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Meeting of the Initial Board Minutes 26 August 1999

August 26, 1999
Formal approval October 24, 1999


A meeting of the Initial Board of Directors of the Internet Corporation for Assigned Names and Numbers (the "Corporation") was held at 8:35 a.m. local time at the Facultada de Ciencias Economicas y Administrativas, University of Chile, 267 Avenida Diagonal Paraguay, Santiago, Chile, on August 26, 1999.

The following Initial Directors of the Corporation were present: Gregory L. Crew, Esther Dyson, Frank Fitzsimmons, Hans Kraaijenbrink, Jun Murai, Michael Roberts, and Linda Wilson. The following Initial Directors were absent: Geraldine Capdeboscq, George H. Conrades, and Eugenio Triana.

Also present at the meeting were Joe Sims and Louis Touton of Jones, Day, Reavis & Pogue; and Andrew McLaughlin and Ann Marie Plubell of the Internet Corporation for Assigned Names and Numbers. Ann Marie Plubell acted as Secretary for the meeting.

The meeting was called to order by the Interim Chairman, Esther Dyson. Ms. Dyson reviewed the procedures for the meeting, noting that members of the public are welcome as observers. Mr. Michael Roberts, Interim President and Chief Executive Officer of ICANN and a member of the Initial Board of Directors then reviewed the agenda.


Mr. Fitzsimmons reviewed the background for the proposed change of the reference to the initial term of the Directors selected by the Supporting Organizations from "October 1, 1998" to "October 1, 1999". Ms. Wilson noted that it continues to be important that the Supporting Organizations retain their focus on selecting well-qualified directors from the beginning.

Upon motion duly made and seconded, the Initial Board unanimously approved the adoption of the following resolution:

RESOLVED [99.73], that the date "October 1, 1998" in the third sentence of Article V, Section 9(d) of the Bylaws is replaced with "October 1, 1999".


Mr. Roberts reviewed the background and noted the extensive discussions which led to the proposed resolution before the Initial Board of Directors to ratify the Protocol Supporting Organization Memorandum of Understanding that was signed by ICANN, the IETF, the W3C, and ETSI, along with related changes to the ICANN Bylaws.

Upon motion duly made and seconded, the Initial Board unanimously approved the adoption of the following resolutions:

WHEREAS the President signed a Memorandum of Understanding with the IETF, the W3C, the ITU, and ETSI in Oslo on July 14, 1999, it is now

RESOLVED [99.74] that the Memorandum of Understanding is ratified by the Board, and

FURTHER RESOLVED [99.75] that Article VI-C of the Bylaws is hereby replaced in its entirety with the following:


"Section 1. Description

"(a) The PSO shall advise the Board with respect to policy issues relating to the assignment of parameters for Internet protocols.

"(b) The PSO shall be the entity established by a Memorandum of Understanding between the Corporation and a group of open, international, Internet-related standards development organizations ("SDOs").

"(c) The PSO shall be considered to exist and to be recognized when the Memorandum of Understanding has been signed by the President and ratified by the Board.

"Section 2. Protocol Council

"(a) The PSO shall have a Protocol Council, consisting of representatives of the SDOs that are signatories to the Memorandum of Understanding. The Protocol Council shall, at least annually, host a meeting (the "General Assembly"), open to participation by all interested individuals.

"(b) The Protocol Council shall select Directors to those seats on the Board designated to be filled by the PSO."


Mr. Kraaijenbrink reviewed the extensive discussions with interested parties related to the formation of the Address Supporting Organization (ASO) and read the related proposed resolutions.

In response to a question from the Interim Chairman, Mr. Kraaijenbrink confirmed that the purpose of the review mechanism provided for in the proposed resolution is to ensure a periodic check on the mission and progress of the ASO, and is similar to the review procedure established for the PSO.

Upon motion duly made and seconded, the Initial Board unanimously approved the adoption of the following resolutions:

RESOLVED [99.76] that the Board accepts the proposal for the formation of a Memorandum-of-Understanding-based Address Supporting Organization (ASO) submitted by ARIN, RIPE NCC, and APNIC.

RESOLVED [99.77] that the Interim President and CEO is authorized and directed to prepare implementing Bylaws and to sign an appropriate Memorandum of Understanding in cooperation with the proponents of the proposal, subject to ratification by the Board. The Interim President and CEO is further directed to ensure that the Memorandum of Understanding includes a review mechanism similar to that set forth in the Protocol Supporting Organization Memorandum of Understanding, to occur periodically, the first review to occur by the time of ICANN's Annual Meeting in 2000.

RESOLVED [99.78] that the Board notes with approval the continuing efforts toward the organization and establishment of new regional Internet registries for the African and Latin American/Caribbean geographic regions (AFRINIC and LACNIC), notes the strong support for these efforts among the existing regional internet registries, and encourages all parties involved to work expeditiously to complete the necessary structural and technical tasks to enable the new registries to sign the MoU as soon as possible. Pending final recognition of the new regional internet registries, the Board encourages the ASO Council to involve representatives of those registries in the activities of the ASO as observers.


Mr. Kraaijenbrink explained the proposal for an ad hoc group group to be charged with developing the objectives and proposing structures for future policies in the area of numbering, especially as required to meet global market needs and taking into account the convergence of information technology services and networks.

Mr. Murai said that it is important to clarify that the ad hoc group would not actually have any direct involvement in address allocation and this would remain the duty of the ASO. He noted that past experience and the nature of IP address space require highly technical understanding and input.

Mr. Kraaijenbrink confirmed Mr. Murai's understanding and said that an example of the type of concern the ad hoc group might consider is to identify numbering issues related to the interconnection of the IP networks with fixed and mobile telecommunications systems.

The Interim Chairman noted that the group is intended to function similar to a study group and to identify where there are gray areas or areas of potential conflict and to refer them up to the technical groups to be addressed within the appropriate structures or new structure as may be required.

Mr. Sims, legal counsel to ICANN, confirmed that, consistent with the By-laws, the Supporting Organizations have the primary responsibility for policy recommendations within their areas and the ad hoc group is not a replacement for the ASO.

In response to a question, Mr. Roberts noted that, in consultation with Mr. Kraaijenbrink, he would be charged with developing the structure of the ad hoc group and he intends to convene a meeting of interested parties at the earliest opportunity in light of demands on staff.

Messrs. Crew and Fitzsimmons requested a business plan to accompany the group structure to know that it is properly focused on relevant topics and who will be involved. Mr. Roberts agreed.

Mr. Murai affirmed the importance of the address space and the need for the IAB to be an active participant in the ad hoc group. He noted that his concern is architectural: the address space is essential to everything else on the Internet, as everything else sits on top of it.

Upon motion duly made and seconded, the Initial Board unanimously approved the adoption of the following resolution:

RESOLVED [99.79] that the Interim President and CEO, working with Director Kraaijenbrink, is directed to establish an ad hoc group to be charged with developing the objectives and proposing structures for future policies in the area of numbering, especially as required to meet global market needs and taking into account the convergence of information technology services and networks. The group will include representatives of businesses, including telecom operators and Internet service providers and trade organizations, the ASO Council, the ICANN Board, and other legitimately interested parties. The group will present an interim report before the second ICANN public meeting in 2000. A final report from the ad hoc group will be presented to the ICANN Board prior to the Annual Meeting in 2000.


Mr. Roberts then reviewed the background of the proposed resolution to provisionally recognize the Non-Commercial Domain Name Holders Constituency on the same terms and conditions as the other constituency groups of the DNSO and consistent with the prior related action of the Initial Board.

Upon motion duly made and seconded, the Initial Board unanimously approved the adoption of the following resolution:

RESOLVED [99.80] that the Non-Commercial Domain Name Holders Constituency of the Domain Name Supporting Organization is provisionally recognized until the Annual Meeting of the Board in November, 1999, on the same basis and subject to the same conditions as set forth in Resolutions 99.31 through 99.34.


Mr. Louis Touton, legal counsel to ICANN, then reviewed the status of efforts to develop a uniform dispute resolution policy, following public notice and comment and the extensive discussions by interested parties which preceded the presentation of the proposed resolution.

He noted that a number of interested parties had raised valid concerns which were reflected in the resolution. He noted that it was the broad consensus of the General Assembly of the DNSO that the mechanics of dispute resolution be put in place. He said that a small drafting group would be convened to assist the ICANN staff in preparing the implementation documents so that they are ready for implementation within 45 days.

At the request of the Interim Chairman, the proposed resolution was revised to include reference to the need to define "reverse domain name hijacking."

Upon motion duly made and seconded, the Initial Board unanimously approved the adoption of the following resolutions:

WHEREAS, on April 30, 1999, the World Intellectual Property Organization (WIPO) presented a report with its recommendations to ICANN on, among other things, a uniform dispute resolution policy for domain name disputes; and

WHEREAS, at its Berlin meeting the Board referred the dispute-resolution recommendations to the Domain Name Supporting Organization and encouraged the testbed registrars to develop a model dispute resolution policy for voluntary adoption;

WHEREAS, on August 3, 1999, the DNSO Names Council submitted to the Board five recommendations on a uniform dispute resolution policy as consensus positions;

WHEREAS, the testbed registrars, under the leadership of America Online and register.com, consulted among themselves and with post-testbed registrars and Network Solutions and proposed a Model Dispute Resolution Policy for Voluntary Adoption, which approximately twenty registrars have agreed to adopt; it is now

RESOLVED [99.81] that the Board accepts the DNSO's recommendation that ICANN adopt a uniform dispute resolution policy for accredited registrars in the .com, .net, and .org top-level domains;

FURTHER RESOLVED [99.82] that the President is directed, with the assistance of ICANN staff and counsel, to prepare implementation documents for approval by the Board after public notice and comment, on a schedule that allows the policy to be put into place within 45 days.

FURTHER RESOLVED [99.83] that the Board gives the following guidance as to the preparation of the implementation documents:

1. The registrars' Model Dispute Resolution Policy should be used as a starting point;

2. The President or his delegate should convene a small drafting committee including persons selected by him to express views and consider the interests of the registrar, non-commercial, individual, intellectual property, and business interests;

3. In addition to the factors mentioned in paragraph 171(2) of the WIPO report, the following should be considered in determining whether a domain name was registered in bad faith:

(a) Whether the domain name holder is making a legitimate noncommercial or fair use of the mark, without intent to misleadingly divert consumers for commercial gain or to tarnish the mark

(b) Whether the domain name holder (including individuals, businesses, and other organizations) is commonly known by the domain name, even if the holder has acquired no trademark or service mark rights; and

(c) Whether, in seeking payment for transfer of the domain name, the domain name holder has limited its request for payment to its out-of-pocket costs.

4. There should be a general parity between the appeal rights of complainants and domain name holders.

5. The dispute policy should seek to define and minimize reverse domain name hijacking;

FURTHER RESOLVED [99.84] that the President is authorized to provisionally approve dispute resolution providers under the uniform dispute resolution policy. From time to time, a list of provisionally approved providers should be compiled and provided to each accredited registrar to be incorporated into its policy. The DNSO is requested to recommend principles for a more formal dispute resolution provider accreditation program for consideration by the Board in 2000.

FURTHER RESOLVED [99.85] that the Board requests WIPO to provide recommendations on the topics set forth in a list to be transmitted to WIPO by the President.


Mr. Roberts reviewed the resolution to extend the terms of the Initial At-Large Directors. He noted that, in light of the fact that the process for selecting the elected At Large Directors was still being developed, it was appropriate to extend the term of the Initial Board members until their replacements were in place.

Upon motion duly made and seconded, the Initial Board unanimously approved the adoption of the following resolutions:

RESOLVED [99.86], that under in Article V, Section 1 of the Corporation's bylaws the term of each of the At Large Directors of the Initial Board is extended to expire on the sooner of (i) the seating of the At Large Director's successor selected pursuant to the process referred to in Article V, Section 4(iv) of the Bylaws and (ii) September 30, 2000.


Mr. Crew reviewed activity related to the development of an At-Large membership and related legal issues. He stated that, considering the legal effect of directly electing Board members and the desirability of maintaining parity among the Supporting Organizations and the At Large membership, it would be desirable to create an At-Large membership structure which would provide for the election of an At-Large Council similar to that of the Supporting Organizations. The Council would have a number of duties including representing the views of the At-Large constituency. The Council would also select the At-Large members of the Board of Directors. He observed that the Council must be geographically diverse and reflect broad representation. He said that it would be elected upon the determination that at least 5000 At-Large members had enrolled in ICANN. He also noted that the At-Large Membership must be self-supporting.

Mr. Crew noted that there are many details to be addressed related to election procedures, confirmation of residency and the like.

The Initial Board discussed the size of the Council and agreed that it was appropriate to provide for up to 18 members with some elected by regional members and some elected from among the global constituency and in such manner as to assure proper geographic diversity and to assure that there were enough individuals to carry out the work of the Council.

Mr. Kraaijenbrink noted that it may be helpful to have 2 members from each of the five regions with each of the two being from a different country in their region, with the remaining 8 elected globally.

Mr. Fitzsimmons stated that it is important to assure that the process produces knowledgeable and capable Council members with regional depth to support each other.

Mr. Sims noted that specific amendments to the Bylaws might be necessary to implement the final structure as recommended by the ICANN staff.

Mr. Crew observed that it might be prudent to test a worldwide online election process through the election of some part of a Council before attempting to elect the entire Council. This would mean that a limited number of Council members would initially elect some limited number of At-Large Board members. Mr. Crew reported that he and Mr. Roberts had met with interested individuals related to the formation of a Membership Advisory Implementation Task Force and were pleased at the broad diversity of the expressions of interest.

Mr. Roberts emphasized the need for proper funding for staff resources to support the development of the At-Large Membership before any large-scale outreach to the worldwide community occurs so as not to frustrate expectations.

Ms. Wilson noted that it might be easier to identify resources for the initial election process than for ongoing funding.

In response to a question, Mr. Crew said that he did not foresee that participation on the Task Force would disqualify someone from serving on the Council. However, he did not anticipate that a person could be both a member of the Council and a member of the Board of ICANN.

Mr. Sims said that, while this was the intention of the Bylaws, it might be desirable to amend them to make clear that a person could not simultaneously serve on the ICANN Board and on a Supporting Organization or At Large Council.

Ms. Wilson proposed that the resolution restate the Board's action in Berlin which stated that the At-Large Membership has the responsibility to find funding.

Mr. McLaughlin suggested that the staff would propose a policy related to the At-Large membership structure for the Initial Board's consideration in November and would publish it for public comment.

Upon motion duly made and seconded, the Initial Board unanimously approved the adoption of the following resolutions:

RESOLVED [99.87] that the At-Large Directors should be selected by an At-Large Council, the members of which are directly elected by the at-large members of ICANN;

FURTHER RESOLVED [99.88] that the At-Large Council shall consist of a maximum of 18 members, selected pursuant to an election process to be developed by the President and approved by the Board that is consistent with the following principles:

1. The At-Large membership shall be geographically diverse, broadly representative of the Internet user community, and shall consist of at least 5,000 individuals.

2. Of the members of the At-Large Council, at least one and not more than two per region shall be elected directly by the residents of ICANN's 5 defined geographic regions, with each regional Council member elected by the residents of his or her region. The remaining Council members (no more than eight) shall be elected globally by all ICANN At-Large members. A candidate for a regional At Large seat must be a citizen of a country located in that region. No two members of the At Large Council elected from the same region shall be citizens of the same country.

3. Election to the At Large Council should be conducted in at least two stages, if consistent with the selection of at least some At Large Directors prior to July 1, 2000.

FURTHER RESOLVED [99.89] that the President is authorized to convene a Membership Implementation Task Force, which shall generate and implement strategies for outreach and recruitment of a broad and numerous membership that is globally representative of the Internet user community; identify potential sources of funding for the initial At Large Council elections; design effective membership authentication and online election procedures; and monitor and oversee the initial At Large Council elections to ensure that they are conducted openly and fairly.

FURTHER RESOLVED [99.90] that, while the Board reiterates its determination that the At Large membership will ultimately be expected to fund its operations (including the election process), the President and staff are directed to seek to obtain the necessary funding to conduct the election of the initial At Large Council, and authorized, subject to the availability of adequate funds, to hire or retain sufficient staff support to administer the At Large membership program; support the At Large Council; develop and implement computer and software systems for membership records and online election processes; coordinate the outreach program; and other necessary and related tasks.

FURTHER RESOLVED [99.91] that the President and staff are directed to prepare implementing bylaws, including a definition of the specific rights of members and the responsibilities and scope of the At Large Council, to be presented to the Board for its review and approval following public notice and comment.


Ms. Wilson reviewed the Final Report of the Advisory Committee on Independent Review, and stated that the next step would be for the ICANN staff to prepare a final written policy to implement the Committee's Final Report, to be considered by the Board at its next meeting in November.

In response to a question, Ms. Wilson suggested that the process for selecting the members of the contemplated Independent Review Panel should be revisited and potentially revised after the At-Large membership structure is fully functional.

Upon motion duly made and seconded, the Initial Board unanimously approved the adoption of the following resolutions:

WHEREAS the Board has received and reviewed the Final Report of the Advisory Committee on Independent Review;

WHEREAS the Board recognizes and appreciates the considerable effort put forth by this Committee;

WHEREAS the Board has considered the comments submitted via the Internet and at the Berlin and Santiago meetings; it is hereby

RESOLVED [99.92] that the Board accepts the principles for independent review submitted by the Committee, and directs the President and staff to prepare a written policy implementing those principles prior to ICANN's annual meeting in November.


Mr. Murai then reviewed the activity of the Root Server System Advisory Committee relating to Y2K matters. He noted that the root server operators have been working on these matters since July 1998 and the Committee has authored, in co-operation with a range of interested parties, a report which has been published on the ICANN website.

Mr. Murai stated that the Committee has investigated Y2K readiness issues related to the root server system and has concluded that the Y2K event poses little threat to its operations. He noted that no system is 100% perfect and that work will continue to assure the best outcome.

Mr. Murai thanked Messrs. Conrad, Kato and Manning for their efforts.

Mr. Roberts noted that ICANN has no official role in Y2K compliance but it is of concern to all the Internet community and, therefore, it is appropriate to focus on these matters.


Mr. Roberts noted that the Initial Board is presently scheduled to meet next in Los Angeles on November 3 and 4, constituting the first annual meeting of ICANN.

Mr. Sims noted that it might be necessary for the Initial Board to receive a report related to the progress of discussions among ICANN, the U.S. Department of Commerce and Network Solutions, Inc. He asked that the Initial Board members provide contact information to the staff in case a call had to be made on a time-sensitive basis.

Mr. McLaughlin then reviewed the tentative meeting schedule for Board meetings through 2000. He noted that the first meeting of 2000 had tentatively been scheduled for March 7-9, and that the Board had decided to focus on seeking proposals from Africa. The second meeting of 2000 had been scheduled for July 17-18, in Yokohama, Japan. He said that the 2000 Annual Meeting would be in the United States and a date had not yet been set.

Ms. Dyson asked that discussion of executive search activity for a permanent CEO be placed on the agenda for the next meeting of the Initial Board.

There being no further business the meeting of the Initial Board of Directors of ICANN was adjourned at 10:40 a.m. Santiago time.

Respectfully submitted,

Ann Marie Plubell