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Special Meeting of the Board Minutes 2 April 2001


A meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers ("ICANN") was held by teleconference on 2 April 2002. The following Directors of the Corporation were present by telephone: Vint Cerf (chairman), Amadeu Abril i Abril, Karl Auerbach, Ivan Moura Campos, Jonathan Cohen, Phil Davidson, Ken Fockler, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, M. Stuart Lynn, Jun Murai, Alejandro Pisanty, Nii Quaynor, Helmut Schink, and Linda S. Wilson. Director Andy Mueller-Maguhn joined the call while it was in progress. Also present on the teleconference were Louis Touton, Vice-President, Secretary, and General Counsel of the Corporation, Andrew McLaughlin, Chief Financial Officer and Chief Policy Officer of the Corporation, and Joe Sims, outside counsel to the Corporation.

The meeting was called to order by Vint Cerf at 12:15 UTC (5:15 am U.S. Pacific Daylight Time).

Contract for IANA Function

Mr. Touton gave a presentation on renewal of ICANN's contract with the U.S. Department of Commerce for performing the IANA function. On 9 February 2000, ICANN entered into a contract with the U.S. Department of Commerce to perform the IANA functions through 30 September 2000. The major features of that agreement are described in the minutes of the Board's 12 January 2000 meeting. In September 2000, the agreement was extended for six months, through 31 March 2001.

A renewal contract has been negotiated, and Mr. Touton requested that the Board authorize ICANN to enter into the agreement. The substantive provisions of the renewal contract are in line with the current one. The basic terms are:

1. ICANN will perform the IANA function, consisting of the following tasks:

a. Coordination of the assignment of technical protocol parameters (section;

b. Administrative functions associated with root management (section;

c. Allocation of IP address blocks (section; and

d. Other IANA functions as needed upon mutual agreement of the parties (section

2. There will be no charge to the US Government. ICANN does not have a right initially to charge user fees for the IANA function, but ICANN may, through its processes (i.e. the budget process and the notice-and-comment provisions of Article III, Section 3(b) of the ICANN bylaws) develop user fees if approved by the U.S. Government (section 2.1.)

3. The contract will last until 31 March 2002, with the possibility of two six-month extensions at the option of the Government.

4. ICANN will submit a progress report every six months and a final report (section 3).

5. This contract will not affect policy authority over the authoritative root-zone file (section That authority will be dealt with under other agreements, such as the November 1998 Memorandum of Understanding.

6. In operating the IANA, ICANN will continue to follow past policies, except as it may develop new or changed policies through its processes. New or changed policies for performance of the IANA function will be implemented with Commerce Department consent (section 4.2).

In the ensuing discussion, Mr. Fockler noted that a reconsideration request regarding entry of the February 2000 IANA contract was submitted by the Regional Internet Registries (RIRs) and is still pending. He noted that the RIRs had been informed of the progress of the renewed IANA contract and appeared not to actively oppose renewal of the contract at this time.

The following resolutions were moved by Mr. Cohen and seconded by Mr. Kraaijenbrink:

Whereas, as provided by resolutions 00.5 and 00.6, ICANN entered a contract with the United States Government on 9 February 2000 under which it performed the IANA functions through 30 September 2000;

Whereas, as provided in resolution 00.71 that contract was extended to 31 March 2001;

Whereas, the United States Government has requested that the contract be renewed to provide a continuing contractual basis for ICANN's provision of the IANA function as the transition of Internet-coordination functions from the United States Government to ICANN progresses;

Whereas, ICANN's General Counsel has reviewed the terms of the renewal contract with the Board and recommended that the Board enter into the agreement on those terms;

Resolved [01.45], the Board accepts the terms of the renewal contract as reviewed with the Board; ands

Resolved further [01.46], the Board authorizes the General Counsel to sign the renewal contract on behalf of the Corporation in the form presented.

The resolutions were adopted by a vote of 16-0.

At this point in the meeting, Andy Mueller-Maguhn joined, having been delayed by telephone difficulties.

Revision to Agreements with VeriSign

Dr. Lynn gave a presentation concerning a proposal to enter new registry agreements for the .com, .net, and .org top-level domains. These agreements, which would replace the single registry agreement ICANN entered with Network Solutions, Inc. on 10 November 1999, would be with VeriSign, Inc., which has purchased Network Solutions.

The proposal to enter the new agreements was announced on 1 March 2001 and was the subject of discussion at the ICANN meetings in Melbourne, Australia, held 9-13 March 2001. In resolutions 01.22 and 01.23 adopted in Melbourne, the Board invited additional comments from the community regarding the proposal. On 30 March 2001, the Names Council formally submitted the DNSO's comments on the proposal. In reaction to these and other comments, ICANN and VeriSign representatives discussed various changes to the proposed new agreements, and on 31 March 2001 ICANN President M. Stuart Lynn wrote to VeriSign Chairman and CEO Stratton Sclavos requesting confirmation of VeriSign's agreement to specific changes. Mr. Sclavos confirmed these changes in a letter of 1 April 2001.

At its 2 April 2001 meeting, the Board first discussed whether it supported the structure known as "Plan B." Under that structure, new agreements would be entered that allow VeriSign to not to divest its registrar operation, separate the registry agreements for .com, .net, and .org, provide for VeriSign's earlier-than-scheduled divestiture of the.org registry, make changes in the term of the .net registry, and give VeriSign the ability to obtain repeated extensions of the term of the .com registry upon meeting various conditions.

Mr. Auerbach spoke against Plan B for the following reasons: (a) he believes that the DNSO has not been afforded a sufficient opportunity to develop its position on the proposal; (b) although he believes ICANN is getting a benefit from Plan B, he is not convinced that the community is getting one; and (c) he believes that the new provisions for renewal of the .com registry agreement remove VeriSign's incentive to reduce costs, instead creating an incentive to raise and pass on costs.

Dr. Cerf noted that Plan B had been significantly improved since it was proposed at the beginning of March and that the concerns expressed by the Names Council had been largely addressed. Given time constraints, he saw no need for additional process within the DNSO and stated Plan B had evolved to become significantly more attractive.

Although agreeing that some earlier concerns had been solved, Dr. Schink stated that he still prefers separation of the ownership of registry and registrar functions to Plan B. Mr. Cohen spoke in favor of Plan B, as did Dr. Lynn.

A straw poll was taken, and 12 directors favored Plan B. Mr. Abril i Abril, Mr. Auerbach, and Mr. Mueller-Maguhn opposed Plan B, while Mr. Schink abstained.

Board members then discussed various aspects of comments that had been received on the provisions of Plan B. Mr. Auerbach noted that, in addition to the comments submitted by the Names Council, various comments had been made on the DNSO general assembly mailing list. Those comments were mostly negative. Other Board members stated their observation that relatively few individuals made these comments and that many of the comments did not present policy issues.

Dr. Campos stated that he felt his duty as a director was to carefully study the proposal and interpret the community comments, and that after carefully doing so he had become satisfied that Plan B was beneficial.

Various Board members discussed the relationship between the provisions of the VeriSign agreements and those being negotiated for the new TLDs. Although Board members stated that the provisions still were more favorable to VeriSign, the general conclusion is that Plan B would make the VeriSign arrangements more nearly equal to the others.

Many Board members stated their feeling that the provisions of both the existing VeriSign agreement and the Plan B agreements were too favorable to VeriSign. However, several members felt that Plan B was an improvement for the community over the existing agreement, and that ICANN should negotiate whenever it had a good opportunity to improve the terms of ICANN's agreements with VeriSign.

At this point in the discussion, Mr. Schink left the meeting.

Mr. Kraaijenbrink moved, and Mr. Cohen seconded, the following resolutions:

Whereas, a proposal has been presented to the Board for various revisions in the agreements among ICANN, Network Solutions, Inc., and the United States Department of Commerce that were approved on 4 November 1999 in resolutions 99.132 and 99.133 and were signed on 10 November 1999;

Whereas, the proposal was forwarded to all three supporting organizations with a request for comments;

Whereas, in resolution 01.22 the Board requested all members of the Internet community, including the Names Council and any of the constituencies and other participants in the Domain Name Supporting Organization, to provide comments on the substantive merits of the proposal no later than 31 March 2001;

Whereas, on 9 March 2001 the Protocol Supporting Organization notified the Board that it had considered the proposal only with regard to potential protocol-related technical issues as a result of splitting .com, .net and .org into three registries, and saw no problems with this approach providing that the stability of the DNS resolution is protected;

Whereas, on 30 March 2001 the Names Council of the Domain Name Supporting Organization (DNSO) forwarded a four-part resolution accompanied by statements of the seven DNSO constituencies and participants in the DNSO general assembly;

Whereas, numerous comments of the Internet community have been received on ICANN's web-based public comment forum, by e-mail, and otherwise;

Whereas, in response to the comments ICANN has asked VeriSign for improvement of the proposed agreements through the addition of some text changes and other related undertakings between ICANN and VeriSign;

Whereas, VeriSign has stated its commitment to make those improvements;

Whereas, the Board has carefully considered the proposal in connection with the input from the supporting organizations and Internet community
and the improvements agreed by VeriSign and finds that acceptance of the proposal is necessary and appropriate to further ICANN's purposes;

Resolved [01.47] that the President is authorized on behalf of the Corporation to sign the proposed agreements with VeriSign as presented, with suitable revisions and additions to the provisions of the agreements to reflect the text changes and additional commitments set forth in the posted correspondence with Stratton Sclavos and with any further corrections and modifications consistent with the proposal that the President determines are appropriate, such signing to be subject to any necessary approvals of the U.S. Department of Commerce;

Further resolved [01.48], the President is authorized to take such actions as appropriate to implement the agreements.

The resoltuions were adopted 12-3, with one abstension. Vint Cerf, Ivan Moura Campos, Jonathan Cohen, Phil Davidson, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, Stuart Lynn, Jun Murai, Alejandro Pisanty, Nii Quaynor, and Linda S. Wilson voted in favor. Amadeu Abril i Abril, Karl Auerbach, and Andy Mueller-Maguhn voted against. Ken Fockler abstained.

The meeting was adjourned at 13:07 UTC (6:07 am U.S. Pacific Daylight Time).

Louis Touton