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Minutes | Special Meeting of the Board 13 October 2003

ICANN's Board of Directors held a meeting, duly noticed, by teleconference on 13 October 2003. Directors Vint Cerf (Chair), Ivan Moura Campos, Lyman Chapin, Mouhamet Diop, Tricia Drakes, Masanobu Katoh, Veni Markovski, Thomas Niles, Michael D. Palage, Alejandro Pisanty, Hualin Qian and Paul Twomey were present. Board Liaisons Steve Crocker (joining late), Roberto Gaetano, John Klensin, Francisco A. Jesus Silva and Mohamed Sharil Tarmizi also participated. Daniel Halloran, ICANN’s Acting Secretary, John Jeffrey, ICANN’s General Counsel designee, Kurt Pritz, ICANN’s Vice President, Business Operations designee, and Esmé Smith with Jones Day, outside counsel to ICANN and acting as secretary for the meeting, were also in attendance.

Adoption of Corrective Amendments to Bylaws

As resolved at the Board's 12 September 2003 meeting, proposed bylaw amendments regarding the annual meeting for the corporation and certain other procedural items had been drafted and posted for public review and comment, with no comments having been received. The following resolutions were accordingly proposed:

Whereas, at the Special Meeting of the Board held 12 September 2003, the Board proposed the adoption of certain corrective amendments to the Bylaws designed to (i) allow additional flexibility in the timing and scheduling of ICANN’s annual meetings, and, in particular, to allow ICANN’s 2003 annual meeting to be held in Carthage, Tunisia, 27-31 October 2003 and (ii) calculate certain time periods under the Bylaws in “business days” rather than “calendar days;”

Whereas, a notice regarding this proposal was prepared and posted, and the Secretary invited comments from the community on the proposal;

Whereas, no comments on the proposal have been received, and the Board concludes that adoption of the amendments to the bylaws as stated in the proposal would be in the best interest of ICANN;

The following resolution was presented for consideration by Mr. Pisanty, and seconded by Mr. Palage:

Resolved, [03.149] that the Board adopts the amendments to the bylaws amending Article III, Section 5, and Article VI, Section 13 as proposed.

(The Board approved the above resolution by a 12-0-0 vote.)

Appointment of Officers

Mr. Twomey undertook to formally introduce to the Board each of John Jeffrey and Kurt Pritz as new members of ICANN's senior management team, chosen after a lengthy interview and recruitment process during the preceding months. Following formal introductions, the following resolutions were proposed:

Whereas, ICANN's former General Counsel, Vice President and Secretary resigned these positions and departed from employment of ICANN effective 30 June 2003;

Whereas, ICANN’s President and CEO, in Spring 2003, announced a new staff organization plan for ICANN to be phased in over several months, including the division of the former General Counsel, Vice President and Secretary’s responsibilities into separate positions, including that of the position of General Counsel, and a separate position of Vice President, Business Operations;

Whereas, at the Board’s direction, the President and CEO undertook the oversight of an extensive search for the filling of these positions over the past few months and consideration of a number of candidates for each position;

Whereas, after due consideration and the interviewing of candidates, the President and CEO recommended to the Board the retaining of Mr. John O. Jeffrey for the position of General Counsel, and the retaining of Mr. Kurt J. Pritz for the position of Vice President, Business Operations;

Whereas, the Board authorized the President and CEO to negotiate and execute agreements to retain the services of each of Mr. Jeffrey and Mr. Pritz on material terms, including compensation, reviewed with and approved by the Board in advance;

The following resolution was presented for consideration by Mr. Twomey, and seconded by Mr. Pisanty:

Resolved, [03.150] that Mr. Jeffrey be, and hereby is, elected as General Counsel, and Mr. Pritz be, and hereby is, elected as Vice President, Business Operations, each to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and each to hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be duly elected and qualified.

(The Board approved the above resolution by a 12-0-0 vote.)

Check-Signing Authority

As a procedural item, the following resolutions were presented for consideration by Mr. Campos, and seconded by Mr. Katoh:

Resolved, [03.151] that the General Counsel, Mr. Jeffrey, may authorize general disbursements of the Corporation's funds, and sign checks of the Corporation, in amounts of US$ 10,000 or less;

Further resolved, [03.152] that the Vice President, Business Operations, may authorize general disbursements of the Corporation's funds, and sign checks of the Corporation, in amounts of US$ 10,000 or less;

Further resolved, [03.153] that each of Mr. Jeffrey and Mr. Pritz may individually authorize disbursements of ICANN’s funds, and sign checks, for the services of Dr. Paul Twomey, as ICANN’s President, that fulfill the terms of the Managerial and Consulting Services Agreement entered into by ICANN and ArgoPacific, not to exceed US $22,366 dollars per month pursuant to the terms of such agreement;

Further resolved, [03.154] that the Board, acting under Article XIII, Section 8 of the bylaws, hereby authorizes each of Mr. Jeffrey and Mr. Pritz to individually approve reimbursements to the President for expenses incurred in connection with the performance of the President’s duties to ICANN and related to the recruitment and hiring thereof, as the case may be, in amounts of US$10,000 or less;

Further resolved, [03.155] that until such time as Mr. Jeffrey and Mr. Pritz can be established as authorized signatories for the Corporation with the Corporation’s bank, Daniel E. Halloran, Acting Secretary, shall retain his current check signing authority for the Corporation unchanged.

(The Board approved the above resolutions by a 12-0-0 vote.)

Appointment of Nominating Committee Chair

Mr. Cerf introduced the requirement that the Board appoint a Chair for the 2003-2004 Nominating Committee, and the recommendation and suitability of Hans Kraaijenbrink for such position. The resolutions set forth below were presented after a brief discussion of upcoming responsibilities for the new Nominating Committee. Please see attached afterword***

Whereas, Article VII, Section 2(1) of the Bylaws calls for the non-voting Chair of the Nominating Committee to be appointed by the ICANN Board;

Whereas, it has been proposed that Hans Kraaijenbrink chair the 2004 Nominating Committee, and Mr. Kraaijenbrink has indicated a willingness to so serve;

The following resolutions were presented for consideration by Mr. Pisanty, and seconded by Mr. Markovski:

Resolved, [03.156] that Mr. Kraaijenbrink is appointed under Article VII, Section 2(1) of the Bylaws as Chair of the 2004 Nominating Committee, to serve until the conclusion of the ICANN annual meeting in 2004 or until his earlier resignation, removal, or other disqualification from service;

Resolved further, [03.157] that Mr. Kraaijenbrink, as Chair, shall be authorized to request Linda Wilson, Chair of the 2003 Nominating Committee, to assist him in the direction of the Nominating Committee as a non-voting advisor as contemplated by Article VII, Section 2(2) of the Bylaws;

Resolved further, [03.158], that as provided in Article VII, Section 2(9) of the Bylaws, Mr. Kraaijenbrink, as Chair, may at his discretion appoint a non-voting Associate Chair (who shall not otherwise be a member of the 2004 Nominating Committee), to serve during all or part of his term as Chair and assist him in carrying out the duties of the Chair;

Resolved further, [03.159] that the CEO and President shall cause staff and other support to be provided to the Nominating Committee as determined, in consultation with the Chair of the 2004 Nominating Committee, to be appropriate for the discharge of its functions.

(The Board approved the above resolutions by a 12-0-0 vote.)

Discussion of New sTLDs RFP

Mr. Twomey reviewed for the Board comments of broad interest received on the draft RFP, and considerations raised by the community and Board members on the creation of new sTLDs and new TLDs generally. Significant issues raised included whether to limit a new round for creation of new sTLDs to prior applicants, or allow a wider participant group in the application process, and what timeline for the consideration of new sTLDs, and eventually new generic TLDs was feasible and responsible in light of work to be done. A suggestion was that gTLD specific issues be set aside until these issues could be reviewed and examined in detail, expert analysis could be undertaken and community input received. Further, it was noted that the nature of gTLD relationships with ICANN was a structure under much debate at present, and deserved a better understanding of the goals of the parties prior to expanding the number of these relationships. Board members remarked on the significant staffing constraints for ICANN at present, and the foreseen lack of an ability for ICANN to both oversee a round of new sTLD applications, and also invest significant resources and time in gathering and analyzing data on gTLD issues.

The Board noted the lengthy list of tasks set forth in ICANN’s new MoU with the Department of Commerce entered into on 17 September specifically called for the development of a strategy and process for the creation of new TLDs by September 2004. In particular, the board debated the wisdom in moving ahead with the creation of new TLDs at this time, in light of the need to shortly commence a full scale review of policy in this area. A brief debate ensued among Board members as to the appropriate set of issues that should be included in a review and development of policy relating to the creation of new TLDs. Board members voiced concerns that many of the TLDs created during the 2000 round were still struggling with myriad acceptance and distribution issues, and that these issues should be carefully examined and addressed to the extent possible prior to considering the creation of new TLDs on a large-scale basis.

Discussion ensued among the Board members; in particular, board members focused on the short time frame set forth in the new MoU for the development of strategy and policy in this area, and concerns that action on sTLDs at present not detract from that effort, but instead be undertaken in a measured and cohesive manner, if at all. The Board expressed a collective interest in moving forward with development of strategy and policy on TLDs generally, encompassing both sTLDs and gTLDs, on as expedited a process as feasible.

Board members noted an appreciation of the importance to the community of this topic, and the intent to seek further input and open communication with the community on the topic.

Plans for Carthage

Mr. Twomey reviewed for the Board the tentative agenda set for committee and group meetings in Carthage. A brief review of scheduling concerns followed. Mr. Twomey noted an outreach workshop for the African region was planned, as well as the second stage of the Whois workshop commenced at ICANN’s June 2003 Montreal meeting.

Other Business

A brief review of the proposed migration of Serbia and Montenegro from the .yu ccTLD to the .cs code was undertaken. As history, it was noted that this was a proposed action by the IANA in response to the decision of the ISO-3166 Maintenance Agency to delete the YU alpha-2 code from the ISO-3166-1 table and replace it with CS. It was noted that the ISO-3166-1 table is understood to be the authoritative list of countries and territories (and the associated alpha-2 codes) that the IANA relies on generally to define the ccTLD namespace. The keeper of that list is the ISO-3166 Maintenance Agency ("ISO-3166/MA"), part of the International Organization for Standardization. For country names, the ISO-3166/MA takes its cues from two lists maintained by the United Nations. Communications on the proposed change were reviewed as background, as well as issues and concerns related to this particular ccTLD change. As .cs was the ccTLD for the former nation of Czechoslovakia, this would be a reassignment of a previously used ccTLD, an unfamiliar situation the Board noted as requiring careful consideration. Technical concerns were raised and reviewed. The Board determined further discussions with the ISO 3166/MA on the proposed change should ensue. Further, as a separate issue, the Board instructed staff to communicate with the maintenance agency’s secretariat to correct the statement on the ISO 3166/MA’s website referencing ICANN as a current voting member of the agency, and to engage in discussions with the agency regarding a non-voting liaison or similar role as appropriate.

Mr. Twomey next briefed the Board on discussions with VeriSign registry on a variety of business issues, and recent meetings orchestrated by SECSAC to discuss the changes by VeriSign in the look-up process for the .com and .net TLDs as a function of VeriSign’s SiteFinder service.

Mr. Twomey briefly updated the Board on the recent WSIS and CENTR meetings. Proposed efforts to seek to provide additional input into these forums, and coordinate an educational process regarding ICANN were discussed.

Mr. Twomey noted the recent formation of the WIPO-2 committee, with committee action scheduled to commence at ICANN’s upcoming Carthage meeting, including presentation of a work plan, and a final report planned for ICANN’s meeting in Rome, scheduled for March 2004.

The call was formally adjourned at 15:00 UTC.

***Following the board meeting of 13 October 2003, of which the formal minutes are set forth above, ICANN received the saddening news of Hans Kraaijenbrink's untimely passing. The tribute to Hans by ICANN is reproduced below.

ICANN Mourns Loss of Former Board Member

7 November 2003

The ICANN Board mourns the loss of its former member and colleague, Hans Kraaijenbrink, who passed away Nov 5, 2003. Hans served as an ICANN director from the creation of ICANN in 1998 until June 2003. He played a key role in the evolution and reform of ICANN during the past 18 months, seeking always to balance the interests of many constituencies. Always ready to serve when asked, his vision and determination will be sorely missed. We were most fortunate to be able to work with him over the past 5 years and offer our collective condolences to all of his friends and family. We sincerely hope that his family will be sustained in this sad time by the love of family and friends who knew and valued him as a friend and colleague.

Vint Cerf
Chairman of the Board, ICANN