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Special Meeting of the Board Minutes 14 December 2001


A meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers ("ICANN") was held by teleconference on 14 December 2001. The following Directors of the Corporation were present by telephone: Vint Cerf (chairman), Karl Auerbach, Rob Blokzijl, Lyman Chapin, Jonathan Cohen, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, Stuart Lynn, Andy Mueller-Maguhn, Alejandro Pisanty, Nii Quaynor, and Linda S. Wilson. Directors Amadeu Abril i Abril, Ivan Moura Campos, and Helmut Schink 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 and Andrew McLaughlin, Chief Financial Officer of the Corporation.

The meeting was called to order by Vint Cerf at 6:16 am U.S. Pacific Standard Time (14:16 UTC).

President's Report

Dr. Lynn gave a report on various items:

a. Annual Audit 2000-2001

The audit report for the fiscal year ending 30 June 2001 has been received from ICANN's auditing firm (KPMG LLP) and posted on the ICANN web site. Dr. Lynn reported that in ICANN's review of the audit report some questions have arisen regarding the classifications used in making a few adjusting entries, which could affect some line items in the report but would not affect the bottom line. The Audit Committee will review the matter with the auditors and, if appropriate, an adjusted audit report will be issued.

During the above discussion Amadeu Abril i Abril and Ivan Moura Campos joined the meeting.

b. At-Large Membership Contingency Planning

At its November 2001 meeting, the Board directed the President

to begin the contingency planning for carrying out an At Large election process in 2002, mindful of the recommendations contained in the ALSC Final Report, so as to ensure that option is practically available should the Board adopt some or all of those recommendations that would require such elections, and to work closely with the ALSC in its continuing efforts, especially investigating the practical ability to establish local or regional entities that can serve as vehicles for interested individual participation in the ICANN process . . . .

In view of this direction, the staff has begun searching for organizations that would be able to conduct the entire process (registration, verification, voting, tabulation, etc.) under general guidance of the Board. An inquiry was made to the Internet Society, which has chapters throughout the world, but that organization indicated that conducting the election was not consistent with its mission. The focus of contingency planning is now on commercial online-voting providers, such as election.com (the company that conducted the voting part of the 2000 At-Large Director selection process).

c. Security Committee and Report

At the November 2001 meeting, the Board directed the President to appoint a standing committee on security and stability. A search for appropriately qualified members of the committee, is currently underway, but has been slowed by the approaching holiday season. In addition, a draft charter for the committee has been prepared and Dr. Lynn solicited any comments on that draft before it is more widely circulated.

Dr. Lynn also noted that a draft report about the November 2001 security meeting had been prepared. The report is planned to be circulated as the first member in a series of security updates. Dr. Lynn invited Board members to give any comments they had on the report by e-mail. The Board discussed whether the draft should be put out for public comment; it was decided that, although participants in the meeting should be asked to comment before the update is issued, a delay for general public comment on the draft was not merited.

Mr. Auerbach noted his concern over inadequate progress on getting an escrow program in operation.

Budget for 2002-2003

Dr. Lynn reported on the budget process for the fiscal year beginning 1 July 2002.

The process of establishing that budget has already started, reflecting the near-year-round nature of the process. In September 2001, comments about budget planning were solicited during the ICANN Forum in Montevideo. The budget advisory group (consisting of representatives of entities that contribute to ICANN's funding) was appointed. At the annual meeting in November 2001, a joint meeting of the ICANN Board Financial Committee (chaired by Linda Wilson) and the budget advisory group was held. Also in November, a written solicitation of suggestions regarding budget priorities was sent to supporting organizations, advisory committees, and constituencies.

Dr. Lynn solicited discussion from the Board regarding budget priorities. In response, Dr. Cerf indicated that sufficient resources for implementing data escrow and ICANN's operation of the DNS root database should be prioritized. Other Directors indicated they desired to reflect on budget priorities and would communicate their thoughts to Dr. Lynn by e-mail.

IDN Committee

Dr. Lynn noted that at the November 2001 meeting the Board directed the President and the Chair of the Internationalized Domain Names (IDN) Committee (Director Masanobu Katoh) to present to the Board a work plan and schedule and to propose any additional members for the IDN Committee. Dr. Lynn proposed the addition of Mouhamet Diop, John Klensin, and Elisabeth Porteneuve as members.

Mr. Katoh reported on the status of the IDN Committee's work. The committee is discussing priorities and scheduling of its work and establishing communication channels with entities involved in IDN efforts. During this report, Director Schink joined the meeting.

Mr. Touton gave a brief report of the meeting of the IETF IDN Working Group in Salt Lake City, Utah USA held on 10 December 2001.

Dr. Lynn noted the possibility that a few additional members of the IDN committee might be proposed to fill out the expertise of the committee in various scripts.

Ms. Wilson made the following motion, which Mr. Pisanty seconded:

Whereas in resolution 01.94 the Board established the IDN Committee to serve as a general coordination body for the work on policy issues identified in the IDN Working Group Report presented at the ICANN Public Forum held in Montevideo on 9 September 2001;

Whereas in resolution 01.120 the Board directed the President and the Chair of the IDN Committee to present a work plan and schedule, and any additional proposed members, to the Board for approval;

Whereas the President and the Chair of the IDN Committee have not completed a work plan and schedule, but have proposed to the Board that Mouhamet Diop, John Klensin, and Elisabeth Porteneuve be added as members of the IDN Committee;

It is therefore resolved [01.139] that the Board appoints Mouhamet Diop, John Klensin, and Elisabeth Porteneuve as additional members of the IDN Committee.

The motion passed 16-0.

RIR Relationship Agreements

A brief report was given on ICANN's ongoing discussions with the regional Internet registries regarding entering a relationship agreement with ICANN. Although good progress is being made, three issues remain to be resolved. Dr. Lynn expressed optimism that these would be resolved in the near future.

Election of Officers

At 7:21 am the Board entered executive session and Mr. McLaughlin departed the meeting.

Dr. Lynn proposed that Mr. McLaughlin be elected as Vice President and Chief Policy Officer and that Diane Schroeder be elected as Chief Financial Officer to replace Mr. McLaughlin in this position. After discussion by the Board, Mr. Kraaijenbrink made the following motion, which Ms. Wilson seconded:

Resolved [01.140], that the office of Vice President and Chief Policy Officer is hereby created under Article VIII, Sections 1 and 8, of the Bylaws of the Corporation and that Andrew McLaughlin is elected to that office effective immediately, to serve at the pleasure of the Board and in accordance with the Bylaws, and shall hold that office until his resignation, removal or other disqualification from service, or until his successor or successors shall be elected and qualified. As Vice President and Chief Policy Officer he shall be responsible, as directed by the President, for coordinating staff and volunteer efforts in executing ICANN policies as set by the Board, in ensuring that new policies presented for the Board's consideration are consistent with existing policy, in serving as liaison with ICANN constituencies and with external organizations, and in acting as the international liaison and communications officer; and shall have such other duties and authority as he may be assigned by the Board, the President, and the Bylaws;

Further resolved [01.141] that a salary for Mr. McLaughlin at the rate of US$ 135,000 per annum and the other employment benefits described to the Board by the President are approved;

Further resolved [01.142], that the resignation of Andrew McLaughlin from the office of Chief Financial Officer is hereby accepted, effective immediately;

Further resolved [01.143], that Diane Schroeder be, and hereby is, elected Chief Financial Officer of the Corporation, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold her office until her resignation, removal, or other disqualification from service, or until her successor shall be elected and qualified; and

Further resolved [01.144] that a salary for Ms. Schroeder at the rate of US$ 85,000 per annum and the other employment benefits described to the Board by the President are approved.

The motion passed with 14 votes in favor, Mr. Auerbach opposed, and Mr. Mueller-Maguhn abstaining.

Micellaneous Matters

At this point, Dr. Lynn left the meeting.

Several Board members expressed the desire to hold a face-to-face retreat of Board members to discuss ICANN's mission and future. The Board also briefly discussed the status of the Independent Review Panel Nominating Committee and the New TLD Evaluation Process Planning Task Force.

The meeting was adjourned at 7:42 am U.S. Pacific Standard Time.

Louis Touton