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MINUTES OF SPECIAL MEETING
A meeting of the Initial Board of Directors of the Internet Corporation for Assigned Names and Numbers (the "Corporation") was held by teleconference on September 27, 1999. The following Directors of the Corporation were present by telephone: Geraldine Capdeboscq, George Conrades, Gregory L. Crew, Esther Dyson, Frank Fitzsimmons, Hans Kraaijenbrink, Jun Murai, Michael Roberts, and Eugenio Triana, and Linda Wilson. Also present on the teleconference were Andrew McLaughlin, Interim Secretary of the Corporation; and Joe Sims and Louis Touton of Jones, Day, Reavis & Pogue.
The meeting was called to order by Esther Dyson at 9:04 am U.S. Eastern Daylight Time.
The Initial Board reviewed and discussed the draft agreements negotiated by counsel with the U.S. Department of Commerce and Network Solutions, Inc. These draft agreements were the subject of extensive negotiations over several months among the three parties. They have been approved by the Department of Commerce and Network Solutions, Inc. officials.
Messrs. Sims and Touton gave a detailed summary of the provisions of the agreements. It was noted that the draft agreements achieve nearly all of the policy goals formulated in consultation with the President, Chairman, and various Board members. Taken together, they preserve ICANN's ability to achieve and implement consensus-based policies consistent with its technical coordination mission and also include some features that further refine ICANN's existing policy development procedures.
The agreements extend the term of Network Solutions' contractual authority to operate the .com/.net/.org registry for approximately three years beyond the current September 30, 2000 termination of its cooperative agreement with the U.S. Government. It was noted that the
three-year term is a reasonable term for a registry contract, although it would be preferable to have this term of operation granted competitively, rather than to the incumbent operator. Several Board members noted that the agreements allowed a consensual resolution that would avoid a substantial risk of instability and permit the Corporation to devote attention to important topics other than the gTLD registry within its areas of responsibility.
Mr. Sims noted that one feature of the agreements is that Network Solutions is given a powerful financial incentive to separate ownership of the registry from its registrar operations within 18 months. If it does so, then the registry agreement will be extended for four years. Mr. Triana noted, with concurrence of several other Board members, that this feature substantially enhanced progress toward a competitive environment.
Subject to the receipt and evaluation of public comments, the Board agreed unanimously that the draft agreements are acceptable and appropriate to be posted for public review and comment. The Board directed that the agreements be posted for 30 days, and that they be placed on the agenda for the Corporation's annual meeting in Los Angeles, November 3 and 4, 1999.
At this point in the teleconference Directors Roberts and Wilson departed.
The Initial Board reviewed and discussed the proposed changes to the ICANN Bylaws relating to the Supporting Organizations' processes for electing ICANN Directors, along with the public comments received. In order to address the concern of several commentators that the proposed Article VI, Section 4 ("Eligibility") might cause a given constituency group, regional internet registry, or standards development organization to lose a vote on its SO Council in the event that one of its Council members recused him/herself to accept a nomination for the Board, the Initial Board agreed to add the following sentence to that proposed section: "In the event that a member of a Supporting Organization Council accepts a nomination to be considered to serve on the Board, the constituency group or other entity that selected the Council member may select a replacement member for purposes of that election."
Upon motion duly made and seconded, the Board unanimously adopted the following resolution
RESOLVED [99.93] that the following sections of the Bylaws be amended and restated as set forth in Exhibit A hereto: Art. V, Sec. 2; Art. V Sec. 6; Art. V, Sec. 9(b); Art. VI, Sec. 4; Art. VI-B, Sec. 2(e).
FURTHER RESOLVED [99.94] that the Secretary of the Corporation prepare for insertion in the minute book of the Corporation a compilation of the Bylaws as so amended, including any technical changes necessary to conform the existing Bylaws to the changes hereby adopted.
The meeting was adjourned at 10:01 am Eastern Daylight Time.