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Preliminary Report | Special Meeting of the Board 23 July 2003

(Posted 28 July 2003)

ICANN's Board of Directors held a meeting by teleconference on 23 July 2003. Directors Ivan Moura Campos, Vint Cerf, Lyman Chapin, Mouhamet Diop, Tricia Drakes, Masanobu Katoh, Veni Markovski, Thomas Niles, Michael D. Palage, Alejandro Pisanty, Hualin Qian, Njeri Rionge (joined while in progress), and Paul Twomey participated. Board Liaison Francisco A. Jesus Silva also participated. ICANN staff member Dan Halloran, Chief Registrar Liaison and Acting Secretary and Esme Smith, with Jones Day, counsel to ICANN, were also in attendance. The meeting was held for the sole purpose of filling the positions of Chair and Vice Chair of the Board, and electing members to each standing committee of the Board. Board took the following actions:


Election of Board Chairman

Resolved [03.131] that Vinton Cerf is elected as Chairman of the New Board under Article XX, Section 2(6) of the Bylaws, to serve until the 2003 Annual Meeting at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and to hold such office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified.

(The Board approved the above resolution by a 11-0-1 vote, with Mr. Cerf abstaining.)

Election of Board Vice-Chairman

Resolved [03.132] that Alejandro Pisanty is elected as Vice-Chairman of the New Board under Article XX, Section 2(6) of the Bylaws, to serve until the 2003 Annual Meeting at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and to hold such office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified.

(The Board approved the above resolution by a 11-0-1 vote, with Mr. Pisanty abstaining.)


Board Committee Appointments

(Following discussion, the members of the Board decided that in approval of Board Committee appointments, proposed Committee members, including Committee Chairs, would not abstain from the vote.)

Executive Committee

Resolved [03.133] that membership of the Executive Committee of the New Board be established, for a term concluding at the 2003 Annual Meeting and to continue on the basis of the Charter as presently in effect, with the following membership: Tricia Drakes, Njeri Rionge and Hualin Qian, along with the Board Chairman, Vice-Chairman and Paul Twomey, President of ICANN as an ex-officio member.

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

Board Governance Committee

Resolved [03.134], that membership of the Board Governance Committee of the New Board be established for a term concluding at the 2003 Annual Meeting, to continue on the basis of the Charter as presently in effect, with the following membership: Ivan Campos, Mouhamet Diop, Tricia Drakes, Masanobu Katoh, Thomas Niles, and Alejandro Pisanty (Chair).

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

Finance Committee

Resolved [03.135], that membership of the Finance Committee of the New Board be established for a term concluding at the 2003 Annual Meeting, to continue on the basis of the Charter as presently in effect, with the following membership: Ivan Campos (Chair), Tricia Drakes, Thomas Niles, and Michael Palage.

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

Audit Committee

Resolved [03.136], that membership of the Audit Committee of the New Board be established for a term concluding at the 2003 Annual Meeting, to continue on the basis of the Charter as presently in effect, with the following membership: Lyman Chapin, Veni Markovski, Thomas Niles, and Njeri Rionge (Chair).

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

Meetings Committee

Resolved [03.137], that membership of the Meetings Committee of the New Board be established for a term concluding at the 2003 Annual Meeting, to continue on the basis of the Charter as presently in effect , with the following membership: Ivan Campos, Mouhamet Diop, Veni Markovski (Chair), and Hualin Qian.

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

Reconsideration Committee

Resolved [03.138], that membership of the Reconsideration Committee of the New Board be established for a term concluding at the 2003 Annual Meeting, to continue on the basis of the Charter as presently in effect, with the following membership: Lyman Chapin (Chair), Veni Markovski, Michael Palage, and Njeri Rionge.

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

Conflicts of Interest Committee

Resolved [03.139], that membership of the Conflicts of Interest Committee of the New Board be established for a term concluding at the 2003 Annual Meeting, to continue on the basis of the Charter as presently in effect, with the following membership: Lyman Chapin, Masanobu Katoh (Chair), Michael Palage, and Hualin Qian.

(The Board approved the above resolution by a 13-0-0 vote, following discussion of the duties and responsibilities of the members of the Committee and the willingness of proposed Committee members to serve.)

Following discussion among the members of the Board regarding timing of the next meeting of the Board, the meeting was adjourned.