ICANN's Board of Directors held a meeting, duly noticed, by teleconference on 12 September 2003. Directors Vint Cerf (Chair), Mouhamet Diop, Tricia Drakes, Veni Markovski, Michael D. Palage, Alejandro Pisanty and Paul Twomey were present. Board Liaisons Roberto Gaetano, John Klensin and Francisco A. Jesus Silva also participated. Joe Sims (present for part of the meeting) and Esmé Smith with Jones Day, outside counsel to ICANN, were also in attendance. Ms. Smith acted as secretary for the meeting.
Proposed Amendment to Bylaws re Annual Meeting
In furtherance of discussion during the Board's 9 September 2003 meeting, the current language of the bylaws of the corporation regarding the annual meeting had been reviewed, and determined unnecessarily limiting and restrictive. Accordingly, the following resolutions were presented:
Whereas, under ICANN's bylaws, Article VI, Section 13, ICANN is required to hold an annual meeting each year for the purpose of electing officers and for the transaction of such other business as may come before the meeting;
Whereas, Article VI, Section 13 presently specifies that such annual meeting shall be held in the fourth quarter of the calendar year, at ICANN's office in Marina Del Rey, California, and be open to the public;
Whereas, the Board has determined that such bylaws provision as presently drafted is unnecessarily restrictive for ICANN from an administrative and cost perspective;
Whereas, the Board desires that ICANN be permitted to set the annual meeting for ICANN at Marina Del Rey, California or any other appropriate place of the Board's time and choosing, provided such annual meeting is held within 14 months of the immediately preceding annual meeting;
The following resolution was presented for consideration by Mr. Pisanty, and seconded by Mr. Palage:
Resolved [03.145] that the Board hereby instructs the staff to prepare an amendment to the bylaws for public posting for the purpose of allowing the annual meeting for ICANN to be held at Marina Del Rey, California or any other appropriate place of the Board's time and choosing, provided such annual meeting is held within 14 months of the immediately preceding annual meeting.
(The Board approved the above resolution by a 7-0-0 vote.)
2003 Annual Meeting
With the above resolution to proceed with the bylaw amendments necessary to make it so, the Board determined to set the corporation's 2003 annual meeting in Tunisia.
Whereas, the Board desires, subject to the adoption of an amendment to the bylaws as set forth above, to designate the upcoming ICANN meeting in Carthage, Tunisia from 27-31 October to be the 2003 annual meeting for ICANN;
Whereas, the Board shall consider and act to address, if possible, any significant concerns raised by ICANN bodies regarding the designation of Carthage as the 2003 annual meeting;
The following resolution was presented for consideration by Mr. Palage, and seconded by Ms. Drake:
Resolved [03.146] that the Board, subject to the foregoing, hereby designates the 27-31 October meeting in Carthage, Tunisia as the 2003 annual meeting for ICANN.
(The Board approved the above resolution by a 7-0-0 vote.)
Amendment No. 6 to MoU with U.S. Department of Commerce
Prior to the call, the proposed Amendment No. 6 to the MoU was circulated to the Board for review. To commence the discussion, Mr. Twomey, ICANN's President, provided a summary review of Amendment No. 6, highlighting those changes and differences from the text of the corporation's existing Memorandum of Understanding with the U.S. Department of Commerce. Questions were asked by various board members, and additional detail brought forth on points as requested. The timeline for deliverables under Amendment No. 6 was discussed by the board, with emphasis on the need for planning and the development of processes to ensure that deadlines could be met. Provisions in Amendment No. 6 relating to the global nature of ICANN's role were commented on favorably by members of the Board, and it was recognized that constituent and stakeholder support would be critical going forward. After an exhaustive review and discussion, the following resolutions were presented:
Whereas, on 25 November 1998 the Department of Commerce of the United States Government ("DoC") entered into a Memorandum of Understanding (MoU) with ICANN, recognizing it as the global participation, not-for-profit corporation assuming various technical coordination responsibilities for the Internet;
Whereas, the MoU called for ICANN to develop and test various mechanisms to allow stable, private-sector technical coordination ("Tasks"), as well as assume certain responsibilities and work collaboratively with the DoC during a transition period in which the effectiveness and stability of these mechanisms would be demonstrated;
Whereas, the MoU originally provided for an expiration date of 30 September, 2000 and has been amended five times to date, providing for additional one-year extensions and further defining and refining the various Tasks set forth therein;
Whereas, the MoU, as last amended, currently provides for a scheduled expiration date of 30 September 2003;
Whereas, ICANN submits status reports to the DoC as required under the MoU describing the progress ICANN has made on completing the Tasks;
Whereas, the ICANN Board and the DoC recognize that, while significant progress has been made, the Tasks will not be completed by the currently established 30 September 2003 expiration date for the MoU;
Whereas, the DoC has proposed Amendment No. 6 to the MoU, further describing and refining the Tasks, responsibilities of ICANN, and collaborative work to be undertaken with the DoC, and providing until 30 September 2006 to complete the remaining Tasks;
Whereas, the language of the proposed amendment has been presented to the Board;
Whereas, the Board has engaged in lengthy discussion, deliberation, consideration and evaluation regarding the proposed amendment, has had the opportunity to ask questions and obtain additional background and context regarding the amendment from the President and has duly noted and remarked upon the changes from the MoU as currently in effect;
Whereas, the President has recommended to the Board that the proposed amendment be entered into by ICANN;
Whereas, the Board has determined that the proposed amendment is in the best interests of ICANN and benefits the general Internet community as a whole, is in furtherance to achievement of the mission and goals of ICANN and the values of its constituent groups, and is appropriate for the continued growth and progress of ICANN;
Whereas, the President has stated his belief that the Tasks as set forth in the amendment are achievable under the terms of the MoU as to be amended;
The following resolutions were presented for consideration by Mr. Pisanty, and seconded by Mr. Markovski:
Resolved [03.147] that the President is authorized to enter into an Amendment No. 6 to the MoU on behalf of ICANN, in substantially the form as presented to the Board; and
Resolved [03.148] that upon execution of the amendment by both parties, the President is authorized and directed to take such actions as appropriate to implement the amendment.
(The Board approved the above resolutions by a 7-0-0 vote.)
The meeting was then formally adjourned at 14:45 UTC.