A Special Meeting of the ICANN Board of Directors was held via teleconference, on 24 October 2005, and was called to order at 11:20 AM, Pacific Daylight Time. Chairman Vinton G. Cerf presided over the entire meeting. The following other Board Directors participated in all or part of the meeting: Raimundo Beca, Mouhamet Diop, Demi Getschko, Hagen Hultzsch, Joichi Ito, Veni Markovski, Thomas Niles, Michael D. Palage, Alejandro Pisanty, Hualin Qian, Vanda Scartezini, Peter Dengate Thrush, and Paul Twomey. The following Board Members did not participate in the Meeting: Hualin Qian and Njeri Rionge. The following Board Liaisons participated in all or part of the meeting: Steve Crocker, Security and Stability Advisory Committee Liaison; Roberto Gaetano, At Large Advisory Committee Liaison; Thomas Narten, IETF Liaison; Mohamed Sharil Tarmizi, Governmental Advisory Committee Liaison; Richard Thwaites, Technical Liaison Group Liaison; and Suzanne Woolf, RSSAC Liaison. John Jeffrey, General Counsel and Board Secretary and Kurt Pritz, Vice President of Business Operations participated in the meeting.
A Voting Transcript of the Special Board Meeting is being provided simultaneously with the posting of these adopted minutes.
The Board took action on the following agenda items:
Initiation of Public Comment Period on Proposed VeriSign Settlement and Proposed New .COM Registry Agreement -
Kurt Pritz, John Jeffrey and Paul Twomey discussed the details and updated the board from numerous previous discussions regarding negotiations with VeriSign regarding the settlement. The various proposed agreements were summarized and discussed, and there was a discussion regarding litigation risks associated with continuing the VeriSign lawsuits. All of the Board Members on the call participated in the discussion. Staff requested authority from the Board to post the Agreements for public comment for no less than 21 days consistent with the time frame set out in the GNSO recommendation presented and discussed at a recent ICANN Board Meeting. Staff asked the Board for the authority to post the proposed agreements but not for approval of those agreements and it generally agreed that it was appropriate to obtain public coments on the documents.
Peter Dengate Thrush and Thomas Niles moved for the following resolution to be considered and Hagen Hultzsch seconded:
Whereas, ICANN has negotiated a proposed settlement of the pending litigation between ICANN and VeriSign.
Whereas, significant ICANN funds and staff, and ICANN community resources, have been devoted to addressing many long-standing points of tension and litigation between VeriSign and ICANN, which have adversely affected the broader Internet community.
Whereas, ICANN has engaged in negotiations with VeriSign in an effort to reach a favorable agreement on litigation issues in order to benefit the broader Internet community.
Whereas, the proposed settlement agreement includes VeriSign withdrawing all pending litigation and arbitration relating to .com, and VeriSign adopting ICANN's position on a wide range of issues concerning registry services and the way they are introduced.
Whereas, the proposed settlement agreement requires VeriSign to introduce new services through a transparent, defined, and timely procedure that includes safeguards for security, stability and competition.
Whereas, the proposed settlement agreement requires VeriSign to exclusively use binding arbitration through the Paris-based International Chamber of Commerce for all future .com disputes.
Whereas, the proposed settlement agreement commits VeriSign to work with ICANN to coordinate the tasks that ICANN and VeriSign undertake in the updating of the zone file.
Whereas, the proposed settlement agreement enters ICANN and VeriSign into a new .COM Registry agreement intended to balance innovation and business certainty with the need to ensure competition, security and stability in the domain name system.
Whereas, prior to making a determination on whether the proposed settlement agreement should be approved, the ICANN Board desires broad input from the ICANN community and the general public on whether the proposed settlement agreement will be beneficial for the ICANN community and the future security and stability of the Internet.
Resolved (05.90), that the ICANN President and General Counsel are directed to post the settlement documents on the ICANN website for public comment, and to return to the Board for approval, disapproval or advice on the settlement, at which time the Board will consider all input and determine the appropriate actions.
The board approved the resolution by a 11-0, with one abstention. Board Members voting in favor included Raimundo Beca, Vinton Cerf, Demi Getschko, Hagen Hultzsch, Joichi Ito, Veni Markovski, Thomas Niles, Alejandro Pisanty, Vanda Scartezini, Peter Dengate Thrush, and Paul Twomey. Board Member Mouhamet Diop was present for the vote, but could not be heard. Board Members Hualin Qian and Njeri Rionge were not present for the vote. Njeri Rionge subsequently posted a statement for inclusion into the Board's Voting Transcript. Board Member, Michael Palage abstained due to a conflict of interest.
The Meeting was adjourned at 12:02 PM, Pacific Daylight Time.