Minutes

Regular Meeting of the Board
16 July 2000

A meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers (the "Corporation") was held in open session at 9:06 a.m. local time at the Intercontinental Hotel, Yokohama, Japan, on July 16, 2000.

The following Directors of the Corporation were present: Esther Dyson, Chairman, Jean-François Abramatic, Amadeu Abril i Abril, Vinton G. Cerf, Jonathan Cohen, George Conrades, Greg Crew, Frank Fitzsimmons, Ken Fockler, Hans Kraaijenbrink, Jun Murai, Alejandro Pisanty, Michael Roberts, Eugenio Triana, Linda S. Wilson, and Pindar Wong. Robert Blokzijl arrived while the meeting was in progress. The following Directors were absent: Geraldine Capdebosq and Philip Davidson. Also present at the meeting were Louis Touton, Vice President, General Counsel and Secretary of the Corporation; Andrew McLaughlin, Chief Financial Officer of the Corporation; and Joe Sims, of Jones, Day, Reavis & Pogue.

The meeting was called to order by the Chairman, Esther Dyson.

Mr. Roberts began calling the agenda items for discussion.

NEW TOP-LEVEL DOMAINS

Mr. Touton presented and read resolution language proposed by the staff concerning a process for considering the introduction of new top-level domains (TLDs). He explained that the language was based on recommendations from the DNSO Names Council and Working Group C, and public comments. The proposed resolutions would initiate a detailed application process for new TLDs to be completed by January 2001.

In discussion, the Board considered the appropriate policy for handling information applicants wish to keep confidential, the proper degree of specificity of the resolution, the types of applications (if any) that ought to be explicitly encouraged by the resolution, and the number of new TLDs that should be added. The Board also discussed various aspects of the interpretation of the resolutions.

Mr. Wong inquired whether the listed order of the principles (see resolution 00.50 below) implies the priority of their importance. Mr. Touton stated that order was not meant to imply priority, and that the list of principles was not intended to be exhaustive.

Ms. Dyson recommended that the process be open and the applications be published in full. Mr. Touton noted that the intent was to use the same policy on confidential applicant information used in the registrar accreditation process. Under that policy, ICANN discourages claims of confidentiality but recognizes that to encourage applicants to provide all relevant documents and information, it is appropriate to afford applicants the opportunity to submit legitimate trade-secret information with a request for confidential handling by ICANN. ICANN reviews confidentiality claims and, where they are found inappropriate, requires applicants to either abandon them or withdraw the material.

Ms. Wilson expressed concern that the resolution might be viewed as delegating too much policy formulation authority from the Board to the staff. Mr. Touton explained that the structure of the resolution was intended to accomplish two objectives: to introduce new TLDs in a measured and responsible manner, and to leave enough flexibility in the decision process to allow the decisions to be made in light of the specific proposals received. The resolution seeks to do these things by stating a general willingness to introduce new TLDs, while deferring decisions on details until later in the process, after applications are received. Mr. Sims emphasized that no delegation of decision-making authority was intended. The Board would retain the ultimate decision-making power based on recommendations given to it by the ICANN staff. The phrase "After approval by the Board" was added to the proposed resolution (see resolution 00.47 below) to reflect that the Board would review the selections before announcement of selection for negotiations.

Mr. Triana inquired whether the process would involve consideration of financial capabilities of applicants. Mr. Touton indicated that that was intended. To make this clear, language was added to the proposed resolution to include financial capabilities in the information sought from applicants. (See resolution 00.49 below.)

Mr. Abril i Abril suggested that the proposed language relating to "arrangements proposed to protect consumers" in case of registry failure be changed to refer to protecting "users," since the need for protection is shared by all Internet users. This change was made in the proposed language. (See resolution 00.49 below.)

Mr. Cohen suggested that the language seeking information from applicants about measures to minimize "infringements" of intellectual property rights be broadened to reflect that there are abuses other than infringements. This change was made. (See resolution 00.49 below.)

Ms. Dyson emphasized the importance of diversity in the applications and the "proof of concept." She suggested amendment of the proposed resolution to specifically include diversity of business models and geographic diversity. Mr. Cerf noted that not all types of diversity could be listed in the resolution or included in "proof of concept."

Mr. Fockler noted that the ASO and PSO had the opportunity to review the DNSO recommendation and no negative comment received from either. Two additional "whereas" clauses were added to express Mr. Fockler's comment.

Although recognizing the difficulty in precisely stating the number of TLDs to be established in the "proof of concept" before specific proposals are made in full applications, the Board discussed the number of TLDs that was generally intended. Ms. Dyson supported adding 10 or close to 10 new TLDs in the proof of concept. Mr. Touton stated that it is important that ICANN promote a careful, stable introduction as well as a valid proof of concept, because a misstep in the initial introduction may make future introductions much more difficult. He gave the staff's assessment that a number as high as 10 would be a significant strain on the ICANN staff's ability to achieve a smooth introduction. Mr. Kraaijenbrink supported choosing one or two from each of four categories (fully open, restricted/chartered with limited scope, non-commercial, personal), ultimately ending up with between 3 and 8 new TLDs in the "proof of concept." Mr. Fockler supported Ms. Dyson's comments about the benefits of diversity and hoped that the process would end up in the upper part of the range of 6 to 10. Mr. Cerf stressed that this is a proof of concept and that it is important not to limit ICANN's ability to conduct the experiment by expanding it too much. Also, he noted that ICANN should not prejudice the opportunity for additional introductions in the future. Mr. Abril i Abril raised the importance of robustness, rather than achieving all types of diversity. He indicated that the need for robust operations should guide the number of TLDs selected. Ms. Wilson stated that the aggressive timetable practically limits the number of TLDs that can be introduced to a small number. Mr. Conrades and Mr. Fitzsimmons each commented that quality is more important than quantity for the "proof of concept." Mr. Triana agreed, emphasizing that the introduction must be "measured and responsible" and that ICANN should not try to exceed its abilities in the initial introduction.

Upon motion duly made and seconded, the Board unanimously adopted the following resolution:

Whereas, the Domain Name Supporting Organization (DNSO) has conducted a consensus-development process on the introduction of new TLDs and the issues concerning the protection of famous trademarks in the context of introduction of new TLDs;

Whereas, the Names Council of the DNSO made a set of recommendations to the Board on 18/19 April 2000, including the recommendation that the Board establish a policy for the introduction of new gTLDs in a measured and responsible manner;

Whereas, the Names Council of the DNSO made a second set of recommendations to the Board on 19 May 2000, which concerned Famous Trademarks and the Operation of the DNS;

Whereas, the ICANN staff has posted a document entitled "ICANN Yokohama Meeting Topic: Introduction of New Top-Level Domains" on 13 June 2000 and sought public comment on the web site concerning the Names Council recommendations and related issues;

Whereas, over 1,300 comments were received on the ICANN web site in response to the staff posting;

Whereas, on 15 July 2000 a public forum was held in Yokohama concerning the issues discussed in the staff paper;

Whereas, the Names Council recommendations were transmitted to the Protocol Supporting Organization and the Address Supporting Organization for their comment regarding the implications on activities within their scopes of primary responsibility;

Whereas, no negative comment was received from either Supporting Organization;

Resolved [00.46] that the Board hereby adopts the Names Council's recommendation that a policy be established for the introduction of new TLDs in a measured and responsible manner.

Resolved [00.47] that the President is authorized to implement this policy according to the following schedule, which the President may adjust if necessary to accommodate circumstances that arise:

1 August 2000 - ICANN to issue a formal call for proposals by those seeking to sponsor or operate one or more new TLDs, accompanied by a New TLD Registry Application Form, instructions for filling out the application, and a statement of criteria for the Board's eventual decision.

1 October 2000 - Deadline for ICANN's receipt of applications. Portions of these applications deemed appropriate for publication for purposes of public comment or otherwise will be posted on ICANN's web site.

15 October 2000 - Close of period for public comments on proposals.

20 November 2000 - After approval by the Board, ICANN to announce selections for negotiations toward entry of agreements with registry sponsors and operators.

31 December 2000 - Target date for completion of negotiations.

Resolved [00.48] the President is authorized to establish a non-refundable fee of USD $50,000 for the submission of an application to become a sponsor or operator of a registry, which the Board finds is a reasonable estimate of ICANN's costs likely to be associated with receipt and evaluation of such applications, and follow-up.

Resolved [00.49] in connection with applications, the President should seek information that he determines is appropriate. Without limiting the information that may be sought, the Board commends to the President's consideration the data elements described in section IV of the staff paper, and also notes that the data elements should include:

full information about the technical, business, management, and financial capabilities of the proposed operator of the registry;

a detailed description of the policies contemplated to promote orderly registration of names in the initial phases of introduction of the TLD;

full details concerning arrangements proposed to protect users in the event of registry failure; and

measures proposed for minimizing use of the TLD to carry out infringements or other abuses of intellectual property rights.

Resolved [00.50] that the President is authorized to establish guidelines for assessing which proposals to select for negotiations toward entry of agreements with registry sponsors and operators. The Board commends the following topics to the President for inclusion in the guidelines:

The need to maintain the Internet's stability, and especially the protection of domain-name holders from the effects of registry or registration-system failure.

The extent to which selection of the proposal would lead to an effective "proof of concept" concerning the introduction of top-level domains in the future, including the diversity the proposal would bring to the program, such as fully open top level domains, restricted and chartered domains with limited scope, noncommercial domains, and personal domains; and a variety of business models and geographic locations.

The enhancement of competition for registration services at the registry and registrar level.

The enhancement of the utility of the DNS.

The evaluation of delegation of policy-formulation functions for special-purpose TLDs to appropriate organizations.

The extent to which the proposal would meet previously unmet types of needs.

The importance of appropriate protections of rights of others, including intellectual property rights, in connection with the operation of the TLD, especially during the start-up phases.

Resolved [00.51] that the President is authorized to seek technical advice from appropriate individuals or organizations to assist the evaluation of proposals.

BYLAWS ON MEMBERSHIP

Mr. McLaughlin introduced the topic of the process for choosing At Large Directors in the year 2000. He presented the text of a proposed resolution, which would amend the bylaws to provide the Board the ability to establish a plan for the nomination and selection of five At Large Directors no later than 1 November 2000. He noted that concern was expressed in the July 15 public forum that under the plan proposed for public comment there would be only 5 At Large Directors from 2001 to 2002. He noted that the proposed resolution addressed this by extending the terms of four directors by up to two years, rather than just one year as initially proposed. He also noted that the proposed language clarified that the study of membership slated to begin after choosing the five directors would cover all aspects of membership.

Mr. Sims introduced the part of the resolution dealing with the number of At Large Directors, which suggested that four of the initial directors remain on the board following the election of the 5 new At Large Directors until the end of 2002. He noted that if they resigned before that time, the extension of term would apply to their appointed replacements. Mr. Sims also suggested specific enumeration of certain questions to be considered in the study. He suggested the inclusion of: whether the Board should include At Large Directors, how many, how they should be selected, and their proper role on the board. Mr. Roberts noted that the details of the study would be considered when it was formally chartered at the annual meeting in November 2000.

In response to an inquiry by Ms. Wilson, Mr. Touton explained that in the event of a vacancy on the Board, a replacement would be selected by the remaining Board members and the replacement would serve until the end of the original Board member's term.

Mr. Abril i Abril argued against the extension of the terms of any of the initial directors. Other directors noted that the change was in response to public comment and that changes in response to public comment are appropriate. Mr. Wong stated that retaining experienced directors should be a benefit to ICANN.

A discussion ensued regarding the description of the clean sheet study. The proposed language was revised to emphasize that all directors (whether "At Large" or not) have similar roles with respect to ICANN, while continuing to note that the study should be done in the context of ICANN's limited technical and administrative responsibilities.

Upon motion duly made and seconded, the Board unanimously approved the following resolution. (Mr. Abril i Abril voted for the resolution as a whole but noted his opposition for the portion of the resolution that extended the terms of four of the initial directors.)

Whereas, the Board in Cairo adopted a set of resolutions substantially revising the structure and form of the At Large membership and election process, and directing the ICANN staff to prepare and post for public comment conforming amendments to Article II of the Bylaws;

Whereas, the staff's proposed Bylaws amendments were posted for over one month, and the subject of extensive comment at the 15 July public forum in Yokohama;

Whereas, the Board agrees that certain modifications to the staff's proposal are necessary to clarify the scope and purpose of the post-election study, and to assure the retention of nine At Large Directors on the Board during the entire period from the annual meeting in 2000 to the annual meeting in 2002; it is

Resolved [00.52] that the Board adopts the following amendments to the ICANN Bylaws:

1. The provisions of Article II of the Bylaws are repealed, and replaced with the following:

Article II: MEMBERSHIP

Section 1. GENERAL

The Corporation shall not have members as defined in the California Nonprofit Public Benefit Corporation Law ("CNPBCL"), notwithstanding the use of the term "Member" in these bylaws, in a selection plan adopted by Board resolution, or in any other action of the Board. Instead, the Corporation shall allow individuals (described in these bylaws as "Members") to participate in the activities of the Corporation as described in this Article II and in a selection plan adopted by Board resolution, and only to the extent set forth in this Article II and in a selection plan adopted by Board resolution.

Section 2. PLAN FOR SELECTION OF FIVE "AT LARGE" DIRECTORS IN THE YEAR 2000

Five persons shall be nominated and selected by no later than November 1, 2000, to become "At Large" Directors according to a selection plan adopted by the Board. They shall be seated at the conclusion of the Annual Meeting of the Corporation in 2000.

Section 3. TERMS OF "AT LARGE" DIRECTORS

The five "At Large" Directors seated as described in Section 2 shall serve terms that expire at the conclusion of the Annual Meeting of the Corporation in 2002.

Section 4. TEMPORARY COMMITTEES

There shall be two temporary committees to assist in implementing the selection plan mentioned in Section 2 of this Article. The first Committee, the Nominating Committee, shall consist of four Directors of the Corporation and three other individuals, one of whom shall be the current Chair of the Internet Architecture Board. It shall have the responsibility for nominating individuals for possible selection as "At Large" Directors. Notwithstanding anything to the contrary in Article III, Section 4, its choice of nominees shall not be subject to review or reconsideration by the Board. The second committee, the Election Committee, shall consist of three Directors of the Corporation and four other individuals, including at least one with significant expertise in monitoring elections to ensure compliance with election procedures. It shall have the responsibility of recommending to the Board procedures for carrying out and overseeing the selection of five "At Large" Directors under the selection plan. Each committee shall serve pursuant to a charter adopted by the Board, and will cease to exist as soon as it has carried out the functions identified in that charter. Each committee will establish its own rules and procedures, which must be consistent with its charter.

Section 5. STUDY OF "AT LARGE" MEMBERSHIP

Beginning immediately following the conclusion of the Annual Meeting of the Corporation in 2000, the Corporation shall initiate a comprehensive study of the concept, structure and processes relating to an "At Large" membership for the Corporation. The study shall be structured so as to allow and encourage the participation of organizations worldwide, and shall be a "clean sheet" study–meaning that previous decisions and conclusions regarding an "At Large" membership will be informative but not determinative, and that the study will start with no preconceptions as to a preferred outcome. The study shall include, but not necessarily be limited to, the following issues, taking into account the limited technical and administrative responsibilities of ICANN:

Whether the ICANN Board should include "At Large" Directors;

If so, how many such Directors there should be;

How any such "At Large" Directors should be selected, including consideration of at least the following options: selection by an "At Large" membership; appointment by the existing Board; selection or appointment by some other entity or entities; and any combination of those options;

If selection by an "At Large" membership is to be used, the processes and procedures by which that selection will take place; and

What the appropriate structure, role and functions of an "At Large" membership should be.

The Board shall establish, by the Annual Meeting in 2000, a process and structure for the study that will enable it to meet the following deadlines:

a. The results of the study should be presented to the Board no later than the second quarterly meeting of the Corporation in 2001;

b. The Board shall review the study, and propose for public comment whatever actions it deems appropriate as a result of the study, on a schedule that would permit the Board to take final action on the study no later than the Annual Meeting of the Corporation in 2001; and

c. Any actions taken by the Board as a result of the study that require the selection of any "At Large" Directors should be implemented on a schedule that will allow any new "At Large" Directors to be seated no later than the conclusion of the Annual Meeting of the Corporation in 2002.

2. Article V of the Bylaws is amended as follows:

a. Section 1 is amended to delete the second sentence and replace it with the following language:

"Five of the "At Large" members of the Initial Board, to be determined by the "At Large" members of the Initial Board, shall serve until the conclusion of the Annual Meeting of the Corporation in 2000. The remaining four "At Large" members of the Initial Board shall serve until the conclusion of the Annual Meeting of the Corporation in 2002."

b. Section 4(iv) is amended to read as follows:

"(iv) Nine (9) "At Large" members of the Initial Board during their terms of office prescribed in Section 1 of this Article, and any successors; and"

c. Section 6 is amended to delete the words "and the At Large Council" from the second sentence.

d. Section 9(a) is amended to read as follows:

"(a) "At Large" Directors shall be selected pursuant to the provisions of Article II of these Bylaws."

e. Section 9(c)(2). is amended to read as follows:

"2. The term of "At Large" members of the Initial Board shall expire as stated in Section 1 of this Article;"

f. Section 9(c)(3) is amended to read as follows:

"3. The term of the five At Large Directors seated pursuant to Article II, Section 2 of these Bylaws shall expire as stated in Article II, Section 3; and"

g. The last (unnumbered) paragraph of Section 9(c) is amended to read:

"Each Director, including a Director selected to fill a vacancy or selected at a special meeting, shall hold office until expiration of the term for which selected and qualified and until a successor has been selected and qualified or until that Director resigns or is removed in accordance with these bylaws, provided that no "At Large" Director selected pursuant to Article II of these Bylaws shall continue to hold office after the expiration of his or her term even if a successor has not been selected and qualified. No Director may serve more than two (2) terms."

h. Section 11 is amended to delete the third sentence and, in the fifth sentence, the words "or At Large Council" and the words "or more than one At Large Director."

i. Section 12 is amended to delete the second and third sentences, and replace them with the following sentence:

"Any vacancy occurring on the Board of Directors involving an "At Large" Director, whether from the Initial Board or seated under Article II, Section 2 of these Bylaws, shall be filled by a vote of the remaining Directors."

3. Article VII of the Bylaws is amended to add a subsection (c) to Section 1, to read as follows:

"(c) The Board may establish such temporary committees as it sees fit, with duties and responsibilities as set forth in the resolutions or charters adopted by the Board in establishing such committees."

4. In Article IX, the second sentence is amended by deleting "or At Large Council".

AT LARGE DIRECTOR SELECTION PLAN

Mr. McLaughlin presented a proposed package of resolutions to adopt a plan for selecting the At Large Directors. He explained that the first resolution is a general approval of the dates recommended by the Election Committee and the staff while retaining a degree of flexibility on the part of the staff to make small adjustments as circumstances dictate. The second resolution sets the rules concerning the voting process. The third resolution sets the member nomination process.

Various Board members discussed the extent to which candidates should be required to disclose personal and business information and affiliations. Mr. McLaughlin stated that disclosure must be sufficient to notify the voters of information relevant to voting.

With regard to the nomination and voting process, Board comment focused on the number of candidates each ICANN member should be allowed to endorse, the threshold for member-nominated candidates to be included on the ballot, the total number of candidates to be included on the ballot from each region, and endorsements for candidates in regions other than the voter's voting region, and, if a cap on the number of candidates per region is used, a method of deciding between potential candidates with equal numbers of endorsements.

During the discussion Mr. Blokzijl arrived at the meeting.

By general consensus, the Board determined that there should be a cap of seven candidates per region in order to ensure that ICANN is able to implement the process and that voters are able to learn about all the candidates in their regions. Although numerous Board members expressed interest in allowing voters to endorse multiple candidates, a show of hands demonstrated that the majority of Board members thought a single endorsement was more feasible and less error-prone.

After discussion of the above points, the Board continued on to the next agenda item and postponed further discussion and decision on the topic of the selection process to later in the meeting.

BYLAWS ON MINUTES

Mr. Roberts presented the proposed resolution and noted that it had been posted for public comment for an extensive period with little comment received.

Upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolution:

Resolved [00.53] that Article III, Section 2 is amended to read as follows:

Section 2. ACCESS TO INFORMATION

(A) All minutes of meetings of the Board, Supporting Organizations (and any councils thereof) and Committees shall be approved promptly by the originating body.

(B) No later than five (5) days after each meeting, any actions taken by the Board shall be made publicly available in a preliminary report on a publicly-accessible Internet World Wide Web site maintained by the Corporation (the "Web Site"); provided, however, that any actions relating to personnel or employment matters, legal matters (to the extent the Board determines is necessary or appropriate to protect the interests of the Corporation), matters that the Corporation is prohibited by law or contract from disclosing publicly and other matters that the Board determines, by a three-quarters (3/4) vote of Directors voting, are not appropriate for public distribution shall not be included in the preliminary report made publicly available. For any matters that the Board determines not to disclose, the Board shall describe in generic terms in the relevant preliminary report the reason for such nondisclosure.

(C) No later than the day after the date on which they are formally approved by the Board, the minutes shall be made publicly available on the Web Site; provided, however, that any minutes relating to personnel or employment matters, legal matters (to the extent the Board determines is necessary or appropriate to protect the interests of the Corporation), matters that the Corporation is prohibited by law or contract from disclosing publicly and other matters that the Board determines, by a three-quarters (3/4) vote of Directors voting, are not appropriate for public distribution shall not be included in the minutes made publicly available. For any matters that the Board determines not to disclose, the Board shall describe in generic terms in the relevant minutes the reason for such nondisclosure.

SUBLEASE OF ADDITIONAL OFFICE SPACE

Mr. Roberts presented the proposed resolution on subleasing additional office space.

Upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolution:

Whereas, the University of Southern California, from which the Corporation currently subleases its offices in Marina del Rey, has offered to amend the sublease to add additional, adjacent office space to the demised premises;

Whereas, the Board determines that entry of this sublease is in the best interests of the Corporation;

Resolved [00.54] that the President is authorized on behalf of the Corporation to enter into an addendum to the Corporation's lease for its present offices in Marina del Rey under which additional office space, consisting of approximately 2435 rentable square feet, is added to the demised premises with additional rent not to exceed $5000 per month and improvement costs borne by the Corporation not to exceed $40,000;

Resolved further [00.55] that the President is authorized to include in the addendum authorized by resolution 00.54 a provision under which the improvement costs borne by the Corporation are to be paid over the remaining term of the sublease with an interest rate not to exceed 12% per annum.

APPOINTMENT OF AUDITORS

Mr. Roberts presented the resolution on appointment of auditors in accordance with the Audit Committee recommendation to retain KPMG for a fee not to exceed $20,000 US. Upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolution:

Whereas, in accordance with its charter, the Audit Committee has received and evaluated a proposal for audit services from KPMG, LLP; and

Whereas, the committee has recommended the proposal be accepted; it is

Resolved [00.56] that KPMG, LLP, are appointed to conduct the annual financial audit of the Corporation for the fiscal year ending June 30, 2000, for a fee not to exceed $20,000; and

Resolved [00.57] that the President is authorized to enter an engagement letter with KPMG, LLP for this purpose.

ROOT-SERVER SYSTEM ENHANCEMENT

Mr. Touton explained that the Root-Server System Advisory Committee has developed plans for a more secure method for updating the root zone and presented a proposed resolution to authorize implementation of that plan.

Mr. Cerf requested that Board members have the opportunity to review the plan before it is submitted to the Department of Commerce. Upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolution:

Whereas, on July 15, 2000, the Root Server System Advisory Committee has presented a report to the Board containing its recommendations to the Board for implementation of an enhanced root-server-system architecture employing a dedicated primary nameserver;

Resolved [00.58] the Root Server System Advisory Committee's recommendations are hereby adopted;

Resolved [00.59] the President and staff are directed to prepare, in collaboration with the Root Server System Advisory Committee, a proposal to be submitted to the United States Department of Commerce for transition of the current root-server-system architecture to an enhanced architecture based on use of a dedicated primary nameserver operated by ICANN. It is the wish of the Board that this proposal be submitted no later than the end of August, 2000;

Resolved [00.60] the President, after making the proposal available to the Board members, is authorized on behalf of the Corporation to submit the proposal to the United States Department of Commerce;

Resolved [00.61] the President and staff are authorized to negotiate agreements with the root-server operators regarding their operation of the root servers and the President is authorized to enter such agreements on behalf of the Corporation subject to ratification by the Board;

Resolved [00.62] the President is authorized on behalf of the Corporation to negotiate agreements or amendments of agreements with the United States Department of Commerce providing for the Corporation to assume responsibility for maintaining the root-zone file and establishing appropriate arrangements for approval of root-zone modifications, such agreements to be presented to the Board for approval or ratification; and

Resolved [00.63] the President is authorized to expend funds, after consultation with the Executive Committee, from the current year's budget of the Corporation to acquire equipment and software in support of the Corporation's assumption of responsibility for maintaining the root zone.

DEFINITION OF ICANN'S GEOGRAPHIC REGIONS

Mr. McLaughlin noted the need, presented by the region-based selection of At Large Directors, to settle some issues concerning allocations to ICANN's five geographic regions. He described the United Nations' authoritative lists of regions, countries, and territories that the staff proposes to use for this purpose.

In the ensuing discussion, Board members expressed concern about assigning countries to regions, but noted that it was necessary to do so and that it was best to refer to some independently prepared and authoritative list for this purpose.

Mr. Touton, noting that the lists include areas that are not countries, such as dependencies, inquired how persons from these areas would be treated. Mr.McLaughlin responded that persons from areas that are not countries would be grouped together with the country of citizenship for that area. Thus, a resident of Guadaloupe (an overseas department of France located in the Caribbean) would be grouped with Europe rather than Latin America/Caribbean.

In response to a question about the duration of the allocation, Mr. Touton noted that the bylaws require the Board to reconsider the composition of the geographic regions at least once every three years.

Upon a motion duly seconded, the Board adopted the following resolution:

Whereas, Article V, Sec. 6, of the ICANN Bylaws calls upon the Board to determine a specific allocation of countries among five general geographic regions (Europe; Asia/Australia/Pacific; Latin America/Caribbean islands; Africa; North America); and

Whereas, this year's At Large membership elections will entail the selection of one Director from each of ICANN's five geographic regions; and

Whereas, the Governmental Advisory Committee, upon the ICANN staff's request for advice, recommended that "With regard to the definition of ICANN's Geographic Regions, ICANN should make reference to existing international norms for regional distribution of countries," it is

Resolved [00.64] that the staff is directed to assign countries to geographic regions on the basis of the United Nations Statistics Division's current classifications of "Countries or areas, codes and abbreviations," as revised 16 February 2000, and "Composition of macro geographic (continental) regions and component geographical regions," as revised 16 February 2000.

All directors voted in favor, except Mr. Abril i Abril (voting against) and Mr. Wong (abstaining).

AUTHORIZATION TO CONTRACT WITH VOTING SYSTEM VENDOR

Mr. Roberts presented a proposed resolution authorizing a contract with a voting system vendor for the upcoming election.

After brief discussion, upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolution:

Whereas, the Election Committee has received several credible proposals from prospective vendors of online voting systems; and

Whereas, the Election Committee is working to review the proposals and make a recommendation to the President and CEO; it is

Resolved [00.65] that the President is authorized to enter into a contract with a vendor of online voting systems, on the best terms available.

STATUS OF <members.icann.org> WEB SERVER

Mr. Roberts described load-management problems that had recently arisen with the <members.icann.org> server. He explained that the reason for the current situation is rooted in the original estimate made early in 2000 that there would be approximately 5,000-10,000 Internet users participating in the At Large Director selection process and the related choice to allocate only US $100,000 toward the personnel and equipment for the membership server and database.

In discussion the Board explored the options for improving the ability of the server to manage the load until the end of the registration period, and the possibility of extending the voter application period. The Board determined that making major system changes or extending the application period might jeopardize the integrity of the system and therefore that only minor changes should be made.

AT LARGE DIRECTOR SELECTION PLAN

The Board returned to discussion of the details of the plan for selecting five At Large Directors by 1 November 2000. Mr. McLaughlin reviewed the Election Committee recommendations.

Some directors expressed concern that some are characterizing the role of the selection process (and ICANN) much too broadly, leading to departures from the goal of choosing high-quality directors to a technical coordination body.

As to the required endorsements for member-nomination, a requirement of 2% of activated voters was proposed. Mr. Fockler proposed that no more than 200 endorsements be required, even in large regions, with 2% applying in smaller regions (those with fewer than 10,000 activations). Other Board members expressed support for the original proposal.

Upon motion duly made and seconded, the Board approved the adoption of the following resolution, with an abstention by Mr. Fockler:

Resolved [00.66] that the Board endorses the overall plans for the Year 2000 "At Large" Director selection process recommended by the staff and Election Committee (in the documents entitled "ICANN At Large Election: Proposed Rules for Member-Nomination," posted May 19, 2000 as updated July 6, 2000, and "Draft Recommendation on Election Procedures," posted June 23, 2000) subject to the revisions and clarifications in resolutions 00.67 and 00.68 below; adopts them as so revised and clarified as part of a selection plan for "At Large" Directors under Article II, Section 2 of the bylaws; and directs the President to implement the At Large election schedule substantially in accord with the staff's proposed dates and deadlines; and

Resolved [00.67] that the Board endorses and accepts the Election Committee's recommendations, with the following clarifications:

The Board approves the use of Alternative/Preferential Voting to conduct the election.

The Board directs the President to appoint a number of suitably qualified individuals to monitor the election process in accordance with the scope of responsibilities defined in the Election Committee's Recommendation 6.

Resolved [00.68] that the Board adopts the following rules for the member-nomination phase:

1. An individual seeking to be nominated by the membership must notify ICANN by email of his/her wish to do so. The email must include the following information:

Name

Country of citizenship

Place of residence

Physical address and phone number

Email address

Employer(s)

A statement not to exceed 250 words addressing the individual's qualifications and experience specifically relevant to (a) ICANN's technical and administrative responsibilities, and (b) his/her leadership and policy-level roles.

Information indicating material ICANN-related interests, including an identification of:

Employment and consulting relationships

Ownership or investment interests in any ICANN-related businesses

Official positions in any ICANN-related businesses or organization

Any background information, personal statement, URL, or other information the candidate would like posted in connection with his/her name on the ICANN website.

Whether the individual is an official of a national government or a multinational entity established by treaty or other agreement between national governments, such as an elected official or employee of a government or multinational entity.

2. The deadline for an individual to notify ICANN of her/his wish to be nominated by the membership will be August 14.

3. For each individual seeking to member-nominate, ICANN will provide a web page listing the information in Rule 1, except for physical address, phone number, and email address (unless requested by the individual). The pages will be indexed on a common page, grouped by geographic region.

4. ICANN will provide a cgi interface that will allow any At Large Member to indicate support for a given candidate for member-nomination, by entering her/his membership number, password, and PIN number.

5. Each At Large Member will be able to indicate support for one candidate in his/her geographic region for member-nomination.

6. ICANN will send periodic email notifications to the At Large Membership, listing the names of individuals seeking to member-nominate and pointing members toward the web pages for candidates.

7. To obtain a place on the final ballot, an individual seeking member-nomination must meet the following conditions:

Support from 2% of the At Large Members in her/his geographic region, or 20 members, whichever is greater;

Support from residents of at least two (2) countries;

Subject to an absolute limit of 7 candidates per region, including both Nominating Committee-nominated and member-nominated candidates, except that in the event of a tie in which the number of threshold-exceeding tied candidates exceeds the number of available nominations, all tied candidates will be placed on the ballot.

8. The member-nomination process will conclude upon the announcement of the final ballot, which will include the candidates nominated by the Nominating Committee and any candidates who have met the conditions for member-nomination.

CONTRIBUTIONS OF BECKY BURR

Mr. Sims presented a proposed resolution thanking Becky Burr for her contributions to the Internet community in promoting the transition of the Internet's technical coordination to private-sector management. Upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolution:

Whereas:

Becky Burr will shortly leave her position with the Department of Commerce, where she has been deeply involved in the various activities that eventually lead to the creation of ICANN. Her work in dealing with the unique effort of the United States Government to generate international support for the privatization of the DNS technical and administrative management, and then in making this concept become a reality, has been critical to the success of this unprecedented project. She has effectively dealt with the technical community, the public interest community, the business community, the international community, and the United States Congress, often in very difficult and contentious circumstances. Along with her colleagues at the Department of Commerce, she played an essential facilitating role in not only the creation of ICANN, but also in its creation of contractual relationships with many of the important elements of the Internet community which have been and will be instrumental in its continued viability as an effective global, private sector, consensus creation body.

It would not be an overstatement to conclude that, without the enormous contributions of Becky Burr, ICANN would not be here today, or at a minimum would not have made the very significant progress that is reflected at this meeting. She could not have done it alone, but we could not have done what we have done without her tireless devotion to the objective of a viable and effective ICANN.

THEREFORE [00.69] the ICANN Board, on behalf of the worldwide Internet community, expresses the deepest appreciation and respect for the critical contributions of Becky Burr to ICANN and the concept of global private sector management of the technical and administrative aspects of the DNS.

THANKS TO LOCAL HOSTS AND SPONSORS

Mr. McLaughlin presented a proposed resolution thanking the local hosts and sponsors for their contributions to the Yokohama meeting. He noted the excellent accommodations that had been provided in connection with the meeting.

Upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolution:

Whereas, under the leadership of Naomasa Maruyama, Vice President of JPNIC and Professor Jun Murai, President of JPNIC, the local hosts of ICANN's Yokohama meetings have far exceeded all expectations;

Whereas, the Board and staff have enjoyed unparalled hospitality, organization, and good spirit from all of the JPNIC staff; and

Whereas, the Board notes with happy concern that the local host committee has set an impossibly high standard for future meetings, it is:

Resolved [00.70] that the Board and staff express their sincere thanks to the Yokohama meeting primary sponsor, JPNIC, the Yokohama host committee, Naomasa Maruyama, Chairman of the host committee and Vice President of JPNIC, Professor Jun Murai, President of JPNIC and member of the ICANN Board, the JPNIC staff, and the sponsors of these meetings:

• BulkRegister.com
• eNic
• Dotster, Inc.
• Image Online Design, Inc.
• Melbourne IT
• Network Solutions Registrar
• Network Solutions Registry
• NeuStar, Inc.
• Speednames
• tucows.com
• IBM Japan, Ltd.
• interQ Inc.
• Software Research Associates, Inc.
• KDD Corporation
• Japan Internet Providers Association
• Japan Information Service Industry Association
• Software Information Center
• FastNet, Inc.
• Fujitsu Limited
• Japan Internet Exchange Co., Ltd.
• Procurement Services International K.K. / Web Domains

Honto ni arigato gozaimasu!

There being no further business, the meeting was adjourned at approximately 2:53 p.m. local time.

_______________________
Louis Touton
Secretary

Page Updated 09-Jan-2008
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