Minutes

Special Meeting of the Board
21 November 1998

INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS
MINUTES OF SPECIAL MEETING
21 November 1998

A special meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers (the "Corporation") was held by telephone at 3:30 p.m., Eastern U.S. time, on November 21, 1998. All of the directors of the Corporation were present. Also present at the meeting were Joe Sims, Jeff Levee, Louis Touton and Michael Weinberg of Jones, Day, Reavis & Pogue, and Molly Shaffer Van Houweling.

Assistant Secretaries

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

RESOLVED [resolution 98.20], that Michael Roberts and Jeffrey LeVee be, and each of them hereby is, appointed as Interim Assistant Secretaries of the Corporation, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold their respective offices until their resignation, removal or other disqualification from service, or until their respective successors shall be elected and qualified.

Amendments to the Articles of Incorporation

Esther Dyson explained that the primary purpose of the special meeting was to approve revisions of the Corporation's articles of incorporation and bylaws and to discuss the letter of transmittal that would accompany the revised bylaws. She said that the changes to the articles and bylaws that would be discussed reflected, with some modification and adjustment, the points raised in a conference call on Thursday, November 19, between the Board of Directors and Ira Magaziner, Beckwith Burr, Elliot Maxwell, and other representatives of the United States Government. She directed Joe Sims to review the proposed changes, which had earlier been transmitted to the Directors via electronic mail. The changes were discussed and voted on it turn.

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

RESOLVED [resolution 98.21], that Article 4 of the Articles of Incorporation is hereby amended to read in its entirety as follows:

"The Corporation shall operate for the benefit of the Internet community as a whole, carrying out its activities in conformity with relevant principles of international law and applicable international conventions and local law and, to the extent appropriate and consistent with these Articles and its Bylaws, through open and transparent processes that enable competition and open entry in Internet-related markets.  To this effect, the Corporation shall cooperate as appropriate with relevant international organizations."

RESOLVED [resolution 98.22], that Article 9 of the Articles of Incorporation is hereby amended to read in its entirety as follows:

"These Articles may be amended by the affirmative vote of at least two-thirds of the directors of the Corporation.  When the Corporation has members, any such amendment must be ratified by a two-thirds (2/3) majority of the members voting on any proposed amendment."

FURTHER RESOLVED [resolution 98.23], that the officers of the Corporation are hereby authorized empowered and directed to execute and deliver, in the name and on behalf of the Corporation, any and all documents required, and to perform any and all acts necessary to effect the amendment of the Articles of Incorporation, including, but not limited to the execution of the Certificate of Amendment of Articles of Incorporation and the filing of same with the California Secretary of State.

Amendments to Bylaws

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

RESOLVED [resolution 98.24], that the following Sections of the Bylaws be amended and restated as set forth on Exhibit A hereto:

Article III, Section 2; Article III, Section 3; Article III, Section 4; Article V, Section 6; Article V, Section 9; Article VI, Section 1; Article VII, Section 3; and Article XI, Section 4.

FURTHER RESOLVED [resolution 98.25], that the Secretary or an Assistant Secretary of the Corporation prepare for insertion in the minute book of the Corporation, a compilation of the Bylaws as so amended.

Esther Dyson then began to discuss the transmittal letter that would accompany the revised Articles of Incorporation and Bylaws when they were delivered to the Department of Commerce and publicly posted.  Several Directors indicated that they had not yet reviewed the text of the letter; they agreed to review it after the meeting and to raise any concerns they had about it via telephone or email communication with Esther Dyson.

Esther Dyson next described the process for moving forward, indicating that the revisions would be officially delivered to the Department of Commerce in the afternoon on Monday, November 23, after informal review by Beckwith Burr.

Memorandum of Understanding with the Department of Commerce

Joe Sims then described the anticipated process for developing a Memorandum of Understanding between ICANN and the Department of Commerce.  He indicated that the Memorandum of Understanding likely would be a very general recognition that ICANN is the body with which the Department will move forward on a transition process.

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

RESOLVED [resolution 98.26], that Michael Roberts and Esther Dyson be, and each of them hereby is, directed and authorized to negotiate, either directly or through the Corporation's legal counsel, a Memorandum of Understanding with the Department of Commerce.

FURTHER RESOLVED [resolution 98.27], that Michael Roberts and Esther Dyson be, and each of them hereby is, authorized to approve the form of such a Memorandum of Understanding.

FURTHER RESOLVED [resolution 98.28], that Michael Roberts and Esther Dyson and Joe Sims (in his capacity as attorney for the Corporation) be, and each of them hereby is, authorized to execute and deliver the final Memorandum of Understanding on behalf of the Corporation.

FURTHER RESOLVED [resolution 98.29], that the officers of the Corporation are hereby authorized to take such actions, and to execute and deliver such documents, as they deem appropriate or convenient to further the intent of the foregoing resolutions.

After exchange of schedules and contact information for the remainder of the weekend, the call ended.  

______________
Jeffrey LeVee
Acting Interim Assistant Secretary

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