Preliminary Report

Special Meeting of the Board
14 December 2001
(Posted 14 December 2001)

The ICANN Board of Directors held a meeting by teleconference on 14 December 2001. Directors Vint Cerf (chairman), Amadeu Abril i Abril, Karl Auerbach, Rob Blokzijl, Ivan Moura Campos, Lyman Chapin, Jonathan Cohen, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, Stuart Lynn, Andy Mueller-Maguhn, Alejandro Pisanty, Nii Quaynor, Helmut Schink (joined while call in progress), and Linda S. Wilson participated. The Board adopted the following resolutions:

IDN Committee

(Adopted 16-0.)

Whereas in resolution 01.94 the Board established the IDN Committee to serve as a general coordination body for the work on policy issues identified in the IDN Working Group Report presented at the ICANN Public Forum held in Montevideo on 9 September 2001;

Whereas in resolution 01.120 the Board directed the President and the Chair of the IDN Committee to present a work plan and schedule, and any additional proposed members, to the Board for approval;

Whereas the President and the Chair of the IDN Committee have not completed a work plan and schedule, but have proposed to the Board that Mouhamet Diop, John Klensin, and Elisabeth Porteneuve be added as members of the IDN Committee;

It is therefore resolved [01.139] that the Board appoints Mouhamet Diop, John Klensin, and Elisabeth Porteneuve as additional members of the IDN Committee.

Election of Officers

(Adopted 14-1-1, with Mr. Auerbach opposed and Mr. Mueller-Maguhn abstaining.)

Resolved [01.140], that the office of Vice President and Chief Policy Officer is hereby created under Article VIII, Sections 1 and 8, of the Bylaws of the Corporation and that Andrew McLaughlin is elected to that office effective immediately, to serve at the pleasure of the Board and in accordance with the Bylaws, and shall hold that office until his resignation, removal or other disqualification from service, or until his successor or successors shall be elected and qualified. As Vice President and Chief Policy Officer he shall be responsible, as directed by the President, for coordinating staff and volunteer efforts in executing ICANN policies as set by the Board, in ensuring that new policies presented for the Board's consideration are consistent with existing policy, in serving as liaison with ICANN constituencies and with external organizations, and in acting as the international liaison and communications officer; and shall have such other duties and authority as he may be assigned by the Board, the President, and the Bylaws;

Further resolved [01.141] that a salary for Mr. McLaughlin at the rate of US$ 135,000 per annum and the other employment benefits described to the Board by the President are approved;

Further resolved [01.142], that the resignation of Andrew McLaughlin from the office of Chief Financial Officer is hereby accepted, effective immediately;

Further resolved [01.143], that Diane Schroeder be, and hereby is, elected Chief Financial Officer of the Corporation, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold her office until her resignation, removal, or other disqualification from service, or until her successor shall be elected and qualified; and

Further resolved [01.144] that a salary for Ms. Schroeder at the rate of US$ 85,000 per annum and the other employment benefits described to the Board by the President are approved.

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