The Boston Working Group

November 9, 1998

J. Beckwith Burr
Associate Administrator (Acting)
National Telecommunications and
Information Administration
United States Department of Commerce
Washington, D.C.  20230

Dear Ms. Burr:

The Boston Working Group has performed a quick review of the revised
articles and bylaws submitted by the ICANN Board on November 6.

We believe that some important improvements have been made. We do not,
however, believe that the results correct enough of the problems
identified in the public comments and the Department of Commerce
letter of October 20. We urge the government not to conclude a
contract with ICANN at this time. Instead, we believe that it is in
the best interests of Internet administration to take the draft
through another round of modifications.

We are confident that with some additional consultation, our remaining
concerns can be addressed to the satisfaction of all concerned. The
document was only released Friday and there is need for additional
study of it before signing off on any provisions. We note in this
regard that the ICANN board has scheduled a public meeting in Boston
November 14. This meeting will bring ICANN Board members, BWG members,
and many other interested parties into direct contact for the first
time. A public meeting of this sort, if conducted in the proper spirit
of openness and compromise, can go a long way towards resolving the
remaining problems. But this will happen only if ICANN goes into this
meeting without a contract in hand. Otherwise we fear that it will not
have sufficient incentive to negotiate a consensus-building

Some of the defects identified in our preliminary review of the
modified draft are enumerated below. That list is not exhaustive and
should not be taken as our final position.

Our most important objection pertains to the role and function of the
Supporting Organizations. In our teleconference with you and J.
Beckwith Burr October 14, we understood your position to be that the
automatic grant of half of the Director’s seats to SO nominees
constituted an unacceptable conflict of interest and a problematical
approach to the corporation’s structure. The current modifications
have not corrected this flaw. They have merely added some language to
the end of Article VI, Section 1 (c) that could be construed to
contradict everything else in that section.

We continue to strongly oppose reserving half the Board seats for SO
nominees. We oppose making SOs the sole initiator of policy, and
allowing the same people who are making policy to review and vote upon
their own proposals.  Such a structure will facilitate capture of the
organization, risk disenfranchising significant portions of the
Internet community, and lead to a destructive politicization of the
SOs. We see in the current structure a danger that the SOs will evolve
into producer cartels in domain name and number markets. We understand
that altering the SO structure affects the original proposal in
significant ways and for that reason would prefer more time to work
this out.

We are also very concerned about the latitude given the board to
define “adequate support” and “qualifications” of who can appear on
the ballot in elections for at-large director. These provisions could,
if abused, nullify the clear consensus in favor of achieving
accountability via membership.

Below is a list of specific items that, in our opinion, must be
modified. Again please note that this list is neither exhaustive nor
definitive; we expect additional questions to arise going forward.

1. Article VI Section 1 (c). Significantly amend the SO structure.
2. Article V Section 2. Remove SO Board members.
3. Article V Sec 9(c). Specify minimal (if any are deemed appropriate)
qualifications for board membership in order to avoid giving existing
Directors veto power over names placed on the ballot. Allow the
electorate to determine whom it deems the most qualified
4. Article III Section 1. Eliminate the words 'maximum extent
5. Article III Section 2. Delete or modify language giving Board
unilateral power to determine what is appropriate for public
6. Article III Section 9. The President should not be a voting board
7. Article III Sec. 4. Add provisions for role-call voting on record.

Sincerely yours,
The Boston Working Group (alphabetically)
Karl Auerbach
Diane Cabell
Peter Dengate-Thrush
Milton Mueller
Patrick O’Brien
Ellen Rony
Peter Rony
David Schutt
David J. Steele
Eric Weisberg