Scribe's Notes
ICANN Board Meeting
August 26, 1999
Santiago, Chile

(These are not official minutes of the meeting, rather the notes of Berkman Center staff.)

Resolutions Adopted by the Board during the meeting

ICANN Board Meeting

I.   Ground Rules: Dyson

II.   Director Terms: Fitzsimmons

   A.   Third sentence of Article 5, Section IX(d) says director terms to have begun October 1, 1998. Presents a problem.

   B.   This resolution is to change October 1, 1998 to October 1, 1999.

   C.   A fairly simple change.

       1.   Only issue of comment period was that some SOs would like one-year director terms. Perhaps makes sense because in transition. But others would prefer stability in director terms, especially as everyone gets more comfortable with the SO structure. So recommendation is to keep three-year terms.

           · Dyson: Elect good directors who you don’t want to get rid of after only a year.

   D.   Dyson: Motion to approve. Seconded. Approved without objection.

III.   Ratification of PSO MoU and Adoption of PSO Bylaws: Roberts

   A.   This resolution completes an action of which the board had extensive prior discussion.

   B.   Approved without objection.

IV.   Acceptance of ASO Proposal: Kraaijenbrink

   A.   Main elements: Board accepts proposal for formation of MoU-based organization.

   B.   Proposal read.

   C.   Roberts: Should provide for a review of decision.

   D.   Approved without objection.

V.   Creation of Ad Hoc Group on Convergence: Kraaijenbrink

   A.   Discussion with telecom operators, ISPs. Need to include everyone’s expertise.

   B.   Dyson: Like a study group. But individual areas still up to the corresponding SOs. Intended to discuss & clarify issues, but have no statutory power, right?

   C.   Kraaijenbrink: Just an ad hoc gather of concerned parties.

   D.   Dyson: Want to make sure that technology that needs to be noticed is noticed? Confused about purpose.

       1.   Kraaijenbrink: Requested by community, intended to be helpful.

   E.   Fitzsimmons: What do we get and when? And who will be involved?

   F.   Murai: Concerned about the issue. Strongly recommend inclusion of Internet architecture experts as members of the group.

   G.   Crew: Need and expect a work plan.

   H.   Approved without opposition.

VI.   Non-Commercial Domain Name Holders Association: Roberts

   A.   Concern re exact meaning of the term “non-commercial.”

   B.   Creates seventh constituency of DNSO on same basis as others. Encourages all then-seven constituencies to move forward in selecting directors.

   C.   Approved without opposition.

VII.   Adoption of Dispute Resolution Policy: Touton

   A.   Read out loud.

   B.   Final resolution to be prepared by a committee.

   C.   Dyson: What about GA resolution? Seems pretty reasonable.

       1.   Touton: Suffers from some looseness in language.

   D.   Dyson: Should make a special note saying to take into account individual / non-commercial interests.

       1.   Amendment made to resolution.

       2.   Touton: As edited, the third resolution second item says “to express the views and consider the interests of registrars, non-commercial, individual, intellectual property, and business interests.”

   E.   Approved without opposition

VIII.   Extension of Initial At-Large Director Terms: Roberts

   A.   Not anxious to extend terms. But important work needs to be done, and director terms shouldn’t interfere with that.

   B.   Approved without opposition

IX.   At-Large Membership Resolution: Crew

   A.   ICANN, as a California corporation, falls under California law. That law potentially allows individuals to take actions that could be dangers to ICANN.

   B.   At-Large Membership should be geographically diverse, representative, and have at least 5000 members.

   C.   Proposal: Five members elected one each from each of five regions. Other four elected globally by all At-Large members. Candidate for a regional seat must be a resident of that region.

   D.   Kraaijenbrink: First resolution is a good way to adjust to California law. Second resolution is a reasonable structure.

   E.   Dyson: Need to minimize cost. Twice as many people might increase costs. Perhaps larger group will be more difficult to capture, though.

       1.   Kraaijenbrink: Larger group means can have representatives from more geographic locations.

       2.   Crew: At-Large Council would communicate with both members and board.

       3.   Dyson: Why would someone want to be on the Council? Wouldn’t everyone prefer to be a director? Are these just well-meaning people? Would they be paid? Easy to come if a company pays, but what if an individual, especially from a less wealthy country.

           · Kraaijenbrink: Participation in the At-Large Council is important and may be supported by Internet community. But ICANN does not generally pay for participation.

           · Dyson: Pay their expenses?

           · Roberts: Decision of Internet community, implicitly.

   F.   Crew: Want to test the election process. Elect half, check system, then other half.

       1.   Sims: A response to board’s concern that current board members not all be replaced at once.

       2.   Agreed that intent is to conduct election in two stages.

   G.   Roberts: “MAC2” – committee to advise staff.

       1.   Proposal read.

       2.   Crew: A number of people have indicated willingness to participate on such a committee.

       3.   Wilson: External funding is one-time-only or ongoing?

           · Crew: One-time-only might be more appealing to potential donors and would make sense here.

           · Dyson: Long-run membership expenses should be paid by members.

           · Wilson: Resolution not explicit that membership has to fund own expenses. Expenses might be larger than expected.

           · McLaughlin: Board’s Berlin resolution already adopts the principle. Could be reiterated.

       4.   Crew: Don’t want to lose Council members as potential board candidates. Perhaps a Council member running for Board should step down immediately from Council.

       5.   Roberts: Need to be clear that current funding does not permit us to move forward here. “Subject to availability of adequate funds” is an important and binding constraint.

           · Wilson & Dyson: Should be fundable at least for a single initial election.

       6.   Crew: Setting membership threshold too high could be embarrassing if too few people register & vote.

           · Dyson: Outreach is necessary & important & should be a priority.

       7.   Sims: A tradeoff. So far have tried to assure that all geographic areas are represented, but not to equalize representation. If you elect regionally, then geographic areas all equalized. Be aware of the policy choice in choosing how many slots to allocated to geographic at-large.

       8.   Changes to text: Second “resolved” to “at-large council shall consist of max of 18 members pursuant to election process … at least one and not more than two per region shall be elected by the five geographic regions. Remaining council members to be elected globally by all at-large members. Candidate for a region must be a citizen of that region.” If allowing two per region, require the two from a region (when there are two from one region) to be from different countries within the region. Wording: add “no two members of the at-large council elected from the same region shall be citizens of the same country.”

   H.   Motion is approved without opposition.

X.   Independent Review Final Report: Wilson

   A.   Draft resolution read.

   B.   Roberts: Will require that complaint be filed via reconsideration policy before independent review. Subject to each step’s time deadlines. Ambitious time targets, but staff will attempt to meet them.

       1.   Wilson: Timetable to be followed after ICANN is fully funded.

   C.   Approved without opposition.

XI.   Acceptance of Y2K Report from RSSAC: Murai

   A.   Report is done and posted on the web. Thanks to authors.

XII.   Future schedule

   A.   Nine weeks until LA meeting

   B.   Possible that will have an unanticipated meeting – please leave contact info with staff. May need a status or action meeting sometime in September.

   C.   McLaughlin: Go from four meeting a year schedule to a three-meeting/year schedule? Tentative schedule now: likely Africa in March (7-9?). Expect several proposals. The Yokahama in July (17-18?). LA meeting to take as long as four days – some constituencies to meet two days before public meeting, pending sufficient meeting rooms. Not sure where/when to have the 2000 annual meeting, likely back in US and likely before September 30.

   D.   Dyson: Search for new CEO is tough, slow. Currently no money to pay recruiter.

       1.   Sims: Should get easier after November when (we hope) standardized funding available.

       2.   Dyson: Should put this on agenda of next board meeting.

XIII.   Conclusion of meeting

   A.   Sims: Thanks to local organizers

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