Note: This web page concerns the At-Large Candidate Nominating Committee, which operated during 2000. The current ICANN Nominating Committee, which was established in January 2003, is described on its web page.

At Large Director Candidate Information

General At Large Election Information

The Internet Corporation for Assigned Names and Numbers (ICANN) is the non-profit corporation that was formed to assume responsibility for the IP address space allocation, protocol parameter assignment, domain name system management, and root server system management functions previously performed under U.S. Government contract by IANA and other entities. The performance of these functions is currently in transition from the United States Government to ICANN pursuant to a Memorandum of Understanding.

The Board of ICANN is composed of nineteen Directors: nine At-Large Directors, nine selected by ICANN's three supporting organizations, and the President/CEO (ex officio). Biographies of the current members of the ICANN Board are available at http://www.icann.org/en/general/board.html. Later this year, five of the initial 9 interim At Large Directors will be replaced by 5 new At Large Directors selected by ICANN's At Large Members in a worldwide online election.

ICANN has chartered a Nominating Committee to nominate a set of candidates for the consideration of the At Large Members. The ICANN Nominating Committee actively seeks suggestions of candidates and/or expressions of interest from members of the Internet community. The deadline for expressions of interest is July 10, 2000.

In addition, the ICANN Staff have posted Proposed Rules for Self-Nomination as an alternate method of becoming a candidate for the At Large Elections. The current Board is expected to act on these proposed rules at its board meeting in Yokohama, Japan on July 16th.

ICANN has also chartered an Election Committee to recommend rules and procedures for conducting the election. The Election Committee has posted recommendations regarding all phases of the election process. The Board is expected to act on these recommendations at its meeting in Yokohama.

The public has been invited to join the At Large Membership. ICANN has received over 45,000 applications for At Large Membership and will continue to accept applications for several more weeks.

The nomination period, voter education period, and voting period are scheduled to take place over the next three months.

At Large Director Expectations and Responsibilities

California Non-Profit Corporation Director Responsibility

ICANN is incorporated under California's Non-Profit Corporation Law. The position of an At Large Director is thus a director of a California non-profit corporation with all of the attendant duties and responsibilities to the Corporation under California law.

Volunteer Service

Directors are volunteers; there is no payment for services.

Term of Service of At Large Directors

The five At Large Directors selected in 2000 will serve until the conclusion of ICANN's annual meeting in 2002 (probably in November).

Number of Meetings

The board meets 3 or 4 times a year. The meetings take place around the world, with an attempt to rotate among the various regions. Past meetings were held in Singapore, Berlin, Santiago de Chile, Los Angeles, and Cairo. The remaining two meetings this year will be held in Yokohama (in July) and Los Angeles (in November).

Reimbursement for Travel Expenses

Generally, travel, hotel and related expenses incurred to attend ICANN meetings are reimbursed. In light of ICANN's limited resources, ICANN can provide only modest, reasonable accomodations and reimbursements.

Expectation of Independence

Directors are expected to be free of any obligations to a third party for actions taken as a director. This expectation is expressed in ICANN's bylaws in Article V. Section 8:

Directors shall serve as individuals who have the duty to act in what they reasonably believe are the best interests of the Corporation and not as representatives of the subordinate entity that selected them, their employers, or any other organizations or constituencies.

Conflicts of Interest Policy

ICANN has a Conflicts of Interest Policy with respect to its directors. The purpose of the Conflicts of Interest policy is to ensure that ICANN's deliberations and decisions are made in the interests of the global Internet community as a whole, and to protect ICANN's interests when it is contemplating entering into a transaction, contract, or arrangement that might benefit the private interest of an Interested Director, Officer or Person (as defined below). An Interested Director, Officer or Person may not use his or her position with respect to ICANN, or confidential corporate information obtained by him or her relating to ICANN, in order to achieve a financial benefit for himself or herself or for a third person, including another nonprofit or charitable organization.

In summary, the Conflicts of Interest Policy requires that each director disclose any possible conflicts of interest and abstain from voting on any issue on which he/she has conflict. In addition, Directors are required to submit a statement of all business affiliations annually and upon request from the Conflicts of Interest Committee. The full Conflicts of Interest Policy is available at http://www.icann.org/committees/coi/coi-policy-04mar99.htm.

Indemnification of Directors

With respect to indemnification of and insurance for Officers and Directors of ICANN, Article IX of ICANN's bylaws state:

The Corporation shall, to maximum extent permitted by the CNPBCL, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the Corporation. For purposes of this Article, an "agent" of the Corporation includes any person who is or was a Director, Officer, employee or any other agent of the Corporation, including members of any Supporting Organization or At Large Council acting within the scope of his or her responsibility and on behalf of the best interests of the Corporation; or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise. The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not this Corporation would have the power to indemnify the agent against that liability under the provisions of this Article.

California corporations code section 5239(a) states:

5239. (a) There shall be no personal liability to a third party for monetary damages on the part of a volunteer director or volunteer executive officer of a nonprofit corporation subject to this part, caused by the director's or officer's negligent act or omission in the performance of that person's duties as a director or officer, if all of the following conditions are met:

(1) The act or omission was within the scope of the director's or executive officer's duties.

(2) The act or omission was performed in good faith.

(3) The act or omission was not reckless, wanton, intentional, or grossly negligent.

(4) Damages caused by the act or omission are covered pursuant to a liability insurance policy issued to the corporation, either in the form of a general liability policy or a director's and officer's liability policy, or personally to the director or executive officer.

In the event that the damages are not covered by a liability insurance policy, the volunteer director or volunteer executive officer shall not be personally liable for the damages if the board of directors and the corporation had all made reasonable efforts in good faith to obtain available liability insurance.

ICANN currently has an insurance policy covering both general liability and Directors' and Officers' liability and will continue to make reasonable, good faith efforts to obtain insurance policies in the future. Those interested in the legal effect of the California Non-Profit Corporations Law may wish to retain a legal advisor.

Non-Eligibility of Government Officials

Government officials are not eligible to serve on the ICANN Board. This requirement is stated in ICANN's bylaws, Article V. Section 5:

Notwithstanding anything herein to the contrary, no official of a national government or a multinational entity established by treaty or other agreement between national governments may serve as a Director. As used herein, the term "official" means a person (a) who holds an elective governmental office or (b) who is employed by such government or multinational entity and whose primary function with such government or entity is to develop or influence governmental or public policies.

Additional Information

A complete copy of ICANN's bylaws as well as other useful background information about ICANN is available at http://www.icann.org/en/general/background.htm. Additional information about ICANN and the election and nomination processes is available on the ICANN website at http://www.icann.org.

Expressions of Interest should either be sent via email to the Nominating Committee prior to July 10, 2000 at nominations@icann.org or given through the Self-Nomination Process that is scheduled to begin following the meeting in Yokohama, Japan.

Informational questions about ICANN or about the election and nomination process may also be sent to nominations@icann.org.

Comments concerning the layout, construction and functionality of this site
should be sent to webmaster@icann.org.

Page Updated 8-July-00.
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