Site Map

Please note:

You are viewing archival ICANN material. Links and information may be outdated or incorrect. Visit ICANN's main website for current information.

ICANN Board Meeting in Montréal Real-Time Captioning

26 June 2003

Note: The following is the output of the real-time captioning taken during the ICANN Board Meeting held 26 June 2003 in Montréal, Canada. Although the captioning output is largely accurate, in some cases it is incomplete or inaccurate due to inaudible passages or transcription errors. It is posted as an aid to understanding the proceedings at the session, but should not be treated as an authoritative record.


ICANN Board Meeting
Montréal, Canada
Thursday, 26 June 2003
8:00 a.m.

Contents:

Audit Committee Report

Finance Committee Report

Nominating Committee Report

Meetings Committee Report

Evolution and Reform Committee Report

Approval of Minutes

Change in Dates for Kuala Lumpur Meeting

Approval of 2003-2004 Budget

Appointment of Independent Auditors for 2002-2003 Fiscal Year

ICANN's Geographic Regions

Approval of Proposal by At-Large Advisory Committee

ccNSO Formation

ccNSO Launching Group

Sponsored TLD Request for Proposals

Approval of Check Signing Authorization and Expense Reimbursement

Thanks for Meeting Assistance

Thanks to Louis Touton

Thanks to Amadeu Abril i Abril

Thanks to Karl Auerbach

Thanks to Jonathan Cohen

Thanks to Francisco da Silva

Thanks to Hans Kraaijenbrink

Thanks to Sang-Hyon Kyong

Thanks to Andy Mueller-Maguhn

Thanks to Jun Murai

Thanks to Nii Quaynor

Thanks to Helmut Schink

Thanks to Linda Wilson

Statement by the Carthage Hosts

Introduction of Acting Secretary-Elect

Effective Date and Time of New Board

Board Governance Committee Recommendations for Board Officers and Committees

Final Remarks


Vint Cerf: Okay. There will be a brief pause while the chairman reboots his computer. Can I confirm that Helmut is on the line?

Helmut Schink: I am here.

Vint Cerf: Are you prepared to make the audit report this morning?

Helmut Schink: Yes, I can.

Vint Cerf: Okay. Hang on just one moment, and we will begin in just a minute.

Helmut Schink: Okay.

Vint Cerf: Is has something gone wrong with either Katoh-san or Helmut?

Helmut Schink: I'm still here. This is Helmut.

Masanobu Katoh: I'm still here. Hello.

Helmut Schink: What is the problem? Can you hear me?

Vint Cerf: We were hearing rather peculiar set of noises. Oh, it was keyboard clicking. Aha.

Helmut Schink: Yeah, that was possibly a keyboard, yeah.

Masanobu Katoh: And can you hear me?

Vint Cerf: Yes, Katoh-san, we can hear you. Why does this entire episode sound like an 1876 test of the early telephone system?

Helmut Schink: Because it's not voice over IP possibly.

Vint Cerf: Right. We have a quorum of the Board present this morning, so I will call the meeting to order. We have a significant number of actions to take today.

But if I could please call the Board to order. We have a number of actions to take.

But the meeting begins with a series of reports to the Board and to the participants here in the public.

Audit Committee Report

Vint Cerf: So I would like to begin by Helmut Schink to give the audit committee report.

Helmut Schink: Thank you, Vint, can you hear me?

Vint Cerf: Yes.

Helmut Schink: So the audit committee met on Tuesday for a one hour chat by myself and the members (inaudible) and Lyman Chapin have attended, as well as you, Vint, Paul Twomey, and Diane Schroeder. And the following issues have been discussed.

First we discussed about the minutes of the last meeting. We have approved them. They will be issued on the web within the next days.

The issue on the risk management will be on the agenda of the new audit committee in October of this year.

Then we discussed about the reconciliation that derives from the fact that the accounting principles used by the auditors are not the same as by the accountant.

The reconciliation was approved as proposed by the president and CEO, and we recommend the audit committee recommends that the CEO works with the accounting company to adjust the budget format to the format used by the auditing company to make life easier in understanding and balancing between the audit report and the budget schedule.

Next point was the audit schedule. We approved, with modifications. And this will be used as an input to the new committee members as soon as established.

Next point was the retention of the auditors. At the last meeting, we had a discussion about which company to use, and we approved a policy to change the audit company each three or four years, something like this, because it's the usual practice in this kind of business. In the meantime, well, for this audit, we decided that the president should try to maintain KPMG as an auditor. Diane Schroeder reported about the conditions offered by KPMG and pointed out that the terms, in principle, are identical except some other legal language that was used. The fees are a little higher according to the increased size of the company, and consequently, the audit committee proposes a resolution on this point to enter into a contract with KPMG.

The last point we discussed is the check signing authority. At the last meeting, Louis Touton was assigned check signing authority. And since he leaves after this meeting, this needs to be clarified. The president and CEO proposed the following way forward, that the check signing authority should be given to the VP of business operations as soon as this function is occupied, and as an interim solution, Dan Halloran is assigned the authority.

This shows these issues and should clarify an issue which was clarified in Rio to (inaudible) to improve certain positions which were not seen in the charter.

Should we go through the two resolutions right now, Vnt? Or what is the procedure at this point?

Vint Cerf: No. We will take those resolutions up after we've heard all of the reports.

So hang on to that, and we'll do that when we convene.

Helmut Schink: The end of the report. And I'm open for questions.

Vint Cerf: Thank you very much, Helmut, are there any questions for Helmut from the Board? Amadeu has a short question.

Amadeu Abril i Abril: Helmut, just one question. The advice keeping the same (inaudible) I think that we had from the very beginning. And my question was whether we have ever discussed about the possibility of changing this (inaudible) or it's best advisable to keep the same for a long period.

Helmut Schink: We adopted last time to keep it for approximately three or four years. This will be the last year we are going with KPMG.

Vint Cerf: Okay. Thank you, Amadeu.

Finance Committee Report

Vint Cerf: If there are no other questions for Helmut, I will move on, now, to the finance committee report. And I will call on Linda Wilson to deliver that.

Linda Wilson: Good morning. The finance committee is responsible for consulting with the president on ICANN's annual budget process, for reviewing and making recommendations on the annual budget that is submitted by the president, and for developing and recommending long range financial objectives for the organization.

In the most recent finance committee, we went over the assistance that we've been giving for the development of the budget process this year, and we advised the president about the budget adjustments that had been necessary to accommodate changes from the transition expenses, including the changes in order to support the nominating committee, the CEO transition, some of the facilities changes, and we also provided some advice to the president in meetings that occurred prior to the ones here at this meeting about the organizational restructuring.

We, periodically, I would say, almost every meeting also give advice about presentation of the budget material as we work towards improving transparency of the budget material, but also trying to make sure that the budget material is in a form that is useful to the management in order to enhance what they can do in terms of managing the money to spread over the many things that have claims on it.

We also discussed the check signing authority question that was reviewed in the audit report and agreed with the the assignment of the special duty for the interim period to Dan Halloran.

We, as usual, in our finance committee meetings, made comments about the reserves for ICANN, the need for there to be substantial reserves for an organization of this kind with so much riding on stability. At the same time, we recognize that it's difficult to have a large sum of money sitting unused, and the great temptation to invade it for unforeseen projects. That discipline is something the finance committee and the CEOs, each of them, has been working together on from the beginning of ICANN.

As I step down now as finance chair, I'd like to give special thanks to Diane Schroeder, who has been the staff associated with our work for these many years, and also to my faithful companions in the finance committee, Ivan Campos, Jonathan Cohen, and Helmut Schink.

Vint Cerf: Thank you very much, Linda.

Are there any questions for Linda with regard to the finance committee? You can probably turn your microphone off, Linda. Thank you very much for that report.

Nominating Committee Report

Vint Cerf: I'd like to call on Linda again. And if you could, please, to hear the report of the nominating committee. In case Katoh-san and Helmut are wondering what's happening, we're just getting Linda's computer hooked up to the display.

Helmut Schink: That was surprisingly quiet over there.

Masanobu Katoh: Actually, I'm watching on a web cast, which is like 10 seconds delayed from the actual conversation. So I don't worry too much.

Linda Wilson: Thank you very much for the opportunity to present the results of the 2003 nominating committee process.

First I'd like to acknowledge the very able assistance that I had with, as my co chair, Pindar Wong from Hong Kong, who, because we were on opposite sides of the world, we were able to provide essentially 24 hour, seven days a week work on this committee. And given the short time that we had for finishing our work to seat the Board members and the others at this meeting, it turned out to need exactly that.

I'd also like to thank the committee. It was a large committee designated by the individual constituencies within ICANN. It was a brilliantly functioning committee in terms of the way in which we worked with each other. You will have to determine what you think about our results. But I can tell you that it was an extreme pleasure to work with these individuals, almost none of whom I knew before we began our work together. I will share their names with you at a later time in this presentation.

What I'd like to do is present a summary, but I would be happy to provide more details. I suspect that time does not permit that. But I will be happy to speak with you afterwards. I have more slides here today than we will go through in order to expedite this process. So if you will bear with me, when I skip over a slide, it is for the purpose of confining our presentation to the time available.

What I'd like to focus on is the emergence of this committee, its role in the restructuring of ICANN, then briefly the positions to be filled and the terms that were to be filled.

Then I'd like to speak about what guided the NomCom's work, how we performed our work, and what was the outcome of our work, with a brief summary. This was a new process that emerged in the 2002 restructuring. It was a key element of the ICANN 2 organization structure. Much debate led over a period of years, led to this particular outcome. It is a new way to fill leadership positions, and it is a way that operates in parallel with the other selection processes for leadership processes in ICANN. The supporting organizations each have their own ways of selecting directors, for example, or for the members of their councils. And NomCom operates independently of those, independently of the Board, independently of the advisory committee, but in parallel. And the focus is the same, to provide strong, able leadership for this organization.

Our particular charge that emerged from the evolution and reform committee's charge and the bylaws is to pursue the broad interest of the global Internet community, not any particular interest, not interests of any particular constituency, or any employer or organization or certainly of any persons.

We developed and published the committee's procedures. That was part of our charge.No procedures were set for us. We had the full responsibility to develop them.

And our other responsibility was to make the final selection. Although these are called nominees in the bylaws, these are nominees that sit in the seats. There is no further approval, no further ratification beyond what the nominating committee selected. In our work, we used the bylaw stated criteria and eligibility requirements and certain other minimal additional considerations that were stipulated in the bylaws.

The composition of the committee and the criteria for selection of members of the committee are all spelled out in the bylaws. They include the fact that the members of the nominating committee must act on behalf of the global Internet community. They must carry no personal commitments to any particular individuals, any particular organizations, or commercial objectives. They are not there to provide a seat for their organization on the body that we're selecting. You can see that the composition of Katoh-san and Helmut, we have a slide now that shows the individuals and the organizations from within ICANN that delegated them to the committee. You can see how wide the distribution is in terms of the source of individuals serving on this committee. Note also that there are 16 voting members and four nonvoting members. Two of the nonvoting members are liaisons from some of the advisory committees, the governmental advisory committee and the security and stability advisory committee. But note also that another advisory committee, the at large advisory committee, had five I'm sorry five voting members on the committee.

We were very ably staffed by Karen Lentz, a new employee at ICANN, and Andrew McLaughlin, whom many of you know well, and also for a brief period, a consultant, Christopher Mill, who knows ICANN well from his work in helping us find the last two CEOs for the organization.

The positions we were filling are the directors, GNSO council members, and interim at large advisory council. In each case, there was a specific role to be addressed.

And in each case, we were asked to fill staggered terms as we make this transition into ICANN 2. The selection factors that we used are those spelled out in the bylaws. And I have summarized them here on this slide, because the criteria as they are presented in full are long and rich. But it's these words these words, I believe, capture them.

I would like to ask you to focus particularly on the first one, "stature and other desired characteristics, which included integrity, open mindedness, fairness, good judgment, demonstrated good judgment, the ability to assist in consensus making and group decision making." a number of characteristics that go to the selection of individuals who have deep experience in functioning at this level of operation, of leadership.

The second one I would also like to focus your attention on, the criterion of understanding ICANN's mission and its potential impact is not a test to see if the candidates are at the moment of their selection deeply familiar and expert in this area, but individuals whose past experiences would suggest that, with a minimum of orientation, they would be able to function in this way, to understand this organization and be committed to it.

Indeed, the requirement in the bylaws is that the individuals who serve in each of these leadership positions is that they must be committed to ICANN's success.

Broad cultural and geographic diversity and functional familiarity in the aggregate. Every individual may not be able in every single one of these factors, but in the aggregate, the Board when it is seated or the ALAC council must be able to serve in all the different ways which the bylaws suggest.

And that was part of the whole strategy for the way the NomCom worked. I'll get to that in a moment.

All of these individuals certain as uncompensated volunteers, that is, uncompensated in any financial way. There are many compensations, including good colleagueship, that are there for them, but no financial rewards. Unfortunately, we have to have in our bylaws the requirement that the individuals are able to speak, write, and communicate well in English, work in English. That's an uncomfortable one for us, given that this is a global organization. But at this stage of the game in ICANN's development, that remains a requirement.

There were certain specific geographical requirements and other kinds of exclusions that ensured that there are no conflicts of interest of one kind or another structurally.

And those I won't go over in detail. But they are laid out in the bylaws.

What the NomCom did was focus on building slates. And the term "slates" may not be familiar to all of you. What we meant was, we were trying to take the entire array that we needed to fill, and we were trying to know the individuals well enough from our study of them and our contact with others about them that we could choose a set of people who, in the aggregate, would fulfill all the roles that are needed on these different bodies, in the aggregate from what we chose and in the aggregate with the others that they were seated with.

Our job was also to balance that representational selection that comes up through the supporting organizations or the constituencies.

And by pursuing both of those roots in the organization, we try to ensure that ICANN's mission, its core values, and the diversity that is presented in those in that mission and core values is accomplished and develops as the Internet evolves.

We looked at several other things in the course of the nominating committee's process.

First of all, we looked at the key challenges before ICANN. And we, at this particular time. And we asked the chair of the Board, the chair of the GNSO council, and the executive director of ALAC to consult with the members of those groups and to present to us a set of key challenges.

This we did. They're posted on the web. They include such things as the international domain names, ipv6, the restructuring, the developing of the relationships with ccNSO, and many other items that you are familiar with from your participation in the groups here. But we've selected individuals who we believe will be well ready to help guide and support the supporting organizations on these topics.

Each candidate was asked to submit a statement of interest. We also invited recommendations. The recommendations did not have influence except to enhance the pool. That is, we did not run this nominating committee process on who do you know and what's the most distinguished person that you could get to recommend you.

We looked at what the candidates themselves how they presented themselves and what their references had to say.

We also knew many of them, because many of the members of the community offered their statements of interest.

In our selection process, we were looking for not just qualified candidates, not even just well qualified candidates, but highly qualified candidates who were multi talented and some who were very deeply talented because of our need to cover this array of functional familiarity requirements.

I have mentioned that each needed to be able to bring some particular skill or experience that would enable us to fill out the slate.

Another issue that we addressed was how much did we value continuity in the leadership positions as we move from ICANN 1 to ICANN 2.

And that was a debate that recurred throughout the process and was finally resolved in our last face to face meeting.

Our basic operating principles were from the very beginning that we would operate on a consensus basis. Every procedure was developed by a discussion, propositions made, consensus reached, all the way through the process. We did not move forward until we had reached consensus on the issues.

One of our debates was on how to balance openness and transparency of this process with the need to respect the privacy and confidentiality of candidates. We knew that in some cultures, it's really quite inappropriate to put yourself in nomination. In other cultures, that is the way that you show initiative and entrepreneurship and willingness to be a leader. And so we debated this extensively and ultimately decided that it was in the best interests of ICANN if we maintained the confidentiality of the candidates until they had become nominees at the very end.

But in order to compensate for that, all of our procedures and many of the other features of our operation are published on the web, both to help the next NomCom, but also to make this a transparent process.

We spent a great deal of time at the beginning on a code of ethics to which each of us adheres, including the staff and the consultant. And we also focused iteratively on conflict of interest, both actual and the appearance. We developed protocols for every kind of process that we used so that there would be fairness and consistency for the candidates. We asked all the members of the committee to disclose their affiliations so we would know where each other was coming from and what might influence us, even if it did not actually become a financial conflict of interest that would require recusal.

We did a lot of work to bring the individuals from all of these different constituencies, the delegates, to function in a way that enabled them to understand across the constituencies what the concerns and interests were and the views that they would have on individual candidates.

One of the things that we did that is unusual in selection processes is that we kept all of the candidates in play throughout the process. While we did a quick sort into yes, maybe, not now shortly after the closing deadline for full consideration, that quick sort was only for the purpose of deciding whether the pool was large enough and strong enough for us not to extend the deadline to recruit further candidates. Having done that, we left the quick sort matrix and the comments that we had made there and went back to considering all of the candidates deeply. Every one of the committee members either did or had the opportunity to review individual candidates at least three times, and the subcommittees worked to encourage this cross disciplinary understanding of the candidates, and also to distribute the workload.

Each of the members and the workload was getting references and talking and thinking. Each of the subcommittees was charged to develop a slate, at least one, preferably three, for each of the sets of leadership positions to be filled. And then we aggregated all of those slates into a huge potential slate, and out of that, at our face to face meeting, winnowed it down to the right number with the right geographical diversity, the right mix of credentials and experience to develop the final set of nominees.

So our whole process was aimed as consensus building and a holistic view of what the outcome should be rather than on choosing and ranking individuals.

I mentioned that we published. Let me also mention the mechanisms we had for public input. We did a lot of outreach and recruiting. We had published on the web the recommendation for invitations, for statements of interest and also for public comments. There was in addition spam, but in addition to comments asking questions which we answered in the frequently asked questions on the web page, and one comment that asked us not to send long e mails, but there were really very little substantive comment to the NomCom. That may have been because we published what we were doing. It may have been that people didn't notice the opportunity, but it was something that concerned us. We offered teleconferences to all the different constituencies in the organization as part of the outreach, and some took us up on that offer.

I've mentioned how central it was to us to abide by our code of ethics and the management of our conflicts of interest and the maintaining of privacy and confidentiality.

We operated by teleconference and e mail, individual work, subcommittee work, and then a final marathon face to face meeting in Boston in early June.

I emphasize the fact that only the statements of interest really were what we were looking at. We sent the signal early on that we would not be interested in endorsements, lists of signatories, that that would not be influential to us and it was not requested. And we did not receive it. We wanted to distinguish this process from popularity contests or from individual organizations seeking to advocate and lobby for certain candidates. We really wanted it to be an individual opportunity with a selection on the basis of how those individuals fit in the array.

Let me stop a minute to cover the key issues. Some I have mentioned but I want to focus on gender diversity. From the beginning of the meetings of the committee, gender, as a diversity issue and as fit within cultural diversity was raised. Not by me. I'd like to say for a change as the only woman serving on a committee, I didn't have to raise it at all. My colleagues raised it and we did a lot in our outreach to try to improve the number of candidates that we could consider. Even so, the number of women who were candidates was small. One of the reasons, and it is a reason that affects both men and women, is that the workload for the positions that we are we were asked to fill is high. It requires a substantial time commitment. And many very able people simply are not in a position to provide that because of other obligations.

It is something that perhaps in a generation will no longer be an issue, but it is something that will take our combined efforts to recruit individuals across the cultural diversity, including gender diversity to participate and lead in this organization.

One of the other issues that we debated was the balance between continuity and renewal; that is, there were sitting directors who were candidates for positions, very able individuals along with the other very able individuals, the question we could have very easily filled the slots with continuing directors and fulfilled the requirement of highly qualified and so forth. That did not appear to us to be a wise choice as we make the transition to a newly structured organization and want to signal the drawing in of new faces and new ideas. And so the outcome that you see with some new members many new members and a few older members staying is the result of a considerable debate that lasted even to the last day.

Another question that I have not covered yet is what is the scope of due diligence that is realistic for a volunteer committee to undertake? We felt that it was very important that, as ICANN seats leaders in each of these positions, that we do not discover a few months down the road that there is something very embarrassing that undermines the integrity of the organization or any of these leadership bodies. And so we felt that we needed to do some extra due diligence to check this out. And we used, because of the tight time frame, we used a consultant who knew the organization well, and it was essential. We would not have made the deadline of seating these individuals at this meeting had we not been able to call on that consultant.

You know now because it's been announced previously who the selections are. I would say a word about the strange idea of having some people serve for only three to five months. That is part of the way in which the New Board can be seated at this meeting and yet we stay on our regular annual meeting schedule. And so Masanobu Katoh will stay on the Board until the conclusion of the annual meeting, and two new members come on for a very short term, but then are replaced in a longer term, Veni Markovski and Hualin Qian are like that. And you will see that we have distributed the continuing members in the short seats, the short terms. They will be able to be reelected should the next nominating committee or their supporting organization choose to do so but there is also a built in turnover.

I would like to pause to say that I know in the audience there are some of the new members of the organization and I would ask you to stand. If you are a nominee recently selected, would you stand. I see Tricia Drakes there, and I can't see well enough. There's Njeri Rionge, Hagen Hultzsch, and Demi Getschko. Not everyone was able to attend this meeting because it was such a short time getting visas, but welcome to all of you and I hope you will all make these new leaders welcome. These are the ones for the council and the interim ALAC. I didn't see any of the interim ALAC people. They're probably busy organizing the RALOs.

These are the statistics and I'm almost finished. There were 110 candidates, 115 recommendations. Not all of those recommended submitted statements of interest.

About slightly less than half of those who were recommended actually submitted followed through and submitted statements of interest, so you can see there were quite a few who volunteered without being recommended. That's a demonstration of the openness of the process. And you can see here the regional distribution of the candidates and the nominees. It's not a perfect mapping, but it is not out of line. And similarly, the gender distribution is not far out of line. Had we nominated one more woman, it would have been perfect in the percentage proportionality. These are the countries of citizenship of the candidates and for those seated. You can see the distribution.

Our next step is to publish a report that lays this out. One might say it is sufficient to have them nominated. Since the next nominating committee will follow on, it may be that they would accept our procedures and follow them and so we want to lay it out carefully for them. We are in a stand by role since there may be additional NomCom selections, the cc is one that it before us today, and once we complete that we will finish our final report and gladly, gratefully step down. Thank you.

Vint Cerf: Thank you very much, Linda. I don't think there is any way that anyone could possibly thank you and your committee for the remarkable work you performed in such a short amount of time. We'll have an opportunity to say thank you later on in the day, but I want to say that that has been an exemplary piece of work.

Amadeu, did I see your hand up?

Amadeu Abril i Abril: Yes. I won't make a big discourse, Linda; simply, I would publicly acknowledge the thing that happened against all odds and against my personal bets. The first one is that you, the committee, managed to work on the slate instead of successive rounds of individuals that have proven not very useful in the past within ICANN. And the second one is that I have to acknowledge that also, against all odds and against my personal bets, there was no leakage. At least in this direction and normally, I get quite well informed of everything that happens in ICANN and this time there was no leakage, so congratulations for both things.

Vint Cerf: Are there any other comments or questions for Linda? Other than sort of abject gratitude. Thank you very much, Linda.

Meetings Committee Report

Vint Cerf: I'd like to call on Jonathan Cohen now to give us an update on the meetings committee.

Jonathan Cohen: I'm happy to say there's not very much to report other than that as you will see later in the meeting, the Kuala Lumpur meeting is proposed to be moved from June of next year to July. All of the meetings other than that one, which hopefully will be resolved, are set right through 2004. Again, Rome, Kuala Lumpur, and Cape Town following Carthage this fall. And it's now left to a new committee and a New Board to debate how many meetings there will be in 2005 and thereafter.

Vint Cerf: Thank you, Jonathan. A question for you. Are there, in queue, any proposals for meetings or are we starting with an empty queue as well?

Jonathan Cohen: Vint, there are always expressions of interest, and there are a number floating around. But I have suggested to each of them to hold it until the Board the New Board has had a chance to decide how many meetings they want to hold.

Vint Cerf: I think that's very good advice. Thank you, Jonathan.

Evolution and Reform Committee Report

Vint Cerf: Finally, I'd like to call upon our vice chairman, Alejandro Pisanty, to give an update on the evolution and reform committee.

Alejandro Pisanty: Good morning. Vint, as well, this will be a very brief report in order not to try your patience, both the audience and the Board. The evolution and reform committee has followed very closely the work and tracked very closely the work of the ccNSO assistance group, and consultation efforts that Hans Kraaijenbrink and I have made on behalf of the evolution and reform committee with different stakeholders and parties in the ccTLD community and the governmental advisory committee, and in many other sectors in the ICANN community which also have a very keen interest in the ccNSO. This includes the GNSO and many others.

The results of the work for the constitution of the ccNSO have continued all through yesterday, and very intensively. As I have mentioned yesterday, we have a proposal for bylaws here. It has been extensively discussed by all parties involved, and agreed upon. I shouldn't need to dwell very much on the level of agreement that this document has garnered in view of the very warm and heartfelt support that we detected yesterday during the public forum. The text will be presented for a resolution a bit later on today.

We have continued to follow with interest the consultation efforts that some of the members of the committee and president and CEO, Paul Twomey, have been making with the RIRs, Regional Internet Registries. Our concern there is nowhere as strong as it has been with the ccNSO up to now because the bylaw language of the reform language itself covers much of what the RIR community need structurally to collaborate with in the ICANN community and to provide such actions as elections of directors.

And we believe that the continuation of this adjustment and fitting of the RIR functioning within ICANN is, at this stage, very well contained in the consultation efforts that Paul is carrying with the executive directors.

Once some changes could come there, many of them will actually not be a matter for the bylaws but for the memorandum of understanding and other documents that are consensual documents between all these parties. And I would venture that if these arrangements are of a deeper, more structural nature, the ERC will be called to express an opinion on them or to participate in shaping them.

But I am not daring to say that the evolution and reform committee's work is closed. I should say that it has closed it has gone past a lot of significant matters. Unless there are questions or someone perceives that I am leaving something out, that will be the report. .

Vint Cerf: Thank you very much, Alex. Are there any questions for Alex. I would venture to say that the work of the evolution and reform committee is much like climbing a mountain. When you're working your way up, sometimes it's very hard to tell how far you've gone because you're still slugging your way up the mountain, but if you turn around and look down, we would see a very vast distance between where the committee started a year or more ago and where it has ended up now.

And so I hope that you will remember to bring your oxygen masks with you, because we are at high altitudes now thanks to the sherpa-like work of you and the other members of the ERC. So I think if there are no questions for Alex that we can go on to the rest of the work of the Board this morning.

I see a time out coming from our general council. Yes, Louis. This is the time out is to get onto the screen the first of the resolutions to be worked on by the Board.

Approval of Minutes

Vint Cerf: And the first of these is the approval of minutes. I can report to you that the screen is a little hard to read. That's better, yes, thank you. It's only 9:00, Andy. If you have need of coffee, I suggest that you escape on your own. We'll have a coffee break at 10:00.

So the first order of business is to approve the minutes of the second minutes of the Board meeting of 2 June 2003. So I will entertain a motion to that effect. Sang-Hyon Kyong moves. Did I hear a second?

Jonathan Cohen: Second.

Vint Cerf: Several of them. Jonathan Cohen seconds.

Are there any corrections or changes to be made to the minutes of June 2nd? Any further discussion? All those in favor of approving the minutes of 2 June, please say aye.

Many: Aye.

Vint Cerf: Are there any opposed? Are there any abstentions?

It's unanimous. Thank you.

Change in Dates for Kuala Lumpur Meeting

Vint Cerf: The next item has to do with the dates of the meeting in Kuala Lumpur. As Jonathan Cohen mentioned, the dates are proposed to be changed from June until July. Jonathan, I would be pleased if you'd like to enter this resolution into the record.

Jonathan Cohen: Thanks, Vint.

Whereas, in resolution 03.37 the Board authorized the President to make arrangements for the June 2004 ICANN meeting to be held in Kuala Lumpur, Malaysia;

Whereas, the President, during the preparation of the 2003-2004 budget has proposed that the date of this meeting be moved to July 2004;

Whereas, the local hosts have agreed to this change in dates;

Whereas, this change has been endorsed by the Meetings Committee of the ICANN Board of Directors;

Resolved that the President is authorized to make arrangements for the holding of an ICANN meeting in Kuala Lumpur, Malaysia on 19-23 July 2004.

Vint Cerf: Thank you, Jonathan. Is there a second? I see Lyman Chapin seconds this.

Is there any further discussion of this resolution? Alejandro.

Alejandro Pisanty: Just daresay that the dates are dangerously into the boreal summer and should there be any proposals for changes, it would be very dangerous to push them for later dates.

Vint Cerf: I think it's also appropriate to point out that as the meeting moves from June until July, it has an impact on our budget as we will see in the next resolution. So just an alert that the costs associated with that meeting will move into the 2004 fiscal year.

If there are no other questions or comments on this resolution, I'll call for the vote. All those in favor of this resolution, please say aye.

Many: Aye.

Vint Cerf: Are there any opposed? Are there any abstentions?

It's unanimous, Louis.

Approval of 2003-2004 Budget

Vint Cerf: All right. The next item specifically has to do with the 2003 budget, and I will call upon our president, Paul Twomey, to introduce this resolution.

Paul Twomey: Whereas, ICANN's bylaws require that the President prepare and submit to the Board a proposed annual budget of the Corporation for the next fiscal year;

Whereas, the President, with the endorsement of the Finance Committee and with the assistance of the Budget Advisory Group, has followed an open and consultative process in developing the budget, with a Preliminary Budget discussed at ICANN's March 2003 meeting in Rio de Janeiro, Brazil; with subsequent discussion and other comments on that Preliminary Budget; with the President's submission of a Proposed 2003-2004 Budget on 17 May 2003; with minor modifications made to that Proposed Budget and posted on 24 June 2003; and with presentation of the Proposed 2003-2004 Budget as modified at the ICANN Public Forum on 25 June 2003 ("Proposed Budget");

Whereas, the Board has reviewed the Proposed Budget and has found that its adoption is in the best interests of the Corporation;

Resolved that the Proposed Budget is hereby adopted as the annual budget of the Corporation for the fiscal year beginning 1 July 2003 (as adopted, the "Budget"); and

Further resolved that the President is authorized and directed to implement and carry out the Budget and is directed to inform the Board of material variances from the Budget during the upcoming 2003-2004 fiscal year.

Vint Cerf: Thank you, Paul. Is there a second for this resolution? Ivan Campos seconds.

Are there any questions or issues that any Board member wishes to raise regarding the budget for this 2003 2004 period?

I don't see any. All those in favor, then, of passing the 2003 2004 budget resolution, please say aye.

Many: Aye.

Vint Cerf: Any opposed? Are there any abstentions?

Unanimous. Louis?

Oh, I'm sorry. We have two directors who are on the phone. Are they still there?

Helmut Schink: I am here. This is Helmut.

Vint Cerf: And did both of you vote in favor of the budget resolution?

Helmut Schink: Yes.

Masanobu Katoh: Yes.

Vint Cerf: I will make sure to call on you specifically so we know that you voted. Thank you.

Appointment of Independent Auditors for 2002-2003 Fiscal Year

Vint Cerf: Okay. The next item has to do with the audit committee appointment of independent auditors. Helmut, do you have the resolution before you?

Helmut Schink: I have the resolution before me, and we also have amended the resolution some minutes ago, and I just want to make sure that the resolution wording with the corrections in the second or third chapter are on the screen.

Vint Cerf: Okay. There have been corrections made, so perhaps to help you I can read them, Helmut.

Helmut Schink: Yeah.

Vint Cerf: The resolution now reads,

Whereas, the Audit Committee has recommended that ICANN seek to retain KPMG LLP to conduct an audit of ICANN's financial statements for the 2002-2003 fiscal year;

Whereas, the President has negotiated with KPMG LLP, in consultation with the Audit Committee, regarding the terms of its engagement to audit ICANN's financial statements for the 2002-2003 fiscal year;

Resolved that the Audit Committee is delegated authority to authorize the President to enter into an agreement with KPMG LLP, for the conduct of the audit of ICANN's financial reports for the 2002-2003 fiscal year.

Helmut Schink: Yes, I would like to move this.

Vint Cerf: Is there a second? Linda Wilson seconds.

Is there any further discussion of the selection of KPMG for the 2002 2003 audit?

Ivan Moura Campos: Vint

Vint Cerf: Yes, go ahead.

Ivan Moura Campos: It's just a typo. It's missing a "d" on "negotiated."

Vint Cerf: Yes, thank you. I actually corrected it in my reading of the minutes. It says "negotiate" and it should say "negotiated" in the second paragraph, Louis. Thank you for that. Are there any other spelling corrections? .

All right. Are there any other questions or issues on this resolution? If not, I'll ask for a vote.

All those in favor of this resolution, please say aye.

Many: Aye.

Vint Cerf: Do the gentlemen on the phone also agree?

Helmut Schink: Yes.

Masanobu Katoh: Yes.

Vint Cerf: All right. Are there any who oppose the resolution? Are there any abstentions? .

Unanimously passed, Louis.

ICANN's Geographic Regions

Vint Cerf: The next item on the agenda has to do with the definition of ICANN's geographic regions, and we need to be careful to distinguish that there are several different regional assignments of countries and regions of interest for ICANN's purposes. There is one set for the Regional Internet Registries which is reflective of the structure of the Internet itself and its routing requirements. There are other regional groupings that are needed for the population of various committees that serve ICANN and the ICANN process. This particular resolution deals with the allocation that's required for population of various of the committees that serve ICANN.

So I'd like to invite Lyman, if you would care to introduce this resolution.

Lyman Chapin: Thank you, Vint. Is it necessary to read the entire resolution or can I –

Vint Cerf: I don't think that it's some people have said that it's helpful that you read the resolution.

Lyman Chapin: That's what I was concerned about.

Vint Cerf: It's lengthy.

But because it gets it onto the record, it might be useful to do that.

Lyman Chapin: That's fine.

That will be helpful to people who are trying to follow with a ten second delay on the web cast as well.

Whereas, Article VI, Section 5, of the ICANN Bylaws requires the Board to define a specific allocation of countries and territories among five geographic regions (Europe; Asia/Australia/Pacific; Latin America/Caribbean islands; Africa; North America), and to review that Section at least every three years to determine whether any change is appropriate;

Whereas, this allocation is different from, and independent of, the designated regions of the Regional Internet Registries;

Whereas, at its July 2000 meeting in Yokohama, the Board in resolution 00.64 directed the staff "to assign countries to geographic regions on the basis of the United Nations Statistics Division's current classifications of "Countries or areas, codes and abbreviations," as revised 16 February 2000, and "Composition of macro geographic (continental) regions and component geographical regions," as revised 16 February 2000," with the understanding that dependent territories be grouped together with the country of citizenship for the territory;

Whereas the staff proceeded to create an allocation table on that basis;

Whereas the existing definition of geographic regions and the associated allocation table have functioned well, without significant controversy, over the past three years;

Whereas the staff has prepared and posted an updated allocation table on the basis of the most recent (March 2003) version of the United Nations Statistics Division documents;

Resolved that the ICANN Board reaffirms the existing definition of five geographic regions and reaffirms the existing methodology for allocating specific countries and territories to particular regions, pursuant to Article VI, Section 6, of the ICANN Bylaws, and

Further resolved that the ICANN Board adopts the allocation table posted by the staff on 5 June 2003.

Vint Cerf: Thank you.

Lyman Chapin: So moved.

Vint Cerf: Thank you very much, Lyman. Is there a second?

Sang Hyon seconds. Is there any further discussion of this resolution? Amadeu.

Amadeu Abril i Abril: Exactly the same it was said in July 2000. I can't vote in favor of a resolution that allocates people to regions that probably they don't feel that they are their own region for any purposes. This is not within our mission. We should have regions if we need it. But then we should not force them into regions, and even more, we should not force people into absurd situations where some of whom is in European region, willingly or not. Quite frankly, I cannot accept that, as I cannot accept citizenship as the criteria for representative division in ICANN. So I will abstain.

Vint Cerf: In the process of abstaining, Amadeu, I would ask you also to consider, either while you're here serving on the Board or in your future capacity, an alternative to this particular choice.

Amadeu Abril i Abril: I proposed one years ago. And my real problem is telling someone in the Caribbean islands, as we were listening, that they were in a region they don't want to be. So I think we should have some flexibility for our own people especially in conflicting areas to choose whether they are in one region or another, and not decide ourselves where they come from.

Vint Cerf: Okay. Perhaps we can make that more crisp in the future and revisit the question. Thank you very much, Amadeu.

Are there any other – yes, Mouhamet.

Mouhamet Diop: Since the basis of this resolution is a document of the United Nations, I don't think it's relevant to fix a term. Every three years is appropriate. We should remove it, because it will not depend on us. I mean, we just have to rely on the U.N. document. So any time this document has changed, we should make an appropriate change on this.

Vint Cerf: I think that's not an unreasonable observation.

Alex.

Alejandro Pisanty: I share with Amadeu the feeling that this is a very awkward allocation. It is necessary to do it the way we do it because the criterion that we have had from the very beginning of ICANN has been citizenship for location of people to region. Therefore this is a measure needed for that consistency even though it produces all sorts of weird results. The change that will be consistent, as Amadeu has mentioned, would be a large scale change in the bylaws and decision making of ICANN, and I would while I agree with Mouhamet that this should be a very automatic process, if we allow this three year provision to remain here, it will recall the need for revising for devising a better method for locating people to regions in the future. So I would reluctantly vote in favor, and think that we can make positive use of this three year provision without deciding what is or is not a country.

Vint Cerf: Thank you very much, Alex.

Karl.

Karl Auerbach: Yeah. This whole resolution and shuffling things around strikes me as sort of a form of Brownian motion. I don't really see there was anything broken that we needed to change.

Vint Cerf: It seems to me, Karl, that we do have a fundamental question, if we're dealing with individuals, to understand in which region they should be associated to the extent that we have to regionalize the activity. So I'm not sure that it's broken in that regard.

Karl Auerbach: Well, everybody in the world still has a place in the current system. There's nobody left out, unless an astronaut.

Vint Cerf: Well, I'm working on the Martians. But that's a different problem.

Nii Quaynor: It seems to me there is another choice, which is a physical location. Since that column is there, might as well use that and move away from the interpretation.

Vint Cerf: Well, at this point, the proposal on the table is to stick with the present arrangement, which is citizenship. If we want to revisit that, I would suggest that we don't do that today; that we do that as a subsequent activity.

Lyman.

Lyman Chapin: In all of the discussions that we've had on this topic, we've returned eventually to the same point, which is that when you have a situation in which ICANN is not authoritative for the allocation of any unit, whether it's people or numbers or anything else, for things for which we are not authoritative, it's appropriate to defer to the body that is recognized as authoritative. And I think that's all we have done in this case. We have declined to take upon ourselves a revisiting of an issue that is best dealt with elsewhere. And we are simply adopting the results of that process that has gone on somewhere elsewhere it is authoritative.

Vint Cerf: The issue here is not what geographic regions there are and what countries are in them, but, rather, whether we bind citizenship or residence as the determining factor. And at the moment, citizenship is the choice. And that's what we will be voting for here. Are there any other points to be made on this? Okay.

All those in favor of this resolution let me take a hand vote on this one, because some people want to vote differently. So all those in favor of this resolution, please raise your hand.

One, two, three, four, five, six, seven, eight, nine, ten.

All those who oppose the resolution.

I'm sorry, Amadeu?

Amadeu Abril i Abril: (inaudible).

Vint Cerf: Oh, yeah, the guys yes, I'm sorry. The guys on the phone. Excuse me. Katoh-san, how do you vote?

Masanobu Katoh: Yes.

Vint Cerf: And Helmut?

Helmut Schink: I vote yes.

Vint Cerf: Okay. So we have 12 there. Those who oppose now? Karl. And those who abstain? Three. Okay. Do you have all of those votes, Louis? Okay.

The resolution passes. Thank you for that discussion, by the way.

Vint Cerf: The next item on the agenda is the approval of a proposal by the at large advisory committee.

I have a high priority interrupt. Votes didn't add up. Oh, I left out Paul Twomey, because I wasn't looking. I was so carefully observing Amadeu to make sure that his hand was either up or down, I missed Paul. We now don't have a parity error anymore; is that right? Okay.

Approval of Proposal by At-Large Advisory Committee

The next item on the agenda is the approval of a proposal by the at large advisory committee.

And I'd like to read this into the record.

Whereas, on 15 June 2003 the Interim At-Large Advisory Committee posted a document describing its recommendations concerning the process for forming At-Large Structures and Regional At-Large Organizations (RALOs);

Whereas, public comment was invited on that document, both by e-mail and at the ICANN Public Forum in Montréal on 25 June 2003;

Whereas, after considering the public comments received, the Board concludes that the recommendations of the Interim At-Large Advisory Committee should be adopted and approved;

Resolved that the Board hereby adopts the recommendation of the Interim At-Large Advisory Committee on "minimum criteria for an At-Large Structure", and hereby establishes them under Article XI, Section 2(4)(i) of the bylaws as the criteria and standards for the certification of At-Large Structures within all Geographic Regions, subject to revision for any region upon the entry of a Memorandum of Understanding between ICANN and the RALO for that region;

Further resolved that the Board approves the "certification process for At-Large Structures" and "Application for 'At-Large Structure' (ALS) designation" recommended by the Interim At-Large Advisory Committee;

Further resolved that the Board hereby adopts the "Proposed procedures for Board review of ALAC certification decisions" as recommended by the Interim At-Large Advisory Committee, and hereby establishes them under Article XI, Section 2(4)(i) of the bylaws as the procedures for review of At-Large Advisory Committee decisions to certify or de-certify At-Large Structures; and

Further resolved the Board hereby adopts the "Proposed guidelines for the form of each Regional At-Large Organizations' (RALO) Memorandum of Understanding (MOU) to be entered into with ICANN" as recommended by the Interim At-Large Advisory Committee, and hereby establishes them under Article XI, Section 2(4)(g) of the bylaws as the criteria and standards for the certification RALOs.

So if you vote in favor of this resolution, we will effectively be creating the framework for the at large structures and begin the process of populating them and thereby introducing, finally, a path for public/individual participation in the ICANN process.

We I will entertain a motion to place this resolution on the table.

Nii Quaynor moves.

Is there a second? From Ivan.

Is there discussion of this resolution? Karl.

Karl Auerbach: Yeah, it's my feeling that the entire ALAC system is too ponderous and offers too little. It's my expectation that the system will fail. However, despite my reservations, I'm hoping to be proved wrong, so I'm going to support this resolution.

Vint Cerf: Thank you very much, Karl. I truly hope that your predilections are wrong and you will do what you can to make this system work? Ivan.

Ivan Moura Campos: It seems that we missed an "of" before the last word, certification of RALOs.

Vint Cerf: That's quite correct. The last word says "for the certification RALOs" in the last paragraph. It should say "certification of RALOs." So if the secretary will please note that. Good. Thank you.

Any comments?

We have more awake Board members than I am this morning. Thank you. All right.

If there are no other comments, let me call for a vote. First let me ask for votes from the telephone, from Helmut and from Katoh-san.

Helmut, how do you vote?

Helmut Schink: I vote yes.

Masanobu Katoh: I vote yes, Katoh.

Vint Cerf: Okay.

Now, all those here in the in the auditorium who are in favor, please say aye.

Many: Aye.

Vint Cerf: Are there any opposed? Are there any abstentions?

It is passed unanimously. And the secretary has so noted.

ccNSO Formation

Vint Cerf: The next resolution is probably the piece de resistance for this meeting. It has to do with the ccNSO formation. I would like to call upon Hans Kraaijenbrink to enter this resolution into the record.

Hans Kraaijenbrink: Thank you, Vint. You know, the direct translation of piece de resistance in English is "a piece of resistance."

Vint Cerf: So we can take this in two ways, can we not? Because it could be the p-e-a-c-e of resistance, which means after resistance, there is peace. The other –

Hans Kraaijenbrink: Indeed.

Vint Cerf: definition is perhaps the p-i-e-c-e of resistance that you had to overcome to reach the point where this this resolution could get onto the table.

Hans Kraaijenbrink: Okay, Vint.

Whereas, beginning in March 2002 the ICANN community engaged in intensive discussion, led by the Committee on ICANN Evolution and Reform (ERC), concerning reforms to ICANN's procedures and organizational structures;

Whereas, on 31 October 2002 the Board adopted New Bylaws to implement most aspects of the resulting reforms, to become effective upon adoption of a transition article for the bylaws, which occurred on 15 December 2002;

Whereas, one important goal of the 2002 ICANN reform process was development of a Country-Code Names Supporting Organization (ccNSO);

Whereas, in September 2002 the ERC appointed a ccNSO Assistance Group, consisting of ccTLD managers, participants of the GAC, and other knowledgeable members of the community to develop recommendations concerning the structure and processes of a ccNSO;

Whereas, the ccNSO Assistance Group prepared and posted ten reports, with numerous recommendations, and in this process adjusted its recommendations to reflect public comments received;

Whereas, this process was not completed in time for inclusion of provisions concerning the ccNSO in the New Bylaws;

Whereas, the ccNSO Assistance Group posted its compiled recommendations, reflecting comments received online and in numerous consultations with ccTLD managers, on 26 February 2003;

Whereas, after additional public comment, on 22 April 2003 the ERC posted its Fifth Supplemental Implementation Report, which endorsed, with minor adjustments, the recommendations of the ccNSO Assistance Group;

Whereas, after comment by ccTLD regional groups and others, on 29 May 2003 the ERC posted its Response to Comments Received on its ccNSO Recommendations;

Whereas, on 13 June 2003, the General Counsel posted a set of proposed amendments to the bylaws to implement the ERC's recommendations;

Whereas, at the Montréal meeting the assembled ccTLD managers, members of the Governmental Advisory Committee, and other members of the ICANN community intensively discussed the proposed amendments to the bylaws, leading to various adjustments to the language of the proposed amendments;

Whereas, the Governmental Advisory Committee has stated in its Montréal communiqué that the proposed amendments to the bylaws, as adjusted in the discussions, address its concerns regarding the ccNSO structure and procedures;

Whereas, the ccTLD managers have stated in their Montréal communiqué support for the proposed amendments to the bylaws as adjusted;

Whereas, in discussions at the ICANN Public Forum on 25 June 2003, several representatives of ccTLD managers and regional groups of ccTLD managers expressed their support for the proposed amendments to the bylaws as adjusted;

Whereas, the Board is satisfied that proposed amendments to the bylaws as adjusted are broadly supported in the community of ccTLD managers and other affected parties, and that their adoption will help ICANN fulfill its mission by bringing into the ICANN process meaningful participation of ccTLD managers, which represent a very important segment of the Internet community;

Resolved that the Board adopts the amendments to the bylaws shown in Appendix A to these minutes; and

Further resolved that on behalf of the Internet community the Board expresses its deep appreciation to the members of the ccNSO Assistance Group and other ccTLD managers, as well as the Governmental Advisory Committee and others in the community who participated in the discussions, for their vital assistance on achieving this important milestone in ICANN's evolution.

So moved.

Vint Cerf: Is there a second? Nii Quaynor.

Is there a discussion of this? Andy.

Andy Mueller-Maguhn: Yes. I'd like to change something in the drafted bylaws that is in the ccNSO appendix b, Article 13. It's about the members' vote. This comes from a minority position within the ccTLD community that felt that this latest draft does not reflect the consensus that was reached within the ccTLDs. The mechanisms for voting, as drafted in article xiii, which we will have on the screen shortly, says that, normally, 50% of all ccTLD or ccNSO members have to be there to as a quorum to make any kind of votes. In the unlikely or likely event that that 50% quorum is not reached, a second round after 30 days can be initiated that does not require this quorum. That means that even substantial policy changes, like change of the scope of the ccNSO, can be reached without even 50% of the members of the ccNSO participating in that vote. So what I'm asking for is to combine the sentence in article xiii saying this second round not requiring 50%, that that is not valid for change of scope of the ccNSO as a safeguard. I guess that explains it.

So that's my what I'm proposing or suggesting or whatever.

Vint Cerf: Okay.

No, that's a motion for an amendment. Is there a second for that motion?

: (inaudible).

Andy Mueller-Maguhn: Karl's question was if we could see that as a written sentence. Louis, could you assist me on that?

Louis Touton: Just a moment, please.

(pause)

Okay. Go ahead.

Vint Cerf: There will a brief pause while we edit.

Andy Mueller-Maguhn: It's the second paragraph.

Helmut Schink: Vint, may I take the time to (inaudible) say Appendix A to the minutes (inaudible) don't have a chance to see it.

Andy Mueller-Maguhn: Excuse me. I did not understand what he said.

Helmut Schink: Where could I find the Appendix A to these minutes? Have they been distributed by e mail?

Andy Mueller-Maguhn: That's a good question.

Vint Cerf: Helmut, I thought that they had all been distributed. But what we can do to help you is that when Louis has completed editing of the sentence that's to be modified, we can read that back to you. Would that be helpful?

Helmut Schink: Okay.

Andy Mueller-Maguhn: So, Louis, could you assist me if it's maybe best to add a sentence after the second paragraph saying that for substantial votes like change of scope of the ccNSO, the quorum is necessary nevertheless or something like that? Then I mean okay, Vint, can you tell me what the procedure is?

Vint Cerf: No, this is fine. We're just we're working to find a place to put that change. This is okay. Okay, here we go. 50% voting requirement shall apply. That's good.

Andy Mueller-Maguhn: Maybe have to define "substantial change" a little bit more as "substantial change or is a change of the scope" not substantial, but "is a change of the scope of the ccNSO," or I don't know if we need "the ccNSO" here.

Vint Cerf: That makes it very clear.

Andy Mueller-Maguhn: Yeah. Thank you.

Vint Cerf: Okay. So for Helmut and for Katoh-san, this section that we're looking at is called part 13 in appendix is it Appendix A or B?

Masanobu Katoh: I don't have an appendix, but I understand what you are talking about. So I'm good.

Andy Mueller-Maguhn: It is Annex B, it's the ccNSO policy development process. So it's Annex B of Appendix A.

Vint Cerf: This is Annex B. And in part 13, what is discussed there is the specifics of how members' vote will be conducted.

In the second paragraph, there's language that establishes a 50% quorum requirement during the first round of voting on any matter.

What is in that paragraph, Helmut and Katoh-san, is a two vote sequence. If there is not a 50% quorum achieved in the first voting period, then a new vote is taken. The first vote is discarded; a new vote is taken. But a 50% quorum is not required for the vote to carry.

However, as Andy points out, this is of concern to some of the members of the ccTLD community, and he proposes that this 50% quorum requirement would stand, would continue to apply in the event that the matter under consideration is a change in scope of the ccNSO. So, Andy, does that fairly describe what you're proposing?

Andy Mueller-Maguhn: (nod of the head.)

Vint Cerf: Helmut, is that making sense to you?

Helmut Schink: That makes sense, yeah. (inaudible).

Vint Cerf: So what

Masanobu Katoh: (inaudible).

Vint Cerf: So I think what we now have a proposal on the table, a motion on the table. I have not heard a second yet, so is there a second for this motion?

Karl Auerbach: I'll second.

Vint Cerf: Okay. Karl seconds this motion. So what we're going to do is we'll have some discussion about this, if there is any, and then we will vote on the amendment. If the amendment passes, we will incorporate the amendment into the resolution, and then we will vote on the entirety. If the amendment does not pass, then we will go back to the original proposed bylaws as they were originally stated. So let me get Karl and then Hans and then Ivan. Sorry, and Amadeu.

Karl Auerbach: Yeah, I recognize that this whole agreement was derived after great and long, painful negotiation, and I'm extremely hesitant to touch even a comma in it. I believe this is an improvement, and that's why I seconded it. I am still not sure whether it's a good idea to open up this can of worms.

Hans Kraaijenbrink: Fellow Board members, as Karl so rightfully said, the text which was on the table without the amendment has been construed after long negotiations. That's one. So I advise you to vote against it.

The second reason is that and we've been there before, it's extremely dangerous, even if it's a minor improvement, to change bylaw text, legal text, on the fly in a Board meeting.

And my final remark is one of I don't know the right word, but disappointment. Because, Andy, I believe you have the fiduciary duty to the corporation, to the Internet community, and what I find very disappointing is that through you, a small minority in the ccTLD community who has been working with us and discussing, finally, through you comes into the Board to try to get, at the final moment, what could not be reached in normal, open negotiations.

So I do hope that my fellow Board members support me in voting against your request for modification.

Vint Cerf: Thank you. Amadeu, you're next.

Amadeu Abril i Abril: No, I don't think I will add anything significant here. The only thing is I don't think this is even refinement. Quorum and voting majorities are there just to raise flags and alert people that something important is going on. And I think that this is already here. My problem is like Hans. Even with a different tone; this has not been publicly asked by anyone from the ccNSO; therefore, I would refrain from that.

Vint Cerf: Thank you for that observation, Amadeu. Let's see, Alex.

Alejandro Pisanty: Besides the procedural points, going on the substance, and in order for the record to show that we are not irresponsible missing the one remaining member that we know of in the ccTLD community has some qualms about, the safeguards that we are placing here are at the request we have been convinced by the representatives of .de to introduce safeguards in the voting procedures. One of the concerns of the ERC and the (inaudible) has been to avoid, prevent capture of the organization or some of its votes by any small group, mostly against malicious capture, of course, and also against blocking the action of this organization by a small group.

And we are we have discussed this very extensively, modeled it very extensively with representatives of the GAC, with a working group of the GAC, which have enormous expertise in these type of rules, with people that are not interested parties; that is, that are not ccTLD managers but who have been close to this process and so forth.

We really have a good balance in safeguards here against both possibilities. There's a safeguard against capture and a safeguard against malicious blocking, both.

Vint Cerf: Karl and then Andy. I'm sorry, I'm sorry. That's not right. It's Karl, Ivan and then Andy.

Karl Auerbach: All right. Well, I'm still here. There seems to be a head long, even precipitous race to get this agreement into place. It was only agreed upon yesterday. And I've had following Hans' point, changing at the meeting, I think changing it after less than 24 hours after the last words are put on the paper is itself precipitous and dangerous. And I'm very concerned about that. And I am under the impression, and I would like to be corrected on this, did the department of commerce exert pressure on ICANN and the ccTLDs to come to an agreement? I would like to know whether I'm under the correct impression or false impression.

Finally, with regard to Andy's integrity, I believe his question, his change is of the highest fiduciary responsibilities to ICANN. It is a proper change. It is, indeed, an improvement. We can argue how much of an improvement. And I do not believe it is proper to question his integrity in this.

Vint Cerf: Let's try very hard to focus on the specifics of the proposal, if we can.

Ivan.

Ivan Moura Campos: Yes. I respectfully oppose andy's amendment on a matter of principle. What we saw yesterday was the result of a thorough, sometimes painful, but well done bottom up process. We've been standing here defending this principle and abiding by it, and I don't think it's the business of the Board to change something that came in this bottom up fashion. If I thought that something was really wrong with that, I would send it back to the constituency and ask them to think it over. I would never amend it here.

(applause).

Vint Cerf: That's a very good principle. Andy, you're next.

Andy Mueller-Maguhn: Yeah, maybe as a final comment. The minority in the ccTLD community that brought my attention to this did not have the feeling that this was the result of a bottom up thing. There was an informal agreement from the ccTLD managers, and then this came up to the to the what's it called? The supporting group of the ccNSO. Excuse me, the assistance group. And then the written version contained this, not necessarily of the safeguard, after that has been taken into consideration with the ERC. So we can talk about process, but what I urge you to do is look at what I'm asking here to, and that is an improvement for the stability and for the openness of the ccTLD or ccNSO to the community. I don't think there's anything wrong with giving people safeguards that make them feel better, especially when it's about change of scope, which is not something minor.

Vint Cerf: Okay. Alex.

Alejandro Pisanty: We've come back to the substance first, which is that the safeguards that are included in the way we are managing, we have agreed with so many parties are better safeguards than the one you are moving. The safeguard you are moving is only a safeguard against capture by a false majority, and we are also allowing a safeguard against the blocking vote for the majority will. This is a balance, and this is one of the things that have been engineered carefully. We're not in any way saying that this is perfect. Many of the things that are in the many of the provisions that are in these bylaws will have to be adjusted once real people get doing real operations. This is the best planning that we can do. But the corrections that will occur, as I mentioned yesterday, will occur in a large number of other provisions here as needed. There are provisions here that allow you for a review. I mean, this thing has so many safeguards that it's barely operable. One more set of checks and balances and it will be powerless.

And again, as been mentioned already by Hans, it is not only a negotiation between the AG and ccTLD managers that has brought this text to existence. There is pressure from all the community, and I mean by that GNSO, the independent opinion of legal scholars, and a huge array of others.

As for Karl's question of upon pressure of the department of commerce, I have not received a single message or any signal of pressure from any representative of the department of commerce of the United States government. And I've been in sparse but continuing contact with them during the meetings.

Other perceiving that they, as many other government and many representatives and many other members of this community, are glad to see this work done. And I should say that we, as members of the I will speak for Hans and myself and for Lyman and Nii as members of the ERC, we are just too glad to bring this to fruition and to be able to concentrate now on the substance of ICANN's work having done this piece of the structure.

Vint Cerf: Thank you, Alex.

I see Francisco has his hand up.

Francisco da Silva: Thank you. While I always try to see also the opposite side, in this case I am trying to do it because it is always a good and healthy way of reasoning. And then to consider the question as Andy has put forward.

I would say the following. First, that if this is a complex arrangement, I feel quite a bit uncomfortable if I would go to approve a small thing in the middle of a complex system. I would not know the effect of this butterfly wing. And this is the first one.

The second one is that what Alejandro just said. We are always there is always opportunity to be changed and amended later on if it is the case.

And also, I believe that even if we try to protect the minority as is proposed by Andy, this minority could be a significant minority and block all the other system, as Alejandro said. And at least I have this feeling that we should be very careful to when considering this kind of amendment on the fly.

Just to say I would not vote in favor of the amendment.

Vint Cerf: Thank you very much, Francisco.

I think we can take some lessons from this discussion, which, by the way, I think is a perfectly healthy kind of discussion to have. It's revealed several things to me.

One of them is that we probably are well served not to make on the fly edits, especially of documents of this import. And particularly after a long period of intense negotiation and discussion from the bottom up.

So I would have to say on the basis of that principle that i, too, would not vote in favor of this modification, in part simply because it is a modification that has not had any of the review that the remaining text has over the past several months and weeks; for that matter, hours.

The second observation I'd make, however, is there's nothing wrong with raising an issue of concern, which Andy has done. But the outcome of that concern should be along the lines that I think Ivan pointed out; namely, that if we thought, indeed, that this problem were so severe that it would interfere with the successful operation of the ccNSO, our correct step would be to remand the document back to the community that produced it rather than correcting it ourselves.

And I hope we can continue to observe that principle, because it will reinforce the bottom up nature of policy development in the ICANN process. So unless there are other comments from the Board, I would like to first, now, call for a vote on the proposed amendment. And I want to do this by hands, and I will call first on the people on the phone.

So if you vote against this amendment, it means we will take the language out that was proposed. If you vote in favor of it, you would be voting to leave the language that Andy suggests in the bylaws. So first I call upon Katoh-san. How do you vote?

Masanobu Katoh: Yes, I'm against the changes Andy proposed.

Vint Cerf: Helmut?

Helmut Schink: I vote no.

Vint Cerf: All right. And now for the Board that's sitting in the auditorium, I'll ask for a hand vote. All those who vote in favor of this amendment, please raise your hand. I see two.

All those who oppose this amendment, please raise your hand. We're counting. I don't see anyone who is not counted for now.

Is there anyone who is abstaining? I'm sorry, Francisco was that an abstention?

Francisco da Silva: (shakes head.).

Vint Cerf: No. That was a vote no.

So the amendment does not pass, and we are now back to the original language that has been put on the table for consideration.

Yes, Andy.

Andy Mueller-Maguhn: Just a question. Can we send this as a consideration for the ccNSO? .

Vint Cerf: The, I think, best way to do this, Andy, frankly, is that the discussion now stands in the record, and you are free to draw the attention to the ccNSO to that record, and they will have to decide for themselves whether they consider it important enough to ask the Board for revision.

Andy Mueller-Maguhn: Okay.

Vint Cerf: So now I'm ready to call for a in fact, I would like to ask the Board's indulgence, given that we have a text in front of us which is unchanged from its final form. I would ask the indulgence of the Board to approve this resolution by acclamation. May I have the Board's agreement? Yes.

(applause).

Vint Cerf: Thank you very much. A truly remarkable milestone in the history of ICANN's efforts. I congratulate the ERC, the ccTLD operators, the assistance committee, and the GAC for their remarkable work in producing this result. I'm sorry, Hans?

Hans Kraaijenbrink: I would like to add that the ICANN community. Because it's done in the interests of the ICANN community.

Vint Cerf: All right. So now we are on to the next item. Well, this is interesting. I have an instant message which has popped up. I'm sure all of you are familiar with these. The instant message suggests to me that because it is not very far from 10:00 and because there is likely to be substantial discussion on the sponsored TLD matter that perhaps we could just take a break. So coffee may be ready when? In five or ten minutes? Is that right? It's not ready yet? It's out there now?

Go for it! We'll reconvene in 20 minutes.

(break.)

Vint Cerf: Okay.

We're going to try to start in about two minutes. For Katoh-san and for Helmut, I'm trying to chase the rest of the Board back to the meeting room.

Masanobu Katoh: Okay. Thank you.

(pause.)

Vint Cerf: The minutes will show that Cerf went around with a large board trying to beat his Board members back to the table.

(pause.)

Okay. We are back in session. Katoh-san, are you there?

Masanobu Katoh: Yes, I am.

Vint Cerf: And Helmut, are you there also?

Helmut Schink: I'm there, yes.

Vint Cerf: Okay.

ccNSO Launching Group

Vint Cerf: Thank you.

We are going to introduce an item on the agenda that we inadvertently left off which follows the passing of the ccNSO bylaws. And this resolution has to do with the formation of a launching group.

And I would like to invite Alejandro to present this resolution for the Board. Do you not have the text? It's on the screen.

Alejandro Pisanty: Katoh-san, Helmut, I will read out loud because you haven't seen this text, which has also been up for discussion in the community, and it derives from the practicalities of going from the bylaw changes the changes in the text of the bylaws to actually having an operational ccNSO started. Okay.

Whereas, the Board has approved Appendix A to these minutes, consisting of an amendment to the Corporation's bylaws to establish a ccNSO;

Resolved that the Board hereby requests the nine ccTLD members of the ccNSO Assistance Group to call for an additional six members to join with the nine ccTLD members of the Assistance Group, to form a launching group for the ccNSO ("Launching Group"), the membership of which Launching Group shall be identified in writing to the Secretary within thirty days following the adoption of these resolutions;

Further resolved such Launching Group shall have authority to solicit additional ccTLD managers to join with the members of such Launching Group to eventually comprise the ccNSO, which shall be deemed constituted once thirty members have joined;

Further resolved that such Launching Group shall also have the authority to establish a schedule and procedures for the selection of the initial ccNSO Council; and

Further resolved that such Launching Group shall not have the authority (a) to initiate a ccPDP or (b) otherwise engage in development of substantive policies, or (c) select on behalf of the ccNSO any director or observer or other participant in any ICANN body.

I think this should leave clear that we are, indeed, building all safeguards against capture of narrow groups of interest of the ccNSO process from the beginning and calling for an open and inclusive membership. I am sure that we can call on the people who have expressed their more extensively their concerns about this process because they are among the ones that know better what the consensus is and how it can be achieved.

I move the resolution.

Vint Cerf: I see a second is offered by Hans Kraaijenbrink. Are there any questions or discussion items? Paul and then Karl. Then Nii.

Paul Twomey: Thank you, chair. If I can state clearly, I'm in support of the resolution. I just have a procedural question relating to the last part of the resolution. This week, we've had the two working sessions on Whois. And the president is convening a meeting of the chairs of the GAC, the GNSO, the IAB liaison, the chair of the ALAC to help prepare a program for a working plan, a joint working plan going forward on Whois. As I said yesterday, I was also inviting, on a self selecting basis, representation from the at large the addressing, slash, RIR community. And similarly, on a self selecting basis, representation from a ccNSO who is formed. Is it understood by this resolution that the president should simply just send a letter to I was going to send it to whatever was the launching group. But now I'm wondering whether I'm allowed to send it to the launching group if they can't select on behalf of the ccNSO any director or observer.

Vint Cerf: It certainly would I'm sorry.

Louis.

Louis Touton: Perhaps I can give my views on the meaning of clause c of the last resolution. And that would be that what it does is it does prohibit the ccNSO launching group from making selections on behalf of the ccNSO. They, like any other member of the ccTLD community, are available for consultation by the president, and the president then makes selections based on suggestions.

Vint Cerf: Does that resolve your problem, Paul?

Paul Twomey: (nod of the head.)

Vint Cerf: Okay. I had also on the list Karl, and then Nii.

Karl Auerbach: Yeah, my comment's really very short: Huh? Where did this come from?

This is the first time I've heard of it, first time I've seen it, first time anything.

And if we're going to follow what was suggested in the previous discussion, that we don't do stuff on the fly, this seems to me the height of doing things on the fly. I don't like this. I mean, no matter how much merit it is, I can't support, because this is the very first time I have seen or heard the existence of this thing.

Louis Touton: Perhaps the evolution and reform committee can explain the genesis of this in the posted documents.

Vint Cerf: Hans.

Hans Kraaijenbrink: Karl, I am surprised, because it was in the texts that were produced by the evolution and reform committee. The idea is coming from the assistance group itself in the discussions.

Karl Auerbach: It's not on our list of proposed minutes.

Hans Kraaijenbrink: Pardon?

Karl Auerbach: It's not in the stuff that has been distributed. This is brand new stuff.

Hans Kraaijenbrink: No. It's in the stuff it's in old stuff. It's part of the no?

Vint Cerf: Alex.

Alejandro Pisanty: This text has been posted. The whole idea has been discussed extensively with everybody that's involved. And it was not put up for discussion because no one had any points of discussion about or against it during the last week.

Karl Auerbach: Well, thank you for leaving me out of the discussion, then.

Vint Cerf: Karl, I suspect that perhaps you just didn't see it, because it was part of the documentation that came with the ccNSO preparations.

Karl Auerbach: I've got the list of resolutions right here on my screen.

Vint Cerf: Okay.

Nii.

Louis Touton: Karl, on the screen, you'll see the fifth supplemental implementation report of the the which one of the ERC members can go through with you.

Karl Auerbach: I'm talking about the list of resolutions that was on the agenda.

Vint Cerf: Hans.

Hans Kraaijenbrink: That's right. The resolution we are presenting now was erroneously omitted from the list of resolutions that was presented to you this morning.

But the substance of this resolution is an element of the discussions on the formation of the ccNSO and is included in reports made by the evolution committee to the community and to the Board.

Karl Auerbach: You'll have to par–

Hans Kraaijenbrink: So the idea of a launching group should not be a surprise to you.

Karl Auerbach: You'll just have to pardon me for believing the agenda.

Vint Cerf: Let's get back to the order of questions and comments. Nii, actually, you were on the list next.

Nii Quaynor: I was just looking for some clarification on when the launching group becomes the council. Because I wasn't too clear. Paragraph 3 mentioned when there are 30 members. But I just want to be sure that that's what we mean.

Louis Touton: I can respond, if you like.

Vint Cerf: Okay.

Louis Touton: The launching group does not become a council. The launching group coordinates an election after there are the 30 members, four in each region, for the council. In the ERC's some of the ERC's documents and in the discussions, it had been spoken of doing that in roughly 120 days, given the time to sign up members and set the election procedures and hold the elections. But that detail is left up to the launching group to set the schedule.

Vint Cerf: Okay. Are there any other comments? Just to I understand Karl's discomfort, not actually having seen the text of the resolution until just now. I would point out, however, that it is embedded in the entire ccNSO implementation plan. And that's dated as far back as 22 April of this year.

So if there aren't any other discussion points on the resolution, if you pass this resolution, the launching group will be able to begin its work, and the ccNSO structure will begin to function. At the point where there are 30 members of the ccNSO, the launching group will then be able to, as Louis points out, conduct elections to create a council, at which point the ccNSO will be in normal operation.

So if there are no other comments, I will call for a vote. Let me start with the two gentlemen who are on the phone. Katoh-san, how do you vote on this resolution?

Masanobu Katoh: Yes.

Vint Cerf: And Helmut?

Helmut Schink: I vote yes.

Vint Cerf: And for the members here in the auditorium, I'll call for a hand vote. All those in favor of the resolution, please raise your hand.

All right.

All those opposed to the resolution.

One.

Karl Auerbach: (inaudible).

Vint Cerf: Understood. And on the grounds that this was a surprise for him.

And are there any abstentions? No.

So, Louis, the resolution passes.

Sponsored TLD Request for Proposals

Vint Cerf: The next item on the agenda has to do with the sponsored TLDs, a matter of great interest and of considerable discussion yesterday during the open meetings. I'm looking for my – here we go. This particular resolution I'm not going to read at this point because I think we wanted to have some discussion. But I am going to describe it for you.

Essentially, the resolution has to do with how we move forward on the creation of TLDs. And historically, you know that the former CEO, Stuart Lynn, wanted to make some progress on TLD creation, but argued and the Board agreed that initial efforts should be on sponsored TLDs, because our experience in their creation was somewhat more straightforward. As a result, we have had asked the staff to prepare a draft RFP, which appeared online in the last day or so. In fact, it appeared so recently that under normal conditions, we would not be able to consider, in fact, authorizing the president to release the RFP, because it has not had very much public view nor has the Board had a great deal of time to consider it. So the language of this resolution takes that into account.

And, in particular, the resolution proposes that we place this RFP into the public record, where it is now, and invite public comment from the interested parties on the substance of this RFP, and in particular, raise the question with commentators whether the RFP should apply only to those sponsored TLDs that were present in the November 2000 round of TLD creation or whether, in fact, it should be opened up to anyone who wishes to propose a new sTLD. That matter is something which is open. And I think the resolution specifically says that the Board has an open mind on the question.

Also in this resolution, it invites the president to prepare a plan for a much more vigorous prosecution of the creation of TLDs in general, requiring a whole series of steps to conduct a policy development process in order to help guide the Board towards the creation of TLDs in a more straightforward fashion. So if you agree with the resolution, which is not yet on the table, you will be simultaneously pursuing commentary on the sTLD RFP draft and also the preparation for a rapid study and planning period for the creation of new TLDs and a philosophy and framework for doing that. So let me ask if I could have someone put this resolution on the table so that we can then discuss it further. So is there a I see Ivan puts it on the table, and Jonathan seconds. So we now have before us this discussion item on the sponsored TLD.

And I see Amadeu has his hand up. Amadeu.

Amadeu Abril i Abril: Thanks, Vint. There are two general issues. The first one is how we, you know, face the question of DNS expansion. I wanted to express this more general one here, since shanghai and Amsterdam and then Rio de Janeiro and now here, we have been presenting a process for a very limited expansion of the previous test of adding some new sTLDs. And first I would like to focus on that. We have published a draft RFP for public comment that's out there for, I think, three days now. The only question is that I feel somehow uncomfortable with some of the indications of the RFP. And I have, as I sent to the mailing list, an alternative proposal. The alternative proposal is composed of some things.

The first is to eliminate the limitation to applicants and strings submitted in October 2000. I think this is unfair, because, well, the world has changed a lot, and we cannot pretend that the same applicants with the same proposals could be there. If we allow them to change if we wouldn't allow them to change, it would be irresponsible.

If we allow them to change, we should acknowledge that in three years they will have changed a lot as well. And we should not prevent new sponsored applications to come.

The second is that in order to speed up the process as we know that there are some proposals that have been waiting for way too long, in order not to you know, to adapt the RFP to each one, I propose that we keep the four weeks' period, even three weeks' period proposal after approval of the draft RFP to send in the transmittal letter saying, this is the sponsoring organization, this is the TLD string. Those who have a really completed application, they submit it. Those who are probably coming to the new round will need more than four weeks in August. So I would propose to extend to three months, perhaps two months at least for these others to complete. But as soon as we have all the candidates listed by name, reference, and string, we can start dealing, in case of no conflicts, with those that have already prepared their application.

The third one is that there is another strange a question in the RFP. It seems quite clearly to favor those who proposed something in October 2000 and then plus will use one of the existing gTLD registries, which is okay. There's nothing against it, probably it's a reasonable choice. But I don't think we should take this stance simply because we are in a hurry in the middle of the summer. We should not disfavor all those who are able to provide registry operator services.

So I would at least extend this so we have some proven capacity besides the fact of having a contract with ICANN. For instance, they are operating in reality.

One of the TLDs of the gTLDs of the other restricted TLDs, or even ccTLDs that have shared registration system and more than, say, 50,000 sorry, I put 5,000 in the e mail 50,000, you know, as most of the sTLDs would be small registration TLDs. They should be able to act as registry operator now.

Also I would like to instruct the CEO to start a parallel process, sorry, to present a plan for starting a parallel process of accrediting registry operators as such.

Because we will need that in any future expansion of the DNS.

Thanks.

Vint Cerf: Okay. Thank you very much, Amadeu.

I would surmise, since we aren't going to be editing the text of the RFP today, that many of these comments should become a part of the public record referring to the RFP so that at the time that we revisit the RFP after the public comment period, they can be taken into account. Amadeu has his hand up for a –

Amadeu Abril i Abril: Sorry. A point of order that I forgot. I sent that to the list the first time, I may have said that. But Louis has reminded me that perhaps I should explain quite clearly.

First, yes, I have friends, and had some discussions, even if no financial interest, with people that were considering submitting new applications for this round of sponsored TLDs. Second, I have no financial interest, but I have a longstanding historical relationship with core, which is one of those registry operators for a sponsored TLDs but that does not have a direct contract with ICANN, because the contract is the sponsoring organization. Therefore, my amendments can be read as favoring those positions, and therefore perhaps I would abstain from voting. But I felt that I had an obligation to explain the logic of that.

Vint Cerf: Thank you. Karl.

Karl Auerbach: Yeah. One thing I think we've learned from the last several years is that virtually all the criteria we've applied don't matter. All we should be looking to from an applicant is solely and exclusively their ability and willingness to meet Internet technical standards, that they do no harm to the technology of the Internet. We should be blind to the semantics of the string, which will become increasingly important as strings become unreadable in English because they will have meaning in IDNs.

We should be blind to the business structure supporting that, because it's not our business to regulate those kind of things. We should stand aside and let them succeed or fail on their own merits.

Otherwise, we're just sitting around, imposing our own notion of innovation upon the Internet. We ought to let a lot of new TLDs bloom.

Vint Cerf: (inaudible) of "a lot." I have some sympathy for that point of view. The only area that I would raise concern about, Karl, would be understanding whether we had provided at least the technical means for protecting someone who had registered in a domain that for some reason failed from the business point of view.

Karl Auerbach: Yeah, can I follow up? I agree we ought to be supporting, encouraging those who do win (inaudible) to engage in some degree of business asset protection, whether it be that we tell them what to do or they get somebody else who certifies that they are protecting the assets so that they can go to a successor in interest.

Vint Cerf: I'm sorry.

Yes, go ahead, Mouhamet.

Mouhamet Diop: Thank you very much. If I look at the argument of Karl and the argument you raise, Vint, I think that we should protect more the community than the owner of the name. I mean, those who use the names get a priority on our perspective in term of shareholders, rather than the owner of, for example, the people who register the name in term of usage. So I want to be clear that what we have to encourage is the creation of new TLDs based on the interest of community.

If they find that they need it. I mean, we don't have to have any other policy that looks at the technical issues.

I mean, we have already defined a policy. I don't think that if we go on implementation and set up new rules in term of getting a right to issue or not to issue new TLDs, I mean, this is going to create a situation that's going to prevent ICANN to move very fast an area where I think that the incoming issues are more important than the situation we are leaving right now. If you look at the case of the of the internationalized gTLDs that we avoid right now, because it's very complicated, I mean, we just stop at the level of IDN after the at the cc level. I mean, people are looking for ICANN to move forward. Maybe they they need a full IDN, I mean, environment not only based on the cc, just as we are treating this problem, just because we want to avoid problems, I mean. And if we if we try to implement new rules based on what we think is good or not, I mean, we are getting into an area where we think that it's out of our scope.

We want to be very narrow on the scope of ICANN, try to define the technical issues, and try to define where our authority is limited and not going beyond.

So that's why I think that the limitation on the sTLD is not a good thing for me. We have to have a strong signal to the community that we will put everything that we need in order to make the community feel comfortable that if they have a strong support from a community that needs to issue a new TLD, that there is nothing blocking at the ICANN level, I mean, in term of treatment of this issue.

Vint Cerf: Karl.

Karl Auerbach: I think we're actually in agreement. What I am trying to say is we should be removing a lot of the rules that are stopping people in communities from successfully being able to pursue an application to get a new TLD. We have been moving new TLDs at a rate that glaciers are moving faster. Essentially, we've stopped.

And most of these rules we have don't really help anybody. And if we allow only look to technical ability and possibly to the ability to protect consumers against business failures or physical failures or whatever, then many communities of interest of many forms should be able to come forward and get TLDs. Because I want lots of new TLDs.

Vint Cerf: I am reminded of one of my favorite theorems. It's theorem number 207. And that theorem is everything is more complicated.

So while I'm a very strong proponent of finding ways of minimizing the roadblocks that might stand in the way of TLD creation, I would just make one observation, particularly with regard to the use of IDNs in the top level. There are some very peculiar open policy matters, in my mind. To try to give you an example, let us suppose that I'm going to use .cn and I'm going to say this wrong, and I apologize to my Chinese friends, "chinois" Sang-Hyon Kyong, do you know how to say that word? It's the Chinese word for china. I think that's "chinois." But in any case, it's two traditional Chinese characters.

If we had two top level domains that essentially meant the same thing, they were intended to represent china, it's not clear what the relationship is between things registered in the second level domain of one and the second level domain of the other. Now, I don't raise this so we can have a discussion to resolve it. I only raise it as an interesting problem about the linkages and associations between different registrations. So before we could open up the top level domain to IDNs, I think we would have to at least explore and try to answer the question what is that relationship and what constraints would we want to introduce.

For the same reason that there are the variant tables that are being proposed to manage different languages showing up in the second level and also in the domain names.

So everything is a little more complicated than we would like, but like Karl, I would like it to be no more complicated than is necessary to assure that the users of the Internet are protected from serious harm.

Nii.

Nii Quaynor: My comment will not affect my vote but I think we should be looking at how we could increase the number of registry operators, especially those from the developing countries, because we think it will help expand the Internet and the market.

Vint Cerf: Ivan.

Ivan Moura Campos: In a good humored tone, I will eventually remind the Board in the future that we should also pay attention to the summer in the southern hemisphere in considerations about deadlines.

Paul Twomey: (applause).

Vint Cerf: Yes, we see that the president applauds this interest because of his peculiar origins.

(laughter).

Vint Cerf: This is our koala bear.

Are there any other comments?

If we were to come to a vote now on the proposed resolution, we would essentially be initiating two things in parallel. Many discussion points which have just been made would go towards the handling of the draft RFP on sponsored top level domains, and so I would make sure that I would encourage that the record of this meeting be taken into account by the New Board as it considers what to do with that draft. You will also be authorizing the president to pursue a rapid course toward building a framework for a policy development process that would introduce TLDs in a more rapid pace than we have been able to achieve in the past. So unless there are other comments or questions –

I see one from Mouhamet.

Mouhamet Diop: I just want to comment again on one remark that is that is the basics of the Internet. I mean, we're not perfect in term of issuing things. I mean, the spirit of the RFC is we draft something. If the community agree on it, so we get a database and get things moving. It's different from other parts of the world. I don't have to name anything, but that means people are work to go get something perfect before they launch the market. We have new gTLDs since 2000, I mean, and what you're trying to do is say we need to define something where we protect this and we protect this. I mean, that's to the market to do that job. I mean, we define the policy and we stop there. That's the market who run the rules. And the only thing I want us to avoid is to be in a situation of trying to protect something that is against the interest of the whole community. We have to keep the same reasoning of issuing RFC that we are doing now in terms of defining new TLD. We launch a TLD, if people are happy with it, they'll use it and create a critical mass and then it become a standard. Why we just focus on thinking about protecting a business or someone if it is approved by the community, they express it, and they want to use it, and the technical issues are quite well managed, I don't think we have to block these things.

My second concern is about the process of approval, and I think that this is an incoming issue that we think that the president (inaudible) the new pdp on the GNSO.

I think uncomfortable that the GNSO will be able to give advice or to evaluate the process of issuing new TLDs. I mean, this is a conflict of interest, and we have already this problem. And I don't think that that's a good point that help to move faster into new gTLDs.

Vint Cerf: If you believe that, then you have a serious problem on your hands because we have a PDP process which we've just instituted through the ERC.

In the spirit of the Internet's experimental nature, perhaps we should try this out now that we've adopted it and see if it works. And if you're right, we have to change it. If you're not right, we will succeed in getting a useful outcome.

Karl.

Karl Auerbach: Again, I think we're in agreement. I really don't want to protect the businesses so much as those people who take risks and buy names inside these new TLDs, because they're building an identity, or if they're in commercial purposes, they're building a brand. And our I don't like ICANN being consumer protection organization, but to some extent I would like to encourage practices that give some sense of protection, some real protection to people who are still learning their way through the Internet. And I think we can do that with minimal intrusion into the business practices, which is why I prefer to focus primarily on the technical ability of the applicants and only to a tiny extent upon the nature of their business or the name itself. I want to get out of the way.

Vint Cerf: We've not given much opportunity for either Helmut or Katoh-san to say anything. Are you still there and do you have anything you want to add to this discussion?

Masanobu Katoh: I have nothing to add.

Helmut Schink: I'm still here and I have nothing to add.

Vint Cerf: Okay. In that case, is there any further comment on the proposed resolution? Amadeu.

Amadeu Abril i Abril: On a completely different tone, not on the subject of procedure, if I understand the resolution correctly, and I ask Louis for clarification, there are two parts, one part having to do what we do with the RFP right now. The second part is some directions and idea about having a more comprehensive plan.

In the second part are references in consultancy and, you know, contacts with the different bodies within ICANN. But in the first part, I don't know whether we should have a reference of sending the RFP down to the GNSO council to see whether they consider this is development of new policy or not. In my view, it's not. It's just prolongation of the policy in 2000, just a prolongation of that concrete experiment. But I think we should check.

Vint Cerf: Maybe counsel would care to speak to that.

Louis Touton: Yes, I think – excuse me.

I think that the first part, the RFP, is pursued as an extension of the proof of concept from 2000, which was based on bottom up consultation. If the Board wishes to put a clause in there, actually affirmatively inviting the various organizations to participate in the 60 day comment period there, that would be perfectly fine and I could prepare some language if that's the Board's sentiment.

Vint Cerf: I would like to suggest, rather than editing the resolution, that one note in this record, as we will do, that this point has been made, and that we draw to the attention of the interested parties our desire for their commentary as opposed to making it a formal one in a resolution. I'm only suggesting that for expedience. I'm happy to back off on that if it's a big issue. Amadeu, would that be satisfactory?

Amadeu Abril i Abril: (nods head.).

Vint Cerf: So we haven't actually put this on the table, by the way. We've been having our discussion, but there has not been a motion to place the actual language of the resolution on the table. So I'd like to invite that to happen. Louis, you can't do that.

Louis Touton: Ivan moved and Jon seconded.

Vint Cerf: I beg your pardon. I'm showing my age. In that case, are there any other comments before we vote on this resolution? .

Okay. All those in favor, please raise your hand.

One, two, three, four, five, six, seven, eight, nine, ten, 11, 12, 13, 14.

Any opposed? Oh, yeah, we'll get the guys on the phone. I'm sorry, so this is terrible, isn't it? Helmut, are you voting for or against?

Helmut Schink: I vote in favor.

Vint Cerf: And Katoh-san?

Masanobu Katoh: Yes.

Vint Cerf: Okay. Are there any opposed? Are there any abstentions? One abstention; Amadeu.

So the motion passes, and Mr. President, you now have a new task on your plate to begin the process of accelerating TLD development.

(applause).

Amadeu Abril i Abril: If you will allow me. As chair of the committee of conflict of interest, I abstain because even if I believe I don't have a conflict of interest, I don't have an interest on having a conflict on what a conflict of interest is.

(laughter).

Vint Cerf: The minutes will show that the honorable member from Catalonia has succeeded in completely confusing the chair.

(laughter).

Approval of Check Signing Authorization and Expense Reimbursement

Vint Cerf: We have one more yes, he's very happy about that. We have one more substantive action to take before we get to a whole series of other resolutions. In particular, this has to do with check signing authority, and, in summary, with the departure of Louis Touton, the general counsel and vice president, it is necessary to have another party at ICANN who can have the authority to sign checks along with Paul Twomey, the CEO. And so this particular resolution will establish authority in the hands of Dan Halloran on an interim basis until such time as a vice president of business operations is duly qualified and employed. So just out of expedience, I would like to place this resolution on the table, and for the benefit of the people who are out on the telephone, I will read it briefly.

Whereas, on 22 May 2003, Louis Touton, ICANN's currently serving Vice President, General Counsel, and Secretary announced he would end his service to ICANN, which is scheduled to conclude at the adjournment of this meeting;

Whereas, in resolution 03.94 the Board elected Daniel E. Halloran, effective upon Mr. Touton's resignation as Secretary, to serve as Acting Secretary;

Whereas, ICANN desires to establish certain check-signing authority of the Acting Secretary, in replacement of the check-signing authority that it previously accorded to Mr. Touton;

Resolved that as ICANN's Acting Secretary, Daniel E. Halloran may authorize disbursements of ICANN's funds, and sign checks of ICANN, in amounts of US$ 10,000 or less until such time as a Vice-President of Business Operations of ICANN is duly appointed and confirmed;

Further resolved that Daniel E. Halloran may authorize disbursements of ICANN's funds, and sign checks, to the order of Dr. Paul Twomey, as ICANN's President, that fulfill the terms of the Managerial and Consulting Services Agreement entered into by ICANN with the President and CEO, not to exceed US $22,366 dollars per month pursuant to the terms of such agreement; and

Further resolved that the Board, acting under Article XIII, Section 8 of the bylaws, hereby designates Daniel E. Halloran, during his service as Acting Secretary, to approve reimbursements to the President of expenses incurred in connection with performance the President's duties to ICANN, in amounts of US$10,000 or less until such time as a Vice-President of Business Operations of ICANN is duly appointed and confirmed.

That's the full text.

I put that on the motion for a table and ask for a second. Sang-Hyon Kyong seconds.

I s there a problem? I see panic on the general counsel's part.

Louis Touton: There is an issue with the wording. If you just give me 30 seconds, I can fix it.

Vint Cerf: So the Board will now fibrillate for the next 30 seconds. Trying to figure out how to spell "fibrillate." This somehow reminds me of the story about the man who wanted to leave to god things or for charitable purposes, and his very clever invention was that he would stand on the ground looking upward with a great fistful of money, and he would throw it into the air, and he said that which god wishes to keep he will keep, and the rest of it will fall on the ground. So he felt he was quite generous in his way of sharing his resources.

Mr. General Counsel, what have you done?

Louis Touton: May I invite someone to amend the resolution on the floor? It occurs to me that we were authorizing Mr. Halloran to sign checks to Dr. Twomey pursuant to an agreement between ICANN and Dr. Twomey

Vint Cerf: And it should actually go to the company.

Louis Touton: Right. And the agreement is with the company.

Vint Cerf: ArgoPacific; is that correct?

Louis Touton: Yes.

Vint Cerf: Hans proposes an amendment, I think, of that nature so that the checks would mean signed checks not to the order of Dr. Paul Twomey but to the order of ArgoPacific; is that correct?

Louis Touton: Yes. The suggested language on the screen will provide that the signed checks for the services of Dr. Twomey, and they are to fulfill the terms of the agreement with ArgoPacific.

Vint Cerf: Yes, thank you. That makes a lot more sense. I take that as a friendly amendment. Okay. Are there any other comments? Gentlemen who are on the telephone world, how do you vote? Katoh-san?

Masanobu Katoh: Yes.

Vint Cerf: And Helmut?

Helmut? Are you oh, he had to leave. Okay. So Helmut has gone, so we won't get that vote.

All right, for the people who are here in the auditorium, all those in favor, raise your hand.

Any opposed? And I assume one abstention from Dr. Twomey.

So the motion passes. Thank you. I'm sure Dr. Twomey appreciates that he will be able to be paid for his services.

Thanks for Meeting Assistance

Vint Cerf: now we come to that is all of the formal business that we have, thank goodness, and it's only a little after 11:00. So I thank the Board for their expeditious prosecution of a long agenda.

We now have a whole series of thank you resolutions which I would like to take you through. What I don't know, honestly, is whether someone other than myself wants to read the meeting thank yous. Perhaps, Paul, you would like to do that if you have it before you.

Paul Twomey: I'd be honored to. Perhaps you can tell me in terms of order, are we ready to in the order we have this?

Vint Cerf: Actually, I'd like you to begin with the meeting thank you, which should be the next it should be the item right after the check signing.

Paul Twomey: To read this into the record,

Whereas, ICANN has successfully completed its June 2003 meeting in Montreal; Whereas, the planning and execution of the meeting has been conducted in exemplary fashion; Whereas, the gracious and warm hospitality, splendid facilities, strong support, and close attention to fulfilling the needs of participants have all been truly magnificent;

It is therefore resolved: The ICANN Board expresses its deep appreciation and thanks, on its own behalf and on behalf of all participants, to the CIRA for hosting this meeting: Specifically we wish to thank Maureen Cubberly, Bernard Turcotte, Gabriel Ahad, Lynn Gravel, and Sophie Gullemette of JPDL, the onsite coordinator. The Board also extends its thanks to all sponsors of the meeting, including BCE, Verisign, Tucows, AusRegistry, ICM Registry, Hostopia, Public Internet Registry, EasyDNS, BLG Canada, TM Domain Registry, .NU Domain, and Uniform S.A. The Board expresses its great appreciation to John Crain, Diane Schroeder, Theresa Swinehart, Mary Hewitt, Dan Halloran, Anne-Rachel Inne, Steve Conte; Barbara Roseman, Denise Michel, Michael Evans, Tina Dam, Nelle Connell, Michelle Cotton, Laura Brewer; and Terri Darrenougue and the rest of the ICANN staff for their dedicated efforts in ensuring the smooth operation of the meeting.

Vint Cerf: Thank you very much, Paul. I think we can all pass that resolution by acclamation.

(applause).

Vint Cerf: Louis, are you up there because you have a problem that we need to resolve?

Louis Touton: No. I'm just informing you of the second of the last resolution.

Vint Cerf: Informing the Board of the second of the last resolution?

Louis Touton: That there wasn't a second. So I put you down as seconding that last resolution.

Vint Cerf: Okay. Thank you. I'm sorry; thank you very much.

Thanks to Louis Touton

Vint Cerf: Don't go away, Louis. Louis, you have to come back, because we have another resolution.

now I'm going to need some help from Mr. Crain.

John Crain: Yeah.

Vint Cerf: Did I manage to send to you a Powerpoint file earlier?

John Crain: It's up behind you, Vint. So off you go.

Vint Cerf: It shows how inattentive I am. Don't go to the next slide up there yet. I'd like to enter a resolution into the record.

Whereas, Louis Touton has served ICANN since before its creation in September 1998, working with Jon Postel, the original Internet Assigned Numbers Authority;

Whereas, Louis has devoted countless hours working selflessly and tirelessly to serve the Internet community through the ICANN process;

Whereas, Louis has dedicated virtually all his time and efforts since his arrival at ICANN as its Vice President and General Counsel;

Whereas, Louis Touton has served with distinction all three of the presidents and the two chairpersons of ICANN, to date;

Whereas, Louis has exhibited an uncanny ability to remember virtually every action, transaction, resolution, and contract detail on demand;

Whereas, Louis has contributed to the technical, legal, and policy well-being of ICANN in countless ways and at all times during his tenure;

Therefore, the Board of ICANN resolves:

1. That Louis Touton has earned the immeasurable gratitude of the Internet Community, the ICANN Board members, and colleagues at ICANN;

2. That the Board expresses its specific appreciation for the support, guidance, and expertise with which Louis has served every Board member as General Counsel;

3. And now, third item, if I could have the next page, please. That Louis Touton shall be enrolled as entry number 4 on the IANA special people numbers registry, SPNR, per exhibit a below, and as you see the special people numbers registry has several people listed on it, as is our custom, the 0 one is reserved. The first one goes to Jon Postel, the original IANA, and Joyce K. Reynolds, and Bob Braden who served together with Jon and after his death as the RFC editors, and now Louis Touton as the fourth special purpose special person on the list.

The others that you see on that list are all winners of the Postel award, which is granted to people who have served selflessly on behalf of the Internet community.

So Louis, you're now part of the IANA tables, whether you like it or not.

4. And in the next picture, what you see is Joyce Reynolds standing next to a tree that was planted for Jon Postel at Russ hobby's ranch in northern California. We are arranging to have another tree planted there, Louis, next to next to Jon Postel.

5. And finally, number five, that the Board expresses its wish that Louis will depart from ICANN with great pride in his contributions and find long life and great satisfaction in his future endeavors.

The Board expresses the wish that he will make himself available from time to time for consultation with his ICANN colleagues.

Live long and prosper, Louis.

(standing ovation)

(laughter).

Andrew McLaughlin: So, Vint, as you're aware, we have a last minute, top down surprise staff draft resolution to throw on the table that Karl has not had a chance to read.

(laughter).

Karl Auerbach: (inaudible).

Andrew McLaughlin: And it goes something like this. Whereas, it's difficult to know how to thank Louis Touton adequately for his selfless, dedicated, and good humored service to the Internet community since joining ICANN as its first employee in 1999. By the way, there's a lot of dispute about the first person to actually get paid by ICANN. Some might say it is me. It is resolved that the Board recognizes Louis Touton as the ICANN world's most rarely sleeping, never weeping, sanity and composure keeping, monopoly roasting, lawsuit toasting, every ICANN web page posting, revisions to the bylaws crafting, all night resolution drafting, coach class flying, skeptic defying, memorandum of understanding complying, diet coke swilling, stone cold chilling, squabbling task force mercy killing, seven a.m. Sunday phoning, open and transparently groaning, never tiring and ever persisting, just one more appendix to the agreement insisting, '85 used Jetta driving, flagging spirits, ever striving, IANA number resources guarding, contract signing and red lining, tasty midnight staff room dining, enduring the latest playing of whining, O'Reilly Unix handbook reading, yet another ICANN meeting, noncompliant registrar beating, thank you for calling the Internet corporation for assigned names and numbers voice mail greeting.

(laughter and applause).

Andrew McLaughlin: In other words, the most General Counsel ever. Thanks for everything. Good luck back in the real world, and we miss you already.

(applause).

(standing ovation)

Vint Cerf: Take the microphone away from Louis. Louis, the microphone is not yet yours, because Karl's asked a chance to speak.

(laughter.)

Karl Auerbach: Yes. This could be good. I'm not quite sure of the words didn't come out. But, Louis, thank you. We have been we have had a different relationship than other people here, and I want to thank you for the highest level of professionalism, honesty, integrity. You are really a good man. The Internet community owes you a lot.

Thank you!

Many: Hear, hear.

(applause.)

Vint Cerf: Anything to keep him from the microphone.

Unknown: Yeah.

Vint Cerf: I'm sure that is this on?

Unknown: Yes.

Vint Cerf: Okay. Well, I'm sure that you all appreciate that you can't really do these things without some physical object to hand the honoree.

So we have a physical object to hand you. I'll explain, since I can't do this with one hand at a time. This is a large glass bowl, basically.

We'll pull it out of the box in a minute. But it is intended I'll hang on to that. Okay.

This glass bowl is intended for several purposes. First of all, it's just an empty thing you can put stuff in or collect dust.

But more important, it's to remind you of what it's like to live in the glass bowl of ICANN, where you have been for so many years. So I hope you'll take this.

We'll ship this so you don't have to carry it home in your luggage. But I hope you'll take this and remember the glass bowl years of ICANN where you served so well.

Thank you again, Louis.

(applause.)

Louis Touton: Well, thank you, Vint, and members of the Board, and the entire Internet community, for nearly five mind-expanding years. I certainly have learned a lot in the process from all of you and I can't think of finer tributes than the Board's resolution, because it really tells me that you have come to understand what's important to me, and that means a lot to me personally.

Thank you very much.

(applause.)

Thanks to Amadeu Abril i Abril

Vint Cerf: Well, the fun doesn't stop there. As all of you know, we are undergoing a fairly major change in the makeup of the Board as a consequence of our implementation of the reform to ICANN 2.0. So we have a number of Board members to thank who will be going on to other things.

And with your leave, I would like to read into the record several resolutions. Ordinarily, I would do this as sort of an en masse thing, except that we recognize that if I read all of the resolutions and all of the Board members who were mentioned had to abstain, that we would not pass any of the resolutions. So we'll have to do this one at a time.

The first resolution goes to Amadeu.

Whereas, Amadeu Abril i Abril was named to serve the ICANN Board by the Domain Name Support Organization in November 1999.

Amadeu, it was the DNSo at that time.

it's the GNSO now.

but it was DNSo then.

Whereas, Amadeu has served ICANN as chairman of the Conflicts of Interest Committee, and member of the Reconsideration Committee and the Board Governance Committee;

Whereas, Amadeu has carried out his duties as Director with skill, panache, and an unfailing sense of responsibility and adherence to principles;

Whereas, Amadeu has served as a moral compass and conscience for the Board;

Therefore the Board of Directors of ICANN resolves:

1. That Amadeu Abril i Abril has earned the respect and deep gratitude of the ICANN Board and constituents for long and faithful service; and

2. That the Board wishes Amadeu Abril i Abril success and satisfaction in his new role in the DNSO and looks forward

Amadeu Abril i Abril: You are sending me back to the roots.

Vint Cerf: Thank you. We'll fix that.

to his continued contributions to the work of ICANN in support of the Internet Community.

The Board wishes Amadeu Abril i Abril success and satisfaction in his new role in the DNSO – GNSO, and looks forward

(applause.)

Amadeu Abril i Abril: Should I leave now?

Vint Cerf: Actually, no, please don't. Also, we know we're not getting rid of you that easy.

Thanks to Karl Auerbach

Vint Cerf: The next resolution speaks to our colleague Karl Auerbach, Whereas, Karl Auerbach was elected by popular vote to the ICANN Board in November 2000;

Whereas, Karl served ICANN ably as a member of the Committee on Conflicts of Interest and the Internationalized Domain Name Internal Working Group;

Whereas, Karl served with great diligence, determination and considerable attention to his duties as a Board member;

Therefore, the Board of Directors of ICANN resolves:

1. That Karl Auerbach has earned the appreciation of the Board of Directors, that it offers without limitation;

2. That Karl has brought special technical expertise to his role on the Board; and

3. And that the Board wishes Karl Auerbach all good things in his future work.

And I ask that we take this resolution by acclamation.

(applause.)

Thanks to Jonathan Cohen

Vint Cerf: The next resolution is for our colleague Jonathan Cohen.

Whereas, Jonathan Cohen has served as an ICANN Director since November 1999, at the election of the Domain Name Supporting Organization;

Whereas, Jonathan has served as Chairman of the Meetings Committee, and as a member of the Finance, Conflicts and Board Governance Committees;

Whereas, Jonathan has brought extraordinary energy, enthusiasm and clarity of thought to the ICANN Board;

Therefore, the Board of ICANN resolves:

1. That Jonathan Cohen has earned great respect, gratitude and admiration of the Board and the ICANN Community;

2. That Jonathan has brought color and humanity to his task as a member of the Board; and

3. and that the Board expresses its great appreciation for the years of service given by Jonathan Cohen and that it wishes health and success to him in all his future years.

and I ask that we pass this by acclamation.

(applause.)

Jonathan Cohen: Vint, I was going to say a lot, but I'm not going to. Except that I'm very grateful for the honor, and also to be called "colorful," because I always thought a colorful canadian was an oxymoron.

(laughter.)

Vint Cerf: Well, you've given the lie to that thought.

Thanks to Francisco da Silva

Vint Cerf: The next is for our colleagues Francisco a. Jesus Silva who was was nominated to the Board of ICANN by the Protocol Support Organization in December 2002;

Whereas, Francisco Jesus da Silva has served with distinction and energy as a member of the Board of ICANN and as a member of the Board Governance Committee;

Whereas, Francisco brought to the Board a unique perspective regarding technology and policy;

Whereas, Francisco Jesus da Silva will return to the Board in a Liaison role;

Therefore, the Board of ICANN resolves:

1. that Francisco Jesus da Silva has earned the great respect and appreciation of the ICANN Board and Community for his term of service on the ICANN Board;

2. that Francisco blended a unique sense of humor with his skill and thoughtful deliberations as a Board member;

and

3. that the Board expresses its great appreciation to Francisco Jesus da Silva for his commitment to ICANN and its work and wishes for his continuing success in his new role in the ICANN process.

And I ask that we enter this on the record and pass it by acclamation.

(applause.)

Francisco da Silva: May I?

Vint Cerf: Yes.

Francisco da Silva: Thank you very much. And I will continue to contribute until I understand it is required by the community. Thank you.

Thanks to Hans Kraaijenbrink

Vint Cerf: This next resolution is for our colleague Hans Kraaijenbrink, whose name I have now spelled correctly, I believe, once.

Although I must confess to you, in the wee hours of the morning, I wasn't doing very well.

Whereas, Hans Kraaijenbrink has served as a Director of the Board of ICANN from its beginning in October 1998;

Whereas, Hans has served with unmatched energy, honor and distinction as the Chair of the Reconsideration Committee, Chair of the Board Governance Committee and as a member of the Executive Committee, the Evolution and Reform Committee, the Advisory Committee on Independent Review, the Election Committee, and the CEO Search Committee;

Whereas, Hans has brought tenacity, adherence to principles and a profound sense of responsibility to the mission of ICANN;

Whereas, the ICANN and its Community has been shaped in countless ways by the tireless efforts of Hans Kraaijenbrink, most notably in his service on the Evolution and Reform Committee in the matter of the formation of the ccTLD Names Support Organization (ccNSO);

Therefore the Board of Directors resolves:

1. that Hans Kraaijenbrink has earned the deep respect, gratitude and admiration of the Board and the ICANN community;

2. that Hans has brought discipline and devotion to duty and service to the highest level of distinction during his term of service;

and

3. that the Board expresses on behalf of the ICANN Community and itself its unending appreciation for Hans Kraaijenbrink's contributions and its wish for Hans' long and healthy life filled with satisfying challenges and success.

I ask that we pass this by acclamation.

(applause.)

Thanks to Sang-Hyon Kyong

Vint Cerf: Our next resolution is for our colleague Sang-Hyon Kyong, who served as served as a Director of the Board of ICANN since October 2000, having been elected by the Address Support Organization;

Whereas, Sang-Hyon has served with distinction as a member of the Executive Committee, the Internationalized Domain Name Committee and the Meetings Committee;

Whereas, Sang-Hyon has brought particular care and attention to consistency and clarity to his work on behalf of ICANN and its community;

Therefore, the Board of ICANN resolves:

1. that Sang-Hyon Kyong has earned the praise, appreciation and respect of the ICANN Board and the ICANN Community;

2. that Sang-Hyon has brought dignity and thoroughness to the deliberations of the ICANN Board;

and

3. that the Board expresses its great gratitude to Sang-Hyon Kyong for his service to the Board and the ICANN Community and offers to him its wish for long and healthy life filled with satisfaction and success.

I ask that we pass this by acclamation.

(applause.)

Thanks to Andy Mueller-Maguhn

Vint Cerf: The next resolution goes to Andy Mueller-Maguhn, who was elected by popular vote to the ICANN Board in November 2000;

Whereas, Andy has served the ICANN Board well as a member of the Meetings Committee and as Chair of the President's Committee on Privacy;

Whereas, Andy has brought to the Board an unmatched devotion to freedom of speech and personal privacy and the interest of individual users of the Internet;

Therefore, the Board of ICANN resolves:

1. that Andy Mueller-Maguhn has earned the respect and gratitude of the ICANN Board and Community for his period of service as a Director;

2. that Andy has unfailingly reminded the Board of its responsibility to the global Internet user community;

and

3. that it expresses its deep appreciation for Andy Mueller-Maguhn's service to the ICANN Board and that it wishes for him health, long life and all success in his future work, notably as chairman of the President's Committee on Privacy.

I ask that we pass this resolution by acclamation.

(applause.)

Thanks to Jun Murai

Vint Cerf: We have one colleague who is absent but for whom we have another resolution, and that's Jun Murai, who was unable to attend the meeting.

Whereas, Jun Murai has served as a Director of ICANN from its beginning in October 1998;

Whereas, Jun has served with distinction as Chair of the Root Server System Advisory Committee from its founding, as a member of the Audit Committee and the At-Large Nominating Committee;

Whereas, Jun Murai has brought to the Board a broad, deep and innovative understanding of the Internet and its operation;

Therefore, the Board of ICANN resolves:

1. that Jun Murai has earned the great respect and appreciation of the ICANN Board and Community;

2. that Jun has contributed enormously to the continued stability of the Internet and the ability of the Domain Name System to absorb seemingly unlimited growth;

and

3. that the Board expresses its heartfelt gratitude for many years of service to ICANN, the ICANN and the Internet Community and its wish for his long life, happiness, and reward for work well done.

May I ask that we pass this by acclamation.

(applause.)

Thanks to Nii Quaynor

Vint Cerf: The next resolution is for our colleague Nii Quaynor.

Whereas, Nii Quaynor was elected by popular vote to the Board of ICANN in November 2000;

Whereas Nii has served with honor and distinction as a member of the Membership Advisory Committee, the Evolution and Reform Committee, the Executive Committee, and the CEO Search Committee;

Whereas Nii has brought a special perspective of the developing world to the Board of ICANN and an unmatched sense of dignity and fairness to its work;

Therefore, the Board of ICANN resolves:

1. that Nii Quaynor has earned the trust, appreciation, and great respect of the ICANN Board and Community;

2. that Nii has contributed immeasurably to the continued growth of the Internet in Africa, especially with regard to the continuing formation of the African Network Information Centerl, among many other accomplishments;

and

3. that the Board expresses its deepest appreciation to Nii Quaynor for long years of service to the ICANN Board, ICANN, and the Internet Community and that it offers to Nii its wish for long life, happiness and success in all things.

I ask that we pass this by acclamation.

(applause.)

Vint Cerf: Yes, Nii.

Go ahead.

Nii Quaynor: I'd just like to thank the Board, the staff, and the community for how well welcoming the developing countries into ICANN. In particular, I'm very pleased with the way the Africans have been encouraged to participate. And I think it has made ICANN a much more global organization.

(applause.)

Thanks to Helmut Schink

Vint Cerf: I only have a couple more, folks. Don't despair. Unfortunately, I think Helmut had to leave.

But I have a resolution for Helmut Schink, who was appointed to the Board of ICANN by the Protocol Support Organization in September 2000;

Whereas, Helmut Schink has served with honor and distinction as Chairman of the Audit Committee, on the Finance Committee and as a member of the CEO Search Committee;

Whereas, Helmut has brought to his task as Board Member an abiding regard for precision and logical process;

Therefore, the ICANN Board resolves:

1. that Helmut Schink has earned the great respect and deep gratitude of the ICANN Community and the Board for his period of service on the Board of ICANN;

2. that Helmut has contributed enormously to the proper operation and leadership of ICANN through his service on the various committees and his thorough attention to the details of corporate governance;

and

3. that the Board wishes for Helmut Schink health, long life, and lasting satisfaction in all his future endeavors.

I ask that we pass this by acclamation.

(applause.)

Thanks to Linda Wilson

Vint Cerf: And, finally, a resolution for Linda Wilson, the remaining woman on Board.

Whereas, Linda Wilson was named to the Board of ICANN from its origin in October 1998;

Whereas, Linda has served with enormous energy, skill and great leadership during the course of her long tenure and a Board member, as the Chair of the Finance Committee, the Chair of the Audit Committee, Member of the Advisory Committee on Membership, Chair of the Advisory Committee on Independent Review, Chair of the Nominating Committee, Chair of the At-Large Nominating Committee, member of the CEO Search Committee, and member of the Board Governance Committee;

Whereas Linda Wilson has served the ICANN board and the ICANN Community with tireless energy, unmatched skill and attention to detail, and commitment beyond all norms of duty and responsibility;

Whereas Linda has brought to her Board service great wisdom and moral authority;

Whereas Linda has given, without stint, and at considerable personal cost, five long years of service as a Board member;

Therefore, the Board of ICANN resolves:

1. That Linda Wilson has earned the admiration, respect, and deepest gratitude of the Board and the ICANN Community;

2. That Linda has set a standard for devotion to duty and responsibility beyond any reasonable expectation;

3. That Linda is a living embodiment of the meaning of service and leadership;

and

4. That it expresses its most heartfelt and passionate appreciation to Linda Wilson for her stewardship of all things ICANN and that it wishes for her long life, health, happiness, and endless satisfaction in all things that she undertakes.

(applause.)

(standing ovation.)

Vint Cerf: Now, actually, I don't have more resolutions, but I do have something to show the Board members who are departing, if I can get it out of this tube. We were only able to get one of these delivered here, but we will have these signed and framed for your display when you get home.

This is what's called a skitter diagram of the Internet. And it's actually quite beautiful. But it talks about the connectivity of the network. And I am going to show it to you first of all. And now to the audience.

If you haven't seen these skitter diagrams, they're quite magnificent in their color and appearance. So we will send those to each departing Board member, with signatures from the appropriate people, and hope that you will find a happy place to put them on the wall of your home or office.

And with that, I have two things, actually, Louis.

We have a request from our hosts in Tunisia to come and speak.

And you had some items as well.

And I don't know in which order it would be best.

Louis Touton: I'd be happy to go first. Or the hosts. It doesn't matter.

Vint Cerf: Well, actually, why don't we let you do the coda.

Statement by the Carthage Hosts

Vint Cerf: Would you like to come up. This is Lamai Chaffei, our hostess at the Carthage meetings in Tunisia. And I think she wants to tell us how much fun it's going to be there.

Lamai Chaffei: Thank you, Mr. Chairman.

Dear distinguished ICANN Board members, dear distinguished assistants, my name is Lamai Chaffei. I'm working for the international Internet operator, the LIR for the .tn domain. On behalf of the Tunisia government, I would like to express our pleasure to be your next host for the next ICANN meeting to take place from the 27th to the 31st of October in Carthage. The meeting will take place at one of the biggest hotels in Tunis, the Carthage palace, located in the best area of Gammarth, 20 minutes from the airport and close to the 3,000 years old Carthage city. I welcome and invite you to visit our local web site, www.icanncarthage.tn, where you can find out about the hotel venue, special rates for the hotel, and about Tunisia. Welcome to Tunisia and welcome to Carthage.

Thank you.

(applause.)

Introduction of Acting Secretary-Elect

Louis Touton: I would like again to thank the Board for all of the work we've done since the beginning of ICANN and notify the Board that I, at the conclusion of this meeting, am formally resigning as vice president, secretary, and general counsel of ICANN.

For interim arrangements, the Board has elected Dan Halloran as Acting Secretary. Dan, can you come up here?

And I would like to entrust you with the seal of ICANN.

(applause.)

Louis Touton: Keep it safe.

Effective Date and Time of New Board

Louis Touton: I would now like to suggest to the Board one final resolution for this transition Board.

The ICANN bylaws, new bylaws, provided for a transition phase to be handled by the Transition Board while other directors were selected under the new mechanisms of the new bylaws and provide that at this meeting, there would be a transition at a time set by or designated by the transition Board. So I will read to you a proposed resolution to make that effective.

Whereas, Article XX, Section 2, Paragraph 5, of the ICANN bylaws calls for the Transition Board to establish the Effective Time and Date of the new Board;

Resolved that the Board hereby declares the adjournment of this meeting to be the effective time and date of the new Board.

Vint Cerf: I so move. Is there a second?

Lyman Chapin seconds. Is there any further discussion? All those in favor, say aye.

Many: Aye.

Vint Cerf: Any opposed? Any abstentions? Katoh-san, do you vote yes?

Masanobu Katoh: Yes, of course.

Vint Cerf: Good for you! All right. So thank you, Louis. That passes.

Now, before I close this meeting, I want to make sure that the members of the New Board are aware that we need to convene over lunch, if not convene, at least meet over lunch. Diane, where is lunch?

Diane Schroeder: Salon 6, level 3.

Vint Cerf: Okay. Salon 6, level 3, which is where there was a dinner that's only for the New Board. So old Board members are free oh, I'm sorry. What's that?

Diane Schroeder: 12:45.

Vint Cerf: 12:45? Okay. At 12:45, the New Board will meet over lunch in salon 6 on level 3.

Hans.

Board Governance Committee Recommendations for Board Officers and Committees

Hans Kraaijenbrink: Vint, before you adjourn this meeting as chair of the Board governance committee, I have a final task to accomplish, which is that I will hand over the slate produced by the board governance committee for a number of functions for the New Board to the secretary, be it the outgoing or the incoming secretary. But as chair of the committee, I will transfer this task through the secretary to the New Board.

Thank you.

Vint Cerf: Thank you very much, Hans.

Amadeu.

Amadeu Abril i Abril: No, no.

(laughter.)

Amadeu Abril i Abril: Don't worry. Just on what Hans has said, these slates are prepared for the board governance committee in the understanding that's only for the (inaudible) annual, all of this will be redone. So it's only a continuation of matters.

Vint Cerf: Thank you very much. All right.

Final Remarks

Vint Cerf: Well, ladies and gentlemen, are there any other last I hate to use the word "last words," that sounds so lugubrious.

Is there anyone who has any last thing to say? Linda.

Linda Wilson: As a member of the Board who is retiring, and I suspect that I have my colleagues joining me in this, I'd like to thank you, Vint, and you, Alejandro, for your leadership in getting us to become a transition Board and for your leading us through this transition. And I wish you long life and satisfying fulfillment in your roles, whatever they may be, in the New Board.

Vint Cerf: Thank you very much.

(applause.)

Vint Cerf: Seeing no other hands going up, I declare this meeting adjourned.

(applause.)

(11:43 a.m.)

© Internet Corporation for Assigned Names and Numbers