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ICANN Meetings in São Paulo, Brazil

Captioning (New) Board of Directors Meeting

8 December 2006

Note: The following is the output of the real-time captioning taken during the (New) Board of Directors Meeting held on 8 December 2006 in São Paulo, Brazil. 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.

>>VINT CERF: Ladies and gentlemen, I will reconvene now the second board meeting, convening of the second board.

Let me make sure that we actually have all of the board members who should be here.

First of all, Roberto Gaetano, who is the new -- a new board member, had to catch a plane, so he's not with us.

And Ramaraj is on the phone now.

Ramaraj, can you hear us?

>>RAJASHEKAR RAMARAJ: I can hear you quite clearly, Vint.

>>VINT CERF: We should have Alex Pisanty, Vint Cerf is here, Paul Twomey, Peter Dengate Thrush.

Susan is here, Rita is here, Demi Getschko is here, Vanda Scartezini, Joichi Ito, Raimundo Beca, Dave Wodelet is here, Steve Goldstein is here, and Ramaraj is on the phone.

Francisco da Silva, and Vittorio Bertola are our new liaisons.

Steve Crocker is absent.

Thomas Narten is not -- Oh, there he is.

We have a board fully convened.

I welcome all of you to this organizational session.

I'm going to turn the organizational meeting over to Alex Pisanty and ask that he go through the procedures to organize the board and to confirm the officers of the company and the assignments to committees.

Alex, I turn this over to you.

>>ALEJANDRO PISANTY: Thank you, Vint.

This meeting having been formally convened and roll passed with a quorum proven, then first point in the order of the day will be the election of board chairman, unless I am forgetting something.

The Board Governance Committee has made extensive consultations with the board, has had long internal sessions to study the structure and the future evolution of the composition of the board committees and the positions therein, and in particular has focused on the vital position of board chairman, and puts forward the following resolution, which I move.

It reads: Election of board chairman, Whereas, the Board Governance Committee has recommended that Vinton Cerf be elected as chairman of the board, it is resolved that Vinton Cerf is elected as chairman of the board to serve at the pleasure of the board and in accordance with the bylaws of the cooperation, and shall hold such office until his resignation, removal, or other disqualification from service or until his successor shall be elected and qualified.

Is there a second?

The record is Demi Getschko as a second.

Is there discussion on this motion?

>>VINT CERF: Just to confirm that I am prepared to serve if I am elected.

>>ALEJANDRO PISANTY: Other discussion?

I move that we do this by acclamation.

[ Applause ]

>>ALEJANDRO PISANTY: Having a chair, may I hand it over?

>>VINT CERF: Actually, I'm going to leave the job of continuing this process with you, Alex, as the -- as the still-sitting chair of the Board Governance Committee, because, essentially, all of these actions are the responsibility of the committee to initiate.

And so if you will forgive me, I will return the floor to you to complete the rest of these actions.

>>ALEJANDRO PISANTY: Thank you, Vint.

I will put forward the motion for the election of board vice chairman with the same informal precedent I have already described.

And the resolution reads, election of board vice chairman.

Whereas, the Board Governance Committee BGC has recommended that Roberto Gaetano be elected as vice chairman of the board.

It is resolved that Roberto Gaetano is elected as vice chairman of the board, to serve at the pleasure of the board and in accordance with the bylaws of the corporation, and shall hold such office until his resignation, removal, or otherwise disqualification from service, or until his successor shall be elected and qualified.

So moved? Second from Peter Dengate Thrush.

Is there any discussion here?

>>VINT CERF: I'd like to make two comments.

First of all, I want to say that Alex Pisanty has served in the role of vice chair for as long as I have been chairman, and that his -- his service has been exemplary.

And I will have more to say about that later, in 2007, because Alex's term is up in midyear, and under the bylaws, term limits require him to step down, as they will require me to do at the end of 2007.

The Board Governance Committee, I think, has made a very, very sensible, strong recommendation.

And whether it was intended or not, I'd like to observe that the assumption, if you elect him, the assumption of this role by Roberto Gaetano confirms not only his personal qualification for the job, but also that this is a candidate who stems from the at-large community.

And I think it should be taken as an important signal that individuals from that community are highly regarded and are offered an opportunity to serve in leadership roles.

So I will endorse this nomination.

I intend to vote for it.

Thank you, Alex.

>>ALEJANDRO PISANTY: Other participations.

Raimundo Beca.

>>RAIMUNDO BECA: Only to say that Roberto Gaetano had to leave, but he told me before to express that he is prepared to accept.

>>ALEJANDRO PISANTY: Thank you, Raimundo.

That's a very important point.

The BGC did confirm that he was available, but it's very good that he put it on the record.

>>VINT CERF: That was someone's GSM phone trying to break in.

>>ALEJANDRO PISANTY: Is there any further discussion of this point? I'll have to say that we found enormous support and consensus for this nomination, so I would not be surprised that we approved it by acclamation.

[ Applause ]

>>ALEJANDRO PISANTY: The next point in the order of business is the one of board committee assignments.

I will prefix this motion by saying that one of the most complex and vexing tasks that I faced in my years in ICANN -- and that includes a number of things which had a vexing character -- the assignments of people to committee functions within the board is one of the most challenging.

It's also one of the most rewarding, because I think that we've generally done it reasonably well and therefore have been able to reinforce, to strengthen the capacity of action of ICANN as a whole, of the board in particular, and those very often of the management and staff component, by having very strong support for the specific functions, like finance or audit, through well-formed committees.

It is also a task that will always result in some level of dissatisfaction.

My shortcomings, my personal shortcomings, have come to bear in the shortcomings that the task force itself has shown.

And I can only say that I haven't found a better way yet to go through this task.

We wrote, we codified our conduct in the bylaws several years ago in a way that essentially says, think up a proposal, go out and make sure everyone is happy with it.

Then if everyone's not happy with it, redo it and go check, and do and do and do and do until it converges.

We found that it could converge.

I am not convinced that there's a mathematical theorem that says it doesn't converge.

It cannot be proven.

But it's a difficult task to achieve within the limited time and energy resources that we are -- we have available.

It's not a task that can be achieved three months in advance, as we usually wish, because we don't have all the information, like who is going to be the candidates for these committees, particularly we don't know in time who are the NomCom-designated directors.

This is a task that is difficult for people to perform online, by e-mail, by stating preferences and then being able to look at the whole situation and discuss it collectively.

So we are remanded to face-to-face meetings of the BGC and face-to-face meetings of the full board.

So that really leaves us the week that the meetings last, the face-to-face meetings last, to get this converged, together with numerous other tasks.

And the enormous challenges many of us face for keeping our offices and jobs and livelihoods functioning, which normally takes four to six hours of each day, no matter where we are, whether it be an ICANN meeting or not.

So I end up doing things like filling up spreadsheets at 1:00 a.m. between an annual report and a response to a legal challenge to my activity in my university and not having the time, the energy, and maybe the capacity to come to all board members and ask them repeatedly whether the evolving arrangements will satisfy their aspirations, not only for themselves -- I want to make this very clear -- but also their view of the whole board.

The difficulty is not in satisfying egotistical requirements that one or another board member could have about what role that want to cast themselves in.

This really, really, really doesn't happen in this board.

I haven't seen it in the several cycles of the board that I have been through.

It's a match of capacities, a match of competencies, a match of willingness and availability for the different requirements of each committee, time commitment, periodicity of work and so forth.

And very often what we see is not an opinion that says, "I want to be here or there," or "I want to have this or that team mate in that committee."

But what the people think is a full structure.

On this occasion, the Board Governance Committee met face to face for a total of about six hours, trying many different approaches to populate the committees.

We had face-to-face discussions.

We had an online discussion.

We had several days, actually, of online discussion within the board to see whether the matches of capabilities, competencies, and availabilities were more or less coming together.

And we finally had to have a session of the BGC, of the members present -- we were, unfortunately, still missing Peter from arrival -- and come up with a proposal that more or less left everybody equally dissatisfied and no one vitally hurt in his or her capacities of interests, to the best of our knowledge.

My role has been more and more moving from putting up a proposal and defending it to facilitating the process and making sure it does get done our time and that the BGC still has some time and energy left for the other tasks it has performed.

For this meeting, we have put forward four pretty heavy-set documents on the GNSO review, on the schedule of reviews, on the terms of reference for the NomCom review, and the decision about what to do with the proposal of term limits within the GNSO review.

So that's a lot of board governance to do, while we have all other committees.

With that precedent, let me introduce the motion.

It says board committee assignments.

Resolved -- and I guess the community will be -- I don't know if gladly or ungladly surprised to see that there are no "whereas" clauses here.

Because it would be, like, 20 pages of -- 20 or 30 versions of spreadsheets, plus 20 pages of explanations of what happens if we move Demi from here to there, if we move Vanda from here to there, and so forth.

That's, therefore, the resolution starts with "resolved that membership of the following board committees be established to continue on the basis of the charters presently in effect: Audit committee: Raimundo Beca, Joichi Ito, Njeri Rionge, and Vanda Scartezini (Chair).

Board Governance Committee: Peter Dengate Thrush, Roberto Gaetano (Chair), Alejandro Pisanty, Njeri Rionge, Rita Rodin, and Vanda Scartezini.

Compensation committee: Vinton Cerf (Chair), Susan Crawford, Joichi Ito, Rajasekhar Ramaraj, Njeri Rionge, and Vanda Scarezini.

>>VINT CERF: Something's happened to the transcription.

>>ALEJANDRO PISANTY: Oh, you got -- I'm sorry, you were faster than he was talking, which is interesting.

I'm sorry for the interruption.

Go ahead.

>>ALEJANDRO PISANTY: They have the benefit of not having to go through my accent.

For once they are spared.

So conflicts of interest committee, is that the one I, Demi Getschko, chair, Joichi Ito, Rajashekar Ramaraj, and Dave Wodelet.

Executive committee: Peter Dengate Thrush, and Alejandro Pisanty, together with -- along with the ICANN president, board chairman, and board vice chairman as ex officio members.

That will be Paul Twomey, Vint Cerf, and Roberto Gaetano at present.

The finance committee: Raimundo Beca as chair, Peter Dengate Thrush, Alejandro Pisanty, Rajashekar Ramaraj, Dave Wodelet, and Steve Goldstein.

Meetings committee: Susan Crawford, chair, Roberto Gaetano, Demi Getschko, and Dave Wodelet.

Reconsideration Committee: Susan Crawford, Demi Getschko, Alejandro Pisanty, Rita Rodin, who will serve as chair, and Steve Goldstein.

The board members of the ICANN board/GAC joint working group: Raimundo Beca, Alejandro Pisanty, to serve as a co-chair with co-chair from the GAC, Janis Karklins, Rita Rodin, Paul Twomey, and Vanda Scartezini.

The President's Strategy Committee for -- these committees were taken note of an president's committees.

They are not formally part of the resolution, but they complete the picture here.

Raimundo Beca, Vint Cerf, Peter Dengate Thrush, who serves as a co-chair, Paul Twomey as chair, and Steve Goldstein.

And the president's IANA consultation committee: Demi Getschko, Paul Twomey, chair, and Dave Wodelet.

So moved by chairman Cerf.

Is there any discussion? Steve Goldstein.

>>STEVE GOLDSTEIN: Yes, before this is put up for a vote by acclamation, I would like to note that were there a vote, I would abstain.

Thank you.

>>ALEJANDRO PISANTY: I was not going to put it to vote by acclamation.

But thanks.

Is there any discussion or further contributions or comments?

The formality requires -- I wouldn't think of passing this by acclamation, this detailed resolution, which -- for which we do not run the risk of someone who opposes or abstains feels silenced or not recorded by the noise of the acclamation.

We -- I think that the history of a vote by acclamation means that if there were someone that weren't clapping loud, it will matter.

Here, we will be very explicit.

So I will call again for any further discussion or comments from the board members or the liaisons.

Otherwise, I will ask for those -- for a show of hands of those in favor of the resolution as it stands.

Votes against?

>>VINT CERF: Wait a minute, you have Ramaraj on the phone.

>>ALEJANDRO PISANTY: Oh, yes, Ramaraj, apologies, are you on the phone? Have you been able to hear all of this?

>>VINT CERF: Ramaraj, are you on the phone and can you hear us?

>>RAJASHEKAR RAMARAJ: I can hear you very clearly.

>>VINT CERF: Thank you.

We are in the middle of voting on the committee assignments.

And Alex is looking for your vote.

>>RAJASHEKAR RAMARAJ: Yes, I said I vote in favor.

>>ALEJANDRO PISANTY: Thank you, Ramaraj.

Votes against?

Abstentions?

Record Steve Goldstein's abstention.

Thanks.

I will make one comment post-vote, if you allow me, chairman.

I've been in charge of having this resolution prepared every year for several years now.

I'm -- I owe everybody who has been offended or displeased by the results a personal apology.

And I'm not in any least diluting it by saying, "Well, the committee wanted it."

I am personally responsible as a committee member and as its chair for not having pushed the process any further each time than it seemed converged and for the lack of communication that may have ensued during the agitation of the meetings to make sure that enough rounds of consultation were made.

>>VINT CERF: Thank you very much, Alex.

Let me now turn to the very last item on the agenda, and that is to confirm the election of officers of ICANN.

There are one, two, three, four, five, six resolutions corresponding to all of the corporate officers.

And rather than reading every one of these resolutions, let me summarize them by saying that one resolution is to re-elect Paul Twomey as president and chief executive officer, John Jeffrey as general counsel and secretary, Melanie Keller as chief financial officer, Paul Levins as executive officer and vice president of corporate affairs, Kurt Pritz as senior vice president of services.

And it is resolved that the corporation's officers may continue to authorize contractual commitments and disbursements of ICANN's funds in accordance with the "financial control procedures: Corporate officer signing authorities" adopted by the board on the 18th of October in 2006.

I would like to place all of these resolutions confirming.

I would like it place all of these resolutions confirming these officers and their responsibilities and authority and ask that the board vote on this. But first I'll ask for a second for all of these.

I see Peter seconds.

Is there any discussion of any of the resolutions incorporated into this action?

In that case -- Paul.

>>PAUL TWOMEY: I'm sorry, Chairman. I should have checked this with you before. If they are all being held as one resolution and considering that I am remunerated by -- indirectly remunerated by the corporation, because of my holding of this position I suspect I should best abstain on the vote.

I just want to put on notice that I, of course, support the other.

>>VINT CERF: Yes, thank you, Peter. That should go into the record -- I'm sorry, Paul. I seem to have a serious problem.

>>ALEJANDRO PISANTY: You have a problem with (inaudible) this week.

>>VINT CERF: Yes, I don't know what the problem is.

>>PAUL TWOMEY: Are you trying to send me a signal?

>>VINT CERF: No. I'll call you Mary next. I have the Peter, Paul, Mary problem. That's what the problem is.

Thank you, Paul.

So we will note that in the record.

In that case, I'll still ask for a full vote by the board. All those in favor of these resolutions, please raise your hand.

And I see one, two, three, four, five, six, seven, eight, nine.

Mr. Ramaraj, are you on the phone?

>>RAJASEKHAR RAMARAJ: Yes, I am in favor.

>>VINT CERF: Thank you. That's ten of the sitting board members.

Are there any objections?

And finally, an abstention by Paul Twomey for the reason stated before.

Mr. Secretary, the officers have now been reconfirmed for the year 2007.

And ladies and gentlemen, that concludes all of the organizational actions for this board meeting, and so I will call for a move to adjourn.

>>STEVE GOLDSTEIN: So moved.

>>VINT CERF: Steve Goldstein moves. Is there a second?

Paul Twomey.

Is there any objection to adjournment?

In that case, I see no objections, so we will adjourn this meeting until the next meeting in Lisbon next year in March.

So thank you all again for attending.

[ Applause ]

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