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ICANN Board Meeting in Amsterdam Real-Time Captioning

15 December 2002

Note: The following is the output of the real-time captioning taken during the ICANN Board Meeting held 15 December 2002 in Amsterdam, The Netherlands. 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
Amsterdam, The Netherlands
Sunday, 15 December, 2002

Contents:

Fourth Annual Meeting of the Board

Organizational Meeting of the Transitional Board

Fourth Annual Meeting of the Board

(Proceedings begin at 07:30 a.m. local time.)

Vinton Cerf: We have a quorum of Board members present. We're missing a few. But given the quorum, I would like to call the meeting to order. Ladies and gentlemen, if you could take your places, I'm going to call this meeting to order. John Crain, do we know whether we have anyone on the telephone bridge?

John Crain: Nobody at the moment.

Vinton Cerf: Okay. So will you be able to let me know if any Board members join the group?

John Crain: I will.

Vinton Cerf: Thank you. Well, we have an opportunity to set a record today in terms of getting work done promptly and swiftly. So first of all I'd like to make sure everyone is aware that at the end of this Board meeting, there will be an organizational meeting of the Transition Board which will take place in this room. Very briefly, it will serve to elect officers of the Transition Board and reconfirm officers of the corporation. So those of who you are interested in seeing the Transition Board at work in its organizational meeting will stick around for that meeting. In the meantime, this Board has a good deal of work to do.

Amendment of the Bylaws

So let me begin with the first item on the agenda, which is the amendment of the bylaws. In Shanghai, we adopted a considerable number of new bylaws. And in the interim between Shanghai and the present, a number of small errors were detected which are – just need to have editorial repair. And there are a few substantive items as well. So without reading the amendment – actually, we need to get this up on the screen if we can. Is it possible to get the resolutions up on the screen or are we having a problem with that?

Louis Touton: We're having a problem for just a moment. There we go.

Vinton Cerf: Okay. Thank you. The – without reading this particular resolution, let me just summarize that it gives a description of the reasons why we have any amendments at all. And it makes reference to the portions of the bylaws which are to be amended by the adoption of this resolution. And they are in the resolved section of this resolution. They refer to revising Article IV, Section 2, 16, Article IV, Section 3-12, Article X, Section 3-1. Article X, Section 4-2, and Article XI, Section 6. We will, in the course of the discussion about this resolution actually look at each one of the proposed modifications so that both the Board members and the attendees can see what it is that's being done.

So just as a reminder, if you vote in favor of this particular resolution, which is not yet on the table, you will be adopting the series of relatively modest repairs to the bylaws. So the first thing I'd like to do in order to get this on to the table is to invite a motion to put this resolution on the table.

Jonathan Cohen: So moved.

Vinton Cerf: Jonathan Cohen moves. Is there a second? Lyman Chapin seconds. So we have this on the table.

What I'd like to suggest now is that we actually walk our way through each of the modifications, proposed modifications, to the bylaws, starting with Article IV, Section 2-16, which you will find in Appendix A. This particular modification, some of you who were in Shanghai will remember that there was deep concern with the language used in this article. The phrase "unwilling" is – has to do with the state of someone's mind at the time they did or did not do something. And it was concluded in that meeting that it was impossible to prove whether someone was willing or unwilling to do something. The language change – this has to do with whether or not a party is going to be able to launch an independent – or launch a reconsideration or not. And so we now have an objective criterion for whether a party is allowed to request reconsideration or whether the reconsideration committee has grounds to dismiss the request. In this particular bylaw, it says, basically, that to protect against abuse of the reconsideration process, a request for reconsideration may be dismissed by the reconsideration committee where it, meaning the request for reconsideration, is repetitive, frivolous, nonsubstantive, or otherwise abusive, or where the – this is the part that's important – or where the affected party had notice and opportunity to but did not participate in the public comment period relating to the contested action, if applicable. Then, likewise, the reconsideration committee may dismiss a request when the requesting party does not show that it will be affected by ICANN's action.

So this modification is an objective way of determining whether the party took advantage of the public comment process or not, regardless of whether he or she was willing or unwilling. So I think that's fairly clear.

Since we need to go through these one at a time, let me ask whether any Board member has any comment or question or discussion on this particular repair. Okay. Thank you.

The second modification comes in Article IV, Section 3-12, which is scrolling up on the screen now.This has to do with the way in which the Independent Review Panel operates. And this is short enough that I think it's worth reading again. And also by reading it, it gets it up on the transcription. So in this one, it's part 12, declarations of the IRP shall be in writing. The IRP shall make its declaration based solely on the documentation, supporting materials, and arguments submitted by the parties, and in its declaration shall specifically designate the prevailing party. The party not prevailing shall ordinarily be responsible for bearing all costs of the independent review panel provider. The modification was discussed in Shanghai, and it is intended allow some sharing of costs under certain circumstances. So the modification says:

but in an extraordinary case, the IRP may in its declaration allocate up to half of the costs of the IRP provider to the prevailing party based upon the circumstances, including a consideration of the reasonableness of the parties' positions and their contribution to the public interest. Each party to the IRP proceedings shall bear its own expenses.

So the point here was made in the discussions in Shanghai that there might be some circumstances under which a party would request independent review and did so for the public benefit, possibly for clarification, possibly for remediation of an issue that might not be directly affecting the party, but affects others. So this is an intended – this is intended to take that into account, that well intended consideration does not have to bear all of the costs. So let me ask if there are any questions or issues that the Board wishes to raise on this particular amendment. I see Amadeu.

Amadeu Abril i Abril: No.

Vinton Cerf: Okay. Sorry, you were just trying to scratch your head. Just trying to be attentive.

Amadeu Abril i Abril: Keeping up the tradition.

Vinton Cerf: Thank you.

Article X, Section 3-1 is the next modification. And in this one, it reads:

subject to the provisions of the transition article of these bylaws, the GNSO council shall consist of two representatives selected by each of the constituencies described in section 5 of this article, and three persons selected by the ICANN nominating committee. There may also be

-- and now we change –

two liaisons to the GNSO council, one appointed by each of the governmental advisory committee and the At-Large Advisory Committee from time to time who shall not be members of or entitled to vote on the GNSO council, but otherwise shall be entitled to participate on equal footing with members of the GNSO council.

So this modification added a liaison to the GNSO from the at-large advisory committee in addition to the previously specified governmental advisory committee liaison. Are there any questions or issues with that modification? Okay.

The next one is Article X, Section 4, Part 2.

ICANN shall provide administrative and operational support necessary for the GNSO to carry out its responsibilities. Such support shall not include an obligation for ICANN to fund travel expenses incurred by GNSO participants for travel to any meeting of the GNSO or for any other purpose.

This is a clarification of the extent to which ICANN has responsibility for financial support of the GNSO activity. The support, administrative and operational, is intended mostly to cover staff costs, I believe. Are there any questions or issues with that modification? Okay.

The next one refers to compensation for Board – or committee members. This article – it's Article XI, Section 6.

committee members shall receive no compensation for their services as a member of a committee.

Now, we've struck out the language that referred to reimbursement – legitimate reimbursement of cost and we have reconstituted it in a clearer way in the remaining paragraph. So there is no compensation for services as a member of a committee.

the Board may, however, authorize the reimbursement of actual and necessary expenses incurred by committee members, including directors, performing their duties as committee members.

So I hope that clarification makes it clear what is and is not a legitimate payment to a committee member. Are there any questions or issues with regard to that change? Okay.

So that is the first of the resolutions that we need to pass. It's now on the table. It's seconded. We have reviewed each one of those modifications. Is there any discussion at all with the resolution itself? Okay. In that case, let me call for a vote of the Board. All those in favor of this resolution, please raise your hand. One, two, three, four, five, six, seven, eight, nine, ten, 11, 12, 13, 14. All those opposed? Are there abstentions? Rob Blokzijl abstains.

Rob, at the risk of putting you on the spot, would you advise what causes you to abstain? Normally, this is not allowed. But I – this is – it's important for us to learn something from your abstention, so perhaps you could say.

Robert Blokzijl: In the previous Board meeting in Shanghai, I explained I voted against these set of bylaws for not so much the reasons as the text of the bylaws, but the general picture where ICANN is in. And for those of you who don't remember it, I expressed my deep concern about the lack of trust and confidence of a set of, in my opinion, very important organizations like the IAB, the IETF, the Regional Internet Registries, the ccTLDs, and our somewhat ill-defined relationship with the root server operators. I know that a lot of work has been done between then and now. But we are far from being in a situation where we can say that this new reformed ICANN has the full, warm-hearted support and cooperation of all of these organizations.

So my concerns still stay. So the reason I abstained from this vote is that I don't think it's fair for me to – I mean, all the technical things are improvements, that's clear. But since I voted against this – on a higher level against the whole set, at this moment in time, I decided to abstain, because voting against these changes doesn't make sense for me.

Vinton Cerf: Thank you very much for that clarification. Let's go on now to the next – I'm sorry. I didn't see that, you did vote against it. No, I did ask if there was anyone who voted against it. So you wanted to vote against it? Oh, all right. So the secretary will record that there were 14 in favor, one abstention, and one no vote. I'm not going to ask you why you voted no. Okay.

So the next one, the much-discussed transition article, which we presented yesterday in the public meeting. So if you vote in favor of this transition article, you will essentially be setting up the process of transition to the new structure of ICANN. And, in particular, you will, if you vote in favor of this, enable a Transition Board to be created. And it will hold its organizational meeting at the close of this annual meeting of the current Board. So let me – actually, I would like to invite the introduction of the transition article to the table by the chair of the ERC.

Oh, that was – you are just going to say "so moved," and that's it?

Alejandro Pisanty: Well, no. I am sure not going to try to read through the whole thing, either.

Good morning. For the ERC, and it's only broadly on behalf of my fellow members of the ERC, we are introducing the transition article. May I mention that in the legal tradition where I come from, the transition article that never forms part – it's not even numbered, it doesn't form part of the bylaws, there's a set of transitory articles which vanish from the laws, they are – as the events happen or the dates come that trigger them. So we would not be forced to change the bylaws later to remove article 20, transition article, as will have to happen here.

The purpose of this transition article, as has been mentioned, is to provide an orderly, planned, and follow-by-the-rules – follow the rules  – rules to follow in order to move from the present Board to the new Board, and thus provides a Transition Board. This includes dates for phasing in the different – not only the Board, but the whole ICANN. So this includes provisions for phasing in the GNSO, and at that moment, having the formal disappearance of the DNSO, to provide with continuity for the ASO with some changes in the way it operates so that its operation is guaranteed, and in particular, its capacity to designate directors to the Board is not hampered in any way. It will provide also for what to do while the ccNSO is constituted, which we hope can be done in I will say relatively short period of time. But that depends where you calibrate your "relatively" meter.

And a number of other things like the disappearance – the formal disappearance of the PSO, the constitution of the TLG, which will better perform the new functions that are foreseen as a liaison to the technical community, et cetera. It provides for times for some of these things and it provides for triggering events for most of these, particularly, most important one in my opinion is that it provides for modification of the periods of the presently serving directors, if they wish to continue, if they so decide, in order to cover as a Transition Board the period until which the new Board is constituted by the elections or selections made by the supporting organizations, by the integration of the nominating committee and its consequent designation of directors, until you have enough of a number of directors, two-thirds of the Board, that can actually operate. As was mentioned yesterday in my presentation, this means that you will have even the ability to conduct votes that have to be supermajority votes and have room for those. That's the basic spirit here. The fact of doing this by triggering events is recognizing the reality that the ccNSO and some other components are not yet there. A nominating committee has to be established and put in operation and then it has to actually work and designate the directors it will be charged to designate.

So we should not be bound by specific times, though we all wish these things to happen shortly, we should not be bound by specific dates, but more by events, as I mentioned, by triggering events, that will let the  – let things happen in order. And in closing the session, Mr. Chairman, you have already announced one consequence of this, which is that at some point, the Transition Board has to designate officials – official committees and so forth. And the best point for doing that will start immediately after the – well, as provided in the transition article, these will happen once the transition – let me make this shorter. The Transition Article provides that once the new bylaws with the transition article are approved, then the – you will have a Transition Board. That Transition Board will mostly be the people that are already sitting on this table, on this platform at this moment, with the possible exceptions of those who elect not to serve in the Transition Board, and with some changes that may come from the fact that today is the designated date for the change of some of the  – for the replacement of some of the directors with people that have already been designated by the supporting organizations or any other mechanism that would lead to this change.

So that Transition Board will have to meet immediately, designate some of its own officers, and designate some officers of the corporation. And that would have to be an urgent matter of business. This – the formality that this meeting has been called in a timely manner is provided by the anticipation with which the whole transition article has been set forward to the community for discussion, has been amended in order to provide for any technical inconsistencies or, as has already been mentioned, timing inconsistencies. And, basically, that would be the introduction for this. And, of course, we can engage in clarifications of the various minutia. I should mention also that the minutia have been worked out very carefully by – with support of Louis Touton and a number of members of the ICANN Board so that we are sure that we have, if any, very little, very few wrinkles to iron out. And it's with this information that I think it's useful to introduce this motion.

Vinton Cerf: Is there a second? Lyman Chapin seconds. I see a hand up already. Amadeu.

Amadeu Abril i Abril: Okay, Alex, I know that you explained – I mean, this is explained in all of the documents, it was explained yesterday. But we were still getting questions from the public regarding some of the aspects of the transition that I think should be clarified. One was, in general, what happens to this Board. Not the Board, but this – the members of the current Board once the – that, say, ten new members with the new system are elected and therefore we have a new Board. And the second one was, indeed, there are not deadlines, but probably we have some reasonable expectations of time frame. Is this two months, six months, eight months, two years?

Alejandro Pisanty: Maybe some of the – we foresee and have absolutely no reason to believe that the present directors will continue to have very happy and a lot healthier lives after the transition if they are in a position where they will not continue serving on the new Board. It's definitely – we know of a number of wives and husbands that will be enormously relieved by seeing some light at the end of the tunnel. More specifically, the current directors will have to be subject either to the procedures that the supporting organizations they come from or, let's say in our case, for the DNSO, the organizations that replace the organizations they come from, the directors would have to be subject to the procedures that gave rise to the designation, elections, or selections. It is not impossible that the nominating committee will choose some to continue, but it will all be on the new board at some point in time, at the point where the Transition Board ceases to serve and the new Board is established, all of us will have finished our service in the present Board.

The time frame for this is foreseen as follows. We have already mentioned yesterday that we foresee that the ccNSO – the ccNSO assistance group has provided or is providing a time frame for its – a schedule for its work that should allow the ERC to bring recommendations to the Board for the meeting in March, for the meeting in Rio. We are hopeful and have many reasons to believe that this will be possible. At that point, it could be possible to formally establish the ccNSO, and we will be working and calling on most of the ccTLDs administrators with whom it's possible to do so to join and support this organization.We are in intense and very positively-looking negotiations – they were not negotiations but consultations, if this difference makes any sense in English – with the RIRs. Not that the world will be solved in one day, but that there are positive indications that we will be able to establish a function in ASO with the RIRs, and establish some mechanisms, et cetera, that will allow it to work. Plus it can designate directors as present, and we see all the intention of the RIRs to continue operating that part of the ASO, which is functional for them at the present.

So it would seem the only missing piece here is establishing the nominating committee. We expect to – personally, the expectation, that I hope that we can have a chair for the nominating committee designated within the coming month. And start a lot of the work of the committee immediately after a number of members of the nominating committee will have been proposed as candidates, which will surely gel relatively fast. There is, of course, a call for everybody that thinks that they can make this work with the very high standards that the bylaws set to be ready to serve on that committee. Indeed, the chair, as soon as this person is designated.

Speaking for the ERC, we will not necessarily be putting forward names in this meeting because we have – as understood from the bylaws, et cetera, even from the present ones, not to discuss personnel matters in public meetings, not to discuss – to be in the spot of discussing merits of people, comparative merits of people, in public, because there's a lot of opportunities for image damage which would not be necessary. But to do this as soon as possible.

So we'll have a nominating committee very probably during January. It can start.

Vinton Cerf: Thank you very much, Alex. Hans, you had your hand up.

Hans Kraaijenbrink: Thank you, Vint.

In order to be very clear which At-Large members of the Board will continue, I propose a modification to Section 2 of this article, which will start at the – I believe it's the seventh line where it starts with "except that." I would amend "the – those." so it's "except that those at-large members of the Board under the old bylaws," and then insert the text "who elect to do so, by notifying the secretary of the Board on the 15th of December, 2002, or in writing or electronic mail no later than the 23rd of December, 2002, shall also serve as members of the Transition Board." And that enables those at-large members present to make a notification today, during this meeting, whether they want to be and willing to serve, and those who are not present can do so in writing or by electronic mail. So I move this modification.

Linda Wilson: Second.

Vinton Cerf: And there is a second for that. Let's see. We might want to vote on that modification now and then incorporate it into the text of the full transition article. We have both a motion and a second for this modification. Is there any further discussion, explanation, clarifications? Okay. Now, for this –

Louis Touton: Mr. Chairman, could I just ensure that I got the correct text?

Vinton Cerf: Here.

Hans Kraaijenbrink: On the screen I see something which is not quite all right because it should be "except those at-large members of the Board."

Linda Wilson: That those at-large members. "except that."

Louis Touton: Those are stricken out, yes.

Hans Kraaijenbrink: "Except that those members."

Linda Wilson: Maybe you don't need the "that."

Louis Touton: Oh, got it.

Lyman Chapin: And put the "that" back in. Restore "that." .

Linda Wilson: Before the "those," put a "that.".

Hans Kraaijenbrink: Yes. Good.

Louis Touton: Is it otherwise –

Hans Kraaijenbrink: And you should add "or in writing or by e-mail." What was it?

Linda Wilson: By the 23rd.

Hans Kraaijenbrink: "No later than 23rd December, 2002." And I believe now it's correct.

Vinton Cerf: Okay. So Hans, you've confirmed that that's now properly rendered. Oh, there's still a problem? At this hour of the morning, we shouldn't be trying to do any editing at all, I think. Go ahead.

Lyman Chapin : I believe, just – Sorry. I think you want to move the clause under the old bylaws up to a different position. "Except that those at-large members of the Board under the old bylaws who elect to do so."

Linda Wilson: Yes, right.

Lyman Chapin: Otherwise you have people writing or sending e-mails under the old bylaws, which is a little awkward.

Vinton Cerf: So now do we have to strike "under the old –" yes, that part goes away. Okay? So there will be a brief pause while everyone stares at this for another moment or two. Okay. So we have this friendly amendment has been offered. Louis, a question about voting on this. It's my understanding that we need only a majority for this modification, but that we need a two-thirds vote to adopt the bylaws; is that correct?

Louis Touton: That's correct, for this particular modification of the motion, a majority will suffice. For the adoption of this resolution which adopts the transition, that's two-thirds.

Vinton Cerf: Right. Okay.

Hans Kraaijenbrink: Mr. Secretary, I am modifying – you deleted again "no later than the 23rd of December, 2002." Maybe you should use another word processor? (laughter)

Stuart Lynn: Or use a Mac.

Vinton Cerf: All right. We will outfit the Board with spit balls and some other things so we can have a really good Board meeting next time.

All right. Do we now have agreement as to the text of this modification, Hans? All right. Is there any further discussion of this modification? Good. If you vote yes on this amendment then the text in red will become the new text of this section. All those in favor, please raise your hand. One, two, three, four, five, six, seven, eight, nine, ten, 11, 12. Okay. I count 13 in favor. Are there any against? Are there any abstaining? Two. Okay. So that motion passes. This now becomes part of the text of the article, transition article. Stuart.

Stuart Lynn: I just want to clarify that. Subject to the vote on the transition article.

Vinton Cerf: Yes. It's simply the text of the article that we haven't yet voted on. Are there any other questions – are there any other questions or issues that Board members want to raise about the transition article? Okay. All right. We're ready for the vote. All those in favor of the transition article, please raise your hand. One, two, three, four, five, six, seven, eight, nine, ten, 11, 12, 13. Those against? One against. And then abstentions? One abstention. Under the rules of the Board and the bylaws, two-thirds majority is required to pass changes to the bylaws, and I declare that that majority has been reached with 13 votes of the Board.

So we've now adopted the transition article, and we are at the close of this particular Board meeting on our way to a new operation, a new function, a new organization of ICANN.

So let me – first of all, that is the culmination of many, many man hours of work. I want to congratulate the evolution and restructuring committee, its chairman and its members, and all the other participants in the development of this new structure for ICANN for their hard work. I think it represents a major step forward for ICANN. Certainly it represents an enormous amount of effort to derive consensus on a way forward.

So congratulations to the Board and to all the other participants. We're on our way.

Next item, if I can find it here. One comment was made that now we can get on with the real work of the ICANN. Amadeu.

Amadeu Abril i Abril: Okay. Just to conclude in one minute about this transition and this evolution. I made some proposals yesterday that I know have not enough support, if any, to be discussed here, so I will not put that on the table. I would simply let these ideas that we are making a process where there will be too much political arena at the nominating committee, that this nominating committee have an unproportionate weight in electing the members of the Board, and that the overall Board is too large to be efficient for – I'll simply leave this, for all those who still have to comment and especially for all those who still need to evaluate how the reform will work, because we will need to have a close eye on that.

The other thing is that I have another personal comment is that very often it's difficult to raise questions with this Board because it's always either too early, because we have to wait for the staff to prepare a report and the committee to comment, or too late because we already have the report and the community has already commented. And it's always for the next meeting, but it's never between the meetings because we don't work with the mailing list. It's also extraordinary, in my mind, how many times we have extended some Board seats beyond all possible imagination. And today, we are, you know, extending many of these seats that were expiring at this meeting without, you know, any even discussion about why we are doing that. The only thing I would say is that individuals, for all of them I have absolute respect intellectually, professionally and morally, they have a way of acting independent of individuals and I think this Board has developed some very bad habits of working, or lack thereof, that should be replaced by the new electing and appointing organizations, appointing, if possible, a completely different slate of individuals for the new board. Thanks.

Vinton Cerf: Okay. Thank you, Amadeu. That raises a question in my mind that we might resolve now. There are at-large directors present with us, and they may wish to say – they don't have to, but they may wish to say now whether they intend to continue to serve or not. And that will allow this modification that Hans suggested to be exercised. And perhaps it's worth asking whether any of the at-large directors wish now to say whether they are able to continue or not. You can say you don't know yet. But it might be a useful piece of information for planning purposes. So could I invite the at-large directors who are present to say, if they wish, whether they are planning to continue or planning to end their service? And you can abstain from saying anything, if you wish. Hans.

Hans Kraaijenbrink: Thank you, Vint. I embarked on a strange journey in 1998. I experienced a transition in ICANN in – what was it? – 2000, and I was called a Board squatter. And in some discussions I have explained that I did not feel offended by that term. So I believe that I have a duty to the corporation to see to it that the transition is done in the right and proper way. So I'm willing to continue on the Transition Board and be, again, a Board squatter. Thank you.

Vinton Cerf: Thank you very much, Hans. Frank.

Frank Fitzsimmons: Vint, I wish to actually transition off the Board effective immediately. I embarked on that same journey four years ago. I think as a compliment to both the Board and the community, there was a fairly marked contrast between the exchanges in Boston and Berlin and the exchanges yesterday. Yesterday I think could truly be considered a civil discourse. Those early meetings could not. And I think – I think it's easy, as we concentrate on reforms and things that are undone, to forget the performances and the accomplishments in terms of registries, registrars, et cetera. So I think it's useful to look back on that, but at the same time, I do wish to all the Board and the community that the reform work completes in as timely a manner as possible so we can get back to the original business of ICANN; particularly, the IDN, decisions that have to be made, as well as the expansion of the registries.

So in that regard, I wish to transition and wish both the community and the Board the best of luck.

Vinton Cerf: Thank you very much, Frank. One observation I would make is that you can't really get off immediately, if you meant that instantaneously (laughter).

Vinton Cerf: – because you must stay until at least the close of this Board meeting. I'm sorry to disappoint you.

Frank Fitzsimmons: But I do feel better already. (laughter).

Vinton Cerf: Good for you. All right. Are there any other at-large Board members who wish to state their intentions at this point? Yes, Linda.

Linda Wilson: Like Frank and Hans, I'm a Board squatter, a term I have found very uncomfortable since I have such a strong belief in this organization and have been – felt it a privilege to be a part of the beginning of it. It's been a long ride since 1998, and each year it has been just a little longer. But I feel a deep sense of obligation to see this transition through, and so I wish to stay to work with the Board until the new Board is seated.

Vinton Cerf: Thank you very much, Linda. That service is much appreciated. I see some smiling members here. All right. Are there any other comments from at-large members?

Andy Mueller-Maguhn: I was directly elected onto this Board in an election that followed a little bit what I thought the original idea of ICANN was, a balance of interest between those being affected by policies and those who run the infrastructure and, last but not least, fulfilled the policies. I voted against the acceptance of this ERC outcome because I still think it set the wrong priorities, and last, not least, it abolished the possibility for direct elections. But still, not only in ICANN but in many other areas of processes, there's always the question if there's something – if there's something like the right life – the wrong life or there's something right in the wrong circumstances.

I agreed to stay here because I still try to be constructive and follow this process and try to point out the right priorities, which still, my eyes are watching the impact of intellectual property interest on the free flow of information and on the rights of – to express people's and get the right domain names without commercial interest and also on the privacy implications of what ICANN does and other interests of users. Still, I think it's very important to point out that ICANN has to be very careful to watch what it calls its stakeholders and I agree very much to what Rob pointed out, because still, this organization here became, in the last month, very selfish. We've been handling very much ourselves and not the issues we should care about. And that, I hope, and I can guess even Vint would agree, has to stop one day.

Vinton Cerf: I'm now beginning to recognize that by opening this up, every Board member wishes to make a stump speech. Did I see Ivan's hand up? Yes.

Ivan Moura Campos: Well, I'll try to give the example, just to declare that I'm willing to stay on the Board for the transition. Thank you.

Vinton Cerf: Thank you for that, Ivan. Nii and then Katoh-san.

Nii Quaynor: Yes, I'm also willing to stay on the Board.

Vinton Cerf: Thank you, Nii. And Katoh-san.

Masanobu Katoh: I try to be very brief, too. I want to stay on the Board, and because of the historical election, I feel that I have an obligation to stay on, to represent the people. Many people who elected me. And this is not because – not only because of the protection of intellectual property but many other issues surrounding us, and I feel very obligated to continue to support all those, you know, people who are, you know, again, supporting a stable internet.

Vinton Cerf: Thank you very much. Well, it's encouraging to see an outpouring of commitment to see this transition through. And I know we will benefit from Board member participation. Yes, Jonathan.

Jonathan Cohen: I just want to take one second, Vint, on behalf of the Board to thank the people who are willing to continue to serve. I've always thought the term "board squatter" was particularly unkind and unfair for people who have so generously served beyond the time when many of them want to serve, and have given of their own time and energy for the good of the committee, – for the board and for the community. And I should point out, if you have not understood it, that in addition to these rules extending some terms, in fact, Amadeu, Alejandro and I have voted to end our terms. So I'm not sure what you're going to call us. Unsquatters? I'm not sure.

Vinton Cerf: I'm sure some colorful soul will come up with some way of describing that condition. Thank you for that.

Evolution and Reform Committee

We now have another action to take and this has to do with the evolution and reform committee which still has some work to do. And this is with some resistance of its long and hard-working chair. So since you have some reluctance, Alex, I'm going to introduce this particular resolution. And this one simply says that the term of the committee on ICANN evolution and reform is continued until the earlier of the committee's report to the Board that its work has been completed or the end of calendar year 2003. This provides some motivation to the committee to get its work done sooner rather than later. So I would like to put that motion on the Board  – on the table, and I would invite a second. Sang-Hyon seconds. Is there any discussion of this particular motion? And Mr. Vice-Chairman, I will not turn the microphone over to you. Amadeu.

Amadeu Abril i Abril: A short question for my understanding. The earlier of sending a report that they have completed or the end of the calendar year 2003. This means that the evolution and reform committee could go beyond the establishment of the new Board?

Vinton Cerf: I would – one would assume that once the new Board is established that the ERC will have completed its work, in effect.

Stuart Lynn: Vint?

Vinton Cerf: Yes, Stuart.

Amadeu Abril i Abril: That doesn't answer my question?

Stuart Lynn: that may or may not be true. There's work still going on with the ccNSO formation; there's work going on with discussion with the RIRs that needs to be completed. And indeed, it may go on beyond the term of – conceivably could go beyond the term of the Transition Board, but the Transition Board can always change that if it wants to.

Louis Touton: And just to clarify it further, one of the provisions of the transition article, I believe, would empty the membership of this committee upon the seating of the new Board. And if this committee continued, it would, of course, be appropriate for the new Board to seat new members of the evolution and reform committee.

Vinton Cerf: Okay. Amadeu.

Amadeu Abril i Abril: Exactly, this was my question, because with the new Board being established it might happen that any or all of the members of the Evolution Committee are not members of the Board anymore. So I think that at that time we should leave to the new Board to decide what to do with the evolution and reform and limit the current resolution until such time that, you know, they complete the report or the new Board is established.

Vinton Cerf: Okay. Lyman.

Lyman Chapin : If you look at Article XX which is the transition article, Section 2, Subsection 7 reads existence of the Board – as of the effective time and date of the new Board shall continue in existence according to their existing charters, but the terms of all members of those committees shall conclude at the effective date and time of the new Board. So the Committee itself will continue but it would have to be repopulated by the new Board.

Vinton Cerf: Does that satisfy your concern, Amadeu? Good. So with that understanding, is there any other comment on this resolution? All right. All those in favor of that resolution, please raise your hand. One, two, three, four, five, six – wait. I don't see anyone who is not voting. All right. Are there any – put your hands down. Is there any who object? Any no's? Are there any abstentions? Two. I do have to count, then. One, two, three, four, five – 16. 14 for and two abstentions. The motion passes, and I'm sorry that – actually, you ERC members, since you would officially disappear from the committee as of the end of this particular meeting, you may or may not be, you know, incarcerated again for another service. Okay.

Transition Costs

Vinton Cerf: Next item has to do with the transition implementation. And, in particular, there are costs associated with implementing the transition. So this particular resolution authorizes the President to spend up to $325,000 to augment the staff and to pay for travel and other expenditures that are required to actually implement this reform plan during the 2002/2003 period. So let me invite someone to put this resolution on the table. Hans puts it on the table. Stuart seconds. Is there any question or discussion about this particular resolution? Okay. All those in favor, please raise your hand. One, two, three, four – all right. Is there anyone who objects? Is there anyone who abstains? Passes unanimously.

Mr. President, you now have the authority to allocate up to $325,000 to implement the transition.

Introduction of New TLDs

Vinton Cerf: The next item is one which was discussed at some length yesterday. And that's the gTLD action plan. In fact, let me invite the CEO, Mr. Lynn, to introduce this particular resolution. Stuart.

Stuart Lynn: So moved. If I can move the resolution. If there's a second, then I can speak to it.

Vinton Cerf: Would you care to – is there a second? Rob seconds. Is there something that you could walk us through, Stuart, just to make sure that's clear both to the Board and to the attendees? I'm sorry, Lyman.

Lyman Chapin : Just as a point of order, there actually are three resolutions and it's not clear –

Stuart Lynn: It's all one resolution. It says "resolved" three times. That's all. It gets voted on as one thing.

Lyman Chapin : One resolution that says "resolved" three times  –

Stuart Lynn: You can always move to separate. But it's a package deal. It's discounted when they come three at a time.

Vinton Cerf: Part of the reason for wanting to walk through this is to make sure it's clear what it is you're voting on. So, Stuart, would you kindly walk us through this particular resolution.

Stuart Lynn: This resolution picks up on the action plan that I presented to the Board, to the community, the public forum both in Shanghai and there was a very constructive and helpful discussion yesterday in the public forum. So that we can move forward on this question of how we consider the introduction of new TLDs in an appropriate, measured fashion.

As I said yesterday, there are three parts. And that is reflected in the three parts of the resolution which, if we can scroll down to, is the first part – the first part is that the Board authorize me to take all necessary steps to implement those actions of the NTEPPTF recommendations as specified in the action plan.

Let me just take a slight byway on that. That is, in effect, to do the evaluation that was recommended by the NTEPPTF, the task force that considered this, to look at the 12 most critical questions regarding the TLDs that were introduced over the last 18 months. Those steps, the work that needs to be done is funded. It was part of the approved budget. The funding has been reserved. We have the money to do that. And it's to authorize me to go ahead to do that work.

The second part of the resolution is, again, what was extensively discussed yesterday, was to refer to the GNSO names council, which will come into existence at the end of this meeting, on whether to structure the evolution of the generic top-level name space, and if so, how. It does not prejudge the outcome of that question. It asks the GNSO names council to provide a recommendation to the Board. We are not imposing a deadline on that, because I think we need the opportunity for me to discuss with the chair of the names council what's a reasonable schedule on which that work can be done. And we hope it can be done in a reasonably timely fashion. But we recognize that it will be a time before the staff support for the GNSO names council. Therefore, that's something that remains to be discussed. But, again, we hope it will be done in a timely fashion.

The third part of the resolution directs me in as timely a manner as it's possible to do, given the considerable workload that we have in dealing with transition and other matters, but nevertheless, to develop for the Board's consideration as rapidly as possible a proposed RFP for the purpose of soliciting a limited number, no restrictions on whether that number be prime or not, of new sponsored gTLDs.

So we'll move – if you approved this resolution, we'll start taking some important steps forward towards dealing with these very difficult questions of introduction of new gTLDs. Thank you.

Vinton Cerf: Thank you very much, Stuart. Are there any questions or issues that the Board wants to raise with regard to these three elements? Alex.

Alejandro Pisanty: This may be a more useful point of the meeting to introduce a short comment on the GNSO from the transition article, because the GNSO to which this resolution refers is actually first mentioned formally, I mean, during its existence, at this point. The GNSO is substituting for the DNSO in terms of section 5, article something, in the transition article. Its council is made up of the same people that are now sitting. The constituencies of the GNSO are the same six constituencies that have been forming it other than the ccTLD constituency, which have already been separated in the previous meeting. And it's fully functional for the purposes of Stuart's proposal. The transitions in Board members, in names council members, and in internal bylaws of the constituencies and so forth, are mandated to happen – well, are mandated for different dates. Must submit new rules, new bylaws by July, 2003.

So it's provided at the time continued operations right now as the GNSO, and therefore is fully able, in our view, to perform the duties that this would call for.

Vinton Cerf: Alex, thank you for that clarification. Are there any other comments? Helmut.

Helmut Schink: Yesterday we had a short debate about the criteria for the collection of the TLDs. And in this proposal I do not find any specific mentioning. The second resolved, where we request the GNSO to develop – how is it called? – a structure, does this contain elements of selection criteria or should we explicitly mention this in another space?

Vinton Cerf: Stuart, my first reaction to this is selection criteria show up as part of the RFP. But is that correct – is that a correct answer, Stuart?

Stuart Lynn: Yeah, as far – there are two levels of selection criteria and I'm not sure which Helmut is referring to. As far as the selection of the new sponsored gTLDs, they will be embodied in the draft RFP. That's exactly why it's there. The broader question of the future, the first step is to ask the GNSO what's embodied in the second part of this resolution, there will presumably be out of that further discussion as far as future is concerned.

Vinton Cerf: Thank you, Stuart. Are there any other comments? Amadeu.

Amadeu Abril i Abril: Okay. There are two different topics here. For the first one, I completely agree that we have to send to the DNSO  – GNSO, sorry, the request for commenting and providing a framework, if any, for the addition of new TLDs in general.

On the second one, regarding the reopening the application process for a limited number of sponsored TLDs, just one question. I mean, we were always talking about three TLDs. Now it says "a limited number of TLDs." I would like clarifying that, at least in my view, "limited number," is not smaller than three. That is not zero, one, which are so very limited numbers, but it means that it could be three, but it leaves the door open to see whether we couldn't slightly expand that number beyond the magic number of three, but not going down from that number.

Stuart Lynn: Well, we can't say not going down. Let's suppose we receive no responses to our request for proposals. So –

Amadeu Abril i Abril: But setting the number beforehand, I mean.

Stuart Lynn: no, we're not setting the number below three before hand. As I said yesterday, we don't take any trivial prime numbers.

Vinton Cerf: Sorry. Okay. Are there any other questions or comments on this particular resolution? All right. All those if favor of this resolution, please raise your hand. One, two, three, four, five, six, seven, eight, nine, ten, 11, 12, 13, 14 – looks like it's unanimous to me. Is anybody voting against this? Are there any abstentions? So moved and passed.

Mr. President, you have leave to move ahead, then, with the effort on the sponsored gTLDs. And I'm glad to see that progress is being made there.

Restructuring of the Internationalized Domain Name Committee

The next item on the agenda has to do with the restructuring of the internationalized domain name committee. And I'd like to invite Katoh-san to introduce this resolution.

Masanobu Katoh: Thank you, Vint. I would like to move to basically continue the current committee, creating present new working group focusing more on the implementation of internationalized domain names. Probably the best thing for me to do is to read, you know, quickly on this proposed resolution, since it's very straightforward and gives you a good background of, you know, where we are right now.

Whereas, the Internationalized Domain Name Committee was established by resolution 01.94 to serve as a general coordination body for the work on policy issues related to Internationalized Domain Names (IDNs);
Whereas, the IDN Committee has issued a series of reports and recommendations regarding IDNs and related issues;
Whereas, in October 2002 the Internet Engineering Steering Group approved the publication of three proposed standards defining an application-level mechanism for IDNs;
Whereas, technical analysis has shown that the IDN standards are not sufficient to limit collisions, confusion, and other potentially damaging side-effects stemming from the unrestrained potential to register IDNs using arbitrary characters available in the UNICODE encoding system;
Whereas, there remains a variety of other unresolved issues and potential problems associated with the use of IDN-based identifiers;
Whereas, deployment of IDNs before these issues are addressed raises serious operational and other concerns;
Whereas, under resolution 02.118, the IDN Committee was continued until the conclusion of the 2002 ICANN annual meeting;
Whereas, the President and the Chair of the IDN Committee were directed under that resolution to prepare a proposed charter and list of members for a new committee to address IDN implementation issues, for presentation to the Board at the 2002 ICANN annual meeting;
Whereas, the President and the Chair of the IDN Committee have recommended that it would be in the best interests of ICANN to retain the membership and charter of the existing IDN Committee to focus on such other policy issues as may arise, but that the President in consultation with the Chair of the IDN Committee should form a new President's IDN Registry Implementation Committee composed of interested registries, registrars, and technical experts to consider and exchange information on ways to resolve the issues associated with implementation of IDN capabilities in existing top level domains;

Whereas, the President has agreed to form such a committee in consultation with the Chair of the IDN Committee;

Resolved [02.153] the Board continues the IDN Committee until the end of the 2004 annual meeting, or such time as the Chair informs the Board that the work of the IDN Committee is complete, whichever is earlier.

Vinton Cerf: Thank you very much, Katoh-san. Do we have a second for that motion? Hans Kraaijenbrink seconds. I'm sorry. Are there now questions or discussions? Amadeu.

Amadeu Abril i Abril: A couple of things. First, I would urge the President and the chair of this committee to add to this implementation committee or also to the policy side not only registries, registrars, and technical experts, but perhaps some specialists in comparative linguistics that sometimes are missing here, because it's not only purely a technical problem, even at the implementation level, you need some knowledge of the comparative linguistic problems you may have there at the technical level.

The second thing is a general comment regarding committees that we have made Shanghai many times about, you know, the uneasy feeling some Board members have, like me, about their composition or not. And clearly, regarding this IDN committee, I have said in and also asked the chair of this committee that I thought some new additions, some new – something new was needed for this committee, because I have probably the wrong impression that it lacks some nerve regarding some of the purely social problems of these aspects, not the technical ones.

Vinton Cerf: So a suggestion, Amadeu? You have – sitting right next to the current chair of the IDN committee, perhaps the two of you could consult, exchange e-mail, and do all other things to improve the quality of that operation, Katoh-san.

Masanobu Katoh: I do respect the comments he gave to us, and that's exactly what we have in mind.

Vinton Cerf: Okay. Are there any – by the way, I would just endorse personally the notion of getting an implementation working group or committee going, because the implementation of this idea of IDNs is clearly much more complicated than, frankly, I had hoped, because the way in which the technical standards came out, I think, left us with many more loose ends than some people had expected. That's not a criticism of the technical outcome. It is an observation that the outcome was the best that could reasonably be done and it still leaves us with many open-ended questions or what can and cannot be registered or what should and should not be registered.

So I think it's timely and appropriate for such a committee to be formed. Is there any other comment or question for – from the Board on this resolution? Okay. We ready to vote? All those in favor, raise your hand. Is there anyone who objects? Is there anyone who abstains? So it passes unanimously. And I appreciate that. And I know that, Katoh-san, you will recognize this as another example of the reward for good work is more work.

I'd like to call a break now for the next 20 minutes. We will reconvene at about 10 minutes after 9:00 to continue with the last remaining actions for this Board. So we will reconvene in 20 minutes.

(break)

Vinton Cerf: I'd like the Board members to take their seats, please.

Let's see, who are we missing? We're missing Nii and Alejandro.

Louis Touton: And Stuart.

Vinton Cerf: You're right; Stuart. All right. Ladies and gentlemen, we're reconvening the meeting. Thank you for taking a nice break. Those of you who wish to continue conferring, would you kindly leave the room. Otherwise, take your seats. As the room empties for lack of interest. Okay. We have a couple more actions to take, or reports to make, in the old Board. We just finished the IDN. Oh, I had a request from Helmut, who apologized for his tardiness this morning, due to his nonfunctioning alarm clock. So Helmut, you wanted to take a moment just to make remarks on the matters which we passed earlier on this morning. So please, you have the floor.

Helmut Schink: Yeah, thank you, Vint. I just wanted to make sure, I'm very sorry I was late this morning. I'm not sure my alarm didn't work or my ears didn't work. John Crain woke me up, so thank you for this.

So I missed the debate and the voting on the first two resolutions on the amendment of the bylaws and on the transition article. I just wanted to express my support for these two resolutions. And in case that I was there, I would have voted to support them. Thank you.

Vinton Cerf: Thank you very much. The next item has to do with the plans for – I'm sorry. Lyman.

Lyman Chapin : Thank you. Just a quick point of order. Do we have either of the two absent directors on the telephone link at this point or not?

Vinton Cerf: We do not. John Crain has kept me informed roughly every 15 or 20 minutes. So far, neither director has joined the bridge. To be fair, by the way, Karl Auerbach reported a severe storm of some sort, 25 centimeters of rain, in the San Francisco bay area, Santa Cruz, so it's conceivable he was unable to join because of physical problems there, and I don't know what to say about Jun Murai.

Future Meetings

So we come to future meetings, and I'd like to call upon the chairman of the meetings committee to report to the Board recommendations for the December meetings, 2003.

Jonathan Cohen: Thank you, Vint. I hope the Board will forgive me if we take a few minutes because we have an unusual situation involving the meeting in Africa.

The committee was faced with an extremely difficult choice. There were three good bids from Senegal, from Tunisia, and from South Africa. The two bids from Tunisia and South Africa stood, in this case, well above the requirements, but were equal. And the committee had a very difficult time. Both bidders had previously bid for ICANN meetings and had been unsuccessful. Both offered a quality of meeting well beyond the minimum specifications required by the Board for holding such a meeting. And yet, as we all understand, there can only be one meeting at one time.

And I'm going to ask the Board to consider something a bit unusual, but I'm hopeful that it will give its endorsement of our solution, which is hopefully a bit Solomonic. It is the recommendation of this Board to Stuart, and I believe he has accepted that recommendation, that the meeting for 2003, from December 1 to 5, in Africa be in Carthage, Tunisia. But because of the quality of the bid in South Africa and the clear interest of ICANN to hold a meeting in South Africa, what we're going to propose is that we do two things. One, that we change the order of meetings a bit, since there's no formal need or requirement to hold them in any specific order, and change the order so that the next meeting in Africa will be in November or December of 2004, and to – subject to South Africa's being willing to submit a bid of at least equal quality to the bid here submitted for the 2003 meeting, to make it a single-source bid for South Africa for 2004, so that they will have an opportunity to have that meeting in southern Africa within one year of this meeting. Thank you.

Vinton Cerf: Okay. So that essentially would require some editing of the resolution which we have, although we could probably break this into two, if we wanted to.

The current resolution simply authorizes the President to make the arrangements for the December 2003. So as our tireless secretary is now instantaneously modifying the resolution to add to it – this is where I stop to wait and see what I'm going to say next.

It actually – Louis, we aren't sure whether it's November or December, so....

Stuart Lynn: Can we say winter? Oh, no, it's not winter in South Africa.

Vinton Cerf: Down there it's the summertime, so we have a serious problem here. I think November/December 2004 is fine.

Louis Touton: How about that?

Vinton Cerf: Okay. It reads "resolved further that the Board expresses its intention to hold a November/December 2004 meeting in South Africa provided a suitable proposal is submitted" by South Africa.

Jonathan Cohen: By January 2004.

Vinton Cerf: – a suitable proposal is submitted by January of 2004. I guess that's sufficient. Suitable means the meetings committee decides if its suitable.

Stuart Lynn: Jonathan, that schedule makes it hard to reach your declared intent of getting a year in advance. Do you mean by January 2004 or –

Vinton Cerf: Is it possible to get this proposal in place before that, Jonathan?

Jonathan Cohen: Somebody indicated that would be the final date. How about if we say by June of 2003? By Montreal?

Vinton Cerf: June of 2003 would be – does that satisfy your concern, Stuart?

Stuart Lynn: (nods head.).

Vinton Cerf: It certainly satisfies mine. All right. So we have this resolution, which I assume you have implicitly put on the table, Jonathan; is that right?

Jonathan Cohen: I have done so implicitly.

Vinton Cerf: Is there a second? Nii seconds, and we'll assume the proposal – the resolution on the table is the amended version that you see before you. Are there any other questions or issues that the Board wants to raise about this resolution?

Okay. All those in favor, please raise your hand. Are there any opposed? Are there any abstentions? It's unanimous. And I want to thank and congratulate both our Tunisian friends and friends in South Africa for their support and, and the support of these two proposals. I've never been to Tunisia but I've wanted to see, so thank you very much.

Thanks to Robert Blokzijl

The next items are among my favorite because they get to say thank you where thank you is deserved, and we have several. First, we should observe that director Blokzijl has completed his term of incarceration on the Board, and is escaping. So I want to put a resolution on the table for Board consideration. Which reads,

Whereas, Robert Blokzijl was selected to the ICANN Board in October 1999 by the Address Supporting Organization. He has provided extraordinary service to ICANN and served with distinction during his long tenure as a Director. He served ably as chair of the Conflict of Interest Committee and as a member of the CEO Search Committee;
Whereas, his term of office officially expires at the close of the annual meeting of ICANN on 15 December 2002;
Now therefore it is resolved [02.156] that the ICANN Board of Directors expresses its deep gratitude to Dr. Blokzijl for his service to ICANN and the Internet community and wishes him success and satisfaction in the future.
So I put that resolution on the table, and I look for a second. Alejandro seconds. Are there any other – yes, Amadeu.

Amadeu Abril i Abril: (inaudible).

Vinton Cerf: Excuse me? Oh.

Stuart Lynn: Could I suggest, Mr. Chairman, that we approve this motion by acclamation?

Vinton Cerf: I think we can do that by acclamation. (applause).

Vinton Cerf: Mr. Blokzijl.

Robert Blokzijl: Two things. I have a friendly amendment to the motion. The second time my name is spelled wrong. Maybe that can be corrected.

Vinton Cerf: Oh, in the second –

Robert Blokzijl: I think this counts as a friendly amendment.

Vinton Cerf: In the second rendition of his name, –

Stuart Lynn: May I suggest instead Mr. Blokzijl change his name to make it more spellable. (laughter).

Vinton Cerf: I apologize for that.

Robert Blokzijl: My second short remark is it has been a pleasure to serve three years on this Board in very interesting times, and I have deep respect for all of you who sit through the next few months because whatever happens, those will be very interesting times as well, I think, and I wish you all good luck.

Vinton Cerf: Thank you, Rob. We can use it. The second item on the agenda is a thank you to Frank Fitzsimmons. And so I put this resolution on the floor – or on the table as well.

Thanks to Frank Fitzsimmons
Whereas, Frank Fitzsimmons was appointed to the ICANN Board in October 1998. He has provided extraordinary service to ICANN and served with distinction during his long tenure as a Director. He served ably as a member and chair of the Audit Committee;
Whereas, under the Transition Article of the new Bylaws of ICANN he may voluntarily terminate his term of office after the close of the annual meeting of ICANN on 15 December 2002;
Whereas, Frank Fitzsimmons has elected to end his term of office;
Now therefore it is resolved [02.157] that the ICANN Board of Directors expresses its deep gratitude to Mr. Frank Fitzsimmons for his service to ICANN and the Internet community and wishes him success and satisfaction in the future.

And is there a second for that? I see Linda. I would ask the Board to approve this resolution by acclamation. (applause).

Vinton Cerf: And I think the escapee may wish to make further remarks, but – if you wish.

Frank Fitzsimmons: Just to reiterate my thanks for the help we've received from both the Board and the community. It's been four long years  – actually two short years and two long years, is probably the best way to think of it. I think we can't forget the progress that's been made. And just to reiterate, I wish the Board and the community a lot of speed in the reform process and look forward with great interest to grappling and resolving and making progress on the IDN and the additional TLDs. So good luck and thank you.

Vinton Cerf: Thank you, Frank. And I would remind all escaping directors that you have the opportunity, though not the obligation, to help ICANN in its mission from your new positions. Finally, a thank you for arranging this meeting and operating it, which I now place on the table.

Thanks for Meeting Assistance

Whereas, ICANN has successfully completed its 2002 annual meeting in Amsterdam, the Netherlands;
Whereas, the planning and execution of the meeting, on short notice, has been extraordinary;
Resolved [02.158] that the Board thanks the RIPE NCC for its generous technical assistance with the meeting, and expresses its particular gratitude for the work of Bruce Campbell and Monica Cortes Sack;
Further resolved [02.159] that the Board notes its great appreciation to John Crain, Diane Schroeder, Mary Hewitt, Steve Conte, Laura Brewer, and Terri Darrenougue and the rest of the ICANN staff for their dedicated efforts in ensuring the smooth operation of the meeting.
And I call for a second. Which I see about 17 of them. And ask the Board to approve this resolution by acclamation. (applause).

Vinton Cerf: We need one of those things that they used to have in '50s television, the big sign that says "applause." (laughter).

Vinton Cerf: Ladies and gentlemen, that ends the agenda that I have for this meeting, except for the required comment from Amadeu. (laughter).

Amadeu Abril i Abril: Don't forget any other business, because sometimes some things appear. No, it was also an expression of gratitude. This is the 15th meeting, if we add Boston, that was just presentation, the 16th meeting of ICANN that I attend, all of them. And for the first time during the public comment period, the public forum, the audience devoted much more time to the substantial issues that we are supposed to deal with, gTLDs, IDN, than just structure and process. And I would like to express my personal gratitude and I think the Board gratitude for the community to help us focus on this; not only in terms of quantity but also of quality. I think the debate was not only very civil but also provided very good ideas and insights regarding the topics we were discussing yesterday. It is a first. I hope it's not a last. (applause).

Organizational Meeting of the Transitional Board

Welcome to New Members

Vinton Cerf: I think we all agree to that. So I now adjourn this meeting. But I now convene, as chairman pro tem, the meeting of the transitional Board. Which means that those Board members who are exiting the former Board should now leave this table, and the transitional Board members who are new to the Board should join us now, if they are present in the room. I hope you appreciate that the chairs have been warmed by previous Board members. Before we get to the substance of this Transition Board meeting, first let me thank our two new members for their commitment to serving ICANN. We welcome you to the Board. Second (applause).

Vinton Cerf: Second, for clarification, we are going to take up only a small bit of business in this organizational meeting. There are a number of committees that will have to be repopulated, as was clear from the discussion with the previous Board just earlier today. We will not undertake to populate those committees today. We will do this by way of a telephone conference call during the month of January, and probably some discussions by e-mail. But we do have to arrange to reaffirm the officers of the corporation and to elect officers of the Board. So I'm feeling a little awkward about the first two resolutions. I don't think it's appropriate for me to put them on the table. But perhaps I could call on another Board member to do that. Ivan.

Ivan Moura Campos: Yes, or Linda.

Vinton Cerf: Ivan, why don't you take the first one and Linda takes the second one.

Ivan Moura Campos: Should I read it?

Election of Board Chairman

Resolved [02.160] that Vinton Cerf is elected as Chairman of the Transition Board under Article XX, Section 2(2) of the Bylaws, 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 other disqualification from service, or until his successor shall be elected and qualified.

Vinton Cerf: Lyman Chapin seconds. Is there any discussion of this resolution. I'm debating it. One should bear in mind, it's important for everyone to recognize that this election, if it is agreed by the Board, is only until such time as we constitute the new Board under the new rules. And at that point, new chairman and have you vice-chairman and other officers would be considered and elected. So if I am elected under this resolution, I'm simply serving through that period until the new Board is constituted. So is there any other discussion? All those in favor, please raise your  – (applause).

Vinton Cerf: Thank you. Linda.

Election of Board Vice-Chairman

Linda Wilson:

Resolved [02.161] that Alejandro Pisanty is elected as Vice-Chairman of the Transition Board under Article XX, Section 2(2) of the Bylaws, 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 other disqualification from service, or until his successor shall be elected and qualified.

Vinton Cerf: Is there a second? Hans seconds. Is there any further discussion? Alex.

Alejandro Pisanty: Last year when it was moved that I would be elected for a second period as vice chair of the Board, it was general agreement and it was my understanding that I would only be vice chair for one more year. I'm very keen in seeing rotation. A good combination between stability and renewal requires rotation of these vital posts in the Board. And therefore, it's only in the understanding of continuing present labors and for the Transition Board that I will remain in this position; make it immediately available as soon as the commissions are changed.

Vinton Cerf: So you cleverly already built your escape hatch. I'm impressed by that. Any other comments? All right. All those in favor, please – (applause).

Vinton Cerf: Thank you. And finally, there are three resolutions which I would like to just take up en bloc to confirm the officers of the corporation.

You see before you three resolutions. With your permission, I will simply read them.

Election of Corporate Officers

Resolved [02.162] that M. Stuart Lynn be, and hereby is, elected as President and Chief Executive Officer of the Corporation, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified.

Resolved [02.163] that Louis Touton be, and hereby is, elected as Vice President, General Counsel, and Secretary of the Corporation, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified.

Resolved [02.164] that Diane Schroeder be, and hereby is, elected Chief Financial Officer of the Corporation, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold her office until her resignation, removal, or other disqualification from service, or until her successor shall be elected and qualified.

So those are the resolutions to complete the business of this transitional Board. Are there any questions? First of all, I put this on the table as a resolution. I ask for a second. I see one from Sang-Hyon.

Are there any other questions or clarifications or issues with these resolutions? All right. All those in favor, please clap. (applause).

Vinton Cerf: And that, ladies and gentlemen, completes the business of the Transitional Board's organizational meeting. It completes the business of this organization here in the Netherlands. It does not complete the business of ICANN, nor does it complete the business of the Internet. That lies in the hands of all of you. So I look forward to continuing the work. We will see you all again at the next meeting, and of course on the 'net.

Thank you for joining us, and this meeting is now formally adjourned. (applause)

(9:38 a.m.) Deliberating at the beginning of the year. And therefore, we would expect that somewhere between the Rio and the Montreal meeting, we should – that means between March and June – we should have enough members of the new Board to make this transition.

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