Corporation for Assigned Names and Numbers
(ICANN) is the non-profit corporation that was formed to assume
responsibility for the IP address space allocation, protocol
parameter assignment, domain name system management, and root
server system management functions previously performed under
U.S. Government contract by IANA and other entities. The performance
of these functions is currently in transition from the United
States Government to ICANN pursuant to a Memorandum
of ICANN is composed of nineteen Directors: nine At-Large
Directors, nine selected by ICANN's three
supporting organizations, and the President/CEO (ex officio).
Biographies of the current members of the ICANN Board are available
Later this year, five of the initial 9 interim At Large Directors
will be replaced by 5 new At Large Directors selected by ICANN's
At Large Members
in a worldwide online election.
ICANN has chartered a Nominating
Committee to nominate a set of candidates for the consideration
of the At Large Members. The ICANN Nominating Committee actively
seeks suggestions of candidates and/or expressions of interest from
members of the Internet community. The deadline for expressions
of interest is July 10, 2000.
In addition, the ICANN Staff have posted
Rules for Self-Nomination as an alternate method of becoming
a candidate for the At Large Elections. The current Board is
expected to act on these proposed rules at its board
meeting in Yokohama, Japan on July 16th.
ICANN has also chartered an Election
Committee to recommend rules and procedures for conducting
the election. The Election Committee has posted recommendations
regarding all phases of the election process. The Board is expected
to act on these recommendations at its meeting in Yokohama.
The public has been invited to join the
At Large Membership.
ICANN has received over 45,000 applications for At Large Membership
and will continue to accept applications for several more weeks.
The nomination period, voter education
period, and voting period are scheduled to take place over the
next three months.
California Non-Profit Corporation
ICANN is incorporated under California's
Non-Profit Corporation Law. The position of an At Large Director
is thus a director of a California non-profit corporation with
all of the attendant duties and responsibilities to the Corporation
under California law.
Directors are volunteers; there is no payment
Term of Service of At Large Directors
The five At Large Directors selected in
2000 will serve until the conclusion of ICANN's annual meeting
in 2002 (probably in November).
Number of Meetings
The board meets 3 or 4 times a year. The
meetings take place around the world, with an attempt to rotate
among the various regions. Past meetings were held in Singapore,
Berlin, Santiago de Chile, Los Angeles, and Cairo. The remaining
two meetings this year will be held in Yokohama (in July) and
Los Angeles (in November).
Reimbursement for Travel Expenses
Generally, travel, hotel and related
expenses incurred to attend ICANN meetings are reimbursed.
In light of ICANN's limited resources,
ICANN can provide only modest, reasonable accomodations and reimbursements.
Expectation of Independence
Directors are expected to be free of any
obligations to a third party for actions taken as a director.
This expectation is expressed in ICANN's bylaws in Article
V. Section 8:
Directors shall serve as individuals who
have the duty to act in what they reasonably believe are the
best interests of the Corporation and not as representatives
of the subordinate entity that selected them, their employers,
or any other organizations or constituencies.
Conflicts of Interest Policy
ICANN has a Conflicts
of Interest Policy with respect to its directors. The purpose
of the Conflicts of Interest policy is to ensure that ICANN's
deliberations and decisions are made in the interests of the
global Internet community as a whole, and to protect ICANN's
interests when it is contemplating entering into a transaction,
contract, or arrangement that might benefit the private interest
of an Interested Director, Officer or Person (as defined below).
An Interested Director, Officer or Person may not use his or
her position with respect to ICANN, or confidential corporate
information obtained by him or her relating to ICANN, in order
to achieve a financial benefit for himself or herself or for
a third person, including another nonprofit or charitable organization.
In summary, the Conflicts of Interest Policy
requires that each director disclose any possible conflicts of
interest and abstain from voting on any issue on which he/she
has conflict. In addition, Directors are required to submit a
statement of all business affiliations annually and upon request
from the Conflicts of Interest Committee. The full Conflicts
of Interest Policy is available at http://www.icann.org/committees/coi/coi-policy-04mar99.htm.
Indemnification of Directors
With respect to indemnification of and
insurance for Officers and Directors of ICANN, Article
IX of ICANN's bylaws state:
The Corporation shall, to maximum extent
permitted by the CNPBCL, indemnify each of its agents against
expenses, judgments, fines, settlements and other amounts actually
and reasonably incurred in connection with any proceeding arising
by reason of the fact that any such person is or was an agent
of the Corporation. For purposes of this Article, an "agent"
of the Corporation includes any person who is or was a Director,
Officer, employee or any other agent of the Corporation, including
members of any Supporting Organization or At Large Council acting
within the scope of his or her responsibility and on behalf of
the best interests of the Corporation; or is or was serving at
the request of the Corporation as a Director, Officer, employee
or agent of another Corporation, partnership, joint venture,
trust or other enterprise. The Board may adopt a resolution authorizing
the purchase and maintenance of insurance on behalf of any agent
of the Corporation against any liability asserted against or
incurred by the agent in such capacity or arising out of the
agent's status as such, whether or not this Corporation would
have the power to indemnify the agent against that liability
under the provisions of this Article.
California corporations code section 5239(a)
5239. (a) There shall be no personal liability
to a third party for monetary damages on the part of a volunteer
director or volunteer executive officer of a nonprofit corporation
subject to this part, caused by the director's or officer's negligent
act or omission in the performance of that person's duties as
a director or officer, if all of the following conditions are
(1) The act or omission was within the
scope of the director's or executive officer's duties.
(2) The act or omission was performed in
(3) The act or omission was not reckless,
wanton, intentional, or grossly negligent.
(4) Damages caused by the act or omission
are covered pursuant to a liability insurance policy issued to
the corporation, either in the form of a general liability policy
or a director's and officer's liability policy, or personally
to the director or executive officer.
In the event that the damages are not covered
by a liability insurance policy, the volunteer director or volunteer
executive officer shall not be personally liable for the damages
if the board of directors and the corporation had all made reasonable
efforts in good faith to obtain available liability insurance.
ICANN currently has an insurance policy covering
both general liability and Directors' and Officers' liability
and will continue to make reasonable, good faith efforts to obtain
insurance policies in the future.
Those interested in the legal effect of the California Non-Profit
Corporations Law may wish to retain a legal advisor.
Non-Eligibility of Government Officials
Government officials are not eligible to
serve on the ICANN Board. This requirement is stated in ICANN's
V. Section 5:
Notwithstanding anything herein to the
contrary, no official of a national government or a multinational
entity established by treaty or other agreement between national
governments may serve as a Director. As used herein, the term
"official" means a person (a) who holds an elective
governmental office or (b) who is employed by such government
or multinational entity and whose primary function with such
government or entity is to develop or influence governmental
or public policies.