Preliminary Report Meeting of the ICANN Board in Yokohama 16 July 2000

At its meeting on 16 July, in Yokohama, the ICANN Board of Directors approved the following resolutions.

New Top-Level Domains

Whereas, the Domain Name Supporting Organization (DNSO) has conducted a consensus-development process on the introduction of new TLDs and the issues concerning the protection of famous trademarks in the context of introduction of new TLDs;

Whereas, the Names Council of the DNSO made a set of recommendations to the Board on 18/19 April 2000, including the recommendation that the Board establish a policy for the introduction of new gTLDs in a measured and responsible manner;

Whereas, the Names Council of the DNSO made a second set of recommendations to the Board on 19 May 2000, which concerned Famous Trademarks and the Operation of the DNS;

Whereas, the ICANN staff has posted a document entitled "ICANN Yokohama Meeting Topic: Introduction of New Top-Level Domains" on 13 June 2000 and sought public comment on the web site concerning the Names Council recommendations and related issues;

Whereas, over 1,300 comments were received on the ICANN web site in response to the staff posting;

Whereas, on 15 July 2000 a public forum was held in Yokohama concerning the issues discussed in the staff paper;

Whereas, the Names Council recommendations were transmitted to the Protocol Supporting Organization and the Address Supporting Organization for their comment regarding the implications on activities within their scopes of primary responsibility;

Whereas, no negative comment was received from either Supporting Organization;

Resolved [00.46], that the Board hereby adopts the Names Council's recommendation that a policy be established for the introduction of new TLDs in a measured and responsible manner.

Resolved [00.47], that the President is authorized to implement this policy according to the following schedule, which the President may adjust if necessary to accommodate circumstances that arise:

1 August 2000 - ICANN to issue a formal call for proposals by those seeking to sponsor or operate one or more new TLDs, accompanied by a New TLD Registry Application Form, instructions for filling out the application, and a statement of criteria for the Board's eventual decision.

1 October 2000 - Deadline for ICANN's receipt of applications. Portions of these applications deemed appropriate for publication for purposes of public comment or otherwise will be posted on ICANN's web site.

15 October 2000 - Close of period for public comments on proposals.

20 November 2000 - After approval by the Board, ICANN to announce selections for negotiations toward entry of agreements with registry sponsors and operators.

31 December 2000 - Target date for completion of negotiations.

Resolved [00.48], the President is authorized to establish a non-refundable fee of USD $50,000 for the submission of an application to become a sponsor or operator of a registry, which the Board finds is a reasonable estimate of ICANN's costs likely to be associated with receipt and evaluation of such applications, and follow-up.

Resolved [00.49], in connection with applications, the President should seek information that he determines is appropriate. Without limiting the information that may be sought, the Board commends to the President's consideration the data elements described in section IV of the staff paper, and also notes that the data elements should include:

full information about the technical, business, management, and financial capabilities of the proposed operator of the registry;

a detailed description of the policies contemplated to promote orderly registration of names in the initial phases of introduction of the TLD;

full details concerning arrangements proposed to protect users in the event of registry failure; and

measures proposed for minimizing use of the TLD to carry out infringements or other abuses of intellectual property rights.

Resolved [00.50], that the President is authorized to establish guidelines for assessing which proposals to select for negotiations toward entry of agreements with registry sponsors and operators. The Board commends the following topics to the President for inclusion in the guidelines:

The need to maintain the Internet's stability, and especially the protection of domain-name holders from the effects of registry or registration-system failure.

The extent to which selection of the proposal would lead to an effective "proof of concept" concerning the introduction of top-level domains in the future, including the diversity the proposal would bring to the program, such as fully open top level domains, restricted and chartered domains with limited scope, noncommercial domains, and personal domains; and a variety of business models and geographic locations.

The enhancement of competition for registration services at the registry and registrar level.

The enhancement of the utility of the DNS.

The evaluation of delegation of policy-formulation functions for special-purpose TLDs to appropriate organizations.

The extent to which the proposal would meet previously unmet types of needs.

The importance of appropriate protections of rights of others, including intellectual property rights, in connection with the operation of the TLD, especially during the start-up phases.

Resolved [00.51], that the President is authorized to seek technical advice from appropriate individuals or organizations to assist the evaluation of proposals.

Bylaws on Membership

Whereas, the Board in Cairo adopted a set of resolutions substantially revising the structure and form of the At Large membership and election process, and directing the ICANN staff to prepare and post for public comment conforming amendments to Article II of the Bylaws;

Whereas, the staff's proposed Bylaws amendments were posted for over one month, and the subject of extensive comment at the 15 July public forum in Yokohama;

Whereas, the Board agrees that certain modifications to the staff's proposal are necessary to clarify the scope and purpose of the post-election study, and to assure the retention of nine At Large Directors on the Board during the entire period from the annual meeting in 2000 to the annual meeting in 2002; it is

Resolved [00.52], that the Board adopts the following amendments to the ICANN Bylaws:

1. The provisions of Article II of the Bylaws are repealed, and replaced with the following:

Article II: Membership

Section 1. General

The Corporation shall not have members as defined in the California Nonprofit Public Benefit Corporation Law ("CNPBCL"), notwithstanding the use of the term "Member" in these bylaws, in a selection plan adopted by Board resolution, or in any other action of the Board. Instead, the Corporation shall allow individuals (described in these bylaws as "Members") to participate in the activities of the Corporation as described in this Article II and in a selection plan adopted by Board resolution, and only to the extent set forth in this Article II and in a selection plan adopted by Board resolution.

Section 2. Plan for Selection of Five "At Large" Directors in the Year 2000

Five persons shall be nominated and selected by no later than November 1, 2000, to become "At Large" Directors according to a selection plan adopted by the Board. They shall be seated at the conclusion of the Annual Meeting of the Corporation in 2000.

Section 3. Terms of "At Large" Directors

The five "At Large" Directors seated as described in Section 2 shall serve terms that expire at the conclusion of the Annual Meeting of the Corporation in 2002.

Section 4. Temporary Committees

There shall be two temporary committees to assist in implementing the selection plan mentioned in Section 2 of this Article. The first Committee, the Nominating Committee, shall consist of four Directors of the Corporation and three other individuals, one of whom shall be the current Chair of the Internet Architecture Board. It shall have the responsibility for nominating individuals for possible selection as "At Large" Directors. Notwithstanding anything to the contrary in Article III, Section 4, its choice of nominees shall not be subject to review or reconsideration by the Board. The second committee, the Election Committee, shall consist of three Directors of the Corporation and four other individuals, including at least one with significant expertise in monitoring elections to ensure compliance with election procedures. It shall have the responsibility of recommending to the Board procedures for carrying out and overseeing the selection of five "At Large" Directors under the selection plan. Each committee shall serve pursuant to a charter adopted by the Board, and will cease to exist as soon as it has carried out the functions identified in that charter. Each committee will establish its own rules and procedures, which must be consistent with its charter.

Section 5. Study of "At Large" Membership

Beginning immediately following the conclusion of the Annual Meeting of the Corporation in 2000, the Corporation shall initiate a comprehensive study of the concept, structure and processes relating to an "At Large" membership for the Corporation. The study shall be structured so as to allow and encourage the participation of organizations worldwide, and shall be a "clean sheet" study -- meaning that previous decisions and conclusions regarding an "At Large" membership will be informative but not determinative, and that the study will start with no preconceptions as to a preferred outcome. The study shall include, but not necessarily be limited to, the following issues, taking into account the limited technical and administrative responsibilities of ICANN:

Whether the ICANN Board should include "At Large" Directors;

If so, how many such Directors there should be;

How any such "At Large" Directors should be selected, including consideration of at least the following options: selection by an "At Large" membership; appointment by the existing Board; selection or appointment by some other entity or entities; and any combination of those options;

If selection by an "At Large" membership is to be used, the processes and procedures by which that selection will take place; and

What the appropriate structure, role and functions of an "At Large" membership should be.

The Board shall establish, by the Annual Meeting in 2000, a process and structure for the study that will enable it to meet the following deadlines:

a. The results of the study should be presented to the Board no later than the second quarterly meeting of the Corporation in 2001;

b. The Board shall review the study, and propose for public comment whatever actions it deems appropriate as a result of the study, on a schedule that would permit the Board to take final action on the study no later than the Annual Meeting of the Corporation in 2001; and

c. Any actions taken by the Board as a result of the study that require the selection of any "At Large" Directors should be implemented on a schedule that will allow any new "At Large" Directors to be seated no later than the conclusion of the Annual Meeting of the Corporation in 2002.

2. Article V of the Bylaws is amended as follows:

a. Section 1 is amended to delete the second sentence and replace it with the following language:

"Five of the "At Large" members of the Initial Board, to be determined by the "At Large" members of the Initial Board, shall serve until the conclusion of the Annual Meeting of the Corporation in 2000. The remaining four "At Large" members of the Initial Board shall serve until the conclusion of the Annual Meeting of the Corporation in 2002."

b. Section 4(iv) is amended to read as follows:

"(iv) Nine (9) "At Large" members of the Initial Board during their terms of office prescribed in Section 1 of this Article, and any successors; and"

c. Section 6 is amended to delete the words "and the At Large Council" from the second sentence.

d. Section 9(a) is amended to read as follows:

"(a) "At Large" Directors shall be selected pursuant to the provisions of Article II of these Bylaws."

e. Section 9(c)(2). is amended to read as follows:

"2. The term of "At Large" members of the Initial Board shall expire as stated in Section 1 of this Article;"

f. Section 9(c)(3). is amended to read as follows:

"3. The term of the five At Large Directors seated pursuant to Article II, Section 2 of these Bylaws shall expire as stated in Article II, Section 3; and"

g. The last (unnumbered) paragraph of Section 9(c) is amended to read:

"Each Director, including a Director selected to fill a vacancy or selected at a special meeting, shall hold office until expiration of the term for which selected and qualified and until a successor has been selected and qualified or until that Director resigns or is removed in accordance with these bylaws, provided that no "At Large" Director selected pursuant to Article II of these Bylaws shall continue to hold office after the expiration of his or her term even if a successor has not been selected and qualified. No Director may serve more than two (2) terms."

h. Section 11 is amended to delete the third sentence and, in the fifth sentence, the words "or At Large Council" and the words "or more than one At Large Director."

i. Section 12 is amended to delete the second and third sentences, and replace them with the following sentence:

"Any vacancy occurring on the Board of Directors involving an "At Large" Director, whether from the Initial Board or seated under Article II, Section 2 of these Bylaws, shall be filled by a vote of the remaining Directors."

3. Article VII of the Bylaws is amended to add a subsection (c) to Section 1, to read as follows:

"(c) The Board may establish such temporary committees as it sees fit, with duties and responsibilities as set forth in the resolutions or charters adopted by the Board in establishing such committees."

4. In Article IX, the second sentence is amended by deleting "or At Large Council".

Bylaws on Minutes

Resolved [00.53], that Article III, Section 2 is amended to read as follows:

ACCESS TO INFORMATION

(A) All minutes of meetings of the Board, Supporting Organizations (and any councils thereof) and Committees shall be approved promptly by the originating body.

(B) No later than five (5) days after each meeting, any actions taken by the Board shall be made publicly available in a preliminary report on a publicly-accessible Internet World Wide Web site maintained by the Corporation (the "Web Site"); provided, however, that any actions relating to personnel or employment matters, legal matters (to the extent the Board determines is necessary or appropriate to protect the interests of the Corporation), matters that the Corporation is prohibited by law or contract from disclosing publicly and other matters that the Board determines, by a three-quarters (3/4) vote of Directors voting, are not appropriate for public distribution shall not be included in the preliminary report made publicly available. For any matters that the Board determines not to disclose, the Board shall describe in generic terms in the relevant preliminary report the reason for such nondisclosure.

(C) No later than the day after the date on which they are formally approved by the Board, the minutes shall be made publicly available on the Web Site; provided, however, that any minutes relating to personnel or employment matters, legal matters (to the extent the Board determines is necessary or appropriate to protect the interests of the Corporation), matters that the Corporation is prohibited by law or contract from disclosing publicly and other matters that the Board determines, by a three-quarters (3/4) vote of Directors voting, are not appropriate for public distribution shall not be included in the minutes made publicly available. For any matters that the Board determines not to disclose, the Board shall describe in generic terms in the relevant minutes the reason for such nondisclosure.

Sublease for Additional Office Space

WHEREAS, the University of Southern California, from which the Corporation currently subleases its offices in Marina del Rey, has offered to amend the sublease to add additional, adjacent office space to the demised premises;

WHEREAS, the Board determines that entry of this sublease is in the best interests of the Corporation;

Resolved [00.54], that the President is authorized on behalf of the Corporation to enter into an addendum to the Corporation's lease for its present offices in Marina del Rey under which additional office space, consisting of approximately 2435 rentable square feet, is added to the demised premises with additional rent not to exceed $5000 per month and improvement costs borne by the Corporation not to exceed $40,000;

Resolved further [00.55], that the President is authorized to include in the addendum authorized by resolution 00.54 a provision under which the improvement costs borne by the Corporation are to be paid over the remaining term of the sublease with an interest rate not to exceed 12% per annum.

Appointment of Auditors

Whereas, in accordance with its charter, the Audit Committee has received and evaluated a proposal for audit services from KPMG, LLP; and

Whereas, the committee has recommended the proposal be accepted; it is

Resolved [00.56], that KPMG, LLP, are appointed to conduct the annual financial audit of the Corporation for the fiscal year ending June 30, 2000, for a fee not to exceed $20,000; and

Resolved [00.57], that the President is authorized to enter an engagement letter with KPMG, LLP for this purpose.

Root-Server System Enhancement

Whereas, on July 15, 2000, the Root Server System Advisory Committee has presented a report to the Board containing its recommendations to the Board for implementation of an enhanced root-server-system architecture employing a dedicated primary nameserver;

Resolved [00.58], the Root Server System Advisory Committee's recommendations are hereby adopted;

Resolved [00.59], the President and staff are directed to prepare, in collaboration with the Root Server System Advisory Committee, a proposal to be submitted to the United States Department of Commerce for transition of the current root-server-system architecture to an enhanced architecture based on use of a dedicated primary nameserver operated by ICANN. It is the wish of the Board that this proposal be submitted no later than the end of August, 2000;

Resolved [00.60], the President, after making the proposal available to the Board members, is authorized on behalf of the Corporation to submit the proposal to the United States Department of Commerce;

Resolved [00.61], the President and staff are authorized to negotiate agreements with the root-server operators regarding their operation of the root servers and the President is authorized to enter such agreements on behalf of the Corporation subject to ratification by the Board;

Resolved [00.62], the President is authorized on behalf of the Corporation to negotiate agreements or amendments of agreements with the United States Department of Commerce providing for the Corporation to assume responsibility for maintaining the root-zone file and establishing appropriate arrangements for approval of root-zone modifications, such agreements to be presented to the Board for approval or ratification; and

Resolved [00.63], the President is authorized to expend funds, after consultation with the Executive Committee, from the current year's budget of the Corporation to acquire equipment and software in support of the Corporation's assumption of responsibility for maintaining the root zone.

Definition of ICANN's Geographic Regions

Whereas, Article V, Sec. 6, of the ICANN Bylaws calls upon the Board to determine a specific allocation of countries among five general geographic regions (Europe; Asia/Australia/Pacific; Latin America/Caribbean islands; Africa; North America); and

Whereas, this year's At Large membership elections will entail the selection of one Director from each of ICANN's five geographic regions; and

Whereas, the Governmental Advisory Committee, upon the ICANN staff's request for advice, recommended that "With regard to the definition of ICANN's Geographic Regions, ICANN should make reference to existing international norms for regional distribution of countries," it is

Resolved [00.64], that the staff is directed to assign countries to geographic regions on the basis of the United Nations Statistics Division's current classifications of "Countries or areas, codes and abbreviations," as revised 16 February 2000, and "Composition of macro geographic (continental) regions and component geographical regions," as revised 16 February 2000.

Authorization to Contract with Voting System Vendor

Whereas, the Election Committee has received several credible proposals from prospective vendors of online voting systems; and

Whereas, the Election Committee is working to review the proposals and make a recommendation to the President and CEO; it is

Resolved [00.65], that the President is authorized to enter into a contract with a vendor of online voting systems, on the best terms available.

At Large Director Selection Plan

Resolved [00.66], that the Board endorses the overall plans for the Year 2000 "At Large" Director selection process recommended by the staff and Election Committee (in the documents entitled "ICANN At Large Election: Proposed Rules for Member-Nomination," posted May 19, 2000 as updated July 6, 2000, and "Draft Recommendation on Election Procedures," posted June 23, 2000) subject to the revisions and clarifications in resolutions 00.67 and 00.68 below; adopts them as so revised and clarified as part of a selection plan for "At Large" Directors under Article II, Section 2 of the bylaws; and directs the President to implement the At Large election schedule substantially in accord with the staff's proposed dates and deadlines; and

Resolved [00.67], that the Board endorses and accepts the Election Committee's recommendations, with the following clarifications:

The Board approves the use of Alternative/Preferential Voting to conduct the election.

The Board directs the President to appoint a number of suitably qualified individuals to monitor the election process in accordance with the scope of responsibilities defined in the Election Committee's Recommendation 6.

Resolved [00.68], that the Board adopts the following rules for the member-nomination phase:

1. An individual seeking to be nominated by the membership must notify ICANN by email of his/her wish to do so. The email must include the following information:

Name

Country of citizenship

Place of residence

Physical address and phone number

Email address

Employer(s)

A statement not to exceed 250 words addressing the individual's qualifications and experience specifically relevant to (a) ICANN's technical and administrative responsibilities, and (b) his/her leadership and policy-level roles.

Information indicating material ICANN-related interests, including an identification of:

Employment and consulting relationships

Ownership or investment interests in any ICANN-related businesses

Official positions in any ICANN-related businesses or organization

Any background information, personal statement, URL, or other information the candidate would like posted in connection with his/her name on the ICANN website.

Whether the individual is an official of a national government or a multinational entity established by treaty or other agreement between national governments, such as an elected official or employee of a government or multinational entity.

2. The deadline for an individual to notify ICANN of her/his wish to be nominated by the membership will be August 14.

3. For each individual seeking to member-nominate, ICANN will provide a web page listing the information in Rule 1, except for physical address, phone number, and email address (unless requested by the individual). The pages will be indexed on a common page, grouped by geographic region.

4. ICANN will provide a cgi interface that will allow any At Large Member to indicate support for a given candidate for member-nomination, by entering her/his membership number, password, and PIN number.

5. Each At Large Member will be able to indicate support for one candidate in his/her geographic region for member-nomination.

6. ICANN will send periodic email notifications to the At Large Membership, listing the names of individuals seeking to member-nominate and pointing members toward the web pages for candidates.

7. To obtain a place on the final ballot, an individual seeking member-nomination must meet the following conditions:

Support from 2% of the At Large Members in her/his geographic region, or 20 members, whichever is greater;

Support from residents of at least two (2) countries;

Subject to an absolute limit of 7 candidates per region, including both Nominating Committee-nominated and member-nominated candidates, except that in the event of a tie in which the number of threshold-exceeding tied candidates exceeds the number of available nominations, all tied candidates will be placed on the ballot.

8. The member-nomination process will conclude upon the announcement of the final ballot, which will include the candidates nominated by the Nominating Committee and any candidates who have met the conditions for member-nomination.

Contributions of Becky Burr

Whereas:

Becky Burr will shortly leave her position with the Department of Commerce, where she has been deeply involved in the various activities that eventually lead to the creation of ICANN. Her work in dealing with the unique effort of the United States Government to generate international support for the privatization of the DNS technical and administrative management, and then in making this concept become a reality, has been critical to the success of this unprecedented project. She has effectively dealt with the technical community, the public interest community, the business community, the international community, and the United States Congress, often in very difficult and contentious circumstances. Along with her colleagues at the Department of Commerce, she played an essential facilitating role in not only the creation of ICANN, but also in its creation of contractual relationships with many of the important elements of the Internet community which have been and will be instrumental in its continued viability as an effective global, private sector, consensus creation body.

It would not be an overstatement to conclude that, without the enormous contributions of Becky Burr, ICANN would not be here today, or at a minimum would not have made the very significant progress that is reflected at this meeting. She could not have done it alone, but we could not have done what we have done without her tireless devotion to the objective of a viable and effective ICANN.

Therefore [00.69], the ICANN Board, on behalf of the worldwide Internet community, expresses the deepest appreciation and respect for the critical contributions of Becky Burr to ICANN and the concept of global private sector management of the technical and administrative aspects of the DNS.

Thanks to Local Hosts and Sponsors

Whereas, under the leadership of Naomasa Maruyama, Vice President of JPNIC and Professor Jun Murai, President of JPNIC, the local hosts of ICANN's Yokohama meetings have far exceeded all expectations;

Whereas, the Board and staff have enjoyed unparalled hospitality, organization, and good spirit from all of the JPNIC staff; and

Whereas, the Board notes with happy concern that the local host committee has set an impossibly high standard for future meetings, it is:

Resolved [00.70] that the Board and staff express their sincere thanks to the Yokohama meeting primary sponsor, JPNIC, the Yokohama host committee, Masa Maruyama, Chairman of the host committee and Vice President of JPNIC, Professor Jun Murai, President of JPNIC and member of the ICANN Board, the JPNIC staff, and the sponsors of these meetings:

• BulkRegister.com
• eNic
• Dotster, Inc.
• Image Online Design, Inc.
• Melbourne IT
• Network Solutions Registrar
• Network Solutions Registry
• NeuStar, Inc.
• Speednames
• tucows.com
• IBM Japan, Ltd.
• interQ Inc.
• Software Research Associates, Inc.
• KDD Corporation
• Japan Internet Providers Association
• Japan Information Service Industry Association
• Software Information Center
• FastNet, Inc.
• Fujitsu Limited
• Japan Internet Exchange Co., Ltd.
• Procurement Services International K.K. / Web Domains

Honto ni arigato gozaimasu!