Scribe's Notes
 November 4, 1999
Los Angeles, California
Meeting of the ICANN Board of Directors
Note that these notes are unofficial; see ICANN's Preliminary Report of the LA Meeting page for official minutes.

I.   Welcome – Dyson
   A.   Cohen: Incredible accomplishment by original Board facing difficult challenges. If years ahead are productive and relatively easier for us, it’s thanks to their efforts.
II.   Proposed NSI/DoC/ICANN Agreements
   A.   Dyson: What’s the status? Better now or later?
   B.   Sims: Let’s do housekeeping first. Presentation will be better with a few minutes of preparation.
III.   Dates and Locations of Meetings in 2000: Roberts
   A.   March 7-9. At least one of the new Board Members not here today can’t be there in March either. Move forward or backward by a week to suit? To a different location? Have to be careful accommodate everyone’s schedules – and a bigger challenge now.
   B.   Week preceding (February 29-March 3, especially 1&2)? Wong and Dyson cannot. Week following (15&16)? Dyson and Murai. 8&9? Everyone present is OK for that week. So Board Members present can make the original schedule; need to check with those not present.
   C.   Abril i Abril: Middle of the week more likely to have agenda conflicts. Bad for family life, but only a few times a year. Also a cost-savings for at least certain flights.
       1.   Roberts: Tradeoffs. Affiliated bodies wish to work around main meetings.
       2.   Conrades: Suggest keep dates as they are. To change these dates at the last minute would be a mistake.
   D.   Roberts: Staff will proceed on the basis of the 7-9 previously agreed. Will attempt to connect Cerf in some way, perhaps electronically.
   E.   Crew: July meeting?
       1.   Roberts: Planning tied to INET conference in Yokahama. Propose July 15 & 16.
       2.   Pisanty: Hard to attend the weekend before INET because regional workshops take place before. Time difference traveling would make it even harder. Perhaps better to meet after INET?
       3.   Roberts: Happy to consider as much. Our agreement with INET was that we would not schedule on top of their conference. They run through noon of Friday the 21st. The weekend of the 22nd? Saturday and Sunday the 22nd and 23rd of July? Preference between the two?
           • Conrades: Thought there was a reason to schedule it as we did. To avoid overlay with INET. Other reasons also?
           • Murai: Originally discussed Sunday-Monday timeframe but that conflicted with ISOC Board Meeting. Have to decide now in order to get room allocation.
           • Roberts: Unlikely that anyone would stay afterwards, but we might attract people before. So keep prior dates of Saturday and Sunday before, the 15th and 16th?
   F.   Kraaijenbrink: Possibilities in September/October for Annual Meeting? Might be best to have it earlier given expiration of agreements and other expected agenda items?
       1.   Wilson: Not enough time between July and September to do work to provide something to meet about?
       2.   Crew: More time to select At-Large Directors would be helpful.
       3.   Roberts: There will be vacancies in positions for At-Large Board at end of September. Suggest we schedule a meeting in September.
       4.   Abril i Abril: Last week in September?
       5.   Wong: 27th and 28th?
       6.   Roberts: May not be here in LA.
       7.   Abril i Abril: Have to plan two meetings after July. DNSO MoU and other agreements create deadlines in October.
       8.   Agreed on September 27-28.
       9.   Roberts: No decision yet on three or four meetings.
       10.   Dyson: Board meetings by phone when necessary.
       11.   Abril i Abril: Where is the March meeting to take place?
       12.   McLaughlin: Suggestions / offers solicited for Africa meeting places.
IV.   Other Matters [documents read by McLaughlin]
   A.   Annual Election of Officers
       1.   Dyson as Chairman of the Board
           • Dyson: Should it say when I have to resign?
           • McLaughlin: Operates automatically when you lose your spot on the board.
       2.   Wong as Vice-Chairman of the Board .
   B.   Executive Committee: Chairman plus other Members, Wong, Pisanty, Kraaijenbrink, Roberts. Will have and may exercise all powers of the Board including financial matters. Will keep written record of actions taken.
       1.   Such a committee already created, but previously this was made “interim.”
       2.   Any decision made by the Executive Committee can be reviewed by full Board at next meeting.
       3.   Wilson: Need to say “subject to subsequent approval by full board” or something similar.
       4.   Touton: Certain things are beyond the scope of Executive Committee – changing bylaws, etc. But there are certain things it can indeed do.
       5.   Relevant section of bylaws is Article VII section 1. Can’t delegate certain powers.
   C.   Executive Search Committee: Cerf chair, Cohen, Kraaijenbrink, and Pisanty are to be members
       1.   Wilson: Search Committee has a lot of work to do to find a satisfactory candidate. We should explain how we expect that to function so that we’re not surprised.
       2.   Dyson: Committee will do initial work. Want to reduce the burden on all. But entire Board has opportunity to get involved. Think we’ll be lucky to get one candidate.
       3.   Crew: Committee will report to Board.
       4.   Triana: Since we coordinate technical functions, it’s important to appoint a CTO as soon as possible.
   D.   Reconsideration Committee: Kraaijenbrink to chair, Fockler and Abril i Abril to be members.
   E.   Conflicts Committee: Triana to be chair, Blokzijl to be member.
   F.   Cohen: Suggest one further committee – something to be liaison with SOs. Need to ensure good communications. Four directors from SO’s but don’t want directors to be perceived to be voting according to affiliation.
       1.   Blokzijl: We should first wait and see whether need exists. Elected members are supposed to represent interests of whole of ICANN and Internet. Also, at least two SO’s understand that reporting duty is to Board and not just to any one group. If need is proven, we can revisit.
       2.   Cohen: Need and concern have been expressed. No question that whomever is on such a committee will be on this board and thus have fiduciary duty to it. Good to have guaranteed means of two-way communication
       3.   Dyson: In some sense, if we make DNSO liaison not from the DNSO, we make that point very clear.
       4.   Cohen: I wouldn’t disagree if we did it that way; that’s why I suggested four, and that, for example, the ASO person might report to DNSO and the at-large membership would also be included.
       5.   Kraaijenbrink: For the next meeting, we put on the agenda the issue of the functioning of SO’s.
       6.   Abril i Abril: Need complete proposal of areas.
       7.   Roberts: On behalf of staff, we are very aware of SO need for better staff support than they have had. We need to discriminate between what staff should be doing and what directors should be doing. Next 90 days we could propose specific assignments and then get feedback on how it’s working.
       8.   Dyson: I think liaison with the SO’s is very important. Directors could perhaps do this independently to make all heard, but this might need some more formal designation to ensure that it happens.
       9.   Cohen: If staff liaised with SO councils to get sense of what is needed/wanted, we could have clearer picture at next meeting. If we don’t need an extra committee, great.
       10.   Roberts: We need to be careful because bylaws make it clear that councils must have direct official tie to board on the matters within their purview, and we don’t want to give appearance that a backdoor exists in the form of the liaison.
       11.   Fockler: If flow doesn’t work, we can come back to this
       12.   Agreement reached to revisit at next meeting
   G.   Audit Committee:
       1.   Responsible for electing auditors, receiving/reviewing report and sending to board
       2.   Wilson appointed Chair, Davidson and Crew are members
       3.   Wilson: Common for audit committees to have authority to enquire rather than merely receive reports. We need for it to function independently to ensure accountability.
       4.   Roberts: What if we amend to allow it to address other things it feels warrant its attention from time to time
   H.   Vote on entire package of resolutions carries unanimously
    I.   Capdeboscq: At the next board meeting, perhaps we should discuss the way we change the initial members because we will be replacing and there is a maximum number of people and we are leaving at staggered points. How do we make this process work?
       1.   Dyson: I think some will volunteer to resign, but we will need to be sensitive to representation issues. I’d prefer to leave it up to volunteer process as much as possible
       2.   Roberts: Timing issues of various kinds must be addressed at the next meeting
   J.   Elections of officers
       1.   McLaughlin: Board must annually appoint its officers, so even though it just did that, must do again for next year already.
           • Proposed by staff: - Roberts: President. - Touton: Vice-President, General Counsel and Secretary - McLaughlin: Chief Financial Officer
           • Passes unanimously
V.   Proposed NSI/DoC/ICANN Agreements: Sims
   A.   Comments received in writing, in yesterday’s public meeting. Wide range. Raise a number of significant concerns. Much support for overall concepts of agreements. Broad-based desire to move forwards.
   B.   Have worked intensively on modifications in the last two days. Have reached agreement on a number of issues. Resolve, in our view, all the important substantive concerns raised prior to and at the meeting. Thanks to other negotiators for hard work.
   C.   Touton to walk through revised proposed agreements.
       1.   Registrar Accreditation Agreement to apply to all registrars in .com, .net, and .org
       2.   Transition agreement for NSI’s transition to being accredited.
       3.   Amendment 19 to NSI/DoC Cooperative Agreement.
       4.   Amendment 1 to ICANN/DoC MoU unchanged (save for Roberts’s middle initial).
   D.   Yesterday’s comments presented in a manageable way – solutions rather than complaints. Seven points from registrars.
       1.   Prepayment – RAA requires that all registrations have a reasonable assurance of payment.
           • NSI doesn’t do it that way right now. In process of converting to full prepayment model. Change made for standard customers, but needs more time for certain kinds of customers. But lack of prepayment requirement might give NSI an advantage in the short term.
           • In past, has been OK because other registrars have been able to compete on price. But going forward NSI will be able to lower its price also.
           • Change: NSI will continue to charge $70 for non-prepaid registrations, but NSI can lower its price for registrants for which are prepayed.
       2.   Some concern that prohibition on exclusive arrangements with partners needed to be preserved.
           • Some changes made to language to clarify the point. Never intended to make a change to status quo here.
       3.   Service Level Requirement. Registrars wanted it very much. NSI did not oppose one, but it’s hard to craft one overnight.
           • Some language prepared for insertion in the registry agreement.
           • Within first 45 days after agreement signed, detailed to be worked out. ICANN staff understands that registrars, NSI are both satisfied.
       4.   Contribution to cost recovery. The seven-point proposal had implications which might destabilize ICANN’s funding mechanism. Staff concerned that NSI might have too much control over ICANN’s budget.
       5.   rs.internic.net should not point to NSI registrar’s WHOIS database. Instead to NSI Registry database.
           • NSI agreed to do that within 21 days.
           • Want to give NSI a bit of extra time here to avoid confusion.
           • Problem arises because of partition between registry and registrar as established in SRS.
       6.   SRS protocol should be accessible to future DNS participants.
           • NSI has agreed to publish specification for registry-registrar protocol as a RFC to IETF. So information to be placed in the public domain.
       7.   Steps should be taken to educate public re services available – perhaps hotlinks to registrars from rs.internic.net. (Note that front page of icann.org web site has list of accredited registrars.)
   E.   Other comments from public forum, in writing in advance. Many of these also resulted in amendments.
       1.   (Sims: Also ministerial, typographical, cross-reference, etc. corrections made in the revision process.)
       2.   Requirement to be added that both port-level and web access to WHOIS be available.
       3.   Note that UDRP is a legacy consensus policy for purposes of RAA B.5.
       4.   “Registrar may charge an annual fee not to exceed $10000 for bulk access to data…” was felt unnecessary since presence of port-level WHOIS made it possible to get this data from small registrars in any event.
       5.   Opt-out data to be for personal data for individuals only and only opting out of uses for marketing purposes; corporations shouldn’t be able to opt out. Anonymous registration presents a workable solution to this tough problem. Consumer Protection division of FTC asked for less anonymous registration so as to be able to find bad actors.
       6.   Transition Agreement: Text added to reflect prepayment/price reduction compromise. Also to inform public that “no prepayment registrations” are coming to an end – press release, individual notifications to channel partners using this service. Approval by NSI of TFF report for first year.
       7.   Prohibition on unsolicited email except as technically necessary to make changes to domains, etc.
       8.   Registrars to pay for no more than ten years at once.
       9.   Amendment 19: Legend on rs.internic.net pages
           • Implementing the pointing to registry rather than registrar so that NSI’s registrar activities aren’t unduly benefited
           • Now will point to page with hotlinks to all registrars rather than only to NSI
       10.   NSI is only authorized to operate the shared registration system under existing agreement during the testbed, so provision was required to prevent need for all parties to get all new agreements all by tomorrow. Now have overlap period until Nov. 30 to give time to get new agreements in place
       11.   pg. 12: Other provisions. G4a. Makes explicit that price controls remain on NSI regarding any registration it makes where prepayment is not required. Removes price control only with respect to prepaid registrations
       12.   This addresses six of the seven points raised by non-NSI registrars as well as some others.
       13.   Sims: There are no other substantive changes to the document other than those we just described
       14.   Dyson: Thank you. Question: Have the registrars seen this and expressed their feelings?
           • Touton: We’ve discussed it with them but time has been short so they probably have not seen all (or many) of these changes. - There may be a couple of clerical mistakes and cross-referencing problems - Dyson: But there was some registrar input last night? - Sims: Yes, with both individuals and group representatives. I think we have addressed what we heard to a large degree, not that that means that everyone likes every detail
       15.   Wong: Want to ask for clarification about point number six about the SRS protocol and its accessibility to future registries. Has there been a letter to Roberts that they will publish this information as an RFC to IETF?
           • Roberts: Yes, not as a standards document but as a publicly accessible document
           • Sims: This follows normal, appropriate pattern. As it changes over time it will continue to be open
           • Touton: Real importance of this is to permit a standard interface for future gTLD registries. Time frame should be adequate to allow this
           • Abril i Abril: [Technical break]
VI.   Touton: It does contemplate approval by ICANN of the final result. After approval by SLA working group and ICANN. Short time frame. Not feasible to go through committees, etc. Implementation matter. If registries and registrars are agreeable regarding metrics and no obvious harm to Internet interest, then implementation matter within purview of president and staff
   A.   Wilson: I have confidence in them, but I have concern because this was worked out with small group of registrars and in terms of their interests. I ask the president to think about posting much of this so we can be sure all issues have been addressed. I don’t seek to be obstructionist
   B.   Sims: All registrars have chance to comment. Also, the interests of the registrars and of the users of the Internet are totally aligned in needing good performance from registry.
   C.   Wilson: Principles to which we were aspiring needed to be adhered to in these agreements; I believe they have been. Abril i’s comments suggest that our vision remain broad but must move forward. I am ready sign.
   D.   Kraaijenbrink: I support agreements but I do hope that all concerned will go to work on the basis of these agreements. Stop fighting and start cooperating. Agreements end uncertainty and thus clarity can allow movement forward even though not all totally happy with results. Let’s all take this as platform to work upon
   E.   Cohen: Challenge to NSI to do the right thing yesterday by making concessions even at last moment was met well by NSI; we should appreciate and note that. I want to thank specifically Touton, Johnson and Sims worked all night in frustration and difficulty while the rest of us got to sleep. After they worked together all night, they all had to review with own groups. We must all appreciate their hard work and willingness to sacrifice sleep.
   F.   Crew: Indicates value of open discussion session to see these changes. Our process has been validated
   G.   Capdeboscq: We were in bad shape yesterday when we looked at our objective. Self-financed company but powers left to NSI very large and competition not sufficient and we had not satisfied our sources of funding. Now we are better, I hope. Real achievement to have come to agreement but much to do, especially with regards to ccTLDs. I am not able to be sure that all new materials are satisfactory yet. We must work to create the means for all our parties to work together and to reach satisfaction with agreements, but we must also take advantage of what Burr said yesterday and take control of root server soon so we exercise our functions. We must also complete the internationalization of Internet governance.
   H.   Wong: I am please with WHOIS and SRS protocol, but I don’t believe that it will be appropriate for me to vote on this at this point. I will abstain.
    I.   Roberts: We are seeing need to balance public and private interest in Internet. There will be plenty of opportunity to find mistakes and errors in direction when history is written. Right now, we have to move forward looking to make fewer mistakes and be confident that we are on the best course. I thank all involved, such as those who made public comments. Challenge of balance will continue but the open process we have used is the right way to meet it. I support the agreements.
   J.   Dyson: I add my voice to those who will vote in favor, although I have genuine reservations. World is not perfect and we take our situation as we find it. We seek to make all more fair and more level, but not at the expense of delay. We have many more interesting problems facing us.
   K.   Wong: I would like to clarify by saying procedurally I believe I should not vote, but my concerns with respect to the agreement and in my interest in seeing us move forward on domain name issues and on PSO and other issues, I would endorse the agreements had I been a part of the board from the beginning.
   L.   Dyson: Seems that substantive changes were made on issues that were troubling.
   M.   Touton: [Reads resolution to enable President to sign agreements and amendments and to make minor technical corrections he finds necessary]
       1.   Carries with one abstention
   N.   Abril i Abril: The SLA should also be presented to the DNSO to review as urgently as possible before coming to the board
       1.   Now that I have voted for this, I want two goals: more competition and that ICANN get policy power from USG. I will pursue these vigorously.
VII.   Funding Task Force Resolution
   A.   [Reading of resolution by McLaughlin]
   B.   Wong: Was provider payment ever considered
       1.   Roberts: If in the future we needed or found it appropriate for UDRP providers to fund us, I think it would be a one-time thing. ICANN is not a party to the provider system (registrars aren’t either). Complainant, respondant, provider are the three.
       2.   Touton: UDRP is not currently implemented. Arguments against deriving revenue from the process include need to keep it low cost form of dispute resolution. The question of cost recovery from this source should be considered by funding task force for next year’s budget.
       3.   Fockler: What about Big N and little n question from NSI?
           • Roberts: The rest of the task force needed to be consulted about this, and if the reinterpretation of the formula would be a significant change in allocation among registrars, registrars should have opportunity to consider it
           • McLaughlin: NSI people recognized their own burden of persuasion and they will try to show the rest of the task force that their version would be more fair
           • Roberts: Besides, the issue only arises for next fiscal year so should be considered for it.
   C.   Resolution passes
VIII.   At-large Membership
   A.   Crew:
IX.   [Tech Break - Continued]
   A.   Dyson: We have wording to indicate that Markle funding is appreciated but does not drive policy.
   B.   McLaughlin: Appropriate wording added.
   C.   Roberts: Don’t want to suggest that efforts of Markle Foundation are misdirected. Just have to avoid the impression that an American foundation (or anyone else!) has gotten itself into ICANN’s policy making as neither we nor they intend.
   D.   [Resolution] adopted as amended.
X.   Ad Hoc
   A.   Kraaijenbrink: Broad consensus in Internet community for the charge of the Ad Hoc group.
   B.   [Resolution] adopted.
XI.   Unanticipated resolutions - Draft Resolutions of Appreciation: Dyson
   A.   List of sponsors to be finalized. Including 3Com, Cisco, Deutsche Telekom, MCI Worldcom.
   B.   Thanks to Berkman Center team.
   C.   Resolution adopted.
   D.   Thanks also to Brewster.
XII.   Closing the Meeting: Dyson
XIII.   Mike Daniels, Chairman, NSI
   A.   We have reached a seminal moment. Many matters of contention, all of first impression. We felt that we needed to move on. On behalf of all the senior management of NSI, we pledged to Roberts, Dyson, DoC that we would work in as constructive manner as possible. All worked together to further the stability, security, benefit of the entire Internet community. We have many people to thank. When you don’t know others personally, hard to trust. As I have gotten to know Touton, Sims, Roberts, Pincus, Burr, Bohannen, Rose, Dyson, I have seen that we have no bad people involved, but only well-meaning people who sometimes have differences of opinion. I applaud the work of ICANN and its board members. The new members will continue the positive process and procedures of this organization. NSI pledges to the community that we will be constructive, positive participant in this vitally important process. Please call me personally if you feel that we falter in this, and I will come to the table myself. Thank you.
   B.   Dyson: Thank you for your comments and their substance. Welcome to the community.

CONTACT INFORMATION  

For additional technical information, please contact:  

Ben Edelman and John Wilbanks
Berkman Center for Internet & Society at Harvard Law School 
Other ICANN-Related Content from The Berkman Center for Internet & Society
Translate with Altavista Babelfish: Deutsch, Espanol, Francais, Italiano, Portugues