[council] ICANN Board Actions - 12-Oct-2005

["Michael D. Palage" <michael@xxxxxxxxxx>]

Dear Council Members:

I apologize for the delay in posting my normal recap of the ICANN Board
meeting resolutions.

The following resolution was passed by the ICANN Board by a majority of
the Board with I believe 2 abstentions and 1 no vote. I am sure of the 1
no vote that I cast (reason set forth below), the 2 abstentions (Peter
Dengate Thrush and Raimundo Beca). However, I am not sure of the exact
affirmative votes because there were some directors that were dropping
in and out of the call during the teleconference because of connectivity
problems.

RESOLUTION - Approval of Amendment to .NET Registry Agreement

Whereas, ICANN and VeriSign have entered an agreement concerning the
operation of the .NET registry effective 1 July 2005.

Whereas, the community of ICANN-accredited registrars, along with other
members of the ICANN community, have voiced complaints concerning the
content of the .NET agreement at the Luxembourg meetings and in postings
thereafter.

Whereas, VeriSign issued a statement during the Luxembourg meeting
agreeing to renegotiate terms relating to the wholesale price of names
to registrars and the terms Registry-Registrar agreement (RRA).

Whereas, ICANN staff has spent several months engaged in discussions
with VeriSign and the registrars community concerning appropriate
revisions that could be made to the agreement in an attempt to address
some of the community concerns.

Whereas, updates on the status of consultations and negotiations have
been posted to the ICANN website on 9 August 2005 and 22 September 2005.

Whereas, these discussions have led to a proposed agreement between
VeriSign and ICANN to amend the .NET Registry Agreement, as posted on
the ICANN website for public comment on 22 September 2005.

Whereas, a public comment forum on the proposed amendment was opened on
22 September 2005 and closed on 10 October 2005.

Whereas, the Board has reviewed and considered the five comments that
were submitted to the public comment forum
<http://forum.icann.org/lists/net-amendment-comments>.

Whereas, the Board has determined that entering the proposed amendment
would be in the best interests of ICANN and the Internet community.
Resolved (05.___) the Board authorizes the President and the General
Counsel to enter the proposed amendment to the .NET Registry Agreement,
and to take such actions as appropriate to implement the agreement as
amended.

There was a lengthy discussion on this topic (over 1 hour). I provided a
supplementary statement on the record as to why I opposed the resolution
which will appear in the formal minutes. I do not have a copy of the
exact wording but from memory I believe it involved the following. I
thanked the Registrars, VeriSign and Staff for their negotiations. I
talked about the differing viewpoints regarding volume discounts within
the registrar constituency. My opinion is that the final language is the
best possible solution given that it has enough ambiguity to be
construed in favor of either position.

I also opposed the removal of the registrars ability to approve the full
allocation charged to them under the RAA, now that the registry has the
ability to collect 15 cents out of the 25 cent variable registrar fee
through the registry. I believe this coupled with the removal of the
registry fee cap that was previously in the .net contract removes
important contractual safeguards to limit the overall growth of ICANN.

Similar to how the new registry service process was incorporated into
the .TRAVEL and .JOBS agreements, I believe this sets a dangerous
precedent to boot-strap this provision in future registry contracts and
thus removing the historic role that registrars have played in approving
the budget. Staff denied that this was an attempt to boot-strap anything
and that they were actively soliciting the support of registrars like
last year to approve the budget. I had a different perspective on this
outreach effort based upon the feedback I have heard from registrars.

I then advocated delaying the passage of this resolution for one month
to allow for further discussions. One director then asked the staff what
would be the down side of waiting a month. The response to the best of
my recollection was that there was no obligation for VeriSign to
negotiate in these discussions, and that the registrars would be
disappointed if we did not implement these agreements based upon their
hard work.

I will copy those staff that participated on the call on this email so
that they can clarify or object to any of my recollections regarding
this discussion.

That being said, I believe that it is of growing importance for the
whole Board teleconference to be audio recorded for the community to
understand the depth of discussion taking place on our calls. I greatly
appreciate the level of questioning that more directors are asking which
is a very positive sign that they are listening to the issues. 

In other action items: ICANN appointed a new CFO Melanie Keller;
appointed Olof Nordling as the branch manager of the Brussels office;
deferred on the creation of ICANN Board Compensation Committee until the
Board had further time to review that documentation; approved the
redelegation of .TK; directed General Counsel to approve an analysis
regarding the proposed by-law changes from the GNSO; approved the Board
Governance Committee to move forward with the selection of the new
Non-Com chair prior to the annual meeting in Vancouver, this was in an
attempt to start the Nom-Com process earlier in the year to provide more
time for the review and analysis of candidates. The staff provided an
update on the status regarding the VeriSign litigation, however, there
is nothing to report there.

No discussion took place in connection the .xxx and .asia sTLD
applicants. We also did not get to the GNSO PDP on new registry services
or the IDN update. 

So that is the quick summary of a three hour marathon Board Call. I hope
you find this information update informative.

Best regards,

Michael D. Palage