Preliminary Report
Fourth Annual Meeting of the ICANN Board in Amsterdam
15 December 2002
(Posted 15 December 2002)

The ICANN Board of Directors held its 2002 Annual Meeting on 15 December 2002 in Amsterdam, the Netherlands. At the conclusion of that meeting, the Transitional Board of ICANN (Article XX, Section 2(1)) was seated and held an organizational meeting.

Annual Meeting of the Old Board

At the 2002 Annual Meeting (of the Old Board), Directors Vint Cerf (chairman), Amadeu Abril i Abril, Robert Blokzijl, Ivan Moura Campos, Lyman Chapin, Jonathan Cohen, Frank Fitzsimmons, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, Stuart Lynn, Andy Mueller-Maguhn, Alejandro Pisanty, Nii Quaynor, Helmut Schink (arrived after meeting began), and Linda S. Wilson participated. The Board adopted the following resolutions:

Amendment of New Bylaws

Whereas, in resolution 02.116 the Board adopted new bylaws of the Corporation, such new bylaws to become effective upon adoption of a Transition Article that will govern the transition to the structure, policies, processes, and procedures contemplated in the new bylaws;

Whereas, at the time of adoption of resolution 02.116, members of the Board raised issues concerning a few of the provisions of the bylaws that the Board referred to the Committee on ICANN Evolution and Reform for further study;

Whereas, a few other technical errors have been discovered in the text of the new bylaws as adopted;

Whereas, on 8 December 2002 the Committee on ICANN Evolution and Reform recommended revisions to the bylaws to address the issues referred to it and to correct the technical errors;

Whereas, the recommended revisions were posted on the ICANN website;

Resolved [02.146] that the new bylaws adopted in resolution 02.116 are amended, prior to their becoming effective, by 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 as shown in the attached Appendix A.

Adoption of Transition Article

Whereas, in resolution 02.116 the Board adopted new bylaws of the Corporation, such new bylaws to become effective upon adoption of a Transition Article that will govern the transition to the structure, policies, processes, and procedures contemplated in the new bylaws;

Whereas, on 8 December 2002 the Committee on ICANN Evolution and Reform recommended to the Board the text of a Transition Article, which was posted on the ICANN website;

Whereas, the posted Transition Article was modified to reflect certain comments received resulting from that posting;

Resolved [02.147] that the Transition Article attached as Appendix B is adopted effective at the end of the ICANN Annual Meeting (of the old Board) on 15 December 2002.

Continuation of Evolution and Reform Committee

Resolved [02.148] that the term of the Committee on ICANN Evolution and Reform is continued until the earlier of (a) the Committee's report to the Board that its work has been completed or (b) the end of calendar year 2003.

Transition Implementation

Whereas the President presented to the Board at its meeting on 2 December 2002 a staffing and funding plan to support the implementation requirements of the Evolution and Reform plan in this financial year, 2002-2003;

Resolved [02.149] that the President is authorized to spend up to US$325,000 from the ICANN reserves to hire up to 9 additional staff members and travel and other related expenditures as is necessary to implement the Evolution and Reform Plan in 2002-2003.

gTLD Action Plan

Whereas, the Board accepted the report of the ICANN New TLD Evaluation Process Planning Task Force (NTEPPTF) at its meeting on 23 August 2002;

Whereas, at that meeting the Board instructed the President to develop a plan for action for approval by the Board;

Whereas, the President presented An Action Plan Regarding New TLDs for discussion at the Public Forum in Shanghai on 30 October 2002, and posted that Action Plan for public comment on 8 November 2002;

Whereas, comments have been received, posted, and evaluated regarding that Action Plan;

Whereas, the Action Plan was again discussed at the Public Forum in Amsterdam on 14 December 2002; and

Whereas, the Action Plan recommends that key recommendations of the NTEPPTF report be implemented; that certain questions regarding the future evolution of the generic top-level namespace be referred for advice to the GNSO described in Article X of the New Bylaws approved in Shanghai on 31 October 2002 and as further refined at this meeting; and that steps be taken towards approval of a limited number of new sponsored gTLDs;

Resolved [02.150] that the Board authorizes the President to take all steps necessary to implement those aspects of the NTEPPTF recommendations as specified in the Action Plan;

Resolved [02.151] that the Board requests the GNSO to provide a recommendation by such time as shall be mutually agreed by the President and the Chair of the GNSO Names Council on whether to structure the evolution of the generic top level namespace and, if so, how to do so;

Resolved [02.152] that the Board directs the President to develop a draft Request for Proposals for the Board's consideration in as timely a manner as is consistent with ICANN staffing and workload for the purpose of soliciting proposals for a limited number of new sponsored gTLDs.

IDN Committee

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.

December 2003 and November/December 2004 Meetings

Resolved [02.154] that the President is authorized to make arrangements for the December 2003 ICANN meeting to be held in Carthage, Tunisia, on 1-5 December 2003; and

Resolved further [02.155] that the Board expresses its intention to hold the November/December 2004 meeting in South Africa, provided a suitable proposal is submitted by June 2003.

Thanks to Departing Directors

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.

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.

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.

Organizational Meeting of the Transition Board

The following members of the Transition Board participated in its organizational meeting: Vint Cerf (chairman), Amadeu Abril i Abril, Ivan Moura Campos, Lyman Chapin, Jonathan Cohen, Mouhamet Diop, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, Stuart Lynn, Andy Mueller-Maguhn, Alejandro Pisanty, Nii Quaynor, Helmut Schink, Francisco A. Jesus Silva, and Linda S. Wilson. The Transition Board adopted the following resolutions:

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.

Election of Board Vice-Chairman

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.

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.