IP: Press release: ICANN announces changes, requests DNS transition begin

[Dave Farber <farber () cis upenn edu>]

Press release: ICANN announces changes, requests DNS transition begin

LOS ANGELES, November 23, 1998 -- The Internet Corporation for Assigned
Names and Numbers (ICANN) today announced several structural changes
designed to ensure it will be open and responsive to the world’s Internet
communities. ICANN also called on the Commerce Department to begin
negotiating the arrangements for the process of transitioning the Domain
Name System administration and other technical functions currently
performed under U.S. government contract.
   “We believe we are now fully prepared to fulfill the mission identified
in the White
Paper -- to allow the management of Internet names, addresses and protocols
to be  administered by a new, international, not-for-profit corporation
that will be transparent and fully accountable to the communities it
serves,” said Esther Dyson, ICANN's Interim Chairman, in a letter to J.
Beckwith Burr, Acting Associate Administrator of the National
Telecommunications and Information Administration.
   [The full text of the letter follows.]
   During the last month, ICANN’s initial board and management has
intensively sought comment and consultation regarding its bylaws. These
have included discussions with interested organizations, government
officials and individuals; participation in established Internet forums;
comments posted to ICANN and other web sites; and the first in a worldwide
series of open public meetings, held November 14 in Cambridge,
Massachusetts. The consultative process will continue as ICANN refines its
organizational documents and policies. A second open meeting will take
place in Brussels on Wednesday of this week.
  Today’s announcements relate to the development of ICANN’s membership
structure, increase the transparency of its operations and deliberations,
enhance a procedure for independent review of decisions that may have been
reached in violation of its bylaws, new provisions to prevent conflicts of
interest and assure geographic diversity of the board, and other bylaw
changes.
  To help meet its commitment to becoming a membership organization, ICANN
announced that it will form a volunteer advisory committee on membership to
propose approaches to membership criteria, rights and responsibilities.
  Transparency will be enhanced by holding an open public meeting in
conjunction with each regular Board of Directors meeting. Besides
soliciting input on policy issues then under consideration, members will
publicly discuss their opinions among themselves and  the public. About
four such board meetings are planned annually, but subsets of the Board
will make themselves available at other public meetings and events. The
Board will vote by roll-call on important issues, and board meetings will
be followed promptly by publication of complete minutes, including reports
of votes taken, the positions of individual members on those votes, and
their reasons for those positions.
  ICANN will establish a mechanism for the reconsideration of decisions by
independent third parties in cases where it is thought that ICANN or its
staff has not followed its own bylaws or rules of procedure. As with
membership implementation, ICANN will look to a voluntary advisory
committee to develop proposals for public review and consideration.
  ICANN also added to rules designed to prevent conflicts of interest and
to assure geographic diversity. These and other more minor bylaw changes
are detailed in the attached letter and on ICANN’s web site, www.icann.org.

       #   #   #

CONTACT: 

     Esther Dyson, Interim Chairman, 
TODAY ONLY until 6 pm Eastern time +36 (1) 266-1234, 
OTHERWISE +1(212)924-8800, edyson () edventure com 
     Michael M. Roberts, Interim President and CEO, +1(650)854-2108,
roberts () icann org

--------------------------------------



        INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS


        November 23, 1998

J. Beckwith Burr
Associate Administrator (Acting)
National Telecommunications and
   Information Administration
United States Department of Commerce
Washington, D.C.  20230

        Re:  Internet Corporation for Assigned Names and Numbers

Dear Ms. Burr:

On behalf of the Internet Corporation for Assigned Names and Numbers
(ICANN), I am writing to inform you of the further changes we have made to
our articles and bylaws in order to reflect emerging consensus about our
governance and structure, and our own clearer understanding of that
consensus.  We believe we are now fully prepared to fulfill the mission
identified in the White Paper -- to allow the management of Internet names,
addresses and protocols to be administered by a new, international,
not-for-profit corporation that will be transparent and fully accountable
to communities it serves.

Despite the many different views that have been expressed throughout this
process, all of us have a common goal -- making this organization effective
in its tasks and accountable to those it serves.  Clearly, it must make the
proper trade-offs between efficient functioning and the enjoyment of broad
support from and responsiveness to its many constituencies.  Although we
will inevitably make decisions that will displease some parties, we need
all parties to recognize our authority as valid and our decision-making as
fair, objective and transparent.  We are continuing to refine our
organizational documents and policies to accomplish these goals, and the
enclosed articles and bylaws reflect this.  We still need to develop
appropriate implementing policies and procedures over the next months, and
we believe these organizational documents provide a sound foundation for
this effort.

Furthermore, we pledge to respect the principles for which we were
established, including stability of the Internet and its operation, free
and fair competition where feasible, private, bottom-up coordination, and
representation of and accountability to the global Internet community.


 Accordingly, we are now asking the U.S. Government to officially recognize
ICANN, and the enclosed documents, as the product of a broad if somewhat
laborious consensus, and to quickly negotiate the necessary transition
agreement with the Corporation as governed by these bylaws and further
implementing changes outlined below.  With genuine consensus support and
with the U.S. Government's recognition, we hope to move forward without
debilitating conflicts over ICANN governance while we deal with the more
substantive questions that lie ahead.

We understand that we have a constrained mission, as defined in the White
Paper, our articles and other documents:

        establishment of policy for and direction of the allocation of number
blocks in the IP address space;

        oversight of the operation of the authoritative root server system;

        oversight of functions and policy related to the  coordination of the
Internet Domain Name System, including policies for determining the
circumstances under which new top-level domains could be added to the root
system;

        coordination of the assignment of Internet technical parameters as needed
to maintain universal connectivity on the Internet.

These tasks are not Internet "governance" in the broad sense:  We are not
governing the Net or the people on it.  But we are not merely a charity
organization, managing our own resources for our vision of the public
benefit.  Those who serve on the ICANN Board will be stewards of public
resources, and as such, their positions on important policy and management
issues need to be derived from public consensus, not simply the personal
views of the individuals who happen to serve on the Board at any given
time.  We recognize that we need to respect the public's direct interest in
how we manage these resources, and in policies that affect them and the
disposition of those resources and functions.

We have now revised our bylaws to better reflect this reality.
Specifically, the changes that I outline below have been made to more
clearly guarantee openness and transparency, along with the effectiveness
of ICANN's coordination and management functions, in response to the
concerns raised by various constituencies within the Internet community and
as reflected in our conversations with you.

Membership

 We have committed to making ICANN a membership organization, with a Board
of Directors elected by at least four membership pools, including three
Supporting Organizations representing specific areas of interest/expertise
(Domain names, Addresses, and Protocols), and one At Large membership drawn
from the entire Internet community.  We will shortly call for volunteers to
serve on an advisory committee on membership that we hope will propose
several alternative approaches to membership criteria, rights and
responsibilities.  Obviously, all proposals we consider will be subject to
the extensive notice, comments and discussion procedures of our bylaws.
All parties affected by our decisions on membership will be able to guide
us in developing a membership structure that will make the Board truly
representative of and accountable to all of those -- big and small,
individuals and organizations -- with an interest in the resources we manage.

Transparency

We will follow many specific procedures and policies designed to let the
community understand and have input into the decisions we make.  As defined
in the bylaws, we must observe a variety of specific provisions for giving
notice of all our meetings and of the decisions we will be making during
them -- and for collecting comments in advance.

Moreover, we will hold an open public meeting in conjunction with each
regular Board meeting, of which we plan about four annually around the
world.  At those meetings we will not only solicit comments and input on
policy issues then under consideration and other matters of interest to the
community, but we will also make our own opinions known and discuss them
interactively among ourselves and with the participants.  In this way we
hope to engage the public in genuine mutual education rather than just a
formal comment-and-response process.   We will follow the same approach at
other open meetings between subsets of the Board and the public at other
times, as policy issues arise and as schedules and interest indicate.

While our formal, voting Board meetings will not be public, in order to
foster frank and full discussion, we will publish timely and complete
minutes of our Board meetings reporting the votes taken, the positions of
the individual Board members on those votes, and the arguments raised and
the reasons behind the decisions taken.

Independent Review

We recognize the need for a way to obtain recourse in the event that
someone may believe ICANN or its staff has broken our own bylaws or
otherwise not followed the rules that we have set forth for ourselves and
for our successors.  As with membership, we support this concept, but we
have not yet figured out how to implement it.  Therefore, at this point we
have simply revised the bylaws to make mandatory the creation of some such
process.  As in the case of membership, we will look to an Advisory
Committee on Independent Review with outside members to guide us in
developing a mechanism for independent, third-party review in such cases.
As with the Advisory Committee on Membership, we will shortly be putting
out a call for volunteers to serve on this committee to develop proposals
for public review and consideration.

 Certain Conflicts of Interest

We have a number of provisions in place to guard against conflicts of
interest.  Three new ones are worthy of mention:

We have added a provision to the bylaws to require that in the case of
votes on proposals generated by a particular supporting organization, the
votes of the Directors representing that Supporting Organization may not be
the deciding margin of a vote to adopt that proposal.  This will ensure
that any such proposal that is adopted will have the support of the
requisite number of Directors required to adopt any such proposal without
the votes of the Directors affiliated with the Supporting Organization that
made the proposal.

Second, we have added language concerning our funding mechanisms -- which
we have not yet determined -- making clear that any fees and charges that
we do impose will be subject to the full notice and comment provisions of
the bylaws.  Further, no funding mechanism will be adopted that will, by
its very nature, affect our policy decisions.

Third, we have removed the language in Article V, Section 9c that directs
the Board to determine minimal qualification of candidates for the Board.
This provision was intended to ensure geographic diversity, and the other
changes we have made in this revision of the bylaws make this language
superfluous.

Geographic Diversity

We have tried to ensure that the larger, permanent Board will be even more
geographically diverse than is the Initial Board.  However, this goal is
arguably inconsistent with an open, unconstrained electoral process.  Thus,
we have been reluctant to impose specific requirements for geographic
representation ahead of the process of determining membership and election
criteria, which will be the subject of deliberations by the Advisory
Committee on Membership.  Nonetheless, given the continued expressions of
concern on this subject, we have revised the bylaws to further guarantee
geographic diversity in two respects:  by requiring the permanent Board
have at least one representative from each geographic region, and by
requiring that no more than half of the directors elected by the Supporting
Organizations in the aggregate shall be citizens of any single geographic
region. The Advisory Committee on Membership will thus be required to take
account of these provisions in its recommendations relating to election
procedures and policies.

 In addition, we have made some minor changes to the specifics of some
other bylaws, including the insertion of some general language in the
Articles of Incorporation making it clear that ICANN will comply with
relevant and applicable international and local law; tightening the
provisions under which the Board can consider certain matters confidential
by requiring a three-fourths vote of the Directors present to do so; a
small revision of Article XI, Section 2, of the bylaws deleting the word
"rights" as potentially misleading and in any event unnecessary; and the
addition of language making it clear that any consideration of changes in
the countries included in geographic regions or other matters relating to
geographic diversity will take into account the evolution of the Internet.

Conclusion

Of course, the Board and I would be happy to discuss any of these changes
and the reasons behind them with you and your colleagues, or with any
parties affected, but we hope that this letter explains them clearly.  We
will be in touch with you shortly to discuss negotiation of the transition
agreement.  Thank you for your patience during this process!

Yours sincerely,




Esther Dyson
Interim Chairman
On Behalf of the ICANN Board






Fred Rackmil, Rackmil Associates
fred () rackmil com
phone 212-421-0044, fax 212-421-0213
444 Madison Ave, New York, NY 10022

_____________________________________________________________________
David Farber         
The Alfred Fitler Moore Professor of Telecommunication Systems
University of Pennsylvania 
Home Page: http://www.cis.upenn.edu/~farber