ICANN Board of Directors Meeting Part 2 Friday, 2 November 2007 ICANN Meeting - Los Angeles >>ROBERTO GAETANO: Can we start? May I ask the board members to come on stage. We should have 13. Oh, yeah, Raimundo. Okay. So I have the difficult task, as former vice chairman and chairman of the Board Governance Committee, to start the first meeting, after many years, without Vint Cerf. I have been told what the protocol is. I have been instructed. I have been told that to start a meeting, you have to wear a three-piece suit. And I would like to make sure that you all notice that -- [ Applause ] >>ROBERTO GAETANO: -- I comply with the protocol. I have a great respect for protocols, and not only I.P., but generally protocols. This said, -- and I'm going to get rid of this in five minutes, because -- I have to get this very way back in my closet, and I had to be one month on a diet to get back into this. And it's just for the protocol that I'm doing it. Okay. So now that we have broken the ice and we are in the meeting, I think that in the agenda of this meeting, we have the election of the chairman, the vice chairman, the appointments to the committees, and the election of the officers of the organization. And I would like to start by passing a motion related to the election of the board chairman, and then from there on, the board chairman will take over. So resolved, that Peter Dengate Thrush is elected as chairman of the board, 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. Do I have a second? Bruce. Any discussion? Steve. >>STEVE GOLDSTEIN: Many years ago when the Internet was really going truly international, this would be in the early '90s, when countries were joining up, I was asked to write a little piece, and I forget by whom and for what reason. But I remember writing that now that we have the Internet, Australia and New Zealand are just around the corner. And New Zealand became exceedingly important to my organization, the National Science Foundation, as a staging ground for missions to Antarctica. And their Internet in New Zealand run out of the University of Waikato at the time was truly supportive. So it's just so wonderfully fitting that a citizen of New Zealand is now going to be leading this wonderful organization of ours, which plays such as important role in the Internet. So I look forward to the forthcoming vote, and, in advance, wish Peter the very best of luck as our new leader. Any other comment? I propose to pass this resolution by acclamation. [ Applause ] (Standing ovation.) >>ROBERTO GAETANO: And I would like to hand over the chairmanship of this meeting to the real chairman. >>PETER DENGATE THRUSH: Well, thank you, Roberto. And thank you, board members. And thank you for the community as well for that show of support. Obviously a very emotional day for us in lots of ways, looking back over the years and the contribution of Vint. But, time to move forward. Let me begin by introducing some of the new board members. I will begin here with Harald Alvestrand, who has come to us from the IETF, from the Nominating Committee. Going left, Jean-Jacques Subrenat, another appointment from the Nominating Committee, from France. Where's -- Dennis Jennings, who's hiding there. Dennis Jennings, known earlier from his contributions from the ccTLD communication. Welcome, Dennis. And replacing Vittorio, from the at-large, Wendy Seltzer. Welcome to Wendy. So the new board members. [ Applause ] >>PETER DENGATE THRUSH: And I think it's probably appropriate, given the start of a new time, just to make a few comments about the way I see things going, I want to begin by thanking the board members for the honor they do me. There is extraordinary talent on this board and a wide range of disciplines. And to be chosen to lead them is extremely flattering. But, of course, it's also going to be extremely challenging. And I will be needing help from each one of you and I will call on each of you individually and collectively in the days ahead for their skills, experience, and insight was we, together, lead ICANN into the future. One early -- one special responsibility the chair holds, of course, is the relationship with the CEO. The board chair is the board's portal to the staff, working through the CEO. And Paul and I have a relationship which goes back a long way in ICANN. In fact, it goes back before there was an ICANN, working together. And we have a relationship with each other that goes back to the very first meeting in Singapore in early 1999. Now, -- and thank you, Steve, for those kind comments, and you now all know that I am from New Zealand, and of course you know that Paul is from Australia. And I must refer to the constant extreme rivalry on the sports field between Australia and New Zealand. So that will become the feature of some jokes, I'm sure. But you all know the deep cooperation and mutual assistance that exists, in fact, between Australia and New Zealand. And that goes back to our soldiers fighting together, and as a the acronym of our country names as Anzacs. And I look forward to working with Paul in a continuation of that Anzac spirit in the days ahead. ICANN under Vint's leadership is now in a very strong position to face the challenges ahead. We have seen the ICANN model grow from being described in the early days as, derogatorily, the ICANN experiment to now a multistakeholder model which is respected and, in fact, being exported to other places as a result of the WSIS and the IGF. Next week, ICANN leadership and senior staff will go to contribute to the Internet Governance Forum in Rio. Our continued participation in the IGF as part of ICANN's efforts began really at our very inception to obtain, maintain, and sustain international support of and participation with ICANN in our role as the coordinator of the Internet's unique identifiers. So in addition to that internationalizing effort, there is a lot being done and a lot to be done at home to build, fund, and manage the corporation itself. So I'm honored to be entrusted with the significant leadership role at a historic time in ICANN's development, and of course Internet's development. I look forward to working with all parts of you, the community and the board, on our important mission. So my next task is to move a resolution for the election of the board chairman. Sorry. [ Laughter ] >>PETER DENGATE THRUSH: That was the quickest.... [ Laughter ] >>STEPHEN CROCKER: Maybe not. Maybe you want to be out. >>PETER DENGATE THRUSH: I only wanted to make one speech, and now it's (inaudible). Thank you. I told you I was going to need help, Roberto, and there's the first example. There will be many more, I'm sure. So let's elect a board vice-chairman, and it gives me great pleasure to move this resolution, that Roberto Gaetano is elected as vice- chairman of the board, 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. Is there a seconder for that resolution? >>STEVE GOLDSTEIN: Second. >>PETER DENGATE THRUSH: Thank you, Steve. I propose also that this resolution be carried by acclamation [ Applause ] (standing ovation). >>STEVE GOLDSTEIN: You can take the vest off and breathe now. >>PETER DENGATE THRUSH: The next item on our very short agenda for this first meeting is the assignment of directors and liaisons to committee assignments. That's a job that falls to the Board Governance Committee, which is worked extensively here and previously on this task and I would like to now hand this over to the chairman of the Board Governance Committee, Roberto. >>ROBERTO GAETANO: Yes, before going to this task, I wanted just to say a couple of words, because there's a historic moment now. I have served as a vice-chairman under Vint and you have heard before how much I have considered that a great honor and pleasure to do this. And I think that now with a different chair, I am equally honored of serving. And I think that the task -- the main task of this board is to prove that this organization has become mature enough to be able to survive the departure of a great man like Vint. And I'm confident -- First of all, I would like to declare that I provide all my support to the chairman, and I'm going to help in whatever way I can. But wring that, also, it should be said that we collectively have a very important task because the world is going to look at us, and I was yesterday looking at some of the press cuts that were coming, and there's a lot of questions that people ask and the press asks about the succession, about ICANN, about the importance of Vint. The importance of Vint has been very great, but I think now we have to turn the page and we have to prove that this organization can be equally good and, in time, better, even without him. Now I would like to go and read the board committee assignments as they have been decided by the Board Governance Committee. Resolved, that membership of the following board committees be established, to continue on the basis of the charters presently in effect. Audit Committee: Raimundo Beca, Dennis Jennings, Njeri Rionge (Chair), and Rita Rodin. Board Governance Committee: Harald Alvestrand, Roberto Gaetano (Chair), Susan Crawford, Steve Goldstein, Rajasekhar Ramaraj, Rita Rodin, and Jean-Jacques Subrenat. Compensation Committee: Susan Crawford, Peter Dengate Thrush (Chair), Rajasekhar Ramaraj, Njeri Rionge, and Bruce Tonkin. Conflict of interest committee: Harald Alvestrand, Demi Getschko, chair, Steve Goldstein, Njeri Rionge, and Dave Wodelet. Executive Committee: Raimundo Beca and Rita Rodin along with the ICANN president Paul Twomey, board chairman Peter Dengate Thrush and board vice-chairman as ex officio members. Finance Committee: Raimundo Beca (Chair), Peter Dengate Thrush, Steve Goldstein, Dennis Jennings, Rajasekhar Ramaraj, and Bruce Tonkin (as observer). Meetings committee: Raimundo Beca, Susan Crawford, chair, Steve Goldstein and Bruce Tonkin. Reconsideration committee: Susan Crawford, Demi Getschko, Dennis Jennings, Rita Rodin, chair, and Jean-Jacques Subrenat. >>PETER DENGATE THRUSH: Thank you, Roberto. Is there a seconder for that resolution? Thanks, Steve. Any discussion about the committee assignments? I would like to begin by thanking you again, Roberto. This is an extraordinarily difficult piece of work to balance all the requirements and to match the skills and to at the same time keep the peace, and you have accomplished all of that very well. Was there something you wanted to add? >>ROBERTO GAETANO: Yes, please. I would like to say that this year the task was facilitated very much by the flexibility that has been -- that has been shown by many members of the board in adapting to the needs of the organization, sometime sacrificing their own aspirations. And I think that that was a great example on how we can collaborate for the good of the organization. And otherwise, this task would have been impossible. >>PETER DENGATE THRUSH: Thanks. Any other comments before I put the vote? Let's do this by a show of hands and then we will ask Rita, who is still online. All those in favor, please raise your hands. One, two, three, four, five, six, seven, eight, nine, ten, 11, 12, 13? 13. Rita, how do you vote? >>RITA RODIN: I voted (inaudible) Peter. >>PETER DENGATE THRUSH: Thank you. The motion is carried. Next we have a resolution -- a series of resolutions, but we're going to put them all at once, the election of our corporate officers. Is there a mover? I think Steve Goldstein offered to take us through this one. Thank you, Steve. >>STEVE GOLDSTEIN: Yes, thank you. And you know, I will have a privilege here which I never have at home, and that is to have the last word. I will read the names and the offices of the corporation, and then the rest that goes with each. Dr. Paul Twomey as president and chief executive officer. Doug Brent as chief operating officer. John Jeffrey as general counsel and secretary. Paul Levins as executive officer and vice president. Kurt Pritz as senior vice president, service. And Kevin Wilson as chief financial officer, all to serve at the pleasure of the board and in accordance with the bylaws of the corporation, and shall hold this office his -- their -- his, collectively, resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified. >>PETER DENGATE THRUSH: Thank you, Steve. Is there a seconder for that? Roberto. Any discussion? If not, have a show of hands, all those in favor, please raise your hands. One, two, three, four, five, six, seven, eight, nine, ten, 11, 12, 13. Rita, how do you vote. >>RITA RODIN: Mr. Chairman. >>PETER DENGATE THRUSH: Sorry, say that again? >>RITA RODIN: I vote in favor. >>PETER DENGATE THRUSH: Thank you. That motion carried as well. That's the end of the formal business. Is there any other general business or matters arising? If not, I will adjourn the meeting until our next meeting. Thank you very much and see you all next time. Bye-bye. [ Applause ]