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REPORT FROM GIAW (continued)

Global Incorporation Alliance Workshop
International Forum on the White Paper - Americas
 Hyatt Regency Hotel - Reston, Virginia - July 1-2, 1998

This page contains the transcript of Working Group B, Board of Directors and Membership. It is posted with permission of a member of the GIAW Steering Committee and many individual participants. A cybercast of the proceedings may be downloaded from

Details about the Global Alliance Workshop and other meetings of the International Forum on the White Paper are posted at and

Report from IFWP

See also the Report from GIAW for :
* transcripts of Day 1 and Day 2
* draft working group reports
* informal notes
* links to news articles about the IFWP meetings



Mr Ambler: Let's have a beer. We had interesting sessions to say the least. Group B began by, hi, mom, talking about, we started talking about the interim Board and about a third of the way through realized, wait a minute, that's Group F. So we pulled back a little bit. We did come up with a number of interesting points and I think what we were able to reach consensus upon is not nearly as interesting as the things that we absolutely seem to agree that we didn't have consensus on. But those points were pretty well defined and hopefully some other members of Group B can elaborate on this, if necessary.

Let me go over what we did reach consensus on, at the end, I guess I got a little heavy handed and said, okay, let's figure out what we had consensus on so I can write them down and report to all of you. Obviously, we had the main consensus issue that I don't think anyone in this room will disagree with, and that being all process absolutely must open, fair, and transparent at all levels throughout the entire process, without it we're wasting our time, we'll go home.

We tended to agree and this is the most difficult one to word, so as not to disenfranchise anybody, as a whole the IFWP participants and I'm talking this conference and all the conferences that will come from now, and even perhaps some that haven't been convened yet, will act or should act as the principle incorporators of the new corporation. At some point you have to decide who the stakeholders are and at least the impression I got is, for now at least, we are the stakeholders. We need to define a broader group, but right now we're the stakeholders.

One thing that we came upon that I think is very good is the notion of independent councils underneath the Board for names, numbers, and protocols. And the point that was made is if you take names out of it, we have a lot of that right now. We have policies for numbers, we have policies for protocols. There is no reason that we can't take the things that are working now and bring them in.

The real point of contention is the names council. ~f you want to call them councils, the names council is the point of contention. We agreed as a point of consensus that there should be a rapidly constituted interim Board before a final Board. What that Board will do has not been finalized. We agree in principle on the concept of fair hearing panels. We think that they should be considered. Exactly what that means seems to be a bit nebulous, but the point being that anybody who has points that need to be brought should be able to bring them. They should be able to be heard in a fair and open manner and percolated to whatever level they need to be percolated to. And finally as an after thought, we all tended to agree that we need to pay close attention to checks and balances throughout this process, and there should definitely be checks and balances.

Now what didn't we arrive at consensus on, I think this is a lot more telling. The composition of membership, even if there is membership, it seemed to be moving towards the point where some people were saying there should be no membership and those who felt that there should be membership, felt that any entity should be able to be a member. There were some voices of dissension within this, but we were, I got the feeling, at least, that we were moving in that direction. And you're an entity, I'm an entity, the company you work for is an entity. Get six of your friends together and go bowling and you might be an entity. You're an entity until proved otherwise.

Now the composition of the membership is completely irrespective of the representation of the membership and this seemed to be very contentious. How do you setup representation of the membership, if any. Do you split it up geographically? Do you split it up by concern? Do you split it up function? Everybody seemed to have an opinion on this and some of them seemed very reasonable. In fact, a lot of the ones that I personally find reasonable are mutually incompatible and that frightens me.

The nomination of the Board and the selection Board, be that the interim Board or the final Board, we seem to agree in principle although nobody brought it up as a consensus point that the composition of the Board should meet a criteria. There should be some qualitative criteria that anybody nominated or elected to a Board position should meet. I don't know if that was truly a consensus point or not, I'm sure there are people who contend against that. But I seem to get the feeling that we were going in that direction.

As far as nomination goes, points were brought up, allow people to self-nominate and perhaps they have to meet some criteria. Or create nomination boards that have as a mandate, only nominate people who meet certain criteria. We really didn't get into this as much as I had hoped we would have, but this seems to me to be something very good for session F, especially when deciding exactly what the interim Board is going to be. To interject a personal feeling I think that if we can have a really solid interim Board nomination decision and scope process to find, that's going to take care of a lot of the Hoard questions. Obviously they are different but they are very similar.

The powers and constraints of the interim Board and the Board.

We agree that checks and balances should be enacted. What are the Board is going to do, what must the Hoards not do. And the entire spectrum in between. What can they do, what should they do, what must they do, and so on.

And, of course, what will probably be very contentious is the creation of the names council. There is contention over IP allocation, no doubt. There might even be contention over protocols, although not quite as much and in the same vein. But when you get to the question of creation of names, new names, how are they governed, what are the policies behind them, we could turn this place into a blood bath over this. The names council, if this is enacted the way that we, that we went towards it, would have the initial first shot at this. The composition of the names council obviously is of paramount importance to a lot of people. I hope we can put that aside for a while. Let's not worry about jockeying our own people into position to get what we want, let's get the structure down and then we can have guns at 30 paces on who gets to be on the names Board. So that's pretty much where we got. Not as much as I had hoped, but a lot more than I had feared. Questions?

MALE SPEAKER: Just two, one is a short point and the other a question. The short point is that it's interesting that some of the issues that are being discussed indeed were things that were considered and sort of unclear as to whether they were in Group A and there was some, I know in our group at least discussion on which issues should we be covering and shouldn't be covering, and should we rely on Group B to solve some of these answers or should we try to solve them ourselves and I think that's a process thing that's going to have to at least be noted and somehow resolved as these forums continue.

The question is, in defining who the incorporators are, you say those in this meeting, subsequent meeting, does this include those on the online lists and discussions? Because there are a lot of people that can't go to any of these meetings, but who will be very active in this in the online discussions.

Mr Ambler: That didn't come up, although that's a fantastic point. I can't speak for Group B, I could speak for myself, but I don't want to monopolize the mike. But that is a good point and perhaps it can be clarified. I don't know if it fits into F or not. But I mean, there area lot of questions that came up here in A, B, and C that need to be clarified, that D, E, and F aren't going to hit. In a way, in a way I almost feel that this might be, you know, any questions that come up now obviously they didn't occur to us. This might be a phenomenal segue into the next conference. Here are the things we decided that we had consensus on, we hope you in the next conference have consensus on them too. Here are the things that we realize that didn't even occur to us and it opens up more possibilities.

Ms Raveendran Green: To add to that point that was just raised about being incorporators, I think that's a great idea to some extent. But taking up on the point of people who can't be there, there has to be other mechanism for inputs.

Mr Ambler: Yes.

Ms Raveendran Green: There should be also active participation of people outside, creating a fellowship fund and things like we discussed on the steering level. But more importantly something that I have noted at this meeting that perhaps we could note for either tomorrow or subsequently, it does concern me when moderators of a group have a vested interest in that issue, then they don't become very objective moderators. So that's something that we might want to also layout in terms of process of the IFWP that has to in part of consideration as well.

Mr Ambler: The point was brought up also about if the IFWP participants are the principle incorporators, what about the people who aren't here, who can't make it here, what about areas where there aren't meetings, and yes, it's, as far as I'm concerned, absolutely essential that anybody who wants to participate, who wants to provide input should be allowed to do so.

Mr Calhoun: Terry Calhoun, Society for College and University Planning. I walked back and forth among all the groups and I heard it raised but never discussed which is something that bothers me a lot, this group, the IFWP, this meeting, the other meetings as they come up and afterwards and whatever corporation gets formed, needs to use the most up-to-date effective information technology to do what it does and communicate about what it does and I just like to raise that point while we still have a day left to talk about this.

Mr Ambler: That came up in a round about way when fairness hearings were brought up and somebody said, you know, my gosh, what a logistical nightmare to where we have these meetings and everything and Stef brought it up and I echoed it, we have computers let's use them. There is no reason that a lot of this can't be handled online. On the other hand, I feel that we got more accomplished just this afternoon then we've gotten accomplished in the past two years on all of the discussion boards, that's my feeling.

Mr. Weitzner: Danny Weitz:ner, Center for Democracy and Technology, I was in Group B which was really with Beth and Chris did a great job and I think reflected, the sense of our discussion, well the one thing that I would add is that just about everyone in our discussion did reflect the concern that although we were looking for consensus points for making progress, that what we at least in the Group wanted to relay to the next set of the meetings is that these are, these are works in progress and these are as much for comment as for consensus. I think especially on the subject of incorporation and the question of who can participate in that process and in what ways, I just want to underscore that the sense of our group was that this was a suggestion about how to move forward.

Mr Ambler: Right.

Mr Weitzner: Not the final answer about how to do it or the only answer.

Mr Ambler: Yes, the phrase that was used in our group that r really liked was progress going forward. Any consensus that we reached is by definition the consensus of the people in the room. The next meeting might not find it a point of consensus, but they will find that it's a good place to start.

MALE SPEAKER: Hand me the microphone once more. It's not very long until September 30th, and yes, it's nice to reach out, get everybody involved, but we don't have a lot of time to get everyone involved before we have to come up with something fairly concrete, so we've got to move really fast. And I would say let's move really fast at the risk of some exclusion, but try not to.

Mr Ambler: I personally agree and I'd like to add also one thing that I am very concerned about is, we have these meetings, we come up with points of consensus, we come up with progress moving forward. We have the next meeting, and the next meeting, and hopefully by the time we get to what is ostensibly the last meeting we've got some decent consensus, what then? At some point it's going to have to be put down on paper, at some point it's going to have to just be done. Somebody is going to have to step forward and say, this is what we're going to do. r don't see that as clear, I hope somebody else does.

Mr Van Couvering: At the risk of slowing things down a bit I'm very happy to be here and to participate, but I don't really know and I have feeling there are many people who really don't know who put this together, there are steering committees, can someone speak to the structure of this organization and how this meeting and how it relates to the other meetings that are to come and who are, who is in charge? I'm Anthony Van Couvering and I have a company NetNames, a domain registrar.

Mr Ambler: I don't know, I don't care. No, I would love somebody to do that, but I'll be honest with you, I don't give a rat's butt who is putting this thing together. We're here and we're getting stuff done, that's all I care about. But I'm also curious, so yes, at some point I'd like someone to talk about it.

MALE SPEAKER: On the subject of meeting the September 30th deadline, I would remind everyone that haste makes waste. The second thing that occurs is that having a deadline and having to meet a deadline becomes a very convenient cover for all kinds of out in the open, behind the scenes maneuvering and very quick decisions and that sort of thing. And so be very, very careful about getting sucked into the idea that we've got to hurry here, we haven't got time to expose this to the public, dah, dah.

Mr Ambler: That's what r said a minute ago, I agree with both sides. I think it should be exposed to the public as much as possible, but we also have a hard deadline coming up. Rather than worrying about somebody behind the scenes doing something at the last minute, it would be wonderful if we could figure out what the end of the process is. We obviously know what we're doing here, we know what we're doing going forward, where does it end, where does the decision get made, and how does it get done in an open process so that nobody can say, who is this guy, who came along at the end and made that decision, I don't remember this.

MALE SPEAKER: Clarification here. In one of the points it mentions as far as the people who participate in IEWI' has the to participate-Mr Ambler: The incorporators?

MALE SPEAKER: Right. So the gentleman's question before of exactly who is IFWP I think that should be clarified.

Mr Ambler: I can't clarify that.

MALE SPEAKER: Can someone clarify it?

Mr Ambler: I personally, though, would then strike 'EW? and say anybody in a process like this.

Mr Mitchell: I'm Scott Mitchell, I'm with a big Internet provider and I was in one of the conversation that started this, Barbara Dooley did and I know she is not here today. So maybe could we put off the IFWP discussion until tomorrow and just, and ask somebody to give us that tomorrow who might have a little more time and probably knows.

MALE SPEAKER: Right. But the whole question was how this started and I have the same issue, how it goes, especially if we're saying it should be the incorporators. So we'll just, if we can handle that tomorrow and put it on the (indiscernible).

Mr Ambler: Yes, as far as I'm personally concerned, if we can make this thing work and get it done, then that question is wonderful to be answered for the history books.

MALE SPEAKER: I guess drawing back on that point, if we can assume who is responsible and who is coordinating things, can we reach a point (indiscernible) address, but we agree on a limited number of who the stakeholders are so that we can begin to develop consensus' towards agreeing or disagreeing on specific points?

Mr Ambler: I personally don't even want to go there.

Ms Raveendran Green: If I could just add a comment about, it might seem very overwhelming in terms of like trying to get entire global participation, but I think by having some regional meetings definitely you're going to overcome some of that problem. But what I'm concerned about IFWP stands for International Forum on the White Paper, okay. And it's very important to keep the focus on that, you know. I was very concerned about the fact that everyone was sort of reinventing the white paper all over again.

While I might agree the white paper may not be complete and, in fact to a large extent Dr. Frankel herself used the definition of it being a skeleton and we're suppose to put the meat on the skeleton, I got the impression that some people don't even want that skeleton, they are literally throwing out and trying it all over again. Now if you're going to take that approach, then it's going to be a mammoth task, because you're literally going to have that whole debate re-opened in Europe and then re-opened in Asia, and you're never going to get anywhere.

But if you use the white paper, as the term IFWP stands for, is to focus on the white paper as sort of a guiding principle, guiding document, that which people around the world are already reading, already

discussing, already having lots of stuff on, then you can use these different regional forums to one, gain global awareness over what's going on, give people an opportunity to raise their views about it, and then we can start talking about consolidation. And I think one of the ideas that was raised by people who are on the IFWP process was, perhaps at some point there might be a final culmination of a meeting where you get legal experts from around the world who will then sit down and start drafting the document. Because right now we're too early in the game, people still need to vent, that's a feeling I get.

Mr Ambler: Yes.

Ms Raveendran Green: A lot of venting going on here, a lot of politicking going on, a lot of positioning, and that is a process that needs to go on. And then once that process has gone on, you get some kind of rough consensus, then the drafting happens (indiscernible).

Mr Ambler: I give, this is beyond the scope of Group B. I agree with everything you say and we should talk about this, but not with me up at the podium.

Mr Curran: Before Group C takes the podium, I'd like to just follow with one very brief comment, a lesser comment. I'm John Curran, GTE. Following with the name of this organization and our function here, I think reading the white paper is a mandatory requirement and I'd ask that if people didn't get a chance to they take some time this evening to download a copy and peruse it. Think it would be more constructive to the following discussions of tomorrow if that were the case.

Mr Foldes: My name Paul Foldes, I'm with InterHelp. And I have a question, not necessarily to you, but whoever else perhaps can answer this question. You made reference, let's get this work done and get, I mean, let's get to work on this and get it done. Somebody else made reference to September 30th.

Is the intention that something will be done by September 30th, and if so how is that possible given (indiscernible) --

Mr Ambler: The feeling that I got from Group B was that September 30th is viewed much like what was said this morning, get it done amongst yourselves or the specter of Government stepping in is always there. Is September 30~ a hard deadline, I didn't get the feeling that people, at least in Group B see it as a brick wall. But I also kind of got the feeling and anybody in Group B correct me if I'm wrong, that there is no reason we can't get it done by then, at least to the point where the specter of Government looks down and says, you are making sufficient progress.

My-the way I view it is, we're on a nice little track here and at September 3O~ we start coasting. And if we've got some momentum and we're moving along, then things will go fine. But if September 30~ comes along and we're still arguing over whether we have consensus on who we're going to create the Board, much less what they're going to do, we're in big trouble. It's too soon in my opinion to worry about it strongly, but it's something that has to be kept in mind all the time. Anything more concrete than that I'm not your guy, I'm the reporter of Group B.

MALE SPEAKER: Just addressing September 3O~, as of that date the cooperative agreement is gone and we'll have a vacuum as to respect to controlling of the route. And nature Board is a vacuum and people who want to monopolize the world tend to love it, so I would say, we really need to look at that date very, very, exclamation point, seriously!

Mr Ambler: Well Ira said, if we don't do something Government has to step in, why, because he doesn't want a different Judge in each state in the U.S. and the whole world for that matter dictating the route. He's absolutely right. My God, I don't want to use a swear word, but I'm scared hoopless, since this is being transcribed, of that happening. I'm frightened to death that the 30~ is going to get here and we don't have a clear direction and there are still parties who feel disenfranchised and we go to court over the whole thing, that scares the hell out of me.

Mr Greenwell: Hi, I'm Patrick Greenwell from NameSecure. I'm going to make life easy on you and ask you a question about Group B.

Mr Ambler: I'll buy you a beer.

Mr Greenwell: Wonderful. I was wondering if you could expand a bit on your discussion about voting mechanisms, if any were mentioned, because were talking about-Mr Ambler: Many were mentioned.

Mr Greenwell: You were talking earlier about nominations versus I guess some kind of more open mechanism. Could you give me a feel as to what?

Mr Ambler: As far as voting goes, voting was mentioned very briefly. The big question was, if there is voting who does the voting. And that degenerate, I shouldn't say degenerate, but it became a question of membership. To have voting you have to have membership and if there is membership who are the members. And that boiled down to a pretty clear division of there are either no members and this is all done by councils and boards, or any entity can be a member. And that then went into questions of; if you have any entity being a member, do you setup quota like systems, where the Board has and members of this qualification and of that qualification, being regional, being functional and what not. We didn't even come close to consensus on that. So to answer the question of voting, until we've decided who is going to vote is somewhat meaningless.

Mr Greenwell: Then did you decide as you stated earlier that it was your feeling that, that the people in this process were those members that would be voting?

Mr Ambler: No, no, we didn't decide that at all.

Mr Greenwell: No, I'm sorry. What you were talking about is that we are the stakeholders is what you had offered earlier.

Mr Ambler: The concept was forwarded that with respect to the interim Board and setting this thing up from the beginning, incorporating this, we are the stakeholders, and I mean, we in a very broad sense. Anybody who is participating in this process. And that the interim Board's responsibility would be to determine who the stakeholders for the Board are. And it seemed to me that might be a very nice way to look at it so that we don't get bogged down under all of these issues. We can decide, you know, we are taking the time and the difficulty to be here and work this out. Ultimately somebody has to make the decision.

Mr Peake: Hi, Adam Peake (phonetic sp.) from Glacom in Tokyo.

On the membership of the interim Hoard or others, did you follow the white papers ideas for 15 members with two from the 'AB and then one each from the regional registries and so on?

Mr Ambler: We, we discussed that at length, instead of 15, we decided that the Board should absolutely positively have N members.

Mr Peake: Good.

Mr Ambler: As far as the makeup of the Board, that was partially the question of membership and the segmentation of the representation of the membership. As far as how the Board is defined, what we did after lunch is anybody who had a proposal to make, a straw man propose made it. I'm not going to take up the time to read them all, but there were many different possibilities of X people from this group, X people from that group regionally. And then the next guy came up and said X people from this group, X people from that group functionally. No clear consensus whatsoever.

Mr Peake: So you essentially rejected the five that we knew or you just didn't make any-Mr Ambler: No, there was no clear consensus on whether the white paper was spot on, on how many from each different group. There seemed to be a consensus amongst the people who made proposals that the Board would be representative and split up as such from those people who made proposals. But I can't say it was consensus because a small minority made proposals. Hopefully that's exactly what we can tackle in earnest tomorrow in Group F. Before anybody else jumps up you disagreed with something I said about the group and I don't want to mis-speak for the group, so please clarify.

Mr Weisberg: Well, I'm Eric Weisberg with Individual and r don't believe that we had consensus or even more than a brief discussion of whether or not the interim Board would then appoint the Board or determine the structure of the Board.

Mr Ambler: Okay. I didn't mean to imply that, if I did I apologize.

Mr Weisberg: I'm sure that you didn't, I just thought that's what you said and I wanted to clarify that.

Mr Ambler: No, that's not what I said. What I said was conceptually the point was brought up that we are the stakeholders for the interim Board and the interim Board determines the stakeholders for the final Board, simply as a conceptual idea.

Mr Hendeles: Hi, I introduced, my name is Jason Hendeles by the way with ONIC Corporation. I wanted to just resolve one issues, because I think if we can walk away from this meeting with one thing, r think this is very important, and I think that the next step, well, one of the next steps should be for us to take, to maybe advertise or set a two week period for those people that could not attend to log on or sign on, but that there should be a definite clear cut limitation and rounding up the groups of people that are going to participate, or purport their views such that we can build towards an agenda or series of issues that can be, as a group, agreed or disagreed on and then move forward.

Otherwise there is never going to be a consensus. I don't believe that a democracy is going to get us where we need to be by September. I think we need a limited respectful group of the community, which I think many are here, and I think if we give the other people that want to be involved an opportunity to be involved, I think that would be good. And where I am going is I almost like to take this to a vote, that if we can agree to limit the number of stakeholders to a group that is clear consistent, I think we can then move towards solving, because no one in this room is going to agree on anything, so at least if we can get to a group that is-Mr Ambler: I don't agree with that.

Mr Cook: A comment I'd like to make that this segue, the segues off of what he just said, if I might, I think, I think from our group there was someone else who had another possible way of dealing with this. I don't think you summarized it, I'm not saying that, you know, you fell down and didn't do something you should do. But, or rather then try to summarize it for him, I would like to ask Stef to stand up and see if he can give the room a quick summary of his more fundamental process idea that could make some of the other things go a little bit easier. I think there was some degree of receptivity in our group toward it.

Mr Ambler: Well, all right, can he finish his point and then Stef-

MALE SPEAKER: Can we have a raise of hands in the room as to those people that believe that we should have, you know, giving time for those people that are not here to participate, a select group that can begin to make decisions and actually resolve things. Hands up for those people that agree.

Mr Bellovin: This group has a got a very serious issue of legitimacy. There is no reason why this group is going to perceived more than any other group as having the legitimacy and authority. It doesn't mean it's more or less illegitimate or more or less legitimate than any other, than other possible aggregations. We have to find ways, this was a point that was made in the opening remarks, we have no (A) priority mechanism for legitimacy, we have to get people to buy in. You know, there are a lot of people in the IETF who that the Ad Hoc Committee and the resultant MOU were a result of an open process, because it was driven, at least in part, through the IETF and we heard a lot of people say, no, X was excluded, Y excluded or more precisely, I was excluded.

MALE SPEAKER: I don't remember us discussing this in Group B. Then we have t~this is the most crucial issue is how to establish legitimacy.

Mr Ambler: I'm not disagreeing with you, but can we finish up Group B so I can sit down and let's get onto Group C and then see where we go. I mean we've got all night, join me for dinner, we'll talk about it, but.

Mr Stefferud: Does that mean you want to hear what I have to say?

Mr Ambler: If it was Group B stuff, which I hope it was.

Mr Stefferud: Okay. It was basically in essence my proposal, but with some adjustment, because of comments John Curran made. The suggestion is taking from our chairman's idea that one way to skin the cat in terms of who should be on the Board, is to reduce the scope of activities that the Board can take on and the decisions it could make. And my thought is that we should make that Board be very minimal and basically supervise and oversee open processes at lower levels with the three group we talked about.

Mr Ambler: Right. We had decided that we did in fact had consensus that underneath the Board would be individual councils for names, numbers, and protocols.

Mr Stefferud: Right.

Mr Ambler: So, yes, that would take that requirement away from the Board.

Mr Stefferud: Right. And that they would not be responsible for making the decisions of those councils, but to supervise the work of those councils in being open and fair. And that beyond that the councils should engage in the use of what I call fair hearing panels, to be sure that everyone who needs a voice in the policy deliberations gets it.

Mr Ambler: Right. This was the point at which we tended to agree in principle that fair hearing panels should definitely be considered. There was still a bit of non-clarity as to exactly what that would be. My feeling is that in session, I guess, F, talking about the interim Board and where to go, that might be more appropriate then.

Mr Stefferud: Right. So we did include, you did include the concept of fair hearing panels but without a lot of definition.

Mr Ambler: Right. And, yes, you're absolutely right, we've got to get moving, so Group C save me.

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