Appendix
A to Minutes of Board Meeting
31 October 2002
New Bylaws
(Not effective until a Transition Article is adopted.)
TABLE OF CONTENTS
ARTICLE I: MISSION AND CORE VALUES
ARTICLE II: POWERS
ARTICLE III: TRANSPARENCY
ARTICLE IV: ACCOUNTABILITY AND REVIEW
ARTICLE V: OMBUDSMAN
ARTICLE VI: BOARD OF DIRECTORS
ARTICLE VII: NOMINATING COMMITTEE
ARTICLE VIII: ADDRESS SUPPORTING ORGANIZATION
ARTICLE IX: COUNTRY CODE NAMES SUPPORTING ORGANIZATION
ARTICLE X: GENERIC NAMES SUPPORTING ORGANIZATION
ARTICLE XI: ADVISORY COMMITTEES
ARTICLE XI-A: OTHER ADVISORY MECHANISMS
ARTICLE XII: BOARD AND TEMPORARY COMMITTEES
ARTICLE XIII: OFFICERS
ARTICLE XIV: INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND OTHER AGENTS
ARTICLE XV: GENERAL PROVISIONS
ARTICLE XVI: FISCAL MATTERS
ARTICLE XVII: MEMBERS
ARTICLE XVIII: OFFICES AND SEAL
ARTICLE XIX: AMENDMENTS
ARTICLE XX: TRANSITION ARTICLE
ANNEX A: GNSO POLICY
DEVELOPMENT PROCESS
ARTICLE I: MISSION AND CORE VALUES
Section 1. MISSION
The mission of The Internet Corporation for Assigned Names and Numbers
("ICANN") is to coordinate, at the overall level, the global
Internet's systems of unique identifiers, and in particular to ensure
the stable and secure operation of the Internet's unique identifier
systems. In particular, ICANN:
1. Coordinates the allocation and assignment
of the three sets of unique identifiers for the Internet, which are
a. Domain names (forming a system referred
to as "DNS");
b. Internet protocol ("IP")
addresses and autonomous system ("AS") numbers; and
c. Protocol port and parameter numbers.
2. Coordinates the operation and evolution
of the DNS root name server system.
3. Coordinates policy development reasonably
and appropriately related to these technical functions.
Section 2. CORE VALUES
In performing its mission, the following core values should guide the
decisions and actions of ICANN:
1. Preserving and enhancing the operational
stability, reliability, security, and global interoperability of the
Internet.
2. Respecting the creativity, innovation,
and flow of information made possible by the Internet by limiting
ICANN's activities to those matters within ICANN's mission requiring
or significantly benefiting from global coordination.
3. To the extent feasible and appropriate,
delegating coordination functions to or recognizing the policy role
of other responsible entities that reflect the interests of affected
parties.
4. Seeking and supporting broad, informed
participation reflecting the functional, geographic, and cultural
diversity of the Internet at all levels of policy development and
decision-making.
5. Where feasible and appropriate, depending
on market mechanisms to promote and sustain a competitive environment.
6. Introducing and promoting competition
in the registration of domain names where practicable and beneficial
in the public interest.
7. Employing open and transparent policy
development mechanisms that (i) promote well-informed decisions based
on expert advice, and (ii) ensure that those entities most affected
can assist in the policy development process.
8. Making decisions by applying documented
policies neutrally and objectively, with integrity and fairness.
9. Acting with a speed that is responsive
to the needs of the Internet while, as part of the decision-making
process, obtaining informed input from those entities most affected.
10. Remaining accountable to the Internet
community through mechanisms that enhance ICANN's effectiveness.
11. While remaining rooted in the private
sector, recognizing that governments and public authorities are responsible
for public policy and duly taking into account governments' or public
authorities' recommendations.
These core values are deliberately expressed in very general terms,
so that they may provide useful and relevant guidance in the broadest
possible range of circumstances. Because they are not narrowly prescriptive,
the specific way in which they apply, individually and collectively,
to each new situation will necessarily depend on many factors that cannot
be fully anticipated or enumerated; and because they are statements
of principle rather than practice, situations will inevitably arise
in which perfect fidelity to all eleven core values simultaneously is
not possible. Any ICANN body making a recommendation or decision shall
exercise its judgment to determine which core values are most relevant
and how they apply to the specific circumstances of the case at hand,
and to determine, if necessary, an appropriate and defensible balance
among competing values.
ARTICLE II: POWERS
Section 1. GENERAL POWERS
Except as otherwise provided in the Articles of Incorporation or these
Bylaws, the powers of ICANN shall be exercised by, and its property
controlled and its business and affairs conducted by or under the direction
of, the Board. With respect to any matters that would fall within the
provisions of Article III, Section 6, the Board
may act only by a majority vote of all members of the Board. In all
other matters, except as otherwise provided in these Bylaws or by law,
the Board may act by majority vote of those present at any annual, regular,
or special meeting of the Board. Any references in these Bylaws to a
vote of the Board shall mean the vote of only those members present
at the meeting where a quorum is present unless otherwise specifically
provided in these Bylaws by reference to "all of the members of
the Board."
Section 2. RESTRICTIONS
ICANN shall not act as a Domain Name System Registry or Registrar or
Internet Protocol Address Registry in competition with entities affected
by the policies of ICANN. Nothing in this Section is intended to prevent
ICANN from taking whatever steps are necessary to protect the operational
stability of the Internet in the event of financial failure of a Registry
or Registrar or other emergency.
Section 3. NON-DISCRIMINATORY TREATMENT
ICANN shall not apply its standards, policies, procedures, or practices
inequitably or single out any particular party for disparate treatment
unless justified by substantial and reasonable cause, such as the promotion
of effective competition.
ARTICLE III: TRANSPARENCY
Section 1. PURPOSE
ICANN and its constituent bodies shall operate to the maximum extent
feasible in an open and transparent manner and consistent with procedures
designed to ensure fairness.
Section 2. WEBSITE
ICANN shall maintain a publicly-accessible Internet World Wide Web
site (the "Website"), which may include, among other things,
(i) a calendar of scheduled meetings of the Board, Supporting Organizations,
and Advisory Committees; (ii) a docket of all pending policy development
matters, including their schedule and current status; (iii) specific
meeting notices and agendas as described below; (iv) information on
ICANN's budget, annual audit, financial contributors and the amount
of their contributions, and related matters; (v) information about the
availability of accountability mechanisms, including reconsideration,
independent review, and Ombudsman activities, as well as information
about the outcome of specific requests and complaints invoking these
mechanisms; (vi) announcements about ICANN activities of interest to
significant segments of the ICANN community; (vii) comments received
from the community on policies being developed and other matters; (viii)
information about ICANN's physical meetings and public forums; and (ix)
other information of interest to the ICANN community.
Section 3. MANAGER OF PUBLIC PARTICIPATION
There shall be a staff position designated as Manager of Public Participation,
or such other title as shall be determined by the President, that shall
be responsible, under the direction of the President, for coordinating
the various aspects of public participation in ICANN, including the
Website and various other means of communicating with and receiving
input from the general community of Internet users.
Section 4. MEETING NOTICES AND AGENDAS
At least seven days in advance of each Board meeting (or if not practicable,
as far in advance as is practicable), a notice of such meeting and,
to the extent known, an agenda for the meeting shall be posted.
Section 5. MINUTES AND PRELIMINARY REPORTS
1. All minutes of meetings of the Board
and Supporting Organizations (and any councils thereof) shall be approved
promptly by the originating body and provided to the ICANN Secretary
for posting on the Website.
2. No later than five (5) days after
each meeting, any actions taken by the Board shall be made publicly
available in a preliminary report on the Website; provided, however,
that any actions relating to personnel or employment matters, legal
matters (to the extent the Board determines it is necessary or appropriate
to protect the interests of ICANN), matters that ICANN is prohibited
by law or contract from disclosing publicly, and other matters that
the Board determines, by a three-quarters (3/4) vote of Directors
present at the meeting and voting, are not appropriate for public
distribution, shall not be included in the preliminary report made
publicly available. For any matters that the Board determines not
to disclose, the Board shall describe in general terms in the relevant
preliminary report the reason for such nondisclosure.
3. No later than the day after the date
on which they are formally approved by the Board, the minutes shall
be made publicly available on the Website; provided, however, that
any minutes relating to personnel or employment matters, legal matters
(to the extent the Board determines it is necessary or appropriate
to protect the interests of ICANN), matters that ICANN is prohibited
by law or contract from disclosing publicly, and other matters that
the Board determines, by a three-quarters (3/4) vote of Directors
present at the meeting and voting, are not appropriate for public
distribution, shall not be included in the minutes made publicly available.
For any matters that the Board determines not to disclose, the Board
shall describe in general terms in the relevant minutes the reason
for such nondisclosure.
Section 6. NOTICE AND COMMENT ON POLICY ACTIONS
1. With respect to any policies that
are being considered by the Board for adoption that substantially
affect the operation of the Internet or third parties, including the
imposition of any fees or charges, ICANN shall:
a. provide public notice on the Website
explaining what policies are being considered for adoption and why,
at least twenty-one days (and if practical, earlier) prior to any
action by the Board;
b. provide a reasonable opportunity
for parties to comment on the adoption of the proposed policies,
to see the comments of others, and to reply to those comments, prior
to any action by the Board; and
c. in those cases where the policy
action affects public policy concerns, to request the opinion of
the Governmental Advisory Committee and take duly into account any
advice timely presented by the Governmental Advisory Committee on
its own initiative or at the Board's request.
2. Where both practically feasible and
consistent with the relevant policy development process, an in-person
public forum shall also be held for discussion of any proposed policies
as described in Section 6(1)(b) of this Article,
prior to any final Board action.
3. After taking action on any policy
subject to this Section, the Board shall publish in the meeting minutes
the reasons for any action taken, the vote of each Director voting
on the action, and the separate statement of any Director desiring
publication of such a statement.
Section 7. TRANSLATION OF DOCUMENTS
As appropriate and to the extent provided in the ICANN budget, ICANN
shall facilitate the translation of final published documents into various
appropriate languages.
ARTICLE IV: ACCOUNTABILITY AND REVIEW
Section 1. PURPOSE
In carrying out its mission as set out in these Bylaws, ICANN should
be accountable to the community for operating in a manner that is consistent
with these Bylaws, and with due regard for the core values set forth
in Article I of these Bylaws. The provisions of this
Article, creating processes for reconsideration and independent review
of ICANN actions and periodic review of ICANN's structure and procedures,
are intended to reinforce the various accountability mechanisms otherwise
set forth in these Bylaws, including the transparency provisions of Article III and the Board and other selection mechanisms
set forth throughout these Bylaws.
Section 2. RECONSIDERATION
1. ICANN shall have in place a process
by which any person or entity materially affected by an action of
ICANN may request review or reconsideration of that action by the
Board.
2. Any person or entity may submit a
request for reconsideration or review of an ICANN action or inaction
("Reconsideration Request") to the extent that he, she,
or it have been adversely affected by:
a. one or more staff actions or inactions
that contradict established ICANN policy(ies); or
b. one or more actions or inactions
of the ICANN Board that have been taken or refused to be taken without
consideration of material information, except where the party submitting
the request could have submitted, but did not submit, the information
for the Board's consideration at the time of action or refusal to
act.
3. There shall be a Committee of the Board consisting of not less
than three directors to review and consider any such requests ("Reconsideration
Committee"). The Reconsideration Committee shall have the authority
to:
a. evaluate requests for review or
reconsideration;
b. determine whether a stay of the
contested action pending resolution of the request is appropriate;
c. conduct whatever factual investigation
is deemed appropriate;
d. request additional written submissions
from the affected party, or from other parties; and
e. make a recommendation to the Board
of Directors on the merits of the request.
4. ICANN shall absorb the normal administrative
costs of the reconsideration process. It reserves the right to recover
from a party requesting review or reconsideration any costs which
are deemed to be extraordinary in nature. When such extraordinary
costs can be foreseen, that fact and the reasons why such costs are
necessary and appropriate to evaluating the Reconsideration Request
shall be communicated to the party seeking reconsideration, who shall
then have the option of withdrawing the request or agreeing to bear
such costs.
5. All Reconsideration Requests must
be submitted to an e-mail address designated by the Board's Reconsideration
Committee within thirty days after:
a. for requests challenging Board
actions, the date on which information about the challenged Board
action is first published in a preliminary report or minutes of
the Board's meetings; or
b. for requests challenging staff
actions, the date on which the party submitting the request became
aware of, or reasonably should have become aware of, the challenged
staff action; or
c. for requests challenging either
Board or staff inaction, the date on which the affected person reasonably
concluded, or reasonably should have concluded, that action would
not be taken in a timely manner.
6. All Reconsideration Requests must
include the information required by the Reconsideration Committee,
which shall include at least the following information:
a. name, address, and contact information
for the requesting party, including postal and e-mail addresses;
b. the specific action or inaction
of ICANN for which review or reconsideration is sought;
c. the date of the action or inaction;
d. the manner by which the requesting
party will be affected by the action or inaction;
e. the extent to which, in the opinion
of the party submitting the Request for Reconsideration, the action
or inaction complained of adversely affects others;
f. whether a temporary stay of any
action complained of is requested, and if so, the harms that will
result if the action is not stayed;
g. in the case of staff action or
inaction, a detailed explanation of the facts as presented to the
staff and the reasons why the staff's action or inaction was inconsistent
with established ICANN policy(ies);
h. in the case of Board action or
inaction, a detailed explanation of the material information not
considered by the Board and, if the information was not presented
to the Board, the reasons the party submitting the request did not
submit it to the Board before it acted or failed to act;
i. what specific steps the requesting
party asks ICANN to take-i.e., whether and how the action should
be reversed, cancelled, or modified, or what specific action should
be taken;
j. the grounds on which the requested
action should be taken; and
k. any documents the requesting party
wishes to submit in support of its request.
7. All Reconsideration Requests shall
be posted on the Website.
8. The Reconsideration Committee shall
have authority to consider Reconsideration Requests from different
parties in the same proceeding so long as (i) the requests involve
the same general action or inaction and (ii) the parties submitting
Reconsideration Requests are similarly affected by such action or
inaction.
9. The Reconsideration Committee shall
review Reconsideration Requests promptly upon receipt and announce,
within thirty days, its intention to either decline to consider or
proceed to consider a Reconsideration Request after receipt of the
Request. The announcement shall be posted on the Website.
10. The Reconsideration Committee announcement
of a decision not to hear a Reconsideration Request must contain an
explanation of the reasons for its decision.
11. The Reconsideration Committee may
request additional information or clarifications from the party submitting
the Request for Reconsideration.
12. The Reconsideration Committee may
ask the ICANN staff for its views on the matter, which comments shall
be made publicly available on the Website.
13. If the Reconsideration Committee
requires additional information, it may elect to conduct a meeting
with the party seeking Reconsideration by telephone, e-mail or, if
acceptable to the party requesting reconsideration, in person. To
the extent any information gathered in such a meeting is relevant
to any recommendation by the Reconsideration Committee, it shall so
state in its recommendation.
14. The Reconsideration Committee may
also request information relevant to the request from third parties.
To the extent any information gathered is relevant to any recommendation
by the Reconsideration Committee, it shall so state in its recommendation.
15. The Reconsideration Committee shall
act on a Reconsideration Request on the basis of the public written
record, including information submitted by the party seeking reconsideration
or review, by the ICANN staff, and by any third party.
16. To protect against abuse of the
reconsideration process, a request for reconsideration may be dismissed
by the Reconsideration Committee where it is repetitive, frivolous,
non-substantive, or otherwise abusive, or where the affected party
had an opportunity, but was unwilling, to participate in the public
comment period relating to the contested action, if applicable. Likewise,
the Reconsideration Committee may dismiss a request when the requesting
party does not show that it will be affected by ICANN's action.
17. The Reconsideration Committee shall
make a final recommendation to the Board with respect to a Reconsideration
Request within ninety days following its receipt of the request, unless
impractical, in which case it shall report to the Board the circumstances
that prevented it from making a final recommendation and its best
estimate of the time required to produce such a final recommendation.
The final recommendation shall be posted on the Website.
18. The Board shall not be bound to
follow the recommendations of the Reconsideration Committee. The final
decision of the Board shall be made public as part of the preliminary
report and minutes of the Board meeting at which action is taken.
19. The Reconsideration Committee shall
submit a report to the Board on an annual basis containing at least
the following information for the preceding calendar year:
a. the number and general nature
of Reconsideration Requests received;
b. the number of Reconsideration
Requests on which the Committee has taken action;
c. the number of Reconsideration
Requests that remained pending at the end of the calendar year and
the average length of time for which such Reconsideration Requests
have been pending;
d. a description of any Reconsideration
Requests that were pending at the end of the calendar year for more
than ninety (90) days and the reasons that the Committee has not
taken action on them;
e. the number and nature of Reconsideration
Requests that the Committee declined to consider on the basis that
they did not meet the criteria established in this policy;
f. for Reconsideration Requests that
were denied, an explanation of any other mechanisms available to
ensure that ICANN is accountable to persons materially affected
by its decisions; and
g. whether or not, in the Committee's
view, the criteria for which reconsideration may be requested should
be revised, or another process should be adopted or modified, to
ensure that all persons materially affected by ICANN decisions have
meaningful access to a review process that ensures fairness while
limiting frivolous claims.
20. Each annual report shall also aggregate
the information on the topics listed in paragraph
19(a)-(e) of this Section for the period beginning 1 January 2003.
Section 3. INDEPENDENT REVIEW OF BOARD ACTIONS
1. In addition to the reconsideration
process described in Section 2 of this Article,
ICANN shall have in place a separate process for independent third-party
review of Board actions alleged by an affected party to be inconsistent
with the Articles of Incorporation or Bylaws.
2. Any person materially affected by
a decision or action by the Board that he or she asserts is inconsistent
with the Articles of Incorporation or Bylaws may submit a request
for independent review of that decision or action.
3. Requests for such independent review
shall be referred to an Independent Review Panel ("IRP"),
which shall be charged with comparing contested actions of the Board
to the Articles of Incorporation and Bylaws, and with declaring whether
the Board has acted consistently with the provisions of those Articles
of Incorporation and Bylaws.
4. The IRP shall be operated by an international
arbitration provider appointed from time to time by ICANN ("the
IRP Provider") using arbitrators under contract with or nominated
by that provider.
5. Subject to the approval of the Board,
the IRP Provider shall establish operating rules and procedures, which
shall implement and be consistent with this Section
3.
6. Either party may elect that the request
for independent review be considered by a three-member panel; in the
absence of any such election, the issue shall be considered by a one-member
panel.
7. The IRP Provider shall determine a
procedure for assigning members to individual panels; provided that
if ICANN so directs, the IRP Provider shall establish a standing panel
to hear such claims.
8. The IRP shall have the authority to:
a. request additional written submissions
from the party seeking review, the Board, the Supporting Organizations,
or from other parties;
b. declare whether an action or inaction
of the Board was inconsistent with the Articles of Incorporation
or Bylaws; and
c. recommend that the Board stay any
action or decision, or that the Board take any interim action, until
such time as the Board reviews and acts upon the opinion of the
IRP.
9. Individuals holding an official position
or office within the ICANN structure are not eligible to serve on
the IRP.
10. In order to keep the costs and burdens
of independent review as low as possible, the IRP should conduct its
proceedings by e-mail and otherwise via the Internet to the maximum
extent feasible. Where necessary, the IRP may hold meetings by telephone.
11. The IRP shall adhere to conflicts-of-interest
policy stated in the IRP Provider's operating rules and procedures,
as approved by the Board.
12. Declarations of the IRP shall be
in writing. The IRP shall make its declaration based solely on the
documentation, supporting materials, and arguments submitted by the
parties, and in its declaration shall specifically designate the prevailing
party. The party not prevailing shall be responsible for bearing all
costs of the IRP Provider. Each party to the IRP proceedings shall
bear its own expenses.
13. The IRP operating procedures, and
all petitions, claims, and declarations, shall be posted on the Website
when they become available.
14. The IRP may, in its discretion,
grant a party's request to keep certain information confidential,
such as trade secrets.
15. Where feasible, the Board shall
consider the IRP declaration at the Board's next meeting.
Section 4. PERIODIC REVIEW OF ICANN STRUCTURE
AND OPERATIONS
The Board shall cause a periodic review, if feasible no less frequently
than every three years, of the performance and operation of each Supporting
Organization, Supporting Organization Council, Advisory Committee (other
than the Governmental Advisory Committee) and Nominating Committee by
an entity or entities independent of the organization under review.
The goal of the review, to be undertaken pursuant to such criteria and
standards as the Board shall direct, shall be to determine (i) whether
that organization has a continuing purpose in the ICANN structure, and
(ii) if so, whether any change in structure or operations is desirable
to improve its effectiveness. The results of such reviews shall be posted
on the Website for public review and comment, and shall be considered
by the Board no later than the second scheduled meeting of the Board
after such results have been posted for 30 days. The first such reviews,
to be initiated within one year following the adoption of these Bylaws,
shall be of the GNSO Names Council and the ICANN Root Server System
Advisory Committee. The Governmental Advisory Committee shall provide
its own review mechanisms.
ARTICLE V: OMBUDSMAN
Section 1. OFFICE OF OMBUDSMAN
1. There shall be an Office of Ombudsman,
to be managed by an Ombudsman and to include such staff support as
the Board determines is appropriate and feasible. The Ombudsman shall
be a full-time position, with salary and benefits appropriate to the
function, as determined by the Board.
2. The Ombudsman shall be appointed by
the Board for an initial term of two years, subject to renewal by
the Board.
3. The Ombudsman shall be subject to dismissal
by the Board only upon a three-fourths (3/4) vote of the entire Board.
4. The annual budget for the Office of
Ombudsman shall be established by the Board as part of the annual
ICANN budget process. The Ombudsman shall submit a proposed budget
to the President, and the President shall include that budget submission
in its entirety and without change in the general ICANN budget recommended
by the ICANN President to the Board. Nothing in this Article shall
prevent the President from offering separate views on the substance,
size, or other features of the Ombudsman's proposed budget to the
Board.
Section 2. CHARTER
The charter of the Ombudsman shall be to act as a neutral dispute resolution
practitioner for those matters for which the provisions of the Reconsideration
Policy set forth in Section 2 of Article IV or the
Independent Review Policy set forth in Section 3 of
Article IV have not been invoked. The principal function of the
Ombudsman shall be to provide an independent internal evaluation of
complaints by members of the ICANN community who believe that the ICANN
staff, Board or an ICANN constituent body has treated them unfairly.
The Ombudsman shall serve as an objective advocate for fairness, and
shall seek to evaluate and where possible resolve complaints about unfair
or inappropriate treatment by ICANN staff, the Board, or ICANN constituent
bodies, clarifying the issues and using conflict resolution tools such
as negotiation, facilitation, and "shuttle diplomacy" to achieve
these results.
Section 3. OPERATIONS
The Office of Ombudsman shall:
1. facilitate the fair, impartial, and
timely resolution of problems and complaints that affected members
of the ICANN community (excluding employees and vendors/suppliers
of ICANN) may have with specific actions or failures to act by the
Board or ICANN staff which have not otherwise become the subject of
either the Reconsideration or Independent Review Policies;
2. exercise discretion to accept or decline
to act on a complaint or question, including by the development of
procedures to dispose of complaints that are insufficiently concrete,
substantive, or related to ICANN's interactions with the community
so as to be inappropriate subject matters for the Ombudsman to act
on. In addition, and without limiting the foregoing, the Ombudsman
shall have no authority to act in any way with respect to internal
administrative matters, personnel matters, issues relating to membership
on the Board, or issues related to vendor/supplier relations;
3. have the right to have access to (but
not to publish if otherwise confidential) all necessary information
and records from ICANN staff and constituent bodies to enable an informed
evaluation of the complaint and to assist in dispute resolution where
feasible (subject only to such confidentiality obligations as are
imposed by the complainant or any generally applicable confidentiality
policies adopted by ICANN);
4. heighten awareness of the Ombudsman
program and functions through routine interaction with the ICANN community
and online availability;
5. maintain neutrality and independence,
and have no bias or personal stake in an outcome; and
6. comply with all ICANN conflicts-of-interest
and confidentiality policies.
Section 4. INTERACTION WITH ICANN AND OUTSIDE
ENTITIES
1. No ICANN employee, Board member, or
other participant in Supporting Organizations or Advisory Committees
shall prevent or impede the Ombudsman's contact with the ICANN community
(including employees of ICANN). ICANN employees and Board members
shall direct members of the ICANN community who voice problems, concerns,
or complaints about ICANN to the Ombudsman, who shall advise complainants
about the various options available for review of such problems, concerns,
or complaints.
2. ICANN staff and other ICANN participants
shall observe and respect determinations made by the Office of Ombudsman
concerning confidentiality of any complaints received by that Office.
3. Contact with the Ombudsman shall not
constitute notice to ICANN of any particular action or cause of action.
4. The Ombudsman shall be specifically
authorized to make such reports to the Board as he or she deems appropriate
with respect to any particular matter and its resolution or the inability
to resolve it. Absent a determination by the Ombudsman, in his or
her sole discretion, that it would be inappropriate, such reports
shall be posted on the Website.
5. The Ombudsman shall not take any actions
not authorized in these Bylaws, and in particular shall not institute,
join, or support in any way any legal actions challenging ICANN structure,
procedures, processes, or any conduct by the ICANN Board, staff, or
constituent bodies.
Section 5. ANNUAL REPORT
The Office of Ombudsman shall publish on an annual basis a consolidated
analysis of the year's complaints and resolutions, appropriately dealing
with confidentiality obligations and concerns. Such annual report should
include a description of any trends or common elements of complaints
received during the period in question, as well as recommendations for
steps that could be taken to minimize future complaints. The annual
report shall be posted on the Website.
ARTICLE VI: BOARD OF DIRECTORS
Section 1. COMPOSITION OF THE BOARD
The ICANN Board of Directors ("Board") shall consist of fifteen
voting members ("Directors"). In addition, six non-voting
liaisons ("Liaisons") shall be designated for the purposes
set forth in Section 9 of this Article. Only Directors
shall be included in determining the existence of quorums, and in establishing
the validity of votes taken by the ICANN Board.
Section 2. DIRECTORS AND THEIR SELECTION; ELECTION
OF CHAIRMAN AND VICE-CHAIRMAN
1. The Directors shall consist of:
a. Eight voting members selected by
the Nominating Committee established by Article VII
of these Bylaws. These seats on the Board of Directors are referred
to in these Bylaws as Seats 1 through 8.
b. Two voting members selected by
the Address Supporting Organization according to the provisions
of Article VIII of these Bylaws. These seats
on the Board of Directors are referred to in these Bylaws as Seat
9 and Seat 10.
c. Two voting members selected by
the Country-Code Names Supporting Organization according to the
provisions of Article IX of these Bylaws. These
seats on the Board of Directors are referred to in these Bylaws
as Seat 11 and Seat 12.
d. Two voting members selected by
the Generic Names Supporting Organization according to the provisions
of Article X of these Bylaws. These seats on the
Board of Directors are referred to in these Bylaws as Seat 13 and
Seat 14.
e. The President ex officio, who shall
be a voting member.
2. In carrying out its responsibilities
to fill Seats 1 through 8, the Nominating Committee shall seek to
ensure that the ICANN Board is composed of members who in the aggregate
display diversity in geography, culture, skills, experience, and perspective,
by applying the criteria set forth in Section 3 of
this Article. At no time shall the Nominating Committee select
a Director to fill any vacancy or expired term whose selection would
cause the total number of Directors (not including the President)
who are citizens of countries in any one Geographic Region (as defined
in Section 5 of this Article) to exceed five;
and the Nominating Committee shall ensure through its selections that
at all times the Board includes at least one Director who is a citizen
of a country in each ICANN Geographic Region.
3. In carrying out their responsibilities
to fill Seats 9 through 14, the Supporting Organizations shall seek
to ensure that the ICANN Board is composed of members that in the
aggregate display diversity in geography, culture, skills, experience,
and perspective, by applying the criteria set forth in Section
3 of this Article. At any given time, no two Directors selected
by a Supporting Organization shall be citizens of the same country
or of countries located in the same Geographic Region.
4. The Board shall annually elect a Chairman
and a Vice-Chairman from among the Directors, not including the President.
Section 3. CRITERIA FOR SELECTION OF DIRECTORS
ICANN Directors shall be:
1. Accomplished persons of integrity,
objectivity, and intelligence, with reputations for sound judgment
and open minds, and a demonstrated capacity for thoughtful group decision-making;
2. Persons with an understanding of ICANN's
mission and the potential impact of ICANN decisions on the global
Internet community, and committed to the success of ICANN;
3. Persons who will produce the broadest
cultural and geographic diversity on the Board consistent with meeting
the other criteria set forth in this Section;
4. Persons who, in the aggregate, have
personal familiarity with the operation of gTLD registries and registrars;
with ccTLD registries; with IP address registries; with Internet technical
standards and protocols; with policy-development procedures, legal
traditions, and the public interest; and with the broad range of business,
individual, academic, and non-commercial users of the Internet;
5. Persons who are willing to serve as
volunteers, without compensation other than the reimbursement of certain
expenses; and
6. Persons who are able to work and communicate
in written and spoken English.
Section 4. ADDITIONAL QUALIFICATIONS
Notwithstanding anything herein to the contrary, no official of a national
government or a multinational entity established by treaty or other
agreement between national governments may serve as a Director. As used
herein, the term "official" means a person (i) who holds an
elective governmental office or (ii) who is employed by such government
or multinational entity and whose primary function with such government
or entity is to develop or influence governmental or public policies.
Section 5. INTERNATIONAL REPRESENTATION
In order to ensure broad international representation on the Board,
the selection of Directors by the Nominating Committee and each Supporting
Organization shall comply with all applicable diversity provisions of
these Bylaws or of any Memorandum of Understanding referred to in these
Bylaws concerning the Supporting Organization. One intent of these diversity
provisions is to ensure that at all times each Geographic Region shall
have at least one Director, and at all times no region shall have more
than five Directors on the Board (not including the President). As used
in these Bylaws, each of the following is considered to be a "Geographic
Region": Europe; Asia/Australia/Pacific; Latin America/Caribbean
islands; Africa; and North America. The specific countries included
in each Geographic Region shall be determined by the Board, and this
Section shall be reviewed by the Board from time to time (but at least
every three years) to determine whether any change is appropriate, taking
account of the evolution of the Internet.
Section 6. DIRECTORS' CONFLICTS OF INTEREST
The Board, through a committee designated for that purpose, shall require
a statement from each Director not less frequently than once a year
setting forth all business and other affiliations which relate in any
way to the business and other affiliations of ICANN. Each Director shall
be responsible for disclosing to ICANN any matter that could reasonably
be considered to make such Director an "interested director"
within the meaning of Section 5233 of the California Nonprofit Public
Benefit Corporation Law ("CNPBCL"). In addition, each Director
shall disclose to ICANN any relationship or other factor that could
reasonably be considered to cause the Director to be considered to be
an "interested person" within the meaning of Section 5227
of the CNPBCL. The Board shall adopt policies specifically addressing
Director, Officer, and Supporting Organization conflicts of interest.
No Director shall vote on any matter in which he or she has a material
and direct financial interest that would be affected by the outcome
of the vote.
Section 7. DUTIES OF DIRECTORS
Directors shall serve as individuals who have the duty to act in what
they reasonably believe are the best interests of ICANN and not as representatives
of the entity that selected them, their employers, or any other organizations
or constituencies.
Section 8. TERMS OF DIRECTORS
1. Subject to the provisions of the Transition
Article of these Bylaws, the regular term of office of Director
Seats 1 through 14 shall begin as follows:
a. The regular terms of Seats 1 through
3 shall begin at the conclusion of ICANN's annual meeting in 2003
and each ICANN meeting every third year after 2003;
b. The regular terms of Seats 4 through
6 shall begin at the conclusion of ICANN's annual meeting in 2004
and each ICANN meeting every third year after 2004;
c. The regular terms of Seats 7 and
8 shall begin at the conclusion of ICANN's annual meeting in 2005
and each ICANN meeting every third year after 2005;
d. The regular terms of Seats 9 and
12 shall begin on the day six months after the conclusion of ICANN's
annual meeting in 2002 and each ICANN meeting every third year after
2002;
e. The regular terms of Seats 10 and
13 shall begin on the day six months after the conclusion of ICANN's
annual meeting in 2003 and each ICANN meeting every third year after
2003; and
f. The regular terms of Seats 11 and
14 shall begin on the day six months after the conclusion of ICANN's
annual meeting in 2004 and each ICANN meeting every third year after
2004.
2. Each Director holding any of Seats
1 through 14, including a Director selected to fill a vacancy, shall
hold office for a term that lasts until the next term for that Seat
commences and until a successor has been selected and qualified or
until that Director resigns or is removed in accordance with these
Bylaws.
3. At least one month before the commencement
of each annual meeting, the Nominating Committee shall give the Secretary
of ICANN written notice of its selection of Directors for seats with
terms beginning at the conclusion of the annual meeting.
4. No later than five months after the
conclusion of each annual meeting, any Supporting Organization entitled
to select a Director for a Seat with a term beginning on the day six
months after the conclusion of the annual meeting shall give the Secretary
of ICANN written notice of its selection.
5. No Director may serve more than three
consecutive terms.
6. The term as Director of the person
holding the office of President shall be for as long as, and only
for as long as, such person holds the office of President.
Section 9. NON-VOTING LIAISONS
1. The non-voting liaisons shall include:
a. One appointed by the Governmental
Advisory Committee;
b. One appointed by the Root Server
System Advisory Committee established by Article
XI of these Bylaws;
c. One appointed by the Security and
Stability Advisory Committee established by Article
XI of these Bylaws;
d. One appointed by the Technical
Liaison Group established by Article XI-A of these
Bylaws;
e. One appointed by the At-Large Advisory
Committee established by Article XI of these Bylaws;
and
f. One appointed by the Internet Engineering
Task Force.
2. Subject to the provisions of the Transition
Article of these Bylaws, the non-voting liaisons shall serve terms
that begin at the conclusion of each annual meeting. At least one
month before the commencement of each annual meeting, each body entitled
to appoint a non-voting liaison shall give the Secretary of ICANN
written notice of its appointment.
3. Non-voting liaisons shall serve as
volunteers, without compensation other than the reimbursement of certain
expenses.
4. Each non-voting liaison may be reappointed,
and shall remain in that position until a successor has been appointed
or until the liaison resigns or is removed in accordance with these
Bylaws.
5. The non-voting liaisons shall be entitled
to attend Board meetings, participate in Board discussions and deliberations,
and have access (under conditions established by the Board) to materials
provided to Directors for use in Board discussions, deliberations
and meetings, but shall otherwise not have any of the rights and privileges
of Directors. Non-voting liaisons shall be entitled (under conditions
established by the Board) to use any materials provided to them pursuant
to this Section for the purpose of consulting with their respective
committee or organization.
Section 10. RESIGNATION OF A DIRECTOR OR NON-VOTING
LIAISON
Subject to Section 5226 of the CNPBCL, any Director or non-voting liaison
may resign at any time, either by oral tender of resignation at any
meeting of the Board (followed by prompt written notice to the Secretary
of ICANN) or by giving written notice thereof to the President or the
Secretary of ICANN. Such resignation shall take effect at the time specified,
and, unless otherwise specified, the acceptance of such resignation
shall not be necessary to make it effective. The successor shall be
selected pursuant to Section 12 of this Article.
Section 11. REMOVAL OF A DIRECTOR OR NON-VOTING
LIAISON
1. Any Director may be removed, following
notice to that Director and, if selected by a Supporting Organization,
to that Supporting Organization, by a three-fourths (3/4) majority
vote of all Directors; provided, however, that the Director who is
the subject of the removal action shall not be entitled to vote on
such an action or be counted as a voting member of the Board when
calculating the required three-fourths (3/4) vote; and provided further,
that each vote to remove a Director shall be a separate vote on the
sole question of the removal of that particular Director.
2. With the exception of the non-voting
liaison appointed by the Governmental Advisory Committee, any non-voting
liaison may be removed, following notice to that liaison and to the
organization by which that liaison was selected, by a three-fourths
(3/4) majority vote of all Directors if the selecting organization
fails to promptly remove that liaison following such notice. The Board
may request the Governmental Advisory Committee to consider the replacement
of the non-voting liaison appointed by that Committee if the Board,
by a three-fourths (3/4) majority vote of all Directors, determines
that such an action is appropriate.
Section 12. VACANCIES
1. A vacancy or vacancies in the Board
of Directors shall be deemed to exist in the case of the death, resignation,
or removal of any Director; if the authorized number of Directors
is increased; or if a Director has been declared of unsound mind by
a final order of court or convicted of a felony or incarcerated for
more than 90 days as a result of a criminal conviction or has been
found by final order or judgment of any court to have breached a duty
under Sections 5230 et seq. of the CNPBCL. Any vacancy occurring on
the Board of Directors shall be filled by the Nominating Committee,
unless (a) that Director was selected by a Supporting Organization,
in which case that vacancy shall be filled by that Supporting Organization,
or (b) that Director was the President, in which case the vacancy
shall be filled in accordance with the provisions of Article
XIII of these Bylaws. The selecting body shall give written notice
to the Secretary of ICANN of their appointments to fill vacancies.
A Director selected to fill a vacancy on the Board shall serve for
the unexpired term of his or her predecessor in office and until a
successor has been selected and qualified. No reduction of the authorized
number of Directors shall have the effect of removing a Director prior
to the expiration of the Director's term of office.
2. The organizations selecting the non-voting
liaisons identified in Section 9 of this Article are responsible for determining the existence of, and filling, any
vacancies in those positions. They shall give the Secretary of ICANN
written notice of their appointments to fill vacancies.
Section 13. ANNUAL MEETINGS
Annual meetings of ICANN shall be held for the purpose of electing
Officers and for the transaction of such other business as may come
before the meeting. Each annual meeting shall be held during the fourth
quarter of the calendar year. The annual meeting shall be held at the
principal office of ICANN. The annual meeting shall be open to the public.
If the Board determines that it is practical, the annual meeting should
be distributed in real-time and archived video and audio formats on
the Internet.
Section 14. REGULAR MEETINGS
Regular meetings of the Board shall be held on dates to be determined
by the Board. In the absence of other designation, regular meetings
shall be held at the principal office of ICANN.
Section 15. SPECIAL MEETINGS
Special meetings of the Board may be called by or at the request of
one-quarter (1/4) of the members of the Board or by the Chairman of
the Board or the President. A call for a special meeting shall be made
by the Secretary of ICANN. In the absence of designation, special meetings
shall be held at the principal office of ICANN.
Section 16. NOTICE OF MEETINGS
Notice of time and place of all meetings shall be delivered personally
or by telephone or by electronic mail to each Director and non-voting
liaison, or sent by first-class mail (air mail for addresses outside
the United States) or facsimile, charges prepaid, addressed to each
Director and non-voting liaison at the Director's or non-voting liaison's
address as it is shown on the records of ICANN. In case the notice is
mailed, it shall be deposited in the United States mail at least fourteen
(14) days before the time of the holding of the meeting. In case the
notice is delivered personally or by telephone or facsimile or electronic
mail it shall be delivered personally or by telephone or facsimile or
electronic mail at least forty-eight (48) hours before the time of the
holding of the meeting. Notwithstanding anything in this Section to
the contrary, notice of a meeting need not be given to any Director
who signed a waiver of notice or a written consent to holding the meeting
or an approval of the minutes thereof, whether before or after the meeting,
or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such Director. All such waivers,
consents and approvals shall be filed with the corporate records or
made a part of the minutes of the meetings.
Section 17. QUORUM
At all annual, regular, and special meetings of the Board, a majority
of the total number of Directors then in office shall constitute a quorum
for the transaction of business, and the act of a majority of the Directors
present at any meeting at which there is a quorum shall be the act of
the Board, unless otherwise provided herein or by law. If a quorum shall
not be present at any meeting of the Board, the Directors present thereat
may adjourn the meeting from time to time to another place, time, or
date. If the meeting is adjourned for more than twenty-four (24) hours,
notice shall be given to those Directors not at the meeting at the time
of the adjournment.
Section 18. ACTION BY TELEPHONE MEETING OR BY
OTHER COMMUNICATIONS EQUIPMENT
Members of the Board or any Committee of the Board may participate
in a meeting of the Board or Committee of the Board through use of (i)
conference telephone or similar communications equipment, provided that
all Directors participating in such a meeting can speak to and hear
one another or (ii) electronic video screen communication or other communication
equipment; provided that (a) all Directors participating in such a meeting
can speak to and hear one another, (b) all Directors are provided the
means of fully participating in all matters before the Board or Committee
of the Board, and (c) ICANN adopts and implements means of verifying
that (x) a person participating in such a meeting is a Director or other
person entitled to participate in the meeting and (y) all actions of,
or votes by, the Board or Committee of the Board are taken or cast only
by the members of the Board or Committee and not persons who are not
members. Participation in a meeting pursuant to this Section constitutes
presence in person at such meeting. ICANN shall make available at the
place of any meeting of the Board the telecommunications equipment necessary
to permit members of the Board to participate by telephone.
Section 19. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board or a Committee
of the Board may be taken without a meeting if all of the Directors
entitled to vote thereat shall individually or collectively consent
in writing to such action. Such written consent shall have the same
force and effect as the unanimous vote of such Directors. Such written
consent or consents shall be filed with the minutes of the proceedings
of the Board.
Section 20. ELECTRONIC MAIL
If permitted under applicable law, communication by electronic mail
shall be considered equivalent to any communication otherwise required
to be in writing. ICANN shall take such steps as it deems appropriate
under the circumstances to assure itself that communications by electronic
mail are authentic.
Section 21. RIGHTS OF INSPECTION
Every Director shall have the right at any reasonable time to inspect
and copy all books, records and documents of every kind, and to inspect
the physical properties of ICANN. ICANN shall establish reasonable procedures
to protect against the inappropriate disclosure of confidential information.
Section 22. COMPENSATION
The Directors shall receive no compensation for their services as Directors.
The Board may, however, authorize the reimbursement of actual and necessary
reasonable expenses incurred by Directors and non-voting liaisons performing
their duties as Directors or non-voting liaisons.
Section 23. PRESUMPTION OF ASSENT
A Director present at a Board meeting at which action on any corporate
matter is taken shall be presumed to have assented to the action taken
unless his or her dissent or abstention is entered in the minutes of
the meeting, or unless such Director files a written dissent or abstention
to such action with the person acting as the secretary of the meeting
before the adjournment thereof, or forwards such dissent or abstention
by registered mail to the Secretary of ICANN immediately after the adjournment
of the meeting. Such right to dissent or abstain shall not apply to
a Director who voted in favor of such action.
ARTICLE VII: NOMINATING COMMITTEE
Section 1. DESCRIPTION
There shall be a Nominating Committee of ICANN, responsible for the
selection of all ICANN Directors except the President and those Directors
selected by ICANN's Supporting Organizations, and for such other selections
as are set forth in these Bylaws.
Section 2. COMPOSITION
The Nominating Committee shall be composed of the following delegates:
1. A non-voting Chair, appointed by
the ICANN Board;
2. The immediately previous Nominating
Committee Chair, as a non-voting advisor;
3. A non-voting liaison appointed by
the ICANN Root Server System Advisory Committee established by Article
XI of these Bylaws;
4. A non-voting liaison appointed by
the ICANN Security and Stability Advisory Committee established by Article XI of these Bylaws;
5. A non-voting liaison appointed by
the Governmental Advisory Committee;
6. Subject to the provisions of the
Transition Article of these Bylaws, five voting delegates selected
by the At-Large Advisory Committee established by Article
XI of these Bylaws;
7. Two voting delegates, one representing
small business users and one representing large business users, selected
by the Business Users Constituency of the Generic Names Supporting
Organization established by Article X of these Bylaws;
and
8. One voting delegate each selected
by the following entities:
a. The gTLD Registry Constituency
of the Generic Names Supporting Organization established by Article
X of these Bylaws;
b. The gTLD Registrars Constituency
of the Generic Names Supporting Organization established by Article
X of these Bylaws;
c. The Council of the Country Code
Names Supporting Organization established by Article
IX of these Bylaws;
d. The Internet Service Providers
Constituency of the Generic Names Supporting Organization established
by Article X of these Bylaws;
e. The Intellectual Property Constituency
of the Generic Names Supporting Organization established by Article
X of these Bylaws;
f. The Council of the Address Supporting
Organization established by Article VIII of these
Bylaws;
g. An entity designated by the Board
to represent academic and similar organizations;
h. Consumer and civil society groups,
selected by the Non-commercial Users Constituency of the Generic
Names Supporting Organization established by Article
X of these Bylaws;
i. The Internet Engineering Task
Force; and
j. The ICANN Technical Liaison Group
established by Article XI-A of these Bylaws.
Section 3. TERMS
Subject to the provisions of the Transition Article of
these Bylaws:
1. Each voting delegate shall serve
a one-year term. A delegate may serve at most two successive one-year
terms, after which at least two years must elapse before the individual
is eligible to serve another term.
2. The regular term of each voting delegate
shall begin at the conclusion of an ICANN annual meeting and shall
end at the conclusion of the immediately following ICANN annual meeting.
3. Non-voting liaisons shall serve during
the term designated by the entity that appoints them.
4. Vacancies on the Nominating Committee
shall be filled by the entity entitled to select the delegate, non-voting
liaison, or Chair involved.
5. The existence of any vacancies shall
not affect the obligation of the Nominating Committee to carry out
the responsibilities assigned to it in these Bylaws.
Section 4. CRITERIA FOR SELECTION OF NOMINATING
COMMITTEE DELEGATES
Delegates to the ICANN Nominating Committee shall be:
1. Accomplished persons of integrity,
objectivity, and intelligence, with reputations for sound judgment
and open minds, and with experience and competence with collegial
large group decision-making;
2. Persons with wide contacts, broad
experience in the Internet community, and a commitment to the success
of ICANN;
3. Persons whom the selecting body is
confident will consult widely and accept input in carrying out their
responsibilities;
4. Persons who are neutral and objective,
without any fixed personal commitments to particular individuals,
organizations, or commercial objectives in carrying out their Nominating
Committee responsibilities;
5. Persons with an understanding of
ICANN's mission and the potential impact of ICANN's activities on
the broader Internet community who are willing to serve as volunteers,
without compensation other than the reimbursement of certain expenses;
and
6. Persons who are able to work and
communicate in written and spoken English.
Section 5. DIVERSITY
In carrying out its responsibilities to select members of the ICANN
Board (and selections to any other ICANN bodies as the Nominating Committee
is responsible for under these Bylaws), the Nominating Committee shall
take into account the continuing membership of the ICANN Board (and
such other bodies), and seek to ensure that the persons selected to
fill vacancies on the ICANN Board (and each such other body) shall,
to the extent feasible and consistent with the other criteria required
to be applied by Section 4 of this Article, make
selections guided by Core Value 4 in Article I, Section
2 .
Section 6. ADMINISTRATIVE AND OPERATIONAL SUPPORT
ICANN shall provide administrative and operational support necessary
for the Nominating Committee to carry out its responsibilities.
Section 7. PROCEDURES
The Nominating Committee shall adopt such operating procedures as it
deems necessary, which shall be published on the Website.
ARTICLE VIII: ADDRESS SUPPORTING ORGANIZATION [subject to continuing discussion]
Section 1. DESCRIPTION
1. The Address Supporting Organization
(ASO) shall advise the Board with respect to policy issues relating
to the operation, assignment, and management of Internet addresses.
2. The ASO shall be the entity established
by the Memorandum of Understanding originally entered on 18 October
1999 between ICANN and a group of regional Internet registries (RIRs),
and amended in October 2000.
Section 2. ADDRESS COUNCIL
1. The ASO shall have an Address Council,
consisting of representatives of the RIRs that are signatories to
the Memorandum of Understanding.
2. The Address Council shall, at least
annually, host a meeting (the "General Assembly") open to
participation by all interested individuals.
3. The Address Council shall select
Directors to those seats on the Board designated to be filled by the
ASO.
ARTICLE IX: COUNTRY CODE NAMES SUPPORTING ORGANIZATION
[to be supplied]
ARTICLE X: GENERIC NAMES SUPPORTING ORGANIZATION
Section 1. DESCRIPTION
There shall be a policy-development body known as the Generic Names
Supporting Organization (GNSO), which shall be responsible for developing
and recommending to the ICANN Board substantive policies relating to
generic top-level domains.
Section 2. ORGANIZATION
The GNSO shall consist of (i) various Constituencies representing particular
groups of stakeholders, as described in Section 5 of
this Article and (ii) a GNSO Council responsible for managing the
policy development process of the GNSO.
Section 3. GNSO COUNCIL
1. Subject to the provisions of the Transition
Article of these Bylaws, the GNSO Council shall consist of two
representatives selected by each of the Constituencies described in Section 5 of this Article, and three persons selected
by the ICANN Nominating Committee. There may also be a liaison to
the GNSO Council appointed by the Governmental Advisory Committee
from time to time, who shall not be a member of or entitled to vote
on the GNSO Council, but otherwise shall be entitled to participate
on equal footing with members of the GNSO Council.
2. Subject to the provisions of the Transition
Article of these Bylaws: (a) the regular term of each GNSO Council
member shall begin at the conclusion of an ICANN annual meeting and
shall end at the conclusion of the second ICANN annual meeting thereafter;
(b) the regular term of one representative selected by each Constituency
shall begin in an even-numbered year and the regular term of the other
representative selected by the Constituency shall begin in an odd-numbered
year; and (c) the regular term of one of the three members selected
by the Nominating Committee shall begin in even-numbered years and
the regular term of the other two of the three members selected by
the Nominating Committee shall begin in odd-numbered years. Each GNSO
Council member shall hold office during his or her regular term and
until a successor has been selected and qualified or until that member
resigns or is removed in accordance with these Bylaws.
3. A GNSO Council member may resign at
any time by giving written notice to the ICANN Secretary. A GNSO Council
member selected by a Constituency may be removed by that Constituency
according to its published procedures. A GNSO Council member selected
by the Nominating Committee may be removed for cause stated by a three-fourths
(3/4) vote of all members of the GNSO Council (excluding the member
to be removed), subject to approval by the ICANN Board. A vacancy
on the GNSO Council shall be deemed to exist in the case of the death,
resignation, or removal of any member. Vacancies shall be filled for
the unexpired term involved by the Nominating Committee giving the
ICANN Secretary written notice of its selection, unless the member
holding the position before the vacancy occurred was selected by a
Constituency, in which case that Constituency shall fill the unexpired
term by giving the ICANN Secretary written notice of its selection.
4. The GNSO Council is responsible for
managing the policy development process of the GNSO. It shall adopt
such procedures as it sees fit to carry out that responsibility, provided
that such procedures are approved by the Board, and further provided
that, until any modifications are recommended by the GNSO Council
and approved by the Board, the applicable procedures shall be as set
forth in Section 6 of this Article. In addition,
the GNSO Council is responsible for managing open forums, in the form
of mailing lists or otherwise, for the participation of all who are
willing to contribute to the work of the GNSO; such forums shall be
appropriately moderated to ensure maximum focus on the business of
the GNSO and to minimize non-substantive and abusive postings.
5. No more than one officer, director
or employee of any particular corporation or other organization (including
its subsidiaries and affiliates) shall serve on the GNSO Council at
any given time.
6. The GNSO Council shall make selections
to fill Seats 13 and 14 on the ICANN Board by written ballot or by
action at a meeting; any such selection must have the affirmative
votes of a majority of all the members of the GNSO Council. Notification
of the GNSO Council's selections shall be given by the GNSO Chair
in writing to the ICANN Secretary, consistent with Article VI, Sections 8(4) and 12(1).
7. The GNSO Council shall select the GNSO
Chair, for a term the GNSO Council specifies but not longer than one
year, by written ballot or by action at a meeting. Any such selection
must have the affirmative votes of a majority of all the members of
the GNSO Council.
8. Except as provided by paragraph
6 of this Section, the GNSO Council shall act at meetings. Members
of the GNSO Council may participate in a meeting of the GNSO Council
through use of (i) conference telephone or similar communications
equipment, provided that all members participating in such a meeting
can speak to and hear one another or (ii) electronic video screen
communication or other communication equipment; provided that (a)
all members participating in such a meeting can speak to and hear
one another, (b) all members are provided the means of fully participating
in all matters before the GNSO Council, and (c) ICANN adopts and implements
means of verifying that (x) a person participating in such a meeting
is a member of the GNSO Council or other person entitled to participate
in the meeting and (y) all actions of, or votes by, the GNSO Council
are taken or cast only by the members of the GNSO Council and not
persons who are not members. A majority of the total number of GNSO
Council members then in office shall constitute a quorum for the transaction
of business, and the act of a majority of the GNSO Council members
present at any meeting at which there is a quorum shall be the act
of the GNSO Council, unless otherwise provided herein. Advance notice
of such meetings shall be posted on the Website, if reasonably practicable,
at least 7 days in advance of the meeting. Except where determined
by a majority vote of members of the GNSO Council present that a closed
session is appropriate, meetings shall be open to physical or electronic
attendance by all interested persons. The GNSO Council shall transmit
minutes of its meetings to the ICANN Secretary, who shall cause those
minutes to be posted to the Website as soon as practicable following the meeting, and no later than 21 days following the meeting.
Section 4. STAFF SUPPORT AND FUNDING
1. A member of the ICANN staff shall be
assigned to support the GNSO, whose work on substantive matters shall
be assigned by the Chair of the GNSO Council, and shall be designated
as the GNSO Staff Manager (Staff Manager).
2. ICANN shall provide administrative
and operational support necessary for the GNSO to carry out its responsibilities.
Such support shall not include travel expenses incurred by GNSO participants
for travel to any meeting of the GNSO or for any other purpose.
Section 5. CONSTITUENCIES
1. The following self-organized Constituencies
are hereby recognized as representative of a specific and significant
group of stakeholders and, subject to the provisions of the Transition
Article of these Bylaws, shall each select two representatives
to the GNSO Council [NOTE: The Transition Article
will provide that each constituency has three representatives for
the first year; this will be evaluated in the GNSO review conducted
after one year]:
a. gTLD Registries (representing all
gTLD registries under contract to ICANN);
b. Registrars (representing all registrars
accredited by and under contract to ICANN);
c. Internet Service and Connectivity
Providers (representing all entities providing Internet service
and connectivity to Internet users);
d. Commercial and Business Users (representing
both large and small commercial entity users of the Internet);
e. Non-Commercial Users (representing
the full range of non-commercial entity users of the Internet);
and
f. Intellectual Property Interests
(representing the full range of trademark and other intellectual
property interests relating to the DNS).
2. The number of votes that members of
the GNSO Council may cast shall be equalized so that the aggregate
number of votes of representatives selected by the Constituencies
(currently the gTLD Registries and Registrars) that are under contract
with ICANN obligating them to implement ICANN-adopted policies is
equal to the number of votes of representatives selected by other
Constituencies. Initially, each member of the GNSO Council selected
by the gTLD Registries Constituency or the Registrars Constituency
shall be entitled to cast two votes and all other members (including
those selected by the Nominating Committee) shall be entitled to cast
one vote. In the event that there is a change in the Constituencies
that are entitled to select voting members of the Names Council, the
Board shall review the change in circumstances and by resolution revise
the procedure for equalization of votes in a manner consistent with
this paragraph 2.
3. Each Constituency identified in paragraph
1 of this Section shall maintain its recognition, and thus its
ability to select GNSO Council representatives, only so long as it
in fact represents the interests globally of the stakeholder communities
it purports to represent, and shall operate to the maximum extent
feasible in an open and transparent manner and consistent with procedures
designed to ensure fairness. No individual or entity shall be excluded
from participation in a Constituency merely because of participation
in another Constituency.
4. Any group of individuals or entities
may petition the Board for recognition as a new or separate Constituency.
Any such petition shall contain a detailed explanation of:
a. Why the addition of such a Constituency
will improve the ability of the GNSO to carry out its policy-development
responsibilities; and
b. Why the proposed new Constituency
would adequately represent, on a global basis, the stakeholders
it seeks to represent.
Any petition for the recognition of a new Constituency shall be posted
for public comment.
5. The Board may create new Constituencies
in response to such a petition, or on its own motion, if it determines
that such action would serve the purposes of ICANN. In the event the
Board is considering acting on its own motion it shall post a detailed
explanation of why such action is necessary or desirable, set a reasonable
time for public comment, and not make a final decision on whether
to create such new Constituency until after reviewing all comments
received. Whenever the Board posts a petition or recommendation for
a new Constituency for public comment, it shall notify the GNSO Council
and shall consider any response to that notification prior to taking
action.
Section 6. POLICY DEVELOPMENT PROCESS
Initially, the policy-development procedures to be followed by the
GNSO shall be as stated in Annex A to these Bylaws. These procedures
may be supplemented or revised in the manner stated in Section
3(4) of this Article.
ARTICLE XI: ADVISORY COMMITTEES
Section 1. GENERAL
The Board may create one or more Advisory Committees in addition to
those set forth in this Article. Advisory Committee membership may consist
of Directors only, Directors and non-directors, or non-directors only,
and may also include non-voting or alternate members. Advisory Committees
shall have no legal authority to act for ICANN, but shall report their
findings and recommendations to the Board.
Section 2. SPECIFIC ADVISORY COMMITTEES
There shall be at least the following Advisory Committees:
1. Governmental Advisory Committee
a. The Governmental Advisory Committee
should consider and provide advice on the activities of ICANN as
they relate to concerns of governments, particularly matters where
there may be an interaction between ICANN's policies and various
laws and international agreements or where they may affect public
policy issues.
b. Membership in the Governmental
Advisory Committee shall be open to all national governments. Membership
shall also be open to Distinct Economies as recognized in international
fora, and multinational governmental organizations and treaty organizations,
on the invitation of the Governmental Advisory Committee through
its Chair.
c. The Governmental Advisory Committee
may adopt its own charter and internal operating principles or procedures
to guide its operations, to be published on the Website.
d. The chair of the Governmental Advisory
Committee shall be elected by the members of the Governmental Advisory
Committee pursuant to procedures adopted by such members.
e. Each member of the Governmental
Advisory Committee shall appoint one accredited representative to
the Committee. The accredited representative of a member must hold
a formal official position with the member's public administration.
The term "official" includes a holder of an elected governmental
office, or a person who is employed by such government, public authority,
or multinational governmental or treaty organization and whose primary
function with such government, public authority, or organization
is to develop or influence governmental or public policies.
f. The Governmental Advisory Committee
shall annually appoint one non-voting liaison to the ICANN Board
of Directors, without limitation on reappointment, and shall annually
appoint one delegate to the ICANN Nominating Committee.
g. The Governmental Advisory Committee
may designate a non-voting liaison to each of the Supporting Organization
Councils and Advisory Committees, to the extent the Governmental
Advisory Committee deems it appropriate and useful to do so.
h. The Board shall notify the Chair
of the Governmental Advisory Committee in a timely manner of any
proposal raising public policy issues on which it or any of ICANN's
supporting organizations or advisory committees seeks public comment,
and shall take duly into account any timely response to that notification
prior to taking action.
i. The Governmental Advisory Committee
may put issues to the Board directly, either by way of comment or
prior advice, or by way of specifically recommending action or new
policy development or revision to existing policies.
j. The advice of the Governmental
Advisory Committee on public policy matters shall be duly taken
into account, both in the formulation and adoption of policies.
In the event that the ICANN Board determines to take an action that
is not consistent with the Governmental Advisory Committee advice,
it shall so inform the Committee and state the reasons why it decided
not to follow that advice. The Governmental Advisory Committee and
the ICANN Board will then try, in good faith and in a timely and
efficient manner, to find a mutually acceptable solution.
k. If no such solution can be found,
the ICANN Board will state in its final decision the reasons why
the Governmental Advisory Committee advice was not followed, and
such statement will be without prejudice to the rights or obligations
of Governmental Advisory Committee members with regard to public
policy issues falling within their responsibilities.
2. Security and Stability Advisory Committee
a. The role of the Security and Stability
Advisory Committee ("SAC") is to advise the ICANN community
and Board on matters relating to the security and integrity of the
Internet's naming and address allocation systems. It shall have
the following responsibilities:
1. To develop a security framework
for Internet naming and address allocation services that defines
the key focus areas, and identifies where the responsibilities
for each area lie. The committee shall focus on the operational
considerations of critical naming infrastructure.
2. To communicate on security matters
with the Internet technical community and the operators and managers
of critical DNS infrastructure services, to include the root name
server operator community, the top-level domain registries and
registrars, the operators of the reverse delegation trees such
as in-addr.arpa and ip6.arpa, and others as events and developments
dictate. The Committee shall gather and articulate requirements
to offer to those engaged in technical revision of the protocols
related to DNS and address allocation and those engaged in operations
planning.
3. To engage in ongoing threat
assessment and risk analysis of the Internet naming and address
allocation services to assess where the principal threats to stability
and security lie, and to advise the ICANN community accordingly.
The Committee shall recommend any necessary audit activity to
assess the current status of DNS and address allocation security
in relation to identified risks and threats.
4. To communicate with those who
have direct responsibility for Internet naming and address allocation
security matters (IETF, RSSAC, RIRs, name registries, etc.), to
ensure that its advice on security risks, issues, and priorities
is properly synchronized with existing standardization, deployment,
operational, and coordination activities. The Committee shall
monitor these activities and inform the ICANN community and Board
on their progress, as appropriate.
5. To report periodically to the
Board on its activities.
6. To make policy recommendations
to the ICANN community and Board.
b. The SAC's chair and members shall
be appointed by the Board.
c. The SAC shall annually appoint
a non-voting liaison to the ICANN Board according to Section
9 of Article VI.
3. Root Server System Advisory Committee
a. The role of the Root Server System
Advisory Committee ("RSSAC") shall be to advise the Board
about the operation of the root name servers of the domain name
system. The RSSAC shall consider and provide advice on the operational
requirements of root name servers, including host hardware capacities,
operating systems and name server software versions, network connectivity
and physical environment. The RSSAC shall examine and advise on
the security aspects of the root name server system. Further, the
RSSAC shall review the number, location, and distribution of root
name servers considering the total system performance, robustness,
and reliability.
b. Membership in the RSSAC shall consist
of (i) each operator of an authoritative root name server (as listed
at <ftp://ftp.internic.net/domain/named.root>), and (ii) such
other persons as are appointed by the ICANN Board.
c. The initial chairman of the DNS
Root Server System Advisory Committee shall be appointed by the
Board; subsequent chairs shall be elected by the members of the
DNS Root Server System Advisory Committee pursuant to procedures
adopted by the members.
d. The Root Server System Advisory
Committee shall annually appoint one non-voting liaison to the ICANN
Board of Directors, without limitation on re-appointment, and shall
annually appoint one non-voting liaison to the ICANN Nominating
Committee.
4. At-Large Advisory Committee
a. The role of the At-Large Advisory
Committee ("ALAC") shall be to consider and provide advice
on the activities of ICANN, insofar as they relate to the interests
of individual Internet users.
b. The ALAC shall consist of (i) two
members selected by each of the Regional At-Large Organizations
("RALOs") established according to paragraph 4(g)
of this Section, and (ii) five members selected by the Nominating
Committee. The five members selected by the Nominating Committee
shall include one citizen of a country within each of the five Geographic
Regions established according to Section 5 of Article
VI.
c. Subject to the provisions of the Transition Article of these Bylaws, the regular
terms of members of the ALAC shall be as follows:
1. The term of one member selected
by each RALO shall begin at the conclusion of an ICANN annual
meeting in an even-numbered year.
2. The term of the other member
selected by each RALO shall begin at the conclusion of an ICANN
annual meeting in an odd-numbered year.
3. The terms of three of the members
selected by the Nominating Committee shall begin at the conclusion
of an annual meeting in an odd-numbered year and the terms of
the other two members selected by the Nominating Committee shall
begin at the conclusion of an annual meeting in an even-numbered
year.
4. The regular term of each member
shall end at the conclusion of the second ICANN annual meeting
after the term began.
d. The Chair of the ALAC shall be
elected by the members of the ALAC pursuant to procedures adopted
by the Committee.
e. The ALAC shall annually appoint
one non-voting liaison to the ICANN Board of Directors, without
limitation on re-appointment, and shall, after consultation with
each RALO, annually appoint five voting delegates (no two of whom
shall be citizens of countries in the same Geographic Region, as
defined according to Section 5 of Article VI)
to the Nominating Committee.
f. Subject to the provisions of the Transition Article of these Bylaws, the At-Large
Advisory Committee may designate a non-voting liaison to the GNSO
Council.
g. There shall be one RALO for each
Geographic Region established according to Section
5 of Article VI. Each RALO shall serve as the main forum and
coordination point for public input to ICANN in its Geographic Region
and shall be a non-profit organization certified by ICANN according
to criteria and standards established by the Board based on recommendations
of the At-Large Advisory Committee. An organization shall become
the recognized RALO for its Geographic Region upon entering a Memorandum
of Understanding with ICANN addressing the respective roles and
responsibilities of ICANN and the RALO regarding the process for
selecting ALAC members and requirements of openness, participatory
opportunities, transparency, accountability, and diversity in the
RALO's structure and procedures, as well as criteria and standards
for the RALO's constituent At-Large Structures.
h. Each RALO shall be comprised of
self-supporting At-Large Structures within its Geographic Region,
certified according to paragraph 4(i) of this
Section, that involve individual Internet users at the local
or issue level and that, in the aggregate, are open to participation
by all (but only) individual Internet users who are citizens and
residents of the RALO's Geographic Region (as defined in Section
5 of Article VI). If so provided by its Memorandum of Understanding
with ICANN, a RALO may also have as its members individual Internet
users who are citizens and residents of the RALO's Geographic Region.
i. The ALAC is responsible for certifying
organizations as meeting the criteria and standards for At-Large
Structures. The criteria and standards for certification of At-Large
Structures within a each Geographic Region shall be established
by the Board based on recommendations of the ALAC and shall be stated
in the Memorandum of Understanding between ICANN and the RALO for
that Geographic Region, so that each RALO is afforded the type of
structure that best fits its Geographic Region's customs and characteristics.
Decisions to certify or de-certify an At-Large Structure as meeting
the applicable criteria and standards shall require a 2/3 vote of
all the members of the ALAC and shall be subject to review according
to procedures the Board may establish. The ALAC may also give advice
as to whether a prospective At-Large Structure meets the applicable
criteria and standards.
j. The ALAC is also responsible, working
in conjunction with the RALOs, for coordinating the following activities:
1. Keeping the community of individual
Internet users informed about the significant news from ICANN;
2. Distributing (through posting
or otherwise) an updated agenda, news about ICANN, and information
about items in the ICANN policy-development process;
3. Promoting outreach activities
in the community of individual Internet users;
4. Developing and maintaining on-going
information and education programs, regarding ICANN and its work;
5 Establishing an outreach strategy
about ICANN issues in each RALO's Region;
6. Making public, and analyzing,
ICANN's proposed policies and its decisions and their (potential)
regional impact and (potential) effect on individuals in the region;
7. Offering Internet-based mechanisms
that enable discussions among members of At-Large structures;
and
8. Establishing mechanisms and
processes that enable two-way communication between members of
At-Large Structures and those involved in ICANN decision-making,
so interested individuals can share their views on pending ICANN
issues.
Section 3. PROCEDURES
Each Advisory Committee shall determine its own rules of procedure
and quorum requirements.
Section 4. TERM OF OFFICE
The chair and each member of a committee shall serve until his or her
successor is appointed, or until such committee is sooner terminated,
or until he or she is removed, resigns, or otherwise ceases to qualify
as a member of the committee.
Section 5. VACANCIES
Vacancies on any committee shall be filled in the same manner as provided
in the case of original appointments.
Section 6. COMPENSATION
Committee members shall receive no compensation for their services
as a member of a committee, other than reimbursement of expenses if
and as determined appropriate by the ICANN Board. The Board may, however,
authorize the reimbursement of actual and necessary expenses incurred
by committee members, including Directors, performing their duties as
committee members.
ARTICLE XI-A: OTHER ADVISORY MECHANISMS
Section 1. EXTERNAL EXPERT ADVICE
1. Purpose. The purpose of seeking
external expert advice is to allow the policy-development process
within ICANN to take advantage of existing expertise that resides
in the public or private sector but outside of ICANN. In those cases
where there are relevant public bodies with expertise, or where access
to private expertise could be helpful, the Board and constituent bodies
should be encouraged to seek advice from such expert bodies or individuals.
2. Types of Expert Advisory Panels.
a. On its own initiative or at the
suggestion of any ICANN body, the Board may appoint, or authorize
the President to appoint, Expert Advisory Panels consisting of public
or private sector individuals or entities. If the advice sought
from such Panels concerns issues of public policy, the provisions
of Section 1(3)(b) of this Article shall
apply.
b. In addition, in accordance with Section 1(3) of this Article, the Board
may refer issues of public policy pertinent to matters within ICANN's
mission to a multinational governmental or treaty organization.
3. Process for Seeking Advice-Public
Policy Matters.
a. The Governmental Advisory Committee
may at any time recommend that the Board seek advice concerning
one or more issues of public policy from an external source, as
set out above.
b. In the event that the Board determines,
upon such a recommendation or otherwise, that external advice should
be sought concerning one or more issues of public policy, the Board
shall, as appropriate, consult with the Governmental Advisory Committee
regarding the appropriate source from which to seek the advice and
the arrangements, including definition of scope and process, for
requesting and obtaining that advice.
c. The Board shall, as appropriate,
transmit any request for advice from a multinational governmental
or treaty organization, including specific terms of reference, to
the Governmental Advisory Committee, with the suggestion that the
request be transmitted by the Governmental Advisory Committee to
the multinational governmental or treaty organization.
4. Process for Seeking and Advice-Other
Matters. Any reference of issues not concerning public policy to an
Expert Advisory Panel by the Board or President in accordance with Section 1(2)(a) of this Article shall be
made pursuant to terms of reference describing the issues on which
input and advice is sought and the procedures and schedule to be followed.
5. Receipt of Expert Advice and its
Effect. External advice pursuant to this Section shall be provided
in written form. Such advice is advisory and not binding, and is intended
to augment the information available to the Board or other ICANN body
in carrying out its responsibilities.
6. Opportunity to Comment. The Governmental
Advisory Committee, in addition to the Supporting Organizations and
other Advisory Committees, shall have an opportunity to comment upon
any external advice received prior to any decision by the Board.
Section 2. TECHNICAL LIAISON GROUP
1. Purpose. The quality of ICANN's
work depends on access to complete and authoritative information concerning
the technical standards that underlie ICANN's activities. ICANN's
relationship to the organizations that produce these standards is
therefore particularly important. The Technical Liaison Group (TLG)
shall connect the Board with appropriate sources of technical advice
on specific matters pertinent to ICANN's activities.
2. TLG Organizations. The TLG shall
consist of four organizations: the European Telecommunications Standards
Institute (ETSI), the International Telecommunications Union's Telecommunication
Standardization Sector (ITU-T), the World Wide Web Consortium (W3C),
and the Internet Architecture Board (IAB).
3. Role. The role of the TLG organizations
shall be to channel technical information and guidance to the Board
and to other ICANN entities. This role has both a responsive component
and an active "watchdog" component, which involve the following
responsibilities:
a. In response to a request for
information, to connect the Board or other ICANN body with appropriate
sources of technical expertise. This component of the TLG role covers
circumstances in which ICANN seeks an authoritative answer to a
specific technical question. Where information is requested regarding
a particular technical standard for which a TLG organization is
responsible, that request shall be directed to that TLG organization.
b. As an ongoing "watchdog"
activity, to advise the Board of the relevance and progress of technical
developments in the areas covered by each organization's scope that
could affect Board decisions or other ICANN actions, and to draw
attention to global technical standards issues that affect policy
development within the scope of ICANN's mission. This component
of the TLG role covers circumstances in which ICANN is unaware of
a new development, and would therefore otherwise not realize that
a question should be asked.
4. TLG Procedures. The TLG shall not
have officers or hold meetings, nor shall it provide policy advice
to the Board as a committee (although TLG organizations may individually
be asked by the Board to do so as the need arises in areas relevant
to their individual charters). Neither shall the TLG debate or otherwise
coordinate technical issues across the TLG organizations; establish
or attempt to establish unified positions; or create or attempt to
create additional layers or structures within the TLG for the development
of technical standards or for any other purpose.
5. Technical Work of the IANA. The
TLG shall have no involvement with the IANA's work for the Internet
Engineering Task Force, Internet Research Task Force, or the Internet
Architecture Board, as described in the Memorandum of Understanding
Concerning the Technical Work of the Internet Assigned Numbers Authority
ratified by the Board on 10 March 2000.
6. Individual Technical Experts. Each
TLG organization shall designate two individual technical experts
who are familiar with the technical standards issues that are relevant
to ICANN's activities. These 8 experts shall be available as necessary
to determine, through an exchange of e-mail messages, where to direct
a technical question from ICANN when ICANN does not ask a specific
TLG organization directly.
7. Board Liaison and Nominating Committee
Delegate. Annually, in rotation, one TLG organization shall appoint
one non-voting liaison to the Board according to Article
VI, Section 9(1)(d). Annually, in rotation, one TLG organization
shall select one voting delegate to the ICANN Nominating Committee
according to Article VII, Section 2(8)(j).
The rotation order for the appointment of the non-voting liaison to
the Board shall be ETSI, ITU-T, and W3C. The rotation order for the
selection of the Nominating Committee delegate shall be W3C, ETSI,
and ITU-T. (IAB does not participate in these rotations because the
IETF otherwise appoints a non-voting liaison to the Board and selects
a delegate to the ICANN Nominating Committee.)
ARTICLE XII: BOARD AND TEMPORARY COMMITTEES
Section 1. BOARD COMMITTEES
The Board may establish one or more committees of the Board, which
shall continue to exist until otherwise determined by the Board. Only
Directors may be appointed to a Committee of the Board. If a person
appointed to a Committee of the Board ceases to be a Director, such
person shall also cease to be a member of any Committee of the Board.
Each Committee of the Board shall consist of two or more Directors.
The Board may designate one or more Directors as alternate members of
any such committee, who may replace any absent member at any meeting
of the committee. Committee members may be removed from a committee
at any time by a two-thirds (2/3) majority vote of all members of the
Board; provided, however, that any Director or Directors which are the
subject of the removal action shall not be entitled to vote on such
an action or be counted as a member of the Board when calculating the
required two-thirds (2/3) vote; and, provided further, however, that
in no event shall a Director be removed from a committee unless such
removal is approved by not less than a majority of all members of the
Board.
Section 2. POWERS OF BOARD COMMITTEES
1. The Board may delegate to Committees
of the Board all legal authority of the Board except with respect
to:
a. The filling of vacancies on the
Board or on any committee;
b. The amendment or repeal of Bylaws
or the Articles of Incorporation or the adoption of new Bylaws or
Articles of Incorporation;
c. The amendment or repeal of any
resolution of the Board which by its express terms is not so amendable
or repealable;
d. The appointment of committees
of the Board or the members thereof;
e. The approval of any self-dealing
transaction, as such transactions are defined in Section 5233(a)
of the CNPBCL;
f. The approval of the annual budget
required by Article XVI; or
g. The compensation of any officer
described in Article XIII.
2. The Board shall have the power to
prescribe the manner in which proceedings of any Committee of the
Board shall be conducted. In the absence of any such prescription,
such committee shall have the power to prescribe the manner in which
its proceedings shall be conducted. Unless these Bylaws, the Board
or such committee shall otherwise provide, the regular and special
meetings shall be governed by the provisions of Article
VI applicable to meetings and actions of the Board. Each committee
shall keep regular minutes of its proceedings and shall report the
same to the Board from time to time, as the Board may require.
Section 3. TEMPORARY COMMITTEES
The Board may establish such temporary committees as it sees fit, with
membership, duties, and responsibilities as set forth in the resolutions
or charters adopted by the Board in establishing such committees.
ARTICLE XIII: OFFICERS
Section 1. OFFICERS
The officers of ICANN shall be a President (who shall serve as Chief
Executive Officer), a Secretary, and a Chief Financial Officer. ICANN
may also have, at the discretion of the Board, any additional officers
that it deems appropriate. Any person, other than the President, may
hold more than one office, except that no member of the Board (other
than the President) shall simultaneously serve as an officer of ICANN.
Section 2. ELECTION OF OFFICERS
The officers of ICANN shall be elected annually by the Board, pursuant
to the recommendation of the President or, in the case of the President,
of the Chairman of the ICANN Board. Each such officer shall hold his
or her office until he or she resigns, is removed, is otherwise disqualified
to serve, or his or her successor is elected.
Section 3. REMOVAL OF OFFICERS
Any Officer may be removed, either with or without cause, by a two-thirds
(2/3) majority vote of all the members of the Board. Should any vacancy
occur in any office as a result of death, resignation, removal, disqualification,
or any other cause, the Board may delegate the powers and duties of
such office to any Officer or to any Director until such time as a successor
for the office has been elected.
Section 4. PRESIDENT
The President shall be the Chief Executive Officer (CEO) of ICANN in
charge of all of its activities and business. All other officers and
staff shall report to the President or his or her delegate, unless stated
otherwise in these Bylaws. The President shall serve as an ex officio
member of the Board, and shall have all the same rights and privileges
of any Board member. The President shall be empowered to call special
meetings of the Board as set forth herein, and shall discharge all other
duties as may be required by these Bylaws and from time to time may
be assigned by the Board.
Section 5. SECRETARY
The Secretary shall keep or cause to be kept the minutes of the Board
in one or more books provided for that purpose, shall see that all notices
are duly given in accordance with the provisions of these Bylaws or
as required by law, and in general shall perform all duties as from
time to time may be prescribed by the President or the Board.
Section 6. CHIEF FINANCIAL OFFICER
The Chief Financial Officer ("CFO") shall be the chief financial
officer of ICANN. If required by the Board, the CFO shall give a bond
for the faithful discharge of his or her duties in such form and with
such surety or sureties as the Board shall determine. The CFO shall
have charge and custody of all the funds of ICANN and shall keep or
cause to be kept, in books belonging to ICANN, full and accurate amounts
of all receipts and disbursements, and shall deposit all money and other
valuable effects in the name of ICANN in such depositories as may be
designated for that purpose by the Board. The CFO shall disburse the
funds of ICANN as may be ordered by the Board or the President and,
whenever requested by them, shall deliver to the Board and the President
an account of all his or her transactions as CFO and of the financial
condition of ICANN. The CFO shall be responsible for ICANN's financial
planning and forecasting and shall assist the President in the preparation
of ICANN's annual budget. The CFO shall coordinate and oversee ICANN's
funding, including any audits or other reviews of ICANN or its Supporting
Organizations. The CFO shall be responsible for all other matters relating
to the financial operation of ICANN.
Section 7. ADDITIONAL OFFICERS
In addition to the officers described above, any additional or assistant
officers who are elected or appointed by the Board shall perform such
duties as may be assigned to them by the President or the Board.
Section 8. COMPENSATION AND EXPENSES
The compensation of any Officer of ICANN shall be approved by the Board.
Expenses incurred in connection with performance of their officer duties
may be reimbursed to Officers upon approval of the President (in the
case of Officers other than the President), by another Officer designated
by the Board (in the case of the President), or the Board.
Section 9. CONFLICTS OF INTEREST
The Board, through a committee designated for that purpose, shall establish
a policy requiring a statement from each Officer not less frequently
than once a year setting forth all business and other affiliations which
relate in any way to the business and other affiliations of ICANN.
ARTICLE XIV: INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND OTHER AGENTS
ICANN shall, to maximum extent permitted by the CNPBCL, indemnify each
of its agents against expenses, judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with any proceeding
arising by reason of the fact that any such person is or was an agent
of ICANN. For purposes of this Article, an "agent" of ICANN
includes any person who is or was a Director, Officer, employee, or
any other agent of ICANN, including a member of any Supporting Organization
acting within the scope of his or her responsibility and on behalf of
the best interests of ICANN; or is or was serving at the request of
ICANN as a Director, Officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise. The Board may
adopt a resolution authorizing the purchase and maintenance of insurance
on behalf of any agent of ICANN against any liability asserted against
or incurred by the agent in such capacity or arising out of the agent's
status as such, whether or not ICANN would have the power to indemnify
the agent against that liability under the provisions of this Article.
ARTICLE XV: GENERAL PROVISIONS
Section 1. CONTRACTS
The Board may authorize any Officer or Officers, agent or agents, to
enter into any contract or execute or deliver any instrument in the
name of and on behalf of ICANN, and such authority may be general or
confined to specific instances. In the absence of a contrary Board authorization,
contracts and instruments may only be executed by the following Officers:
President, any Vice President, or the CFO. Unless authorized or ratified
by the Board, no other Officer, agent, or employee shall have any power
or authority to bind ICANN or to render it liable for any debts or obligations.
Section 2. DEPOSITS
All funds of ICANN not otherwise employed shall be deposited from time
to time to the credit of ICANN in such banks, trust companies, or other
depositories as the Board, or the President under its delegation, may
select.
Section 3. CHECKS
All checks, drafts, or other orders for the payment of money, notes,
or other evidences of indebtedness issued in the name of ICANN shall
be signed by such Officer or Officers, agent or agents, of ICANN and
in such a manner as shall from time to time be determined by resolution
of the Board.
Section 4. LOANS
No loans shall be made by or to ICANN and no evidences of indebtedness
shall be issued in its name unless authorized by a resolution of the
Board. Such authority may be general or confined to specific instances;
provided, however, that no loans shall be made by ICANN to its Directors
or Officers.
ARTICLE XVI: FISCAL MATTERS
Section 1. ACCOUNTING
The fiscal year end of ICANN shall be determined by the Board.
Section 2. AUDIT
At the end of the fiscal year, the books of ICANN shall be closed and
audited by certified public accountants. The appointment of the fiscal
auditors shall be the responsibility of the Board.
Section 3. ANNUAL REPORT AND ANNUAL STATEMENT
The Board shall publish, at least annually, a report describing its
activities, including an audited financial statement and a description
of any payments made by ICANN to Directors (including reimbursements
of expenses). ICANN shall cause the annual report and the annual statement
of certain transactions as required by the CNPBCL to be prepared and
sent to each member of the Board and to such other persons as the Board
may designate, no later than one hundred twenty (120) days after the
close of ICANN's fiscal year.
Section 4. ANNUAL BUDGET
At least forty-five (45) days prior to the commencement of each fiscal
year, the President shall prepare and submit to the Board, a proposed
annual budget of ICANN for the next fiscal year, which shall be posted
on the Website. The proposed budget shall identify anticipated revenue
sources and levels and shall, to the extent practical, identify anticipated
material expense items by line item. The Board shall adopt an annual
budget and shall publish the adopted Budget on the Website.
Section 5. FEES AND CHARGES
The Board may set fees and charges for the services and benefits provided
by ICANN, with the goal of fully recovering the reasonable costs of
the operation of ICANN and establishing reasonable reserves for future
expenses and contingencies reasonably related to the legitimate activities
of ICANN. Such fees and charges shall be fair and equitable, shall be
published for public comment prior to adoption, and once adopted shall
be published on the Website in a sufficiently detailed manner so as
to be readily accessible.
ARTICLE XVII: MEMBERS
ICANN shall not have members, as defined in the California Nonprofit
Public Benefit Corporation Law ("CNPBCL"), notwithstanding
the use of the term "Member" in these Bylaws, in any ICANN
document, or in any action of the ICANN Board or staff.
ARTICLE XVIII: OFFICES AND SEAL
Section 1. OFFICES
The principal office for the transaction of the business of ICANN shall
be in the County of Los Angeles, State of California, United States
of America. ICANN may also have an additional office or offices within
or outside the United States of America as it may from time to time
establish.
Section 2. SEAL
The Board may adopt a corporate seal and use the same by causing it
or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE XIX: AMENDMENTS
Except as otherwise provided in the Articles of Incorporation or these
Bylaws, the Articles of Incorporation or Bylaws of ICANN may be altered,
amended, or repealed and new Articles of Incorporation or Bylaws adopted
only upon action by a two-thirds (2/3) vote of all members of the Board.
ARTICLE XX: TRANSITION ARTICLE
[to be provided]
Comments concerning
the layout, construction and functionality of this site
should be sent to webmaster@icann.org.
Page Updated
12-Feb-2012
©2002 The Internet Corporation for Assigned
Names and Numbers. All rights reserved.
|