Amendments to the ICANN Bylaws

(Approved September 27, 1999)

The following amendments to the ICANN Bylaws were approved unanimously by the Initial Board of Directors on September 27, 1999. These amendments relate to the election procedures by which ICANN's three Supporting Organizations will select a total of nine Directors of the corporation. These amendments were proposed by the ICANN staff in response to public comments and to apparent areas of confusion about the Bylaws requirements for the SO election processes. The proposed amendments were intended to clarify and, in several cases, modify the election procedures established by the existing Bylaws.

In approving these amendments, the Initial Board noted the opposition of some current members of the SO Councils, on the grounds that the proposed Article VI, Section 4, was (i) not necessary and (ii) proposed only a few weeks before the elections are to be held. On the merits, the Initial Board believed that the amendments were essential for a fair, ethical, and transparent election process. As to the timing of the proposal, the Board agreed that it would have been better to adopt these amendments much earlier in the process. However, the Board concluded that the temporary inconvenience that will be caused by the amendments is outweighed by the importance of the principles at stake. In order to make clear that no constituency group or standards development organization will lose any of its voting strength due to the nomination of one of its SO Council members as a candidate for the ICANN Board, the Initial Board adopted a clarifying statement that the entity that selected the nominated SO Council member will have the ability to name a replacement for purposes of the election.

The Board noted the opposition of several organizations and individuals to the proposed amendment to Article V, Section 6 (see below), which specifies that the minimum geographic representation requirement will be enforced through the At-Large portion of the ICANN Board.

First, the objectors argued that this amendment might effectively mean that some regions will go unrepresented until the At-Large Director elections, to be held next year. The Initial Board agreed, but concluded that there is no practical way to force a particular SO to elect a Director from a particular region -- after all, there are five geographic regions and the SOs each elect only three directors. The Initial Board felt that an effort to dictate specific geographic regions would be inconsistent with the basic autonomy of each SO, and would be nearly impossible to enforce. Instead, the Initial Board will apply the requirement that at least one director be a citizen of each of the five geographic regions by means of the At-Large elections.

Second, the objectors argued that the proposed deletion of the former clause (3) of Article V, Section 6 (see below) would allow more than half of the Board to be citizens of a single region. This objection reflects a misunderstanding of how the geographic diversity provisions interoperate.

• As to the At-Large Directors, the new Bylaws provision continues the rule that no more than half of the At-Large Directors can be citizens of countries in the same geographic region.

• As to the Directors elected by the Supporting Organizations, the net result of the various applicable geographic diversity requirements -- which are set forth in the ICANN Bylaws relating to the DNSO, in the ASO Memorandum of Understanding (when completed), and the PSO Memorandum of Understanding -- is that no more than four of the nine SO-elected Directors can be citizens of countries in the same geographic region.

Thus, the Bylaws amendment maintains (and, indeed, strengthens) the overall principle that no more than half of all ICANN Directors can be citizens of countries in the same geographic region.

To see the proposed Bylaws amendments as originally posted, click here. To see the archive of public comments, click here.

The five amendments approved by the Initial Board are presented below by reproducing the existing Bylaws provisions together with the amended text. Bylaws text that has been deleted is marked with a strikethrough; text that has been added is marked in underlined bold.

Article V, Section 2. INITIAL BOARD MEMBERS SELECTED BY THE SUPPORTING ORGANIZATIONS

As soon as feasible after formation of a Supporting Organization pursuant to Section 3(a) of Article VI, the Supporting Organization shall select three persons to be the Original Directors selected by that Supporting Organization and shall designate which of these persons shall serve each of the staggered terms for such Original Directors specified in Section 9(d) of this Article. The Supporting Organization shall notify the Board and Secretary of the Corporation in writing of the selections and designations. The selected persons shall take office fifteen seven days after the notification is received by the Secretary.

Article V, Section 6. INTERNATIONAL REPRESENTATION

In order to ensure broad international representation on the Board: (1) at least one citizen of a country located in each of the geographic regions listed in this Section 6 shall serve as an At Large Director on the Board (other than the Initial Board) at all times and; (2) no more than one-half (1/2) of the total number of At Large Directors serving at any given time shall be citizens of countries located in any one Geographic Region, and (3) no more than one-half (1/2) of the total number of Directors, in the aggregate, serving at any given time pursuant to selection by the Supporting Organizations shall be citizens of countries located in any one Geographic Region. The selection of Directors by each Supporting Organization shall comply with all applicable geographic diversity provisions of these Bylaws or of any Memorandum of Understanding referred to in these Bylaws concerning the Supporting Organization. As used herein, each of the following shall be a "Geographic Region": Europe; Asia/Australia/Pacific; Latin America/Caribbean Islands islands; Africa; 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.

Article V, Section 9. ELECTION AND TERM

(b) Prior to October 1 of each year beginning in the year 2000, each Supporting Organization entitled to select a Director (other than an Original Director section selected by the Supporting Organization under Section 2 of this Article) shall (i) make its selection according to the procedures specified by Article VI (including Articles VI-A, VI-B, and VI-C), and (ii) give the Board and the Secretary of the Corporation at least 30 days written notice of that selection. The term of such a Director shall commence on the October 1 after his or her selection.

(e)The NC shall forward to the Board, from among those persons nominated by the GA, its selection(s) for the Director(s) to fill any open Board position(s) reserved for the DNSO. Any such selection(s) must have the affirmative votes of at least one-half (1/2) of all the members of the NC. At any given time, no more than one Director selected by the NC shall be a citizen of a country located in any one Geographic Region.

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