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Appendix A to Minutes of ICANN Board Meeting
25 February 2003


Appendix A to Minutes of ICANN Board Meeting
25 February 2003

The following revisions are made to the bylaws. Added words are underlined and in magenta and deleted words are stricken out and in red.


ARTICLE VI: BOARD OF DIRECTORS, 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 annual 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 annual 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 annual 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 annual 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 annual 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 annual meeting every third year after 2004.

5. Subject to the provisions of the Transition Article of these Bylaws, Nno Director may serve more than three consecutive terms. For these purposes, a person selected to fill a vacancy in a term shall not be deemed to have served that term.

ARTICLE VII: NOMINATING COMMITTEE, Section 2. COMPOSITION

The Nominating Committee shall be composed of the following personsdelegates:

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:

j. The ICANN Technical Liaison Group established by Article XI-A of these Bylaws.; and

9. A non-voting Associate Chair, who may be appointed by the Chair, at his or her sole discretion, to serve during all or part of the term of the Chair. The Associate Chair may not be a person who is otherwise a member of the same Nominating Committee. The Associate Chair shall assist the Chair in carrying out the duties of the Chair, but shall not serve, temporarily or otherwise, in the place of the Chair.

ARTICLE VII: NOMINATING COMMITTEE, Section 3. TERMS

Subject to the provisions of the Transition Article of these Bylaws:

3. Non-voting liaisons shall serve during the term designated by the entity that appoints them. The Chair, the immediately previous Chair serving as an advisor, and any Associate Chair shall serve as such until the conclusion of the next ICANN annual meeting.

4. Vacancies in the positions of delegate, non-voting liaison, or Chair on the Nominating Committee shall be filled by the entity entitled to select the delegate, non-voting liaison, or Chair involved. A vacancy in the position of non-voting advisor (immediately previous Chair) may be filled by the Board from among persons with prior service on the Board or a Nominating Committee. A vacancy in the position of Associate Chair may be filled by the Chair in accordance with the criteria established by Section 2(9) of this Article.

Article X: GENERIC NAMES SUPPORTING ORGANIZATION, Section 3. GNSO Council:

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 (see Section 5(2) of this Article) 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.

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 comprising a majority of the votes 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 comprising a majority of the votes 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 Members entitled to cast a majority of the total number of votes of GNSO Council members then in office shall constitute a quorum for the transaction of business, and the acts by of a majority vote of the GNSO Council members present at any meeting at which there is a quorum shall be the acts of the GNSO Council, unless otherwise provided herein. (See Section 5(2) of this Article concerning the number of votes that GNSO Council members may cast.) 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 (see Section 5(2) of this Article) 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.

ARTICLE XI: ADVISORY COMMITTEES, Section 2. SPECIFIC ADVISORY COMMITTEES

4. At-Large Advisory Committee

h. Each RALO shall be comprised of self-supporting At-Large Structures within its Geographic Region, that have been certified to meet the requirements of the RALO's Memorandum of Understanding with ICANN 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 include individual Internet users who are citizens and or residents of countries within 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 the certification of At-Large Structures within a each Geographic Region shall be established by the Board based on recommendations of from the ALAC and shall be stated in the Memorandum of Understanding between ICANN and the RALO for that Geographic Region, so that. The criteria and standards for the certification of At-Large Structures shall be established in such a way that participation by individual Internet users who are citizens or residents of countries within the Geographic Region (as defined in Section 5 of Article VI) of the RALO will predominate in the operation of each At-Large Structure within the RALO, while not necessarily excluding additional participation, compatible with the interests of the individual Internet users within the region, by others. Each RALO's Memorandum of Understanding shall also include provisions designed to allow, to the greatest extent possible, every individual Internet user who is a citizen of a country within the RALO's Geographic Region to participate in at least one of the RALO's At-Large Structures. To the extent compatible with these objectives, the criteria and standards should also afford to each RALO is afforded the type of structure that best fits its Geographic Region's the customs and characteristics of its Geographic Region. Once the criteria and standards have been established, the ALAC shall be responsible for certifying organizations as meeting the criteria and standards for At-Large Structures. 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 of the members of the ALAC and shall be subject to review according to procedures the Board may established by the Board. On an ongoing basis, Tthe ALAC may also give advice as to whether a prospective At-Large Structure meets the applicable criteria and standards.

ARTICLE XX: TRANSITION ARTICLE, Section 2. BOARD OF DIRECTORS

8. In applying the term-limitation provision of Section 8(5) of Article VI, a Director's service on the Board before the Effective Date and Time of the New Board shall count as one term.

ARTICLE XX: TRANSITION ARTICLE, Section 5. GENERIC NAMES SUPPORTING ORGANIZATION

6. The terms of the GNSO Council members described in paragraph 5 of this Section 5 shall last for the remainder of their terms under the Old Bylaws, except that all the terms of all of those GNSO Council members shall end conclude at the conclusion of the ICANN annual meeting in 2003. Any vacancy occurring before that time in a position on the GNSO Council described in paragraph 5 of this Section 5 before that time shall be filled by the constituency which that the vacant position represents for the remainder of the term lasting until the conclusion of the ICANN annual meeting in 2003. In selecting three persons to serve on the GNSO Council, the initial Nominating Committee shall designate one to serve a term until the conclusion of the ICANN annual meeting in 2004 and the other two to serve terms until the conclusion of the ICANN annual meeting in 2005.

ARTICLE XX: TRANSITION ARTICLE, Section 7. ADVISORY COMMITTEES AND TECHNICAL LIAISON GROUP

5. At-Large Advisory Committee

a. There shall exist an Interim At-Large Advisory Committee Uuntil such time as ICANN recognizes, through the entry of a Memorandum of Understanding, all of the Regional At-Large Organizations (RALOs) identified in Article XI, Section 2(4) of the New Bylaws., there shall exist an The Interim At-Large Advisory Committee shall be composed of (i) ten individuals (two from each ICANN region) selected by the ICANN Board following nominations by the At-Large Organizing Committee. and (ii) five additional individuals (one from each ICANN region) selected by Tthe initial Nominating Committee shall select five more individuals, one from each region, as soon as feasible, to serve terms on the (Interim) At-Large Advisory Committee as specified by Article XI, Section (2)(4)(c)(3) of the New Bylaws in accordance with the principles established in Article VII, Section 5 of the New Bylaws. The initial Nominating Committee shall designate two of these individuals to serve terms until the conclusion of the ICANN annual meeting in 2004 and three of these individuals to serve terms until the conclusion of the ICANN annual meeting in 2005.


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