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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