Note: this page is an archive of an old version of the bylaws. The current ICANN bylaws are always available at: https://www.icann.org/resources/pages/governance/bylaws-en
BYLAWS FOR INTERNET CORPORATION
FOR ASSIGNED NAMES AND NUMBERS
A California Nonprofit Public-Benefit Corporation
As adopted effective 15 December 2002 (the "New Bylaws")
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 notice and opportunity to,
but did not, 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 ordinarily be responsible for bearing all
costs of the IRP Provider, but in an extraordinary case the IRP may
in its declaration allocate up to half of the costs of the IRP Provider
to the prevailing party based upon the circumstances, including a consideration
of the reasonableness of the parties' positions and their contribution
to the public interest. 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
[Note: This article is subject to amendment as
a result of continuing discussion and the Regional Internet Registries.]
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
[Note: This article is still under development
within the community and is expected to be added at a later date. See
Article XX, Section 4 for transition details.]
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 two liaisons to the GNSO Council, one appointed
by each of the Governmental Advisory Committee and the At-Large Advisory
Committee from time to time, who shall not be members 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 an obligation for ICANN to fund 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:
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. 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
Section 1. PURPOSE
This Transition Article sets forth the provisions for the transition
from the processes and structures defined by the ICANN Bylaws, as amended
and restated on 29 October 1999 and amended through 12 February 2002 (the
"Old Bylaws"),
to the processes and structures defined by the Bylaws of which this Article
is a part (the "New Bylaws").
Section 2. BOARD OF DIRECTORS
1. For the period beginning on the adoption of
this Transition Article and ending on the Effective Date and Time of
the New Board, as defined in paragraph 5 of this Section
2, the Board of Directors of the Corporation ("Transition Board")
shall consist of the members of the Board who would have been Directors
under the Old Bylaws immediately after the conclusion of the annual
meeting in 2002, except that those At-Large members of the Board under
the Old Bylaws who elect to do so by notifying the Secretary of the
Board on 15 December 2002 or in writing or by e-mail no later than 23
December 2002 shall also serve as members of the Transition Board. Notwithstanding
the provisions of Article
VI, Section 12 of the New Bylaws, vacancies on the Transition Board
shall not be filled. The Transition Board shall not have liaisons as
provided by Article VI, Section 9 of the New Bylaws.
The Board Committees existing on the date of adoption of this Transition
Article shall continue in existence, subject to any change in Board
Committees or their membership that the Transition Board may adopt by
resolution.
2. The Transition Board shall elect a Chair and
Vice-Chair to serve until the Effective Date and Time of the New Board.
3. The "New Board" is that Board described
in Article VI, Section
2(1) of the New Bylaws.
4. Promptly after the adoption of this Transition
Article, a Nominating Committee shall be formed including, to the extent
feasible, the delegates and liaisons described in Article
VII, Section 2 of the New Bylaws, with terms to end at the conclusion
of the ICANN annual meeting in 2003. The Nominating Committee shall
proceed without delay to select Directors to fill Seats 1 through 8
on the New Board, with terms to conclude upon the commencement of the
first regular terms specified for those Seats in Article
VI, Section 8(1)(a)-(c) of the New Bylaws, and shall give the ICANN
Secretary written notice of that selection.
5. The Effective Date and Time of the New Board
shall be a time, as designated by the Transition Board, during the first
regular meeting of ICANN in 2003 that begins not less than seven calendar
days after the ICANN Secretary has received written notice of the selection
of Directors to fill at least ten of Seats 1 through 14 on the New Board.
As of the Effective Date and Time of the New Board, it shall assume
from the Transition Board all the rights, duties, and obligations of
the ICANN Board of Directors. Subject to Section 4 of this Article,
the Directors (Article VI, Section 2(1)(a)-(d))
and non-voting liaisons (Article VI, Section 9)
as to which the ICANN Secretary has received notice of selection shall,
along with the President (Article VI, Section 2(1)(e)),
be seated upon the Effective Date and Time of the New Board, and thereafter
any additional Directors and non-voting liaisons shall be seated upon
the ICANN Secretary’s receipt of notice of their selection.
6. The New Board shall elect a Chairman and Vice-Chairman
as its first order of business. The terms of those Board offices shall
expire at the end of the annual meeting in 2003.
7. Committees of the Board in existence as of
the Effective Date and Time of the New Board shall continue in existence
according to their existing charters, but the terms of all members of
those committees shall conclude at the Effective Date and Time of the
New Board. Temporary committees in existence as of the Effective Date
and Time of the New Board shall continue in existence with their existing
charters and membership, subject to any change the New Board may adopt
by resolution.
Section 3. ADDRESS SUPPORTING ORGANIZATION
The Address Supporting Organization shall continue in operation according
to the provisions of 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, until a replacement Memorandum of Understanding becomes
effective. Promptly after the adoption of this Transition Article, the
Address Supporting Organization shall make selections, and give the ICANN
Secretary written notice of those selections, of:
1. Directors to fill Seats 9 and 10 on
the New Board, with terms to conclude upon the commencement of the first
regular terms specified for each of those Seats in Article
VI, Section 8(1)(d) and (e) of the New Bylaws; and
2. the delegate to the Nominating Committee
selected by the Council of the Address Supporting Organization, as called
for in Article
VII, Section 2(8)(f) of the New Bylaws.
With respect to the ICANN Directors that it is entitled to select, and
taking into account the need for rapid selection to ensure that the New
Board becomes effective as soon as possible, the Address Supporting Organization
may select those Directors from among the persons it previously selected
as ICANN Directors pursuant to the Old Bylaws. To the extent the Address
Supporting Organization does not provide the ICANN Secretary written notice,
on or before 31 March 2003, of its selections for Seat 9 and Seat 10,
the Address Supporting Organization shall be deemed to have selected for
Seat 9 the person it selected as an ICANN Director pursuant to the Old
Bylaws for a term beginning in 2001 and for Seat 10 the person it selected
as an ICANN Director pursuant to the Old Bylaws for a term beginning in
2002.
Section 4. COUNTRY-CODE NAMES SUPPORTING ORGANIZATION
Until such time as a Country-Code Names Supporting Organization is established,
Seats 11 and 12 on the New Board shall remain vacant, and the delegate
to the Nominating Committee established by the New Bylaws designated to
be selected by such an organization shall be appointed by the Transition
or New Board, depending on which is in existence at the time any particular
appointment is required, after due consultation with members of the ccTLD
community. Upon the organization and recognition by the ICANN Board of
a Country-Code Names Supporting Organization, that Supporting Organization
shall promptly select persons to fill Seats 11 and 12 on the New Board,
and give written notice of those selections to the ICANN Secretary. Any
delegate to the Nominating Committee appointed by the Transition or New
Board according to this Section 4 then serving shall remain in office,
but subsequent appointments of the Nominating Committee delegate described
in Article VII, Section 2(8)(c) shall be made
by the Council of the Country Code Names Supporting Organization.
Section 5. GENERIC NAMES SUPPORTING ORGANIZATION
1. The Domain
Name Supporting Organization shall cease operations upon the adoption
of this Transition Article, except that the Names
Council of the Domain Name Supporting Organization may act for the
limited purpose of authorizing the transfer of any funds it has collected
to the benefit of the Generic Names Supporting Organization.
2. The Generic Names Supporting Organization ("GNSO")
shall commence operations upon the adoption of this Transition Article,
and the following six DNSO constituencies shall automatically become
constituencies of the GNSO, initially under their existing charter:
a. The commercial
and business entities constituency of the DNSO shall become the
Commercial and
Business Users constituency of the GNSO.
b. The gTLD
registries constituency of the DNSO shall become the gTLD
Registries constituency of the GNSO.
c. The ISP
and connectivity providers constituency of the DNSO shall become
the Internet Service
and Connectivity Providers constituency of the GNSO.
d. The non-commercial
domain name holders constituency of the DNSO shall become the
Non-Commercial
Users constituency of the GNSO.
e. The registrars
constituency of the DNSO shall become the Registrars
constituency of the GNSO.
f. The trademark,
other intellectual property and anti-counterfeiting interests constituency
of the DNSO shall become the Intellectual
Property Interests constituency of the GNSO.
3. Notwithstanding the adoption or effectiveness
of the New Bylaws, each GNSO constituency described in paragraph
2 of this Section 5 shall continue operating as before and no constituency
official, task force, or other activity shall be changed until further
action of the constituency, provided that each GNSO constituency shall
submit to the ICANN Secretary a new charter and statement of operating
procedures, adopted according to the constituency's processes and consistent
with the New Bylaws, no later than 15 July 2003.
4. Until the conclusion of the ICANN annual meeting
in 2003, the GNSO Council shall consist of three representatives of
each constituency of the GNSO plus, upon their selection by the Nominating
Committee, three persons selected by that committee. It may also have
liaisons appointed by the Governmental Advisory Committee and (Interim)
At-Large Advisory Committee, as provided in Article
X, Section 3(1) of the New Bylaws. Thereafter, the composition of
the GNSO Council shall be as
provided in the New Bylaws, as they may be amended from time to
time, without regard to this Transition Article. All committees, task
forces, working groups, drafting committees, and similar groups established
by the DNSO Names Council and in existence immediately before the adoption
of this Transition Article shall continue in existence as groups of
the GNSO Council with the same charters, membership, and activities,
subject to any change by action of the GNSO Council.
5. Upon the adoption of this Transition Article,
the three representatives on the Domain Name Supporting Organization
("DNSO") Names Council from each of six DNSO constituencies
shall be seated as representatives of constituencies on the GNSO Council,
as follows:
a. The three representatives of the commercial
and business entities constituency of the DNSO shall be seated as
representatives of the Commercial and Business Users constituency
of the GNSO.
b. The three representatives of the gTLD registries
constituency of the DNSO shall be seated as representatives of the
gTLD Registries constituency of the GNSO.
c. The three representatives of the ISP and
connectivity providers constituency of the DNSO shall be seated as
representatives of the Internet Service and Connectivity Providers
constituency of the GNSO.
d. The three representatives of the non-commercial
domain name holders constituency of the DNSO shall be seated as representatives
of the Non-Commercial Users constituency of the GNSO.
e. The three representatives of the registrars
constituency of the DNSO shall be seated as representatives of the
Registrars constituency of the GNSO.
f. The three representatives of the trademark,
other intellectual property and anti-counterfeiting interests constituency
of the DNSO shall be seated as representatives of the Intellectual
Property Interests constituency of the GNSO.
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 terms
of GNSO Council members shall conclude at the conclusion of the ICANN
annual meeting in 2003. Any vacancy occurring in a position on the GNSO
Council before that time shall be filled by the constituency which the
vacant position represents for the remainder of the term lasting until
the conclusion of the ICANN annual meeting in 2003.
7. Promptly after the adoption of this Transition
Article, the Generic Names Supporting Organization shall, through
the GNSO Council, make selections of Directors to fill Seats 13 and
14 on the New Board, with terms to conclude upon the commencement
of the first regular terms specified for each of those Seats in Article
VI, Section 8(1)(d) and (e) of the New Bylaws, and shall give the
ICANN Secretary written notice of its selections.
8. In the absence of further action on the topic
by the New Board, each of the GNSO constituencies shall select two representatives
to the GNSO Council no later than 1 October 2003, and shall provide
the ICANN Secretary written notice of its selections. Each constituency
shall designate one of those representatives to serve a one-year term,
and one to serve a two year-term. Each successor to those representatives
shall serve a two-year term.
9. Upon the adoption of this Transition Article,
and until further action by the ICANN Board, the GNSO Council shall
assume responsibility for the DNSO General Assembly e-mail announcement
and discussion lists.
10. Each of the constituencies identified in
paragraph 5 of this Section 5 that are designated
to select a delegate to the Nominating Committee under Article
VII, Section 2 of the New Bylaws shall promptly, upon adoption of
this Transition Article, notify the ICANN Secretary of the person(s)
selected to serve as delegates.
Section 6. PROTOCOL SUPPORTING ORGANIZATION
The Protocol
Supporting Organization referred to in the Old Bylaws is discontinued.
Section 7. ADVISORY COMMITTEES AND TECHNICAL LIAISON
GROUP
1. Upon the adoption of the New Bylaws, the Governmental
Advisory Committee shall continue in operation according to its existing
operating principles and practices, until further action of the committee.
The Governmental Advisory Committee may designate liaisons to serve
with other ICANN bodies as contemplated by the New Bylaws by providing
written notice to the ICANN Secretary. Promptly upon the adoption of
this Transition Article, the Governmental Advisory Committee shall notify
the ICANN Secretary of the person selected as its delegate to the Nominating
Committee, as set forth in Article
VII, Section 2 of the New Bylaws.
2. The organizations designated as members of
the Technical Liaison Group under Article
XI-A, Section 2(2) of the New Bylaws shall each designate the two
individual technical experts described in Article
XI-A, Section 2(6) of the New Bylaws, by providing written notice
to the ICANN Secretary. As soon as feasible, the delegate from the Technical
Liaison Group to the Nominating Committee shall be selected according
to Article XI-A, Section 2(7) of the New Bylaws.
3. Upon the adoption of the New Bylaws, the Security
and Stability Advisory Committee shall continue in operation according
to its existing operating principles and practices, until further action
of the committee. Promptly upon the adoption of this Transition Article,
the Security and Stability Advisory Committee shall notify the ICANN
Secretary of the person selected as its delegate to the Nominating Committee,
as set forth in Article VII, Section 2(4) of the
New Bylaws.
4. Upon the adoption of the New Bylaws, the Root
Server System Advisory Committee shall continue in operation according
to its existing operating principles and practices, until further action
of the committee. Promptly upon the adoption of this Transition Article,
the Root Server Advisory Committee shall notify the ICANN Secretary
of the person selected as its delegate to the Nominating Committee,
as set forth in Article VII, Section 2(3) of the
New Bylaws.
5. At-Large Advisory Committee
a. Until such time as ICANN recognizes,
through the entry of a Memorandum of Understanding, the Regional At-Large
Organizations (RALOs) identified in Article
XI, Section 2(4) of the New Bylaws, there shall exist an Interim
At-Large Advisory Committee composed of ten individuals (two from
each ICANN region) selected by the ICANN Board following nominations
by the At-Large Organizing Committee. The 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.
b. Upon the entry of each RALO into
such a Memorandum of Understanding, that entity shall be entitled
to select two persons who are citizens and residents of that Region
to be members of the At-Large Advisory Committee established by Article
XI, Section 2(4) of the New Bylaws. Upon the entity's written
notification to the ICANN Secretary of such selections, those persons
shall immediately assume the seats held until that notification by
the Interim At-Large Advisory Committee members previously selected
by the Board from the RALO's region.
c. Upon the seating of persons selected
by all five RALOs, the Interim At-Large Advisory Committee shall become
the At-Large Advisory Committee, as established by Article
XI, Section 2(4) of the New Bylaws. The five individuals selected
to the Interim At-Large Advisory Committee by the Nominating Committee
shall become members of the At-Large Advisory Committee for the remainder
of the terms for which they were selected.
d. Promptly upon its creation, the Interim
At-Large Advisory Committee shall notify the ICANN Secretary of the
persons selected as its delegates to the Nominating Committee, as
set forth in Article
VII, Section 2(6) of the New Bylaws.
Section 8. OFFICERS
ICANN officers (as defined in Article
XIII of the New Bylaws) shall be elected by the then-existing Board
of ICANN at the annual meeting in 2002 to serve until the annual meeting
in 2003.
Section 9. GROUPS APPOINTED BY THE PRESIDENT
Notwithstanding the adoption or effectiveness of the New Bylaws, task
forces and other groups appointed by the ICANN President shall continue
unchanged in membership, scope, and operation until changes are made by
the President.
Section 10. CONTRACTS WITH ICANN
Notwithstanding the adoption or effectiveness of the New Bylaws, all
agreements, including employment and consulting agreements, entered by
ICANN shall continue in effect according to their terms.
Annex A: GNSO
Policy Development Process
The following process shall govern the GNSO policy development process
("PDP") until such time as modifications are recommended to
and approved by the ICANN Board of Directors ("Board").
1. Raising an Issue
An issue may be raised for consideration as part of the PDP by any of
the following:
a. Board Initiation. The Board may initiate
the PDP by instructing the GNSO Council ("Council") to begin
the process outlined in this Annex.
b. Council Initiation. The GNSO Council
may initiate the PDP by a vote of at least twenty-five percent (25%)
of the members of the Council present at any meeting in which a motion
to initiate the PDP is made.
c. Advisory Committee Initiation. An
Advisory Committee may raise an issue for policy development by action
of such committee to commence the PDP, and transmission of that request
to the GNSO Council.
2. Creation of the Issue Report
Within fifteen (15) calendar days after receiving either (i) an instruction
from the Board; (ii) a properly supported motion from a Council member;
or (iii) a properly supported motion from an Advisory Committee, the Staff
Manager will create a report (an "Issue Report"). Each Issue
Report shall contain at least the following:
a. The proposed issue raised for consideration;
b. The identity of the party submitting the
issue;
c. How that party is affected by the issue;
d. Support for the issue to initiate the PDP;
e. A recommendation from the Staff Manager
as to whether the Council should initiate the PDP for this issue (the
"Staff Recommendation"). Each Staff Recommendation shall include
the opinion of the ICANN General Counsel regarding whether the issue
proposed to initiate the PDP is properly within the scope of the ICANN
policy process and within the scope of the GNSO. In determining whether
the issue is properly within the scope of the ICANN policy process,
the General Counsel shall examine whether such issue:
1. is within the scope of ICANN's mission
statement;
2. is broadly applicable to multiple situations
or organizations;
3. is likely to have lasting value or applicability,
albeit with the need for occasional updates;
4. will establish a guide or framework for
future decision-making; or
5. implicates or affects an existing ICANN
policy.
f. On or before the fifteen (15) day deadline,
the Staff Manager shall distribute the Issue Report to the full Council
for a vote on whether to initiate the PDP, as discussed below.
3. Initiation of PDP
The Council shall initiate the PDP as follows:
a. Issue Raised by the Board. If the
Board directs the Council to initiate the PDP, then the Council shall
meet and do so within fifteen (15) calendar days after receipt of the
Issue Report, with no intermediate vote of the Council.
b. Issue Raised by Other than by the Board.
If a policy issue is presented to the Council for consideration via
an Issue Report, then the Council shall meet within fifteen (15) calendar
days after receipt of such Report to vote on whether to initiate the
PDP. Such meeting may be convened in any manner deemed appropriate by
the Council, including in person, via conference call or via electronic
mail.
c. Vote of the Council. A vote of more
than 33% of the Council members present in favor of initiating the PDP
will suffice to initiate the PDP; unless the Staff Recommendation stated
that the issue is not properly within the scope of the ICANN policy
process or the GNSO, in which case a Supermajority Vote of the Council
members present in favor of initiating the PDP will be required to initiate
the PDP.
4. Commencement of the PDP
At the meeting of the Council initiating the PDP, the Council shall decide,
by a majority vote of members present at the meeting, whether to appoint
a task force to address the issue. If the Council votes:
a. In favor of convening a task force, it shall
do so in accordance with the provisions of Item 7 below.
b. Against convening a task force, then it
will collect information on the policy issue in accordance with the
provisions of Item 8 below.
5. Composition and Selection of Task Forces
a. Upon voting to appoint a task force, the
Council shall invite each of the constituencies of the GNSO to appoint
one individual to participate in the task force. Additionally, the Council
may appoint up to three outside advisors to sit on the task force. (Each
task force member is referred to in this Annex as a "Representative"
and collectively, the "Representatives"). The Council may
increase the number of Representatives per constituency that may sit
on a task force in its discretion in circumstances that it deems necessary
or appropriate.
b. Any constituency wishing to appoint a Representative
to the task force must submit the name of the constituency designee
to the Staff Manager within ten (10) calendar days after such request
in order to be included on the task force. Such designee need not be
a member of the Council, but must be an individual who has an interest,
and ideally knowledge and expertise, in the area to be developed, coupled
with the ability to devote a substantial amount of time to task force
activities.
c. The Council may also pursue other options
that it deems appropriate to assist in the PDP, including appointing
a particular individual or organization to gather information on the
issue or scheduling meetings for deliberation or briefing. All such
information shall be submitted to the Staff Manager within thirty-five
(35) calendar days after initiation of the PDP.
6. Public Notification of Initiation of the PDP
After initiation of the PDP, ICANN shall post a notification of such
action to the Website. A public comment period shall be commenced for
the issue for a period of twenty (20) calendar days after initiation of
the PDP. The Staff Manager, or some other designated representative of
ICANN shall review the public comments and incorporate them into a report
(the "Public Comment Report") to be included in either the Preliminary
Task Force Report or the Initial Report, as applicable.
7. Task Forces
a. Role of Task Force. If a task force
is created, its role will generally be to (i) gather information detailing
the positions of formal constituencies and provisional constituencies,
if any, within the GNSO; and (ii) otherwise obtain relevant information
that will enable the Task Force Report to be as complete and informative
as possible.
The task force shall not have any formal decision-making authority.
Rather, the role of the task force shall be to gather information that
will document the positions of various parties or groups as specifically
and comprehensively as possible, thereby enabling the Council to have
a meaningful and informed deliberation on the issue.
b. Task Force Charter or Terms of Reference.
The Council, with the assistance of the Staff Manager, shall develop
a charter or terms of reference for the task force (the "Charter")
within ten (10) calendar days after initiation of the PDP. Such Charter
will include:
1. the issue to be addressed by the task
force, as such issue was articulated for the vote before the Council
that commenced the PDP;
2. the specific timeline that the task force
must adhere to, as set forth below, unless the Board determines that
there is a compelling reason to extend the timeline; and
3. any specific instructions from the Council
for the task force, including whether or not the task force should
solicit the advice of outside advisors on the issue.
The task force shall prepare its report and otherwise conduct its activities
in accordance with the Charter. Any request to deviate from the Charter
must be formally presented to the Council and may only be undertaken
by the task force upon a vote of a majority of the Council members present.
c. Appointment of Task Force Chair.
The Staff Manager shall convene the first meeting of the task force
within five (5) calendar days after receipt of the Charter. At the initial
meeting, the task force members will, among other things, vote to appoint
a task force chair. The chair shall be responsible for organizing the
activities of the task force, including compiling the Task Force Report.
The chair of a task force need not be a member of the Council.
d. Collection of Information.
1. Constituency Statements. The
Representatives will each be responsible for soliciting the position
of their constituencies, at a minimum, and other comments as each
Representative deems appropriate, regarding the issue under consideration.
This position and other comments, as applicable, should be submitted
in a formal statement to the task force chair (each, a "Constituency
Statement") within thirty-five (35) calendar days after initiation
of the PDP. Every Constituency Statement shall include at least the
following:
(i) If a Supermajority Vote was reached,
a clear statement of the constituency's position on the issue;
(ii) If a Supermajority Vote was not
reached, a clear statement of all positions espoused by constituency
members;
(iii) A clear statement of how the
constituency arrived at its position(s). Specifically, the statement
should detail specific constituency meetings, teleconferences, or
other means of deliberating an issue, and a list of all members
who participated or otherwise submitted their views;
(iv) An analysis of how the issue would
affect the constituency, including any financial impact on the constituency;
and
(v) An analysis of the period of time
that would likely be necessary to implement the policy.
2. Outside Advisors. The task force,
should it deem it appropriate or helpful, may solicit the opinions
of outside advisors, experts, or other members of the public, in addition
to those of constituency members. Such opinions should be set forth
in a report prepared by such outside advisors, and (i) clearly labeled
as coming from outside advisors; (ii) accompanied by a detailed statement
of the advisors' (A) qualifications and relevant experience; and (B)
potential conflicts of interest. These reports should be submitted
in a formal statement to the task force chair within thirty-five (35)
calendar days after initiation of the PDP.
e. Task Force Report. The chair of the
task force, working with the Staff Manager, shall compile the Constituency
Statements, Public Comment Report, and other information or reports,
as applicable, into a single document ("Preliminary Task Force
Report") and distribute the Preliminary Task Force Report to the
full task force within forty (40) calendar days after initiation of
the PDP. The task force shall have a final task force meeting within
five (5) days after the date of distribution of the Preliminary Task
Force Report to deliberate the issues and try and reach a Supermajority
Vote. Within five (5) calendar days after the final task force meeting,
the chair of the task force and the Staff Manager shall create the final
task force report (the "Task Force Report") and post it on
the Comment Site. Each Task Force Report must include:
1. A clear statement of any Supermajority
Vote position of the task force on the issue;
2. If a Supermajority Vote was not reached,
a clear statement of all positions espoused by task force members
submitted within the twenty-day timeline for submission of constituency
reports. Each statement should clearly indicate (i) the reasons underlying
the position and (ii) the constituency(ies) that held the position;
3. An analysis of how the issue would affect
each constituency of the task force, including any financial impact
on the constituency;
4. An analysis of the period of time that
would likely be necessary to implement the policy; and
5. The advice of any outside advisors appointed
to the task force by the Council, accompanied by a detailed statement
of the advisors' (i) qualifications and relevant experience; and (ii)
potential conflicts of interest.
8. Procedure if No Task Force is Formed
a. If the Council decides not to convene a
task force, the Council will request that, within ten (10) calendar
days thereafter, each constituency appoint a representative to solicit
the constituency's views on the issue. Each such representative shall
be asked to submit a Constituency Statement to the Staff Manager within
thirty-five (35) calendar days after initiation of the PDP.
b. The Council may also pursue other options
that it deems appropriate to assist in the PDP, including appointing
a particular individual or organization to gather information on the
issue or scheduling meetings for deliberation or briefing. All such
information shall be submitted to the Staff Manager within thirty-five
(35) calendar days after initiation of the PDP.
c. The Staff Manager will take all Constituency
Statements, Public Comment Statements, and other information and compile
(and post on the Comment Site) an Initial Report within fifty (50) calendar
days after initiation of the PDP. Thereafter, the PDP shall follow the
provisions of Item 9 below in creating a Final Report.
9. Public Comments to the Task Force Report or Initial
Report
a. The public comment period will last for
twenty (20) calendar days after posting of the Task Force Report or
Initial Report. Any individual or organization may submit comments during
the public comment period, including any constituency that did not participate
in the task force. All comments shall be accompanied by the name of
the author of the comments, the author's relevant experience, and the
author's interest in the issue.
b. At the end of the twenty (20) day period,
the Staff Manager will be responsible for reviewing the comments received
and adding those deemed appropriate for inclusion in the Staff Manager's
reasonable discretion to the Task Force Report or Initial Report (collectively,
the "Final Report"). The Staff Manager shall not be obligated
to include all comments made during the comment period, including each
comment made by any one individual or organization.
c. The Staff Manager shall prepare the Final
Report and submit it to the Council chair within ten (10) calendar days
after the end of the public comment period.
10. Council Deliberation
a. Upon receipt of a Final Report, whether
as the result of a task force or otherwise, the Council chair will (i)
distribute the Final Report to all Council members; and (ii) call for
a Council meeting within ten (10) calendar days thereafter. The Council
may commence its deliberation on the issue prior to the formal meeting,
including via in-person meetings, conference calls, e-mail discussions
or any other means the Council may choose. The deliberation process
shall culminate in a formal Council meeting either in person or via
teleconference, wherein the Council will work towards achieving a Supermajority
Vote to present to the Board.
b. The Council may, if it so chooses, solicit
the opinions of outside advisors at its final meeting. The opinions
of these advisors, if relied upon by the Council, shall be (i) embodied
in the Council's report to the Board, (ii) specifically identified as
coming from an outside advisor; and (iii) be accompanied by a detailed
statement of the advisor's (x) qualifications and relevant experience;
and (y) potential conflicts of interest.
11. Council Report to the Board
The Staff Manager will be present at the final meeting of the Council,
and will have five (5) calendar days after the meeting to incorporate
the views of the Council into a report to be submitted to the Board (the
"Board Report"). The Board Report must contain at least the
following:
a. A clear statement of any Supermajority
Vote recommendation of the Council;
b. If a Supermajority Vote was not reached,
a clear statement of all positions held by Council members. Each statement
should clearly indicate (i) the reasons underlying each position and
(ii) the constituency(ies) that held the position;
c. An analysis of how the issue would affect
each constituency, including any financial impact on the constituency;
d. An analysis of the period of time that
would likely be necessary to implement the policy;
e. The advice of any outside advisors relied
upon, which should be accompanied by a detailed statement of the advisor's
(i) qualifications and relevant experience; and (ii) potential conflicts
of interest;
f. The Final Report submitted to the Council;
and
g. A copy of the minutes of the Council deliberation
on the policy issue, including the all opinions expressed during such
deliberation, accompanied by a description of who expressed such opinions.
12. Agreement of the Council
A Supermajority Vote of the Council members will be deemed to reflect
the view of the Council, and may be conveyed to the Board as the Council's
recommendation. Abstentions shall not be permitted; thus all Council members
must cast a vote unless they identify a financial interest in the outcome
of the policy issue. Notwithstanding the foregoing, as set forth above,
all viewpoints expressed by Council members during the PDP must be included
in the Board Report.
13. Board Vote
a. The Board will meet to discuss the GNSO
Council recommendation as soon as feasible after receipt of the Board
Report from the Staff Manager.
b. In the event that the Council reached a
Supermajority Vote, the Board shall adopt the policy according to the
Council Supermajority Vote recommendation unless by a vote of more than
sixty-six (66%) percent of the Board determines that such policy is
not in the best interests of the ICANN community or ICANN.
c. In the event that the Board determines
not to act in accordance with the Council Supermajority Vote recommendation,
the Board shall (i) articulate the reasons for its determination in
a report to the Council (the "Board Statement"); and (ii)
submit the Board Statement to the Council.
d. The Council shall review the Board Statement
for discussion with the Board within twenty (20) calendar days after
the Council's receipt of the Board Statement. The Board shall determine
the method (e.g., by teleconference, e-mail, or otherwise) by which
the Council and Board will discuss the Board Statement.
e. At the conclusion of the Council and Board
discussions, the Council shall meet to affirm or modify its recommendation,
and communicate that conclusion (the "Supplemental Recommendation")
to the Board, including an explanation for its current recommendation.
In the event that the Council is able to reach a Supermajority Vote
on the Supplemental Recommendation, the Board shall adopt the recommendation
unless more than sixty-six (66%) percent of the Board determines that
such policy is not in the interests of the ICANN community or ICANN.
f. In any case in which the Council is not
able to reach Supermajority, a majority vote of the Board will be sufficient
to act.
g. When a final decision on a GNSO Council
Recommendation or Supplemental Recommendation is timely, the Board shall
take a preliminary vote and, where practicable, will publish a tentative
decision that allows for a ten (10) day period of public comment prior
to a final decision by the Board.
14. Implementation of the Policy
Upon a final decision of the Board, the Board shall, as appropriate,
give authorization or direction to the ICANN staff to take all necessary
steps to implement the policy.
15. Maintenance of Records
Throughout the PDP, from policy suggestion to a final decision by the
Board, ICANN will maintain on the Website, a status web page detailing
the progress of each PDP issue, which will describe:
a. The initial suggestion for a policy;
b. A list of all suggestions that do not result
in the creation of an Issue Report;
c. The timeline to be followed for each policy;
d. All discussions among the Council regarding
the policy;
e. All reports from task forces, the Staff
Manager, the Council and the Board; and
f. All public comments submitted.
16. Additional Definitions
"Comment Site" and "Website" refer to one or more
web sites designated by ICANN on which notifications and comments regarding
the PDP will be posted.
"Staff Manager" means an ICANN staff person(s) who manages
the PDP.
"Supermajority Vote" means a vote of more than sixty-six (66)
percent of the members present at a meeting of the applicable body.
Comments concerning the layout, construction and
functionality of this site
should be sent to webmaster@icann.org.
Page Updated
15-Mar-2003
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