Exhibit A to Draft Minutes | Special Meeting of the Board
In ARTICLE V (STRUCTURE OF THE BOARD OF DIRECTORS):
Section 2. INITIAL BOARD MEMBERS SELECTED BY THE SUPPORTING ORGANIZATIONS
As soon as feasible after formation of a Supporting Organization pursuant to Section 3(a) of Article VI, the Supporting Organization shall select three persons to be the Original Directors selected by that Supporting Organization and shall designate which of these persons shall serve each of the staggered terms for such Original Directors specified in Section 9(d) of this Article. The Supporting Organization shall notify the Board and Secretary of the Corporation in writing of the selections and designations. The selected persons shall take office seven days after the notification is received by the Secretary.
Section 6. INTERNATIONAL REPRESENTATION
In order to ensure broad international representation on the Board: (1) at least one citizen of a country located in each of the geographic regions listed in this Section 6 shall serve as an At Large Director on the Board (other than the Initial Board) at all times and (2) no more than one-half (1/2) of the total number of At Large Directors serving at any given time shall be citizens of countries located in any one Geographic Region. The selection of Directors by each Supporting Organization shall comply with all applicable geographic diversity provisions of these Bylaws or of any Memorandum of Understanding referred to in these Bylaws concerning the Supporting Organization. As used herein, each of the following shall be a "Geographic Region": Europe; Asia/Australia/Pacific; Latin America/Caribbean islands; Africa; North America. The specific countries included in each Geographic Region shall be determined by the Board, and this Section shall be reviewed by the Board from time to time (but at least every three years) to determine whether any change is appropriate, taking account of the evolution of the Internet.
Section 9. ELECTION AND TERM
(b) Prior to October 1 of each year beginning in the year 2000, each Supporting Organization entitled to select a Director (other than an Original Director selected by the Supporting Organization under Section 2 of this Article) shall (i) make its selection according to the procedures specified by Article VI (including Articles VI-A, VI-B, and VI-C), and (ii) give the Board and the Secretary of the Corporation at least 30 days written notice of that selection. The term of such a Director shall commence on the October 1 after his or her selection.
In ARTICLE VI (SUPPORTING ORGANIZATIONS):
Section 4. ELIGIBILITY
No person shall serve simultaneously as (i) a member of any Supporting Organization Council or other body that is directly responsible for the selection of Directors by that Supporting Organization and (ii) a Director. If a member of any such Supporting Organization Council or such other body accepts a nomination to be considered to serve on the Board, such member shall not, following such nomination, participate in any discussion of, or vote by, such Supporting Organization Council or other body relating to the selection of Directors by such Council or other body. In the event that a member of a Supporting Organization Council accepts a nomination to be considered to serve on the Board, the constituency group or other entity that selected the Council member may select a replacement member for purposes of that election.
In ARTICLE VI-B (THE DOMAIN NAME SUPPORTING ORGANIZATION):
Section 2. THE NAMES COUNCIL
(e) The NC shall forward to the Board, from among those persons nominated by the GA, its selection(s) for the Director(s) to fill any open Board position(s) reserved for the DNSO. Any such selection(s) must have the affirmative votes of at least one-half (1/2) of all the members of the NC. At any given time, no more than one Director selected by the NC shall be a citizen of a country located in any one Geographic Region.