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
ARTICLE I: OFFICES AND SEAL
ARTICLE II: MEMBERSHIP
ARTICLE III: TRANSPARENCY AND PROCEDURES
ARTICLE IV: POWERS
ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS
ARTICLE VI: SUPPORTING ORGANIZATIONS
ARTICLE VI-A: THE ADDRESS SUPPORTING ORGANIZATION
ARTICLE VI-B: THE DOMAIN NAME SUPPORTING ORGANIZATION
ARTICLE VI-C: THE PROTOCOL SUPPORTING ORGANIZATION
ARTICLE VII: COMMITTEES
ARTICLE VIII: OFFICERS
ARTICLE IX: INDEMNIFICATION OF DIRECTORS, OFFICERS EMPLOYEES AND OTHER AGENTS
ARTICLE X: GENERAL PROVISIONS
ARTICLE XI: FISCAL MATTERS
ARTICLE XII: AMENDMENTS
Section 1. OFFICES
The principal office for the transaction of the business of this corporation (the "Corporation") will be in the County of Los Angeles, State of California, United States of America. The Corporation may also have an additional office or offices within or outside the United States of America as the Board of Directors (the "Board") 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.
[This Article is reserved for use when the Corporation has members.]
Section 1. GENERAL
The Corporation and its subordinate entities shall operate to the maximum extent feasible in an open and transparent manner and consistent with procedures designed to ensure fairness. In addition to the specific procedures set forth in these Bylaws, the Initial Board shall investigate the development of additional transparency policies and transparency procedures designed to provide information about, and enhance the ability of interested persons to provide input to, the Board and Supporting Organizations. Any such additional transparency policies and procedures shall be widely publicized by the Board in draft form, both within the Supporting Organizations and on a publicly-accessible Internet World Wide Web site maintained by the Corporation (the "Web Site"). Any such additional transparency policies and procedures may be adopted only after a process for receiving and evaluating comments and suggestions has been established by the Board, and after due consideration of any comments or suggestions received by the Board.
Section 2. ACCESS TO INFORMATION
All minutes of meetings of the Board, Supporting Organizations (and any councils thereof) and Committees shall be approved promptly by the originating body and, no later than twenty-one (21) days after the meeting, shall be made publicly available on the Web Site and otherwise; provided, however, that any minutes relating to personnel or employment matters, legal matters (to the extent the Board determines is necessary or appropriate to protect the interests of the Corporation), matters that the Corporation 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 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 generic terms in the relevant minutes the reason for such nondisclosure.
Section 3. NOTICE AND COMMENT PROVISIONS
(a) The Board shall post on the Web Site (i) periodically a calendar of scheduled meetings for the upcoming year, and (ii) in advance of each Board meeting, a notice of the fact and time that such meeting will be held and, to the extent known, an agenda for the meeting. If reasonably practicable, the Board shall post notices of special meetings of the Board at least fourteen (14) days prior to the meetings.
(b) With respect to any policies that are being considered for adoption that substantially affect the operation of the Internet or third parties, including the imposition of any fees or charges, the Board will:
(ii) 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; and
(iii) hold a public forum at which the proposed policy would be discussed.
(d) As appropriate, the Corporation will facilitate the translation of final published documents into various appropriate languages.
Section 4. RECONSIDERATION AND REVIEW
(a) Any person affected by an action of the Corporation may request review or reconsideration of that action by the Board. The Board shall adopt policies and procedures governing such review or reconsideration, which may include threshold standards or other requirements to protect against frivolous or non-substantive use of the reconsideration process.
(b) The Initial Board shall, following solicitation of input from the Advisory Committee on Independent Review and other interested parties and consideration of all such suggestions, adopt policies and procedures for independent third-party review of Board actions alleged by an affected party to have violated the Corporation's articles of incorporation or bylaws.
Section 1. GENERAL POWERS
(b) The Corporation 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 the Corporation. Nothing in this Section 1(b) is intended to prevent the Corporation 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.
(c) The Corporation 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.
Section 1. INITIAL BOARD
The initial Board of Directors of the Corporation ("Initial Board") shall consist of nine At Large members, the President (when appointed) and those Directors that have been selected in accordance with these bylaws by any Supporting Organization(s) that exists under Section 3(a) of Article VI during the term of any of such At Large members. The At Large members of the Initial Board shall serve until September 30, 1999, unless by a two-thirds (2/3) vote of all the members of the Board that term is extended for some or all of the At Large members of the Initial Board for an additional period, to expire no later than September 30, 2000. The members of the Initial Board (other than the At Large members) shall serve the terms specified in Section 9(d) of this Article. No At Large member of the Initial Board shall be eligible for additional service on the Board until two years have elapsed following the end of his or her term on the Initial Board.
Section 2. INITIAL BOARD MEMBERS SELECTED BY THE SUPPORTING ORGANIZATIONS
As soon as feasible after formation of a Supporting Organization pursuant to Section 3(a) of Article VI, the Supporting Organization shall select three persons to be the Original Directors selected by that Supporting Organization and shall designate which of these persons shall serve each of the staggered terms for such Original Directors specified in Section 9(d) of this Article. The Supporting Organization shall notify the Board and Secretary of the Corporation in writing of the selections and designations. The selected persons shall take office fifteen days after the notification is received by the Secretary.
Section 3. NUMBER OF DIRECTORS AND ELECTION OF CHAIRMAN
(b) The Board shall elect a Chairman from among the Directors, not including the President.
Section 4. QUALIFICATION OF DIRECTORS AFTER THE INITIAL BOARD
Each Board after the Initial Board shall be comprised as follows:
(ii) Three (3) Directors selected by the Domain Name Supporting Organization,
as defined in Article VI;
(iii) Three (3) Directors selected by the Protocol Supporting Organization,
as defined in Article VI;
(iv) Nine (9) At Large Directors, selected pursuant to a process to
be established by a majority vote of all the At Large Board members
of the Initial Board; and
(v) The person who shall be, from time to time, the President of the Corporation.
Section 5. 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 (a) who holds an elective governmental office or (b) 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 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 on the Board (other than the Initial Board) at all times; (2) no more than one-half (1/2) of the total number of At Large Directors serving at any given time shall be citizens of countries located in any one Geographic Region, and (3) no more than one-half (1/2) of the total number of Directors, in the aggregate, serving at any given time pursuant to selection by the Supporting Organizations shall be citizens of countries located in any one Geographic Region. 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 7. CONFLICT 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 the Corporation. Each Director shall be responsible for disclosing to the Corporation 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 the Corporation 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 interest that will be affected by the outcome of the vote.
Section 8. DUTIES OF DIRECTORS
Directors shall serve as individuals who have the duty to act in what they reasonably believe are the best interests of the Corporation and not as representatives of their Supporting Organizations, employers or any other organizations or constituencies.
Section 9. ELECTION AND TERM
(a) At Large Directors (other than the Initial Directors) shall be elected at each annual meeting of the Board to hold office until the end of their terms pursuant to the procedures described in this Section. If an annual meeting is not held or the At Large Directors are not elected at the annual meeting, they may be elected at any special meeting of the Board held for that purpose. Each Director, including a member of the Initial Board and a Director elected to fill a vacancy or elected at a special meeting, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified or until that Director resigns or is removed in accordance with these Bylaws. Notwithstanding the foregoing, each time a person is appointed as President of the Corporation, the Board shall, at the time of such appointment, elect such person to the Board to serve for as long as, but only as long as, such person holds the office of President.
(b) Prior to October 1 of each year, each Supporting Organization entitled to select a Director (other than an Original Director section 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.
(c) At Large Board members other than those serving on the Initial Board shall be elected by a process to be determined by a majority vote of all At Large members of the Initial Board, following solicitation of input from the Advisory Committee on Membership described in Section 3 of Article VII and other interested parties and consideration of all such suggestions. At a minimum, such a process shall consist of nominations from Internet users, industry participants, and organizations, and should give consideration to such nominees. Such process shall call for election of At Large directors by one or more categories of members of the Corporation admitted pursuant to qualifications established by majority vote of the At Large members of the Initial Board.
(d) The regular term of office of a Director (other than (i) the person holding the office of President, who shall serve for as long as, and only for as long as, such person holds the office of President, and (ii) a member of the Initial Board, who shall serve for the period specified in these bylaws) shall be three (3) years. No Director may serve for more than two (2) terms. Notwithstanding the foregoing, the three Original Directors selected by any Supporting Organization shall be selected for terms of one (1) year, two (2) years, and three (3) years, respectively, with each term considered to have begun on October 1, 1998 regardless of when those Original Directors actually take office. The terms of the first At Large Directors elected to replace the At Large members of the Initial Board shall be as follows: three such At Large Directors shall serve a term of one (1) year, three such At Large Directors shall serve a term of two (2) years, and three such At Large Directors shall serve a term of three (3) years.
(e) Resources of the Corporation will not be expended in support of any campaign of any nominee for the Board.
Section 10. RESIGNATION
Subject to Section 5226 of the CNPBCL, any Director 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 the Corporation) or by giving written notice thereof to the President or the Secretary of the Corporation. 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 elected or selected pursuant to Section 12 of this Article.
Section 11. REMOVAL OF A DIRECTOR
Any Director may be removed following notice and a three-fourths (3/4) majority vote of all members of the Board; 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 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. A Director selected by a Supporting Organization can be recommended for removal by that Supporting Organization through procedures adopted by that Supporting Organization and ratified by the Board. Upon such recommendation for removal, the Board shall vote to remove such Director. If the Board seeks to remove more than one Director selected by a Supporting Organization or more than one At Large Director within a four-month period, the Board must show reasonable cause for its action.
Section 12. VACANCIES
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 involving an At Large Director shall be filled at any meeting of the Board occurring after such vacancy by a vote of the At Large Directors. Any vacancy occurring on the Board of Directors involving a Director to be selected by a Supporting Organization shall be filled by the Supporting Organization selecting a Director according to the procedures specified by Articlde VI (including Articles VI-A, VI-B, and VI-C). A Director elected or 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. The replacement need not hold the office, if any, of the removed Director. 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.
Section 13. ANNUAL MEETING OF THE BOARD OF DIRECTORS
Annual meetings of the Board will be held for the purpose of electing At Large Directors and Officers and for the transaction of such other business as may come before the meeting. The first annual meeting will be held the last week of September 1999 or on such other date as may be set by the Board. Subsequent annual meetings shall be held as set by the Board not less than ten (10) nor more than thirteen (13) months after the annual meeting held the prior year. In the absence of designation, the annual meeting will be held at the principal office of the Corporation. The annual meeting will be open to the public, and to the extent practicable, should be held in different locations around the world on a regular basis. 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 will be held on dates to be determined by the Board. To the extent practicable, regular meetings should be held in different locations around the world on a regular basis. In the absence of other designation, regular meetings will be held at the principal office of the Corporation.
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 will be made by the Secretary of the Corporation. In the absence of designation, special meetings will be held at the principal office of the Corporation.
Section 16. NOTICE OF MEETINGS
Notice of time and place of all meetings will be delivered personally or by telephone or by electronic mail to each Director, or sent by first-class mail (air mail for addresses outside the United States) or facsimile, charges prepaid, addressed to each Director at the Director's address as it is shown on the records of the Corporation. In case the notice is mailed, it will 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 will 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 16 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
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 conference telephone or similar communications equipment, provided that all Directors participating in such a meeting can speak to and hear one another. Participation in a meeting pursuant to this Section constitutes presence in person at such meeting. The Corporation shall be required to 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, except a written consent authorized by Section 19 of this Article. The Corporation 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 the Corporation. The Corporation 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 performing duties as Directors.
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 the Corporation 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.
Section 24. RULES OF PROCEDURE
Unless waived by a majority vote at a meeting, the rules of procedure at meetings of the Board and committees of the Board and Supporting Organizations shall be rules contained in "Roberts' Rules of Order on Parliamentary Procedure," newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the Board.
Section 1: DESCRIPTION
(a) There shall be advisory bodies known as Supporting Organizations.
The Supporting Organizations shall be those specified in Article VI, Section
1(b), as it may be amended from time to time according to Article XII.
(b) The Supporting Organizations shall be the following:
2. The Domain Name Supporting Organization ("DNSO"); and
3. The Protocol Supporting Organization ("PSO").
Section 2: RESPONSIBILITIES AND POWERS
(a) Each Supporting Organization shall select Directors to those
seats on the Board designated, pursuant to Section 4 of Article V, to be
filled by that Supporting Organization. The selection of Directors
by each Supporting Organization shall comply with all applicable geographic
diversity provisions of these Bylaws.
(b) The Supporting Organizations shall serve as advisory bodies
to the Board, with the primary responsibility for developing and recommending
substantive policies regarding those matters falling within their specific
responsibilities, as described in this Article VI (including VI-A, VI-B
(c) The Board shall refer proposals for substantive policies not
received from a Supporting Organization to the Supporting Organization,
if any, with primary responsibility for the area to which the proposal
relates for initial consideration and recommendation to the Board.
(d) Any recommendation forwarded to the Board by a Supporting
Organization shall be transmitted to all other Supporting Organizations
so that each Supporting Organization may comment to the Board regarding
the implications of such a recommendation on activities within their individual
scope of primary responsibility.
(e) Subject to the provisions of Article III, Section 3, the Board
shall accept the recommendations of a Supporting Organization if the Board
finds that the recommended policy (1) furthers the purposes of, and is
in the best interest of, the Corporation; (2) is consistent with the Articles
and Bylaws; (3) was arrived at through fair and open processes (including
participation by representatives of other Supporting Organizations if requested);
and (4) is not reasonably opposed by any other Supporting Organization.
No recommendation of a Supporting Organization shall be adopted unless
the votes in favor of adoption would be sufficient for adoption by the
Board without taking account of either the Directors selected by the Supporting
Organization or their votes.
(f) If the Board declines to accept any recommendation of a Supporting
Organization, it shall return the recommendation to the Supporting Organization
for further consideration, along with a statement of the reasons it declines
to accept the recommendation. If, after reasonable efforts, the Board
does not receive a recommendation from the Supporting Organization that
it finds meets the standards of Section 2(e) of this Article VI or, after
attempting to mediate any disputes or disagreements between Supporting
Organizations, receives conflicting recommendations from Supporting Organizations,
and the Board finds there is a justification for prompt action, the Board
may initiate, amend or modify and then approve a specific policy recommendation.
(g) Nothing in this Section 2 is intended to limit the powers
of the Board or the Corporation to act on matters not within the scope
of primary responsibility of a Supporting Organization or to take actions
that the Board finds are necessary or appropriate to further the purposes
of the Corporation.
Section 3: SUPPORTING ORGANIZATION FORMATION
(a) The initial Supporting Organizations contemplated by Section
1(b) of this Article VI shall be formed through community consensus, as
reflected in applications or similar proposals to create an initial Supporting
Organization. Provision for specific supporting organizations
shall be set forth in Articles added after this Article VI and before Article
VII by Bylaw amendments that shall, in the Board's judgment, (1) be consistent
with these Bylaws; (2) ensure that the full range of views of all interested
parties will be fairly and adequately reflected in the decisions of the
Supporting Organization; and (3) serve the purposes of the Corporation.
Upon the adoption of such Bylaw amendments, the Supporting Organization
shall be deemed to exist for purposes of these Bylaws. Once accepted
by the Board through the amendment of these Bylaws and the failure of the
Board to disapprove any subsequent decisions by the Supporting Organizations
or their constituent bodies, the procedures of the Supporting Organizations
shall prevail in the case of any inconsistency with any other provisions
of these Bylaws.
(b) The Board may amend the Bylaws to create additional Supporting Organizations if it determines, by a two-thirds (2/3) vote of all members of the Board, that it would serve the purposes of the Corporation. In the event of a staff recommendation that an additional Supporting Organization should be created, the Board will post the staff recommendation on the Web Site, including a detailed explanation of why such action is necessary or desirable, set a reasonable time for the receipt of public comments, and not make a final decision to seek the consensus development of such additional Supporting Organization until it has taken into account all such comments.
Section 1: DESCRIPTION
(a) The DNSO shall advise the Board with respect to policy issues
relating to the Domain Name System.
(b) The DNSO shall consist of (i) a Names Council ("NC"), consisting
of representatives of constituencies as described in Section 3 of this
Article VI-B ("Constituencies") elected by those Constituencies and (ii)
a General Assembly ("GA"), consisting of all interested individuals and
Section 2: THE NAMES COUNCIL
(a) The NC shall consist of three representatives from each Constituency
recognized by the Board pursuant to the criteria set forth in Section 3
of this Article.
(b) The NC is responsible for the management of the consensus
building process of the DNSO. It shall adopt such procedures and
policies as it sees fit to carry out that responsibility, including the
designation of such research or drafting committees, working groups and
other bodies of the GA as it determines are appropriate to carry out the
substantive work of the DNSO. Such bodies shall include at least
one representative nominated by each recognized Constituency, and shall
provide appropriate means, as determined by the NC, for input and such
participation as is practicable under the circumstances by other interested
parties. Any reports or recommendations presented to the NC by such
bodies shall be posted on a web site accessible by the public for public
review and comment; absent clear justification, which shall be publicly
stated at the time of any action, the NC shall not act on any report or
recommendation until a reasonable time for public comment has passed and
the NC has reviewed and evaluated all public comments received. The NC
is responsible for ensuring that all responsible views have been heard
and considered prior to a decision by the NC.
(c) Constituencies or GA participants may propose that the NC
consider domain name policies or recommendations. If the NC undertakes
consideration of a domain name topic, or if a Constituency so requests,
the NC shall designate one or more research or drafting committees, or
working groups of the GA, as appropriate to evaluate the topic, and shall
set a time frame for the report of such committee or working group.
Following the receipt of a report or recommendation from such a body, the
NC may accept the report or recommendation for submission to the Constituencies
for comment and consultation, or return the report or recommendation to
the body from which it originated for further work. After the report
or recommendation is submitted to the Constituencies and the comment period
for the Constituencies has expired, the NC shall evaluate the comments
to determine whether there is a basis for a consensus recommendation to
(d) If two-thirds (2/3) of the members of the NC determine that
the DNSO process has produced a community consensus, that consensus position
shall be forwarded to the Board as a consensus recommendation, along with
all materials or other information that could reasonably be relevant to
the Board's review of that determination, including (but not limited to)
the dissenting statement(s) of any member(s) of the NC. If more than
one-half (1/2) but less than two-thirds (2/3) of the members of the NC
determine that the DNSO process has produced a community consensus, that
position may be forwarded to the Board as a NC recommendation, along with
statements of majority and minority views, and any separate or dissenting
statement(s) of any member(s) of the NC. Any proposed recommendation
that is not supported by an affirmative vote of one-half (1/2) of the members
of the NC may be returned to the body from which it originated, or may
be assigned to a new body, for further work. In such a case,
the NC may report to the board the lack of a consensus and the steps, if
any, it plans to take from this point forward with respect to this particular
recommendation. The NC is responsible for ensuring that the Board
is informed of any significant implementation or operational concerns expressed
by any responsible party.
(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.
(f) The term of office for each member of the NC shall be two
(g) No more than one officer, director or employee of a corporation
or other organization (including its subsidiaries and affiliates) shall
serve on the NC at any given time. Service as a member of the NC
shall not disqualify a person from being selected by the DNSO as one of
the Directors of the Corporation it is entitled to select.
(h) Meetings of the NC may be held in person, via videoconference
or teleconference, at the discretion of the NC, so long as all members
of the NC participating can speak to and hear one another.
A majority of the total number of NC members then in office shall constitute
a quorum for the transaction of business, and the act of a majority of
the NC members present at any meeting at which there is a quorum shall
be the act of the NC, unless otherwise provided herein. Advance notice
of such meetings shall be posted on a web site that is available for public
access and, if reasonably practicable, at least 14 days in advance of the
meeting. Except where determined by a majority vote of members of the NC
present that a closed session is appropriate, meetings shall be open to
physical or electronic attendance by all interested persons. The
NC shall post minutes of its meetings to a web site that is available for
public access as soon as practicable following the meeting, and no later
than 21 days following the meeting.
(i) The NC shall elect the Chairman of the GA annually.
(j) The NC shall establish, subject to review and approval by
the Board, an appropriate mechanism for review of grievances and/or reconsideration.
(k) [Reserved for conflicts of interest policy, if necessary.]]
(l) Administrative and operational costs of the DNSO shall be funded
by DNSO participants in a manner to be determined by the NC, consistent
with Section 4(c) below.
Section 3: THE CONSTITUENCIES
(a) Each Constituency shall self-organize, and shall determine
its own criteria for participation, except that no individual or entity
shall be excluded from participation in a Constituency merely because of
participation in another Constituency, and constituencies shall operate
to the maximum extent feasible in an open and transparent manner and consistent
with procedures designed to ensure fairness. The Board shall recognize
a Constituency (including the initial Constituencies described in (b) below)
by a majority vote, whereby the Constituency shall be deemed to exist for
purposes of these Bylaws.
(b) The initial Consituencies shall consist of (in alphabetical
2. commercial and business entities;
3. gTLD registries;
4. ISP and connectivity providers;
5. non-commercial domain name holders;
6. registrars; and
7. trademark, other intellectual property and anti-counterfeiting
(d) Any group of individuals or entities may petition the Board for
recognition as a new or separate Constituency. Any such petition
will be posted for public comment pursuant to Article III, Section 3.
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 the Corporation. 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 will notify the names council and will consider any response to that
notification prior to taking action.
Section 4: THE GENERAL ASSEMBLY
(a) The GA shall be an open forum for participation in the work
of the DNSO, and open to all who are willing to contribute effort to the
work of the DNSO. The participants in the GA should be individuals
who have a knowledge of and an interest in issues pertaining to the areas
for which the DNSO has primary responsibility, and who are willing to contribute
time, effort and expertise to the work of the DNSO, including work item
proposal and development, discussion of work items, draft document preparation,
and participation in research and drafting committees and working groups.
(b) The GA shall meet at least once a year, if possible in conjunction
with regularly scheduled meetings of the Board. To the maximum extent
practicable, all meetings should be available for online attendance as
well as physical attendance.
(c) The costs of GA meetings shall be the responsibility of the
DNSO, which may levy an equitable, cost-based fee on GA attendees to recoup
those costs. There shall be no other fees required to participate
in the GA.
(d) The GA shall nominate, pursuant to procedures adopted by the NC and approved by the Board, persons to serve on the Board in those seats reserved for the DNSO.
Section 1. COMMITTEES GENERALLY
(a) The Board may establish one or more committees in addition to those set forth in Section 3 of this Article VII. Committees are of two kinds: those having legal authority to act for the Corporation, known as Committees of the Board, and those that do not have that authority, known as Advisory Committees. Except where otherwise stated in these Bylaws, committee members shall be appointed by the Board. 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 if a Director or Directors are the subject of the removal action, such Director or Directors 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. The Board may delegate to Committees of the Board all legal authority of the Board except with respect to:
(ii) The amendment or repeal of Bylaws or the Articles of Incorporation or the adoption of new Bylaws or Articles of Incorporation;
(iii) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;
(iv) The appointment of committees of the Board or the members thereof;
(v) The approval of any self-dealing transaction, as such transactions are defined in Section 5233(a) of the CNPBCL;
(vi) The approval of the annual budget required by Section 4 of Article XI; or
(vii) The compensation of any officer described in Sections 4 through 7 of Article VIII.
(b) The Board shall have the power to prescribe the manner in which proceedings of any committee 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 V 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 2. COMMITTEES OF 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. The Board may terminate any Committee of the Board.
Section 3. ADVISORY COMMITTEES
The Board may create one or more Advisory Committees in addition to those set forth in the next paragraph. Advisory Committee membership may consist of Directors only, Directors and nondirectors, or nondirectors only, and may also include nonvoting members and alternate members. Advisory Committees shall have no legal authority to act for the Corporation, but shall report their findings and recommendations to the Board.
There shall be at least the following Advisory Committees:
(a) There shall be a Governmental Advisory Committee. The initial chairman of the Governmental Advisory Committee shall be appointed by the Board and shall hold that position until the election of his or her successor; subsequent chairs shall be elected by the members of the Governmental Advisory Committee pursuant to procedures adopted by such members. Members of the Governmental Advisory Committee shall be representatives of national governments, multinational governmental organizations and treaty organizations, each of which may appoint one representative to the Committee. The Governmental Advisory Committee should consider and provide advice on the activities of the Corporation as they relate to concerns of governments, particularly matters where there may be an interaction between the Corporation's policies and various laws, and international agreements. The Board will notify the chairman of the Governmental Advisory Committee of any proposal for which it seeks comments under Article III, Section 3(b) and will consider any response to that notification prior to taking action.
(b) There shall be a DNS Root Server System Advisory Committee. 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. The responsibility of the Root Server System Advisory Committee shall be to advise the Board about the operation of the root name servers of the domain name system. The Root Server System Advisory Committee should 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 Root Server System Advisory Committee should examine and advise on the security aspects of the root name server system. Further, the Root Server System Advisory Committee should review the number, location, and distribution of root name servers considering the total system performance, robustness, and reliability.
(c) Until such time as the process for the election of At Large directors shall have been approved as contemplated by Section 9(c) of Article V, there shall be an Advisory Committee on Membership. The members of the Advisory Committee on Membership shall consist of certain Directors selected by the Board as well as other persons appointed by the Board. The chairman of the Advisory Committee on Membership shall be appointed by the Board and shall be a Director. The responsibility of the Advisory Committee on Membership shall be to advise the Board on the creation of the membership structure called for in Section 9(c) of Article V.
(d) Until such time as the Board adopts procedures for independent review as contemplated by Article III, Section 4, there shall be an Advisory Committee on Independent Review. The members of the Advisory Committee on Independent Review shall consist of certain Directors selected by the Board as well as other persons appointed by the Board. The chairman of the Advisory Committee on Independent Review shall be appointed by the Board and shall be a Director. The responsibility of the Advisory Committee on Independent Review shall be to advise the Board on the creation of the independent review process called for in Section 4 of Article III.
Section 4. TERM OF OFFICE
The chairman 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. QUORUM; MEETINGS
A majority of the members of the committee shall constitute a quorum at any meeting of that committee. Each committee shall meet as often as is necessary to perform its duties.
Section 6. VACANCIES
Vacancies on any committee shall be filled in the same manner as provided in the case of original appointments.
Section 7. 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.
Section 1. OFFICERS
The officers of the Corporation will be a President (who will serve as Chief Executive Officer), a Secretary, a Treasurer/Chief Financial Officer, and a Chief Technical Officer. The Corporation 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 the Corporation.
Section 2. ELECTION OF OFFICERS
The officers of the Corporation will be elected annually by the Board, pursuant to the recommendation of the President. 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 will be the Chief Executive Officer (CEO) of the Corporation in charge of all of its activities and business. All other officers and staff shall report to the President or his or her delegate. The President shall serve as a member of the Board, and shall be entitled to attend any meeting of any committee. The President shall report annually to the Board on the current state of the Corporation and plans for the future. The President will 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, will see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, and in general perform all duties as from time to time may be prescribed by the President or the Board.
Section 6. TREASURER/CHIEF FINANCIAL OFFICER
The Treasurer/Chief Financial Officer ("CFO") shall be the chief financial officer of the Corporation. 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 the Corporation and shall keep or cause to be kept, in books belonging to the Corporation, full and accurate amounts of all receipts and disbursements, and shall deposit all money and other valuable effects in the name of the Corporation in such depositories as may be designated for that purpose by the Board. The CFO shall disburse the funds of the Corporation 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 the Corporation. The CFO shall be responsible for the Corporation's financial planning and forecasting and shall assist the President in the preparation of the Corporation's annual budget. The CFO shall coordinate and oversee the Corporation's funding, including any audits or other reviews of the Corporation or its Supporting Organizations. The CFO shall be responsible for all other matters relating to the financial operation of the Corporation.
Section 7. CHIEF TECHNICAL OFFICER
The Chief Technical Officer shall advise the Board and the President on engineering and other technical issues related to the matters which they consider.
Section 8. 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 will be assigned to them by the President or the Board.
Section 9. COMPENSATION AND EXPENSES
The compensation of any Officer of the Corporation 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) or the Board.
The Corporation 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 the Corporation. For purposes of this Article, an "agent" of the Corporation includes any person who is or was a Director, Officer, employee or any other agent of the Corporation; or is or was serving at the request of the Corporation 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 the Corporation 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 this Corporation would have the power to indemnify the agent against that liability under the provisions of this Article.
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 the Corporation, 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 the Corporation or to render it liable for any debts or obligations.
Section 2. DEPOSITS
All funds of the Corporation not otherwise employed will be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board 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 the Corporation will be signed by such Officer or Officers, agent or agents, of the Corporation and in such a manner as shall from time to time be determined by resolution of the Board.
Section 4. LOANS
No loans will be made by or to this Corporation and no evidences of indebtedness will 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 will be made by the Corporation to its Directors or Officers.
Section 1. ACCOUNTING
The fiscal year end of the Corporation shall be determined by the Board.
Section 2. AUDIT
At the end of the fiscal year, the books of the Corporation will be closed and audited by certified public accountants. The appointment of the fiscal auditors will be the responsibility of the Board.
Section 3. ANNUAL REPORT AND ANNUAL STATEMENT
The Corporation 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 the Corporation's fiscal year.
Section 4. FISCAL CONTROLS
(a) Annual Budget. The President shall prepare and, at least three (3) months prior to the commencement of each fiscal year, submit to the Board, a proposed annual budget of the Corporation for the next fiscal year. 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 Web Site.
(b) Fees and Charges. The Board shall, subject to the procedures set forth in Article III, Section 3, set fees and charges for the services and benefits provided by the Corporation to the Supporting Organizations and others, with the goal of fully recovering the reasonable costs of the operation of the Corporation and establishing reasonable reserves for future expenses and contingencies reasonably related to the legitimate activities of the Corporation. Such fees and charges shall be fair and equitable, and once adopted shall be published on the Web Site in a sufficiently detailed manner so as to be readily accessible.
(c) Annual Report. 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 the Corporation to Directors (including reimbursements of expenses).
Except as otherwise provided in the Articles of Incorporation, the Articles of Incorporation or Bylaws of the Corporation may be altered, amended, or repealed and new Bylaws adopted only upon action by two-thirds (2/3) majority vote of all members of the Board.