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
BYLAWS FOR INTERNET CORPORATION
FOR ASSIGNED NAMES AND NUMBERS
A California Nonprofit
Public Benefit Corporation
As Revised May 27, 1999
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.]
ARTICLE III: TRANSPARENCY AND PROCEDURES
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.
ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS
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.
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
(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
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
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.
ARTICLE VI: SUPPORTING ORGANIZATIONS
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
ARTICLE VI-A: THE ADDRESS SUPPORTING ORGANIZATION
ARTICLE VI-B: THE DOMAIN NAME SUPPORTING
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.
ARTICLE VI-C: THE PROTOCOL SUPPORTING ORGANIZATION
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
(vii) The compensation of any officer described in Sections 4 through 7 of Article VIII.
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 electe by the members of the Governmental Advisory
Committee pursuant to procedures adopted by such members. Membership of
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,
or on invitation of the ICANN Board. Members 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.
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
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.
ARTICLE IX: INDEMNIFICATION OF DIRECTORS, OFFICERS
EMPLOYEES AND OTHER AGENTS
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
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
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.
Please send comments on this web site to: email@example.com
Page Updated 5-June-99