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
TABLE OF CONTENTS
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 September 27, 1999
ARTICLE I: OFFICES AND SEAL
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.
ARTICLE II: MEMBERSHIP
[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
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:
(i) provide public notice on the Web Site explaining what policies
are being considered for adoption and why;
(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.
(c) After voting on any policy subject to Section 3(b) of this Article,
the Board will publish in the meeting minutes the reasons for any action
taken, the vote of each Director voting on the action, and the separate
statement of any Director desiring publication of such a statement.
(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
ARTICLE IV: POWERS
Section 1. GENERAL POWERS
(a) Except as otherwise provided in the Articles of Incorporation or
these Bylaws (including Section 2(b) of Article VI which sets forth
responsibilities of Supporting Organizations), the powers of the Corporation
will be exercised, its property controlled and its business and affairs
conducted by or under the direction of the Board. Unless otherwise provided
herein or by law, the Board, other than the Initial Board (as defined
in Article V, Section 1 of these Bylaws), may act by a majority vote
of Directors present at the meeting, subject to the quorum requirements
in Section 17 of Article V. Unless otherwise provided herein or by law,
the Initial Board may act by a vote of two-thirds of all members of
the Board. Any references herein to a vote of the Board shall mean the
vote of only those members present at the meeting unless otherwise provided
herein by reference to "all of the members of the Board."
(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
(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 seven days
after the notification is received by the Secretary.
Section 3. NUMBER OF DIRECTORS
AND ELECTION OF CHAIRMAN
(a) The authorized number of Directors shall be no less than nine (9)
and no more than nineteen (19).
(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:
(i) Three (3) Directors selected by the Address Supporting Organization,
as defined in Article VI;
(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
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 as an At Large Director on the Board
(other than the Initial Board) at all times and (2) no more than one-half
(1/2) of the total number of At Large Directors serving at any given time
shall be citizens of countries located in any one Geographic Region. The
selection of Directors by each Supporting Organization shall comply with
all applicable geographic diversity provisions of these Bylaws or of any
Memorandum of Understanding referred to in these Bylaws concerning the
Supporting Organization. As used herein, each of the following shall be
a "Geographic Region": Europe; Asia/Australia/Pacific; Latin
America/Caribbean islands; Africa; North America. The specific countries
included in each Geographic Region shall be determined by the Board, and
this Section shall be reviewed by the Board from time to time (but at
least every three years) to determine whether any change is appropriate,
taking account of the evolution of the Internet.
Section 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 beginning in the year 2000, each
Supporting Organization entitled to select a Director (other than an
Original Director selected by the Supporting Organization under Section
2 of this Article) shall (i) make its selection according to the procedures
specified by Article VI (including Articles VI-A, VI-B, and VI-C), and
(ii) give the Board and the Secretary of the Corporation at least 30
days written notice of that selection. The term of such a Director
shall commence on the October 1 after his or her selection.
(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,
1999 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
Section 18. ACTION BY TELEPHONE
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
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
(b) The Supporting Organizations shall be the following:
1. The Address Supporting Organization ("ASO");
2. The Domain Name Supporting Organization ("DNSO");
3. The Protocol Supporting Organization ("PSO").
Section 2: RESPONSIBILITIES
(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
(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
(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
(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 4. ELIGIBILITY
No person shall serve simultaneously as (i) a member of any Supporting
Organization Council or other body that is directly responsible for the
selection of Directors by that Supporting Organization and (ii) a Director.
If a member of any such Supporting Organization Council or such other
body accepts a nomination to be considered to serve on the Board, such
member shall not, following such nomination, participate in any discussion
of, or vote by, such Supporting Organization Council or other body relating
to the selection of Directors by such Council or other body. In the event
that a member of a Supporting Organization Council accepts a nomination
to be considered to serve on the Board, the constituency group or other
entity that selected the Council member may select a replacement member
for purposes of that election.
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 entities.
Section 2. THE NAMES
(a) The NC shall consist of representatives, selected in accordance
with Section 3(c) of this Article, from each Constituency recognized
by the Board pursuant to the criteria set forth in Section 3 of this
(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 the Board.
(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. At any given time, no more than one Director selected
by the NC shall be a citizen of a country located in any one Geographic
(f) Unless shortened by the Board in its recognition of a Constituency,
the term of office for each member of the NC shall be two years.
(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
(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.
(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
1. ccTLD registries;
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
(c) Each Constituency shall select up to three individuals to
represent that Constituency on the NC, no two of whom may be citizens
of the same Geographic Region, as defined in Article V, Section 6, except
that, with the consent of the Board, this latter requirement may be
suspended for the term of a particular individual upon a showing that
it is impracticable for the Constituency to obtain such geographic diversity.
Any such waiver shall be granted only upon a commitment by the constituency
to a substantive plan to diversify its membership, thereby minimizing
the likelihood of the need for future waivers from the Board. Notwithstanding
the foregoing, no Constituency may have more representatives on the
NC than there are members of the Constituency.
(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.
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. Description
(a) The PSO shall advise the Board with respect to policy issues relating
to the assignment of parameters for Internet protocols.
(b) The PSO shall be the entity established by a Memorandum of Understanding
between the Corporation and a group of open, international, Internet-related
standards development organizations ("SDOs").
(c) The PSO shall be considered to exist and to be recognized when
the Memorandum of Understanding has been signed by the President and
ratified by the Board
Section 2. Protocol Council
(a) The PSO shall have a Protocol Council, consisting of representatives
of the SDOs that are signatories to the Memorandum of Understanding. The
Protocol Council shall, at least annually, host a meeting (the "General
Assembly"), open to participation by all interested individuals.
(b) The Protocol Council shall select Directors to those seats on the
Board designated to be filled by the PSO.
ARTICLE VII: COMMITTEES
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:
(i) The filling of vacancies on the Board or on any committee;
(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.
(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 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
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.
ARTICLE VIII: OFFICERS
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 Article.
ARTICLE X: GENERAL PROVISIONS
Section 1. CONTRACTS
The Board may authorize any Officer or Officers, agent or agents, to
enter into any contract or execute or deliver any instrument in the name
of and on behalf of 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
ARTICLE XI: FISCAL MATTERS
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).
ARTICLE XII: AMENDMENTS
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.
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