Proposed Amendments to
ICANN Bylaws (Redline Version)
This document shows the proposed Bylaws
amendments in relation to the current Bylaws, with commentary on the
proposed changes. Text that would be deleted is shown in
BYLAWS FOR INTERNET CORPORATION
A California Nonprofit Public Benefit Corporation
TABLE OF CONTENTS
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.
Section 1. GENERAL
The Corporation shall not have members as defined in the CNPBCL (as defined herein), notwithstanding the use of the term "Member" in these bylaws. Instead, the Corporation shall allow individuals (described in these bylaws as "Members") to participate in the activities of the Corporation through the selection of an advisory body known as the At Large Council. Such individuals ("Members") will have the rights, and only the rights, set forth in these Bylaws, and shall not be members as defined in the CNPBCL.
Section 2. REGISTRATION OF INDIVIDUALS
The Corporation shall develop and maintain a registration system whereby individuals can register to participate in the selection of the At Large Council. An individual so registered in compliance with the terms of these Bylaws shall be, during the effectiveness of such registration, referred to as a Member. The Board shall establish (i) criteria for such registration, including, but not limited to, requiring registrations to be filed within certain dates, the payment of a fee or dues, if any (subject to Section 3(b) of Article III), the provision by the individual of a valid electronic mail and/or physical address and proof of citizenship and/or residency and (ii) expiration dates or times for such registration. If registration fees or dues are established, the Board may establish different fees or dues for different persons and may waive or reduce the fees or dues for specific persons or groups of persons for reasonable purposes.
Section 3. REGISTRATION LIST
The Corporation shall, pursuant to policies adopted by the Board and consistent with other policies of the Corporation, provide a method for Members to communicate with other Members in such ways and under such circumstances as the Board determines are appropriate and desirable.
Section 4. TERMINATION
A Member's registration shall terminate on the occurrence of any of the following:
(a) The request of the Member;
(b) Expiration of the registration, unless renewed in accordance with any renewal terms fixed by the Board;
(c) Failure to pay when due any applicable fees or dues;
(d) The provision of any false or misleading information in the registration;
(e) Failure to maintain compliance with any of the registration criteria;
(f) Use of the methods made available pursuant to Section 3 of this Article II for an improper purpose or for any purpose not approved by the Corporation;
(g) A finding by the At Large Council or the Board (or the designee of either of them), after notice (by electronic mail at the electronic mail address provided by the Member) and a reasonable opportunity for the Member to respond, that the Member has engaged in conduct prejudicial to the Corporation's purposes; and
(h) Such other reasons as may be determined by a two-thirds vote of the Board.
Section 5. TRANSFER
No Member may transfer (including by a proxy) his or her registration or permit another person, other than the Secretary or an Assistant Secretary of the Corporation, to exercise any rights with respect to the registration or the person's status as a Member, provided that a Member may, in writing or by electronic mail (subject to reasonable verification procedures), grant to the Secretary or an Assistant Secretary of the Corporation a right to exercise any voting rights associated with the registration or the person's status as a Member.
Section 6. INITIAL SELECTION OF THE AT LARGE COUNCIL
As soon as is reasonably practicable following the first date on which the Corporation has in existence not less than 5,000 Members, the Members shall select, pursuant to a process (which may include a quorum or participation requirement) established by a two-thirds vote of all the members of the Board, six individuals to serve on the At Large Council. One of the six individuals shall be selected by the Registrants who are resident in countries located in the Africa Geographic Region, one shall be selected by the Registrants who are residents in the Latin America/Caribbean islands Geographic Region and four shall be selected by the Registrants as a whole. Following this selection, the Board will examine the selection process and results to determine whether the process and results were reasonably fair and furthered the proper purposes of the Corporation. If, by a two-thirds vote of all the members of the Board, the process is determined to have been fair and effective, then (i) the individuals selected shall become members of the At Large Council and it shall be deemed to have come into existence, (ii) the At Large Council will select three persons to be At Large Directors of the Corporation to replace three Initial At Large Directors of the Corporation so designated by the Initial At Large Directors, and (iii) the Corporation shall, as soon as is reasonably practicable, permit the Members to select the remaining members of the At Large Council pursuant to the process used to elect the first six members of the At Large Council, with such modifications as may be approved by two-thirds of all the members of the Board, following which the full At Large Council shall select the remaining six At Large Directors. If two-thirds of all the members of the Board determine that the election process was not fair and effective, the election shall process shall be deemed void, and the Board shall promptly establish a new method to select the first six members of the At Large Council.
Section 7. THE AT LARGE COUNCIL SELECTION
The At Large Council shall consist of 18 Members, two each selected by the residents of each of the five Geographic Regions and eight selected by the Members as a whole; provided, however, that the two members of the At Large Council directly selected by the Members that are resident in any specified Geographic Region may not be citizens of the same country. The process used to select the members of the At Large Council shall be that used pursuant to Section 6 of this Article II to select the members of the At Large Council after the valid selection of the first six members of the At Large Council, except for such changes thereto as may be approved by a two-thirds vote of all members of the Board.
Section 8. SELECTION OF DIRECTORS BY THE AT LARGE COUNCIL
The At Large Council shall be responsible for selecting, from among those persons nominated by Members, its selection(s) for the At Large Directors to fill open At Large Director positions. The At Large Council shall, from time to time, establish reasonable procedures by which Members may make such nominations, including but not limited to a threshold showing of support that must be met to qualify for nomination. Such procedures shall be published on the Web Site. The first three At Large Directors selected shall each have a term ending on September 30, 2001. Of the next six selected, three (as designated by the At Large Council) shall have terms ending on September 30, 2002, and three (as designated by the At Large Council) shall have terms ending on September 30, 2003. Any selection of At Large Directors by the At Large Council must (i) satisfy the geographic diversity requirements of these Bylaws and (ii) have the affirmative support of at least one half of all the members of the At Large Council.
Section 9. PROVISIONS AFFECTING THE AT LARGE COUNCIL
(a) The term of office of each member of the At Large Council shall be three years, except that the term of the first six persons elected to the At Large Council shall expire on June 30, 2001 and, of the remaining twelve members, the terms of six (as designated by the Board prior to their election) shall expire on June 30, 2002, and the remaining six (as designated by the Board prior to their election) shall expire on June 30, 2003, no matter when they actually take office. No person shall serve as a member of the At Large Council for more than two consecutive terms.
(b) No more than one officer, director or employee of a corporation or other organization (including its subsidiaries and affiliates) shall serve on the At Large Council at any given time, and no person shall simultaneously serve on the At Large Council and the Council of any Supporting Organization.
(d) Meetings of the At Large Council may be held (i) in person or via teleconference, at the discretion of the At Large Council, so long as all members of the At Large Council participating can speak to and hear one another or (ii) via electronic video screen communication or other communication equipment; provided, that (a) all members of the At Large Council participating in such a meeting can speak to and hear one another, (b) all members of the At Large Council are provided the means of fully participating in all matters before the At Large Council and (c) the At Large Council adopts and implements means of verifying that (x) a person participating in such a meeting is a member of the At Large Council or other person entitled to participate in the meeting and (y) all actions of, or votes by, the At Large Council are taken or cast only by the members of the At Large Council and not persons who are not members of the At Large Council. A majority of the total number of At Large Council members then in office shall constitute a quorum for the transaction of business, and an act of the majority of the At Large Council members present at any meeting at which there is a quorum shall be the act of the At Large Council, 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 At Large Council present that a closed session is appropriate, meetings shall be open to physical or electronic attendance by all interested persons.
(e) The At Large Council shall elect the Chairman of the At Large Council annually.
(f) Beginning in 2000, the Chairman of the At Large Council or his or her designee shall hold an open public meeting in connection with each Annual Meeting of the Corporation's Board. The purposes of the meeting shall be to address the effectiveness of the methods used to select members of the At Large Council and the processes for the nomination of At Large Directors and to allow Members to discuss issues of importance to the Members. Any Member desiring to do so shall be permitted to attend such public meeting.
(g) The At Large Council shall establish a record date for determining the Members entitled to participate in the selection of members of the At Large Council, which record date shall be not less than 30, nor more than 75, days prior to the selection date and which shall be, in the absence of any establishment by the At Large Council, 30 days prior to the selection date.
(h) If at any time the number of Members falls below 5000, then the provisions of Section 8 of this Article II shall be suspended, and the At Large Council shall not have the power to elect Directors of the Corporation, until such time as the number of Members again reaches or exceeds 5000.
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.
Section 2. ACCESS TO INFORMATION
All minutes of meetings of the Board, the
At Large Council, Supporting Organizations (and any councils
thereof) and Committees shall be approved promptly by the originating
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 by the Board 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 bylaws.
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.
(b) The Corporation shall not act as a Domain Name System Registry or Registrar or Internet Protocol Address Registry in competition with entities affected by the policies of the Corporation. Nothing in this Section 1(b) is intended to prevent the Corporation from taking whatever steps are necessary to protect the operational stability of the Internet in the event of financial failure of a Registry or Registrar or other emergency.
(c) The Corporation shall not apply its standards, policies, procedures or practices inequitably or single out any particular party for disparate treatment unless justified by substantial and reasonable cause, such as the promotion of effective competition.
Section 1. INITIAL BOARD
The initial Board of Directors of the Corporation ("Initial Board")
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
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 annually elect a Chairman and a Vice-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,
(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
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
Section 9. ELECTION AND TERM
(a) At Large Directors (other than the Initial Directors) shall
(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
1. The term as Director of
the person holding the office of President
term of each At Large Director of the Initial Board
3. The term of At Large Directors selected to replace the At Large Director members of the Initial Board shall be as provided in Article II, Section 8; and
4. The terms of the
Original Directors selected by any Supporting Organization shall be
(d) Resources of the Corporation
will not be expended in support of any campaign of any
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. An At Large Director selected by the At Large Council may be recommended for removal by the At Large Council through procedures adopted by the At Large Council and ratified by the Board. Upon such recommendation for removal, the Board shall vote to remove such Director. If the Board, without a recommendation by the Supporting Organization or At Large Council, 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
Section 13. ANNUAL MEETING OF THE
Annual meetings of 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 OR BY OTHER COMMUNICATIONS EQUIPMENT
Members of the Board or any Committee of the Board may participate in a meeting of the Board or Committee of the Board through use of (i) conference telephone or similar communications equipment, provided that all Directors participating in such a meeting can speak to and hear one another or (ii) electronic video screen communication or other communication equipment; provided, that (a) all Directors participating in such a meeting can speak to and hear one another, (b) all Directors are provided the means of fully participating in all matters before the Board and (c) the Corporation adopts and implements means of verifying that (x) a person participating in such a meeting is a Director or other person entitled to participate in the meeting and (y) all actions of, or votes by, the Board are taken or cast only by the Directors and not persons who are not Directors. 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
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.
(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:
1. The Address Supporting Organization ("ASO");
2. The Domain Name Supporting Organization ("DNSO"); and
3. The Protocol Supporting Organization ("PSO").
(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 and VI-C).
(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.
(a) The initial Supporting Organizations contemplated by Section 1(b) of this Article VI shall be formed through community consensus, as reflected in applications or similar proposals to create an initial Supporting Organization. Provision for specific supporting organizations shall be set forth in Articles added after this Article VI and before Article VII by Bylaw amendments that shall, in the Board's judgment, (1) be consistent with these Bylaws; (2) ensure that the full range of views of all interested parties will be fairly and adequately reflected in the decisions of the Supporting Organization; and (3) serve the purposes of the Corporation. Upon the adoption of such Bylaw amendments, the Supporting Organization shall be deemed to exist for purposes of these Bylaws. Once accepted by the Board through the amendment of these Bylaws and the failure of the Board to disapprove any subsequent decisions by the Supporting Organizations or their constituent bodies, the procedures of the Supporting Organizations shall prevail in the case of any inconsistency with any other provisions of these Bylaws.
(b) The Board may amend the Bylaws to create additional Supporting Organizations if it determines, by a two-thirds (2/3) vote of all members of the Board, that it would serve the purposes of the Corporation. In the event of a staff recommendation that an additional Supporting Organization should be created, the Board will post the staff recommendation on the Web Site, including a detailed explanation of why such action is necessary or desirable, set a reasonable time for the receipt of public comments, and not make a final decision to seek the consensus development of such additional Supporting Organization until it has taken into account all such comments.
Section 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 or a member of any other Supporting
Organization Council. 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
Section 1. DESCRIPTION
(a) The ASO shall advise the Board with respect to policy issues relating to the operation, assignment and management of Internet addresses.
(b) The ASO shall be the entity established by a Memorandum of Understanding between the Corporation and a group of regional Internet registries ("RIRs").
(c) The ASO shall be considered to exist and to be recognized when the Memorandum of Understanding has been signed by the President pursuant to authorization of the Board.
Section 2. ADDRESS COUNCIL
(a) The ASO shall have a Address Council, consisting of representatives of the RIRs that are signatories to the Memorandum of Understanding. The Address Council shall, at least annually, host a meeting (the "General Assembly"), open to participation by all interested individuals.
(b) The Address Council shall select Directors to those seats on the Board designated to be filled by the ASO.
(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 COUNCIL
(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 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.
(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
(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.
(h) Meetings of the NC may be held (i)
(i) The NC shall elect the Chairman of the GA annually.
(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
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 interests.
(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.
(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.
(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.
(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.
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 XI; or
(vii) The compensation of any officer described in Sections
(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
(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.
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
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.
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 7. CHIEF TECHNICAL OFFICER
The Chief Technical Officer shall advise the Board and the President on engineering and other technical issues related to the matters which they consider.
Section 8. ADDITIONAL OFFICERS
In addition to the officers described above, any additional or assistant officers who are elected or appointed by the Board shall perform such duties as will be assigned to them by the President or the Board.
Section 9. COMPENSATION AND EXPENSES
The compensation of any Officer of the Corporation shall be approved by the Board. Expenses incurred in connection with performance of their officer duties may be reimbursed to Officers upon approval of the President (in the case of Officers other than the President) or the Board.
The Corporation shall, to maximum extent permitted by the CNPBCL, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the Corporation. For purposes of this Article, an "agent" of the Corporation includes any person who is or was a Director, Officer, employee or any other agent of the Corporation, including members of any Supporting Organization or At Large Council acting within the scope of his or her responsibility and on behalf of the best interests of the Corporation; or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise. The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not this Corporation would have the power to indemnify the agent against that liability under the provisions of this Article.
Section 1. CONTRACTS
The Board may authorize any Officer or Officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. In the absence of a contrary Board authorization, contracts and instruments may only be executed by the following Officers: President, any Vice President, or the CFO. Unless authorized or ratified by the Board, no other Officer, agent or employee shall have any power or authority to bind the Corporation or to render it liable for any debts or obligations.
Section 2. DEPOSITS
All funds of the Corporation not otherwise employed will be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select.
Section 3. CHECKS
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation will be signed by such Officer or Officers, agent or agents, of the Corporation and in such a manner as shall from time to time be determined by resolution of the Board.
Section 4. LOANS
No loans will be made by or to this Corporation and no evidences of indebtedness will be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances; provided, however, that no loans will be made by the Corporation to its Directors or Officers.
Section 1. ACCOUNTING
The fiscal year end of the Corporation shall be determined by the Board.
Section 2. AUDIT
At the end of the fiscal year, the books of the Corporation will be closed and audited by certified public accountants. The appointment of the fiscal auditors will be the responsibility of the Board.
Section 3. ANNUAL REPORT AND ANNUAL STATEMENT
The 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). 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 5. FEES AND CHARGES
Except as otherwise provided in the Articles of Incorporation or
these Bylaws, the Articles of Incorporation or Bylaws of
the Corporation may be altered, amended, or repealed and new Bylaws
adopted only upon action by a two-thirds
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