ICANN - Staff-recommended Bylaws changes


Proposed Bylaws Amendments Recommended by ICANN Staff

Deadline for Public Comment: September 27, 1999

(Posted September 16, 1999)

In anticipation of the election of ICANN Directors by the three Supporting Organizations (ASO, DNSO, PSO), the ICANN staff recommends that the Bylaws of the Corporation be amended as set forth below. These amendments respond to a number of requests and comments made to the ICANN staff by individuals involved in the Supporting Organization formation and organization processes.

Public Comments. The input of the Internet community is actively solicited. The deadline for comments is September 27, 1999.

There are five proposed amendments to the Bylaws presented below, by reproducing the existing Bylaws provisions together with the amended text. Bylaws text that would be deleted is marked with a strikethrough; text that would be added is marked in underlined bold.


Proposed Amendments to the ICANN Bylaws



As soon as feasible after formation of a Supporting Organization pursuant to Section 3(a) of Article VI, the Supporting Organization shall select three persons to be the Original Directors selected by that Supporting Organization and shall designate which of these persons shall serve each of the staggered terms for such Original Directors specified in Section 9(d) of this Article. The Supporting Organization shall notify the Board and Secretary of the Corporation in writing of the selections and designations. The selected persons shall take office fifteen seven days after the notification is received by the Secretary.

[Staff comment: This proposed change applies only to the first set of Director elections to be held by the Supporting Organizations. In light of the shortness of time between now and November 2, the staff recommends that the notification period be shortened to seven days to allow the Supporting Organizations as much time as possible to complete their election process.]



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, and (3) no more than one-half (1/2) of the total number of Directors, in the aggregate, serving at any given time pursuant to selection by the Supporting Organizations shall be citizens of countries located in any one Geographic Region. 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 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.

[Staff comment: This change is intended to provide necessary guidance to the Supporting Organizations with regard to geographic diversity. For reasons that have been explained elsewhere, the existing provision provides no guidance to each individual Supporting Organization as to what geographic diversity requirements apply to its election process. The proposed change makes clear that the geographic diversity baseline (i.e., the requirement that each geographic region must have at least one citizen on the ICANN Board) will be fulfilled through the At-Large positions, and that each SO must simply comply with the specific diversity requirement set forth in the particular Bylaw or Memorandum of Understanding that applies to it. In addition, the staff notes that the word "islands" should not be capitalized.]


Article V, Section 9. ELECTION AND TERM

(b) Prior to October 1 of each year beginning in the year 2000, each Supporting Organization entitled to select a Director (other than an Original Director section 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.

[Staff comment: This change takes account of the fact that the Supporting Organizations will not have held their first round of elections until 1999. In addition, the staff notes that the existing Bylaws contain a typographical error, stating "section" instead of "selected."]


Article VI, 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.

[Staff comment: This amendment states clearly what had been implicit in the Bylaws. First the amendment states that an SO Council members cannot serve simultaneously as a Director. Second, the amendment provides that an SO Council member cannot vote or otherwise participate in an election process in which that member is also a candidate. The proposed rule embodies a basic principle of electoral fairness. The proposal defines the point at which recusal is required to be the point at which the SO Council member accepts nomination to the Board.]


Article VI-B, Section 2:. THE NAMES COUNCIL

(e) The NC shall forward to the Board, from among those persons nominated by the GA, its selection(s) for the Director(s) to fill any open Board position(s) reserved for the DNSO. Any such selection(s) must have the affirmative votes of at least one-half (1/2) of all the members of the NC. At any given time, no more than one Director selected by the NC shall be a citizen of a country located in any one Geographic Region.

[Staff comment: The PSO geographic diversity requirement is already stated in its Memorandum of Understanding, as will the ASO's (upon completion of the MoU drafting process). Because the DNSO's geographic diversity requirement must be stated in the Bylaws, the staff recommends this amendment.]