Revision to Bylaws: Alignment of Directors' Terms
At its third annual meeting held on 15 November 2001 in Marina del Rey,
California, USA, the ICANN Board informally expressed interest in revising
ICANN's bylaws to provide that the expiration (and therefore commencement)
of all Directors' terms coincide with the conclusion of ICANN's annual
meetings. The Board requested the General Counsel to prepare and post
for public comment proposed amendments to ICANN's bylaws that would accompish
this alignment of Directors' terms.
Background. The bylaws provide that the
terms of all ICANN At-Large Directors expire at the conclusion of annual
meetings, which have historically been held in November of each year.
II, Section 3 (conclusion of annual meeting in 2002) and Article
V, Section 1 (conclusion of annual meetings in 2000 and 2002). In
contrast, the bylaws provide that the terms of Directors selected by Supporting
Organizations expire on 30 September of each year. (The President also
serves as a Director, with a term lasting only so long as he or she holds
the office of President. See Article
V, Section 9(c)(1).)
Rationale for Alignment
of Terms. The proposed change to bring all Directors' (as well as
officers') terms into alignment assures that all new Directors are seated
at a general public meeting of the Corporation, immediately following
an opportunity at that meeting for them to become more informed about
matters before the Corporation through dialog with the community and through
formal new Director orientation regarding roles and responsibilities.
Currently, some new Directors are seated in October and may immediately
need to participate in Board meetings without the opportunity of being
fully informed about ICANN and current issues.
Synchronous seating of new Directors at an annual meeting is a customary,
although not legally required, practice of organizations. The different
times for seating different types of ICANN Directors arose by historical
happenstance, rather than any deliberate decision that there should be
different dates on which Directors' terms end.
Amendments to the Language of the Bylaws. To accomplish
the alignment, I recommend revisions to Article V, Sections 9(b) and 9(c).
These recommended revisions are shown below, with added words underlined
and in magenta and deleted words in striken
out and in red. Comments (not to become part of the bylaws)
are in gray type.
ARTICLE V: STRUCTURE OF
THE BOARD OF DIRECTORS
* * *
Section 9. SELECTION AND
* * *
(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
Supporting Organization shall give the Secretary of the Corporation
written notice of the selection within
notice of after
that selection. The
term of such a Director shall commence on the October 1 after the Secretary's
receipt of such written notice.
The completion of the Supporting Organizations' processes for selection
of Directors by 1 October of each year is retained to allow orientation
of newly selected Directors to begin before they assume their offices.
Reference to providing notice of the selection to "the Board
and the Secretary" has been simplified to require notice only
to the Secretary, inasmuch as the Secretary is the recipient of all
official notices to the Board in any event. The last sentence, relating
to the commencement date of the terms of Directors selected by Supporting
Organizations, has been deleted because its substance is covered by
the proposed new Article V, Section 9(c)(5) (see below) concerning
the expiration of terms of office of such Directors. Newly selected
Directors selected by Supporting Organizations will be seated upon
expiration of their predecessors' terms.
(c) The regular term of office
of a Director shall be three
(3) years, except as follows:
With the proposed re-alignment, all Directors' terms will end on various
dates determined by the timing of the annual meetings. Thus, the general
rule that the term as exactly three years no longer applies to any
type of Director. Instead, a new Section 9(c)(5) is proposed to be
added so that the term of each type of Director is specified without
reference to a general rule.
* * *
4. The staggered
terms of the Original Directors selected by any Supporting Organization
as provided by Section 2 of this Article
shall extend until the conclusion of the
second, third, and fourth Annual Meeting of the Corporation
one (1) year, two (2) years, and three (3) years, respectively,
after the Supporting Organization's notification
of their selections and designations is received by the Secretary
each term considered to have begun on October 1, 1999 regardless of
when those Original Directors actually take office.
The word "staggered" and the phrase "as provided
by Section 2 of this Article" are added to clarify the meaning.
The remaining changes specify that the terms of the Directors originally
selected by a Supporting Orgainzaiton (whether now existing or created
in the future) would expire at the conclusion of the second, third,
and fourth annual meetings after the Directors are seated. This
results in the staggered terms of these Original Directors being
(1) between one and two years, (2) between two and three years,
and (3) between three and four years.
term of a Director selected by any Supporting Organization to succeed
a Director previously selected by it (other than a Director selected
to fill a vacancy) shall expire at the conclusion of the third Annual
Meeting of the Corporation after the one at the conclusion of which
the term of the Director's precedessor expired.
Section 9(c)(5) is new. It provides that terms of Directors selected
by a Supporting Organization (after the first set of Directors it
selects) shall run until the third annual meeting after they are
seated. Note that the terms of Directors who are selected to fill
vacancies are governed by Article V, Section 12. Under that provision,
a Director selected to fill a vacancy serves for the unexpired term
of his or her predecessor in office.
* * *
Comment Requested. Public comment is requested on this proposed bylaw
amendment. Comments should be submitted no later than 31 January 2002
by e-mail or through the web-based forum, both of which may be accessed
by the links below.
the layout, construction and functionality of this site
should be sent to email@example.com.
The Internet Corporation for Assigned Names and Numbers.