COMPARISON OF BYLAWS PROPOSALS

FOR A NEW INTERNET CORPORATION

 

The following tables compare five bylaws proposals for a new Internet corporation.

• Internet Assigned Numbers Authority (IANA) - Iteration 5
• Internet Corporation of Assigned Names and Numbers (ICANN) - Adopted Bylaws
• Internet Corporation of Assigned Names and Numbers (ICANN) - Revised Bylaws
• Boston Working Group (BWG)
• Open Root Server Confederation (ORSC)

The IANA proposal, called the Internet Corporation for Assigned Numbers and Names (ICANN), was a revision (Iteration 5) of an earlier draft (Iteration 4) crafted by IANA and Network Solutions, Inc and published on September 17, 1998. Iteration 4 was the framework for the Boston Working Group proposal. The Open Root Server Confederation, in turn, used the BWG proposal as its baseline. On November 6, 1998, ICANN posted its Adopted Bylaws (Iteration 6). It incorporated some of the changes recommended by BWG and ORSC.

Revised ICANN Bylaws were announced on November 23, 1998. All bylaws proposals are compared below to Iteration 5. ICANN's Adopted Bylaws (Iteration 6) changes are noted in GREEN; changes in the revision are noted in PURPLE, with those from Iteration 6 carried over in GREEN. BWG additions are noted in BLUE, and ORSC additions are in RED. Strikethrough indicates deletions to the framework document (Iteration 5) by ICANN, BWG and/or ORSC.

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Prepared by Ellen Rony on October 12, 1998

Revised on November 11 and November 24, 1998

Much effort has been made to provide a thorough and accurate comparison. Please retain

this notice on all distribution of this page, and send corrections or comments to erony@marin.k12.ca.us

 

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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 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 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.	Clause 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.	Clause 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, County of New Castle, State of Delaware, 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 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 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.	Clause 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.	Clause 2. SEAL The Board may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

(This Article is reserved for use should the Corporation elect to have members in the future.)

(This Article is reserved for use should when the Corporation elect to have has members. in the future.)

(This Article is reserved for use should when the Corporation elect to have has members. in the future.)

(This Article Section is reserved for use should the Corporation elect to have members in the future.) to establish the membership objectives of Article 9 of the Articles of Incorporation.)

(This Article is reserved for use should the Corporation elect to have members in the future.) Clause 1. GENERAL (a) Members must join as members of one and only one group as defined in clause 2(a). Each member shall pay a fee of US $1,000 a year, except that members of the Non-commercial Users group shall pay a fee of US $100 a year. Members must be legally constituted bodies and satisfy other conditions set down for membership in a group. Individual users will pay $10 a year.   (b) If dues are not paid, voting rights are lost until next year, when both years fees are due. If at that time all accumulated fees are not paid, voting rights are suspended for an additional year.   (c) When the corporation is formed, any of the organizations listed in clause 2(a) will be eligible to become a member. Thereafter membership groups may agree upon their own conditions for membership, except that groups with less than three members must conform to the initial membership conditions set out in clause 2(a).   d) Membership groups may elect directors up to the number specified in clause 2(a), except that in no case may a group elect more directors than it has members.   (e) Members will vote for directors using Single Transferable Voting (more precisely using fractional STV, the form suitable for computer-based tallying of election results). The group will elect two more candidates than the number of Board seats allocated to the group. Candidates will be ranked in the order indicated by the STV voting. Any ties will be eliminated using a random method approved by the Chief Technical Officer of the new corporation or, should the CTO make no such determination, by the Board.   Clause 2. MEMBERSHIP GROUPS   (a) Enumeration of all groups   ADDRESS SPACE HOLDERS Board seats: 1 Conditions of membership: must have control of at least a /16 (256 Class Cs) of IPv4 address space, or be an association of Internet service providers with at least ten members having control of at least that much aggregate address space.   BRAND NAME HOLDERS Board seats: 1 Conditions of membership: must be a nationally or internationally recognized association of brand name holders or organizations recognized as having a critical role in International trade.   INFRASTRUCTURE - DNS Board seats: 4 Conditions of membership: must operate a registry for one or more TLDs, or be an association of such registries.   INFRASTRUCTURE - IP Board seats: 3 Conditions of membership: must be a regional IP address space registry (RIR).   NON-COMMERCIAL USERS Board seats: 2 Conditions of membership: must be an association of end users or an association of such associations.   USERS AT LARGE Board seats: 3 Conditions of membership: None

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 policies and procedures designed to provide information about, and enhance the ability of interested persons to provide input to, the Board and Supporting Organizations. Any such 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 policies and procedures may be adopted only after a process for receiving and evaluating comments and suggestions has been established by the Board, and after due consideration of any comments or suggestions received by the Board.	Section 1. GENERAL The Corporation and its subordinate entities shall operate to the maximum extent feasible in an open and transparent manner and consistent with procedures designed to ensure fairness. In addition to the specific procedures set forth in these Bylaws, the Initial Board shall investigate the development of additional transparency policies and transparency procedures designed to provide information about, and enhance the ability of interested persons to provide input to, the Board and Supporting Organizations. Any such additional transparency policies and procedures shall be widely publicized by the Board in draft form, both within the Supporting Organizations and on a publicly-accessible Internet World Wide Web site maintained by the Corporation (the "Web Site"). Any such additional transparency policies and procedures may be adopted only after a process for receiving and evaluating comments and suggestions has been established by the Board, and after due consideration of any comments or suggestions received by the Board.	Section 1. GENERAL The Corporation and its subordinate entities shall operate to the maximum extent feasible in an open and transparent manner and consistent with procedures designed to ensure fairness. In addition to the specific procedures set forth in these Bylaws, the Initial Board shall investigate the development of additional transparency policies and transparency procedures designed to provide information about, and enhance the ability of interested persons to provide input to, the Board and Supporting Organizations. Any such additional transparency policies and procedures shall be widely publicized by the Board in draft form, both within the Supporting Organizations and on a publicly-accessible Internet World Wide Web site maintained by the Corporation (the "Web Site"). Any such additional transparency policies and procedures may be adopted only after a process for receiving and evaluating comments and suggestions has been established by the Board, and after due consideration of any comments or suggestions received by the Board.	Clause 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 policies and procedures designed to provide information about, and enhance the ability of interested persons to provide input to, the Board and Supporting Organizations. Any such 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 policies and procedures may be adopted only after a process for receiving and evaluating comments and suggestions has been established by the Board, and after due consideration of any comments or suggestions received by the Board.	Clause 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 policies and procedures designed to provide information about, and enhance the ability of interested persons to provide input to, the Board and Supporting Organizations. Any such 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 policies and procedures may be adopted only after a process for receiving and evaluating comments and suggestions has been established by the Board, and after due consideration of any comments or suggestions received by the Board.
Section 2. ACCESS TO INFORMATION The Board shall publish, at least annually, a report describing its activities, including an audited financial statement and describing any payments made by the Corporation to Directors (other than reimbursements of expenses). All minutes of meetings of the Board, Supporting Organizations (and any councils thereof) and Committees shall be approved promptly and immediately following approval 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 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 2. ACCESS TO INFORMATION The Board shall publish, at least annually, a report describing its activities, including an audited financial statement and describing any payments made by the Corporation to Directors (other than reimbursements of expenses). All minutes of meetings of the Board, Supporting Organizations (and any councils thereof) and Committees shall be approved promptly by the originating body and immediately following approval, 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 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 2. ACCESS TO INFORMATION The Board shall publish, at least annually, a report describing its activities, including an audited financial statement and describing any payments made by the Corporation to Directors (other than reimbursements of expenses). All minutes of meetings of the Board, Supporting Organizations (and any councils thereof) and Committees shall be approved promptly by the originating body and immediately following approval, 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.	Clause 2. ACCESS TO INFORMATION The Board shall publish, at least annually, a report describing its activities, including an audited financial statement and describing any payments made by the Corporation to Directors (other than reimbursements of expenses). Minutes shall be approved and published no later than 30 days after voted upon by Directors. All minutes of meetings of the Board, Supporting Organizations (and any councils thereof) and Committees shall be approved promptly made publicly available immediately following approval by the Board on the Web Site and otherwise; Minutes shall be made available immediately following approval by the Board; 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 are not appropriate for public distribution shall not be included in the minutes made publicly available disclosed. 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.	Clause 2. ACCESS TO INFORMATION (a) The Board shall publish, at least annually, a report describing its activities and including an audited financial statement and describing any payments made by the Corporation to Directors (other than reimbursements of expenses). (b) Minutes shall be approved and published no later than 30 days after voted upon by Directors. (c) All minutes of meetings of the Board, Supporting Organizations (and any councils thereof) and Committees shall be approved promptly and immediately following approval shall be made publicly available immediately following approval by the Board on the Web Site and otherwise; Minutes shall be made available immediately following approval by the Board; 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 are not appropriate for public distribution shall not be included in the minutes made publicly available. (d) 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) Prior to adoption of any policies that substantially affect the operation of the Internet or third parties, 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) after a reasonable comment period, take action on the proposed policies, establishing an effective date, and publishing the reasons for the action taken. (c) As appropriate, the Board will facilitate the translation of final published documents into various appropriate languages.	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) Prior to adoption of any policies that substantially affect the operation of the Internet or third parties, 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) after a reasonable comment period, take action on the proposed policies, establishing an effective date, and publishing the reasons for the action taken. (c) As appropriate, the Board Corporation will facilitate the translation of final published documents into various appropriate languages.	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) Prior to adoption of any policies 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) after a reasonable comment period, take action on the proposed policies, establishing an effective date, and publishing the reasons for the action taken 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 Board Corporation will facilitate the translation of final published documents into various appropriate languages.	Clause 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) Prior to adoption of any policies that substantially affect the operation of the Internet or third parties, 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) after a reasonable comment period, take action on the proposed policies, establishing an effective date, and publishing the reasons for the action taken. (c) As appropriate, the Board will facilitate the translation of final published documents into various appropriate languages.	Clause 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) Prior to adoption of any policies that substantially affect the operation of the Internet or third parties, 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) after a reasonable comment period, take action on the proposed policies, establishing an effective date, and publishing the reasons for the action taken. (c) As appropriate, the Board will facilitate the translation of final published documents into various appropriate languages.
Section 4. BOARD RECONSIDERATION The Board shall adopt policies and procedures through which a party affected by an action of the Board can seek reconsideration of that action. These policies and procedures may include threshold standards or other requirements to protect against frivolous or non-substantive use of the reconsideration process. The Board may, in its sole discretion, provide for an independent review process by a neutral third party.	Section 4. BOARD RECONSIDERATION The Board shall adopt policies and procedures through which a party affected by an action of the Board Corporation can seek reconsideration of that action. These policies and procedures may include threshold standards or other requirements to protect against frivolous or non-substantive use of the reconsideration process. The Board may, in its sole discretion, provide for an independent review process by a neutral third party.	Section 4. BOARD RECONSIDERATION AND REVIEW The Board shall adopt policies and procedures through which a party (a) Any person affected by an action of the Board Corporation can seek may request review or reconsideration of that action by the Board. These 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. The Board may, in its sole discretion, provide for an independent review process by a neutral third party. (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.	Clause 4. BOARD RECONSIDERATION The Board shall adopt policies and procedures through which a party affected by an action of the Board Corporation can seek reconsideration of that action by the Board. These policies and procedures may include threshold standards or other requirements to protect against frivolous or non-substantive use of the reconsideration process. The Board may, in its sole discretion, provide for an independent review process by a neutral third party.	Clause 4. BOARD RECONSIDERATION (a) The Board shall adopt policies and procedures through which a party affected by an action of the Board Corporation, either directly or indirectly, can seek reconsideration of that action. A court of competent jurisdiction shall have the power to review claims of violation of these Bylaws and to order relief therefrom. (b) These policies and procedures may include threshold standards or other requirements to protect against frivolous or non-substantive use of the reconsideration process. The Board may, in its sole discretion, provide for an independent review process by a neutral third party. (c) Without limiting 4(a) and 4(b) above, the Board shall promulgate Fair Hearing Panels to ensure openness, accountability, and transparency in its dealings with both Membership, potential membership and other members of the Internet community. i. For each Supporting Organization, the fair hearing panel shall be comprised of members appointed by the relevant supporting organization subject to board oversight. ii.The Fair Hearing Panel shall be charged with collecting information from all interested parties, investigating where warranted, and presenting a report to the corresponding Supporting Organization and to the Board within a reasonable period of time. iii.For questions concerning applications to become a new supporting organization, the fair hearing panel shall consist of members from among the existing supporting organizations, with board oversight. request. (d) The Board shall accept the recommendations of a Fair Hearing Panel if the Board finds that the recommended action, policy or procedure: i.complies with the Articles and Bylaws, ii.was arrived at through fair and open processes (including permitting participation by representatives of other Supporting Organizations if requested), iii.is not opposed by any of the other Supporting Organizations, and iv.furthers the purposes of the Corporation. If the Board declines to accept any such recommendation of a Fair Hearing Panel, it shall return the recommendation to the Fair Hearing Panel for further consideration, along with an explanation of the reasons it declines to accept the recommendation. If, after reasonable efforts, the Board does not receive a recommendation from a Fair Hearing Panel that meets the foregoing standards or, after attempting to mediate any disputes or disagreements between Supporting Organizations, receives conflicting recommendations from Fair Hearing Panels, and the Board finds that there is a justification for prompt action, the Board may initiate, amend or modify and then approve a specific action, policy or procedure. Nothing in this Clause is intended to limit the general powers of the Board or the Corporation to act on matters not within the scope of a Fair Hearing Panel or that the Board finds are necessary or appropriate to further the purposes of the Corporation. (e) Users (and others) have open access to the councils through open Fair Hearing Panels process via email, WWW contributions, formal (face to face) hearings and will at all times operate under ex parte procedures.
			Clause 5. VOTING ON RECORD	Clause 5. VOTING ON RECORD
			Every matter before the board shall be decided using a roll-call in which the vote cast by each director shall be recorded in the minutes.	Every matter before the board shall be decided using a roll-call in which the vote cast by each director shall be recorded in the minutes.

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