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Section 1. POWERS (a) The Supporting Organizations shall serve as advisory bodies to the Board and shall have such powers and duties as may be prescribed by the Board and these Bylaws. The Board may add additional Supporting Organizations by a two-thirds (2/3) majority vote of all members of the Board and in such event shall, by such two-thirds (2/3) vote, reallocate the positions on the Board set forth in Section 4 of Article V. A Supporting Organization may not have obligations to any other entity inconsistent with its duties to the Corporation. (b) Each Supporting Organization shall be responsible for nominating Directors for election to those seats on the Board designated to be filled by each Supporting Organization. (c) The Supporting Organizations shall be delegated the primary responsibility for developing and recommending substantive policies and procedures regarding those matters within their individual scope (as defined by the Board in its recognition of each such Supporting Organization). Any such recommendation forwarded to the Board by a Supporting Organization shall be simultaneously 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. The Board shall accept the recommendations of a Supporting Organization if the Board finds that the recommended action, policy or procedure (1) complies with the Articles and Bylaws, (2) was arrived at through fair and open processes (including permitting participation by representatives of other Supporting Organizations if requested), (3) is not reasonably opposed by any of the other Supporting Organizations, and (4) furthers the purposes of the Corporation. If the Board declines to accept any such recommendation of a Supporting Organization, it shall return the recommendation to the Supporting Organization 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 Supporting Organization that meets the foregoing standards or, after attempting to mediate any disputes or disagreements between Supporting Organizations, receives conflicting recommendations from Supporting Organizations, 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 Section 1 is intended to limit the general powers of the Board or the Corporation to act on matters not within the scope of a Supporting Organization or that the Board finds are necessary or appropriate to further the purposes of the Corporation. |
Section 1. POWERS (a) The Supporting Organizations shall serve as advisory bodies to the Board and shall have such powers and duties as may be prescribed by the Board and these Bylaws. The Board may add additional Supporting Organizations by a two-thirds (2/3) majority vote of all members of the Board and in such event shall, by such two-thirds (2/3) vote, reallocate the positions on the Board set forth in Section 4 of Article V. A Supporting Organization may not have obligations to any other entity inconsistent with its duties to the Corporation. (b) Each Supporting Organization shall be responsible for nominating Directors for election to those seats on the Board designated to be filled by each Supporting Organization. (c) The Supporting Organizations shall be delegated the primary responsibility for developing and recommending substantive policies and procedures regarding those matters within their individual scope (as defined by the Board in its recognition of each such Supporting Organization). Any such recommendation forwarded to the Board by a Supporting Organization shall be simultaneously 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. The Board shall accept the recommendations of a Supporting Organization if the Board finds that the recommended action, policy or procedure (1) complies with the Articles and Bylaws, (2) was arrived at through fair and open processes (including permitting participation by representatives of other Supporting Organizations if requested), (3) is not reasonably opposed by any of the other Supporting Organizations, and (4) furthers the purposes of, and is in the best interest of, the Corporation. If the Board declines to accept any such recommendation of a Supporting Organization, it shall return the recommendation to the Supporting Organization 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 Supporting Organization that meets the foregoing standards or, after attempting to mediate any disputes or disagreements between Supporting Organizations, receives conflicting recommendations from Supporting Organizations, 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 Section 1 is intended to limit the general powers of the Board or the Corporation to act on matters not within the scope of a Supporting Organization or that the Board finds are necessary or appropriate to further the purposes of the Corporation. |
Section 1. POWERS (a) The Supporting Organizations shall serve as advisory bodies to the Board and shall have such powers and duties as may be prescribed by the Board and these Bylaws. The Board may add additional Supporting Organizations by atwo-thirds (2/3) majority vote of all members of the Board and in such event shall, by such two-thirds (2/3) vote,reallocate the positions on the Board set forth in Section 4 of Article V. A Supporting Organization may not have obligations to any other entity inconsistent with its duties to the Corporation. (b) Each Supporting Organization shall be responsible for nominating Directors for election to those seats on the Board designated to be filled by each Supporting Organization. (c) The Supporting Organizations shall be delegated the
primary responsibility for developing and recommending
substantive policies and procedures regarding those matters
within their individual scope (as defined by the Board in
its recognition of each such Supporting Organization).
(d) The Board shall refer proposals for policies and procedures not received from a Supporting Organization to the Supporting Organization(s) with primary responsibility over the matter to which the proposal relates for initial consideration and recommendation to the Board. (e) Any recommendation forwarded to the Board by a Supporting Organization shall be simultaneously 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. (f) 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 action, policy or procedure (1) furthers the purposes of, and is in the best interest of, the Corporation, (2) complies with the Articles and Bylaws, (3) was arrived at through fair and open processes (including permitting participation by representatives of other Supporting Organizations if requested), and (4) is not reasonably opposed by any of the other Supporting Organizations. 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 nominated for election by that Supporting Organization or their votes. (g) If the Board declines to accept any such recommendation of a Supporting Organization, it shall return the recommendation to the Supporting Organization 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 Supporting Organization that meets the foregoing standards or, after attempting to mediate any disputes or disagreements between Supporting Organizations, receives conflicting recommendations from Supporting Organizations, 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. (h) Nothing in this Section 1 is intended to limit the general powers of the Board or the Corporation to act on matters not within the scope of a Supporting Organization or that the Board finds are necessary or appropriate to further the purposes of the Corporation. |
Clause 1. POWERS (a) The Supporting Organizations shall serve as advisory
bodies to the Board and shall have such powers and duties as
may be prescribed by the Board and these Bylaws. The Board
may add additional Supporting Organizations by a two-thirds
(2/3) majority vote of all members of the Board and in such
event shall, by such two-thirds (2/3) vote, reallocate the
positions on the Board set forth in
(c) The Supporting Organizations shall be delegated the
primary responsibility for developing and recommending
(1) complies with the Articles and Bylaws, (2) was arrived at through fair and open processes (including permitting participation by representatives of other Supporting Organizations if requested), (3) is not (4) furthers the purposes of the Corporation. If the
Board declines to accept any such recommendation of a
Supporting Organization, it shall return the recommendation
to the Supporting Organization 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 Supporting
Organization that meets the foregoing standards or, after
attempting to mediate any disputes or disagreements between
Supporting Organizations, receives conflicting
recommendations from Supporting Organizations, 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
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Clause 1. POWERS (a) The Supporting Organizations shall serve as advisory
bodies to the Board and shall have such powers and duties as
may be prescribed by the Board and these Bylaws. The Board
may add additional Supporting Organizations by a two-thirds
(2/3) majority vote of all members of the Board and in such
event shall, by such two-thirds (2/3) vote, reallocate the
positions on the Board set forth in
(b) 1.complies with the Articles and Bylaws, 2.was arrived at through fair and open processes (including permitting participation by representatives of other Supporting Organizations if requested), 3.is not 4.furthers the purposes of the Corporation. If the Board
declines to accept any such recommendation of a Supporting
Organization, it shall return the recommendation to the
Supporting Organization 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 Supporting Organization
that meets the foregoing standards or, after attempting to
mediate any disputes or disagreements between Supporting
Organizations, receives conflicting recommendations from
Supporting Organizations, 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 (c) All of the Supporting Organizations which have fee-payment responsibilities to the Corporation shall meet, no later than six weeks prior to the end of the current fiscal year, as a Committee of the Whole to vote, yea or nay, as submitted or as amended, on the annual budget and services plan for the Corporation's following fiscal year. A majority vote is required to approve the annual budget and the service plan, and a 2/3 majority vote is required to approve any long-term borrowing requests orlong-term bond refunding requests by the Corporation. The Supporting Organizations may choose to assign weights to votes, based on the proportion of fees paid by each voting member, or on some other fair and reasonable method. (d)The Supporting Organizations may decide what structure or committees or staffing to establish in order best to enable an appropriate review process, perform any required analysis and take action on the budget, including developing an equitable voting mechanism for such action. The Committee of the Whole shall, prior to the beginning of the following fiscal year, either approve the budget and service plan as submitted, make reasonable reductions in the budget and service plan accompanied by a reasonable explanation of any reductions, or return the budget without action to the Chief Financial Officer, which he may subsequently re-submit to the Committee of the Whole after making any modifications which may be suggested by the Supporting Organizations. The Supporting Organizations' Committee of the Whole may not make any such reductions in the budget request that will result in the loss or substantial disruption of any ongoing Internet service currently provided by the Corporation at its inception, excepting in those cases where both the Supporting Organizations and the Board have agreed to terminate such services. The Supporting Organizations' Committee of the Whole may not reduce any annual budget request by the Corporation to an overall amount that is lower than the amount expended during the previous fiscal year. For the purposes of establishing a starting point for the previous year's maintenance of effort spending level, the amount spent in support of the US Government's contract(s) with the University of Southern California's Information Sciences Institute for the final year of services by IANA under that contract(s) shall constitute the expenditure level for the first "previous fiscal year". (e) The Supporting Organizations shall have all the same rights and obligations of inspection of the Corporation's books, records, and documents of every kind, as is granted to the Board of Directors in Article V, Clause 21 of the bylaws. |
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Section 2. QUALIFICATION FOR MEMBERSHIP IN A SUPPORTING ORGANIZATION The Board shall review and, if consistent with the purposes of the Corporation and its Articles and Bylaws and the purposes of the Supporting Organization, ratify any qualifications for membership adopted by each of the Supporting Organizations. Participation in a Supporting Organization shall be open to any individual or organization that meets the minimum qualifications adopted by the Supporting Organization and ratified by the Board. Each Supporting Organization may adopt membership structures, including open or multiple classes or categories of members, that it deems appropriate for its effective functioning, consistent with the foregoing. |
Section 2. QUALIFICATION FOR MEMBERSHIP IN A SUPPORTING ORGANIZATION The Board shall review and, if consistent with the purposes of the Corporation and its Articles and Bylaws and the purposes of the Supporting Organization, ratify any qualifications for membership adopted by each of the Supporting Organizations. Participation in a Supporting Organization shall be open to any individual or organization that meets the minimum qualifications adopted by the Supporting Organization and ratified by the Board. Each Supporting Organization may adopt membership structures, including open or multiple classes or categories of members, that it deems appropriate for its effective functioning, consistent with the foregoing. |
Section 2. QUALIFICATION FOR MEMBERSHIP IN A SUPPORTING ORGANIZATION The Board shall review and, if consistent with the purposes of the Corporation and its Articles and Bylaws and the purposes of the Supporting Organization, ratify any qualifications for membership adopted by each of the Supporting Organizations. Participation in a Supporting Organization shall be open to any individual or organization that meets the minimum qualifications adopted by the Supporting Organization and ratified by the Board. Each Supporting Organization may adopt membership structures, including open or multiple classes or categories of members, that it deems appropriate for its effective functioning, consistent with the foregoing. |
Clause 2. QUALIFICATION FOR MEMBERSHIP IN A SUPPORTING ORGANIZATION The Board shall review and, if consistent with the
purposes of the Corporation and its Articles and Bylaws and
the purposes of the Supporting Organization, ratify any
qualifications for membership adopted by each of the
Supporting Organizations. |
Clause 2. QUALIFICATION FOR MEMBERSHIP IN A SUPPORTING ORGANIZATION The Board shall review and, to the
extent consistent with the purposes of the Corporation and
its Articles and Bylaws and the purposes of the Supporting
Organization, ratify any qualifications for membership
adopted by each of the Supporting Organizations.
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Section 3. DESCRIPTION AND QUALIFICATIONS (a) There shall at least be the following Supporting Organizations: (i) The Address Supporting Organization shall be composed of representatives from regional Internet address registries and others with legitimate interests in these issues, as determined by the Address Supporting Organization consistent with Section 2 of this Article and approved by the Board. The Address Supporting Organization shall create an Address Council to make recommendations to the Board regarding the operation, assignment and management of Internet addresses and other related subjects; (ii) The Domain Name Supporting Organization shall be composed of representatives from name registries and registrars of top-level domains ("TLDs"), businesses and any other entities that are users of the Internet and others with legitimate interests in these issues, as determined by the Domain Name Supporting Organization consistent with Section 2 of this Article and approved by the Board. The Domain Name Supporting Organization shall create a Names Council to make recommendations regarding TLDs, including operation, assignment and management of the domain name system and other related subjects; and (iii) The Protocol Supporting Organization shall be composed of representatives from Internet protocol organizations and others with legitimate interests in these issues, as determined by the Protocol Supporting Organization consistent with Section 2 of this Article and approved by the Board. The Protocol Supporting Organization shall create a Protocol Council to make recommendations regarding the operation, assignment and management of protocol parameters, such as port numbers, enterprise numbers, other technical parameters and related subjects. (b) The Board shall review an application for recognition as one of the Supporting Organizations referred to in Section 3(a) of this Article VI, and, after requesting and considering comments from parties interested in matters within the scope of the proposed Supporting Organization, shall approve such application if the Board finds that it has been organized in accordance with these Bylaws, that it will fairly and adequately reflect the full range of views of all interested parties, and that its recognition would be in the best interest, and serve the purposes, of the Corporation. The application shall include, but not be limited to, a description of the following in form and substance acceptable to the Board (and a commitment to implement the matters described in the application): (i) membership or participation criteria, (ii) methods for developing substantive Internet policies to be recommended to the Board and selecting Board nominees, (iii) open, transparent, fair and non-discriminatory processes (including procedures for public attendance at appropriate meetings of the Supporting Organization and for the participation of interested persons who may not be members of the Supporting Organization in advisory committees of the Supporting Organization), (iv) policies to ensure international and diverse participation, (v) policies for disclosure to the Corporation by members of or participants in a Supporting Organization council of conflicts of interest or other financial interests in matters within the scope of the Supporting Organization (such conflicts or interests, however, not necessarily requiring abstention from action), and (vi) methods for funding the Supporting Organization and providing funding for the Corporation (consistent with Article IV, Section 2 of these Bylaws). If more than one application to be a particular Supporting Organization is received by the Board, it shall encourage, to the extent possible and reasonable, such competing applicants to resolve any differences, and shall not approve any application that does not meet the criteria set forth in this Section 3. |
Section 3. DESCRIPTION AND QUALIFICATIONS (a) There shall at least be the following Supporting Organizations: (i) The Address Supporting Organization shall be composed of representatives from regional Internet address registries and others with legitimate interests in these issues, as determined by the Address Supporting Organization consistent with Section 2 of this Article and approved by the Board. The Address Supporting Organization shall create an Address Council to make recommendations to the Board regarding the operation, assignment and management of Internet addresses and other related subjects; (ii) The Domain Name Supporting Organization shall be composed of representatives from name registries and registrars of top-level domains ("TLDs"), businesses and any other entities that are users of the Internet and others with legitimate interests in these issues, as determined by the Domain Name Supporting Organization consistent with Section 2 of this Article and approved by the Board. The Domain Name Supporting Organization shall create a Names Council to make recommendations regarding TLDs, including operation, assignment and management of the domain name system and other related subjects; and (iii) The Protocol Supporting Organization shall be composed of representatives from Internet protocol organizations and others with legitimate interests in these issues, as determined by the Protocol Supporting Organization consistent with Section 2 of this Article and approved by the Board. The Protocol Supporting Organization shall create a Protocol Council to make recommendations regarding the operation, assignment and management of protocol parameters, such as port numbers, enterprise numbers, other technical parameters and related subjects. (b) The Board shall review an application for recognition
as one of the Supporting Organizations referred to in
Section 3(a) of this Article VI, and, after requesting and
considering comments from parties interested in matters
within the scope of the proposed Supporting Organization,
shall approve such application if the Board finds that it
has been organized in accordance with these Bylaws, that it
will fairly and adequately reflect the full range of views
of all interested parties, and that its recognition would be
in the best interest, and serve the purposes, of the
Corporation. The application shall include, but not be
limited to, a description of the following in form and
substance acceptable to the Board (and a commitment to
implement the matters described in the application): (i)
membership or participation criteria, (ii) methods for
developing substantive Internet policies to be recommended
to the Board and selecting Board nominees, (iii) open,
transparent, fair and non-discriminatory processes
(including procedures for public attendance at appropriate
meetings of the Supporting Organization and for the
participation of interested persons who may not be members
of the Supporting Organization in advisory committees of the
Supporting Organization), (iv) policies to ensure
international and diverse participation, (v) policies for
disclosure to the Corporation by members of or participants
in a Supporting Organization council of conflicts of
interest or other financial interests in matters within the
scope of the Supporting Organization (such conflicts or
interests, however, not necessarily requiring abstention
from action), and (vi) methods for funding the Supporting
Organization and providing funding for the Corporation
(consistent with Article |
Section 3. DESCRIPTION AND QUALIFICATIONS (a) There shall at least be the following Supporting Organizations: (i) The Address Supporting Organization shall be composed of representatives from regional Internet address registries and others with legitimate interests in these issues, as determined by the Address Supporting Organization consistent with Section 2 of this Article and approved by the Board. The Address Supporting Organization shall create an Address Council to make recommendations to the Board regarding the operation, assignment and management of Internet addresses and other related subjects; (ii) The Domain Name Supporting Organization shall be composed of representatives from name registries and registrars of top-level domains ("TLDs"), businesses and any other entities that are users of the Internet and others with legitimate interests in these issues, as determined by the Domain Name Supporting Organization consistent with Section 2 of this Article and approved by the Board. The Domain Name Supporting Organization shall create a Names Council to make recommendations regarding TLDs, including operation, assignment and management of the domain name system and other related subjects; and (iii) The Protocol Supporting Organization shall be composed of representatives from Internet protocol organizations and others with legitimate interests in these issues, as determined by the Protocol Supporting Organization consistent with Section 2 of this Article and approved by the Board. The Protocol Supporting Organization shall create a Protocol Council to make recommendations regarding the operation, assignment and management of protocol parameters, such as port numbers, enterprise numbers, other technical parameters and related subjects. (b) The Board shall review an application for recognition
as one of the Supporting Organizations referred to in
Section 3(a) of this Article VI, and, after requesting and
considering comments from parties interested in matters
within the scope of the proposed Supporting Organization,
shall approve such application if the Board finds that it
has been organized in accordance with these Bylaws, that it
will fairly and adequately reflect the full range of views
of all interested parties, and that its recognition would be
in the best interest, and serve the purposes, of the
Corporation. The application shall include, but not be
limited to, a description of the following in form and
substance acceptable to the Board (and a commitment to
implement the matters described in the application): (i)
membership or participation criteria, (ii) methods for
developing substantive Internet policies to be recommended
to the Board and selecting Board nominees, (iii) open,
transparent, fair and non-discriminatory processes
(including procedures for public attendance at appropriate
meetings of the Supporting Organization and for the
participation of interested persons who may not be members
of the Supporting Organization in advisory committees of the
Supporting Organization), (iv) policies to ensure
international and diverse participation, (v) policies for
disclosure to the Corporation by members of or participants
in a Supporting Organization council of conflicts of
interest or other financial interests in matters within the
scope of the Supporting Organization (such conflicts or
interests, however, not necessarily requiring abstention
from action), and (vi) methods for funding the Supporting
Organization and providing funding for the Corporation
(consistent with Article |
Clause 3. DESCRIPTION AND QUALIFICATIONS (a) There shall at least be the following Supporting Organizations: (i) The Address Supporting Organization shall be composed
of representatives from regional Internet address registries
and (ii) The Domain Name Supporting Organization shall be
composed of representatives from name registries and
registrars of top-level domains ("TLDs"), businesses and any
(iii) The Protocol Supporting Organization shall be
composed of representatives from Internet protocol
organizations and (b) The Board shall review an application
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Clause 3. DESCRIPTION AND QUALIFICATIONS (a) There shall at least be the following Supporting Organizations: i.The Address Supporting Organization shall be composed
of representatives from regional Internet address registries
and ii.The Domain Name Supporting Organization shall be
composed of representatives from name registries and
registrars of top-level domains ("TLDs"), businesses and
any iii.The Protocol Supporting Organization shall be
composed of representatives from Internet protocol
organizations and (b) The Board shall review the application |
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Section 1. COMMITTEES GENERALLY (a) The Board may establish one or more committees. 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; or (v) The approval of any self-dealing transaction, as such transactions are defined in Section 5233(a) of the CNPBCL. (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 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 4 through 7 of Article VIII. (b) The Board shall have the power to prescribe the manner in which proceedings of any committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless these Bylaws, the Board or such committee shall otherwise provide, the regular and special meetings shall be governed by the provisions of Article V applicable to meetings and actions of the Board. Each committee shall keep regular minutes of its proceedings and shall report the same to the Board from time to time, as the Board may require. |
Section 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 theBoard, 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 acommittee at any time by a two-thirds (2/3) majority vote of all members of the Board; provided, however, that if aDirector 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 4 through 7 of Article VIII. (b) The Board shall have the power to prescribe the manner in which proceedings of any committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless these Bylaws, the Board or such committee shall otherwise provide, the regular and special meetings shall be governed by the provisions of Article V applicable to meetings and actions of the Board. Each committee shall keep regular minutes of its proceedings and shall report the same to the Board from time to time, as the Board may require. |
Clause 1. COMMITTEES GENERALLY (a) The Board may establish one or more committees. 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; or (v) The approval of any self-dealing transaction, as such transactions are defined in Section 5233(a) of the CNPBCL. (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. |
Clause 1. COMMITTEES GENERALLY (a) The Board may establish one or more committees. 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; or
(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. |
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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 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 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 |
Clause 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. |
Clause 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 |
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Section 3. ADVISORY COMMITTEES The Board may appoint one or more Advisory Committees. 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 chair 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 elected by the members of the Governmental Advisory Committee pursuant to procedures adopted by such members. Members of the Governmental Advisory Committee shall be representatives of national governments, multinational governmental organizations and treaty organizations, each of which may appoint one representative to the Committee. The Governmental Advisory Committee should consider and provide advice on the activities of the Corporation as they relate to concerns of governments, particularly matters where there may be an interaction between the Corporation's policies and various laws, and international agreements. The Board will notify the chair of the Governmental Advisory Committee of any proposal for which it seeks comments under Article III, Section 3(b) and will consider any response to that notification prior to taking action. (b) There shall be a DNS Root Server System Advisory Committee. The initial chair 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 3. ADVISORY COMMITTEES The Board may 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 elected by the members of the Governmental Advisory Committee pursuant to procedures adopted by such members. Members of the Governmental Advisory Committee shall be representatives of national governments,multinational governmental organizations and treaty organizations, each of which may appoint one representative to the Committee. The Governmental Advisory Committee should consider and provide advice on the activities of the Corporation as they relate to concerns of governments, particularly matters where there may be an interaction between the Corporation's policies and various laws, and international agreements. The Board will notify the chairman of the Governmental Advisory Committee of any proposal for which it seeks comments under Article III, Section 3(b) and will consider any response to that notification prior to taking action. (b) There shall be a DNS Root Server System Advisory Committee. The initial chairman of the DNS Root Server System Advisory Committee shall be appointed by the Board; subsequent chairs shall be elected by the members of the DNS Root Server System Advisory Committee pursuant to procedures adopted by the members. The responsibility of the Root Server System Advisory Committee shall be to advise the Board about the operation of the root name servers of the domain name system. The Root Server System Advisory Committee should consider and provide advice on the operational requirements of root name servers, including host hardware capacities, operating systems and name server software versions, network connectivity and physical environment. The Root Server System Advisory Committee should examine and advise on the security aspects of the root name server system. Further, the Root Server System Advisory Committee should review the number, location, and distribution of root name servers considering the total system performance, robustness, and reliability. (c) Until such time as the process for the election of At Large directors shall have been approved as contemplated by Section 9(c) of Article V, there shall be an Advisory Committee on Membership. The members of the Advisory Committee on Membership shall consist of certain Directors selected by the Board as well as other persons appointed by the Board. The chairman of the Advisory Committee on Membership shall be appointed by the Board and shall be a Director. The responsibility of the Advisory Committee on Membership shall be to advise the Board on the creation of the membership structure called for in Section 9(c) of Article V. |
Section 3. ADVISORY COMMITTEES The Board may 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 elected by the members of the Governmental Advisory Committee pursuant to procedures adopted by such members. Members of the Governmental Advisory Committee shall be representatives of national governments, multinational governmental organizations and treaty organizations, each of which may appoint one representative to the Committee. The Governmental Advisory Committee should consider and provide advice on the activities of the Corporation as they relate to concerns of governments, particularly matters where there may be an interaction between the Corporation's policies and various laws, and international agreements. The Board will notify the chairman of the Governmental Advisory Committee of any proposal for which it seeks comments under Article III, Section 3(b) and will consider any response to that notification prior to taking action. (b) There shall be a DNS Root Server System Advisory Committee. The initial chairman of the DNS Root Server System Advisory Committee shall be appointed by the Board; subsequent chairs shall be elected by the members of the DNS Root Server System Advisory Committee pursuant to procedures adopted by the members. The responsibility of the Root Server System Advisory Committee shall be to advise the Board about the operation of the root name servers of the domain name system. The Root Server System Advisory Committee should consider and provide advice on the operational requirements of root name servers, including host hardware capacities, operating systems and name server software versions, network connectivity and physical environment. The Root Server System Advisory Committee should examine and advise on the security aspects of the root name server system. Further, the Root Server System Advisory Committee should review the number, location, and distribution of root name servers considering the total system performance, robustness, and reliability. (c) Until such time as the process for the election of At Large directors shall have been approved as contemplated by Section 9(c) of Article V, there shall be an Advisory Committee on Membership. The members of the Advisory Committee on Membership shall consist of certain Directors selected by the Board as well as other persons appointed by the Board. The chairman of the Advisory Committee on Membership shall be appointed by the Board and shall be a Director. The responsibility of the Advisory Committee on Membership shall be to advise the Board on the creation of the membership structure called for in Section 9(c) of Article V. (d) Until such time as the Board adopts procedures for independent review as contemplated by Article III, Section 4, there shall be an Advisory Committee on Independent Review. The members of the Advisory Committee on Independent Review shall consist of certain Directors selected by the Board as well as other persons appointed by the Board. The chairman of the Advisory Committee on Independent Review shall be appointed by the Board and shall be a Director. The responsibility of the Advisory Committee on Independent Review shall be to advise the Board on the creation of the independent review process called for in Section 4 of Article III. |
Clause 3. ADVISORY COMMITTEES The Board may appoint one or more Advisory Committees. 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 chair 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 elected by the members of the Governmental Advisory
Committee pursuant to procedures adopted by such members.
Members of the Governmental Advisory Committee shall be
representatives of national governments, multinational
governmental organizations and treaty organizations, each of
which may appoint one representative to the Committee. The
Governmental Advisory Committee should consider and provide
advice on the activities of the Corporation as they relate
to concerns of governments, particularly matters where there
may be an interaction between the Corporation's policies and
various laws, and international agreements. (b) There shall be a DNS Root Server System Advisory Committee. The initial chair 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. |
Clause 3. ADVISORY COMMITTEES The Board may appoint one or more Advisory Committees. Advisory Committee membership may consist of Directors only, Directors and nondirectors, or nondirectors only, and may also include non voting 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 chair 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 elected by the members of the Governmental Advisory
Committee pursuant to procedures adopted by such members.
Members of the Governmental Advisory Committee shall be
representatives of national governments, multinational
governmental organizations and treaty organizations, each of
which may appoint one representative to the Committee. The
Governmental Advisory Committee should consider and provide
advice on the activities of the Corporation as they relate
to concerns of governments, particularly matters where there
may be an interaction between the Corporation's policies and
various laws, and international agreements. (b) There shall be a DNS Root Server System Advisory Committee. The initial chair 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. |
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Section 4. TERM OF OFFICE The chairperson 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 4. TERM OF OFFICE The |
Section 4. TERM OF OFFICE The |
Clause 4. TERM OF OFFICE The chairperson 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. |
Clause 4. TERM OF OFFICE The chairperson 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. |
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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 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 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. |
Clause 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. |
Clause 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. |
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Section 6. VACANCIES Vacancies on any committee shall be filled in the same manner as provided in the case of original appointments. |
Section 6. VACANCIES Vacancies on any committee shall be filled in the same manner as provided in the case of original appointments. |
Section 6. VACANCIES Vacancies on any committee shall be filled in the same manner as provided in the case of original appointments. |
Clause 6. VACANCIES Vacancies on any committee shall be filled in the same manner as provided in the case of original appointments. |
Clause 6. VACANCIES Vacancies on any committee shall be filled in the same manner as provided in the case of original appointments. |
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Section 7. COMPENSATION The Board Shall not authorize compensation for service as a member of a committee except by a two-thirds (2/3) vote of all members of the Board, but in any event no such compensation shall be authorized for a Director. 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 7. COMPENSATION
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Section 7. COMPENSATION
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Clause 7. COMPENSATION The Board Shall not authorize compensation for service as a member of a committee except by a two-thirds (2/3) vote of all members of the Board, but in any event no such compensation shall be authorized for a Director. The Board may, however, authorize the reimbursement of actual and necessary expenses incurred by committee members, including Directors, performing their duties as committee members. |
Clause 7. COMPENSATION The Board Shall not authorize compensation for service as a member of a committee except by a two-thirds (2/3) vote of all members of the Board, but in any event no such compensation shall be authorized for a Director. The Board may, however, authorize the reimbursement of actual and necessary expenses incurred by committee members, including Directors, performing their duties as committee members. |
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Section 1. OFFICERS The officers of the Corporation will be a President (who will serve as Chief Executive Officer), a Secretary, a Treasurer/Chief Financial Officer, and a Chief Technical Officer. The Corporation may also have, at the discretion of the Board, any additional officers that it deems appropriate. Any person, other than the President, may hold more than one office, except that no member of the Board (other than the President) shall simultaneously serve as an officer of the Corporation. |
Section 1. OFFICERS The officers of the Corporation will be a President (who will serve as Chief Executive Officer), a Secretary, a Treasurer/Chief Financial Officer, and a Chief Technical Officer. The Corporation may also have, at the discretion of the Board, any additional officers that it deems appropriate. Any person, other than the President, may hold more than one office, except that no member of the Board (other than the President) shall simultaneously serve as an officer of the Corporation. |
Section 1. OFFICERS The officers of the Corporation will be a President (who will serve as Chief Executive Officer), a Secretary, a Treasurer/Chief Financial Officer, and a Chief Technical Officer. The Corporation may also have, at the discretion of the Board, any additional officers that it deems appropriate. Any person, other than the President, may hold more than one office, except that no member of the Board (other than the President) shall simultaneously serve as an officer of the Corporation. |
Clause 1. OFFICERS The officers of the Corporation will be a President (who
will serve as Chief Executive Officer), a Secretary, a
Treasurer/Chief Financial Officer, and a Chief Technical
Officer. The Corporation may also have, at the discretion of
the Board, Any person, |
Clause 1. OFFICERS The officers of the Corporation will be a President (who
will serve as Chief Executive Officer), a Chief Technology
Officer, a Vice President, a Secretary, and a
Treasurer/Chief Financial Officer. The Corporation may also
have, at the discretion of the Board, Any person, |
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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 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 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. |
Clause 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. |
Clause 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. |
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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 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 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. |
Clause 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. |
Clause 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. |
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Section 4. PRESIDENT The President will be the Chief Executive Officer (CEO) of the Corporation in charge of all of its activities and business. All other officers and staff shall report to the President or his or her delegate. The President shall serve as a member of the Board, and shall be entitled to attend any meeting of any committee. The President shall report annually to the Board on the current state of the Corporation and plans for the future. The President shall submit to the Board the annual budget of the Corporation for the next fiscal year at least three (3) months prior to the commencement of the fiscal year. The President will be empowered to call special meetings of the Board as set forth herein, and shall discharge all other duties as may be required by these Bylaws and from time to time may be assigned by the Board. |
Section 4. PRESIDENT The President will be the Chief Executive Officer (CEO)
of the Corporation in charge of all of its activities and
business. All other officers and staff shall report to the
President or his or her delegate. The President shall serve
as a member of the Board, and shall be entitled to attend
any meeting of any committee. The President shall report
annually to the Board on the current state of the
Corporation and plans for the future. |
Section 4. PRESIDENT The President will be the Chief Executive Officer (CEO)
of the Corporation in charge of all of its activities and
business. All other officers and staff shall report to the
President or his or her delegate. The President shall serve
as a member of the Board, and shall be entitled to attend
any meeting of any committee. The President shall report
annually to the Board on the current state of the
Corporation and plans for the future. |
Clause 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
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Clause 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
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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 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 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. |
Clause 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. |
Clause 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. |
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Section 6. TREASURER/CHIEF FINANCIAL OFFICER The Treasurer/Chief Financial Officer ("CFO") shall be the chief financial officer of the Corporation. If required by the Board, the CFO shall give a bond for the faithful discharge of his or her duties in such form and with such surety or sureties as the Board shall determine. The CFO shall have charge and custody of all the funds of the Corporation and shall keep or cause to be kept, in books belonging to the Corporation, full and accurate amounts of all receipts and disbursements, and shall deposit all money and other valuable effects in the name of the Corporation in such depositories as may be designated for that purpose by the Board. The CFO shall disburse the funds of the Corporation as may be ordered by the Board or the President and, whenever requested by them, shall deliver to the Board and the President an account of all his or her transactions as CFO and of the financial condition of the Corporation. The CFO shall be responsible for the Corporation's financial planning and forecasting and shall assist the President in the preparation of the Corporation's annual budget. The CFO shall coordinate and oversee the Corporation's funding, including any audits or other reviews of the Corporation or its Supporting Organizations. The CFO shall be responsible for all other matters relating to the financial operation of the Corporation. |
Section 6. TREASURER/CHIEF FINANCIAL OFFICER The Treasurer/Chief Financial Officer ("CFO") shall be the chief financial officer of the Corporation. If required by the Board, the CFO shall give a bond for the faithful discharge of hisor her duties in such form and with such surety or sureties as the Board shall determine. The CFO shall have charge and custody of all the funds of the Corporation and shall keep or cause to be kept, in books belonging to the Corporation, full and accurate amounts of all receipts and disbursements, and shall deposit all money and other valuable effects in the name of the Corporation in such depositories as may be designated for that purpose by the Board. The CFO shall disburse the funds of the Corporation as may be ordered by the Board or the President and, whenever requested by them, shall deliver to the Board and the President an account of all his or her transactions as CFO and of the financial condition of the Corporation. The CFO shall be responsible for the Corporation's financial planning and forecasting and shall assist the President in the preparation of the Corporation's annual budget. The CFO shall coordinate and oversee the Corporation's funding, including any audits or other reviews of the Corporation or its Supporting Organizations. The CFO shall be responsible for all other matters relating to the financial operation of the Corporation. |
Section 6. TREASURER/CHIEF FINANCIAL OFFICER The Treasurer/Chief Financial Officer ("CFO") shall be the chief financial officer of the Corporation. If required by the Board, the CFO shall give a bond for the faithful discharge of his or her duties in such form and with such surety or sureties as the Board shall determine. The CFO shall have charge and custody of all the funds of the Corporation and shall keep or cause to be kept, in books belonging to the Corporation, full and accurate amounts of all receipts and disbursements, and shall deposit all money and other valuable effects in the name of the Corporation in such depositories as may be designated for that purpose by the Board. The CFO shall disburse the funds of the Corporation as may be ordered by the Board or the President and, whenever requested by them, shall deliver to the Board and the President an account of all his or her transactions as CFO and of the financial condition of the Corporation. The CFO shall be responsible for the Corporation's financial planning and forecasting and shall assist he President in the preparation of the Corporation's annual budget. The CFO shall coordinate and oversee the Corporation's funding, including any audits or other reviews of the Corporation or its Supporting Organizations. The CFO shall be responsible for all other matters relating to the financial operation of the Corporation. |
Clause 6. TREASURER/CHIEF FINANCIAL OFFICER The Treasurer/Chief Financial Officer ("CFO") shall be the chief financial officer of the Corporation. If required by the Board, the CFO shall give a bond for the faithful discharge of his or her duties in such form and with such surety or sureties as the Board shall determine. The CFO shall have charge and custody of all the funds of the Corporation and shall keep or cause to be kept, in books belonging to the Corporation, full and accurate amounts of all receipts and disbursements, and shall deposit all money and other valuable effects in the name of the Corporation in such depositories as may be designated for that purpose by the Board. The CFO shall disburse the funds of the Corporation as may be ordered by the Board or the President and, whenever requested by them, shall deliver to the Board and the President an account of all his or her transactions as CFO and of the financial condition of the Corporation. The CFO shall be responsible for the Corporation's financial planning and forecasting and shall assist the President in the preparation of the Corporation's annual budget. The CFO shall coordinate and oversee the Corporation's funding, including any audits or other reviews of the Corporation or its Supporting Organizations. The CFO shall be responsible for all other matters relating to the financial operation of the Corporation. |
Clause 6. TREASURER/CHIEF FINANCIAL OFFICER The Treasurer/Chief Financial Officer ("CFO") shall be the chief financial officer of the Corporation. If required by the Board, the CFO shall give a bond for the faithful discharge of his or her duties in such form and with such surety or sureties as the Board shall determine. The CFO shall have charge and custody of all the funds of the Corporation and shall keep or cause to be kept, in books belonging tothe Corporation, full and accurate amounts of all receipts and disbursements, and shall deposit all money and other valuable effects in the name of the Corporation in such depositories as may be designated for that purpose by the Board. The CFO shall disburse the funds of the Corporation as may be ordered by the Board or the President and, whenever requested by them, shall deliver to the Board and the President an account of all his or her transactions as CFO and of the financial condition of the Corporation. The CFO shall be responsible for the Corporation's financial planning and forecasting and shall assist the President in the preparation of the Corporation's annual budget. The CFO shall coordinate and oversee the Corporation's funding, including any audits or other reviews of the Corporation or its Supporting Organizations. The CFO shall be responsible for all other matters relating to the financial operation of the Corporation. |
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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 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 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. |
Clause 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. |
Clause 7. CHIEF TECHNOLOGY OFFICER The Chief Technology Officer shall advise the Board and the President on engineering and other technical issues related to the matters which they consider. |
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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 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 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. |
Clause 8.
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Clause 8.
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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. |
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. |
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. |
Clause 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. |
Clause 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. |
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The Corporation shall, to maximum extent permitted by the CNPBCL, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the Corporation. For purposes of this Article, an "agent" of the Corporation includes any person who is or was a Director, Officer, employee or any other agent of the Corporation; or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise. The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status a such, whether or not this Corporation would have the power to indemnify the agent against that liability under the provisions of this Article. |
The Corporation shall, to maximum extent permitted by the CNPBCL, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the Corporation. For purposes of this Article, an "agent" of the Corporation includes any person who is or was a Director, Officer, employee or any other agent of the Corporation; or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise. The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not this Corporation would have the power to indemnify the agent against that liability under the provisions of this Article. |
The Corporation shall, to maximum extent permitted by the CNPBCL, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the Corporation. For purposes of this Article, an "agent" of the Corporation includes any person who is or was a Director, Officer, employee or any other agent of the Corporation; or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise. The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not this Corporation would have the power to indemnify the agent against that liability under the provisions of this Article. |
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 advisory committee members or any other agent of the Corporation; or is or was serving at the request of the Corporation as a Director, Officer, employee advisory committee members 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 a such, whether or not this Corporation would have the power to indemnify the agent against that liability under the provisions of this Article. |
Clause 1. AGENTS Corporation shall, to maximum extent permitted by the
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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 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 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. |
Clause 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. |
Clause 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. |
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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 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 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. |
Clause 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. |
Clause 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. |
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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 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 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. |
Clause 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. |
Clause 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. |
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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 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 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. |
Clause 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. |
Clause 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. |
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Section 1. ACCOUNTING The fiscal year end of the Corporation shall be determined by the Board. |
Section 1. ACCOUNTING The fiscal year end of the Corporation shall be determined by the Board. |
Section 1. ACCOUNTING The fiscal year end of the Corporation shall be determined by the Board. |
Clause 1. ACCOUNTING The fiscal year end of the Corporation shall be determined by the Board. |
Clause 1. ACCOUNTING The fiscal year end of the Corporation shall be determined by the Board. |
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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 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 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. |
Clause 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. |
Clause 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. |
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Section 3. ANNUAL REPORT AND ANNUAL STATEMENT The CFO 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. The annual report and annual statement will also be made publicly available, on the Web Site and otherwise. |
Section 3. ANNUAL REPORT AND ANNUAL STATEMENT The |
Section 3. ANNUAL REPORT AND ANNUAL STATEMENT The |
Clause 3. ANNUAL REPORT AND ANNUAL STATEMENT The CFO 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. The annual report and annual statement will also be made publicly available, on the Web Site and otherwise. |
Clause 3. ANNUAL REPORT AND ANNUAL STATEMENT The CFO shall cause the annual report |
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Section 4. FISCAL CONTROLS (a) Annual Budget. The President shall prepare and, at least three (3) months prior to the commencement of each fiscal year, submit to the Board, a proposed annual budget of the Corporation for the next fiscal year. The proposed budget shall identify anticipated revenue sources and levels and shall, to the extent practical, identify anticipated material expense items by line item. The Board shall adopt an annual budget and shall publish the adopted Budget on the Web Site. (b) Fees and Charges. The Board shall set fees and charges for the services, rights and benefits provided by the Corporation to the Supporting Organizations and others, with the goal of fully recovering the reasonable costs of the operation of the Corporation and establishing reasonable reserves for future expenses and contingencies reasonably related to the legitimate activities of the Corporation. Such fees and charges shall be fair and equitable, and shall be published on the Web Site in a sufficiently detailed manner so as to be readily accessible. (c) Annual Report. The Board shall publish, at least annually, a report describing its activities, including an audited financial statement and a description of any payments made by the Corporation to Directors (including reimbursements of expenses). |
Section 4. FISCAL CONTROLS (a) Annual Budget. The President shall prepare and, at least three (3) months prior to the commencement of each fiscal year, submit to the Board, a proposed annual budget of the Corporation for the next fiscal year. The proposed budget shall identify anticipated revenue sources and levels and shall, to the extent practical, identify anticipated material expense items by line item. The Board shall adopt an annual budget and shall publish the adopted Budget on the Web Site. (b) Fees and Charges. The Board shall, subject to the procedures set forth in Article III, Section 3, set fees and charges for the services, rights and benefits provided by the Corporation to the Supporting Organizations and others, with the goal of fully recovering the reasonable costs of the operation of the Corporation and establishing reasonable reserves for future expenses and contingencies reasonably related to the legitimate activities of the Corporation. Such fees and charges shall be fair and equitable, and once adopted shall be published on the Web Site in a sufficiently detailed manner so as to be readily accessible. (c) Annual Report. The Board shall publish, at least annually, a report describing its activities, including an audited financial statement and a description of any payments made by the Corporation to Directors (including reimbursements of expenses). |
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Except as otherwise provided in the Articles of Incorporation, the Articles of Incorporation or Bylaws of the Corporation may be altered, amended, or repealed and new Bylaws adopted only upon action by two-thirds (2/3) majority vote of all members of the Board, except that these Bylaws shall not be amended until the earlier of (i) June 1, 1999, or (ii) such date as all three Supporting Organizations described in Section 3(A) of Article VI have been formed, and Directors nominated by them have been seated, and further provided that any provision requiring a vote of more than two-thirds (2/3) of all members of the Board shall be changed only by such larger vote. These Bylaws will be reviewed at least annually, or more often if deemed necessary. |
Except as otherwise provided in the Articles of
Incorporation, the Articles of Incorporation or Bylaws of
the Corporation may be altered, amended, or repealed and new
Bylaws adopted only upon action by two-thirds (2/3) majority
vote of all members of the Board, |
Except as otherwise provided in the Articles of
Incorporation, the Articles of Incorporation or Bylaws of
the Corporation may be altered, amended, or repealed and new
Bylaws adopted only upon action by two-thirds (2/3) majority
vote of all members of the Board
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Except as otherwise provided in the Articles of
Incorporation, and until a membership
structure is established under Article II, the
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Except as otherwise provided in the Articles of
Incorporation and until a membership
structure is established under Article II, the
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