MONTERREY DRAFT
OF APPLICATION
TO BECOME THE

DOMAIN NAME SUPPORT ORGANIZATION 

  DRAFTING TEAM

PROVISIONAL DRAFT DOCUMENT

DRAFT PROPOSAL FOR

DOMAIN NAME SUPPORTING ORGANIZATION

 

17-January-99

INTA
PROVISIONAL DRAFT DOCUMENT

PROPOSAL FOR DOMAIN NAME SUPPORTING ORGANIZATION 

(pursuant to Art.VI, Section 3 (b) of the Bylaws of Internet Corporation for Assigned Names and Numbers (the "Corporation")

This application is made by the undersigned to become the Domain Name Support Organization ("DNSO"), pursuant to Article VI, Section 3 (b) of the Bylaws of the Corporation.  The undersigned hereby commit to fulfill the undertakings and policies set forth in this application. This application is organized under the headings set forth in Article VI, Section 3 (b) as follows:

1. Membership criteria for the DNSO, and for the Names Council to be created pursuant to Article VI, Section 3(a) (ii) of the Bylaws of the Corporation.
2. Methods for developing substantive Internet policies and selecting Board nominees
3. Open and transparent non-discriminatory processes
4. Policies to ensure international and diverse participation
5. Policies for disclosure to the Corporation by members of or participants in the DNSO of conflicts of interest or other financial interests in matters within the scope of the DNSO
6. Methods for funding the DNSO and providing funding for the Corporation.

Under Article VI, Section 3(b) of the By-Laws of the Internet Corporation for Assigned Names and Numbers ("ICANN"), an application for recognition as a Supporting Organization shall include, but not be limited to, a description of the following:

1. membership or participation criteria,
2. methods for developing substantive Internet policies to be recommended to the Board and selecting Board nominees,
3. 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),
4. policies to ensure international and diverse participation,
5. 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
6. methods for funding the Supporting Organization and providing funding for the Corporation.

The bylaws included herein describe an organization consistent with the above points.

Under Article VI, Section 3(b) of the By-Laws of the Internet Corporation for Assigned Names and Numbers ("ICANN"), an application for recognition as a Supporting Organization shall include, but not be limited to, a description of the following:

1. membership or participation criteria,
2. methods for developing substantive Internet policies to be recommended to the Board and selecting Board nominees,
3. 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),
4. policies to ensure international and diverse participation,
5. 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
6. methods for funding the Supporting Organization and providing funding for the Corporation (consistent with Article IV, Section 2 of these By-Laws).

Under Article VI, Section 3(b) of the by-laws of the Internet Corporation for Assigned Names and Numbers (ICANN), an application for recognition as a Supporting Organization shall include, but not be limited to, a description of the following:

1. membership or participation criteria,
2. methods for developing substantive Internet policies to be recommended to the Board and selecting Board nominees,
3. open, transparent, fair and non-discriminatory cooperation and consensus-building 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),
4. policies to ensure international and diverse participation,
5. 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
6. Methods for funding the Supporting Organization and providing funding for the Corporation (consistent with Article IV, Section 2 of these by-laws).

1.0 INTRODUCTION

These Bylaws provide guidance for the operation and management of the Domain Names Supporting Organization (hereafter, "DNSO") in accordance with the DNSO Platform. Amendments to these Bylaws may be made by a two-third vote of the Names Council.

1.0 INTRODUCTION

The name of this supporting organization shall be "The Domain Name Supporting Organization" (hereafter, "DNSO"). It shall be established by resolution of the Board of Directors of ICANN and shall become a functioning part of ICANN. These Bylaws provide guidance for the operation and management of the DNSO.

The DNSO is a consensus based policy advisory body within the Internet Corporation for Assigned Names and Numbers ("ICANN"). The DNSO structure is based on a General Assembly, a Names Council and a set of constituencies. The objectives for DNSO are as defined in article VI of the ICANN bylaws; that is, to develop and recommend substantive policies and procedures regarding TLDs, including operation, assignment and management of the domain name system and other related subjects.

The proposed DNSO will not be a legal entity in its own right, but will be a component of the ICANN corporation. It will be an advisory body rather than a decision making body, without operational responsibility and with a minimal budget.

At the inception of the DNSO, its members and supporters reaffirm the historical rules under which all participants in the domain name system have operated to date. Nothing about the creation of the DNSO is meant to overturn the status quo as it exists at the inception. Specifically, the DNSO reaffirms the rules under which the TLD registries and registrars have operated to date. In support of such, the DNSO recongizes that current registries operate under the current RFCs (1591 in particular) and shall continue to do so until such time the RFC's have been ammended or replaced through due process. Due process to be accepteable by each individual registry, individually.

Entities and individuals may participate in DNSO work through the General Assembly or through constituencies, and they are invited to do so.

ARTICLE I. NAME

The name of this organization shall be "The Domain Name Supporting Organization" ("DNSO").

ARTICLE II. OBJECTIVES ^[1]

The objectives of this organization shall be to generally protect and promote the interests of all users of the Internet, and more particularly to disseminate information and make recommendations and policy regarding (1) TLDs; (2) the operation, assignment and management of the domain name system; and (3) other related subjects, including the relationship between the rights of trademark owners and the rights of domain name registrants.

The objectives of the DNSO shall be carried out via means that are open, transparent, and non-discriminatory. The DNSO will strive to treat all parties fairly. The DNSO will foster and respect diversity of opinions. The DNSO will work towards rough consensus on all issues. The DNSO will conduct all of its business in an open manner.

This organization is formed to fulfill the functions specified for the DNSO in the Bylaws of ICANN and to enter into a contract with ICANN to perform such functions.

The DNSO is an organization with the Internet at its center. It will develop appropriate procedures for its deliberations. To the greatest extent possible the DNSO will conduct its business online. It shall be possible to fully participate in all decision processes of the DNSO without physical meeting. Applicable IETF procedures will be examined as possible models.

ARTICLE I NAME

The name of this organization shall be "The Domain Name Supporting Organization."

ARTICLE II OBJECTIVES

The objectives of this organization shall be to generally protect and promote the interests of all users of the Internet, and more particularly to disseminate information and make recommendations and policy regarding (1) TLDs; (2) the operation, assignment and management of the domain name system; and (3) other related subjects, including the relationship between trademarks and domain names. The objectives of the DNSO shall be carried out in via means that are open, transparent, and non-discriminatory.

I. ARTICLE I NAME

The name of this supporting organization shall be "The Domain Name Supporting Organization." It shall be established by resolution of the Board of Directors of ICANN and shall become a functioning part thereof.

II. ARTICLE II OBJECTIVES

The DNSO Objectives shall be:

To recommend policies for coordination of the root zone

To recommend policies to maintain coherrence of the DNS root zone

To encourage TLD disputants to resolve their differences

To recommend policies for operation of the root servers

The goal of the DNSO is to fulfill these purposes using the following governing principles:

Fairness: The DNSO will strive to treat all parties fairly.

Diversity: The DNSO will foster and respect diversity ofopinions.

Consensus: The DNSO will work towards rough consensus on all issues.

Stability: The DNSO will recommend policies that maintain stability in the DNS root zone.

Coherence: The DNSO will strive to recommend policies that maintain coherence across the entire DNS root zone

Openness: The DNSO will conduct all of its business in an open manner.

Security: The DNSO will recommend policies to foster security in the DNS root zone

I.  MEMBERSHIP CRITERIA

A.  MEMBERSHIP IN THE DNSO:

The qualifications for membership in the DNSO are set forth in Appendix A to this application, entitled "QUALIFICATIONS FOR MEMBERSHIP IN THE DOMAIN NAME SUPPORTING ORGANIZATION".

B.  MEMBERSHIP IN THE CONSTITUENCIES:

Each member of the DNSO shall be either a member of the At Large constituency or a member of one or more of the constituencies described below. Qualifications for membership in each of the constituencies are set forth in Appendix B to this application entitled "QUALIFICATIONS FOR MEMBERSHIP IN THE CONSTITUENCIES".  DNSO members who are not members of one of the constituencies 1-5 below are automatically members of the At Large constituency.

The constituencies described herein are an initial set of constituencies.  The DNSO and the Names Council will develop fair procedures for the creation, deletion, and merger of constituencies; and adjustment of the representation of constituencies on the Names Council.

The constituencies are:

1. Registries
2. Registrars
3. Infrastructure and connectivity providers
4. Businesses and other organizations
5. Organizations primarily concerned with the interests of trademark owners
6. At Large

A member of the DNSO may be a member in more than one constituency if it meets the qualifications for each constituency for which it applies and pays the membership fees for each such constituency.  No member of any of the constituencies 1-5 may be a member of the At Large constituency.

ARTICLE III. MEMBERSHIP

Section 1. Membership in the DNSO

Any legally defined entity or individual person is eligible to be a member of the DNSO. Membership at this level is a "General Membership".^[2]

Every general member of the DNSO must also be a member of one or more of the DNSO Constituencies, described in ARTICLE III, Section 2. As described in ARTICLE XI, general membership in the DNSO requires that the member fill out an application, pay yearly DNSO general membership fees, and be able to provide proof of identity. A DNSO member who is a member of a Constituency will also be required to pay any fees associated with being a member of that Constituency, and may have to meet additional requirements.

As described in ARTICLE XI, Section 3, members of certain Constituencies may be assessed ICANN support fees, in addition to DNSO and Constituency membership fees. ^[3]

Section 2. Membership in Constituencies ^[4][5]

The DNSO shall be composed initially of five [six] Defined Constituencies ("Defined Constituencies"), plus an At-Large Constituency, for a total of six [seven] initial Constituencies. Constituencies may be removed or created, and the defining criteria for membership in a Defined Constituency may be changed through amendment to these bylaws, as described in ARTICLE XIII.

The original set of Defined Constituencies, with qualifications for participation in each, are as follows [In alphabetical order at ICC suggestion]:

1. At-Large: a special Constituency comprised of all DNSO members who are not members of any other Constituency. No member of any other Constituency may be a member of the At-Large Constituency, and the At-Large Constituency shall not be subject to any Constituency membership fee.

2. Businesses and other organizations: a DNSO member who is any other business or organizations (defined as any legally\ constituted organization with a legitimate interest in Domain Name issues),^[6]

3. Infrastructure and connectivity providers: a DNSO member who is a network operator or service provider (defined as a legal person operating a name server for clients and offering Internet connectivity to third parties),

4. Registrars: a DNSO member who is a registrar of generic/global or country-code TLDs (defined as an entity with a direct contractual relationship with a registry as defined below),

5. Registries: a DNSO member who is a DNS Top Level Domain ("TLD") registry (defined as an entity with write authority to a zone referenced by a TLD),

6. Trademark and Anti-counterfeiting interests: a DNSO member who is an organization representing trademark interests, defined as entities whose primary interest is the protection of trademarks or the effort to stop trademark counterfeiting and infringement), or owners of trademarks ^[7],

[7. Unspecified Human rights/free speech/public Interest/Consumer Protection groups: ...TBD...[INTA suggestion]]

Except for the special case of the At-Large Constituency, a member of the DNSO may be a member in more than one Constituency if it meets the qualifications for each of the Constituencies in question, and pays the membership fees for each such Constituency. Also, a Defined Constituency may have a membership requirement that is conditioned on membership in another Constituency or Constituencies.

Disputes concerning qualifications for membership in a Constituency or in the DNSO itself shall be referred to a Membership Committee, as described below in ARTICLE IV, Section 6(B).

Section 3. Resignations

Any member may resign its membership at any time by giving written notice thereof to the Names Council, accompanied by payment of any outstanding indebtedness to the DNSO. Said resignation shall take effect as of its date unless some other date is specified therein. The acceptance of such resignation will not be necessary to make it effective. No dues previously paid by such resigning member shall be refunded by the DNSO unless such dues were not due and payable until after the resignation was received by the DNSO.

ARTICLE III MEMBERSHIP

1. Classes

The Domain Name Supporting Organization ("DNSO") shall be composed of representatives from (1) name registries, (2) registrars of top-level domains ("TLDs") and country code domains ("ccTLDs"), (3) businesses, (4) other entities that are users or have "legitimate" interests involving the Internet, and (5) trademark and anticounterfeiting Interests.

Name Registries

An individual, firm, association or corporation owning or operating a TLD or ccTLD registry. Each Name

Registry member shall have the right to one vote at the Annual Meeting of the DNSO.

Registrars of Top Level Domains

An individual, firm, association or corporation owning or operating a registrar of Top Level Domains (TLDs), including country code TLDs. Each Registrar member shall have the right to one vote at the Annual Meeting of the DNSO.

Businesses

An individual, firm, association or corporation owning or operating a business, which owns at least one registered domain name, excluding Name Registries or Registrars with gross revenues of xx. Each Business member shall have the right to one vote at the Annual Meeting of the DNSO.

Other Entities that are Users or Have Legitimate Interests Involving the Internet

An individual, firm, association or corporation that uses the Internet or has a legitimate interest in the objectives of the DNSO, excluding Name Registries, Registrars, Businesses, and Trademark and Anticounterfeiting Interests, and including, but not limited to, Internet Service Providers, consumers, and consumer groups.

Definition of Legitimate Interest

Any individual, firm, association or corporation having gross revenues of or spending at least $xx in connection with Internet-related activities shall be deemed to have a legitimate interest in the DNSO. The Names Council shall be responsible for determining whether his criterion is met.

Each User or Legitimate Interest member shall have the right to one vote at the Annual Meeting of the DNSO.

Trademark and Anticounterfeiting Interests

An individual, firm, or association, excluding name registries, registrars, and businesses, whose primary interest is the protection of trademarks or the effort to stop trademark counterfeiting and infringement.

Each Trademark and Anticounterfeiting Interest shall have the right to one vote at the Annual Meeting of he DNSO.

2. Method of Election

Each application for membership in the DNSO shall be submitted in writing on a form approved by the Names Council. The application shall require each applicant to submit a statement clearly and concisely documenting the applicant's (a) involvement with respect to the objectives of the DNSO, and (b) legitimate interests in these objectives. The Names Council shall give prompt consideration to each applicant's qualification for membership in the class designated and vote upon the application. An applicant must receive the affirmative vote of a majority of the Names Council to be elected to membership. Any applicant not receiving favorable action by the Names Council shall be submitted to the Board of Directors for ICANN for final action.

3. Methods for funding the DNSO and providing funding for ICANN

The DNSO shall obtain funding from membership dues levied on its members. The total annual dues of all members shall be determined by the Names Council, and shall be distributed equally among all DNSO members. A newly elected member's liability for dues shall commence on the first of the month next following its election as a member, and its dues shall be pro-rated from that date to the end of the calendar year. No member shall have the right to vote until it has paid its dues in full. The annual dues of all members for each calendar year shall be due and payable on xx/xx of that year. Notice to this effect shall be sent to each member whose dues remain unpaid at the end of thirty days thereafter.

Any member whose annual dues remain unpaid 30 days after xx/xx shall be deemed to be delinquent and the rights of such members as members shall cease forthwith. Written notice to that effect shall be sent promptly to such member, and any member whose dues remain unpaid on xx/xx shall be dropped automatically from membership and promptly notified thereof. Members who have been so dropped may re-apply for membership on payment of any delinquency, and such application will be handled in accordance with Section 2 of this Article.

4. Resignations

Any member may resign its membership at any time by giving written notice thereof to the Names Council, accompanied by payment of any outstanding indebtedness to the DNSO. Said resignation shall take effect as of its date unless some other date is specified therein. The acceptance of such resignation will not be necessary to make it effective. No dues previously paid by such resigning member shall be refunded by the DNSO unless such dues were not due and payable until after the resignation was received by the DNSO.

I. MEMBERSHIP

1. Classes

The Domain Name Supporting Organization (DNSO) shall consist of three classes, The first class shall be composed of any individual, firm, association, corporation or other entity who is the holder of a second level domain (SLD) in any top level domain (TLD) (or in a third or lower level domain insofar as higher levels are used soley to establish categories)(Hereinafter "Domain Name Holder"). The second class shall be composed of registries of any top level domain (TLD) (Hereinafter "Registries") The third class shall be composed of registrars with a contractual right directly to enter registratiions into a TLD registry.

II. Method of Election

Any Domain Name Holder, Reigstry or Registrar shall become a member of the DNSO upon submission of an informational membership form and payment of the membership dues.

III. Methods for funding the DNSO

The DNSO shall obtain funding from membership dues levied on its members. The total annual dues of Domain Name Holders shall be determined by the Names Council and approved by the ICANN Board but shall in no case be greater than $50.00 US per year. New members' dues liability shall commence on the first of the month next following receipt of its application for membership, and its dues shall be pro-rated from that date to the end of the calendar year. No member shall have the right to vote until it has paid its dues in full. The annual dues of all members for each calendar year shall be due and payable before the second of February of that year. Notice to this effect shall be sent via electronic mail to the electronic mail address on record, to each member whose dues remain unpaid at the end of thirty days thereafter.

Any member whose annual dues remain unpaid 30 days after February 2 shall be deemed to be delinquent and the rights of such members as members shall cease forthwith. Written notice to that effect shall be sent promptly to such member, and any member whose dues remain unpaid on April 2 shall be dropped automatically from membership and promptly notified thereof.

Members who have been so dropped may re-apply for membership on payment of any delinquency, and such application will be handled in accordance with Section 2 of this Article.

IV. Resignations

Any member may resign its membership at any time by giving written notice thereof to the Names Council, accompanied by payment of any outstanding ndebtedness to the DNSO. Said resignation shall take effect as of its date unless some other date is specified therein. The acceptance of such resignation will not be necessary to make it effective. No dues previously paid by such resigning member shall be refunded by the DNSO unless such dues were not due and payable until after the resignation was received by the DNSO.

2.0 MEMBERSHIP

2.1 Two Classes of Membership.

There shall be two classes of DNSO membership, one individual and one corporate. Individual membership shall be available to all persons who are members of Affilliate Organizations or who join the DNSO as an individual member as specified in Paragraph 2.3 below. Corporate membership shall be available to all corporations or international equivalents as provided in Paragraph 2.4 below.

2.2 Affiliate Organizations.

Any incorporated organization of internet professionals with a legitimate interest in the activities of the DNSO (as determined by Article VI of the Bylaws of the Internet Corporation for Assigned Names and Numbers ("ICANN")) may become an Affiliate Organization by petitioning the Names Council or the Organizational Committee for recognition. Recognition as an Affiliate Organization shall be given to any paid membership incorporated organization that is willing to abide by the DNSO Platform, operate the DNSO under these bylaws, and share in the operational and financial responsibilities of the DNSO in the same proportion that its membership has to the DNSO as a whole. Each paid member of an Affiliate Organization shall have the full rights and obligations of DNSO membership.

2.3 Individual Membership.

Any internet professional or other person with a legitimate interest in

the activities of the DNSO (as determined by Article VI of the Bylaws of the Internet Corporation for Assigned Names and Numbers ("ICANN")) may join as a individual member by paying an individual membership fee to be set by the Names Council or the Organizational Committee. Membership shall be effective upon payment of the fee, and individual members shall have the full rights and obligations of DNSO membership.

2.4 Corporate Membership.

Any corporation (or similar international equivalent) may become a Corporate Member of the DNSO by petitioning the Names Council or the Organizational Committee for recognition. Recognition as a Corporate Member shall be given to any corporation (or similar international equivalent) that is willing to abide by the DNSO Constitution, operate the DNSO under these bylaws, and pay the corporate membership fee set by the Names Council. Membership shall be effective upon payment of the fee. Corporate members shall be non-voting members of the DNSO and cannot run for election to any office as a corporation; notwithstanding the foregoing, individuals who are members of the DNSO shall not be precluded from voting or holding office because of the fact that they are employed or otherwise associated with a Corporate Member.

2.5 One Vote.

Voting members are entitled to only one vote, even if they a member of multiple Affiliate Organizations.

2.6 Reduced Fees.

Reduction or waiver of the applicable annual fee shall be made for non-profit corporations, student members, retired members, and such other special categories as may be provided by the Names Council or the Organizational Committee. Reduction of the applicable annual fee also shall be made for individual members and corporate members from emerging nations; the Names Council shall determine an appropriate reduction of the fee after considering the gross national product, average annual income, and other relevant economic data of the applicant's home country.

2.0 MEMBERSHIP

2.1 Two Bodies of Membership.

There shall be two bodies of the DNSO, a General Assembly and a Names Council.

2.2 The General Assembly.

The General Assembly is an open body of individuals with a knowledge of and an interest in issues pertaining to achievement of DNSO objectives, who are willing to contribute time, effort and expertise in DNSO work items, including discussion of work items, work item proposal and development, draft document preparation, participation in working groups and steering committees. The General Assembly is an open, consensus based assembly, process oriented rather than member oriented.

2.3 The Names Council.

The Names Council is the Steering Committee for the DNSO, elected from the General Assembly and dedicated to facilitation, administration and management of consensus building for each of the DNSO processes.

Consensus based and thoughtfully researched and documented DNSO policy and standards proposals shall be forwarded to ICANN through Names Council recommendations. The Names Council shall conduct its business and hold election for its members in accord with the provisions set forth below.

2.4 Individual Membership.

Any person with a legitimate interest in the activities of the DNSO (as determined by Article VI of the Bylaws of the Internet Corporation for Assigned Names and Numbers ("ICANN")) may join as a individual member of the General Assembly by paying an individual membership fee to be set by the Names Council or the Organizational Committee. Membership shall be effective upon payment of the fee, and individual members shall have the full rights and obligations of membership in the DNSO General Assembly.

2.5 One Vote.

Voting members of the General Assembly are entitled to one vote.

2.6 Reduced Fees.

Reduction or waiver of the applicable annual fee shall be made for non-profit corporations, student members, retired members, and such other special categories as may be provided by the Names Council or the Organizational Committee. Reduction of the applicable annual fee also shall be made for individual members and corporate members from emerging nations; the Names Council shall determine an appropriate reduction of the fee after considering the gross national product, average annual income, and other relevant economic data of the applicant's home country.

2.7 Resignations.

Any member may resign its membership at any time by giving written notice to the Names Council, accompanied by payment of any outstanding indebtedness to the DNSO. Resignation shall take effect as of its date unless some other date is specified. The acceptance of a resignation will not be necessary to make it effective. No dues previously paid by such resigning member shall be refunded by the DNSO unless such dues were not due and payable until after the resignation was received by the DNSO.

C.  THE NAMES COUNCIL

There shall be a Names Council consisting of 21 members, elected from time to time by the members of the DNSO, following the procedures set forth below.  The constituencies shall each have the right to be represente by the following numbers of members of the Names Council:

1. Registries - 6
2. Registrars - 3
3. Infrastructure and connectivity providers - 3
4. Business and other organizations -3
5. Organizations primarily concerned with the interests of trademark owners - 3  
6. At Large - 3  

In order to assure geographical diversity among members of the Names Council, the members of the Names Council representing each constituency must each be from different geographical regions, unless there are more such representatives than there are regions.  In this latter case no region shall have more than one more representative than any other region.  The geographical regions shall be those set forth in Article V, Section 6 of the Corporation's bylaws.  In particular, because the Registry constituency is represented by 6 members of the Names Council, and there are only 5 regions, not more than 2 representatives of the Registry constituency may be from the same geographical region.

D.  APPLICATIONS FOR MEMBERSHIP IN CONSTITUENCIES 1-5

After formation of the Names Council, applications for membership in the constituencies 1-5 shall be submitted to the Names Council.  The Names Council shall have the right to approve or disapprove each application.  If an application is not approved, the applicant shall have the right to appeal to the Fair Hearing Panel (described below).

E.  ELECTION OF THE NAMES COUNCIL

Within four weeks of acceptance by ICANN of this application the undersigned will self-select into constituencies, and elect members of the Names Council.

Members of each constituency shall nominate individuals to represent that constituency.  Nominations within each constituency may be made by any member of the constituency, provided, however, that each member of a constituency may make no more than one nomination for a Names Council member representing that constituency.  An entity that is a member of more than one constituency may make one nomination for each constituency of which it is a member.  Every nominee shall be identified as representing a particular geographical region.

Elections for Names Council members shall be held once each year for vacant seats.  The term of office for each member of the Names Council is three years, staggered so that each year one third of the Names Council members shall be elected.

Each member of the DNSO may cast one vote for one nominee for membership in the Names Council from each of the constituencies.

The winning nominees from within each constituency shall be determined as follows:

Within the group of nominees for each constituency, the nominees shall be grouped according to their geographical identification, and shall be ranked according to the votes received.  Winners will be selected by the following criteria: Nominees identified with regions with the least number of current representatives for the constituency will be considered as a group.  Within this group, the nominee with the most votes is selected, and is then considered a member of the group of current representatives.  This procedure is repeated until there are no vacancies.  Any ties shall be broken by random processes.

[There are two choices on how to proceed if there is insufficient geographical representation: leave seats empty if the geographical distribution requirements are not met; or fill remaining empty seats with candidates with the most votes, even though the geographical requirements are not met.]

[The following two paragraphs are an earlier description of a procedure.]

Within each group of nominees for each constituency, nominees from the same geographical region as any incumbent member of the Names Council with an uncompleted term of membership representing the same constituency shall not be selected.

All remaining nominees shall be grouped according to geographical region and, from each region, the eligible nominee (or, with respect to the Registries' constituency, the two eligible nominees for not more than one geographical region) with the most votes shall be elected to fill the available vacant seats on the Names Council.

The term of office for members of the Names Council shall be three years.  However, for the first election the

first third of the nominees selected through the above process shall receive a three year term, the second third shall receive a two year term, and the remainder shall receive a one year term.  In the event of a resignation or other event that disturbs the even distribution of terms a similar fair process of adjusting the terms of newly elected members shall be used to regain an even distribution.  If for any reason fewer than the seats allocated to a constituency are filled, the seats remain unfilled until the next election.

ARTICLE IV. NAMES COUNCIL

Section 1. Purpose and Powers

The Names Council shall act as the executive body of the DNSO. It shall also fulfill the role of "Names Council" as described in the ICANN Bylaws.

The Names Council shall determine policies regarding TLDs, including operation, assignment and management of the domain name system and other related subjects, and, in accordance with Article VI, Section 3(a)(ii) of ICANN's Bylaws, the Names Council shall make recommendations on such subjects to the ICANN Board.

The Names Council shall select three ICANN board member nominees as described in ARTICLE IV, Section 10, below.

The Names Council shall function as the executive authority of the DNSO. The Corporate officers, if any, shall operate at the direction of the Names Council. ^[8]

Section 2. Representative Composition ^[9]

The Names Council shall consist of 21 [XX] members, elected from time to time by the members of the DNSO, following the procedures set forth below. In addition, he President of the DNSO shall sit as a non-voting ex officio member of the Names Council. The Constituencies shall each have the right to be represented by the following numbers of members of the Names Council:

1. At-Large - 3 [XX]
2. Business and other organizations - 3 [XX]
3. Infrastructure and connectivity providers - 3 [XX]
4. Registrars - 3 [XX]
5. Registries - 6 [XX]
6. Trademark and Anti-counterfeiting Interests - 3 [XX]
7. [Unspecified Public advocacy and Consumer Protection groups - [XX] ]

Section 3. Geographical Diversity ^[10]

In order to assure geographical diversity among members of the Names Council, the members of the Names Council representing each Constituency must each be from different geographical regions, unless there are more such representatives than there are regions. In this latter case no region shall have more than one more representative than any other region. The geographical regions shall be those set forth in Article V, Section 6 of the Corporation's bylaws.

[In particular, because the Registry Constituency is represented by 6 members of the Names Council, and there are only 5 regions, among the Names Council members representing the Registry Constituency there will be one region represented by two individuals.] ^[11]

Section 4. Election

Within six weeks of acceptance by ICANN of this organization as the DNSO described in the ICANN bylaws, the Initial Members and Initial Constituencies of the DNSO will elect members of the Names Council, as described in ARTICLE V.

Members of each Constituency shall nominate individuals to represent that Constituency. Nominations within each Constituency may be made by any member of the Constituency, provided, however, that each member of a Constituency may make no more than one nomination for a Names Council member representing that Constituency. An entity that is a member of more than one Constituency may make one nomination for each Constituency of which it is a member. Every nominee shall be identified as representing a particular geographical region.

Elections for Names Council members shall be held once each year for vacant seats. The term of office for each member of the Names Council is three years, staggered so that each year one third of the Names Council members shall be elected.

Each general member of the DNSO may cast one vote for one nominee for membership in the Names Council from each of the Constituencies.

The winning nominees from within each Constituency shall be determined as follows:

Within the group of nominees for each Constituency, the nominees shall be grouped according to their geographical identification, and shall be ranked according to the votes received. Winners will be selected by the following criteria: Nominees identified with regions with the least number of current representatives for the Constituency will be considered as a group. Within this group, the nominee with the most votes is selected, and is then considered a member of the group of current representatives. This procedure is repeated until there are no vacancies. Any ties shall be broken by random processes.

If this election process leaves unfilled seats because of insufficient geographical representation those seats will remain empty until the the Constituency can field a slate of nominees with adequate geographical representation, and the Names Council can call an election.

The term of office for members of the Names Council shall be three years. However, for the first election the first third of the nominees selected through the above process shall receive a three year term, the second third shall receive a two year term, and the remainder shall receive a one year term. In the event of a resignation or other event that disturbs the even distribution of terms a similar fair process of adjusting the terms of newly elected members shall be used to regain an even distribution. If for any reason fewer than the seats allocated to a Constituency are filled, the seats remain unfilled until the next election. ^[12]

In the event of a Names Council member's death, resignation, ineligibility or inability to perform the duties of a member of the Names Council, a majority of the Names Council then in office shall have the power to designate a successor to serve for the remainder of the term of such Names Council member. Only a person eligible to serve as a Names Council member shall be eligible for such designation.

Section 5. Transparent and Open Processes

The processes of the Names Council, as well as the Constituencies and the general membership, shall be governed by the same principles of open and transparent non-discriminatory processes as those of ICANN.

It is the intent of the DNSO that, at least initially, there will be significant review by the Constituencies over the decisions of the Names Council; over time, the Constituencies may agree to reduce the extent of review. Therefore, in all cases the Names Council shall seek input and review of its recommendations and Board nominations from each of the Constituencies. ^[13]

Section 6. Dispute Resolution

A. Fair Hearing Panels

The Names Council will appoint, as necessary, Fair Hearing Panels to collect information concerning grievances, complaints, and conflicts that may arise, to make recommendations to the Names Council for possible remedial or other action. The Names Council shall establish the procedures and standards for Fair Hearing Panels, perhaps through designation of a committee to study the issue.

B. Membership Committee

Disputes concerning membership in the DNSO or membership in a Constituency will be heard by the Membership Committee, composed of one member selected from each Constituency, and elected by the members of that Constituency, and a chairperson appointed by the Names Council. The Membership Committee shall also be responsible for establishing objective rules for verification of identity of entities applying for membership, for designing and implementing an application form, and other matters pertaining to membership.

C. Reference to ICANN Board

If the Names Council determines that a dispute is particularly serious, the Names Council may refer the dispute to the ICANN Board for resolution.

Section 7. Meetings

The Names Council shall elect a from their number a Chairperson of the Names Council, to call and preside over meetings of the Names Council.

The members of the Names Council shall meet from time to time, either physically, or through telephone, video, or online means. The time, manner, and place of meetings shall be selected by the Chair ofthe Names Council. The place of each physical meeting shall change to accommodate the international composition of the Names Council.

Special or emergency meetings may be held at such times and places (1) as the Names Council may decide, (2) at the call of the Chairperson, or (3) on the written requests of the majority of the members of the Names Council.

Section 8. Decision Processes

No formal decision of the Names Council shall require physical meeting; the Names Council shall develop procedures so that all decisions will allow for online, telephone, or video participation and voting. The Names Council will also ensure that online procedures are available for all decisions made through votes of the general membership of the DNSO.

To the extent possible decisions of the Names Council shall be made on a rough consensus basis, after consultation with the membership of the DNSO. Such decisions shall be recorded as "consensus decisions". Consensus will be assessed by the Chair of the Names Council. If two Names Council members formally object to the measure in question, the Chair shall determine that a consensus has not been achieved, and shall call for a formal vote. ^[14]

In such cases where consensus cannot be achieved and a formal vote is deemed necessary, the matter shall be publicized before the DNSO for 15 days, and then a formal, public, recorded online vote of the Names Council shall be taken. The measure shall be deemed to have been passed if two thirds of the votes cast are in the affirmative.

However, in any policy decision the count shall be reported in full to ICANN, so that ICANN may independently judge the extent of support for the proposition.

Section 9. Reimbursement

The members of the Names Council shall not receive compensation for their service on the Names Council; however, they may be reimbursed for the reasonable direct expenses of participation in the Names Council.

Section 10. Selection of DNSO Representatives for the ICANN Board

Pursuant to Article V, Section 4 of the ICANN By-laws, the DNSO is accorded three (3) seats on the ICANN Board. Selection of the DNSO representatives for the ICANN Board shall rest with the Names Council, through the procedure described herein.

The Names Council shall appoint a nominating committee to research, investigate, and interview potential candidates for the DNSO seats on the ICANN Board. Members of the nominating committee shall be selected from the membership of the DNSO. Upon completing a list of candidates, said list shall be forwarded by the nominating committee to the Names Council.

The Names Council shall ensure that all candidates have a significant understanding of the relationship between the Internet and business practice, intellectual property, freedom of expression, and consumer protection. Approval of a candidate for the ICANN Board shall require a 2/3 majority vote by the Names Council.

ARTICLE V. INITIAL MEMBERSHIP AND INITIAL NAMES COUNCIL

Section 1. Initial DNSO and Constituency Membership

The Initial membership of the DNSO shall be drawn from those entities who sign the DNSO application to ICANN. These entities must specify a single Constituency to which they wish to belong, and supply the appropriate initial membership fee in a timely manner. The Initial membership of each Constituency shall be composed of those Initial members that indicated their desire to be a member of that particular Constituency. After the Initial Names Council is formed, an Initial Member may, with the approval of the Initial Names Council, elect to become a member of other Constituencies, in accord with the definitions in ARTICLE III, Section 2.

Section 2. Initial Names Council

The Initial Names Council is a distinct entity from the Names Council, and shall only be active until the Names Council is formed, as provided in this Article. The Initial Names Council shall consist of one member from each of the Initial Constituencies, selected by majority vote of the initial membership of the respective Constituency.

Members of the Initial Names Council shall serve a six week term or until the first election of the DNSO, whichever occurs first, unless such term is extended for an additional period by majority vote of the current membership. Members of the Initial Names Council [shall/shall not] be eligible for additional service on the Names Council at the end of the member's term on the Initial Names Council.

The powers and responsibilities of the Initial Names Council shall be limited to establishing the DNSO and ratifying its bylaws, establishing bank accounts and other necessary financial structure, verifying the identity of new members and collecting their dues, aiding in the organization of the Constituencies, and holding the first election for the full Names Council.

The Initial Names Council will establish an online voting system that will be available for the election of the first election of the Names Council, and thereafter.

Members of the Initial Names Council of the DNSO shall not be eligible to serve as DNSO representatives for the initial ICANN Board, and they shall not select the three DNSO representatives to the initial ICANN Board.

The first 3 DNSO representatives to the initial ICANN Board will be selected by the first full Names Council, as described in ARTICLE IV, Section 10.

ARTICLE IV NAMES COUNCIL

Article VI, Section 3(a)(ii) specifically provides that the DNSO shall create a Names Council to make recommendations regarding TLDs, including operation, assignment and management of the domain name system and other related subjects. In accordance with this provision, the Names Council shall act as the "governing body" of the DNSO.

1. Initial Names Council

The initial Names Council shall consist of five members, one from each of the membership classes identified in Article III, Section 1 of these By-laws. The members of the initial Names Council shall elect a Chairperson from among their ranks. Members of the initial Names Council shall serve a one year term or until the first Annual Meeting of the DNSO, whichever occurs first, unless such term is extended for an additional period. Members of the initial Names Council [shall/shall not] be eligible for additional service on the Names Council at the end of the member's term on the initial Names Council.

a.Powers and Responsibilities

The powers and responsibilities of the initial Names Council shall be limited to establishing the DNSO and ratifying its By-laws, making it financially solvent, hiring an Executive Director, appointing three members to the initial Board of ICANN, and responding to requests for advice and comment from the Board of ICANN.

(i) Members of the initial Names Council of the DNSO shall not be qualified to serve as a DNSO representative for the initial ICANN Board.

1.Eligibility and Powers of Council Members After the Initial Council

The control and management of the DNSO shall be vested in the Names Council consisting of a Chairperson and twenty (20) council members, each of whom shall have one vote.

(a) Composition

With respect to the composition of the membership of the Names Council, it is essential to ensure adequate and proportional representation that is commensurate with each member's interests in and contributio (financial or otherwise) to the Internet.

The Names Council shall be composed of the same classes of membership as the DNSO, and have the following composition:

xx members business 

xx members registries 

xx members registrars of TLDs

xx members users and others

xx members trademark and anticounterfeiting interests

With respect to each class of membership, no majority from within each class may be from the same geographic regions, which consist of Africa (including the Middle East), Asia-Pacific, Europe, North America, and South America; except when the Names Council members nominees for a particular class do not include such a geographic composition.

(b) Election

Names Council members shall be elected only at an Annual meeting of the DNSO. At least xx months prior to said Annual meeting, the Names Council shall set a xx day period in which DNSO members may be nominated for membership to the Names Council, and shall give all DNSO members xx days notice of such nomination period. Only DNSO members from a designated class of membership may be nominated for membership on the Names Council in such membership class, and only DNSO members of such membership class may nominate and vote on such nominee. No DNSO member may nominate more than one Names Council member nominee. All nominations must be submitted to the Board with a statement clearly and concisely documenting the DNSO member's (a) involvement with respect to the objectives of the DNSO, and (b) legitimate interests in these objectives. Nominations which are either not timely submitted or which fail to provide a legitimacy statement as set forth above shall not be considered by the Names Council. Upon the close of the nomination period, the Names Council shall notify all DNSO members of the nominees for each class of membership. The nominees for each class of membership receiving the majority of the votes therefor shall be elected to such class membership.

(c) Term

The term of membership on the Names Council shall be three years, and a member from each class of membership will be elected each year, so that the three-year terms will be staggered. In the first two years, a random drawing shall determine which class of membership initially has members serving one or two year terms.

(d) Meetings

The members of the Names Council shall be required to meet at least four (4) times per year. The time and place of this meeting shall be selected by the Chairperson of the Names Council. The place of each meeting shall change to accommodate the international composition of the Names Council. Special or emergency meetings may be held at such times and places (1) as the Names Council may decide, (2) at the call of the Chairperson, or (3) on the written requests of the majority of the member of the Names Council.

(e) Vacancies

In the event of a Names Council member's death, resignation, ineligibility or inability to perform the duties of a member of the Names Council, a majority of the Names Council then in office shall have the power to designate a successor to serve for the remainder of the term of such Names Council member. Only a person eligible to serve as a Names Council member shall be eligible for such designation.

(f) Quorum

A majority of the entire Names Council shall constitute a quorum for the purpose of any meetings of the Names Council.

(g) Selection of DNSO Representatives for the ICANN Board Pursuant to Article V, Section 4 of the ICANN By-laws, the DNSO is accorded three (3) seats on the ICANN Board. Selection of the DNSO representatives for the ICANN Board shall rest with the Names Council. The Names Council shall ensure that all candidates have a significant understanding of the relationship between the Internet and business practice, intellectual property, free-speech, and consumer protection. Approval of a candidate for the ICANN Board shall require a 2/3 majority vote by the Names Council.

(i) Task Force

The Names Council shall appoint a special task force to research, investigate, and interview potential candidates for the DNSO seats on the ICANN Board. Members of the Task Force shall be selected from the membership of the DNSO. Upon completing a list of candidates, said list shall be forwarded by the Task Force to the Names Council.

V. NAMES COUNCIL

The Names Council shall facilitate cooperation and consensus on policies regarding TLDs and related subjects, and, in accordance with Article VI, Section 3(a)(ii) of the Corporation's Bylaws, the Names Council shall make recommendations on such subjects to the Board of ICANN. The Names Council shall seek input and review of any proposed recommendations and Board nominations from all Members.

The DNSO, the Names Council and the Membership (all classes) will establish on-line methods of meeting, cooperating, and gauging and effecting consensus and conducting ballots. However, until some confidence is gained in these on-line methods, the Names Council may choose to utilize more traditional methods of voting.

The processes of the Names Council shall be governed by open and transparent non-discriminatory processes. A general mechanism for review of conflicts and grievances will be developed, and the Names Council shall appoint a Fair Hearing Panel which will, among other responsibilities, hear appeals pursuant to Article 6. of this application.

1. Initial Names Council

The initial Names Council shall consist of five members, elected by the Membership. The members of the initial Names Council shall elect a Chairperson from among their ranks. Members of the initial Names Council shall serve a one-year term or until the first Annual Meeting of the DNSO, whichever occurs first, unless such term is extended for an additional period. Members of the initial Names Council shall not be eligible for additional service on the Names Council at the end of the member's term on the initial Names Council. In no case shall any extension go beyond the second annual meeting of the DNSO.

a. Powers and Responsibilities

The powers and responsibilities of the initial Names Council shall be limited to establishing the DNSO and ratifying its By-laws, making it financially solvent, effecting arrangements for a secretariat provided by ICANN with funds raised from DNSO dues, facilitating membership elections of three members to the initial Board of ICANN, and responding to requests for advice and comment from the Board of ICANN.

1. Term limitations
   Members of the Initial Names Council of the DNSO shall not be qualified to serve as a DNSO representative for the initial ICANN Board for a period including their time on the Initial Names Council and for one year thereafter.
2. Compensation
   Members of the Names Council may receive compensation at levels approved by the ICANN Board. Members of the Names Council may be reimbursed by the DNSO for out of pocket expenses incurred in connection with their function if the expense is objectively necessary, and if the member seeking reimbursement can document the expense. Such compensation and reimbursements shall be brought up as an agenda item at the appropriate names council meeting, and documented along with the minutes of that meeting for review by the membership.
3. Eligibility and Powers of Council Members After the Initial Council [***Discussion points]
   The administration of the DNSO and its policy development processes shall be vested in the Names Council consisting of a Chairperson and ten (10) council members, each of whom shall have one vote. The Names Council shall be elected by the Membership, which may vote by proxy for slates of nominees as more fully set forth below.

2. Election

Names Council members shall be elected only at an Annual meeting of the DNSO. At least 120 days prior to said Annual meeting, the Names Council shall set a 30 day period in which slates of eleven (11) DNSO members may be nominated for membership to the Names Council. Each slate shall consist of 11 members, no more than 2 of which shall come from any one geographic region and no more than 5 of which may represent registries or registrars. [Additional diversity requirements, using additional categories, might be added here.] All nominations must be submitted to the Names Council with a statement clearly and concisely documenting the DNSO member's (a) involvement with respect to the objectives of the DNSO, and (b) legitimate interests in these objectives. Nominations not submitted in a timely manner, for Names Council membership, shall not be considered. Upon the close of the nomination period, the Names Council shall notify all DNSO members of the qualifying slates of nominees. The slate receiving the majority of the votes therefor shall be elected.

3. Term

The term of membership on the Names Council shall be two years.

4. Meetings

The members of the Names Council shall be required to meet at least four (4) times per year. The Chairperson of the Names Council shall select the time and place of this meeting. The place of each meeting shall change to accommodate the international composition of the Names Council. Special or emergency meetings may be held at such times and places (1) as the Names Council may decide, (2) at the call of the Chairperson, or (3) on the written requests of the majority of the member of the Names Council.

At least one yearly meeting must be physical, while the other three may be held by teleconference, providing that a quorum must be met. Teleconference Meetings must be announced at least 30 days in advance, while physical meetings must be announced at least 90 days in advance. All meetings shall be open to attendence by all members; provided, however, that the Name Council may limit opportunities of members to speak during portions of its meetings and may, upon good cause shown and with prior notice and explanation, meet in executive session. All meetings are "on the record" and minutes will be published within 15 days.

5. Vacancies

In the event of a Names Council member's death, resignation, ineligibility or inability to perform the duties of a member of the Names Council, a majority of the Names Council then in office shall have the power to designate a successor to serve for the remainder of the term of such Names Council member.

6. Quorum

A majority of the entire Names Council shall constitute a quorum for the purpose of any meetings of the Names Council.

7. Selection of DNSO Representatives

Selection of DNSO Representatives for the ICANN Board Pursuant to Article V, Section 4 of the ICANN By-laws, the DNSO is accorded three (3) seats on the ICANN Board. Selection of the DNSO representatives for the ICANN Board shall rest with the membership, without regard to membership classes. The Names Council shall ensure the fairness of any general election by the Membership of the three seats allocated to the DNSO.

8. Removal of DNSO Representatives

Removal of DNSO Representatives for the ICANN Board If, in the opinion of the Names Council, a member of the ICANN Board elected by the DNSO is no longer capable of fulfilling his or her responsibilities, or is no longer operating in the best interest of the DNSO, the Names Council may, by 2/3 vote, call a Special Referendum of the Membership asking for removal of that Board member. If 2/3 of the Membership then votes for removal, the Board Member will then be removed.

In the event of removal of one or more DNSO elected members of the ICANN Board, the Names Council will appoint one or more Members (who is/are not also currently serving on the Names Council), as a temporary measure. A 2/3 vote of the Names Council shall be necessary for such appointment. The Names Council will then immediately seek nominations from the Membership for a replacement to serve out the remainder of the removed Board member's term. No Board member who has been removed will be eligible for nomination. A Special Election of the Membership shall be held as soon as practicable from the nominees submitted to the Names Council.

3.0 THE NAMES COUNCIL

3.1 Composition.

The Names Council shall consist of 13 elected representatives plus At Large representatives as defined in 3.2 below.

3.2 At Large Representatives.

Pursuant to its mission to ensure international and professionally diverse representation, the Names Council may appoint up to 6 DNSO members as representatives of, as appropriate, (i) unrepresented or underrepresented regions, and/or (ii) unrepresented business, professional or academic interests with a stake or interest in domain name system issues. Those appointed as At Large Representatives will serve 1 year terms as Names Council members with a vote on all matters that come before the Names Council. Any appointment as an At Large Representative to the Names Council shall be made by at least 9 elected members of the Names Council.

3.3 Conduct of Business.

The Names Council shall meet regularly on a schedule determined by its members, but not less than 4 times per year. Unless otherwise provided, a majority vote of the members attending a Names Council meeting at which a quorum is present shall be sufficient for the conduct of its business.

3.4 Meeting Forums.

At least once a year, the Names Council shall meet in person at a location agreed by its members. All other meetings of the Names Council may take place in person, by telephone, video, internet, any other efficient form of electronic conferencing, or by a combination of the aforementioned modes of communication.

3.5 Meeting Minutes.

At each meeting, the members of the Names Council shall appoint a scribe to take notes and prepare minutes of the meeting. Subject to the provisions of Paragraph 3.7 below, the Names Council shall post minutes of its meeting to the DNSO web site within 2 business days after the meeting has concluded.

3.6 Open Meetings.

Subject to the provisions of Paragraph 3.7 below, all meetings of the Names Council shall be open to all DNSO members. Members will be welcome to observe in-person meetings and, to the extent technically and financially practicable, listen to all other meetings.

3.7 Executive Sessions of Names Council.

When necessary and appropriate to protect the confidentiality of any matter before it, the Names Council can elect to hold an Executive Session, which shall be closed to all persons other than Names Council representatives. By way of example and not by way of limitation, it may be appropriate for the Names Council to hold Executive Sessions to discuss private personnel matters.

3.8 Names Council Meeting Attendance Requirement.

In order to ensure a continuously active Names Council, elected members and At Large members who miss either (a) two consecutive Names Council meetings or (b) more than 25% of the meetings in any single year, shall be dropped from the Names Council in the absence of extenuating circumstances.

3.9 Conduct of Names Council Meetings.

Robert's Rules of Order (Revised) shall govern the conduct of Names Council meetings on all matters not otherwise specified in these Bylaws or the Constitution.

4.0 NOMINATION AND ELECTION OF ICANN BOARD MEMBERS

4.1 Elections Committee.

The Names Council shall appoint an Elections Committee each year, which shall consist of a Chair and four or more members of the DNSO, not more than half of whom may be sitting members of the Names Council. The Elections Committee shall oversee the election of the DNSO's representatives on the ICANN Board of Directors and provide such other

assistance as requested by the President.

4.2 Call for Nominations.

The Elections Committee Chair shall call for nominations for the ICANN Director positions from the DNSO membership in an e-mail to all members and in an announcement posted on the DNSO web site. The announcement will include procedures for nominations by petition (as set forth in 4.4 below) and will be made at least 30 days prior to the mailing or distribution of ballots.

4.3 Eligibility.

Any member of the DNSO in good standing, not otherwise disqualified, is eligible for election to the ICANN Board of Directors.

4.4 Nomination by Petition.

A petition nominating a DNSO member meeting the eligibility requirements and supported by the identifiable signatures of at least 50 individual members or at least 3 corporate members of the DNSO shall automatically place that member's name on the slate of nominees, provided such petition is received by the Nominations Committee Chair within 30 days after the call for nominations. Such petitions must be submitted with the knowledge and agreement of the nominee.

4.5 Ballots and Voting.

The Elections Committee Chair shall provide the names of the nominees, biographical overviews, and individual position statements for preparation, mailing, and tallying of ballots to all members of the DNSO. The Elections Committee shall use whatever means it deems appropriate and accurate to distribute, collect and tally ballots.

4.6 Election.

The candidate(s) receiving the highest number of votes shall be elected to fill the DNSO slots on ICANN's Board of Directors. For the initial election, the person receiving the most votes shall be elected to fulfill the three-year term, the person receiving the next highest number of votes shall be elected to fulfill the two-year term, and the person receiving the third highest number of votes shall be elected to fulfill the one-year term.

4.7 Notification of Election Results.

Immediately upon receiving the election results, the Elections Committee Chair shall notify all candidates, the DNSO's Officers, Names Council members, the membership of the DNSO, and the Chair of ICANN's Board of Directors.

5.0 NOMINATION AND ELECTION OF NAMES COUNCIL REPRESENTATIVES

5.1 Call for Nominations.

The Elections Committee Chair shall call for nominations for the Names Council from the DNSO membership in an e-mail to all members and in an announcement posted on the DNSO web site. The announcement will include procedures for nominations by petition (as set forth in 4.4 below) and will be made at least 30 days prior to the mailing or distribution of ballots.

5.2 Eligibility.

Any member of the DNSO in good standing, not otherwise disqualified, is eligible for election to the Names Council.

5.3 Nomination by Petition.

A petition nominating a DNSO member meeting the eligibility requirements and supported by the identifiable signatures of at least 20 individual members of the DNSO or at least 2 corporate members of the DNSO shall automatically place that member's name on the slate of nominees, provided such petition is received by the Nominations Committee Chair within 30 days after the call for nominations. Such petitions must be submitted with the knowledge and agreement of the nominee.

5.4 Ballots and Voting.

The Elections Committee Chair shall provide the names of the nominees, biographical overviews, and individual position statements for preparation, mailing, and tallying of ballots to all members of the DNSO. The Elections Committee shall use whatever means it deems appropriate and accurate to distribute, collect and tally ballots.

5.5 Election.

The candidate(s) receiving the highest numbers of votes for open positions shall be elected to the Names Council. For the initial election, the persons receiving the seven (7) highest most vote totals shall be elected to fulfill two-year terms, and the persons receiving the next six (6) highest numbers of votes shall be elected to fulfill one-year terms.

5.6 Notification of Election Results.

Immediately upon receiving the election results, the Elections Committee Chair shall notify all candidates, current Names Council members, and the membership of the DNSO.

5.7 Term of Office.

Except for the initial election terms specified in Section 5.5, each Names Council member shall serve a term of two (2) years.

3.0 THE NAMES COUNCIL

3.1 Overview and Purpose.

The Names Council shall facilitate cooperation and consensus on policies regarding the Domain Names System and related subjects, and, in accordance with Article VI, Section 3(a)(ii) of the Corporation's Bylaws, the Names Council shall make recommendations on such subjects to the Board of ICANN. The Names Council shall seek input and review of any proposed recommendations and Board nominations from all Members. The processes of the Names Council shall be governed by open and transparent non-discriminatory processes.

3.2 Composition.

The Names Council shall be comprised of 24 initial names council seats, with voting rights divided equally between suppliers and consumers. Members shall be elected in accord with the schedule in the Appendix, section A. Thus, initially there would be 6 seats for each supplier constituency and 4 for each consumer constituency. In the event of another constituency being recognised, votes are normalised as described in the Appendix, section B. Members of the Names Council shall serve two year terms.

3.3 Constituencies.

The Names Council will have 5 initial constituencies, balanced between Domain Name Service Suppliers ("Suppliers") and Domain Name Service Consumers ("Consumers") as laid out in the Appendix, section C and a process for adding further constituencies, in the Appendix, section D.

The five (5) initial constituencies are:

1. Suppliers
   - TLD Registries;
   - Registrars of the TLDs.
2. Consumers
   - Infrastructure and connectivity providers;
   - Businesses; and
   - Organisations primarily concerned with the interests of trademark owners.

Constituencies may adopt their own structures, as long as they comply with ICANN bylaws and the criteria laid out in the Appendix, section E. Constituencies are expected to find sponsors or be self sponsoring. Constituencies decide on their own representatives for the Names Council, using a process in accordance with the ICANN bylaws. A person may be involved in more than one constituency.

3.4 Chair of the Names Council.

The Names Council chair will be selected by the Names Council at or before the first meeting in each year after a Names Council election; when selected the chair would lose his or her personal vote in the Names Council and the constituency must choose another representative for the Names Council. To ensure fair voting, Names Council chair would only have a casting (tie-breaking) vote.

3.5 Conduct of Business.

The Names Council shall meet regularly on a schedule determined by its members, but not less than 4 times per year. Unless otherwise provided, a majority vote of the members attending a Names Council meeting at which a quorum is present shall be sufficient for the conduct of its business.

3.6 Meeting Forums.

At least once a year, the Names Council shall meet in person at a location agreed by its members. All other meetings of the Names Council may take place in person, by telephone, video, internet, any other efficient form of electronic conferencing, or by a combination of the aforementioned modes of communication.

3.7 Meeting Minutes.

At each meeting, the members of the Names Council shall appoint a scribe to take notes and prepare minutes of the meeting. Subject to the provisions of Paragraph 3.7 below, the Names Council shall post minutes of its meeting to the DNSO web site within 2 business days after the meeting has concluded.

3.8 Open Meetings.

Subject to the provisions of Paragraph 3.7 below, all meetings of the Names Council shall be open to all DNSO members. Members will be welcome to observe in-person meetings and, to the extent technically and financially practicable, listen to all other meetings.

3.9 Names Council - Voting on Record

The Names Council shall record in its minutes the position and views of every Names Council member on every Names Council action.

3.10 Executive Sessions of Names Council.

When necessary and appropriate to protect the confidentiality of any matter before it, the Names Council can elect to hold an Executive Session, which shall be closed to all persons other than Names Council representatives. By way of example and not by way of limitation, it may be appropriate for the Names Council to hold Executive Sessions to discuss private personnel matters.

3.11 Names Council Meeting Attendance Requirement.

In order to ensure a continuously active Names Council, elected members and At Large members who miss either (a) two consecutive Names Council meetings or (b) more than 25% of the meetings in any single year, shall be dropped from the Names Council in the absence of extenuating circumstances. In the event that a member is dropped, the constituency shall choose a new representative.

3.12 Conduct of Names Council Meetings.

Robert's Rules of Order (Revised), or whatever other rules shall be selected by the Names Council, shall govern the conduct of Names Council meetings on all matters not otherwise specified in these Bylaws or the Constitution.

II.  METHODS FOR DEVELOPING SUBSTANTIVE INTERNET POLICIES AND SELECTING BOARD NOMINEES

The Names Council is delegated the task of determining policies regarding TLDs, including operation, assignmen and management of the domain name system and other related subjects, and, in accordance with Article VI, Section 3(a)(ii) of the Corporation's Bylaws, the Names Council shall make recommendations on such subjects to the Corporation's Board.  The Names Council shall also have the power to select the nominees of the DNSO to the Corporation's Board.

The Names Council shall seek input and review of its recommendations and Board nominations from each of the constituencies.  It is the intent of the DNSO that, initially, there will be significant review by the constituencies; over time, the constituencies may agree to reduce the extent of review.

Decisions by the Names Council on recommendations and selection of Board nominees shall be made by [majority] [two- thirds] vote.

The DNSO, the Names Council and each of the constituencies will establish on-line methods of meeting and conducting ballots.  

The DNSO will develop procedures for its deliberations. Applicable IETF procedures will be examined as a possible model.

ARTICLE VI. OFFICERS ^[15]

Section 1. Election

The officers of the DNSO shall be a President, a Secretary and a Treasurer, each of whom shall be elected from DNSO members at the Annual election by a majority vote to serve until the next Annual election, or until a successor shall have assumed the duties of the office. No one shall be eligible to serve successive terms as President.

Section 2. President

The President shall preside at all meetings of the DNSO, and shall be directly responsible to the Names Council. The President shall serve as an ex officio member of the Names Council, but shall have no vote in the Names Council. The President shall submit at each Annual Meeting of the DNSO a report of the activities of the DNSO during the proceeding year.

Section 3. Secretary

The Secretary shall be responsible for the minutes of all meetings of the DNSO and the Names Council, and shall be the custodian of the seal and records of the DNSO. The Secretary shall perform such other duties as may be delegated by the Names Council.

Section 4. Treasurer

The Treasurer shall have the custody of all monies and securities of the DNSO and shall place same in appropriate financial vehicles and repositories in accordance with guidelines established, at least on an annual basis, by the Names Council. The Treasurer shall keep proper books of account and sign checks and give such surety bonds as the Names Council may require. The Treasurer shall make reports on the financial condition of the DNSO at each Annual Meeting of the DNSO and, whenever called upon to do so, at other meetings of the DNSO, the Names Council, and the ICANN Board. The Treasurer shall prepare a yearly budget for the Names Council. The Treasurer shall also perform such other duties as may delegated by the Names Council. All duties performed by the Treasurer shall be subject to the supervision and direction of the Names Council.

All financial and other records in the custody of the Treasurer shall be open to the Names Council and the ICANN Board at all times for inspection or audit. On ceasing to hold office, the Treasurer shall surrender all records, files, books of account, monies, securities and other property of the DNSO to a successor or to such other person as shall be designated by the Names Council.

Section 5. Succession

In the event of the death, resignation, removal from office or inability of any Officer, to perform the duties of the office, the Names Council shall appoint a successor to serve until the next Annual election of the DNSO or until a successor shall have been elected and shall have assumed the duties of the office.

ARTICLE V OFFICERS, COUNSEL AND EMPLOYEES

1.Election and Duties

The officers of the DNSO shall be a President, who shall also be Chairperson of the Names Council, an Executive Vice President, not more than xx other Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected from DNSO members at the Annual meeting by a majority vote to serve until the next Annual meeting or until a successor shall have assumed the duties of the office. No one shall be eligible to serve successive terms as President. The Names Council may likewise elect such other officers as it may from time to time deem advisable, and they shall perform such duties as the Names Council may prescribe.

2. President

The President shall preside at all meetings of the DNSO, and shall be the executive head of the DNSO, directly responsible to the Board of ICANN for the conduct of all DNSO operations and activities. The President shall have the authority to delegate to Name Council members or Committee Chairpersons such duties as seem appropriate for the administration thereof under the President's general supervision. The President shall submit at each Annual Meeting of the DNSO a report of the activities of the DNSO during the proceeding year.

3. Vice President

In the event of the absence or inability of the President to perform the duties of the office, the Executive Vice President shall, except in the event of absence or inability to serve, become Acting President and exercise the authority and perform the duties of the office. In the event of the absence or inability of both the President and the Executive Vice President to perform the duties of the office of President, the Vice President who has seniority shall become Acting President and exercise the authority and perform the duties of the office.

If no Vice President has seniority, the Names Council shall designate a Vice President as Acting President who shall exercise the authority and perform the duties of the office.

If the President is absent or is unable to preside at a meeting of the DNSO, such meeting shall be presided over by the Executive Vice President, if present and able to act, otherwise by the Vice President having seniority who is present and able to act.

As used in this Section the term "seniority" means the greatest number of years of service as a member of the DNSO and the term "unable" and "inability" comprise death, physical disability, mental disability, resignation and removal from office.

4. Secretary

The Secretary shall be responsible for the minutes of all meetings of the DNSO, and shall be the custodian of the seal and records of the DNSO. The Secretary shall perform such other duties as may be delegated by the Names Council.

5. Treasurer

The Treasurer shall have the custody of all monies and securities of the DNSO and shall place same in appropriate financial vehicles and repositories in accordance with guidelines established, at least on an annual basis, by the Names Council. The Treasurer shall keep proper books of account and sign checks and give such surety bonds as the Names Council may require. The Treasurer shall make reports on the financial condition of the DNSO at each Annual Meeting of the DNSO and, whenever called upon to do so, at other meetings of the DNSO and the ICANN Board. The Treasurer shall also perform such other duties as may delegated by the Names Council. All duties performed by the Treasurer shall be subject to the supervision and direction of the Names Council. All financial and other records in the custody of the Treasurer shall be open to the Names Council and the ICANN Board at all times for inspection or audit.

On ceasing to hold office, the Treasurer shall surrender all records, files, books of account, monies, securities and other property of the DNSO to a successor or to such other person as shall be designated by the Names Council..

6.Counsel

Unless otherwise directed by the ICANN Board, the Names Council shall retain a Counsel to serve as legal adviser to the Names Council and to hold office until the next Annual Meeting of the DNSO. Counsel shall give such legal opinions as may be requested by the President or the Names Council.

7. Succession

In the event of the death, resignation, removal from office or inability of any Officer, other than the President, to perform the duties of the office, the Names Council shall elect a successor to serve until the next Annual Meeting of the DNSO or until a successor shall have been elected and shall have assumed the duties of the office.

8.Executive Director

The DNSO shall employ a full-time [or part-time] executive with the title Executive Director who shall be the chief staff executive and who shall be responsible to the President and to the Names Council. The employment or discharge of an Executive Director shall be by the Names Council.

The Executive Director shall participate in the recommendation, formulation and implementation of policies and programs for the DNSO; shall be responsible for the development and implementation of administrative plans and procedures, for the administrative operation of the office and the supervision of all staff personnel; and shall, in conjunction with the Names Council, develop and implement a budget for the DNSO.

9.Employees

The Executive Director shall, with the advice and consent of the Names Council, hire additional employees on an as needed basis.

XVI. POLICY PROMULGATION [**Discussion Points]

The Name Council shall initiate porceedings to develop consensus policy recommendations.

Recommended policies cannot be enforced broadly or equitably unless registries that contract with ICANN will agree to be bound by these policies (and to pass such obligations down by contract to registrars and registrants where appropriate). To avoid wasted effort, the Name Council shall establish a pre-recommendation enforceability review process. That process would determine whether a substantial plurality (3/4ths) of those who would be required to implement a proposed policy (e.g., all registries, in most cases, and all registrars, in some cases) will contractually commit to do so. Recommendations that do not meet this criteria shall not be forwarded to ICANN.

6.0 OFFICERS

6.1 Officers.

The officers of the DNSO shall be President, Vice-President, Secretary, Treasurer, and Past President.

6.2 Term of Office.

The terms of office for President and Vice-President shall be two years, commencing on January 1 after the year of election. The President and Vice President may not serve two consecutive terms in their respective offices. The term of the Past President shall be two years, commencing upon completion of the term as President. The terms of office for Secretary and Treasurer shall be one year, with reappointment allowed. Notwithstanding the foregoing, all officers shall continue to serve until their successors take office.

6.3 President.

The President shall supervise the affairs of the DNSO and shall speak for the DNSO on all matters not specifically delegated to others.

6.4 Vice-President.

The Vice-President shall fulfill the duties of the President in the absence or incapacity of the latter and from time to time shall fulfill such other functions as the President or the Names Council shall direct.

6.5 Secretary and Treasurer.

The Secretary and Treasurer shall be responsible for keeping the records of the Names Council in the areas commonly ascribable to their functions. They shall prepare and distribute reports, notices, and/or such documents as may be required by the President and the Names Council.

6.6 Past President.

Upn completion of his or her term in office, the President shall assume the office of Past President, and shall fulfill such responsibilities as the President or Names Council shall direct.

7.0 ELECTION OF OFFICERS

7.1 President and Vice-President.

The Names Council shall elect one of its members as President and one of its members as Vice-President. To the extent practicable, the Names Council shall not elect a President and Vice-President who are from the same region of the world or who have the same business, professional or academic interests.

7.2 Secretary and Treasurer.

The Names Council shall appoint a Secretary and Treasurer from willing and capable members of the DNSO. If the persons appointed to these positions are not themselves members of the Names Council, then they shall serve as Ex-Officio, non-voting members of the Names Council throughout their time in office.

7.3 Election.

The election of President and Vice-President shall be held at the earliest Names Council meeting after a term has expired.

4.0 NOMINATION AND ELECTION OF ICANN BOARD MEMBERS

4.1 Elections Committee.

The Names Council shall appoint an Elections Committee each year, which shall consist of a Chair and four or more members of the General Assembly, not more than half of whom may be sitting members of the Names Council. The Elections Committee shall oversee the election of the DNSO's representatives on the ICANN Board of Directors and provide such other assistance as requested by the President.

4.2 Nominations for Positions.

Initial candidates for nomination to the ICANN Board will be proposed bythree or more members of the Names Council, none of whom may propose more than one candidate. Additional nominees can be added by the petition method set forth in Sectoion 4.3 below. In the case that more candidates are proposed than there are vacancies for DNSO nominations to the Board, the positions will be filled using a single transferable vote system. The DNSO nominees to the ICANN Board will have staggered terms of office to ensure continuity. Election to the staggered terms shall follow the method set forth in Section 4. below.

4.3 Nomination by Petition.

The Elections Committee Chair shall call for nominations by petition for the ICANN Director positions from the General Assembly in an e-mail to all members and in an announcement posted on the DNSO web site. The announcement will include procedures for nominations by petition and will be made at least 30 days prior to the mailing or distribution of ballots. A petition nominating a DNSO member meeting the eligibility requirements and supported by the identifiable signatures of at least 50 members of the General Assembly shall automatically place that member's name on the slate of nominees, provided such petition is received by the Elections Committee Chair within 30 days after the call for nominations. Such petitions must be submitted with the knowledge and agreement of the nominee.

4.4 Eligibility.

Any member of the General Assembly in good standing, not otherwise disqualified, is eligible for election to the ICANN Board of Directors.

4.5 Ballots and Voting.

The Elections Committee Chair shall provide the names of the nominees, biographical overviews, and individual position statements for preparation, mailing, and tallying of ballots to all members of the General Assembly. The Elections Committee shall use whatever means it deems appropriate and accurate to distribute, collect and tally ballots.

4.6 Election.

The candidate(s) receiving the highest number of votes shall be elected to fill the DNSO slots on ICANN's Board of Directors. For the initial election, the person receiving the most votes shall be elected to fulfill the three-year term, the person receiving the next highest number of votes shall be elected to fulfill the two-year term, and the person receiving the third highest number of votes shall be elected to fulfill the one-year term.

4.7 Notification of Election Results.

Immediately upon receiving the election results, the Elections Committee Chair shall notify all candidates, the DNSO's Officers, Names Council members, the membership of the DNSO, and the Chair of ICANN's Board of Directors.

4.8 Removal of Board Members.

If, in the opinion of the Names Council, a member of the ICANN Board elected by the DNSO is no longer capable of fulfilling his or her responsibilities, or is no longer operating in the best interest of the DNSO, the Names Council may, by 2/3 vote, call a Special Referendum of the Membership asking for removal of that Board member. If 2/3 of the General Assembly then votes for removal, the Board Member will then be removed.

In the event of removal of one or more DNSO elected members of the ICANN Board, the Names Council will appoint one or more members (who is/are not also currently serving on the Names Council), as a temporary measure. A 2/3 vote of the Names Council shall be necessary for such appointment. The Names Council will then immediately seek nominations from the General Assembly or a replacement to serve out the remainder of the removed Board member's term. No Board member who has been removed will be eligible for nomination. A Special Election of the Membership shall be held as soon as practicable from the nominees submitted to the Names Council.

III.  OPEN AND TRANSPARENT NON-DISCRIMINATORY PROCESSES

The processes of the Names Council (and the processes of each constituency) shall be governed by the same provisions for open and transparent non-discriminatory processes as those of the Board of the Corporation.  A general mechanism for review of conflicts and grievances will be developed, and the Names Council shall appoint a Fair Hearing Panel which will, among other responsibilities delegated to it by the Names Council, hear appeals pursuant to Section I.D. of this application.

Other such conflicts and grievances heard by this Fair Hearing Panel might include those regarding dominance or control of any single issue by means of membership in more than one constituency, other methods of unfair domination by special interests, matters concerning disputed membership in a constituency or the DNSO, disputes concerning membership dues, either in the DNSO or in a constituency, and so on.

ARTICLE VII. COMMITTEES

Given the importance of having a global consensus on the policies and procedures developed by DNSO, as well as expertise relating to the objectives of the DNSO, the Names Council may create committees for such terms and with such powers and duties, as it shall deem appropriate. The nomination of members to each committee and their election by the Names Council shall be conducted in the same manner as members of the Names Council are nominated under Article IV, except that committee members shall be voted on by the Names Council rather than by DNSO members.

Once formed, each committee shall nominate and vote for a Chairperson from within the committee. The nominee with the most votes shall be elected Chairperson for a term of one year. A Chairperson shall be eligible for re-election for another one-year term, but shall not again be eligible for election as Chairperson for a period of one year thereafter unless nominated for an additional term by a unanimous vote of the committee. The members of each committee shall be appointed for a term of one year, and shall be eligible for re-appointment for two successive subsequent terms of one year each. All committees shall be responsible to the Names Council for the performance of their duties, unless the Names Council shall otherwise direct. The duties of the committees shall be those indicated by their titles or as may be otherwise assigned to them by the Names Council. Regular meetings of each committee may be held without the giving of notice if a day of the week, a time, and a place will have been established by the committee for such meetings. Meetings may be held in person, through mailing lists or other online means, or by telephone, radio, television or similar means of communication. The committee may itself, or through the direction of the Names Council, establish quorum rules for transaction of business.

The act of a majority of the members so present at a meeting at which a quorum is present will be the act of such committee. Each committee will maintain a record, which need not be in the form of complete minutes, of the action taken by it at each meeting, which record shall include the date, time, and place of the meeting, the names of the committee members present and absent, the action considered, and the number of votes cast for and against the adoption of the action considered.

All action by each committee shall be reported to the Names Council at its meeting next succeeding such action for a vote.

ARTICLE VI COMMITTEES

Given the importance of having a global consensus on the policies and procedures developed by DNSO, as well as expertise relating to the objectives of the DNSO, the Names Council may create committees for such terms and with such powers and duties, as it shall deem appropriate. The nomination of members to each committee and their election by the Names Council shall be conducted in the same manner as members of the Names Council are nominated under Article IV, except that committee members shall be voted on by the Names Council rather than by DNSO members. Each committee shall have the same class of membership requirements as the DNSO members set forth under Article III.

Once formed, each committee shall nominate and vote for a Chairperson from within the committee. The nominee with the most votes shall be elected Chairperson for a term of one year. A Chairperson shall be eligible for re-election for another one-year term, but shall not again be eligible for election as Chairperson for a period of one year thereafter unless nominated for an additional term by a unanimous vote of the committee. The members of each committee shall be appointed for a term of one year, and shall be eligible for re-appointment for two successive subsequent terms of one year each. All committees shall be responsible to the Names Council for the performance of their duties, unless the Names Council shall otherwise direct. The duties of the committees shall be those indicated by their titles or as may be otherwise assigned to them by the Names Council.

Regular meetings of each committee may be held without the giving of notice if a day of the week, a time, and a place will have been established by the committee for such meetings. A majority of the members of each committee must be present, either in person or by telephone, radio, television or similar means of communication, at each meeting of such committee in order to constitute a quorum for the transaction of business. The act of a majority of the members so present at a meeting at which a quorum is present will be the act of such committee. Each committee will maintain a record, which need not be in the form of complete minutes, of the action taken by it at each meeting, which record shall include the date, time, and place of the meeting, the names of the committee members present and absent, the action considered, and the number of votes cast for and against the adoption of the action considered.

All action by each committee shall be reported to the Names Council at its meeting next succeeding such action for a vote.

IV.COMMITTEES

Given the importance of having a global consensus on the policies and procedures developed by DNSO, as well as expertise relating to the objectives of the DNSO, the Names Council may create committees for such terms and with such powers and duties, as it shall deem appropriate. The nomination of members to each committee and their election by the Names Council shall be conducted in the same manner as members of the Names Council are nominated under Article IV. Each committee shall consist of the best possible experts in the given area, and thus shall not be class specific. Once formed, each committee shall nominate and vote for a Chairperson from within the committee. The nominee with the most votes shall be elected Chairperson for a term of one year. A Chairperson shall be eligible for re-election for another one-year term, but shall not again be eligible for election as Chairperson for a period of one year thereafter unless nominated for an additional term by a unanimous vote of the committee. The members of each committee shall be appointed for a term of one year, and shall be eligible for re-appointment for two successive subsequent terms of one year each. All committees shall be responsible to the Names Council for the performance of their duties, unless the Names Council shall otherwise direct. The duties of the committees shall be those indicated by their titles or as may be otherwise assigned to them by the Names Council.

Regular meetings of each committee may be held without the giving of notice if the committee for such meetings will have established a day of the week, a time, and a place. A majority of the members of each committee must be present, either in person or by telephone, radio, television or similar means of communication, at each meeting of such committee in order to constitute a quorum for the transaction of business. The act of a majority of the members so present at a meeting at which a quorum is present will be the act of such committee. Each committee will maintain a record, which need not be in the form of complete minutes, of the action taken by it at each meeting, which record shall include the date, time, and place of the meeting, the names of the committee members present and absent, the action considered, and the number of votes cast for and against the adoption of the action considered. All such records will be available to the membership within 10 days of their creation, and shall be available via the World Wide Web, or by the request of any member.

All action by each committee shall be reported to the Names Council at its meeting next succeeding such action for a vote.

8.0 RESEARCH COMMITTEES

8.1 Reports and Recommendations.

When requested by ICANN or upon its own initiative, the Names Council shall submit to ICANN a Report and Recommendation which shall contain the policy recommendations of the DNSO.

8.2 Research Process.

Whenever practicable based on considerations of time and the complexity of the issues presented, Reports and Recommendations made by the DNSO to ICANN shall be made by the process set forth in this Section 8.

8.3 Research Committees.

For each matter upon which the DNSO makes a recommendation to ICANN, there shall be a Research Committee which will consider the relevant issues, research the ramifications of particular actions or inaction, review the comments and criticisms received by interested individuals and experts, hold hearings on the issues before it, reach consensus on the correct resolution of the issue, and draft and revise any Report and Recommendation.

8.4 Composition of Research Committees.

Each Research Committee shall be appointed by the Names Council and shall be composed of at least 9 persons, at least one of whom shall be a member of the Names Council. In selecting members of a Research Committee, the Names Council shall be guided by the need to ensure regional diversity and the desire for professional and business experience, technical expertise, and academic insight on the matters presented. Corporate Members may serve on Research Committees, and if requested to participate, shall designate one individual to serve on its behalf.

8.5 Expansion of Research Committee Membership.

If, at any time, the members of any Research Committee feels that they need additional expertise or counsel on the issues before them, they may, in their discretion and by a majority vote of the committee's members,expand their membership by adding new committee members with the requisite experience or background.

8.6 Issue Statement.

After its members are appointed, each Research Committee shall meet to discuss the issue(s) with which it has been presented, prepare a timetable for the drafting of, and comments and revisions to, the Report and Recommendation, and draft an Issue Statement. The Issue Statement shall fairly frame the issue(s) on which the Report and Recommendation shall be made to ICANN, and whenever practicable, provide an overview of various positions and possible outcomes. The Research Committee shall promptly post its proposed timetable and Issue Statement to the DNSO website and invite comments.

8.7 Comment Period and Open Hearing.

The Research Committee shall review all comments submitted in response to the Issue Statement and shall schedule an Open Hearing at which interested persons can make additional statements and discuss the issues presented with the Research Committee. Notice of the Open Hearing shall be posted on the DNSO section of the AIP web site at least 30 days in advance, and the Research Committee shall endeavor, to the extent feasible and practicable, to permit participation by telephone or videoconference.

8.8 First Request for Comments.

The Research Committee shall review all comments submitted in response to the Issue Statement and consider the statements made and discussions held at the Open Hearing and shall draft a Report and Recommendation containing the tentative conclusions of the Research Committee, along with a detailed statement of reasons why it has reached its tentative conclusion. This draft Report and Recommendation shall be posted to the DNSO website in the form of a "First Request for Comments." The Research Committee shall allow at least 45 days from the date of first publication for the submission of comments and criticism.

8.9 Fair Hearing Petition.

If, after the First Request for Comments is published, any person, corporation, or organization (the "Petitioner") feels that the proposal outlined by the Research Committee either (i) places an unfair burden on the Petitioner's personal, business, or organizational interests, or (ii) is not in the best interests of the domain name system, the Petitioner may request a Fair Hearing. Each Petition for a Fair Hearing shall include (i) a detailed statement of the harm that would be caused if the proposal contained in the Request for Comments was adopted as policy; (ii) a specific reference to the language in the Request for Comments that would lead to the alleged harm; (iii) a specific proposal for new or modified language that would alleviate or minimize the alleged harm; and (iv) a statement of the Petitioner's professional or business interests that would be impacted in any way by the adoption of its proposed language. The Research Committee may either adopt the Petitioner's suggested language or hold a Fair Hearing.  

8.10 Fair Hearing.

A Fair Hearing required by Sections 8.9 or 8.12 shall allow the Research Committee and the Petitioner, its representatives and supporters to discuss and debate the issues raised in the Fair Hearing Petition. Fair Hearings shall be open to all DNSO members. The purpose of the Fair Hearing shall be to seek consensus on the issues raised. After a Fair Hearing has been held, the Research Committee shall report on the DNSO web site whether consensus was reached, and if so, what was agreed by those present. Fair Hearings shall be open in the same manner as Names Council meetings as specified in Section 3.6. 

8.11 Second Request for Comments.

The Research Committee shall review all comments submitted in response to the First Request for Comments and shall meet to discuss the issues before it and prepare a new draft Report and Recommendation. This draft Report and Recommendation shall be posted to the DNSO section of the AIP web site in the form of a Second Request for Comments. The Research Committee shall allow at least 45 days from the date of first publication for the submission of comments and criticism.

8.12 Fair Hearing on Changes to Proposal.

If, after the Second Request for Comments is published, any person, corporation, or organization (the "Petitioner") feels that any new proposals outlined by the Research Committee, not previously contained in the First Request for Comments, either (i) places an unfair burden on the Petitioner's personal, business, or organizational interests, or (ii) is not in the best interests of the domain name system, the Petitioner may request a Fair Hearing. The Petition for Fair Hearing shall contain the items set forth in Section 8.8 above and any Fair Hearing shall take place in accord with Section 8.9 above.

8.13 Final Request for Comments.

The Research Committee shall review all comments submitted in response to the Second Request for Comments and shall meet to discuss the issues before it and prepare a new draft Report and Recommendation. This draft Report and Recommendation shall be posted to the DNSO section of the AIP web site in the form of a Final Request for Comments. The Research Committee shall allow at least 30 days from the date of first publication for the submission of comments and criticism. 

8.14 Report to the Names Council.

After reviewing all comments submitted in response to the Final Request for Comments, the Research Committee shall prepare a Report andRecommendation for the Names Council. This Report and Recommendation will be posted promptly to the DNSO section of the AIP web site.

8.15 Names Council Action.

After the Report and Recommendation is submitted to it, the Names Councilshall adopt the Report and Recommendation, reject it, or send it back tothe Research Committee with instructions for additional study and/ordrafting. In its discretion, the Names Council may submit a Report and Recommendation to the DNSO membership for ratification; if this is done, the Report and Recommendation shall be forwarded to the Elections Committee Chair, who shall arrange for a ratification vote. A Report and Recommendation shall be deemed "Ratified by the DNSO Membership" if a majority of those casting ballots vote in favor of the Report and Recommendation. Each Report and Recommendation forwarded to the ICANN Board shall clearly state whether it has been ratified by the DNSO membership.

8.16 Submission of Report and Recommendation to ICANN.

If the Names Council adopts the Report and Recommendation or it is approved by a vote of the DNSO membership, it shall be forwarded to ICANN as the DNSO's "Report and Recommendation" on the issue(s) contained within it.

5.0 RESEARCH PROCESS

5.1 Reports and Recommendations.

When requested by ICANN or upon its own initiative, the Names Council shall submit to ICANN a Report and Recommendation which shall contain the policy recommendations of the DNSO. Reports and Recommendations made by the DNSO to ICANN shall be made by the process set forth in this Section 5.

5.2 Research Committees.

For each matter upon which the DNSO makes a recommendation to ICANN, there shall be a Research Committee which will consider the relevant issues, research the ramifications of particular actions or inaction, review the comments and criticisms received by interested individuals and experts, hold hearings on the issues before it, reach consensus on the correct resolution of the issue, and draft and revise any Report and Recommendation.

5.3 Composition of Research Committees.

Each Research Committee shall be composed of members of the Names Council and members of the General Assembly, in equal numbers. In selecting members of a Research Committee, the Names Council shall be guided by the need to ensure regional diversity and the desire for professional and business experience, technical expertise, and academic insight on the matters presented.

5.4 Expansion of Research Committee Membership.

If, at any time, the members of any Research Committee feels that they need additional expertise or counsel on the issues before them, they may, in their discretion and by a majority vote of the committee's members, expand their membership by adding new committee members from the General Assembly or from outside the DNSO with the requisite experience or background.

5.5 Issue Statement.

After its members are appointed, each Research Committee shall meet to discuss the issue(s) with which it has been presented, prepare a timetable for the drafting of, and comments and revisions to, the Report and Recommendation, and draft an Issue Statement. The Issue Statement shall fairly frame the issue(s) on which the Report and Recommendation shall be made to ICANN, and whenever practicable, provide an overview of various positions and possible outcomes. The Research Committee shall promptly post its proposed timetable and Issue Statement to the DNSO website and invite comments from the General Assembly.

5.6 Comment Period and Open Meeting.

The Research Committee shall review all comments submitted in response to the Issue Statement and shall schedule an Open Meeting of the General Assembly at which interested persons can make additional statements and discuss the issues presented with the Research Committee. Notice of the Open Hearing shall be posted on the DNSO web site at least 30 days in advance, and the Research Committee shall endeavor, to the extent feasible and practicable, to permit participation by telephone or videoconference. The Research Committee may hold additional Open Meetings, if warranted.

5.7 First Request for Comments.

The Research Committee shall review all comments submitted in response to the Issue Statement and consider the statements made and discussions held at the Open Hearing and shall draft a Report and Recommendation containing the tentative conclusions of the Research Committee, along with a detailed statement of reasons why it has reached its tentative conclusion. This draft Report and Recommendation shall be posted to the DNSO website in the form of a "First Request for Comments."

5.8 Fair Hearing Petition.

If, after the First Request for Comments is published, any person, corporation, or organization (the "Petitioner") feels that the proposal outlined by the Research Committee either (i) places an unfair burden on the Petitioner's personal, business, or organizational interests, or (ii) is not in the best interests of the domain name system, the Petitioner may request a Fair Hearing.

Each Petition for a Fair Hearing shall include

1. a detailed statement of the harm that would be caused if the proposal contained in the Request for Comments was adopted as policy;
2. a specific reference to the language in the Request for Comments that would lead to the alleged harm;
3. a specific proposal for new or modified language that would alleviate or minimize the alleged harm; and
4. a statement of the Petitioner's professional or business interests that would be impacted in any way by the adoption of its proposed language. The Research Committee may either adopt the Petitioner's suggested language or hold a Fair Hearing.

5.9 Pre-Clearance Review.

In addition to filing a Fair Hearing Petition, any member of the Registryconstituency may ask, after the First Request for Comments is issued, that a proposed policy recommendation undergo a pre-clearance review from the registries, in order to avoid wasted effort. The Names Counsel shall establish a pre-recommendation enforceability review process that will determine whether a substantial plurality (3/4ths) of those who would be required to implement a proposed policy (registries in most cases and, voting as a separate group, registrars insofar as they have a direct contractual relationship with ICANN) will contractually commit to do so. Policies that do not meet this criteria shall not be forwarded by ICANN by the DNSO.

5.10 Fair Hearing.

A Fair Hearing required by Sections 8.9 or 8.12 shall allow the Research Committee and the Petitioner, its representatives and supporters to discuss and debate the issues raised in the Fair Hearing Petition. Fair Hearings shall be open to all DNSO members. The purpose of the Fair Hearing shall be to seek consensus on the issues raised. After a Fair Hearing has been held, the Research Committee shall report on the DNSO web site whether consensus was reached, and if so, what was agreed by those present. Fair Hearings shall be open in the same manner as Names Council meetings.

5.11 Second Request for Comments.

The Research Committee shall review all comments submitted in response to the First Request for Comments and shall meet to discuss the issues before it and prepare a new draft Report and Recommendation. This draft Report and Recommendation shall be posted to the DNSO web site in the form of a Second Request for Comments.

5.12 Fair Hearing on Changes to Proposal.

If, after the Second Request for Comments is published, any person, corporation, or organization (the "Petitioner") feels that any new proposals outlined by the Research Committee, not previously contained in the First Request for Comments, either (i) places an unfair burden on the Petitioner's personal, business, or organizational interests, or (ii) is not in the best interests of the domain name system, the Petitioner may request a Fair Hearing. The Petition for Fair Hearing shall contain the items set forth above and any Fair Hearing shall take place in accord with the provision above.

5.13 Final Request for Comments.

The Research Committee shall review all comments submitted in response to the Second Request for Comments and shall meet to discuss the issues before it and prepare a new draft Report and Recommendation. This draft Report and Recommendation shall be posted to the DNSO section of the AIP web site in the form of a Final Request for Comments.

5.14 Report to the Names Council.

After reviewing all comments submitted in response to the Final Request for Comments, the Research Committee shall prepare a Report and Recommendation for the Names Council. This Report and Recommendation will be posted promptly to the DNSO web site.

5.15 Names Council Action.

After the Report and Recommendation is submitted to it, the Names Council shall adopt the Report and Recommendation, reject it, or send it back to the Research Committee with instructions for additional study and/or drafting. In its discretion, the Names Council may submit a Report and Recommendation to the General Assembly membership for ratification; if this is done, the Report and Recommendation shall be forwarded to the Elections Committee Chair, who shall arrange for a ratification vote. A Report and Recommendation shall be deemed "Ratified by the DNSO General Assembly" if a majority of those casting ballots vote in favor of the Report and Recommendation. Each Report and Recommendation forwarded to the ICANN Board shall clearly state whether it has been ratified by the DNSO membership.

5.16 Submission of Report and Recommendation to ICANN.

If the Names Council adopts the Report and Recommendation or it is approved by a vote of the DNSO membership, it shall be forwarded to ICANN as the DNSO's "Report and Recommendation" on the issue(s) contained within it.

IV.  POLICIES TO ENSURE INTERNATIONAL AND DIVERSE PARTICIPATION

Because of the composition of the Names Council, there will automatically be international and diverse participation.

ARTICLE VIII. MEETINGS AND ELECTIONS

The DNSO and all its components support the Internet; they are distributed around the world; and therefore, to the extent possible, all business of the DNSO, the Names Council, the Constituencies, and any Committees shall be conducted online, or otherwise without the requirement of physical meetings. The occurrence of required physical meetings shall be held to the minimum required by law, if the DNSO is incorporated.

Section 1. Annual Meeting and Election

The Annual Meeting of the DNSO shall be held at a time and place determined by the Names Council. Concurrent with the Annual Meeting will be an Annual Election of officers and Names Council members.

Section 2. Special Meetings and Elections

Special meetings of the DNSO shall be held at such times and places as the Names Council shall determine. Special Meetings shall also be called by the Names Council upon the request in writing of not less than xx percent of the DNSO Members, who shall specify in their request the business which they desire to be considered at the proposed meeting. In all such cases, if at all possible, the meetings will be conducted through online meeting procedures.

Similarly, special Elections of the DNSO shall be held at such times as the Names Council shall determine. Special Elections shall also be called by the Names Council upon the request in writing of not less than xx percent of the DNSO Members, who shall specify in their request the proposition to be voted on. In all such cases, if at all possible, the vote will be conducted through online voting procedures.

Section 3. Notice

Written notice of any physical meeting of the DNSO shall be given personally, by first class mail or via the Internet not less than 30 days before the date of each meeting and shall state the place, date and hour of the meeting and, if for a Special Meeting, shall also state the purpose or purposes for which the meeting is being called. [changed from 10 days to 30]

Meetings shall take place via telephone or similar communications equipment, or via online mailing lists or similar facilities, or at such other place as determined by the President, Names Council Chairperson or Committee Chairperson and specified in the notice of the meeting. A meeting using telephone or similar communications equipment by means of which all members participating in such meeting can hear each other shall constitute presence in person at such meeting.

Waiver by a member in writing of notice of a meeting, signed by the member, shall be equivalent to the giving of such notice. Attendance by a member, whether in person or by proxy, at a meeting shall constitute a waiver of notice of such meeting of which the member has had no notice, unless except when the member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 4. On-Line Participation

To ensure international and diverse participation, the proceedings of the DNSO and the Names Council, as well as all Committees of the DNSO, shall to the fullest extent possible, be conducted on-line.

Section 5. Quorum

A majority of the members of the DNSO, represented in person [or by proxy], shall constitute a quorum at all meetings, and the act of a majority of the members present at any such meetings at which there s a quorum will be the act thereof, unless the vote of a greater number is required by law, the Certificate of Incorporation or the By-Laws, in which case the vote of such greater number shall be requisite to constitute the act thereof. ^[16]

If a vote is held by electronic mail, all members shall be deemed present. If, after an electronic mail election, the number of voters is less than the quorum, after 5 days notice to all members of the DNSO posted by electronic mail, the same vote may be conducted againwith a quorum set to the number of participants in the first election. ^[17]

Section 6. Voting

[Members may vote in person or by written proxy dated not more than xx days before the meeting named therein. Proxies shall be filed with the Secretary before being voted. Except as otherwise limited therein, proxies shall entitle the member named therein to vote at any meeting or adjournment of such meeting but shall not be valid after the final adjournment of such meeting. A proxy purporting to be executed by a member shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger.]

Voting mechanisms will be developed by the Initial Names Council. It is expected that the voting mechanism will be via email ballots.

Section 7. Action by Written Consent

Any action required or permitted to be taken at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, is signed by all necessary members.

Section 8. Adjournment of Meetings

At any meeting, if less than a quorum is present, a majority of the members present, either personally or by proxy, shall have the power to adjourn the meeting without notice other than announcement at the meeting until a quorum shall be present.

Section 9. Rules of Order

All meetings of the DNSO, Names Council and Committees shall be conducted in accordance with the most recently revised edition of Robert's Rules of Order, unless such conduct would be in conflict with these By-laws or any applicable provision of law in which case these By-laws or such applicable provision of law shall govern.

Meetings conducted through online means, perhaps over email lists, shall develop appropriate Rules of Order. ^[18]

ARTICLE VII MEETINGS

1. Annual Meeting

The Annual Meeting of the DNSO for the election of officers and Names Council and for the transaction of such other business as may come before the meeting shall be held at a time and place determined by the Names Council.

2. Special Meetings

Special meetings of the DNSO shall be held at such times and places as the Names Council shall determine. Special Meetings shall also be called by the President upon the request in writing of not less than xx percent of the DNSO Members, who shall specify in their request the business which they desire to be considered at the proposed meeting.

3. Notice

Written notice of any meeting of the DNSO shall be given personally, by first class mail or via the Internet not less than ten days before the date of each meeting and shall state the place, date and hour of the meeting and, if for a Special Meeting, shall also state the purpose or purposes for which the meeting is being called.

Meetings shall take place via telephone or similar communications equipment, or at such other place as determined by the President, Names Council Chairperson or Committee Chairperson and specified in the notice of the meeting. A meeting using telephone or similar communications equipment by means of which all members participating in such meeting can hear each other shall constitute presence in person at such meeting.

Waiver by a member in writing of notice of a meeting, signed by the member, shall be equivalent to the giving of such notice. Attendance by a member, whether in person or by proxy, at a meeting shall constitute a waiver of notice of such meeting of which the member has had no notice, unless except when the member attends the meeting for the express purpose of objecting, at the beginning of the meeting, the transaction of any business because the meeting is not lawfully called or convened.

4. On-Line Participation

To ensure international and diverse participation, the proceedings of the DNSO and the Names Council, as well as all Committees of the DNSO, shall to the fullest extent possible, be conducted on-line.

5. Quorum

A majority of the members represented in person or by proxy shall constitute a quorum at all meetings, and the act of a majority of the members present at any such meetings at which there is a quorum will be the act thereof, unless the vote of a greater number is required by law, the Certificate of Incorporation or the By-Laws, in which case the vote of such greater number shall be requisite to constitute the act thereof.

6. Voting

Members may vote in person or by written proxy dated not more than xx days before the meeting named therein. Proxies shall be filed with the Secretary before being voted. Except as otherwise limited therein, proxies shall entitle the member named therein to vote at any meeting or adjournment of such meeting but shall not be valid after the final adjournment of such meeting. A proxy purporting to be executed by a member shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger.

7. Action by Written Consent

Any action required or permitted to be taken at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, is signed by all necessary members.

8. Adjournment of Meetings

At any meeting, if less than a quorum is present, a majority of the members present, either personally or by proxy, shall have the power to adjourn the meeting without notice other than announcement at the meeting until a quorum shall be present.

9. Rules of Order

All meetings of the DNSO, Names Council and Committees shall be conducted in accordance with the most recently revised edition of Robert's Rules of Order, unless such conduct would be in conflict with these By-laws or any applicable provision of law in which case these By-laws or such applicable provision of law shall govern.

XVII. MEETINGS

1. Annual Meeting

The Annual Meeting of the DNSO for the election of officers and Names Council and for the transaction of such other business as may come before the meeting shall be held at a time and place determined by the Names Council.

XVIII. Special Meetings

Special meetings of the DNSO shall be held at such times and places, as the Names Council shall determine. Special Meetings shall also be called by the Chairman upon the request in writing of not less than 15 percent of the DNSO Members, who shall specify in their request the business which they desire to be considered at the proposed meeting.

XIX. Access to Information

The DNSO shall publish, at least annually, a report describing its activities and including an audited financial statement and describing any payments made by the DNSO to Directors (other than reimbursements of expenses). Draft minutes of all DNSO meetings shall be published no later than 48 hours. The Names Council at its next regular meeting will formally approve minutes. All minutes, meetings, materials, and communications of the DNSO (and any committees thereof) shall be made publicly available immediately following approval by the Names Council.

XX. Notice. The Names Council shall post on the a public World Wide Web

Site: (a) Periodically a calendar of scheduled meetings for the upcoming year and

(b) in advance of each DNSO meeting or policy-recommendation proceeding, a notice of the fact and time that such meeting or proceeding will be held and, to the extent known an agenda for the meeting. If reasonably practicable the Names Council shall post notices of special meetings of the DNSO and of the Names Council at least fourteen (14) days prior to the meetings.

Prior to adoption of any policies that substantially affect the operation of the Internet or third parties, including all substantive information of any kind that is before any person or body within DNSO the Names Council will:

(a) provide public notice on the Web Site explaining what policies are being considered for adoption and why; (b) provide a reasonable opportunity for parties to comment on the adoption of the proposed policies, to see the comments of others, and to reply to those comments; and (c) After a reasonable comment period, decide whether to forward the proposed policies and all associated proceeding records as consensus proposals that have passed the pre-recommendation clearance process, and publishing the reasons for the action taken. As appropriate, the Names Council will facilitate the translation of final published documents into various appropriate languages.

XXI. On-line Participation

To ensure international and diverse participation, the proceedings of the DNSO and the Names Council, as well as all Committees of the DNSO, shall to the fullest extent possible, be conducted on-line.

XXII. Names Council Reconsideration.

The Names Council shall adopt policies and procedures through which a party affected by an action of the DNSO (either directly or indirectly) can seek reconsideration of that action. These policies and procedures may include threshold standards or othe requirements to protect against frivolous or non-substantive use of the reconsideration process. The Names Council may, in its sole discretion, provide for an independent review process by a neutral third party.

The Names Council shall establish Fair Hearing Panels to ensure openness, accountability, and transparency in its dealings with membership, potential membership and other members of the Internet community. Fair Hearing Panels shall be charged with collecting information from all interested parties, investigating where warranted, and presenting a report to the Names Council and to within a reasonable period of time.

XXIII. Names Council - Voting on Record

The Names Council shall record in its minutes the position and views of every Names Council member on every Names Council action.

XXIV. Quorum

A majority of the Domain Name members represented in person or by proxy shall constitute a quorum of the Domain Name class at all meetings, and the act of a majority of the Domain Name members present at any such meetings at which there is a quorum will be the act thereof, unless the vote of a greater number is required by law or the by-laws, in which case the vote of such greater number shall be requisite to constitute the act thereof.

One Third of the total of Registry members must vote to constitute a quorum of the Registry class. A quorum must be achieved in both the Domain Name class and the Registry class to constitute a valid quorum.

XXV. Voting by the Membership

Domain Name members may vote in person or by written proxy dated not more than 365 days before the meeting at which it is exercised. Except as otherwise limited therein, proxies shall entitle the member named therein to vote at any meeting or proceeding. A proxy purporting to be executed by a Domain Name member shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger.

Registry and registrar members may not vote by proxy in certain processes.

As all policies recommended by the DNSO must be implemented by TLD Registries in order to be effective, potential policies must be voted on by both classes of membership. In the course of the pre-recommendation enforceability review process, registries (and registrars, if applicable) may not vote by proxy.

XXVI. Action by Written Consent

Any action required or permitted to be taken at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, is signed by all necessary members.

XXVII. Adjournment of Meetings

At any meeting, if less than a quorum is present, a majority of the members present, either personally or by proxy, shall have the power to adjourn the meeting without notice other than announcement at the meeting until a quorum shall be present.

XXVIII. Rules of Order

All meetings of the DNSO, Names Council and Committees shall be conducted in accordance with the most recently revised edition of Robert's Rules of Order, unless such conduct would be in conflict with these DNSO By-laws or procedures establsihed by the NC, in which case these DNSO By-laws or such applicable procedures shall govern.

6.0. ACCESS TO INFORMATION

6.1 Minutes and Reports.

The DNSO shall publish, at least annually, a report describing its activities and including an audited financial statement and describing any payments made by the DNSO to Directors (other than reimbursements of expenses). Draft minutes of all DNSO meetings shall be published no later than 48 hours. The Names Council at its next regular meeting will formally approve minutes. All minutes, meetings, materials, and communications of the DNSO (and any committees thereof) shall be made publicly available immediately following approval by the Names Council.

6.2 DNSO Web Site.

The Names Council shall post on the a public World Wide Web Site:

(a) Periodically a calendar of scheduled meetings for the upcoming year, and

(b) in advance of each DNSO meeting or policy-recommendation proceeding, a notice of the fact and time that such meeting or proceeding will be held and, to the extent known an agenda for the meeting. If reasonably practicable the Names Council shall post notices of special meetings of the DNSO and of the Names Council at least fourteen (14) days prior to the meetings. As appropriate, the Names Council will facilitate the translation of final published documents into various appropriate languages.

6.3 On-line Participation

To ensure international and diverse participation, the proceedings of the DNSO and the Names Council, as well as all Committees of the DNSO, shall to the fullest extent possible, be conducted on-line.

ARTICLE IX. REMOVAL, SUSPENSION AND EXPULSION

Section 1. Removal of Officers and Committee Chairpersons

Any Officer or Committee Chairperson may be removed from office by avote of two-thirds of the entire Names Council for failure or refusal to perform the duties of the office properly, or for conduct bringing the DNSO into disrepute. Absence of an Officer of Committee Chairperson from three consecutive meetings may be deemed by the Names Council to be failure to perform the duties of the office properly.

Section 2. Suspension or Expulsion of a Member or Disqualification

A. A member may be suspended for a period or expelled for cause such as violation of any of the By-laws of the DNSO or for conduct prejudicial to the best interests of the DNSO.

B. A member may be temporarily or permanently disqualified from serving as a member for cause, such as violation of any of the By-laws of the DNSO or for conduct prejudicial to the best interests of the DNSO.

C. Suspension, expulsion or disqualification of a member shall be by a two-thirds vote of the entire Names Council, provided that a statement of the charges shall have been mailed to the member under charges at the last recorded address at least fifteen (15) days before final action is to be taken thereon, accompanied by a notice of the time when and place where the Names Council is to take action.

The member shall be given an opportunity to be present at the time and place mentioned in such notice and to present a defense, including the right of representation by counsel and the right of cross-examination.

ARTICLE VIII REMOVAL, SUSPENSION AND EXPULSION

1.Removal of Officers and Committee Chairpersons

Any Officer or Committee Chairperson may be removed from office by a vote of two-thirds of the entire Names Council for failure or refusal to perform the duties of the office properly, or for conduct bringing the DNSO into disrepute. Absence of an Officer of Committee Chairperson from three consecutive meetings may be deemed by the Names Council to be failure to perform the duties of the office properly.

2. Term of Paid Employees

Notwithstanding any provisions of these By-laws to the contrary, paid employees of the DNSO shall hold office and employment at the pleasure of the Names Council, and paid employees shall not be eligible to membership on the Names Council.

3. Suspension or Expulsion of a Member or Disqualification

1. A member may be suspended for a period or expelled for cause such as violation of any of the By-laws of the DNSO or for conduct prejudicial to the best interests of the DNSO.
2. A member may be temporarily or permanently disqualified from serving as a member for cause, such as violation of any of the By-laws of the DNSO or for conduct prejudicial to the best interests of the DNSO.
3. Suspension, expulsion or disqualification of a member shall be by a two-thirds vote of the entire Names Council, provided that a statement of the charges shall have been mailed to the member under charges at the last recorded address at least fifteen (15) days before final action is to be taken thereon, accompanied by a notice of the time when and place where the Names Council is to take action. The member shall be given an opportunity to be present at the time and place mentioned in such notice and to present a defense, including the right of representation by counsel and the right of cross-examination.

XXIX. REMOVAL, SUSPENSION AND EXPULSION

1. Removal of Name Council Members and Fair Hearing Panel Officers

Any Name Council Member or Fiar Heraing Panel Officer may be removed from office by a vote of two-thirds of the membership for failure or refusal to perform the duties of the office properly, or for conduct bringing the DNSO into disrepute. [**Discussion Point]

9.0 DUES, FEES, AND ASSESSMENTS

9.1 Review of Finances

The DNSO may raise funds. The Names Council shall review the DNSO dues, fees, and assessments at least annually to ensure that usual and expected DNSO fiscal obligations will be satisfied.

9.2 Establishment of Dues, Fees, and Assessments.

Dues and fees shall be set by the Names Council annually. At the first Names Council meeting of the year, the Treasurer shall present the fiscal history, status and projections for the DNSO, and shall propose dues and fees for the next year. The Names Council shall adopt dues and fees for the next year in time to be reported by the Treasurer or President to the membership to be effective the subsequent year. Assessments to Affilliate Organizations may be proposed at any time.

10.0 WEB SITE

10.1 Establishment of WebSite.

The DNSO shall sponsor and operate a web site, maintained by an appointed Webmaster, that will contain copies of the DNSO Constitution, these Bylaws, all meeting minutes, Requests for Comments, Report and Recommendations, and all proposals for action at Names Council meetings. The DNSO also shall maintain a mailing list or publicly available newsgroup for the public discussion of DNSO business.

10.2 Webmaster.

The DNSO's webmaster may serve indefinitely, subject to mutual agreement with the President. The compensation for the Webmaster, if any, may be set by the President, with the advice and consent of the Names Council. The Webmaster shall be an ex-officio member of the Names Council, without vote, unless otherwise elected to the Names Council.

10.3 Responsibilities of Webmaster.

The DNSO's Webmaster shall be responsible for implementing the internet publication of all DNSO governance documents, meeting minutes and audio files, and such other publications that the DNSO shall make available to the public. The Webmaster shall also maintain all DNSO mailing lists and newsgroups and ensure that they are operational, flexible, and responsive to the needs of the DNSO membership.

10.4 Additional Assistance.

With the approval of the Names Council, the President or a representative designated by the President may make arrangements with other entities to provide some or all of the services required of the DNSO's Webmaster.

7.0 DUES, FEES, AND ASSESSMENTS

7.1 Review of Finances.

The DNSO may raise funds. The Names Council shall review the DNSO dues, fees, and assessments at least annually to ensure that usual and expectedDNSO fiscal obligations will be satisfied.

7.2 Establishment of Dues, Fees, and Assessments.

Dues and fees shall be set by the Names Council annually. At the first Names Council meeting of the year, the Chair shall present the fiscal history, status and projections for the DNSO, and shall propose dues and fees for the next year. The Names Council shall adopt dues and fees for the next year in time to be reported by Chair to the General Assembly to be effective the subsequent year.

V.  POLICIES FOR DISCLOSURE TO THE CORPORATION BY MEMBERS OF OR PARTICIPANTS IN THE DNSO OF CONFLICTS OF INTEREST OR OTHER FINANCIAL INTERESTS IN MATTERS WITHIN THE SCOPE OF THE DNSO.

These policies shall be the same as those for the Board of the Corporation.

ARTICLE X. CONFLICT OF INTEREST

Any contract or other transaction between the DNSO and any firm, corporation or association of which one or more of the DNSO members? are members, shareholders, directors, officers or employees, or in which they are interested, shall be valid, provided (i) the fact of such interest is previously disclosed or known to the DNSO, and (ii) he DNSO shall nevertheless authorize, approve and ratify such contract or transaction at a meeting of the DNSO by a vote of a majority of the members present, such interested member or members to be counted in determining whether a quorum is present, but not to be counted in calculating the majority of such quorum necessary to carry such vote. The awarding of contracts shall take place in a fair and non-discriminatory process.

ARTICLE XI. FUNDING AND FEES

Section 1. Funding

The DNSO shall fund all costs of DNSO and Names Council membership and other meetings and communications, and all administrative and other costs associated with membership, from DNSO general membership fees and Constituency membership fees, as established from time to time. DNSO membership fees shall be a low fixed rate, initially 50 US dollars per year.

There shall be no Constituency fee for membership in the At-Large Constituency.

Membership fees for Constituencies other than the At-Large Constituency shall be adjusted to meet the yearly budget of the DNSO, as described in Section 2, below. Because the budget will not be defined when the DNSO is created, the initial Constituency membership fee in all Defined Constituencies (except the At-Large) shall be 500 US dollars per year.

Membership fees are cumulative. A DNSO member must pay the DNSO membership fee plus the sum of all the Constituency Membership Fees for Constituencies of which it is a member.

Section 2. Assessment and Collection of Membership Fees

The DNSO shall fund its activities directly related to administrative costs of managing the membership primarily from DNSO membership fees. All other expenses will be funded through Constituency membership fees.

The Names Council will calculate the income required from Constituency fees by summing the budgeted amount for all expenses, including the amount of any surplus or deficit from the preceding year, adding a fixed percentage of [xx]% for a reserve, and deducting the amount of budgeted income from DNSO membership fees.

[That is:
Budgeted expenses for next year - Carryover from previous year (surplus or deficit) - Projected DNSO membership fees + Required Reserve

Liability for this amount will be divided among the Defined Constituencies in direct proportion to the number of representatives the Constituency has on the Names Council (not counting the representatives of the At-Large). This liability will be divided up among the members of the Constituency in accord with rules determined by those members and approved by the Names Council.

[Example: Suppose the "Income required from Constituency Fees" was $750,000. There are 21 total members of the NC; 3 of them from the At-Large, 18 of them from Defined Constituencies, and 6 from the Registry Constituency. Therefore, the Registry Constituency would be liable for 6/18 (33%) of the total Constituency Membership Fees, or $250,000. If there were 250 registries, and they decided to per registry would be $1000. Of course, they could also decide to assess the fees according to size of registry, or something like that.]

New members' dues liability shall commence on the first of the month next following receipt of its application for membership, and its dues shall be pro-rated from that date to the end of the calendar year. No member shall have the right to vote, make motions, nominate candidates, or otherwise participate in the activities of the DNSO until it has paid its dues in full. The annual dues of all members for each calendar year shall be due and payable on xx/xx of that year. Notice to this effect shall be sent to each member whose dues remain unpaid at the end of thirty days thereafter.

Any member whose annual dues remain unpaid 30 days after xx/xx shall be deemed to be delinquent and the rights of such members as members shall cease forthwith. Written notice to that effect shall be sent promptly to such member, and any member whose dues remain unpaid on xx/xx shall be dropped automatically from membership and promptly notified thereof. Members who have been so dropped may re-apply for

membership on payment of any delinquency, and such application will

be handled as a new membership application.

Section 3. ICANN Support Fees

Certain of the Constituencies may in addition pay fees for the support of ICANN. These fees are in addition to either general membership fees or Constituency membership fees. Details concerning these additional fees shall be developed in conjunction with ICANN.

[Note: These ICANN support fees are not the fees that registries/registrars might have to pay to ICANN to support the DNS system -- those will almost certainly be collected and enforced through direct contract with ICANN, since DNSO has no way to force registries to be members of DNSO. It is not clear that there will actually be any fees in this class.]

Section 4. Changing Membership Fees

The basic membership fees can only be changed by resolution of the general membership by affirmative vote of at least 4/5 of the general membership voting on the resolution, with a minimum quorum of 4/5 of those eligible to vote. The membership may not vote to reduce membership fees without a substantiated showing that expenses of the DNSO can be met by the reduced fees.

Section 5. Budget

The Treasurer shall not later than November 1 of each year prepare for the Names Council a budget for the following year. The Names Council shall consider this submitted budget, and publish a final version no later than January 1.

ARTICLE IX. CONFLICT OF INTEREST

Any contract or other transaction between the DNSO and any firm, corporation or association of which one or more of the DNSO members' are members, shareholders, directors, officers or employees, or in which they are interested, shall be valid, provided (i) the fact of such interest is previously disclosed or known to the DNSO, and (ii) the DNSO shall nevertheless authorize, approve and ratify such contract or transaction at a meeting of the DNSO by a vote of a majority of the members present, such interested member or members to be counted in determining whether a quorum is present, but not to be counted in calculating the majority of such quorum necessary to carry such vote. The awarding of contracts shall take place in a fair and non-discriminatory process.

I. CONFLICT OF INTEREST

Any by the Names Council in which a Names Council member is personally and directly interested, shall be valid, provided (i) the fact of such interest is previously disclosed or known to the Names Council, and (ii) the Names Council shall nevertheless authorize, approve and ratify such action at a meeting of the Names Council by a vote of a majority of the members present, such interested member or members to be counted in determining whether a quorum is present, but not to be counted in calculating the majority of such quorum necessary to carry such vote.

11.0 ORGANIZING COMMITTEE

11.1 Powers of Organizing Committee.

The Organizing Committee shall have the following powers:

(i) to initiate and oversee initial elections to form the Names Council;

(ii) to create and maintain the initial DNSO web site and mailing lists; and

(iii) to solicit, review, and approve applications for recognition as an Affiliate Organization.

11.2 Composition of Organizing Committee.

The Organizing Committee shall consist of the Chair of the AIP Board of Directors, the AIP Executive Director, [add officers of organizations wishing to participate with the AIP] and such other persons as they shall appoint to work with them on the matters listed in 11.1 above.

8.0 CONFLICT OF INTEREST

Any by the Names Council in which a Names Council member is personally and directly interested, shall be valid, provided

1. the fact of such interest is previously disclosed or known to the Names Council, and
2. the Names Council shall nevertheless authorize, approve and ratify such action at a meeting of the Names Council by a vote of a majority of the members present, such interested member or members to be counted in determining whether a quorum is present, but not to be counted in calculating the majority of such quorum necessary to carry such vote.

VI.  METHODS FOR FUNDING THE DNSO AND PROVIDING FUNDING FOR THE CORPORATION

The DNSO shall fund all costs of DNSO and Names Council membership and other meetings and communications, and all administrative and other costs associated with membership, from membership fees as established from time to time.  Membership fees shall be set at a level sufficient to cover administrative and other costs associated with membership, including the cost of verification of identity.

The constituencies 1-5 shall fund all other expenditures and contributions to ICANN.

The Names Council shall draw up a budget for each calendar year which shall include receipts and all expenditures for which the DNSO is responsible.  These include the contributions payable to ICANN, the administrative costs for DNSO and other expenditures for membership meetings, conferences and hearings.  The budget shall include a provision for reasonable reserves, not to exceed [xx]% of the previous year's budget.  

Members of the Names Council shall serve without compensation, provided, however, that members of the Names Council may be reimbursed by the DNSO for out of pocket expenses incurred in connection with their function if the expense is objectively necessary, and if the member seeking reimbursement can document the expense and show plausibly that the member could not perform the member's duties as a member of the Names Council without such reimbursement.

Members of the DNSO shall provide funding as follows:

A.  Each member must pay annual dues in an amount equivalent to US$xx [$50-$100].

Membership fees can only be changed by resolution of the entire membership by affirmative vote of at least 80% of the membership [eligible to vote] [voting on the resolution].  The membership may not vote to reduce membership fees without a substantiated showing that expenses of the DNSO can be met by the reduced fees.

B.  Pursuant to the Corporation's Bylaws Art. VI, Sec.3(b)(vi) and Art XI, Sec.4(b), fees and charges imposed by the Corporation shall be passed along by the DNSO to the parties receiving the services or benefits provided by the Corporation.  Any other amounts in the DNSO budget that are not covered by the membership fees referred to in A. above shall be paid by each constituency in an amount proportional to its number of representative members on the Names Council.  

C.  Payments required to be made can only be changed by an affirmative vote of at least 80% of the Names Council, and only after the Names Council has consulted with all the constituences regarding the change.  [The change must be approved by the ICANN Board.]

D.  Each year's budget must be submitted by the Names Council to each of the constituencies for approval.  If the constituencies do not unanimously approve the budget, it shall be submitted to the entire DNSO membership for approval.  Approval by the DNSO membership shall be decided by a simple majority vote of [the members voting] [all eligible voters].  If the membership does not approve the budget, the budget shall be submitted to the Board of the Corporation which shall have the power to determine the budget.

E.  Any surplus from membership fees in a fiscal year shall be carried forward to the next year's budget.  

F.  The Names Council shall appoint, by vote of at least 50% of the Council, one of its members to be the Treasurer of the DNSO, who shall have administrative control over receipts and expenditures.  If the Treasurer finds that receipts or expenditures are significantly different from the budgeted amounts, the Treasurer shall propose an amended budget, which shall be subject to adoption and approval in the same manner as the original budget.

ARTICLE XII. INDEMNIFICATION

The DNSO shall indemnify the Names Council, Officers, and Committee Chairpersons for acts within their respective authorities to the full extent permitted by the law of the jurisdiction of incorporation, and the DNSO shall indemnify to the same extent members of committees, other volunteers authorized to act on behalf of the DNSO and any employees of the DNSO. Any question as to whether a person is eligible for indemnification in a specific matter shall be determined either by a special Committee of at least three members of the Names Council who are not parties to the matter and who are appointed by he Names Council, or in a written opinion by an independent legal counsel who shall be designated by the Names Council.

ARTICLE X INDEMNIFICATION

The DNSO shall indemnify all Officers and Committee Chairpersons for acts within their respective authorities to the full extent permitted by the Not-For-Profit Corporation Law of the State of California, and the DNSO shall indemnify, to the same extent as Officers and Committee Chairpersons, all Counsel, members of committees, other volunteers authorized to act on behalf of the DNSO and employees of the DNSO. Any question as to whether a person is eligible for indemnification in a specific matter shall be determined either by a special Committee of at least three Officers who are not parties to the matter and who are appointed by the Names Council, or in a written opinion by an independent legal counsel who shall be designated by the Names Council.

II. INDEMNIFICATION

The ICANN shall indemnify all Names Council members and those working as agents of the DNSO for acts within their respective authorities to the full extent permitted by the Not-For-Profit Corporation Law of the State of California. Dues raised by the DNSO shall provide funds for any necessary insurance to cover such indemnification obligations.

9.0 INDEMNIFICATION

The ICANN shall indemnify all Names Council members and those working as agents of the DNSO for acts within their respective authorities to the full extent permitted by the Not-For-Profit Corporation Law of the State of California. Dues raised by the DNSO shall provide funds for any necessary insurance to cover such indemnification obligations.

QUALIFICATIONS FOR MEMBERSHIP IN THE DOMAIN NAME SUPPORTING ORGANIZATION (pursuant to Art.  VI, Section 2 of the Bylaws of Internet Corporation for Assigned Names and Numbers (the "Corporation"))

The following are the qualifications for participation by any entity or organization for membership in the Domain Name Supporting Organization ("DNSO"), as described in Article VI, Section 2 of the Bylaws of Internet Corporation for Assigned Names and Numbers (the "Corporation"):

Any entity or individual person with a legitimate interest in the Internet is eligible to be a member of the DNSO.

APPENDIX B

QUALIFICATIONS FOR MEMBERSHIP IN THE CONSTITUENCIES

The following are the qualifications for participation by any entity or organization for membership in the constituencies, as described in Article I of this application:

1) Any entity or organization that is either  

1. A name registry (defined as an entity with write authority to a zone referenced by a TLD),
2. Or a registrar of generic/global or country-code top- level domains ("TLDs") (defined as an entity with a direct contractual relationship with a registry to register names within a TLD zone),  
3. Or a network operator or service provider (defined as a legal person operating a name server for clients and offering Internet connectivity to third parties),  
4. Or other business or organizations (defined as any legally constituted organization with a legitimate interest in Domain Name issues),
5. Or an organization representing trademark interests, defined as entities primarily concerned with trademarks or defending business against counterfeiting.

2) Associations of organizations qualified to participate in the constituencies may also become members, as may associations of associations (umbrella associations) whose members meet the conditions for participation in the constituencies.  Associations and umbrella associations must, however, be legally recognized entities with substantial numbers of members.  The Names Council will decide any questionable cases.

ARTICLE XIII. AMENDMENTS

These By-laws may be amended at any meeting of the DNSO by a wo-thirds ^[19] vote of the members, provided, that the Secretary shall have mailed notice in writing to all members, stating the proposed amendments in full, not less than twenty days prior to the meeting at which such amendments to these By-laws are to be voted upon.

^[1] included language from ORSC bylaws

^[2] general membership from ICC comments

^[3] depending on input from ICANN, and the issue of incorporation

^[4] The Constituency system serves several functions:

1. It reduces the risk of capture by flooding of the membership;
2. being a member of a constituency gives additional representational effectiveness, a quid pro quo for the higher fees of belonging to a constituency;
3. an At-Large constituency allows individual and small business membership while minimizing the risk of capture of the DNSO through flooding of individual members. Note that the At-Large Constituency is not intended purely as a parking place for individuals -- small businesses or other organizations that may not wish to cover the higher costs of belonging to one of the other Constituencies may wish to participate through the At-Large Constituency, as well.

Constituencies are expected to form their own organizational substructure, as they will need to conduct votes and make internal decisions. They are required to maintain the same standards of transparency, openness, fairness, etc, as the DNSO.]

^[5] We include a possible sixth Defined Constituency that was mentioned by Mike Heltzer.

^[6] Which may included non-profit public interest, educational, and other institutions.

^[7] Trademark owners included at ICC suggestion

^[8] Per NSI's comments concerning incorporation, these bylaws attempt to cover both possibilities -- incorporation or not. It is realized, of course, that if the DNSO is incorporated that jurisdiction-dependent modifications will need to be made.

^[9] In accord with the ICC comments, "[XX]" has been inserted next to each specific number of representatives, indicating where changes might be made. The original DNSO numbers are retained for reference.

^[10] The discussion of geographical diversity and the following section on voting represents a rather involved consensus reached after much discussion in Monterrey. Though the result is complex, we believe that it actually does solve a rather difficult problem, and that it will be very hard to come up with a better solution.

^[11] The bracketed section would obviously be removed if the representation numbers change.

^[12] This is to give a strong incentive to Constituencies to guarantee geographical diversity within their nominees.

^[13] A possible review mechanism: Any NC policy must be posted on the DNSO web site for 7 days; during that time, if (say) 10% of the membership insists on a vote, the NC will conduct an online poll of DNSO members; if XX% reject the policy it is killed. The percentages can be tuned to adjust the relative trust in the Names Council.

^[14] The term "rough consensus" is a term of art used frequently in the context of online Internet decision making. It may be unfamiliar to many.

The obvious meaning is "substantial agreement among all parties", which could easily be formalized as a super-majority vote (80% or more majority). However, in the Internet context there is also an implied process of constant communication and incremental decision making, and the applicability of "rough consensus" to a policy making body like the DNSO not completely clear.

A pure consensus decision rule grants veto power to a single vote; rough consensus gives great weight to dissent, but requires That there be multiple or "significant" dissenting voices. Therefore, rough consensus rules still allow veto by a small minority. This means that, it can't work in a situation where there is a minority determined to block any action -- a very real possibility in the DNSO.

For this reason, a body like the DNSO cannot operate totally by rough consensus methods -- there must be a backstop method where hard choices can be made. In this document there is frequent reference, therefore, to votes with various majority criteria -- simple majority, two-thirds, three-quarters, four-fifths, and so on, depending on the nature of the decisions involved.

^[15] The DNSO membership will elect a president, secretary, and treasurer. The president will sit on the names council, but have no vote. There aren't many responsibilities for President. Election will be for one year terms during the same election that selects the next roll-over of NC members.

The Officers of the DNSO will take the role of fulfilling corporate legal requirements, if the DNSO is incorpated. They have no policy-making role with respect to DNS issues or other matters for which ICANN contracts with the DNSO, and they take executive direction from the Names Council.

^[16] Serious concerns have been raised about proxies; we try to avoid mention of them, but in places leave in bracketed reference. It is expected that online voting techniques would largely eliminate the need for proxies. Online voting techniques have implications for the quorum rules, as well.

^[17] A concern about voter apathy in online elections was mentioned on one of the lists -- this section addresses that concern. In an online vote it is assumed that all members receive notice, and that it is no more difficult to vote than it is to send in a proxy.

^[18] These are envisioned to be similar to the rules on ORSC list.

^[19] Noted from the ICC comments

These By-laws may be amended at any meeting of the DNSO by a majority vote of the members, provided, that the Secretary shall have mailed notice in writing to all members, stating the proposed amendments in full, not less than twenty days prior to the meeting at which such amendments to these By-laws are to be voted upon.

III. AMENDMENTS

These DNSO By-laws shall be adopted by the ICANN as part of its By-laws and/or board resolutions. Consequently, these DNSO By-Laws may only be amended by a 3/4 vote of both membership classes provided, that notice have been mailed in writing to all members, stating the proposed amendments in full, not less than twenty days prior to the meeting at which such amendments to these By-laws are to be voted upon.

10.0 AMENDMENTS

These DNSO By-laws shall be adopted by the ICANN as part of its By-laws and/or board resolutions. Consequently, these DNSO By-laws may only be amended by a 3/4 vote of both membership classes provided, that notice have been mailed in writing to all members, stating the proposed amendments in full, not less than twenty days prior to the meeting at which such amendments to these By-laws are to be voted upon.

A. Term of office of Names Council members.

Names Council representatives shall be elected by their constituencies and terms of office shall be staggered for continuity. The term of office shall normally be of three years.

One-third of the membership of the initial Names Council must retire after one year in office, and another one-third of the membership after a second year.

In case a new constituency is recognised, and the Names Council decides against allocating new seats, the vacancies arising may be filled by representatives of the new constituency.

B. Normalisation of votes

Each side of the supplier/consumer equation shall receive a multiple of the lowest common multiple of the number of seats in constituencies such that each seat has an integer number of number of votes. Subject to these constraints, the Names Council may decide how many votes are available in total for a given number of seats and constituencies.

C. Balance between Suppliers and Consumers.

The total number of votes available to supplier constituencies shall be equal to the total available to consumer constituencies.

D. Process for adding further constituencies.

Where it has been agreed that a prospective constituency has satisfied the requirements in section B above, the names council must vote to recognise the new constituency. A supermajority of at least 3/4 of the votes must be in favour of recognition for the new constituency to be accepted. Upon recognition of a new constituency, balance of votes between suppliers and Consumers must be maintained. To achieve this, the Names Council is free to add more seats to the council, remove seats from the council and/or alter the weighting of each vote using normalisation as described in section C above.

E. Constituency requirements.

The promoters of the proposed constituency must persuade the Names Council that the proposed constituency:

(a) Complies with ICANN bylaws.

(b) Is globally diverse as far as possible. If some ICANN defined region(s) have no representation at time of recognition as a constituency, there must be fair, open processes for adding those geographical regions when representation for those regions in that constituency becomes possible.

(c) Has appropriate consensus procedures.

(d) Has no significant overlap with existing constituencies, and procedures to ensure that this remains the case.

(e) Has a representative procedure for bringing people forward for the Names Council. The constituency must declare whether it is a supplier or consumer constituency.

F. Voting procedures in the Names Council

For the purposes of voting on the Names Council, a constituency may delegate one or more of its Names Council representatives to participate in the Names Council meeting. Votes assigned to the constituency shall be divided be the number of constituency representatives present, physically or electronically, at the meeting. Constituencies may delegate any Names Council member to vote on their behalf. (e.g. if all consumer constituencies were in agreement on an issue, it would be necessary to only have one person present at the Names Council meeting to represent all those constituencies and thus that person would represent 1/2 of the total votes available).

To change the status quo, a supermajority of at least 3/4 the total number of votes must be in favour of the proposed change.

When voting to appoint the chair of the Names Council, the procedure will involve single seat, single transferable voting. A candidate with (50% +1) of the votes will automatically be elected. If the newly elected chair is a member of the Names Council, that person shall lose their voting rights on the Names Council and the affected constituency must choose another representative to take their place.

Membership of the Names Council will not be a necessary qualification for a candidate for the chair.