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On February 24,
2002, ICANN President Stuart Lynn
proposed
a new structure for the
corporation,
saying that the original concept of a purely
private sector body, based on consensus and
consent, was not workable "because it leaves
ICANN isolated from the real-world
institutions." Complaining that ICANN is
overburdened with process, underfunded and
understaffed, Lynn proposes replacing ICANN's
"unstable institutional foundations" with a
public-private partnership, rooted in the
private sector but with the active backing and
participation of national governments. It's a
desperate, coat-tail approach to acquire the
authority and deep-pockets funding that have
eluded ICANN since its inception.
Under Lynn's
restructure, there would be no At-Large ICANN
board elections for directors representing each
of five global regions. Instead of directors,
Lynn proposes a board consisting of 15 trustees;
one-third chosen by national governments,
one-third picked by a Nominating Committee
confirmed by the trustees, and one-third as
ex-officio trustees consisting of ICANN's
president and representatives appointed by three
new Policy Councils and a Technical Advisory
Committee.
Lynn describes
ICANN as an incredibly ambitious but impractical
"experiment" that has failed to meet its
original expectations and hopes. What is certain
is that Lynn's new Policy Structure/Power
Structure proposal has taken center stage,
distracting the public from the lackluster
launches of ICANN's new TLDs and usurping the
work of the At
Large Study Committee
and NGO
and Academic ICANN Study.
The two columns
below compare the initial ICANN Bylaws of
November 6, 1998 and the latest,
pre-Lynn-restructure-proposal iteration, amended
on February 12, 2002. The changes between the
two documents are too extensive to indicate by
color coding.
Significantly,
Article
II - Membership,
states in the original bylaws:
This
Article is reserved for use when the
Corporation has
members.
Yet, Article II
of the cureent bylaws begins,
The
Corporation shall not have members as defined
in the California Nonprofit Public Benefit
Corporation Law ("CNPBCL"), notwithstanding
the use of the term "Member" in these
bylaws.
The original
"election" has been changed to "selection" but
Lynn is unequivocal in his lack of support for
an At Large Membership:
The
single largest distraction from what should
have been the central ICANN focus has been
the many competing notions of an At Large
membership. .
.
. When
it comes right down to it, governments or
bodies appointed with government involvement
can, it seems to me, certainly stake a better
claim to truly reflect the public interest
than a few thousands of self-selected voters
scattered around the world. I am now
persuaded, after considerable reflection,
that this concept was flawed from the
beginning. The notion is noble but deeply
unrealistic, and likely to generate more harm
than good. . . .I have come to the conclusion
that the concept of At Large membership
elections from self-selected pool of unknown
voters is not just flawed, but fatally
flawed, and that continued devotion of
ICANN's very finite energy and resources down
this path will very likely prevent the
creation of an effective and viable
institution.
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Date
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Adopted
Bylaws with Revisions, Amendments,
Restatements
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|
12-Feb-02
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Amended
ICANN Bylaws
{as
restated on October 29, 1999 and
amended through February 12, 2002)
Iteration 11
|
|
16-Jul-00
|
Amended
ICANN
Bylaws:
{as restated on October 29, 1999 and
amended through July 16, 2000),
Iteration 10
|
|
10-Mar-00
|
ICANN
Bylaws
(Revised):
{as restated on October 29, 1999),
Iteration 9
|
|
29-Oct-99
|
CANN
Bylaws
(Revised):
Amended and restated, Iteration
8
|
|
27-Sep-99
|
ICANN
Bylaws
(Revised):
Iteration 7
|
|
26-Aug-99
|
ICANN
Bylaws
(Revised):
Iteration 6
|
|
12-Aug-99
|
ICANN
Bylaws
(Revised):
Iteration 5
|
|
27-May-99
|
ICANN
Bylaws
(Revised):
Iteration 4
|
|
31-Mar-99
|
ICANN
Bylaws
(Revised):
Iteration 3
|
|
21-Nov-98
|
ICANN's
Bylaws
(Revised):
Iteration 2
|
|
06-Nov-98
|
ICANN's
Adopted
Bylaws:
Initial Bylaws
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ICANN
BYLAWS TABLE OF CONTENTS
- ARTICLE
I: OFFICES AND SEAL
- ARTICLE
II: MEMBERSHIP
- ARTICLE
III: TRANSPARENCY AND
PROCEDURES
- ARTICLE
IV: POWERS
- ARTICLE
V: STRUCTURE OF THE BOARD OF
DIRECTORS
- ARTICLE
VI: SUPPORTING ORGANIZATIONS
- ARTICLE
VI-A: THE ADDRESS SUPPORTING
ORGANIZATION
- ARTICLE
VI-B: THE DOMAIN NAME SUPPORTING
ORGANIZATION
- ARTICLE
VI-C: THE PROTOCOL SUPPORTING
ORGANIZATION
- ARTICLE
VII: COMMITTEES
- ARTICLE
VIII: OFFICERS
- ARTICLE
IX: INDEMNIFICATION OF DIRECTORS, OFFICERS
EMPLOYEES AND OTHER AGENTS
- ARTICLE
X: GENERAL PROVISIONS
- ARTICLE
XI: FISCAL MATTERS
- ARTICLE
XII: AMENDMENTS
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BYLAWS
FOR INTERNET CORPORATION
FOR ASSIGNED NAMES AND NUMBERS
A
California Nonprofit
Public Benefit
Corporation
November 6, 1998
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BYLAWS
FOR INTERNET CORPORATION
FOR ASSIGNED NAMES AND NUMBERS
A
California Nonprofit
Public Benefit
Corporation
As Amended and Restated on 29 October 1999
and
Amended Through 12 February
2002
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|
ARTICLE
I: OFFICES AND SEAL
Section
1. OFFICES
The
principal office for the transaction of the
business of this corporation (the "Corporation")
will be in the County of Los Angeles, State of
California, United States of America. The
Corporation may also have an additional office
or offices within or outside the United States
of America as the Board of Directors (the
"Board") may from time to time
establish.
Section
2. SEAL
The
Board may adopt a corporate seal and use the
same by causing it or a facsimile thereof to be
impressed or affixed or reproduced or
otherwise.
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ARTICLE
I: OFFICES AND SEAL
Section
1. OFFICES
The
principal office for the transaction of the
business of this corporation (the "Corporation")
will be in the County of Los Angeles, State of
California, United States of America. The
Corporation may also have an additional office
or offices within or outside the United States
of America as the Board of Directors (the
"Board") may from time to time
establish.
Section
2. SEAL
The
Board may adopt a corporate seal and use the
same by causing it or a facsimile thereof to be
impressed or affixed or reproduced or
otherwise.
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ARTICLE
II: MEMBERSHIP
(This
Article is reserved for use when the Corporation
has members.)
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ARTICLE
II: MEMBERSHIP
Section
1. GENERAL
The
Corporation shall not have members as defined in
the California Nonprofit Public Benefit
Corporation Law ("CNPBCL"), notwithstanding the
use of the term "Member" in these bylaws, in a
selection plan adopted by Board resolution, or
in any other action of the Board. Instead, the
Corporation shall allow individuals (described
in these bylaws as "Members") to participate in
the activities of the Corporation as described
in this Article II and in a selection plan
adopted by Board resolution, and only to the
extent set forth in this Article II and in a
selection plan adopted by Board
resolution.
Section
2. PLAN FOR SELECTION OF FIVE "AT LARGE"
DIRECTORS IN THE YEAR 2000
Five
persons shall be nominated and selected by no
later than November 1, 2000, to become "At
Large" Directors according to a selection plan
adopted by the Board. They shall be seated at
the conclusion of the Annual Meeting of the
Corporation in 2000.
Section
3. TERMS OF "AT LARGE" DIRECTORS
The
five "At Large" Directors seated as described in
Section 2 shall serve terms that expire at the
conclusion of the Annual Meeting of the
Corporation in 2002.
Section
4. TEMPORARY COMMITTEES
There
shall be two temporary committees to assist in
implementing the selection plan mentioned in
Section 2 of this Article. The first Committee,
the Nominating Committee, shall consist of four
Directors of the Corporation and three other
individuals, one of whom shall be the current
Chair of the Internet Architecture Board. It
shall have the responsibility for nominating
individuals for possible selection as "At Large"
Directors. Notwithstanding anything to the
contrary in Article III, Section 4, its choice
of nominees shall not be subject to review or
reconsideration by the Board. The second
committee, the Election Committee, shall consist
of three Directors of the Corporation and four
other individuals, including at least one with
significant expertise in monitoring elections to
ensure compliance with election procedures. It
shall have the responsibility of recommending to
the Board procedures for carrying out and
overseeing the selection of five "At Large"
Directors under the selection plan. Each
committee shall serve pursuant to a charter
adopted by the Board, and will cease to exist as
soon as it has carried out the functions
identified in that charter. Each committee will
establish its own rules and procedures, which
must be consistent with its charter.
Section
5. STUDY OF "AT LARGE" MEMBERSHIP
Beginning
immediately following the conclusion of the
Annual Meeting of the Corporation in 2000, the
Corporation shall initiate a comprehensive study
of the concept, structure and processes relating
to an "At Large" membership for the Corporation.
The study shall be structured so as to allow and
encourage the participation of organizations
worldwide, and shall be a "clean sheet" study
&endash; meaning that previous decisions and
conclusions regarding an "At Large" membership
will be informative but not determinative, and
that the study will start with no preconceptions
as to a preferred outcome. The study shall
include, but not necessarily be limited to, the
following issues, taking into account the
limited technical and administrative
responsibilities of ICANN:
Whether
the ICANN Board should include "At Large"
Directors;
If
so, how many such Directors there should
be;
How
any such "At Large" Directors should be
selected, including consideration of at least
the following options: selection by an "At
Large" membership; appointment by the
existing Board; selection or appointment by
some other entity or entities; and any
combination of those options;
If
selection by an "At Large" membership is to
be used, the processes and procedures by
which that selection will take place;
and
What
the appropriate structure, role and functions
of an "At Large" membership should
be.
The
Board shall establish, by the Annual Meeting in
2000, a process and structure for the study that
will enable it to meet the following
deadlines:
a.
The results of the study should be presented
to the Board no later than the second
quarterly meeting of the Corporation in
2001;
b.
The Board shall review the study, and propose
for public comment whatever actions it deems
appropriate as a result of the study, on a
schedule that would permit the Board to take
final action on the study no later than the
Annual Meeting of the Corporation in 2001;
and
c.
Any actions taken by the Board as a result of
the study that require the selection of any
"At Large" Directors should be implemented on
a schedule that will allow any new "At Large"
Directors to be seated no later than the
conclusion of the Annual Meeting of the
Corporation in 2002.
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ARTICLE
III: TRANSPARENCY AND PROCEDURES
Section
1. GENERAL
The
Corporation and its subordinate entities shall
operate to the maximum extent feasible in an
open and transparent manner and consistent with
procedures designed to ensure fairness. In
addition to the specific procedures set forth in
these Bylaws, the Initial Board shall
investigate the development of additional
transparency policies and transparency
procedures designed to provide information
about, and enhance the ability of interested
persons to provide input to, the Board and
Supporting Organizations. Any such additional
transparency policies and procedures shall be
widely publicized by the Board in draft form,
both within the Supporting Organizations and on
a publicly-accessible Internet World Wide Web
site maintained by the Corporation (the "Web
Site"). Any such additional transparency
policies and procedures may be adopted only
after a process for receiving and evaluating
comments and suggestions has been established by
the Board, and after due consideration of any
comments or suggestions received by the
Board.
Section
2. ACCESS TO INFORMATION
All
minutes of meetings of the Board, Supporting
Organizations (and any councils thereof) and
Committees shall be approved promptly by the
originating body and, no later than twenty-one
(21) days after the meeting, shall be made
publicly available on the Web Site and
otherwise; provided, however, that any minutes
relating to personnel or employment matters,
legal matters (to the extent the Board
determines is necessary or appropriate to
protect the interests of the Corporation),
matters that the Corporation is prohibited by
law or contract from disclosing publicly and
other matters that the Board determines are not
appropriate for public distribution shall not be
included in the minutes made publicly available.
For any matters that the Board determines not to
disclose, the Board shall describe in generic
terms in the relevant minutes the reason for
such nondisclosure.
Section
3. NOTICE AND COMMENT PROVISIONS
(a)
The Board shall post on the Web Site (i)
periodically a calendar of scheduled meetings
for the upcoming year, and (ii) in advance of
each Board meeting, a notice of the fact and
time that such meeting will be held and, to the
extent known, an agenda for the meeting. If
reasonably practicable, the Board shall post
notices of special meetings of the Board at
least fourteen (14) days prior to the
meetings.
(b)
Prior to adoption of any policies that
substantially affect the operation of the
Internet or third parties, the Board
will:
(i)
provide public notice on the Web Site
explaining what policies are being considered
for adoption and why;
(ii)
provide a reasonable opportunity for parties
to comment on the adoption of the proposed
policies, to see the comments of others, and
to reply to those comments; and
(iii)
after a reasonable comment period, take
action on the proposed policies, establishing
an effective date, and publishing the reasons
for the action taken.
(c) As
appropriate, the Corporation will facilitate the
translation of final published documents into
various appropriate languages.
Section
4. BOARD RECONSIDERATION
The
Board shall adopt policies and procedures
through which a party affected by an action of
the Corporation can seek reconsideration of that
action. These policies and procedures may
include threshold standards or other
requirements to protect against frivolous or
non-substantive use of the reconsideration
process. The Board may, in its sole discretion,
provide for an independent review process by a
neutral third party.
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ARTICLE
III: TRANSPARENCY AND PROCEDURES
Section
1. GENERAL
The
Corporation and its subordinate entities shall
operate to the maximum extent feasible in an
open and transparent manner and consistent with
procedures designed to ensure
fairness.
Section
2. ACCESS TO INFORMATION
(a)
All minutes of meetings of the Board, Supporting
Organizations (and any councils thereof) and
Committees shall be approved promptly by the
originating body.
(b) No
later than five (5) days after each meeting, any
actions taken by the Board shall be made
publicly available in a preliminary report on a
publicly-accessible Internet World Wide Web site
maintained by the Corporation (the "Web Site");
provided, however, that any actions relating to
personnel or employment matters, legal matters
(to the extent the Board determines is necessary
or appropriate to protect the interests of the
Corporation), matters that the Corporation is
prohibited by law or contract from disclosing
publicly and other matters that the Board
determines, by a three-quarters (3/4) vote of
Directors voting, are not appropriate for public
distribution shall not be included in the
preliminary report made publicly available. For
any matters that the Board determines not to
disclose, the Board shall describe in generic
terms in the relevant preliminary report the
reason for such nondisclosure.
(c) No
later than the day after the date on which they
are formally approved by the Board, the minutes
shall be made publicly available on the Web
Site; provided, however, that any minutes
relating to personnel or employment matters,
legal matters (to the extent the Board
determines is necessary or appropriate to
protect the interests of the Corporation),
matters that the Corporation is prohibited by
law or contract from disclosing publicly and
other matters that the Board determines, by a
three-quarters (3/4) vote of Directors voting,
are not appropriate for public distribution
shall not be included in the minutes made
publicly available. For any matters that the
Board determines not to disclose, the Board
shall describe in generic terms in the relevant
minutes the reason for such
nondisclosure.
Section
3. NOTICE AND COMMENT PROVISIONS
(a)
The Board shall post on the Web Site (i)
periodically a calendar of scheduled meetings
for the upcoming year, and (ii) in advance of
each Board meeting, a notice of the fact and
time that such meeting will be held and, to the
extent known, an agenda for the meeting. If
reasonably practicable, the Board shall post
notices of special meetings of the Board at
least fourteen (14) days prior to the
meetings.
(b)
With respect to any policies that are being
considered by the Board for adoption that
substantially affect the operation of the
Internet or third parties, including the
imposition of any fees or charges, the Board
will:
(i)
provide public notice on the Web Site
explaining what policies are being considered
for adoption and why;
(ii)
provide a reasonable opportunity for parties
to comment on the adoption of the proposed
policies, to see the comments of others, and
to reply to those comments; and
(iii)
hold a public forum at which the proposed
policy would be discussed.
(c)
After voting on any policy subject to Section
3(b) of this Article, the Board will publish in
the meeting minutes the reasons for any action
taken, the vote of each Director voting on the
action, and the separate statement of any
Director desiring publication of such a
statement.
(d) As
appropriate, the Corporation will facilitate the
translation of final published documents into
various appropriate languages.
Section
4. RECONSIDERATION AND REVIEW
(a)
Any person affected by an action of the
Corporation may request review or
reconsideration of that action by the Board. The
Board shall adopt policies and procedures
governing such review or reconsideration, which
may include threshold standards or other
requirements to protect against frivolous or
non-substantive use of the reconsideration
process.
(b)
The Initial Board shall, following solicitation
of input from the Advisory Committee on
Independent Review and other interested parties
and consideration of all such suggestions, adopt
policies and procedures for independent
third-party review of Board actions alleged by
an affected party to have violated the
Corporation's articles of incorporation or
bylaws.
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ARTICLE
IV: POWERS
Section
1. GENERAL POWERS
(a)
Except as otherwise provided in the Articles of
Incorporation or these Bylaws (including Section
1(c) of Article VI which sets forth
responsibilities of Supporting Organizations),
the powers of the Corporation will be exercised,
its property controlled and its business and
affairs conducted by or under the direction of
the Board. Unless otherwise provided herein or
by law, the Board, other than the Initial Board
(as defined in Article V, Section 1 of these
Bylaws), may act by a majority vote of Directors
present at the meeting, subject to the quorum
requirements in Section 17 of Article V. Unless
otherwise provided herein or by law, the Initial
Board may act by a vote of two-thirds of all
members of the Board. Any references herein to a
vote of the Board shall mean the vote of only
those members present at the meeting unless
otherwise provided herein by reference to "all
of the members of the Board."
(b)
The Corporation shall not act as a Domain Name
System Registry or Registrar or Internet
Protocol Address Registry in competition with
entities affected by the policies of the
Corporation. Nothing in this Section 1(b) is
intended to prevent the Corporation from taking
whatever steps are necessary to protect the
operational stability of the Internet in the
event of financial failure of a Registry or
Registrar or other emergency.
(c)
The Corporation shall not apply its standards,
policies, procedures or practices inequitably or
single out any particular party for disparate
treatment unless justified by substantial and
reasonable cause, such as the promotion of
effective competition.
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ARTICLE
IV: POWERS
Section
1. GENERAL POWERS
(a)
Except as otherwise provided in the Articles of
Incorporation or these Bylaws (including Section
2(b) of Article VI which sets forth
responsibilities of Supporting Organizations),
the powers of the Corporation will be exercised,
its property controlled and its business and
affairs conducted by or under the direction of
the Board. With respect to any matters that
would fall within the requirements of Article
III, Section 3 (b), the Board may act only by a
majority vote of all members of the Board; in
all other matters unless otherwise provided
herein or by law, the Board may act by majority
vote of those present at any official meeting.
Any references herein to a vote of the Board
shall mean the vote of only those members
present at the meeting unless otherwise provided
herein by reference to "all of the members of
the Board."
(b)
The Corporation shall not act as a Domain Name
System Registry or Registrar or Internet
Protocol Address Registry in competition with
entities affected by the policies of the
Corporation. Nothing in this Section 1(b) is
intended to prevent the Corporation from taking
whatever steps are necessary to protect the
operational stability of the Internet in the
event of financial failure of a Registry or
Registrar or other emergency.
(c)
The Corporation shall not apply its standards,
policies, procedures or practices inequitably or
single out any particular party for disparate
treatment unless justified by substantial and
reasonable cause, such as the promotion of
effective competition.
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ARTICLE
V: STRUCTURE OF THE BOARD OF
DIRECTORS
Section
1. INITIAL BOARD
The
initial Board of Directors of the Corporation
("Initial Board") shall consist of nine At Large
members, the president (when appointed) and
those directors that have been nominated in
accordance with these bylaws by any Supporting
Organization(s) that is recognized by the Board
pursuant to Section 3(b) of Article VI. The At
Large members of the Initial Board shall serve
until September 30, 1999, unless by a two-thirds
(2/3) vote of all the members of the Board that
term is extended for some or all of the At Large
members of the Initial Board for an additional
period, to expire no later than September 30,
2000. The members of the Initial Board (other
than the At Large members) shall serve the terms
specified in Section 9(d) of this Article. No At
Large member of the Initial Board shall be
eligible for additional service on the Board
until two years have elapsed following the end
of his or her term on the Initial
Board.
Section
2. INITIAL BOARD MEMBERS SELECTED BY THE
SUPPORTING ORGANIZATIONS
Immediately
upon the recognition of a Supporting
Organization by the Board pursuant to Section
3(b) of Article VI, the Board shall request that
such Supporting Organization nominate three
persons to be directors. Upon receipt of such
nominations, the Board shall elect such persons
as members of the Initial Board.
Section
3. NUMBER OF DIRECTORS AND ELECTION OF
CHAIRMAN
(a)
The authorized number of Directors shall be no
less than nine (9) and no more than nineteen
(19).
(b)
The Board shall elect a Chairman from among the
Directors, not including the
President.
Section
4. QUALIFICATION OF DIRECTORS AFTER THE INITIAL
BOARD
Each
Board after the Initial Board shall be comprised
as follows:
(i)
Three (3) Directors nominated by the Address
Supporting Organization, as defined in
Article VI;
(ii)
Three (3) Directors nominated by the Domain
Name Supporting Organization, as defined in
Article VI;
(iii)
Three (3) Directors nominated by the Protocol
Supporting Organization as defined in Article
VI;
(iv)
Nine (9) At Large Directors, selected
pursuant to a process to be established by a
majority vote of all the At Large Board
members of the Initial Board; and
(v)
The person who shall be, from time to time,
the President of the Corporation.
Section
5. ADDITIONAL QUALIFICATIONS
Notwithstanding
anything herein to the contrary, no official of
a national government or a multinational entity
established by treaty or other agreement between
national governments may serve as a Director. As
used herein, the term "official" means a person
(a) who holds an elective governmental office or
(b) who is employed by such government or
multinational entity and whose primary function
with such government or entity is to develop or
influence governmental or public
policies.
Section
6. INTERNATIONAL REPRESENTATION
In
order to ensure broad international
representation on the Board, no more than
one-half (1/2) of the total number of At Large
Directors serving at any given time shall be
residents of any one Geographic Region, and no
more than two (2) of the Directors nominated by
each Supporting Organization shall be residents
of any one Geographic Region. As used herein,
each of the following shall be a "Geographic
Region": Europe; Asia/Australia/Pacific; Latin
America/Caribbean Islands; Africa; North
America. The specific countries included in each
Geographic Region shall be determined by the
Board, and this Section shall be reviewed by the
Board from time to time (but at least every
three years) to determine whether any change is
appropriate.
Section
7. CONFLICT OF INTEREST
The
Board, through a committee designated for that
purpose, shall require a statement from each
Director not less frequently than once a year
setting forth all business and other
affiliations which relate in any way to the
business and other affiliations of the
Corporation. Each Director shall be responsible
for disclosing to the Corporation any matter
that could reasonably be considered to make such
Director an "interested director" within the
meaning of Section 5233 of the California
Nonprofit Public Benefit Corporation Law
("CNPBCL"). In addition, each Director shall
disclose to the Corporation any relationship or
other factor that could reasonably be considered
to cause the Director to be considered to be an
"interested person" within the meaning of
Section 5227 of the CNPBCL. The Board shall
adopt policies specifically addressing Director,
Officer and Supporting Organization conflicts of
interest. No Director shall vote on any matter
in which he or she has a material and direct
interest that will be affected by the outcome of
the vote.
Section
8. DUTIES OF DIRECTORS
Directors
shall serve as individuals who have the duty to
act in what they reasonably believe are the best
interests of the Corporation and not as
representatives of their Supporting
Organizations, employers or any other
organizations or constituencies.
Section
9. ELECTION AND TERM
(a)
Directors (other than the Initial Directors)
shall be elected at each annual meeting of the
Board to hold office until the end of their
terms pursuant to the procedures described in
this Section. If an annual meeting is not held
or the Directors are not elected at the annual
meeting, they may be elected at any special
meeting of the Board held for that purpose. Each
Director, including a member of the Initial
Board and a Director elected to fill a vacancy
or elected at a special meeting, shall hold
office until expiration of the term for which
elected and until a successor has been elected
and qualified or until that Director resigns or
is removed in accordance with these Bylaws.
Notwithstanding the foregoing, each time a
person is appointed as President of the
Corporation, the Board shall, at the time of
such appointment, elect such person to the Board
to serve for as long as, but only as long as,
such person holds the office of
President.
(b)
Each Supporting Organization shall (i) select
the Board members to be nominated by that
Supporting Organization through a process
determined by the Supporting Organization and
approved by the Board, and (ii) notify the Board
and the Secretary of the Corporation in writing
of those selections at least 30 days prior to
the date on which the Board votes on such
nominee(s). The Board shall elect as Directors
the persons properly nominated by the Supporting
Organizations.
(c) At
Large Board members other than those serving on
the Initial Board shall be elected by a process
to be determined by a majority vote of all At
Large members of the Initial Board, following
solicitation of input from the Advisory
Committee on Membership described in Section 3
of Article VII and other interested parties and
consideration of all such suggestions. At a
minimum, such a process shall consist of
nominations from Internet users, industry
participants, and organizations, and should give
consideration to such nominees. Such process
shall call for election of At Large directors by
one or more categories of members of the
Corporation admitted pursuant to qualifications
established by majority vote of the At Large
members of the Initial Board. Before any nominee
is added to a ballot of nominees submitted to
the members for their consideration, the Board
shall establish (i) a process to determine if
support for such nominee is adequate to put such
nominee's name on the ballot and (ii)
qualifications a nominee must have in order to
be submitted to the membership.
(d)
The regular term of office of a Director (other
than (i) the person holding the office of
President, who shall serve for as long as, and
only for as long as, such person holds the
office of President, and (ii) a member of the
Initial Board, who shall serve for the period
specified in these bylaws) shall be three (3)
years. No Director may serve for more than two
(2) terms. Notwithstanding the foregoing, the
three original Directors nominated by any
Supporting Organization shall be elected for
terms of one (1) year, two (2) years, and three
(3) years, respectively, with each term
considered to have begun on October 1, 1998
regardless of when those original Directors
actually take office. The terms of the first At
Large Directors elected to replace the At Large
members of the Initial Board shall be as
follows: three such At Large Directors shall
serve a term of one (1) year, three such At
Large Directors shall serve a term of two (2)
years, and three such At Large Directors shall
serve a term of three (3) years.
(e)
Resources of the Corporation will not be
expended in support of any campaign of any
nominee for the Board.
Section
10. RESIGNATION
Subject
to Section 5226 of the CNPBCL, any Director may
resign at any time, either by oral tender of
resignation at any meeting of the Board
(followed by prompt written notice to the
Secretary of the Corporation) or by giving
written notice thereof to the President or the
Secretary of the Corporation. Such resignation
shall take effect at the time specified, and,
unless otherwise specified, the acceptance of
such resignation shall not be necessary to make
it effective. The successor shall be elected
pursuant to Section 12 of this
Article.
Section
11. REMOVAL OF A DIRECTOR
Any
Director may be removed following notice and a
three-fourths (3/4) majority vote of all members
of the Board; provided, however, that the
Director who is the subject of the removal
action shall not be entitled to vote on such an
action or be counted as a member of the Board
when calculating the required three-fourths
(3/4) vote; and provided further, that each vote
to remove a Director shall be a separate vote on
the sole question of the removal of that
particular Director. A Director nominated by a
Supporting Organization can be recommended for
removal by that Supporting Organization through
procedures adopted by that Supporting
Organization and ratified by the Board. Upon
such recommendation for removal, the Board shall
vote to remove such Director. If the Board seeks
to remove more than one Director nominated by a
Supporting Organization or more than one At
Large Director within a four-month period, the
Board must show reasonable cause for its
action.
Section
12. VACANCIES
A
vacancy or vacancies in the Board of Directors
shall be deemed to exist in the case of the
death, resignation or removal of any Director,
if the authorized number of Directors is
increased, if a Supporting Organization shall
fail to nominate its Directors (other than
Directors on the Initial Board) in accordance
with Section 9 of this Article, or if a Director
has been declared of unsound mind by a final
order of court or convicted of a felony or
incarcerated for more than 90 days as a result
of a criminal conviction or has been found by
final order or judgment of any court to have
breached a duty under Sections 5230 et seq. of
the CNPBCL. Any vacancy occurring on the Board
of Directors shall be filled in accordance with
Section 9 of this Article at any meeting of the
Board occurring after such vacancy. A Director
elected to fill a vacancy on the Board shall
serve for the unexpired term of his or her
predecessor in office and until a successor has
been selected and qualified. The replacement
need not hold the office, if any, of the removed
Director. No reduction of the authorized number
of Directors shall have the effect of removing a
Director prior to the expiration of the
Director's term of office.
Section
13. ANNUAL MEETING OF THE BOARD OF
DIRECTORS
Annual
meetings of the Board will be held for the
purpose of electing Directors, Officers and for
the transaction of such other business as may
come before the meeting. The first annual
meeting will be held the last week of September
1999 or on such other date as may be set by the
Board. Subsequent annual meetings shall be held
as set by the Board not less than ten (10) nor
more than thirteen (13) months after the annual
meeting held the prior year. In the absence of
designation, the annual meeting will be held at
the principal office of the Corporation. The
annual meeting will be open to the public, and
to the extent practicable, should be held in
different locations around the world on a
regular basis. If the Board determines that it
is practical, the annual meeting should be
distributed in real-time and archived video and
audio formats on the Internet.
Section
14. REGULAR MEETINGS
Regular
meetings of the Board will be held on dates to
be determined by the Board. To the extent
practicable, regular meetings should be held in
different locations around the world on a
regular basis. In the absence of other
designation, regular meetings will be held at
the principal office of the
Corporation.
Section
15. SPECIAL MEETINGS
Special
meetings of the Board may be called by or at the
request of one-quarter (1/4) of the members of
the Board or by the Chairman of the Board or the
President. A call for a special meeting will be
made by the Secretary of the Corporation. In the
absence of designation, special meetings will be
held at the principal office of the
Corporation.
Section
16. NOTICE OF MEETINGS
Notice
of time and place of all meetings will be
delivered personally or by telephone or by
electronic mail to each Director, or sent by
first-class mail (air mail for addresses outside
the United States) or facsimile, charges
prepaid, addressed to each Director at the
Director's address as it is shown on the records
of the Corporation. In case the notice is
mailed, it will be deposited in the United
States mail at least fourteen (14) days before
the time of the holding of the meeting. In case
the notice is delivered personally or by
telephone or facsimile or electronic mail it
will be delivered personally or by telephone or
facsimile or electronic mail at least
forty-eight (48) hours before the time of the
holding of the meeting. Notwithstanding anything
in this Section 16 to the contrary, notice of a
meeting need not be given to any Director who
signed a waiver of notice or a written consent
to holding the meeting or an approval of the
minutes thereof, whether before or after the
meeting, or who attends the meeting without
protesting, prior thereto or at its
commencement, the lack of notice to such
Director. All such waivers, consents and
approvals shall be filed with the corporate
records or made a part of the minutes of the
meetings.
Section
17. QUORUM
At all
annual, regular and special meetings of the
Board, a majority of the total number of
Directors then in office shall constitute a
quorum for the transaction of business, and the
act of a majority of the Directors present at
any meeting at which there is a quorum shall be
the act of the Board, unless otherwise provided
herein or by law. If a quorum shall not be
present at any meeting of the Board, the
Directors present thereat may adjourn the
meeting from time to time to another place, time
or date. If the meeting is adjourned for more
than twenty-four (24) hours, notice shall be
given to those Directors not at the meeting at
the time of the adjournment.
Section
18. ACTION BY TELEPHONE MEETING
Members
of the Board or any Committee of the Board may
participate in a meeting of the Board or
Committee of the Board through use of conference
telephone or similar communications equipment,
provided that all Directors participating in
such a meeting can speak to and hear one
another. Participation in a meeting pursuant to
this Section constitutes presence in person at
such meeting. The Corporation shall be required
to make available at the place of any meeting of
the Board the telecommunications equipment
necessary to permit members of the Board to
participate by telephone.
Section
19. ACTION WITHOUT MEETING
Any
action required or permitted to be taken by the
Board or a Committee of the Board may be taken
without a meeting if all of the Directors
entitled to vote thereat shall individually or
collectively consent in writing to such action.
Such written consent shall have the same force
and effect as the unanimous vote of such
Directors. Such written consent or consents
shall be filed with the minutes of the
proceedings of the Board.
Section
20. ELECTRONIC MAIL
If
permitted under applicable law, communication by
electronic mail shall be considered equivalent
to any communication otherwise required to be in
writing, except a written consent authorized by
Section 19 of this Article. The Corporation
shall take such steps as it deems appropriate
under the circumstances to assure itself that
communications by electronic mail are
authentic.
Section
21. RIGHTS OF INSPECTION
Every
Director shall have the right at any reasonable
time to inspect and copy all books, records and
documents of every kind, and to inspect the
physical properties of the Corporation. The
Corporation shall establish reasonable
procedures to protect against the inappropriate
disclosure of confidential
information.
Section
22. COMPENSATION
The
Directors shall receive no compensation for
their services as Directors. The Board may,
however, authorize the reimbursement of actual
and necessary reasonable expenses incurred by
Directors performing duties as
Directors.
Section
23. PRESUMPTION OF ASSENT
A
Director present at a Board meeting at which
action on any corporate matter is taken shall be
presumed to have assented to the action taken
unless his or her dissent or abstention is
entered in the minutes of the meeting, or unless
such Director files a written dissent or
abstention to such action with the person acting
as the secretary of the meeting before the
adjournment thereof, or forwards such dissent or
abstention by registered mail to the Secretary
of the Corporation immediately after the
adjournment of the meeting. Such right to
dissent or abstain shall not apply to a Director
who voted in favor of such action.
Section
24. RULES OF PROCEDURE
Unless
waived by a majority vote at a meeting, the
rules of procedure at meetings of the Board and
committees of the Board and Supporting
Organizations shall be rules contained in
"Roberts' Rules of Order on Parliamentary
Procedure," newly revised, so far as applicable
and when not inconsistent with these Bylaws, the
Articles of Incorporation or any resolution of
the Board.
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ARTICLE
V: STRUCTURE OF THE BOARD OF
DIRECTORS
Section
1. INITIAL BOARD
The
initial Board of Directors of the Corporation
("Initial Board") shall be the Board that exists
prior to the time of the seating of Directors
that have been selected in accordance with these
bylaws by any Supporting Organization(s) that
exists under Section 3(a) of Article VI, and
shall consist of nine At Large members and the
President. Five of the "At Large" members of the
Initial Board, to be determined by the "At
Large" members of the Initial Board, shall serve
until the conclusion of the Annual Meeting of
the Corporation in 2000. The remaining four "At
Large" members of the Initial Board shall serve
until the conclusion of the Annual Meeting of
the Corporation in 2002. No At Large member of
the Initial Board shall be eligible for
additional service on the Board until two years
have elapsed following the end of his or her
term on the Board.
Section
2. ORIGINAL BOARD MEMBERS SELECTED BY THE
SUPPORTING ORGANIZATIONS
As
soon as feasible after formation of a Supporting
Organization pursuant to Section 3(a) of Article
VI, the Supporting Organization shall select
three persons to be the Original Directors
selected by that Supporting Organization and
shall designate which of these persons shall
serve each of the staggered terms for such
Original Directors specified in Section 9(c) of
this Article. The Supporting Organization shall
notify the Board and Secretary of the
Corporation in writing of the selections and
designations. The selected persons shall take
office seven days after the notification is
received by the Secretary. The Supporting
Organization Council may by a two-thirds vote
revise its designation of which of the selected
persons shall serve which of the staggered
terms; such revision shall become effective upon
the Secretary's receipt, within 180 days of the
original notification, of the written consents
of each Original Director whose term is affected
by the revision.
Section
3. NUMBER OF DIRECTORS AND ELECTION OF
CHAIRMAN
(a)
The authorized number of Directors shall be no
less than nine (9) and no more than nineteen
(19).
(b)
The Board shall annually elect a Chairman and a
Vice-Chairman from among the Directors, not
including the President.
Section
4. QUALIFICATION OF DIRECTORS AFTER THE INITIAL
BOARD
Each
Board after the Initial Board shall be comprised
as follows:
(i)
Three (3) Directors selected by the Address
Supporting Organization, as defined in
Article VI;
(ii)
Three (3) Directors selected by the Domain
Name Supporting Organization, as defined in
Article VI;
(iii)
Three (3) Directors selected by the Protocol
Supporting Organization, as defined in
Article VI;
(iv)
Nine (9) "At Large" members of the Initial
Board during their terms of office prescribed
in Section 1 of this Article, and any
successors; and
(v)
The person who shall be, from time to time,
the President of the Corporation.
Section
5. ADDITIONAL QUALIFICATIONS
Notwithstanding
anything herein to the contrary, no official of
a national government or a multinational entity
established by treaty or other agreement between
national governments may serve as a Director. As
used herein, the term "official" means a person
(a) who holds an elective governmental office or
(b) who is employed by such government or
multinational entity and whose primary function
with such government or entity is to develop or
influence governmental or public
policies.
Section
6. INTERNATIONAL REPRESENTATION
In
order to ensure broad international
representation on the Board: (1) at least one
citizen of a country located in each of the
geographic regions listed in this Section 6
shall serve as an At Large Director on the Board
(other than the Initial Board) at all times; and
(2) no more than one-half (1/2) of the total
number of At Large Directors serving at any
given time shall be citizens of countries
located in any one Geographic Region. The
selection of Directors by each Supporting
Organization shall comply with all applicable
geographic diversity provisions of these Bylaws
or of any Memorandum of Understanding referred
to in these Bylaws concerning the Supporting
Organization. As used herein, each of the
following shall be a "Geographic Region":
Europe; Asia/Australia/Pacific; Latin
America/Caribbean islands; Africa; North
America. The specific countries included in each
Geographic Region shall be determined by the
Board, and this Section shall be reviewed by the
Board from time to time (but at least every
three years) to determine whether any change is
appropriate, taking account of the evolution of
the Internet.
Section
7. CONFLICT OF INTEREST
The
Board, through a committee designated for that
purpose, shall require a statement from each
Director not less frequently than once a year
setting forth all business and other
affiliations which relate in any way to the
business and other affiliations of the
Corporation. Each Director shall be responsible
for disclosing to the Corporation any matter
that could reasonably be considered to make such
Director an "interested director" within the
meaning of Section 5233 of the California
Nonprofit Public Benefit Corporation Law
("CNPBCL"). In addition, each Director shall
disclose to the Corporation any relationship or
other factor that could reasonably be considered
to cause the Director to be considered to be an
"interested person" within the meaning of
Section 5227 of the CNPBCL. The Board shall
adopt policies specifically addressing Director,
Officer and Supporting Organization conflicts of
interest. No Director shall vote on any matter
in which he or she has a material and direct
interest that will be affected by the outcome of
the vote.
Section
8. DUTIES OF DIRECTORS
Directors
shall serve as individuals who have the duty to
act in what they reasonably believe are the best
interests of the Corporation and not as
representatives of the subordinate entity that
selected them, their employers, or any other
organizations or constituencies.
Section
9. SELECTION AND TERM
(a)
"At Large" Directors shall be selected pursuant
to the provisions of Article II of these
Bylaws.
(b)
Prior to October 1 of each year, each Supporting
Organization entitled to select a Director
(other than an Original Director selected by the
Supporting Organization under Section 2 of this
Article) shall make its selection according to
the procedures specified by Article VI
(including Articles VI-A, VI-B, and VI-C). The
Supporting Organization shall give the Secretary
of the Corporation written notice of the
selection within fifteen days after that
selection.
(c)
The regular term of office of a Director shall
be as follows:
1.
The term as Director of the person holding
the office of President shall be for as long
as, and only for as long as, such person
holds the office of President;
2.
The term of "At Large" members of the Initial
Board shall expire as stated in Section 1 of
this Article;
3.
The term of the five At Large Directors
seated pursuant to Article II, Section 2 of
these Bylaws shall expire as stated in
Article II, Section 3; and
4.
The staggered terms of the Original Directors
selected by any Supporting Organization as
provided by Section 2 of this Article shall
extend until the conclusion of the second,
third, and fourth Annual Meeting of the
Corporation, respectively, after the
Supporting Organization's notification of
their selections and designations is received
by the Secretary.
5.
The term of a Director selected by any
Supporting Organization to succeed a Director
previously selected by it (other than a
Director selected to fill a vacancy) shall
expire at the conclusion of the third Annual
Meeting of the Corporation after the one at
the conclusion of which the term of the
Director's predecessor expired.
Each
Director, including a Director selected to
fill a vacancy or selected at a special
meeting, shall hold office until expiration
of the term for which selected and qualified
and until a successor has been selected and
qualified or until that Director resigns or
is removed in accordance with these bylaws,
provided that no "At Large" Director selected
pursuant to Article II of these Bylaws shall
continue to hold office after the expiration
of his or her term even if a successor has
not been selected and qualified. No Director
may serve more than two (2) terms.
(d)
Resources of the Corporation will not be
expended in support of any campaign of any
person seeking to be selected as a member of the
Board.
Section
10. RESIGNATION
Subject
to Section 5226 of the CNPBCL, any Director may
resign at any time, either by oral tender of
resignation at any meeting of the Board
(followed by prompt written notice to the
Secretary of the Corporation) or by giving
written notice thereof to the President or the
Secretary of the Corporation. Such resignation
shall take effect at the time specified, and,
unless otherwise specified, the acceptance of
such resignation shall not be necessary to make
it effective. The successor shall be selected
pursuant to Section 12 of this
Article.
Section
11. REMOVAL OF A DIRECTOR
Any
Director may be removed following notice and a
three-fourths (3/4) majority vote of all members
of the Board; provided, however, that the
Director who is the subject of the removal
action shall not be entitled to vote on such an
action or be counted as a member of the Board
when calculating the required three-fourths
(3/4) vote; and provided further, that each vote
to remove a Director shall be a separate vote on
the sole question of the removal of that
particular Director. A Director selected by a
Supporting Organization can be recommended for
removal by that Supporting Organization through
procedures adopted by that Supporting
Organization and ratified by the Board. Upon
such recommendation for removal, the Board shall
vote to remove such Director. If the Board,
without a recommendation by the Supporting
Organization, seeks to remove more than one
Director selected by a Supporting Organization
within a four-month period, the Board must show
reasonable cause for its action.
Section
12. VACANCIES
A
vacancy or vacancies in the Board of Directors
shall be deemed to exist in the case of the
death, resignation or removal of any Director,
if the authorized number of Directors is
increased, or if a Director has been declared of
unsound mind by a final order of court or
convicted of a felony or incarcerated for more
than 90 days as a result of a criminal
conviction or has been found by final order or
judgment of any court to have breached a duty
under Sections 5230 et seq. of the CNPBCL. Any
vacancy occurring on the Board of Directors
involving an "At Large" Director, whether from
the Initial Board or seated under Article II,
Section 2 of these Bylaws, shall be filled by a
vote of the remaining Directors. Any vacancy
occurring on the Board of Directors involving a
Director selected by a Supporting Organization
shall be filled by the Supporting Organization
selecting that Director according to the
procedures specified by Article VI (including
Articles VI-A, VI-B, and VI-C). A Director
selected to fill a vacancy on the Board shall
serve for the unexpired term of his or her
predecessor in office and until a successor has
been selected and qualified. The replacement
need not hold the office, if any, of the removed
Director. No reduction of the authorized number
of Directors shall have the effect of removing a
Director prior to the expiration of the
Director's term of office.
Section
13. ANNUAL MEETING OF THE
CORPORATION
Annual
meetings of the Corporation will be held for the
purpose of electing Officers and for the
transaction of such other business as may come
before the meeting. The first annual meeting
will be held the last week of September 1999 or
on such other date as may be set by the Board.
Subsequent annual meetings shall be held as set
by the Board not less than ten (10) nor more
than thirteen (13) months after the annual
meeting held the prior year. In the absence of
designation, the annual meeting will be held at
the principal office of the Corporation. The
annual meeting will be open to the public. If
the Board determines that it is practical, the
annual meeting should be distributed in
real-time and archived video and audio formats
on the Internet.
Section
14. REGULAR MEETINGS
Regular
meetings of the Board will be held on dates to
be determined by the Board. To the extent
practicable, regular meetings should be held in
different locations around the world on a
regular basis. In the absence of other
designation, regular meetings will be held at
the principal office of the
Corporation.
Section
15. SPECIAL MEETINGS
Special
meetings of the Board may be called by or at the
request of one-quarter (1/4) of the members of
the Board or by the Chairman of the Board or the
President. A call for a special meeting will be
made by the Secretary of the Corporation. In the
absence of designation, special meetings will be
held at the principal office of the
Corporation.
Section
16. NOTICE OF MEETINGS
Notice
of time and place of all meetings will be
delivered personally or by telephone or by
electronic mail to each Director, or sent by
first-class mail (air mail for addresses outside
the United States) or facsimile, charges
prepaid, addressed to each Director at the
Director's address as it is shown on the records
of the Corporation. In case the notice is
mailed, it will be deposited in the United
States mail at least fourteen (14) days before
the time of the holding of the meeting. In case
the notice is delivered personally or by
telephone or facsimile or electronic mail it
will be delivered personally or by telephone or
facsimile or electronic mail at least
forty-eight (48) hours before the time of the
holding of the meeting. Notwithstanding anything
in this Section 16 to the contrary, notice of a
meeting need not be given to any Director who
signed a waiver of notice or a written consent
to holding the meeting or an approval of the
minutes thereof, whether before or after the
meeting, or who attends the meeting without
protesting, prior thereto or at its
commencement, the lack of notice to such
Director. All such waivers, consents and
approvals shall be filed with the corporate
records or made a part of the minutes of the
meetings.
Section
17. QUORUM
At all
annual, regular and special meetings of the
Board, a majority of the total number of
Directors then in office shall constitute a
quorum for the transaction of business, and the
act of a majority of the Directors present at
any meeting at which there is a quorum shall be
the act of the Board, unless otherwise provided
herein or by law. If a quorum shall not be
present at any meeting of the Board, the
Directors present thereat may adjourn the
meeting from time to time to another place, time
or date. If the meeting is adjourned for more
than twenty-four (24) hours, notice shall be
given to those Directors not at the meeting at
the time of the adjournment.
Section
18. ACTION BY TELEPHONE MEETING OR BY OTHER
COMMUNICATIONS EQUIPMENT
Members
of the Board or any Committee of the Board may
participate in a meeting of the Board or
Committee of the Board through use of (i)
conference telephone or similar communications
equipment, provided that all Directors
participating in such a meeting can speak to and
hear one another or (ii) electronic video screen
communication or other communication equipment;
provided, that (a) all Directors participating
in such a meeting can speak to and hear one
another, (b) all Directors are provided the
means of fully participating in all matters
before the Board and (c) the Corporation adopts
and implements means of verifying that (x) a
person participating in such a meeting is a
Director or other person entitled to participate
in the meeting and (y) all actions of, or votes
by, the Board are taken or cast only by the
Directors and not persons who are not Directors.
Participation in a meeting pursuant to this
Section constitutes presence in person at such
meeting. The Corporation shall be required to
make available at the place of any meeting of
the Board the telecommunications equipment
necessary to permit members of the Board to
participate by telephone.
Section
19. ACTION WITHOUT MEETING
Any
action required or permitted to be taken by the
Board or a Committee of the Board may be taken
without a meeting if all of the Directors
entitled to vote thereat shall individually or
collectively consent in writing to such action.
Such written consent shall have the same force
and effect as the unanimous vote of such
Directors. Such written consent or consents
shall be filed with the minutes of the
proceedings of the Board.
Section
20. ELECTRONIC MAIL
If
permitted under applicable law, communication by
electronic mail shall be considered equivalent
to any communication otherwise required to be in
writing. The Corporation shall take such steps
as it deems appropriate under the circumstances
to assure itself that communications by
electronic mail are authentic.
Section
21. RIGHTS OF INSPECTION
Every
Director shall have the right at any reasonable
time to inspect and copy all books, records and
documents of every kind, and to inspect the
physical properties of the Corporation. The
Corporation shall establish reasonable
procedures to protect against the inappropriate
disclosure of confidential
information.
Section
22. COMPENSATION
The
Directors shall receive no compensation for
their services as Directors. The Board may,
however, authorize the reimbursement of actual
and necessary reasonable expenses incurred by
Directors performing duties as
Directors.
Section
23. PRESUMPTION OF ASSENT
A
Director present at a Board meeting at which
action on any corporate matter is taken shall be
presumed to have assented to the action taken
unless his or her dissent or abstention is
entered in the minutes of the meeting, or unless
such Director files a written dissent or
abstention to such action with the person acting
as the secretary of the meeting before the
adjournment thereof, or forwards such dissent or
abstention by registered mail to the Secretary
of the Corporation immediately after the
adjournment of the meeting. Such right to
dissent or abstain shall not apply to a Director
who voted in favor of such action.
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ARTICLE
VI: SUPPORTING ORGANIZATIONS
Section
1. POWERS
(a)
The Supporting Organizations shall serve as
advisory bodies to the Board and shall have such
powers and duties as may be prescribed by the
Board and these Bylaws. The Board may add
additional Supporting Organizations by a
two-thirds (2/3) majority vote of all members of
the Board and in such event shall, by such
two-thirds (2/3) vote, reallocate the positions
on the Board set forth in Section 4 of Article
V. A Supporting Organization may not have
obligations to any other entity inconsistent
with its duties to the Corporation.
(b)
Each Supporting Organization shall be
responsible for nominating Directors for
election to those seats on the Board designated
to be filled by each Supporting
Organization.
(c)
The Supporting Organizations shall be delegated
the primary responsibility for developing and
recommending substantive policies and procedures
regarding those matters within their individual
scope (as defined by the Board in its
recognition of each such Supporting
Organization). Any such recommendation forwarded
to the Board by a Supporting Organization shall
be simultaneously transmitted to all other
Supporting Organizations so that each Supporting
Organization may comment to the Board regarding
the implications of such a recommendation on
activities within their individual scope. The
Board shall accept the recommendations of a
Supporting Organization if the Board finds that
the recommended action, policy or procedure (1)
complies with the Articles and Bylaws, (2) was
arrived at through fair and open processes
(including permitting participation by
representatives of other Supporting
Organizations if requested), (3) is not
reasonably opposed by any of the other
Supporting Organizations, and (4) furthers the
purposes of, and is in the best interest of, the
Corporation. If the Board declines to accept any
such recommendation of a Supporting
Organization, it shall return the recommendation
to the Supporting Organization for further
consideration, along with an explanation of the
reasons it declines to accept the
recommendation. If, after reasonable efforts,
the Board does not receive a recommendation from
a Supporting Organization that meets the
foregoing standards or, after attempting to
mediate any disputes or disagreements between
Supporting Organizations, receives conflicting
recommendations from Supporting Organizations,
and the Board finds that there is a
justification for prompt action, the Board may
initiate, amend or modify and then approve a
specific action, policy or procedure. Nothing in
this Section 1 is intended to limit the general
powers of the Board or the Corporation to act on
matters not within the scope of a Supporting
Organization or that the Board finds are
necessary or appropriate to further the purposes
of the Corporation.
Section
2. QUALIFICATION FOR MEMBERSHIP IN A SUPPORTING
ORGANIZATION
The
Board shall review and, if consistent with the
purposes of the Corporation and its Articles and
Bylaws and the purposes of the Supporting
Organization, ratify any qualifications for
membership adopted by each of the Supporting
Organizations. Participation in a Supporting
Organization shall be open to any individual or
organization that meets the minimum
qualifications adopted by the Supporting
Organization and ratified by the Board. Each
Supporting Organization may adopt membership
structures, including open or multiple classes
or categories of members, that it deems
appropriate for its effective functioning,
consistent with the foregoing.
Section
3. DESCRIPTION AND QUALIFICATIONS
(a)
There shall at least be the following Supporting
Organizations:
(i)
The Address Supporting Organization shall be
composed of representatives from regional
Internet address registries and others with
legitimate interests in these issues, as
determined by the Address Supporting
Organization consistent with Section 2 of
this Article and approved by the Board. The
Address Supporting Organization shall create
an Address Council to make recommendations to
the Board regarding the operation, assignment
and management of Internet addresses and
other related subjects;
(ii)
The Domain Name Supporting Organization shall
be composed of representatives from name
registries and registrars of top-level
domains ("TLDs"), businesses and any other
entities that are users of the Internet and
others with legitimate interests in these
issues, as determined by the Domain Name
Supporting Organization consistent with
Section 2 of this Article and approved by the
Board. The Domain Name Supporting
Organization shall create a Names Council to
make recommendations regarding TLDs,
including operation, assignment and
management of the domain name system and
other related subjects; and
(iii)
The Protocol Supporting Organization shall be
composed of representatives from Internet
protocol organizations and others with
legitimate interests in these issues, as
determined by the Protocol Supporting
Organization consistent with Section 2 of
this Article and approved by the Board. The
Protocol Supporting Organization shall create
a Protocol Council to make recommendations
regarding the operation, assignment and
management of protocol parameters, such as
port numbers, enterprise numbers, other
technical parameters and related
subjects.
(b)
The Board shall review an application for
recognition as one of the Supporting
Organizations referred to in Section 3(a) of
this Article VI, and, after requesting and
considering comments from parties interested in
matters within the scope of the proposed
Supporting Organization, shall approve such
application if the Board finds that it has been
organized in accordance with these Bylaws, that
it will fairly and adequately reflect the full
range of views of all interested parties, and
that its recognition would be in the best
interest, and serve the purposes, of the
Corporation. The application shall include, but
not be limited to, a description of the
following in form and substance acceptable to
the Board (and a commitment to implement the
matters described in the application): (i)
membership or participation criteria, (ii)
methods for developing substantive Internet
policies to be recommended to the Board and
selecting Board nominees, (iii) open,
transparent, fair and non-discriminatory
processes (including procedures for public
attendance at appropriate meetings of the
Supporting Organization and for the
participation of interested persons who may not
be members of the Supporting Organization in
advisory committees of the Supporting
Organization), (iv) policies to ensure
international and diverse participation, (v)
policies for disclosure to the Corporation by
members of or participants in a Supporting
Organization council of conflicts of interest or
other financial interests in matters within the
scope of the Supporting Organization (such
conflicts or interests, however, not necessarily
requiring abstention from action), and (vi)
methods for funding the Supporting Organization
and providing funding for the Corporation
(consistent with Article XI, Section 4 of these
Bylaws). If more than one application to be a
particular Supporting Organization is received
by the Board, it shall encourage, to the extent
possible and reasonable, such competing
applicants to resolve any differences, and shall
not approve any application that does not meet
the criteria set forth in this Section
3.
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ARTICLE
VI: SUPPORTING ORGANIZATIONS
Section
1. DESCRIPTION
(a)
There shall be advisory bodies known as
Supporting Organizations. The Supporting
Organizations shall be those specified in
Article VI, Section 1(b), as it may be amended
from time to time according to Article
XII.
(b)
The Supporting Organizations shall be the
following:
1.
The Address Supporting Organization
("ASO");
2.
The Domain Name Supporting Organization
("DNSO"); and
3.
The Protocol Supporting Organization
("PSO").
Section
2. RESPONSIBILITIES AND POWERS
(a)
Each Supporting Organization shall select
Directors to those seats on the Board
designated, pursuant to Section 4 of Article V,
to be filled by that Supporting Organization.
The selection of Directors by each Supporting
Organization shall comply with all applicable
geographic diversity provisions of these
Bylaws.
(b)
The Supporting Organizations shall serve as
advisory bodies to the Board, with the primary
responsibility for developing and recommending
substantive policies regarding those matters
falling within their specific responsibilities,
as described in this Article VI (including VI-A,
VI-B and VI-C).
(c)
The Board shall refer proposals for substantive
policies not received from a Supporting
Organization to the Supporting Organization, if
any, with primary responsibility for the area to
which the proposal relates for initial
consideration and recommendation to the
Board.
(d)
Any recommendation forwarded to the Board by a
Supporting Organization shall be transmitted to
all other Supporting Organizations so that each
Supporting Organization may comment to the Board
regarding the implications of such a
recommendation on activities within their
individual scope of primary
responsibility.
(e)
Subject to the provisions of Article III,
Section 3, the Board shall accept the
recommendations of a Supporting Organization if
the Board finds that the recommended policy (1)
furthers the purposes of, and is in the best
interest of, the Corporation; (2) is consistent
with the Articles and Bylaws; (3) was arrived at
through fair and open processes (including
participation by representatives of other
Supporting Organizations if requested); and (4)
is not reasonably opposed by any other
Supporting Organization. No recommendation of a
Supporting Organization shall be adopted unless
the votes in favor of adoption would be
sufficient for adoption by the Board without
taking account of either the Directors selected
by the Supporting Organization or their
votes.
(f) If
the Board declines to accept any recommendation
of a Supporting Organization, it shall return
the recommendation to the Supporting
Organization for further consideration, along
with a statement of the reasons it declines to
accept the recommendation. If, after reasonable
efforts, the Board does not receive a
recommendation from the Supporting Organization
that it finds meets the standards of Section
2(e) of this Article VI or, after attempting to
mediate any disputes or disagreements between
Supporting Organizations, receives conflicting
recommendations from Supporting Organizations,
and the Board finds there is a justification for
prompt action, the Board may initiate, amend or
modify and then approve a specific policy
recommendation.
(g)
Nothing in this Section 2 is intended to limit
the powers of the Board or the Corporation to
act on matters not within the scope of primary
responsibility of a Supporting Organization or
to take actions that the Board finds are
necessary or appropriate to further the purposes
of the Corporation.
Section
3. SUPPORTING ORGANIZATION
FORMATION
(a)
The initial Supporting Organizations
contemplated by Section 1(b) of this Article VI
shall be formed through community consensus, as
reflected in applications or similar proposals
to create an initial Supporting Organization.
Provision for specific supporting organizations
shall be set forth in Articles added after this
Article VI and before Article VII by Bylaw
amendments that shall, in the Board's judgment,
(1) be consistent with these Bylaws; (2) ensure
that the full range of views of all interested
parties will be fairly and adequately reflected
in the decisions of the Supporting Organization;
and (3) serve the purposes of the Corporation.
Upon the adoption of such Bylaw amendments, the
Supporting Organization shall be deemed to exist
for purposes of these Bylaws. Once accepted by
the Board through the amendment of these Bylaws
and the failure of the Board to disapprove any
subsequent decisions by the Supporting
Organizations or their constituent bodies, the
procedures of the Supporting Organizations shall
prevail in the case of any inconsistency with
any other provisions of these Bylaws.
(b)
The Board may amend the Bylaws to create
additional Supporting Organizations if it
determines, by a two-thirds (2/3) vote of all
members of the Board, that it would serve the
purposes of the Corporation. In the event of a
staff recommendation that an additional
Supporting Organization should be created, the
Board will post the staff recommendation on the
Web Site, including a detailed explanation of
why such action is necessary or desirable, set a
reasonable time for the receipt of public
comments, and not make a final decision to seek
the consensus development of such additional
Supporting Organization until it has taken into
account all such comments.
Section
4. ELIGIBILITY
No
person shall serve simultaneously as (i) a
member of any Supporting Organization Council or
other body that is directly responsible for the
selection of Directors by that Supporting
Organization and (ii) a Director or a member of
any other Supporting Organization Council. If a
member of any such Supporting Organization
Council or such other body accepts a nomination
to be considered to serve on the Board, such
member shall not, following such acceptance,
participate in any discussion of, or vote by,
such Supporting Organization Council or other
body relating to the selection of Directors by
such Council or other body.
ARTICLE
VI-A: THE ADDRESS SUPPORTING
ORGANIZATION
Section
1. DESCRIPTION
(a)
The ASO shall advise the Board with respect to
policy issues relating to the operation,
assignment and management of Internet
addresses.
(b)
The ASO shall be the entity established by a
Memorandum of Understanding between the
Corporation and a group of regional Internet
registries ("RIRs").
(c)
The ASO shall be considered to exist and to be
recognized when the Memorandum of Understanding
has been signed by the President pursuant to
authorization of the Board.
Section
2. ADDRESS COUNCIL
(a)
The ASO shall have a Address Council, consisting
of representatives of the RIRs that are
signatories to the Memorandum of Understanding.
The Address Council shall, at least annually,
host a meeting (the "General Assembly"), open to
participation by all interested
individuals.
(b)
The Address Council shall select Directors to
those seats on the Board designated to be filled
by the ASO.
ARTICLE
VI-B: THE DOMAIN NAME SUPPORTING
ORGANIZATION
Section
1. DESCRIPTION
(a)
The DNSO shall advise the Board with respect to
policy issues relating to the Domain Name
System.
(b)
The DNSO shall consist of (i) a Names Council
("NC"), consisting of representatives of
constituencies as described in Section 3 of this
Article VI-B ("Constituencies") elected by those
Constituencies and (ii) a General Assembly
("GA"), consisting of all interested individuals
and entities.
Section
2. THE NAMES COUNCIL
(a)
The NC shall consist of representatives,
selected in accordance with Section 3(c) of this
Article, from each Constituency recognized by
the Board pursuant to the criteria set forth in
Section 3 of this Article.
(b)
The NC is responsible for the management of the
consensus building process of the DNSO. It shall
adopt such procedures and policies as it sees
fit to carry out that responsibility, including
the designation of such research or drafting
committees, working groups and other bodies of
the GA as it determines are appropriate to carry
out the substantive work of the DNSO. Each
recognized Constituency shall be invited to
participate in each of such bodies. Each of such
bodies shall provide appropriate means, as
determined by the NC, for input and such
participation as is practicable under the
circumstances by other interested parties. Any
reports or recommendations presented to the NC
by such bodies shall be posted on a web site
accessible by the public for public review and
comment; absent clear justification, which shall
be publicly stated at the time of any action,
the NC shall not act on any report or
recommendation until a reasonable time for
public comment has passed and the NC has
reviewed and evaluated all public comments
received. The NC is responsible for ensuring
that all responsible views have been heard and
considered prior to a decision by the
NC.
(c)
Constituencies or GA participants may propose
that the NC consider domain name policies or
recommendations. If the NC undertakes
consideration of a domain name topic, or if a
Constituency so requests, the NC shall designate
one or more research or drafting committees, or
working groups of the GA, as appropriate to
evaluate the topic, and shall set a time frame
for the report of such committee or working
group. Following the receipt of a report or
recommendation from such a body, the NC may
accept the report or recommendation for
submission to the Constituencies for comment and
consultation, or return the report or
recommendation to the body from which it
originated for further work. After the report or
recommendation is submitted to the
Constituencies and the comment period for the
Constituencies has expired, the NC shall
evaluate the comments to determine whether there
is a basis for a consensus recommendation to the
Board.
(d) If
two-thirds (2/3) of the members of the NC
determine that the DNSO process has produced a
community consensus, that consensus position
shall be forwarded to the Board as a consensus
recommendation, along with all materials or
other information that could reasonably be
relevant to the Board's review of that
determination, including (but not limited to)
the dissenting statement(s) of any member(s) of
the NC. If more than one-half (1/2) but less
than two-thirds (2/3) of the members of the NC
determine that the DNSO process has produced a
community consensus, that position may be
forwarded to the Board as a NC recommendation,
along with statements of majority and minority
views, and any separate or dissenting
statement(s) of any member(s) of the NC. Any
proposed recommendation that is not supported by
an affirmative vote of one-half (1/2) of the
members of the NC may be returned to the body
from which it originated, or may be assigned to
a new body, for further work. In such a case,
the NC may report to the board the lack of a
consensus and the steps, if any, it plans to
take from this point forward with respect to
this particular recommendation. The NC is
responsible for ensuring that the Board is
informed of any significant implementation or
operational concerns expressed by any
responsible party.
(e)
The NC shall forward to the Board, from among
those persons nominated by the GA, its
selection(s) for the Director(s) to fill any
open Board position(s) reserved for the DNSO.
Any such selection(s) must have the affirmative
votes of at least one-half (1/2) of all the
members of the NC. At any given time, no two
Directors serving on the Board selected by the
NC shall be citizens of the same country or of
countries located in the same Geographic
Region.
(f)
Unless shortened by the Board in its recognition
of a Constituency, the term of office for each
member of the NC shall be two years.
(g) No
more than one officer, director or employee of a
corporation or other organization (including its
subsidiaries and affiliates) shall serve on the
NC at any given time.
(h)
Meetings of the NC may be held (i) in person or
via teleconference, at the discretion of the NC,
so long as all members of the NC participating
can speak to and hear one another or (ii) via
electronic video screen communication or other
communication equipment; provided, that (a) all
members of the NC participating in such a
meeting can speak to and hear one another, (b)
all members of the NC are provided the means of
fully participating in all matters before the NC
and (c) the NC adopts and implements means of
verifying that (x) a person participating in
such a meeting is a member of the NC or other
person entitled to participate in the meeting
and (y) all actions of, or votes by, the NC are
taken or cast only by the members of the NC or
other persons entitled to cast votes. A majority
of the total number of NC members then in office
shall constitute a quorum for the transaction of
business, and the act of a majority of the NC
members present at any meeting at which there is
a quorum shall be the act of the NC, unless
otherwise provided herein. Advance notice of
such meetings shall be posted on a web site that
is available for public access and, if
reasonably practicable, at least 14 days in
advance of the meeting. Except where determined
by a majority vote of members of the NC present
that a closed session is appropriate, meetings
shall be open to physical or electronic
attendance by all interested persons. The NC
shall post minutes of its meetings to a web site
that is available for public access as soon as
practicable following the meeting, and no later
than 21 days following the meeting.
(i)
The NC shall elect the Chairman of the GA
annually.
(j)
Administrative and operational costs of the DNSO
shall be funded by DNSO participants in a manner
to be determined by the NC, consistent with
Section 4(c) below.
Section
3. THE CONSTITUENCIES
(a)
Each Constituency shall self-organize, and shall
determine its own criteria for participation,
except that no individual or entity shall be
excluded from participation in a Constituency
merely because of participation in another
Constituency, and constituencies shall operate
to the maximum extent feasible in an open and
transparent manner and consistent with
procedures designed to ensure fairness. The
Board shall recognize a Constituency (including
the initial Constituencies described in (b)
below) by a majority vote, whereby the
Constituency shall be deemed to exist for
purposes of these Bylaws.
(b)
The initial Constituencies shall consist of (in
alphabetical order):
1.
ccTLD registries;
2.
commercial and business entities;
3.
gTLD registries;
4.
ISP and connectivity providers;
5.
non-commercial domain name
holders;
6.
registrars; and
7.
trademark, other intellectual property and
anti-counterfeiting interests.
(c)
Each Constituency shall select up to three
individuals to represent that Constituency on
the NC, no two of whom may be citizens of the
same Geographic Region, as defined in Article V,
Section 6, except that, with the consent of the
Board, this latter requirement may be suspended
for the term of a particular individual upon a
showing that it is impracticable for the
Constituency to obtain such geographic
diversity. Any such waiver shall be granted only
upon a commitment by the constituency to a
substantive plan to diversify its membership,
thereby minimizing the likelihood of the need
for future waivers from the Board.
Notwithstanding the foregoing, no Constituency
may have more representatives on the NC than
there are members of the
Constituency.
(d)
Any group of individuals or entities may
petition the Board for recognition as a new or
separate Constituency. Any such petition will be
posted for public comment pursuant to Article
III, Section 3. The Board may create new
Constituencies in response to such a petition,
or on its own motion, if it determines that such
action would serve the purposes of the
Corporation. In the event the Board is
considering acting on its own motion it shall
post a detailed explanation of why such action
is necessary or desirable, set a reasonable time
for public comment, and not make a final
decision on whether to create such new
Constituency until after reviewing all comments
received. Whenever the Board posts a petition or
recommendation for a new Constituency for public
comment, it will notify the names council and
will consider any response to that notification
prior to taking action.
Section
4. THE GENERAL ASSEMBLY
(a)
The GA shall be an open forum for participation
in the work of the DNSO, and open to all who are
willing to contribute effort to the work of the
DNSO. The participants in the GA should be
individuals who have a knowledge of and an
interest in issues pertaining to the areas for
which the DNSO has primary responsibility, and
who are willing to contribute time, effort and
expertise to the work of the DNSO, including
work item proposal and development, discussion
of work items, draft document preparation, and
participation in research and drafting
committees and working groups.
(b)
The GA shall meet at least once a year, if
possible in conjunction with regularly scheduled
meetings of the Board. To the maximum extent
practicable, all meetings should be available
for online attendance as well as physical
attendance.
(c)
The costs of GA meetings shall be the
responsibility of the DNSO, which may levy an
equitable, cost-based fee on GA attendees to
recoup those costs. There shall be no other fees
required to participate in the GA.
(d)
Participants in the GA shall nominate, pursuant
to procedures adopted by the NC and approved by
the Board, persons to serve on the Board in
those seats reserved for the DNSO.
ARTICLE
VI-C: THE PROTOCOL SUPPORTING
ORGANIZATION
Section
1. DESCRIPTION
(a)
The PSO shall advise the Board with respect to
policy issues relating to the assignment of
parameters for Internet protocols.
(b)
The PSO shall be the entity established by a
Memorandum of Understanding between the
Corporation and a group of open, international,
Internet-related standards development
organizations ("SDOs").
(c)
The PSO shall be considered to exist and to be
recognized when the Memorandum of Understanding
has been signed by the President and ratified by
the Board.
Section
2. PROTOCOL COUNCIL
(a)
The PSO shall have a Protocol Council,
consisting of representatives of the SDOs that
are signatories to the Memorandum of
Understanding. The Protocol Council shall, at
least annually, host a meeting (the "General
Assembly"), open to participation by all
interested individuals.
(b)
The Protocol Council shall select Directors to
those seats on the Board designated to be filled
by the PSO.
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ARTICLE
VII: COMMITTEES
Section
1. COMMITTEES GENERALLY
(a)
The Board may establish one or more committees
in addition to those set forth in Section 3 of
this Article VII. Committees are of two kinds:
those having legal authority to act for the
Corporation, known as Committees of the Board,
and those that do not have that authority, known
as Advisory Committees. Except where otherwise
stated in these Bylaws, committee members shall
be appointed by the Board. Committee members may
be removed from a committee at any time by a
two-thirds (2/3) majority vote of all members of
the Board; provided, however, that if a Director
or Directors are the subject of the removal
action, such Director or Directors shall not be
entitled to vote on such an action or be counted
as a member of the Board when calculating the
required two-thirds (2/3) vote; and, provided
further, however, that in no event shall a
Director be removed from a committee unless such
removal is approved by not less than a majority
of all members of the Board. The Board may
delegate to Committees of the Board all legal
authority of the Board except with respect
to:
(i)
The filling of vacancies on the Board or on
any committee;
(ii)
The amendment or repeal of Bylaws or the
Articles of Incorporation or the adoption of
new Bylaws or Articles of
Incorporation;
(iii)
The amendment or repeal of any resolution of
the Board which by its express terms is not
so amendable or repealable;
(iv)
The appointment of committees of the Board or
the members thereof;
(v)
The approval of any self-dealing transaction,
as such transactions are defined in Section
5233(a) of the CNPBCL;
(vi)
The approval of the annual budget required by
Section 4 of Article XI; or
(vii)
The compensation of any officer described in
Sections 4 through 7 of Article
VIII.
(b)
The Board shall have the power to prescribe the
manner in which proceedings of any committee
shall be conducted. In the absence of any such
prescription, such committee shall have the
power to prescribe the manner in which its
proceedings shall be conducted. Unless these
Bylaws, the Board or such committee shall
otherwise provide, the regular and special
meetings shall be governed by the provisions of
Article V applicable to meetings and actions of
the Board. Each committee shall keep regular
minutes of its proceedings and shall report the
same to the Board from time to time, as the
Board may require.
Section
2. COMMITTEES OF THE BOARD
Only
Directors may be appointed to a Committee of the
Board. If a person appointed to a Committee of
the Board ceases to be a Director, such person
shall also cease to be a member of any Committee
of the Board. Each Committee of the Board shall
consist of two or more Directors. The Board may
designate one or more Directors as alternate
members of any such committee, who may replace
any absent member at any meeting of the
committee. The Board may terminate any Committee
of the Board.
Section
3. ADVISORY COMMITTEES
The
Board may create one or more Advisory Committees
in addition to those set forth in the next
paragraph. Advisory Committee membership may
consist of Directors only, Directors and
nondirectors, or nondirectors only, and may also
include nonvoting members and alternate members.
Advisory Committees shall have no legal
authority to act for the Corporation, but shall
report their findings and recommendations to the
Board. There shall be at least the following
Advisory Committees:
(a)
There shall be a Governmental Advisory
Committee. The initial chairman of the
Governmental Advisory Committee shall be
appointed by the Board and shall hold that
position until the election of his or her
successor; subsequent chairs shall be elected by
the members of the Governmental Advisory
Committee pursuant to procedures adopted by such
members. Members of the Governmental Advisory
Committee shall be representatives of national
governments, multinational governmental
organizations and treaty organizations, each of
which may appoint one representative to the
Committee. The Governmental Advisory Committee
should consider and provide advice on the
activities of the Corporation as they relate to
concerns of governments, particularly matters
where there may be an interaction between the
Corporation's policies and various laws, and
international agreements. The Board will notify
the chairman of the Governmental Advisory
Committee of any proposal for which it seeks
comments under Article III, Section 3(b) and
will consider any response to that notification
prior to taking action.
(b)
There shall be a DNS Root Server System Advisory
Committee. The initial chairman of the DNS Root
Server System Advisory Committee shall be
appointed by the Board; subsequent chairs shall
be elected by the members of the DNS Root Server
System Advisory Committee pursuant to procedures
adopted by the members. The responsibility of
the Root Server System Advisory Committee shall
be to advise the Board about the operation of
the root name servers of the domain name system.
The Root Server System Advisory Committee should
consider and provide advice on the operational
requirements of root name servers, including
host hardware capacities, operating systems and
name server software versions, network
connectivity and physical environment. The Root
Server System Advisory Committee should examine
and advise on the security aspects of the root
name server system. Further, the Root Server
System Advisory Committee should review the
number, location, and distribution of root name
servers considering the total system
performance, robustness, and
reliability.
(c)
Until such time as the process for the election
of At Large directors shall have been approved
as contemplated by Section 9(c) of Article V,
there shall be an Advisory Committee on
Membership. The members of the Advisory
Committee on Membership shall consist of certain
Directors selected by the Board as well as other
persons appointed by the Board. The chairman of
the Advisory Committee on Membership shall be
appointed by the Board and shall be a Director.
The responsibility of the Advisory Committee on
Membership shall be to advise the Board on the
creation of the membership structure called for
in Section 9(c) of Article V.
Section
4. TERM OF OFFICE
The
chairman and each member of a committee shall
serve until his or her successor is appointed,
or until such committee is sooner terminated, or
until he or she is removed, resigns, or
otherwise ceases to qualify as a member of the
committee.
Section
5. QUORUM; MEETINGS
A
majority of the members of the committee shall
constitute a quorum at any meeting of that
committee. Each committee shall meet as often as
is necessary to perform its duties.
Section
6. VACANCIES
Vacancies
on any committee shall be filled in the same
manner as provided in the case of original
appointments.
Section
7. COMPENSATION
Committee
members shall receive no compensation for their
services as a member of a committee. The Board
may, however, authorize the reimbursement of
actual and necessary expenses incurred by
committee members, including Directors,
performing their duties as committee
members.
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ARTICLE
VII: COMMITTEES
Section
1. COMMITTEES GENERALLY
(a)
The Board may establish one or more committees
in addition to those set forth in Section 3 of
this Article VII. Committees are of two kinds:
those having legal authority to act for the
Corporation, known as Committees of the Board,
and those that do not have that authority, known
as Advisory Committees. Except where otherwise
stated in these Bylaws, committee members shall
be appointed by the Board. Committee members may
be removed from a committee at any time by a
two-thirds (2/3) majority vote of all members of
the Board; provided, however, that if a Director
or Directors are the subject of the removal
action, such Director or Directors shall not be
entitled to vote on such an action or be counted
as a member of the Board when calculating the
required two-thirds (2/3) vote; and, provided
further, however, that in no event shall a
Director be removed from a committee unless such
removal is approved by not less than a majority
of all members of the Board. The Board may
delegate to Committees of the Board all legal
authority of the Board except with respect
to:
(i)
The filling of vacancies on the Board or on
any committee;
(ii)
The amendment or repeal of Bylaws or the
Articles of Incorporation or the adoption of
new Bylaws or Articles of
Incorporation;
(iii)
The amendment or repeal of any resolution of
the Board which by its express terms is not
so amendable or repealable;
(iv)
The appointment of committees of the Board or
the members thereof;
(v)
The approval of any self-dealing transaction,
as such transactions are defined in Section
5233(a) of the CNPBCL;
(vi)
The approval of the annual budget required by
Section 4 of Article XI; or
(vii)
The compensation of any officer described in
Sections 4 through 8 of Article
VIII.
(b)
The Board shall have the power to prescribe the
manner in which proceedings of any committee
shall be conducted. In the absence of any such
prescription, such committee shall have the
power to prescribe the manner in which its
proceedings shall be conducted. Unless these
Bylaws, the Board or such committee shall
otherwise provide, the regular and special
meetings shall be governed by the provisions of
Article V applicable to meetings and actions of
the Board. Each committee shall keep regular
minutes of its proceedings and shall report the
same to the Board from time to time, as the
Board may require.
(c)
The Board may establish such temporary
committees as it sees fit, with duties and
responsibilities as set forth in the resolutions
or charters adopted by the Board in establishing
such committees.
Section
2. COMMITTEES OF THE BOARD
Only
Directors may be appointed to a Committee of the
Board. If a person appointed to a Committee of
the Board ceases to be a Director, such person
shall also cease to be a member of any Committee
of the Board. Each Committee of the Board shall
consist of two or more Directors. The Board may
designate one or more Directors as alternate
members of any such committee, who may replace
any absent member at any meeting of the
committee. The Board may terminate any Committee
of the Board.
Section
3. ADVISORY COMMITTEES
The
Board may create one or more Advisory Committees
in addition to those set forth in the next
paragraph. Advisory Committee membership may
consist of Directors only, Directors and
nondirectors, or nondirectors only, and may also
include nonvoting members and alternate members.
Advisory Committees shall have no legal
authority to act for the Corporation, but shall
report their findings and recommendations to the
Board.
There
shall be at least the following Advisory
Committees:
(a)
There shall be a Governmental Advisory
Committee. The initial chairman of the
Governmental Advisory Committee shall be
appointed by the Board and shall hold that
position until the election of his or her
successor; subsequent chairs shall be elected by
the members of the Governmental Advisory
Committee pursuant to procedures adopted by such
members. Membership of the Governmental Advisory
Committee shall be open to all national
governments. Membership shall also be open to
Distinct Economies as recognized in
international fora, and multinational
governmental organizations and treaty
organizations, on the invitation of the
Governmental Advisory Committee through its
Chair, or on invitation of the ICANN Board.
Members of the Governmental Advisory Committee
shall appoint one accredited representative to
the Committee. The accredited representative of
a member must hold a formal official position
with the member's public administration. The
term "official" includes a holder of an elected
governmental office, or a person who is employed
by such government, public authority or
multinational governmental or treaty
organization and whose primary function with
such government, public authority or
organization is to develop or influence
governmental or public policies. The
Governmental Advisory Committee should consider
and provide advice on the activities of the
Corporation as they relate to concerns of
governments, particularly matters where there
may be an interaction between the Corporation's
policies and various laws, and international
agreements. The Board will notify the chairman
of the Governmental Advisory Committee of any
proposal for which it seeks comments under
Article III, Section 3(b) and will consider any
response to that notification prior to taking
action.
(b)
There shall be a DNS Root Server System Advisory
Committee. The initial chairman of the DNS Root
Server System Advisory Committee shall be
appointed by the Board; subsequent chairs shall
be elected by the members of the DNS Root Server
System Advisory Committee pursuant to procedures
adopted by the members. The responsibility of
the Root Server System Advisory Committee shall
be to advise the Board about the operation of
the root name servers of the domain name system.
The Root Server System Advisory Committee should
consider and provide advice on the operational
requirements of root name servers, including
host hardware capacities, operating systems and
name server software versions, network
connectivity and physical environment. The Root
Server System Advisory Committee should examine
and advise on the security aspects of the root
name server system. Further, the Root Server
System Advisory Committee should review the
number, location, and distribution of root name
servers considering the total system
performance, robustness, and
reliability.
Section
4. TERM OF OFFICE
The
chairman and each member of a committee shall
serve until his or her successor is appointed,
or until such committee is sooner terminated, or
until he or she is removed, resigns, or
otherwise ceases to qualify as a member of the
committee.
Section
5. QUORUM; MEETINGS
A
majority of the members of the committee shall
constitute a quorum at any meeting of that
committee. Each committee shall meet as often as
is necessary to perform its duties.
Section
6. VACANCIES
Vacancies
on any committee shall be filled in the same
manner as provided in the case of original
appointments.
Section
7. COMPENSATION
Committee
members shall receive no compensation for their
services as a member of a committee. The Board
may, however, authorize the reimbursement of
actual and necessary expenses incurred by
committee members, including Directors,
performing their duties as committee
members.
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ARTICLE
VIII: OFFICERS
Section
1. OFFICERS
The
officers of the Corporation will be a President
(who will serve as Chief Executive Officer), a
Secretary, a Treasurer/Chief Financial Officer,
and a Chief Technical Officer. The Corporation
may also have, at the discretion of the Board,
any additional officers that it deems
appropriate. Any person, other than the
President, may hold more than one office, except
that no member of the Board (other than the
President) shall simultaneously serve as an
officer of the Corporation.
Section
2. ELECTION OF OFFICERS
The
officers of the Corporation will be elected
annually by the Board, pursuant to the
recommendation of the President. Each such
officer shall hold his or her office until he or
she resigns, is removed, is otherwise
disqualified to serve, or his or her successor
is elected.
Section
3. REMOVAL OF OFFICERS
Any
Officer may be removed, either with or without
cause, by a two-thirds (2/3) majority vote of
all the members of the Board. Should any vacancy
occur in any office as a result of death,
resignation, removal, disqualification or any
other cause, the Board may delegate the powers
and duties of such office to any Officer or to
any Director until such time as a successor for
the office has been elected.
Section
4. PRESIDENT
The
President will be the Chief Executive Officer
(CEO) of the Corporation in charge of all of its
activities and business. All other officers and
staff shall report to the President or his or
her delegate. The President shall serve as a
member of the Board, and shall be entitled to
attend any meeting of any committee. The
President shall report annually to the Board on
the current state of the Corporation and plans
for the future. The President will be empowered
to call special meetings of the Board as set
forth herein, and shall discharge all other
duties as may be required by these Bylaws and
from time to time may be assigned by the
Board.
Section
5. SECRETARY
The
Secretary shall keep or cause to be kept the
minutes of the Board in one or more books
provided for that purpose, will see that all
notices are duly given in accordance with the
provisions of these Bylaws or as required by
law, and in general perform all duties as from
time to time may be prescribed by the President
or the Board.
Section
6. TREASURER/CHIEF FINANCIAL
OFFICER
The
Treasurer/Chief Financial Officer ("CFO") shall
be the chief financial officer of the
Corporation. If required by the Board, the CFO
shall give a bond for the faithful discharge of
his or her duties in such form and with such
surety or sureties as the Board shall determine.
The CFO shall have charge and custody of all the
funds of the Corporation and shall keep or cause
to be kept, in books belonging to the
Corporation, full and accurate amounts of all
receipts and disbursements, and shall deposit
all money and other valuable effects in the name
of the Corporation in such depositories as may
be designated for that purpose by the Board. The
CFO shall disburse the funds of the Corporation
as may be ordered by the Board or the President
and, whenever requested by them, shall deliver
to the Board and the President an account of all
his or her transactions as CFO and of the
financial condition of the Corporation. The CFO
shall be responsible for the Corporation's
financial planning and forecasting and shall
assist the President in the preparation of the
Corporation's annual budget. The CFO shall
coordinate and oversee the Corporation's
funding, including any audits or other reviews
of the Corporation or its Supporting
Organizations. The CFO shall be responsible for
all other matters relating to the financial
operation of the Corporation.
Section
7. CHIEF TECHNICAL OFFICER
The
Chief Technical Officer shall advise the Board
and the President on engineering and other
technical issues related to the matters which
they consider.
Section
8. ADDITIONAL OFFICERS
In
addition to the officers described above, any
additional or assistant officers who are elected
or appointed by the Board shall perform such
duties as will be assigned to them by the
President or the Board.
Section
9. COMPENSATION AND EXPENSES
The
compensation of any Officer of the Corporation
shall be approved by the Board. Expenses
incurred in connection with performance of their
officer duties may be reimbursed to Officers
upon approval of the President (in the case of
Officers other than the President) or the
Board.
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ARTICLE
VIII: OFFICERS
Section
1. OFFICERS
The
officers of the Corporation will be a President
(who will serve as Chief Executive Officer), a
Secretary, a Chief Financial Officer and a Chief
Technical Officer. The Corporation may also
have, at the discretion of the Board, any
additional officers that it deems appropriate.
Any person, other than the President, may hold
more than one office, except that no member of
the Board (other than the President) shall
simultaneously serve as an officer of the
Corporation.
Section
2. ELECTION OF OFFICERS
The
officers of the Corporation will be elected
annually by the Board, pursuant to the
recommendation of the President. Each such
officer shall hold his or her office until he or
she resigns, is removed, is otherwise
disqualified to serve, or his or her successor
is elected.
Section
3. REMOVAL OF OFFICERS
Any
Officer may be removed, either with or without
cause, by a two-thirds (2/3) majority vote of
all the members of the Board. Should any vacancy
occur in any office as a result of death,
resignation, removal, disqualification or any
other cause, the Board may delegate the powers
and duties of such office to any Officer or to
any Director until such time as a successor for
the office has been elected.
Section
4. PRESIDENT
The
President will be the Chief Executive Officer
(CEO) of the Corporation in charge of all of its
activities and business. All other officers and
staff shall report to the President or his or
her delegate. The President shall serve as a
member of the Board, and shall be entitled to
attend any meeting of any committee. The
President will be empowered to call special
meetings of the Board as set forth herein, and
shall discharge all other duties as may be
required by these Bylaws and from time to time
may be assigned by the Board.
Section
5. SECRETARY
The
Secretary shall keep or cause to be kept the
minutes of the Board in one or more books
provided for that purpose, will see that all
notices are duly given in accordance with the
provisions of these Bylaws or as required by
law, and in general perform all duties as from
time to time may be prescribed by the President
or the Board.
Section
6. CHIEF FINANCIAL OFFICER
The
Chief Financial Officer ("CFO") shall be the
chief financial officer of the Corporation. If
required by the Board, the CFO shall give a bond
for the faithful discharge of his or her duties
in such form and with such surety or sureties as
the Board shall determine. The CFO shall have
charge and custody of all the funds of the
Corporation and shall keep or cause to be kept,
in books belonging to the Corporation, full and
accurate amounts of all receipts and
disbursements, and shall deposit all money and
other valuable effects in the name of the
Corporation in such depositories as may be
designated for that purpose by the Board. The
CFO shall disburse the funds of the Corporation
as may be ordered by the Board or the President
and, whenever requested by them, shall deliver
to the Board and the President an account of all
his or her transactions as CFO and of the
financial condition of the Corporation. The CFO
shall be responsible for the Corporation's
financial planning and forecasting and shall
assist the President in the preparation of the
Corporation's annual budget. The CFO shall
coordinate and oversee the Corporation's
funding, including any audits or other reviews
of the Corporation or its Supporting
Organizations. The CFO shall be responsible for
all other matters relating to the financial
operation of the Corporation.
Section
7. CHIEF TECHNICAL OFFICER
The
Chief Technical Officer shall advise the Board
and the President on engineering and other
technical issues related to the matters which
they consider.
Section
8. ADDITIONAL OFFICERS
In
addition to the officers described above, any
additional or assistant officers who are elected
or appointed by the Board shall perform such
duties as will be assigned to them by the
President or the Board.
Section
9. COMPENSATION AND EXPENSES
The
compensation of any Officer of the Corporation
shall be approved by the Board. Expenses
incurred in connection with performance of their
officer duties may be reimbursed to Officers
upon approval of the President (in the case of
Officers other than the President) or the
Board.
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ARTICLE
IX: INDEMNIFICATION OF DIRECTORS,
OFFICERS EMPLOYEES AND OTHER
AGENTS
The
Corporation shall, to maximum extent permitted
by the CNPBCL, indemnify each of its agents
against expenses, judgments, fines, settlements
and other amounts actually and reasonably
incurred in connection with any proceeding
arising by reason of the fact that any such
person is or was an agent of the Corporation.
For purposes of this Article, an "agent" of the
Corporation includes any person who is or was a
Director, Officer, employee or any other agent
of the Corporation; or is or was serving at the
request of the Corporation as a Director,
Officer, employee or agent of another
Corporation, partnership, joint venture, trust
or other enterprise. The Board may adopt a
resolution authorizing the purchase and
maintenance of insurance on behalf of any agent
of the Corporation against any liability
asserted against or incurred by the agent in
such capacity or arising out of the agent's
status as such, whether or not this Corporation
would have the power to indemnify the agent
against that liability under the provisions of
this Article.
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ARTICLE
IX: INDEMNIFICATION OF DIRECTORS, OFFICERS
EMPLOYEES AND OTHER AGENTS
The
Corporation shall, to maximum extent permitted
by the CNPBCL, indemnify each of its agents
against expenses, judgments, fines, settlements
and other amounts actually and reasonably
incurred in connection with any proceeding
arising by reason of the fact that any such
person is or was an agent of the Corporation.
For purposes of this Article, an "agent" of the
Corporation includes any person who is or was a
Director, Officer, employee or any other agent
of the Corporation, including members of any
Supporting Organization acting within the scope
of his or her responsibility and on behalf of
the best interests of the Corporation; or is or
was serving at the request of the Corporation as
a Director, Officer, employee or agent of
another Corporation, partnership, joint venture,
trust or other enterprise. The Board may adopt a
resolution authorizing the purchase and
maintenance of insurance on behalf of any agent
of the Corporation against any liability
asserted against or incurred by the agent in
such capacity or arising out of the agent's
status as such, whether or not this Corporation
would have the power to indemnify the agent
against that liability under the provisions of
this Article.
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ARTICLE
X: GENERAL PROVISIONS
Section
1. CONTRACTS
The
Board may authorize any Officer or Officers,
agent or agents, to enter into any contract or
execute or deliver any instrument in the name of
and on behalf of the Corporation, and such
authority may be general or confined to specific
instances. In the absence of a contrary Board
authorization, contracts and instruments may
only be executed by the following Officers:
President, any Vice President, or the CFO.
Unless authorized or ratified by the Board, no
other Officer, agent or employee shall have any
power or authority to bind the Corporation or to
render it liable for any debts or
obligations.
Section
2. DEPOSITS
All
funds of the Corporation not otherwise employed
will be deposited from time to time to the
credit of the Corporation in such banks, trust
companies or other depositories as the Board may
select.
Section
3. CHECKS
All
checks, drafts or other orders for the payment
of money, notes or other evidences of
indebtedness issued in the name of the
Corporation will be signed by such Officer or
Officers, agent or agents, of the Corporation
and in such a manner as shall from time to time
be determined by resolution of the
Board.
Section
4. LOANS
No
loans will be made by or to this Corporation and
no evidences of indebtedness will be issued in
its name unless authorized by a resolution of
the Board. Such authority may be general or
confined to specific instances; provided,
however, that no loans will be made by the
Corporation to its Directors or
Officers.
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ARTICLE
X: GENERAL PROVISIONS
Section
1. CONTRACTS
The
Board may authorize any Officer or Officers,
agent or agents, to enter into any contract or
execute or deliver any instrument in the name of
and on behalf of the Corporation, and such
authority may be general or confined to specific
instances. In the absence of a contrary Board
authorization, contracts and instruments may
only be executed by the following Officers:
President, any Vice President, or the CFO.
Unless authorized or ratified by the Board, no
other Officer, agent or employee shall have any
power or authority to bind the Corporation or to
render it liable for any debts or
obligations.
Section
2. DEPOSITS
All
funds of the Corporation not otherwise employed
will be deposited from time to time to the
credit of the Corporation in such banks, trust
companies or other depositories as the Board may
select.
Section
3. CHECKS
All
checks, drafts or other orders for the payment
of money, notes or other evidences of
indebtedness issued in the name of the
Corporation will be signed by such Officer or
Officers, agent or agents, of the Corporation
and in such a manner as shall from time to time
be determined by resolution of the
Board.
Section
4. LOANS
No
loans will be made by or to this Corporation and
no evidences of indebtedness will be issued in
its name unless authorized by a resolution of
the Board. Such authority may be general or
confined to specific instances; provided,
however, that no loans will be made by the
Corporation to its Directors or
Officers.
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ARTICLE
XI: FISCAL MATTERS
Section
1. ACCOUNTING
The
fiscal year end of the Corporation shall be
determined by the Board.
Section
2. AUDIT
At the
end of the fiscal year, the books of the
Corporation will be closed and audited by
certified public accountants. The appointment of
the fiscal auditors will be the responsibility
of the Board.
Section
3. ANNUAL REPORT AND ANNUAL
STATEMENT
The
Corporation shall cause the annual report and
the annual statement of certain transactions as
required by the CNPBCL to be prepared and sent
to each member of the Board and to such other
persons as the Board may designate, no later
than one hundred twenty (120) days after the
close of the Corporation's fiscal
year.
Section
4. FISCAL CONTROLS
(a)
Annual Budget. The President shall prepare and,
at least three (3) months prior to the
commencement of each fiscal year, submit to the
Board, a proposed annual budget of the
Corporation for the next fiscal year. The
proposed budget shall identify anticipated
revenue sources and levels and shall, to the
extent practical, identify anticipated material
expense items by line item. The Board shall
adopt an annual budget and shall publish the
adopted Budget on the Web Site.
(b)
Fees and Charges. The Board shall set fees and
charges for the services, rights and benefits
provided by the Corporation to the Supporting
Organizations and others, with the goal of fully
recovering the reasonable costs of the operation
of the Corporation and establishing reasonable
reserves for future expenses and contingencies
reasonably related to the legitimate activities
of the Corporation. Such fees and charges shall
be fair and equitable, and shall be published on
the Web Site in a sufficiently detailed manner
so as to be readily accessible.
(c)
Annual Report. The Board shall publish, at least
annually, a report describing its activities,
including an audited financial statement and a
description of any payments made by the
Corporation to Directors (including
reimbursements of expenses).
ARTICLE
XII: AMENDMENTS
Except
as otherwise provided in the Articles of
Incorporation, the Articles of Incorporation or
Bylaws of the Corporation may be altered,
amended, or repealed and new Bylaws adopted only
upon action by two-thirds (2/3) majority vote of
all members of the Board.
(c)
1998 The Internet Corporation for Assigned
Names and Numbers. All rights
reserved.
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ARTICLE
XI: FISCAL MATTERS
Section
1. ACCOUNTING
The
fiscal year end of the Corporation shall be
determined by the Board.
Section
2. AUDIT
At the
end of the fiscal year, the books of the
Corporation will be closed and audited by
certified public accountants. The appointment of
the fiscal auditors will be the responsibility
of the Board.
Section
3. ANNUAL REPORT AND ANNUAL
STATEMENT
The
Board shall publish, at least annually, a report
describing its activities, including an audited
financial statement and a description of any
payments made by the Corporation to Directors
(including reimbursements of expenses). The
Corporation shall cause the annual report and
the annual statement of certain transactions as
required by the CNPBCL to be prepared and sent
to each member of the Board and to such other
persons as the Board may designate, no later
than one hundred twenty (120) days after the
close of the Corporation's fiscal
year.
Section
4. ANNUAL BUDGET
The
President shall prepare and, at least forty-five
(45) days prior to the commencement of each
fiscal year, submit to the Board, a proposed
annual budget of the Corporation for the next
fiscal year. The proposed budget shall identify
anticipated revenue sources and levels and
shall, to the extent practical, identify
anticipated material expense items by line item.
The Board shall adopt an annual budget and shall
publish the adopted Budget on the Web
Site.
Section
5. FEES AND CHARGES
The
Board may, subject to the procedures set forth
in Article III, Section 3, set fees and charges
for the services and benefits provided by the
Corporation, with the goal of fully recovering
the reasonable costs of the operation of the
Corporation and establishing reasonable reserves
for future expenses and contingencies reasonably
related to the legitimate activities of the
Corporation. Such fees and charges shall be fair
and equitable, and once adopted shall be
published on the Web Site in a sufficiently
detailed manner so as to be readily
accessible.
ARTICLE
XII: AMENDMENTS
Except
as otherwise provided in the Articles of
Incorporation or these Bylaws, the Articles of
Incorporation or Bylaws of the Corporation may
be altered, amended, or repealed and new Bylaws
adopted only upon action by a two-thirds (2/3)
vote of all members of the Board.
©1998-2002
The Internet Corporation for Assigned Names and
Numbers. All rights reserved.
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