Supporting Organization Bylaw Changes  

Posted April 9, 1999

The following "red-lined" version of the Bylaw Articles VI, VI-A, VI-B, and VI-C adopted by the Initial Board of Directors of the Internet Corporation for Assigned Names and Numbers on March 31, 1999, indicates modifications from the draft bylaw changes posted for public comment on March 15.   Changed sections are identified in red.  Additions are indicated in ALL CAPS; deletions are indicated by brackets; brief parenthetical explanations are provided in italics.

Technical amendments conforming other sections of the Bylaws to these changes are posted separately.

[The following should be substituted for the entirety of current Article VI of the current ICANN Bylaws]



(a) [The Board, by a two-thirds (2/3) vote of all members of the Board, may create advisory bodies known as Supporting Organizations.   Once created, a Supporting Organization can be disbanded only upon a two-thirds (2/3) vote of all the members of the Board.] 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.  (This change clarifies that creation of Supporting Organizations requires a change to the ICANN Bylaws.)

(b)  The [initial] Supporting Organizations shall be the following: (This editorial change reflects the fact that Section 1(b) may include additional Supporting Organizations added in the future.)

1.  The Address Supporting Organization ("ASO");

2.  The Domain Name Supporting Organization ("DNSO"); and

3.  The Protocol Supporting Organization ("PSO").



(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.  [No two Directors selected by any particular Supporting Organization shall be citizens of countries located in the same Geographic Region, as defined in Article V, Section 6.]  THE SELECTION OF DIRECTORS BY EACH SUPPORTING ORGANIZATION SHALL COMPLY WITH ALL APPLICABLE GEOGRAPHIC DIVERSITY PROVISIONS OF THESE BYLAWS.  (The Board removed the specific requirement that no two Directors selected by any Supporting Organization be citizens of any one Geographic Region.  Multiple commenters raised objections to this provision; more importantly, the Board expects to deal comprehensively with the issue of geographic representation in conjunction with the future adoption of an At Large Membership structure.)

(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 [simultaneously] (removed due to potential impracticality) 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 [such] (editorial clarification) 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 (editorial clarification).

(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.  [The Board shall recognize that consensus through the publication and subsequent adoption, by a two-thirds (2/3) vote of all members of the Board, of amendments to these Bylaws establishing the Supporting Organization. Such amendments] 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.  (This editorial change was adopted to clarify the process and eliminate redundancy.) 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 (clarification) 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 (editorial clarification), 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 1:  DESCRIPTION

(a)  The DNSO shall advise the Board with respect to policy issues relating to [top-level domains] THE DOMAIN NAME SYSTEM.  (Scope of DNSO jurisdiction clarified in response to public comment.)

(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 [will] SHALL (editorial clarification) consist of three representatives 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.  Such bodies shall include at least one representative [from] NOMINATED BY (editorial clarification) each recognized Constituency, and 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 [simultaneously] (removed due to potential impracticality) 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 [others] GA PARTICIPANTS (change adopted in response to comment) may propose that the NC consider [specific] (editorial clarification) 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 [conclusion of the project] REPORT OF SUCH COMMITTEE OR WORKING GROUP (editorial clarification adopted in response to comment). 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 [shall] MAY be returned to the body from which it originated, or [shall] 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. (Clarification of NC flexibility in dealing with lack of consensus adopted in response to comment.) 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.

(f)  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.  Service as a member of the NC shall not disqualify a person from being selected by the DNSO as one of the Directors of the Corporation it is entitled to select.

(h)  Meetings of the NC may be held in person, via videoconference or teleconference, at the discretion of the NC, so long as all members of the NC participating can speak to and hear one another.  A MAJORITY OF THE TOTAL NUMBER OF NC MEMBERS THEN IN OFFICE SHALL CONSTITUTE A QUORUM FOR THE TRANACTION 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.  (Quorum requirement added in response to comment.)  Advance notice of such meetings shall be posted on a website 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 website 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)  The NC shall establish, subject to review and approval by the Board, an appropriate mechanism for review of grievances and/or reconsideration.


(l)  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(B) BELOW.  (Clarification, reflecting position adopted in the Board's statement on DNSO formation concepts, adopted in response to comment.)

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. (Adopted in response to comment.)  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 Consituencies 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)  Members of each Constituency shall select three individuals to represent that Constituency on the NC, no two of which may be citizens of countries in the same Geographic Region, as defined in Article V, Section 6.  Nominations within each Constituency may be made by any member of the Constituency, but no such member may make more than one nomination in any single Constituency; provided that this limitation shall not apply to any Constituency with less than three members.

(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 of a staff recommendation that the Board should recognize a new constituency, the Board shall post that recommendation, including 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.]  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 DESIREABLE, 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.   (Reference to staff recommendation removed and need for public comment on Board initiatives clarified in response to public comment.)  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.  (Reference to role for NC adopted in response to comment.)

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)  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.