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]
NEW ARTICLE VI: SUPPORTING ORGANIZATIONS
Section 1: DESCRIPTION
(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
2. The Domain Name Supporting Organization ("DNSO"); and
3. The Protocol Supporting Organization ("PSO").
Section 2: RESPONSIBILITIES AND POWERS
(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.
(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.
NEW ARTICLE VI-A: THE ADDRESS SUPPORTING ORGANIZATION
NEW ARTICLE VI-B: THE DOMAIN NAME SUPPORTING ORGANIZATION
Section 1: DESCRIPTION
(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.
(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.
(k) [RESERVED FOR CONFLICTS POLICY IF NECESSARY]
(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.)
(b) The initial Consituencies shall consist of (in alphabetical
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
(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.)
(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.
NEW ARTICLE VI-C: THE PROTOCOL SUPPORTING ORGANIZATION