The Kids' Place on the Web!
Creating an Engaging, Exciting, and Relevant Presence on the Internet for Children
By signing this proposal, the undersigned attests, on behalf of the applicant(s), that the information contained in this application, and all supporting documents included with this application, are true and accurate to the best of applicant's knowledge.
H. Page Howe
.KIDS Domains, Inc.
October 2, 2000
There once was a village populated entirely by intellectuals, scholars, computer professionals, and college students. These were the people who built its streets and created its character. But like many quaint villages, this one got popular. Before residents knew it, a superhighway was running through their village, their intellectual kiosks were replaced by megastores and unseemly shops cropped up at every corner. And as this now global village got more crowded, someone forgot to build a greenspace for its future leaders, a safe harbor for the children to play innocently and freely. Like many booming places, someone forgot to build a playground.
Consider the Internet this village and the need for a safe haven for its youngest citizens a most pressing concern.
According to The Industry Standard (June 5, 2000) )Appendix D – Description of TLD) Policies ), children will make up one quarter of the Internet’s population by the year’s end. As more kids log on every day – and stay on nearly twice as long as their parents – there is no doubt that our children can stumble upon a world meant for adults.
But children aren’t the only ones at risk. Companies and organizations building youth-oriented Web are gambling that their content will stay within the laws and rules governing interaction with children on the Internet. They need a map or blueprints.
Things must change. We must set and communicate a method to help companies reach kids easily, effectively and appropriately. That way when our kids sit down at their computers, we can give them the tools they need to safely navigate a wealth of youth-oriented material on history, culture, diversity, entertainment and commerce, without all the distracting, and often damaging, clutter.
We all see a bright future on the horizon, but it can be brighter. It’s a future that shines today in .KIDS Domains, Inc.
.KIDS Domains, Inc., is focused on providing a powerful, relevant, engaging and safe experience for children on the Internet by sponsoring the new Top Level Domain “.kids”.
Our vision is twofold:
1. To serve as the platform through which businesses can effectively and appropriately reach online the most educated, enlightened, and successful young generation in history.
2. To ensure that this platform remains safe for children, and trustworthy for the concerned parents, grandparents and guardians of those children -- all of whom stand torn between the wealth of constructive knowledge available to kids online and the tremendous amount of inappropriate content readily available.
So how will .KIDS Domains, Inc. monitor this greenspace effectively?
First of all, we propose “.kids” as a restricted top level domain. We will make the assignment of the domain contingent upon far more than its availability and an annual fee. For example, under the rules currently governing domains like “.com” and “.net,” something like “teenfun.com” could be a pornography site just as easily as it could be a wholesome destination for children (www.teenfun.com actually is a pornography site, for the record). Under our proposed use of the “.kids” name, such misappropriations simply will not happen.
To establish a kid-safe, standardized platform of content, .KIDS Domains, Inc. will create guidelines that enable “.kids” sites to safely operate within the laws and rules concerning content for children on the Internet. The majority of the material will be based on current U.S. policy, such as the Federal Trade Commission's Children's Online Privacy Protection Act of 1998 (COPPA), and on other policy developed by worldwide consensus-forming bodies. After agreeing to these guidelines, registrants must consent to an annual audit by an unpartisan Policy Board that will ensure they are continually providing child-safe content and products on their sites.
Giving back to the children we hope to protect is an integral part of the .KIDS Domains, Inc. vision. True to its mission of providing the virtual playground children have always needed, .KIDS Domains, Inc. will develop a “glamour” list of the top 1000 to 2000 “.kids” domain names (school.kids, toys.kids, etc.) and auction them off through a reputed online auction house. .KIDS Domains, Inc. will create a public foundation which will distribute the funds raised. Half of the proceeds will go to support charities that promote the safety of children on the Internet and the other half will benefit charities whose mission is to feed, clothe, or enrich the lives of children worldwide. Additionally, bid winners must agree to pay an annual fee equal to 25% of the auction price to retain all the rights to that domain name. Again, 100% of this money will be directed to kid-oriented charities, with no money going to .KIDS or any of its subsidiaries.
Best of all, .KIDS Domains, Inc. has partnered with the technological muscle needed to implement this vision: Tucows. As the leading provider of wholesale domain name registrations, Tucows, an ICANN-accredited domain registrar, will serve as the registry operator for the ‘.kids’ domain. Tucows is a leading distributor of e-business services and applications on the Internet. With a network of more than 3,700 Internet Service Providers, Web hosting companies and Domain name resellers in more than 90 countries, Tucows is widely believed to be the largest network of its kind.
And on this strong, kid-safe foundation, .KIDS Domains, Inc. will build a medium for businesses that will enable them to effectively and appropriately reach out, online, to the next generation of leaders.
With a restricted ‘.kids,’ the future indeed looks bright for the world’s children.
.KIDS Domains, Inc. is poised to foster a positive, inviting environment that benefits all into perpetuity. For children and parents, that means the playground we’ve always wanted has finally come to the global village. For businesses, it means getting the blueprints of a greenspace for kids and knowing all builders will follow the same code to ensure they reach children appropriately.
But most of all, “.kids” means the Internet accepts its responsibility to its youngest citizens and welcomes them to the global village, giving them the wings they need to someday fly.
The Sponsoring Organization
See attachments Appendix A
· Articles of Incorporation
· Resumes – initial Board Members
initial .KIDS Domains, Inc. Board Members are:
.KIDS Domains, Inc.
2600 West Olive Ave., Suite 100
Burbank, CA 91505
818-729-3801 – Fax
Tax ID# EIN 33-0927829
.KIDS Domains, Inc. is a for-profit C-Corporation organized in the State of California.
KIDS Domains, Inc. is
currently being formed for the purpose of applying for, sponsoring, and acting
as administrator for the proposed new, Top Level Domain name
".kids". .KIDS Domains,
Inc. has entered into an agreement with Tucows Network, Inc. to have Tucows
act as registry operator of the proposed .kids TLD. A Memorandum of
Understanding for this agreement is attached in the appendix.
initial .KIDS Domains, Inc. board members will be charged with
shepherding the application made to ICANN, negotiating with ICANN after
the selection process, and engaging key directors and executives to implement
the policies that ICANN and .KIDS Domains, Inc. agree upon.
initial .KIDS Domains, Inc. Board Members are:
beneficial ownership (5% or greater) of .KIDS Domains, Inc. is as follows:
WH Partners ( a partnership of which H Page Howe is General Partner )
H. Page Howe ( an individual )
Internet Properties Development Corp
*There is also an Option Pool established that, if exercised constitutes greater than 5% of the outstanding stock.
Subsequent to the application process, .KIDS Domains, Inc. will have a 7 member Board of Directors that will oversee the business aspects of .KIDS Domains, Inc. Directors will serve staggered 2-year terms and the Board will be charged with, among other duties, steering .KIDS Domains, Inc., facilitating the establishment of initial protocol and procedure for the administration of the new TLD. They will also be responsible with supervising the selection and performance of a Chief Executive Officer, Vice President of Technology, Vice President of Business Development, Chief Financial Officer, Chief Operating Officer, Chief Internet Officer, Secretary, Controller, General Counsel, and Intellectual Property and Trademark Counsel. These officers will oversee a staff expected to number 80 to 100 during its start-up period. The CEO will be a member of the Board of Directors.
Domains, Inc. will also establish a Content Policy Board, formed independent
of the Board of Directors. The Content Policy Board will have certain duties,
outlined in the bylaws, which are established as immutable. Those duties will
include facilitation of the establishment of a standardized policy on content
suitability, facilitation of the processes and procedures for the enforcement
of .kids policy on websites using .kids domain addresses, oversight and
administration of the .kids auditing system, and oversight of the High Risk
Group Self Regulatory Commission.
.KIDS Content Policy Board will oversee the establishment and ongoing
administration of the .KIDS Annual Audit process (see E10, “Other” ).
The Content Policy Board will determine guidelines and qualifications
for the accreditation of .kids auditors, determine and standardize guidelines
for the performance of annual audits, and ensure that audits are administered
in a fair and proper manner. The Content Policy Board will also
establish a department for the resolution of disputes that arise from audit
results or the challenge of content violation findings by the Content Policy
High Risk Group Self-Regulatory Commission will be made up of .kids domain
name registrants who are categorized as "High Risk" (see E9 Services
and Pricing, Description of TLD Policies) and will work, to determine definitions
for content that is harmful and inappropriate to minors. The Self-Regulating
Commission will report directly to the Content Policy Board.
Content Policy Board will define and communicate standardized content and
online interaction guidelines (regarding, for example pornography, tobacco,
privacy, alcohol, gambling, and firearms) based primarily upon current US and
prominent International law and established policy, and prominent SRO
regulations relating to the rights of minors.
High Risk Self-Regulatory Commission will work to develop self-generated
consensus on content issues that are not covered by the work of the Content
Policy Board. The Content Policy
Board will incorporate the work of The High Risk Group Self-Regulating
Commission regarding further definitions of content that is harmful and
inappropriate to minors.
insure that the Content Policy Board will remain independent, a specific fee
of $5.00 (U.S. Dollars) per name will go to fund the expenses of the policy
board. It is the Content Policy Board, in cooperation with those commissions,
bodies, and foundations that exist to promote the rights and safety of
children, that will look after the interest of the Internet community viewing
and publishing content to websites at .kids domain addresses. In addition,
revenue generated from the accreditation of .KIDS auditors will serve to
offset the direct costs incurred by the Content Policy Board in managing the
Content Policy Board will have three (3) seats on the company's seven-person
board of directors. The .KIDS Domains, Inc.
CEO will fill one board seat and the investors will nominate two seats
on the board. One of the Initial Directors will remain on the Board.
The company cannot be sold to a new buyer, nor can it sell more than a
twenty- percent stake to any one institution without the approval by a
majority of the Content Policy Board members sitting on the Board of
Directors. The Content Policy
Board will also have the immutable right to reject any major (that is 5%
annual) increase in the fee or policies of the company, proposed by the Board
It is the primary aim of .KIDS Domains, Inc. to provide a powerful, relevant, engaging and safe user experience for children on the Internet. The current Internet covers the interests of the widest possible demographic and the breadth of information published to appeal to that constituency is best described as "full spectrum". While information segmentation exists at the individual domain name level, (i.e. monstertruck.com vs. quilterslife.com), the conduit of that information organized by the current DNS offers little of the segmentation that the system is uniquely qualified to deliver.
.KIDS Domains, Inc. believes that the establishment of a restricted .kids TLD will demonstrate the value and effectiveness of segmenting Internet constituencies. By using the DNS to segment the body of users addressed at specific websites, .KIDS Domains, Inc. intends to enable companies, organizations, webmasters, and content providers to speak in a voice specifically tailored to their audience; children. By developing and facilitating a network of .kids websites, .KIDS Domains, Inc. intends to make it easier for all companies and website owners to publish information on the Internet in a more responsible way.
A specific proposal for the introduction of the .kids TLD will serve the entire Internet community by introducing a more focused system for both the discovery and the delivery of relevant content to children on the Internet.
In order to effectively develop and maintain a network of websites at .kids domain addresses that are uniquely suited for use by children and specifically designed by companies for the engagement of children, a significant portion of the function of .KIDS Domains, Inc. will be in defining, describing, and fairly communicating publishing and interaction standards for .kids domain name registrants. The Content Policy Board will be responsible for the development and stewardship of the document “Guidelines For The Publishing Of Content And Use of .kids Domain Space” (“Guidelines”).
The Content Policy Board will also be responsible for the regulation of registration of the .kids domain addresses, restricting the availability of domain name space in the .kids TLD to those registrants who expressly agree, at the time of domain registration, to operate their hosted sites within the “Guidelines”.
In addition, .KIDS Domains will require all site owners to arrange for and successfully complete a yearly content and suitability audit. Personal and Business Sites, designated as “low risk” organizational sites will be able to complete a self-administered audit. Larger Portal and Special sites (see E9. Services and Pricing, Description of TLD Policies) will be required to complete an audit administered by a firm officially accredited by .KIDS Domains, Inc.. The annual audit requirements will provide information to uniformly establish standardized and enforceable criteria for the publishing of content on .kids domains. In doing so, .KIDS Domains believes that a homogenous standard can be achieved, ensuring that sites under the .kids suffix contain material that is appropriate for young Internet users.
In establishing the above methods for the assurance of appropriate content on .kids sites, .KIDS Domains, Inc. believes that it will ensure the level of service that has been promised to the community. By establishing homogenous, enforceable standards, .KIDS Domains, Inc. believes that it will provide an entire network of sites that are safe for children, provide parents and guardians with the peace of mind required to encourage their children to explore .kids sites, and that are a medium for family oriented businesses to engage child users via a conduit designed specifically for child users and endorsed and condoned by their parents.
.KIDS Domains, Inc. believes that its proposal to create a network of websites located at .kids domains is the most appropriate solution for enhancing a child's experience on the Internet, assuring parents and guardians that their children have access to a positive, engaging and safe area on the Internet, and delivering to businesses, organizations and website owners a medium to communicate to a narrowed audience.
The .kids community includes:
Children worldwide who use the Internet occasionally or everyday, and
who have been born into the potential occasion to become the most educated,
enlightened, and successful generation in history as a result of the
information opportunity created by the Internet.
2) The parents, grandparents and guardians of those children, who understand the promise and potential power of the Internet in the lives of their children, but who fear the effect on their children of unfiltered exposure to the tremendous amount of inappropriate content that is currently present and readily available online.
Family focused businesses and websites that count children as an
important part of their community and customer base. Most businesses, because
of their ownership of only one branded, recognizable domain must tailor their
Internet sites to their adult users. .KIDS Domains intends to allow businesses
and site operators to create parallel sites specifically tailored (navigation,
content, limitations on personal information requests, etc.) for child users
that simultaneously allow the company to fully leverage is brand awareness
(i.e. amazon.com and amazon.kids).
.KIDS Domains, Inc. believes that the organizational structure of the DNS presents a unique opportunity to set aside a specific place for children within the information landscape. We also believe that .KIDS Domains, Inc.'s proposal for the .kids TLD specifically addresses the currently unmet needs of children on the Internet, as well as empowering businesses and organizations by fostering a method and a medium to specifically engage children online.
.KIDS Domains, Inc. further believes that as a new organization overseeing a new TLD, we will be provided the opportunity to foster and enforce a space on the Internet with a level of appropriateness and suitability that would be virtually impossible to create in the current environment. There will be no need to 'grandfather' any existing domain name owners, website operators or other organizations into a state of compliance with existing standards regarding the publication of content for, and the engagement of minors on the Internet. Instead, each registrant of a .kids website will be required to be in compliance from the first day their site goes live.
Currently, most sites use the .com domain and, generally the company, organization, or person that operates the site, is seeking to communicate with adults about a business, product, service, or general interest. To date, the Internet experience for children has been less than engaging. We believe the Internet holds the potential to play a significant and vital role in children's education, entertainment, sense of community, and sense of their future, if administered correctly. We at .KIDS Domains want to be part of that process.
Domains, Inc. intends to publish the agenda for each of its Board Meetings on
the .KIDS Domains website two
weeks prior to the board meeting. During
that time the public will have an online forum for the submission of public
comments, concerns and opinions on the issues scheduled to be addressed at the
board meeting. These public
comments will be organized via a traditional online message board format,
allowing for the open discussion of issues and exchange of ideas.
from the board meetings will be published in a timely manner on the .KIDS
Domains, Inc. site, and the votes of members will be made public.
All the Board of Director’s meetings and meetings of the Content Policy Board will be open to the public, except for those specifically designed to be closed, which will only happen a maximum of two times per year. Any meetings of the Content Policy Board or requests for proposals of the Policy Board will be done in a manner to represent all communities and constituencies. No issues will be voted on in private without public comment.
Public comment will also be encouraged on all topics and will be posted for the presentation and discussion of the .kids community. The community will participate and contribute to what is considered appropriate or inappropriate and will be monitored by the Content Policy Board.
The High Risk Self Regulatory Commission will provide representation to domain name owners and website operators. It will have a membership comprised of those .kids registrants that fall into the High Risk category (see E9 Services and Pricing, Description of TLD Policies) as a result of the breadth and reach of their sites.
Domains intends to require itself, and all those involved in the policy making
and implementation surrounding the .kids TLD to the strive to promote the
highest level of transparency and openness. .KIDS Domains, Inc. will
fund its efforts to promote openness and transparency itself.
To that end, .KIDS Domains intends to:
· Make the agenda’s of board meetings public 2 weeks before the meeting via the Internet on the .kids site.
· During that time, make resolutions and agenda items open for public discussion and comment on the website.
· Broadcast all full board meetings via the Internet and strive to broadcast every board meeting via the Internet.
Post the minutes of the board
meetings on the Internet as well as maintain an archive of board minutes and
of member voting record.
· Provide an annual accounting of the fiscal condition of the public foundation to be set up.
· Provide a 6-month period of education and testing before the implementation of any new policies or new domain name administration requirements or modifications.
Initial Board Members
H Page Howe
Chairman, Board of Directors:
Page Howe is President and Chairman of .KIDS Domains, Inc. Mr., Howe is a private investor and President of his own consulting firm. In the past three years, Mr. Howe has invested in 11 Internet infrastructure and content companies. He manages a Private Investment Fund that has focused exclusively on Internet Companies since 1997. Investments of his fund include the Internet's largest search engine NorthernLight Technologies www.northernlight.com and WizeUp, an ebook company focused on electronic textbooks.(www.wizeup.com). Mr. Howe is Chairman of the Board of KwikWeb.com, Inc and CEO of its wholly owned subsidiary Internet Properties Development Corporation. Mr. Howe has served on the local and regional board of Young Life, a National Foundation focused on building relationships with teens. Page lives in Carlsbad with his wife Penny, their two daughters Jania (1 1/2) and Julie (3 Months), and Penny's sons Josh and James Warren ages 19 and 17 respectively. Page and Penny attend Horizon Christian Fellowship in Rancho Sante Fe, California. (please see resume attached.)
Initial Board Member
Jim Frankian is an initial director of .KIDS Domains, Inc. Mr. Frankian the Chairman, CEO, and President of R. T. Frankian & Associates, Inc. one of the premiere Geotechnical Engineering companies in California. R. T. Frankian & Associates have worked or consulted on projects in over 38 states and 6 countries. Jim has been involved in youth based organizations and activities for 15 years. He has been the Chairman of several subcommittees of a non-profit group, and has overseen multi-million dollar annual budgets. His philanthropic activities include the YMCA, Blind Children’s Trust, Young Life, The National Kidney Foundation, and the Henry Mayo Hospital. Jim lives with his wife of 15 years and their four children, ages 5 to 13, in Burbank, California. (please see resume attached.)
Initial Board Member
Matt Hayes is an initial director of .KIDS Domains, Inc. Mr. Hayes is a director and the President of KwikWeb.com, Inc. and vice-president of its wholly owned subsidiary Internet Properties Development Corporation. Matt is a graduate from the University of California at Davis. He currently serves on the local board of Young Life and has worked for several years with the Community Resource Center. Matt lives in Encinitas, California. (please see resume attached)
Josh Elliot - Tucows Network, Director Business Development, TLD Relations
Josh joined Tucows in January 2000 to focus Tucows' efforts in international expansion and country code TLD relationships. Additionally, he is focused on developing Tucows existing strategic partnerships and growing new partnerships worldwide. Prior to joining Tucows, Josh worked as Manager of Administration and IANA for the Internet Corporation for Assigned Names and Numbers (ICANN), which is the global organization responsible for directing Internet policies. He also serves on the advisory Board for Global Domains International, and he has been quoted in the NY Times, Wall Street Journal, Wired, and The Industry Standard.
Joshua Eikov - i-Titan Communications Network, Chairman and CEO
Prior to founding i-Titan
Communications Networks, Inc., Mr. Eikov served
as President and Chief Executive Officer of Digital Consumer Technologies, Inc., (DigiCon) a CTI (Computer Telephony Integration) based systems integration company which was sold to a publicly traded company. DigiCon created and developed a global-systems architecture that allowed a user to access their email text-to-speech via any touch-tone or cellular telephone and targeted the medical and ISP/Telco. Prior to founding DigiCon, Mr. Eikov served as Chief Technology Officer at True Net Corporation where he created and implemented the systems architecture for ISP-based online systems. Additionally, Mr. Eikov has written and published several white papers in the areas of e-commerce, knowledge management and executive information systems.
John Buchanan – Characin and Buchanan
Buchanan is a Trademark and Patent attorney and is a partner at Characin and
Buchanan. He has extensive
experience in patent and trademark law, as well as significant knowledge of
the burgeoning area of Intellectual Property as it relates to the Internet and
Internet Domain Name addresses.
Jeffrey Stevens – KwikWeb.com
Jeff Stevens joined the board of directors of KwikWeb.com as the Chairman of the executive compensation committee in June 2000. Mr. Stevens currently serves as a senior marketing executive for one of the largest publicly traded maintenance service companies on the NYSE. Mr. Stevens has volunteered over 15 years for various youth programs including several terms as chairman of the finance committee. As a member of the advisory committee Mr. Stevens will further develop and direct ambitious programs for decency and morality on the internet for .Kids Corporation. Mr. Stevens currently resides in San Diego, California with his wife Jill and their three children, where Mr. Stevens serves as an elder in their local community church.
Application Period Special Advisors
Julius Nicolas – Total Soft Development Corp
Julius Nicolas is the Senior Systems Engineer and as well as a principle at Total Soft. Julius holds an MS in Computer Science and is an experienced systems and software engineer with extensive knowledge of requirements analysis, systems architecture development, electronic commerce, and Internet and Intranet architecture.
Brock Gamely – Senior Systems Engineer
Brock is an experienced systems and software engineer with extensive knowledge of requirements analysis, systems architecture development, electronic commerce, and Internet and Intranet architecture.
Richard Lamas – National Sales Director, Commerce One
Commerce One offers solutions for companies who want to establish a portal on the Global Trading Web, those who want to host portals for others, and those looking for a comprehensive e-procurement solution and robust return on investment.
E-Idea is a business strategy and technology development consulting firm that assists small and middle market privately held companies in maximizing their value. Tony Ratio is the CEO.
Joel Incurve – Incurve & Associates
Joel Incurve practices law in San Diego and acts as counsel to .KIDS Domains, Inc.
Oppenheimer Wolff and Donnelly
Oppenheimer Wolff and Donnelly is an international law firm. They currently serve as general counsel to beneficial holder Internet Properties Development Corp.
Content Policy Board
.KIDS Domains, Inc. will seek diversity and worldwide representation in filling the membership (5) of the Content Policy Board.
.KIDS Domains, Inc. will strongly consider applicants for the Content Policy Board only if they have several of the below qualifications:
· They have five (5) years of executive service in a non-profit organization with an annual budget in excess of $2,000,000.
· They are publicly recognized as an advocate for children's rights
· They are publicly recognized as a Free Speech advocate
· They have a distinguished background in children's causes, which uniquely qualifies them to make decisions about the appropriateness of content for children.
· They have extensive experience in dealing with or working in governmental agencies.
Note: Membership on the Content Policy Board will be rolling, with terms of service lasting 4 years, but initially 2 of the five board members will serve only 2 year terms.
Upon selection by ICANN to negotiate the terms of the specific top level domain name, .KIDS Domains, Inc. will immediately hire a 5 person executive staff. Page Howe will be named Chairman Board and an Operating CEO will be hired.
The Operating CEO must have a minimum three years of CEO experience with an Internet company doing more that 30 million in revenue. The ideal candidate must have experience in dealing with ICANN or a like governmental body in a regulated environment. The integrity and references of the candidate must be of the highest order and must show willingness to work within a consensus.
addition to the CEO, we will hire a Chief Technical Officer, Chief Financial
Officer, and a Chief Internet Officer. It
will be the responsibility of the Chief Internet Officer, a new position,
which is currently not widely used at many companies, to direct our strategic
relationships, with ICANN, registrars, and the other constituencies of the
company, including the policy board.
The Board of Directors will, from time to time, charge sub-boards as it sees fit with formulating and discovering policy and policy language in the form of board resolution and board recommendation resolutions.
The Content Policy Board will be charged with discovering and determining the .KIDS Domains policy on appropriate content and privacy protections as well as developing the "Guidelines For The Publishing Of Content And Use Of .kids Domain Space" as well as overseeing and determining the process for the accreditation of auditors.
Content Policy Board's duties and charges will be made immutable by the
bylaws, ensuring that the Content Policy Board remains autonomous in its
decisions regarding Content from the Board of Directors and company
executives. The Content Policy Board will also have immutable veto power
over large fee increases (those over 5%).
Domains intends that initial policy, such as "Guidelines For the
Publishing of Content and Use of .kids Domain Space" (“Guidelines”)
submitted by Content Policy Board, the establishment of a methodology for the
distribution of charitable funds, the requirements for the Accreditation of
Auditor, and the protocol for the redistribution of expired domains shall be
determined by such a manner as described above.
As part of their registration fee, Special Site Domain registrants will also gain membership in the High Risk Group Self-Regulatory Commission (Self-Regulatory Commission). The Self-Regulatory Commission will exist as an organization comprised of .kids high risk domain name registrants, under the oversight of the Content Policy Board, and will be responsible for determining specific guidelines and policy regarding questions of content appropriateness on .kids sites.
· .KIDS Domains, Inc. will hold a minimum of one (1) Board of Directors meeting each quarter.
· Sub-Boards will be required to hold one (1) meeting each six (6) months.
· To promote openness and transparency, after Year One of operation, .KIDS Domains, Inc will hold 1 annual "World" Board of Directors meeting outside the US and 3 Board of Directors meetings in differing locations throughout the United States.
· Board of Directors meetings will be held at .KIDS Domains, Inc. headquarters in Burbank, CA and will be available for participation by remote attendees via video and telephone conference.
· Minutes will be recorded and published to the .KIDS Domains website within 48 hours of the meeting.
Sub-Boards will meet at a location designated by their chairperson and will be required to make the meetings available to remote attendees via teleconference.
.KIDS Domains, Inc. has received a funding commitment from ZA Associates for $10,000,000 contingent upon the approval of .KIDS Domains, Inc. application to ICANN. .KIDS Domains, Inc. will sell 1,250,000 shares at $8 . The subscription group shall receive $2 per year, per domain registration.
Page Howe is the majority owner of the company. Through his investment vehicle, WH Partners Mr. Howe and other founders have agreed to fund the initial working capital needs of the company up to $500,000 in the application stage. This commitment represents less than 10% of the assets of WH Partners. In addition, other investors have purchased Founders Series A Preferred Stock. Subscriptions to date have totaled $100,000, including 500,000 shares purchased by Page Howe at $.10 per share. Other partners including Tucows have been offered option to purchase stock at $.10 per share.
.KIDS Domains, Inc. is a newly formed corporation, created for the process of application to ICANN for a new TLD, and the sponsorship and administration of that TLD in the event of the applications acceptance.
.KIDS Domains, Inc. was formed in September of 2000 and has no operating history and therefore no audit, no annual report, and no annual statement.
Directors of .KIDS Domains Inc. will be generally indemnified in their employment contracts and, in the Corporate Bylaws.
All .KIDS Domains’ employees who handle money and/or oversee financial transactions will be appropriately bonded.
.KIDS Domains, Inc. will not indemnify any persons, including directors and officers, who use their position to or contribute to the violation of the terms of the content restrictions set forth by .KIDS Domains, Inc. The company intends to hold any employees of .KIDS Domains to fully liable for violations of the content restrictions or privacy policies.
.KIDS Domains, Inc. will pay particular attention to anyone within the .KIDS Domains organization who attempts stretch beyond the scope of the authority granted by ICANN.
Provisions for the amendment of any Articles or Bylaw are defined in the corporate bylaws.
There are two area of concern where we may want to reconsider or review organizational policies or implement decisions. The first is a policy for allowing reconsideration in policies agreed to with ICANN. We expect that this will be part of the negotiation process if we are chosen to be one of the final TLD registrants.
Secondly, any request for reconsideration of policy, made by a minimum of two-thousand (2000) registered users of .kids domain names, must be acted upon with a written response by the Board of Directors within one of the next two meetings, after the petition has been delivered.
.KIDS Domains, Inc. seeks full authority regarding the restrictions it will place on the registration and operation of websites located at .kids domain extensions. .KIDS Domains seeks full authority to determine suitability of content, suitability of privacy requirements, to oversee the enforcement those restrictions, to revoke license for domain name use in case of violation of restrictions, and to facilitate the lawful transfer of domain names.
It is the belief of .KIDS Domains, Inc. that a private, well funded company like .KIDS Domains, Inc. is best suited to develop the use of a TLD extension in the DNS systems, to provide a medium focused on, and tailored to, a single constituency. .KIDS Domains, Inc. believes that the restrictions on content that must be put in place in order to develop an extension specifically for children, require the decisiveness and efficiency of a private for-profit corporation. .KIDS Domains, Inc. also believes that its bylaws will be constructed in such a way so as to ensure the promotion of a TLD that exists in the best interest of all Internet users.
By using the DNS to segment the constituency addressed at specific websites, .KIDS Domains, Inc. intends to enable companies, organizations, webmasters, and content providers to speak in a voice specifically tailored to their audience, children. By developing and facilitating a network of .kids websites, .KIDS Domains, Inc. intends to make it easier for all companies and website owners to publish information on the Internet in a more responsible way.
.KIDS Domains, Inc. believes its specific proposal for the introduction of the .kids TLD will serve the entire Internet community by introducing a more focused system for both the discovery and the delivery of relevant content to children on the Internet.
It is the belief of .KIDS Domains, Inc. that the opening, as proposed here, of the .kids TLD will serve as an excellent test to determine whether real value can be added to the Internet as a whole by using the DNS to segment a constituency and deliver targeted content to that constituency.
It would be extremely difficult to ‘re-regulate’ any space within the Internet as it exists today. The creation of a new TLD designed to appeal to a large but uniform segment of Internet users, such as children, will eliminate the need for any grand fathering and will ensure the smooth creation of this new ‘greenspace’.
.KIDS Domains does not anticipate that variation from current ICANN policies will be required.
535 Fifth Ave., 17th
New York, NY 10017
(416) 531-2516 Facsimile
DOMAINS, INC., A CALIFORNIA CORPORATION
name of this corporation is: .KIDS
purpose of the corporation is to engage in any lawful act or activity for which
a corporation may be organized under the General Corporation Law of California
other than the banking business, the trust company business or the practice of a
profession permitted to be incorporated by the California Corporations Code.
name and address in the State of California of the corporation's initial agent
for service of process is H. Page Howe, 3 74 N. Coast Highway I 0 1, Suite F-
14, Encinitas, California 92024.
total number of shares which this corporation is authorized to issue is one
hundred million (100,000,000), all of the same class, no par value, designated
as "Common Stock."
liability of the directors of the corporation for monetary damages shall be
eliminated to the fullest extent permissible under California law.
corporation is authorized to indemnify the agents (as defined in Section 317 of
the California Corporations Code) of the corporation to the fullest extent
permissible under California law.
undersigned declares that he has executed these Articles oration and that this
instrument is the act and deed of the undersigned.
September 28, 2000
.KIDS DOMAINS, INC.
A California Corporation
1 Time of Annual Meeting.
A. The annual meeting of the shareholders will be held in the month of
December in each year at a time convenient to all shareholders, at which time
the shareholders will elect by plurality vote a Board of Directors, consider
reports of the affairs of the corporation and transact such other business that
is properly brought before the meeting.
B. If there is a failure to hold the annual meeting for a period
of sixty (60) days after the month designated therefor as provided in paragraph
1.1(A) of these Bylaws, any shareholder may apply to the superior court of the
county in which the corporation's principal executive office is located for an
order compelling the corporation to hold the meeting. The shares represented at the meeting so held, either in
person or by proxy, and entitled to vote at the meeting will constitute a quorum
for the purpose of such meeting, notwithstanding any provision of the Articles
of Incorporation, these Bylaws or the General Corporation Law of the State of
California to the contrary.
2 Place of Meetings.
meetings and special meetings of the shareholders will be held at such place,
within or without the State of California, the directors from time to time fix.
Whenever the directors fail to fix such place, the meetings will be held
at the principal executive office of the corporation.
3 Calling and Notice of
A. Call of Annual Meeting:
meetings of the shareholders may be called by the directors, by the Chairman of
the Board, if any, Vice-Chairman of the Board, if any, the President, if any,
the Secretary, or by any officer instructed by the directors to call the
(1) Time and Manner:
notice stating the place, day and hour of each shareholders' meeting and, in the
case of a special meeting, the general nature of the business to be transacted
or, in the case of an annual meeting, those matters which the Board of
Directors, at the time of mailing of the notice, intends to present for action
by the shareholders, must be given not less than ten days (or not less than any
such other minimum period of days that is prescribed by the General Corporation
Law) or more than sixty days (or more than any such maximum period of days that
is prescribed by the General Corporation Law) before the date of the meeting, by
mail, personally or by other means of written communication.
Such written notice shall be prepared by or at the direction of the
directors, the President, if any, the Secretary, or the officer or persons
calling the meeting, and shall be addressed to each shareholder at his address
appearing on the books of the corporation or given by him to the corporation for
the purpose of notice, or, if no such address appears or is given, at the place
where the principal executive office of the corporation is located, or by
publication at least once in a newspaper of general circulation in the county in
which the principal executive office is located. Such notice will be deemed to be delivered when deposited in
the United States mail with first class prepaid postage, or sent by other means
of written communication addressed to the shareholder at his address as it
appears on the stock transfer books of the corporation.
notice of any shareholders' meeting at which directors are to be elected will
include the names of nominees intended at the time of notice to be presented by
management for election. At an
annual meeting of shareholders, any matter relating to the affairs of the
corporation, whether or not stated in the notice of the meeting, may be brought
up for action, except matters which the General Corporation Law requires to be
stated in the notice of the meeting. The
notice of any annual or special shareholders' meeting will also include, or be
accompanied by, any additional statements, information or documents prescribed
by the General Corporation Law.
a shareholders' meeting is adjourned to another time or place, notice of the
adjourned meeting need not be given if the new time and place are announced at
the meeting at which the adjournment is taken; provided, however, if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting must be given to each shareholder.
At the adjourned meeting, the corporation may transact any business which
might have been transacted at the original meeting.
4 Call and Notice of
A. Persons Entitled to Call a Special Meeting:
meetings of the shareholders may be called by the Board of Directors, the
Chairman of the Board, the President, or the holders of shares entitled to cast
not less than ten percent (10%) of the votes at the meeting.
Call of Special Meeting:
request in writing to the Chairman of the Board, or the President, or a
Vice-President, or the Secretary of the corporation by any person (other than
the Board) entitled to call a special meeting of shareholders (see paragraph
1.4(A) of these Bylaws), the Chairman or officer must cause notice to be given
to the shareholders entitled to vote that a meeting will be held at a time
requested by the person or persons calling the meeting, not less than
thirty-five (35) nor more than sixty (60) days after receipt of the request.
If the notice is not given within twenty (20) days after receipt of the
request, the persons entitled to call the meeting may give the notice or they
may apply to the superior court of the county in which the executive office of
the corporation is located for an order, after notice to the corporation giving
it an opportunity to be heard, summarily ordering the giving of the notice.
as provided in this paragraph 1.4, notice must be given in conformity with
paragraph 1.3(B) of these Bylaws.
5 Waiver of Notice and
transaction of any shareholders' meeting, however called and noticed, and
wherever held, will be as valid as though had at a meeting duly held after
regular call and notice, if a quorum is present and if, either before or after
the meeting, each of the shareholders or his proxy signs a written waiver of
notice, a consent to the holding of the meeting or an approval of the minutes of
the meeting. All such waivers,
consents and approvals must be filed with the corporate records or made a part
of the minutes of the meeting. Attendance
of a person at a meeting constitutes a waiver of notice of such meeting, except
when the person objects, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened, and except
that attendance at a meeting will not constitute a waiver of any right to object
of matters required by the General Corporation Law to be included in the notice
if such objection is expressly made at the meeting.
Except as otherwise provided in Section 601(f) of the California
Corporations Code, neither the business to be transacted at nor the purpose of
any regular or special meeting need be specified in any written waiver of
6 Conduct of Meeting.
of the shareholders will be presided over by one of the following officers in
the order of seniority and if present and acting:
the Chairman of the Board, if any; the Vice-Chairman of the Board, if
any; the President, if any; a Vice-President; or, if none of the foregoing is in
office and present and acting, by a chairman to be chosen by the shareholders.
The Secretary of the corporation, or in his absence, an Assistant
Secretary, will act as secretary of every meeting, but, if neither the Secretary
nor an Assistant Secretary is present, the Chairman of the meeting will appoint
a secretary of the meeting.
7 Quorum Provisions.
majority of the shares entitled to vote, represented in person or by proxy,
constitutes a quorum at a meeting of shareholders; provided, however, whenever
shares are disqualified by the General Corporation Law from voting on any
matter, they will not be considered outstanding for the determination of a
quorum at a meeting to act on that matter under any other provision of the
General Corporation Law or these Bylaws.
Loss of Quorum:
shareholders present at a duly called or held meeting at which a quorum is
present may continue to transact business until adjournment notwithstanding the
withdrawal of enough shareholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum.
Adjournment for Lack of Quorum:
the absence of a quorum, any meeting of shareholders may be adjourned from time
to time by the vote of a majority of the shares represented either in person or
by proxy, but no other business may be transacted, except as provided in
paragraph 1.7(B) of these Bylaws.
8 Effect of Vote.
a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on any matter will be the act of
the shareholders, unless the vote of a greater number or voting by classes is
required by the General Corporation Law or the Articles of Incorporation, and
except as provided in paragraph 1.7(A) of these Bylaws.
Provided, however, whenever shares are disqualified by the General
Corporation Law from voting on any matter, they will not be considered
outstanding for the determination of the required vote to approve action on that
matter under any other provision of the General Corporation Law, the Articles of
Incorporation or these Bylaws.
9 Election of
for directors need not be by ballot unless a shareholder demands election by
ballot at the meeting and before the voting begins.
In any election of directors, the candidates receiving the highest number
of votes of the shares entitled to be voted for them up to the number of
directors to be elected by such shares shall be elected.
10 Cumulative Voting.
Every shareholder entitled to vote at any election of
directors may cumulate votes and give one candidate a number of votes equal to
the number of directors to be elected multiplied by the number of votes to which
the shareholder's shares are entitled (cumulate votes), or distribute them on
the same principle among as many candidates as the shareholder desires.
However, no shareholder is entitled to cumulate votes unless such
candidate's or candidates' name(s) have been placed in nomination prior to the
voting and the shareholder has given notice at the meeting prior to the voting
of the shareholder's intention to cumulate votes.
If any one shareholder has given such notice, all shareholders may
cumulate their votes for candidates in nomination.
11 Action Without a
Meeting - Written Consent.
Except in the election of directors by written consent in lieu
of a meeting, and except as may otherwise be provided by the General Corporation
Law, the Articles of Incorporation or these Bylaws, any action which may be
taken at any annual or special meeting of the shareholders may be taken without
a meeting and without prior notice if a consent in writing, setting forth the
action so taken, is signed by holders of shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote were present and voted.
Directors may not be elected by written consent except by unanimous
written consent of all shares entitled to vote for election of directors.
Notice of any shareholder
approval pursuant to Sections 310, 317, 1201 and 2007 of the California
Corporations Code without a meeting by less than unanimous written consent must
be given at least ten (10) days before the consummation of the action authorized
by such approval, and prompt notice must be given of the taking of any other
corporate action approved by shareholders without a meeting by less than
unanimous written consent to those shareholders entitled to vote who have not
consented in writing.
12 Voting of Shares by
Fiduciaries, Minors or Entities.
as provided in paragraph 1.12(H) of these Bylaws, shares held by an
administrator, executor, guardian, conservator, or custodian may be voted by
such holder either in person or by proxy, without a transfer of the shares into
the holder's name.
standing in the name of a trustee may be voted by the trustee, either in person
or by proxy, but no trustee is entitled to vote shares so held without a
transfer of them into the trustee's name.
standing in the name of a receiver may be voted by the receiver. Shares held by
or under the control of a receiver may be voted by the receiver without their
being transferred into the receiver's name if authority to so vote them is
contained in the court order appointing the receiver.
to the provisions of paragraph 1.13 of these Bylaws, and except where otherwise
agreed in writing, a shareholder whose shares are pledged is entitled to vote
such shares until they have been transferred into the name of the pledgee, and
thereafter the pledgee is entitled to vote the shares so transferred.
standing in the name of a minor may be voted and the corporation may treat all
rights incident to such Shares as exercisable by the minor, in person or by
proxy, whether or not the corporation has notice, actual or constructive, of the
minor's age, unless a guardian of the minor's property has been appointed and
written notice of the appointment is given to the corporation.
standing in the name of another corporation, domestic or foreign, may be voted
by such officer, agent, or proxy holder as the bylaws of such other corporation
may prescribe or, in the absence of such provision, as the Board of Directors of
such other corporation may determine or, in the absence of such determination,
by the Chairman of the Board, President, or any Vice-President of such other
corporation, or by any other person authorized to do so by the Chairman of the
Board, President, or any Vice-President of such other corporation.
Shares which are purported to be executed in the name of a corporation
(whether or not any title of the person signing is indicated) will be presumed
to be voted or the proxy executed in accordance with the foregoing provisions,
unless the contrary is shown.
of the corporation owned by any subsidiary of the corporation are not entitled
to vote on any matter.
held by the corporation in a fiduciary capacity, and shares of the corporation
held in a fiduciary capacity by its subsidiary, if any, are not entitled to vote
on any matter, except to the extent the settlor or beneficiary owner possesses
and exercises a right to vote or to give the corporation binding instructions as
to how to vote such shares.
I. Shares in Names of Two or More Persons:
shares stand of record in the names of two or more persons, whether fiduciaries,
members of a partnership, joint tenants, tenants in common, husband and wife as
community property, tenants by the entirety, voting trustees (persons entitled
to vote under a shareholder voting agreement) or otherwise, or if two or more
persons (including proxy holders) have the same fiduciary relationship
respecting the same shares, unless the Secretary of the corporation is given
notice to the contrary and is furnished with a copy of the instrument or order
appointing them or creating the relationship wherein it is so provided, their
acts with respect to voting will have the following effect:
If only one votes, such act binds all;
(2) If more than one vote, the act of the
majority so voting binds all; or
(3) If more than one vote, but the vote is
evenly split on any particular matter, each faction may vote the securities in
the instrument so filed or the registration of the shares shows that any such
tenancy is held in unequal interests, a majority or even split for the purpose
of the above will be a majority or even split in interest.
13 Proxy Representation.
Every shareholder may authorize another person or persons to
act as his proxy at a meeting or by written action. No proxy is valid after the expiration of eleven (11) months
from the date of its execution unless otherwise provided in the proxy.
Every proxy will be revocable at the pleasure of the person executing it
prior to the vote or written action pursuant thereto, except as otherwise
provided by the General Corporation Law. As
used in these Bylaws, a "proxy" means a written authorization signed
by a shareholder or a shareholder's attorney in fact giving another person or
persons power to vote or consent in writing with respect to the shares of such
shareholder, and "signed" means the placing of such shareholder's name
on the proxy, whether by manual signature, typewriting, telegraphic transmission
or otherwise by such shareholder or such shareholder's attorney in fact. Where applicable, the form of any proxy must comply with the
provisions of Section 604 of the California Corporations Code.
14 Inspectors -
In advance of any shareholders' meeting, the Board of
Directors may appoint inspectors of election to act at the meeting and any
adjournment thereof. If inspectors
of election are not so appointed, or, if any persons so appointed fail to appear
or refuse to act, the Chairman of any meeting of shareholders may, and on the
request of any shareholder or a shareholder's proxy shall, appoint inspectors of
election, or persons to replace any of those who so fail or refuse at the
meeting. The number of inspectors
shall be either one (1) or three (3). If
appointed at a meeting on the request of one or more shareholders or proxies,
the majority of shares represented in person or by proxy will determine whether
one or three inspectors are to be appointed.
inspectors of election will determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, the authenticity, validity, and effect of proxies, receive votes,
ballots, if any, or consents, hear and determine all challenges and questions in
any way arising in connection with the right to vote, count and tabulate all
votes or consents, determine when the polls will close, determine the result,
and do such acts that are proper to conduct the election or vote with fairness
to all shareholders. If there are
three (3) inspectors of election, the decision, act, or certificate of a
majority will be effective in all respects as the decision, act, or certificate
15 Voting Trust.
may be transferred by written agreement to trustees in order to confer on them
the right to vote and otherwise represent the shares for such period of time,
not exceeding ten (10) years, as may be specified in the agreement.
At any time within two (2) years prior to the time of expiration of any
voting trust agreement as originally fixed or as last extended as provided in
this paragraph, one or more beneficiaries under the voting trust agreement may,
by written agreement and with the written consent of the voting trustee or
trustees, extend the duration of the voting trust agreement with respect to
their shares for an additional period not exceeding ten (10) years from the
expiration date of the trust as originally fixed or as last extended as provided
in this paragraph. A duplicate of
the voting trust agreement and any extension thereof must be filed with the
Secretary of the corporation and will be open to inspection by a shareholder, a
holder of a voting trust certificate, or the agent of either, on the same terms
as the record of shareholders of the corporation is open to inspection.
1 Function and
business and affairs of the corporation will be managed and all corporate powers
will be exercised by or under the direction of its Board of Directors. The Board of Directors may delegate the management of the
day-to-day operation of the business of the corporation to a management company
or other persons, provided the business and affairs of the corporation are
managed and all corporate powers are exercised under the ultimate direction of
the Board of Directors. The Board
of Directors has authority to fix the compensation of directors for services in
any lawful capacity. Each director
must exercise such powers and otherwise perform such duties in good faith, in
the manner such director believes to be in the best interests of the
corporation, and with care, including reasonable inquiry, using ordinary
prudence, as a person in a like position would use under similar circumstances.
2 Number on Board of
authorized number of directors constituting the Board of Directors until further
changed is seven (7). The
authorized number of directors constituting the Board must be at least three
(3), except that (a) whenever the corporation has only two (2) shareholders the
number of directors may be two (2), and (b) whenever the corporation has only
one shareholder the number of directors may be one (1).
Subject to the foregoing provisions, the number of directors may be
changed from time to time by an amendment of these Bylaws adopted by the
shareholders. Any such amendment
reducing the number of directors to fewer than seven (7) cannot be adopted if
the votes cast against its adoption at a meeting or the shares not consenting in
writing in the case of action by written consent are equal to more than sixteen
and two-thirds percent (16 2/3%) of the outstanding shares.
No decrease in the authorized number of directors will have the effect of
shortening the term of any incumbent director.
3 Qualification of
director need not be a shareholder of the corporation, a citizen of the United
States or a resident of the State of California.
A minimum of two (2) directors shall be independent outside directors
with no financial interest in the corporation.
All independent outside directors shall have at least ten (10) years of
experience working in an executive capacity for a publically held company with
gross annual revenues in excess of One Hundred Million Dollars ($100,000,000),
or working as an executive with a non-profit organization with an annual budget
exceeding Two Million Dollars ($2,000,000).
All independent, outside directors shall also have at least three (3)
years of employment-related experience dealing with Internet business or policy
4 Election and Term of
directors will be elected at each annual meeting of the shareholders. If an annual meeting of the shareholders is not held, or if
the directors are not elected at such meeting, the directors may be elected at
any special meeting of shareholders held for that purpose.
Each director will hold office until the next annual meeting of the
shareholders, until a successor is elected and qualified, or until he is removed
director may resign effective upon giving written notice to the Chairman of the
Board, the President, Secretary, or the Board, unless the notice specifies a
later time for the effectiveness of such resignation.
When Vacancy Occurs:
vacancy or vacancies in the Board will be deemed to exist in case of the death,
resignation, or removal of any director, or if the authorized number of
directors is increased, or if the shareholders fail, at any annual or special
meeting of shareholders at which any director or directors are elected, to elect
the full authorized number of directors to be voted for at that meeting.
Board Action to Fill Vacancy:
in the Board, including those existing as a result of a removal of a director,
may be filled by a majority of the remaining directors, though less than a
quorum, or by a sole remaining
director, and each director so elected will hold office until the next annual
meeting, until such director's successor is elected and qualified, or until he
is removed or resigns.
Declaration of Vacancy:
Board may declare vacant the office of a director who has been declared of
unsound mind by an order of court or convicted of a felony.
Shareholder Action to Fill Vacancy:
shareholders may elect a director or directors at any time to fill any vacancy
or vacancies not filled by the directors. Any
such election by written consent requires the consent of a majority of the
outstanding shares entitled to vote. If
the Board of Directors accepts the resignation of a director tendered to take
effect at a future time, the Board or the shareholders have the power to elect a
successor to take office when the resignation is to become effective.
Reduction of Size of Board:
reduction of the authorized number of directors will have the effect of removing
any director prior to the expiration of the director's term of office.
meetings of the Board of Directors for the purpose of organization, election of
officers and transaction of other business will be held at a time convenient to
all directors in the month of November of each year, but generally immediately
following the annual meeting of the shareholders. Call and notice of all regular meetings of the Board of
Directors are hereby dispensed with.
meetings of the Board of Directors for any purpose or purposes may be called at
any time by the Chairman of the Board, the President, the Secretary, or by any
two (2) directors. Special meetings
of the Board of Directors may be held upon four (4) days prior written notice,
or upon at least forty-eight (48) hours notice delivered personally or by
telephone or telegraph. Notice of a
meeting need not be given to any director who signs a waiver of notice, whether
before or after the meeting, or who attends the meeting without protesting,
prior to such meeting or at its commencement, the lack of notice to such
director. A notice or waiver of
notice need not specify the purpose
of any regular or special meeting of the Board of Directors.
8 Place of
or special meetings of the Board of Directors will be held at any place within
or without the State of California which is designated by the Board. In the absence of such designation, regular meetings must be
held at the principal executive office of the corporation.
only one director is required by these Bylaws or the Articles of Incorporation,
then any reference in these Bylaws to notices, waivers, consents, meetings, or
other actions by a majority or quorum of the directors is deemed to refer to
such notice, waiver, consent, meeting, or other action by such sole director,
who will have all the rights and duties and is entitled to exercise all of the
powers and assume all the responsibilities otherwise described in these Bylaws
as given to a Board of Directors.
A majority of the authorized number of directors constitutes a
quorum of the Board of Directors for the transaction of business, except to
adjourn as provided in paragraph 2.13 of these Bylaws.
Every act or decision done or made by a majority of the directors present
at a meeting duly held at which a quorum is present will be regarded as the act
of the Board, unless a greater number is required by law or by the Articles of
Incorporation. A meeting at which a quorum is initially present may continue
to transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for such
11 Telephone Conferences.
Members of the Board of Directors may participate in a meeting
through use of conference telephone or similar communications equipment, so long
as all members participating in such meeting can hear one another.
12 Waiver of Notice.
The transactions of any meeting of the Board of Directors,
however called and noticed or wherever held, are as valid as though had at a
meeting duly held after regular call and notice if a quorum is present and if,
either before or after the meeting, each of the directors not present signs a
written waiver of notice, a consent to holding such meeting, or an approval of
the minutes of such meeting. All
such waivers, consents, or approvals will be filed with the corporate records or
made a part of the minutes of the meeting.
A majority of the directors present, whether or not a quorum
is present, may adjourn any directors' meeting to another time and place.
Notice of the time and place of holding an adjourned meeting need not be
given to absent directors if the time and place is fixed at the meeting
adjourned. If the meeting is
adjourned for more than twenty-four (24) hours, notice of any adjournment to
another time or place must be given prior to the time of the adjourned meeting
to the directors who were not present at the time of the adjournment.
14 Fees and Compensation.
Directors and members of committees may receive such
compensation, if any, for their services, and such reimbursement for expenses,
that is fixed or determined by the Board.
15 Action Without
Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting if all members of the Board
individually or collectively consent in writing to such action. Such consent or consents will have the same effect as a
unanimous vote of the Board, and will be filed with the minutes of the
proceedings of the Board of Directors.
16 Rights of Inspection.
Every director has the absolute right at any reasonable time
to inspect and copy all books, records and documents of every kind of the
corporation and to inspect the physical properties of the corporation and its
subsidiary corporations, domestic or foreign.
Such inspection by a director may be made in person or by agent or
attorney, and includes the right to copy and obtain extracts.
17 Removal of Directors.
The entire Board of Directors or any individual director may
be removed from office without cause by the vote of at least a majority of the
shareholders; provided, however, unless the entire Board is removed, an
individual director may not be removed when the votes cast against such removal,
or not consenting in writing to such removal, would be sufficient to elect such
director if voted cumulatively at an election of directors at which the same
total number of votes were cast or, if such action is taken by written consent
in lieu of a meeting, all shares entitled to vote were voted and the entire
number of directors authorized at the time of the director's most recent
election were then being elected. If
any or all directors are so removed, new directors may be elected at the same
meeting or by such written consent.
The Board of Directors, by resolution adopted by a majority of
the authorized number of directors, may designate one or more committees each
consisting of two (2) or more directors to serve at the pleasure of the Board of
Directors. The Board of Directors
may designate one or more directors as alternate members of any such committee
who will replace any absent member at any meeting of such committee.
Any such committee, to the extent provided in the resolution of the Board
of Directors, has all the authority of the Board of Directors except such
authority that may not be delegated by the provisions of the General Corporation
A. Formation of Committee and Election of Members.
The corporation shall form a
permanent committee called the Domain Name Use Policy Committee (the Committee),
consisting of five (5) members, two of which shall be independent outside
members of the corporations Board of Directors.
The remaining three (3) members of the Committee shall be appointed by
the Board of Directors and need not be members of the Board of Directors. The initial members of the Committee shall serve for
staggered terms. Two of the
initial members shall serve a three year term; two of the initial members shall
serve a one year term; and one of the initial members shall serve a one year
term. The initial terms of
each member of the Committee shall be set by the Board of Directors at the time
of their election. After the
initial term of each member of the Committee has expired,
all renewal terms, or terms for replacement members, shall be for a two
B. Qualifications to Serve on Committee.
No person who is not currently a member of the Board of Directors of the
corporation shall be appointed to serve on the Committee unless the person has
extensive experience dealing or working with government agencies, and has at
least (i) five (5) years of executive service with a non-profit organization
with an annual budget of at least Two Million Dollars ($2,000,000); or (ii) has
a distinguished background, as reasonably determined by the Board of Directors,
in dealing with public issues affecting children, which uniquely qualifies him
or her to make decisions about the appropriateness of Internet content for
C. Powers of Committee.
The Committee shall be delegated the power by the corporations Board of
Directors to determine the corporations policies on acceptable content for any
organization or individual registering a .KIDS Internet domain name.
Those powers shall include the following:
Formulation of the .KIDS Guidelines for the Publishing of Content and Use
of .KIDS Domain Space (the Guidelines). The
Guidelines will be the core document determining the appropriateness and
suitability of content on .KIDS Internet sites.
Determining the criteria for the accreditation of independent auditing
firms which will be employed to perform an annual acceptable content audit on
.KIDS Internet sites to ensure the site operators comply with the Guidelines.
Managing the process of accrediting independent firms which will be
authorized to perform .KIDS Content Audits.
Overseeing the High Risk Group Self Regulatory Commission (the
Commission). The Commission shall
be a membership of domain registrants who are categorized by the Committee as
high risk sites, such as Internet portals (and as such pay a higher registration
cost). The Commission shall be
responsible, under the supervision of the Committee, for developing guidelines
and definitions of suitable content in such areas as violence, language and
mature themes for high risk sites.
The Committee shall sit as a permanent committee of the Board of
Directors of the corporation. The
Committees powers may be modified or the Committee abolished only by the
unanimous vote of the Board of Directors, including all independent outside
directors sitting on the Board.
and Actions of Committees.
Meetings and actions of
the Committee shall be governed by and taken in accordance with Bylaw provisions
applicable to meetings and actions of the Board of Directors, as provided in
Article 2 of these Bylaws, as they pertain to place of meetings, regular
meetings, special meetings and notice, quorum, waiver of notice, adjournment,
notice of adjournment and action without meeting, with such changes in the
context of those Bylaws as are necessary to substitute the Committee and its
members for the Board of Directors and its members.
The Board of Directors may adopt rules for the governance of the
Committee not inconsistent with these Bylaws.
F. Payment of
Compensation for Committee members shall be set by the Board of
Directors. Committee operational
expenses shall be paid from a percentage of the income received by the
corporation from the sale of Internet Domain names, as determined by the Board
Action to Fill Vacancy:
in the Committee, including those existing as a result of a removal of a
Committee Member, may be filled by a majority of the Board of Directors, though
less than a quorum, and each member so elected will hold office until the next
annual meeting, until such member's successor is elected and qualified, or until
he is removed or resigns.
H. Removal of
The Board of Directors may declare vacant the office
of a Committee Member who has been declared of unsound mind by an order of court
or convicted of a felony.
20 Duty of Director.
A. Prudent Person:
director must perform the duties of a director, including duties as a member of
any committee of the Board of Directors on which the director may serve, in good
faith, in a manner such director believes to be in the best interests of the
corporation, and with such care, including reasonable inquiry, that an
ordinarily prudent person in a like position would use under similar
B. Reliance Upon Other Opinions:
performing his duties, each director is entitled, so long as he acts in good
faith after reasonable inquiry when the need for it is indicated by the
circumstances, and without knowledge that would cause such reliance to be
unwarranted, to rely on information, opinions, reports or statements and other
financial data prepared or presented by:
(1) One or more officers or employees of
the corporation whom the director believes to be reliable and competent in the
(2) Legal counsel, independent accountants
or other persons as to matters which the director believes to be within such
person's professional or expert competence; or
(3) A committee of the Board on which the
director does not serve as to matters within its designated authority, which
committee the director believes to merit confidence.
C. Discharge of Liability:
person who performs the duties of director in accordance with paragraphs 2.19(A)
and 2.19(B) of these Bylaws will have no liability based on any alleged failure
to discharge the person's obligation as a director.
21 Liability of Director.
A. Prohibited Transactions:
to the provisions of paragraph 2.19 of these Bylaws, directors who approve any
of the following corporate actions will be jointly and severally liable to the
corporation for the benefit of all of the creditors or shareholders entitled to
institute an action under Section 316(c) of the California Corporations Code:
(1) The making of any distribution to its
shareholders, as that term is defined in Section 166 of the California
Corporations Code, to the extent that it is contrary to the provisions of
Sections 500 to 503, inclusive, of the California Corporations Code;
(2) The distribution of assets to
shareholders after institution of dissolution proceedings of the corporation, if
any, without paying or adequately providing for all known liabilities of the
corporation, excluding any claims not filed by creditors within the time limit
set in the notice given to creditors under the provisions of Sections 1800 to
2011, inclusive, of the California Corporations Code; or
(3) The making of any loan or guaranty
contrary to Section 315 of the California Corporations Code.
B. Director Who Abstains:
director who is present at a meeting of the Board of Directors, or any Board
committee, at which action specified in paragraph 2.20(A) of these Bylaws is
taken and who abstains from voting, will be considered to have approved the
liable under this paragraph 2.20 are entitled to be subrogated to the rights of
(1) With respect to paragraph 2.20(A)(1) of
these Bylaws, against shareholders who received the distribution;
(2) With respect to paragraph 2.20(A)(2) of
these Bylaws, against shareholders who received the distribution of assets; and
(3) With respect to paragraph 2.20(A)(3) of
these Bylaws, against the person who received the loan or guaranty.
The corporation has the power to indemnify any person who is
or was (a) a director, committee member, officer, employee or agent of this
corporation or of its predecessor, or (b) serving as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise at the request of this corporation, against expenses, costs,
losses, suits, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any threatened, pending or completed
action or proceedings, whether civil, criminal, administrative or investigative,
as provided in Section 317 of the California Corporations Code, as that section
now exists or may subsequently from time to time be amended to provide, so long
as the claim giving rise to the indemnification does not arise out of
intentional misconduct by the person seeking indemnification.
officers of the corporation will consist of a Chairman of the Board or a
President or both, a Secretary and a Treasurer.
The corporation may also have, at the discretion of the Board of
Directors, one or more Vice-Presidents, one or more Assistant Secretaries, and
such other officers that may be appointed in accordance with the provisions of
paragraph 3.3 of these Bylaws. One
person may hold two (2) or more offices.
officers of the corporation, except such officers that are appointed in
accordance with the provisions of paragraphs 3.3 or 3.5 of these Bylaws, will be
elected annually by the Board of Directors and each will hold their offices
until they resign or are removed or otherwise disqualified to serve, or until
their successor is duly qualified and elected.
Board of Directors may appoint such other officers as the business of the
corporation requires, each of whom will hold office for such period, have such
authority and perform such duties that are provided in these Bylaws or that the
Board of Directors from time to time determines.
4 Removal and
officer may be removed, either with or without cause, by a majority of the
directors at the time in office, at any regular or special meeting of the Board
or, except in the case of an officer chosen by the Board of Directors, by any
officer upon whom such power of removal may be conferred by the Board of
officer may resign at any time by giving written notice to the Board of
Directors, or to the President or the Secretary of the corporation.
Any such resignation will take effect at the date of the receipt of such
notice or at any later time specified in such notice. Unless otherwise specified in the notice, the acceptance of
the resignation is not necessary to make it effective.
vacancy in any office because of the death, resignation, removal, or
disqualification of such officer, or any other cause, will be filled in the
manner prescribed in paragraph 3.2 of these Bylaws for regular appointments to
6 Chairman of
Chairman of the Board, if there is such an officer, will, if present, preside at
all meetings of the Board of Directors, and exercise and perform such other
powers and duties that are from time to time assigned to him by the Board of
Directors or prescribed by the Bylaws.
to such supervisory powers, if any, that may be given by the Board of Directors
to the Chairman of the Board, if there be such an officer, the President will be
the Chief Executive Officer of the corporation and will, subject to the control
of the Board of Directors, have general supervision, direction and control of
the business and other officers of the corporation. The President will preside at all meetings of the
shareholders and in the absence of the Chairman of the Board, or if there is
none, at all meetings of the Board of Directors.
The President will be ex officio a member of all the standing committees,
including the Executive Committee, if any, and will have the general powers and
duties of management usually vested in the office of President of a corporation,
and will have such other powers and duties that are prescribed by the Board of
Directors or the Bylaws.
the absence or disability of the President, the Vice President(s), in order of
their rank as fixed by the Board of Directors, or if not ranked, the
Vice-President designated by the Board of Directors, will perform all the duties
of the President, and when so acting will have all the powers of, and be subject
to, all the restrictions upon the President.
The Vice-President(s) will have such other powers and perform such other
duties that from time to time are prescribed for them respectively by the Board
of Directors or the Bylaws.
Secretary will keep, or cause to be kept, a book of minutes at the principal
office or such other place the Board of Directors orders of all meetings of
directors and shareholders, with the time and place of holding, whether regular
or special, and if special how authorized, the notice given, the names of those
present at directors' meetings, the number of shares present or represented at
shareholders' meetings and the proceedings of such meetings.
Secretary will keep, or cause to be kept, at the principal office or at the
office of the corporation's transfer agent, a share register, or duplicate share
register, showing the names of the shareholders and their addresses, the number
and classes of shares held by each, the number and date of certificates issued
for the shareholders and the number and date of cancellation of every
certificate surrendered for cancellation.
Secretary will give, or cause to be given, notice of all the meetings of the
shareholders and of the Board of Directors required by the Bylaws or by law to
be given, keep the seal of the corporation in safe custody and have such other
powers and perform such other duties that are prescribed by the Board of
Directors or by the Bylaws.
Treasurer is the Chief Financial Officer of the corporation, and will keep and
maintain, or cause to be kept and maintained, in accordance with generally
accepted accounting principles, adequate and correct accounts of the properties
and business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, earnings (or
surplus) and shares. The books of
account will at all reasonable times be open to inspection by any director.
Treasurer will deposit all monies and other valuables in the name and to the
credit of the corporation with such depositaries that are designated by the
Board of Directors. The Treasurer
will disburse the funds of the corporation that are ordered by the Board of
Directors, will render to the President and directors, whenever they request it,
an account of all his transactions and of the financial condition of the
corporation, and will have such other powers and perform such other duties that
are prescribed by the Board of Directors or the Bylaws.
INSTRUMENTS AND DEPOSIT OF FUNDS
for Execution of Contracts and Instruments.
to the provisions of applicable law, any note, mortgage, evidence of
indebtedness, contract, share certificate, conveyance or other instrument in
writing, and any assignment or endorsements thereof executed or entered into
between this corporation and any other person, when signed by the Chairman of
the Board, the President, or any Vice President, and the Secretary or Assistant
Secretary, the Treasurer or any Assistant Treasurer of this corporation, will be
valid and binding on this corporation in the absence of actual knowledge on the
part of the other person that the signing officers did not have authority to
execute the instrument. Any such
instruments may be signed by any other person or persons and in such manner as
from time to time determined by the Board and, unless so authorized by the
Board, no officer, agent or employee has any power or authority to bind the
corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or amount.
Accounts and Deposits.
funds of the corporation will be deposited from time to time to the credit of
the corporation with such banks, bankers, trust companies or other depositories
the Board of Directors select, or that may be selected by any officer(s) or
agent(s) of the corporation to whom such power is delegated from time to time by
the Board of Directors.
3 Signing of
Checks or Drafts.
checks, drafts or other order for payment of money, notes or other evidences of
indebtedness, issued in the name of or payable to the corporation, will be
signed or endorsed by such person or persons and in such manner that is
determined from time to time by resolution of the Board of Directors.
CERTIFICATES AND TRANSFER OF SHARES
1 Certificates for Shares.
certificate for shares of the corporation must set forth the name of the record
holder of the shares, the number of shares and the class or series of shares
owned by the holder, the par value, if any, of the shares, and such other
statements, as applicable, prescribed by Sections 416 through 419, inclusive,
and other relevant sections, of the General Corporation Law of the State of
California, and such other statements, as applicable, which may be prescribed by
the Corporate Securities Law of the State of California and any other applicable
provision of the law.
B. Necessary Signatures:
certificate issued for shares of the corporation must be signed in the name of
the corporation by the Chairman of the Board of Directors, if any, or the Vice
Chairman of the Board of Directors, if any, the President, if any, or a
Vice-President, if any, and by the Chief Financial Officer, an Assistant
Treasurer or the Secretary or an Assistant Secretary.
Any or all of the signatures on a certificate for shares may be a
facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate for shares ceases to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were an officer, transfer
agent or registrar at the date of issue.
C. Partially Paid Shares:
the corporation issues the whole or any part of its shares as partly paid and
subject to call for the remainder of the consideration to be paid therefor, any
such certificate for shares must set forth thereon the statements prescribed by
Section 409 of the California Corporations Code.
2 Consideration for Shares.
long as the proposed sale or offer to sell is in compliance with the California
Corporate Securities Law and the rules and regulations thereunder, shares may be
issued for such consideration that is determined from time to time by the Board
of Directors, consisting of any or all of the following:
(1) Money paid;
(3) Services actually rendered to the
corporation or for its benefit or in its formation or reorganization;
Debts or securities canceled; and
(5) Tangible or intangible property
actually received either by this corporation or by any wholly owned subsidiary
of this corporation.
promissory notes of the purchaser (unless adequately secured by collateral other
than the shares acquired) or future services may constitute payment or part
payment of shares of the corporation. When
shares are issued for any consideration other than money, the Board must state
by resolution its determination of the fair value of the consideration to the
corporation in monetary terms. In
the absence of fraud in the transaction, the judgment of the directors as to the
value of the consideration for shares will be conclusive.
3 Lost or
Destroyed Share Certificates.
corporation may issue a new certificate for shares or for any other security in
the place of any other certificate issued by it which is alleged to have been
lost, stolen or destroyed. As a
condition to such issuance, the corporation may require the owner of the
allegedly lost, stolen or destroyed certificate or the owner's legal
representative to give the corporation a bond, or other adequate security,
sufficient to indemnify the corporation against any claim that may be made
against it, including any expense or liability, on account of the alleged loss,
theft or destruction of any certificate or issuance of a new certificate.
compliance with any provisions of the General Corporation Law and/or the
Corporate Securities Law of the State of California which restricts the
transferability of shares, transfers of shares of the corporation will be made
only on the record of shareholders of the corporation by the registered holder
thereof, or by his attorney authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate(s) for such shares
properly endorsed and the payment of all taxes, if any, due thereon.
5 Record Date for
that the corporation may determine the shareholders entitled to notice of any
meeting or to vote or be entitled to receive payments of any dividend or other
distribution or allotment of any rights or entitled to exercise any rights in
respect of any other lawful action, the Board of Directors may fix, in advance,
a record date which is not more than sixty (60) days or fewer than ten (10) days
prior to the date of such meeting, or more than sixty (60) days prior to any
the Board of Directors has not fixed a record date, the record date for
determining shareholders entitled to notice of or to vote at a meeting of
shareholders will be at the close of business on the business day next preceding
the day on which the meeting is held. The
record date for determining shareholders entitled to give consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors has been taken, will be the day on which the first written consent is
given. The record date for
determining shareholders for any other purpose will be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto, or the sixtieth (60th) day prior to the day of such other action,
whichever is later.
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders will apply to any adjournment of the meeting unless the
Board of Directors fixes a new record date for the adjourned meeting; provided,
however, the Board of Directors must fix a new record date if the meeting is
adjourned for more than forty-five (45) days from the date set for the original
as otherwise provided by the General Corporation Law of the State of California,
shareholders on the record date are entitled to notice and to vote or to receive
any dividend, distribution or allotment of rights or to exercise the rights, as
the case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date.
6 Shares in
of other corporations held in the name of this corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
corporation by the Chairman of the Board, the President, or any Vice-President,
or any other person authorized by resolution of the Board of Directors.
7 Definitions - Share,
Shares, Shareholder, Shareholders.
used in these Bylaws with respect to the right to notice or waiver of a meeting
of shareholders, or to participate or vote at, or to assent, consent or dissent
in writing in lieu of a meeting of shareholders, as the case may be, the terms
"share" or "shares" and "shareholder" or
"shareholders" refer to an outstanding share or shares, and to a
holder or holders of record of outstanding shares when the corporation is
authorized to issue only one class or of any class upon which or upon whom the
Articles of Incorporation confer such rights where there are two (2) or more
classes or series of shares, or upon which or upon whom the General Corporation
Law confers such rights, notwithstanding the Articles of Incorporation may
provide for more than one class or series of shares, one or more of which are
limited or denied such rights thereunder.
CORPORATE BOOKS AND RECORDS
Bylaws may be amended or repealed either by the shareholders entitled to
exercise a majority of the voting power or by the Board of Directors; provided,
however, (A) the Board of Directors may not amend or repeal any provision of
these Bylaws which fixes or changes the authorized number of directors of the
corporation, (B) any control over the Bylaws vested in the Board of Directors is
subject to the authority of the shareholders to amend or repeal the Bylaws or to
adopt new Bylaws, and (C) any amendment to the Bylaws or new Bylaw which changes
the minimum number of directors to fewer than five (5) requires authorization by
the greater proportion of voting power of the shareholders as set forth in
paragraph 2.2 of these Bylaws.
2 Records -
Storage and Inspection.
corporation will keep at its principal executive office in the State of
California a copy of the Bylaws as amended to date.
If the principal executive office of the corporation is outside the State
of California and, if the corporation has no principal business office in the
State of California, it will upon request of any shareholder furnish a copy of
the Bylaws as amended to date.
corporation will keep adequate and correct books and records of account, and
will keep minutes of the proceedings of its shareholders, Board of Directors and
committees, if any, of the Board of Directors.
The corporation will keep at its principal executive office, or at the
office of its transfer agent or registrar, a record of its shareholders, giving
the names and addresses of all shareholders and the number and class of shares
held by each. Such minutes will be
in written form. Such other
and records will be kept either in written form or in any other form capable of
being converted into written form.
the corporation has fewer than one hundred (100) shareholders, the Board of
Directors is not required to cause to be sent to the shareholders of the
corporation the annual report prescribed by Section 1501 of the California
Corporations Code unless it determines a useful purpose would be served by
causing the same to be sent, or unless the California Department of
Corporations, pursuant to the provisions of the Corporate Securities Law,
directs the sending of the report.
4 Fiscal Year.
fiscal year of the corporation shall be determined by the Board of Directors
and, having been so determined by the Board of Directors, is subject to change
from time to time as the Board of Directors shall determine.
5 Construction and
the context otherwise requires, the general provisions, rules of construction
and definitions contained in the general provisions of the California
Corporations Code and in the California General Corporation Law will govern the
construction of these Bylaws.
purposes of this Article Seven: (a)
"agent" includes any person who is or was a director, officer,
employee or 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 foreign
or domestic corporation, partnership, joint venture, trust or other enterprise,
or was a director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation; (b)
"proceeding" includes any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative; and (c)
"expenses" includes attorneys' fees and any expenses of establishing a
right to indemnification under paragraphs 7.4 or 7.5(C) of these Bylaws.
in Actions by Third Parties.
corporation has the power to indemnify any person who was or is a party or is
threatened to be made a party to any proceeding (other than an action by or in
the right of the corporation) by reason of the fact such person is or was an
agent of the corporation, against expenses, judgments, fines, costs,
liabilities, settlements and other amounts actually and reasonably incurred in
connection with such proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe the conduct of such person was unlawful.
The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent will not, of
itself, create a presumption the person did not act in good faith and in a
manner which the person reasonably believed to be in the best interests of the
corporation or that person had reasonable cause to believe the person's conduct
in Actions by or in the Right
corporation has the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action by
or in the right of the corporation to procure a judgment in its favor by reason
of the fact such person is or was an agent of the corporation, against expenses
actually and reasonably incurred by such person in connection with the defense
or settlement of such action if such person acted in good faith, in a manner
such person believed to be in the best interests of the corporation, and with
such care, including reasonable inquiry, that an ordinarily prudent person in a
like position would use under similar circumstances. No indemnification will be made under this paragraph
A. In respect of any claim, issue or matter as to which such
person has been adjudged to be liable to the corporation in the performance of
such person's duty to the corporation, unless and only to the extent the court
in which such action was brought determines upon application that, in view of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for the expenses which such court determines;
B. Of amounts paid in settling or otherwise disposing of a
threatened or pending action, with or without court approval; or
C. Of expenses incurred in defending a threatened or pending
action which is settled or otherwise disposed of without court approval.
the extent that an agent of the corporation has been successful on the merits in
defense of any proceeding referred to in paragraphs 7.2 or 7.3 of these Bylaws
or in defense of any claim, issue or matter therein, the agent will be
indemnified against expenses actually and reasonably incurred by the agent in
as provided in paragraph 7.4 of these Bylaws, any indemnification under this
Article Seven will be made by the corporation only if authorized in the specific
case upon a determination that indemnification of the agent is proper in the
circumstances because the agent has met the applicable standard of conduct set
forth in paragraphs 7.2 or 7.3 of these Bylaws, by:
A. A majority vote of a quorum consisting of directors who are
not parties to such proceeding;
B. Approval of the shareholders, with the shares owned by the
person to be indemnified not being entitled to vote on such indemnification; or
C. The court in which such proceeding is or was pending upon
application made by the corporation or the agent or the attorney or other person
rendering services in connection with the defense, whether or not such
application by the agent, attorney or other person is opposed by the
6 Advance of Expenses.
incurred in defending any proceeding may be advanced by the corporation prior to
the final disposition of such proceeding upon receipt of an undertaking by or on
behalf of the agent to repay such amount, unless it is determined ultimately
that the agent is entitled to be indemnified as authorized in this Article
indemnification authorized by this Article Seven shall not be deemed exclusive
of any additional rights to indemnification for breach of duty to the
corporation and its shareholders while acting in the capacity of a director or
officer of the corporation to the extent the additional rights to
indemnification are authorized in the Articles of Incorporation pursuant to
California Corporations Code section 204(a)(11).
The indemnification provided by this section for acts, omissions, or
transactions while acting in the capacity of, or while serving as, a director or
officer of the corporation but not involving breach of duty to the corporation
and its shareholders shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any bylaw, agreement, vote
of shareholders or disinterested directors, or otherwise, to the extent the
additional rights to indemnification are authorized in the Articles of
Incorporation of the corporation. A
provision in the Articles of Incorporation authorizing indemnification "in
excess of that otherwise permitted by Section 317" or "to the fullest
extent permissible under California law" or the substantial equivalent
thereof shall be construed to be both a provision for additional indemnification
for breach of duty to the corporation and its shareholders as referred to in,
and with the limitations required by, California Corporations Code Section
204(a)(11) and a provision for additional indemnification as referred to in the
second sentence of this paragraph 7.7. The
rights to indemnity hereunder shall continue as to a person who has ceased to be
a director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of the person.
Nothing contained in this Article Seven shall affect any right to
indemnification to which persons other than the directors and officers may be
entitled by contract or otherwise.
8 Forms of Indemnification
indemnification or advance will be made under this Article Seven, except as
provided in paragraphs 7.4 or 7.5(C) of these Bylaws, in any circumstance where
it appears it would be inconsistent with:
A. A provision of the Articles of Incorporation, these Bylaws, a
resolution of the shareholders or directors, or an agreement in effect at the
time of the accrual of the alleged cause of action asserted in the proceeding in
which the expenses were incurred or other amounts were paid, which prohibits or
otherwise limited indemnification; or
B. Any condition expressly imposed by a court in approving a
corporation has the power to purchase and maintain 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 the corporation would have the power to indemnify the agent against such
liability under the provisions of this Article Seven.
to Fiduciaries of Employee Benefit Plan.
This Article Seven does not apply to any proceeding against
any trustee, investment manager or other fiduciary of an employee benefit plan
in such person's capacity as such, even though such person may also be an agent
of the corporation as defined in paragraph 7.1 of these Bylaws.
Nothing contained in this Article Seven limits any right to
indemnification to which such a trustee, investment manager or other fiduciary
may be entitled by contract or otherwise which is enforceable to the extent
permitted by applicable law other than Section 317 of the California
BY INCORPORATOR OF ADOPTION OF BYLAWS
undersigned person appointed in the Articles of Incorporation to act as the
Incorporator of .KIDS Domains, Inc., a California corporation, hereby adopts the
as the Bylaws of such corporation.
September ___, 2000
CERTIFICATE BY SECRETARY OF ADOPTION OF BYLAWS
IS TO CERTIFY that I am the duly-elected, qualified, and acting Secretary of
.KIDS Domains, Inc., a California
corporation, the foregoing Bylaws were adopted as the Bylaws of such corporation
on the date set forth above by the Incorporator of the corporation, the
foregoing Bylaws were submitted to the directors of such corporation and
recorded in the minutes of the directors, and were ratified by the vote of
directors entitled to exercise the majority of the voting power of such
September ___, 2000
1329 Scott Road
Burbank, CA 91504
818.531.1501 ext. 120
1979 – Present Chairman, CEO & President, RTF&A, Burbank, CA
¨ Company has an annual revenue of $3 to $5 million.
¨ Leading Geotechnical Engineering company in Southern California and the state of California.
Los Angeles Pierce College, Civil Engineering
California State University, Los Angeles, Civil Engineering
¨ Chairman of several sub-committees over the last nine years, overseeing million dollar annual budgets.
¨ On Board of Directors of a large non-profit organization.
¨ Involved with Young Life, national Kidney Foundation, Blind Children’s Trust, American Diabetes Society and the YMCA.
¨ Available upon request.
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (“MOU”) between Tucows, Inc. (“Tucows”)
and .KIDS Domains, Inc. (.KIDS Inc.”) is entered on September 27, 2000.
In General. The parties have
agreed to enter into a partnership regarding the development and provision of
systems infrastructure and support services by Tucows that will allow .KIDS inc.
to operate as the registry of the .KIDS top level domain name.
This MOU sets forth the parties’ understanding regarding the principal
business terms of the partnership. The
parties agree that they shall deal exclusively with one another with respect to
a .KIDS gTLD for a period of six (6) months following execution of this letter.
The Agreement. The parties
are now negotiating the terms and conditions of an outsourcing agreement whereby
Tucows shall agree to supply such services as may be necessary to ensure the
effective and efficient operation of the .KIDS top level domain registry (the
“Agreement”). The parties
anticipate a target completion date of November 1, 2000 for the execution of the
Agreement. Either party may
terminate this MOU by providing written notice to the other party of its
intention to sever negotiation of the Agreement.
The parties contemplate that the Agreement will contain terms and
conditions that are commercially reasonable and consistent with this MOU.
ICANN Proposal. Tucows shall
be responsible for the Registry Operator’s Proposal and the Registry
Operator’s Fitness Disclosure, both of which shall accompany the remaining
documentation and payments to be prepared and submitted by .KIDS Inc. in
association with the application for a gTLD.
Binding Effect. The parties
intend to be and will be bound to proceed with provision and acceptance of the
Services, as defined below, only upon final execution and delivery of the
Agreement. This MOU is not intended
to and does not create any binding obligations (except as set forth in Section
The Services. The
“Services” are systems infrastructure, software and support services that
are designed to allow .KIDS inc. to operate as the registry of a top level
Service Levels. Tucows will
deliver the Services in a manner that meets the minimum service expectations as
set forth in the Registry Operator’s Proposal and the Registry Operator’s
Fitness Disclosure (the ‘Service Levels”).
Ownership of IP. .KIDS Inc.
acknowledges and agrees that Tucows shall be the sole and exclusive owner of all
copyright, patent and other intellectual property rights in and to the Services.
License. Under the
Agreement, Tucows will receive a license for the rights necessary under the TLD
registry agreement with ICANN necessary for the provision of the Services.
.KIDS Inc. shall be responsible for communications with registrants,
including but not limited to, providing customer service, billing, etc.
Data Ownership. All right,
title and interest in and to all information that is created, collected or
stored in connection with the top level domain name and/or the provision of the
Services (the “Data”) will be owned by .KIDS Inc.
Subject to the terms and conditions of the Agreement, .KIDS Inc. will
grant Tucows a worldwide, non-exclusive, royalty-free license to use the Date to
the extent necessary for Tucows to fulfill its obligations under the Agreement.
Redundancy and Security. Tucows
shall ensure that the Services are provided from secure facilities.
Tucows further agrees that in the event of the failure or corruption of
the facilities, a alternative system
Financial Obligations. Tucows
shall receive a non-refundable payment of $50,000.00 payable by .KIDS shall be
available to provide the Services to .KIDS Inc. within twenty four (24)hours
following the grant of a .KIDS license by ICANN in consideration for Tucows’
preparatory efforts in readying the .KIDS registry.
Tucows shall be paid a monthly operation fee of $5000.00, payable on the
first day of each month and commencing upon the live operation of the. KIDS
registry. In addition to the
foregoing, Tucows shall receive $4.00 for each of the first 250,00 domain years
registered in the .KIDS registry and $3.00 for each domain year, including
renewals, registered thereafter.
Equity Participation. Tucows
shall be granted an option to purchase up to 200,00 shares of .KIDS Inc. at a
price of $.10 per share. These
options presently constitute 4% of the outstanding equity in and to the company.
Tucows’ right to exercise its options shall expire five years following
the execution of the Agreement. In
addition to the foregoing, Tucows insiders, which term shall be further defined
in the Agreement, shall be entitled to purchase a maximum of 100,000 additional
shares at a cost of $1.00 per share. The
options grated to the Tucows insiders shall expire on the later of November 30,
2000 or two weeks following the grant of a .KIDS license by ICANN.
Term. The term of the
Agreement will be (4) years from the date that the definitive agreement is
executed and will be automatically renewed for successive two-year periods
thereafter unless either party decides to terminate the relationship in
accordance with the Agreement, Notwithstanding the foregoing, .KIDS Inc. shall
be entitled to terminate the Agreement after the first two year period it is is
able to establish that Tucows has failed to maintain the registry according to
standards that will be more full defined in the Agreement.
In the event of termination of the Agreement for any reason whatsoever,
.KIDS Inc. shall continue to pay to Tucows $.25 for each domain year
registration, including renewals, in any .KIDS registry.
Deconversion. In the event
that .KIDS Inc. seeks to terminate the Agreement and designates an alternative
company to perform the Services, TUCOWS shall continue to provide the Services
and work with .KIDS Inc. in good faith to allow for a smooth transition. Notwithstanding the foregoing, the parties acknowledge the
Tucows’ obligations hereunder shall be predicated upon agreement by the
parties as to the appropriate professional fees to be paid to Tucows in
consideration for its services.
Indemnification. Tucows will
indemnify. KIDS Inc. against claims resulting form (i) the failure of Tucows to
meet the required Service levels and (ii) for claims resulting from Tucows’
negligence in developing and provision of the Services.
The parties shall include such other indemnities as may be appropriate in
hereto and incorporated by reference is a confidentiality agreement, the terms
of which have been agreed by the parties.
Governing Law; Dispute Resolution. The
agreement will be governed by the laws of the State of California. Both parties will work together in good faith for a period of
thirty (30) days to resolve any disputes. Any
disputes that cannot be resolved during such period shall be held over for
arbitration in connection with the procedures of the American Arbitration
Association. All arbitration
proceedings will be held in Los Angeles, California.
Any court proceedings will take place in the Los Angeles courts, and the
Agreement will contain a provision under which Tucows will agree to the
jurisdictions of such courts.
Currency. All prices and
payments herein have been quoted in U.S. dollars.
AGREED TO AND ACCEPTED:
Name: Ross Rader
.KIDS Domains Inc.
Name: H. Page Howe
Title: Chief Executive Officer