NAME, DOMICILE, AND AIMS AND OBJECTIVES OF THE ASSOCIATION
1 Name of the Association
The name of the Association is [ ].
2 Domicile of the Association
The domicile of the Association is the city of Helsinki, Finland.
3 Aims and Objectives of the Association
The Association is a non-profit organization, established to function as an international policy making body for a mobile Internet top-level domain and its domain name system in the interest of the Mobile Internet community. The aim and objectives of the Association are to promote the use of mobile domain names and mobile use of the Internet. For these purposes it will create in co-operation with and in the limits of the authority granted by ICANN policies for the technical management of the mobile Internet domain name system and for registration of new domain names in order to ensure that all domain names registered in the domain name system of the mobile top-level domain will be intended for mobile use. It will also strive to procure operational stability for mobile Internet solutions and promote free competition.
The Associationís activity is global and it can, for the purposes of its aims and objectives, create associations or other non-profit organizations in other countries.
It is not the purpose of the Association to make profit or to obtain any other direct material benefit for its Members.
The Association co-ordinates the development of the mobile Internet top-level domain by:
5 Members of the Association
The Registry and registrars are eligible for membership. As an exception to this principle, during the first 12 months the Association will not take new members due to an initial testing and development period.
Applications for membership shall be made in writing and submitted to the Board of Directors, which admits the candidates as new Members and keeps a membership register. The Board of Directors accepts the applications for membership.
The amount of Membersí annual dues is decided by the General Meeting on the proposal of the Board of Directors.
6 Duration of membership
Membership shall enter into force once the membership application has been approved of by the Board of Directors.
Membership shall cease in the event of the dissolution of a collective body or foundation and upon the resignation or dismissal of a Member.
7 Resignation or expulsion from the Association
Any Member may, by giving notice in writing to the Board of Directors or Chairman of the Board, terminate his membership. A Member may also terminate his membership at the Associationís General Meeting by giving the Chairman of the Meeting a notice of resignation to be recorded in the minutes of the meeting.
The Association may expel a Member who has not fulfilled the obligations imposed on him by the membership or who, by his activity in or outside of the Association, has caused substantial harm or prejudice to the Association, or who no longer fulfills the criteria set for membership. The decision on expulsion shall be made on the recommendation of the Board of Directors at the Annual General Meeting, and the expulsion shall take place only if at least ĺ of the Members present support it. The Member to be expelled shall have the right to speak before the matter is decided.
8 General Meetings of the Association
The Annual General Meeting of the Association shall be held in May on a date determined by the Board of Directors.
An Extraordinary General Meeting shall be held if such a decision is made at the Annual General Meeting, whenever the Board of Directors considers it necessary, or if at least one tenth of the Members of the Association request in writing that the Board of Directors call such a meeting to deal with an issue specified in the request.
At any General Meeting, non-members may be allowed to attend and speak at the meeting. This freedom of attendance shall, however, be restricted a) during the initial testing period and b) should the Meeting examine questions classified as confidential either by law or on a contractual basis.
The minutes of the General Meeting shall be posted on the website of the Association at the latest 14 days after each meeting, with the exception, however, of confidential information contained in these minutes and with the exception of the initial twelve-month testing period.
9 Notice of General Meeting
A General Meeting of the Association is convened by notice of the Board of Directors. Notices of meetings shall be forwarded by e-mail to each Member to the address included in the membership register. In addition the notice shall be posted on the website. The Annual General Meeting shall be called by a minimum of four weeksí advance notice, and an Extraordinary General Meeting shall be called by a minimum of fourteen daysí advance notice.
10 Votes of Members
Every Member shall have one vote at General Meetings of the Association.
11 Order of decision-making
Unless otherwise stipulated by these by-laws, the following is required for the adoption of a decision
1. more than half of the total votes cast;
2. in the event of a tie, the vote cast by the Chairman.
The majority vote system shall be applied if elections at meetings are not unanimous. Elections will take place by secret ballot. In the event of a tie, the election is decided by drawing lots.
13 Annual General Meeting
The agenda of the Annual General Meetings shall be as follows:
1. Opening of the meeting
2. Election of the Chairman and officers of the meeting
3. Directorsí Annual Report and final Accounts, which have been forwarded by e-mail to each Member to his or her address given to the membership register at least one week before the meeting
4. Auditorsí report and approval of the books
5. Decision concerning the discharge of liability of the Board
6. Decision concerning the use of surplus or on the recovering of deficit.
7. Operating Plan and Budget for the following activity year
8. Fixing the remuneration of the Auditors and Members of the Board of Directors
10. Election of the Chairman, Vice-Chairman, and Members of the Board replacing those retiring
11. Election of the Auditors and the Deputy Auditor
12. Other matters appearing on the agenda.
A Member of the Association may submit a matter for decision at the Annual General Meeting by an e-mail supported by at least five Members, and forwarded to the Board of Directors no later than at the end of March.
The Chairman of the Meeting shall see that minutes are duly kept of all decisions of the meeting. The Chairman shall appoint one of the persons present as recorder of the minutes. The minutes shall be signed by the Chairman of the meeting and the recorder of the minutes.
ADMINISTRATION OF THE ASSOCIATION
15 Duties of the Board of Directors
The administrative body of the Association shall be called the Board of Directors. It is the duty of the Board of Directors
3. to direct general activities concerning the policy making of the registry and administration of Mobile Internet domain names
4. to manage the property of the Association and to take responsibility for the Associationís finances,
5. to appoint and remove the Associationís Managing Director,
6. to supervise the work of the Associationís office.
The Board of Directors may sell, exchange and mortgage the property of the Association.
The Board of Directors consists of 3 to 10 members, which include a Chairman and a Vice-Chairman. Should there be more than 5 members elected to the Board, the number of Vice-Chairmen is two. In the Board the Registry and registrars shall be equally represented. The selection of Directors shall comply with all applicable geographic diversity and the aim is to have the following regions represented in the Board of Directors: Europe; Asia/Australia/Pacific; Latin America/Caribbean islands; Africa; and North America.
The Annual General Meeting shall, from among the Members of the Association, first elect the Chairman of the Board of Directors, then the Vice-Chairman/Vice-Chairmen and subsequently the other Board Members.
The Members of the Board of Directors shall be elected for a term of two years.
16 Meeting of the Board of Directors
The Board of Directors shall be convened by notice given by the Chairman. A Meeting shall be called on written request by any five Members.
The Board of Directors constitutes a quorum if, in addition to the Chairman or one of the Vice-Chairmen, half of the Members are present.
The adoption of a decision requires more than half of the votes cast. In elections the majority vote system shall be applied. In the event of a tie, the Chairman of the meeting has the casting vote for decisions other than elections, for which the result is decided by lot.
Members of the Board may participate in a meeting of the board through use of (i) conference telephone or similar communications equipment, provided that all Directors participating in such a meeting can speak to and hear one another or (ii) electronic video screen communication or other communication equipment; provided, that (a) all Directors participating in such a meeting can speak to and hear one another, (b) all Directors are provided the means of fully participating in all matters before the Board and (c) the Association adopts and implements means of verifying that (x) a person participating in such a meeting is a Director or other person entitled to participate in the meeting and (y) all actions of, or votes by, the Board are taken or cast only by the Directors.
17 Advisory Committee for the Board of Directors
The Board of Directors shall have an advisory body, called Advisory Committee to take part and consult in the preparation of matters to be examined by the Board Meetings. This advisory body is open to members and non-members alike, and its aim is to constitute an open participation forum to all those who are willing to contribute to the work of the Association. The participants should have knowledge and interest in issues dealt with by the Association. The Advisory Committee shall have a chairman whose role is to act as a spokesman for the Advisory Committee in its relation with the Board of Directors. The initial chairman of the Advisory Committee shall be nominated by the Board of Directors and subsequent chairmen shall be elected by the members of the Advisory Committee. The Advisory Committee shall meet on a regular basis. The Advisory Committee shall have no legal authority to act for the Association nor are its decisions binding, but it shall report and notify all its recommendations and ideas to the Board of Directors.
The Advisory Committee shall not, however, be instituted before the end of the initial twelve-month testing period.
18 Managing Director
A Managing Director shall be appointed for the Association. The Board of Directors determines the duties and powers of the Managing Director.
19 Signing for the Association
The Chairman and the Vice-Chairman of the Board of Directors each of them together with another Member of the Board, the Managing Director of the Association as well as the officials authorized by the Board of Directors sign for the Association.
Two Auditors and one Deputy Auditor shall be appointed for the Association. One of the Auditors and the Deputy Auditor shall be auditors approved of by the Central Chamber of Commerce. Auditing may also be taken care of by an accounting company approved of by the Central Chamber of Commerce.
The Associationís financial year shall be the calendar year.
The final accounts for each financial year shall be submitted to the Auditors by the end of March of the following year.
The General Meeting of the Association shall have the right, on the recommendation of the Board of Directors, to create and add to funds serving the purpose of the Association, and to determine the use of these funds.
The internal language and spoken language in the meetings of the Association is English. All the official documentation will be translated in Finnish.
DISSOLUTION OF THE ASSOCIATION
22 Use of the funds upon the dissolution or cessation of operations of the Association
Upon the dissolution or cessation of operations of the Association and upon payment of all its debts and liabilities, at the last General Meeting the Associationís remaining assets shall be donated or paid to other non-profit associations having objectives similar to those of the Association.