Articles of Association of
"Council of Registrars (CORE) Association"
This is a revised version of the CORE Articles of Association that incorporates the
Amnendments voted during CORE's Plenary Meeting held in Washington, D.C. on
January 23-24, 1998. Article 6 (termination) has been amended at CORE's Annual
Plenary Meeting in Sophia Antipolis, France, March 12-14, 1999.
If you have any comments, please send them to CORE-Ethics@core.gtld-mou.org
ARTICLE 1. NAME AND SEAT. OFFICES
Under the name - "CORE ASSOCIATION" an association exists that is governed by
these articles of association, any regulations promulgated hereunder and by Articles
60-79 of the Swiss Civil Code. The Association has its seat in Geneva (Switzerland); it
may have offices in countries outside Switzerland as well.
ARTICLE 2. DEFINITIONS
1. In these Articles of Association (the "Articles"):
"the Act" means the Swiss Civil Code, in particular Articles 60 - 79 thereof;
"Association" means CORE Association;
"Chair" means the chair of the Association as referred to in Article 12;
"Compulsory Contributions" means contributions which must be paid by all Members;
"CORE-MoU" means the Memorandum of Understanding dated October, 19, 1997,
executed on behalf of iPOC and other parties;
"DNS" means the Domain Name System which is the Internet naming system as
defined in RFC 1591;
"Fees" means the fees per SLD registrations paid by Registrars and received by CORE
as described in Article 6 (d) (ii) of CORE-MoU;
"gTLD-MoU" means the Memorandum of Understanding dated May 1, 1997 executed
on behalf of IANA , ISOC and other parties;
"Executive Committee" means the executive committee of the Association as referred
to in Articles 11 through 13;
"Generic Top Level Domains" ("gTLDs") means the TLDs ".com", ".org", ".net" as
defined in RFC 1591, and those TLDs established in or under the authority of the
"IANA" means the Internet Assigned Numbers Authority;
"iPOC" means the interim Policy Oversight Committee formed under the provisions of
"ISOC" means the Internet Society;
"Member" means every Registrar whose application to act as Registrar was filed prior
to October 16, 1997 and accepted pursuant to the gTLD-MoU, and every Registrar who
is accepted as Member of the Association in accordance with Article 5;
"Permanent Reference Document" ("PRDoc") means a document noted as such by a
Plenary Meeting and listed as such by the Permanent Secretariat on the list of
Permanent Reference Documents;
"Permanent Secretariat" means the permanent secretariat established pursuant to
Article 10 para-graph 2 sub m;
"Plenary Meeting" means the body of the Association formed by the Members as well
as the meeting of the Members;
"Policy Advisory Body" ("PAB") means the Policy Advisory Body formed under the
provisions of the gTLD-MoU;
"Policy Oversight Committee" ("POC") means the Policy Oversight Committee formed
under the provisions of the gTLD-MoU;
"Registrar" means all Registrars established at any time by the gTLD-MoU;
"Trade Marks" means all trade marks the Association may own;
"Voluntary Contributions" means contributions which shall be paid only by those
Members who agree to such contributions.
2. Expressions referring to writing shall, unless otherwise specified, be construed as
including references to printing (fax, telex, photocopy), electronic mail and any other
modes of representing or reproducing words in a visible form.
3. Unless otherwise specified, words or expressions contained in these Articles shall
bear the same meaning as in the Act in force at the date at which these Articles
become binding on the Association.
ARTICLE 3. OBJECTIVES
1. The Association is non-profit oriented and shall have as its objectives the
establishment of a structure in which the Registrars can operate in accordance with
the provisions of the gTLD-MoU and the best interests of the current and future users of
the the Internet in general and in particular the DNS as a public resource and subject
to the public trust.
2. These objectives shall be accomplished through the further and compatible
development of standards, specifications and agreements relating to the assignment of
SLDs in the gTLDs.
3. These objectives shall be accomplished via Members' support, participation,
consultation and lobbying in the Association.
ARTICLE 4. FUNDS
1. The funds of the Association shall consist of fees contributions (compulsory or
voluntary; credited against fees or not) of the Members, grants, gifts and other
2. The income and property of the Association, whenever derived, shall be applied
solely for the promotion of the objectives of the Association as set forth in these
Articles of Association and no portion thereof shall be paid or transferred directly or
indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to the
Members of the Association, provided that nothing herein shall prevent the payment, in
good faith, of reasonable and proper remuneration to any officer or servant of the
Association, or reinbursement to any Member of the Association of the expenses
incurred on the Association's behalf.
ARTICLE 5. MEMBERS
1. In addition to the Registrars that are Members by virtue of having filed applications to
act as a Registrar prior to October 16, 1997, which applications were accepted
pursuant to the gTLD-MoU, every Registrar can, subject to admittance pursuant to
paragraph 2 of this Article 5, become a Member of the Association.
2. Applications for membership shall be submitted to the Permanent Secretariat who,
upon verifying their completeness, shall forward such applications to the Executive
Committee. The Executive Committee shall, upon receipt of a certificate of acceptance
of these Articles and such other documents as it may reasonably require, approve or
deny the application. Admission as a Member shall become effective upon the decision
by the Executive Committee.
3. Each Member is, upon the effectiveness of its membership, granted a non-exclusive,
royalty free license to use the Trade Marks in accordance with the rules and conditions
specified in specific regulations on Trade Marks. The regulations on Trade Marks, and
any modifications thereto as adopted in accordance with Article 21, are binding upon
4. Memberships may not be sold or transferred, directly or indirectly, by Members
without the prior written consent of the Executive Committee. Such consent will not
unreasonably be withheld, delayed or conditioned where the transferee is a
wholly-owned subsidiary of the Member or the Member is a wholly-owned subsidiary of
the transferee, or where the personnel exercising dominion and control over the policies
and practices of the Member will continue to exercise the same, so that the transfer is
in fact nominal, or a mere change of form. In all other cases, the consent of the
Executive Committee may be withheld in its discretion. Without limiting the generality
of the foregoing, the Executive Committee shall see to it that a transferee meets all of
the conditions of membership that were satisfied by the original Member, and shall
also see to it that (a) voting power is not concentrated in the hands of a subset of the
Members by reason of consolidations or mergers of Members and (b) the ability of the
association to impose and collect assessments is not impaired by the use of multiple
independent companies of a single membership in the Association.
ARTICLE 6. Termination of Membership, Its Rights and Responsibilities.
1. A Member may surrender its membership in the Association at any time and for any
reason. Surrender of membership does not exonerate the Member from any liability
incurred to the Association prior to the effective date of the surrender. A Member, upon
surrendering its membership, may apply to the Executive Committee for exoneration,
in whole or in part, from such obligations.
2. The Association may terminate the membership of a Member, or suspend, for a time
the exercise by a Member of some or all of the rights, powers and privileges of
membership, but only in conformity with the procedures, and for the reasons, set forth
in Sub-article C of this Article.
B. Surrender of Membership
A Member may surrender its membership by transmitting a signed declaration to that
effect to the Permanent Secretariat. The effective date of termination shall be the date
upon which the declaration is received by the Permanent Secretariat, unless some
future date is specified in the declaration, in which case such future date shall be the
effective date of termination.
C. Termination or Suspension of Membership, its Rights and Responsibilities.
1. The membership of a Member may be terminated, or suspended, immediately by
the Executive Committee upon:
a. The receipt by the Executive Committee or the Permanent Secretariat of a judgment
of a court of competent jurisdiction, decreeing that the Member be terminated or
suspended; an award from an arbitrator in accordance with article 23 of the CORE
articles of association; or
b. The failure of the Member to pay any membership dues or other amounts owing to
the Association, which failure continues for more than thirty (30) calendar days after
notification from the Executive Committee or the Permanent Secretariat of such failure.
2. The membership of a Member may be terminated, or suspended, by a two thirds
majority vote of Members at a duly constituted Plenary Meeting, upon one or more of
the following grounds:
a. The failure of a Member to satisfy the requirements of these Articles, as amended
from time to time, any duly adopted Regulations of the Association, or any PRDocs for
membership (other than a failure covered under Sub-article C.1.b. above), which
continues for more than thirty (30) calendar days after notification from the Executive
Committee or the Permanent Secretariat of such Member's out-of-compliance
b. Intentional conduct on the part of a Member and/or any aspect of its business
deemed prejudicial to the orderly and stable operation by CORE or any other Member
of the Association, except that free and fair open market competition shall not be
deemed a violation of this provision. Without limiting the generality of the foregoing, the
following conduct shall be cognizable under this paragraph:
(i) Subverting the operation of the Association's computer, communications, or other
systems to produce outcomes contrary to those intended by the express design
criteria of such systems;
(ii) Disparagement of the Association or any Member thereof, except that this provision
does not prohibit the making of objectively-verifiable statements of fact nor do these
Articles countenance the termination or discipline of a Member for making statements
of any kind unless the statement is false and was intended to and actually did cause
harm to the Association or a Member thereof.
3. No termination or suspension of a Member pursuant to Sub-article C.2. above shall
be effective unless the notice given to Members of the Plenary Meeting at which such
termination or suspension is to be considered specifies that the termination or
suspension of such Member is a purpose of such meeting, and the Member is given
the opportunity to be heard at such Plenary Meeting.
D. Grievance Procedure.
A Member desiring to contest any involuntary termination or suspension of its
membership hereunder may proceed according to the Arbitration provisions of Article
23 of these Articles.
Notwithstanding any inconsistent provision of these Articles or any other PRDoc of the
Association, a Member, who does not vote in favor of a resolution which in any way
increases the financial burdens of membership, may avoid the effect of such resolution,
by surrendering its membership within thirty (30) calendar days after (a) the approval of
the minutes of the meeting at which such burden was increased or (b) the adoption of
the burdening resolution by written action. To take advantage of this provision, the
Member shall state in its surrender notice that it is exercising the privilege of avoiding
the increased burden. No Member may make this election unless it is current in the
payment of all obligations to the Association, or it tenders payment of its uncontested
indebtedness to the Association at or before the time it elects to surrender its
membership and avoid any given increased financial burden.
ARTICLE 7. PLENARY MEETINGS
1. Plenary Meetings of the Association shall be held at the date and the place as
decided by the preceding Plenary Meeting on the advice of the Chair. In the event the
Plenary Meeting has not determined the date and the place when and where the next
Plenary Meeting shall be held, its meeting shall be held in Geneva or at any other
place and at the date the Chair deems appropriate.
2. Subject to paragraph 1, the Association shall, within six months after the beginning
of each calendar year (unless this period has been extended by the Plenary Meeting),
hold a Plenary Meeting as its Annual Meeting, in addition to any other meeting in that
year, and shall specify the Annual Meeting as such in the notices calling it.
3. All Plenary Meetings other than Annual Meetings shall be called Extraordinary
Plenary Meetings. Extraordinary Meetings may offer the opportunity for the Members
to speak by telecommunications means.
4. The Executive Committee may, whenever it thinks fit, convene an Extraordinary
Plenary Meeting. An Extraordinary Plenary Meeting shall also be convened on request
of not less than one-tenth of Members entitled to attend and to vote at a Plenary
5. All Members have the right to attend Plenary Meetings. However, suspended
Members are not authorized to attend Plenary Meetings, subject to the provision of
Article 6 paragraphs 6 and 7 and of Article 16 paragraph 7. A Member may authorize
another Member to represent it at a Plenary Meeting by way of a proxy. Such proxy
shall be produced at the demand of any Member and has to be made in the form as
referred to in the regulations on rules and procedures. The auditor as referred to in
Article 15 shall be invited to attend the Annual Meeting whenever the Executive
Committee or Members entitled to attend and cast not less than one-tenth of the votes
at a Plenary Meeting deem such necessary.
6. Resolutions of the Plenary Meeting may also be adopted by written procedure,
except for resolutions as referred to in Article 6 paragraph 8, Articles 19, 20 and 21 of
the Articles of Association.
7. All travel, hotel and other expenses incurred by a Member's representative in
connection with its attendance at Plenary Meetings or Working Group Meetings, or
otherwise in connection with the Association, shall be paid by the relevant Member(s),
unless otherwise decided by a Plenary Meeting.
ARTICLE 8. NOTICE OF PLENARY MEETINGS
1. Plenary Meetings shall be called by 20 days' notice in writing at the least. The
notice shall be exclusive of the day on which it is served or deemed to be served and of
the day for which it is given and shall specify the place, the day and the hour of the
Plenary Meeting. Notwithstanding the provision of Article 19 paragraph 1 and Article 20
paragraph 1, the notice shall furthermore announce the business to be dealt with, the
agenda and, in the case of special business, the general nature of that business. The
notice shall be given to the persons as referred to in Article 18.
2. Extraordinary Meetings which offer the opportunity for the Members to participate by
telecommunications shall be called by two days notice at the least.
ARTICLE 9. PROCEEDINGS AT PLENARY MEETINGS. QUORUM
1. Each Member shall be entitled to one vote at Plenary Meetings.
2. No business shall be transacted at any Plenary Meeting unless a quorum of
Members or votes is present at the time when the Plenary Meeting proceeds to
business. Save as herein otherwise provided, a Plenary Meeting shall achieve a
quorum when at least one third of the total number of Members are present or
represented by proxy.
3. Unless otherwise provided by these Articles of Association, all resolutions of the
Plenary Meeting shall be adopted by a simple majority of the votes actually cast.
ARTICLE 10. POWERS OF THE PLENARY MEETING
1. All the powers in the Association which have not been entrusted to the Executive
Committee or any other body of the Association by the Act or by these Articles of
Association shall be vested in the Plenary Meeting.
2. The particular functions of the Plenary Meeting shall be the following: a. the
appointment, suspension and dismissal of members of the Executive Committee; and
b. the establishment or abolition of Working Groups, the election of the chairs of
Working Groups and the approval of their terms of reference and rules of procedure;
and c. the establishment or abolition of Regional and Interest Groups, the ratification of
the election of the chairs of Regional and Interest Groups, and the approval of their
terms of reference and rules of procedure; and d. the approval of the budget, including
the amount of budgeted Compulsory and Voluntary Contributions, of the accounts and
the Executive Committee's annual report; and e. the appointment of an auditor; and f.
the amendment of the Articles of Association and the dissolution of the Association;
and g. the approval of the work programme of the Association and any necessary
modifications to or amendments of the budget; and h. the definition of the general
policy of the Association; and i. the approval of common positions which are to be
issued by the Association; and j. the adoption of financial procedures; and k. the
decision on an appeal of a Member as referred to in Article 6 paragraphs 6 and 8; and
l. the expulsion of Members; and m. the establishment of the Permanent Secretariat
and the appointment of senior executives of the Association, including the Coordinator
as head of the Permanent Secretariat; and n. the notation of Permanent Reference
Documents, of Restricted Document Procedures and Restricted Special Document
Procedures; and o. the categorization or recategorization of documents pursuant to the
Articles of Association; and p. the determination of the need for co-operation
agreements with third parties, if necessary the establishment of a Working Group for
the negotiation of such agreements, the entry into such agreements and the
designation of rapporteurs; and q. the approval of common software standards for the
purpose of all communications and the processing and storage of all documents
relating to the Association; and r. the resolution of disputes within and between
Working Groups; and s. the adoption and amendment of regulations, which shall not
be contrary to the Articles of Association.
3. Resolutions on the matters specified in this Article 10 can only be taken with a
majority of not less than 67% of the total votes
ARTICLE 11. EXECUTIVE COMMITTEE
1. There shall be an Executive Committee consisting of two natural persons as a
minimum, viz. the Chair and the Deputy-Chair, and seven natural persons as a
maximum. The members of the Executive Committee shall be appointed by the
Plenary Meeting. The number of members of the Executive Committee shall be
decided on by the Plenary Meeting.
2. Only an officer, director or employee of a Member can be appointed as a member of
the Executive Committee. Each member of the Executive Committee shall be an
officer, director or employee of a different Member.
3. Each member of the Executive Committee, when appointed for a certain time, may
be dismissed or suspended by the Plenary Meeting at any time. Any suspension
which is not followed by a resolution of dismissal within three months, shall end by the
lapse of that term.
4. Each member of the Executive Committee shall retire at the latest three years after
its appointment according to a rota of retirement to be drawn up by the Executive
Committee. The retiring member shall be eligible for reappointment, subject to the
provision of paragraphs 1 and 2 of Article 12; a member who has been appointed in a
premature vacancy shall take its predecessor's place on the rota.
5. Membership of the Executive Committee shall furthermore end: a. by termination of
the membership in the Association by the Member of which the member of the
Executive Committee is an employee; b. by resigning; c. by termination of the
employment contract between the member of the Executive Committee and a Member,
unless determined otherwise by the Plenary Meeting in case the member of the
Executive Committee has accepted an employment contract with another Member.
6. All travel, hotel and other expenses incurred by a member of the Executive
Committee in connection with attendance at meetings in person of the Executive
Committee shall be paid by the member, unless otherwise decided by a Plenary
ARTICLE 12. CHAIR AND DEPUTY-CHAIR
1. The Chair and the Deputy-Chair shall be appointed in their function by the Plenary
Meeting for a period of one year and shall be eligible for reappointment as such for
another period of one year.
2. The Deputy-Chair normally succeeds the Chair on the latter's termination of office.
The name(s) of the candidate(s) for the function of Deputy-Chair for the following year
shall be notified to the Permanent Secretariat within three months of the end of the
current Chair's term of office. Within two weeks of the due date of receipt of such
notification, the Permanent Secretariat shall notify each Member of the names of the
persons put forward.
3. The Chair shall preside over the meetings of the Executive Committee and the
Plenary Meetings and is authorised in its capacity as Chair to represent the
4. The Chair may invite observers to the Plenary Meeting or to a part of the Plenary
Meeting upon such terms and conditions as he defines.
ARTICLE 13. POWERS AND DUTIES OF THE EXECUTIVE COMMITTEE
1. The Executive Committee shall be charged with the management of the Association,
subject to the limitations of the law and the Articles of Association.
2. If the number of members of the Executive Committee falls below two, the powers of
the Executive Committee shall be suspended, with the exception of the right to
convene a Plenary Meeting as soon as possible, in which meeting the filling of the
vacancy or vacancies shall be decided on.
3. The Executive Committee shall, subject to the prior approval of the Plenary Meeting
and within the scope of the objectives of the Association, be authorized to enter into
agreements to purchase, dispose or encumber registered property, or to enter into
agreements whereby the Association commits itself as guarantor or joint and several
debtor, warrants performance by a third party or undertakes to provide security for a
debt of a third party.
4. Without prejudice to the provision of paragraph 3 the Association shall be
represented: a. either by the Executive Committee in corpore; b. or by the Chair acting
singly; c. or by two members of the Executive Committee, acting jointly; d. or by such
authorized signatories as appointed by the Executive Committee.
ARTICLE 14. ANNUAL REPORT
1. The financial year runs from the first of January up to and including the thirty-first of
2. The Executive Committee shall be obliged to keep a record in respect of the
financial position and of all activities - in accordance with the requirements arising from
these activities - of the Association and to store the relating documents hereto in such
manner that the rights and obligations of the Association can be known out of it at all
3. At the Annual Meeting, to be held within six months after the end of the financial
year, unless this period has been extended by the Plenary Meeting, the Executive
Committee shall submit an annual report on the course of business of the Association
and on the policy conducted. It shall submit the balance sheet and the statement of
income and expenditure with notes for the approval of the Plenary Meeting. The
Executive Committee shall also submit the report of the auditor as referred to in Article
15, paragraph 3. After expiration of such period any Member may commence
proceedings against all members of the Executive Commit-tee for the enforcement of
4. The Executive Committee shall be obliged to keep the records referred to in the
paragraphs 2 and 3 for a period of ten years.
ARTICLE 15. AUDITOR
1. The Association shall appoint an auditor to audit the balance sheet and the
statement of income and expenditure.