|- Application for the .org Top-Level Domain -
by the .ORG Foundation
|- APPENDIX D - The .Org Foundation, Inc. -
The .Org Foundation, Inc.
ARTICLE I - NAME, PURPOSE
Section 1: NAME
The name of the organization shall be The .Org Foundation, Inc.
Section 2: MISSION
The .Org Foundation was established to efficiently serve the needs of .org registrants and the wider Internet community, via the Domain Name Server (DNS), to be the most accountable registry provider possible for the .org community and to, secondarily, foster self-sufficiency for nonprofit organizations worldwide through the use of Internet technologies.
ARTICLE II - MEMBERSHIP
Section 1: Membership shall consist only of the members of the board of directors.
ARTICLE III - MEETINGS
Section 1: ANNUAL MEETING
The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.
Section 2. REGULAR MEETINGS
Regular meetings of the Board will be held on dates to be determined by the Board. To the extent practicable, regular meetings should be held in different locations around the world on a regular basis. In the absence of other designation, regular meetings will be held at the principal office of the Foundation.
Section 3. SPECIAL MEETINGS
Special meetings of the Board may be called by or at the request of one-quarter (1/4) of the members of the Board or by the Chairman of the Board or the Executive Director. A call for a special meeting will be made by the Secretary of the Foundation. In the absence of designation, special meetings will be held at the principal office of the Foundation.
Section 4: NOTICE OF MEETINGS
Notice of time and place of all meetings will be delivered personally or by telephone or by electronic mail to each Director, or sent by first-class mail (air mail for addresses outside the United States) or facsimile, charges prepaid, addressed to each Director at the Director's address as it is shown on the records of the Foundation. In case the notice is mailed, it will be deposited in the United States mail at least fourteen (14) days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or facsimile or electronic mail it will be delivered personally or by telephone or facsimile or electronic mail at least forty-eight (48) hours before the time of the holding of the meeting. Notice of a meeting need not be given to any Director who signed a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.
Section 5. QUORUM
At all annual, regular and special meetings of the Board, a majority of the total number of Directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board, unless otherwise provided herein or by law. If a quorum shall not be present at any meeting of the Board, the Directors present thereat may adjourn the meeting from time to time to another place, time or date. If the meeting is adjourned for more than twenty-four (24) hours, notice shall be given to those Directors not at the meeting at the time of the adjournment.
Section 6. PRESUMPTION OF ASSENT
A Director present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting, or unless such Director files a written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention by registered mail to the Secretary of the Foundation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.
ARTICLE IV - BOARD OF DIRECTORS
Section 1. INITIAL BOARD
The initial Board of Directors of the Foundation ("Initial Board") shall be the Board that exists prior to the time of the seating of Directors that have been selected in accordance with these bylaws and shall consist of four At Large members and the Executive Director of the Foundation. Two of these Directors terms shall be specified to expire at the conclusion of the Annual Meeting of the Foundation in 2005 and two of these Directors terms shall be specified to expire at the conclusion of the Annual Meeting of the Foundation in 2006.
Section 2. NUMBER OF DIRECTORS AND ELECTION OF CHAIRMAN
(a) The authorized number of Directors shall be no less than five (5) and no more than fifteen (15).
(b) The Board shall annually elect a Chairman and a Vice-Chairman from among the Directors, not including the Executive Director.
Section 3. QUALIFICATION OF DIRECTORS AFTER THE INITIAL BOARD
Each Board after the Initial Board shall be comprised as follows:
(i) Between Zero (0) and Four (4) At Large members of the Initial Board during their terms of office prescribed in Section 1 of this Article, and any successors; and
(ii) Between Two (2) and Ten (10) At Large members selected by the .Org At Large Supporting Organization; and
(iii) The person who shall be, from time to time, the Executive Director of the Foundation.
Section 4. ADDITIONAL QUALIFICATIONS
Notwithstanding anything herein to the contrary, no official of a national government or a multinational entity established by treaty or other agreement between national governments may serve as a Director. As used herein, the term "official" means a person (a) who holds an elective governmental office or (b) who is employed by such government or multinational entity and whose primary function with such government or entity is to develop or influence governmental or public policies.
Section 5. INTERNATIONAL REPRESENTATION
In order to ensure broad international representation on the Board: (1) at least one citizen of a country located in each of the geographic regions listed in this Section 6 shall serve as an At Large Director on the Board by the time the newly elected Board Members from the 2005 annual meeting are seated; and (2) no more than one-half (1/2) of the total number of At Large Directors serving at any given time shall be citizens of countries located in any one Geographic Region (other than the Initial Board). The selection of Directors by each Supporting Organization shall comply with all applicable geographic diversity provisions of these Bylaws or of any Memorandum of Understanding referred to in these Bylaws concerning the Supporting Organization. As used herein, each of the following shall be a "Geographic Region": Europe; Asia/Australia/Pacific; Latin America/Caribbean islands; Africa; North America. The specific countries included in each Geographic Region shall be determined by the Board, and this Section shall be reviewed by the Board from time to time (but at least every three years) to determine whether any change is appropriate, taking into account the evolution of the Internet.
Section 6. DUTIES OF DIRECTORS
The Board is responsible for overall policy and direction of the Council, and delegates responsibility for day-to-day operations to the Council Director and committees. Directors shall serve as individuals who have the duty to act in what they reasonably believe are the best interests of the Foundation and not as representatives of the subordinate entity that selected them, their employers, or any other organizations or constituencies.
Section 7. SELECTION AND TERM
(a) Prior to October 1 of each year beginning in 2003 and continuing for the five (5) years, the .Org At Large Supporting Organization (as defined in the Foundation's Governance plan) will select two new Directors. The .Org At Large Supporting Organization shall give the Secretary of the Foundation written notice of the selection within fifteen days after that selection.
(b) The regular term of office of a Director shall be as follows:
1. The term as Director of the person holding the office of Executive Director shall be for as long as, and only for as long as, such person holds the office of Executive Director;
2. The term of At Large members of the Initial Board shall expire as stated in Section 1 of this Article;
3. The term of a Director selected by the .Org At Large Supporting Organization to succeed a Director previously selected by it (other than a Director selected to fill a vacancy) shall expire at the conclusion of the third Annual Meeting of the Foundation after the one at the conclusion of which the term of the Director's predecessor expired.
Each Director, including a Director selected to fill a vacancy or selected at a special meeting, shall hold office until expiration of the term for which selected and qualified and until a successor has been selected and qualified or until that Director resigns or is removed in accordance with these bylaws, provided that no At Large Director selected pursuant to Article II of these Bylaws shall continue to hold office after the expiration of his or her term even if a successor has not been selected and qualified. No Director may serve more than two (2) terms.
(c) Resources of the Foundation will not be expended in support of any campaign of any person seeking to be selected as a member of the Board.
Section 8. RIGHTS OF INSPECTION
Every Director shall have the right at any reasonable time to inspect and copy all books, records and documents of every kind, and to inspect the physical properties of the Foundation. The Foundation shall establish reasonable procedures to protect against the inappropriate disclosure of confidential information.
Section 9. COMPENSATION
The Directors shall receive no compensation for their services as Directors. The Board may, however, authorize the reimbursement of actual and necessary reasonable expenses incurred by Directors performing duties as Directors.
Section 10: BOARD ELECTIONS
Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the Foundation. Directors will be elected by a majority vote of the current directors.
Section 11. OFFICERS AND DUTIES
There shall be five officers of the Board consisting of a Chair, Vice Chair, Secretary, Treasurer, and the Foundation Executive Director. Their duties are as follows:
The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer.
The Vice-Chair will chair committees on special subjects as designated by the board.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained.
The Treasurer shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 12: VACANCIES
When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.
Section 13: RESIGNATION, TERMINATION AND ABSENCES
Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 14: SPECIAL MEETINGS
Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member postmarked two weeks in advance.
Section 15: ADVISORY BOARD
The Board may designate an Advisory Board made up of experts in the field to lend their vast knowledge and expertise in support of The .Org Foundation's service to the nonprofit community. Advisory Board Members are available in an advisory capacity only with the intention of advising the Foundation in achieving its mission. The Advisory Board does not have any legal authority, therefore all of the responsibilities of the Advisory Board are assigned at the discretion of the Executive Director and/or Board of Directors. Advisory Board Members are not required to attend any formal meetings.
ARTICLE V - COMMITTEES
Section 1: The Board may create committees as needed. The Board Chair appoints all committee chairs.
Section 2: The five officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 3. TEMPORARY COMMITTEES
There shall be one temporary Election Committee to assist in implementing the selection plan mentioned in Article IV, Section 7. The Election Committee, shall consist of three Directors of the Foundation and four other individuals, including at least one with significant expertise in monitoring elections to ensure compliance with election procedures. It shall have the responsibility of recommending to the Board procedures for carrying out and overseeing the selection of ten At Large Directors under the selection plan. The committee shall serve pursuant to a charter adopted by the Board, and will cease to exist as soon as it has carried out the functions identified in that charter. The committee will establish its own rules and procedures, which must be consistent with its charter.
Section 4: FINANCE COMMITTEE
The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.
ARTICLE VI: TRANSPARENCY AND PROCEDURES
Section 1. GENERAL
The Foundation and its subordinate entities shall operate to the maximum extent feasible in an open and transparent manner and consistent with procedures designed to ensure fairness.
Section 2. ACCESS TO INFORMATION
(a) All minutes of meetings of the Board, Supporting Organizations (and any councils thereof) and Committees shall be approved promptly by the originating body.
(b) No later than five (5) days after each meeting, any actions taken by the Board shall be made publicly available in a preliminary report on a publicly-accessible Internet World Wide Web site maintained by the Foundation (the "Web Site"); provided, however, that any actions relating to personnel or employment matters, legal matters (to the extent the Board determines is necessary or appropriate to protect the interests of the Foundation), matters that the Foundation is prohibited by law or contract from disclosing publicly and other matters that the Board determines, by a three-quarters (3/4) vote of Directors voting, are not appropriate for public distribution shall not be included in the preliminary report made publicly available. For any matters that the Board determines not to disclose, the Board shall describe in generic terms in the relevant preliminary report the reason for such nondisclosure.
(c) No later than the day after the date on which they are formally approved by the Board, the minutes shall be made publicly available on the Web Site; provided, however, that any minutes relating to personnel or employment matters, legal matters (to the extent the Board determines is necessary or appropriate to protect the interests of the Foundation), matters that the Foundation is prohibited by law or contract from disclosing publicly and other matters that the Board determines, by a three-quarters (3/4) vote of Directors voting, are not appropriate for public distribution shall not be included in the minutes made publicly available. For any matters that the Board determines not to disclose, the Board shall describe in generic terms in the relevant minutes the reason for such nondisclosure.
Section 3. NOTICE AND COMMENT PROVISIONS
(a) The Board shall post on the Web Site (i) periodically a calendar of scheduled meetings for the upcoming year, and (ii) in advance of each Board meeting, a notice of the fact and time that such meeting will be held and, to the extent known, an agenda for the meeting. If reasonably practicable, the Board shall post notices of special meetings of the Board at least fourteen (14) days prior to the meetings.
(b) With respect to any policies that are being considered by the Board for adoption that substantially affect the operation of the Internet or third parties, including the imposition of any fees or charges, the Board will:
(i) provide public notice on the Web Site explaining what policies are being considered for adoption and why;
(ii) provide a reasonable opportunity for parties to comment on the adoption of the proposed policies, to see the comments of others, and to reply to those comments; and
(iii) hold a public forum at which the proposed policy would be discussed.
(c) After voting on any policy subject to Section 3(b) of this Article, the Board will publish in the meeting minutes the reasons for any action taken, the vote of each Director voting on the action, and the separate statement of any Director desiring publication of such a statement.
(d) As appropriate, the Foundation will facilitate the translation of final published documents into various appropriate languages.
Section 4. RECONSIDERATION AND REVIEW
(a) Any person affected by an action of the Foundation may request review or reconsideration of that action by the Board. The Board shall adopt policies and procedures governing such review or reconsideration, which may include threshold standards or other requirements to protect against frivolous or non-substantive use of the reconsideration process.
(b) The Initial Board shall, following solicitation of input from the Advisory Committee on Independent Review and other interested parties and consideration of all such suggestions, adopt policies and procedures for independent third-party review of Board actions alleged by an affected party to have violated the Foundation's articles of incorporation or bylaws.
ARTICLE VII: POWERS
Section 1. GENERAL POWERS
(a) Except as otherwise provided in the Articles of Incorporation or these Bylaws, the powers of the Foundation will be exercised, its property controlled and its business and affairs conducted by or under the direction of the Board. With respect to any matters that would fall within the requirements of Article IV, Section 3 (b), the Board may act only by a majority vote of all members of the Board; in all other matters unless otherwise provided herein or by law, the Board may act by majority vote of those present at any official meeting. Any references herein to a vote of the Board shall mean the vote of only those members present at the meeting unless otherwise provided herein by reference to "all of the members of the Board."
(b) The Foundation Board by two-fifths (2/5) vote of Directors voting can elect to place an initiative to a vote of the .Org At Large Supporting Organization (initiative voting will follow the guidelines as put forth in the Foundation Bylaws and Governance Plan). The Board will be compelled to institute initiatives passed by the .Org At Large Supporting Organization provided, however, that any actions relating to personnel or employment matters, legal matters (to the extent the Board determines is necessary or appropriate to protect the interests of the Foundation), matters that the Foundation is prohibited by law from implementing and other matters that the Board determines, by a three-quarters (3/4) vote of Directors voting, are not appropriate for the Foundation to implement. For any matters that the Board determines not to implement, the Board shall describe in generic terms in the relevant preliminary report the reason for such action.
(c) The Foundation shall not act as a Domain Name System Registrar in competition with entities affected by the policies of the Foundation. Nothing in this Section 1(b) is intended to prevent the Foundation from taking whatever steps are necessary to protect the operational stability of the Internet in the event of financial failure of a Registry or Registrar or other emergency.
(d) The Foundation shall not apply its standards, policies, procedures or practices inequitably or single out any particular party for disparate treatment unless justified by substantial and reasonable cause, such as the promotion of effective competition.
ARTICLE VIII: INDEMNIFICATION OF DIRECTORS, OFFICERS EMPLOYEES AND OTHER AGENTS
The Foundation shall, to the maximum extent permitted, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the Foundation. For purposes of this Article, an "agent" of the Foundation includes any person who is or was a Director, Officer, employee or any other agent of the Foundation, including members of any Supporting Organization acting within the scope of his or her responsibility and on behalf of the best interests of the Foundation; or is or was serving at the request of the Foundation as a Director, Officer, employee or agent of another Foundation, partnership, joint venture, trust or other enterprise. The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Foundation 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 this Foundation would have the power to indemnify the agent against that liability under the provisions of this Article.
ARTICLE IX: GENERAL PROVISIONS
Section 1. CONTRACTS
The Board may authorize any Officer or Officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances. In the absence of a contrary Board authorization, contracts and instruments may only be executed by the following Officers: Executive Director, any Vice President, or the CFO. Unless authorized or ratified by the Board, no other Officer, agent or employee shall have any power or authority to bind the Foundation or to render it liable for any debts or obligations.
Section 2. DEPOSITS
All funds of the Foundation not otherwise employed will be deposited from time to time to the credit of the Foundation in such banks, trust companies or other depositories as the Board may select.
Section 3. CHECKS
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Foundation will be signed by such Officer or Officers, agent or agents, of the Foundation and in such a manner as shall from time to time be determined by resolution of the Board.
Section 4. LOANS
No loans will be made by or to this Foundation and no evidences of indebtedness will be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances; provided, however, that no loans will be made by the Foundation to its Directors or Officers.
ARTICLE X: FISCAL MATTERS
Section 1. ACCOUNTING
The fiscal year end of the Foundation shall be determined by the Board.
Section 2. AUDIT
At the end of the fiscal year, the books of the Foundation will be closed and audited by certified public accountants. The appointment of the fiscal auditors will be the responsibility of the Board.
Section 3. ANNUAL REPORT AND ANNUAL STATEMENT
The Board shall publish, at least annually, a report describing its activities, including an audited financial statement and a description of any payments made by the Foundation to Directors (including reimbursements of expenses). The Foundation shall cause the annual report and the annual statement of certain transactions as required by the laws of the State of Washington, U.S.A. to be prepared and sent to each member of the Board and to such other persons as the Board may designate, no later than one hundred twenty (120) days after the close of the Foundation's fiscal year.
Section 4. ANNUAL BUDGET
The Executive Director shall prepare and, at least forty-five (45) days prior to the commencement of each fiscal year, submit to the Board, a proposed annual budget of the Foundation for the next fiscal year. The proposed budget shall identify anticipated revenue sources and levels and shall, to the extent practical, identify anticipated material expense items by line item. The Board shall adopt an annual budget and shall publish the adopted Budget on the Web Site.
Section 5. FEES AND CHARGES
The Board may, subject to the procedures set forth in Article IV, Section 3, set fees and charges for the services and benefits provided by the Foundation, with the goal of fully recovering the reasonable costs of the operation of the Foundation and establishing reasonable reserves for future expenses and contingencies reasonably related to the legitimate activities of the Foundation. Such fees and charges shall be fair and equitable, and once adopted shall be published on the Web Site in a sufficiently detailed manner so as to be readily accessible.
ARTICLE XI - AMENDMENTS
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
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