Draft (May 25th, 1999)

0. Background

This document is intended to set out a framework for the structure and procedural rules of Commercial and Business Entities Constituency (Business Constituency) of the Domain Name Supporting Organization and is proposed to serve as the foundation for discussion among interested Business stakeholders.

It is our intention to reach out to any other interested Business groups, Business organizations and individuals Businesses interests around the world and encourage them to participate in the process of Business Constituency formation (please see form if you wish to join).

I. Mission Statement and Purpose

1. The Business Constituency will form an integral part of the Domain Name Supporting Organization (DNSO) according to Article VI-b, Section 3 of the ICANN Bylaws.

2. The purpose of the Business Constituency is to represent the views and interests of those stakeholders who use the Internet to conduct their business or part of it. This representation is limited to those entities that use the Network to develop their business, this business not being the main business of stakeholders for whom other DNSO constituencies have been created (such as business entities that primarily serve as registries, ISPs or registrars). Therefore, the Business Constituency is not intended to address specific aspects that may be considered business-related but which fall squarely within the mandate and purpose of other DNSO constituencies (such as intellectual property), unless such aspects directly affect affect important general business development issues. The Business Constituency is a constituency of customers of providers of network connectivity/transport, domain name and other services that enable the development of electronic business. It is therefore crucial that the Business Constituency remain independent from other constituencies whose primary role is to formulate views from the exclusive perspective of such service providers, as well as from other groups whose interests may not be aligned with business users.

3. The specific goal of the Business Constituency is to ensure that DNSO decisions are at a minimum consistent with the imperatives of the development of business through the internet. This includes in particular business's need for continued or enhanced stability and security of the Internet insofar as this relates to those aspects of Internet governance that fall within ICANN's mandate.

II. Organizational Structure and Elections

A. MEMBERS

1. The following may become members of the Business Constituency:

a. Any association representing or organization comprised of for-profit corporations whose primary goals include representation of the business and/or business development interests of their members, which may be individual companies or business associations/organizations. Associations or organizations whose specific goals are to represent of the interests of registries, registrars or ISPs or those whose specific interests are to defend the Intellectual Property rights of their associates cannot have full member status but may become observers. Observers do not have voice or voting rights and cannot serve in any representative capacity on behalf of the Business Constituency.

b. Any legally recognized for-profit  business enterprise  that has been delegated a domain, that uses the Internet to conduct for-profit business and that has been in business for at least one year. Legally recognized for-profit business enterprises that have been in business for less than one year and companies whose predominant business is to be a registry, a registrar or an ISPcannot have full membership status, but may become observers.

2. In case of doubt about a prospective member complying with the requirements to be a member, the application will be reviewed by a Credentials Committee organized according to clause III of this Charter.

3. An individual (representative of a member) may not represent more than one member of the Business Constituency.

B. OFFICERS

1. The Business Constituency shall have:

a. a secretariat that will be elected by and among its members for a period of two years at a time. The secretariat will assure that all procedures are followed, that all necessary means to conduct the business of the constituency are available and that independent elections take place in due time for the secretariat as well as for other officers.

Its functions will include:

(i) Reviewing applications for membership in the Business Constituency and, where appropriate, referring these to the Credentials Committee.

(ii) Carrying out the administrative functions associated with the operations of the Business Constituency, including the arrangement of meetings, preparation and publication of minutes, maintenance of an appropriate mechanism suitable for facilitating contact and dissemination of information among all members of the Business Constituency and other secretariat functions required for the adequate functioning of the Business Constituency.

(iii) Facilitating and, where appropriate, formulating membership consensus on policy issues for the purpose of advising the Business Constituency representatives on the Names Council.

(iv) Assessing and collecting membership fees (see IV).

b. Three Names Council representatives who will be elected for a period of two years by the Business Constituency in accordance with sub (C) of this article. Once elected, they will act in the Names Council solely as representatives of the Business Constituency. They will use their best efforts to represent the interests of the constituency, and will collaborate with the other members of the Names Council to produce the best possible DNSO proposals for ICANN.

(i) In order to assure geographical diversity, not two Names Council representatives may belong to organizations whose major place of business is in the same region. Organizations or associations with less than 50% of their business in, or members from, one given region (no region has more than 50% of its members) will not be considered as part of a given region, but as members of a separate group also considered. In the case of multinational companies, the corporate international headquarters will be considered as the major place of business. Considered as regions are: 1) North America 2) Latin America, including Mexico, Central America, the Caribbean and south America 3) Europe 4) Africa 5) Asia 6) Pacific 7) International Organizations.

(ii)  In order to assure sectoral balance consistent with the Business Constituency's mission and purpose described under I, at most one Names Concil representative may belong to or represent an identifiable business sector.

(iii) No person may serve as a Business Constituency representative to the Names Council for more than two successive terms. A term of service as an Interim representative of the Business Constituency to the Names Council shall not be considered a successive term for the purposes of this section.

C. ELECTIONS OF NAMES COUNCIL REPRESENTATIVES

1. The election process will be initiated by a nomination period of one week. All members of the Business Constituency may nominate one person for the Names Council. This process (including receiving nominations and communicating the names of the nominees to all members of the constituency at the end of the nomination period) will be initiated and managed by the secretariat.

2. Immediately following the nomination period, the secretariat will open an election period of one full week, during which it will receive votes from members of the constituency through e-mail and acknowledge receipt. Immediately following the election period, the secretariat will publish a full overview of votes naming voters as well as the candidates of their choice. No delegation of vote will be permitted in the election of either Names Council representatives or ICANN directors.

3. Names Council representatives will be elected by the largest number of votes processed as follows:

a. All nominees from the same region as the person with the largest number of votes will be eliminated. From the resulting list, all nominees from the same region as the person with the second number of votes will be eliminated. The three people at the top of the remaining list will be elected as representatives of the Business Constituency to the Names Council.

b. If the list of nominees contains only members from two regions, the two nominees with the largest number of votes will be considered. If they are from the same region, the third person elected will be the one with the largest number of votes from the other region present, otherwise the third person elected will be the one with the third highest number of votes.

c. If the list of nominees contains only persons from one region, the three nominees with the largest number of votes will be elected.

d. In case of a tie that affects the results of the election, a new election will be held among the two nominees in the tie.

e. If, at any stage of the election process described above, an individual working for or representing an identifiable business sector is elected, all other representatives or individuals working for or representing that same business sector will be eliminated from the election process.

D. ELECTIONS FOR THE SECRETARIAT

1. With the exception of the election of the first secretariat, which will be elected by the end of September 1999, candidates for election as secretariat will be nominated at the same time as the candidates for the Names Council, and also voted at the same time and according to the same procedure where relevant. The largest number of votes will elect the secretariat.

2. The secretariat will be a member of the Constituency, and not a person.

3. Business constituency members may put themselves forward as candidates to assume secretariat functions either as individual entities to assume all secretariat functions as set out hereinafter, or jointly with other members with a view to allocating such functions among them. Nominations for secretariat must include a budget for running the secretariat.
 

III. Procedure for substantive decision-making. Subsidiary and support bodies

1. For each policy work item arising from the need to provide support to the business constituency representatives on the Names Council, the secretariat shall call for volunteers to sit on a research committee whose mandate shall be tied to the work item in question. This invitation for volunteers shall be accompanied by a set of specific criteria to ensure that members of research committees have a knowledge of, and experience with, issues relevant to the work of the DNSO that is appropriate for the purpose for which the research committee is created. The secretariat shall publish the names of volunteers who are finally appointed, together with their credentials. The secretariat shall circulate any recommendations produced by such research committees among the members of the Business Constituency for consultation. This process shall be repeated until consensus has been achieved, always within the time frame of DNSO decisions, which may require a quick decision..

2. The secretariat shall use their best efforts to give small and medium-sized enterprises an adequate voice in all Business Constituency work processes. These efforts may include, but not be limited to, the organization of democratic elections for representatives of organizations of small and medium sized businesses (SMEs) to sit on an SME Consultative Committee whose advice shall be solicited on substantive policy work items.

3. Within two weeks from the election of a secretariat, it shall appoint for a period of two years a Credentials Committee, consisting of three members from three different regions of the world.

4. Delegation of vote will be permitted in any teleconference organized by the Business Constituency to discuss or decide on any issue. Nevertheless, if 10% of the members consider that an issue should be voted by e-mail, then the e-mail vote will invalidate any decission taken in a teleconferences. No vote delegation will be permitted in e-mail votes.

IV. Membership Fees and Funding

1. Business Constituency funding requirements shall be fulfilled through membership fees that are raised in such a way as to ensure that no unreasonable barriers are created for membership in the Business Constituency for commercial/business entities or business organizations or any kind or size.

2. In the initial launch of the DNSO, in order to establish an operating budget, it shall be possible to accept one-time only contributions from business/commercial entities and business organizations, in lieu of membership fees, and credited toward such fees.