Posted April 9, 1999

In addition to adopting a revised Article VI, and new Articles VI-A through VI-C, on March 31, 1999, the Initial Board of Directors of the Internet Corporation for Assigned Names and Numbers unanimously adopted several changes to other provisions of the Bylaws in order to make them them consistent with the new Article VI.

In particular, these proposed changes replace all references to "nomination" of Directors by SOs with the term "selection," consistent with the language proposed for Articles VI through VI-C. These proposed changes also remove all references to election of SO directors by the Board following selection by SOs and clarify the mechanics of direct Director selection by SOs as called for in the revised Article VI.  Note that many of these provisions also refer to mechanics of the election of At Large Directors that will likely be further changed once an ICANN membership structure is adopted.

In the following "red-lined" version of the affected Bylaw provisions, changed areas are identified in red.  Additions are indicated in ALL CAPS; deletions are indicated by brackets.

ARTICLE IV: POWERS

Section 1. GENERAL POWERS

(a) Except as otherwise provided in the Articles of Incorporation or these Bylaws (including Section [1(c)] 2(B)) of Article VI which sets forth responsibilities of Supporting Organizations), the powers of the Corporation will be exercised, its property controlled and its business and affairs conducted by or under the direction of the Board. Unless otherwise provided herein or by law, the Board, other than the Initial Board (as defined in Article V, Section 1 of these Bylaws), may act by a majority vote of Directors present at the meeting, subject to the quorum requirements in Section 17 of Article V. Unless otherwise provided herein or by law, the Initial Board may act by a vote of two-thirds of all members of the Board. 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."

ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS

Section 1. INITIAL BOARD

The initial Board of Directors of the Corporation ("Initial Board") shall consist of nine At Large members, the president (when appointed) and those directors that have been SELECTED [nominated] in accordance with these bylaws by any Supporting Organization(s) that EXISTS UNDER SECTION 3(a) OF ARTICLE VI DURING THE TERM OF ANY OF SUCH AT LARGE MEMBERS. [is recognized by the Board pursuant to Section 3(b) of Article VI.] The At Large members of the Initial Board shall serve until September 30, 1999, unless by a two-thirds (2/3) vote of all the members of the Board that term is extended for some or all of the At Large members of the Initial Board for an additional period, to expire no later than September 30, 2000. The members of the Initial Board (other than the At Large members) shall serve the terms specified in Section 9(d) of this Article. No At Large member of the Initial Board shall be eligible for additional service on the Board until two years have elapsed following the end of his or her term on the Initial Board.
 

Section 2. INITIAL BOARD MEMBERS SELECTED BY THE SUPPORTING ORGANIZATIONS

AS SOON AS FEASIBLE AFTER FORMATION OF A SUPPORTING ORGANIZATION PURSUANT TO SECTION 3(a) OF ARTICLE VI, THE SUPPORTING ORGANIZATION SHALL SELECT THREE PERSONS TO BE THE ORIGINAL DIRECTORS SELECTED BY THAT SUPPORTING ORGANIZATION AND SHALL DESIGNATE WHICH OF THESE PERSONS SHALL SERVE EACH OF THE STAGGERED TERMS FOR SUCH ORIGINAL DIRECTORS SPECIFIED IN SECTION 9(d) OF THIS ARTICLE. THE SUPPORTING ORGANIZATION SHALL NOTIFY THE BOARD AND SECRETARY OF THE CORPORATION IN WRITING OF THE SELECTIONS AND DESIGNATIONS. THE SELECTED PERSONS SHALL TAKE OFFICE FIFTEEN DAYS AFTER THE NOTIFICATION IS RECEIVED BY THE SECRETARY. [Immediately upon the recognition of a Supporting Organization by the Board pursuant to Section 3(b) of Article VI, the Board shall request that such Supporting Organization nominate three persons to be directors. Upon receipt of such nominations, the Board shall elect such persons as members of the Initial Board. ]
 

Section 3.  NUMBER OF DIRECTORS AND ELECTION OF CHAIRMAN

[No change]
 

Section 4. QUALIFICATION OF DIRECTORS AFTER THE INITIAL BOARD

Each Board after the Initial Board shall be comprised as follows:

(i) Three (3) Directors SELECTED [nominated] by the Address Supporting  Organization, as defined in Article VI;

(ii) Three (3) Directors SELECTED [nominated] by the Domain Name Supporting Organization, as defined in Article VI;

(iii) Three (3) Directors SELECTED [nominated] by the Protocol Supporting Organization as defined in Article VI;

(iv) Nine (9) At Large Directors, selected pursuant to a process to be  established by a majority vote of all the At Large Board members of the Initial Board; and

(v) The person who shall be, from time to time, the President of the Corporation.
 

Section 5.  ADDITIONAL QUALIFICATIONS

[No change]
 

Section 6. 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 on the Board (other than the Initial Board) at all times; (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, and (3) no more than one-half (1/2) of the total number of Directors, in the aggregate, SERVING AT ANY GIVEN TIME PURSUANT TO SELECTION [elected after nomination] by the Supporting Organizations shall be citizens of countries located in any one Geographic Region. 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 account of the evolution of the Internet.
 

Section 7. CONFLICT OF INTEREST

[No change]
 

Section 8. DUTIES OF DIRECTORS

[No change]
 

Section 9. ELECTION AND TERM

(a) AT LARGE Directors (other than the Initial Directors) shall be elected at each annual meeting of the Board to hold office until the end of their terms pursuant to the procedures described in this Section. If an annual meeting is not held or the AT LARGE Directors are not elected at the annual meeting, they may be elected at any special meeting of the Board held for that purpose. Each Director, including a member of the Initial Board and a Director elected to fill a vacancy or elected at a special meeting, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified or until that Director resigns or is removed in accordance with these Bylaws. Notwithstanding the foregoing, each time a person is appointed as President of the Corporation, the Board shall, at the time of such appointment, elect such person to the Board to serve for as long as, but only as long as, such person holds the office of President.

(b) PRIOR TO OCTOBER 1 OF EACH YEAR, Each Supporting Organization ENTITLED TO SELECT A DIRECTOR (OTHER THAN AN ORIGINAL DIRECTOR SELECTED BY THE SUPPORTING ORGANIZATION UNDER SECTION 2 OF THIS ARTICLE) shall (i) MAKE ITS SELECTION ACCORDING TO THE PROCEDURES SPECIFIED BY ARTICLE VI (INCLUDING ARTICLES VI-A, VI-B, AND VI-C) [select the Board members to be nominated by that Supporting Organization through a process determined by the Supporting Organization and approved by the Board], and (ii) GIVE [notify] the Board and the Secretary of the Corporation AT LEAST 30 DAYS WRITTEN NOTICE OF THAT SELECTION. [in writing of those selections at least 30 days prior to the date on which the Board votes on such nominee(s). The Board shall elect as Directors the persons properly nominated by the Supporting Organizations.] THE TERM OF SUCH A DIRECTOR SHALL COMMENCE ON THE OCTOBER 1 AFTER HIS OR HER SELECTION.

(c) [No change]

(d) The regular term of office of a Director (other than (i) the person holding the office of President, who shall serve for as long as, and only for as long as, such person holds the office of President, and (ii) a member of the Initial Board, who shall serve for the period specified in these bylaws) shall be three (3) years. No Director may serve for more than two (2) terms. Notwithstanding the foregoing, the three Original Directors SELECTED [nominated] by any Supporting Organization shall be SELECTED [elected] for terms of one (1) year, two (2) years, and three (3) years, respectively, with each term considered to have begun on October 1, 1998 regardless of when those Original Directors actually take office. The terms of the first At Large Directors elected to replace the At Large members of the Initial Board shall be as follows: three such At Large Directors shall serve a term of one (1) year, three such At Large Directors shall serve a term of two (2) years, and three such At Large Directors shall serve a term of three (3) years.

(e) [No change]
 

Section 10. RESIGNATION

Subject to Section 5226 of the CNPBCL, any Director may resign at any time, either by oral tender of resignation at any meeting of the Board (followed by prompt written notice to the Secretary of the Corporation) or by giving written notice thereof to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. The successor shall be elected OR SELECTED pursuant to Section 12 of this Article.
 

Section 11. REMOVAL OF A DIRECTOR

Any Director may be removed following notice and a three-fourths (3/4) majority vote of all members of the Board; provided, however, that the Director who is the subject of the removal action shall not be entitled to vote on such an action or be counted as a member of the Board when calculating the required three-fourths (3/4) vote; and provided further, that each vote to remove a Director shall be a separate vote on the sole question of the removal of that particular Director. A Director SELECTED [nominated] by a Supporting Organization can be recommended for removal by that Supporting Organization through procedures adopted by that Supporting Organization and ratified by the Board. Upon such recommendation for removal, the Board shall vote to remove such Director. If the Board seeks to remove more than one Director SELECTED [nominated] by a Supporting Organization or more than one At Large Director within a four-month period, the Board must show reasonable cause for its action.
 

Section 12. VACANCIES

A vacancy or vacancies in the Board of Directors shall be deemed to exist in the case of the death, resignation or removal of any Director, if the authorized number of Directors is increased, [if a Supporting Organization shall fail to nominate its Directors (other than Directors on the Initial Board) in accordance with Section 9 of this Article,] or if a Director has been declared of unsound mind by a final order of court or convicted of a felony or incarcerated for more than 90 days as a result of a criminal conviction or has been found by final order or judgment of any court to have breached a duty under Sections 5230 et seq. of the CNPBCL. Any vacancy occurring on the Board of Directors INVOLVING AN AT LARGE DIRECTOR shall be filled [in accordance with Section 9 of this Article] at any meeting of the Board occurring after such vacancy BY A VOTE OF THE AT LARGE DIRECTORS. ANY VACANCY OCCURRING ON THE BOARD OF DIRECTORS INVOLVING A DIRECTOR TO BE SELECTED BY A SUPPORTING ORGANIZATION SHALL BE FILLED BY THE SUPPORTING ORGANIZATION SELECTING A DIRECTOR ACCORDING TO THE PROCEDURES SPECIFIED BY ARTICLE VI (INCLUDING ARTICLES VI-A, VI-B, AND VI-C). A Director elected OR SELECTED to fill a vacancy on the Board shall serve for the unexpired term of his or her predecessor in office and until a successor has been selected and qualified. The replacement need not hold the office, if any, of the removed Director. No reduction of the authorized number of Directors shall have the effect of removing a Director prior to the expiration of the Director's term of office.
 

Section 13. ANNUAL MEETING OF THE BOARD OF DIRECTORS

Annual meetings of the Board will be held for the purpose of electing AT LARGE Directors[,] AND Officers and for the transaction of such other business as may come before the meeting. The first annual meeting will be held the last week of September 1999 or on such other date as may be set by the Board. Subsequent annual meetings shall be held as set by the Board not less than ten (10) nor more than thirteen (13) months after the annual meeting held the prior year. In the absence of designation, the annual meeting will be held at the principal office of the Corporation. The annual meeting will be open to the public, and to the extent practicable, should be held in different locations around the world on a regular basis. If the Board determines that it is practical, the annual meeting should be distributed in real-time and archived video and audio formats on the Internet.