gTLD Registry Constituency Articles of Operation Posted: 28 August 2001

I. Mission

The primary role of the gTLD Registry Constituency within the Domain Name Supporting Organization (DNSO) is to represent the interests of gTLD Registries who are currently under contract with ICANN to provide gTLD Registry Services. The gTLD Registry Constituency facilitates communication among gTLD Registries and conveys the views of the Constituency to the Names Council and the ICANN Board of Directors, with particular emphasis on ICANN consensus policies that relate to interoperability, technical reliability and/or stable operation of the Internet or domain name system.

II. Reference to ICANN Bylaws

The basis for the DNSO as well as the gTLD Registry Constituency can be found in Article VI of the ICANN Bylaws at: http://www.icann.org/general/bylaws.htm

III. Membership

All sponsored and unsponsored top-level domain registry operators that have signed agreements with ICANN to provide Registry Services in support of one or more gTLDs are eligible for membership. For all purposes under these Articles (including voting), each registry operator (sponsoring organization, in the case of a sponsored TLD) shall be considered a single registry member of the Constituency (whether providing Registry Services for one or more than one gTLD).

Eligible registries must apply for Constituency membership by providing all required information on the application form attached as Attachment A. Eligible registries must identify at least one voting delegate on their application and may also identify an alternate voting delegate if desired. Eligible registries may also designate up to five (5) non- voting delegates. Members may modify their delegations on written notification to the Secretariat. All registries that satisfy the membership criteria will be accepted as members immediately upon receipt of the completed application.

Voting rights may be suspended if a member does not pay its fees as previously invoiced within 30 days after a written warning on nonpayment is sent to the member until such time as the fees have been paid. Membership may be suspended if a member does not pay its fees as previously invoiced within 60 days after a written warning on nonpayment is sent to the member until such time as the fees have been paid. Membership shall be terminated if a member's agreement with ICANN is terminated or a member voluntarily terminates its membership.

IV. Eligibility Requirements

Sponsored TLD

A gTLD for which any centralized ongoing policy-formulation responsibility, other than with respect to issues as to which central coordination is necessary to preserve interoperability and stability of the TLD, DNS and the Internet, is delegated to a specific organization (sponsoring organization) other than ICANN that has a Sponsored TLD agreement with ICANN.

Unsponsored TLD

A gTLD for which any centralized ongoing policy-formulation responsibility is maintained by ICANN, with respect to both (1) issues as to which central coordination is necessary to preserve interoperability and stability of the TLD, DNS and the Internet and (2) other policy issues of the type expressly allocated to ICANN by unsponsored TLD Registry Agreements with ICANN.

Chair

The Chair must be an authorized voting delegate of a member as identified on the registry's application or subsequent amendment to that application. The chair will be elected by the membership.

Alternate Chair

The Alternate Chair must be an authorized voting delegate of a member as identified on the registry's application or subsequent amendment to that application. The Alternate Chair will be elected by the membership.

Secretariat

The Secretariat will be responsible for ensuring that day-to-day operational support is provided as needed for the Constituency. Particular tasks may include but are not limited to:

• Processing membership applications
• Fulfilling administrative functions
• Assessing and collecting membership fees and preparing and managing annual budgets
• Coordinating the provisions of email and web site service

The Secretariat need not be from a member organization. With the authorization of the Constituency, the Chair may appoint the Secretariat.

Names Council Representative(s)

Each Names Council Representative must be an authorized delegate of a member as identified on the member's Constituency application or subsequent amendment to that application but need not be an authorized voting delegate. Names Council Representatives are responsible for communicating the full range of views of the members of the Constituency, including but not limited to Constituency consensus positions, to the Names Council. Names Council Representatives elected by a majority of sponsored or unsponsored members, respectively, may specifically communicate the concerns of those members to the Names Council. In cases in which there is not a consensus position within the Constituency, Names Council Representatives may request that the Chair initiate consensus-building procedures within the Constituency. In the event a Names Council Representative fails to fulfill his or her responsibility fully and accurately to communicate the views of the members of the Constituency to the Names Council, or at any time (acting as the Constituency or as sponsored or unsponsored members), the Constituency (or the sponsored or the unsponsored members, acting with respect to the Names Council Representatives they have elected) may hold an immediate election to replace that Representative pursuant to Article VI.

V. Names Council Representation

Three representatives of the gTLD Constituency shall be elected to represent the Constituency on the Names Council of the DNSO, in accordance with the voting procedures described in Article VI below, and in compliance with all applicable provisions of the ICANN By-Laws then in effect, including those relating to geographical diversity and eligibility.

VI. Voting and Election Procedures

1. Upon the occurrence of a vacancy, one Representative will be chosen by a simple majority vote of the unsponsored TLD members, with each member having one vote.

2. Upon the occurrence of a vacancy, one Representative will be chosen by a simple majority vote of the sponsored TLD members, with each member having one vote.

3. Upon the occurrence of a vacancy, one Representative shall be chosen by a simple majority vote of all members, using the following vote allocation method:

a. As set forth in Article III, each registry operator shall be considered a single registry member of the Constituency (whether providing Registry Services for one or more than one gTLD).

b. If there are N voting members, the member with the largest number of registrations under management will be allocated 10N votes; the next 10(N-1); the next 10(N-2), etc.

c. In the event that two or more members have the same number of registrations under management, then each will be allocated the average of the number of votes assigned to the rankings they would otherwise occupy. In other words, where there are three members:

R1 (member with highest number of registrations) -- 30 votes
R2 -- 20 votes
R3 -- 10 votes

If the second two members have the same number of registrations under management:

Add the votes for rank 2 and 3 (10+20=30)
Divide by two
Each of the tied members is allocated 15 votes

The following table illustrates this allocation. Here, R1 represents the member with the highest number of registrations under management, R2 represents the member with the second highest number of registrations, etc. If there are eight members, the winning candidate will have to command at least 181 votes, and the member with the largest number of registrations will be allocated 80 votes.

d. Within 30 days following the end of each calendar quarter, the Secretariat will request that ICANN provide rankings of members based on registration data submitted by members to ICANN.

4. Following the choice of three Representatives in the manner described above, the Chair shall consult with the sponsored and unsponsored members in connection with any geographic diversity or eligibility requirements of the ICANN By-Laws that have not been met. Members agree to cooperate in discussing such requirements, and to hold additional elections as necessary until such requirements are satisfied.

B. With respect to all matters other than Names Council elections on which votes are taken, no matter shall be considered to have been affirmatively decided absent (a) majority support by the unsponsored members, with each member having one vote; (b) majority support by the sponsored members, with each member having one vote; and (c) majority support of all members using the vote allocation method described in Section A.3 above.

VII. Meetings

Physical Constituency meetings shall be held in conjunction with each public ICANN meeting unless otherwise decided by vote of the Constituency. Other physical meetings may be held if approved by the Constituency. At least 30 days written advance notice shall be provided for all physical meetings. Whenever possible, the opportunity to participate remotely in physical meetings shall be provided.

Teleconference Constituency meetings may be held if approved by the Constituency. At least 14 days advance written notice of the meeting shall be provided.

Online meetings may be held if approved by the Constituency. One day of advance written notice shall be provided. Online meetings shall last for at least seven days, to permit all members to participate.

A quorum for conducting a Constituency meeting shall require both (a) a majority of the unsponsored members and (b) a majority of the sponsored members to be present.

A record of all meetings shall be kept in written and/or audio form by the secretariat or designee.

VIII. Communication Methods

The Constituency shall facilitate open and effective communication within its organization and with the Internet community at large. The Constituency will form a communications committee ("Comm Committee"). The first task of this committee will be to develop a Constituency Communications Plan that will include recommendations for:

• Revising the Constituency web site
• Implementing both constituency and open mailing lists
• Providing for ongoing operation and maintenance of the web site
• Managing mailing lists
• Developing a budget for communications
• Developing a communications funding plan

The recommendations of the committee shall be submitted to the Constituency membership not later than 60 days after the formation of the Committee. If the recommendations are approved by the Constituency, the Comm Committee will be authorized to implement the recommendations. If they are not approved, the Constituency shall provide the Comm Committee with additional direction and request that new recommendations be developed within 30 days for consideration by the membership.

IX. Funding

Expenses of the gTLD Registry Constituency shall be shared by its members.

The Constituency will form a Funding Committee. The first task of this Funding Committee will be to develop a Funding Plan that will include recommendations for:

• Development of a fee structure
• Development of a sponsorship plan designed to augment member fees (e.g., sponsors of the web site, sponsors of conference calls, etc.)
• Collection procedures for member fees including such factors as due dates, payment schedules, etc.
• Procedures for dealing with members who are delinquent in paying fees
• Annual budgeting procedures
• Audit requirements
• Responsibilities for managing Constituency funds.

The recommendations of the Funding Committee shall be submitted to the Constituency membership not later than 60 days after the formation of the Funding Committee. If the recommendations are approved by the Constituency, the Funding Committee will be authorized to implement the recommendations. If they are not approved, the Constituency shall provide the Funding Committee with additional direction and request that new recommendations be developed within 30 days for consideration by the membership.

X. Amendments to Articles

Amendments to these Articles must be approved by vote of the Constituency in accordance with Section VI(B).

These Articles must be reviewed and readopted not later than June 1, 2002.