Introduction of the application

This document serves as a draft of an application that will be made to ICANN to form the ccTLD constituency of the DNSO. It is expected that the final copy of this application will be presented to ICANN for ratification following the in person ccTLD constituency meetings to be held in Berlin. This application will undergo change as the parties involved reach consensus on the matters contained herein.

It is being submitted at this time to ICANN simply as a method of announcing the intent of the ccTLD’s to form a constituency group and ensuring that a final application will be accepted by the ICANN board following the Berlin constituency meetings, as per the procedures defined by ICANN. It is also expected that this document will serve as a focal point for discussion in the creation of the constituency.

The document contains draft "Procedures" for the operation of the constituency. These procedures are written in many cases like bylaws, however; they are in fact not bylaws, nor will they ever likely be incorporated into such as the constituency is not a separate legal entity. It is simply a group formed under auspices of the DNSO, a legal entity of ICANN.

The document may seem cumbersome at first, but the level of detail is required in an effort to prevent future disputes and ensure the smooth operation of the Constituency.

The document also contains the author’s notes as to why some statements appear the way they do. It is expected that these notes will be removed for the final submission. They are included here to give some insight as to the reasoning behind the statements and to facilitate debate. These comments are enclosed between parentheses [ ] .

It should also be noted that although I am the Chair of the Canadian Internet Registration Authority (CIRA), the Vice-Chair of the Canadian Association of Internet Providers (CAIP) and well as serving on the board of directors for other companies, none of the boards of these entities has officially endorsed this document in its current stage. (It is expected that some of the entities will be signatories to the final result)

Robert C. Hall

1. In this document the following terms shall have the following meanings:

1.1 "Constituency" shall mean the ccTLD registries constituency group as defined in the "Domain Names Supporting Organisation Formation Concepts statement" adopted by the ICANN Board of Directors on March 4^th, 1999;

1.2 "Names Council" shall mean Domain Names Supporting Organisation Names Council as defined in the above document;

1.3 "Constituency Management Council" shall mean Constituency Management Council directors;

1.4 "Procedures" shall mean these procedures and rules for running the Constituency as well as other procedures of the constituency put in effect from time to time;

1.5 "ccTLD" shall mean a country code top level domain as defined and recognised by IANA/ICANN. ;

1.6 "Director" or "Directors" shall mean any one or more persons, respectively, who from time to time have been duly elected or appointed to serve on the constituency management council;

1.3 "Member" or "Members" shall mean any one ccTLD, who have been admitted to membership on the Constituency in accordance with the Procedures;

1.4 "Region" or "Regions" shall mean the global geographical regions as maintained by ICANN.

The constituency shall carry on the business as defined by ICANN that is appropriate of a Constituency group of the DNSO.

1.  Head Office. The location of the head office of the Constituency shall be voted upon by the membership at a meeting of the members.

2.  Books and Records. The constituency management council shall see that all necessary books and records of the Constituency required by the By-laws or by any applicable statute or law are regularly and properly kept.

3.  Official Languages. The official language of the Constituency shall be English.
 

4.  Membership in the Constituencies shall be limited to ccTLD registries. ccTLD shall have the right to refuse or rescind membership at any time. Members who cease to be ccTLD registries or fail to pay membership fees, if any (in accordance with the Constituencies policies), shall no longer be Members of the Constituency forthwith after such event.

5.  In cases where the identification of the representative of the ccTLD is in dispute, the membership shall be determined based upon the representative or entity that ICANN recognises as controlling the ccTLD.

6.  A representative of the member must be identified by the member for the task of carrying on the business of the Constituency, including voting. This representative should have authority to act on behalf of the ccTLD.

7.  Any Member may withdraw from the Constituency by delivering a resignation in writing or by electronic means to the Constituency Management Council.
 

8.  The Constituency Management Council shall determine the budget required for the operation of the Constituency each year.

9.  Membership Fees will be calculated by dividing the required funding by the number of commercial ccTLD’s. Each commercial ccTLD will then be required to pay said Membership Fee to the Constituency.

10.  ccTLD’s are divided into two categories, commercial and non-commercial defined as follows: Commercial ccTLD’s charge or levy a fee for registering a domain name in their TLD name space. Non-commercial ccTLD’s do not charge nor levy a fee for the registration of a domain name in their TLD name space.

11.  The Constituency Management Council may waive a Membership Fee of a ccTLD upon appeal by the individual Member where special circumstance warrant such waiver as determined by the Constituency Management Council.

13.  Directors must be individuals, at least 18 years of age, who are citizens with power under law to contract. Directors need not be Members.

14.  The Constituency Management Council shall set a date each year for the election, by electronic vote as provided in paragraph 30, of the Directors of the Constituency (the "Directors Election Day") and shall advise all Members by electronic means of the date set for the Directors Election Day at least 90 days prior to the Directors Election Day.

15.  A Nomination Committee shall be appointed annually by the Constituency Management Council. Any Nomination Committee member may be removed by a majority vote of the Constituency Management Council. The Nomination Committee shall prepare a list of candidates for election to the Constituency Management Council by the Members. After approval by the Constituency Management Council, the list of candidates will be distributed electronically to Members at least 30 days prior to the Directors Election Day. A Member may add an individual to the nominations provided that the nomination is supported by at least ten (10) Members. Such nomination shall be forwarded to the Nominations Committee in care of the Constituency by mail, delivery, fax or electronic means at least 7 days prior to the Directors Election Day.

16.  The final list of candidates for Directors shall be forwarded to the Members by electronic means on the Directors Election Day by the Constituency Management Council and voting on the election of the Directors shall be conducted electronically. Each Member shall be entitled to one (1) vote for each position to be elected. The Members shall have 7 days after the Directors Election day to cast their votes electronically. The tallying of votes will be carried out in co-operation with the Constituencies auditors and Directors will be declared elected on the basis of having received a plurality of votes per region. Specifically, all candidates would be ranked by the absolute number of votes received (e.g. candidate X = 756 votes (first place), candidate Y = 500 votes (second place)). Director positions will then be filled starting with the top of the order, selecting one director per region. (e.g. the top candidate from each region is selected). Once a candidate is selected from a region, all other candidates from that region are removed from contention (e.g. there can be no two directors from the same region). Ties will be settled by a random draw by the auditors. Within 14 days following the Directors Election Day, the Secretary of the Constituency shall inform each Member electronically of the Directors elected or appointed for the ensuing year.

17.  The Constituency Management Council Directors shall be elected each and every year. There is no restriction on how often an individual may run for the office of Director of the Constituency Management Council nor how many terms they may serve on the Constituency Management Council.

18.  No two Directors may have the same employer directly or indirectly through common corporate ownership or otherwise or be financially associated, for example by similar sources of material employment income or material consulting income. The decisions of the Constituency Management Council from time to time on these matters shall be final and binding. Each Director must on an ongoing basis make disclosure to the Constituency if any change should occur in their employment or financial association that would cause the Director to have the same employment or be financial associated with another Director of the Constituency as described herein.

19.  The office of Director shall be automatically vacated:

19.1 if a Director resigns office by delivering a resignation in writing or by electronic means to the Secretary of the Constituency, which resignation shall be effective at the time it is received by the Secretary of the Constituency or at the time specified in the notice, whichever is later;

19.2 if the Director is found by a court to be of unsound mind;

19.3 if the Director becomes bankrupt;

19.4 if the Director is convicted of an indictable offence;

19.5 if a resolution is passed by two-thirds (2/3) of the Members that the Director be removed from office;

19.6 if the director violates the conflict of interest provisions set out in paragraph 18 herein.

19.7 on the death of such Director;

20. Meetings of the Constituency Management Council may be held at any time and place, to be determined by the Directors provided that 48 hours' written notice of such meeting shall be given, other than by mail (which includes, but is not limited to, personal delivery and electronic means), to each Director by the Secretary. Notice by mail shall be sent at least 14 days prior to the date of any meeting of the Constituency Management Council. There shall be at least one (1) meeting per year of the Constituency Management Council. No error or omission in giving notice of any meeting of the Constituency Management Council or any adjourned meeting of the Constituency Management Council shall invalidate such meeting or make void any proceedings taken thereat, and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each Director is authorised to exercise one (1) vote.

21. A majority of the number of Directors in office shall constitute a quorum at any meeting of the Constituency Management Committee.

22. If a majority of the Directors consent thereto, a Director may participate in a meeting of the Constituency Management Council or of a committee of the Constituency Management Council by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other, and a Director participating in such meeting by such means is deemed to be present at the meeting. The Directors shall be required to provide to the Secretary of the Constituency a phone number or e-mail address that are personal to such Directors and shall use their best efforts to ensure that such communication facilities are kept secure and available only to such Director. Further, if a majority of the Directors consent thereto, votes on any issue may be conducted electronically under the direction of the Secretary of the Constituency in such a manner as to permit the Directors to communicate adequately. Each Director shall be issued an identifier code by the Secretary of the Constituency and shall receive the same information and motions electronically. If a majority of the Directors objects to the specific means of communication to be used for voting on a specific matter, then the electronic voting process shall not be followed. A majority of the number of Directors in office shall respond electronically to the Secretary in order to constitute a quorum within seven (7) days from the date of transmission of the motion from the Secretary to that Director. Each Director will be requested to indicate whether such Director votes for or against the matter to be voted on. Lack of a response within the seven (7) day limit will be counted as an abstention. Every matter dealt with electronically shall be decided by a majority of votes cast on the matter. The Secretary shall inform each Director electronically or by fax of the outcome of all votes including the identity of the Directors voting for, against and abstaining with respect to the matter within seven (7) days of the tally of votes.

23. Every question arising at any meeting of the Constituency Management Council shall be decided by a majority of votes cast on the question.

24. The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from such Director's position as such; provided that a Director may be paid reasonable expenses incurred by such Director in the performance of such Director's duties, including reasonable costs and expenses incurred by a Director in attending at meetings of the Constituency Management Council. Nothing herein contained shall be construed to preclude any director from serving the Constituency in any other capacity and receiving compensation therefor.

25. A retiring Director's resignation may be effective immediately, provided that in the absence of a notice sent electronically to the Secretary specifying that such retiring Director's resignation is to be effective immediately, such retiring Director shall remain in office until the dissolution or adjournment of the meeting at which such Director's retirement is accepted and such Director's successor is elected.

26. The Constituency Management Council may appoint such agents, consultants and professional advisors and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Constituency Management Council at the time of such appointment.

27. A reasonable remuneration for all agents, consultants, professional advisors and employees and committee members, shall be fixed by the Constituency Management Council.
 

29. These Directors shall be chosen based on the number of votes received in the Directors election with the top three Directors (by vote) being appointed to the DNSO Names Council provided that:

29.1. No region may appoint a director to the DNSO Names Council for a period of more than three consecutive years. This provision is in place specifically to ensure the representation on the DNSO Names Council is rotated throughout the global regions.

29.2. Should a Director from a region that has had a representative on the DNSO Names Council for three consecutive years be in the top three vote receivers, that Director is not eligible for appointment to the DNSO Names Council and the Director with the next highest number of votes is appointed to the DNSO Names Council.

31. Each Member shall be entitled to receive notice of, attend or participate in and vote at every meeting of the Members.

32. Each Member participating in a meeting of Members shall have the right to exercise one (1) vote regardless of the size of the registry, size of the country or number of domains registered within the TLD.

33. At all meetings of the Members every question shall be determined by a majority vote.

34. At every annual general meeting of Members, in addition to any other business that may be transacted: (a) the report of the Constituency Management Council, the financial statements and the report of the auditors shall be presented to the Members and, (b) the auditors of the Constituency shall be appointed by the Members for the ensuing year. The Members may consider and transact any business either special or general at any meeting of the Members.

35. The Constituency Management Council shall have power to call, at any time, a general or special meeting of the Members, provided that in the event of the calling of a special meeting of the Members by the Constituency Management Council, the purpose of such special meeting shall be specified in the notice calling such special meeting. The Constituency Management Council shall call a special general meeting of the Members on written requisition of members carrying not less than 5% of the voting rights.

36. At least thirty (30) days' notice shall be given to each voting Member of any annual general or special meeting of Members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the Member to form a reasoned judgement on the decision to be taken.

37. No error or omission in giving notice of any annual general meeting of Members or any adjourned meeting of Members, whether general or special, of the Members shall invalidate such meeting or make void any proceedings taken thereat, and any Member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any Member, Director or Officer for any meeting or otherwise, the address of the Member, Director or Officer shall be the Members, Director's or Officer's last address as recorded on the books of the Constituency.

38. Meetings of Members may be held by electronic means which permit all persons participating in the meeting to communicate adequately with each other, and a Member participating in such meeting by such means is deemed to be present at the meeting. The Members shall be required to provide to the Secretary of the Constituency an e-mail address that is personal to such Members and shall use their best efforts to ensure that such communication facilities are kept secure and available only to such Member. Votes on any issue shall be conducted electronically under the direction of the Secretary of the Constituency in such a manner as to permit the Members to communicate adequately. Each Member shall be issued an identifier code by the Secretary of the Constituency and shall receive the same information and motions electronically.

39. Until the first Directors Election Day, at least 40 of the Members, shall respond electronically to the Secretary within seven (7) days from the date of transmission of the motion from the Secretary to that Member in order to constitute a quorum. Following the first Directors Election Day, ten per cent (10%) of the Members or ten per cent (10%) of the number of Members that voted to elect Members’ Directors on the last Directors Election Day, whichever is less, shall respond electronically to the Secretary within seven (7) days from the date of transmission of the motion from the Secretary to that Member in order to constitute a quorum. Each Member will be requested to indicate whether such Member votes for or against the matter to be voted on. Lack of a response within the seven (7) day limit will be counted as an abstention. Every matter dealt with electronically shall be decided by a majority of votes cast on the matter. The Secretary shall inform each Member electronically of the outcome of all votes including the identity of the Members voting for, against and abstaining with respect to the matter within seven (7) days of the tally of votes.
 

41. Appointment. The Members shall at each annual general meeting of Members appoint an auditor to hold office until the termination of the next annual general meeting and to audit the accounts of the Constituency for report to the Members at the next annual general meeting. The auditor shall hold office until the next annual general meeting of Members provided that the Constituency Management Council may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the Constituency Management Council.
 

42. The minutes of members meetings and Constituency Management Council Meetings shall be available to Members of the Constituency, each of whom shall receive a copy of such minutes if the Director or Member so requests of the Secretary. Minutes of meetings will be posted on the Constituencies web site for consultation by Members and the public. In the case where a Member cannot access the minutes through the web site, the Member may request the Secretary of the Constituency to make alternate arrangements.