ICANN Yokohama Meeting Topic: Revisions to ICANN Bylaws on At Large Membership
Posted: 13 June 2000
(Corrected 14 June 2000)
Deadline for Public Comments: 10 July 2000
At its Cairo meetings in March 2000, the ICANN Board made significant modifications to the structure of the At Large membership and the procedures for selecting At Large Directors.
Specifically, the Board directed the ICANN staff:
"to draft and present to the Board for its review and subsequent posting for public comment prior to adoption proposed amendments to Article II of the Bylaws and other resolutions that accomplish the following objectives:
"1. Establish a deadline for the initial selection of five (5) At Large Directors (one each representing each ICANN region) by a direct ballot of qualified ICANN members in each region by no later than November 1, 2000 to serve a term to expire at the conclusion of the Annual Meeting of the Corporation in 2002;
"2. Extend the terms of four (4) of the Initial At Large Directors, identities to be determined on the basis of willingness, geographic, and other factors, to expire at the conclusion of the Annual Meeting of the Corporation in 2001, and extend the terms of the other five (5) Initial At Large Directors to expire at the conclusion of the annual meeting in 2000;
"3. Establish a Nominating Committee consisting of members appointed by the Board to accept recommendations and nominations from the Internet community as a whole, and to nominate five or more candidates for consideration by the At Large membership for selection to the ICANN Board;
"4. Establish a petition process for additional nominations from the At Large membership that meet certain minimum qualifying criteria; and
"5. Initiate a comprehensive study of the concept, structure, and processes relating to the At Large membership, on the following schedule:
"a. The study to begin promptly following the selection of the five At Large Directors (to take place no later than 11/1/00), with such initial design as is feasible to be done prior to that time;
"b. Results of the study to be presented to the Board no later than the second ICANN quarterly meeting in 2001;
"c. The ICANN Board to consider the results of the study, and propose for public comment whatever actions it deems appropriate as a result on a schedule that would permit taking final actions no later than the Annual Meeting of the Corporation in 2001; and
"d. Implementation of any actions taken so that any subsequent At Large selections can take place on a schedule that would allow any new At Large Directors to be seated by the conclusion of the ICANN Annual Meeting in 2002;
"6. Extend an open invitation to organizations worldwide to assist in the comprehensive study; and
"7. Suspend those provisions of Article II of the Bylaws that deal with the structure and process of the selection of At Large Directors pending the completion of the study referenced above and any subsequent actions by the Board."
The ICANN staff's proposal attempts to achieve these objectives while preserving the core principle (first recommended by the Membership Advisory Committee and then affirmed by the Board) that ICANN's At Large membership and At Large Director selection process should not trigger statutory membership status under the California law governing non-profit corporations. Statutory membership was rejected for a variety of reasons, including the threat of derivative lawsuits and inequalities of powers between American and non-American members and between the At Large membership and the supporting organizations. The staff proposes that the existing Article II be replaced in its entirety, along with a set of conforming amendments to other portions of the Bylaws.
Proposed Revisions to ICANN Bylaws
To accomplish the Board's objectives as stated in Cairo, the ICANN staff proposes that the Board in Yokohama approve the following revisions to the ICANN Bylaws:
1. The provisions of Article II of the Bylaws are repealed, and replaced with the following:
Article II: Membership
Section 1. General
The Corporation shall not have members as defined in the CNPBCL (as defined herein), notwithstanding the use of the term "Member" in these bylaws, in a selection plan adopted by Board resolution, or in any other action of the Board. Instead, the Corporation shall allow individuals (described in these bylaws as "Members") to participate in the activities of the Corporation as described in this Article II and in a selection plan adopted by Board resolution, and only to the extent set forth in this Article II and in a selection plan adopted by Board resolution.
Section 2. Plan for Selection of Five "At Large" Directors in the Year 2000
Five persons shall be nominated and selected by no later than November 1, 2000, to become At Large Directors according to a selection plan adopted by the Board. They shall be seated at the conclusion of the Annual Meeting of the Corporation in 2000.
Section 3. Terms of "At Large" Directors
The five "At Large" Directors seated as described in Section 2 shall serve terms that expire at the conclusion of the Annual Meeting of the Corporation in 2002.
Section 4. Temporary Committees
There shall be two temporary committees to assist in implementing the selection plan mentioned in Section 2 of this Article. The first Committee, the Nominating Committee, shall consist of four Directors of the Corporation and three other individuals, one of whom shall be the current Chair of the Internet Architecture Board. It shall have the responsibility for nominating individuals for possible selection as "At Large" Directors. Notwithstanding anything to the contrary in Article III, Section 4, its choice of nominees shall not be subject to review or reconsideration by the Board. The second committee, the Election Committee, shall consist of three Directors of the Corporation 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 five At Large Directors under the selection plan. Each 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. Each committee will establish its own rules and procedures, which must be consistent with its charter.
Section 5. Study of "At Large" Membership
Beginning immediately upon the date of repeal of Sections 1-4, the Corporation shall initiate a comprehensive study of the concept, structure and processes relating to an "At Large" membership for the Corporation. The study shall be structured so as to allow and encourage the participation of organizations worldwide to assist in the study, and shall be a "clean sheet" study -- meaning that previous decisions and conclusions will be informative but not determinative, and that the study will start with no preconceptions as to a preferred outcome. The Board shall establish, by the Annual Meeting in 2000, a process and structure for the study that will enable it to meet the following deadlines:
a. The results of the study should be presented to the Board no later than the second quarterly meeting of the Corporation in 2001;
b. The Board shall review the study, and propose for public comment whatever actions it deems appropriate as a result of the study, on a schedule that would permit the Board to take final action on the study no later than the Annual Meeting of the Corporation in 2001; and
c. Implementation of any actions taken can be implemented so that, if subsequent "At Large" Director selections are to be made, they can take place on a schedule that will allow any new "At Large" Directors to be seated by the conclusion of the Annual Meeting of the Corporation in 2002.
Section 6. Repeal of Sections 1-4
Sections 1-4 of this Article are hereby expressly repealed effective on the date of the seating of the five "At Large" Directors referred to in those Sections, or January 1, 2001, whichever is earlier.
2. Article V of the Bylaws is amended as follows:
a. Section 1 is amended to delete the second sentence and replace it with the following language:
Five of the At Large members of the Initial Board, to be selected by majority vote of the At Large members of the Initial Board, shall serve until the conclusion of the Annual Meeting of the Corporation in 2000. The remaining four At Large members of the Initial Board shall serve until the conclusion of the Annual Meeting of the Corporation in 2001.
b. Section 4(iv) is replaced with Sections 4(iv) and (v), as follows:
(iv) The Nine (9) At Large members of the Initial Board during their terms of office prescribed in Section 1 of this Article;
(v) Successor At Large Directors seated according to Article II, Section 2 of these Bylaws; and
c. Section 4(v) is renumbered as Section 4(vi).
d. Section 6 is amended to delete the words and the At Large Council from the second sentence.
e. Section 9(a) is amended to read as follows:
(a) Five At Large Directors shall be seated as prescribed in Article II, Section 2 of these Bylaws.
f. Section 9(c)(2). is amended to read as follows:
2. The term of At Large members of the Initial Board shall expire as stated in Section 1 of this Article;
g. Section 9(c)(3). is amended to read as follows:
3. The term of the five At Large Directors seated pursuant to Article II, Section 2 of these Bylaws shall expire as stated in Article II, Section 3; and
h. The last (unnumbered) paragraph of Section 9(c) is amended to read:
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 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.
i. Section 11 is amended to delete the third sentence and, in the fifth sentence, the words or At Large Council and the words or more than one At Large Director.
j. Section 12 is amended to delete the second and third sentences, and replace them with the following sentence:
Any vacancy occurring on the Board of Directors involving an At Large Director, whether from the Initial Board or seated under Article II, Section 2 of these Bylaws, shall be filled by a vote of the remaining Directors.
3. Article VII of the Bylaws is amended to add a subsection (c) to Section 1, to read as follows:
(c) The Board may establish such temporary committees as it sees fit, with duties and responsibilities as set forth in the resolutions or charters adopted by the Board in establishing such committees.
4. In Article IX, the second sentence is amended by deleting or At Large Council.