Please place the legend "CONFIDENTIAL" on any part of the Sponsoring Organization's Proposal that you have listed in item F3.1 of your Statement of Requested Confidential Treatment of Materials Submitted.

The Sponsoring Organization's Proposal should be separately bound and labeled: "Sponsoring Organization's Proposal" and should cover Sections I, II, and III below. This page, signed on behalf of the applicant(s), should be included in the Sponsoring Organization's Proposal.]

On behalf of the 750,000 co-operatives around the world and the 725 million members that are served by them, the Cooperative League of the U.S.A. d/b/a the National Cooperative Business Association (NCBA), respectfully submits this proposal to establish the restricted TLD of .co-op with the full endorsement of the International Co-operative Alliance (ICA). Co-operative businesses possess unique characteristics that empower members and potential members, economically as well as politically. Combined with the power of the Internet, co-operatives can be a unique and powerful tool to further enable individuals to participate effectively in the global economy. Co-operatives, which have been in existence for over 150 years, offer a proven, viable non-governmental alternative to investor-controlled and owned corporations and should so be recognized on the Internet.

Co-operatives are businesses that are owned and controlled by the people that use them. They conduct business in accordance with the International Co-operative Alliance (ICA) Co-operative Principles which are enumerated in section C4 of this application. The business and human service enterprises of co-operatives are as broad as those found in the current domain name system and cut cross all industries such as banking, insurance, telecommunications, utilities, agriculture, health care, housing, child-care and purchasing (shared service co-operatives among independent businesses). Establishment of .co-op TLD would relieve pressure on the domain name system.

Establishment of .co-op will recognize co-operatives as the 4^th sector of the economy. Co-operatives are not government agencies and, therefore, do not fall into the .gov TLD. Because co-operatives do not seek to maximize profits for investors but rather their members, the.com TLD is not appropriate. However, because co-ops are businesses that generate surplus income (over costs and investment needs) that is later returned to their member-owners, the.org TLD is similarly inappropriate. In addition to appropriate recognition of the Co-operative Sector in Internet commerce, it is critical that the Internet enable the general public to identify and conduct business with co-operatives. Consumers have identified "co-operatives as businesses that people trust" in surveys and focus groups conducted over the years. In an increasingly complex and global economy made available through the Internet, establishment of the.co-op will not only reflect the consumers’ desire for this choice but also enable them to find co-operatives.

Established in 1916, the Cooperative League of the United States of America d/b/a the National Cooperative Business Association (NCBA) is a non-profit membership association of co-operative businesses. NCBA members cross all industries including banking, insurance, telecommunications, utilities, agriculture, retail trade, health care, housing, associations of co-operatives, businesses that serve co-operatives, child-care and shared service co-operatives among independent businesses. For a further description of NCBA's membership, please refer to the answer in C3.

NCBA has a proven record in co-operative leadership across the United States of building and supporting coalitions. In its 84 years of operation, as the only cross-industry co-operative organization in the U.S., NCBA has pulled diverse organizations together to establish programs such as:

• Developing CARE (Cooperative for Assistance and Relief Everywhere);
• Creating the National Consumer Cooperative Bank;
• Providing programs within the U.S. Agency for International Development that serve over 150 million people in low-income communities around the world through new co-operatives;
• Building a network of centers for co-operative development in the United States known as CooperationWorks with over $15 million in government funding;
• Facilitating the establishment of a National Rural Cooperative and Business Equity Fund, and,
• Creating forums for emerging co-operative industries among independent businesses, natural food stores, new generation agriculture enterprises, senior housing and services, and childcare.

The International Co-operative Alliance (ICA) is an independent, non-governmental association that unites, represents and serves co-operatives worldwide. Its members are national and international co-operative organizations in all industries of activity including banking, energy, industry, insurance, fisheries, housing, tourism, and consumer co-operatives. ICA has more than 230 member organizations from over 100 countries, representing more than 750,000 co-operatives and 725 million individuals worldwide. ICA has delegated submission of this proposal to the National Cooperative Business Association on behalf of the international co-operative community. Please see letter of endorsement from the ICA.

In 1946, the ICA was one of the first non-governmental organizations to be accorded United Nations Consultative Status. Today, it is one of the forty-one organizations holding Category 1 Consultative Status with the UN Economic and Social Council (ECOSOC). The ICA was one of only two non-governmental international organizations to provide a forum for all countries during the Cold War.

The Cooperative League of the U.S.A d/b/a

the National Cooperative Business Association

1401 New York Avenue, NW

Suite 1100

Washington, DC 20005-2160

NCBA is a 501-(c)(6) non-profit association pursuant to the provisions of the District of Columbia, U.S.A. Non-Profit Corporation Act. (Please see attached Documents-NCBA Articles of Incorporation, Proof of non-profit status)

NCBA’s 300 active members represent 48,000 co-operative businesses in the United States and the 120 million members of those co-operatives. We conduct our business democratically and are committed to transparency in all our actions and activities. The mission of NCBA is to develop, advance and protect co-operative enterprise. Our Vision Statement is " to improve and protect their economic well being and the quality of life, every person and organization has the opportunity to belong to a co-operative. We operate on the following values:

• The seven Co-operative Principles (explained in C4)
• NCBA values the co-operative way of doing business.
• NCBA values the economic betterment of the members of co-operatives.
• NCBA values economic empowerment through mutual self-help.
• NCBA values the role of co-operatives in enhancing the competition in the marketplace by setting the highest standards of excellence, innovation and service.

Classes of Membership. There shall be three (3) classes of members admitted in accordance with these bylaws and such rules and requirements as may be prescribed by the board of directors.

Active members shall be organizations operating on a co-operative basis, as described in Article 1.3 organizations that are subsidiaries of, controlled by, or related entities of such organizations, entities that are created through joint ventures of such organizations, and associations serving such organizations.

Associate members shall be non-U.S. co-operatives and any U.S. non-co-operative organizations (including

partnerships, firms, professional corporations, etc.) with an interest in co-operatives.

The board of directors shall determine the appropriate class of membership for all applicants. Classes of membership as defined above are mutually exclusive. The term "members," as used in these bylaws, means active members, individual members, and associate members.

NCBA has a 40-member board of directors with an executive committee consisting of eight members including: Chair, First Vice-Chair, Second Vice-Chair, Secretary, and Treasurer. (Please see attached document-NCBA Board of Directors List.)

Pete Crear (Chair). Mr. Crear is Executive Vice President and Chief Operating Officer of the Credit Union National Association which represents the 76 million Americans belonging to credit unions. In this position, he manages member services and administration for the Madison, Wisconsin-based association. He has been an NCBA board member for 10 years and chaired the Blue Ribbon Committee on Co-operative Education. In his position as Chair, he serves on the Executive Committee and is an ex-officio member of all other committees.

Charles E. Snyder (1^st Vice Chair). Mr. Snyder is President and Chief Executive Officer of the National Cooperative Bank, a co-operative bank providing financial services to non-agricultural co-operatives throughout the U.S. The National Cooperative Bank was chartered by an Act of Congress in 1980, as the National Consumer Cooperative Bank, and is based in Washington, D.C. He serves on the Executive and Co-operative Development Committees.

Dr. Ann Hoyt (2^nd Vice Chair). Dr. Hoyt is a Professor and Director of the Urban Cooperative Center at the University of Wisconsin. She coordinates the annual Consumer Cooperative Management Association Conference. She serves on the Executive, Audit, and International Development Committees.

Steven F. Cunningham (Secretary/Treasurer). Mr. Cunningham is President and Chief Executive Officer of IMARK Group, Inc., a business purchasing co-operative of retail electrical supply stores across the U.S. based in Oxon Hill, Maryland. Annual sales of the co-operative exceed $3 billion. He serves on the Executive, Audit, and Member Services Committees.

Martin L. Andreas. Mr. Andreas is Senior Vice President and Assistant to the Chief Executive Officer of Archer Daniels Midland, a global agri-business company based in Decatur, Illinois that works closely with many agricultural co-operatives. He was elected by the board to represent associate members of NCBA. He serves on the International Development Committee.

Kathy Brick. Ms. Brick is Senior Vice President and Chief Financial Officer of U.S. Central Credit Union, the apex-level corporate credit union based in Overland Park, Kansas with over $25 billion in assets. Membership includes all other corporate credit unions that serve natural-person credit unions throughout the country.

Andrew Brown. Mr. Brown is Vice President of Industry and Member Relations for the National Rural Telecommunications Cooperative, a co-operative based in Herndon, Virginia serving electric co-operatives providing telecommunications services to their members. He serves on the Member Services Committee.

Robert S. Bucklin. Mr. Bucklin is Senior Vice President and Chief Corporate Banking Officer for Rabobank International, a global co-operative bank based in the Netherlands. He serves as Chair of the International Development Committee.

Dr. Christina Clamp. Dr. Clamp is a Professor at New Hampshire College and Chair of the ICA Group, a worker-owned technical assistance firm based in Boston, Massachusetts that organizes and develops worker co-operatives. She serves on the Co-operative Development Committee.

Patrick N. Connealy. Mr. Connealy is Managing Director of Corporate Banking for the National Cooperative Bank. He serves as Chair of the Audit Committee and on the Member Services Committee.

Robert Dever. Mr. Dever is Senior Vice President at Land O’Lakes, a regional agricultural co-operative representing over 1,000 local co-operatives and 300,000 farmers. Land O’Lakes annual sales exceeds $8 billion.

Alan Edwards. Mr. Edwards is Manager of Strategic Alliances for the National Rural Electric Cooperative Association, the trade association for the 1,000 rural electric co-operatives that serve 75% of the nation’s landmass. He serves on the Co-operative Development Committee.

Michael Feinstein. Mr. Feinstein is Senior Vice President of Frenkel & Company, an employee-owned insurance brokerage firm based in New York. He serves as Vice Chair of the Member Services Committee.

Andrew Ferguson. Mr. Ferguson serves on the board of Northeast Cooperatives, a food co-operative wholesaler based in Brattleboro, Vermont and was the founder of the Cooperative Development Institute, a co-operative development center serving the Northeastern U.S. based in Greenfield, Massachusetts. He serves on the Co-operative Development Committee.

John C. Fisher. Mr. Fisher is Executive Vice President and Chief Executive Officer of the Ohio Farm Bureau Federation, a statewide organization serving farmers and agricultural co-operatives. He serves as Vice Chair of the Audit Committee and on the Public Policy Committee.

Kenneth L. Hartung. Mr. Hartung is Vice President of Unified FoodService Purchasing Cooperative, LLC, a $4 billion business purchasing co-operative based in Louisville, Kentucky serving Kentucky Fried Chicken, Taco Bell, Dairy Queen franchisees. He serves on the Audit and Member Services Committees.

Jean Jantzen. Ms. Jantzen serves as Vice Chair of the board of HealthPartners, a 500,000-member consumer owned co-operative health insurance company serving the Minneapolis-St. Paul, Minnesota area. She is a former senior executive at Cenex Harvest States, a regional agricultural co-operative and serves on the board of The Cooperative Foundation.

James R. Jones. Mr. Jones is General Manager of NASCO Properties, a national co-operative of student housing co-operatives providing property management services. He serves on the International Development Committee.

Daniel W. Judge. Mr. Judge is President of Co-opBuy, Inc., an e-commerce co-operative site based in Lockport, New York, with a web site serving the co-operative business community. He serves on the Member Services Committee.

Marla S. Kniffin. Ms. Kniffin is President and Chief Executive Officer of the Kansas Credit Union Association, a statewide association of credit unions. She serves on the Member Services Committee.

Richard Koven. Mr. Koven is Executive Vice President of Amalgamated Life Insurance Company, a co-operatively owned insurance company that serves members of New York-area labor unions. He serves as Chair of the Co-operative Development Committee.

Joseph A. Lieber. Mr. Lieber is Executive Vice President of the Kansas Cooperative Council, a statewide association of all types of co-operatives. He serves on the Public Policy Committee.

Margaret Lund. Ms. Lund is Managing Director of the Northcountry Cooperative Development Fund, a community development financial institution focused on financing co-operatives throughout the Upper Midwestern U.S. She serves as Vice Chair of the Co-operative Development Committee.

Rosemary Mahoney. Ms. Mahoney is Executive Director of Cooperative Development Services, a co-operative development center serving Wisconsin, Minnesota, and Iowa. She serves on the Co-operative Development Committee.

Len Maisel. Mr. Maisel is Senior Vice President of Amalgamated Bank of New York, a co-operatively owned financial institution established by labor unions. He serves on the Co-operative Development Committee.

Michael Maranell. Mr. Maranell is Vice President of Corporate Relations for Ag Processing (AGP), an agricultural co-operative based in Omaha, Nebraska. AGP is the largest processor of soybeans in the U.S. He serves as Vice Chair of the International Development Committee and on the Executive Committee.

Gary McDavid. Mr. McDavid is an attorney in Washington, D.C. specializing in co-operative law with the firm Dorsey & Whitney. He serves on the Public Policy Committee.

David Miller. Mr. Miller was the last board Chair of NCBA and a current board member of the International Co-operative Alliance. He serves on the board of Nationwide Insurance Company, a co-operatively organized global insurance company based in Columbus, Ohio, and as Chair of Nationwide Property Casualty Insurance Company a mutual insurance firm with $200 billion in assets. He serves on the International Development Committee.

Otis Molz. Mr. Molz is Chair of the board of CoBank, a co-operative bank with assets over $20 billion based in Denver, Colorado providing financial services to agricultural co-operatives throughout the U.S. He has also served on the boards of Farmland Industries and Garden City Cooperative. He serves on the International Development Committee.

Rod Nilsestuen. Mr. Nilsestuen is President and Chief Executive Officer of the Wisconsin Federation of Cooperatives, a statewide association of all types of co-operatives. He is a past Chair of the NCBA board and serves as Chair of the Public Policy Committee.

Thomas O. Olson. Mr. Olson is Senior Vice President of Corporate Affairs for CUNA Mutual Group, a co-operative insurance company based in Madison, Wisconsin serving members of credit unions around the world. He serves on the Member Services Committee.

Ralph Paige. Mr. Paige is Executive Director of the Federation of Southern Cooperatives, an association of minority-owned co-operatives throughout the Southeastern U.S. based in Atlanta, Georgia. He serves on the Executive and Co-operative Development Committees and on the board of Nationwide Insurance Company.

James F. Patterson. Mr. Patterson serves on the board of Nationwide Insurance Company and as Chair of Nationwide Mutual Fire Insurance Company. He serves on the Public Policy Committee.

Sheldon C. Petersen. Mr. Petersen is Governor and Chief Executive Officer of the National Rural Utilities Cooperative Finance Corporation, a co-operative financial institution based in Herndon, Virginia with assets over $15 billion serving rural utility co-operatives across the U.S. He serves as Vice-Chair of the Public Policy Committee.

Kenneth L. Robinson. Mr. Robinson is President and Chief Executive Officer of the National Association of Federal Credit Unions, the trade association for federally chartered credit unions, based in Arlington, Virginia. He serves on the Public Policy Committee.

Arden Shisler. Mr. Shisler serves as Chair of the board of Nationwide Insurance Company. Nationwide Insurance serves over 50 million people in the U.S. and has over $200 billion in assets. He serves on the Executive and International Development Committees.

Harvey Sigelbaum. Mr. Sigelbaum is President of MultiPlan, Inc., a New York-area insurance company, and is President of the United Housing Foundation, a nonprofit developer of housing co-operatives in New York. He serves on the International Development Committee and on the board of the U.S. Overseas Private Investment Corporation.

David L. Smith. Mr. Smith is Co-Chair of the Coordinating Council of Cooperatives, an association of housing co-operatives in New York City. He serves on the Public Policy Committee.

Robert Stewart. Mr. Stewart serves on the board of Nationwide Insurance Company and as Chair of the Farmland Mutual Insurance Company. He serves on the Co-operative Development Committee.

James Van Houten. Mr. Van Houten is President and Chief Executive Officer of Mutual Service Insurance Companies, a co-operatively owned insurance company serving all types of co-operatives. He serves as Chair of the Member Services Committee.

AUTHORITY OF DIRECTORS (Attached Documents-NCBA Board Policies; adopted 4/29/85))

The corporate authority, business, and property of the National Cooperative Business Association shall be exercised, conducted, and controlled by the board of directors, except as otherwise provided by law. The board, as the legal representative of the Association, is responsible for the establishment of broad objectives and goals for the Association, including policies, programs, and budgets, as are required for fulfillment of its responsibility for the business of the Association. The board makes decisions affecting the Association's fiscal structure, resource allocations, and other financial matters and is responsible for executive management selection and appraisal, development of the Association, program diversification, and for making all decisions not otherwise delegable.

RESPONSIBILITIES OF DIRECTORS (Attached NCBA Board Policies; adopted 4/29/85; revised 7/30/97)

-What benefits will be provided to which members at what cost

-Decisions of prudence and ethics to be retained by the board

-Board-President/CEO relationships and delegation

-Board roles, responsibilities and processes

2. Focus consistently on the association’s longer-term impacts, results and purposes and future opportunities to serve the needs of members, not on operational methods of achieving those results. Provide and expect proactive leadership in policy development.
3. Assure excellence in governance through a disciplined approach based on adherence to the highest standard of ethical conduct in all aspects of its guidance, decision-making and leadership of the association. Directors will attend and participate actively in member, board and appropriate committee meetings.

f) Provide for ongoing director training and development.

g) Fundraise for the Cooperative Development Foundation.

h) Promote membership in the association.

i) Be familiar with the Bylaws of the association and the policy manual.

NCBA Board of Directors Officer Job Descriptions (Attached documents-NCBA Bylaws; Article 8)

Election of Officers. At its first meeting each year following the annual meeting, the board of directors shall elect, from among the directors, the following officers: chair, first vice chair, second vice chair, secretary, and treasurer. The chair, first vice chair, and second vice chair may not hold their respective offices for more than two consecutive one-year terms.

Chair. The chair of the board shall preside at all meetings of the members and of the board of directors and shall have such other duties as are normally incident to that office.

First Vice Chair. The first vice chair shall possess all the powers and perform the duties of the chair during the chair's absence and shall assume other duties and responsibilities requested by the chair.

Second Vice Chair. The second vice chair shall possess all the powers and perform all the duties of the chair during the absence of both the chair and the first vice chair and shall assume other duties and responsibilities as requested by the chair.

Secretary. The secretary shall see that minutes are kept of all board and membership meetings and shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law and shall generally perform the duties incident to the office and shall assume other responsibilities as requested by the chair.

Treasurer. The treasurer shall oversee the funds, securities, receipts, and disbursements of the Association, shall perform all duties and have all authority incident to the office, and shall assume other responsibilities as requested by the chair.

Standing board committees (See Attached NCBA Board Policies and Bylaws; Article 9)

Executive Committee. The Executive Committee is composed of the elected officers plus four directors elected by the Board of Directors. The Executive Committee meets more frequently than the full board and may be delegated the power to act in its place. The Executive Committee monitors NCBA’s operation closely and reports back to the full board and supervises the performance of the President/CEO.

Co-operative Development Committee. The Co-operative Development Committee is established to develop and oversee NCBA’s domestic co-operative development strategies.

Audit Committee. The Audit Committee is established to arrange for a regular independent audit of NCBA, review the auditor’s findings, and report those findings to the full board.

International Development Committee. The International Development Committee is established to oversee NCBA’s international development activities.

Public Policy Committee. The Public Policy Committee is established to oversee NCBA’s legislative activities and make recommendations to the full board on public policy positions.

Member Services Committee. The Member Services Committee is established to develop and oversee membership dues, benefits, and policies.

Affiliate Organizations (Please see attached documents-NCBA Bylaws)

NCBA is affiliated with many organizations in the United States and around the world. A sample list includes Consumer Federation of America, Cooperative Development Foundation, CARE, Cooperative Business International, Co-opBuy.com, and the International Co-operative Alliance (ICA). The ICA is an independent, non-governmental association that unites, represents and serves co-operatives worldwide. NCBA has been the U.S. representative to the ICA since 1916. The ICA has endorsed NCBA’s application and has committed to a working partnership with NCBA to promote. co-op to its members in 100 countries. Please see ICA letter of support.

The National Cooperative Business Association (NCBA) is a membership organization of co-operatives and those interested in co-operatives who come together to expand business opportunities for co-operatives and members of co-operatives. NCBA’s mission is to develop, advance, and protect co-operatives, with the overall organizational goal of elevating co-operatives to be a recognized as the fourth sector of the economy. NCBA’s vision is to improve and protect co-operatives, and to provide for the economic well being and improved quality of life for members through cooperation. NCBA envisions a world in which every person and organization has the opportunity to belong to a co-operative. NCBA accomplishes it mission through its program areas. These areas include public policy, international co-operative development, domestic co-operative business development, co-operative education and co-operative communications.

The.co-op TLD will serve co-operatives, members of co-operatives, and co-operative associations. Co-operatives worldwide are inherently guided by the ICA Co-operative Principles. These principles are guidelines by which co-operatives put their values into practice. Co-operatives are businesses that are owned and controlled by the people who use them.

1. Voluntary and Open Membership. Co-operatives are voluntary organizations, open to all persons able to use their services and willing to accept the responsibilities of membership, without gender, social, racial, political or religious discrimination.
2. Democratic Member Control. Co-operatives are democratic organizations controlled by their members, who actively participate in setting their policies and making decisions. Men and women serving as elected representatives are accountable to the membership. In primary co-operatives, members have equal voting rights (one member, one vote) and co-operatives at other levels are also organized in a democratic manner.
3. Member Economic Participation. Members contribute equitably to, and democratically control, the capital of their co-operatives. At least part of that capital is usually the common property of the co-operatives. Members usually receive limited compensation, if any, on capital subscribed as a condition of membership. Members allocate surpluses for any or all of the following purposes: developing their co-operative, possibly setting up reserves, part of which at least would be indivisible; benefiting members in proportion to their transaction with the co-operative; and supporting other activities approved by the membership.
4. Autonomy and Independence. Co-operatives are autonomous, self-help organizations controlled by their members. If they enter into agreements with other organizations, including governments, or raise capital from external sources, they do so on terms that ensure democratic control by their members and maintain their co-operative autonomy.
5. Education, Training and Information. Co-operatives provide education and training for their members, elected representatives, managers, and employees so they can contribute effectively to the development of their co-operatives. They inform the general public – particularly young people and opinion leaders – about the nature and benefits of cooperation.
6. Cooperation Among Co-operatives. Co-operatives serve their members most effectively and strengthen the co-operatives movement by working together through local, national, regional, and international structures.
7. Concern for Community. Co-operatives work for the sustainable development of their communities through policies approved by their members.

Co-operatives operate across the full spectrum of the economy in industries such as banking, finance, telecommunications, agriculture, consumer, utilities, health care, child-care, housing, and insurance. There are 48,000 co-operatives in the United States representing 120 million members. Worldwide there are over 750,000 national and international co-operative businesses and organizations in 100 countries. These co-operatives and associations represent over 725 million members. Co-operatives serve both the economic and social needs of members by providing a full range of business and basic services.

Co-operatives exist to serve the needs of their members. Furthermore, co-operatives are democratically controlled by their members. This purpose and governance structure economically empowers members in a way other businesses cannot. The Internet offers a vehicle through which the opportunities for cooperation can be dramatically multiplied and implemented.

These current and potential members represent all strata of worldwide society. The quality of life for many people worldwide could be significantly enhanced through co-operation. The .co-op TLD will enable internet users to identify co-operative businesses and organizations that could help meet local needs of users and/or to form new co-operatives to meet unmet needs and opportunities. Additionally, the internet provides a new venue for co-operation among members in distant locales and different cultures.

NCBA will guarantee that the interest of co-operative stakeholders are maintained by ensuring that all registrants of the .co-op TLD meet the seven co-operative principles described above in Section C4 and that opportunities to register and receive permission to use .co-op TLD are advertised and offered worldwide. NCBA will do this by working in concert with the International Co-operative Alliance (ICA) and its national co-operative associations in all member countries as well as the registry operator, Poptel. In addition, all disputes will be handled through a transparent resolution process.

Recognizing the importance of monitoring and evaluating the success of implementation of new TLDs, NCBA will ensure that an appropriate evaluation and monitoring system is implemented that will provide data and information to ICANN for its "Proof of Concept" purposes.

This protection of stakeholder and Internet interests will be guided through a subcommittee of the NCBA Board of Directors as well as through bilateral agreements between NCBA, ICA and its national co-operative associations worldwide and Poptel. Guarantee of respect for the TLD policies, and oversight of NCBA management of TLD will be ensured by a .co-op advisory/technology committee, to be created by NCBA.

Further support of the TLD will come from our international partner, the International Co-operative Alliance (ICA). The ICA has agreed to serve in an advisory capacity in regards to international inquires for registration working with its national co-operative association members. ICA will help the NCBA, through its national organizational membership, determine eligibility of international use of .co-op. Please see letter of support from ICA.

It is understood that the interests of the "Internet at large" are served by ICANN, and a contract between ICANN and the NCBA will embody this.

As noted in Section C4, the community to be served by this TLD includes co-operatives and their members, associations of co-operatives, as well as organizations and businesses who serve co-operatives. As noted earlier, co-operative businesses operate in all industries of the economy including banking, telecommunications, health care, insurance, business supplies, services and sales, retails services, childcare; manufacturing services, housing, etc.

Co-operative businesses form a unique, distinct, and economically important sector of the international economy yet lack any reasonable or consistent method for identifying their businesses on the Internet and e-commerce. Co-operative businesses are member-owned and controlled and offer limited returns to members based, not on ownership share, but on members’ use of the co-operative. These businesses fit into neither the investor-owned category, captured by .com nor in the non-profit category, captured by dot.org. The internet needs a TLD that identifies this unique business structure, i.e., .co-op.

By adhering to the international co-operative principles, co-operatives empower members to control their economic destinies and maintain a role in the global economy. This power is enhanced by the Internet, which opens up vast economic and social opportunity to people and households worldwide.

Polls show consumers trust co-operatives more than conventional businesses and prefer to do business with them. The. co-op TLD enables Internet users to distinguish co-operative businesses and associations from investor-owned businesses, governmental organizations, and non-profit institutions in the global marketplace. Co-operatives enable this community to:

1. Participate in the global economy as owners, not just consumers;
2. Control the businesses through which they do business;
3. Do business with trusted companies on the Internet;
4. Aggregate demand for services and products through cooperation, and
5. Communicate with the co-operative community in the global economy.

NCBA, established in 1916, and ICA, established in 1895, have 84 and 105 years, respectively, of organizational history, tradition and operating success. The hallmark of the organizations’ methods of operation are their democratic-controlled processes and commitment to full transparency. Both organizations have regular, publicized public meetings which will be the platform on which to build opportunities for input to .co-op TLD.

In addition, the community to be served will have access and input through a dedicated website described in the following section (C7).

NCBA, ICA and Poptel - organizations that conduct their business based on international co-op principles, which are inherently transparent – will establish a joint website dedicated to the new TLD.

The website will provide specific information on the following items:

• Application procedures for the new TLD .co-op.
• Policies relating to eligibility for registration within the new TLD including applicable NCBA and ICA bylaws affecting eligibility criteria.
• Policies for complaints regarding administration of the new TLD.
• Policies for resolving dispute among TLD applicants.
• Policies for addressing comments received by the public on the new TLD.
• The qualifications of NCBA, ICA and other country-specific co-operative association affiliates to make TLD eligibility decisions.
• Directories of approved .co-op TLDs.
• Resources for individuals and groups seeking to organize as a bona fide co-operative.

The website will also include a dedicated section for public comment on the .co-op TLD policies and procedures. NCBA and ICA will establish a joint committee to evaluate the comments during the first six-month period and make recommendations on any modifications that should be made to eligibility criteria and other policies.

If restrictions on eligibility need to be modified based on comments received during the start up period, NCBA and ICA will make a recommendation on modification and work with ICANN to address those changes.

Key Board Members. A 40-person board of directors representing the entire co-operative sector of the U.S. economy governs NCBA. Directors are not compensated. The board chair is Pete Crear, Executive Vice President and COO of the Credit Union National Association representing 11,000 credit unions and over 76 million people. The 1^st Vice Chair is Charles Synder, President and CEO of the National Cooperative Bank a co-operative with over $1 billion in assets. The 2^nd Vice Chair is Dr. Ann Hoyt, Professor at the University of Wisconsin Center for Urban Cooperatives. The Secretary/Treasurer is Steve Cunningham, President and CEO of the IMARK Group, a purchasing co-operative of independent electrical distributors with annual sales over $3 billion. The other 36 Board Members represent every co-operative industry and are senior managers or board directors of NCBA member co-operatives. (Please see attached list of Board Members).

Relevant Staff. NCBA currently has a staff of 35 people with an average tenure of 12 years with the organization. Paul Hazen is the President and CEO with 25 years of experience in co-operatives, 13 of those years with NCBA. Connie Moser is the Vice President of Finance and Administration and has been employed by NCBA for 17 years. Judy Ziewacz is the Vice President of Domestic Services and will have direct responsibility of the management of the .co-op TLD program at NCBA. She has been working with NCBA and co-operatives for 25 years. (Please see attached list of Key Staff).

International Qualifications. Since the 1960s, NCBA has managed development projects overseas. Managing millions of dollars of USAID programs simultaneously in multiple countries for over 40 years demonstrates NCBA's qualifications to work with partners around the world, provide technical assistance, and successfully implement complex projects with an international scope. Currently, NCBA operates 15 co-operative development programs in 13 countries with an international development budget of $14 million.

Membership: The Active Membership of NCBA comprises U.S. co-operatives that conform to the seven international recognized co-operative principles. In addition, organizations that serve co-operatives such as associations of co-operatives are also eligible for membership. The NCBA Board of Directors and Staff screen all membership applications to ensure compliance with the co-operative principles. (See attached Bylaws Article 2).

Directors: The NCBA Board of Directors is elected from the membership for three-year terms. Directors must be a member, director or employee of a NCBA member. In addition, Sponsoring Member Co-operatives may appoint directors. The board of directors fills any vacancy that occurs between elections. Directors do not receive any compensation. (See attached NCBA Bylaws and Board Policies).

Staff: The President and CEO serve at the pleasure of the board of directors. The board of directors establishes a strategic plan and annual work plan for NCBA. The President and CEO is responsible for hiring additional staff to fulfill the program established by the board of directors. Compensation for the staff is established on an annual basis by the board of directors. (Attached documents-NCBA Policies: VII Personnel; Bylaws – Articles 7 and 8)

The overall policies for the TLD will be formulated and adopted according to NCBA’s current procedure. (Attached NCBA Board Policies 1.1)

However, NCBA will establish a technical advisory committee (.co-op TLD Advisory Committee) to oversee TLD policies and modify policies in a timely, transparent and democratic fashion. The advisory committee will initially include representatives of NCBA, the ICA, and the Registry Operator (Poptel). Downstream, it will be expanded to include representatives of the co-operative community and/or registrars from around the world.

This advisory committee will monitor and modify the initial TLD policies by reviewing comments received in writing or through the dedicated website.

The .co-op TLD Advisory Committee established to review and modify the .co-op TLD policies will meet at least once a year, in-person at the appropriate ICA regional meetings and/or NCBA annual meeting. NCBA will establish a dedicated intra-net communications system to facilitate global communications on a daily basis. The .co-op advisory committee will meet at least quarterly by teleconference and more frequently by phone, if necessary, to resolve particular policy issues. All meetings including conference calls and recommendations for policy will be posted to the dedicated website to insure full disclosure and transparency.

The NCBA 1999 audited financial statements indicate that the organization’s budget exceeded $16 million. Revenues included membership dues, fees and government contracts. Expenses included domestic and international co-operative development, public policy advocacy for co-operatives, education and communications for member co-operatives. Total assets for the organization exceed $8 million. NCBA engages the firm of Deloitte & Touche to conduct the annual audit. (Please see attached documents for fiscal information such as Audited Financial Statements, Annual Report, etc…)

As the Sponsoring Organization for the .co-op TLD, NCBA will commit substantial resources to the .co-op initiative. First-year budget estimates are as follows:

Revenue: NCBA Contribution - $62,000; SO% of Registration Fees - $38,000 for total of $100,000.

Expenses: Processing Applications - $38,000; Policy Implementation - $62,000 for total of $100,000.

Digital Divide Fund. Revenues that exceed investment plus a reasonable return on investment will be contributed to a Digital Divide Fund. Proceeds from the fund will be made available to assist co-operatives serving limited resource people throughout the world in order to fill the digital divide. NCBA will contribute any excess revenue over expenses and a reasonable return on investment to the Digital Divide Fund.

NCBA maintains a directors and officers liability policy with Great American Insurance Companies of Cincinnati, Ohio for $5 million in coverage. This policy covers NCBA, the board of directors, officers and staff from any potential liability relating to the operation of the organization. This coverage will be extended to cover NCBA’s role as a Sponsoring Organization for a TLD. (Attached NCBA Bylaws – Article 15 and NCBA Liability Insurance Policy.)

The NCBA bylaws may be amended, repealed or new bylaws adopted by a majority of the membership or by 2/3 vote of the board of directors. The members and the board of directors must be given 14 days notice of any proposed bylaw change. The secretary of the board of directors shall inform the membership of any changes in the bylaws by mail. (Attached NCBA Bylaws – Article 14)

The policies are inviolate and may be altered only by the Association's board, unless there is a conflicting provision in the statutes of the District of Columbia, in which case that shall take precedence over any provisions of these policies. (Attached NCBA Policies - Introduction)

NCBA and its affiliates in the .co-op TLD initiative seek authority to:

• Set initial eligibility criteria for registration in the restricted .co-op TLD.
  
• Create and manage an on-going, transparent process for managing policy regarding eligibility criteria, taking input on those criteria and modifying those criteria when appropriate and after a public comment period.
  
• Determine the eligibility of an applicant for registration within the new TLD .co-op based on the eligibility criteria.
  
• Delegate to other national co-operative trade associations the responsibility for determining eligibility of TLD applicants from other countries.
  
• Set criteria to determine which other national co-operative trade associations or organizations have the ability, capacity and infrastructure to make eligibility determinations regarding applications for registration within the new TLD "co-op."
  Delegate responsibility for determining eligibility of applicants from international co-operative associations to the International Co-operative Alliance. (See letter of support from ICA).
  
• Manage domain disputes among applicants for the new TLD by establishing a process for reconciliation that shall not supplant or replace ICANN's Uniform Domain-Name Dispute-Resolution Policy.
  
• Determine which registrars shall be selected to register the new TLD after the start-up period and the conditions each registrar must meet in order to be selected. In addition to financial viability and technological capability conditions, NCBA expects:

1. such conditions would include requirements regarding the information registrars provide customers about the eligibility requirements for the new restricted .co-op TLD and
2. to provide preference, but not necessarily exclusivity, to registrars that are organized as co-operatives and/or operate on ethical principles.

1. NCBA seeks this authority because it is uniquely qualified and positioned to assess whether a business is functioning as a legitimate co-operative and whether co-operative associations are representing legitimate co-operatives for the following reasons.

• Nearly 85 years of experience in the domestic and international co-operative sector. NCBA has served and is recognized as the lead national co-operative trade association for all industries of the co-operative business community. As the lead association, NCBA has decades expertise in evaluating the organizational structure, bylaws and policies of a business to determine whether it is operating as a true co-operative consistent with established co-operative principles. Because NCBA uses the co-operative principles to determine the eligibility of an organization for active membership within NCBA, NCBA is well positioned to apply these same eligibility criteria to the restricted TLD, as proposed in the "Description of Proposed TLD Policies."

• Serves as the lead non-profit, non-governmental educational institution providing support to both new and existing co-operatives on effective management and promotion of their businesses. NCBA prepares and distributes educational materials on co-operative management and operation and organizes several conferences and other educational events to promote and expand co-operative enterprises.

• Is the lead domestic co-operative development organization both in terms of fundraising, advocacy regarding new federal funding and support for co-operative development, and coordination of co-operative development centers across the nation. NCBA is affiliated with, promotes, and supports the Cooperative Development Foundation, the charitable foundation for the entire co-operative community, which provides funds for development of new domestic and international co-operatives. In 1999, CDF provided more than $1.5 million in grants to support housing, education, student, international co-operative development and other co-operative activities.

• Along with its membership, NCBA, is recognized as an international leader in co-operative development and promotion. NCBA operates 15 co-operative development programs in 13 countries, with an international development budget of $14 million annually. NCBA provides technical assistance and staff support but no funding assistance. NCBA's development program is designed to promote the independence and autonomy of community-based, co-operative organizations.

• Moreover, NCBA has established expertise and leadership in information technology serving the international co-operative community: (1) it was one of the first co-operative associations to establish a presence on the Internet; and, (2) it has aggressively promoted among its members and international affiliates the need for co-operatives to aggressively use the electronic marketplace to integrate their business operations and promote and sell their products and services. NCBA recently sponsored an educational conference on e-commerce for purchasing co-operatives.
  
• NCBA's members have been leaders in the international co-operative community in using e-commerce to grow their operations. For example, Recreational Equipment Inc, the largest consumer co-operative in the U.S. and a member of NCBA, has been nationally and internationally recognized for its expertise and success in the electronic marketplace. The business Co-opBuy, Inc., also an NCBA member, operates an Internet marketplace specifically designed to pool the buying power of co-operative businesses.
  
• Because NCBA has experience bringing together both domestic and international co-operatives in coalitions to support co-operative development and other policies, NCBA is uniquely position to reconcile domain-name disputes among co-operatives.

• Because co-operative enterprises form a unique, distinct and economically important sector of the international economy, they require a unique TLD. Because co-operatives do not seek to maximize profits like conventional businesses, the .com TLD is not appropriate. However, because co-ops are businesses that can generate surplus income (over costs and investment needs) that is later returned to their member-owners, the .org TLD is similarly inappropriate.

• Co-operatives are a potent economic force. In the U.S. alone, 48,000 co-operatives generate at least a conservative $500 billion in economic activity annually. Co-operatives must be able to distinguish themselves in the global electronic marketplace if they are to remain competitive and economically viable.

• In recent years, particularly in e-commerce, there has been an increase in the number of businesses that do not operate according to co-operative principles but identify themselves as co-operatives in the marketplace. These businesses are capitalizing on the consumer trust built by legitimate co-operatives over the last seven decades and over time, will damage the reputation of legitimate co-operatives.

• As a result, there is a need for a restricted TLD that can be used exclusively by co-operative businesses and organizations that operate according to recognized co-operative principles.

3. NCBA seeks this authority because the proposed TLD will open up a wide range of new Internet addresses which benefits both co-operatives and the Internet community at large.

• Because co-operative businesses operate in virtually industry of the global economy, the proposed restricted TLD .co-op creates the potential for as many new domain names as already exist for the .com TLD

• Unlike other sector-specific TLDs that may be proposed to ICANN (e.g., air, travel, bank, kids, etc), businesses from industries would be eligible for the .co-op TLD providing they meet the proposed criteria for registration within the TLD. Thus, the proposed TLD .co-op has more value, and is more beneficial to the Internet community than other TLD proposals.

NCBA will serve as the sponsor for the new restricted .co-op TLD and will set policies, in consultation with ICA and co-operative organizations in other countries, to govern the use of, and eligibility for the TLD. Poptel will serve as the registry operator and as the initial registrar during the start-up period.

The internationally recognized ICA principles for co-operatives that will be used for eligibility and registration embody the principles and values of the Internet: (1) decentralization; (2) empowerment; (3) trust; (4) consumer choice; and, (5) ensuring local control and identity while interacting globally. The .co-op TLD and the internet will thrive because of these values. To administer TLD policies in any fashion other than open, transparent and democratic would be a violation of our history, our traditions, our principles and our successes.

No

Poptel Limited

Registered Office: Rutherford House, Manchester Science Park

Manchester, England M15 6GG

Tel: +44 161 906 3800

Fax: +44 161 906 3801

London Office: 21-25 Bruges Place

London, England NW1 0TF

Tel: +44 20 7284 6900

Fax: +44 20 7284 6901

E-mail: info@poptel.net

URL: http://www.poptel.net

Since 1986, Poptel has been the UK’s leading co-operative Internet Services and Solutions Provider. With a commitment to social enterprise, Poptel has been on the forefront of the Internet revolution since the very beginning, maintaining clients mainly in the public, voluntary, ethical and membership sectors.

Poptel is a co-operative business majority-owned and controlled by its employees. They support a range of ethical initiatives that translate the mutual nature of Internet collaboration into equally co-operative new forms of social enterprise.

Please see Heads of Terms

Copy of Heads of Terms with Poptel is attached. Poptel will serve as the registry operator for the TLD .co-op.

Paul Hazen
Name (please print)

President and CEO
Title

National Cooperative Business Association
Name of Applicant Entity

October 2, 2000
Date