BYLAWS OF DOTORG FOUNDATION ARTICLE I: NAME AND PURPOSES Section 1. NAME The name of the organization is DotOrg Foundation. Section 2. PURPOSE The Corporation is organized for charitable and educational purposes, including :
ARTICLE II: POWERS OF THE BOARD OF DIRECTORS Section 1. GENERAL Except as otherwise provided in the Articles of Incorporation or these Bylaws, the powers of the Corporation will be exercised, its property controlled and its business and affairs conducted by or under the direction of the Board. Unless otherwise provided herein or by law, the Board may act by majority vote of Directors present at any meeting at which a quorum is present. Any references herein to a vote of the Board shall mean the vote of only those members present at the meeting unless otherwise provided herein by reference to "all of the members of the Board." Section 2. TRANSPARENCY The Corporation shall exercise its powers and operate to the maximum extent feasible in an open and transparent manner and consistent with procedures designed to ensure fairness. The Corporation shall not apply its standards, policies, procedures or practices inequitably, nor shall it single out any particular party for disparate treatment unless justified by substantial and reasonable cause. ARTICLE III: BOARD OF DIRECTORS Section 1. COMPOSITION OF THE BOARD a. Number and Selection of Directors. The authorized number of Directors shall be no less than seven and no more than fifteen. One position shall be held by the Executive Director of the Corporation, who shall be a voting member of the Board of Directors. After an Advisory Council is established, the Advisory Council Chair, immediate past-Chair, and Chair-elect shall be voting members of the Board of Directors. Except for these four positions, Directors will be elected by the Board. b. Diversity. In addition to the individual qualifications
of Directors, the Board shall strive to have its composition reflect
the diversity of the dot-org registrant and registrar communities and
the technical and policy interests associated with the dot-org TLD.
The Board shall use its power of Director appointment and shall adopt
Director nomination procedures that accord fair and equitable representation
to the users of the domain registry and to providers of registry and
registration services. Not more than one Director shall serve on the
Board who is employed by, or has a primary affiliation with, the same
organization, whether for-profit or non-profit or government agency,
including subsidiaries and controlled entities. For purposes of this
provision, “primary affiliation” does not refer to individuals volunteering
in the governance or operation of another not for profit organization.
Section 2. TERM OF OFFICE a. Regular Term. The regular term of office of a Director shall be three years, except that the term of office as Director of the person holding the office of Executive Director shall be for as long as, and only for as long as, such person holds the office of Executive Director. The Advisory Council Chair shall serve while s/he is Chair-elect, Chair, and one year as Immediate Past Chair. At its first Annual meeting, the Initial Board shall divide its members into three groups with staggered terms. b. Length of Service. 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. Directors shall be eligible to serve consecutive terms without limitation. c.Taking Office. Terms of Directors shall expire on the date of the annual meeting of the Board. Terms shall expire, and the terms of new Directors shall commence, at the conclusion of that meeting. Section 3. CONFLICT OF INTEREST The Board shall require a statement from each Director not less frequently than once a year setting forth all business and other affiliations which relate in any way to the business and other affiliations of the Corporation. No Director shall vote on any matter in which he or she has a material and direct interest that will be affected by the outcome of the vote. Section 4. DUTIES OF DIRECTORS Directors shall serve as individuals who have a duty to act in what they reasonably believe are the best interests of the Corporation and not as representatives of their employers, or any other organizations or constituencies. Section 5. RESIGNATION Any Director may resign at any time, either by oral tender of resignation at any meeting of the Board (followed by prompt written notice to the Secretary or President of the Corporation) or by giving written notice thereof to the Secretary or President of the Corporation. Such resignation shall take effect at the time specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. A successor shall be selected pursuant to Section 7 of this Article. No resignation that reduces the number of Directors in office to less than three shall be effective. Section 6. REMOVAL OF A DIRECTOR Any Director may be removed by affirmative vote of a majority of all Directors in office, provided, however, that (i) the Director who is the subject of the removal action shall not be entitled to vote on such an action or be counted as a member of the Board when calculating the required majority vote; (ii) each vote to remove a Director shall be a separate vote on the sole question of the removal of that particular Director; and (iii) each Director subject to such a removal vote shall be given advance notice and an opportunity to address the Board. Section 7. VACANCIES A vacancy or vacancies in the Board of Directors shall be deemed to exist without further action by the Board (i) in the case of the death, resignation or removal of any Director, (ii) if the authorized number of Directors is increased, or (iii) if a Director has been declared of unsound mind by a final order of court or convicted of a felony or incarcerated for more than 90 days as a result of a criminal conviction or has been found by final order or judgment of any court to have breached a duty to the corporation. The Board may appoint a Director to fill such vacancy or may add it to the positions to be filled at the next annual election. No reduction of the authorized number of Directors shall have the effect of removing a Director prior to the expiration of the Director's term of office. Section 8. ANNUAL MEETING OF THE BOARD Annual meetings of the Board will be held for the purpose of electing Officers and for the transaction of such other business as may come before the meeting. The first annual meeting will be held on a date set by the Board, but no later than the end of November, 2002. Subsequent annual meetings shall be held as set by the Board not less than ten nor more than thirteen months after the annual meeting held the prior year. In the absence of designation, the annual meeting will be held at the principal office of the Corporation. The annual meeting will be open to the public, though the Board by a two thirds vote may at any time go into executive session. If the Board determines that it is practical, the annual meeting should be distributed in real-time and archived in video and audio formats on the Internet. Section 9. REGULAR MEETINGS Regular meetings of the Board will be held no less than four times per year on dates and in locations to be determined by the Board. For purposes of this provision, the annual meeting will be counted as a regular meeting of the Board. Section 10. SPECIAL MEETINGS Special meetings of the Board may be called by or at the request of one-fourth of the members of the Board or by the President or Executive Director. In the absence of designation, special meetings will be held at the principal office of the Corporation. Section 11. NOTICE OF MEETINGS Notice of date, time and place of all meetings will be delivered personally or by telephone or by electronic mail to each Director, or sent by first-class mail or facsimile, charges prepaid, addressed to each Director at the Director's address as it is shown on the records of the Corporation. In case the notice is mailed, it will be deposited in the United States mail at least 14 days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or facsimile or electronic mail it will be delivered personally or by telephone or facsimile or electronic mail at least 72 hours before the time of the holding of the meeting. Notwithstanding anything in this Section to the contrary, notice of a meeting need not be given to any Director who signed a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Section 12. QUORUM At all annual, regular and special meetings of the Board, a majority of the total number of Directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board, unless otherwise provided herein or by law. If a quorum shall not be present at any meeting of the Board, the Directors present thereat may adjourn the meeting from time to time to another place, time or date. If the meeting is adjourned for more than 24 hours, notice shall be given to those Directors not at the meeting at the time of the adjournment. Section 13. ACTION BY TELEPHONE MEETING OR BY OTHER COMMUNICATIONS EQUIPMENT Members of the Board or any Committee of the Board may participate in a meeting of the Board or Committee of the Board through use of conference telephone or similar communications equipment, provided that all Directors participating in such a meeting can speak to and hear one another. Participation in a meeting pursuant to this Section constitutes presence in person at such meeting. The Corporation shall be required to make available at the place of any meeting of the Board the telecommunications equipment necessary to permit members of the Board to participate by telephone. Section 14. ACTION WITHOUT MEETING Any action required or permitted to be taken by the Board or a Committee of the Board may be taken without a meeting if all of the Directors entitled to vote thereat shall individually or collectively consent in writing to such action. Such written consent shall have the same force and effect as the unanimous vote of such Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Section 15. ELECTRONIC MAIL If permitted under applicable law, communication by electronic mail shall be considered equivalent to any communication otherwise required to be in writing. The Corporation shall take such steps as it deems appropriate under the circumstances to assure itself that communications by electronic mail are authentic. Section 16. MINUTES The Secretary shall keep the minute book of the corporation and record
therein the significant events of Board meetings. Not later than five
days after each meeting, any resolutions adopted by the Board shall
be made publicly available on the Corporation's website; provided, however,
that any actions relating to personnel or employment matters, legal
matters (to the extent the Board determines its necessary or
appropriate to protect the interests of the Corporation), matters that
the Corporation is prohibited by law or contract from disclosing publicly
and other matters that the Board determines, by a two-thirds vote of
Directors voting, are not appropriate for public distribution shall
not be included in the public report. Section 17. RIGHTS OF INSPECTION Every Director shall have the right at any reasonable time to inspect and copy all books, records and documents of every kind, and to inspect the physical properties of the Corporation. The Corporation shall establish reasonable procedures to protect against the inappropriate disclosure of confidential information. Section 18. COMPENSATION The Directors shall receive no compensation for their services as Directors. The Board may, however, authorize the reimbursement of actual and necessary reasonable expenses incurred by Directors performing duties as Directors, and Board members who also serve as employees or consultants of the Corporation may be compensated for their services. No compensated Director, whether an employee or a consultant, shall participate in setting the level of his or her compensation, or the compensation of any other compensated Director. A description of any payments made by the Corporation to Directors, including reimbursements of expenses, will be included in the annual financial statements of the Corporation. Section 19. PRESUMPTION OF ASSENTA Director present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting, or unless such Director files a written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action. Section 20. OPEN AND TRANSPARENT POLICY PROCESS a.Notice and Comment. With respect to any policy that is being considered by the Board for adoption that would substantially affect the operation of the dot-org top level domain name registry, the Board will conduct an open and transparent policy process in which the following minimum steps will be taken:
b. Policy Decisions by the Board. No later than five days after a meeting at which the Board considers a new or revised dot-org policy, any resolutions adopted by the Board with respect to the policy matter shall be made publicly available on the corporation's website, along with such amplifying materials as the Board may wish to include. c. Reconsideration of Policy Decisions by the Board. Any holder of a dot-org registered name, including any individual or organization whose effort to obtain a dot-org registered name is in dispute, may request reconsideration of a policy decision that would substantially affect the operation of the dot-org top level domain name registry. In order to be considered, any such request must be received within thirty days of the date of action by the Board. The Board shall adopt policies and procedures governing such review or reconsideration, which may include threshold standards or other requirements to protect against frivolous or non-substantive use of the reconsideration process. The action of the Board on reconsideration requests shall be final and not subject to further appeal. The Board shall publicly post on the corporation's website all reconsideration requests, along with the Board's action on each request, when adopted. ARTICLE IV: ADVISORY COUNCIL Section 1. PURPOSE AND COMPOSITION No more than 60 days after the first annual meeting of the Board, the Board shall establish an Advisory Council to provide advice and counsel to the Board of Directors. The Council shall have no fewer than 10 nor more than 25 members (“Advisors”) who are representative of the dot-org community and who provide diverse expertise for the dot-org registry. Section 2. ELECTION / APPOINTMENT OF ADVISORS One member of the Advisory Council shall be selected by ICANN-accredited registrars participating in the dot-org registry, and no fewer than two nor more than five Advisors shall be selected by dot-org registrants. The selection process shall be conducted pursuant to procedures approved by the Board. The procedures for this selection process shall be adopted no later than 60 days after the first annual meeting of the Board, with Advisors to be selected as soon thereafter as the Board determines is reasonably practical. The remaining Advisors shall be appointed by the Board of Directors according to nominating and selection procedures adopted by the Board in order to ensure representation of the diversity of the dot-org community. Section 3. TERM OF OFFICE Advisors shall serve terms determined by the Board. Section 4. CHAIR OF ADVISORY COUNCIL The Advisory Council shall elect a Chair from among its members for a one-year, non-renewable term. The Chair, the immediate past-Chair, and the Chair-elect shall each serve as an ex officio voting member of the Board of Directors pursuant to Article I, Section 3 of these Bylaws. Section 5. COMMITTEES OF THE ADVISORY COUNCIL The Advisory Council shall be authorized to form from among its members Advisory Committees to focus on specific areas of concern to the Corporation. Each Advisory Committee shall also include one member of the Board of Directors selected by the Board. These Committees shall include, but are not limited to, an Outreach Committee to advise on outreach to the global .org community; a Technical Committee, to advise on registry and validation services; and a Legal and Policy Committee, to advise on registry policies, ICANN policies, and the Foundation’s charitable and educational activities. Each Committee of the Advisory Council shall select a Committee Chair. ARTICLE V: COMMITTEES Section 1. COMMITTEES GENERALLY a. The Board may establish Committees of the Board composed of at least two Directors. Committees of the Board shall have and exercise the authority of the Board of Directors as delegated in the resolution that establishes them, and shall consist only of Directors. b. The Board shall have the power to prescribe the manner in which proceedings of any committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Each committee shall keep regular minutes of its proceedings and shall report the same to the Board from time to time, as the Board may require.ARTICLE VI: OFFICERS Section 1. OFFICERS The Officers of the Corporation shall be a President, a Secretary, a Treasurer, an Executive Director, and other such officers as the Board may designate. Two or more offices may be held by the same person, except the offices of Secretary and President, and the person serving as Executive Director may not hold any other office. Section 2. ELECTION OF OFFICERS The officers of the Corporation other than the Executive Director will be elected annually by the Board. Each such officer shall hold his or her office until he or she resigns, is removed, is otherwise disqualified to serve, or his or her successor is elected. Section 3. VACANCIES, RESIGNATIONS, AND REMOVAL OF OFFICERS Should any vacancy occur in any office as a result of death, resignation, removal, disqualification or any other cause, the Board may delegate the powers and duties of such office to any Officer or to any Director until such time as a successor for the office has been elected. Resignations are effective upon receipt of the Secretary of a written notification, or receipt by the President or other officer if the Secretary is resigning. An officer may be removed by the Board at a meeting, or by action in writing pursuant to Article I, Section 14, whenever in the Board’s judgment the best interests of the Corporation will be served thereby. The removal of a person from corporate office will not terminate or otherwise affect any contractual relationship between that individual and the Corporation. Section 4. PRESIDENT The President will serve as chair of the Board, presiding over meetings of the Board, ensuring that resolutions of the Board are carried out, and acting as the primary representative of the Board to the public and to staff. Section 5. SECRETARY The Secretary shall keep or cause to be kept the minutes of the Board in one or more books provided for that purpose, will see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, shall keep or cause to be kept all official papers and records of the corporation, and in general perform all duties as from time to time may be prescribed by the Board. The Secretary will preside over meetings of the Board in the absence of the President. Section 6. TREASURER The Treasurer shall keep or cause to be kept, in books belonging to the Corporation, full and accurate amounts of all receipts and disbursements, and shall ensure that all money and other valuable effects received are deposited in the name of the Corporation in such depositories as may be designated for that purpose by the Board. Section 7. EXECUTIVE DIRECTOR The Executive Director will be the Chief Executive Officer (CEO) of the Corporation in charge of all of its activities and business, and shall serve as the primary representative of the Corporation to the public. All other staff shall report to the Executive Director or his or her delegate. The Executive Director shall serve as an ex officio voting member of the Board, and shall be entitled to attend any meeting of the Board or of any committee.At any time during a meeting of the Board, one fourth of the Directors then present may require that the Board go into executive session solely for the purpose of discussing the performance or compensation of the Executive Director; the Executive Director will not attend any such executive session unless invited by a majority vote of the Directors then in attendance. The Executive Director will be empowered to call special meetings of the Board as set forth herein, and shall discharge all other duties as may be required by these Bylaws and from time to time may be assigned by the Board. Section 8. COMPENSATION AND EXPENSES a. Expenses incurred in connection with performance of their duties will be reimbursed to Officers under procedures to be established by the Board. b.The Compensation of the Executive Director shall be set by the Board. ARTICLE VI: INDEMNIFICATION The Corporation shall, to maximum extent permitted by law, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the Corporation. For purposes of this Article, an "agent" of the Corporation includes any person who is or was a Director, Officer, employee or any other agent of the Corporation, including members of any Supporting Organization acting within the scope of his or her responsibility and on behalf of the best interests of the Corporation; or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise. The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not this Corporation would have the power to indemnify the agent against that liability under the provisions of this Article. ARTICLE VII: GENERAL PROVISIONS Section 1. OFFICES The principal office for the transaction of the business of the Corporation shall be in such place as the Board may from time to time establish. Section 2. SEAL The Board may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Section 3. CONTRACTS The Board may authorize any Officer or Officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. In the absence of a contrary Board authorization, contracts, leases, and instruments may only be executed by the Executive Director or the President. Unless authorized or ratified by the Board, no other Officer, agent or employee shall have any power or authority to bind the Corporation or to render it liable for any debts or obligations. Section 4. DEPOSITS All funds of the Corporation not otherwise employed will be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select. Section 5. CHECKS All checks, drafts, disbursements, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation will be signed by such Officer or Officers, agent or agents, of the Corporation and in such a manner as shall from time to time be determined by resolution of the Board. Section 6. LOANS No loans will be made by or to this Corporation and no evidences of indebtedness will be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances; provided, however, that no loans will be made by the Corporation to its Directors or Officers. Section 7. FISCAL YEAR The fiscal year end of the Corporation shall be determined by the Board. Section 8. AUDIT At the end of the fiscal year, the financial statements of the Corporation will be reviewed by certified public accountants and a report thereon provided to the Board.. The Board shall determine annually whether to conduct an external audit by certified public accountants. Section 9. ANNUAL REPORT The Board shall publish, at least annually, a report describing its activities, including financial statements. The Corporation shall cause the annual report to be prepared and sent to each member of the Board and posted on the Corporation's website no later than 120 days after the close of the Corporation's fiscal year. Section 10. ANNUAL BUDGET The Executive Director shall prepare and, at least 45 days prior to the commencement of each fiscal year, submit to the Board a proposed annual budget of the Corporation for the next fiscal year. The proposed budget shall identify anticipated revenue sources and levels and shall, to the extent practical, identify anticipated material expense items by line item. The Board shall adopt an annual budget and shall publish the adopted Budget on the website. ARTICLE VIII: AMENDMENTS Except as otherwise provided in the Articles of Incorporation or these Bylaws, the Articles of Incorporation or Bylaws of the Corporation may be altered, amended, or repealed and new Bylaws adopted only upon action by a three-fifths vote of all members of the Board. |