ICANN
ICANN Bylaws (As Revised Through
August 12, 1999)
TABLE OF CONTENTS
ARTICLE I: OFFICES AND SEAL
ARTICLE II: MEMBERSHIP
ARTICLE III: TRANSPARENCY AND PROCEDURES
ARTICLE IV: POWERS
ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS
ARTICLE VI: SUPPORTING ORGANIZATIONS
ARTICLE VI-A: THE ADDRESS SUPPORTING
ORGANIZATION
ARTICLE VI-B: THE DOMAIN NAME SUPPORTING
ORGANIZATION
ARTICLE VI-C: THE PROTOCOL SUPPORTING
ORGANIZATION
ARTICLE VII: COMMITTEES
ARTICLE VIII: OFFICERS
ARTICLE IX: INDEMNIFICATION OF DIRECTORS, OFFICERS
EMPLOYEES AND OTHER AGENTS
ARTICLE X: GENERAL PROVISIONS
ARTICLE XI: FISCAL MATTERS
ARTICLE XII: AMENDMENTS
BYLAWS FOR INTERNET CORPORATION
FOR ASSIGNED NAMES AND NUMBERS
A California Nonprofit
Public Benefit Corporation
As Revised August 12, 1999
ARTICLE I: OFFICES AND SEAL
Section 1. OFFICES
The principal office for the transaction of the business of
this corporation (the "Corporation") will be in the
County of Los Angeles, State of California, United States of
America. The Corporation may also have an additional office or
offices within or outside the United States of America as the
Board of Directors (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.
ARTICLE II: MEMBERSHIP
[This Article is reserved for use when the Corporation has
members.]
ARTICLE III: TRANSPARENCY AND PROCEDURES
Section 1. GENERAL
The Corporation and its subordinate entities shall operate
to the maximum extent feasible in an open and transparent manner
and consistent with procedures designed to ensure fairness. In
addition to the specific procedures set forth in these Bylaws,
the Initial Board shall investigate the development of additional
transparency policies and transparency procedures designed to
provide information about, and enhance the ability of interested
persons to provide input to, the Board and Supporting Organizations.
Any such additional transparency policies and procedures shall
be widely publicized by the Board in draft form, both within
the Supporting Organizations and on a publicly-accessible Internet
World Wide Web site maintained by the Corporation (the "Web
Site"). Any such additional transparency policies and procedures
may be adopted only after a process for receiving and evaluating
comments and suggestions has been established by the Board, and
after due consideration of any comments or suggestions received
by the Board.
Section 2. ACCESS TO INFORMATION
All minutes of meetings of the Board, Supporting Organizations
(and any councils thereof) and Committees shall be approved promptly
by the originating body and, no later than twenty-one (21) days
after the meeting, shall be made publicly available on the Web
Site and otherwise; provided, however, that any minutes relating
to personnel or employment matters, legal matters (to the extent
the Board determines is 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 three-quarters (3/4)
vote of Directors voting, are not appropriate for public distribution
shall not be included in the minutes made publicly available.
For any matters that the Board determines not to disclose, the
Board shall describe in generic terms in the relevant minutes
the reason for such nondisclosure.
Section 3. NOTICE AND COMMENT PROVISIONS
(a) The Board shall post on the Web Site (i) periodically
a calendar of scheduled meetings for the upcoming year, and (ii)
in advance of each Board meeting, a notice of the fact and time
that such meeting will be held and, to the extent known, an agenda
for the meeting. If reasonably practicable, the Board shall post
notices of special meetings of the Board at least fourteen (14)
days prior to the meetings.
(b) With respect to any policies that are being considered
for adoption that substantially affect the operation of the Internet
or third parties, including the imposition of any fees or charges,
the Board will:
(i) provide public notice on the Web Site explaining what
policies are being considered for adoption and why;
(ii) provide a reasonable opportunity for parties to comment
on the adoption of the proposed policies, to see the comments
of others, and to reply to those comments; and
(iii) hold a public forum at which the proposed policy would
be discussed.
(c) After voting on any policy subject to Section 3(b) of
this Article, the Board will publish in the meeting minutes the
reasons for any action taken, the vote of each Director voting
on the action, and the separate statement of any Director desiring
publication of such a statement.
(d) As appropriate, the Corporation will facilitate the translation
of final published documents into various appropriate languages.
Section 4. RECONSIDERATION AND REVIEW
(a) Any person affected by an action of the Corporation may
request review or reconsideration of that 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.
(b) The Initial Board shall, following solicitation of input
from the Advisory Committee on Independent Review and other interested
parties and consideration of all such suggestions, adopt policies
and procedures for independent third-party review of Board actions
alleged by an affected party to have violated the Corporation's
articles of incorporation or bylaws.
ARTICLE IV: POWERS
Section 1. GENERAL POWERS
(a) Except as otherwise provided in the Articles of Incorporation
or these Bylaws (including Section 2(b) of Article VI which sets
forth responsibilities of Supporting Organizations), 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, other than the Initial Board (as defined in Article V,
Section 1 of these Bylaws), may act by a majority vote of Directors
present at the meeting, subject to the quorum requirements in
Section 17 of Article V. Unless otherwise provided herein or
by law, the Initial Board may act by a vote of two-thirds of
all members of the Board. 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."
(b) The Corporation shall not act as a Domain Name System
Registry or Registrar or Internet Protocol Address Registry in
competition with entities affected by the policies of the Corporation.
Nothing in this Section 1(b) is intended to prevent the Corporation
from taking whatever steps are necessary to protect the operational
stability of the Internet in the event of financial failure of
a Registry or Registrar or other emergency.
(c) The Corporation shall not apply its standards, policies,
procedures or practices inequitably or single out any particular
party for disparate treatment unless justified by substantial
and reasonable cause, such as the promotion of effective competition.
ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS
Section 1. INITIAL BOARD
The initial Board of Directors of the Corporation ("Initial
Board") shall consist of nine At Large members, the President
(when appointed) and those Directors that have been selected
in accordance with these bylaws by any Supporting Organization(s)
that exists under Section 3(a) of Article VI during the term
of any of such At Large members. The At Large members of
the Initial Board shall serve until September 30, 1999, unless
by a two-thirds (2/3) vote of all the members of the Board that
term is extended for some or all of the At Large members of the
Initial Board for an additional period, to expire no later than
September 30, 2000. The members of the Initial Board (other
than the At Large members) shall serve the terms specified in
Section 9(d) of this Article. No At Large member of the
Initial Board shall be eligible for additional service on the
Board until two years have elapsed following the end of his or
her term on the Initial Board.
Section 2. INITIAL BOARD MEMBERS SELECTED BY THE SUPPORTING
ORGANIZATIONS
As soon as feasible after formation of a Supporting Organization
pursuant to Section 3(a) of Article VI, the Supporting Organization
shall select three persons to be the Original Directors selected
by that Supporting Organization and shall designate which of
these persons shall serve each of the staggered terms for such
Original Directors specified in Section 9(d) of this Article.
The Supporting Organization shall notify the Board and Secretary
of the Corporation in writing of the selections and designations.
The selected persons shall take office fifteen days after the
notification is received by the Secretary.
Section 3. NUMBER OF DIRECTORS AND ELECTION OF CHAIRMAN
(a) The authorized number of Directors shall be no less than
nine (9) and no more than nineteen (19).
(b) The Board shall elect a Chairman from among the Directors,
not including the President.
Section 4. QUALIFICATION OF DIRECTORS AFTER THE INITIAL
BOARD
Each Board after the Initial Board shall be comprised as follows:
(i) Three (3) Directors selected by the Address Supporting
Organization, as defined in Article VI;
(ii) Three (3) Directors selected by the Domain Name Supporting
Organization, as defined in Article VI;
(iii) Three (3) Directors selected by the Protocol Supporting
Organization, as defined in Article VI;
(iv) Nine (9) At Large Directors, selected pursuant to a process
to be established by a majority vote of all the At Large
Board members of the Initial Board; and
(v) The person who shall be, from time to time, the President
of the Corporation.
Section 5. ADDITIONAL QUALIFICATIONS
Notwithstanding anything herein to the contrary, no official
of a national government or a multinational entity established
by treaty or other agreement between national governments may
serve as a Director. As used herein, the term "official"
means a person (a) who holds an elective governmental office
or (b) who is employed by such government or multinational entity
and whose primary function with such government or entity is
to develop or influence governmental or public policies.
Section 6. INTERNATIONAL REPRESENTATION
In order to ensure broad international representation on the
Board: (1) at least one citizen of a country located in each
of the geographic regions listed in this Section 6 shall serve
on the Board (other than the Initial Board) at all times; (2)
no more than one-half (1/2) of the total number of At Large Directors
serving at any given time shall be citizens of countries located
in any one Geographic Region, and (3) no more than one-half (1/2)
of the total number of Directors, in the aggregate, serving at
any given time pursuant to selection by the Supporting Organizations
shall be citizens of countries located in any one Geographic
Region. As used herein, each of the following shall be a "Geographic
Region": Europe; Asia/Australia/Pacific; Latin America/Caribbean
Islands; Africa; North America. The specific countries included
in each Geographic Region shall be determined by the Board, and
this Section shall be reviewed by the Board from time to time
(but at least every three years) to determine whether any change
is appropriate, taking account of the evolution of the Internet.
Section 7. CONFLICT OF INTEREST
The Board, through a committee designated for that purpose,
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. Each Director shall be responsible for disclosing
to the Corporation any matter that could reasonably be considered
to make such Director an "interested director" within
the meaning of Section 5233 of the California Nonprofit Public
Benefit Corporation Law ("CNPBCL"). In addition, each
Director shall disclose to the Corporation any relationship or
other factor that could reasonably be considered to cause the
Director to be considered to be an "interested person"
within the meaning of Section 5227 of the CNPBCL. The Board shall
adopt policies specifically addressing Director, Officer and
Supporting Organization conflicts of interest. 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 8. DUTIES OF DIRECTORS
Directors shall serve as individuals who have the duty to
act in what they reasonably believe are the best interests of
the Corporation and not as representatives of their Supporting
Organizations, employers or any other organizations or constituencies.
Section 9. ELECTION AND TERM
(a) At Large Directors (other than the Initial Directors)
shall be elected at each annual meeting of the Board to hold
office until the end of their terms pursuant to the procedures
described in this Section. If an annual meeting is not
held or the At Large Directors are not elected at the annual
meeting, they may be elected at any special meeting of the Board
held for that purpose. Each Director, including a member
of the Initial Board and a Director elected to fill a vacancy
or elected at a special meeting, shall hold office until expiration
of the term for which elected and until a successor has been
elected and qualified or until that Director resigns or is removed
in accordance with these Bylaws. Notwithstanding the foregoing,
each time a person is appointed as President of the Corporation,
the Board shall, at the time of such appointment, elect such
person to the Board to serve for as long as, but only as long
as, such person holds the office of President.
(b) Prior to October 1 of each year, each Supporting Organization
entitled to select a Director (other than an Original Director
section by the Supporting Organization under Section 2 of this
Article) shall (i) make its selection according to the procedures
specified by Article VI (including Articles VI-A, VI-B, and VI-C),
and (ii) give the Board and the Secretary of the Corporation
at least 30 days written notice of that selection. The
term of such a Director shall commence on the October 1 after
his or her selection.
(c) At Large Board members other than those serving on the
Initial Board shall be elected by a process to be determined
by a majority vote of all At Large members of the Initial Board,
following solicitation of input from the Advisory Committee on
Membership described in Section 3 of Article VII and other interested
parties and consideration of all such suggestions. At a minimum,
such a process shall consist of nominations from Internet users,
industry participants, and organizations, and should give consideration
to such nominees. Such process shall call for election of At
Large directors by one or more categories of members of the Corporation
admitted pursuant to qualifications established by majority vote
of the At Large members of the Initial Board.
(d) The regular term of office of a Director (other than (i)
the person holding the office of President, who shall serve for
as long as, and only for as long as, such person holds the office
of President, and (ii) a member of the Initial Board, who shall
serve for the period specified in these bylaws) shall be three
(3) years. No Director may serve for more than two (2) terms.
Notwithstanding the foregoing, the three Original Directors selected
by any Supporting Organization shall be selected for terms of
one (1) year, two (2) years, and three (3) years, respectively,
with each term considered to have begun on October 1, 1998 regardless
of when those Original Directors actually take office.
The terms of the first At Large Directors elected to replace
the At Large members of the Initial Board shall be as follows:
three such At Large Directors shall serve a term of one (1) year,
three such At Large Directors shall serve a term of two (2) years,
and three such At Large Directors shall serve a term of three
(3) years.
(e) Resources of the Corporation will not be expended in support
of any campaign of any nominee for the Board.
Section 10. RESIGNATION
Subject to Section 5226 of the CNPBCL, 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
of the Corporation) or by giving written notice thereof to the
President or the Secretary 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. The successor shall be elected or selected
pursuant to Section 12 of this Article.
Section 11. REMOVAL OF A DIRECTOR
Any Director may be removed following notice and a three-fourths
(3/4) majority vote of all members of the Board; provided, however,
that 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 three-fourths
(3/4) vote; and provided further, that each vote to remove a
Director shall be a separate vote on the sole question of the
removal of that particular Director. A Director selected by a
Supporting Organization can be recommended for removal by that
Supporting Organization through procedures adopted by that Supporting
Organization and ratified by the Board. Upon such recommendation
for removal, the Board shall vote to remove such Director. If
the Board seeks to remove more than one Director selected by
a Supporting Organization or more than one At Large Director
within a four-month period, the Board must show reasonable cause
for its action.
Section 12. VACANCIES
A vacancy or vacancies in the Board of Directors shall be
deemed to exist in the case of the death, resignation or removal
of any Director, if the authorized number of Directors is increased,
or 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 under Sections 5230 et seq. of the CNPBCL. Any vacancy
occurring on the Board of Directors involving an At Large Director
shall be filled at any meeting of the Board occurring after such
vacancy by a vote of the At Large Directors. Any vacancy
occurring on the Board of Directors involving a Director to be
selected by a Supporting Organization shall be filled by the
Supporting Organization selecting a Director according to the
procedures specified by Articlde VI (including Articles VI-A,
VI-B, and VI-C). A Director elected or selected to fill
a vacancy on the Board shall serve for the unexpired term of
his or her predecessor in office and until a successor has been
selected and qualified. The replacement need not hold the office,
if any, of the removed Director. 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 13. ANNUAL MEETING OF THE BOARD OF DIRECTORS
Annual meetings of the Board will be held for the purpose
of electing At Large Directors and Officers and for the transaction
of such other business as may come before the meeting.
The first annual meeting will be held the last week of September
1999 or on such other date as may be set by the Board.
Subsequent annual meetings shall be held as set by the Board
not less than ten (10) nor more than thirteen (13) 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, and
to the extent practicable, should be held in different locations
around the world on a regular basis. If the Board determines
that it is practical, the annual meeting should be distributed
in real-time and archived video and audio formats on the Internet.
Section 14. REGULAR MEETINGS
Regular meetings of the Board will be held on dates to be
determined by the Board. To the extent practicable, regular meetings
should be held in different locations around the world on a regular
basis. In the absence of other designation, regular meetings
will be held at the principal office of the Corporation.
Section 15. SPECIAL MEETINGS
Special meetings of the Board may be called by or at the request
of one-quarter (1/4) of the members of the Board or by the Chairman
of the Board or the President. A call for a special meeting will
be made by the Secretary of the Corporation. In the absence of
designation, special meetings will be held at the principal office
of the Corporation.
Section 16. NOTICE OF MEETINGS
Notice of 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 (air mail for addresses outside the
United States) 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 fourteen (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 forty-eight (48) hours before the
time of the holding of the meeting. Notwithstanding anything
in this Section 16 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 17. 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 twenty-four
(24) hours, notice shall be given to those Directors not at the
meeting at the time of the adjournment.
Section 18. ACTION BY TELEPHONE MEETING
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 19. 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 20. ELECTRONIC MAIL
If permitted under applicable law, communication by electronic
mail shall be considered equivalent to any communication otherwise
required to be in writing, except a written consent authorized
by Section 19 of this Article. The Corporation shall take such
steps as it deems appropriate under the circumstances to assure
itself that communications by electronic mail are authentic.
Section 21. 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 22. 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.
Section 23. PRESUMPTION OF ASSENT
A 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 24. RULES OF PROCEDURE
Unless waived by a majority vote at a meeting, the rules of
procedure at meetings of the Board and committees of the Board
and Supporting Organizations shall be rules contained in "Roberts'
Rules of Order on Parliamentary Procedure," newly revised,
so far as applicable and when not inconsistent with these Bylaws,
the Articles of Incorporation or any resolution of the Board.
ARTICLE VI: SUPPORTING ORGANIZATIONS
Section 1: DESCRIPTION
(a) There shall be advisory bodies known as Supporting Organizations.
The Supporting Organizations shall be those specified in Article
VI, Section 1(b), as it may be amended from time to time according
to Article XII.
(b) The Supporting Organizations shall be the following:
1. The Address Supporting Organization ("ASO");
2. The Domain Name Supporting Organization ("DNSO");
and
3. The Protocol Supporting Organization ("PSO").
Section 2: RESPONSIBILITIES AND POWERS
(a) Each Supporting Organization shall select Directors
to those seats on the Board designated, pursuant to Section 4
of Article V, to be filled by that Supporting Organization.
The selection of Directors by each Supporting Organization shall
comply with all applicable geographic diversity provisions of
these Bylaws.
(b) The Supporting Organizations shall serve as advisory
bodies to the Board, with the primary responsibility for developing
and recommending substantive policies regarding those matters
falling within their specific responsibilities, as described
in this Article VI (including VI-A, VI-B and VI-C).
(c) The Board shall refer proposals for substantive
policies not received from a Supporting Organization to the Supporting
Organization, if any, with primary responsibility for the area
to which the proposal relates for initial consideration and recommendation
to the Board.
(d) Any recommendation forwarded to the Board by a Supporting
Organization shall be transmitted to all other Supporting Organizations
so that each Supporting Organization may comment to the Board
regarding the implications of such a recommendation on activities
within their individual scope of primary responsibility.
(e) Subject to the provisions of Article III, Section
3, the Board shall accept the recommendations of a Supporting
Organization if the Board finds that the recommended policy (1)
furthers the purposes of, and is in the best interest of, the
Corporation; (2) is consistent with the Articles and Bylaws;
(3) was arrived at through fair and open processes (including
participation by representatives of other Supporting Organizations
if requested); and (4) is not reasonably opposed by any other
Supporting Organization. No recommendation of a Supporting
Organization shall be adopted unless the votes in favor of adoption
would be sufficient for adoption by the Board without taking
account of either the Directors selected by the Supporting Organization
or their votes.
(f) If the Board declines to accept any recommendation
of a Supporting Organization, it shall return the recommendation
to the Supporting Organization for further consideration, along
with a statement of the reasons it declines to accept the recommendation.
If, after reasonable efforts, the Board does not receive a recommendation
from the Supporting Organization that it finds meets the standards
of Section 2(e) of this Article VI or, after attempting to mediate
any disputes or disagreements between Supporting Organizations,
receives conflicting recommendations from Supporting Organizations,
and the Board finds there is a justification for prompt action,
the Board may initiate, amend or modify and then approve a specific
policy recommendation.
(g) Nothing in this Section 2 is intended to limit the
powers of the Board or the Corporation to act on matters not
within the scope of primary responsibility of a Supporting Organization
or to take actions that the Board finds are necessary or appropriate
to further the purposes of the Corporation.
Section 3: SUPPORTING ORGANIZATION FORMATION
(a) The initial Supporting Organizations contemplated
by Section 1(b) of this Article VI shall be formed through community
consensus, as reflected in applications or similar proposals
to create an initial Supporting Organization. Provision
for specific supporting organizations shall be set forth in Articles
added after this Article VI and before Article VII by Bylaw amendments
that shall, in the Board's judgment, (1) be consistent with these
Bylaws; (2) ensure that the full range of views of all interested
parties will be fairly and adequately reflected in the decisions
of the Supporting Organization; and (3) serve the purposes of
the Corporation. Upon the adoption of such Bylaw amendments,
the Supporting Organization shall be deemed to exist for purposes
of these Bylaws. Once accepted by the Board through the
amendment of these Bylaws and the failure of the Board to disapprove
any subsequent decisions by the Supporting Organizations or their
constituent bodies, the procedures of the Supporting Organizations
shall prevail in the case of any inconsistency with any other
provisions of these Bylaws.
(b) The Board may amend the Bylaws to create additional
Supporting Organizations if it determines, by a two-thirds (2/3)
vote of all members of the Board, that it would serve the purposes
of the Corporation. In the event of a staff recommendation
that an additional Supporting Organization should be created,
the Board will post the staff recommendation on the Web Site,
including a detailed explanation of why such action is necessary
or desirable, set a reasonable time for the receipt of public
comments, and not make a final decision to seek the consensus
development of such additional Supporting Organization until
it has taken into account all such comments.
ARTICLE VI-A: THE ADDRESS SUPPORTING
ORGANIZATION
[Reserved.]
ARTICLE VI-B: THE DOMAIN NAME
SUPPORTING ORGANIZATION
Section 1: DESCRIPTION
(a) The DNSO shall advise the Board with respect to
policy issues relating to the Domain Name System.
(b) The DNSO shall consist of (i) a Names Council ("NC"),
consisting of representatives of constituencies as described
in Section 3 of this Article VI-B ("Constituencies")
elected by those Constituencies and (ii) a General Assembly ("GA"),
consisting of all interested individuals and entities.
Section 2: THE NAMES COUNCIL
(a) The NC shall consist of representatives, selected
in accordance with Section 3(c) of this Article, from each Constituency
recognized by the Board pursuant to the criteria set forth in
Section 3 of this Article.
(b) The NC is responsible for the management of the
consensus building process of the DNSO. It shall adopt
such procedures and policies as it sees fit to carry out that
responsibility, including the designation of such research or
drafting committees, working groups and other bodies of the GA
as it determines are appropriate to carry out the substantive
work of the DNSO. Such bodies shall include at least one
representative nominated by each recognized Constituency, and
shall provide appropriate means, as determined by the NC, for
input and such participation as is practicable under the circumstances
by other interested parties. Any reports or recommendations
presented to the NC by such bodies shall be posted on a web site
accessible by the public for public review and comment; absent
clear justification, which shall be publicly stated at the time
of any action, the NC shall not act on any report or recommendation
until a reasonable time for public comment has passed and the
NC has reviewed and evaluated all public comments received. The
NC is responsible for ensuring that all responsible views have
been heard and considered prior to a decision by the NC.
(c) Constituencies or GA participants may propose that
the NC consider domain name policies or recommendations.
If the NC undertakes consideration of a domain name topic, or
if a Constituency so requests, the NC shall designate one or
more research or drafting committees, or working groups of the
GA, as appropriate to evaluate the topic, and shall set a time
frame for the report of such committee or working group.
Following the receipt of a report or recommendation from such
a body, the NC may accept the report or recommendation for submission
to the Constituencies for comment and consultation, or return
the report or recommendation to the body from which it originated
for further work. After the report or recommendation is
submitted to the Constituencies and the comment period for the
Constituencies has expired, the NC shall evaluate the comments
to determine whether there is a basis for a consensus recommendation
to the Board.
(d) If two-thirds (2/3) of the members of the NC determine
that the DNSO process has produced a community consensus, that
consensus position shall be forwarded to the Board as a consensus
recommendation, along with all materials or other information
that could reasonably be relevant to the Board's review of that
determination, including (but not limited to) the dissenting
statement(s) of any member(s) of the NC. If more than one-half
(1/2) but less than two-thirds (2/3) of the members of the NC
determine that the DNSO process has produced a community consensus,
that position may be forwarded to the Board as a NC recommendation,
along with statements of majority and minority views, and any
separate or dissenting statement(s) of any member(s) of the NC.
Any proposed recommendation that is not supported by an affirmative
vote of one-half (1/2) of the members of the NC may be returned
to the body from which it originated, or may be assigned to a
new body, for further work. In such a case, the NC
may report to the board the lack of a consensus and the steps,
if any, it plans to take from this point forward with respect
to this particular recommendation. The NC is responsible
for ensuring that the Board is informed of any significant implementation
or operational concerns expressed by any responsible party.
(e) The NC shall forward to the Board, from among those
persons nominated by the GA, its selection(s) for the Director(s)
to fill any open Board position(s) reserved for the DNSO.
Any such selection(s) must have the affirmative votes of at least
one-half (1/2) of all the members of the NC.
(f) Unless shortened by the Board in its recognition
of a Constituency, the term of office for each member of the
NC shall be two years.
(g) No more than one officer, director or employee of
a corporation or other organization (including its subsidiaries
and affiliates) shall serve on the NC at any given time.
Service as a member of the NC shall not disqualify a person from
being selected by the DNSO as one of the Directors of the Corporation
it is entitled to select.
(h) Meetings of the NC may be held in person, via videoconference
or teleconference, at the discretion of the NC, so long as all
members of the NC participating can speak to and hear one another.
A majority of the total number of NC members then in office shall
constitute a quorum for the transaction of business, and the
act of a majority of the NC members present at any meeting at
which there is a quorum shall be the act of the NC, unless otherwise
provided herein. Advance notice of such meetings shall
be posted on a web site that is available for public access and,
if reasonably practicable, at least 14 days in advance of the
meeting. Except where determined by a majority vote of members
of the NC present that a closed session is appropriate, meetings
shall be open to physical or electronic attendance by all interested
persons. The NC shall post minutes of its meetings to a
web site that is available for public access as soon as practicable
following the meeting, and no later than 21 days following the
meeting.
(i) The NC shall elect the Chairman of the GA annually.
(j) The NC shall establish, subject to review and approval
by the Board, an appropriate mechanism for review of grievances
and/or reconsideration.
(k) [Reserved for conflicts of interest policy, if necessary.]]
(l) Administrative and operational costs of the DNSO shall
be funded by DNSO participants in a manner to be determined by
the NC, consistent with Section 4(c) below.
Section 3: THE CONSTITUENCIES
(a) Each Constituency shall self-organize, and shall
determine its own criteria for participation, except that no
individual or entity shall be excluded from participation in
a Constituency merely because of participation in another Constituency,
and constituencies shall operate to the maximum extent feasible
in an open and transparent manner and consistent with procedures
designed to ensure fairness. The Board shall recognize
a Constituency (including the initial Constituencies described
in (b) below) by a majority vote, whereby the Constituency shall
be deemed to exist for purposes of these Bylaws.
(b) The initial Consituencies shall consist of (in alphabetical
order):
1. ccTLD registries;
2. commercial and business entities;
3. gTLD registries;
4. ISP and connectivity providers;
5. non-commercial domain name holders;
6. registrars; and
7. trademark, other intellectual property and anti-counterfeiting
interests.
(c) Each Constituency shall select up to three individuals
to represent that Constituency on the NC, no two of whom may
be citizens of the same Geographic Region, as defined in Article
V, Section 6, except that, with the consent of the Board, this
latter requirement may be suspended for the term of a particular
individual upon a showing that it is impracticable for the Constituency
to obtain such geographic diversity. Any such waiver shall be
granted only upon a commitment by the constituency to a substantive
plan to diversify its membership, thereby minimizing the likelihood
of the need for future waivers from the Board. Notwithstanding
the foregoing, no Constituency may have more representatives
on the NC than there are members of the Constituency.
(d) Any group of individuals or entities may petition the
Board for recognition as a new or separate Constituency.
Any such petition will be posted for public comment pursuant
to Article III, Section 3. The Board may create new Constituencies
in response to such a petition, or on its own motion, if it determines
that such action would serve the purposes of the Corporation.
In the event the Board is considering acting on its own motion
it shall post a detailed explanation of why such action is necessary
or desirable, set a reasonable time for public comment, and not
make a final decision on whether to create such new Constituency
until after reviewing all comments received. Whenever the
Board posts a petition or recommendation for a new Constituency
for public comment, it will notify the names council and will
consider any response to that notification prior to taking action.
Section 4: THE GENERAL ASSEMBLY
(a) The GA shall be an open forum for participation
in the work of the DNSO, and open to all who are willing to contribute
effort to the work of the DNSO. The participants in the
GA should be individuals who have a knowledge of and an interest
in issues pertaining to the areas for which the DNSO has primary
responsibility, and who are willing to contribute time, effort
and expertise to the work of the DNSO, including work item proposal
and development, discussion of work items, draft document preparation,
and participation in research and drafting committees and working
groups.
(b) The GA shall meet at least once a year, if possible
in conjunction with regularly scheduled meetings of the Board.
To the maximum extent practicable, all meetings should be available
for online attendance as well as physical attendance.
(c) The costs of GA meetings shall be the responsibility
of the DNSO, which may levy an equitable, cost-based fee on GA
attendees to recoup those costs. There shall be no other
fees required to participate in the GA.
(d) The GA shall nominate, pursuant to procedures adopted
by the NC and approved by the Board, persons to serve on the
Board in those seats reserved for the DNSO.
ARTICLE VI-C: THE PROTOCOL SUPPORTING
ORGANIZATION
[Reserved.]
ARTICLE VII: COMMITTEES
Section 1. COMMITTEES GENERALLY
(a) The Board may establish one or more committees in addition
to those set forth in Section 3 of this Article VII. Committees
are of two kinds: those having legal authority to act for the
Corporation, known as Committees of the Board, and those that
do not have that authority, known as Advisory Committees. Except
where otherwise stated in these Bylaws, committee members shall
be appointed by the Board. Committee members may be removed from
a committee at any time by a two-thirds (2/3) majority vote of
all members of the Board; provided, however, that if a Director
or Directors are the subject of the removal action, such Director
or Directors shall not be entitled to vote on such an action
or be counted as a member of the Board when calculating the required
two-thirds (2/3) vote; and, provided further, however, that in
no event shall a Director be removed from a committee unless
such removal is approved by not less than a majority of all members
of the Board. The Board may delegate to Committees of the Board
all legal authority of the Board except with respect to:
(i) The filling of vacancies on the Board or on any committee;
(ii) The amendment or repeal of Bylaws or the Articles of
Incorporation or the adoption of new Bylaws or Articles of Incorporation;
(iii) The amendment or repeal of any resolution of the Board
which by its express terms is not so amendable or repealable;
(iv) The appointment of committees of the Board or the members
thereof;
(v) The approval of any self-dealing transaction, as such
transactions are defined in Section 5233(a) of the CNPBCL;
(vi) The approval of the annual budget required by Section
4 of Article XI; or
(vii) The compensation of any officer described in Sections
4 through 7 of Article VIII.
(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. Unless these Bylaws, the Board or such committee
shall otherwise provide, the regular and special meetings shall
be governed by the provisions of Article V applicable to meetings
and actions of the Board. 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.
Section 2. COMMITTEES OF THE BOARD
Only Directors may be appointed to a Committee of the Board.
If a person appointed to a Committee of the Board ceases to be
a Director, such person shall also cease to be a member of any
Committee of the Board. Each Committee of the Board shall consist
of two or more Directors. The Board may designate one or more
Directors as alternate members of any such committee, who may
replace any absent member at any meeting of the committee. The
Board may terminate any Committee of the Board.
Section 3. ADVISORY COMMITTEES
The Board may create one or more Advisory Committees in addition
to those set forth in the next paragraph. Advisory Committee
membership may consist of Directors only, Directors and nondirectors,
or nondirectors only, and may also include nonvoting members
and alternate members. Advisory Committees shall have no legal
authority to act for the Corporation, but shall report their
findings and recommendations to the Board.
There shall be at least the following Advisory Committees:
(a) There shall be a Governmental Advisory Committee. The
initial chairman of the Governmental Advisory Committee shall
be appointed by the Board and shall hold that position until
the election of his or her successor; subsequent chairs shall
be electe by the members of the Governmental Advisory Committee
pursuant to procedures adopted by such members. Membership of
the Governmental Advisory Committee shall be open to all national
governments. Membership shall also be open to Distinct Economies
as recognized in international fora, and multinational governmental
organizations and treaty organizations, on the invitation of
the Governmental Advisory Committee through its Chair, or on
invitation of the ICANN Board. Members of the Governmental Advisory
Committee shall appoint one accredited representative to the
Committee. The accredited representative of a Member must hold
a formal official position with the Member's public administration.
The term "official" includes a holder of an elected
governmental office, or a person who is employed by such government,
public authority or multinational governmental or treaty organization
and whose primary function with such government, public authority
or organization is to develop or influence governmental or public
policies. The Governmental Advisory Committee should consider
and provide advice on the activities of the Corporation as they
relate to concerns of governments, particularly matters where
there may be an interaction between the Corporation's policies
and various laws, and international agreements. The Board will
notify the chairman of the Governmental Advisory Committee of
any proposal for which it seeks comments under Article III, Section
3(b) and will consider any response to that notification prior
to taking action.
(b) There shall be a DNS Root Server System Advisory Committee.
The initial chairman of the DNS Root Server System Advisory Committee
shall be appointed by the Board; subsequent chairs shall be elected
by the members of the DNS Root Server System Advisory Committee
pursuant to procedures adopted by the members. The responsibility
of the Root Server System Advisory Committee shall be to advise
the Board about the operation of the root name servers of the
domain name system. The Root Server System Advisory Committee
should consider and provide advice on the operational requirements
of root name servers, including host hardware capacities, operating
systems and name server software versions, network connectivity
and physical environment. The Root Server System Advisory Committee
should examine and advise on the security aspects of the root
name server system. Further, the Root Server System Advisory
Committee should review the number, location, and distribution
of root name servers considering the total system performance,
robustness, and reliability.
(c) Until such time as the process for the election of At
Large directors shall have been approved as contemplated by Section
9(c) of Article V, there shall be an Advisory Committee on Membership.
The members of the Advisory Committee on Membership shall consist
of certain Directors selected by the Board as well as other persons
appointed by the Board. The chairman of the Advisory Committee
on Membership shall be appointed by the Board and shall be a
Director. The responsibility of the Advisory Committee on Membership
shall be to advise the Board on the creation of the membership
structure called for in Section 9(c) of Article V.
(d) Until such time as the Board adopts procedures for independent
review as contemplated by Article III, Section 4, there shall
be an Advisory Committee on Independent Review. The members of
the Advisory Committee on Independent Review shall consist of
certain Directors selected by the Board as well as other persons
appointed by the Board. The chairman of the Advisory Committee
on Independent Review shall be appointed by the Board and shall
be a Director. The responsibility of the Advisory Committee on
Independent Review shall be to advise the Board on the creation
of the independent review process called for in Section 4 of
Article III.
Section 4. TERM OF OFFICE
The chairman and each member of a committee shall serve until
his or her successor is appointed, or until such committee is
sooner terminated, or until he or she is removed, resigns, or
otherwise ceases to qualify as a member of the committee.
Section 5. QUORUM; MEETINGS
A majority of the members of the committee shall constitute
a quorum at any meeting of that committee. Each committee shall
meet as often as is necessary to perform its duties.
Section 6. VACANCIES
Vacancies on any committee shall be filled in the same manner
as provided in the case of original appointments.
Section 7. COMPENSATION
Committee members shall receive no compensation for their
services as a member of a committee. The Board may, however,
authorize the reimbursement of actual and necessary expenses
incurred by committee members, including Directors, performing
their duties as committee members.
ARTICLE VIII: OFFICERS
Section 1. OFFICERS
The officers of the Corporation will be a President (who will
serve as Chief Executive Officer), a Secretary, a Treasurer/Chief
Financial Officer, and a Chief Technical Officer. The Corporation
may also have, at the discretion of the Board, any additional
officers that it deems appropriate. Any person, other than the
President, may hold more than one office, except that no member
of the Board (other than the President) shall simultaneously
serve as an officer of the Corporation.
Section 2. ELECTION OF OFFICERS
The officers of the Corporation will be elected annually by
the Board, pursuant to the recommendation of the President. 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. REMOVAL OF OFFICERS
Any Officer may be removed, either with or without cause,
by a two-thirds (2/3) majority vote of all the members of the
Board. 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.
Section 4. PRESIDENT
The President will be the Chief Executive Officer (CEO) of
the Corporation in charge of all of its activities and business.
All other officers and staff shall report to the President or
his or her delegate. The President shall serve as a member of
the Board, and shall be entitled to attend any meeting of any
committee. The President shall report annually to the Board on
the current state of the Corporation and plans for the future.
The President 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 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, and in general perform
all duties as from time to time may be prescribed by the President
or the Board.
Section 6. TREASURER/CHIEF FINANCIAL OFFICER
The Treasurer/Chief Financial Officer ("CFO") shall
be the chief financial officer of the Corporation. If required
by the Board, the CFO shall give a bond for the faithful discharge
of his or her duties in such form and with such surety or sureties
as the Board shall determine. The CFO shall have charge and custody
of all the funds of the Corporation and shall keep or cause to
be kept, in books belonging to the Corporation, full and accurate
amounts of all receipts and disbursements, and shall deposit
all money and other valuable effects in the name of the Corporation
in such depositories as may be designated for that purpose by
the Board. The CFO shall disburse the funds of the Corporation
as may be ordered by the Board or the President and, whenever
requested by them, shall deliver to the Board and the President
an account of all his or her transactions as CFO and of the financial
condition of the Corporation. The CFO shall be responsible for
the Corporation's financial planning and forecasting and shall
assist the President in the preparation of the Corporation's
annual budget. The CFO shall coordinate and oversee the Corporation's
funding, including any audits or other reviews of the Corporation
or its Supporting Organizations. The CFO shall be responsible
for all other matters relating to the financial operation of
the Corporation.
Section 7. CHIEF TECHNICAL OFFICER
The Chief Technical Officer shall advise the Board and the
President on engineering and other technical issues related to
the matters which they consider.
Section 8. ADDITIONAL OFFICERS
In addition to the officers described above, any additional
or assistant officers who are elected or appointed by the Board
shall perform such duties as will be assigned to them by the
President or the Board.
Section 9. COMPENSATION AND EXPENSES
The compensation of any Officer of the Corporation shall be
approved by the Board. Expenses incurred in connection with performance
of their officer duties may be reimbursed to Officers upon approval
of the President (in the case of Officers other than the President)
or the Board.
ARTICLE IX: INDEMNIFICATION OF DIRECTORS,
OFFICERS EMPLOYEES AND OTHER AGENTS
The Corporation shall, to maximum extent permitted by the
CNPBCL, 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; 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 X: GENERAL PROVISIONS
Section 1. 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 and
instruments may only be executed by the following Officers: President,
any Vice President, or the CFO. 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 2. 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 3. CHECKS
All checks, drafts 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 4. 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.
ARTICLE XI: FISCAL MATTERS
Section 1. ACCOUNTING
The fiscal year end of the Corporation shall be determined
by the Board.
Section 2. AUDIT
At the end of the fiscal year, the books of the Corporation
will be closed and audited by certified public accountants. The
appointment of the fiscal auditors will be the responsibility
of the Board.
Section 3. ANNUAL REPORT AND ANNUAL STATEMENT
The Corporation shall cause the annual report and the annual
statement of certain transactions as required by the CNPBCL to
be prepared and sent to each member of the Board and to such
other persons as the Board may designate, no later than one hundred
twenty (120) days after the close of the Corporation's fiscal
year.
Section 4. FISCAL CONTROLS
(a) Annual Budget. The President shall prepare and,
at least three (3) months 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 Web Site.
(b) Fees and Charges. The Board shall, subject to the
procedures set forth in Article III, Section 3, set fees and
charges for the services and benefits provided by the Corporation
to the Supporting Organizations and others, with the goal of
fully recovering the reasonable costs of the operation of the
Corporation and establishing reasonable reserves for future expenses
and contingencies reasonably related to the legitimate activities
of the Corporation. Such fees and charges shall be fair and equitable,
and once adopted shall be published on the Web Site in a sufficiently
detailed manner so as to be readily accessible.
(c) Annual Report. The Board shall publish, at least
annually, a report describing its activities, including an audited
financial statement and a description of any payments made by
the Corporation to Directors (including reimbursements of expenses).
ARTICLE XII: AMENDMENTS
Except as otherwise provided in the Articles of Incorporation,
the Articles of Incorporation or Bylaws of the Corporation may
be altered, amended, or repealed and new Bylaws adopted only
upon action by two-thirds (2/3) majority vote of all members
of the Board.
Please send comments on this web site
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Page Updated 5-June-99
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