2000-07-16 - Bylaws on Membership

Whereas, the Board in Cairo adopted a set of resolutions substantially revising the structure and form of the At Large membership and election process, and directing the ICANN staff to prepare and post for public comment conforming amendments to Article II of the Bylaws;

Whereas, the staff's proposed Bylaws amendments were posted for over one month, and the subject of extensive comment at the 15 July public forum in Yokohama;

Whereas, the Board agrees that certain modifications to the staff's proposal are necessary to clarify the scope and purpose of the post-election study, and to assure the retention of nine At Large Directors on the Board during the entire period from the annual meeting in 2000 to the annual meeting in 2002; it is

Resolved [00.52], that the Board adopts the following amendments to the ICANN Bylaws:

1. The provisions of Article II of the Bylaws are repealed, and replaced with the following:Article II: Membership

Section 1. General

The Corporation shall not have members as defined in the California Nonprofit Public Benefit Corporation Law ("CNPBCL"), notwithstanding the use of the term "Member" in these bylaws, in a selection plan adopted by Board resolution, or in any other action of the Board. Instead, the Corporation shall allow individuals (described in these bylaws as "Members") to participate in the activities of the Corporation as described in this Article II and in a selection plan adopted by Board resolution, and only to the extent set forth in this Article II and in a selection plan adopted by Board resolution.

Section 2. Plan for Selection of Five "At Large" Directors in the Year 2000

Five persons shall be nominated and selected by no later than November 1, 2000, to become "At Large" Directors according to a selection plan adopted by the Board. They shall be seated at the conclusion of the Annual Meeting of the Corporation in 2000.

Section 3. Terms of "At Large" Directors

The five "At Large" Directors seated as described in Section 2 shall serve terms that expire at the conclusion of the Annual Meeting of the Corporation in 2002.

Section 4. Temporary Committees

There shall be two temporary committees to assist in implementing the selection plan mentioned in Section 2 of this Article. The first Committee, the Nominating Committee, shall consist of four Directors of the Corporation and three other individuals, one of whom shall be the current Chair of the Internet Architecture Board. It shall have the responsibility for nominating individuals for possible selection as "At Large" Directors. Notwithstanding anything to the contrary in Article III, Section 4, its choice of nominees shall not be subject to review or reconsideration by the Board. The second committee, the Election Committee, shall consist of three Directors of the Corporation and four other individuals, including at least one with significant expertise in monitoring elections to ensure compliance with election procedures. It shall have the responsibility of recommending to the Board procedures for carrying out and overseeing the selection of five "At Large" Directors under the selection plan. Each committee shall serve pursuant to a charter adopted by the Board, and will cease to exist as soon as it has carried out the functions identified in that charter. Each committee will establish its own rules and procedures, which must be consistent with its charter.

Section 5. Study of "At Large" Membership

Beginning immediately following the conclusion of the Annual Meeting of the Corporation in 2000, the Corporation shall initiate a comprehensive study of the concept, structure and processes relating to an "At Large" membership for the Corporation. The study shall be structured so as to allow and encourage the participation of organizations worldwide, and shall be a "clean sheet" study -- meaning that previous decisions and conclusions regarding an "At Large" membership will be informative but not determinative, and that the study will start with no preconceptions as to a preferred outcome. The study shall include, but not necessarily be limited to, the following issues, taking into account the limited technical and administrative responsibilities of ICANN:Whether the ICANN Board should include "At Large" Directors;

If so, how many such Directors there should be;

How any such "At Large" Directors should be selected, including consideration of at least the following options: selection by an "At Large" membership; appointment by the existing Board; selection or appointment by some other entity or entities; and any combination of those options;

If selection by an "At Large" membership is to be used, the processes and procedures by which that selection will take place; and

What the appropriate structure, role and functions of an "At Large" membership should be.
The Board shall establish, by the Annual Meeting in 2000, a process and structure for the study that will enable it to meet the following deadlines:a. The results of the study should be presented to the Board no later than the second quarterly meeting of the Corporation in 2001;

b. The Board shall review the study, and propose for public comment whatever actions it deems appropriate as a result of the study, on a schedule that would permit the Board to take final action on the study no later than the Annual Meeting of the Corporation in 2001; and

c. Any actions taken by the Board as a result of the study that require the selection of any "At Large" Directors should be implemented on a schedule that will allow any new "At Large" Directors to be seated no later than the conclusion of the Annual Meeting of the Corporation in 2002.
2. Article V of the Bylaws is amended as follows:

a. Section 1 is amended to delete the second sentence and replace it with the following language:"Five of the "At Large" members of the Initial Board, to be determined by the "At Large" members of the Initial Board, shall serve until the conclusion of the Annual Meeting of the Corporation in 2000. The remaining four "At Large" members of the Initial Board shall serve until the conclusion of the Annual Meeting of the Corporation in 2002."
b. Section 4(iv) is amended to read as follows:"(iv) Nine (9) "At Large" members of the Initial Board during their terms of office prescribed in Section 1 of this Article, and any successors; and"
c. Section 6 is amended to delete the words "and the At Large Council" from the second sentence.

d. Section 9(a) is amended to read as follows:"(a) "At Large" Directors shall be selected pursuant to the provisions of Article II of these Bylaws."
e. Section 9(c)(2). is amended to read as follows:"2. The term of "At Large" members of the Initial Board shall expire as stated in Section 1 of this Article;"
f. Section 9(c)(3). is amended to read as follows:"3. The term of the five At Large Directors seated pursuant to Article II, Section 2 of these Bylaws shall expire as stated in Article II, Section 3; and"
g. The last (unnumbered) paragraph of Section 9(c) is amended to read:"Each Director, including a Director selected to fill a vacancy or selected at a special meeting, shall hold office until expiration of the term for which selected and qualified and until a successor has been selected and qualified or until that Director resigns or is removed in accordance with these bylaws, provided that no "At Large" Director selected pursuant to Article II of these Bylaws shall continue to hold office after the expiration of his or her term even if a successor has not been selected and qualified. No Director may serve more than two (2) terms."
h. Section 11 is amended to delete the third sentence and, in the fifth sentence, the words "or At Large Council" and the words "or more than one At Large Director."

i. Section 12 is amended to delete the second and third sentences, and replace them with the following sentence:"Any vacancy occurring on the Board of Directors involving an "At Large" Director, whether from the Initial Board or seated under Article II, Section 2 of these Bylaws, shall be filled by a vote of the remaining Directors."
3. Article VII of the Bylaws is amended to add a subsection (c) to Section 1, to read as follows:"(c) The Board may establish such temporary committees as it sees fit, with duties and responsibilities as set forth in the resolutions or charters adopted by the Board in establishing such committees."
4. In Article IX, the second sentence is amended by deleting "or At Large Council".