Wei Xian
----- Original Message -----
From: Sascha Ignjatovic <sascha@isoc.vienna.org>
To: discuss <discuss@dnso.org>
Sent: Tuesday, December 22, 1998 8:50 AM
Subject: SO note (fwd)
|
|
|---------- Forwarded message ----------
|Date: Mon, 21 Dec 1998 13:06:41 -0800 (PST)
|From: Internet Assigned Numbers Authority <iana@ISI.EDU>
|To: icann-announce@icann.org
|Cc: icann@icann.org
|Subject: SO note
|
|
| December 22, 1998
|
|
| Internet Corporation for Assigned Names and Numbers (ICANN)
|
| Information Concerning the Formation of ICANN Supporting Organizations
|
|
|1. Purpose
|
|The purpose of this note is to provide assistance to those members of the
|Internet community who are interested in forming ICANN Supporting
|Organizations. The information contained in this document reflects ICANN's
|views as of the date shown above, which are subject to change based on
|further deliberations of the Board and discussions with members of the
|community.
|
|2. Introduction
|
|The Board wishes to encourage the early formation of Supporting
|Organizations and the seating of additional Directors nominated by
|recognized SO's. The ICANN Bylaws provide for substantial delegation of
|policy responsibility to Supporting Organizations in the belief that
|putting policy development and recommendations organizationally closer to
|working professionals will produce a better result for the entire
|community. Details of the internal organization of SO's are best dealt
|with by the organizations themselves, so long as the basic requirements
|for recognition (see paragraph 10 below) are met and maintained.
|
|Proposers should especially note that there is no requirement for precise
|symmetry among Supporting Organizations. The ability of the various SO
|communities to accomplish their work most effectively may well result in
|organizational configurations which differ from each other.
|
|In addition to the substance of Supporting Organization proposals, the
|ICANN Board wishes to see explicit statements of support for the candidate
|SO included with applications for recognition. This will be extremely
|important in establishing whether consensus proposals having substantial
|breadth and depth of support have been received.
|
|The ICANN Board will meet next in open session in Singapore on March 3,
|1999. Details of this meeting may be found at www.icann.org. In order to
|be placed on the agenda of the ICANN Board at the Singapore meeting,
|applications for recognition of a Supporting Organization must be received
|by ICANN not later than midnight, U.S. West Coast time, Friday, February
|5, 1999. Applications are to be submitted in ascii text to msvh@icann.org
|and additionally must be posted on a widely accessible Web site in
|standard html format. Proposers are encouraged to post complete, or nearly
|complete, applications on a widely accessible Web site as far in advance
|of the submission deadline as possible. ICANN will provide links to these
|sites from its own Web site in order to ensure the maximum availability of
|this information to the community at large. ICANN will establish specific
|comment mechanisms on its Web site for all SO applications for
|recognition.
|
|The next opportunity for consideration of applications for SO recognition
|not received in time for the March meeting will be in May, 1999. An agenda
|deadline for the May meeting will be announced at a later date.
|Applications received after February 5, 1999, may be noticed for action at
|a special meeting held before the May meeting, if such a meeting is
|subsequently scheduled and the application is ripe for action at that
|time.
|
|3. Background
|
|The United States Government, in its Statement of Policy issued June 5,
|1998, generally known as the "White Paper", proposed the formation of a
|private, non-profit corporation to administer policy for the Internet Name
|and Address System. Subsequently, in a Memorandum of Understanding
|executed on November 25, 1998, the government recognized ICANN as the
|corporation designated to undertake these responsibilities. [Text of
|these documents may be viewed at www.ntia.doc.gov.]
|
|With respect to governance of the new corporation, the White Paper stated,
|"The new corporation could rely on separate, diverse and robust name and
|number councils responsible for developing, reviewing, and recommending
|for the board's approval policy related to matters within each council's
|competence. Such councils, if developed, should also abide by rules and
|decision-making processes that are sound, transparent, protect against
|capture by a self-interested party and provide an open process for the
|presentation of petitions for consideration. The elected Board of
|Directors, however, should have final authority to approve or reject
|policies recommended by the councils."
|
|This guidance, with the further benefit of community discussion and debate
|during the summer of 1998, resulted in the support organization structure
|which is contained in Article VI of the ICANN Bylaws, the complete text of
|which may be found at www.icann.org.
|
|4. ICANN Supporting Organizations
|
|The Bylaws currently provide for three Supporting Organizations, although
|more are allowed if found to be needed in the future. The general scope
|of the three SO's is set forth in section 3 (a) of Article VI as follows:
|
|"(i) The Address Supporting Organization shall be composed of
|representatives from regional Internet address registries and others with
|legitimate interests in these issues, as determined by the Address
|Supporting Organization consistent with Section 2 of this Article and
|approved by the Board. The Address Supporting Organization shall create
|an Address Council to make recommendations to the Board regarding the
|operation, assignment and management of Internet addresses and other
|related subjects;
|
|(ii) The Domain Name Supporting Organization shall be composed of
|representatives from name registries and registrars of top-level domains
|("TLDs"), businesses and any other entities that are users of the Internet
|and others with legitimate interests in these issues, as determined by the
|Domain Name Supporting Organization consistent with Section 2 of this
|Article and approved by the Board. The Domain Name Supporting
|Organization shall create a Names Council to make recommendations
|regarding TLDs, including operation, assignment and management of the
|domain name system and other related subjects; and
|
|(iii) The Protocol Supporting Organization shall be composed of
|representatives from Internet protocol organizations and others with
|legitimate interests in these issues, as determined by the Protocol
|Supporting Organization consistent with Section 2 of this Article and
|approved by the Board. The Protocol Supporting Organization shall create
|a Protocol Council to make recommendations regarding the operation,
|assignment and management of protocol parameters, such as port numbers,
|enterprise numbers, other technical parameters and related subjects."
|
|5. ICANN Directors Selected by Supporting Organizations
|
|Each Supporting Organization will be represented on the ICANN Board by
|three Directors. Article V, section 2 of the Bylaws states:
|
|"Immediately upon the recognition of a Supporting Organization by the
|Board pursuant to Section 3(b) of Article VI, the Board shall request that
|such Supporting Organization nominate three persons to be directors. Upon
|receipt of such nominations, the Board shall elect such persons as members
|of the Initial Board."
|
|With respect to the first election of Support Organization Directors,
|Article V, section 9(d) states:
|
|"the three original Directors nominated by any Supporting Organization
|shall be elected 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."
|
|6. Powers and Responsibilities of Supporting Organizations
|
|The Supporting Organizations will be the primary source of substantive
|policy recommendations for matters lying within their individual charters
|as described in paragraph 4 above. More specifically, Article VI, section
|1 states:
|
|"(a) The Supporting Organizations shall serve as advisory bodies to
|the Board and shall have such powers and duties as may be prescribed by
|the Board and these Bylaws. The Board may add additional Supporting
|Organizations by a two-thirds (2/3) majority vote of all members of the
|Board and in such event shall, by such two-thirds (2/3) vote, reallocate
|the positions on the Board set forth in Section 4 of Article V. A
|Supporting Organization may not have obligations to any other entity
|inconsistent with its duties to the Corporation.
|
|(b) Each Supporting Organization shall be responsible for nominating
|Directors for election to those seats on the Board designated to be
|filled by each Supporting Organization.
|
|c) The Supporting Organizations shall be delegated the primary
|responsibility for developing and recommending substantive policies and
|procedures regarding those matters within their individual scope (as
|defined by the Board in its recognition of each such Supporting
|Organization). Recommendations of Supporting Organizations shall be
|adopted as policies and procedures of the Corporation only upon action of
|the Board as provided in this Section 1.
|
|(d) The Board shall refer proposals for policies and procedures not
|received from a Supporting Organization to the Supporting Organization(s)
|with primary responsibility over the matter to which the proposal relates
|for initial consideration and recommendation to the Board.
|
|(e) Any recommendation forwarded to the Board by a Supporting
|Organization shall be simultaneously 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.
|
|(f) 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 action, policy or procedure (1) furthers the purposes
|of, and is in the best interest of, the Corporation, (2) complies with the
|Articles and Bylaws, (3) was arrived at through fair and open processes
|(including permitting participation by representatives of other Supporting
|Organizations if requested), and (4) is not reasonably opposed by any of
|the other Supporting Organizations. 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 nominated for election by that Supporting Organization or
|their votes.
|
|(g) If the Board declines to accept any such recommendation of a
|Supporting Organization, it shall return the recommendation to the
|Supporting Organization for further consideration, along with an
|explanation of the reasons it declines to accept the recommendation. If,
|after reasonable efforts, the Board does not receive a recommendation from
|a Supporting Organization that meets the foregoing standards or, after
|attempting to mediate any disputes or disagreements between Supporting
|Organizations, receives conflicting recommendations from Supporting
|Organizations, and the Board finds that there is a justification for
|prompt action, the Board may initiate, amend or modify and then approve a
|specific action, policy or procedure.
|
|(h) Nothing in this Section 1 is intended to limit the general powers of
|the Board or the Corporation to act on matters not within the scope of a
|Supporting Organization or that the Board finds are necessary or
|appropriate to further the purposes of the Corporation."
|
|7. Membership in Supporting Organizations
|
|Participation in Supporting Organizations must be open to any individual
|or organization that meets reasonable minimum qualifications proposed by
|the SO and ratified by the ICANN Board. Article VI, section 2 states, in
|part:
|
|"Participation in a Supporting Organization shall be open to any
|individual or organization that meets the minimum qualifications adopted
|by the Supporting Organization and ratified by the Board. Each Supporting
|Organization may adopt membership structures, including open or multiple
|classes or categories of members, that it deems appropriate for its
|effective functioning, consistent with the foregoing."
|
|ICANN has been asked whether open membership in organizations
|participating in a Supporting Organization would meet these requirements.
|ICANN is prepared to accept any structure that, considering the subject
|matter of the SO, ensures that all individuals and organizations with
|legitimate interests in the activities of the SO have a reasonable
|opportunity to participate in the SO. An application for recognition must
|clearly set forth the criteria and standards for participation, and should
|justify the particular structure proposed in the context of the
|responsibilities of the SO and the broader ICANN structure and procedures.
|
|8. Supporting Organization Finances
|
|Supporting Organizations are expected to establish equitable membership
|dues or assessments which cover all costs of organizing and sustaining the
|work of the SO, including any amounts which may be required to support
|ICANN itself. See 3.b.vi in paragraph 10 below.
|
|ICANN will open a proceeding early in 1999 dealing with its budget and
|revenue sources. In that proceeding, alternatives for supporting ICANN's
|budget will be fully explored. Pending the conclusion of that proceeding,
|applications for recognition of SO's should not assume that a substantial
|funding burden for ICANN expenses will be borne by SO dues or assessments.
|ICANN does not presently intend to look to the SO's themselves for a
|significant portion of its funding requirements.
|
|9. Supporting Organization Liability and Indemnity
|
|It is intended that Supporting Organizations and their councils will have
|a separate organizational identity from that of ICANN, and that ICANN's
|relationship with the SO's, to the extent necessary apart from the bylaws,
|will be by contract. Thus, ICANN's liability insurance and other corporate
|resources will not be available to Supporting Organizations.
|
|ICANN has been asked whether SO's are permitted to function as
|unincorporated associations, and whether they are permitted to have a non-
|U.S. corporate or unincorporated place of business. ICANN believes these
|are decisions best made by organizers of Supporting Organizations,
|following advice of counsel. ICANN does not intend to bias a recognition
|decision based on corporate form or location, provided that other
|requirements for recognition are met and that such a decision does not
|unnecessarily inflict administrative, financial or legal complexity on the
|SO or ICANN. Regardless of the specific organizational form chosen, the
|procedural rules of the proposed organization must meet commonly applied
|standards of organizational performance, integrity, and financial
|stewardship.
|
|10. Recognition of Supporting Organizations
|
|The ICANN Bylaws contain specific procedures and criteria for review and
|approval of SO recognition proposals. Article VI, section 3 (b) states:
|
| "(b) The Board shall review an application for recognition as one of the
|Supporting Organizations referred to in Section 3(a) of this Article VI,
|and, after requesting and considering comments from parties interested in
|matters within the scope of the proposed Supporting Organization, shall
|approve such application if the Board finds that it has been organized in
|accordance with these Bylaws, that it will fairly and adequately reflect
|the full range of views of all interested parties, and that its
|recognition would be in the best interest, and serve the purposes, of the
|Corporation. The application shall include, but not be limited to, a
|description of the following in form and substance acceptable to the Board
|(and a commitment to implement the matters described in the application):
|
|(i) membership or participation criteria,
|
|(ii) methods for developing substantive Internet policies to be
|recommended to the Board and selecting Board nominees,
|
|(iii) open, transparent, fair and non-discriminatory processes (including
|procedures for public attendance at appropriate meetings of the Supporting
|Organization and for the participation of interested persons who may not
|be members of the Supporting Organization in advisory committees of the
|Supporting Organization),
|
|(iv) policies to ensure international and diverse participation,
|
|(v) policies for disclosure to the Corporation by members of or
|participants in a Supporting Organization council of conflicts of interest
|or other financial interests in matters within the scope of the Supporting
|Organization (such conflicts or interests, however, not necessarily
|requiring abstention from action), and
|
|(vi) methods for funding the Supporting Organization and providing funding
|for the Corporation (consistent with Article XI, Section 4 of these
|Bylaws). If more than one application to be a particular Supporting
|Organization is received by the Board, it shall encourage, to the extent
|possible and reasonable, such competing applicants to resolve any
|differences, and shall not approve any application that does not meet the
|criteria set forth in this Section 3."
|
|With respect to the requirement in VI.3.b above that the application shall
|include "a description of the following in form and substance acceptable
|to the Board," proposers should be guided in general by the form of the
|ICANN bylaw provisions dealing with comparable requirements. E.g., with
|respect to open processes, see ICANN Bylaws, article III.3.b.
|
|With respect to conflict of interest requirements, proposers should be
|guided by ICANN Bylaws Article V, section 7, and should prospectively
|agree to abide by the terms of the ICANN Conflict of Interest policy when
|it is adopted.
|
|11. ICANN Contracts with Recognized Supporting Organizations
|
|Following recognition of a Supporting Organization, ICANN will execute a
|contract with the organization which formalizes the recognition, creates
|binding responsibilities on the parties, contains provisions for
|termination for cause, and establishes mutually agreeable financial
|conditions.
|
|
|
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