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PROPOSAL FOR
DOMAIN NAME SUPPORTING ORGANIZATION
Under Article VI, Section 3(b) of the by-laws of the Internet
Corporation for Assigned Names and Numbers (ICANN), an application for
recognition as a Supporting Organization shall include, but not be limited
to, a
description of the following:
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 cooperation and
consensus-building 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 IV, Section 2 of
these by-laws).
I. ARTICLE I NAME
The name of this supporting organization shall be "The Domain Name
Supporting
Organization." It shall be established by resolution of the Board of
Directors
of ICANN and shall become a functioning part thereof.
II. ARTICLE II OBJECTIVES
The DNSO Objectives shall be:
* To recommend policies for coordination of the root zone
* To recommend policies to maintain coherrence of the DNS root
zone
* To encourage TLD disputants to resolve their differences
* To recommend policies for operation of the root servers
The goal of the DNSO is to fulfill these purposes using the following
governing principles:
* Fairness: The DNSO will strive to treat all parties fairly.
* Diversity: The DNSO will foster and respect diversity of
opinions.
* Consensus: The DNSO will work towards rough consensus on all
issues.
* Stability: The DNSO will recommend policies that maintain
stability in the DNS root zone.
* Coherence: The DNSO will strive to recommend policies that
maintain coherence across the entire DNS root zone
* Openness: The DNSO will conduct all of its business in an open
manner.
* Security: The DNSO will recommend policies to foster security in
the DNS root zone.
I. MEMBERSHIP
1. Classes
The Domain Name Supporting Organization (DNSO) shall consist of three
classes, The first class shall be composed of any individual, firm,
association, corporation or other entity who is the holder of a second
level domain (SLD) in any top level domain (TLD) (or in a third or lower
level domain insofar as higher levels are used soley to establish
categories)(Hereinafter "Domain Name Holder"). The second class shall be
composed of registries of any top level domain (TLD) (Hereinafter
"Registries") The third class shall be composed of registrars with a
contractual right directly to enter registratiions into a TLD registry.
II. Method of Election
Any Domain Name Holder, Reigstry or Registrar shall become a member of
the DNSO upon submission of an informational membership form and payment of
the membership dues.
III. Methods for funding the DNSO
The DNSO shall obtain funding from membership dues levied on its
members. The total annual dues of Domain Name Holders shall be determined
by the
Names Council and approved by the ICANN Board but shall in no case be
greater than $50.00 US per year. New members' dues liability shall
commence on the first of the month next following receipt of its
application for membership, and its dues shall be pro-rated from that date
to the end of the calendar year. No member shall have the right to vote
until it has paid its dues in full. The annual dues of all members for each
calendar year shall be due and payable before the second of February of
that year. Notice to this effect shall be sent via electronic mail to the
electronic mail address on record, to each member whose dues remain unpaid
at the end of thirty days thereafter.
Any member whose annual dues remain unpaid 30 days after February 2
shall be deemed to be delinquent and the rights of such members as members
shall cease forthwith. Written notice to that effect shall be sent promptly to
such member, and any member whose dues remain unpaid on April 2 shall be
dropped automatically from membership and promptly notified thereof.
Members who have been so dropped may re-apply for membership on payment
of any delinquency, and such application will be handled in accordance with
Section 2 of this Article.
IV. Resignations
Any member may resign its membership at any time by giving written notice
thereof to the Names Council, accompanied by payment of any outstanding
indebtedness to the DNSO. Said resignation shall take effect as of its date
unless some other date is specified therein. The acceptance of such
resignation will not be necessary to make it effective. No dues
previously paid by such resigning member shall be refunded by the DNSO
unless such
dues were not due and payable until after the resignation was received by
the DNSO.
V. NAMES COUNCIL
The Names Council shall facilitate cooperation and consensus on policies
regarding TLDs and related subjects, and, in accordance with Article VI,
Section 3(a)(ii) of the Corporation's Bylaws, the Names Council shall make
recommendations on such subjects to the Board of ICANN. The Names Council
shall seek input and review of any proposed recommendations and Board
nominations from all Members.
The DNSO, the Names Council and the Membership (all classes) will
establish on-line methods of meeting, cooperating, and gauging and effecting
consensus and conducting ballots. However, until some confidence is gained
in these on-line methods, the Names Council may choose to utilize more
traditional methods of voting.
The processes of the Names Council shall be governed by open and
transparent non-discriminatory processes. A general mechanism for review of
conflicts and grievances will be developed, and the Names Council shall
appoint a Fair Hearing Panel which will, among other responsibilities, hear
appeals pursuant to Article 6. of this application.
1. Initial Names Council
The initial Names Council shall consist of five members, elected by the
Membership. The members of the initial Names Council shall elect a
Chairperson from among their ranks. Members of the initial Names Council
shall serve a one-year term or until the first Annual Meeting of the DNSO,
whichever occurs first, unless such term is extended for an additional
period. Members of the initial Names Council shall not be eligible for
additional service on the Names Council at the end of the member's term on
the initial Names Council. In no case shall any extension go beyond the
second annual meeting of the DNSO.
a. Powers and Responsibilities
The powers and responsibilities of the initial Names Council shall be
limited to establishing the DNSO and ratifying its By-laws, making it
financially solvent, effecting arrangements for a secretariat provided by
ICANN with funds raised from DNSO dues, facilitating membership elections
of three members to the initial Board of ICANN, and
responding to requests for advice and comment from the Board of ICANN.
i. Term limitations
Members of the Initial Names Council of the DNSO shall not be qualified to
serve as a DNSO representative for the initial ICANN Board for a period
including their time on the Initial Names Council and for one year
thereafter.
ii. Compensation
Members of the Names Council may receive compensation at levels approved by
the ICANN Board. Members of the Names Council may be reimbursed by the DNSO
for out of pocket expenses incurred in connection with their function if
the expense is objectively necessary, and if the member seeking
reimbursement can document the expense. Such compensation and
reimbursements shall be brought up as an agenda item at the appropriate
names council meeting, and documented along with the minutes of that
meeting for review by the membership.
iii. Eligibility and Powers of Council Members After the Initial
Council [***Discussion points]
The administration of the DNSO and its policy development processes shall
be vested in the Names Council consisting of a Chairperson and ten (10)
council members, each of whom shall have one vote. The Names Council shall
be elected by the Membership, which may vote by proxy for slates of
nominees as more fully set forth below.
2. Election
Names Council members shall be elected only at an Annual meeting of the
DNSO. At least 120 days prior to said Annual meeting, the Names Council
shall set a 30 day period in which slates of eleven (11) DNSO members may
be nominated for membership to the Names Council. Each slate shall consist
of 11 members, no more than 2 of which shallcome from any one geographic
region and no more than 5 of which may represent registries or registrars.
[Additional diversity requirements, using additional categories, might be
added here.] All nominations must be submitted to the Names Council with a
statement clearly and concisely documenting the DNSO member's (a)
involvement with respect to the objectives of the DNSO, and (b) legitimate
interests in these objectives. Nominations not submitted in a timely
manner, for Names Council membership, shall not be considered. Upon the
close of the nomination period, the Names Council shall notify all DNSO
members of the qualifying slates of nominees. The slate receiving the
majority of the votes therefor shall be elected.
3. Term
The term of membership on the Names Council shall be two years.
4. Meetings
The members of the Names Council shall be required to meet at least four
(4) times per year. The Chairperson of the Names Council shall select the
time and place of this meeting. The place of each meeting shall change to
accommodate the international composition of the Names Council. Special or
emergency meetings may be held at such times and places (1) as the Names
Council may decide, (2) at the call of the Chairperson, or (3) on the
written requests of the majority of the member of the Names Council.
At least one yearly meeting must be physical, while the other three may be
held by teleconference, providing that a quorum must be met. Teleconference
Meetings must be announced at least 30 days in advance, while physical
meetings must be announced at least 90 days in advance. All meetings shall
be open to attendence by all members; provided, however, that the Name
Council may limit opportunities of members to speak during portions
of its meetings and may, upon good cause shown and with prior notice and
explanation, meet in executive session.
All meetings are "on the record" and minutes will be published within 15 days.
5. Vacancies
In the event of a Names Council member's death, resignation, ineligibility
or inability to perform the duties of a member of the Names Council, a
majority of the Names Council then in office shall have the power to
designate a successor to serve for the remainder of the term of such Names
Council member.
6. Quorum
A majority of the entire Names Council shall constitute a quorum for the
purpose of any meetings of the Names Council.
7. Selection of DNSO Representatives
Selection of DNSO Representatives for the ICANN Board Pursuant to Article
V, Section 4 of the ICANN By-laws, the DNSO is accorded three (3) seats on
the ICANN Board. Selection of the DNSO representatives for the ICANN Board
shall rest with the membership, without regard to membership classes. The
Names Council shall ensure the fairness of any general election by the
Membership of the three seats allocated to the DNSO.
8. Removal of DNSO Representatives
Removal of DNSO Representatives for the ICANN Board If, in the opinion of
the Names Council, a member of the ICANN Board elected by the DNSO is no
longer capable of fulfilling his or her responsibilities, or is no longer
operating in the best interest of the DNSO, the Names Council may, by 2/3
vote, call a Special Referendum of the Membership asking for removal of
that Board member. If 2/3 of the Membership then votes for removal, the
Board Member will then be removed.
In the event of removal of one or more DNSO elected members of the ICANN
Board, the Names Council will appoint one or more Members (who is/are not
also currently serving on the Names Council), as a temporary measure. A 2/3
vote of the Names Council shall be necessary for such appointment. The
Names Council will then immediately seek nominations from the Membership
for a replacement to serve out the remainder of the removed Board member's
term. No Board member who has been removed will be eligible for nomination.
A Special Election of the Membership shall be held as soon as practicable
from the nominees submitted to the Names Council.
XVI. POLICY PROMULGATION [**Discussion Points]
The Name Council shall initiate porceedings to develop consensus policy
recommendations.
Recommended policies cannot be enforced broadly or equitably unless
registries that contract with ICANN will agree to be bound by these
policies (and to pass such obligations down by contract to registrars and
registrants where appropriate). To avoid wasted effort, the Name Council
shall establish a pre-recommendation enforceability review process. That
process would determine whether a substantial plurality (3/4ths) of those
who would be required to implement a proposed policy (e.g., all registries,
in most cases, and all
registrars, in some cases) will contractually commit to do so.
Recommendations that do not meet this criteria shall not be forwarded to
ICANN.
XVII. MEETINGS
1. Annual Meeting
The Annual Meeting of the DNSO for the election of officers and Names
Council and for the transaction of such other business as may come before
the meeting shall be held at a time and place determined by the Names
Council.
XVIII. Special Meetings
Special meetings of the DNSO shall be held at such times and places, as the
Names Council shall determine. Special Meetings shall also be called by the
Chairman upon the request in writing of not less than 15 percent of the
DNSO Members, who shall specify in their request the business which they
desire to be considered at the proposed meeting.
XIX. Access to Information
The DNSO shall publish, at least annually, a report describing its
activities and including an audited financial statement and describing any
payments made by the DNSO to Directors (other than reimbursements of
expenses). Draft minutes of all DNSO meetings shall be published no later
than 48 hours. The Names Council at its next regular meeting will formally
approve minutes. All minutes, meetings, materials, and communications of
the DNSO (and any committees thereof) shall be made publicly available
immediately following approval by the Names Council.
XX. Notice. The Names Council shall post on the a public World Wide Web
Site:
(a) Periodically a calendar of scheduled meetings for the upcoming year and
(b) in advance of each DNSO meeting or policy-recommendation proceeding, a
notice of the fact and time that such meeting or proceeding will be held
and, to the extent known an
agenda for the meeting. If reasonably practicable the Names Council shall
post notices of
special meetings of the DNSO and of the Names Council at least fourteen
(14) days prior to the meetings.
Prior to adoption of any policies that substantially affect the operation
of the Internet or third parties, including all substantive information of
any kind that is before any person or body within DNSO the Names Council
will:
(a) provide public notice on the Web Site explaining what policies are
being considered for adoption and why; (b) 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 (c) After a
reasonable comment period, decide whether to forward the proposed policies
and all associated proceeding records as consensus proposals that have
passed the pre-recommendation clearance process, and publishing the reasons
for the action
taken. As appropriate, the Names Council will facilitate the translation of
final published documents into various appropriate languages.
XXI. On-line Participation
To ensure international and diverse participation, the proceedings of the
DNSO and the Names Council, as well as all Committees of the DNSO, shall to
the fullest extent possible, be conducted on-line.
XXII. Names Council Reconsideration.
The Names Council shall adopt policies and procedures through which a party
affected by an action of the DNSO (either directly or indirectly) can seek
reconsideration of that action. These policies and procedures may include
threshold standards or othe requirements to protect against frivolous or
non-substantive use of the reconsideration process. The Names Council may,
in its sole discretion, provide for an independent review process by a
neutral third party.
The Names Council shall establish Fair Hearing Panels to ensure openness,
accountability, and transparency in its dealings with membership, potential
membership and other members of the Internet community. Fair Hearing Panels
shall be charged with collecting information from all interested parties,
investigating where warranted, and presenting a report to the Names Council
and to within a reasonable period of time.
XXIII. Names Council - Voting on Record
The Names Council shall record in its minutes the position and views of
every Names Council member on every Names Council action.
XXIV. Quorum
A majority of the Domain Name members represented in person or by proxy
shall constitute a quorum of the Domain Name class at all meetings, and the
act of a majority of the Domain Name members present at any such meetings
at which there is a quorum will be the act thereof, unless the vote of a
greater number is required by law or the by-laws, in which case the vote of
such greater number shall be requisite to constitute the act thereof.
One Third of the total of Registry members must vote to constitute a quorum
of the Registry class. A quorum must be achieved in both the Domain Name
class and the Registry class to constitute a valid quorum.
XXV. Voting by the Membership
Domain Name members may vote in person or by written proxy dated not more
than 365 days before the meeting at which it is exercised. Except as
otherwise limited therein, proxies shall entitle the member named therein
to vote at any meeting or proceeding. A proxy purporting to be executed by
a Domain Name member shall be deemed valid unless challenged at or prior to
its exercise, and the burden of proving invalidity shall rest on the
challenger.
Registry and registrar members may not vote by proxy in certain processes.
As all policies recommended by the DNSO must be implemented by TLD
Registries in order to be effective, potential policies must be voted on by
both classes of membership. In the course of the pre-recommendation
enforceability review process, registries (and registrars, if applicable)
may not vote by proxy.
XXVI. Action by Written Consent
Any action required or permitted to be taken at a meeting may be taken
without a meeting if consent in writing, setting forth the action so taken,
is signed by all necessary members.
XXVII. Adjournment of Meetings
At any meeting, if less than a quorum is present, a majority of the members
present, either personally or by proxy, shall have the power to adjourn the
meeting without notice other than announcement at the meeting until a
quorum shall be present.
XXVIII. Rules of Order
All meetings of the DNSO, Names Council and Committees shall be conducted
in accordance with the most recently revised edition of Robert's Rules of
Order, unless such conduct would be in conflict with these DNSO By-laws or
procedures establsihed by the NC, in which case these DNSO By-laws or such
applicable procedures shall govern.
XXIX. REMOVAL, SUSPENSION AND EXPULSION
1. Removal of Name Council Members and Fair Hearing Panel Officers
Any Name Council Member or Fiar Heraing Panel Officer may be removed from
office by a vote
of two-thirds of the membership for failure or refusal to perform the
duties of the office properly, or for conduct bringing the DNSO into
disrepute. [**Discussion Point]
I. CONFLICT OF INTEREST
Any by the Names Council in which a Names Council member is personally and
directly interested, shall be valid, provided (i) the fact of such interest
is previously disclosed or known to the Names Council, and (ii) the Names
Council shall nevertheless authorize, approve and ratify such action at a
meeting of the Names Council by a vote of a majority of the members
present, such interested member or members to be counted in determining
whether a quorum is present, but not to be counted in calculating the
majority of such quorum necessary to carry such vote.
II. INDEMNIFICATION
The ICANN shall indemnify all Names Council members and those working as
agents of the DNSO for acts within their respective authorities to the full
extent permitted by the Not-For-Profit Corporation Law of the State of
California. Dues raised by the DNSO shall provide funds for any necessary
insurance to cover such indemnification obligations.
III. AMENDMENTS
These DNSO By-laws shall be adopted by the ICANN as part of its By-laws
and/or board
resolutions. Consequently, these DNSO By-Laws may only be amended by a
3/4 vote of both membership classes provided, that notice have been mailed
in writing to all members, stating the proposed amendments in full, not
less than twenty days prior to the meeting at which such amendments to
these By-laws are to be voted upon.