PROVISIONAL - DRAFT DOCUMENT DRAFT December 23, 1998 PROPOSAL FOR DOMAIN NAME SUPPORTING ORGANIZATION Under Article VI, Section 3(b) of the By-Laws of the Internet Corporation for Assigned Name sand 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 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. The bylaws included herein describe an organization consistent with the above points. ============================================================================= ARTICLE I: NAME The name of this organization shall be "The Domain Name Supporting Organization." ARTICLE II: OBJECTIVES The objectives of this organization shall be to generally protect and promote the interests of all users of the Internet, and more particularly to disseminate information and make recommendations and policy regarding (1) TLDs; (2) the operation, assignment and management of the domain name system; and (3) other related subjects, including the relationship between trademarks and domain names. The objectives of the DNSO shall be carried out via means that are open, transparent, and non-discriminatory. To the greatest extent possible the DNSO will conduct its business online. It shall be possible to fully participate in all decision processes of the DNSO without physical meeting. ARTICLE III: MEMBERSHIP Section 1. MEMBERSHIP IN THE DNSO Any legally defined entity or individual person is eligible to be a member of the DNSO. The membership of the DNSO is divided into Constituencies, described in Article III, Section 2. Every member of the DNSO must also be a member of one or more of the Constituencies. As described in ARTICLE XI, membership in the DNSO also requires that the member pay yearly DNSO membership fees, and that the member be able to provide proof of identity. A DNSO member will also be required to pay any fees associated with being a member of a particular Constituency. Members of certain Constituencies may be assessed ICANN support fees, in addition to DNSO and Constituency membership fees. Section 2. MEMBERSHIP IN CONSTITUENCIES The DNSO shall be formed with a set of 5 Defined Constituencies ("Defined Constituencies"), plus an At-Large Constituency, for a total of 6 original Constituencies. Constituencies may be removed or created, and the defining criteria for membership in a Defined Constituency may be changed through amendment to these bylaws. The original set of 5 Defined Constituencies, with qualifications for participation in each, are as follows: 1. Registries: a DNSO member who is a DNS Top Level Domain ("TLD") registry (defined as an entity with write authority to a zone referenced by a TLD), 2. Registrars: a DNSO member who is a registrar of generic/global or country-code TLDs (defined as an entity with a direct contractual relationship with a registry as defined above), 3. Infrastructure and connectivity providers: a DNSO member who is a network operator or service provider (defined as a legal person operating a name server for clients and offering Internet connectivity to third parties), 4. Businesses and other organizations: a DNSO member who is any other business or organizations (defined as any legally constituted organization with a legitimate interest in Domain Name issues), 5. Trademark and Anticonterfeiting interests: a DNSO member who is an organization representing trademark interests, defined as entities whose primary interest is the protection of trademarks or the effort to stop trademark counterfeiting and infringement), The At-Large constituency is the 6th Constituency: 6. At Large: All DNSO members who are not members of any other Constituency. [Note: The At-Large Constituency is a unique case. It is designed to allow the widest possible participation, while at the same time avoiding capture by other Constituencies. No member of any other Constituency may be a member of the At-Large Constituency, and there is no Constituency membership fee for membership in the At-Large Constituency.] A member of the DNSO may be a member in more than one Constituency if it meets the qualifications for each of the Constituencies in question, and pays the membership fees for each such Constituency. However, a Constituency may have a membership requirement that are conditioned in some way on membership in other Constituencies. Disputes concerning qualifications for membership in a constituency or in the DNSO itself shall be referred to a Membership Committee, as described below. Section 3. RESIGNATIONS Any member may resign their 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. ARTICLE IV: NAMES COUNCIL Section 1. PURPOSE The Names Council shall act as the primary executive body of the DNSO. It shall fulfill the role of "Names Council" as described in the ICANN Bylaws. Except in matters where timely action is requested in writing by the ICANN board, the Names Council shall seek to reflect the "rough consensus" of the DNSO as a whole. Section 2. REPRESENTATIVE COMPOSITION The Names Council shall consist of 21 members, elected from time to time by the members of the DNSO, following the procedures set forth below. The Constituencies shall each have the right to be represented by the following numbers of members of the Names Council: 1. Registries - 6 2. Registrars - 3 3. Infrastructure and connectivity providers - 3 4. Business and other organizations -3 5. Trademark and Anticounterfeiting Interests - 3 6. At Large - 3 Section 3. GEOGRAPHICAL DIVERSITY In order to assure geographical diversity among members of the Names Council, the members of the Names Council representing each constituency must each be from different geographical regions, unless there are more such representatives than there are regions. In this latter case no region shall have more than one more representative than any other region. The geographical regions shall be those set forth in Article V, Section 6 of the Corporation's bylaws. In particular, because the Registry Constituency is represented by 6 members of the Names Council, and there are only 5 regions, among the Names Council members representing the Registry Constituency there will be one region represented by two individuals. Section 4. ELECTION Within six weeks of acceptance by ICANN of this organization as the DNSO described in the ICANN bylaws ("ICANN DNSO"), the members of the DNSO will elect members of the Names Council. Members of each constituency shall nominate individuals to represent that constituency. Nominations within each constituency may be made by any member of the constituency, provided, however, that each member of a constituency may make no more than one nomination for a Names Council member representing that constituency. An entity that is a member of more than one constituency may make one nomination for each constituency of which it is a member. Every nominee shall be identified as representing a particular geographical region. Elections for Names Council members shall be held once each year for vacant seats. The term of office for each member of the Names Council is three years, staggered so that each year one third of the Names Council members shall be elected. Each member of the DNSO may cast one vote for one nominee for membership in the Names Council from each of the constituencies. The winning nominees from within each constituency shall be determined as follows: Within the group of nominees for each constituency, the nominees shall be grouped according to their geographical identification, and shall be ranked according to the votes received. Winners will be selected by the following criteria: Nominees identified with regions with the least number of current representatives for the constituency will be considered as a group. Within this group, the nominee with the most votes is selected, and is then considered a member of the group of current representatives. This procedure is repeated until there are no vacancies. Any ties shall be broken by random processes. If this election process leaves unfilled seats because of insufficient geographical representation those seats will remain empty until the the Constituency can field a slate of nominees with adequate geographical representation, and the Names Council can call an election. [Note: This is to give a strong incentive to Constituencies to guarantee geographical diversity.] The term of office for members of the Names Council shall be three years. However, for the first election the first third of the nominees selected through the above process shall receive a three year term, the second third shall receive a two year term, and the remainder shall receive a one year term. In the event of a resignation or other event that disturbs the even distribution of terms a similar fair process of adjusting the terms of newly elected members shall be used to regain an even distribution. If for any reason fewer than the seats allocated to a constituency are filled, the seats remain unfilled until the next election. 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. Only a person eligible to serve as a Names Council member shall be eligible for such designation. Section 3: POWERS OF THE NAMES COUNCIL The Names Council is delegated the task of determining policies regarding TLDs, including operation, assignment and management of the domain name system and other related subjects, and, in accordance with Article VI, Section 3(a)(ii) of ICANN's Bylaws, the Names Council shall make recommendations on such subjects to the ICANN Board. The Names Council shall also have the power to select the nominees of the DNSO to ICANN's Board. The Names Council shall also function as the executive authority of the DNSO. The Corporate officers shall operate at the direction of the Names Council. Section 4. TRANSPARENT AND OPEN PROCESSES The processes of the Names Council (and the processes of each constituency) shall be governed by the same principles of open and transparent non-discriminatory processes as those of the Board of the Corporation. It is the intent of the DNSO that, at least initially, there will be significant review by the constituencies over the decisions of the Names Council; over time, the constituencies may agree to reduce the extent of review. Therefore, in all cases the Names Council shall seek input and review of its recommendations and Board nominations from each of the constituencies. [A possible review mechanism: Any NC policy must be posted on the DNSO web site for 7 days; during that time, if (say) 10% of the membership insists on a vote, the NC will conduct an online poll of DNSO members; if 66% reject the policy it is killed. The percentages can be tuned to adjust the relative trust in the Names Council.] Section 5. DISPUTE RESOLUTION A. Fair Hearing Panels The Names Council will appoint, as necessary, Fair Hearing Panels to collect information concerning grievances, complaints, and conflicts that may arise, to make recommendations to the Names Council for possible remedial or other action. B. Membership Disputes Disputes concerning membership in the DNSO or membership in a constituency will be heard by a Membership Committee, composed of one member from each Constituency and a chairperson selected by the Names Council. C. Reference to ICANN Board Particularly serious disputes involving the legitimacy of DNSO internal processes shall be referred by the Names Council to the ICANN Board for resolution. Section . MEETINGS The Names Council shall elect a Chairperson of the Names Council, to call and preside over meetings of the Names Council. The members of the Names Council shall meet from time to time, either physically, or through telephone, video, or online processes. The time, manner, and place of meetings shall be selected by the Chair of the Names Council. The place of each physical 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 members of the Names Council. Section . DECISION PROCESSES A. No formal decision of the Names Council shall require physical meeting; the Names Council shall develop procedures so that all decisions will allow for online, telephone, or video participation and voting. The Names Council will also ensure that such procedures are available for all decisions made through votes of the DNSO. B. Matters requiring a formal decision of the Names Council shall be publicized before the DNSO. C. To the extent possible, decisions of the Names Council shall be made on a rough consensus basis, after consultation with the membership of the DNSO. Such decisions shall be recorded as "consensus decisions". Consensus will be determined by the Chair of the Names Council. If [two][three] Names Council members formally object to the measure in question, the Chair will determine that a consensus has not been achieved, and shall call for a formal vote. In such cases where consensus cannot be achieved and a formal vote is deemed necessary, the matter shall be publicized before the DNSO for 15 days, and then a formal, public, recorded online vote of the Names Council shall be taken. The measure shall be deemed to have been passed if [a majority] [two thirds] of the votes cast are in the affirmative. [Note: No quorum requirements are specified for such votes...] Section . Reimbursement The members of the Names Council shall not receive compensation for their service on the Names Council; however, they may be reimbursed for the reasonable direct expenses of participation in the Names Council. Section . 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 Names Council. The Names Council shall ensure that all candidates have a significant understanding of the relationship between the Internet and business practice, intellectual property, free-speech, and consumer protection. Approval of a candidate for the ICANN Board shall require a 2/3 majority vote by the Names Council. (i) Task Force The Names Council shall appoint a special task force to research, investigate, and interview potential candidates for the DNSO seats on the ICANN Board. Members of the Task Force shall be selected from the membership of the DNSO. Upon completing a list of candidates, said list shall be forwarded by the Task Force to the Names Council. ARTICLE V: INITIAL MEMBERSHIP AND INITIAL NAMES COUNCIL Section 1: INITIAL DNSO AND CONSTITUENCY MEMBERSHIP The Initial membership of the DNSO shall be drawn from those entities who sign the DNSO application to ICANN. These entities must specify which Constituencies to which they wish to belong, and supply the appropriate initial membership fees in a timely manner. The Initial membership of each Constituency shall be composed of those Initial members that indicated their desire to be a member of that particular Constituency. Section 2: INITIAL NAMES COUNCIL The Initial Names Council is a distinct entity from the Names Council, and is only active during the first few weeks of the existence of the DNSO. The Initial Names Council shall consist of six members, one from each of theConstituencies and selected by the initial membership of the respective Constituency. The members of the initial Names Council shall organize themselves appropriately. Members of the Initial Names Council shall serve a six week term or until the first election of the DNSO, whichever occurs first, unless such term is extended for an additional period by majority vote of the current membership. Members of the initial Names Council [shall/shall not] be eligible for additional service on the Names Council at the end of the member's term on the initial Names Council. The powers and responsibilities of the initial Names Council shall be limited to establishing the DNSO and ratifying its bylaws, establishing bank accounts and other necessary financial structure, verifying the identity of new members and collecting their dues, aiding in the organization of the Constituencies, and holding the first election for the full Names Council. Members of the initial Names Council of the DNSO shall not be qualified to serve as DNSO representatives for the initial ICANN Board, nor will they pick the 3 DNSO representatives to the initial ICANN Board. The first 3 DNSO representatives to the initial ICANN Board will be selected by the first full Names Council. ARTICLE VI OFFICERS Section 1. Election and Duties The officers of the DNSO shall be a President, a Secretary and a Treasurer, each of whom shall be elected from DNSO members at the Annual election by a majority vote to serve until the next Annual election or until a successor shall have assumed the duties of the office. No one shall be eligible to serve successive terms as President. The Names Council may likewise elect such other officers as it may from time to time deem advisable, and they shall perform such duties as the Names Council may prescribe. [Notes: The DNSO membership will elect a president, secretary, and treasurer. The president will be chair of the names council, but have no vote. Intended to be mainly a figurehead position. Secretary will do secretary things for names council. Treasurer will keep track of money. Election will be for one year terms during the same election that selects the next rollover of NC members.] [The Officers of the DNSO have the primary role of fulfilling corporate legal requirements. They have no policy-making role with respect to DNS issues or other matters for which ICANN contracts with the DNSO, and they take executive direction from the Names Council.] Section 2. President [The president will perform any legal duties required by corporate law.] The President shall preside at all meetings of the DNSO, and shall be directly responsible to the Names Council. The President shall submit at each Annual Meeting of the DNSO a report of the activities of the DNSO during the proceeding year...] Section 3. Secretary The Secretary shall be responsible for the minutes of all meetings of the DNSO, and shall be the custodian of the seal and records of the DNSO. The Secretary shall perform such other duties as may be delegated by the Names Council. Section 4. Treasurer The Treasurer shall have the custody of all monies and securities of the DNSO and shall place same in appropriate financial vehicles and repositories in accordance with guidelines established, at least on an annual basis, by the Names Council. The Treasurer shall keep proper books of account and sign checks and give such surety bonds as the Names Council may require. The Treasurer shall make reports on the financial condition of the DNSO at each Annual Meeting of the DNSO and, whenever called upon to do so, at other meetings of the DNSO, the Names Council, and the ICANN Board. The Treasurer shall also perform such other duties as may delegated by the Names Council. All duties performed by the Treasurer shall be subject to the supervision and direction of the Names Council. All financial and other records in the custody of the Treasurer shall be open to the Names Council and the ICANN Board at all times for inspection or audit. On ceasing to hold office, the Treasurer shall surrender all records, files, books of account, monies, securities and other property of the DNSO to a successor or to such other person as shall be designated by the Names Council. Section 5. Succession In the event of the death, resignation, removal from office or inability of any Officer, to perform the duties of the office, the Names Council shall elect a successor to serve until the next Annual Meeting of the DNSO or until a successor shall have been elected and shall have assumed the duties of the office. ARTICLE VII COMMITTEES Given the importance of having a global consensus on the policies and procedures developed by DNSO, as well as expertise relating to the objectives of the DNSO, the Names Council may create committees for such terms and with such powers and duties, as it shall deem appropriate. The nomination of members to each committee and their election by the Names Council shall be conducted in the same manner as members of the Names Council are nominated under Article IV, except that committee members shall be voted on by the Names Council rather than by DNSO members. Once formed, each committee shall nominate and vote for a Chairperson from within the committee. The nominee with the most votes shall be elected Chairperson for a term of one year. A Chairperson shall be eligible for re-election for another one-year term, but shall not again be eligible for election as Chairperson for a period of one year thereafter unless nominated for an additional term by a unanimous vote of the committee. The members of each committee shall be appointed for a term of one year, and shall be eligible for re-appointment for two successive subsequent terms of one year each. All committees shall be responsible to the Names Council for the performance of their duties, unless the Names Council shall otherwise direct. The duties of the committees shall be those indicated by their titles or as may be otherwise assigned to them by the Names Council. Regular meetings of each committee may be held without the giving of notice if a day of the week, a time, and a place will have been established by the committee for such meetings. Meetings may be held in person, through mailing lists or other online means, or by telephone, radio, television or similar means of communication. The committee may itself, or through the direction of the Names Council, establish quorum rules for transaction of business. The act of a majority of the members so present at a meeting at which a quorum is present will be the act of such committee. Each committee will maintain a record, which need not be in the form of complete minutes, of the action taken by it at each meeting, which record shall include the date, time, and place of the meeting, the names of the committee members present and absent, the action considered, and the number of votes cast for and against the adoption of the action considered. All action by each committee shall be reported to the Names Council at its meeting next succeeding such action for a vote. ARTICLE VIII MEETINGS AND ELECTIONS The DNSO and all its components support an online service; they are distributed around the world; and therefore, to the extent possible, all business of the DNSO, the Names Council, the Constituencies, and any Committees shall be conducted online, or otherwise without the requirement of physical meetings. The occurance of required physical meetings shall be held to the minimum required by law. 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. 2. 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 President upon the request in writing of not less than xx percent of the DNSO Members, who shall specify in their request the business which they desire to be considered at the proposed meeting. 3. Notice Written notice of any meeting of the DNSO shall be given personally, by first class mail or via the Internet not less than ten days before the date of each meeting and shall state the place, date and hour of the meeting and, if for a Special Meeting, shall also state the purpose or purposes for which the meeting is being called. Meetings shall take place via telephone or similar communications equipment, or at such other place as determined by the President, Names Council Chairperson or Committee Chairperson and specified in the notice of the meeting. A meeting using telephone or similar communications equipment by means of which all members participating in such meeting can hear each other shall constitute presence in person at such meeting. Waiver by a member in writing of notice of a meeting, signed by the member, shall be equivalent to the giving of such notice. Attendance by a member, whether in person or by proxy, at a meeting shall constitute a waiver of notice of such meeting of which the member has had no notice, unless except when the member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. 4. 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. 5. Quorum [I believe that the quorum requirements, and consequent need for proxies, are driven by corporate law... this doesn't mesh well with online worldwide etc etc...] A majority of the members represented in person or by proxy shall constitute a quorum at all meetings, and the act of a majority of the 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, the Certificate of Incorporation or the By-Laws, in which case the vote of such greater number shall be requisite to constitute the act thereof. 6. Voting [All online voting] Members may vote in person or by written proxy dated not more than xx days before the meeting named therein. Proxies shall be filed with the Secretary before being voted. Except as otherwise limited therein, proxies shall entitle the member named therein to vote at any meeting or adjournment of such meeting but shall not be valid after the final adjournment of such meeting. A proxy purporting to be executed by a member shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. 7. 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. 8. 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. 9. 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 By-laws or any applicable provision of law in which case these By-laws or such applicable provision of law shall govern. ARTICE IX REMOVAL, SUSPENSION AND EXPULSION 1. Removal of Officers and Committee Chairpersons Any Officer or Committee Chairperson may be removed from office by a vote of two-thirds of the entire Names Council for failure or refusal to perform the duties of the office properly, or for conduct bringing the DNSO into disrepute. Absence of an Officer of Committee Chairperson from three consecutive meetings may be deemed by the Names Council to be failure to perform the duties of the office properly. 2. Suspension or Expulsion of a Member or Disqualification a. A member may be suspended for a period or expelled for cause such as violation of any of the By-laws of the DNSO or for conduct prejudicial to the best interests of the DNSO. b. A member may be temporarily or permanently disqualified from serving as a member for cause, such as violation of any of the By-laws of the DNSO or for conduct prejudicial to the best interests of the DNSO. c. Suspension, expulsion or disqualification of a member shall be by a two-thirds vote of the entire Names Council, provided that a statement of the charges shall have been mailed to the member under charges at the last recorded address at least fifteen (15) days before final action is to be taken thereon, accompanied by a notice of the time when and place where the Names Council is to take action. The member shall be given an opportunity to be present at the time and place mentioned in such notice and to present a defense, including the right of representation by counsel and the right of cross-examination. ARTICLE X CONFLICT OF INTEREST Any contract or other transaction between the DNSO and any firm, corporation or association of which one or more of the DNSO members? are members, shareholders, directors, officers or employees, or in which they are interested, shall be valid, provided (i) the fact of such interest is previously disclosed or known to the DNSO, and (ii) the DNSO shall nevertheless authorize, approve and ratify such contract or transaction at a meeting of the DNSO 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. The awarding of contracts shall take place in a fair and non-discriminatory process. ARTICLE XI. FUNDING AND FEES (DUES) Section 1: FUNDING The DNSO shall fund all costs of DNSO and Names Council membership and other meetings and communications, and all administrative and other costs associated with membership, from DNSO membership fees and Constituency membership fees, as established from time to time. DNSO membership fees shall be a low fixed rate, initially 50 US dollars per year. There shall be no Constituency fee for membership in the At-Large Constituency. Membership fees for Constituencies other than the At-Large constituency shall be adjusted to meet the yearly budget of the DNSO, as described in Section xxx, below. Because the budget will not be defined when the DNSO is created, the initial Constituency membership fee in all Defined Constituencies (except the At-Large) shall be 500 US dollars per year. c) Membership fees are cumulative. A DNSO member must pay the DNSO membership fee plus the sum of all the Constituency Membership Fees for Constituencies of which it is a member. Section 2: ASSESSMENT AND COLLECTION OF MEMBERSHIP FEES The DNSO shall fund its activities directly related to administrative costs of managing the membership primarily from DNSO membership fees. All other expenses will be funded through Constituency membership fees. The Names Council will calculate the income required from Constituency fees by summing the budgeted amount for all expenses, including the amount of any surplus or deficit from the preceeding year, adding a fixed percentage of [xx]% for a reserve, and deducting the amount of budgeted income from DNSO membership fees. [That is: Budgeted expenses for next year - Carryover from previous year (surplus or deficit) - Projected DNSO membership fees + Required Reserve ---------------------------------- Income required from Constituency Fees ] Liability for this amount will be divided among the Defined Constituencies in direct proportion to the number of representatives the Constituency has on the Names Council (not counting the representatives of the At-Large). This liability will be divided up among the members of the Constituency in accord with rules determined by those members and approved by the Names Council. [Example: Suppose the "Income required from Constituency Fees" was $750,000. There are 21 total members of the NC; 3 of them from the At-Large, 18 of them from Defined Constituencies, and 6 from the Registry Constituency. Therefore, the Registry Constituency would be liable for 6/18 (33%) of the total Constituency Membership Fees, or $250,000. If there were 250 registries, and they decided to split the fees evenly, the cost per registry would be $1000. Of course, they could also decide to assess the fees according to size of registry, or something like that.] A new member's liability for dues shall commence on the first of the month next following its becoming a member, 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, make motions, nominate candidates, or otherwise participate in the activities of the DNSO until it has paid its dues in full. The annual dues of all members for each calendar year shall be due and payable on xx/xx of that year. Notice to this effect shall be sent to each member whose dues remain unpaid at the end of thirty days thereafter. Any member whose annual dues remain unpaid 30 days after xx/xx 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 xx/xx 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 XX of this Article. Section 3: ICANN SUPPORT FEES Certain of the Constituencies may in addition pay fees for the support of ICANN. These fees are in addition to membership fees. Details concerning these additional fees shall be developed in conjunction with ICANN. [Note: These ICANN support fees are not the fees that registries/registrars might have to pay to ICANN to support the DNS system -- those be collected and enforced through direct contract with ICANN, since DNSO has no way to force registries to be members of DNSO.] ARTICLE XII INDEMNIFICATION The DNSO shall indemnify all Officers and Committee Chairpersons for acts within their respective authorities to the full extent permitted by the Not-For-Profit Corporation Law of the State of California, and the DNSO shall indemnify, to the same extent as Officers and Committee Chairpersons, all Counsel, members of committees, other volunteers authorized to act on behalf of the DNSO and employees of the DNSO. Any question as to whether a person is eligible for indemnification in a specific matter shall be determined either by a special Committee of at least three Officers who are not parties to the matter and who are appointed by the Names Council, or in a written opinion by an independent legal counsel who shall be designated by the Names Council. ARTICLE XIII AMENDMENTS These By-laws may be amended at any meeting of the DNSO by a [majority] [two-thirds] vote of the members, provided, that the Secretary shall have mailed notice 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.