------------------------------------------------------------------------ DNSO Draft Bylaws ------------------------------------------------------------------------ BYLAWS FOR THE DOMAIN NAME SUPPORT ORGANIZATION A California Nonprofit Public Benefit Corporation December 23, 1998 ARTICLE I: NAME AND PURPOSE OF THE CORPORATION Section 1. NAME The name of this corporation shall be "The Domain Name Support Organisation". Section 2. PURPOSE The purpose of this organization is to fulfill the role described in the Bylaws of the "Internet Corporation for Assigned Names and Numbers" for the Domain Name Support Organization described therein. ARTICLE II: 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 XXX, 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 Section 1. MEMBERSHIP IN THE DNSO: The qualifications for membership in the DNSO are set forth in Appendix A to these bylaws, entitled "QUALIFICATIONS FOR MEMBERSHIP IN THE DOMAIN NAME SUPPORTING ORGANIZATION". The membership of the DNSO is divided into Constituencies, as described in the following section. Section 2. MEMBERSHIP IN THE CONSTITUENCIES: Each member of the DNSO shall be either a member of the At Large constituency or a member of one or more of the constituencies described below, or a constituency created later through processes to be developed. Qualifications for membership in each of the constituencies are set forth in Appendix B to this application entitled "QUALIFICATIONS FOR MEMBERSHIP IN THE CONSTITUENCIES". DNSO members who are not members of any other constituency are automatically members of the At Large constituency. The constituencies described herein are an initial set of constituencies. The DNSO and the Names Council will develop fair procedures for the creation, deletion, and merger of constituencies; and adjustment of the representation of constituencies on the Names Council. The constituencies are: 1. Registries 2. Registrars 3. Infrastructure and connectivity providers 4. Businesses and other organizations 5. Organizations primarily concerned with the interests of trademark owners 6. At Large A member of the DNSO may be a member in more than one constituency if it meets the qualifications for each constituency for which it applies and pays the membership fees for each such constituency. No member of any of the constituencies 1-5 may be a member of the At Large constituency. Section 3. APPLICATIONS FOR MEMBERSHIP IN CONSTITUENCIES 1-5 After formation of the Names Council, applications for membership in the constituencies 1-5 shall be submitted to the Names Council. The Names Council shall have the right to approve or disapprove each application. If an application is not approved, the applicant shall have the right to appeal to the Fair Hearing Panel (described below). ARTICLE III: TRANSPARENCY AND PROCEDURES The DNSO shall follow the rules for Transparancy and Procedures described in the ICANN bylaws. ARTICLE IV: POWERS Section 1. GENERAL POWERS Except as otherwise provided in the Articles of Incorporation or these Bylaws, the powers of the Corporation will be exercised, its property controlled and its business and affairs conducted by or under the direction of the Names Council. Unless otherwise provided herein or by law, the NC may act by a majority vote of NC members at the meeting, subject to the quorum requirements in Section 17 of Article V. Any references herein to a vote of the NC 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 NC." ARTICLE V: THE NAMES COUNCIL Section 3. STRUCTURE There shall be a Names Council consisting 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. Organizations primarily concerned with the interests of trademark owners - 3 6. At Large - 3 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, not more than 2 representatives of the Registry constituency may be from the same geographical region. Section 2. ELECTION AND TERMS OF THE NAMES COUNCIL Within four weeks of acceptance by ICANN of the DNSO's application the undersigned will self-select into constituencies, and elect members of the Names Council (NC). Any conflicts concerning membership in a Constituency shall be resolved by the ICANN Board. 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. [There are two choices on how to proceed if there is insufficient geographical representation: leave seats empty if the geographical distribution requirements are not met; or fill remaining empty seats with candidates with the most votes, even though the geographical requirements are not met.] 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. Section 3. CONFLICT OF INTEREST The NC shall follow the same conflict of interest rules as the Board of ICANN. Section 4. DUTIES OF DIRECTORS NC members 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 Constituencies, employers, or any other organizations. Section 5. RESIGNATION Subject to Section 5226 of the CNPBCL, any NC member 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 pursuant to Section 12 of this Article. Section 6. REMOVAL OF A NC MEMBER Any NC member may be removed following notice and a three-fourths (3/4) majority vote of all members of the NC; provided, however, that the Member 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 NC when calculating the required three-fourths (3/4) vote; and provided further, that each vote to remove a NC member shall be a separate vote on the sole question of the removal of that particular NC member. Further, a NC Member nominated by a Constituency can be removed by that Constituency through procedures adopted by that Constituency and ratified by the NC. Section 7. VACANCIES A vacancy or vacancies in the NC shall be deemed to exist in the case of the death, resignation or removal of any NC member, if the authorized number of NC members is increased, if a Constituency shall fail to nominate its NC members, or if a NC member 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 NC shall be filled by a computer program written by Kent Crispin. Said program shall have full powers of the NC member being replaced. Section 8. ANNUAL MEETING OF THE CORPORATION Annual meetings of the DNSO will be held for the purpose of drinking beer, wine, and spirits; eating; smoking cigars; fraternization; and for the transaction of such other business as may come before the meeting. The first annual meeting will be held ... or on such other date as may be set by the NC. Subsequent annual meetings shall be held as set by the NC 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 NC determines that it is practical, the annual meeting should be distributed in real-time and archived video and audio formats on the Internet. Because this is primarily a social event, no votes will be allowed at the annual meeting. Section 8. ORDINARY MEETINGS Ordinary meetings of the NC will be held on dates to be determined by the NC. To the extent practicable, regular meetings should be held through email or through teleconferences, as described below, and all votes and other decision procedures should be done through online mechanisms. Section 9. NOTICE OF MEETINGS Notice of time and place of all meetings will be delivered by electronic mail to each NC member at least 48 hours in advance of any meeting. NC members without email may not be notified of meetings, or be able to participate in votes. Section 17. QUORUM At all ordinary meetings of the NC, 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 or by law. If a quorum shall not be present at any meeting of the NC, the members 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 members not at the meeting at the time of the adjournment. Section 18. ACTION BY TELEPHONE MEETING Members of the NC or any Committee of the NC may participate in a meeting of the NC or Committee of the NC 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 NC the telecommunications equipment necessary to permit members of the NC to participate by telephone. Section 19. ACTION WITHOUT MEETING Any action required or permitted to be taken by the NC or a Committee of the NC 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 NC. 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. 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 NC member 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 NC members shall receive no compensation for their services as NC members. The NC may, however, authorize the reimbursement of actual and necessary reasonable expenses incurred by NC members performing duties as NC members. Section 23. PRESUMPTION OF ASSENT A NC member present at a NC 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 NC member 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 NC member 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 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 NC member or NC members are the subject of the removal action, such NC member or NC members 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 NC member 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 NC members may be appointed to a Committee of the Board. If a person appointed to a Committee of the Board ceases to be a NC member, 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 NC members. The Board may designate one or more NC members 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 NC members only, NC members and nonNC members, or nonNC members 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 elected by the members of the Governmental Advisory Committee pursuant to procedures adopted by such members. Members of the Governmental Advisory Committee shall be representatives of national governments, multinational governmental organizations and treaty organizations, each of which may appoint one representative to the Committee. 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 NC members 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 NC members 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 NC member. 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 NC members 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 NC member. 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 NC members, 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 NC member 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 NC memberS, 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 NC member, Officer, employee or any other agent of the Corporation; or is or was serving at the request of the Corporation as a NC member, 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 NC members 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 NC members (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 to: webmaster@icann.org Page Updated 23-November-98. ------------------------------------------------------------------------ (c) 1998 The Internet Corporation for Assigned Names and Numbers All rights reserved.