---------- Forwarded message ----------
Date: Tue, 4 Aug 1998 21:47:32 -0700 (PDT)
From: Jon Postel <postel@ISI.EDU>
To: iana-announce@ISI.EDU
Cc: postel@ISI.EDU
Subject: IANA ByLaws Proposal for Discussion -- Second Iteration
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Hello:
The Internet Assigned Numbers Authority (IANA) is pleased to welcome
you to this mailing list for people with an interest in the formation
of a new IANA. To help focus efforts and facilitate consensus towards
the implementation of a new organization, we will be sending you
various announcements and drafts for your review and comments.
--jon.
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A BYLAWS PROPOSAL FOR DISCUSSION -- SECOND ITERATION
Since the posting for discussion of draft bylaws for a New IANA
organization on July 17, 1998, a large number of comments and
suggestions have been received. In addition, there was considerable
discussion at INET 98 in Geneva, and the IFWP meeting that immediately
followed it, on both the draft bylaws and the underlying
organizational issues of the New IANA.
There are, not surprisingly, a wide variety of views on certain
issues. The following revised set of draft bylaws attempts to
incorporate this input, and where it could be identified as such,
reflect the consensus view. Where no consensus was obvious, the
draft offers the best ideas identified to deal with a particular
issue. This draft, like its predecessor, is offered in the spirit of
seeking input and consensus, and comments and suggestions are
solicited.
In order to facilitate the comparison of this draft to the last draft,
we highlight below the major changes:
1. In order to make clear that the New IANA should operate in a fully
transparent way to the maximum extent possible, a new Article IV has
been inserted, setting forth various requirements for public reporting
about the activities of the New IANA, and charging the Initial Board
with the responsibility to developing additional policies to enhance
transparency about, and participation in, the activities of the
organization.
2. There appears to be a consensus that the Supporting Organizations
and their Councils should have the primary responsibility for
proposing policies within their scope of operation. Articles V and
VII set forth the presumption that the Board should defer to the
Supporting Organizations and their Councils, while preserving the
power of the Board to act on its own initiative in extraordinary
circumstances.
3. There was a nearly universal lack of enthusiasm with the concept
of an Industry/User Supporting Organization in the earlier draft. The
principal objections were that (1) it was hard to see how such an
Organization could be created that would adequately represent the
range of potentially affected constituencies in the time available to
participate with the Initial Board, and (2) that the structure of such
an Organization did not provide an effective mechanism for ensuring
membership on the Board by the persons of broad experience and high
personal reputation that many believe would make a particularly
valuable contribution to the very difficult work of the Initial Board.
To meet these objections, the Initial Board was restructured to
consist of nine persons (denominated At Large), to be joined after the
creation of the New IANA by representatives of the three Supporting
Organizations following their creation and recognition, and eventually
by the President (when selected) of the New IANA. The Initial Board
is then specifically charged with establishing the final composition
formula for the Boards to follow it, and the means by which those
Boards will be selected.
4. Section 6 of Article VI broadens the requirements that the Board
be truly international by adding the requirement that no more than two
of the Directors selected by a Supporting Organization can be from any
single region of the world, with the definition of "region" still to
be determined.
5. The earlier draft contemplated that the Board would select Board
members of positions representing the three Supporting Organizations
from a list of nominees submitted by those Supporting Organizations.
Section 8 of Article VI makes it clear that the Supporting
Organizations will each themselves select three nominees to the Board
and that the Board will elect those nominees.
6. There was considerable discussion in Geneva, as there has been
elsewhere, of whether the New IANA should be a membership
organization, and if so, how it should operate. Ignoring for the
moment any philosophical differences, the practical and logistical
considerations impacted by such a decision are substantial, and seem
unlikely to be resolved to a consensus in the time available to create
the New IANA. Therefore, Section 3 of Article VII charges the Initial
Board and the Supporting Organizations with the responsibility of
considering whether there is a practical way to permit individual
memberships or other forms of individual participation, and to create
such mechanisms as they are determined to be practical and to advance
the purposes of the New IANA.
Comments and suggestions for additional refinements of either the
principles or language of this iteration of draft bylaws are
solicited.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
DRAFT BYLAWS FOR A NEW IANA
A California Nonprofit Public Benefit Corporation
ARTICLE I: PURPOSES
This corporation (the "Corporation") is established for the purposes
specified in its Articles of Incorporation. These purposes include
maintaining the operational stability of the Internet by: (i)
coordinating the assignment of Internet technical parameters as needed
to maintain universal connectivity on the Internet; (ii) managing and
performing functions related to the coordination of the Internet
address space; (iii) managing and performing functions related to the
coordination of the Internet domain name system, including overseeing
policies for determining the circumstances under which new top-level
domains are added to the root system; (iv) overseeing operation of the
authoritative Internet root server system; (v) engaging in any other
lawful activity in furtherance of items (i) through (iv); and (vi)
engaging in any other lawful act or activity for which a corporation
may be organized under the California Nonprofit Public Benefit
Corporation Law ("CNPBCL").
ARTICLE II: OFFICES AND SEAL
Section 1. OFFICES
The principal office for the transaction of the business of the
Corporation will be in the County of Los Angeles, State of California.
The Corporation may also have an additional office or offices within
or outside the State of California 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 III: SCOPE OF ACTIVITIES
Section 1. CHARITABLE PURPOSE AND DISTRIBUTION UPON DISSOLUTION
The property of the Corporation is irrevocably dedicated to
charitable, scientific, literary and/or educational purposes and no
part of the net income or assets of the Corporation shall ever inure
to the benefit of any Director, Officer or member thereof or to
benefit of any private person (except that reasonable compensation may
be paid for services rendered to or for the corporation affecting one
or more purposes.) Upon the dissolution of the Corporation, the
Corporation's assets shall be distributed for one or more of the
exempt purposes set forth in the Articles of Incorporation and, if
possible, to a 501(c)(3) organization organized and operated
exclusively to lessen the burdens of government by providing for the
operation of the Internet by developing and maintaining the stability
of the Internet infrastructure, or shall be distributed to the Federal
government, or a state government, for such purposes, or for such
other charitable and public purposes that lessen the burdens of
government by providing for the operation and stability of Intranet
infrastructure. Any assets not so disposed of shall be disposed of by
a court of competent jurisdiction of the county in which the principal
office of the Corporation is then located, exclusively for such
purposes or to such organization or organizations, as such court shall
determine, that are organized and operated exclusively for such
purposes, unless no such corporation exists, and in such case any
assets not disposed of shall be distributed to a 501(c)(3) corporation
chosen by such court.
Section 2. NON-PARTISAN ACTIVITIES
The Corporation has been formed under the CNPBCL with the public
purposes described above, and it shall be nonprofit and nonpartisan.
Notwithstanding any other provision of these Bylaws:
(a) The Corporation shall not carry on any other activities not
permitted to be carried on (i) by a corporation exempt from
Federal income tax under 501 (c)(3) of the Internal Revenue Code
or (ii) by a corporation, contributions to which are deductible
under 170 (c)(2) of the Internal Revenue Code.
(b) No substantial part of the activities of the Corporation
shall be the carrying on of propaganda, or otherwise attempting
to influence legislation, and the Corporation shall be empowered
to make the election under 501 (h) of the Internal Revenue Code.
(c) The Corporation shall not participate in, or intervene in
(including the publishing or distribution of statements) any
political campaign on behalf of or in opposition to any
candidate for public office.
(d) No part of the net earnings of the Corporation shall inure
to the benefit of or be distributable to its members, directors,
trustees, officers, or other private persons, except that the
Corporation shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and
distributions in furtherance of the purposes set forth in the
Articles of Incorporation.
(e) In no event shall the Corporation be controlled directly or
indirectly by one or more "disqualified persons" (as defined in
4946 of the Internal Revenue Code) other than foundation
managers and other than one or more organizations described in
paragraph (1) or (2) of 509 (a) of the Internal Revenue Code.
ARTICLE IV: TRANSPARENCY
The Corporation and its subordinate entities shall operate to the
maximum extent possible in an open and transparent manner. The board
shall publish, at least annually, a report describing its activities
and including an audited financial statement. Minutes of Board,
Supporting Organization, Council and Committee meetings shall be made
publicly available, through the Internet and otherwise. The Board
shall post on a web page of the Corporation that is generally
accessible to the public (i) in advance of each Board meeting, a
notice of the fact and time that such meeting will be held and, to the
extent known, an agenda for the meeting, and (ii) after minutes of a
Board meeting are approved by the Board, copies of such minutes other
than minutes relating to personnel or employment matters, legal
matters, matters that the Corporation is prohibited by law or contract
from disclosing publicly and other matters that the Board determines
are not appropriate for public distribution. In addition, the Initial
Board shall investigate the development of additional policies and
procedures designed to provide information about, and enhance the
ability of interested persons to provide input to, the Board and
Supporting Organizations. Any such policies and procedures shall be
widely publicized by the Board in draft form, both within the
Supporting Organizations and on the Internet. Any such policies and
procedures may be adopted only after a process for receiving and
evaluating comments and suggestions has been established by the Board,
and after due consideration of any comments or suggestions received by
the Board.
ARTICLE V. 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 Board. Unless otherwise provided herein or by law,
the Board may act by a majority vote of Directors present at the
meeting, subject to the quorum requirements in Section 16 of Article
VI. Any references herein to a vote of the Board shall consider only
those members present at the meeting unless otherwise provided herein
by reference to "all of the members of the Board."
Section 2. FEES AND CHARGES
The Board shall set fees and charges for the services provided by the
Corporation. Each Supporting Organization shall propose a structure
of fees and charges with respect to matters within its scope (as
defined by the Board in its recognition of such Supporting
Organization), but all such fees and charges shall be set by the
Board, with the goal of full recovering the costs of the operation of
the Corporation.
Once a Supporting Organization described in Article VII has been
recognized by the Board, that Supporting Organization (through its
Council) shall have the primary responsibility to initiate any action
by the Board with respect to matters within the scope of the
Supporting Organization (as defined by the Board in its recognition of
such Supporting Organization) through proposals to the Board, and the
Board shall adopt any such recommendations or proposals of the
Supporting Organizations consistent with the standards set forth in
Article VII, Section 1 (c); provided that the Board may take any
action on its own initiative that it determines is required to carry
out the purposes of the Corporation, to comply with any applicable law
or to satisfy any legal duty of the Board or any Director (in his or
her capacity as a Director).
ARTICLE VI. STRUCTURE OF THE BOARD OF DIRECTORS
Section 1. INITIAL BOARD
The initial Board of Directors of the Corporation ("Initial Board")
shall consist of nine at large members, the president (when appointed)
and those directors that have been nominated in accordance with these
bylaws by any Supporting Organization(s) that is recognized by the
Board pursuant to Section 4(B) of Article VII. The At Large members
of the Initial Board shall serve until September 30, 1999, unless by a
two-thirds (2/3) vote of all the members of the Board that term is
extended for some or all of the at large members of the Initial Board
for an additional period, to expire no later than September 30, 2000.
The members of the Initial Board (other than the At Large members)
shall serve the terms specified in Section 8(D) of this Article. No
at large member of the Initial Board shall be eligible for additional
service on the Board until one year has elapsed following the end of
his or her term on the Initial Board.
Section 2. INITIAL BOARD MEMBERS SELECTED BY THE SUPPORTING
ORGANIZATIONS
Immediately upon the recognition of a Supporting Organization by the
Board pursuant to Section 4(B) of Article VII, 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.
Section 3. NUMBER OF DIRECTORS
The authorized number of Directors shall be no less than nine (9) and
no more than nineteen (19) unless changed by amendment to these Bylaws
by a two-thirds (2/3) majority vote of all the members of the Board.
Section 4. QUALIFICATION OF DIRECTORS AFTER THE INITIAL BOARD
A. Until and if this Section 4 is amended pursuant to Articles
XII or XIV, each Board after the Initial Board shall be comprised
as follows:
(a) Three (3) Directors nominated by the Address Supporting
Organization, as defined in Article VII;
(b) Three (3) Directors nominated by the Domain Name
Supporting Organization, as defined in Article VII;
(c) Three (3) Directors nominated by the Protocol
Supporting Organization as defined in Article VII;
(d) Nine (9) At Large Directors, selected pursuant to a
process to be established by a majority vote of all the
members of the Initial Board; and
(e) The person who shall be, from time to time, the
President of the Corporation.
B. The Initial Board shall establish a final composition formula
for those Boards following the Initial Board, and the means by
which Members of those Boards shall be selected.
Section 5. ADDITIONAL QUALIFICATIONS
Notwithstanding anything herein to the contrary, no elected or
appointed official of a national government or a multinational entity
established by treaty or other agreement between national governments
may serve as a Director.
Section 6. INTERNATIONAL REPRESENTATION
In order to ensure broad international representation on the Board, no
more than one-half (1/2) of the total number of At Large Directors
serving at any given time shall be from any one region, and no more
than two (2) of the Directors nominated by each Supporting
Organization shall be from any one region. [Regions to be mapped to
some existing definition; suggestions are solicited.]
Section 7. CONFLICT OF INTEREST
The Board, through a committee designated for that purpose, shall
require a statement from each Director not less frequently than once a
year setting forth all business and other affiliations which relate in
any way to the business and other affiliations of the Corporation.
Each Director shall be responsible for disclosing to the Corporation
any matter that could reasonably be considered to make such Director
an "interested director" within the meaning of Section 5233 of the
CNPBCL. In addition, each Director shall disclose to the Corporation
any relationship or other factor that could reasonably be considered
to cause the Director to be considered to be an "interested person"
within the meaning of Section 5227 of the CNPBCL. The Board may adopt
a policy specifically addressing Director and Officer conflicts of
interest. No Director shall vote on any matter in which he or she has
a material and direct interest that will be affected by the outcome of
the vote.
Section 8. ELECTION AND TERM
A. Directors shall be elected at each annual meeting of the
Board to hold office until the end of their terms pursuant to the
procedures described in this section. If an annual meeting is
not held or the Directors are not elected at the annual meeting,
they may be elected at any special meeting of the Board held for
that purpose. Each Director, including a member of the Initial
Board and a Director elected to fill a vacancy or elected at a
special meeting, shall hold office until expiration of the term
for which elected and until a successor has been elected and
qualified. Notwithstanding the foregoing, each time a person is
appointed as President of the Corporation, the Board shall, at
the time of such appointment, elect such person to the Board to
serve for as long as, but only as long as, such person holds the
office of President.
B. Each Supporting Organization shall (i) select the Board
members to be nominated by that Supporting Organization through a
process determined by the Supporting Organization and ratified by
the Board, and (ii) notify the Board and the Secretary of the
Corporation in writing of those selections at least 30 days prior
to the date on which the Board votes on such nominee(s). The
Board shall elect as Directors the persons properly nominated by
the Supporting Organizations.
C. At Large Board members other than those serving on the
Initial Board shall be elected by a process to be determined by a
majority vote of all members of the Initial Board.
D. The regular term of office of a Director (other than (i) the
person holding the office of President, who shall serve for as
long as, and only for as long as, such person holds the office of
President, and (ii) a member of the Initial Board, who shall
serve for the period specified in these bylaws) shall be three
(3) years. No Director may serve for more than two (2)
consecutive terms. Notwithstanding the foregoing, 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. Unless otherwise specified by the Board
pursuant to Section 4(B) of this Article, the terms of the first
At Large Directors elected to replace the At Large members of the
Initial Board shall be as follows: three such At Large Directors
shall serve a term of one (1) year, three such At Large Directors
shall serve a term of two (2) years, and three such At Large
Directors shall serve a term of three (3) years.
Section 9. RESIGNATION
Subject to Section 5226 of the CNPBCL, any Director may resign at any
time, either by oral tender of resignation at any meeting of the Board
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 11 of this Article.
Section 10. REMOVAL AND RECALL OF DIRECTOR
Any Director or Directors may be removed following notice and a
four-fifths (4/5) majority vote of all members of the Board; provided,
however, that the Director or Directors who are the subject of the
removal action shall not be entitled to vote on such an action or be
counted as a member of the Board when calculating the required
four-fifths (4/5) vote; and provided further, however, that in no
event shall a Director be removed unless such removal is approved by
not less than a majority of all members of the Board. A Director
nominated by a Supporting Organization can be recommended for recall
by that Supporting Organization through procedures adopted by that
Supporting Organization and ratified by the Board. Upon such
recommendation for recall, the Board shall vote to remove such
Director.
Section 11. VACANCIES
A vacancy or vacancies in the Board of Directors shall be deemed to
exist in the case of the death, resignation or removal of any
Director, if the authorized number of Directors is increased, if a
Supporting Organization shall fail to nominate its Directors (other
than Directors on the Initial Board) in accordance with Section 8 of
this Article, or if a Director has been declared of unsound mind by a
final order of court or convicted of a felony 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
Board of Directors shall be filled in accordance with Section 8 of
this Article at any meeting of the Board occurring after such vacancy.
A Director elected to fill a vacancy on the Board shall serve for the
unexpired term of his or her predecessor in office and until a
successor has been selected and qualified. The replacement need not
hold the office, if any, of the removed Director. No reduction of the
authorized number of Directors shall have the effect of removing a
Director prior to the expiration of the Director's term of office.
Section 12. ANNUAL MEETING OF THE BOARD OF DIRECTORS
Annual meetings of the Board will be held for the purpose of electing
Directors, Officers and for the transaction of such other business as
may come before the meeting. The first annual meeting will be held
the last week of September 1999 or on such other date as may be set by
the Board. Subsequent annual meetings shall be held as set by the
Board 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 Corporation shall be required to make
available at the place of any meeting of the Board the
telecommunications equipment necessary to permit members of the Board
to participate by telephone pursuant to Section 17 of this Article.
Section 13. REGULAR MEETINGS
Regular meetings of the Board will be held on dates to be determined
by the Board. In the absence of other designation, regular meetings
will be held at the principal office of the Corporation.
Section 14. SPECIAL MEETINGS
Special meetings of the Board may be called by or at the request of
one-quarter (1/4) of the members of the Board or by the Chairperson of
the Board or the President. A call for a special meeting will be made
in writing by the Secretary of the Corporation. In the absence of
designation, special meetings will be held at the principal office of
the Corporation.
Section 15. NOTICE OF MEETINGS
Notice of time and place of all meetings will be delivered personally
or by telephone or by electronic mail to each Director, or sent by
first-class mail (air mail for addresses outside the United States) or
facsimile, charges prepaid, addressed to each Director at the
Director's address as it is shown on the records of the Corporation.
In case the notice is mailed, it will be deposited in the United
States mail at least fourteen (14) days before the time of the holding
of the meeting, and the Secretary of the Corporation shall cause each
Director to be notified by telephone or electronic mail within four
(4) days after the notice is mailed. In case the notice is delivered
personally or by telephone or facsimile or electronic mail it will be
delivered personally or by telephone or facsimile or electronic mail
at least seven (7) days before the time of the holding of the meeting.
Notwithstanding anything in this Section 15 to the contrary, notice of
a meeting need not be given to any Director who signed a waiver of
notice or a written consent to holding the meeting or an approval of
the minutes thereof, whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such Director. All such waivers,
consents and approvals shall be filed with the corporate records or
made a part of the minutes of the meetings.
Section 16. QUORUM
At all meetings of the Board, a majority of the total number of
Directors then in office shall constitute a quorum for the transaction
of business, and the act of a majority of the Directors present at any
meeting at which there is a quorum shall be the act of the Board,
unless otherwise provided herein or by law. If a quorum shall not be
present at any meeting of the Board, the Directors 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 Directors not at the meeting at the
time of the adjournment. Notwithstanding the foregoing, a quorum
shall not be less than one-third (1/3) of the number of authorized
Directors.
Section 17. ACTION BY TELEPHONE MEETING
Members of the Board or any Committee of the Board may participate in
a meeting of the Board or Committee of the Board 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.
Section 18. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board or a
Committee of the Board 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 Board.
Section 19. ELECTRONIC MAIL
Communication by electronic mail shall be considered equivalent to any
communication otherwise required to be in writing, except a written
consent authorized by Section 18 of this Article. The Corporation
shall take such steps as it deems appropriate under the circumstances
to assure itself that communications by electronic mail are authentic.
Section 20. RIGHTS OF INSPECTION
Every Director shall have the right at any reasonable time to inspect
and copy all books, records and documents of every kind except where
confidentiality would be violated, and to inspect the physical
properties of the Corporation.
Section 21. COMPENSATION
The Directors shall receive no compensation for their services as
Directors. The Board may, however, authorize the reimbursement of
actual and necessary expenses incurred by Directors performing duties
as Directors.
ARTICLE VII. SUPPORTING ORGANIZATIONS
Section 1. POWERS
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.
B. Each Supporting Organizations 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 have the primary
responsibility for proposing policies and procedures regarding
those matters within their individual scope (as defined by the
Board in its recognition of each such Supporting Organization).
Any such proposals forwarded to the Board by a Supporting
Organization shall be simultaneously transmitted to all other
Supporting Organizations so that they may comment to the Board on
such proposals. The Board shall approve policies and procedures
proposed by a Supporting Organization if the Board finds that the
proposed policies or procedures (1) comply with the Articles and
Bylaws, (2) were arrived at through fair and open processes, and
(3) further the purposes of the Corporation. If the Board
declines to approve any such proposals of a Supporting
Organization, it shall return the proposals to the Supporting
Organization for further consideration, along with an explanation
of the reasons it declines to approve the proposals. If, after
reasonable efforts, the Board does not receive a proposal from a
Supporting Organization that it finds acceptable, the Board may
amend or modify and then approve a specific proposal by majority
vote.
Section 2. RESPONSIBILITY FOR FUNDING
The Supporting Organizations shall constitute the primary funding
sources for the Corporation in accordance with policies established by
the Initial Board, which policies may be amended from time to time by
the Board.
Section 3. QUALIFICATION FOR MEMBERSHIP IN A SUPPORTING
ORGANIZATION
The Board shall review and ratify any qualifications for membership
adopted by each of the Supporting Organizations, to the extent
consistent with the purposes of the Corporation and its Articles and
Bylaws and the purposes of the Supporting Organization. Any entity or
organization that wishes to participate in a Supporting Organization
may do so provided it meets the minimum qualifications adopted by the
Supporting Organization and ratified by the Board. Each entity or
organization that qualifies to participate in a given Supporting
Organization shall designate one individual as its representative.
The Initial Board shall, together with the Supporting Organizations,
consider whether there is a practical way to permit individual
memberships or other forms of individual participation in the
Supporting Organizations and, in its sole discretion after
consultation with the Supporting Organizations, may amend these Bylaws
to permit such individual memberships or other participation if it
finds that would advance the purposes of the Corporation.
Section 4. DESCRIPTION AND QUALIFICATIONS
A. There shall at least be the following Supporting Organizations:
(i) The Address Supporting Organization shall be composed of
representatives from regional Internet address registries
and other entities with legitimate interests in these
issues, as determined by the Address Supporting Organization
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 generic/global and country-code top-level
domains ("TLDs") and other entities with legitimate
interests in these issues, as determined by the Domain Name
Supporting Organization and approved by the Board. The
Domain Name Supporting Organization shall create a Names
Council to make recommendations regarding top level
(generic/global and country-code) domains, 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
other entities with legitimate interests in these issues, as
determined by the Protocol Supporting Organization 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 numbers, port numbers and other technical
parameters and other related subjects.
B. The Board shall review the application of any entity that
seeks to be recognized as one of the Supporting Organizations
referred to in Section 4(A) of this Article VII, and shall
approve such application if it finds that it has been organized
in accordance with these Bylaws and that Its recognition would be
in the best interest, and serve the purposes, of the Corporation.
ARTICLE VIII: COMMITTEES
Section 1. COMMITTEES GENERALLY
A. The Board may establish one or more committees. 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 Director
or Directors are the subject of the removal action, such Director
or Directors 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 Director 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:
(1) The filling of vacancies on the Board or on any
committee;
(2) The amendment or repeal of Bylaws or the adoption of
new Bylaws;
(3) The amendment or repeal of any resolution of the Board
which by its express terms is not so amendable or
repealable;
(4) The appointment of committees of the Board or the
members thereof;
(5) The expenditure of corporate funds to support a nominee
for Director after there are more people nominated for
Director than can be elected; or
(6) The approval of any self-dealing transaction, as such
transactions are defined in Section 5233(a) of the
CNPBCL.
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 VI 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 Directors may be appointed to a Committee of the Board. If a
person appointed to a Committee of the Board ceases to be a Director,
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
Directors. The Board may designate one or more Directors 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 appoint one or more Advisory Committees. Advisory
Committee membership may consist of Directors only, Directors and
nondirectors, or nondirectors 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.
Section 4. TERM OF OFFICE
The chairperson 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
The Board Shall not authorize compensation for service as a member of
a committee except by a two-thirds (2/3) vote of all members of the
Board, but in any event no such compensation shall be authorized for a
Director. The Board may, however, authorize the reimbursement of
actual and necessary expenses incurred by committee members, including
Directors, performing their duties as committee members.
ARTICLE IX: OFFICERS
Section 1. OFFICERS
The officers of the Corporation will be Chairperson of the Board, a
President (who will serve as Chief Executive Officer), a Chief
Technology Officer, a Vice President, a Secretary, and a
Treasurer/Chief Financial Officer. The Corporation may have also have
at the discretion of the Board, a Vice Chairperson, a General Counsel,
one or more additional Vice Presidents, one or more additional
Assistant Secretaries, and one or more Assistant Treasurers. Any
person may hold more than one office, except that neither the
Chairperson of the Board nor the President may serve concurrently as
the Secretary or the Treasurer/Chief Financial Officer.
Section 2. ELECTION OF OFFICERS
The officers of the Corporation will be elected annually by the Board,
and each 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 Director until such time as a successor for the office has been
elected.
Section 4. CHAIRPERSON OF THE BOARD
The Chairperson of the Board shall preside at all meetings of the
Board, shall have the usual powers of a presiding officer and shall
have such other duties as may be prescribed by the Board.
Section 5. PRESIDENT
The President will be the Chief Executive Officer ("CEO") of the
Corporation in charge of all of its activities and business. 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 shall submit to the Board the
annual budget of the Corporation for the next fiscal year at least
three (3) months prior to the commencement of the fiscal year. 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 6. 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 7. 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 8. CHIEF TECHNOLOGY OFFICER
The Chief Technology Officer shall advise the Board and the President
on engineering and other technical issues related to the matters which
they consider.
Section 9. ASSISTANT OFFICERS
Officers and Assistant Officers, in addition to those hereinabove
described, 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 10. 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 X: INDEMNIFICATION OF DIRECTORS, 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 reasonable 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 Director, Officer, employee or any other agent of the
Corporation; or is or was serving at the request of the Corporation as
a Director, 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 a such, whether or not this
Corporation would have the power to indemnify the agent against that
liability under the provisions of this Article.
ARTICLE XI: 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: Chairperson of the Board,
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 Directors or Officers.
ARTICLE XII: ACCOUNTING YEAR AND TAX AUDIT
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 CFO 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. The annual report and annual
statement will also be made publicly available, on the Internet and
otherwise.
ARTICLE XIII: AMENDMENTS
The 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, except as provided in Article XIV below.
These Bylaws will be reviewed at least annually, or more often if
deemed necessary.
ARTICLE XIV: INTENT
These Bylaws are intended to be transitional in nature and to aid in
the initial governance of the Corporation. The Initial Board, acting
by a vote of a majority of all the members of the Board, shall review
and revise these Bylaws as it considers appropriate by October 1,
1999, provided that this deadline may be extended to October 1, 2000
by a vote of a majority of all the members of the Board, and provided
further that these Bylaws shall remain in full force and effect until
such time as they are amended or replaced.
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This archive was generated by hypermail 2b29 : Sun Jan 30 2000 - 03:22:34 PST