-----Forwarded message from Jon Postel <postel@ISI.EDU>-----
Date: Fri, 17 Jul 1998 15:16:55 -0700 (PDT)
From: Jon Postel <postel@ISI.EDU>
Message-Id: <199807172216.PAA11648@boreas.isi.edu>
To: iana-announce@ISI.EDU
Subject: IANA By Laws Proposal for Discussion
X-Sun-Charset: US-ASCII
Cc: postel@ISI.EDU, iana@ISI.EDU
Sender: owner-iana-announce@ISI.EDU
Precedence: discussion
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Hello:
The Internet Assigned Numbers Authority (IANA) is pleased to welcome
you to this list of 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.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
A BY LAWS PROPOSAL FOR DISCUSSION
After receiving many suggestions to consolidate the principles in the
earlier discussion drafts that IANA has issued, the following is a set
of draft bylaws for a new organization that essentially put in legal
form the principles contained in the earlier documents. These are
offered as an aid to further discussion and comment, and not intended
to reflect anything other than the principles previously set forth.
Comments and suggestions on all aspects of this document are welcomed
and encouraged. IANA would expect to issue new drafts based on the
comments received directly and the results of the discussions at the
Geneva and subsequent meetings.
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 Nonprofit Public Benefit
Corporation Law.
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 California Nonprofit Public
Benefit Corporation Law ("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: STRUCTURE
Section 1. 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 13 of this Article. 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."
[TWO ALTERNATIVE PROVISIONS WITH RESPECT TO THE INITIAL BOARD ARE
PRESENTED BELOW. THE FIRST CALLS FOR THE INITIAL BOARD TO SERVE A
FIXED TERM, AND FOR THAT TERM TO END UPON THE ELECTION OF THE FIRST
PERMANENT BOARD. THIS EMPHASIZES THE INTERIM NATURE OF THE INITIAL
BOARD, BUT RESULTS IN NO CONTINUITY BETWEEN THE INITIAL BOARD AND THE
FIRST PERMANENT BOARD. THE SECOND ALTERNATIVE PRESENTED CALLS FOR
STAGGERED TERMS FOR THE INITIAL BOARD, TO ALLOW A GRADUAL TRANSITION
AND EMPHASIZES CONTINUITY. REASONABLE ARGUMENTS COULD BE MADE FOR
EITHER APPROACH, AND THUS BOTH ARE SET FORTH HERE WITH THE INTENTION OF
PROMPTING A DISCUSSION OVER THE RELATIVE MERITS OF EACH APPROACH. OF
COURSE, AS IS THE CASE WITH THIS ENTIRE DOCUMENT, DIFFERENT APPROACHES
ARE ALSO SOLICITED.]
Section 2. INITIAL BOARD OF DIRECTORS
Alternative A.
The Initial Board of Directors of the Corporation ("Initial Board")
shall consist of no fewer than five and no more than 15 directors. It
shall serve for a single term of one (1) year, unless the Initial Board
shall vote by a two-thirds (2/3) majority vote of all the members of the
Board to extend the term of the Initial Board for an additional period of
no more than six (6) months. No member of the Initial Board shall be
eligible for election to the Board following his or her term on the Initial
Board
Alternative B.
The Initial Board of Directors of the Corporation ("Initial Board")
shall consist of no fewer than five (5) and no more than 15 directors. It
shall serve for a single term of one (1) year, unless the Initial Board
shall vote by a 2/3 majority to extend the term of the Initial Board for an
additional period of no more than six (6) months. At such time of the end
of the Initial Board's term, five (5) of the then existing members of the
Initial Board will remain as members of the successor Board ("Temporary
Board Members") for one (1) additional year (or such shorter time as the
Board shall determine by majority vote), with full voting rights and all
the powers and obligations of the new members of the successor Board. The
identity of the Initial Board members who will fill the Temporary Board
Member positions will be determined by the Board.
[THE RESOLUTION OF THE INITIAL BOARD TERM ISSUES WILL IMPACT CERTAIN OF
THE FOLLOWING PROVISIONS. FOR EASE OF DRAFTING, THE FOLLOWING PROVISIONS
WILL ASSUME THAT ALTERNATIVE A IS EVENTUALLY SELECTED. IF SOME DIFFERENT
PROVISION IS SELECTED, THE NECESSARY ADJUSTMENTS WILL HAVE TO BE MADE.]
Section 3. NUMBER AND QUALIFICATION OF DIRECTORS AFTER THE
INITIAL BOARD
The authorized number of Directors shall not be less than nine (9) nor
more than seventeen (17) unless changed by amendment to these Bylaws by a
two-thirds (2/3) majority vote of all the members of the Board. The
authorized number of Directors shall be fifteen (15) until changed as
provided in this Section. 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 V;
(b) Three (3) Directors nominated by the Domain Name
Supporting Organization, as defined in Article V;
(c) Three (3) Directors nominated by the Protocol Supporting
Organization as defined in Article V; and
(d) Six (6) Directors nominated by the Internet
Industry/User Supporting Organization, as defined in Article
V.
In the event that any Supporting Organization entitled to nominate
Directors should cease to exist, the Board may either (i) create one or
more Supporting Organizations and solicit nominees from those Supporting
Organizations, or (ii) solicit nominees from the existing Supporting
Organizations sufficient to fill any vacancies in the Board.
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 shall
be a Director.
In order to ensure equitable representation of all regions, no more than
one-half (1/2) of the total number of all Directors serving at any given
time shall be from any one region. [DEFINITION OF REGION REQUIRED HERE]
[SUGGESTIONS AS TO EXACTLY HOW THIS REQUIREMENT SHOULD BE IMPLEMENTED ARE
SOLICITED.]
Section 4. CONFLICT OF INTEREST
The Board, through a committee designated for that purpose, shall
require not less frequently than once a year a statement from each Director
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 5. ELECTION AND TERM
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. Prior to
elections, the Board shall solicit candidates from each Supporting
Organization with an open position on the Board. The Supporting
Organizations shall provide to the Board a slate of candidates for
consideration that includes at least twice as many candidates as there are
open positions on the Board for that Supporting Organization. Nominated
candidates should represent the broad and diverse interests of the Internet
community, including but not limited to, address registries, protocol and
domain name registries, domain name registrars, the technical community,
Internet users, and geographic diversity. The Board shall elect the
Directors from the slate of candidates that are nominated by each of the
Supporting Organizations that are entitled to fill an open position on the
Board; provided, however, that after any such election the number of
Directors from each Supporting Organization shall not be greater than as
set forth in Section 3 of this Article.
The regular term of office of a Director other than a member of the
Initial Board shall be three (3) years. Any Directors may serve additional
terms provided that the total years of continuous service shall not exceed
six (6). Notwithstanding the foregoing, the terms of the Directors serving
on the first Board elected after the Initial Board shall be as follows:
five Directors (one nominee of the Address Supporting Organization, one
nominee of the Domain Name Supporting Organization, one nominee of the
Protocol Supporting Organization, and two nominees of the Industry/User
Supporting Organization) shall serve a term of one (1) year; five Directors
(one nominee of the Address Supporting Organization, one nominee of the
Domain Name Supporting Organization, one nominee of the Protocol
Organization, and two nominees of the Industry/User Supporting
Organization) shall serve a term on two (2) years; and five directors (one
nominee of the Address Supporting Organization, one nominee of the Domain
Name Supporting Organization, one nominee of the Protocol Supporting
Organization, and two nominees of the Industry/User Supporting
Organization) shall serve a term of three (3) years.
Section 6. 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
therefor, and, unless otherwise specified, the acceptance of such
resignation shall not be necessary to make it effective. If the
resignation of a Director is effective at a future time, the Board may
elect a successor to take office as of the date when the resignation
becomes effective. The successor shall be elected pursuant to Section 7 of
this Article.
Section 7. REMOVAL OF DIRECTOR
Any Director 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.
Section 8. 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 slate of candidates in accordance
with Section 5 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 will be filled by a majority vote of all members of the Board. A
Director appointed 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 successor shall be elected from a
slate of candidates nominated by the Supporting Organization represented by
the predecessor Director, unless the vacancy is created with respect to a
member of the Initial Board or by the failure of a Supporting Organization
to nominate its slate of Directors pursuant to Section 5 of this Article,
in which case the Board shall elect another Director by majority vote of
all members of the Board. 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 9. 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 14 of this Article.
Section 10. REGULAR MEETINGS
Regular meetings of the Board will be held at least semi-annually, on
dates to be determined by the Board. In the absence of designation,
regular meetings will be held at the principal office of the Corporation.
Section 11. 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 12. 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 12 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 13. 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-fifth
(1/5) of the number of authorized Directors.
Section 14. 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 hear one another. Participation in a
meeting pursuant to this Section constitutes presence in person at such
meeting.
Section 15. 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 16. 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 15 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 17. 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 18. 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.
Section 19. Transparency
The Corporation and the Supporting Organizations shall operated to the
maximum extent possible in an open and transparent manner.
ARTICLE V: SUPPORTING ORGANIZATIONS
Section 1. POWERS
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, or remove existing,
Supporting Organizations by a two-thirds (2/3) majority vote of all members
of the Board. The Supporting Organizations shall be responsible for
nominating Directors for election to the Board and for proposing policies
and procedures regarding the governance and operation of the Corporation as
well as the general Internet infrastructure. Any 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 the Supporting Organizations subject to review for (1)
compliance with the articles and Bylaws, (2) compliance with fair and open
processes for generating the proposals, and (3) absence of unresolved
conflicts between Supporting Organizations. The Supporting Organizations
also shall constitute the primary funding sources for the Corporation in
accordance with policies established by the Board.
Section 2. QUALIFICATION FOR MEMBERSHIP IN A SUPPORTING ORGANIZATION
The Board, by a two-thirds (2/3) majority vote of all members of the
Board, shall develop and adopt the minimum qualifications for membership in
each of the Supporting Organizations. These qualifications may be amended
from time to time by a two-thirds (2/3) majority vote of all the members of
the Board. Any entity or organization that wishes to participate in a
Supporting Organization may do so provided it meets the minimum
qualifications developed by the Board and any additional qualifications
adopted by the Supporting Organization and approved by the Board. Each
Supporting Organization shall have the right to adopt qualifications for
membership in that organization, subject to approval by the Board to insure
that they are no more restrictive than necessary. Except where stated
above, each entity or organization that qualifies to participate in a given
Supporting Organization shall designate one individual as its
representative. The Supporting Organization shall establish procedures to
determine the nominees for such Supporting Organization's open positions on
the Board. The Supporting Organization shall provide its nominations to
the Board at least 60 days prior to the date on which the Board vote to
fill such positions will occur.
Section 3. DESCRIPTION AND QUALIFICATIONS
There shall at least be the following Supporting Organizations:
(a) The Address Supporting Organization shall be composed of
representatives from regional Internet address registries and other
entities or individuals with legitimate interests in these issues, as
determined by the Address Supporting Organization and approved by the
Board. Until such time as there are additional members in the Address
Supporting Organization, Directors representing this Supporting
Organization shall by nominated by the American Registry for Internet
Numbers ("ARIN"), the Asia Pacific Network Information Center ("APNIC")
and Reseaux IP Europeens ("RIPE-NCC"). The Address Supporting
Organization shall create an Address Council to make recommendations
relating to the assignment of Internet addresses;
(b) 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 relating
to top level (generic/global and country-code) domains, including
operation, assignment and management of the domain name system;
(c) The Protocol Supporting Organization shall be composed of
representatives from Internet protocol organizations. Until such time as
there are additional members in the Protocol Supporting Organization,
Directors representing this Supporting Organization shall be nominated by
the Internet Architecture Board. The Protocol Supporting Organization
shall create a Protocol Council to make recommendations relating to the
management of protocol numbers, port numbers and other technical
parameters; and
(d) The Industry/User Supporting Organization shall be composed
of representatives of organizations that represent Internet users. The
Industry/User Supporting Organization shall create an Industry/User Council
to make recommendations relating to the advancement of the purposes and
capabilities of the Internet, the needs of Internet users, and other
matters concerning the use of the Internet.
ARTICLE VI: 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 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
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 fixing of compensation of the Directors for serving
on the Board or on any committee;
(3) The amendment or repeal of Bylaws or the adoption of new
Bylaws;
(4) The amendment or repeal of any resolution of the Board
which by its express terms is not so amendable or repealable;
(5) The appointment of committees of the Board or the
members thereof;
(6) The expenditure of corporate funds to support a nominee
for Director after there are more people nominated for
Director than can be elected; or
(7) 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 IV 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 may authorize compensation for service as a member of a
committee, but 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 VII: 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, 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 of the Corporation
in charge of all of its activities and business. The President shall be
entitled to attend any meeting of the Board, and shall receive notice of
such meeting in accordance with Article IV, Section 12 of these Bylaws, 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. VICE PRESIDENTS
Each Vice President, however titled, shall perform such duties and
services and shall have such authority and responsibility as shall be
assigned to or required from time to time by the President or the Board.
Section 7. 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 8. 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 the Corporation's funding sources,
including recommending assessments of Supporting Organizations and other
solicitations of funds. The CFO shall be responsible for all other matters
relating to the financial operation of the Corporation.
Section 9. 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 10. 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 11. 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 VIII: 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 IX: 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
Subject to Article V hereof, 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 X: 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.
ARTICLE XI: 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. These Bylaws will be reviewed at least annually,
or more often if deemed necessary.
ARTICLE XII: INTENT
These Bylaws are intended to be transitional in nature and to aid in
the initial governance of the Corporation. These Bylaws are intended to be
amended or replaced by the Board within one (1) year after their adoption;
provided, however, that these Bylaws shall remain in full force and effect
until such time as they are amended or replaced.
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-----End of forwarded message-----
-- Kent Crispin, PAB Chair "No reason to get excited", kent@songbird.com the thief he kindly spoke... PGP fingerprint: B1 8B 72 ED 55 21 5E 44 61 F4 58 0F 72 10 65 55 http://songbird.com/kent/pgp_key.html