From: Jeff Williams <jwkckid1@ix.netcom.com>
To: DNS Policy <dnspolicy@ntia.doc.gov>
Date: 10/5/98 2:01pm
Subject: INEG. INC. Proposal Bylaws Proposal for the ICANN

All,

Attached is a Text Version of our (INEG. INC.) proposals for bylaws for the ICANN. This is an effort determined by some 24,000 different Stakeholders, users, and other interested parties and was arrived at by unanimous vote of all of these groups, individuals, Users, and Stakeholders.

It is our hope that this proposal will be received in the light that it is intended, that of being honestly concerned with the current IANA proposal in it's current form does not meet the requirements of the White Paper put out by the NTIA, and is not in the best interest of the vast majority of the Stakeholders. Nor is it our unanimous belief that the security or integrity of the Internet can possibly be met by the IANA's Draft-5 Bylaws proposal. For these reasons we have made a huge effort, and at great expense, to provide for what we collectively believe is a better alternative.

Please review these Articles in this Bylaws proposal with all due reasonable consideration. The attached file name is (INEGBYLS.TXT).

Thank you for your time and consideration.
--
Jeffrey A. Williams
DIR. Internet Network Eng/SR. Java/CORBA Development Eng.
Information Network Eng. Group. INEG. INC.
E-Mail jwkckid1@ix.netcom.com

CC: IFWP IFWP ORG <list@ifwp.org>

INEG INC. Official response and proposed changes and/or amendments to the IANA 5th Draft of the bylaws.

Note: Most of the points that we are recommending amendment or change entirely are either in part or compellably in agreement with what the IFWP consensus that had been reached at the IFWP conferences. Please bare this in mind when reading these submitted recommendations to this draft.

Taken from:

DRAFT BYLAWS FOR INTERNET CORPORATION

FOR ASSIGNED NAMES AND NUMBERS

A California Nonprofit

Public Benefit Corporation

Comment: The previous Article I, entitled "Purposes,"

and the previous Article III, entitled "Scope of

Activities," were deleted as unnecessary and

duplicative of language already present in the Articles

of Incorporation.

ARTICLE II: MEMBERSHIP

This Article should be included as part of the bylaws from the very beginningof the ICANN in keeping with the mandate of the White Paper, the consensus of the IFWP conferences, and the draft bylaws proposal which NSI posted some several weeks ago based on the IFWP consensus reached at conferences.

Membership, especially Individual membership that is not encumbered by excessive membership fees provides the only true mechanism for accountability of the board and council directors to the stakeholders and user community. For this overriding reason it is our contention that without a membership organization that includes individual membership on an equal status with Supporting Organization membership there is too much opportunity for abuse of authority by the Board of Directors.

ARTICLE II Proposal.

Be it known that all of the internet community have the possibility of  becoming members of the ICANN on an equal basis with support organizations in all facets of the management of any and all resources here within these bylaws articles. That every internet user, is by definition a stakeholder regardless of age, race, creed or previously present condition of servitude. The they have the unabridged right of their vote on an equal status and position as long as they are members that can and should be exercised on any and all resolutions or  otherwise considerations the the Board of Directors,councils, committees or other temporary or permanent bodies which are or may become part of the ICANN now or in the future.

1.) Membership requirements (Individuals)

(a). All individuals that have an E-Mail address or a DN registered in

their name or the name of their employer shall be qualified

to become a member of the ICANN with equal an full voting

rights immediately upon joining the ICANN.

(b) Membership dues shall be free for all members that are under

the age of 18 years. They should have full voting rights

however. Upon turning the age of 18 years to maintain their

membership will be required.

(c) Membership dues shall not exceed $50 US for one year or

a lifetime membership cost of $1000.

(d) Membership dues can only be changed by a 2/3 (Two thirds)

majority vote of the membership, and will apply to the following year

of the change.

(e) Members should have the right to submit proposals to the board in

a predetermined form for consideration by all of the membership by

majority vote and cannot be overridden by the board.

(f) Any and all resolutions and/or other considerations that will or could have

and impact on the creation of TLD's, allocation of IP addresses,

introduction of protocols, definition of additional Supporting

organizations of addition thereof, definition of any DNS issues

other than TLD's, or addition or processes of RIR's should be

subject to Membership vote in a simple majority before enactment.

ARTICLE III: TRANSPARENCY AND PROCEDURES

First we would like to express that this "Comment" as to transparency is in and of itself in this language not any level or true transparency in our opinion. It leaves a definition of "Transparency" compellably in the hands of the board without and mechanism for accountability to the Internet community. This is primarily due to the lack of a Membership Organization and in particular Individual members.

Section 1. GENERAL

The Initial Board along with the Supporting Organizations should jointly develope with input from the Membership in resolution form, provide a general Transparency and ethics statement. There should be several (At least 3)  resolutions form which the membership may vote upon. This voting ability must be made available as an secure voting application available on the ICANN web site (Known as the Web site). Any and all Board members and supporting directors and/or members must provide and E-Mail address for each member, and toll free direct phone number by which members may contact these members directly. In addition there must be a E-Mail list for the ICANN by which comments can be submitted as well.

Section 2. ACCESS TO INFORMATION

The Board shall publish, at least quarterly, a report describing its activities and including an audited financial statement and describing any payments made by the Corporation to Directors (to include andy and all reimbursements of expenses). All minutes of meetings of the Board, Supporting Organizations (and any councils thereof) and Committees shall be made publicly available immediately without approval by the Board on the Web Site and otherwise. Minutes shall be made available immediately without approval by the Board; provided, however, that minutes relating to personnel or employment matters, (to the extent the Board determines is necessary or appropriate to protect the interestsof the Corporation), matters that the Corporation is prohibited by law or contract from disclosing publicly and other matters. Complected disclosure of all legal matters will be made publicly available on the ICANN web site as to meet full disclosure to the membership.

Section 4. BOARD RECONSIDERATION

Any and all policies for reconsideration should require membership approval by majority or super majority vote (2/3). These policies and procedures should be developed by the Supporting Organizations and than submitted to the membership for a majority vote in order to establish a standard for the corporation. This should also apply to business behavior of board members as well as directors of supporting organizations. Independent legal review of these policies and procedures should be done prior to membership voting upon them for passage. Any changes to these policies and/or procedures will require a 2/3 vote by the membership prior to enactment.

ARTICLE IV: POWERS

Section 1. GENERAL POWERS

(a) That any and all powers that the Board may have or require, must

first be approved by the Membership by majority vote.

That this vote must take place within 60 days of submittal or consideration

in order to provide for some debate to transpire in order for the Board

of Directors to clarify their recommendation.

I

(b) That the ICANN have the ability to take over any DNS registry should their

be a business failure in the case of a registry to assume that registrys

functions. In addition the the ICANN have the ability to alternatively be able

to allocate IP addresses for any RIR and that this be an option to any party

requesting IP addresses. That the ICANN from within the relative Supporting

organization develope methods and procedures with the commercial or

non-commercial interests within the Internet community the ability to

"Rescue" any Root Server or RIR, of any function there unto pertaining

to a Root Server operator or an RIR or LIR should it become known

or considered that that RIR or LIR or Root server operator is operating

or conducting their responsibilities in a manner that is not in the best interests

of the User community. That a bi-annual in depth revise of these RIR's, LIR's

and Root Server operators take place based on some established procedures that are

developed or already in existence by the relevant Supporting Organizations and

approved by the Membership by majority vote. Membership participation should

be highly encouraged and utilized in developing these Operation standards as well.

(c) That a Hearing Board be convened regarding any disputes as to the practices

or procedures of any particular party or organization. That this Hearing Board

be headed by the President of ICANN or the DIrector of the SO in which this

or any particular dispute partaines to if appropriate. That the members of this

Hearing Board consist of randomly selected members of the membership

organization for each incident as they become apparent. That the results of

this Hearing Board be presented to the membership be presented along with a

statement of their decision which must be decided by a unanimous vote of

this Hearing Board to be made up of 12 members for each incident.

ARTICLE V: 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. (and the president be elected initially) and those directors that have made their nomination publicly known on the (web site and by E-Mail)accordance with these bylaws by Membership Organization. That they be elected by the membership organization and the Supporting Organization(s) by majority vote. Article VI. 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 Membership Organization 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.

Section 2. INITIAL BOARD MEMBERS ELECTED BY THE SUPPORTING

ORGANIZATIONS AND THE MEMBERSHIP ORGANIZATION

Immediately upon the VOTE of the Membership of a Supporting Organization by

the Membership Organization pursuant to amended Section 3(b) of Article VI, the

Board shall request that such Supporting Organization submit for nomination, three persons to be directors. Upon receipt of such nominations, the Membership Organization and the Supporting Organization shall elect such persons as members of the Initial Board.

Section 3. NUMBER OF DIRECTORS AND ELECTION OF CHAIR

(a) The authorized number of Directors shall be no less than nine

(9) and no more than nineteen (19).

(b) The Membership shall elect a Chair from among the Directors,

including the President.

Section 4. QUALIFICATION OF DIRECTORS AFTER THE INITIAL BOARD

(a) Each Board after the Initial Board shall be comprised as

follows:

(i) Three (3) Directors nominated by the Address Supporting

Organization and the Membership Organization, as defined in

Article VI;

(ii) Three (3) Directors nominated by the Domain Name

Supporting Organization and the Membership, as defined in

Article VI;

(iii) Three (3) Directors nominated by the Protocol

Supporting Organization and the Membership Organization

as defined in suggested amended Article VI;

(iv) Nine (9) At Large Directors, elected pursuant to a

by a majority vote of all the Membership Organization and the

Support organization(s) of the Initial Board; and

(v) The person who shall be, initially, the

President of the Corporation.

The Initial Board, after soliciting and considering

suggestions from all interested parties, and after widely

publicizing through the Internet and otherwise its tentative

conclusions and considering comments thereon, and taking into

consideration the principles of balanced international

representation set forth in suggested amended Section 6 of this Article V,

shall, under the Initial Boards supervision call for an election of the

permanent Board, SUpporting Organizations Directors. That this election

shall be done via E-Mail or directly voting form to be faxed into a

specified fax facility or can be mailed in via a form to be sent to all members

of the Membership Organization ant that such election shall be completed

no later than 30 days after announced date to be announced via E-Mail to

all members and posted on the corporate (Web Site).

Section 5. ADDITIONAL QUALIFICATIONS

Notwithstanding anything herein to the contrary, no official of a

national government or a multinational entity established by

treaty or other agreement between national governments may serve

as a Director. As used herein, the term "official" means a person

(a) who is elected by citizens of a nation or (b) who is employed

by such government or multinational entity and whose primary

function with such government or entity is to develop or

influence governmental or public policies.

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 residents of

any one Geographic Region, and no more than two (2) of the

Directors nominated by each Supporting Organization shall be

residents of any one Geographic Region. As used herein, each of

the following shall be a "Geographic Region": Europe;

Asia/Australia/Pacific; South America/Central America/Caribbean

Islands; Africa; North America; Elsewhere. This Section shall be

reviewed by the Board from time to time (but at least every three

years) to determine whether any change is appropriate.

Internet may change dramatically over time; for

example, should India or China see their proportion of

Internet usage even begin to approach their proportion

of the worlds population, these regional descriptions

may have to be adjusted to reflect those changes. The

Board remains free to adjust the specifics of this

Section if necessary to meet the stated objective.

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 California Nonprofit Public

Benefit Corporation Law ("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. DUTIES OF DIRECTORS

Directors 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 Supporting

Organizations, employers or any other organizations or

constituencies.

Section 9. ELECTION AND TERM

(a) Directors shall be elected at each annual meeting of the

Membership to hold office until the end of their terms pursuant to the

suggested amended 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 members 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 elected by the membership

as President of the Corporation, the Board shall, at the time of

such election, 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 and the Membership shall (i) elect the Board

members to be nominated by that Supporting Organization through a

process determined by the Supporting Organization Membership

organization. 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 membership votes on such nominee(s). The

Membership 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 majority vote of all members,

following solicitation of input from all interested parties and

consideration of all such suggestions. At a minimum, such a

process shall consist of nominations from Internet users,

industry participants, and organizations.

(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) 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.

(e) Resources of the Corporation will not be expended in support

of any nominees campaign.

Section 10. 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 (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 11. REMOVAL OF A DIRECTOR

Any Director or Directors may be removed following notice and a

three-fourths (3/4) 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 three-fourths (3/4) 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 removal by that Supporting

Organization through procedures adopted by that Supporting

Organization and ratified by the Board. Upon such recommendation

for removal, the Board shall vote to remove such Director. If the

Board seeks to remove more than one Director nominated by a

Supporting Organization or more than one At Large Director within

a four-month period, the Board must show reasonable cause for its

action.

Comment: The vote required to remove a Director was

changed from four-fifths to three-fourths in response

to various suggestions that the majority required was

impractical. A three-fourths majority seems large

enough to protect against arbitrariness, but still low

enough that it is conceivable that it could be used in

an appropriate case.

Section 12. 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 9 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 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 Board of Directors shall be

filled in accordance with Section 9 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

Directors term of office.

Comment: Language was added to reflect the fact that

not all jurisdictions use the term felony to describe a

serious crime.

Section 13. ANNUAL MEETING OF THE BOARD OF DIRECTORS

Quarterly meetings of the Board will be held for the purpose of

oversight of the electing Directors, Officers and for the transaction of such

other business as may come before the meeting. The first Quarterly

meeting will be held the last week of September 1999 or on such

other date as may be set by the Board. Subsequent quarterly 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 different locations in order to provide for the broadest

of participation of the Public. These Quarterly meetings

will be open to the public and all transcriptions will be made

available on the corporations (Web Site) and also video conferencing

will be made available to these meetings. If the Board determines that it is

practical, the annual meeting should be distributed in real-time

and archived video and audio formats on the Internet.

Section 14. 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. These meetings dates will be posted on the Corporations

(Web Site). All such regular meetings will have minutes taken and those

minutes made immediately available on the corporations (Web Site).

Section 15. 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. All such special

meetings will have minutes taken and those

minutes made immediately available on the corporations (Web Site).

Section 16. 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 Directors 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

16 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 17. QUORUM

At all annual, regular and special 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.

Section 18. 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. 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.

Section 19. ACTION WITHOUT MEETING

Only those actions that have to do with the internal activities of the Board,

or advisory committees shall be allowed without the Vote of the Membership.

any actionable item must be presented to the membership via E-Mail and

posted on the corporations (Web Site) as a votable resolution using a

Web Based Voting application for such resolutions. A predetermined

term must be provided for debate and suggestion and /or amendments to

said resolutions. Each amendment must also be subject to Membership

vote in simple majority. All Resolutions will be considered "Carried"

or approved if the membership votes in the simple majority, at which time

the Board and the Supporting organizations to which that specific resolution

predominantly pertains to are than mandated to implement and enact that

resolution/standard/policy.

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, except a written consent

authorized by Section 19 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 21. RIGHTS OF INSPECTION

Every member of the organization shall have the right at any time to inspect

and copy any and all books, financial information of the corporation, or any

documents that are property of the corporation for their own personal

use, other than employee information. Every member shall have the right

upon predetermined notification to inspect the premises or physical properties

of the corporation without impunity.

Section 22. COMPENSATION

The Directors shall receive compensation to be determined by the Membership

by majority vote. Certain minimal standards as determined by industry excepted

standards shall serve as a minimum base for salary, with additional compensation

determined upon performance determined by the membership. The membership

will determine by majority vote any and all expenses based on minimal standards

that provide for the reasonable comfort of the Board and directors of the

Supporting organizations or Advisory board members incurred by Directors

performing duties as Directors.

ARTICLE VI: 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 Membership

along with the already existing Supporting Organizations

shall by suggestion of the Board or submission officially of the

proposed "New" Supporting Organization, vote in the simple

majority the entry or otherwise consideration of this "New"

Supporting Organization.

(b) Each Supporting Organization shall be responsible for

nominating Directors for election by the membership Organization

to be filled by each Supporting Organization.

(c) The Supporting Organizations along with the membership Organization  shall be delegated the primary responsibility for developing and recommending policies and procedures regarding those matters within their individual scope (as defined by the Board in its recognition of each such Supporting Organization). All areas shall be considered within the scope of the Membership Organization. Any such recommendation forwarded to the Board by a Supporting Organization shall be simultaneously transmitted to all other Supporting Organizations   and put forth as a resolution by which all of the membership may review on the corporations (Web Site) prior to it's final form so that other considerations or changes in the language or amendments can be suggested and posted to the corporations (Web Site). A given amount of time to debate and determine said amendments or suggestions will be set by the board, however such time for debate and suggestion for the resolution and all proposed amendments should not exceed 30 days. These debates should take place on an E-Mail list provided for in some manner by the corporation open to all public input, member and non-member alike. The Board may also put forth resolutions and amendments to resolutions The Board shall accept the final form of the resolution once it has been voted upon by the Membership and the Supporting Organization if the Board finds that the recommended action, policy or procedure (1) complies with the Articles and Bylaws, (2) was arrived at through fair and open processes (including permitting participation by representatives of other Supporting Organizations if requested), and the Membership in all cases  (3) is not opposed by any of the other Supporting Organizations, and the Membership by majority vote and (4) furthers the purposes of the Corporation. The Board may not decline any voted upon resolution.

Section 2. QUALIFICATION FOR MEMBERSHIP IN A SUPPORTING ORGANIZATION

The Board shall be required to submit to the membership along or including any input or suggestion from the membership or the initial Supporting Organizations qualifications for "New" Supporting Organizations accordance with the  Corporation and its (suggested amended) Articles and Bylaws and the purposes of the Supporting Organization, along with the membership Organization by majority vote  ratify any qualifications for membership adopted by each of the Supporting Organizations.  Any individual 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 the Membership Organization determined by majority vote of the Membership Organization. Each Supporting Organization may adopt membership structures, including multiple classes or categories of members, that it deems appropriate for its effective functioning, consistent with the foregoing. Each organization that qualifies to participate in a given Supporting Organization shall designate one individual as its representative. That representative must than be elected by the Membership Organization by majority vote. This vote to take place using a voting mechanism that is available on the Corporations (Web Site) or via Mail of a voting form. This vote to be taken within 30 days of the "New" Supporting Organizations announcement of its proposed representative.

Section 3. 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 any

entities with legitimate interests in these issues, as determined by

the Address Supporting Organization consistent with (Suggested Amended)

Section 2 of this Article and approved by the Membership by Majority vote.

The Address Supporting Organization shall create an Address Council to make recommendations to the Membership regarding the operation, assignment and

management of Internet addresses and other related subjects; The Membership

will also have the ability to propose either individually or through an ad-hoc

group proposes to the Address council in a predetermined form determined

by the Address council, as to resolutions for the assignment or related subjects

for policy and/or standards for addresses.

(ii) The Domain Name Supporting Organization shall be composed of

representatives from name registries and registrars of top-level

domains ("TLDs"), businesses and any entities that are users of the

Internet and any other entities with legitimate interests in these

issues, as determined by the Domain Name Supporting Organization

consistent with (Suggested Amended) Section 2 of this Article and

approved by the Membership by Majority Vote.

The Domain Name Supporting Organization shall create a Names Council

by which all members of this Names Council shall be elected by the Membership

by majority vote. Any individual may serve or be a candidate for this said

Names Council to make recommendations regarding TLDs, including operation,

assignment and management of the domain name system and other related

subjects; and any and all recommendations regarding TLD's, registries, registrars,

and /or policies or standards there unto pertaining will require the vote in majority

of the membership prior to enactment. The Names Council shall retain responsibility

as to the oversite of these TLD's, Registries, or Registrars and policies and/or

standards, and,

(iii) The Protocol Supporting Organization shall be composed of

representatives from Internet protocol organizations and any entities

with legitimate interests in these issues, as determined by the

Protocol Supporting Organization consistent with (Suggested Amended)

Section 2 of this Article and approved by the Membership by Majority vote.

. The Protocol Supporting Organization shall create a Protocol Council

by which all members of this Protocol Council to make shall be elected by

the Membership by majority vote. Any individual may serve and be a candidate

for this said Protocol Council to make recommendations regarding

regarding the operation, assignment and management of protocols,

parameters, such as port numbers, enterprise numbers, other technical

parameters and 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

(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

(Suggested amended) 3(a) of this Article VI, and, after requesting comments from and

considering the comments of existing organizations representing parties

interested in matters within the scope of the proposed Supporting

Organization, and the Membership shall approve such application if it finds that it has been

organized in accordance with these ,(Amended)Bylaws and that its recognition would be

in the best interest, and serve the purposes, of the Corporation.

ARTICLE VII: COMMITTEES

Section 1. COMMITTEES GENERALLY

(a) The Board may recommend 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 recommended and approved by Majority Vote of the Membership  Committee members may be removed from a committee at any time by a two-thirds (2/3) majority vote of all membership; 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 membership 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 Membership. 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 must be approved by a 2/3 vote of the Membership.

The Board or the supporting Organizations may make recommendations

and/or propose resolutions to make amendments to the Bylaws or

Articles of Incorporation only. The Board and the Supporting Organizations

are bound by these Amendments.

(iii) The amendment or repeal of any vote of the membership and

suggestion or recommendation of the Board or the Supporting

Organization which by its express terms is not so amendable or repealable;

(iv) All committees are determined by majority vote of the Membership

upon recommendation of the Board and/or Supporting Organizations.

(v) 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 recommend to the membership for their

vote in the Majority 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 Membership or such committee

shall otherwise provide, the regular and special meetings shall be governed

by the provisions of (Suggested Amended) 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. In addition all minutes of such said meetings will

be posted on the corporations (Web Site) within a 24 hour period after the

meeting was conducted.

Section 2. COMMITTEES OF THE BOARD

Anyone may be elected given they have the necessary basic requirements that the

board is recommending, by the Membership by majority vote. Each committee

of the Board shall consist of three or more members in which one it selected

by the remaining Committee members to be Director of that committee of

the Board. The Board may state a preference but has not right of determination

as to that selection by the Committee. Only the Membership upon recommendation

the Board or Support Organization may terminate any committee or the committee

it self may self terminate should their services no longer be needed, unless

otherwise determined upon the designation of that committee mandated statement

of purpose.

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.

There shall be at least the following Advisory Committees:

(a) There shall be a Governmental Advisory Committee. The initial

chair 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 Corporations

policies and various laws, and international agreements. The members

of the Governmental Advisory Committee should also provide a liaison

function between their governments or multinational governmental

organizations and the Corporation.

Comment: The membership criteria were clarified to make

clear that the relevant governmental entities could each

appoint a single representative to this Committee, and that

the Chairs following the initial Chair would be elected by

the members of the Committee.

(b) There shall be a DNS Root Server System Advisory Committee. The

initial chair 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.

Comment: Language was added to make clear that the Chairs other

than the Initial Chair will be elected by the Committee members.

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

All Committees shall receive some Compensation that is to be based on minimal industry standards, unless those members are serving on a strictly voluntary basis or decline any compensation upon written statement to such decline. The Membership Board shall recommend minimal compensation guidelines and/or amounts for each committee member. The Membership shall be required to vote on these requirements as part or separate to the determination of these said committees or 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 Chief Technology Officer, a Vice President, a Secretary, and a Treasurer/Chief Financial Officer. The Corporation may also have, upon the voted approval of the Membership, 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, but no more than two, except that neither the Chairperson of the Board nor the President may serve concurrently as the Secretary or the Treasurer/Chief Financial Officer or Chief Technical Officer.

Section 2. ELECTION OF OFFICERS

The officers of the Corporation will be elected annually by the Membership. 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 membership upon a complete review  of any and all circumstances. Should any vacancy  occur in any office as a result of death, resignation, removal,  disqualification or any other cause, the Board must call for and emergency  election by the membership within 15 working days of such an occupancy.

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 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 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 Corporations annual budget. The CFO shall coordinate and oversee the Corporations 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 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 8. 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 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 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 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 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 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 once that contract has been approved by the Membership  by majority vote. In the absence of a contrary Membership 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 Membership, 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 XI: 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 Web Site and otherwise.

ARTICLE XII: AMENDMENTS

Except as otherwise provided in the (Suggested Amended) 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 the membership. except that these Bylaws shall not be amended (ii) such date as all three Supporting Organizations described  in (Suggested Amended) Section 3(A) of Article VI have been formed, and Directors elected by them have been seated, and further provided that any provision requiring a vote of more than two-thirds (2/3) of all the membership, shall be changed only by such larger vote. These Bylaws will be reviewed at least annually, or more often if deemed necessary.