Towards fair, open, technically sound global Internet policy.


Last revised Oct 8/98 8:02 pm EST

Commented version

This is a separate proposal to the NTIA from ORSC. The significant differences between propsals submitted so far and ours are:
  1. Membership structure is defined in the bylaws, not deferred, thus removing the dependence that the initial board will "do the right thing".
  2. Supporting Organizations do not elect the board, the members do.
  3. Significantly enhanced due process considerations, thus decreasing dependence on the State Attorney General for relief.
  4. Incorporation in Delaware.
  5. Clauses requiring greater fiscal responsibility.
  6. Clauses for "fair hearing panels" providing greater access and an alternative to the count system for redress.
  7. Enhanced respect for human rights.

DRAFT BYLAWS FOR THE
NEW ENTITY
PREPARED BY
THE OPEN ROOT SERVER CONFEDERATION


A DELAWARE NONPROFIT
NON-STOCK CORPORATION

ARTICLE I: OFFICES AND SEAL

Clause 1. OFFICES
The principal office for the transaction of the business of this corporation (the "Corporation") will be in the County of New Castle, State of Delaware. The Corporation may also have an additional office or offices within or outside the United States of America as the Board of Directors (the "Board") may from time to time establish.
Clause 2. SEAL
The Board may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE II: MEMBERSHIP

Clause 1. GENERAL

(a) Members must join as members of one and only one group as defined in clause 2(a). Each member shall pay a fee of US $1,000 a year, except that members of the Non-commercial Users group shall pay a fee of US $100 a year. Members must be legally constituted bodies and satisfy other conditions set down for membership in a group. Individual users will pay $10 a year.

(b) If dues are not paid, voting rights are lost until next year, when both years fees are due. If at that time all accumulated fees are not paid, voting rights are suspended for an additional year

(c) When the corporation is formed, any of the organizations listed in clause 2(a) will be eligible to become a member. Thereafter membership groups may agree upon their own conditions for membership, except that groups with less than three members must conform to the initial membership conditions set out in clause 2(a).

(d) Membership groups may elect directors up to the number specified in clause 2(a), except that in no case may a group elect more directors than it has members.

(e) Members will vote for directors using Single Transferable Voting (more precisely using fractional STV, the form suitable for computer-based tallying of election results). The group will elect two more candidates than the number of Board seats allocated to the group. Candidates will be ranked in the order indicated by the STV voting. Any ties will be eliminated using a random method approved by the Chief Technical Officer of the new corporation or, should the CTO make no such determination, by the Board.

Clause 2. MEMBERSHIP GROUPS

(a) Enumeration of all groups

ADDRESS SPACE HOLDERS

Board seats: 1

Conditions of membership: must have control of at least a /16 (256 Class Cs) of IPv4 address space, or be an association of Internet service providers with at least ten members having control of at least that much aggregate address space.

BRAND NAME HOLDERS

Board seats: 1

Conditions of membership: must be a nationally or internationally recognized association of brand name holders or organizations recognized as having a critical role in International trade.

INFRASTRUCTURE - DNS

Board seats: 4

Conditions of membership: must operate a registry for one or more TLDs, or be an association of such registries.

INFRASTRUCTURE - IP

Board seats: 3

Conditions of membership: must be a regional IP address space registry (RIR).

NON-COMMERCIAL USERS

Board seats: 2

Conditions of membership: must be an association of end users or an association of such associations.

USERS AT LARGE

Board seats: 3

Conditions of membership: None

ARTICLE III: TRANSPARENCY AND PROCEDURES

Clause 1. GENERAL
The Corporation and its subordinate entities shall operate to the maximum extent feasible in an open and transparent manner and consistent with procedures designed to ensure fairness. In addition to the specific procedures set forth in these Bylaws, the Initial Board shall investigate the development of additional policies and procedures designed to provide information about, and enhance the ability of interested persons to provide input to, the Board and Supporting Organizations. Any such policies and procedures shall be widely publicized by the Board in draft form, both within the Supporting Organizations and on a publicly-accessible Internet World Wide Web site maintained by the Corporation (the "Web Site"). Any such policies and procedures may be adopted only after a process for receiving and evaluating comments and suggestions has been established by the Board, and after due consideration of any comments or suggestions received by the Board.
Clause 2. ACCESS TO INFORMATION
(a) The Board shall publish, at least annually, a report describing its activities and including an audited financial statement and describing any payments made by the Corporation to Directors.

(b) Minutes shall be approved and published no later than 30 days after voted upon by Directors.

(c) All minutes of meetings of the Board, Supporting Organizations (and any councils thereof) and Committees shall be made publicly available immediately following approval by the Board on the Web Site and otherwise. Minutes shall be made available immediately following approval by the Board; provided, however, that minutes relating to personnel or employment matters, that the Corporation is prohibited by law or contract from disclosing publicly.

(d) For any matters that the Board determines not to disclose, the Board shall describe in generic terms the reason for such nondisclosure.

Clause 3. NOTICE AND COMMENT PROVISIONS
(a) The Board shall post on the Web Site:
  1. periodically a calendar of scheduled meetings for the upcoming year, and

  2. in advance of each Board meeting, a notice of the fact and time that such meeting will be held and, to the extent known, an agenda for the meeting. If reasonably practicable the Board shall post notices of special meetings of the Board at least fourteen (14) days prior to the meetings.

(b) Prior to adoption of any policies that substantially affect the operation of the Internet or third parties, the Board will:

  1. provide public notice on the Web Site explaining what policies are being considered for adoption and why;

  2. provide a reasonable opportunity for parties to comment on the adoption of the proposed policies, to see the comments of others, and to reply to those comments; and

  3. after a reasonable comment period, take action on the proposed policies, establishing an effective date, and publishing the reasons for the action taken.

(c) As appropriate, the Board will facilitate the translation of final published documents into various appropriate languages.

Clause 4. BOARD RECONSIDERATION
(a) The Board shall adopt policies and procedures through which a party affected by an action of the Corporation, either directly or indirectly, can seek reconsideration of that action. A court of competent jurisdiction shall have the power to review claims of violation of these Bylaws and to order relief therefrom.

(b) These policies and procedures may include threshold standards or other requirements to protect against frivolous or non-substantive use of the reconsideration process. The Board may, in its sole discretion, provide for an independent review process by a neutral third party.

(c) Without limiting 4(a) and 4(b) above, the Board shall promulgate Fair Hearing Panels to ensure openness, accountability, and transparency in its dealings with both Membership, potential membership and other members of the Internet community.

  1. For each Supporting Organization, the fair hearing panel shall be comprised of members appointed by the relevant supporting organization subject to board oversight.

  2. The Fair Hearing Panel shall be charged with collecting information from all interested parties, investigating where warranted, and presenting a report to the corresponding Supporting Organization and to the Board within a reasonable period of time.

  3. For questions concerning applications to become a new supporting organization, the fair hearing panel shall consist of members from among the existing supporting organizations, with board oversight. request.

(d) The Board shall accept the recommendations of a Fair Hearing Panel 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),

  3. is not opposed by any of the other Supporting Organizations, and

  4. furthers the purposes of the Corporation.

If the Board declines to accept any such recommendation of a Fair Hearing Panel, it shall return the recommendation to the Fair Hearing Panel for further consideration, along with an explanation of the reasons it declines to accept the recommendation. If, after reasonable efforts, the Board does not receive a recommendation from a Fair Hearing Panel that meets the foregoing standards or, after attempting to mediate any disputes or disagreements between Supporting Organizations, receives conflicting recommendations from Fair Hearing Panels, and the Board finds that there is a justification for prompt action, the Board may initiate, amend or modify and then approve a specific action, policy or procedure.

Nothing in this Clause is intended to limit the general powers of the Board or the Corporation to act on matters not within the scope of a Fair Hearing Panel or that the Board finds are necessary or appropriate to further the purposes of the Corporation.

(e) Users (and others) have open access to the councils through open Fair Hearing Panels process via email, WWW contributions, formal (face to face) hearings and will at all times operate under ex parte procedures.

Clause 5. VOTING ON RECORD
Every matter before the board shall be decided using a roll-call in which the vote cast by each director shall be recorded in the minutes.

ARTICLE IV: POWERS

Clause 1. GENERAL POWERS
(a) 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, other than the Initial Board, may act by a majority vote of Directors present at the meeting, subject to the quorum requirements in Clause 17 of Article V. Unless otherwise provided herein or by law, the Initial Board may act by a vote of two-thirds of all members of the Board. 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."

(b) The Corporation does not have the power to act as a Domain Name System Registry or Registrar or IP Address Registry or create or alter protocol parameters [as defined in Article VI Clause 3 (a)(iii)] in competition with entities affected by the policies of the Corporation.

We note further, that there is concern that operational stability of the Internet could be harmed by the failure of some element of infrastructure under control of the Corporation. However, rather than giving the Corporation emergency powers, we note that the Board has the ability to enter into contracts to provide such emergency coverage. We feel that is a course that is much safer than allowing the board to declare an emergency and give itself essentially unlimited emergency powers.

(c) The Corporation shall not apply its standards, policies, procedures or practices inequitably or single out any particular party for disparate treatment unless justified by substantial and reasonable cause.

(d) The Corporation has no power to violate the fundamental human rights, including freedom of expression, of any person or organization, or to abridge the rights of any person or organization without due process. The Corporation may not and cannot derive, delegate, or assign any power, asset, or role that it is denied in these Bylaws, or that these Bylaws do not expressly grant to the Corporation.

Clause 2. FEES AND CHARGES
(a) The Board shall set fees and charges for the services provided by the Corporation, which shall be published on the Web Site. The Supporting Organizations shall constitute a primary funding source for the Corporation.

(b) Each Supporting Organization shall propose a structure of fees and charges that will be remitted to the Corporation with respect to matters within its scope (as defined by the Board in its recognition of such Supporting Organization), but all such fees and charges shall be set by the Board, with the goals of fully recovering the reasonable costs of the operation of the Corporation in accordance with the agreed annual business plan and establishing reasonable reserves for future expenses and contingencies reasonably related to the legitimate activities of the Corporation.

ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS

Clause 1. INITIAL BOARD
The initial Board of Directors of the Corporation ("Initial Board") shall consist of fourteen members. Members of the Initial Board shall serve until September 30, 1999, unless by a two-thirds (2/3) vote of all the members of the Board that term is extended for some or all of the members of the Initial Board for an additional period, to expire no later than September 30, 2000. The members of the Initial Board shall serve the terms specified in Clause 9(d) of this Article. No member of the Initial Board shall be eligible for additional service on the Board until two years have elapsed following the end of his or her term on the Initial Board.

Clause 2. NUMBER OF DIRECTORS
The authorized number of Directors shall be no less than fourteen (14) and no more than nineteen (19).

Clause 3. ELECTION OF CHAIR

The Board shall elect a Chair from among the Directors.

Clause 4. QUALIFICATION OF DIRECTORS AFTER THE INITIAL BOARD
(a) Each Board after the Initial Board shall be comprised of at least Fourteen Directors selected by a majority of all votes cast by Members pursuant to an election process to be established by the Initial Board.

Clause 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.

Clause 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 Directors serving at any given time shall be residents of any one Geographic Region, and it is desirable to have each at least one Director from each 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 Clause shall be reviewed by the Board from time to time (but at least every three years) to determine whether any change is appropriate.

Clause 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 comprise a contract, transaction or interest within the scope of Section 144 of the Delaware General Corporation Law, unless such contract, transaction or interest relates to:

(1) An action of the board fixing the compensation of a director as a director or officer of the corporation;

(2) A transaction which is part of a public or charitable program of the corporation if it: (i) is approved or authorized by the corporation in good faith and without unjustified favoritism; and (ii) results in a benefit to one or more directors or their families because they are in the class of persons intended to be benefited by the public or charitable program;

(3) A transaction, of which the interested director or directors have no actual knowledge, and which does not exceed the lesser of 1 percent of the gross receipts of the corporation for the preceding fiscal year or one hundred thousand dollars ($100,000) or

(4) The Attorney General, or the court in an action in which the Attorney General is an indispensable party, has approved the transaction before or after it was consummated; or

(5) The following facts are established:

(A) The corporation entered into the transaction for its own benefit;

(B) The transaction was fair and reasonable as to the corporation at the time the corporation entered into the transaction;

(C) Prior to consummating the transaction or any part thereof the board authorized or approved the transaction in good faith by a vote of a majority of the directors then in office without counting the vote of the interested director or directors, and with knowledge of the material facts concerning the transaction and the director's interest in the transaction. Except as provided in paragraph (6) below, action by a committee of the board shall not satisfy this paragraph; and

(D) (i) Prior to authorizing or approving the transaction the board considered and in good faith determined after reasonable investigation under the circumstances that the corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances or (ii) the corporation in fact could not have obtained a more advantageous arrangement with reasonable effort under the circumstances; or

(6) The following facts are established:

(A) A committee or person authorized by the board approved the transaction in a manner consistent with the standards set forth in paragraph (5) of this subdivision;

(B) It was not reasonably practicable to obtain approval of the board prior to entering into the transaction; and

(C) The board, after determining in good faith that the conditions of subparagraphs (A) and (B) of this paragraph were satisfied, ratified the transaction at its next meeting by a vote of the majority of the directors then in office without counting the vote of the interested director or directors.

In addition, each Director shall disclose to the corporation any relationship or other factor that could reasonably cause the Director to be considered:

(1) A person currently being compensated by the corporation for services rendered to it within the previous 12 months, whether as a full- or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; or

(2) A brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

Such disclosures should, to the extent reasonable in consideration of proprietary concerns and individual privacy, be a matter of public record. 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.

Clause 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.
Clause 9. ELECTION AND TERM
(a) Directors shall be elected at each annual meeting of the Board to hold office until the end of their terms pursuant to the procedures described in this Clause. 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.

(b) The regular term of office of a Director, other than: 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.

(c) Resources of the Corporation will not be expended in support of any nominees campaign.

Clause 10. RESIGNATION
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 Clause 12 of this Article.
Clause 11. REMOVAL OF A DIRECTOR
Any Director or Directors may be removed for cause 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 Director within a four-month period, the Board must show reasonable cause for its action.

Clause 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, 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 fiduciary duty Any vacancy occurring on the Board of Directors shall be filled in accordance with Clause 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 Director's term of office.

Clause 13. 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 annual meeting will be open to the public, and to the extent practicable, should be held in different locations around the world on a regular basis. If the Board determines that it is practical, the annual meeting should be distributed in real-time and archived video and audio formats on the Internet.

Clause 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.
Clause 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.
Clause 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 repaid, 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 Clause 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.
Clause 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.
Clause 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 Clause 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.
Clause 19. 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.
Clause 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 Clause 19 of this Article. The Corporation shall take such reasonable steps as it deems appropriate under the circumstances to assure itself that communications by electronic mail are authentic.
Clause 21. 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.
Clause 22. COMPENSATION
The Directors shall receive no compensation for their services as Directors. The Board may, however, authorize the reimbursement of actual and necessary reasonable expenses incurred by Directors performing duties as Directors.
Clause 23. PRESUMPTION OF ASSENT
A Director present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting, or unless such Director files a written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.
Clause 24. RULES OF PROCEDURE
The rules of procedure at meetings of the Board and committees of the Board and Supporting Organizations shall be rules contained in "Roberts' Rules of Order on Parliamentary Procedure," newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the Board.
Clause 25. ANNUAL BUSINESS PLAN
(a) The Chief Financial Officer shall prepare an annual operating budget, on a line-item basis, and submit it to the Supporting Organizations four months prior to the beginning of the Corporation's fiscal year, for their review and action. The Board shall establish, by a vote of not less than 60% of all the members, the appropriate definition of such line items for budgeting and accounting purposes. The Chief Technical Officer shall prepare and submit, at the same time, an annual service plan which shall be reflected in and complimentary to the funding requests in the annual budget. The Corporation shall make its best effort to tie the line items in the budget request to the detailed services to be provided during the upcoming fiscal year.

(b) No budget shall be deemed to be approved for the purposes of enabling any increase in expenditures or funding any increased appropriation to the Corporation for the following fiscal year, excepting previous year's obligations such as payments on debts already incurred or multi-year contractual obligations or labor agreements, until the Committee of the Whole of the Supporting Organizations has approved an annual budget and service plan for the Corporation for that fiscal year; excepting that, if the Supporting Organizations have taken no action on the annual budget request, and the following fiscal year shall commence, the Corporation shall be required to operate on a 1/12 previous-year's operating expense, maintenance-of-effort basis, until such time as the Supporting Organizations approve an annual budget for the Corporation.

(c) The sum total of all fees and charges assessed by the Corporation on or to the Supporting Organizations and/or its members during the fiscal year shall not exceed the amount required to support the approved annual budget for that fiscal year, or, if such budget is not approved, shall not exceed the amount assessed during the previous fiscal year, on a 1/12 monthly basis, until such time as the annual budget is approved by the Supporting Organizations.

(d) Once an annual budget and service plan are approved by the Supporting Organizations' Committee of the Whole, the Corporation shall manage its affairs and operations in such a manner as to keeps its expenditures and obligations within the constraints of the approved budget.

Clause 26 HEARINGS AND APPEALS
There shall be established a process for hearings and appeals of substantive adjudications made by the Corporation. Such process shall be in accord with established principles of fairness and due process.

ARTICLE VI: SUPPORTING ORGANIZATIONS

Clause 1. POWERS
(a) The Supporting Organizations shall serve as advisory bodies to the Board and shall have such powers and duties as may be prescribed by the Board and these Bylaws. The Board may add additional Supporting Organizations by a two-thirds (2/3) majority vote of all members of the Board and in such event shall, by such two-thirds (2/3) vote, reallocate the positions on the Board set forth in Clause 4 of Article V. A Supporting Organization may not have obligations to any other entity inconsistent with its duties to the Corporation.

(b) The Supporting Organizations 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). Any such recommendation 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 accept the recommendations of a 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),

  3. is not opposed by any of the other Supporting Organizations, and

  4. furthers the purposes of the Corporation.

If the Board declines to accept any such recommendation of a Supporting Organization, it shall return the recommendation to the Supporting Organization for further consideration, along with an explanation of the reasons it declines to accept the recommendation. If, after reasonable efforts, the Board does not receive a recommendation from a Supporting Organization that meets the foregoing standards or, after attempting to mediate any disputes or disagreements between Supporting Organizations, receives conflicting recommendations from Supporting Organizations, and the Board finds that there is a justification for prompt action, the Board may initiate, amend or modify and then approve a specific action, policy or procedure. Nothing in this Clause 1 is intended to limit the general powers of the Board or the Corporation to act on matters not within the scope of a Supporting Organization or that the Board finds are necessary or appropriate to further the purposes of the Corporation.

(c) All of the Supporting Organizations which have fee-payment responsibilities to the Corporation shall meet, no later than six weeks prior to the end of the current fiscal year, as a Committee of the Whole to vote, yea or nay, as submitted or as amended, on the annual budget and services plan for the Corporation's following fiscal year. A majority vote is required to approve the annual budget and the service plan, and a 2/3 majority vote is required to approve any long-term borrowing requests or long-term bond refunding requests by the Corporation. The Supporting Organizations may choose to assign weights to votes, based on the proportion of fees paid by each voting member, or on some other fair and reasonable method.

(d)The Supporting Organizations may decide what structure or committees or staffing to establish in order best to enable an appropriate review process, perform any required analysis and take action on the budget, including developing an equitable voting mechanism for such action. The Committee of the Whole shall, prior to the beginning of the following fiscal year, either approve the budget and service plan as submitted, make reasonable reductions in the budget and service plan accompanied by a reasonable explanation of any reductions, or return the budget without action to the Chief Financial Officer, which he may subsequently re-submit to the Committee of the Whole after making any modifications which may be suggested by the Supporting Organizations.

The Supporting Organizations' Committee of the Whole may not make any such reductions in the budget request that will result in the loss or substantial disruption of any ongoing Internet service currently provided by the Corporation at its inception, excepting in those cases where both the Supporting Organizations and the Board have agreed to terminate such services.

The Supporting Organizations' Committee of the Whole may not reduce any annual budget request by the Corporation to an overall amount that is lower than the amount expended during the previous fiscal year. For the purposes of establishing a starting point for the previous year's maintenance of effort spending level, the amount spent in support of the US Government's contract(s) with the University of Southern California's Information Sciences Institute for the final year of services by IANA under that contract(s) shall constitute the expenditure level for the first "previous fiscal year".

(e) The Supporting Organizations shall have all the same rights and obligations of inspection of the Corporation's books, records, and documents of every kind, as is granted to the Board of Directors in Article V, Clause 21 of the bylaws.

Clause 2. QUALIFICATION FOR MEMBERSHIP IN A SUPPORTING ORGANIZATION
The Board shall review and, to the extent consistent with the purposes of the Corporation and its Articles and Bylaws and the purposes of the Supporting Organization, 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 ratified by the Board. 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.

Clause 3. DESCRIPTION AND QUALIFICATIONS
(a) There shall at least be the following Supporting Organizations:

  1. The Address Supporting Organization shall be composed of representatives from regional Internet address registries and any entities and individuals with legitimate interests in these issues, as determined by the Address Supporting Organization consistent with Clause 2 of this Article and approved by the Board. The Address Supporting Organization shall create an Address Council to make recommendations to the Board regarding the operation, assignment and management of Internet addresses and other related subjects;

  2. The Domain Name Supporting Organization shall be composed of representatives from name registries and registrars of top-level domains ("TLDs"), businesses and any entities and individuals that are users of the Internet and any other entities and individuals with legitimate interests in these issues, as determined by the Domain Name Supporting Organization consistent with Clause 2 of this Article and approved by the Board. The Domain Name Supporting Organization shall create a Names Council to make recommendations regarding TLDs, including operation, assignment and management of the domain name system and other related subjects; and

  3. The Protocol Supporting Organization shall be composed of representatives from Internet protocol organizations and any entities and individuals with legitimate interests in these issues, as determined by the Protocol Supporting Organization consistent with Clause 2 of this Article and approved by the Board. The Protocol Supporting Organization shall create a Protocol Council to make recommendations regarding the operation, assignment and management of protocol 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 Clause 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, shall approve such application if it finds that it has been organized in accordance with these Bylaws and that its recognition would be in the best interest, and serve the purposes, of the Corporation. The application shall include, but not be limited to, a description of the following in form and substance acceptable to the Board (and a commitment to implement the matters described in the application):

  1. membership or participation criteria,

  2. methods for developing substantive Internet policies to be recommended to the Board and selecting Board nominees,

  3. open, transparent, fair and non-discriminatory processes (including procedures for public attendance at appropriate meetings of the Supporting Organization and for the participation of interested persons who may not be members of the Supporting Organization in advisory committees of the Supporting Organization),

  4. policies to ensure international and diverse participation,

  5. policies for disclosure to the Corporation by members of or participants in a Supporting Organization council of conflicts of interest or other financial interests in matters within the scope of the Supporting Organization (such conflicts or interests, however, not necessarily requiring abstention from action), and

  6. methods for funding the Supporting Organization and providing funding for the Corporation.

ARTICLE VII: COMMITTEES

Clause 1. COMMITTEES GENERALLY
(a) The Board may establish one or more committees. Committees are of two kinds: those having legal authority to act for the Corporation, known as Committees of the Board, and those that do not have that authority, known as Advisory Committees. Except where otherwise stated in these Bylaws, committee members shall be appointed by the Board. Committee members may be removed from a committee at any time by a two-thirds (2/3) majority vote of all members of the Board; provided, however, that if a Director or Directors are the subject of the removal action, such Director or Directors shall not be entitled to vote on such an action or be counted as a member of the Board when calculating the required two-thirds (2/3) vote; and, provided further, however, that in no event shall a Director be removed from a committee unless such removal is approved by not less than a majority of all members of the Board. The Board may delegate to Committees of the Board all legal authority of the Board except with respect to:

    (i) The filling of vacancies on the Board or on any committee;

    (ii) The amendment or repeal of Bylaws or the Articles of Incorporation or the adoption of new Bylaws or Articles of Incorporation;

    (iii) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

    (iv) The appointment of committees of the Board or the members thereof; or

(b) The Board shall have the power to prescribe the manner in which proceedings of any committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless these Bylaws, the Board or such committee shall otherwise provide, the regular and special meetings shall be governed by the provisions of Article V applicable to meetings and actions of the Board. Each committee shall keep regular minutes of its proceedings and shall report the same to the Board from time to time, as the Board may require.

Clause 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.
Clause 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 non voting 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 Corporation's 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.

(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.

Clause 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.
Clause 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.
Clause 6. VACANCIES
Vacancies on any committee shall be filled in the same manner as provided in the case of original appointments.
Clause 7. COMPENSATION
The Board Shall not authorize compensation for service as a member of a committee except by a two-thirds (2/3) vote of all members of the Board, but in any event no such compensation shall be authorized for a Director. The Board may, however, authorize the reimbursement of actual and necessary expenses incurred by committee members, including Directors, performing their duties as committee members.

ARTICLE VIII: OFFICERS

Clause 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, at the discretion of the Board, a Vice Chairperson, a General Counsel, one or more additional Vice Presidents, one or more additional Assistant Secretaries, and one or more Assistant Treasurers. Any person may hold more than one office, except that neither the Chairperson of the Board nor the President may serve concurrently as the Secretary or the Treasurer/Chief Financial Officer or Chief Technical Officer.

Clause 2. ELECTION OF OFFICERS
The officers of the Corporation will be elected annually by the Board, pursuant to the recommendation of the President. Each such officer shall hold his or her office until he or she resigns, is removed, is otherwise disqualified to serve, or his or her successor is elected.

Clause 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.
Clause 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 be entitled to attend any meeting of the Board or 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 and annual business plan 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.

Clause 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.
Clause 6. TREASURER/CHIEF FINANCIAL OFFICER
The Treasurer/Chief Financial Officer ("CFO") shall be the chief financial officer of the Corporation. If required by the Board, the CFO shall give a bond for the faithful discharge of his or her duties in such form and with such surety or sureties as the Board shall determine. The CFO shall have charge and custody of all the funds of the Corporation and shall keep or cause to be kept, in books belonging to the Corporation, full and accurate amounts of all receipts and disbursements, and shall deposit all money and other valuable effects in the name of the Corporation in such depositories as may be designated for that purpose by the Board. The CFO shall disburse the funds of the Corporation as may be ordered by the Board or the President and, whenever requested by them, shall deliver to the Board and the President an account of all his or her transactions as CFO and of the financial condition of the Corporation. The CFO shall be responsible for the Corporation's financial planning and forecasting and shall assist the President in the preparation of the Corporation's annual budget. The CFO shall coordinate and oversee the Corporation's funding, including any audits or other reviews of the Corporation or its Supporting Organizations. The CFO shall be responsible for all other matters relating to the financial operation of the Corporation.
Clause 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.
Clause 8. ASSISTANT OFFICERS
Officers and Assistant Officers, in addition to those herein above 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.
Clause 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

Clause 1. AGENTS

The Corporation shall, to maximum extent permitted by the law, 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 advisory committee members or any other agent of the Corporation; or is or was serving at the request of the Corporation as a Director, Officer, employee advisory committee members 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

Clause 1. CONTRACTS
The Board may authorize any Officer or Officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. In the absence of a contrary Board authorization, contracts and instruments may only be executed by the following Officers: President, any Vice President, or the CFO. Unless authorized or ratified by the Board, no other Officer, agent or employee shall have any power or authority to bind the Corporation or to render it liable for any debts or obligations.
Clause 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.
Clause 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.
Clause 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

Clause 1. ACCOUNTING
The fiscal year end of the Corporation shall be determined by the Board.
Clause 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.
Clause 3. ANNUAL REPORT AND ANNUAL STATEMENT
The CFO shall cause the annual report 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 will also be made publicly available, on the Web Site and otherwise.

ARTICLE XII: AMENDMENTS

Except as otherwise provided in the Articles of Incorporation and until a membership structure is established under Article II, the Bylaws of the Corporation may be altered, amended, or repealed and new Bylaws adopted, but only upon action by two-thirds (2/3) majority vote of all members of the Board, except that these Bylaws shall not be amended until June 1, 1999, and further provided that any provision requiring a vote of more than two-thirds (2/3) of all members of the Board shall be changed only by such larger vote. These Bylaws will be reviewed at least annually, or more often if deemed necessary.


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