From: Gordon Cook <>
Date: 10/5/98 11:18am
Subject: Comments on your proposal from an international point of view

October 4, 1998

Internet as Pawn in a Dangerous Euro-American Duel on Data Mining and E-Commerce


When I published my long explanation of the formation of ICANN on Thursday October 2nd, I asked the rhetorical question of why Ira would force things to such disagreeable conclusions - including the "I dare" NSI to go to court on .com.

This essay seeks to find a plausible explanation for that question. It suggests that the only answer that makes any sense out of what is happening is Magaziner's need to consolidate American control over the Internet in order to use that control as a bargaining chip against the Europeans and Asians to be able to force them to capitulate to American corporate demands in the EC privacy disputes coming to a head October 25 and with this action to gain leverage for the Clinton administration's crypto policies which although, Ira says at home he does not support, he like a good soldier carries out abroad.


I asked the question a few days ago: what could justify Ira's heavy handed tactics. What stakes could be large enough to risk the stability of the net? Here is an informed hypothesis based first on a 90 minute conversation with an expert source in these areas who has a heavy international background. (I have also over the last three days reality checked this hypothesis with a cross section of American and foreign insiders. I have now also documented it with articles drawn from the web.) Ira, I fear, is using the internet as a pawn in a far bigger game. The game is inextricably linked with the privacy statutes of the EU and OECD and the coming October 23th deadline for American companies doing business in Europe and data mining on European citizens as part of their ordinary activities. It is also inextricably linked with the international encryption debate which has resulted in policies that hamper European ability to build competitive software for e-commerce in general. This hypothesis is increasingly reinforced by my private conversations with European press and senior figures in the American internet who are not pleased at what is happening.

1. Since 1995 Ira has shaped policy mechanisms being used to turn the internet into an American-controlled, strategic vehicle for conducting global economic commerce on American terms.

2. He has done so in direct opposition to the 1995 European Privacy Commission Directives prohibiting export of data from EU countries to countries such as the United States who have no laws protecting the privacy of their citizens.for some countries in Europe. While issue went EU wide in 1995, for the past 10 or so years some goverments in Europe have kept US companies from bringing personel data back to the US from Europe due to the lack of controls in the US.

3. He has been saying to the Europeans since the release of his electronic commerce paper in July 97 that the answer is industry self regulation. And asking that we should trust the data mining companies to regulate themselves despite the fact that the global internet gives them the power to leverage the results and impact of their data mining by an order of magnitude.

4. In May 1998 he promised the Europeans and Asians that he would prove to them that industry "self-regulation" would be the way to go by saying that he would deliver an industry formed and driven consensus model for the new IANA corporation by Oct 1..

5. As we crashed into the October 1 deadline last week, he had no choice but to pull out all the stops in order to achieve what he had promised to deliver -- even if it meant perverting the process and acting behind the scenes to pick winners.

6. At the same time he has created an ICANN with a Board that has no real checks in its ability to set prices and policy for names (DNS), numbers (IP) and protocols. (A dissenting point of view says that while this may be true, the IETF has already served notice on ICANN, that should it interfere with IETF processes, it will take its protocol work elsewhere. It adds that, if it demanded an unreasonable amount of money from ARIN for IP space, ARIN would be screwed, but that the other two registries - RIPE and APNIC could do just fine without complying for 18 to 24 months.)

7. That ICANN has been established with a public authority financing model subject to no outside fiscal restraint and with largely unknown corporate board members with interests more in electronic commerce than in the Internet itself. He has declared that he will NOT allow that board to have a foreign majority. (The opposing point of view says that it effectively has a foreign majority and that there are inherent possibilities built in for disobedience on the part of the supporting organizations to policies of fiscal profligacy.)

8. Thus the Board and the by laws will be presented in Ottawa as a fait accompli to the OECD next Weds. The message will be: accept our self regulation model and call off your the implementation of your October 25 Privacy Commission Directive and we'll give you a real seat at the ICANN table. Fail to do this and our new ICANN demonstrates that we can use the device that we have created to increase our dominance of the internet as a medium of commerce and do so at your expense. (The opposing point of view feels that we are right in the focus on the danger of the October 24th deadline and on Ira's wanting to show that self regulation can work and wrong in assuming that Ira is using ICANN as a bargaining chip. It adds, however, a warning that, in a year or two many critical decisions on the conduct of e-commerce with likely gravitate to an d be made within ICANN.)


From a Scott Bradner Network World column: "You have no right to privacy. There is nothing in the US Constitution that guarantees that you have any ability to protect yourself from those who want to know everything about you and disclose it to the world. From the local supermarket chain that requires a special card to get discounts and requires your social security number to get the special card (then keeps track of everything you purchase after you get the card) to credit card companies that sell the history of your purchases to anyone with a few dollars -- personal information is now a basic part of big business.

The potential for abuse was bad before the Internet explosion, when corporations had isolated machines that did "data mining" to try and figure out if you like pistachio ice cream, now with these machines linked the implications are ominous indeed.

A simple case of potential privacy invasion on the Internet is the ability of web servers to store facts about your web use in "cookies" in your browser. Many people regularly run programs on their machines to remove these cookies but Christian Huitema, the former chair of the Internet Architecture Board (IAB) has proposed an alternate approach designed to let histories be built up but to make them useless. You send any cookies you get off to an Internet-based cookie bank, the bank returns a random cookie to be used next time you connect to the web server, thus the histories of many people get jumbled together, negating the reliability of the information.

The Clinton administration's A Framework For Global Electronic Commerce ( argues against legal protection for privacy as is done in many European countries. It argues in favor of some vaguely defined industry "self-regulation." Somehow I do not find it comforting to know that the data mining industry is in charge of protecting my privacy. I'd rather make it so that people that improperly disclose information go to jail. It would seem to me that a government prosecutor would have a somewhat better chance against a billion dollar corporation that I would in trying to right a wrong.

Those who claim that its all for our own good and enables corporations to better target advertising that we want to see and, anyway, if you have nothing to hide what are you worried about should take a lesson from recent events. It was a general acquiesce to an environment of no individual privacy rights that caused Diana and her companions to be hounded, literally, to death in a tunnel in Paris. This may seem overly dramatic but imagine what its like for someone who tests positive to a disease such as HIV when that information leaks from the corporate doctor to management. This type of thing is at the bottom of the slope we are going down as we accept the assertion that an individual has a limited right to privacy. See:

From another Bradner Network World column (late 1997): In general I'm closer to the European point of view in most cases. The first big difference is in the area of privacy. The European document supports the "fundamental right to privacy and personal and business data" and calls for laws to protect this right. The US view is quite different and implies that privacy is subservient to business "needs" and only asks for a "voluntary framework" to protect , at some level, individual privacy. See:


From an Australian privacy newsletter-- The now-completed 1995 European Union Directive on privacy and free flow of personal data . . . prohibits the transfer of personal data from EU countries to any countries which do not have 'adequate' data protection laws. . . . . The Directive requires all EU member states to implement a Europe-wide standard of data protection. from

"What's the single most important issue threatening worldwide electronic commerce today? The stalemate between the U.S. and the European Union over policy on online consumer privacy protection, according to U.S. Commerce Secretary William Daley. Daley, testifying today at a House Commerce Committee hearing on global e-commerce, said that despite the differing stances, he is confident that the Europeans, who have issued a directive that calls for strict protections over the transport of private data, will ultimately be convinced that American companies "adequately" protect consumer privacy. The European directive goes into effect Oct. 25. It calls for adequate privacy protections but doesn't define how that standard will be measured. Meanwhile, the Clinton Administration has adopted a policy favoring industry self-regulation regarding the notification of online collection and usage of personal data. "This could have an impact on millions of transactions," Daley testified. "It could have an impact on the free flow of information." IDG, Sept 20, 1998

In other words the European Union is saying to the US based corporations like IBM and AOL and many others, if you want to do business in Europe after October 25th 1998, your companies information systems *MUST* not transfer personal data from EU countries to any countries which do not have 'adequate' data protection laws. You do not have adequate data protection laws.

This has been an issue since 1995. It is likely that major redesign of our companies information technology systems would be entailed. It is also likely that many wouldn't be able to collect the data here if they did not in Europe. They have assumed that the Europeans are bluffing. They are not. And we are less than 30 days from it become illegal to transfer 'personal data" from the EU to the US.

Now since the American response is: "self regulation will do therefore the EC statutes are unnecessary," Ira stuck his neck last May 29 in an interview when he said that:

If the Internet can be pushed into "effective self-regulation" in the next few months, then the United States can appeal to the European Union to make a case that such regulation can succeed. Because of that, Magaziner is not terribly worried about what might happen come October when the European Privacy Directive is to take effect, particularly because the various nations involved will administer and enforce the directive differently. "Infoworld Electric, May 29 98"

Therefore Ira needs to deliver full blown "self regulation of the internet" lest he go to the Canadian OECD meeting on the 7th of October with his own confident assertion in tatters.


European Companies Threatened by US Export Controls on Encryption Technology (undated 1997 press release)

EEMA is actively lobbying the European Commission in Brussels to improve competition in the Global Information Society. . . EEMA has identified that European companies are being severely disadvantaged by not being able to use secure messaging transmission techniques in conducting legitimate electronic trading. EEMA recognizes that the principal reasons for this are the disparate European legislation controlling the use of encryption and the fact that inter-working with dominant US-based computer software (operating system and application software) is subject to US legislation and restrictions. **These Controls have inhibited European industry access to effective security products and even worse, block European suppliers from competing on equal terms with their non-European competitors. Even more damaging is that EU suppliers are prohibited from supplying their own products into their national markets.**

A large proportion of the products and services which support the Information Society are of American origin. In order to integrate their products into popular applications originating from the US (for example those supplied by Microsoft), European companies currently need a Software Development Kit containing the Application Programming Interface (API) or Cryptographic API (CAPI). If this kit is to be used to produce a product outside of the United States or Canada it is subject to export controls by the US government.

The consequence of these controls is that European suppliers are disadvantaged in comparison with US and Canadian suppliers because their access to the necessary Software Development Kits is inhibited. European suppliers must develop detailed plans for approval by the US government, even if they plan to sell their products into the EU market only, prior to obtaining the necessary Software Development Kit. There are no guarantees that EU companies would actually receive such permission. Likewise there are no indications of how long it might take to obtain such a permission.

Alex Drobik, Chairman of EEMA, comments: "If this is not solved it will have severe implications for European companies ability to do business in the international marketplace. Vendors are unable to develop effective products and as a result users will not get the benefit of secure products. This has serious knock-on effects right across the supply chain."

European Business in Danger of Being Left Behind in Electronic Commerce Digital Certification Taskforce Set to Drive European Market

"Amsterdam, June 3rd 1998 - EEMA, the leading forum for advanced business communications, has today launched the European Certification Authority Forum (ECAF) at its annual conference in Amsterdam. The main objective for ECAF is to steer the European Digital Certification market to enable European businesses to compete effectively in the global online marketplace. Digital certificates, private and public keys are being used more and more and are an essential ingredient in the future of Electronic Commerce, however, until ECAF there was no co-ordinating body. ECAF's main remit is to establish harmonized European Digital Signature Legislation by getting the pan-European certification authorities to sign up to a common way of working.

Roger Dean, Executive Director of EEMA, comments: "Digital certification will open up real eCommerce opportunities for European businesses, however, without proper control it will end up as lots of propriety systems that don't talk to each other as vendors develop their own standards. ECAF will prevent this by driving common standards across Europe. This is fundamental if European businesses are to avoid slipping further behind their US counterparts."


At the same time Ira has for the past three years focused on his mission with Tom Kalil and working through the National Economic and Security Council to setting up the internet as a mechanism for global economic commerce..... touting the net as a means on which, in a few year's time, the majority of the world's economy will depend.

It looks as though Ira's agenda is to do this in such a way that the internet can be controlled by an American based, incorporated, non profit public authority set up under American law with a Board, purposefully established without fiscal restraints and without any oversight or accountability. And with board members who with a smattering of international representation can be made as subservient as possible to the interests of the large American Corporations. These Board members, through the GIP, will be passing the cup to pay for the expenses of establishing ICANN. Consider Bill Burrington Director of Law and Public Policy and Assistant General Counsel at AOL, a company which huge data holdings. He is the chair of the Washington DC Interactive Services Association which went on to form the Internet Alliance with membership very similar to GIP. Burrington is manning the barricades of the companies involved in the privacy dispute with the OECD. (Why should Burrington care? Consider AOL's electronic profiles on its 12 million members) Consider also Andy Sernovitz of AIM whose members have the same general interests and who helped BarbDooley of the CIX sell out the IFWP process.

So even if Ira looks heavy handed -- for this agenda to be used as the White House intends-- Ira needs to have his ducks in order in time for the OECD meeting in Canada that begins next week. He needs to demonstrate that he has enough power to have rammed through a solution at home. That is why things have turned nasty during the last week and why the iron fist is becoming seen with the incorporation of ICANN , and Postel's submission of the ICANN proposal yesterday -- even though, by Ira's own allegedly free process, ICANN should not yet be seen as the winner.


Consider the new board that has also been handed down with the Postel proposal to Commerce yesterday. No one I have spoken to knows anything about any of the board members save for Jun Murai and Esther Dyson. Conrades is of course well known. Howerver a couple of the most savvy, long time, well-connected people in the net have told me that they have no idea from where Conrades will be coming on on key issues. The Dun and Bradstreet nominee is seen as a staunch defender of intellectual property rights in the best Lynn Beresford WIPO and PTO tradition. The Australian is utterly unknown and as one of the two from Asia is perceived as a second insult to Asians who view the Aussies as Europeans. I have heard a perception from more than one source that, though irrational as it may seem to us, that having a Japanese serve on the board is a particular insult to the other Asian nations. The Europeans are unknowns here and the President of Radcliffe, though regarded as a nice person, is seen as knowing nothing about the issues on which she will have to decide. This is an interim board generally stacked with people who can not be expected to have any appreciation of the decisions necessary to keep the Internet from falling completely under the sway of American commercial, data gathering and privacy invasive interests. One must ask whether is a board that may be counted on to be compliant to the interests of AIM, the GIP, and the Internet Alliance. Conrades, for example, is an ex IBM vice president.


Ira is determined to confront the OECD next week with an Internet that *HE* and the White House clearly controls and to do so as a bargaining chip to use in getting our way against the Europeans and Asians and Canadians..... on the issues of encryption and privacy statutes. It would be instructive to see the legal basis of the government's arguments being used to get NSI to cave. Could it be that their content might be embarrasing? Several people assert that the condition that NSI has been asked to agree to bear no longer any relationship to the conditions of the legally binding 1993 cooperate agreement now in its last day of life. That is why Becky and Ira can't afford any leaks.

If SAIC doesn't order NSI to sign Ira's demands by the seventh, then Ira and the White House will not be as in control of the internet, as they need to demonstrate themselves to be, in order to use the internet as an American dominated global commerce weapon against the other OECD governments. Given that the majority of SAIC's work is tied to the intelligence community in the US, I am now convinced that SAIC will be offered a big enough plum for signing and penalty for not that such that although Gabe Batista certainly doesn't want to give in, he will be removed by SAIC if he doesn't capitulate. Then with .com firmly under the control of a compliant ICANN Board and Ira insisting that there will be an American majority the rest of the world can play on *OUR* terms with .com. The American view is that with the Internet firmly in command of the White House on American corporate terms, the Asians and Europeans will have no choice but to back off their privacy and the American encryption demands in order to get us to refrain from using our control against them. One of the experts with whom I have reviewed drafts of this article thinks that although ICANN does not really extend American control where it was before and indeed may give the Europeans a greater voice that they had before, the Europeans may be too angry to see it this way.

Remember also that Europe is trying to launch the Euro in such a way that it becomes the world's reserve currency. One would like to know whether the White House orders are do what ever is necessary to see that this effort fails.

The Europeans and Asians understand perfectly well the power play that Ira is engaged in. They are not surprisingly seething with anger. American arrogance could be doing dangerous things. It is likely that Ira believes that the EC won't dare to start a trade war over the October 25th deadline. Other sources indicate that European national sovereignty and honor are at stake and that Ira is making a big mistake to think that rationality will be operative. If we drive Europe and Asia into an economic and political alliance against us, we all will lose. Privacy, and the freedom to live our lives without government and corporate political or economic interference are at stake.

The COOK Report on Internet White House Corrupts Formation of IANA
431 Greenway Ave, Ewing, NJ 08618 USA Corporation. White Paper a Sham. See
(609) 882-2572 (phone & fax) Index to 6 years of COOK Report, how to
subscribe, exec summaries, special reports, gloss at


From: Joel Williams <>
To: NTIA.NTIAHQ(dnspolicy)
Date: 10/5/98 5:13pm
Subject: ICANN Comments

Comments are attached in WordPerfect 6.1 format.

Comments on the proposals posted at:

Proposal for the Internet Corporation for Assigned Names and Numbers (ICANN)

Proposal of The Boston Working Group

Proposal of Ronda Hauben

As just a common user of the internet I have reviewed each of the above proposals and feel that only the proposal of the Boston Working Group meets the principals established in Management of the Internet Domain Name System (White Paper). This is the only proposal that seeks to provide for individual users of the internet.

I would further recommend that Section 2 of the By Laws specifically state that membership in the Corporation be open to any and all interested individuals. Only open membership will ensure that the Corporation does not forget that its sole purpose is the serve its members (i.e., the internet users).

I agree with the other proposed changes submitted by the Boston Working Group as identified in the annotated Articles of Incorporation and By Laws.

I do not agree with the proposal of Ronda Hauben in that the essence of her proposal is to retain control of the internet in hands of a select group who would determine what is best for the internet community. Her proposed study would only determine who made up the select group.


From: Jeff Williams <>
To: DNS Policy <>
Date: 10/5/98 2:01pm
Subject: INEG. INC. Proposal Bylaws Proposal for the ICANN


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.


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:



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.


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.


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.


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.


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.



(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.


(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.



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.



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.


(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.


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


(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).


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.


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.


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.


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



(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


(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.


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.


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


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.


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.


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).


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).


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.


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.


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



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



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.


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.


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.


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.


(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.



(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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


The Chief Technology Officer shall advise the Board and the President on engineering and other technical issues related to the matters which they consider.


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.


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.


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.


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.



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.


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.


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.


From: Mark Luker <>
To: "''" <
Date: 10/5/98 11:08am
Subject: EDUCAUSE Endorsement of ICANN

October 5, 1998

EDUCAUSE Endorsement of the formation of the Internet Corporation for Assigned Names and Numbers (ICANN)

EDUCAUSE, an association of more than 1500 American colleges and universities, strongly endorses the formation of the Internet Corporation for Assigned Names and Numbers.  We believe that the legal documents under which ICANN has been incorporated fulfill the principles and intent of the White Paper issued by the U.S. Government in May, 1998 and form an effective basis on which the U.S. Government, the Network Solutions Corporation (a U.S. Government contractor), the Information Sciences Institute of the University of Southern California (a U.S. Government contractor), and other interested parties may transfer and transition to private sector management the core technical and administrative functions of the Internet set forth in the White Paper.

Faculty, researchers, students and staff at EDUCAUSE member institutions have participated actively in the development of the Internet since its inception more than twenty-five years ago. Much of the original research and applied development of Internet technology has been accomplished on American university campuses. These schools currently own and operate more than four million directly connected Internet hosts in the .edu domain. As major Internet stakeholders, our members are committed to the principles of the White Paper and we will support ICANN's startup and continuing role in Internet management as fully as possible.

Brian L. Hawkins, President
Mark Luker, Vice President

Mark Luker, VP EDUCAUSE; Suite 600, 1112 16th St. NW; Wash DC 20036
202-872-4200 x 5351; 202-872-4318 fax;

From: "Paul Stahura" <>
To: NTIA.NTIAHQ(dnspolicy)
Date: 10/5/98 12:05pm
Subject: ICANN

We support IANA's 6th draft of the bylaws. In our opinion, it represents, by far, the best consensus on the issue.

We do not support the "Boston Working Group" as we believe they represent a small minority and do not represent the broad-based consensus that IANA's proposal does.

It is now time for the US government to recognize ICANN and transition authority to that organization.

Paul Stahura
eNom, Inc.
Redmond, WA 98052