Note: this page is an archive of an old version of the bylaws. The current ICANN bylaws are always available at: https://www.icann.org/resources/pages/governance/bylaws-en
BYLAWS FOR INTERNET CORPORATION FOR ASSIGNED NAMES
AND NUMBERS
A California Nonprofit Public-Benefit Corporation
As Amended and Restated on 29 October 1999 and Amended Through 12 February
2002
TABLE OF CONTENTS
ARTICLE I: OFFICES AND SEAL
ARTICLE II: MEMBERSHIP
ARTICLE III: TRANSPARENCY AND PROCEDURES
ARTICLE IV: POWERS
ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS
ARTICLE VI: SUPPORTING ORGANIZATIONS
ARTICLE VI-A: THE ADDRESS SUPPORTING ORGANIZATION
ARTICLE VI-B: THE DOMAIN NAME SUPPORTING ORGANIZATION
ARTICLE VI-C: THE PROTOCOL SUPPORTING ORGANIZATION
ARTICLE VII: COMMITTEES
ARTICLE VIII: OFFICERS
ARTICLE IX: INDEMNIFICATION OF DIRECTORS, OFFICERS EMPLOYEES
AND OTHER AGENTS
ARTICLE X: GENERAL PROVISIONS
ARTICLE XI: FISCAL MATTERS
ARTICLE XII: AMENDMENTS
ARTICLE I: OFFICES AND SEAL
Section 1. OFFICES
The principal office for the transaction of the business of this corporation
(the "Corporation") will be in the County of Los Angeles, State
of California, United States of America. 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.
Section 2. SEAL
The Board may adopt a corporate seal and use the same by causing it or
a facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE II: MEMBERSHIP
Section 1. GENERAL
The Corporation shall not have members as defined in the California Nonprofit
Public Benefit Corporation Law ("CNPBCL"), notwithstanding the
use of the term "Member" in these bylaws, in a selection plan
adopted by Board resolution, or in any other action of the Board. Instead,
the Corporation shall allow individuals (described in these bylaws as
"Members") to participate in the activities of the Corporation
as described in this Article II and in a selection plan adopted by Board
resolution, and only to the extent set forth in this Article II and in
a selection plan adopted by Board resolution.
Section 2. PLAN FOR SELECTION OF FIVE "AT
LARGE" DIRECTORS IN THE YEAR 2000
Five persons shall be nominated and selected by no later than November
1, 2000, to become "At Large" Directors according to a selection
plan adopted by the Board. They shall be seated at the conclusion of the
Annual Meeting of the Corporation in 2000.
Section 3. TERMS OF "AT LARGE" DIRECTORS
The five "At Large" Directors seated as described in Section
2 shall serve terms that expire at the conclusion of the Annual Meeting
of the Corporation in 2002.
Section 4. TEMPORARY COMMITTEES
There shall be two temporary committees to assist in implementing the
selection plan mentioned in Section 2 of this Article. The first Committee,
the Nominating Committee, shall consist of four Directors of the Corporation
and three other individuals, one of whom shall be the current Chair of
the Internet Architecture Board. It shall have the responsibility for
nominating individuals for possible selection as "At Large"
Directors. Notwithstanding anything to the contrary in Article III, Section
4, its choice of nominees shall not be subject to review or reconsideration
by the Board. The second committee, the Election Committee, shall consist
of three Directors of the Corporation and four other individuals, including
at least one with significant expertise in monitoring elections to ensure
compliance with election procedures. It shall have the responsibility
of recommending to the Board procedures for carrying out and overseeing
the selection of five "At Large" Directors under the selection
plan. Each committee shall serve pursuant to a charter adopted by the
Board, and will cease to exist as soon as it has carried out the functions
identified in that charter. Each committee will establish its own rules
and procedures, which must be consistent with its charter.
Section 5. STUDY OF "AT LARGE" MEMBERSHIP
Beginning immediately following the conclusion of the Annual Meeting
of the Corporation in 2000, the Corporation shall initiate a comprehensive
study of the concept, structure and processes relating to an "At
Large" membership for the Corporation. The study shall be structured
so as to allow and encourage the participation of organizations worldwide,
and shall be a "clean sheet" study meaning that previous
decisions and conclusions regarding an "At Large" membership
will be informative but not determinative, and that the study will start
with no preconceptions as to a preferred outcome. The study shall include,
but not necessarily be limited to, the following issues, taking into account
the limited technical and administrative responsibilities of ICANN:
Whether the ICANN Board should include "At Large" Directors;
If so, how many such Directors there should be;
How any such "At Large" Directors should be selected, including
consideration of at least the following options: selection by an "At
Large" membership; appointment by the existing Board; selection
or appointment by some other entity or entities; and any combination
of those options;
If selection by an "At Large" membership is to be used, the
processes and procedures by which that selection will take place; and
What the appropriate structure, role and functions of an "At Large"
membership should be.
The Board shall establish, by the Annual Meeting in 2000, a process and
structure for the study that will enable it to meet the following deadlines:
a. The results of the study should be presented
to the Board no later than the second quarterly meeting of the Corporation
in 2001;
b. The Board shall review the study, and propose
for public comment whatever actions it deems appropriate as a result
of the study, on a schedule that would permit the Board to take final
action on the study no later than the Annual Meeting of the Corporation
in 2001; and
c. Any actions taken by the Board as a result of
the study that require the selection of any "At Large" Directors
should be implemented on a schedule that will allow any new "At
Large" Directors to be seated no later than the conclusion of the
Annual Meeting of the Corporation in 2002.
ARTICLE III: TRANSPARENCY AND PROCEDURES
Section 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.
Section 2. ACCESS TO INFORMATION
(a) All minutes of meetings of the Board, Supporting
Organizations (and any councils thereof) and Committees shall be approved
promptly by the originating body.
(b) No later than five (5) days after each meeting,
any actions taken by the Board shall be made publicly available in a
preliminary report on a publicly-accessible Internet World Wide Web
site maintained by the Corporation (the "Web Site"); provided,
however, that any actions relating to personnel or employment matters,
legal matters (to the extent the Board determines is necessary or appropriate
to protect the interests of the Corporation), matters that the Corporation
is prohibited by law or contract from disclosing publicly and other
matters that the Board determines, by a three-quarters (3/4) vote of
Directors voting, are not appropriate for public distribution shall
not be included in the preliminary report made publicly available. For
any matters that the Board determines not to disclose, the Board shall
describe in generic terms in the relevant preliminary report the reason
for such nondisclosure.
(c) No later than the day after the date on which
they are formally approved by the Board, the minutes shall be made publicly
available on the Web Site; provided, however, that any minutes relating
to personnel or employment matters, legal matters (to the extent the
Board determines is necessary or appropriate to protect the interests
of the Corporation), matters that the Corporation is prohibited by law
or contract from disclosing publicly and other matters that the Board
determines, by a three-quarters (3/4) vote of Directors voting, are
not appropriate for public distribution shall not be included in the
minutes made publicly available. For any matters that the Board determines
not to disclose, the Board shall describe in generic terms in the relevant
minutes the reason for such nondisclosure.
Section 3. NOTICE AND COMMENT PROVISIONS
(a) The Board shall post on the Web Site (i) periodically
a calendar of scheduled meetings for the upcoming year, and (ii) 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) With respect to any policies that are being
considered by the Board for adoption that substantially affect the operation
of the Internet or third parties, including the imposition of any fees
or charges, the Board will:
(i) provide public notice on the Web Site explaining
what policies are being considered for adoption and why;
(ii) 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
(iii) hold a public forum at which the proposed
policy would be discussed.
(c) After voting on any policy subject to Section
3(b) of this Article, the Board will publish in the meeting minutes
the reasons for any action taken, the vote of each Director voting on
the action, and the separate statement of any Director desiring publication
of such a statement.
(d) As appropriate, the Corporation will facilitate
the translation of final published documents into various appropriate
languages.
Section 4. RECONSIDERATION AND REVIEW
(a) Any person affected by an action of the Corporation
may request review or reconsideration of that action by the Board. The
Board shall adopt policies and procedures governing such review or reconsideration,
which may include threshold standards or other requirements to protect
against frivolous or non-substantive use of the reconsideration process.
(b) The Initial Board shall, following solicitation
of input from the Advisory Committee on Independent Review and other
interested parties and consideration of all such suggestions, adopt
policies and procedures for independent third-party review of Board
actions alleged by an affected party to have violated the Corporation's
articles of incorporation or bylaws.
ARTICLE IV: POWERS
Section 1. GENERAL POWERS
(a) Except as otherwise provided in the Articles
of Incorporation or these Bylaws (including Section 2(b) of Article
VI which sets forth responsibilities of Supporting Organizations), 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. With respect to any matters that would fall within the requirements
of Article III, Section 3 (b), the Board may act only by a majority
vote of all members of the Board; in all other matters unless otherwise
provided herein or by law, the Board may act by majority vote of those
present at any official meeting. Any references herein to a vote of
the Board shall mean the vote of only those members present at the meeting
unless otherwise provided herein by reference to "all of the members
of the Board."
(b) The Corporation shall not act as a Domain Name
System Registry or Registrar or Internet Protocol Address Registry in
competition with entities affected by the policies of the Corporation.
Nothing in this Section 1(b) is intended to prevent the Corporation
from taking whatever steps are necessary to protect the operational
stability of the Internet in the event of financial failure of a Registry
or Registrar or other emergency.
(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, such as the promotion of effective competition.
ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS
Section 1. INITIAL BOARD
The initial Board of Directors of the Corporation ("Initial Board")
shall be the Board that exists prior to the time of the seating of Directors
that have been selected in accordance with these bylaws by any Supporting
Organization(s) that exists under Section 3(a) of Article VI, and shall
consist of nine At Large members and the President. Five of the "At
Large" members of the Initial Board, to be determined by the "At
Large" members of the Initial Board, shall serve until the conclusion
of the Annual Meeting of the Corporation in 2000. The remaining four "At
Large" members of the Initial Board shall serve until the conclusion
of the Annual Meeting of the Corporation in 2002. No At Large 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
Board.
Section 2. ORIGINAL BOARD MEMBERS SELECTED BY THE
SUPPORTING ORGANIZATIONS
As soon as feasible after formation of a Supporting Organization pursuant
to Section 3(a) of Article VI, the Supporting Organization shall select
three persons to be the Original Directors selected by that Supporting
Organization and shall designate which of these persons shall serve each
of the staggered terms for such Original Directors specified in Section
9(c) of this Article. The Supporting Organization shall notify the Board
and Secretary of the Corporation in writing of the selections and designations.
The selected persons shall take office seven days after the notification
is received by the Secretary. The Supporting Organization Council may
by a two-thirds vote revise its designation of which of the selected persons
shall serve which of the staggered terms; such revision shall become effective
upon the Secretary's receipt, within 180 days of the original notification,
of the written consents of each Original Director whose term is affected
by the revision.
Section 3. NUMBER OF DIRECTORS AND ELECTION OF CHAIRMAN
(a) The authorized number of Directors shall be
no less than nine (9) and no more than nineteen (19).
(b) The Board shall annually elect a Chairman and
a Vice-Chairman from among the Directors, not including the President.
Section 4. QUALIFICATION OF DIRECTORS AFTER THE
INITIAL BOARD
Each Board after the Initial Board shall be comprised as follows:
(i) Three (3) Directors selected by the Address
Supporting Organization, as defined in Article VI;
(ii) Three (3) Directors selected by the Domain
Name Supporting Organization, as defined in Article VI;
(iii) Three (3) Directors selected by the Protocol
Supporting Organization, as defined in Article VI;
(iv) Nine (9) "At Large" members of the
Initial Board during their terms of office prescribed in Section 1 of
this Article, and any successors; and
(v) The person who shall be, from time to time,
the President of the Corporation.
Section 5. ADDITIONAL QUALIFICATIONS
Notwithstanding anything herein to the contrary, no official of a national
government or a multinational entity established by treaty or other agreement
between national governments may serve as a Director. As used herein,
the term "official" means a person (a) who holds an elective
governmental office or (b) who is employed by such government or multinational
entity and whose primary function with such government or entity is to
develop or influence governmental or public policies.
Section 6. INTERNATIONAL REPRESENTATION
In order to ensure broad international representation on the Board: (1)
at least one citizen of a country located in each of the geographic regions
listed in this Section 6 shall serve as an At Large Director on the Board
(other than the Initial Board) at all times; and (2) no more than one-half
(1/2) of the total number of At Large Directors serving at any given time
shall be citizens of countries located in any one Geographic Region. The
selection of Directors by each Supporting Organization shall comply with
all applicable geographic diversity provisions of these Bylaws or of any
Memorandum of Understanding referred to in these Bylaws concerning the
Supporting Organization. As used herein, each of the following shall be
a "Geographic Region": Europe; Asia/Australia/Pacific; Latin
America/Caribbean islands; Africa; North America. The specific countries
included in each Geographic Region shall be determined by the Board, and
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,
taking account of the evolution of the Internet.
Section 7. CONFLICT OF INTEREST
The Board, through a committee designated for that purpose, shall require
a statement from each Director not less frequently than once a year setting
forth all business and other affiliations which relate in any way to the
business and other affiliations of the Corporation. Each Director shall
be responsible for disclosing to the Corporation any matter that could
reasonably be considered to make such Director an "interested director"
within the meaning of Section 5233 of the California Nonprofit Public
Benefit Corporation Law ("CNPBCL"). In addition, each Director
shall disclose to the Corporation any relationship or other factor that
could reasonably be considered to cause the Director to be considered
to be an "interested person" within the meaning of Section 5227
of the CNPBCL. The Board shall adopt policies specifically addressing
Director, Officer and Supporting Organization conflicts of interest. No
Director shall vote on any matter in which he or she has a material and
direct interest that will be affected by the outcome of the vote.
Section 8. DUTIES OF DIRECTORS
Directors shall serve as individuals who have the duty to act in what
they reasonably believe are the best interests of the Corporation and
not as representatives of the subordinate entity that selected them, their
employers, or any other organizations or constituencies.
Section 9. SELECTION AND TERM
(a) "At Large" Directors shall be selected
pursuant to the provisions of Article II of these Bylaws.
(b) Prior to October 1 of each year, each Supporting
Organization entitled to select a Director (other than an Original Director
selected by the Supporting Organization under Section 2 of this Article)
shall make its selection according to the procedures specified by Article
VI (including Articles VI-A, VI-B, and VI-C). The Supporting Organization
shall give the Secretary of the Corporation written notice of the selection
within fifteen days after that selection.
(c) The regular term of office of a Director shall
be as follows:
1. The term as Director of the person holding
the office of President shall be for as long as, and only for as long
as, such person holds the office of President;
2. The term of "At Large" members of
the Initial Board shall expire as stated in Section 1 of this Article;
3. The term of the five At Large Directors seated
pursuant to Article II, Section 2 of these Bylaws shall expire as
stated in Article II, Section 3; and
4. The staggered terms of the Original Directors
selected by any Supporting Organization as provided by Section 2 of
this Article shall extend until the conclusion of the second, third,
and fourth Annual Meeting of the Corporation, respectively, after
the Supporting Organization's notification of their selections and
designations is received by the Secretary.
5. The term of a Director selected by any Supporting
Organization to succeed a Director previously selected by it (other
than a Director selected to fill a vacancy) shall expire at the conclusion
of the third Annual Meeting of the Corporation after the one at the
conclusion of which the term of the Director's predecessor expired.
Each Director, including a Director selected to fill a vacancy or selected
at a special meeting, shall hold office until expiration of the term
for which selected and qualified and until a successor has been selected
and qualified or until that Director resigns or is removed in accordance
with these bylaws, provided that no "At Large" Director selected
pursuant to Article II of these Bylaws shall continue to hold office
after the expiration of his or her term even if a successor has not
been selected and qualified. No Director may serve more than two (2)
terms.
(d) Resources of the Corporation will not be expended
in support of any campaign of any person seeking to be selected as a
member of the Board.
Section 10. RESIGNATION
Subject to Section 5226 of the CNPBCL, any Director may resign at any
time, either by oral tender of resignation at any meeting of the Board
(followed by prompt written notice to the Secretary of the Corporation)
or by giving written notice thereof to the President or the Secretary
of the Corporation. Such resignation shall take effect at the time specified,
and, unless otherwise specified, the acceptance of such resignation shall
not be necessary to make it effective. The successor shall be selected
pursuant to Section 12 of this Article.
Section 11. REMOVAL OF A DIRECTOR
Any Director may be removed following notice and a three-fourths (3/4)
majority vote of all members of the Board; provided, however, that the
Director who is 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,
that each vote to remove a Director shall be a separate vote on the sole
question of the removal of that particular Director. A Director selected
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, without a recommendation
by the Supporting Organization, seeks to remove more than one Director
selected by a Supporting Organization within a four-month period, the
Board must show reasonable cause for its action.
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, 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 involving an "At Large" Director,
whether from the Initial Board or seated under Article II, Section 2 of
these Bylaws, shall be filled by a vote of the remaining Directors. Any
vacancy occurring on the Board of Directors involving a Director selected
by a Supporting Organization shall be filled by the Supporting Organization
selecting that Director according to the procedures specified by Article
VI (including Articles VI-A, VI-B, and VI-C). A Director selected to fill
a vacancy on the Board shall serve for the unexpired term of his or her
predecessor in office and until a successor has been selected and qualified.
The replacement need not hold the office, if any, of the removed Director.
No reduction of the authorized number of Directors shall have the effect
of removing a Director prior to the expiration of the Director's term
of office.
Section 13. ANNUAL MEETING OF THE CORPORATION
Annual meetings of the Corporation will be held for the purpose of electing
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. If the Board determines that it is practical, the annual
meeting should be distributed in real-time and archived video and audio
formats on the Internet.
Section 14. REGULAR MEETINGS
Regular meetings of the Board will be held on dates to be determined
by the Board. To the extent practicable, regular meetings should be held
in different locations around the world on a regular basis. In the absence
of other designation, regular meetings will be held at the principal office
of the Corporation.
Section 15. SPECIAL MEETINGS
Special meetings of the Board may be called by or at the request of one-quarter
(1/4) of the members of the Board or by the Chairman of the Board or the
President. A call for a special meeting will be made by the Secretary
of the Corporation. In the absence of designation, special meetings will
be held at the principal office of the Corporation.
Section 16. NOTICE OF MEETINGS
Notice of time and place of all meetings will be delivered personally
or by telephone or by electronic mail to each Director, or sent by first-class
mail (air mail for addresses outside the United States) or facsimile,
charges prepaid, addressed to each Director at the 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. 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 forty-eight (48) hours before the time of the holding of
the meeting. Notwithstanding anything in this Section 16 to the contrary,
notice of a meeting need not be given to any Director who signed a waiver
of notice or a written consent to holding the meeting or an approval of
the minutes thereof, whether before or after the meeting, or who attends
the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such Director. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes
of the meetings.
Section 17. QUORUM
At all annual, regular and special meetings of the Board, a majority
of the total number of Directors then in office shall constitute a quorum
for the transaction of business, and the act of a majority of the Directors
present at any meeting at which there is a quorum shall be the act of
the Board, unless otherwise provided herein or by law. If a quorum shall
not be present at any meeting of the Board, the Directors present thereat
may adjourn the meeting from time to time to another place, time or date.
If the meeting is adjourned for more than twenty-four (24) hours, notice
shall be given to those Directors not at the meeting at the time of the
adjournment.
Section 18. ACTION BY TELEPHONE MEETING OR BY OTHER
COMMUNICATIONS EQUIPMENT
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 (i) conference
telephone or similar communications equipment, provided that all Directors
participating in such a meeting can speak to and hear one another or (ii)
electronic video screen communication or other communication equipment;
provided, that (a) all Directors participating in such a meeting can speak
to and hear one another, (b) all Directors are provided the means of fully
participating in all matters before the Board and (c) the Corporation
adopts and implements means of verifying that (x) a person participating
in such a meeting is a Director or other person entitled to participate
in the meeting and (y) all actions of, or votes by, the Board are taken
or cast only by the Directors and not persons who are not Directors. Participation
in a meeting pursuant to this Section constitutes presence in person at
such meeting. The Corporation shall be required to make available at the
place of any meeting of the Board the telecommunications equipment necessary
to permit members of the Board to participate by telephone.
Section 19. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board or a Committee
of the Board may be taken without a meeting if all of the Directors entitled
to vote thereat shall individually or collectively consent in writing
to such action. Such written consent shall have the same force and effect
as the unanimous vote of such Directors. Such written consent or consents
shall be filed with the minutes of the proceedings of the Board.
Section 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. The Corporation shall take such steps as it deems appropriate
under the circumstances to assure itself that communications by electronic
mail are authentic.
Section 21. RIGHTS OF INSPECTION
Every Director shall have the right at any reasonable time to inspect
and copy all books, records and documents of every kind, and to inspect
the physical properties of the Corporation. The Corporation shall establish
reasonable procedures to protect against the inappropriate disclosure
of confidential information.
Section 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.
Section 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.
ARTICLE VI: SUPPORTING ORGANIZATIONS
Section 1. DESCRIPTION
(a) There shall be advisory bodies known as Supporting
Organizations. The Supporting Organizations shall be those specified
in Article VI, Section 1(b), as it may be amended from time to time
according to Article XII.
(b) The Supporting Organizations shall be the following:
1. The Address Supporting Organization ("ASO");
2. The Domain Name Supporting Organization ("DNSO");
and
3. The Protocol Supporting Organization ("PSO").
Section 2. RESPONSIBILITIES AND POWERS
(a) Each Supporting Organization shall select Directors
to those seats on the Board designated, pursuant to Section 4 of Article
V, to be filled by that Supporting Organization. The selection of Directors
by each Supporting Organization shall comply with all applicable geographic
diversity provisions of these Bylaws.
(b) The Supporting Organizations shall serve as
advisory bodies to the Board, with the primary responsibility for developing
and recommending substantive policies regarding those matters falling
within their specific responsibilities, as described in this Article
VI (including VI-A, VI-B and VI-C).
(c) The Board shall refer proposals for substantive
policies not received from a Supporting Organization to the Supporting
Organization, if any, with primary responsibility for the area to which
the proposal relates for initial consideration and recommendation to
the Board.
(d) Any recommendation forwarded to the Board by
a Supporting Organization shall be transmitted to all other Supporting
Organizations so that each Supporting Organization may comment to the
Board regarding the implications of such a recommendation on activities
within their individual scope of primary responsibility.
(e) Subject to the provisions of Article III, Section
3, the Board shall accept the recommendations of a Supporting Organization
if the Board finds that the recommended policy (1) furthers the purposes
of, and is in the best interest of, the Corporation; (2) is consistent
with the Articles and Bylaws; (3) was arrived at through fair and open
processes (including participation by representatives of other Supporting
Organizations if requested); and (4) is not reasonably opposed by any
other Supporting Organization. No recommendation of a Supporting Organization
shall be adopted unless the votes in favor of adoption would be sufficient
for adoption by the Board without taking account of either the Directors
selected by the Supporting Organization or their votes.
(f) If the Board declines to accept any recommendation
of a Supporting Organization, it shall return the recommendation to
the Supporting Organization for further consideration, along with a
statement of the reasons it declines to accept the recommendation. If,
after reasonable efforts, the Board does not receive a recommendation
from the Supporting Organization that it finds meets the standards of
Section 2(e) of this Article VI or, after attempting to mediate any
disputes or disagreements between Supporting Organizations, receives
conflicting recommendations from Supporting Organizations, and the Board
finds there is a justification for prompt action, the Board may initiate,
amend or modify and then approve a specific policy recommendation.
(g) Nothing in this Section 2 is intended to limit
the powers of the Board or the Corporation to act on matters not within
the scope of primary responsibility of a Supporting Organization or
to take actions that the Board finds are necessary or appropriate to
further the purposes of the Corporation.
Section 3. SUPPORTING ORGANIZATION FORMATION
(a) The initial Supporting Organizations contemplated
by Section 1(b) of this Article VI shall be formed through community
consensus, as reflected in applications or similar proposals to create
an initial Supporting Organization. Provision for specific supporting
organizations shall be set forth in Articles added after this Article
VI and before Article VII by Bylaw amendments that shall, in the Board's
judgment, (1) be consistent with these Bylaws; (2) ensure that the full
range of views of all interested parties will be fairly and adequately
reflected in the decisions of the Supporting Organization; and (3) serve
the purposes of the Corporation. Upon the adoption of such Bylaw amendments,
the Supporting Organization shall be deemed to exist for purposes of
these Bylaws. Once accepted by the Board through the amendment of these
Bylaws and the failure of the Board to disapprove any subsequent decisions
by the Supporting Organizations or their constituent bodies, the procedures
of the Supporting Organizations shall prevail in the case of any inconsistency
with any other provisions of these Bylaws.
(b) The Board may amend the Bylaws to create additional
Supporting Organizations if it determines, by a two-thirds (2/3) vote
of all members of the Board, that it would serve the purposes of the
Corporation. In the event of a staff recommendation that an additional
Supporting Organization should be created, the Board will post the staff
recommendation on the Web Site, including a detailed explanation of
why such action is necessary or desirable, set a reasonable time for
the receipt of public comments, and not make a final decision to seek
the consensus development of such additional Supporting Organization
until it has taken into account all such comments.
Section 4. ELIGIBILITY
No person shall serve simultaneously as (i) a member of any Supporting
Organization Council or other body that is directly responsible for the
selection of Directors by that Supporting Organization and (ii) a Director
or a member of any other Supporting Organization Council. If a member
of any such Supporting Organization Council or such other body accepts
a nomination to be considered to serve on the Board, such member shall
not, following such acceptance, participate in any discussion of, or vote
by, such Supporting Organization Council or other body relating to the
selection of Directors by such Council or other body.
ARTICLE VI-A: THE ADDRESS SUPPORTING ORGANIZATION
Section 1. DESCRIPTION
(a) The ASO shall advise the Board with respect
to policy issues relating to the operation, assignment and management
of Internet addresses.
(b) The ASO shall be the entity established by
a Memorandum of Understanding between the Corporation and a group of
regional Internet registries ("RIRs").
(c) The ASO shall be considered to exist and
to be recognized when the Memorandum of Understanding has been signed
by the President pursuant to authorization of the Board.
Section 2. ADDRESS COUNCIL
(a) The ASO shall have a Address Council, consisting
of representatives of the RIRs that are signatories to the Memorandum
of Understanding. The Address Council shall, at least annually, host
a meeting (the "General Assembly"), open to participation
by all interested individuals.
(b) The Address Council shall select Directors
to those seats on the Board designated to be filled by the ASO.
ARTICLE VI-B: THE DOMAIN NAME SUPPORTING ORGANIZATION
Section 1. DESCRIPTION
(a) The DNSO shall advise the Board with respect
to policy issues relating to the Domain Name System.
(b) The DNSO shall consist of (i) a Names Council
("NC"), consisting of representatives of constituencies as
described in Section 3 of this Article VI-B ("Constituencies")
elected by those Constituencies and (ii) a General Assembly ("GA"),
consisting of all interested individuals and entities.
Section 2. THE NAMES COUNCIL
(a) The NC shall consist of representatives,
selected in accordance with Section 3(c) of this Article, from each
Constituency recognized by the Board pursuant to the criteria set forth
in Section 3 of this Article.
(b) The NC is responsible for the management
of the consensus building process of the DNSO. It shall adopt such procedures
and policies as it sees fit to carry out that responsibility, including
the designation of such research or drafting committees, working groups
and other bodies of the GA as it determines are appropriate to carry
out the substantive work of the DNSO. Each recognized Constituency shall
be invited to participate in each of such bodies. Each of such bodies
shall provide appropriate means, as determined by the NC, for input
and such participation as is practicable under the circumstances by
other interested parties. Any reports or recommendations presented to
the NC by such bodies shall be posted on a web site accessible by the
public for public review and comment; absent clear justification, which
shall be publicly stated at the time of any action, the NC shall not
act on any report or recommendation until a reasonable time for public
comment has passed and the NC has reviewed and evaluated all public
comments received. The NC is responsible for ensuring that all responsible
views have been heard and considered prior to a decision by the NC.
(c) Constituencies or GA participants may propose
that the NC consider domain name policies or recommendations. If the
NC undertakes consideration of a domain name topic, or if a Constituency
so requests, the NC shall designate one or more research or drafting
committees, or working groups of the GA, as appropriate to evaluate
the topic, and shall set a time frame for the report of such committee
or working group. Following the receipt of a report or recommendation
from such a body, the NC may accept the report or recommendation for
submission to the Constituencies for comment and consultation, or return
the report or recommendation to the body from which it originated for
further work. After the report or recommendation is submitted to the
Constituencies and the comment period for the Constituencies has expired,
the NC shall evaluate the comments to determine whether there is a basis
for a consensus recommendation to the Board.
(d) If two-thirds (2/3) of the members of the
NC determine that the DNSO process has produced a community consensus,
that consensus position shall be forwarded to the Board as a consensus
recommendation, along with all materials or other information that could
reasonably be relevant to the Board's review of that determination,
including (but not limited to) the dissenting statement(s) of any member(s)
of the NC. If more than one-half (1/2) but less than two-thirds (2/3)
of the members of the NC determine that the DNSO process has produced
a community consensus, that position may be forwarded to the Board as
a NC recommendation, along with statements of majority and minority
views, and any separate or dissenting statement(s) of any member(s)
of the NC. Any proposed recommendation that is not supported by an affirmative
vote of one-half (1/2) of the members of the NC may be returned to the
body from which it originated, or may be assigned to a new body, for
further work. In such a case, the NC may report to the board the lack
of a consensus and the steps, if any, it plans to take from this point
forward with respect to this particular recommendation. The NC is responsible
for ensuring that the Board is informed of any significant implementation
or operational concerns expressed by any responsible party.
(e) The NC shall forward to the Board, from among
those persons nominated by the GA, its selection(s) for the Director(s)
to fill any open Board position(s) reserved for the DNSO. Any such selection(s)
must have the affirmative votes of at least one-half (1/2) of all the
members of the NC. At any given time, no two Directors serving on the
Board selected by the NC shall be citizens of the same country or of
countries located in the same Geographic Region.
(f) Unless shortened by the Board in its recognition
of a Constituency, the term of office for each member of the NC shall
be two years.
(g) No more than one officer, director or employee
of a corporation or other organization (including its subsidiaries and
affiliates) shall serve on the NC at any given time.
(h) Meetings of the NC may be held (i) in person
or via teleconference, at the discretion of the NC, so long as all members
of the NC participating can speak to and hear one another or (ii) via
electronic video screen communication or other communication equipment;
provided, that (a) all members of the NC participating in such a meeting
can speak to and hear one another, (b) all members of the NC are provided
the means of fully participating in all matters before the NC and (c)
the NC adopts and implements means of verifying that (x) a person participating
in such a meeting is a member of the NC or other person entitled to
participate in the meeting and (y) all actions of, or votes by, the
NC are taken or cast only by the members of the NC or other persons
entitled to cast votes. A majority of the total number of NC members
then in office shall constitute a quorum for the transaction of business,
and the act of a majority of the NC members present at any meeting at
which there is a quorum shall be the act of the NC, unless otherwise
provided herein. Advance notice of such meetings shall be posted on
a web site that is available for public access and, if reasonably practicable,
at least 14 days in advance of the meeting. Except where determined
by a majority vote of members of the NC present that a closed session
is appropriate, meetings shall be open to physical or electronic attendance
by all interested persons. The NC shall post minutes of its meetings
to a web site that is available for public access as soon as practicable
following the meeting, and no later than 21 days following the meeting.
(i) The NC shall elect the Chairman of the GA
annually.
(j) Administrative and operational costs of the
DNSO shall be funded by DNSO participants in a manner to be determined
by the NC, consistent with Section 4(c) below.
Section 3. THE CONSTITUENCIES
(a) Each Constituency shall self-organize, and
shall determine its own criteria for participation, except that no individual
or entity shall be excluded from participation in a Constituency merely
because of participation in another Constituency, and constituencies
shall operate to the maximum extent feasible in an open and transparent
manner and consistent with procedures designed to ensure fairness. The
Board shall recognize a Constituency (including the initial Constituencies
described in (b) below) by a majority vote, whereby the Constituency
shall be deemed to exist for purposes of these Bylaws.
(b) The initial Constituencies shall consist
of (in alphabetical order):
1. ccTLD registries;
2. commercial and business entities;
3. gTLD registries;
4. ISP and connectivity providers;
5. non-commercial domain name holders;
6. registrars; and
7. trademark, other intellectual property
and anti-counterfeiting interests.
(c) Each Constituency shall select up to three
individuals to represent that Constituency on the NC, no two of whom
may be citizens of the same Geographic Region, as defined in Article
V, Section 6, except that, with the consent of the Board, this latter
requirement may be suspended for the term of a particular individual
upon a showing that it is impracticable for the Constituency to obtain
such geographic diversity. Any such waiver shall be granted only upon
a commitment by the constituency to a substantive plan to diversify
its membership, thereby minimizing the likelihood of the need for future
waivers from the Board. Notwithstanding the foregoing, no Constituency
may have more representatives on the NC than there are members of the
Constituency.
(d) Any group of individuals or entities may
petition the Board for recognition as a new or separate Constituency.
Any such petition will be posted for public comment pursuant to Article
III, Section 3. The Board may create new Constituencies in response
to such a petition, or on its own motion, if it determines that such
action would serve the purposes of the Corporation. In the event the
Board is considering acting on its own motion it shall post a detailed
explanation of why such action is necessary or desirable, set a reasonable
time for public comment, and not make a final decision on whether to
create such new Constituency until after reviewing all comments received.
Whenever the Board posts a petition or recommendation for a new Constituency
for public comment, it will notify the names council and will consider
any response to that notification prior to taking action.
Section 4. THE GENERAL ASSEMBLY
(a) The GA shall be an open forum for participation
in the work of the DNSO, and open to all who are willing to contribute
effort to the work of the DNSO. The participants in the GA should be
individuals who have a knowledge of and an interest in issues pertaining
to the areas for which the DNSO has primary responsibility, and who
are willing to contribute time, effort and expertise to the work of
the DNSO, including work item proposal and development, discussion of
work items, draft document preparation, and participation in research
and drafting committees and working groups.
(b) The GA shall meet at least once a year, if
possible in conjunction with regularly scheduled meetings of the Board.
To the maximum extent practicable, all meetings should be available
for online attendance as well as physical attendance.
(c) The costs of GA meetings shall be the responsibility
of the DNSO, which may levy an equitable, cost-based fee on GA attendees
to recoup those costs. There shall be no other fees required to participate
in the GA.
(d) Participants in the GA shall nominate, pursuant
to procedures adopted by the NC and approved by the Board, persons to
serve on the Board in those seats reserved for the DNSO.
ARTICLE VI-C: THE PROTOCOL SUPPORTING ORGANIZATION
Section 1. DESCRIPTION
(a) The PSO shall advise the Board with respect
to policy issues relating to the assignment of parameters for Internet
protocols.
(b) The PSO shall be the entity established by
a Memorandum of Understanding between the Corporation and a group of
open, international, Internet-related standards development organizations
("SDOs").
(c) The PSO shall be considered to exist and
to be recognized when the Memorandum of Understanding has been signed
by the President and ratified by the Board.
Section 2. PROTOCOL COUNCIL
(a) The PSO shall have a Protocol Council, consisting
of representatives of the SDOs that are signatories to the Memorandum
of Understanding. The Protocol Council shall, at least annually, host
a meeting (the "General Assembly"), open to participation
by all interested individuals.
(b) The Protocol Council shall select Directors
to those seats on the Board designated to be filled by the PSO.
ARTICLE VII: COMMITTEES
Section 1. COMMITTEES GENERALLY
(a) The Board may establish one or more committees
in addition to those set forth in Section 3 of this Article VII. 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;
(v) The approval of any self-dealing transaction,
as such transactions are defined in Section 5233(a) of the CNPBCL;
(vi) The approval of the annual budget required
by Section 4 of Article XI; or
(vii) The compensation of any officer described
in Sections 4 through 8 of Article VIII.
(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.
(c) The Board may establish such temporary committees
as it sees fit, with duties and responsibilities as set forth in the
resolutions or charters adopted by the Board in establishing such committees.
Section 2. COMMITTEES OF THE BOARD
Only Directors may be appointed to a Committee of the Board. If a person
appointed to a Committee of the Board ceases to be a Director, such person
shall also cease to be a member of any Committee of the Board. Each Committee
of the Board shall consist of two or more Directors. The Board may designate
one or more Directors as alternate members of any such committee, who
may replace any absent member at any meeting of the committee. The Board
may terminate any Committee of the Board.
Section 3. ADVISORY COMMITTEES
The Board may create one or more Advisory Committees in addition to those
set forth in the next paragraph. 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 chairman 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. Membership of the Governmental Advisory Committee shall
be open to all national governments. Membership shall also be open to
Distinct Economies as recognized in international fora, and multinational
governmental organizations and treaty organizations, on the invitation
of the Governmental Advisory Committee through its Chair, or on invitation
of the ICANN Board. Members of the Governmental Advisory Committee shall
appoint one accredited representative to the Committee. The accredited
representative of a member must hold a formal official position with
the member's public administration. The term "official" includes
a holder of an elected governmental office, or a person who is employed
by such government, public authority or multinational governmental or
treaty organization and whose primary function with such government,
public authority or organization is to develop or influence governmental
or public policies. 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 Board will notify the chairman of
the Governmental Advisory Committee of any proposal for which it seeks
comments under Article III, Section 3(b) and will consider any response
to that notification prior to taking action.
(b) There shall be a DNS Root Server System Advisory
Committee. The initial chairman 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.
Section 4. TERM OF OFFICE
The chairman and each member of a committee shall serve until his or
her successor is appointed, or until such committee is sooner terminated,
or until he or she is removed, resigns, or otherwise ceases to qualify
as a member of the committee.
Section 5. QUORUM; MEETINGS
A majority of the members of the committee shall constitute a quorum
at any meeting of that committee. Each committee shall meet as often as
is necessary to perform its duties.
Section 6. VACANCIES
Vacancies on any committee shall be filled in the same manner as provided
in the case of original appointments.
Section 7. COMPENSATION
Committee members shall receive no compensation for their services as
a member of a committee. 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
Section 1. OFFICERS
The officers of the Corporation will be a President (who will serve as
Chief Executive Officer), a Secretary, a Chief Financial Officer and a
Chief Technical Officer. The Corporation may also have, at the discretion
of the Board, any additional officers that it deems appropriate. Any person,
other than the President, may hold more than one office, except that no
member of the Board (other than the President) shall simultaneously serve
as an officer of the Corporation.
Section 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.
Section 3. REMOVAL OF OFFICERS
Any Officer may be removed, either with or without cause, by a two-thirds
(2/3) majority vote of all the members of the Board. Should any vacancy
occur in any office as a result of death, resignation, removal, disqualification
or any other cause, the Board may delegate the powers and duties of such
office to any Officer or to any Director until such time as a successor
for the office has been elected.
Section 4. 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 will be empowered to call
special meetings of the Board as set forth herein, and shall discharge
all other duties as may be required by these Bylaws and from time to time
may be assigned by the Board.
Section 5. SECRETARY
The Secretary shall keep or cause to be kept the minutes of the Board
in one or more books provided for that purpose, will see that all notices
are duly given in accordance with the provisions of these Bylaws or as
required by law, and in general perform all duties as from time to time
may be prescribed by the President or the Board.
Section 6. CHIEF FINANCIAL OFFICER
The Chief Financial Officer ("CFO") shall be the chief financial
officer of the Corporation. If required by the Board, the CFO shall give
a bond for the faithful discharge of his or her duties in such form and
with such surety or sureties as the Board shall determine. The CFO shall
have charge and custody of all the funds of the Corporation and shall
keep or cause to be kept, in books belonging to the Corporation, full
and accurate amounts of all receipts and disbursements, and shall deposit
all money and other valuable effects in the name of the Corporation in
such depositories as may be designated for that purpose by the Board.
The CFO shall disburse the funds of the Corporation as may be ordered
by the Board or the President and, whenever requested by them, shall deliver
to the Board and the President an account of all his or her transactions
as CFO and of the financial condition of the Corporation. The CFO shall
be responsible for the Corporation's financial planning and forecasting
and shall assist the President in the preparation of the Corporation's
annual budget. The CFO shall coordinate and oversee the Corporation's
funding, including any audits or other reviews of the Corporation or its
Supporting Organizations. The CFO shall be responsible for all other matters
relating to the financial operation of the Corporation.
Section 7. CHIEF TECHNICAL OFFICER
The Chief Technical Officer shall advise the Board and the President
on engineering and other technical issues related to the matters which
they consider.
Section 8. ADDITIONAL OFFICERS
In addition to the officers described above, any additional or assistant
officers who are elected or appointed by the Board shall perform such
duties as will be assigned to them by the President or the Board.
Section 9. COMPENSATION AND EXPENSES
The compensation of any Officer of the Corporation shall be approved
by the Board. Expenses incurred in connection with performance of their
officer duties may be reimbursed to Officers upon approval of the President
(in the case of Officers other than the President) or the Board.
ARTICLE IX: INDEMNIFICATION OF DIRECTORS, OFFICERS
EMPLOYEES AND OTHER AGENTS
The Corporation shall, to maximum extent permitted by the CNPBCL, indemnify
each of its agents against expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with any
proceeding arising by reason of the fact that any such person is or was
an agent of the Corporation. For purposes of this Article, an "agent"
of the Corporation includes any person who is or was a Director, Officer,
employee or any other agent of the Corporation, including members of any
Supporting Organization acting within the scope of his or her responsibility
and on behalf of the best interests 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 as such, whether or not
this Corporation would have the power to indemnify the agent against that
liability under the provisions of this Article.
ARTICLE X: GENERAL PROVISIONS
Section 1. CONTRACTS
The Board may authorize any Officer or Officers, agent or agents, to
enter into any contract or execute or deliver any instrument in the name
of and on behalf of the Corporation, and such authority may be general
or confined to specific instances. 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.
Section 2. DEPOSITS
All funds of the Corporation not otherwise employed will be deposited
from time to time to the credit of the Corporation in such banks, trust
companies or other depositories as the Board may select.
Section 3. CHECKS
All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the Corporation
will be signed by such Officer or Officers, agent or agents, of the Corporation
and in such a manner as shall from time to time be determined by resolution
of the Board.
Section 4. LOANS
No loans will be made by or to this Corporation and no evidences of indebtedness
will be issued in its name unless authorized by a resolution of the Board.
Such authority may be general or confined to specific instances; provided,
however, that no loans will be made by the Corporation to its Directors
or Officers.
ARTICLE XI: FISCAL MATTERS
Section 1. ACCOUNTING
The fiscal year end of the Corporation shall be determined by the Board.
Section 2. AUDIT
At the end of the fiscal year, the books of the Corporation will be closed
and audited by certified public accountants. The appointment of the fiscal
auditors will be the responsibility of the Board.
Section 3. ANNUAL REPORT AND ANNUAL STATEMENT
The Board shall publish, at least annually, a report describing its activities,
including an audited financial statement and a description of any payments
made by the Corporation to Directors (including reimbursements of expenses).
The Corporation 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.
Section 4. ANNUAL BUDGET
The President shall prepare and, at least forty-five (45) days prior
to the commencement of each fiscal year, submit to the Board, a proposed
annual budget of the Corporation for the next fiscal year. The proposed
budget shall identify anticipated revenue sources and levels and shall,
to the extent practical, identify anticipated material expense items by
line item. The Board shall adopt an annual budget and shall publish the
adopted Budget on the Web Site.
Section 5. FEES AND CHARGES
The Board may, subject to the procedures set forth in Article III, Section
3, set fees and charges for the services and benefits provided by the
Corporation, with the goal of fully recovering the reasonable costs of
the operation of the Corporation and establishing reasonable reserves
for future expenses and contingencies reasonably related to the legitimate
activities of the Corporation. Such fees and charges shall be fair and
equitable, and once adopted shall be published on the Web Site in a sufficiently
detailed manner so as to be readily accessible.
ARTICLE XII: AMENDMENTS
Except as otherwise provided in the Articles of Incorporation or these
Bylaws, the Articles of Incorporation or Bylaws of the Corporation may
be altered, amended, or repealed and new Bylaws adopted only upon action
by a two-thirds (2/3) vote of all members of the Board.
Comments concerning the layout, construction and
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