Appendix B to Minutes of Board Meeting
15 December 2002
ARTICLE XX: TRANSITION ARTICLE
Section 1. PURPOSE
This Transition Article sets forth the provisions for the transition
from the processes and structures defined by the ICANN Bylaws, as amended
and restated on 29 October 1999 and amended through 12 February 2002 (the
"Old Bylaws"),
to the processes and structures defined by the Bylaws of which this Article
is a part (the "New Bylaws").
Section 2. BOARD OF DIRECTORS
1. For the period beginning on the adoption of
this Transition Article and ending on the Effective Date and Time of
the New Board, as defined in paragraph 5 of this Section
2, the Board of Directors of the Corporation ("Transition Board")
shall consist of the members of the Board who would have been Directors
under the Old Bylaws immediately after the conclusion of the annual
meeting in 2002, except that those At-Large members of the Board under
the Old Bylaws who elect to do so by notifying the Secretary of the
Board on 15 December 2002 or in writing or by e-mail no later than 23
December 2002 shall also serve as members of the Transition Board. Notwithstanding
the provisions of Article
VI, Section 12 of the New Bylaws, vacancies on the Transition Board
shall not be filled. The Transition Board shall not have liaisons as
provided by Article VI, Section 9 of the New Bylaws. The Board Committees
existing on the date of adoption of this Transition Article shall continue
in existence, subject to any change in Board Committees or their membership
that the Transition Board may adopt by resolution.
2. The Transition Board shall elect a Chair and
Vice-Chair to serve until the Effective Date and Time of the New Board.
3. The "New Board" is that Board described
in Article VI, Section
2(1) of the New Bylaws.
4. Promptly after the adoption of this Transition
Article, a Nominating Committee shall be formed including, to the extent
feasible, the delegates and liaisons described in Article
VII, Section 2 of the New Bylaws, with terms to end at the conclusion
of the ICANN annual meeting in 2003. The Nominating Committee shall
proceed without delay to select Directors to fill Seats 1 through 8
on the New Board, with terms to conclude upon the commencement of the
first regular terms specified for those Seats in Article
VI, Section 8(1)(a)-(c) of the New Bylaws, and shall give the ICANN
Secretary written notice of that selection.
5. The Effective Date and Time of the New Board
shall be a time, as designated by the Transition Board, during the first
regular meeting of ICANN in 2003 that begins not less than seven calendar
days after the ICANN Secretary has received written notice of the selection
of Directors to fill at least ten of Seats 1 through 14 on the New Board.
As of the Effective Date and Time of the New Board, it shall assume
from the Transition Board all the rights, duties, and obligations of
the ICANN Board of Directors. Subject to Section 4 of this Article,
the Directors (Article VI, Section 2(1)(a)-(d)) and non-voting liaisons
(Article VI, Section 9) as to which the ICANN Secretary has received
notice of selection shall, along with the President (Article VI, Section
2(1)(e)), be seated upon the Effective Date and Time of the New Board,
and thereafter any additional Directors and non-voting liaisons shall
be seated upon the ICANN Secretary’s receipt of notice of their
selection.
6. The New Board shall elect a Chairman and Vice-Chairman
as its first order of business. The terms of those Board offices shall
expire at the end of the annual meeting in 2003.
7. Committees of the Board in existence
as of the Effective Date and Time of the New Board shall continue in
existence according to their existing charters, but the terms of all
members of those committees shall conclude at the Effective Date and
Time of the New Board. Temporary committees in existence as of the Effective
Date and Time of the New Board shall continue in existence with their
existing charters and membership, subject to any change the New Board
may adopt by resolution.
Section 3. ADDRESS SUPPORTING ORGANIZATION
The Address Supporting Organization shall continue in operation according
to the provisions of the Memorandum
of Understanding originally entered on 18 October 1999 between ICANN
and a group of regional Internet registries (RIRs), and amended
in October 2000, until
a replacement Memorandum of Understanding becomes effective. Promptly
after the adoption of this Transition Article, the Address Supporting
Organization shall make selections, and give the ICANN Secretary written
notice of those selections, of:
1. Directors to fill Seats 9 and 10 on
the New Board, with terms to conclude upon the commencement of the first
regular terms specified for each of those Seats in Article
VI, Section 8(1)(d) and (e) of the New Bylaws; and
2. the delegate to the Nominating Committee
selected by the Council of the Address Supporting Organization, as called
for in Article
VII, Section 2(8)(f) of the New Bylaws.
With respect to the ICANN Directors that it is entitled to select, and
taking into account the need for rapid selection to ensure that the New
Board becomes effective as soon as possible, the Address Supporting Organization
may select those Directors from among the persons it previously selected
as ICANN Directors pursuant to the Old Bylaws. To the extent the Address
Supporting Organization does not provide the ICANN Secretary written notice,
on or before 31 March 2003, of its selections for Seat 9 and Seat 10,
the Address Supporting Organization shall be deemed to have selected for
Seat 9 the person it selected as an ICANN Director pursuant to the Old
Bylaws for a term beginning in 2001 and for Seat 10 the person it selected
as an ICANN Director pursuant to the Old Bylaws for a term beginning in
2002.
Section 4. COUNTRY-CODE NAMES SUPPORTING ORGANIZATION
Until such time as a Country-Code Names Supporting Organization is established,
Seats 11 and 12 on the New Board shall remain vacant, and the delegate
to the Nominating Committee established by the New Bylaws designated to
be selected by such an organization shall be appointed by the Transition
or New Board, depending on which is in existence at the time any particular
appointment is required, after due consultation with members of the ccTLD
community. Upon the organization and recognition by the ICANN Board of
a Country-Code Names Supporting Organization, that Supporting Organization
shall promptly select persons to fill Seats 11 and 12 on the New Board,
and give written notice of those selections to the ICANN Secretary. Any
delegate to the Nominating Committee appointed by the Transition or New
Board according to this Section 4 then serving shall remain in office,
but subsequent appointments of the Nominating Committee delegate described
in Article VII, Section 2(8)(c) shall be made by the Council of the Country
Code Names Supporting Organization.
Section 5. GENERIC NAMES SUPPORTING ORGANIZATION
1. The Domain
Name Supporting Organization shall cease operations upon the adoption
of this Transition Article, except that the Names
Council of the Domain Name Supporting Organization may act for the
limited purpose of authorizing the transfer of any funds it has collected
to the benefit of the Generic Names Supporting Organization.
2. The Generic Names Supporting Organization
("GNSO") shall commence operations upon the adoption of this
Transition Article, and the following six DNSO constituencies shall
automatically become constituencies of the GNSO, initially under their
existing charter:
a. The commercial
and business entities constituency of the DNSO shall become the Commercial and
Business Users constituency of the GNSO.
b. The gTLD
registries constituency of the DNSO shall become the gTLD
Registries constituency of the GNSO.
c. The ISP
and connectivity providers constituency of the DNSO shall become
the Internet Service
and Connectivity Providers constituency of the GNSO.
d. The non-commercial
domain name holders constituency of the DNSO shall become the Non-Commercial
Users constituency of the GNSO.
e. The registrars
constituency of the DNSO shall become the Registrars
constituency of the GNSO.
f. The trademark,
other intellectual property and anti-counterfeiting interests constituency
of the DNSO shall become the Intellectual
Property Interests constituency of the GNSO.
3. Notwithstanding the adoption or effectiveness
of the New Bylaws, each GNSO constituency described in paragraph
2 of this Section 5 shall continue operating as before and no constituency
official, task force, or other activity shall be changed until further
action of the constituency, provided that each GNSO constituency shall
submit to the ICANN Secretary a new charter and statement of operating
procedures, adopted according to the constituency's processes and consistent
with the New Bylaws, no later than 15 July 2003.
4. Until the conclusion of the ICANN annual meeting
in 2003, the GNSO Council shall consist of three representatives of
each constituency of the GNSO plus, upon their selection by the Nominating
Committee, three persons selected by that committee. It may also have
liaisons appointed by the Governmental Advisory Committee and (Interim)
At-Large Advisory Committee, as provided in Article X, Section 3(1)
of the New Bylaws. Thereafter, the composition of the GNSO Council shall
be as provided in
the New Bylaws, as they may be amended from time to time, without
regard to this Transition Article. All committees, task forces, working
groups, drafting committees, and similar groups established by the DNSO
Names Council and in existence immediately before the adoption of this
Transition Article shall continue in existence as groups of the GNSO
Council with the same charters, membership, and activities, subject
to any change by action of the GNSO Council.
5. Upon the adoption of this Transition
Article, the three representatives on the Domain Name Supporting Organization
("DNSO") Names Council from each of six DNSO constituencies
shall be seated as representatives of constituencies on the GNSO Council,
as follows:
a. The three representatives of the
commercial and business entities constituency of the DNSO shall be
seated as representatives of the Commercial and Business Users constituency
of the GNSO.
b. The three representatives of the
gTLD registries constituency of the DNSO shall be seated as representatives
of the gTLD Registries constituency of the GNSO.
c. The three representatives of the
ISP and connectivity providers constituency of the DNSO shall be seated
as representatives of the Internet Service and Connectivity Providers
constituency of the GNSO.
d. The three representatives of the
non-commercial domain name holders constituency of the DNSO shall
be seated as representatives of the Non-Commercial Users constituency
of the GNSO.
e. The three representatives of the
registrars constituency of the DNSO shall be seated as representatives
of the Registrars constituency of the GNSO.
f. The three representatives of the
trademark, other intellectual property and anti-counterfeiting interests
constituency of the DNSO shall be seated as representatives of the
Intellectual Property Interests constituency of the GNSO.
6. The terms of the GNSO Council members described
in paragraph 5 of this Section 5 shall last for
the remainder of their terms under the Old Bylaws, except that all terms
of GNSO Council members shall conclude at the conclusion of the ICANN
annual meeting in 2003. Any vacancy occurring in a position on the GNSO
Council before that time shall be filled by the constituency which the
vacant position represents for the remainder of the term lasting until
the conclusion of the ICANN annual meeting in 2003.
7. Promptly after the adoption of this
Transition Article, the Generic Names Supporting Organization shall, through the GNSO Council,
make selections of Directors to fill Seats 13 and 14 on the New Board,
with terms to conclude upon the commencement of the first regular terms
specified for each of those Seats in Article
VI, Section 8(1)(d) and (e) of the New Bylaws, and shall give the
ICANN Secretary written notice of its selections.
8. In the absence of further action on the
topic by the New Board, each of the GNSO constituencies shall select
two representatives to the GNSO Council no later than 1 October
2003, and shall provide the ICANN Secretary written notice of its selections.
Each constituency shall designate one of those representatives to serve
a one-year term, and one to serve a two year-term. Each successor to
those representatives shall serve a two-year term.
9. Upon the adoption of this Transition
Article, and until further action by the ICANN Board, the GNSO Council
shall assume responsibility for the DNSO General Assembly e-mail announcement
and discussion lists.
10. Each of the constituencies identified
in paragraph 5 of this Section 5 that are designated
to select a delegate to the Nominating Committee under Article
VII, Section 2 of the New Bylaws shall promptly, upon adoption of
this Transition Article, notify the ICANN Secretary of the person(s)
selected to serve as delegates.
Section 6. PROTOCOL SUPPORTING ORGANIZATION
The Protocol
Supporting Organization referred to in the Old Bylaws is discontinued.
Section 7. ADVISORY COMMITTEES AND TECHNICAL LIAISON
GROUP
1. Upon the adoption of the New Bylaws,
the Governmental Advisory Committee shall continue in operation according
to its existing operating principles and practices, until further action
of the committee. The Governmental Advisory Committee may designate
liaisons to serve with other ICANN bodies as contemplated by the New
Bylaws by providing written notice to the ICANN Secretary. Promptly
upon the adoption of this Transition Article, the Governmental Advisory
Committee shall notify the ICANN Secretary of the person selected as
its delegate to the Nominating Committee, as set forth in Article
VII, Section 2 of the New Bylaws.
2. The organizations designated as members
of the Technical Liaison Group under Article
XI-A, Section 2(2) of the New Bylaws shall each designate the two
individual technical experts described in Article
XI-A, Section 2(6) of the New Bylaws, by providing written notice
to the ICANN Secretary. As soon as feasible,
the delegate from the Technical Liaison Group to the Nominating Committee
shall be selected according to Article XI-A, Section 2(7) of the New
Bylaws.
3. Upon the adoption of the New Bylaws,
the Security and
Stability Advisory Committee shall continue in operation according
to its existing operating principles and practices, until further action
of the committee. Promptly upon the adoption
of this Transition Article, the Security and Stability Advisory Committee
shall notify the ICANN Secretary of the person selected as its delegate
to the Nominating Committee, as set forth in Article VII, Section 2(4)
of the New Bylaws.
4. Upon the adoption of the New Bylaws,
the Root Server System
Advisory Committee shall continue in operation according to its
existing operating principles and practices, until further action of
the committee. Promptly upon the adoption of this Transition Article,
the Root Server Advisory Committee shall notify the ICANN Secretary
of the person selected as its delegate to the Nominating Committee,
as set forth in Article
VII, Section 2(3) of the New Bylaws.
5. At-Large Advisory Committee
a. Until such time as ICANN recognizes,
through the entry of a Memorandum of Understanding, the Regional At-Large
Organizations (RALOs) identified in Article
XI, Section 2(4) of the New Bylaws, there shall exist an Interim
At-Large Advisory Committee composed of ten individuals (two from
each ICANN region) selected by the ICANN Board following nominations
by the At-Large Organizing Committee. The Nominating Committee shall
select five more individuals, one from each region, as soon as feasible,
to serve terms on the (Interim) At-Large Advisory Committee as specified
by Article XI,
Section (2)(4)(c)(3) of the New Bylaws in accordance with the
principles established in Article
VII, Section 5 of the New Bylaws.
b. Upon the entry of each RALO into
such a Memorandum of Understanding, that entity shall be entitled
to select two persons who are citizens and residents of that Region
to be members of the At-Large Advisory Committee established by Article
XI, Section 2(4) of the New Bylaws. Upon the entity's written
notification to the ICANN Secretary of such selections, those persons
shall immediately assume the seats held until that notification by
the Interim At-Large Advisory Committee members previously selected
by the Board from the RALO's region.
c. Upon the seating of persons selected
by all five RALOs, the Interim At-Large Advisory Committee shall become
the At-Large Advisory Committee, as established by Article
XI, Section 2(4) of the New Bylaws. The five individuals selected
to the Interim At-Large Advisory Committee by the Nominating Committee
shall become members of the At-Large Advisory Committee for the remainder
of the terms for which they were selected.
d. Promptly upon its creation, the Interim
At-Large Advisory Committee shall notify the ICANN Secretary of the
persons selected as its delegates to the Nominating Committee, as
set forth in Article
VII, Section 2(6) of the New Bylaws.
Section 8. OFFICERS
ICANN officers (as defined in Article
XIII of the New Bylaws) shall be elected by the then-existing Board
of ICANN at the annual meeting in 2002 to serve until the annual meeting
in 2003.
Section 9. GROUPS APPOINTED BY THE PRESIDENT
Notwithstanding the adoption or effectiveness of the New Bylaws, task
forces and other groups appointed by the ICANN President shall continue
unchanged in membership, scope, and operation until changes are made by
the President.
Section 10. CONTRACTS WITH ICANN
Notwithstanding the adoption or effectiveness of the New Bylaws, all
agreements, including employment and consulting agreements, entered by
ICANN shall continue in effect according to their terms.
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