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IP: an expanded version of IANA's earlier discussion draft
From: Dave Farber <farber () cis upenn edu>
Date: Mon, 13 Jul 1998 20:41:58 -0500
IMPLEMENTATION OF A NEW INTERNET ASSIGNED NUMBERS AUTHORITY (IANA) I. Introduction This is an expanded version of IANA's earlier discussion draft posted on 26 June 1998 on the implementation of the new not-for-profit Corporation referred to in the U.S Government's white paper on "Management of Internet Names and Addresses." This draft reflects both a variety of input on earlier documents as well as reports from the Reston and Brussels meetings concerning this issue. This draft will continue to evolve as input is received through additional international meetings in Geneva and Singapore and from comments received directly at IANA. IANA is also providing an opportunity for public comment through its web page (www.iana.org) and encourages any and all constructive comments or suggestions. We emphasize that this paper is a compilation of ideas expressed by the Internet community and are explicitly intended to be discussed. We encourage everyone to comment. Our only request is that the comments be substantive, and that any criticisms be accompanied by specific suggestions for change or improvement. Comments are welcome and solicited, and can be directed to comments () iana org. Comments concerning this draft will be posted at www.iana.org. II. Purposes The purpose of the new Corporation should be maintaining the operational stability of the Internet by: (1) coordinating the assignment of Internet technical parameters as needed to maintain universal connectivity on the Internet; (2) managing and performing functions related to the coordination of the Internet address space; (3) managing and performing functions related to the coordination of the Internet domain name system; and (4) overseeing operation of the authoritative Internet root server system. III. Offices Given the historical functions performed in the United States, and the need to transition these functions to the new Corporation, incorporation as a non-profit corporation in the United States, and probably in California, is a logical step. The nature and character of the new Corporation's Board will be the true test of its ability to represent the interests of stakeholders around the world. There have been suggestions that point to the advantages of creating an additional office(s) outside of the U.S. Suggestions on the proposed responsibilities and location(s) of this office(s) are solicited. IV. Scope of Activities The Corporation should be dedicated to preserving the operational stability of the central coordinating functions of the global Internet for the public good. It should operate as a not-for-profit, cost-recovery, nonpartisan corporation for charitable and public purposes. V. Board 1. Powers The powers of the Corporation should be exercised, its property controlled and its business and affairs conducted, by or under the direction of the Board. Unless otherwise provided, the Board should act by a majority vote of Directors present at a meeting, subject to the quorum requirements. 2. Number and Qualification It is critical that the Corporation's Board meet several criteria: (1) represent the different interests of the various types of stakeholders; (2) represent relevant interests from around the world; (3) be able to function effectively. The Board should be comprised as follows: (a) Three (3) Directors nominated by the Address Supporting Organization; (b) Three (3) Directors nominated by the Domain Name Supporting Organization; (c) Three (3) Directors nominated by the Protocol Supporting Organization; and (d) Six (6) Directors nominated by the Industry/User Supporting Organization. The important condition is that the Board as ultimately constituted be representative of the diversity of stakeholders. A critical issue is how to ensure that the Board is truly an international body that represents the various stakeholders around the world. There are a variety of ways this might be accomplished, including (1) limiting the number of directors from any one country to no more than a specified percentage of the directors, or (2) requiring those persons nominated for the Board by the various nominating organizations to be persons of diverse nationality. Suggestions on how to ensure that the Board is truly an international body are solicited. Each Board member should represent the interests of the Internet community as a whole. Once he or she takes a Board seat, he or she should not be the representative of a specific group, country, or region, but rather a fiduciary for all those interested in and affected by the operation of the Internet. It is critical that the new Corporation be up and running sufficiently before September 30, 1998 so that it can undertake to manage, in conjunction with the Department of Commerce, the transition that is scheduled to take place at that time. Thus, the Initial Board will almost inevitably have to be a true consensus group, arising out of the various meetings and discussions between the various interested stakeholders. Such a group might consist of clearly qualified and respected senior figures who would not participate in the governance of this new Corporation past this initial period, and who could undertake to both manage the initial period and to develop consensus in the Internet community regarding further structural and operational details of the new Corporation. Such an Initial Board should serve for a relatively short time -- no more than one term -- and should be responsible for recognizing the Supporting Organizations that should be the source of regular Board nominations. To ensure an effective transition, and to maintain Internet stability throughout the transition, the Initial Board should probably not all be replaced at the same time. Suggestions on how to create an effective transition mechanism from the Initial Board to the Permanent Board are solicited. Because of the limited time available for a new Corporation to be created, and to minimize any transition difficulties, concrete suggestions as to who might be appropriate to serve on such an Initial Board should be made as soon as possible. Suggestions for Initial Board candidates are solicited. 3. Conflict of Interest Each Director should be responsible for disclosing to the Corporation any matter that could reasonably be perceived to make such Director an "interested director" or any relationship or other factor that could reasonably be perceived to be a conflict of interest. Board members should be required to recuse themselves from any decisions in which they have a direct interest. 4. Election and Term New Directors should be installed at each annual meeting of the Board to hold office until the end of their terms. Except for the Initial Board, the regular term of office of a Director elected should be three (3) years. Any Directors should be able to serve additional terms provided that the total years of continuous service does not exceed six (6). The Board should also arrange for the terms of the Directors to be staggered by providing that of the first Permanent Board elected, five Directors should serve an initial term of one (1) year, five Directors should serve an initial term of two (2) years, and five Directors should serve an initial term of three (3) years. Suggestions on how these staggered terms should be apportioned for the first Permanent Board are solicited. 5. Compensation The Directors should receive no compensation for their services as Directors. The Board may, however, authorize the reimbursement of actual and necessary expenses incurred by Directors performing duties as Directors. VI. Supporting Organizations 1. Powers The Supporting Organizations should serve as advisory bodies to the Board and should have such powers and duties as may be prescribed by the Board and the bylaws. The Board should be able to add additional, or remove existing, Supporting Organizations by a two-thirds (2/3) majority vote of all members of the Board. The Supporting Organizations should be responsible for nominating Directors to the Board and for recommending policies and procedures regarding the governance and operation of the Corporation as well as the general Internet infrastructure. The Board should approve or reject policies and procedures recommended by the Supporting Organizations subject to review for (1) compliance with the articles and bylaws, (2) fair and open process, and (3) absence of unresolved conflicts between Supporting Organizations. The Supporting Organizations also should constitute the primary funding sources for the Corporation in accordance with the policies established by the Board. In the interest of providing the framework for the organization before September 30, 1998, special arrangements should be made for the transitional period, focusing on unconditional corporate or charitable grants, with the permanent funding mechanism to be established by the Initial Board. Suggestions for initial funding are solicited. 2. Qualifications for Membership Minimal qualifications for membership in the Supporting Organizations should be established by the Board. Other than those minimal qualifications, however, each Supporting Organization should establish its own rules consistent with maintaining inclusive membership. The Board should also be able to prohibit unduly restrictive membership conditions. 3. Description and Responsibilities The bylaws should establish at least be the following Supporting Organizations: (a) The Address Supporting Organization should be composed of representatives from regional Internet address registries. Until such time as there are additional members in the Address Supporting Organization, Directors from this Supporting Organization should represent the American Registry for Internet Numbers ("ARIN"), the Asia Pacific Network Information Center ("APNIC") and Reseaux IP Europeens ("RIPE NCC"). The Address Supporting Organization should organize a committee called the Address Council to make recommendations to the Board regarding policies and procedures for the assignment of Internet addresses. (b) The Domain Name Supporting Organization should be composed of representatives from name registries and registrars of both generic/global and country-code top level domains ("TLDs") and other entities with interests in these issues (for example, entities interested in trademark and related issues). The Domain Name Supporting Organization should organize a committee called the Name Council to make recommendations to the Board regarding policies and procedures relating to top level (generic/global and country-code) domains, including operation, assignment, and management of the domain name system. (c) The Protocol Supporting Organization should be composed of representatives from the Internet protocol organizations. Until such time as there are additional members in the Protocol Supporting Organization, the Internet Architecture Board should act as the Protocol Supporting Organization. The Protocol Supporting Organization should organize a committee called the Protocol Council to make recommendations regarding policies and procedures regarding the management of protocol numbers, port numbers, and other technical parameters. (d) The Industry/User Supporting Organization should be composed of representatives of organizations that represent Internet users. The Industry/User Committee should organize a committee called the Industry/User Council to make recommendations regarding the advancement of the purposes and capabilities of the Internet, the needs of Internet users, and other matters concerning the use of the Internet. Suggestions on how the Industry/User Supporting Organization could be constituted, and whether it would be preferable to divide this Supporting Organization into two or more separate entities are solicited. VII. Officers The initial officers of the Corporation should be a Chairperson of the Board, a Chief Technology Officer (CTO), a President or Chief Executive Officer (CEO), and a Treasurer/Chief Financial Officer. The Board should be free to add additional officers as needed. VIII. Indemnification The Directors and staff of the Corporation should be indemnified by the Corporation from any personal liability or expense from developing, promulgating, or implementing the policies adopted by the Board. IX. Public Process The Corporation should engage independent auditors on an ongoing basis. The Corporation should operate to the maximum extent possible in an open and transparent manner at all levels. Board and Supporting Organization meetings should be open to the public, unless and except to the extent that executive sessions are expressly instituted for stated reasons, and minutes and other materials should be published and available on the Internet. X. Bylaws Any bylaws adopted by the Corporation should be altered, amended, or repealed and new bylaws adopted only upon action by two-thirds (2/3) majority vote of all members of the Board. The initial bylaws of the Corporation should be transitional in nature and aid in the initial governance of the Corporation. Consistent with this purpose, the initial bylaws should be reviewed and replaced as deemed necessary or appropriate by the Permanent Board within one (1) year after it is elected. However, the initial bylaws should remain in full force and effect until such time as they are amended or replaced.
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