Interesting People mailing list archives
IP: IANA Proposal Submitted to the USG
From: Dave Farber <farber () cis upenn edu>
Date: Fri, 02 Oct 1998 18:05:42 -0400
Following is the text of IANA's proposal for the new Internet governance
corporation which was submitted today to the U.S. Dept. of Commerce.
Please call Joe Sims at 202-879-3863 if you have any questions.
October 2, 1998
Honorable William M. Daley
Secretary of Commerce
c/o Karen Rose
Office of International Affairs
Room 471
National Telecommunications and
Information Administration
United States Department of Commerce
14th and Constitution Avenue, N.W.
Washington, D.C. 20230
Re: Management of Internet Names and Addresses
Dear Secretary Daley:
On June 5, 1998, the National Telecommunications and Information
Administration ("NTIA") of the United States Department of Commerce issued
a policy statement, commonly known as the "White Paper," in which NTIA
called on private sector Internet stakeholders to form a not-for-profit
corporation to administer policy for the Internet name and address system.
Since that time, people all over the world have been working diligently to
meet NTIA's challenge, and I believe we have now reached that goal. This
accomplishment is the result of an extensive process of discussions and
negotiations among a large number of interested people and organizations.
The process has included meetings, conferences, and most appropriately for
this purpose, heavy use of the Internet. I am very pleased to say that we
have reached a successful conclusion. Enclosed are documents reflecting
this consensus, including copies of the Articles of Incorporation and
proposed Bylaws for this new non-profit organization, which has been
incorporated in California.**While the organization has been formally
incorporated, it has not yet elected a board of directors or adopted
bylaws, and currently intends to refrain from doing so until the completion
of your review of the enclosed materials. These documents reflect the
consensus judgment of the global Internet community as to how to form a
corporation that will absorb the IANA function, and in addition take on
other coordination and administrative responsibilities necessary for the
continued operational stability and growth of the Internet.
The organization that these documents will create is fully responsive
to the criteria and specific recommendations set forth in the White Paper.
In particular:
Global Internet Stakeholder Consensus. The White Paper urged
that the new corporation's organizers include "representatives of regional
Internet number registries, Internet engineers and computer scientists,
domain name registries, domain name registrars, commercial and
noncommercial users, Internet service providers, international trademark
holders and Internet experts highly respected throughout the international
Internet community." All of those and more have participated in this
process, and achieving consensus among such a broad group has proven to be
both an exciting and difficult task. While there is probably no one who is
entirely satisfied with the enclosed documents, including myself, the
essence of consensus is compromise, and it is in that spirit that almost
all participants in this process have labored. IANA's role in this has
primarily been as the scribe, recording to the best of our ability what we
understood to be the community consensus as it developed. There have been
five iterations of draft documents, each more refined and benefitting from
comments and suggestions from throughout the community. These final
documents are the cumulative reflection of those efforts, and we believe
that they do in fact command the support of a broad consensus of Internet
stakeholders, private and public.
Interim Board. The White Paper proposed the appointment, on an
interim basis, of a diverse Initial Board of Directors who would
serve for a short period of time, and then could not again serve
on the Board for a fixed period following the election of the
first permanent Board. As was the case with respect to the
organizational documents that are attached to this submission,
recommendations and suggestions for Initial Board members have
been received from around the world. The following persons, who
bring a range of skills and experience that will be invaluable in
continuing the work of creating this global consensus
organization, have agreed to serve on the Initial Board:
-- Geraldine Capdeboscq, Executive Vice President for
Strategy, Technology and Partnerships, BULL. Mrs.
Capdeboscq has been with BULL since 1988, serving
previously as President of the Smartcards, Terminals
and Securization Division.
-- George H. Conrades, Partner, Polaris Venture Partners.
Mr. Conrades is the former Chief Executive Officer of
BBN Corporation, and most recently GTE Executive Vice
President and President, GTE Internetworking, since the
acquisition of BBN by GTE in July 1997. He is a
director of several companies, and a trustee of The
Scripps Research Institute and the Committee for
Economic Development.
-- Gregory L. Crew, Chairman, Australian Communications
Industry Forum Ltd. Mr. Crew is the former Chief
Executive Officer of Mercury Communications Ltd.,
Chairman of the Australian Information Technology
Engineering Centre Ltd., and a Fellow of the
Institution of Electrical Engineers. The ACIF is the
organization established by the communications industry
in Australia to manage its self-regulatory processes.
-- Esther Dyson, Chairman, EDventure Holdings. Ms. Dyson
co-chaired the United States National Information
Infrastructure Advisory Council Information Privacy and
Intellectual Property subcommittee, sits on the boards
of several business organizations, is a member of the
board of the Electronic Freedom Foundation, the Santa
Fe Institute and the Institute for East-West Studies,
and serves on the advisory board of the Software
Entrepreneurs Forum and the Poynter Institute for Media
Studies. She is the author of Release 2.0: A design
for living in the digital age.
-- Frank Fitzsimmons, Senior Vice President-Global
Marketing, Dun & Bradstreet Corporation. Mr.
Fitzsimmons has been with D&B since 1987, and is
currently responsible for the implementation of new
global marketing initiatives in the areas of access
systems, software, Internet applications and electronic
commerce.
-- Hans Kraaijenbrink, Chairman of the Executive Board,
ETNO (Association of European Public Telecommunications
Network Operators). Mr. Kraaijenbrink is Manager,
European Policy and Regulation for Royal KPV N.V.,
responsible for European and international regulatory
strategic affairs.
-- Jun Marai, Professor, Faculty of Environmental
Information, KEIO University. Professor Marai is also
the General Chairperson of the WIDE Project (an
Internet research consortium), President of Japan
Network Information Centre (JPNIC), an Adjunct
Professor at the Institute of Advanced Studies, United
Nations University, and a member of the Board of
Trustees of the Internet Society.
-- Dr. Eugenio Triana, Internet Management Consultant.
Dr. Triana was formerly Secretary General of Industrial
Promotion and Technology in the Spanish Ministry of
Industry and Energy, and President of the Licensing
Executive Society (LES-Spain). He recently left the
European Commission staff, where he was Deputy Director
General of DG XIII, responsible for the Commission's
relations with information and communications
technology user interests and for coordinating policy
for space and satellite development.
-- Linda S. Wilson, President, Radcliffe College. Dr.
Wilson was previously Vice President for Research at
the University of Michigan, and is a charter member of
the National Academy of Sciences'
Government-University-Industry Research Roundtable.
She is a member of the Institute of Medicine of the
National Academy of Sciences and a fellow of the
American Association for the Advancement of Science.
This distinguished group of individuals is both geographically
diverse and possesses the mixture of technical expertise,
management experience and consensus-building skills called for by
the White Paper and required to move this process forward.
Additional biographical information for each of the proposed
Initial Board members is attached to this submission. Finally,
in response to the White Paper, Article V.1 of the Bylaws
provides that the members of the Initial Board may not serve
again on the Board until two years have elapsed following the end
of their terms.
Supporting Organizations. The White Paper suggested that the new
corporation could rely on "separate, diverse, and robust name and
number councils responsible for developing, reviewing, and
recommending for the Board's approval policy related to matters
within each council's competence." Article VI of the Bylaws
accomplishes this objective by creating three Supporting
Organizations -- for Addresses, Protocols, and Domain Names --
which are delegated the primary responsibility for developing and
recommending substantive policies and procedures regarding those
matters within their individual scope.
Bottom-up Governance. The White Paper recommended a system for
electing the permanent Board of Directors that preserves, as much
as possible, the tradition of bottom-up governance of the
Internet. To this end, Article V.4 of the Bylaws provides for a
Board that will have a total of nineteen members: three to be
selected by the Address Supporting Organization; three to be
selected by the Domain Name Supporting Organization; three to be
selected by the Protocol Supporting Organization; nine to be
elected "At Large"; and the president of the corporation. Each
of the Supporting Organizations is required by the Bylaws to be
an open, inclusive and transparent organization, and to allow
broad participation in both its substantive activities and in the
process for choosing the directors that will be selected by that
Supporting Organization. At Large Board members will be elected
through a process that will rely on nominations from Internet
users and other participants. Thus, the Board will be entirely
made up of individuals selected by the persons that operate and
use the Internet, fully reflecting the policies advanced by the
White Paper.
Geographic and Functional Diversity. The White Paper suggested
that the Initial Board be directed "to establish a system for
electing a Board of Directors for the new corporation that
insures that the new corporation's Board of Directors reflects
the geographical and functional diversity of the Internet, and is
sufficiently flexible to permit evolution to reflect changes in
the constituency of Internet stakeholders." As described above,
directors will be elected by a combination of specialized
Supporting Organizations and directly by an at large membership;
this structure is directly responsive to the White Paper's call
for functional diversity and evolutionary flexibility. With
respect to geographical diversity, Article V.6 of the Bylaws
provides that no more than one-half of the directors may be
residents of any one geographic region, and no more than two of
the directors nominated by each Supporting Organization may be
residents of any one geographic region. To ensure that the Board
reflects the likely evolution of the Internet, Article V.6 also
requires the Board to revisit this issue at least every three
years so as to preserve the principle of geographic diversity.
Transparent Decision-Making. The White Paper urged that the new
corporation should be governed on the basis of a "sound and
transparent decision-making process, which protects against
capture by a self-interested faction." In response, Article 4 of
the Articles of Incorporation requires that the corporation
"operate for the benefit of the Internet community as a whole,"
and also contains a broad commitment of the corporation to "open
and transparent processes." Article III of the Bylaws, entitled
"Transparency and Procedures," adds to this commitment with a
requirement that the corporation and its subordinate entities
"operate to the maximum extent feasible in an open and
transparent manner and consistent with procedures designed to
ensure fairness." In addition, Article III requires that the
activities of the corporation be broadly disclosed and widely
publicized on the Internet and otherwise, including the prompt
publication of minutes of all meetings. In addition, prior to
the adoption of any policies that substantially affect the
operation of the Internet or third parties, the Board will
provide public notice on its Web site explaining the nature of,
and inviting comment on, the proposed policies, and is required
to publish the reasons supporting any such action that it takes.
Governmental Participation. The White Paper stated that official
government representation on the Board of Directors should be
restricted without precluding governments and intergovernmental
organizations from participating. Accordingly, Article V.5 of
the Bylaws precludes officials of national governments or
multinational entities from serving as directors; however,
Article 7.3 provides for a Governmental Advisory Committee that
will consist of representatives of governments and multinational
entities and will have the ability to consider, and provide
advice to the Board concerning, activities of the corporation as
they relate to concerns of governments.
Location and Continuity. The White Paper proposed that the new
corporation be headquartered and incorporated in the United
States as a not-for-profit corporation, with arrangements made
with current IANA staff to provide continuity and expertise over
the course of the transition. In order to maintain the stability
of the Internet, the new corporation has been established as a
California not-for-profit corporation with its principal office
in Los Angeles, although the Bylaws contemplate that offices
might be opened outside the United States in the future.
Arrangements are in place with current IANA staff to provide for
the transition, and discussions are underway with the University
of Southern California, where the IANA function has been located,
that would facilitate that transition and maintain the stability
of current operations.
New Substantive Policies. Consistent with the White Paper's
recommendations, these incorporating documents do not attempt to
make policy with respect to the controversial issues that
prompted the issuance of the White Paper in the first instance.
For example, issues such as creating new generic top-level
domains, establishing a competitive registrar system, and
addressing trademark controversies are deferred for consideration
by the new corporation.
This organization will be unique in the world -- a non-governmental
organization with significant responsibilities for administering what is
becoming an important global resource. This is fully in keeping with the
historical roots and character of the Internet, but it obviously presents
real challenges if it is to function effectively. The experience of
creating these organizational documents, which required an extremely
diverse group of stakeholders to put aside their differences and
concentrate on the job at hand -- recognizing that debate over those
differences was merely being postponed -- is instructive and encouraging.
The success of this effort is something about which all who were involved
can be proud, but more importantly it bodes well for the future work that
must yet take place before this organization is fully functional. There
are many challenges left for the days and years to come, but the consensus
that developed around these documents provides considerable promise that
those challenges can also be overcome.
Should you agree that the enclosed materials satisfy the conditions
set forth in the White Paper, as I am confident you will, I would welcome
the opportunity to facilitate contacts between your office and the new
organization to discuss the beginning of the transition process.
Sincerely,
Jon Postel
Enclosures
cc (w/encs.): Ira C. Magaziner
R.J. Beckwith Burr
BYLAWS FOR INTERNET CORPORATION
FOR ASSIGNED NAMES AND NUMBERS
A California Nonprofit
Public Benefit Corporation
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
(This Article is reserved for use should the Corporation elect to have
members in the future.)
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. In addition to the specific
procedures set forth in these Bylaws, the Initial Board shall investigate
the development of additional policies and procedures designed to provide
information about, and enhance the ability of interested persons to provide
input to, the Board and Supporting Organizations. Any such policies and
procedures shall be widely publicized by the Board in draft form, both
within the Supporting Organizations and on a publicly-accessible Internet
World Wide Web site maintained by the Corporation (the "Web Site"). Any
such policies and procedures may be adopted only after a process for
receiving and evaluating comments and suggestions has been established by
the Board, and after due consideration of any comments or suggestions
received by the Board.
Section 2. ACCESS TO INFORMATION
The Board shall publish, at least annually, a report describing its
activities, including an audited financial statement and describing any
payments made by the Corporation to Directors (other than reimbursements of
expenses). All minutes of meetings of the Board, Supporting Organizations
(and any councils thereof) and Committees shall be approved promptly and
immediately following approval shall be made publicly available on the Web
Site and otherwise; 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 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) Prior to adoption of any policies that substantially affect the
operation of the Internet or third parties, 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) after a reasonable comment period, take action on the proposed
policies, establishing an effective date, and publishing the reasons for
the action taken.
(c) As appropriate, the Board will facilitate the translation of final
published documents into various appropriate languages.
Section 4. BOARD RECONSIDERATION
The Board shall adopt policies and procedures through which a party
affected by an action of the Board can seek reconsideration of that action.
These policies and procedures may include threshold standards or other
requirements to protect against frivolous or non-substantive use of the
reconsideration process. The Board may, in its sole discretion, provide
for an independent review process by a neutral third party.
ARTICLE IV: POWERS
Section 1. GENERAL POWERS
(a) Except as otherwise provided in the Articles of Incorporation or these
Bylaws (including Section 1(c) 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. Unless otherwise
provided herein or by law, the Board, other than the Initial Board (as
defined in Article V, Section 1 of these Bylaws), may act by a majority
vote of Directors present at the meeting, subject to the quorum
requirements in Section 17 of Article V. Unless otherwise provided herein
or by law, the Initial Board may act by a vote of two-thirds of all members
of the Board. Any references herein to a vote of the Board shall consider
only those members present at the meeting unless otherwise provided herein
by reference to "all of the members of the Board."
(b) The Corporation shall not act as a Domain Name System Registry or
Registrar or IP 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.
Section 2. FEES AND CHARGES
The Board shall set fees and charges for the services, rights and benefits
provided by the Corporation to the Supporting Organizations and others,
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 non-discriminatory,
and shall be published on the Web Site in a sufficiently detailed manner so
as to be readily accessible.
ARTICLE V: STRUCTURE OF THE
BOARD OF DIRECTORS
Section 1. INITIAL BOARD
The initial Board of Directors of the Corporation ("Initial Board") shall
consist of nine At Large members, the president (when appointed) and those
directors that have been nominated in accordance with these bylaws by any
Supporting Organization(s) that is recognized by the Board pursuant to
Section 3(b) of Article VI. The At Large members of the Initial Board
shall serve until September 30, 1999, unless by a two-thirds (2/3) vote of
all the members of the Board that term is extended for some or all of the
At Large members of the Initial Board for an additional period, to expire
no later than September 30, 2000. The members of the Initial Board (other
than the At Large members) shall serve the terms specified in Section 9(d)
of this Article. 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 Initial Board.
Section 2. INITIAL BOARD MEMBERS SELECTED BY THE SUPPORTING
ORGANIZATIONS
Immediately upon the recognition of a Supporting Organization by the Board
pursuant to Section 3(b) of Article VI, the Board shall request that such
Supporting Organization nominate three persons to be directors. Upon
receipt of such nominations, the Board shall elect such persons as members
of the Initial Board.
Section 3. NUMBER OF DIRECTORS AND ELECTION OF CHAIR
(a) The authorized number of Directors shall be no less than nine (9) and
no more than nineteen (19).
(b) The Board shall elect a Chair from among the Directors, not including
the President.
Section 4. QUALIFICATION OF DIRECTORS AFTER THE INITIAL BOARD
(a) Each Board after the Initial Board shall be comprised as follows:
(i) Three (3) Directors nominated by the Address Supporting Organization,
as defined in Article VI;
(ii) Three (3) Directors nominated by the Domain Name Supporting
Organization, as defined in Article VI;
(iii) Three (3) Directors nominated by the Protocol Supporting Organization
as defined in Article VI;
(iv) Nine (9) At Large Directors, selected pursuant to a process to be
established by a majority vote of all the At Large Board members of the
Initial Board; and
(v) The person who shall be, from time to time, the President of the
Corporation.
(b) The Initial Board, after soliciting and considering suggestions from
all interested parties, and after widely publicizing through the Web Site
and otherwise its tentative conclusions and considering comments thereon,
and taking into consideration the principles of balanced international
representation set forth in Section 6 of this Article V, shall establish
the ongoing composition formula for those Boards following the Initial
Board, and the processes by which members of those Boards shall be selected
and removed, by amendment to these Bylaws, provided that this action shall
not be taken prior to the time that the directors selected by the
Supporting Organizations have been seated, or before June 1, 1999,
whichever is sooner.
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 is elected by citizens
of a nation or (b) who is employed by such government or multinational
entity and whose primary function with such government or entity is to
develop or influence governmental or public policies.
Section 6. INTERNATIONAL REPRESENTATION
In order to ensure broad international representation on the Board, no more
than one-half (1/2) of the total number of At Large Directors serving at
any given time shall be residents of any one Geographic Region, and no more
than two (2) of the Directors nominated by each Supporting Organization
shall be residents of any one Geographic Region. As used herein, each of
the following shall be a "Geographic Region": Europe;
Asia/Australia/Pacific; 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.
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 may adopt a policy specifically addressing Director and Officer
conflicts of interest. No Director shall vote on any matter in which he or
she has a material and direct interest that will be affected by the outcome
of the vote.
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 their Supporting Organizations, employers or any other
organizations or constituencies.
Section 9. ELECTION AND TERM
(a) Directors (other than the Initial Directors) shall be elected at each
annual meeting of the Board to hold office until the end of their terms
pursuant to the procedures described in this Section. If an annual meeting
is not held or the Directors are not elected at the annual meeting, they
may be elected at any special meeting of the Board held for that purpose.
Each Director, including a member of the Initial Board and a Director
elected to fill a vacancy or elected at a special meeting, shall hold
office until expiration of the term for which elected and until a successor
has been elected and qualified. Notwithstanding the foregoing, each time a
person is appointed as President of the Corporation, the Board shall, at
the time of such appointment, elect such person to the Board to serve for
as long as, but only as long as, such person holds the office of President.
(b) Each Supporting Organization shall (i) select the Board members to be
nominated by that Supporting Organization through a process determined by
the Supporting Organization and ratified by the Board, and (ii) notify the
Board and the Secretary of the Corporation in writing of those selections
at least 30 days prior to the date on which the Board votes on such
nominee(s). The Board shall elect as Directors the persons properly
nominated by the Supporting Organizations.
(c) At Large Board members other than those serving on the Initial Board
shall be elected by a process to be determined by a majority vote of all At
Large members of the Initial Board, following solicitation of input from
all interested parties and consideration of all such suggestions. At a
minimum, such a process shall consist of nominations from Internet users,
industry participants, and organizations, and should give consideration to
such nominees. Unless a majority vote of the At Large members of the
Initial Board determines that it is not possible to create a workable
membership structure, such process shall call for election of At Large
directors by one or more categories of members of the Corporation admitted
pursuant to qualifications established by majority vote of the At Large
members of the Initial Board. Any process for election by members shall
provide an initial means for determining adequate support for any nominee
and establish qualifications for submission to the membership.
(d) The regular term of office of a Director (other than (i) the person
holding the office of President, who shall serve for as long as, and only
for as long as, such person holds the office of President, and (ii) a
member of the Initial Board, who shall serve for the period specified in
these bylaws) shall be three (3) years. No Director may serve for more
than two (2) terms. Notwithstanding the foregoing, the three original
Directors nominated by any Supporting Organization shall be elected for
terms of one (1) year, two (2) years, and three (3) years, respectively,
with each term considered to have begun on October 1, 1998 regardless of
when those original Directors actually take office. Unless otherwise
specified by the Board pursuant to Section 4(B) of this Article, the terms
of the first At Large Directors elected to replace the At Large members of
the Initial Board shall be as follows: three such At Large Directors shall
serve a term of one (1) year, three such At Large Directors shall serve a
term of two (2) years, and three such At Large Directors shall serve a term
of three (3) years.
(e) Resources of the Corporation will not be expended in support of any
nominee's campaign.
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 elected
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 nominated
by a Supporting Organization can be recommended for removal by that
Supporting Organization through procedures adopted by that Supporting
Organization and ratified by the Board. Upon such recommendation for
removal, the Board shall vote to remove such Director. If the Board seeks
to remove more than one Director nominated by a Supporting Organization or
more than one At Large Director within a four-month period, the Board must
show reasonable cause for its 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, if a Supporting Organization
shall fail to nominate its Directors (other than Directors on the Initial
Board) in accordance with Section 9 of this Article, or if a Director has
been declared of unsound mind by a final order of court or convicted of a
felony or incarcerated for more than 90 days as a result of a criminal
conviction or has been found by final order or judgment of any court to
have breached a duty under Sections 5230 et seq. of the CNPBCL. Any
vacancy occurring on the Board of Directors shall be filled in accordance
with Section 9 of this Article at any meeting of the Board occurring after
such vacancy. A Director elected to fill a vacancy on the Board shall
serve for the unexpired term of his or her predecessor in office and until
a successor has been selected and qualified. The replacement need not hold
the office, if any, of the removed Director. No reduction of the
authorized number of Directors shall have the effect of removing a Director
prior to the expiration of the Director's term of office.
Section 13. ANNUAL MEETING OF THE BOARD OF DIRECTORS
Annual meetings of the Board will be held for the purpose of electing
Directors, Officers and for the transaction of such other business as may
come before the meeting. The first annual meeting will be held the last
week of September 1999 or on such other date as may be set by the Board.
Subsequent annual meetings shall be held as set by the Board not less than
ten (10) nor more than thirteen (13) months after the annual meeting held
the prior year. In the absence of designation, the annual meeting will be
held at the principal office of the Corporation. The annual meeting will
be open to the public, and to the extent practicable, should be held in
different locations around the world on a regular basis. If the Board
determines that it is practical, the annual meeting should be distributed
in real-time and archived video and audio formats on the Internet.
Section 14. REGULAR MEETINGS
Regular meetings of the Board will be held on dates to be determined by the
Board. In the absence of other designation, regular meetings will be held
at the principal office of the Corporation.
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 Chairperson of the
Board or the President. A call for a special meeting will be made in
writing by the Secretary of the Corporation. In the absence of
designation, special meetings will be held at the principal office of the
Corporation.
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, and the Secretary of the
Corporation shall cause each Director to be notified by telephone or
electronic mail within four (4) days after the notice is mailed. In case
the notice is delivered personally or by telephone or facsimile or
electronic mail it will be delivered personally or by telephone or
facsimile or electronic mail at least seven (7) days before the time of the
holding of the meeting. Notwithstanding anything in this Section 16 to the
contrary, notice of a meeting need not be given to any Director who signed
a waiver of notice or a written consent to holding the meeting or an
approval of the minutes thereof, whether before or after the meeting, or
who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such Director. All such waivers,
consents and approvals shall be filed with the corporate records or made a
part of the minutes of the meetings.
Section 17. QUORUM
At all annual, regular and special meetings of the Board, a majority of the
total number of Directors then in office shall constitute a quorum for the
transaction of business, and the act of a majority of the Directors present
at any meeting at which there is a quorum shall be the act of the Board,
unless otherwise provided herein or by law. If a quorum shall not be
present at any meeting of the Board, the Directors present thereat may
adjourn the meeting from time to time to another place, time or date. If
the meeting is adjourned for more than twenty-four (24) hours, notice shall
be given to those Directors not at the meeting at the time of the
adjournment.
Section 18. ACTION BY TELEPHONE MEETING
Members of the Board or any Committee of the Board may participate in a
meeting of the Board or Committee of the Board through use of conference
telephone or similar communications equipment, provided that all Directors
participating in such a meeting can speak to and hear one another.
Participation in a meeting pursuant to this 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, except a written consent authorized by Section 19 of this Article.
The Corporation shall take such steps as it deems appropriate under the
circumstances to assure itself that communications by electronic mail are
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.
Section 24. RULES OF PROCEDURE
The rules of procedure at meetings of the Board and committees of the Board
and Supporting Organizations shall be rules contained in "Roberts' Rules of
Order on Parliamentary Procedure," newly revised, so far as applicable and
when not inconsistent with these Bylaws, the Articles of Incorporation or
any resolution of the Board.
Section 25. ANNUAL BUDGET
The Board shall prepare an annual budget, which shall be published on the
Web Site.
ARTICLE VI: SUPPORTING
ORGANIZATIONS
Section 1. POWERS
(a) The Supporting Organizations shall serve as advisory bodies to the
Board and shall have such powers and duties as may be prescribed by the
Board and these Bylaws. The Board may add additional Supporting
Organizations by a two-thirds (2/3) majority vote of all members of the
Board and in such event shall, by such two-thirds (2/3) vote, reallocate
the positions on the Board set forth in Section 4 of Article V. A
Supporting Organization may not have obligations to any other entity
inconsistent with its duties to the Corporation.
(b) Each Supporting Organization shall be responsible for nominating
Directors for election to those seats on the Board designated to be filled
by each Supporting Organization.
(c) The Supporting Organizations shall be delegated the primary
responsibility for developing and recommending substantive policies and
procedures regarding those matters within their individual scope (as
defined by the Board in its recognition of each such Supporting
Organization). Any such recommendation forwarded to the Board by a
Supporting Organization shall be simultaneously transmitted to all other
Supporting Organizations so that each Supporting Organization may comment
to the Board regarding the implications of such a recommendation on
activities within their individual scope. The Board shall accept the
recommendations of a Supporting Organization if the Board finds that the
recommended action, policy or procedure (1) complies with the Articles and
Bylaws, (2) was arrived at through fair and open processes (including
permitting participation by representatives of other Supporting
Organizations if requested), (3) is not reasonably opposed by any of the
other Supporting Organizations, and (4) furthers the purposes of the
Corporation. If the Board declines to accept any such recommendation of a
Supporting Organization, it shall return the recommendation to the
Supporting Organization for further consideration, along with an
explanation of the reasons it declines to accept the recommendation. If,
after reasonable efforts, the Board does not receive a recommendation from
a Supporting Organization that meets the foregoing standards or, after
attempting to mediate any disputes or disagreements between Supporting
Organizations, receives conflicting recommendations from Supporting
Organizations, and the Board finds that there is a justification for prompt
action, the Board may initiate, amend or modify and then approve a specific
action, policy or procedure. Nothing in this Section 1 is intended to
limit the general powers of the Board or the Corporation to act on matters
not within the scope of a Supporting Organization or that the Board finds
are necessary or appropriate to further the purposes of the Corporation.
Section 2. QUALIFICATION FOR MEMBERSHIP IN A SUPPORTING
ORGANIZATION
The Board shall review and, if consistent with the purposes of the
Corporation and its Articles and Bylaws and the purposes of the Supporting
Organization, ratify any qualifications for membership adopted by each of
the Supporting Organizations. Participation in a Supporting Organization
shall be open to any individual or organization that meets the minimum
qualifications adopted by the Supporting Organization and ratified by the
Board. Each Supporting Organization may adopt membership structures,
including open or multiple classes or categories of members, that it deems
appropriate for its effective functioning, consistent with the foregoing.
Section 3. DESCRIPTION AND QUALIFICATIONS
(a) There shall at least be the following Supporting Organizations:
(i) The Address Supporting Organization shall be composed of
representatives from regional Internet address registries and others with
legitimate interests in these issues, as determined by the Address
Supporting Organization consistent with Section 2 of this Article and
approved by the Board. The Address Supporting Organization shall create an
Address Council to make recommendations to the Board regarding the
operation, assignment and management of Internet addresses and other
related subjects;
(ii) The Domain Name Supporting Organization shall be composed of
representatives from name registries and registrars of top-level domains
("TLDs"), businesses and any other entities that are users of the Internet
and others with legitimate interests in these issues, as determined by the
Domain Name Supporting Organization consistent with Section 2 of this
Article and approved by the Board. The Domain Name Supporting Organization
shall create a Names Council to make recommendations regarding TLDs,
including operation, assignment and management of the domain name system
and other related subjects; and
(iii) The Protocol Supporting Organization shall be composed of
representatives from Internet protocol organizations and others with
legitimate interests in these issues, as determined by the Protocol
Supporting Organization consistent with Section 2 of this Article and
approved by the Board. The Protocol Supporting Organization shall create a
Protocol Council to make recommendations regarding the operation,
assignment and management of protocol parameters, such as port numbers,
enterprise numbers, other technical parameters and related subjects.
(b) The Board shall review an application for recognition as one of the
Supporting Organizations referred to in Section 3(a) of this Article VI,
and, after requesting and considering comments from parties interested in
matters within the scope of the proposed Supporting Organization, shall
approve such application if the Board finds that it has been organized in
accordance with these Bylaws, that it will fairly and adequately reflect
the full range of views of all interested parties, and that its recognition
would be in the best interest, and serve the purposes, of the Corporation.
The application shall include, but not be limited to, a description of the
following in form and substance acceptable to the Board (and a commitment
to implement the matters described in the application): (i) membership or
participation criteria, (ii) methods for developing substantive Internet
policies to be recommended to the Board and selecting Board nominees, (iii)
open, transparent, fair and non-discriminatory processes (including
procedures for public attendance at appropriate meetings of the Supporting
Organization and for the participation of interested persons who may not be
members of the Supporting Organization in advisory committees of the
Supporting Organization), (iv) policies to ensure international and diverse
participation, (v) policies for disclosure to the Corporation by members of
or participants in a Supporting Organization council of conflicts of
interest or other financial interests in matters within the scope of the
Supporting Organization (such conflicts or interests, however, not
necessarily requiring abstention from action), and (vi) methods for funding
the Supporting Organization and providing funding for the Corporation
(consistent with Article IV, Section 2 of these Bylaws). If more than one
application to be a particular Supporting Organization is received by the
Board, it shall encourage, to the extent possible and reasonable, such
competing applicants to resolve any differences, and shall not approve any
application that does not meet the criteria set forth in this Section 3.
ARTICLE VII: COMMITTEES
Section 1. COMMITTEES GENERALLY
(a) The Board may establish one or more committees. Committees are of two
kinds: those having legal authority to act for the Corporation, known as
Committees of the Board, and those that do not have that authority, known
as Advisory Committees. Except where otherwise stated in these Bylaws,
committee members shall be appointed by the Board. [Committee members may
be removed from a committee at any time by a two-thirds (2/3) majority vote
of all members of the Board; provided, however, that if a Director or
Directors are the subject of the removal action, such Director or Directors
shall not be entitled to vote on such an action or be counted as a member
of the Board when calculating the required two-thirds (2/3) vote; and,
provided further, however, that in no event shall a Director be removed
from a committee unless such removal is approved by not less than a
majority of all members of the Board.] The Board may delegate to
Committees of the Board all legal authority of the Board except with
respect to:
(i) The filling of vacancies on the Board or on any committee;
(ii) The amendment or repeal of Bylaws or the Articles of Incorporation or
the adoption of new Bylaws or Articles of Incorporation;
(iii) The amendment or repeal of any resolution of the Board which by its
express terms is not so amendable or repealable;
(iv) The appointment of committees of the Board or the members thereof; or
(v) The approval of any self-dealing transaction, as such transactions are
defined in Section 5233(a) of the CNPBCL.
(b) The Board shall have the 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.
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 appoint one or more Advisory Committees. Advisory Committee
membership may consist of Directors only, Directors and nondirectors, or
nondirectors only, and may also include nonvoting members and alternate
members. Advisory Committees shall have no legal authority to act for the
Corporation, but shall report their findings and recommendations to the Board.
There shall be at least the following Advisory Committees:
(a) There shall be a Governmental Advisory Committee. The initial chair of
the Governmental Advisory Committee shall be appointed by the Board and
shall hold that position until the election of his or her successor;
subsequent chairs shall be elected by the members of the Governmental
Advisory Committee pursuant to procedures adopted by such members. Members
of the Governmental Advisory Committee shall be representatives of national
governments, multinational governmental organizations and treaty
organizations, each of which may appoint one representative to the
Committee. The Governmental Advisory Committee should consider and provide
advice on the activities of the Corporation as they relate to concerns of
governments, particularly matters where there may be an interaction between
the Corporation's policies and various laws, and international agreements.
The Board will notify the chair 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 chair of the DNS Root Server System Advisory Committee shall be
appointed by the Board; subsequent chairs shall be elected by the members
of the DNS Root Server System Advisory Committee pursuant to procedures
adopted by the members. The responsibility of the Root Server System
Advisory Committee shall be to advise the Board about the operation of the
root name servers of the domain name system. The Root Server System
Advisory Committee should consider and provide advice on the operational
requirements of root name servers, including host hardware capacities,
operating systems and name server software versions, network connectivity
and physical environment. The Root Server System Advisory Committee should
examine and advise on the security aspects of the root name server system.
Further, the Root Server System Advisory Committee should review the
number, location, and distribution of root name servers considering the
total system performance, robustness, and reliability.
Section 4. TERM OF OFFICE
The chairperson and each member of a committee shall serve until his or her
successor is appointed, or until such committee is sooner terminated, or
until he or she is removed, resigns, or otherwise ceases to qualify as a
member of the committee.
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
The Board Shall not authorize compensation for service as a member of a
committee except by a two-thirds (2/3) vote of all members of the Board,
but in any event no such compensation shall be authorized for a Director.
The Board may, however, authorize the reimbursement of actual and necessary
expenses incurred by committee members, including Directors, performing
their duties as committee members.
ARTICLE VIII: OFFICERS
Section 1. OFFICERS
The officers of the Corporation will be a President (who will serve as
Chief Executive Officer), a Secretary, a Treasurer/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 shall report annually to the Board
on the current state of the Corporation and plans for the future. The
President shall submit to the Board the annual budget of the Corporation
for the next fiscal year at least three (3) months prior to the
commencement of the fiscal year. The President will be empowered to call
special meetings of the Board as set forth herein, and shall discharge all
other duties as may be required by these Bylaws and from time to time may
be assigned by the Board.
Section 5. SECRETARY
The Secretary shall keep or cause to be kept the minutes of the Board in
one or more books provided for that purpose, will see that all notices are
duly given in accordance with the provisions of these Bylaws or as required
by law, and in general perform all duties as from time to time may be
prescribed by the President or the Board.
Section 6. TREASURER/CHIEF FINANCIAL OFFICER
The Treasurer/Chief Financial Officer ("CFO") shall be the chief financial
officer of the Corporation. If required by the Board, the CFO shall give a
bond for the faithful discharge of his or her duties in such form and with
such surety or sureties as the Board shall determine. The CFO shall have
charge and custody of all the funds of the Corporation and shall keep or
cause to be kept, in books belonging to the Corporation, full and accurate
amounts of all receipts and disbursements, and shall deposit all money and
other valuable effects in the name of the Corporation in such depositories
as may be designated for that purpose by the Board. The CFO shall disburse
the funds of the Corporation as may be ordered by the Board or the
President and, whenever requested by them, shall deliver to the Board and
the President an account of all his or her transactions as CFO and of the
financial condition of the Corporation. The CFO shall be responsible for
the Corporation's financial planning and forecasting and shall assist the
President in the preparation of the Corporation's annual budget. The CFO
shall coordinate and oversee the Corporation's funding, including any
audits or other reviews of the Corporation or its Supporting Organizations.
The CFO shall be responsible for all other matters relating to the
financial operation of the Corporation.
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; or is or was serving at the request
of the Corporation as a Director, Officer, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise. The
Board may adopt a resolution authorizing the purchase and maintenance of
insurance on behalf of any agent of the Corporation against any liability
asserted against or incurred by the agent in such capacity or arising out
of the agent's status a such, whether or not this Corporation would have
the power to indemnify the agent against that liability under the
provisions of this Article.
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: ACCOUNTING YEAR
AND TAX AUDIT
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 CFO shall cause the annual report and the annual statement of certain
transactions as required by the CNPBCL to be prepared and sent to each
member of the Board and to such other persons as the Board may designate,
no later than one hundred twenty (120) days after the close of the
Corporation's fiscal year. The annual report and annual statement will
also be made publicly available, on the Web Site and otherwise.
ARTICLE XII: AMENDMENTS
Except as otherwise provided in the Articles of Incorporation, the
Articles of Incorporation or Bylaws of the Corporation may be altered,
amended, or repealed and new Bylaws adopted only upon action by two-thirds
(2/3) majority vote of all members of the Board, except that these Bylaws
shall not be amended until the earlier of (i) June 1, 1999, or (ii) such
date as all three Supporting Organizations described in Section 3(A) of
Article VI have been formed, and Directors nominated by them have been
seated, and further provided that any provision requiring a vote of more
than two-thirds (2/3) of all members of the Board shall be changed only by
such larger vote. These Bylaws will be reviewed at least annually, or more
often if deemed necessary.
ARTICLES OF INCORPORATION
OF INTERNET CORPORATION FOR
ASSIGNED NAMES AND NUMBERS
1. The name of this corporation is Internet Corporation for Assigned
Names and Numbers (the "Corporation").
2. The name of the Corporation's initial agent for service of process in
the State of California, United States of America is C T Corporation System.
3. This corporation is a nonprofit public benefit corporation and is not
organized for the private gain of any person. It is organized under the
California Nonprofit Public Benefit Corporation Law for charitable and
public purposes. The Corporation is organized, and will be operated,
exclusively for charitable, educational, and scientific purposes within the
meaning of § 501 (c)(3) of the Internal Revenue Code of 1986, as amended
(the "Code"), or the corresponding provision of any future United States
tax code. Any reference in these Articles to the Code shall include the
corresponding provisions of any further United States tax code. In
furtherance of the foregoing purposes, and in recognition of the fact that
the Internet is an international network of networks, owned by no single
nation, individual or organization, the Corporation shall, except as
limited by Article 5 hereof, pursue the charitable and public purposes of
lessening the burdens of government and promoting the global public
interest in the operational stability of the Internet by (i) coordinating
the assignment of Internet technical parameters as needed to maintain
universal connectivity on the Internet; (ii) performing and overseeing
functions related to the coordination of the Internet Protocol ("IP")
address space; (iii) performing and overseeing functions related to the
coordination of the Internet domain name system ("DNS"), including the
development of policies for determining the circumstances under which new
top-level domains are added to the DNS root system; (iv) overseeing
operation of the authoritative Internet DNS root server system; and (v)
engaging in any other related lawful activity in furtherance of items (i)
through (iv).
4. The Corporation shall operate for the benefit of the Internet community
as a whole, carrying out its activities with due regard for applicable
local and international law and, to the extent appropriate and consistent
with these Articles and its Bylaws, through open and transparent processes
that enable competition and open entry in Internet-related markets.
5. Notwithstanding any other provision (other than Article 8) of these
Articles:
1. The Corporation shall not carry on any other activities not permitted
to be carried on (i) by a corporation exempt from United States income tax
under § 501 (c)(3) of the Code or (ii) by a corporation, contributions to
which are deductible under § 170 (c)(2) of the Code.
2. No substantial part of the activities of the Corporation shall be the
carrying on of propaganda, or otherwise attempting to influence
legislation, and the Corporation shall be empowered to make the election
under § 501 (h) of the Code.
3. The Corporation shall not participate in, or intervene in (including
the publishing or distribution of statements) any political campaign on
behalf of or in opposition to any candidate for public office.
4. No part of the net earnings of the Corporation shall inure to the
benefit of or be distributable to its members, directors, trustees,
officers, or other private persons, except that the Corporation shall be
authorized and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance of the
purposes set forth in Article 3 hereof.
5. In no event shall the Corporation be controlled directly or indirectly
by one or more "disqualified persons" (as defined in § 4946 of the Code)
other than foundation managers and other than one or more organizations
described in paragraph (1) or (2) of § 509 (a) of the Code.
6. To the full extent permitted by the California Nonprofit Public Benefit
Corporation Law or any other applicable laws presently or hereafter in
effect, no director of the Corporation shall be personally liable to the
Corporation or its members, should the Corporation elect to have members in
the future, for or with respect to any acts or omissions in the performance
of his or her duties as a director of the Corporation. Any repeal or
modification of this Article 6 shall not adversely affect any right or
protection of a director of the Corporation existing immediately prior to
such repeal or modification.
7. Upon the dissolution of the Corporation, the Corporation's assets shall
be distributed for one or more of the exempt purposes set forth in Article
3 hereof and, if possible, to a § 501 (c)(3) organization organized and
operated exclusively to lessen the burdens of government and promote the
global public interest in the operational stability of the Internet, or
shall be distributed to a governmental entity for such purposes, or for
such other charitable and public purposes that lessen the burdens of
government by providing for the operational stability of the Internet. Any
assets not so disposed of shall be disposed of by a court of competent
jurisdiction of the county in which the principal office of the Corporation
is then located, exclusively for such purposes or to such organization or
organizations, as such court shall determine, that are organized and
operated exclusively for such purposes, unless no such corporation exists,
and in such case any assets not disposed of shall be distributed to a §
501(c)(3) corporation chosen by such court.
8. Notwithstanding anything to the contrary in these Articles, if the
Corporation determines that it will not be treated as a corporation exempt
from federal income tax under § 501(c)(3) of the Code, all references
herein to § 501(c)(3) of the Code shall be deemed to refer to § 501(c)(6)
of the Code and Article 5(a)(ii), (b), (c) and (e) shall be deemed not to
be a part of these Articles.
9. These Articles may be amended by the affirmative vote of at least
two-thirds of the directors of the Corporation. Should the Corporation
elect to have members, any such amendment must be ratified by a two-thirds
(2/3) majority of the members voting on any proposed amendment.
Current thread:
- IP: IANA Proposal Submitted to the USG Dave Farber (Oct 02)