BYLAWS FOR INTERNET CORPORATION
FOR ASSIGNED NAMES AND NUMBERS
A California Nonprofit
Public Benefit Corporation
November 6, 1998
ARTICLE I: OFFICES AND SEAL
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.
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 when the Corporation has members.)
ARTICLE III: TRANSPARENCY AND PROCEDURES
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 transparency policies and transparency procedures designed
to provide information about, and enhance the ability of interested persons
to provide input to, the Board and Supporting Organizations. Any such additional
transparency 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 additional transparency 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
All minutes of meetings of the Board, Supporting Organizations (and any
councils thereof) and Committees shall be approved promptly by the originating
body and, no later than twenty-one (21) days after the meeting, 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 Corporation 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 Corporation 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 mean the vote of only those members present
at the meeting unless otherwise provided herein by reference to "all of
the members of the Board."
(b) The Corporation shall not act as a Domain Name System Registry or
Registrar or Internet Protocol Address Registry in competition with entities
affected by the policies of the Corporation. Nothing in this Section 1(b)
is intended to prevent the Corporation from taking whatever steps are necessary
to protect the operational stability of the Internet in the event of financial
failure of a Registry or Registrar or other emergency.
(c) The Corporation shall not apply its standards, policies, procedures
or practices inequitably or single out any particular party for disparate
treatment unless justified by substantial and reasonable cause, such as
the promotion of effective competition.
ARTICLE V: STRUCTURE OF THE
BOARD OF DIRECTORS
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 CHAIRMAN
(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 Chairman from among the Directors, not including
the President.
Section 4. QUALIFICATION OF DIRECTORS AFTER THE INITIAL BOARD
Each Board after the Initial Board shall be comprised as follows:
(i) Three (3) Directors 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.
Section 5. ADDITIONAL QUALIFICATIONS
Notwithstanding anything herein to the contrary, no official of a national
government or a multinational entity established by treaty or other agreement
between national governments may serve as a Director. As used herein, the
term "official" means a person (a) who holds an elective governmental office
or (b) who is employed by such government or multinational entity and whose
primary function with such government or entity is to develop or influence
governmental or public policies.
Section 6. INTERNATIONAL REPRESENTATION
In order to ensure broad international representation on the Board, 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 shall
adopt policies specifically addressing Director, Officer and Supporting
Organization conflicts of interest. No Director shall vote on any matter
in which he or she has a material and direct interest that will be affected
by the outcome of the vote.
Section 8. DUTIES OF DIRECTORS
Directors shall serve as individuals who have the duty to act in what they
reasonably believe are the best interests of the Corporation and not as
representatives of 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 or until that Director resigns or is removed in accordance
with these Bylaws. 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 approved 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 the Advisory Committee on Membership described in Section 3 of Article
VII and other 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. 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. Before any nominee is added to a ballot of nominees
submitted to the members for their consideration, the Board shall establish
(i) a process to determine if support for such nominee is adequate to put
such nominee's name on the ballot and (ii) qualifications a nominee must
have in order to be submitted 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. 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 campaign of any nominee for the Board.
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.
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. To the extent practicable, regular meetings should be held in
different locations around the world on a regular basis. In the absence
of other designation, regular meetings will be held at the principal office
of the Corporation.
Section 15. SPECIAL MEETINGS
Special meetings of the Board may be called by or at the request of one-quarter
(1/4) of the members of the Board or by the Chairman of the Board or the
President. A call for a special meeting will be made by the Secretary of
the Corporation. In the absence of designation, special meetings will be
held at the principal office of the Corporation.
Section 16. NOTICE OF MEETINGS
Notice of time and place of all meetings will be delivered personally or
by telephone or by electronic mail to each Director, or sent by first-class
mail (air mail for addresses outside the United States) or facsimile, charges
prepaid, addressed to each Director at the Director's address as it is
shown on the records of the Corporation. In case the notice is mailed,
it will be deposited in the United States mail at least fourteen (14) days
before the time of the holding of the meeting. In case the notice is delivered
personally or by telephone or facsimile or electronic mail it will be delivered
personally or by telephone or facsimile or electronic mail at least forty-eight
(48) hours before the time of the holding of the meeting. Notwithstanding
anything in this Section 16 to the contrary, notice of a meeting need not
be given to any Director who signed a waiver of notice or a written consent
to holding the meeting or an approval of the minutes thereof, whether before
or after the meeting, or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to such Director. All
such waivers, consents and approvals shall be filed with the corporate
records or made a part of the minutes of the meetings.
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.
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
Unless waived by a majority vote at a meeting, 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.
ARTICLE VI: SUPPORTING ORGANIZATIONS
(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, and is
in the best interest 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 XI,
Section 4 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 in addition to those
set forth in Section 3 of this Article VII. Committees are of two kinds:
those having legal authority to act for the Corporation, known as Committees
of the Board, and those that do not have that authority, known as Advisory
Committees. Except where otherwise stated in these Bylaws, committee members
shall be appointed by the Board. Committee members may be removed from
a committee at any time by a two-thirds (2/3) majority vote of all members
of the Board; provided, however, that if a Director or Directors are the
subject of the removal action, such Director or Directors shall not be
entitled to vote on such an action or be counted as a member of the Board
when calculating the required two-thirds (2/3) vote; and, provided further,
however, that in no event shall a Director be removed from a committee
unless such removal is approved by not less than a majority of all members
of the Board. The Board may delegate to Committees of the Board all legal
authority of the Board except with respect to:
(i) The filling of vacancies on the Board or on any committee;
(ii) The amendment or repeal of Bylaws or the Articles of Incorporation
or the adoption of new Bylaws or Articles of Incorporation;
(iii) The amendment or repeal of any resolution of the Board which by
its express terms is not so amendable or repealable;
(iv) The appointment of committees of the Board or the members thereof;
(v) The approval of any self-dealing transaction, as such transactions
are defined in Section 5233(a) of the CNPBCL;
(vi) The approval of the annual budget required by Section 4 of Article
XI; or
(vii) The compensation of any officer described in Sections 4 through
7 of Article VIII.
(b) The Board shall have the power to prescribe the manner in which proceedings
of any committee shall be conducted. In the absence of any such prescription,
such committee shall have the power to prescribe the manner in which its
proceedings shall be conducted. Unless these Bylaws, the Board or such
committee shall otherwise provide, the regular and special meetings shall
be governed by the provisions of Article V applicable to meetings and actions
of the Board. Each committee shall keep regular minutes of its proceedings
and shall report the same to the Board from time to time, as the Board
may require.
Section 2. COMMITTEES OF THE BOARD
Only Directors may be appointed to a Committee of the Board. If a person
appointed to a Committee of the Board ceases to be a Director, such person
shall also cease to be a member of any Committee of the Board. Each Committee
of the Board shall consist of two or more Directors. The Board may designate
one or more Directors as alternate members of any such committee, who may
replace any absent member at any meeting of the committee. The Board may
terminate any Committee of the Board.
Section 3. ADVISORY COMMITTEES
The Board may create one or more Advisory Committees in addition to those
set forth in the next paragraph. Advisory Committee membership may consist
of Directors only, Directors and nondirectors, or nondirectors only, and
may also include nonvoting members and alternate members. Advisory Committees
shall have no legal authority to act for the Corporation, but shall report
their findings and recommendations to the Board. There shall be at least
the following Advisory Committees:
(a) There shall be a Governmental Advisory Committee. The initial chairman
of the Governmental Advisory Committee shall be appointed by the Board
and shall hold that position until the election of his or her successor;
subsequent chairs shall be elected by the members of the Governmental Advisory
Committee pursuant to procedures adopted by such members. 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
chairman of the Governmental Advisory Committee of any proposal for which
it seeks comments under Article III, Section 3(b) and will consider any
response to that notification prior to taking action.
(b) There shall be a DNS Root Server System Advisory Committee. The
initial chairman of the DNS Root Server System Advisory Committee shall
be appointed by the Board; subsequent chairs shall be elected by the members
of the DNS Root Server System Advisory Committee pursuant to procedures
adopted by the members. The responsibility of the Root Server System Advisory
Committee shall be to advise the Board about the operation of the root
name servers of the domain name system. The Root Server System Advisory
Committee should consider and provide advice on the operational requirements
of root name servers, including host hardware capacities, operating systems
and name server software versions, network connectivity and physical environment.
The Root Server System Advisory Committee should examine and advise on
the security aspects of the root name server system. Further, the Root
Server System Advisory Committee should review the number, location, and
distribution of root name servers considering the total system performance,
robustness, and reliability.
(c) Until such time as the process for the election of At Large directors
shall have been approved as contemplated by Section 9(c) of Article V,
there shall be an Advisory Committee on Membership. The members of the
Advisory Committee on Membership shall consist of certain Directors selected
by the Board as well as other persons appointed by the Board. The chairman
of the Advisory Committee on Membership shall be appointed by the Board
and shall be a Director. The responsibility of the Advisory Committee on
Membership shall be to advise the Board on the creation of the membership
structure called for in Section 9(c) of Article V.
Section 4. TERM OF OFFICE
The chairman and each member of a committee shall serve until his or her
successor is appointed, or until such committee is sooner terminated, or
until he or she is removed, resigns, or otherwise ceases to qualify as
a member of the committee.
Section 5. QUORUM; MEETINGS
A majority of the members of the committee shall constitute a quorum at
any meeting of that committee. Each committee shall meet as often as is
necessary to perform its duties.
Vacancies on any committee shall be filled in the same manner as provided
in the case of original appointments.
Committee members shall receive no compensation for their services as a
member of a committee. The Board may, however, authorize the reimbursement
of actual and necessary expenses incurred by committee members, including
Directors, performing their duties as committee members.
ARTICLE VIII: OFFICERS
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.
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
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.
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 as such, whether or not this Corporation would have the power to
indemnify the agent against that liability under the provisions of this
Article.
ARTICLE X: GENERAL PROVISIONS
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.
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.
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.
No loans will be made by or to this Corporation and no evidences of indebtedness
will be issued in its name unless authorized by a resolution of the Board.
Such authority may be general or confined to specific instances; provided,
however, that no loans will be made by the Corporation to its Directors
or Officers.
ARTICLE XI: FISCAL MATTERS
The fiscal year end of the Corporation shall be determined by the Board.
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 Corporation shall cause the annual report and the annual statement
of certain transactions as required by the CNPBCL to be prepared and sent
to each member of the Board and to such other persons as the Board may
designate, no later than one hundred twenty (120) days after the close
of the Corporation's fiscal year.
Section 4. FISCAL CONTROLS
(a) Annual Budget. The President shall prepare and, at least three (3)
months prior to the commencement of each fiscal year, submit to the Board,
a proposed annual budget of the Corporation for the next fiscal year. The
proposed budget shall identify anticipated revenue sources and levels and
shall, to the extent practical, identify anticipated material expense items
by line item. The Board shall adopt an annual budget and shall publish
the adopted Budget on the Web Site.
(b) 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 equitable,
and shall be published on the Web Site in a sufficiently detailed manner
so as to be readily accessible.
(c) Annual Report. The Board shall publish, at least annually, a report
describing its activities, including an audited financial statement and
a description of any payments made by the Corporation to Directors (including
reimbursements of expenses).
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.