Prepared By: The Berkman Center for Internet and Society at Harvard Law School
Ben Edelman, Larry Lessig, Molly Shaffer Van Houweling, Jonathan Zittrain
| 1. Corporate purposes | |||
| 1.1. General | |||
| White Paper Purpose. The new corporation ultimately should have the authority to manage and perform a specific set of functions related to coordination of the domain name system, including the authority necessary to: 1) set policy for and direct allocation of IP number blocks to regional Internet number registries; 2) oversee operation of the authoritative Internet root server system; 3) oversee policy for determining the circumstances under which new TLDs are added to the root system; and 4) coordinate the assignment of other Internet technical parameters as needed to maintain universal connectivity on the Internet. | "Consensus" The entity shall strive to minimize barriers to entry. The entity shall work to assure the stability of Internet. The entity should recognize that individuals and organizations have concurrent and legitimate rights in names that are not based in trademark. Early consideration by the entity of the creation of appropriately structured new gTLDs, linked to the needs of the business and user community. Competition in the registration market and early opening of the InterNIC registries to all qualified registrars. Access to the name space should be open on a non-discriminatory basis. The new entity should cooperate with TLD registries to form databases of up-to-date registration and contact information for all SLDs. The entity should encourage the development of various rapid alternative dispute resolution mechanisms. The entity itself does not resolve trademark / domain name disputes. Latin America and Caribbean is a region, together with North America, Europe and Asia-Pacific, with equal obligations and rights, based on the geographic, cultural and language singularities. | IANA Draft Bylaws v5 1. The name of this corporation is Internet Corporation for Assigned Names and Numbers (the "Corporation"). 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: a. 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. b. 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. c. 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. d. 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. e. 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. | Boston Working Group Added: 1. PREAMBLE and STATEMENT OF PURPOSE Added: The Internet has grown to be a worldwide system with significant effects on people, schools, organizations, businesses, and governments everywhere. It is no longer reasonable for the operation of the Internet to be performed through informal arrangements. These Articles of Incorporation and any By-Laws adopted hereunder are intended to establish an open, accountable, responsive, and transparent entity to assume certain limited managerial yet critical roles with respect to the Internet. Necessarily the Corporation hereunder must be initially composed of a relatively small number of participants. However it is a fundamental principal that this Corporation move with rapidity to be more broadly based. Added: The purpose of these Articles and supporting By-laws is to create an entity consistent with the requirements and aspirations expressed in the document commonly referred to as the "White Paper" issued by the United States Department of Commerce's National Telecommunications and Information Administration on the "Management of Internet Names and Addresses", Docket NumbeRemoved: 980212036-8146-02 and to guarantee that such entity shall perform its functions so as to foster a fair, open, transparent and competitive environment for the Internet, assuring equal access to essential resources. Added: 10. The Corporation is expected to enter into an agreement with the United States through which the United States will convey to the Corporation certain rights and privileges, many of which are in the form of intangible goodwill. These include the ability to edit and publish the set of files comprising the root zone of the Domain Name System (DNS), designate the set of official root DNS servers, allocate the IP address space in whole or in part, and assign protocol parameters. These rights and privileges shall be collectively known as the "fundamental assets". The Corporation may neither alienate, encumber, nor use as security any of the fundamental assets, in whole or in part, except that the Corporation may enter into contracts, not to exceed five (5) years in duration, under which use of these fundamental assets, in whole or in part, may be licensed to a third party for purposes consistent with these Articles. ARTICLE IV: POWERS Section 1. GENERAL POWERS Changed: (b) The Corporation shall not act as a Domain Name System Registry or Registrar or IP Address Registry or create or alter protocol parameters [as defined in Article VI Section 3 (a)(iii) below] in competition with entities affected by the policies of the Corporation. |
| 1.2. Certificate of incorporation | |||
| White Paper As these functions are now performed in the United States, by U.S. residents, and to ensure stability, the new corporation should be headquartered in the United States, and incorporated in the U.S. as a not-for-profit corporation. It should, however, have a board of directors from around the world. Moreover, incorporation in the United States is not intended to supplant or displace the laws of other countries where applicable. | "Consensus" No points found. | IANA Draft Bylaws v5 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. | Boston Working Group Same provision as IANAv4 draft. |
| 1.3. Powers of incorporators | |||
| 1.4. Seal | |||
| White Paper No points found. | "Consensus" No points found. | IANA Draft Bylaws v5 ARTICLE I: OFFICES AND SEAL 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. | Boston Working Group Same provision as IANAv4 draft. |