Prepared By: The Berkman Center for Internet and Society at Harvard Law School
Ben Edelman, Larry Lessig, Molly Shaffer Van Houweling, Jonathan Zittrain
| 7. Members | |||
| 7.1. General | |||
| White Paper Structure. The Internet community is already global and diverse and likely to become more so over time. The organization and its board should derive legitimacy from the participation of key stakeholders. Since the organization will be concerned mainly with numbers, names and protocols, its board should represent membership organizations in each of these areas, as well as the direct interests of Internet users. | "Consensus" The Entity shall have a Membership. Membership should be broad and include both business and consumer representatives. There was consensus that the Entity should have, as primary members, organizations that represent the interests of sectors, and that the delegation of voting rights (proxy) be forbidden in order to avoid supremacies. There was favourable opinion that individuals be members, but not until precise mechanisms be established regarding their admision and representativity. | IANA Draft Bylaws v5 ARTICLE II: MEMBERSHIP (This Article is reserved for use should the Corporation elect to have members in the future.) ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS Section 9. ELECTION AND TERM (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. | Boston Working Group ARTICLE II: MEMBERSHIP Changed: (This Section is reserved to establish the membership objectives of Article 9 of the Articles of Incorporation.) ARTICLE IV: POWERS Changed: (a) 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. Removed: (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. Changed: (c) At Large Board members other than those serving on the Initial Board shall be elected by a majority vote of all members in a process to be established by the Initial Board and which shall include 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. 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. |
| 7.2. Classes of members | |||
| White Paper No points found. | "Consensus" There was consensus that the Entity should have, as primary members, organizations that represent the interests of sectors, and that the delegation of voting rights (proxy) be forbidden in order to avoid supremacies. There was favourable opinion that individuals be members, but not until precise mechanisms be established regarding their admision and representativity. | IANA Draft Bylaws v5 No points found. | Boston Working Group No points found. |
| 7.3. Rights of members | |||
| White Paper No points found. | "Consensus" Members shall elect the Board. Members shall have the non-exclusive right to nominate Board candidates. Members may vote to remove Board members. | IANA Draft Bylaws v5 No points found. | Boston Working Group No points found. |
| 7.4. Voting | |||
| 7.5. Proxies | |||
| White Paper No points found. | "Consensus" There was consensus that the Entity should have, as primary members, organizations that represent the interests of sectors, and that the delegation of voting rights (proxy) be forbidden in order to avoid supremacies. There was favourable opinion that individuals be members, but not until precise mechanisms be established regarding their admision and representativity. | IANA Draft Bylaws v5 No points found. | Boston Working Group No points found. |
| 7.6. Meetings of members | |||
| White Paper No points found. | "Consensus" There shall be two different processes for the nomination and the selection of the Board members. | IANA Draft Bylaws v5 No points found. | Boston Working Group No points found. |