Prepared By: The Berkman Center for Internet and Society at Harvard Law School
Ben Edelman, Larry Lessig, Molly Shaffer Van Houweling, Jonathan Zittrain
| 2. Corporate powers | |||
| 2.1. General powers | |||
| White Paper 2) Domain name registrants would agree, at the time of registration or renewal, that in cases involving cyberpiracy or cybersquatting (as opposed to conflicts between legitimate competing rights holders), they would submit to and be bound by alternative dispute resolution systems identified by the new corporation for the purpose of resolving those conflicts. Registries and Registrars should be required to abide by decisions of the ADR system. | "Consensus" The entity shall be limited to its enumerated powers. The Entity shall be a not-for-profit organization. The Board shall have the power to set policy regarding IP numbers through a bottom-up procedure where entity councils make proposals that the Board may accept or veto. The Board shall have the power to set policies and procedures to maintain a coherent root zone system. The Board shall have the power to set policies and procedures for delegating TLDs, including ccTLDs and gTLDs. The Board shall have the power to set policies and procedures to assign technical parameters. The Board shall have the power to set technical policies and procedures including the coordination of the Internet domain name system and the oversight of registrars and registries. The entity shall have the power to set policies and procedures to determine its own organizational structure and finances. | IANA Draft Bylaws v5 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. 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. | Boston Working Group Changed: 4 This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the 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 sec. 501 (c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or the corresponding provision of any future Federal tax code. Any reference in these Articles to the Code shall include the corresponding provisions of any further Federal tax code. In furtherance of the foregoing purposes, the Corporation shall, except as limited by Article 4 hereof, pursue the charitable and public purposes of fostering an open, competitive, global and fair environment in all areas of Internet responsibility, assuring fair and equal access to the resources of the Internet, providing cost-effective services and providing for the operational stability of the Internet infrastructure 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). 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. |
| 2.2. Specific powers | |||
| White Paper No points found. | "Consensus" No points found. | IANA Draft Bylaws v5 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. | Boston Working Group Same provision as IANAv4 draft. |
| 2.3. Ultra-vires | |||