Prepared By: The Berkman Center for Internet and Society at Harvard Law School
Ben Edelman, Larry Lessig, Molly Shaffer Van Houweling, Jonathan Zittrain
| 6. Officers | |||
| 6.1. Titles | |||
| White Paper No points found. | "Consensus" No points found. | IANA Draft Bylaws v5 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 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. | Boston Working Group Same provision as IANAv4 draft. |
| 6.2. Duties | |||
| White Paper No points found. | "Consensus" No points found. | IANA Draft Bylaws v5 ARTICLE VIII: OFFICERS 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 | Boston Working Group ARTICLE VIII: OFFICERS Section 4. PRESIDENT Changed: 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 be entitled to attend any meeting of the Board or 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 and annual business plan 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. |
| 6.3. Selection and Removal | |||
| White Paper No points found. | "Consensus" No points found. | IANA Draft Bylaws v5 ARTICLE VIII: OFFICERS 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. | Boston Working Group Same provision as IANAv4 draft. |
| 6.4. Term | |||
| 6.5. Vacancies | |||
| 6.6. Compensation | |||
| White Paper No points found. | "Consensus" No points found. | IANA Draft Bylaws v5 ARTICLE VIII: OFFICERS 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. | Boston Working Group Same provision as IANAv4 draft. |