Prepared By: The Berkman Center for Internet and Society at Harvard Law School
Ben Edelman, Larry Lessig, Molly Shaffer Van Houweling, Jonathan Zittrain
| 5. Board of directors | |||
| 5.1. General | |||
| White Paper No points found. | "Consensus" The Entity shall have a Board. | IANA Draft Bylaws v5 6. To the full extent permitted by the California Nonprofit Public Benefit Corporation Law or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its members, should the Corporation elect to have members in the future, for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article 5 shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification. ARTICLE III: TRANSPARENCY AND PROCEDURES Section 2. ACCESS TO INFORMATION 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 policies and procedures designed to provide information about, and enhance the ability of interested persons to provide input to, the Board and Supporting Organizations. Any such 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 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 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 Board will facilitate the translation of final published documents into various appropriate languages. ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS 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 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. 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 may adopt a policy specifically addressing Director and Officer 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 Section 24. RULES OF PROCEDURE 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. Section 25. ANNUAL BUDGET The Board shall prepare an annual budget, which shall be published on the Web Site. | Boston Working Group ARTICLE III: TRANSPARENCY AND PROCEDURES Section 5. VOTING ON RECORD Added: Every matter before the board shall be decided using a roll-call in which the vote cast by each director shall be recorded in the minutes. Changed: The Board shall adopt policies and procedures through which a party affected by an action of the Board can seek reconsideration of any Board action. Changed: The Board shall adopt policies and procedures through which a party affected by an action of the Corporation can seek reconsideration of that action by the Board. Changed: All minutes of meetings of the Board, Supporting Organizations (and any councils thereof) and Committees shall be made publicly available immediately following approval by the Board on the Web Site and otherwise. Minutes shall be made available immediately following approval by the Board; provided, however, that 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 from disclosing publicly and other matters that the Board determines are not appropriate for public distribution shall not be disclosed. ARTICLE IV: POWERS Section 2. INITIAL BOARD MEMBERS SELECTED BY THE SUPPORTING ORGANIZATIONS Removed: 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. Removed: 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 6. INTERNATIONAL REPRESENTATION Changed: 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 it is desirable to have each at least one Director from each Geographic Region. Added: Section 25. ANNUAL BUSINESS PLAN Added: The Board shall prepare an annual business plan which shall include a financial plan identifying funding sources and levels, a strategic plan and delegated financial authorities. The plan shall be a matter of public record and published at the Annual Meeting preceding the fiscal year to which the business plan pertains. ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS Section 2. INITIAL BOARD MEMBERS SELECTED BY THE SUPPORTING ORGANIZATIONS Removed: 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 4. QUALIFICATION OF DIRECTORS AFTER THE INITIAL BOARD Changed: (a) Each Board after the Initial Board shall be comprised of at least Nine At Large Directors selected by a majority of all votes cast by Members pursuant to an election process to be established by the Initial Board. Changed: (b) The Initial Board, after soliciting and considering suggestions from all interested parties, and after widely publicizing through the Internet and otherwise its tentative conclusions and considering comments thereon, and taking into consideration the principles of balanced international representation set forth in Section 6 of this Article V, shall establish a final composition formula for those Boards following the Initial Board, and the processes by which members of those Boards shall be selected and removed, provided that this action shall not be taken prior to, June 1, 1999. |
| 5.2. Powers | |||
| White Paper No points found. | "Consensus" Decisions about technical policies must be approved by a relevant council prior to the Board's decision to accept or reject. (Strong support but not full consensus.) The Board may propose matters to be considered by the councils. The Board of Directors always has the final decision. The initiative for proposing organizational activities can come both from the Board of Directors and from the specific Councils. | IANA Draft Bylaws v5 ARTICLE III: TRANSPARENCY AND PROCEDURES Section 4. BOARD RECONSIDERATION The Board shall adopt policies and procedures through which a party affected by an action of the Board 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. | Boston Working Group Same provision as IANAv4 draft. |
| 5.3. Number | |||
| White Paper No points found. | "Consensus" No points found. | IANA Draft Bylaws v5 ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS Section 1. INITIAL BOARD 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 3. NUMBER OF DIRECTORS AND ELECTION OF CHAIR (a) The authorized number of Directors shall be no less than nine (9) and no more than nineteen (19). | Boston Working Group ARTICLE IV: POWERS Section 1. INITIAL BOARD Changed: The initial Board of Directors of the Corporation ("Initial Board") shall consist of nine At Large members. 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 members of the Initial Board for an additional period, to expire no later than September 30, 2000. The members of the Initial Board shall serve the terms specified in Section 9(d) of this Article. No 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 3. NUMBER OF DIRECTORS AND ELECTION OF CHAIR Changed: (b) The Board shall elect a Chair from among the Directors. |
| 5.4. Qualifications | |||
| White Paper The Board of Directors for the new corporation should be balanced to equitably represent the interests of IP number registries, domain name registries, domain name registrars, the technical community, Internet service providers (ISPs), and Internet users (commercial, not-for-profit, and individuals) from around the world. Since these constituencies are international, we would expect the board of directors to be broadly representative of the global Internet community. 4) restrict official government representation on the Board of Directors without precluding governments and intergovernmental organizations from participating as Internet users or in a non-voting advisory capacity. | "Consensus" The Board of Directors must be integrated in such a manner as to ensure the representativity of regions, interests and activity areas, and the regions must have significant representation therein. Election procedures must be designed to preclude domination by any specific stakeholder group. The governments will not participate as such within the Newco, except through their organizations related to activities in the Internet. | IANA Draft Bylaws v5 ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS Section 4. QUALIFICATION OF DIRECTORS AFTER THE INITIAL BOARD (a) 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. (b) The Initial Board, after soliciting and considering suggestions from all interested parties, and after widely publicizing through the Web Site and otherwise its tentative conclusions and considering comments thereon, and taking into consideration the principles of balanced international representation set forth in Section 6 of this Article V, shall establish the ongoing composition formula for those Boards following the Initial Board, and the processes by which members of those Boards shall be selected and removed, by amendment to these Bylaws, provided that this action shall not be taken prior to the time that the directors selected by the Supporting Organizations have been seated, or before June 1, 1999, whichever is sooner. 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 is elected by citizens of a nation 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. | Boston Working Group ARTICLE IV: POWERS Section 4. QUALIFICATION OF DIRECTORS AFTER THE INITIAL BOARD Changed: (a) Each Board after the Initial Board shall be comprised of at least Nine At Large Directors selected by a majority of all votes cast by Members pursuant to an election process to be established by the Initial Board. Changed: (b) The Initial Board, after soliciting and considering suggestions from all interested parties, and after widely publicizing through the Internet and otherwise its tentative conclusions and considering comments thereon, and taking into consideration the principles of balanced international representation set forth in Section 6 of this Article V, shall establish a final composition formula for those Boards following the Initial Board, and the processes by which members of those Boards shall be selected and removed, provided that this action shall not be taken prior to, June 1, 1999. |
| 5.5. Terms | |||
| White Paper No points found. | "Consensus" No points found. | IANA Draft Bylaws v5 ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS Section 1. INITIAL BOARD 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 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. 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 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. (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. (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. Unless otherwise specified by the Board pursuant to Section 4(B) of this Article, 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 nominee's campaign. | Boston Working Group Same provision as IANAv4 draft. |
| 5.6. Quorum | |||
| White Paper No points found. | "Consensus" No points found. | IANA Draft Bylaws v5 ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS Section 17. QUORUM 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. | Boston Working Group Same provision as IANAv4 draft. |
| 5.7. Committees | |||
| White Paper No points found. | "Consensus" No points found. | IANA Draft Bylaws v5 ARTICLE VII: COMMITTEES Section 1. COMMITTEES GENERALLY (a) The Board may establish one or more committees. 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; or (v) The approval of any self-dealing transaction, as such transactions are defined in Section 5233(a) of the CNPBCL. (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 appoint one or more Advisory Committees. 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 chair 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 chair 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 chair 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. Section 4. TERM OF OFFICE The chairperson 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. Section 6. VACANCIES Vacancies on any committee shall be filled in the same manner as provided in the case of original appointments. Section 7. COMPENSATION The Board Shall not authorize compensation for service as a member of a committee except by a two-thirds (2/3) vote of all members of the Board, but in any event no such compensation shall be authorized for a Director. The Board may, however, authorize the reimbursement of actual and necessary expenses incurred by committee members, including Directors, performing their duties as committee members. | Boston Working Group Same provision as IANAv4 draft. |
| 5.8. Classes of directors | |||
| 5.8.1. Chairman | |||
| White Paper No points found. | "Consensus" No points found. | IANA Draft Bylaws v5 ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS Section 3. NUMBER OF DIRECTORS AND ELECTION OF CHAIR (b) The Board shall elect a Chair from among the Directors, not including the President. | Boston Working Group Same provision as IANAv4 draft. |
| 5.9. Non-profit corporations | |||
| 5.10. Vacancies | |||
| White Paper The new corporation's charter should provide a mechanism whereby its governing body will evolve to reflect changes in the constituency of Internet stakeholders. The new corporation could, for example, establish an open process for the presentation of petitions to expand board representation. | "Consensus" No points found. | IANA Draft Bylaws v5 ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS Section 10. RESIGNATION 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. ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS 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. Section 12. VACANCIES 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. | Boston Working Group ARTICLE IV: POWERS Section 11. REMOVAL OF A DIRECTOR Changed: Any Director or Directors may be removed for cause following notice and a three-fourths (3/4) majority vote of all members of the Board; provided, however, that the Director or Directors who are 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, however, that in no event shall a Director be removed unless such removal is approved by not less than a majority of all members of the Board. 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. Section 12. VACANCIES Changed: 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, 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. |
| 5.11. Compensation | |||
| White Paper No points found. | "Consensus" No points found. | IANA Draft Bylaws v5 ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS Section 22. COMPENSATION 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. (i) The filling of vacancies on the Board or on any committee; Section 7. COMPENSATION The Board Shall not authorize compensation for service as a member of a committee except by a two-thirds (2/3) vote of all members of the Board, but in any event no such compensation shall be authorized for a Director. The Board may, however, authorize the reimbursement of actual and necessary expenses incurred by committee members, including Directors, performing their duties as committee members. | Boston Working Group Same provision as IANAv4 draft. |
| 5.12. Meetings | |||
| White Paper No points found. | "Consensus" No points found. | IANA Draft Bylaws v5 ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS 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. 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 Chairperson of the Board or the President. A call for a special meeting will be made in writing 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, and the Secretary of the Corporation shall cause each Director to be notified by telephone or electronic mail within four (4) days after the notice is mailed. 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 seven (7) days 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. 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. | Boston Working Group Same provision as IANAv4 draft. |