| General comment:
This draft represents an uneasy compromise between two very
different documents:
- A very precise set of bylaws designed to meet the
requirements of corporate law.
- A charter for a unique Internet-based international
organization, with no legal precedent.
Each kind of document comes from a particular world-view. Individuals
coming primarily from one or the other of these world-views may have
trouble accepting the validity of the contrary view.
However, it is very important that we produce something that
satisfies both of these world-views, and we should concentrate on the
the positive aspects of each.
The DNSO must be, and will be, a truly international organization.
Running such an organization using standard corporate forms will be
very expensive. The money spent in organizing efforts to date
is in
the millions of dollars. If the DNSO continues in that mold the
result will be a massive organization that, as Roberto Gaetano put
it, will effectively be a permanent subsidy to the travel industry.
Much of that time and money spent in organizing has been volunteered,
in the Internet tradition, by many individuals and organizations.
It
is the belief of many that the DNSO must leverage such volunteer
participation, and continue that tradition. And, as NSI has
indicated in their comments, the Internet has a tradition of
consensus processes, rather than the hard-edged decision making more
common in a legal or business context.
However, the DNSO also needs the precision, clarity, and
accountability that a legal/business perspective can bring.
That is the spirit in which this document is presented. We wish
to
create an organization that will be a natural outgrowth of the
Internet traditions of cooperation and consensus that were embodied
in the old IANA, while at the same time providing a legally
robust and accountable framework within which it can work.
Thank you
The DNSO Drafting Team
================================================================
PROVISIONAL - DRAFT DOCUMENT
DRAFT
January 17, 1998
PROPOSAL FOR
DOMAIN NAME SUPPORTING ORGANIZATION
Under Article VI, Section 3(b) of the By-Laws of the Internet
Corporation for Assigned Names and Numbers ("ICANN"), an application
for recognition as a Supporting Organization shall include, but not
be limited to, a description of the following:
i. membership or participation criteria,
ii. methods for developing substantive Internet
policies to be
recommended to the Board and selecting Board nominees,
iii. open, transparent, fair and non-discriminatory
processes
(including procedures for public attendance at appropriate
meetings of the Supporting Organization and for
the participation
of interested persons who may not be members of
the Supporting
Organization in advisory committees of the Supporting
Organization),
iv. policies to ensure international and diverse
participation,
v. policies for disclosure to the Corporation
by members of or
participants in a Supporting Organization council
of conflicts of
interest or other financial interests in matters
within the scope
of the Supporting Organization (such conflicts or
interests,
however, not necessarily requiring abstention from
action), and
vi. methods for funding the Supporting Organization
and
providing funding for the Corporation.
The bylaws included herein describe an organization consistent with
the above points.
==================================================================
ARTICLE I. NAME
The name of this organization shall be "The Domain Name Supporting
Organization" ("DNSO").
ARTICLE II. OBJECTIVES [1]
The objectives of this organization shall be to generally protect and
promote the interests of all users of the Internet, and more
particularly to disseminate information and make recommendations and
policy regarding (1) TLDs; (2) the operation, assignment and
management of the domain name system; and (3) other related subjects,
including the relationship between the rights of trademark owners and
the rights of domain name registrants.
The objectives of the DNSO shall be carried out via means that are
open, transparent, and non-discriminatory. The DNSO will strive
to
treat all parties fairly. The DNSO will foster and respect diversity
of opinions. The DNSO will work towards rough consensus on all
issues. The DNSO will conduct all of its business in an open
manner.
This organization is formed to fulfill the functions specified for
the DNSO in the Bylaws of ICANN and to enter into a contract with
ICANN to perform such functions.
The DNSO is an organization with the Internet at its center. It
will
develop appropriate procedures for its deliberations. To the
greatest extent possible the DNSO will conduct its business online.
It shall be possible to fully participate in all decision processes
of the DNSO without physical meeting. Applicable IETF procedures
will be examined as possible models.
ARTICLE III. MEMBERSHIP
Section 1. Membership in the DNSO
Any legally defined entity or individual person is eligible to be a
member of the DNSO. Membership at this level is a "General
Membership". [2]
Every general member of the DNSO must also be a member of one or more
of the DNSO Constituencies, described in ARTICLE III, Section 2.
As
described in ARTICLE XI, general membership in the DNSO requires that
the member fill out an application, pay yearly DNSO general
membership fees, and be able to provide proof of identity. A
DNSO
member who is a member of a Constituency will also be required to pay
any fees associated with being a member of that Constituency, and may
have to meet additional requirements.
As described in ARTICLE XI, Section 3, members of certain
Constituencies may be assessed ICANN support fees, in addition to
DNSO and Constituency membership fees. [3]
Section 2. Membership in Constituencies [4][5]
The DNSO shall be composed initially of five [six] Defined
Constituencies ("Defined Constituencies"), plus an At-Large
Constituency, for a total of six [seven] initial Constituencies.
Constituencies may be removed or created, and the defining criteria
for membership in a Defined Constituency may be changed through
amendment to these bylaws, as described in ARTICLE XIII.
The original set of Defined Constituencies, with qualifications for
participation in each, are as follows [In alphabetical order at ICC
suggestion]:
1. At-Large: a special Constituency comprised
of all DNSO
members who are not members of any other Constituency.
No member
of any other Constituency may be a member of the
At-Large
Constituency, and the At-Large Constituency shall
not be subject
to any Constituency membership fee.
2. Businesses and other organizations: a DNSO
member who is any
other business or organizations (defined as any
legally
constituted organization with a legitimate interest
in Domain
Name issues),[6]
3. Infrastructure and connectivity providers:
a DNSO member who
is a network operator or service provider (defined
as a legal
person operating a name server for clients and offering
Internet
connectivity to third parties),
4. Registrars: a DNSO member who is a registrar
of
generic/global or country-code TLDs (defined as
an entity with a
direct contractual relationship with a registry
as defined
below),
5. Registries: a DNSO member who is a DNS Top
Level Domain
("TLD") registry (defined as an entity with write
authority to a
zone referenced by a TLD),
6. Trademark and Anti-counterfeiting interests:
a DNSO member who
is an organization representing trademark interests,
defined as
entities whose primary interest is the protection
of trademarks
or the effort to stop trademark counterfeiting and
infringement),
or owners of trademarks [7],
[7. Unspecified Human rights/free speech/public
Interest/Consumer Protection groups: ...TBD...[INTA
suggestion]]
Except for the special case of the At-Large Constituency, a member of
the DNSO may be a member in more than one Constituency if it
meets the qualifications for each of the Constituencies in question,
and pays the membership fees for each such Constituency. Also,
a
Defined Constituency may have a membership requirement that is
conditioned on membership in another Constituency or Constituencies.
Disputes concerning qualifications for membership in a Constituency
or in the DNSO itself shall be referred to a Membership Committee,
as
described below in ARTICLE IV, Section 6(B).
Section 3. Resignations
Any member may resign its membership at any time by giving written
notice thereof to the Names Council, accompanied by payment of any
outstanding indebtedness to the DNSO. Said resignation shall
take
effect as of its date unless some other date is specified therein.
The acceptance of such resignation will not be necessary to make it
effective. No dues previously paid by such resigning member shall
be
refunded by the DNSO unless such dues were not due and payable until
after the resignation was received by the DNSO.
ARTICLE IV. NAMES COUNCIL
Section 1. Purpose and Powers
The Names Council shall act as the executive body of the DNSO.
It
shall also fulfill the role of "Names Council" as described in the
ICANN Bylaws.
The Names Council shall determine policies regarding TLDs, including
operation, assignment and management of the domain name system and
other related subjects, and, in accordance with Article VI, Section
3(a)(ii) of ICANN's Bylaws, the Names Council shall make
recommendations on such subjects to the ICANN Board.
The Names Council shall select three ICANN board member nominees as
described in ARTICLE IV, Section 10, below.
The Names Council shall function as the executive authority of the
DNSO. The Corporate officers, if any, shall
operate at the direction of the Names Council. [8]
Section 2. Representative Composition [9]
The Names Council shall consist of 21 [XX] members, elected from time
to time by the members of the DNSO, following the procedures set
forth below. In addition, he President of the DNSO shall sit
as a
non-voting ex officio member of the Names Council. The
Constituencies shall each have the right to be represented by the
following numbers of members of the Names Council:
1. At-Large - 3 [XX]
2. Business and other organizations - 3 [XX]
3. Infrastructure and connectivity providers
- 3 [XX]
4. Registrars - 3 [XX]
5. Registries - 6 [XX]
6. Trademark and Anti-counterfeiting Interests
- 3 [XX]
[7. Unspecified Public advocacy and Consumer Protection
groups - [XX] ]
Section 3. Geographical Diversity [10]
In order to assure geographical diversity among members of the Names
Council, the members of the Names Council representing each
Constituency must each be from different geographical regions, unless
there are more such representatives than there are regions. In
this
latter case no region shall have more than one more representative
than any other region. The geographical regions shall be those
set
forth in Article V, Section 6 of the Corporation's bylaws.
[In particular, because the Registry Constituency is represented by
6
members of the Names Council, and there are only 5 regions, among the
Names Council members representing the Registry Constituency there
will be one region represented by two individuals.] [11]
Section 4. Election
Within six weeks of acceptance by ICANN of this organization as the
DNSO described in the ICANN bylaws, the Initial Members and Initial
Constituencies of the DNSO will elect members of the Names Council,
as described in ARTICLE V.
Members of each Constituency shall nominate individuals to represent
that Constituency. Nominations within each Constituency may be
made
by any member of the Constituency, provided, however, that each
member of a Constituency may make no more than one nomination for a
Names Council member representing that Constituency. An entity
that
is a member of more than one Constituency may make one nomination for
each Constituency of which it is a member. Every nominee shall
be
identified as representing a particular geographical region.
Elections for Names Council members shall be held once each year for
vacant seats. The term of office for each member of the Names
Council is three years, staggered so that each year one third of the
Names Council members shall be elected.
Each general member of the DNSO may cast one vote for one nominee for
membership in the Names Council from each of the Constituencies.
The winning nominees from within each Constituency shall be
determined as follows:
Within the group of nominees for each Constituency, the nominees
shall be grouped according to their geographical identification, and
shall be ranked according to the votes received. Winners will
be
selected by the following criteria: Nominees identified with regions
with the least number of current representatives for the Constituency
will be considered as a group. Within this group, the nominee
with
the most votes is selected, and is then considered a member of the
group of current representatives. This procedure is repeated
until
there are no vacancies. Any ties shall be broken by random
processes.
If this election process leaves unfilled seats because of
insufficient geographical representation those seats will remain
empty until the the Constituency can field a slate of nominees with
adequate geographical representation, and the Names Council can call
an election.
The term of office for members of the Names Council shall be three
years. However, for the first election the first third of the
nominees selected through the above process shall receive a three
year term, the second third shall receive a two year term, and the
remainder shall receive a one year term. In the event of a
resignation or other event that disturbs the even distribution of
terms a similar fair process of adjusting the terms of newly elected
members shall be used to regain an even distribution. If for
any
reason fewer than the seats allocated to a Constituency are filled,
the seats remain unfilled until the next election. [12]
In the event of a Names Council member's death, resignation,
ineligibility or inability to perform the duties of a member of the
Names Council, a majority of the Names Council then in office shall
have the power to designate a successor to serve for the remainder
of
the term of such Names Council member. Only a person eligible
to
serve as a Names Council member shall be eligible for such
designation.
Section 5. Transparent and Open Processes
The processes of the Names Council, as well as the Constituencies and
the general membership, shall be governed by the same principles of
open and transparent non-discriminatory processes as those of ICANN.
It is the intent of the DNSO that, at least initially, there will be
significant review by the Constituencies over the decisions of the
Names Council; over time, the Constituencies may agree to reduce the
extent of review. Therefore, in all cases the Names Council shall
seek input and review of its recommendations and Board nominations
from each of the Constituencies. [13]
Section 6. Dispute Resolution
A. Fair Hearing Panels
The Names Council will appoint, as necessary, Fair Hearing Panels to
collect information concerning grievances, complaints, and conflicts
that may arise, to make recommendations to the Names Council for
possible remedial or other action. The Names Council shall establish
the procedures and standards for Fair Hearing Panels, perhaps through
designation of a committee to study the issue.
B. Membership Committee
Disputes concerning membership in the DNSO or membership in a
Constituency will be heard by the Membership Committee, composed of
one member selected from each Constituency, and elected by the
members of that Constituency, and a chairperson appointed by the Names
Council. The Membership Committee shall also be responsible for
establishing objective rules for verification of identity of
entities applying for membership, for designing and implementing an
application form, and other matters pertaining to membership.
C. Reference to ICANN Board
If the Names Council determines that a dispute is particularly
serious, the Names Council may refer the dispute to the ICANN Board
for resolution.
Section 7. Meetings
The Names Council shall elect a from their number a Chairperson of
the Names Council, to call and preside over meetings of the Names
Council.
The members of the Names Council shall meet from time to time, either
physically, or through telephone, video, or online means. The
time, manner, and place of meetings shall be selected by the Chair
of
the Names Council. The place of each physical meeting shall change
to accommodate the international composition of the Names Council.
Special or emergency meetings may be held at such times and places
(1) as the Names Council may decide, (2) at the call of the
Chairperson, or (3) on the written requests of the majority of the
members of the Names Council.
Section 8. Decision Processes
No formal decision of the Names Council shall require physical
meeting; the Names Council shall develop procedures so that all
decisions will allow for online, telephone, or video participation
and voting. The Names Council will also ensure that online procedures
are available for all decisions made through votes of the general
membership of the DNSO.
To the extent possible decisions of the Names Council shall be made
on a rough consensus basis, after consultation with the
membership of the DNSO. Such decisions shall be recorded as
"consensus decisions". Consensus will be assessed by the Chair
of
the Names Council. If two Names Council members formally object
to
the measure in question, the Chair shall determine that a consensus
has not been achieved, and shall call for a formal vote. [14]
In such cases where consensus cannot be achieved and a formal vote is
deemed necessary, the matter shall be publicized before the DNSO for
15 days, and then a formal, public, recorded online vote of the Names
Council shall be taken. The measure shall be deemed to have been
passed if two thirds of the votes cast are in the affirmative.
However, in any policy decision the count shall be reported in full
to ICANN, so that ICANN may independently judge the extent of support
for the proposition.
Section 9. Reimbursement
The members of the Names Council shall not receive compensation for
their service on the Names Council; however, they may be reimbursed
for the reasonable direct expenses of participation in the Names
Council.
Section 10. Selection of DNSO Representatives for the ICANN Board
Pursuant to Article V, Section 4 of the ICANN By-laws, the DNSO is
accorded three (3) seats on the ICANN Board. Selection of the
DNSO
representatives for the ICANN Board shall rest with the Names
Council, through the procedure described herein.
The Names Council shall appoint a nominating committee to research,
investigate, and interview potential candidates for the DNSO seats
on
the ICANN Board. Members of the nominating committee shall be
selected from the membership of the DNSO. Upon completing a list
of
candidates, said list shall be forwarded by the nominating committee
to the Names Council.
The Names Council shall ensure that all candidates have a significant
understanding of the relationship between the Internet and business
practice, intellectual property, freedom of expression, and consumer
protection. Approval of a candidate for the ICANN Board shall
require a 2/3 majority vote by the Names Council.
ARTICLE V. INITIAL MEMBERSHIP AND INITIAL NAMES COUNCIL
Section 1. Initial DNSO and Constituency Membership
The Initial membership of the DNSO shall be drawn from those entities
who sign the DNSO application to ICANN. These entities must specify
a single Constituency to which they wish to belong, and supply the
appropriate initial membership fee in a timely manner. The Initial
membership of each Constituency shall be composed of those Initial
members that indicated their desire to be a member of that particular
Constituency. After the Initial Names Council is formed, an Initial
Member may, with the approval of the Initial Names Council, elect to
become a member of other Constituencies, in accord with the
definitions in ARTICLE III, Section 2.
Section 2. Initial Names Council
The Initial Names Council is a distinct entity from the Names
Council, and shall only be active until the Names Council is formed,
as provided in this Article. The Initial Names Council shall
consist
of one member from each of the Initial Constituencies, selected by
majority vote of the initial membership of the respective
Constituency.
Members of the Initial Names Council shall serve a six week term or
until the first election of the DNSO, whichever occurs first, unless
such term is extended for an additional period by majority vote of
the current membership. Members of the Initial Names Council
[shall/shall not] be eligible for additional service on the Names
Council at the end of the member's term on the Initial Names Council.
The powers and responsibilities of the Initial Names Council shall be
limited to establishing the DNSO and ratifying its bylaws,
establishing bank accounts and other necessary financial structure,
verifying the identity of new members and collecting their dues,
aiding in the organization of the Constituencies, and holding the
first election for the full Names Council.
The Initial Names Council will establish an online voting system
that will be available for the election of the first election of the
Names Council, and thereafter.
Members of the Initial Names Council of the DNSO shall not be
eligible to serve as DNSO representatives for the initial ICANN
Board, and they shall not select the three DNSO representatives to
the initial ICANN Board.
The first 3 DNSO representatives to the initial ICANN Board will be
selected by the first full Names Council, as described in ARTICLE IV,
Section 10.
ARTICLE VI. OFFICERS [15]
Section 1. Election
The officers of the DNSO shall be a President, a Secretary and a
Treasurer, each of whom shall be elected from DNSO members at the
Annual election by a majority vote to serve until the next Annual
election, or until a successor shall have assumed the duties of the
office. No one shall be eligible to serve successive terms as
President.
Section 2. President
The President shall preside at all meetings of the DNSO, and shall be
directly responsible to the Names Council. The President shall
serve
as an ex officio member of the Names Council, but shall have no vote
in the Names Council. The President shall submit at each Annual
Meeting of the DNSO a report of the activities of the DNSO during the
proceeding year.
Section 3. Secretary
The Secretary shall be responsible for the minutes of all meetings of
the DNSO and the Names Council, and shall be the custodian of the
seal and records of the DNSO. The Secretary shall perform such
other
duties as may be delegated by the Names Council.
Section 4. Treasurer
The Treasurer shall have the custody of all monies and securities of
the DNSO and shall place same in appropriate financial vehicles and
repositories in accordance with guidelines established, at least on
an annual basis, by the Names Council. The Treasurer shall keep
proper books of account and sign checks and give such surety bonds
as
the Names Council may require. The Treasurer shall make reports
on
the financial condition of the DNSO at each Annual Meeting of the
DNSO and, whenever called upon to do so, at other meetings of the
DNSO, the Names Council, and the ICANN Board. The Treasurer shall
prepare a yearly budget for the Names Council. The Treasurer
shall
also perform such other duties as may delegated by the Names Council.
All duties performed by the Treasurer shall be subject to the
supervision and direction of the Names Council.
All financial and other records in the custody of the Treasurer shall
be open to the Names Council and the ICANN Board at all times for
inspection or audit. On ceasing to hold office, the Treasurer
shall
surrender all records, files, books of account, monies, securities
and other property of the DNSO to a successor or to such other person
as shall be designated by the Names Council.
Section 5. Succession
In the event of the death, resignation, removal from office or
inability of any Officer, to perform the duties of the office, the
Names Council shall appoint a successor to serve until the next Annual
election of the DNSO or until a successor shall have been elected and
shall have assumed the duties of the office.
ARTICLE VII. COMMITTEES
Given the importance of having a global consensus on the policies and
procedures developed by DNSO, as well as expertise relating to the
objectives of the DNSO, the Names Council may create committees for
such terms and with such powers and duties, as it shall deem
appropriate. The nomination of members to each committee and
their
election by the Names Council shall be conducted in the same manner
as members of the Names Council are nominated under Article IV,
except that committee members shall be voted on by the Names Council
rather than by DNSO members.
Once formed, each committee shall nominate and vote for a Chairperson
from within the committee. The nominee with the most votes shall
be
elected Chairperson for a term of one year. A Chairperson shall
be
eligible for re-election for another one-year term, but shall not
again be eligible for election as Chairperson for a period of one
year thereafter unless nominated for an additional term by a
unanimous vote of the committee. The members of each committee
shall
be appointed for a term of one year, and shall be eligible for
re-appointment for two successive subsequent terms of one year each.
All committees shall be responsible to the Names Council for the
performance of their duties, unless the Names Council shall otherwise
direct. The duties of the committees shall be those indicated
by
their titles or as may be otherwise assigned to them by the Names
Council.
Regular meetings of each committee may be held without the giving of
notice if a day of the week, a time, and a place will have been
established by the committee for such meetings. Meetings may
be held
in person, through mailing lists or other online means, or by
telephone, radio, television or similar means of communication.
The
committee may itself, or through the direction of the Names Council,
establish quorum rules for transaction of business.
The act of a majority of the members so present at a meeting at which
a quorum is present will be the act of such committee. Each
committee will maintain a record, which need not be in the form of
complete minutes, of the action taken by it at each meeting, which
record shall include the date, time, and place of the meeting, the
names of the committee members present and absent, the action
considered, and the number of votes cast for and against the adoption
of the action considered.
All action by each committee shall be reported to the Names Council
at its meeting next succeeding such action for a vote.
ARTICLE VIII. MEETINGS AND ELECTIONS
The DNSO and all its components support the Internet; they are
distributed around the world; and therefore, to the extent possible,
all business of the DNSO, the Names Council, the Constituencies, and
any Committees shall be conducted online, or otherwise without the
requirement of physical meetings. The occurrence of required
physical
meetings shall be held to the minimum required by law, if the DNSO
is incorporated.
Section 1. Annual Meeting and Election
The Annual Meeting of the DNSO shall be held at a time and place
determined by the Names Council. Concurrent with the Annual Meeting
will be an Annual Election of officers and Names Council members.
Section 2. Special Meetings and Elections
Special meetings of the DNSO shall be held at such times and places
as the Names Council shall determine. Special Meetings shall
also be
called by the Names Council upon the request in writing of not less
than xx percent of the DNSO Members, who shall specify in their
request the business which they desire to be considered at the
proposed meeting. In all such cases, if at all possible, the
meetings will be conducted through online meeting procedures.
Similarly, special Elections of the DNSO shall be held at such times
as the Names Council shall determine. Special Elections shall
also
be called by the Names Council upon the request in writing of not
less than xx percent of the DNSO Members, who shall specify in their
request the proposition to be voted on. In all such cases, if
at all
possible, the vote will be conducted through online voting
procedures.
Section 3. Notice
Written notice of any physical meeting of the DNSO shall be given
personally, by first class mail or via the Internet not less than 30
days before the date of each meeting and shall state the place, date
and hour of the meeting and, if for a Special Meeting, shall also
state the purpose or purposes for which the meeting is being called.
[changed from 10 days to 30]
Meetings shall take place via telephone or similar communications
equipment, or via online mailing lists or similar facilities, or at
such other place as determined by the President, Names Council
Chairperson or Committee Chairperson and specified in the notice of
the meeting. A meeting using telephone or similar communications
equipment by means of which all members participating in such meeting
can hear each other shall constitute presence in person at such
meeting.
Waiver by a member in writing of notice of a meeting, signed by the
member, shall be equivalent to the giving of such notice. Attendance
by a member, whether in person or by proxy, at a meeting shall
constitute a waiver of notice of such meeting of which the member has
had no notice, unless except when the member attends the meeting for
the express purpose of objecting, at the beginning of the meeting,
to
the transaction of any business because the meeting is not lawfully
called or convened.
Section 4. On-Line Participation
To ensure international and diverse participation, the proceedings of
the DNSO and the Names Council, as well as all Committees of the
DNSO, shall to the fullest extent possible, be conducted on-line.
Section 5. Quorum
A majority of the members of the DNSO, represented in person [or by
proxy], shall constitute a quorum at all meetings, and the act of a
majority of the members present at any such meetings at which there
is a quorum will be the act thereof, unless the vote of a greater
number is required by law, the Certificate of Incorporation or the
By-Laws, in which case the vote of such greater number shall be
requisite to constitute the act thereof. [16]
If a vote is held by electronic mail, all members shall be deemed
present. If, after an electronic mail election, the number of
voters
is less than the quorum, after 5 days notice to all members of the
DNSO posted by electronic mail, the same vote may be conducted again
with a quorum set to the number of participants in the first
election. [17]
Section 6. Voting
[Members may vote in person or by written proxy dated not more than
xx
days before the meeting named therein. Proxies shall be filed
with
the Secretary before being voted. Except as otherwise limited
therein, proxies shall entitle the member named therein to vote at
any meeting or adjournment of such meeting but shall not be valid
after the final adjournment of such meeting. A proxy purporting
to
be executed by a member shall be deemed valid unless challenged at
or
prior to its exercise, and the burden of proving invalidity shall
rest on the challenger.]
Voting mechanisms will be developed by the Initial Names Council.
It
is expected that the voting mechanism will be via email ballots.
Section 7. Action by Written Consent
Any action required or permitted to be taken at a meeting may be
taken without a meeting if consent in writing, setting forth the
action so taken, is signed by all necessary members.
Section 8. Adjournment of Meetings
At any meeting, if less than a quorum is present, a majority of the
members present, either personally or by proxy, shall have the power
to adjourn the meeting without notice other than announcement at the
meeting until a quorum shall be present.
Section 9. Rules of Order
All meetings of the DNSO, Names Council and Committees shall be
conducted in accordance with the most recently revised edition of
Robert's Rules of Order, unless such conduct would be in conflict
with these By-laws or any applicable provision of law in which case
these By-laws or such applicable provision of law shall govern.
Meetings conducted through online means, perhaps over email lists,
shall develop appropriate Rules of Order. [18]
ARTICLE IX. REMOVAL, SUSPENSION AND EXPULSION
Section 1. Removal of Officers and Committee Chairpersons
Any Officer or Committee Chairperson may be removed from office by a
vote of two-thirds of the entire Names Council for failure or refusal
to perform the duties of the office properly, or for conduct bringing
the DNSO into disrepute. Absence of an Officer of Committee
Chairperson from three consecutive meetings may be deemed by the
Names Council to be failure to perform the duties of the office
properly.
Section 2. Suspension or Expulsion of a Member or Disqualification
A. A member may be suspended for a period or expelled for cause
such
as violation of any of the By-laws of the DNSO or for conduct
prejudicial to the best interests of the DNSO.
B. A member may be temporarily or permanently disqualified from
serving as a member for cause, such as violation of any of the
By-laws of the DNSO or for conduct prejudicial to the best interests
of the DNSO.
C. Suspension, expulsion or disqualification of a member shall
be by
a two-thirds vote of the entire Names Council, provided that a
statement of the charges shall have been mailed to the member under
charges at the last recorded address at least fifteen (15) days
before final action is to be taken thereon, accompanied by a notice
of the time when and place where the Names Council is to take action.
The member shall be given an opportunity to be present at the time
and place mentioned in such notice and to present a defense,
including the right of representation by counsel and the right of
cross-examination.
ARTICLE X. CONFLICT OF INTEREST
Any contract or other transaction between the DNSO and any firm,
corporation or association of which one or more of the DNSO members?
are members, shareholders, directors, officers or employees, or in
which they are interested, shall be valid, provided (i) the fact of
such interest is previously disclosed or known to the DNSO, and (ii)
the DNSO shall nevertheless authorize, approve and ratify such
contract or transaction at a meeting of the DNSO by a vote of a
majority of the members present, such interested member or members
to
be counted in determining whether a quorum is present, but not to be
counted in calculating the majority of such quorum necessary to carry
such vote. The awarding of contracts shall take place in a fair
and
non-discriminatory process.
ARTICLE XI. FUNDING AND FEES
Section 1. Funding
The DNSO shall fund all costs of DNSO and Names Council membership
and other meetings and communications, and all administrative and
other costs associated with membership, from DNSO general membership
fees and Constituency membership fees, as established from time to
time. DNSO membership fees shall be a low fixed rate, initially
50
US dollars per year.
There shall be no Constituency fee for membership in the At-Large
Constituency.
Membership fees for Constituencies other than the At-Large
Constituency shall be adjusted to meet the yearly budget of the DNSO,
as described in Section 2, below. Because the budget will not
be
defined when the DNSO is created, the initial Constituency membership
fee in all Defined Constituencies (except the At-Large) shall be 500
US dollars per year.
Membership fees are cumulative. A DNSO member must pay the DNSO
membership fee plus the sum of all the Constituency Membership Fees
for Constituencies of which it is a member.
Section 2. Assessment and Collection of Membership Fees
The DNSO shall fund its activities directly related to administrative
costs of managing the membership primarily from DNSO membership fees.
All other expenses will be funded through Constituency membership
fees.
The Names Council will calculate the income required from
Constituency fees by summing the budgeted amount for all expenses,
including the amount of any surplus or deficit from the preceding
year, adding a fixed percentage of [xx]% for a reserve, and deducting
the amount of budgeted income from DNSO membership fees.
[That is:
Budgeted expenses
for next year -
Carryover from
previous year (surplus or deficit) -
Projected DNSO
membership fees +
Required Reserve
----------------------------------
Income required
from Constituency Fees
]
Liability for this amount will be divided among the Defined
Constituencies in direct proportion to the number of representatives
the Constituency has on the Names Council (not counting the
representatives of the At-Large). This liability will be divided
up
among the members of the Constituency in accord with rules determined
by those members and approved by the Names Council.
[Example: Suppose the "Income required from Constituency
Fees"
was $750,000. There are 21 total members of
the NC; 3 of them
from the At-Large, 18 of them from Defined Constituencies,
and 6
from the Registry Constituency. Therefore,
the Registry
Constituency would be liable for 6/18 (33%) of the
total
Constituency Membership Fees, or $250,000.
If there were 250
registries, and they decided to split the fees evenly,
the cost
per registry would be $1000. Of course, they
could also decide
to assess the fees according to size of registry,
or something
like that.]
New members' dues liability shall commence on the first of the month
next following receipt of its application for membership, and its
dues shall be pro-rated from that date to the end of the calendar
year. No member shall have the right to vote, make motions, nominate
candidates, or otherwise participate in the activities of the DNSO
until it has paid its dues in full. The annual dues of all members
for each calendar year shall be due and payable on xx/xx of that
year. Notice to this effect shall be sent to each member whose
dues
remain unpaid at the end of thirty days thereafter.
Any member whose annual dues remain unpaid 30 days after xx/xx shall
be deemed to be delinquent and the rights of such members as members
shall cease forthwith. Written notice to that effect shall be
sent
promptly to such member, and any member whose dues remain unpaid on
xx/xx shall be dropped automatically from membership and promptly
notified thereof. Members who have been so dropped may re-apply
for
membership on payment of any delinquency, and such application will
be handled as a new membership application.
Section 3. ICANN Support Fees
Certain of the Constituencies may in addition pay fees for the
support of ICANN. These fees are in addition to either general
membership fees or Constituency membership fees. Details concerning
these additional fees shall be developed in conjunction with ICANN.
[Note: These ICANN support fees are not the fees
that
registries/registrars might have to pay to ICANN
to support the
DNS system -- those will almost certainly be collected
and
enforced through direct contract with ICANN, since
DNSO has no
way to force registries to be members of DNSO.
It is not clear that
there will actually be any fees in this class.]
Section 4. Changing Membership Fees
The basic membership fees can only be changed by resolution of the
general membership by affirmative vote of at least 4/5 of the general
membership voting on the resolution, with a minimum quorum of 4/5 of
those eligible to vote. The membership may not vote to reduce
membership fees without a substantiated showing that expenses of the
DNSO can be met by the reduced fees.
Section 5. Budget
The Treasurer shall not later than November 1 of each year prepare
for the Names Council a budget for the following year. The Names
Council shall consider this submitted budget, and publish a final version
no later than January 1.
ARTICLE XII. INDEMNIFICATION
The DNSO shall indemnify the Names Council, Officers, and Committee
Chairpersons for acts within their respective authorities to the full
extent permitted by the law of the jurisdiction of incorporation, and
the DNSO shall indemnify to the same extent members of committees,
other volunteers authorized to act on behalf of the DNSO and any
employees of the DNSO. Any question as to whether a person is
eligible for indemnification in a specific matter shall be determined
either by a special Committee of at least three members of the Names
Council who are not parties to the matter and who are appointed by
the Names Council, or in a written opinion by an independent legal
counsel who shall be designated by the Names Council.
ARTICLE XIII. AMENDMENTS
These By-laws may be amended at any meeting of the DNSO by a
two-thirds [19] vote of the members, provided, that the
Secretary shall have mailed notice in writing to all members, stating
the proposed amendments in full, not less than twenty days prior to
the meeting at which such amendments to these By-laws are to be voted
upon.
================================================================
[1] included language from ORSC bylaws
[2] general membership from ICC comments
[3] depending on input from ICANN, and the issue of incorporation
[4] The Constituency system serves several functions: 1) It
reduces the risk of capture by flooding of the membership;
2)
being a member of a constituency gives additional
representational effectiveness, a quid pro quo for
the higher
fees of belonging to a constituency; 3) an At-Large
constituency
allows individual and small business membership
while minimizing
the risk of capture of the DNSO through flooding
of individual
members. Note that the At-Large Constituency
is not intended
purely as a parking place for individuals -- small
businesses or
other organizations that may not wish to cover the
higher costs
of belonging to one of the other Constituencies
may wish to
participate through the At-Large Constituency, as
well.
Constituencies are expected to form their own organizational
substructure, as they will need to conduct votes
and make
internal decisions. They are required to maintain
the same
standards of transparency, openness, fairness, etc,
as the DNSO.]
[5] We include a possible sixth Defined Constituency that was
mentioned by Mike Heltzer.
[6] Which may included non-profit public interest, educational, and
other institutions.
[7] Trademark owners included at ICC suggestion
[8] Per NSI's comments concerning incorporation, these bylaws attempt
to cover both possibilities -- incorporation or
not. It is realized,
of course, that if the DNSO is incorporated that
jurisdiction-dependent
modifications will need to be made.
[9] In accord with the ICC comments, "[XX]" has been inserted next
to each specific number of representatives, indicating
where
changes might be made. The original DNSO numbers
are retained
for reference.
[10] The discussion of geographical diversity and the following
section on voting represents a rather involved consensus
reached
after much discussion in Monterrey. Though
the result is
complex, we believe that it actually does solve
a rather
difficult problem, and that it will be very hard
to come up with
a better solution.
[11] The bracketed section would obviously be removed if the
representation numbers change.
[12] This is to give a strong incentive to Constituencies to
guarantee geographical diversity within their nominees.
[13] A possible review mechanism: Any NC policy must be posted on the
DNSO web site for 7 days; during that time, if (say)
10% of the
membership insists on a vote, the NC will conduct
an online poll
of DNSO members; if XX% reject the policy it is
killed. The
percentages can be tuned to adjust the relative
trust in the
Names Council.
[14] The term "rough consensus" is a term of art used frequently in
the context of online Internet decision making.
It may be
unfamiliar to many.
The obvious meaning is "substantial agreement among
all parties",
which could easily be formalized as a super-majority
vote (80% or
more majority). However, in the Internet context
there is also
an implied process of constant communication and
incremental
decision making, and the applicability of "rough
consensus" to a
policy making body like the DNSO not completely
clear.
A pure consensus decision rule grants veto power
to a single
vote; rough consensus gives great weight to dissent,
but requires
that there be multiple or "significant" dissenting
voices.
Therefore, rough consensus rules still allow veto
by a small
minority. This means that, it can't work in
a situation where
there is a minority determined to block any action
-- a very real
possibility in the DNSO.
For this reason, a body like the DNSO cannot operate
totally by
rough consensus methods -- there must be a backstop
method where
hard choices can be made. In this document
there is frequent
reference, therefore, to votes with various majority
criteria --
simple majority, two-thirds, three-quarters, four-fifths,
and so
on, depending on the nature of the decisions involved.
[15] The DNSO membership will elect a president, secretary, and
treasurer. The president will sit on the names
council, but have
no vote. There aren't many responsibilities
for President. Election will
be for one year terms during the same election that
selects the
next roll-over of NC members.
The Officers of the DNSO will take the role of fulfilling
corporate legal requirements, if the DNSO is incorpated.
They
have no policy-making role with respect to DNS issues
or other
matters for which ICANN contracts with the DNSO,
and they take
executive direction from the Names Council.
[16] Serious concerns have been raised about proxies; we try to
avoid mention of them, but in places leave in bracketed
reference. It is expected that online voting
techniques would
largely eliminate the need for proxies. Online
voting techniques
have implications for the quorum rules, as well.
[17] A concern about voter apathy in online elections was
mentioned on one of the lists -- this section addresses
that
concern. In an online vote it is assumed that
all members
receive notice, and that it is no more difficult
to vote than it
is to send in a proxy.
[18] These are envisioned to be similar to the rules on ORSC list.
[19] Noted from the ICC comments
##
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