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Run idnits with the --verbose option for more detailed information about the items above. -------------------------------------------------------------------------------- 1 Network Working Group Scott Bradner 2 Internet-Draft Editor 3 Harvard University 4 February 1999 6 Bylaws for a Protocol Support Organization 8 DRAFT DRAFT DRAFT 10 12 1. Status of this Memo 13 This document is an Internet-Draft and is in full conformance with 14 all provisions of Section 10 of RFC2026. 16 Internet-Drafts are working documents of the Internet Engineering 17 Task Force (IETF), its areas, and its working groups. Note that 18 other groups may also distribute working documents as Internet- 19 Drafts. 21 Internet-Drafts are draft documents valid for a maximum of six months 22 and may be updated, replaced, or obsoleted by other documents at any 23 time. It is inappropriate to use Internet- Drafts as reference 24 material or to cite them other than as "work in progress." 26 The list of current Internet-Drafts can be accessed at 27 http://www.ietf.org/ietf/1id-abstracts.txt 29 The list of Internet-Draft Shadow Directories can be accessed at 30 http://www.ietf.org/shadow.html. 32 Discussion and suggestions for improvement are requested. This 33 document will expire before July, 1999. Distribution of this draft is 34 unlimited. 36 2. Abstract 37 The "new IANA corporation" (referred to below as "the Internet 38 Corporation for Assigned Names and Numbers" (ICANN)) assumes the 39 existence of a "Protocol Supporting Organization" (PSO). This 40 document is a draft set of bylaws for such an organization. 42 2.1 Changes since last version. 43 This version has a number of changes that are the result of 44 discussion on the poission mailing list. In particular, the classes 45 of membership and the powers of the classes has been revised. A 46 number of ideas have been introduced in this draft to spur discussion 47 in advance of the sessions during the March IETF meeting where the 48 PSO will be discussed. Note that this version has not had legal 49 review, parts may need to be revised when the review is done. 51 3. Preamble 53 The "new IANA corporation" (referred to below as "the Internet 54 Corporation for Assigned Names and Numbers" (ICANN)) assumes the 55 existence of a "Protocol Supporting Organization" (PSO) which has 56 four essential functions: 58 - providing funding (possibly nominal) 59 - appointing three ICANN Board Members 60 - creating a Protocol Council to advise ICANN 61 - propose policies and procedures to ICANN to be used to resolve 62 disputes between standards organizations in specific 63 circumstances. 65 As written, the ICANN by laws make it difficult for the IETF to 66 function itself as the PSO, mainly because the PSO owes some duties 67 to ICANN which are at variance with IETF autonomy and could make 68 additional demands in the future if the board of ICANN decided to, 69 and also because the PSO as described is open to more than one 70 standards body if appropriate. 72 This proposal assumes that the ICANN support organizations are 73 designed to bring the voice of the "practitioners of the art" in each 74 of the areas of discipline into the ICANN process. It also assumes 75 that the at-large members of the ICANN board represent the interests 76 of the general Internet community. Thus, this proposal does not make 77 provisions for a general membership in the PSO. 79 The proposal also assumes that ICANN is concerned with policies and 80 procedures for use in the Internet with a focus on inter- 81 organizational activities such as IP addresses and domain names. Thus 82 this proposal requires that the primary members of the PSO have 83 significant activities in the development of inter-organizational 84 standards for the Internet and significant market acceptance of their 85 standards. 87 Subject to approval by the IETF using its normal process, the IAB in 88 agreement with the IESG and assisted by the ISOC, proposes to create 89 a lightweight PSO to fulfil the above three functions. The intent is 90 to create a PSO such that the IETF can continue in practical terms to 91 both use the services of the IANA and influence its policies, without 92 excluding any other open standards body from the process. 94 The much of the text in this draft is borrowed legal text and may 95 need extensive change according to the jurisdiction chosen for the 96 PSO. This version of the draft bylaws have been drawn up with the 97 assumption that the location of incorporation would be the U.S. State 98 of Delaware but it is quite possible that the actual organization 99 would be formed in Europe or elsewhere outside the U.S. 101 4. Draft Bylaws 103 DRAFT BYLAWS FOR THE PROTOCOL SUPPORT ORGANIZATION FOR THE 104 INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS 106 A Not-for-Profit Membership Corporation 108 ARTICLE 1: PURPOSES 110 Section 1. Purposes of the Corporation. The purposes of the 111 Protocol Support Corporation Inc. (the "Corporation") are: 113 a) To select nominees for the board of the Internet Corporation 114 for Assigned Names and Numbers ("ICANN") in accordance with 115 the procedures described in these Bylaws. 117 c) To form a Protocol Council to advise ICANN on matters 118 referred to it by ICANN. 120 d) To provide financial support for ICANN as requested by 121 ICANN. 123 e) Develop policies and procedures to be recommended to ICANN 124 for use by organizations developing standards for the 125 Internet to resolve disputes that may arise between these 126 organizations over specific protocol assignments in those 127 cases where the dispute is one in which the activity of one 128 standards organization blocks the deployment of a technology 129 from a second standards organization. 131 Section 2. Limitations on the Corporation. The Corporation shall 132 not perform any function not directly related to its purposes 133 as stated above, shall strive to avoid unnecessary expenditure, 134 and in particular shall not: 136 a) Suggest, specify, regulate, oversee or otherwise interfere 137 with contracts memorandums of understanding for services 138 between ICANN and individual technical standards or 139 technical specifications development organizations, or any 140 other contracts or memorandums of understanding not with the 141 Corporation itself. 143 b) Develop technical standards, specifications or protocols. 145 c) Operate any Internet infrastructure facility such as an IP 146 address or domain name registry. 148 d) Develop policies or procedures which would interfere with 149 the operation of organizations developing standards or 150 specifications for the Internet other than for the specific 151 case mentioned in Article 1 Section 1 e. 153 ARTICLE 2: MEMBERSHIP 155 Section 1. Classes of Membership. The Corporation shall have two 156 classes of membership: 158 a) Class 1: Open, international, voluntary technical standard 159 and technical specification development organizations which: 161 1) Develop standards and/or specifications for inter- 162 organizational use over the Internet. 164 2) Can demonstrate active membership in the IP-related 165 standards and/or specification development process of 166 more than 1000 individuals, if individual memberships are 167 used by the organization, or 100 companies, if corporate 168 memberships are used by the organization. 170 3) Can demonstrate that there is significant deployment of 171 its standards on the Internet. 173 4) Makes its resulting standards and/or specifications 174 individually available for free or for a small processing 175 fee via the Internet. 177 International voluntary standards bodies are defined as 178 private sector international organizations that plan, 179 develop, establish, or coordinate voluntary standards. 181 An organization shall be considered open and international 182 if its standards or specifications development process is 183 open to any person of any nationality on equitable terms. 184 It shall be considered voluntary if it makes no claim to 185 compel use of its standards and specifications. 187 b) Class 2: Other technical standards and technical 188 specification development organizations. 190 e) The Board of Directors may create additional classes of 191 Members by a two-thirds (2/3) vote of the Board of 192 Directors. 194 Section 2. Continuance of Membership. The rights, powers and 195 privileges of membership in the Corporation: 197 a) shall immediately terminate with respect to a Member upon 198 resignation of the Member from the Corporation 200 b) shall immediately terminate with respect to a Member of if 201 the Member does not pay the required Membership Fees within 202 the time determined by the Board of Directors; 204 c) may not be sold, pledged, encumbered, assigned or otherwise 205 transferred by any Member in any manner whatsoever; 207 d) shall immediately terminate with respect to a Member upon a 208 three-fourths vote by the Board of Directors entitled to 209 vote to expel such Member if the Board of Directors 210 determines, in its sole judgment, that such Member is not 211 acting in the best interests of the Corporation. 213 The Board of Directors shall set forth in writing the reason(s) 214 for any decision to terminate a Member pursuant to this 215 section. Any Member proposed to be terminated shall be 216 entitled to written notice, specifying the grounds for such 217 proposed termination, given at least thirty days prior to the 218 meeting at which such termination is to be voted upon, and 219 shall be entitled to appear before and be heard at such 220 meeting. 222 Section 3. Eligibility for Membership. Except as otherwise 223 specifically provided in these By-laws, all questions of good 224 standing, eligibility for membership, and rights, privileges 225 and responsibilities of Members shall be as set forth in the 226 Certificate of Incorporation, these By-laws or as determined by 227 the Board of Directors. 229 Section 4. Affiliated Entities. For purposes of these By-laws, a 230 Member shall be deemed to include any corporation, other 231 business entity, governmental agency, not-for-profit 232 Corporation or academic institution controlling, controlled by 233 or under common control with such Member, where "control" shall 234 mean the possession, direct or indirect, of the power to direct 235 or cause the direction of the management and policies of an 236 entity, whether through the ownership of voting securities, by 237 contract, or otherwise. No corporation, other business entity, 238 governmental agency, not-for-profit Corporation or academic 239 institution which controls, is controlled by or is under common 240 control with a Member may become a Member of the Corporation. 242 Section 5. Rights of Members. Class 1 Members shall have the 243 power to elect members of the Board of the Corporation and, 244 under the provisions in Article 8, Section 2, nominate 245 candidates for the Protocol Council. Class 2 Members shall 246 have the right to nominate by petition candidates for the 247 Protocol Council as described in Article 8, Section 2. Both 248 classes of members have the right to vote on the candidates for 249 the Protocol Council. The other qualifications, rights, 250 privileges and responsibilities of each such class of member 251 are set forth in this Article 2 and elsewhere in these By-laws 252 and shall be subject to such other terms and conditions as the 253 Board of Directors may from time to time prescribe. 255 Section 6. Membership Fees. All members will pay annual 256 membership fees as determined by the Board from time to time. 257 Fees for each class of membership shall be set annually by the 258 Board at the lowest level consistent with the goals of fully 259 recovering the expected costs of the operation of the 260 Corporation for the coming year and establishing or maintaining 261 reasonable reserves for future expenses and contingencies 262 reasonably related to the legitimate activities of the 263 Corporation for the following year, including support for ICANN 264 if required. The fees for each membership classes should not 265 exceed an amount commensurate with the ability of the average 266 member of the specific class to pay, as determined in the 267 judgment of the Board. 269 Section 7. Representation for Class 1 and 2 members. Class 1 and 270 2 members of the Corporation each select an individual by a 271 process of their own choosing to represent that member where 272 required to fulfill the process defined in these bylaws. The 273 member shall notify the Corporation when an individual 274 representative is identified or replaced. 276 ARTICLE 3: MEETINGS OF MEMBERS 278 Section 1. Annual Meeting. All members of the corporation shall 279 meet in an annual meeting at least once each year at such 280 place(s) within or without the state of Delaware and at such 281 time(s) as the Board of Directors shall designate. At the 282 annual meeting, Directors of the Corporation shall be elected 283 pursuant to Article 5, Section 2. The members shall also 284 consider any other proper business at the annual meeting. 286 Section 2. Special Meetings. Special meetings of the voting 287 members of the Corporation shall be called by the President or 288 the Board of Directors and shall be held at such place(s) 289 within or without the State of Delaware as may be determined by 290 the President. 292 Section 3. Notice of Meetings. Except as otherwise provided by 293 law, written notice of each meeting of members shall be given 294 not less than 10 nor more than 60 days before the date of the 295 meeting to each member entitled to vote at such meeting. The 296 notices of all meetings shall state the place, date and hour of 297 the meeting. The notice of a special meeting shall state, in 298 addition, the purpose or purposes for which the meeting is 299 called. If mailed, notice is given when deposited in the 300 United States mail, postage prepaid, directed to the member at 301 his address as it appears on the records of the corporation. 303 Section 4. Quorum. Except as otherwise provided by law, the 304 Certificate of Incorporation or these By-laws, a majority of 305 the members entitled to vote, present in person (including on a 306 telephone connection), shall constitute a quorum for the 307 transaction of business. 309 Section 5. Adjournments. Any meeting of members may be adjourned 310 to any other time and to any other place at which a meeting of 311 members may be held under these By-laws by the members present 312 or represented at the meeting and entitled to vote, although 313 less than a quorum, or, if no member is present, by any officer 314 entitled to preside at or to act as Secretary of such meeting. 315 It shall not be necessary to notify any member of any 316 adjournment of less than 30 days if the time and place of the 317 adjourned meeting are announced at the meeting at which 318 adjournment is taken. At the adjourned meeting, the 319 corporation may transact any business which might have been 320 transacted at the original meeting. 322 Section 6. Action at Meeting. When a quorum is present at any 323 meeting, the majority of the voting members present and 324 entitled to vote on a matter shall decide any matter to be 325 voted upon by the members at such meeting, except when a 326 different vote is required by express provision of law, the 327 Certificate of Incorporation or these By-laws. 329 ARTICLE 4:PUBLIC INFORMATION 330 The Corporation shall publish, at least annually, a report 331 describing its activities and including financial statements. All 332 minutes of meetings of the Board and any Committees of the Board 333 shall be made publicly available following approval on its Web 334 Site and otherwise; provided, however, that minutes relating to 335 personnel or employment matters, legal matters (to the extent the 336 Board determines is necessary or appropriate to protect the 337 interests of the Corporation), matters that the Corporation is 338 prohibited by law or contract from disclosing publicly and other 339 matters that the Board determines are not appropriate for public 340 distribution shall not be disclosed. The board shall also publish 341 annually any payments made to any board member or member of the 342 Protocol Council. 344 Meetings of the Board of the Corporation shall be open to the 345 membership of the Corporation. 347 ARTICLE 5: BOARD OF DIRECTORS 349 Section 1. General Powers 351 a) Except as otherwise provided in these Bylaws the powers of 352 the Corporation will be exercised, its property controlled 353 and its business and affairs conducted by or under the 354 direction of the Board of Directors. Unless otherwise 355 provided herein or by law, the Board may act by a majority 356 vote of Directors present at any meeting, subject to the 357 quorum requirements in Section 10 of this Article 5. Any 358 references herein to a vote of the Board shall consider only 359 those members present at the meeting unless otherwise 360 provided herein by reference to "all of the members of the 361 Board." 363 Section 2. Number and Election of Directors 365 a) The authorized number of Directors of the Corporation shall 366 not be less than three (3), and not more than twelve (12), 367 except for the implications of section 5 of this Article. 369 b) Each Class 1 Member shall have the right to elect up to 370 three (3) Directors; provided that if there are five (5) or 371 more Class 1 Members, each Class 1 Member shall have the 372 right to elect only two (2) Directors, and if there are six 373 (6) or more Class 1 Members, each Class 1 Member shall have 374 the right to elect only one (1) Director. 376 c) Directors shall be elected at each annual meeting of the 377 members, to hold office until the end of their terms, 378 pursuant to the procedures described in this Section. If an 379 annual meeting is not held or the Directors are not elected 380 at the annual meeting, they may be elected at any special 381 meeting of the Board held for that purpose. Each Director, 382 including a Director elected to fill a vacancy or elected at 383 a special meeting, shall hold office until expiration of the 384 term for which elected and until a successor has been 385 elected and qualified. 387 Section 3. Resignation. Any Director may resign at any time, 388 either by oral tender of resignation at any meeting of the 389 Board (followed by prompt written notice to the Secretary of 390 the Corporation) or by giving written notice thereof to the 391 President or the Secretary of the Corporation. Such 392 resignation shall take effect at the time specified, and, 393 unless otherwise specified, the acceptance of such resignation 394 shall not be necessary to make it effective. 396 Section 4. Removal of a Director. Any Director may be removed 397 following notice and a two-thirds (2/3) majority vote of all 398 members of the Board; provided, however, that the Director who 399 is the subject of the removal action shall not be entitled to 400 vote on such an action. Each Class 1 Member shall have the 401 right to remove and replace the Directors elected by it at any 402 time and for any reason or no reason, with or without cause and 403 with or without a meeting. 405 Section 5. Vacancies. A vacancy or vacancies in the Board of 406 Directors shall be deemed to exist in the case of the death, 407 resignation or removal of any Director, or if the authorized 408 number of Directors is increased. Any vacancy occurring on the 409 Board of Directors shall be filled by the Class 1 Member who 410 elected the departed Director. A Director elected to fill a 411 vacancy on the Board shall serve for the unexpired term of his 412 or her predecessor in office and until a successor has been 413 selected and qualified. No reduction of the authorized number 414 of Directors shall have the effect of removing a Director prior 415 to the expiration of the Director's term of office. 417 Section 6. Annual Meeting of the Board of Directors. Annual 418 meetings of the Board will be held for the purpose of electing 419 Directors, Officers and for the transaction of such other 420 business as may come before the meeting. The first annual 421 meeting will be held during July 1999 or on such other date as 422 may be set by the Board. Each annual meeting will be held at a 423 date and location chosen to avoid additional travel and expense 424 for Board members. At the discretion of the Board, members may 425 be permitted to observe the annual meeting of the Board. 427 Section 7. Regular Meetings. Regular meetings of the Board of 428 Directors may be held without notice at such time and place, 429 either within or without the State of Delaware, as shall be 430 determined from time to time by the Board of Directors, 431 provided that any director who is absent when such a 432 determination is made shall be given notice of the 433 determination. A regular meeting of the Board of Directors may 434 be held without notice immediately after and at the same place 435 as the annual meeting of members. 437 Section 8. Special Meetings. Special meetings of the Board may be 438 called by or at the request of one-third (1/3) of the members 439 of the Board or by the Chairperson of the Board. A call for a 440 special meeting will be made in writing by a Secretary of the 441 Corporation. 443 Section 9. Notice of Meetings. Notice of time and place of all 444 meetings will be delivered personally or by telephone or by 445 electronic mail to each Director, or sent by first-class mail 446 (air mail for addresses outside the United States) or 447 facsimile, charges prepaid, addressed to each Director at the 448 Director's address as it is shown in the records of the 449 Corporation. In case the notice is mailed, it will be 450 deposited in the United States mail at least five (5) business 451 days before the time of the holding of the meeting, and the 452 Secretary of the Corporation shall cause each Director to be 453 notified by telephone or electronic mail within two (2) 454 business days after the notice is mailed. In case the notice 455 is delivered personally or by telephone or facsimile or 456 electronic mail it will be delivered personally or by telephone 457 or facsimile or electronic mail at least two (2) business days 458 before the time of the holding of the meeting. 460 Notwithstanding anything in this Section 9 to the contrary, 461 notice of a meeting need not be given to any Director who 462 signed a waiver of notice or a written consent to holding the 463 meeting or an approval of the minutes thereof, whether before 464 or after the meeting, or who attends the meeting without 465 protesting, prior thereto or at its commencement, the lack of 466 notice to such Director. All such waivers, consents and 467 approvals shall be filed with the corporate records or made a 468 part of the minutes of the meetings. 470 Section 10. Quorum. At all annual and special meetings of the 471 Board, a majority of the total number of Directors then in 472 office shall constitute quorum for the transaction of business, 473 and the act of a majority of the Directors present at any 474 meeting at which there is a quorum shall be the act of the 475 Board, unless otherwise provided herein or by law. If a quorum 476 shall not be present at any meeting of the Board, the Directors 477 present thereat may adjourn the meeting from time to time to 478 another place, time or date. If the meeting is adjourned for 479 more than twenty-four (24) hours, notice shall be given to 480 those Directors not at the meeting at the time of the 481 adjournment. 483 Section 11. Action by Telephone Meeting. Members of the Board or 484 any Committee of the Board may participate in a meeting of the 485 Board or Committee of the Board through use of conference 486 telephone or similar communications equipment, provided that 487 all Directors participating in such a meeting can speak to and 488 hear one another. Participation in a meeting pursuant to this 489 Section constitutes presence in person at such meeting. The 490 Corporation shall be required to make available at the place of 491 any meeting of the Board the telecommunications equipment 492 necessary to permit members of the Board to participate by 493 telephone. 495 Section 12. Action Without Meeting. Any action required or 496 permitted to be taken by the Board or a Committee of the Board 497 may be taken without a meeting if all of the directors entitled 498 to vote thereat shall individually or collectively consent in 499 writing to such action. Such written consent shall have the 500 same force and effect as the unanimous vote of such Directors. 501 Such written consent or consents shall be filed with the 502 minutes of the proceedings of the Board. 504 Section 13. Electronic Mail. Except as otherwise required by law, 505 communication by electronic mail shall be considered equivalent 506 to any communication otherwise required to be in writing. The 507 Corporation shall take such steps as it deems appropriate under 508 the circumstances to assure itself that communications by 509 electronic mail are authentic. 511 Section 14. Compensation. The Directors shall receive no 512 compensation from the Corporation for their services as 513 Directors, nor will the Corporation normally reimburse expenses 514 of Directors. The Board may, however, in exceptional 515 circumstances authorize the reimbursement of actual and 516 necessary reasonable expenses incurred by Directors performing 517 duties as Directors if and only if they have no other source of 518 such reimbursement. 520 Section 15. Presumption of Assent. A Director present at a Board 521 meeting at which action on any matter is taken shall be 522 presumed to have assented to the action taken unless his or her 523 dissent or abstention is entered in the minutes of the meeting, 524 or unless such Director files a written dissent or abstention 525 to such action with the person acting as the Secretary of the 526 meeting before the adjournment thereof, or forwards such 527 dissent or abstention to the Secretary of the Corporation 528 immediately after the adjournment of the meeting. Such right 529 to dissent or abstain shall not apply to a Director who voted 530 in favor of such action. 532 Section 16. Rules of Procedure. The rules of procedure at 533 meetings of the Board and committees of the Board shall be 534 rules contained in "Roberts' Rules of Order on Parliamentary 535 Procedure," newly revised, so far as applicable and when not 536 inconsistent with law or these Bylaws, the Certificate of 537 Incorporation or any resolution of the Board. 539 ARTICLE 6: OFFICERS 541 Section 1. Enumeration. The officers of the Corporation will 542 consist of a President, a Treasurer and a Secretary and such 543 other officers with such other titles as the Board of Directors 544 shall determine, including one or more Vice Presidents, 545 Assistant Treasurers and Assistant Secretaries. Any person 546 may hold more than one office. 548 Section 2. Election of Officers. The officers of the Corporation 549 will be elected by the Board. Each such officer shall hold his 550 or her office until he or she resigns, is removed, is otherwise 551 disqualified to serve, or his or her successor is elected. 553 Section 3. Removal of Officers. Any Officer may be removed, 554 either with or without cause, by the Board. Should any vacancy 555 occur in any office as a result of death, resignation, removal, 556 disqualification or any other cause, the Board may delegate the 557 powers and duties of such office to any Officer or to any 558 Director until such time as a successor for the office has been 559 elected. 561 Section 4. President. The President will report to the Board and 562 be in charge of the day to day activities and business of the 563 Corporation. All other officers and any staff shall report to 564 the President or his or her delegate. The President shall 565 report regularly to the Board on the current state of the 566 Corporation and plans for the future. 568 Section 5. Secretary. The Secretary shall keep or cause to be 569 kept the minutes of the Board in one or more books provided for 570 that purpose, will see that all notices are duly given in 571 accordance with the provisions of these Bylaws or as required 572 by law, and in general perform all duties as from time to time 573 may be prescribed by the Board. 575 Section 6. Treasurer. The Treasurer shall be the chief financial 576 officer of the Corporation. The Treasurer shall have charge 577 and custody of all the funds of the Corporation and shall keep 578 or cause to be kept, in books belonging to the Corporation, 579 full and accurate amounts of all receipts and disbursements, 580 and shall deposit all money and other valuable effects in the 581 name of the Corporation in such depositories as may be 582 designated for that purpose by the Board. The Treasurer shall 583 disburse the funds of the Corporation as may be ordered by the 584 Board and, whenever requested by them, shall deliver to the 585 Board an account of all his or her transactions as Treasurer 586 and of the financial condition of the Corporation. The 587 Treasurer shall be responsible for the Corporation's financial 588 planning and forecasting and shall assist the Chair in the 589 preparation of the Corporation's annual budget. The Treasurer 590 shall coordinate and oversee the Corporation's funding, 591 including any audits or other reviews of the Corporation. The 592 Treasurer shall be responsible for all other matters relating 593 to the financial operation of the Corporation. 595 Section 7. Chairman of the Board. The Board of Directors shall 596 appoint a Chairman of the Board, who shall be elected by the 597 Board of Directors at its first meeting following the annual 598 meeting of members, or at such other time as the Board of 599 Directors may approve. The Chairman of the Board shall perform 600 such duties and possess such powers as are assigned to him by 601 the Board of Directors. 603 Section 8. Compensation and Expenses. The Officers shall receive 604 no compensation from the Corporation for their services as 605 Officers. The Corporation will strive to avoid expenditure and 606 will not normally reimburse expenses. The Board may, however, 607 in exceptional circumstances authorize the reimbursement of 608 actual and necessary reasonable expenses incurred by Officers 609 performing duties as Officers if and only if they have no other 610 reasonable source of such reimbursement. 612 ARTICLE 7: DESIGNATION OF ICANN DIRECTORS 614 Section 1. From time to time the Corporation may be notified by 615 ICANN that the Corporation is entitled to elect or appoint one 616 or more persons to the ICANN board of directors. Following 617 receipt of such notice, the Corporation will notify each Class 618 1 Member of the number of such positions. Each Class 1 Member 619 will have the right, no later than thirty (30) days following 620 such notice, to nominate one or more persons for each such 621 position using procedures of its own choosing. 623 Section 2. Additional nominees may be added by a petition signed 624 by at least 10% of the total membership of the Corporation. 626 Section 3. The final list of nominees comprises the list of 627 individuals developed using the procedures in Sections 1 and 2 628 of this Article who have agreed to serve if elected to the 629 ICANN board and who have agreed to abide by the terms of ICANN 630 board membership as may be defined by ICANN. 632 Section 4. The list of nominees will be posted on the 633 Corporation's Web Site for public comment for a period of not 634 less than 30 days. A mailing address shall be maintained to 635 receive any comments. This mailing list is private and may 636 only be viewed by the Board and the representatives members of 637 the Corporation. The persons who shall be designated as 638 directors of ICANN shall be selected by vote of the membership 639 of the Corporation. 641 Section 5. The Board will have the right, at any time, to replace 642 the Corporation's appointees to the ICANN board by a vote of at 643 least 2/3rds of all of the members of the Board; and such 644 persons shall, if and when replaced, be required to resign from 645 the ICANN board. Such persons shall represent the interests of 646 the Corporation in their dealings with ICANN. 648 ARTICLE 8: PROTOCOL COUNCIL 650 Section 1. Purpose. The Corporation shall have a Protocol Council 651 whose function shall be to advise ICANN on matters referred to 652 it by ICANN and to develop the policies and procedures 653 mentioned in Article I section 1e. The Protocol Council shall 654 not be deemed to constitute a committee of the Board. 656 Section 2. Size. The Protocol Council shall consist of eighteen 657 (18) individuals. 659 Section 2. Selection. Each Class 1 member shall nominate two (2) 660 candidates for each open position on the Protocol Council by a 661 procedure of its own choosing and shall notify the Board of 662 such appointments as and when they are made. Candidates for 663 the Protocol Council may also be nominated by petition signed 664 by at least 10% of the members of the PSO. Individuals shall be 665 selected by secret ballot by the members of the PSO, using a 666 method defined by the Board, from the list of nominees. 668 The Corporation shall communicate the resulting membership of 669 the Protocol Council to ICANN as and when it changes. The 670 Protocol Council shall elect its own chairperson and adopt its 671 own procedures. 673 Section 3. Terms. The term of each member of the Protocol Council 674 shall be three (3) years except for the initial members whose 675 terms shall be six (6) members at each of one (1), two (2) and 676 three (3) years. In the cases where there are terms of varying 677 lengths open, the length of each term is determined by the 678 number of votes received with the longer terms being assigned 679 to the individuals with the greater number of votes. A coin 680 toss shall be used to determine the longer term in the case of 681 tie votes. 683 Section 4. Duties. From time to time ICANN may ask the 684 Corporation's Protocol Council to review and comment on 685 proposals before the ICANN Board. In these cases, the Protocol 686 Council shall solicit input from all members of the Corporation 687 and take into account their responses in forming the Protocol 688 Council's response to ICANN. 690 Section 5. Compensation. The members of the Protocol Council 691 shall receive no compensation from the Corporation for their 692 services as members of the Protocol Council, nor will the 693 Corporation reimburse expenses of members of the Protocol 694 Council. 696 ARTICLE 9: LIABILITY AND INDEMNIFICATION 698 Section 1. Except to the extent that Section 102(b)(7) of the 699 General Corporation Law of the State of Delaware prohibits the 700 elimination or limitation of liability of directors for 701 breaches of fiduciary duty, no director of the Corporation 702 shall be personally liable to the Corporation or its members 703 for monetary damages for any breach of fiduciary duty as a 704 director, notwithstanding any provision of law imposing such 705 liability. No amendment to or repeal of this provision shall 706 apply to or have any effect on the liability or alleged 707 liability of any director of the Corporation for or with 708 respect to any acts or omissions of such director occurring 709 prior to such amendment. 711 Section 2. The Corporation shall, to the fullest extent permitted 712 by Section 145 of the General Corporation Law of Delaware, as 713 amended from time to time, indemnify each person who was or is 714 a party or is threatened to be made a party to any threatened, 715 pending or completed action, suit or proceeding, whether civil, 716 criminal, administrative or investigative, by reason of the 717 fact that he is or was, or has agreed to become, a director or 718 officer of the Corporation, or is or was serving, or has agreed 719 to serve, at the request of the Corporation, as a director, 720 officer or trustee of, or in a similar capacity with, another 721 corporation, partnership, joint venture, trust or other 722 enterprise, or by reason of any action alleged to have been 723 taken or omitted in such capacity, against all expenses 724 (including attorneys' fees), judgments, fines and amounts paid 725 in settlement actually and reasonably incurred by him or on his 726 behalf in connection with such action, suit or proceeding and 727 any appeal therefrom. 729 Indemnification may include payment by the Corporation of 730 expenses in defending an action or proceeding in advance of the 731 final disposition of such action or proceeding upon receipt of 732 an undertaking by the person indemnified to repay such payment 733 if it is ultimately determined that such person is not entitled 734 to indemnification under this Article. 736 The Corporation shall not indemnify any such person seeking 737 indemnification in connection with a proceeding (or part 738 thereof) initiated by such person unless the initiation thereof 739 was approved by the Board of Directors of the Corporation. 741 The indemnification rights provided in this Article (i) shall 742 not be deemed exclusive of any other rights to which those 743 indemnified may be entitled under any law, agreement or vote of 744 members or disinterested directors or otherwise, and (ii) shall 745 inure to the benefit of the heirs, executors and administrators 746 of such persons. The Corporation may, to the extent authorized 747 from time to time by its Board of Directors, grant 748 indemnification rights to other employees or agents of the 749 Corporation or other persons serving the Corporation and such 750 rights may be equivalent to, or greater or less than, those set 751 forth in this Article. 753 Section 3. The Board may adopt a resolution authorizing the 754 purchase and maintenance of insurance on behalf of any agent of 755 the Corporation against any liability asserted against or 756 incurred by the agent in such capacity or arising out of the 757 agent's status as such, whether or not this Corporation would 758 have the power to indemnify the agent against that liability 759 under the provisions of this Article. 761 ARTICLE 10: GENERAL PROVISIONS 763 Section 1. Contracts. The Board may authorize any Officer or 764 Officers, agent or agents, to enter into any contract or 765 execute or deliver any instrument in the name of and on behalf 766 of the Corporation, and such authority may be general or 767 confined to specific instances. In the absence of a contrary 768 Board authorization, contracts and instruments may only be 769 executed by the following Officers: President or the Treasurer. 770 Unless authorized or ratified by the Board, no other Officer, 771 agent or employee shall have any power or authority to bind the 772 Corporation or to render it liable for any debts or 773 obligations. 775 Section 2. Deposits. All funds of the Corporation not otherwise 776 employed will be deposited from time to time to the credit of 777 the Corporation in such banks, trust companies or other 778 depositories as the Board may select. 780 Section 3. Checks. All checks, drafts or other orders for the 781 payment of money, notes or other evidences of indebtedness 782 issued in the name of the Corporation will be signed by such 783 Officer or Officers, agent or agents, of the Corporation and in 784 such a manner as shall from time to time be determined by 785 resolution of the Board. 787 Section 4. Loans. No loans will be made by or to the Corporation 788 and no evidences of indebtedness will be issued in its name 789 unless authorized by a resolution of the Board. Such authority 790 may be general or confined to specific instances; provided, 791 however, that no loans will be made by the Corporation to its 792 Directors or Officers or to members of the Protocol Council. 794 Section 5. Accounting. The fiscal year end of the Corporation 795 shall be determined by the Board. Annually the Corporation 796 will engage the services of an independent auditor to prepare 797 al report on the activities of the Corporation. The report of 798 the auditor shall be made public upon its acceptance by the 799 Board. 801 ARTICLE 11: POLICY PROPOSALS 803 One of the responsibilities of the PSO is to propose the policies 804 and procedures mentioned in Article I Section 1e. The Protocol 805 Council is charged with proposing these policies and procedures. 806 The proposals must then be supported by a majority of the Board 807 before they are forwarded to ICANN for their consideration. 809 ARTICLE 12: NEW MEMBERS 811 Applications for Class 1 membership in the Corporation will be 812 reviewed by the Board to verify that the applicants meet the 813 requirements for Class 1 membership as defined in these bylaws by 814 the Board. An application is accepted if 1/2 of all members of 815 the Board agree that the applicant meets the qualifications. 816 Refused applications may be appealed to the ICANN Board which may 817 overturn the rejection if 2/3 of all of the members of the ICANN 818 board believe that the applicant meets the qualifications for 819 Class 1 membership as defined in these bylaws. 821 All applications for Class 2 membership shall be accepted as long 822 as the organization agrees to abide by the provisions of these 823 bylaws. 825 ARTICLE 13: AMENDMENTS 827 Except as otherwise provided in the Certificate of Incorporation, 828 these Bylaws may be altered, amended, or repealed and new Bylaws 829 adopted only upon action by two-thirds (2/3) majority vote of all 830 members of the Board with the support of at least 1/2 of all 831 members of the Corporation. 833 5. Acknowledgements 835 Much of the boilerplate for these bylaws was borrowed from the draft 836 bylaws for the Internet Corporation for Assigned Names and Numbers. 837 Brian Carpenter provided substantial comments and the preamble. Jorge 838 Contrera of Hale & Dorr provided a legal review of this document and 839 made a number of substantive suggestions. The definition of 840 voluntary standards bodies is taken from Report of the Federal 841 Internetworking Requirements Panel, 31 May 1994 [FIRP]. 843 6. Security Considerations 845 This type of non-protocol document does not directly effect the 846 security of the Internet. 848 8. References 849 [FIRP] Report of the Federal Internetworking Requirements Panel, 31 850 May 1994. ftp://osi.ncsl.nist.gov/pub/firp/firp-report.asc 852 7. Editor's Address 854 Scott Bradner 855 Harvard University 856 1350 Mass Ave, rm 876 857 Cambridge, MA 858 02138 859 USA 861 phone: +1 617 495 3864 862 sob@harvard.edu