As promised, further comments have been integrated into the following draft which is also our commentary on the merged dnso.org draft, as well as other drafts we have seen. The modifications to this draft and commentary is being solicited on the ORSC list. If you have comments, please send them either to the ORSC list (if you are subscribed) or to me directly. Please comment early and often :-). Now that power has been restored to netpolicy.com, I can actually receive my email. ---------- 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 cooperation and consensus-building 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 (consistent with Article IV, Section 2 of these by-laws). I. ARTICLE I NAME The name of this supporting organization shall be "The Domain Name Supporting Organization." It shall be established by resolution of the Board of Directors of ICANN and shall become a functioning part thereof. II. ARTICLE II OBJECTIVES The DNSO Objectives shall be: * To recommend policies for coordination of the root zone * To recommend policies to maintain coherrence of the DNS root zone * To encourage TLD disputants to resolve their differences * To recommend policies for operation of the root servers The goal of the DNSO is to fulfill these purposes using the following governing principles: * Fairness: The DNSO will strive to treat all parties fairly. * Diversity: The DNSO will foster and respect diversity of opinions. * Consensus: The DNSO will work towards rough consensus on all issues. * Stability: The DNSO will recommend policies that maintain stability in the DNS root zone. * Coherence: The DNSO will strive to recommend policies that maintain coherence across the entire DNS root zone * Openness: The DNSO will conduct all of its business in an open manner. * Security: The DNSO will recommend policies to foster security in the DNS root zone. I. MEMBERSHIP 1. Classes The Domain Name Supporting Organization (DNSO) shall consist of three classes, The first class shall be composed of any individual, firm, association, corporation or other entity who is the holder of a second level domain (SLD) in any top level domain (TLD) (or in a third or lower level domain insofar as higher levels are used soley to establish categories)(Hereinafter "Domain Name Holder"). The second class shall be composed of registries of any top level domain (TLD) (Hereinafter "Registries") The third class shall be composed of registrars with a contractual right directly to enter registratiions into a TLD registry. II. Method of Election Any Domain Name Holder, Reigstry or Registrar shall become a member of the DNSO upon submission of an informational membership form and payment of the membership dues. III. Methods for funding the DNSO The DNSO shall obtain funding from membership dues levied on its members. The total annual dues of Domain Name Holders shall be determined by the Names Council and approved by the ICANN Board but shall in no case be greater than $50.00 US per year. 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 until it has paid its dues in full. The annual dues of all members for each calendar year shall be due and payable before the second of February of that year. Notice to this effect shall be sent via electronic mail to the electronic mail address on record, to each member whose dues remain unpaid at the end of thirty days thereafter. Any member whose annual dues remain unpaid 30 days after February 2 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 April 2 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 in accordance with Section 2 of this Article. IV. 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. V. NAMES COUNCIL The Names Council shall facilitate cooperation and consensus on policies regarding TLDs and related subjects, and, in accordance with Article VI, Section 3(a)(ii) of the Corporation's Bylaws, the Names Council shall make recommendations on such subjects to the Board of ICANN. The Names Council shall seek input and review of any proposed recommendations and Board nominations from all Members. The DNSO, the Names Council and the Membership (all classes) will establish on-line methods of meeting, cooperating, and gauging and effecting consensus and conducting ballots. However, until some confidence is gained in these on-line methods, the Names Council may choose to utilize more traditional methods of voting. The processes of the Names Council shall be governed by open and transparent non-discriminatory processes. A general mechanism for review of conflicts and grievances will be developed, and the Names Council shall appoint a Fair Hearing Panel which will, among other responsibilities, hear appeals pursuant to Article 6. of this application. 1. Initial Names Council The initial Names Council shall consist of five members, elected by the Membership. The members of the initial Names Council shall elect a Chairperson from among their ranks. Members of the initial Names Council shall serve a one-year term or until the first Annual Meeting of the DNSO, whichever occurs first, unless such term is extended for an additional period. Members of the initial Names Council shall not be eligible for additional service on the Names Council at the end of the member's term on the initial Names Council. In no case shall any extension go beyond the second annual meeting of the DNSO. a. Powers and Responsibilities The powers and responsibilities of the initial Names Council shall be limited to establishing the DNSO and ratifying its By-laws, making it financially solvent, effecting arrangements for a secretariat provided by ICANN with funds raised from DNSO dues, facilitating membership elections of three members to the initial Board of ICANN, and responding to requests for advice and comment from the Board of ICANN. i. Term limitations Members of the Initial Names Council of the DNSO shall not be qualified to serve as a DNSO representative for the initial ICANN Board for a period including their time on the Initial Names Council and for one year thereafter. ii. Compensation Members of the Names Council may receive compensation at levels approved by the ICANN Board. Members of the Names Council may be reimbursed by the DNSO for out of pocket expenses incurred in connection with their function if the expense is objectively necessary, and if the member seeking reimbursement can document the expense. Such compensation and reimbursements shall be brought up as an agenda item at the appropriate names council meeting, and documented along with the minutes of that meeting for review by the membership. iii. Eligibility and Powers of Council Members After the Initial Council [***Discussion points] The administration of the DNSO and its policy development processes shall be vested in the Names Council consisting of a Chairperson and ten (10) council members, each of whom shall have one vote. The Names Council shall be elected by the Membership, which may vote by proxy for slates of nominees as more fully set forth below. 2. Election Names Council members shall be elected only at an Annual meeting of the DNSO. At least 120 days prior to said Annual meeting, the Names Council shall set a 30 day period in which slates of eleven (11) DNSO members may be nominated for membership to the Names Council. Each slate shall consist of 11 members, no more than 2 of which shallcome from any one geographic region and no more than 5 of which may represent registries or registrars. [Additional diversity requirements, using additional categories, might be added here.] All nominations must be submitted to the Names Council with a statement clearly and concisely documenting the DNSO member's (a) involvement with respect to the objectives of the DNSO, and (b) legitimate interests in these objectives. Nominations not submitted in a timely manner, for Names Council membership, shall not be considered. Upon the close of the nomination period, the Names Council shall notify all DNSO members of the qualifying slates of nominees. The slate receiving the majority of the votes therefor shall be elected. 3. Term The term of membership on the Names Council shall be two years. 4. Meetings The members of the Names Council shall be required to meet at least four (4) times per year. The Chairperson of the Names Council shall select the time and place of this meeting. The place of each 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 member of the Names Council. At least one yearly meeting must be physical, while the other three may be held by teleconference, providing that a quorum must be met. Teleconference Meetings must be announced at least 30 days in advance, while physical meetings must be announced at least 90 days in advance. All meetings shall be open to attendence by all members; provided, however, that the Name Council may limit opportunities of members to speak during portions of its meetings and may, upon good cause shown and with prior notice and explanation, meet in executive session. All meetings are "on the record" and minutes will be published within 15 days. 5. Vacancies 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. 6. Quorum A majority of the entire Names Council shall constitute a quorum for the purpose of any meetings of the Names Council. 7. Selection of DNSO Representatives 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 membership, without regard to membership classes. The Names Council shall ensure the fairness of any general election by the Membership of the three seats allocated to the DNSO. 8. Removal of DNSO Representatives Removal of DNSO Representatives for the ICANN Board If, in the opinion of the Names Council, a member of the ICANN Board elected by the DNSO is no longer capable of fulfilling his or her responsibilities, or is no longer operating in the best interest of the DNSO, the Names Council may, by 2/3 vote, call a Special Referendum of the Membership asking for removal of that Board member. If 2/3 of the Membership then votes for removal, the Board Member will then be removed. In the event of removal of one or more DNSO elected members of the ICANN Board, the Names Council will appoint one or more Members (who is/are not also currently serving on the Names Council), as a temporary measure. A 2/3 vote of the Names Council shall be necessary for such appointment. The Names Council will then immediately seek nominations from the Membership for a replacement to serve out the remainder of the removed Board member's term. No Board member who has been removed will be eligible for nomination. A Special Election of the Membership shall be held as soon as practicable from the nominees submitted to the Names Council. XVI. POLICY PROMULGATION [**Discussion Points] The Name Council shall initiate porceedings to develop consensus policy recommendations. Recommended policies cannot be enforced broadly or equitably unless registries that contract with ICANN will agree to be bound by these policies (and to pass such obligations down by contract to registrars and registrants where appropriate). To avoid wasted effort, the Name Council shall establish a pre-recommendation enforceability review process. That process would determine whether a substantial plurality (3/4ths) of those who would be required to implement a proposed policy (e.g., all registries, in most cases, and all registrars, in some cases) will contractually commit to do so. Recommendations that do not meet this criteria shall not be forwarded to ICANN. XVII. MEETINGS 1. Annual Meeting The Annual Meeting of the DNSO for the election of officers and Names Council and for the transaction of such other business as may come before the meeting shall be held at a time and place determined by the Names Council. XVIII. Special Meetings 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 Chairman upon the request in writing of not less than 15 percent of the DNSO Members, who shall specify in their request the business which they desire to be considered at the proposed meeting. XIX. Access to Information The DNSO shall publish, at least annually, a report describing its activities and including an audited financial statement and describing any payments made by the DNSO to Directors (other than reimbursements of expenses). Draft minutes of all DNSO meetings shall be published no later than 48 hours. The Names Council at its next regular meeting will formally approve minutes. All minutes, meetings, materials, and communications of the DNSO (and any committees thereof) shall be made publicly available immediately following approval by the Names Council. XX. Notice. The Names Council shall post on the a public World Wide Web Site: (a) Periodically a calendar of scheduled meetings for the upcoming year and (b) in advance of each DNSO meeting or policy-recommendation proceeding, a notice of the fact and time that such meeting or proceeding will be held and, to the extent known an agenda for the meeting. If reasonably practicable the Names Council shall post notices of special meetings of the DNSO and of the Names Council at least fourteen (14) days prior to the meetings. Prior to adoption of any policies that substantially affect the operation of the Internet or third parties, including all substantive information of any kind that is before any person or body within DNSO the Names Council will: (a) provide public notice on the Web Site explaining what policies are being considered for adoption and why; (b) 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 (c) After a reasonable comment period, decide whether to forward the proposed policies and all associated proceeding records as consensus proposals that have passed the pre-recommendation clearance process, and publishing the reasons for the action taken. As appropriate, the Names Council will facilitate the translation of final published documents into various appropriate languages. XXI. 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. XXII. Names Council Reconsideration. The Names Council shall adopt policies and procedures through which a party affected by an action of the DNSO (either directly or indirectly) can seek reconsideration of that action. These policies and procedures may include threshold standards or othe requirements to protect against frivolous or non-substantive use of the reconsideration process. The Names Council may, in its sole discretion, provide for an independent review process by a neutral third party. The Names Council shall establish Fair Hearing Panels to ensure openness, accountability, and transparency in its dealings with membership, potential membership and other members of the Internet community. Fair Hearing Panels shall be charged with collecting information from all interested parties, investigating where warranted, and presenting a report to the Names Council and to within a reasonable period of time. XXIII. Names Council - Voting on Record The Names Council shall record in its minutes the position and views of every Names Council member on every Names Council action. XXIV. Quorum A majority of the Domain Name members represented in person or by proxy shall constitute a quorum of the Domain Name class at all meetings, and the act of a majority of the Domain Name 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 or the by-laws, in which case the vote of such greater number shall be requisite to constitute the act thereof. One Third of the total of Registry members must vote to constitute a quorum of the Registry class. A quorum must be achieved in both the Domain Name class and the Registry class to constitute a valid quorum. XXV. Voting by the Membership Domain Name members may vote in person or by written proxy dated not more than 365 days before the meeting at which it is exercised. Except as otherwise limited therein, proxies shall entitle the member named therein to vote at any meeting or proceeding. A proxy purporting to be executed by a Domain Name member shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. Registry and registrar members may not vote by proxy in certain processes. As all policies recommended by the DNSO must be implemented by TLD Registries in order to be effective, potential policies must be voted on by both classes of membership. In the course of the pre-recommendation enforceability review process, registries (and registrars, if applicable) may not vote by proxy. XXVI. 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. XXVII. 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. XXVIII. 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 DNSO By-laws or procedures establsihed by the NC, in which case these DNSO By-laws or such applicable procedures shall govern. XXIX. REMOVAL, SUSPENSION AND EXPULSION 1. Removal of Name Council Members and Fair Hearing Panel Officers Any Name Council Member or Fiar Heraing Panel Officer may be removed from office by a vote of two-thirds of the membership for failure or refusal to perform the duties of the office properly, or for conduct bringing the DNSO into disrepute. [**Discussion Point] I. CONFLICT OF INTEREST Any by the Names Council in which a Names Council member is personally and directly interested, shall be valid, provided (i) the fact of such interest is previously disclosed or known to the Names Council, and (ii) the Names Council shall nevertheless authorize, approve and ratify such action at a meeting of the Names Council 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. II. INDEMNIFICATION The ICANN shall indemnify all Names Council members and those working as agents of the DNSO for acts within their respective authorities to the full extent permitted by the Not-For-Profit Corporation Law of the State of California. Dues raised by the DNSO shall provide funds for any necessary insurance to cover such indemnification obligations. III. AMENDMENTS These DNSO By-laws shall be adopted by the ICANN as part of its By-laws and/or board resolutions. Consequently, these DNSO By-Laws may only be amended by a 3/4 vote of both membership classes provided, that notice have been mailed 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. __________________________________________________ To receive the digest version instead, send a blank email to [EMAIL PROTECTED] To SUBSCRIBE forward this message to: [EMAIL PROTECTED] To UNSUBSCRIBE, forward this message to: [EMAIL PROTECTED] Problems/suggestions regarding this list? Email [EMAIL PROTECTED] ___END____________________________________________
