For those of you who may want a text version, the Association of Internet Professional's DNSO bylaw draft is below. The other companion documents are on the AIP's web site at http://dnso.association.org -- Bret =================================== 1.0 INTRODUCTION These Bylaws provide guidance for the operation and management of the Domain Names Supporting Organization (hereafter, "DNSO") in accordance with the DNSO Platform. Amendments to these Bylaws may be made by a two-third vote of the Names Council. 2.0 MEMBERSHIP 2.1 Two Classes of Membership. There shall be two classes of DNSO membership, one individual and one corporate. Individual membership shall be available to all persons who are members of Affilliate Organizations or who join the DNSO as an individual member as specified in Paragraph 2.3 below. Corporate membership shall be available to all corporations or international equivalents as provided in Paragraph 2.4 below. 2.2 Affiliate Organizations. Any incorporated organization of internet professionals with a legitimate interest in the activities of the DNSO (as determined by Article VI of the Bylaws of the Internet Corporation for Assigned Names and Numbers ("ICANN")) may become an Affiliate Organization by petitioning the Names Council or the Organizational Committee for recognition. Recognition as an Affiliate Organization shall be given to any paid membership incorporated organization that is willing to abide by the DNSO Platform, operate the DNSO under these bylaws, and share in the operational and financial responsibilities of the DNSO in the same proportion that its membership has to the DNSO as a whole. Each paid member of an Affiliate Organization shall have the full rights and obligations of DNSO membership. 2.3 Individual Membership. Any internet professional or other person with a legitimate interest in the activities of the DNSO (as determined by Article VI of the Bylaws of the Internet Corporation for Assigned Names and Numbers ("ICANN")) may join as a individual member by paying an individual membership fee to be set by the Names Council or the Organizational Committee. Membership shall be effective upon payment of the fee, and individual members shall have the full rights and obligations of DNSO membership. 2.4 Corporate Membership. Any corporation (or similar international equivalent) may become a Corporate Member of the DNSO by petitioning the Names Council or the Organizational Committee for recognition. Recognition as a Corporate Member shall be given to any corporation (or similar international equivalent) that is willing to abide by the DNSO Constitution, operate the DNSO under these bylaws, and pay the corporate membership fee set by the Names Council. Membership shall be effective upon payment of the fee. Corporate members shall be non-voting members of the DNSO and cannot run for election to any office as a corporation; notwithstanding the foregoing, individuals who are members of the DNSO shall not be precluded from voting or holding office because of the fact that they are employed or otherwise associated with a Corporate Member. 2.5 One Vote. Voting members are entitled to only one vote, even if they a member of multiple Affiliate Organizations. 2.6 Reduced Fees. Reduction or waiver of the applicable annual fee shall be made for non-profit corporations, student members, retired members, and such other special categories as may be provided by the Names Council or the Organizational Committee. Reduction of the applicable annual fee also shall be made for individual members and corporate members from emerging nations; the Names Council shall determine an appropriate reduction of the fee after considering the gross national product, average annual income, and other relevant economic data of the applicant's home country. 3.0 THE NAMES COUNCIL 3.1 Composition. The Names Council shall consist of 13 elected representatives plus At Large representatives as defined in 3.2 below. 3.2 At Large Representatives. Pursuant to its mission to ensure international and professionally diverse representation, the Names Council may appoint up to 6 DNSO members as representatives of, as appropriate, (i) unrepresented or underrepresented regions, and/or (ii) unrepresented business, professional or academic interests with a stake or interest in domain name system issues. Those appointed as At Large Representatives will serve 1 year terms as Names Council members with a vote on all matters that come before the Names Council. Any appointment as an At Large Representative to the Names Council shall be made by at least 9 elected members of the Names Council. 3.3 Conduct of Business. The Names Council shall meet regularly on a schedule determined by its members, but not less than 4 times per year. Unless otherwise provided, a majority vote of the members attending a Names Council meeting at which a quorum is present shall be sufficient for the conduct of its business. 3.4 Meeting Forums. At least once a year, the Names Council shall meet in person at a location agreed by its members. All other meetings of the Names Council may take place in person, by telephone, video, internet, any other efficient form of electronic conferencing, or by a combination of the aforementioned modes of communication. 3.5 Meeting Minutes. At each meeting, the members of the Names Council shall appoint a scribe to take notes and prepare minutes of the meeting. Subject to the provisions of Paragraph 3.7 below, the Names Council shall post minutes of its meeting to the DNSO web site within 2 business days after the meeting has concluded. 3.6 Open Meetings. Subject to the provisions of Paragraph 3.7 below, all meetings of the Names Council shall be open to all DNSO members. Members will be welcome to observe in-person meetings and, to the extent technically and financially practicable, listen to all other meetings. 3.7 Executive Sessions of Names Council. When necessary and appropriate to protect the confidentiality of any matter before it, the Names Council can elect to hold an Executive Session, which shall be closed to all persons other than Names Council representatives. By way of example and not by way of limitation, it may be appropriate for the Names Council to hold Executive Sessions to discuss private personnel matters. 3.8 Names Council Meeting Attendance Requirement. In order to ensure a continuously active Names Council, elected members and At Large members who miss either (a) two consecutive Names Council meetings or (b) more than 25% of the meetings in any single year, shall be dropped from the Names Council in the absence of extenuating circumstances. 3.9 Conduct of Names Council Meetings. Robert's Rules of Order (Revised) shall govern the conduct of Names Council meetings on all matters not otherwise specified in these Bylaws or the Constitution. 4.0 NOMINATION AND ELECTION OF ICANN BOARD MEMBERS 4.1 Elections Committee. The Names Council shall appoint an Elections Committee each year, which shall consist of a Chair and four or more members of the DNSO, not more than half of whom may be sitting members of the Names Council. The Elections Committee shall oversee the election of the DNSO's representatives on the ICANN Board of Directors and provide such other assistance as requested by the President. 4.2 Call for Nominations. The Elections Committee Chair shall call for nominations for the ICANN Director positions from the DNSO membership in an e-mail to all members and in an announcement posted on the DNSO web site. The announcement will include procedures for nominations by petition (as set forth in 4.4 below) and will be made at least 30 days prior to the mailing or distribution of ballots. 4.3 Eligibility. Any member of the DNSO in good standing, not otherwise disqualified, is eligible for election to the ICANN Board of Directors. 4.4 Nomination by Petition. A petition nominating a DNSO member meeting the eligibility requirements and supported by the identifiable signatures of at least 50 individual members or at least 3 corporate members of the DNSO shall automatically place that member's name on the slate of nominees, provided such petition is received by the Nominations Committee Chair within 30 days after the call for nominations. Such petitions must be submitted with the knowledge and agreement of the nominee. 4.5 Ballots and Voting. The Elections Committee Chair shall provide the names of the nominees, biographical overviews, and individual position statements for preparation, mailing, and tallying of ballots to all members of the DNSO. The Elections Committee shall use whatever means it deems appropriate and accurate to distribute, collect and tally ballots. 4.6 Election. The candidate(s) receiving the highest number of votes shall be elected to fill the DNSO slots on ICANN's Board of Directors. For the initial election, the person receiving the most votes shall be elected to fulfill the three-year term, the person receiving the next highest number of votes shall be elected to fulfill the two-year term, and the person receiving the third highest number of votes shall be elected to fulfill the one-year term. 4.7 Notification of Election Results. Immediately upon receiving the election results, the Elections Committee Chair shall notify all candidates, the DNSO's Officers, Names Council members, the membership of the DNSO, and the Chair of ICANN's Board of Directors. 5.0 NOMINATION AND ELECTION OF NAMES COUNCIL REPRESENTATIVES 5.1 Call for Nominations. The Elections Committee Chair shall call for nominations for the Names Council from the DNSO membership in an e-mail to all members and in an announcement posted on the DNSO web site. The announcement will include procedures for nominations by petition (as set forth in 4.4 below) and will be made at least 30 days prior to the mailing or distribution of ballots. 5.2 Eligibility. Any member of the DNSO in good standing, not otherwise disqualified, is eligible for election to the Names Council. 5.3 Nomination by Petition. A petition nominating a DNSO member meeting the eligibility requirements and supported by the identifiable signatures of at least 20 individual members of the DNSO or at least 2 corporate members of the DNSO shall automatically place that member's name on the slate of nominees, provided such petition is received by the Nominations Committee Chair within 30 days after the call for nominations. Such petitions must be submitted with the knowledge and agreement of the nominee. 5.4 Ballots and Voting. The Elections Committee Chair shall provide the names of the nominees, biographical overviews, and individual position statements for preparation, mailing, and tallying of ballots to all members of the DNSO. The Elections Committee shall use whatever means it deems appropriate and accurate to distribute, collect and tally ballots. 5.5 Election. The candidate(s) receiving the highest numbers of votes for open positions shall be elected to the Names Council. For the initial election, the persons receiving the seven (7) highest most vote totals shall be elected to fulfill two-year terms, and the persons receiving the next six (6) highest numbers of votes shall be elected to fulfill one-year terms. 5.6 Notification of Election Results. Immediately upon receiving the election results, the Elections Committee Chair shall notify all candidates, current Names Council members, and the membership of the DNSO. 5.7 Term of Office. Except for the initial election terms specified in Section 5.5, each Names Council member shall serve a term of two (2) years. 6.0 OFFICERS 6.1 Officers. The officers of the DNSO shall be President, Vice-President, Secretary, Treasurer, and Past President. 6.2 Term of Office. The terms of office for President and Vice-President shall be two years, commencing on January 1 after the year of election. The President and Vice President may not serve two consecutive terms in their respective offices. The term of the Past President shall be two years, commencing upon completion of the term as President. The terms of office for Secretary and Treasurer shall be one year, with reappointment allowed. Notwithstanding the foregoing, all officers shall continue to serve until their successors take office. 6.3 President. The President shall supervise the affairs of the DNSO and shall speak for the DNSO on all matters not specifically delegated to others. 6.4 Vice-President. The Vice-President shall fulfill the duties of the President in the absence or incapacity of the latter and from time to time shall fulfill such other functions as the President or the Names Council shall direct. 6.5 Secretary and Treasurer. The Secretary and Treasurer shall be responsible for keeping the records of the Names Council in the areas commonly ascribable to their functions. They shall prepare and distribute reports, notices, and/or such documents as may be required by the President and the Names Council. 6.6 Past President. Upon completion of his or her term in office, the President shall assume the office of Past President, and shall fulfill such responsibilities as the President or Names Council shall direct. 7.0 ELECTION OF OFFICERS 7.1 President and Vice-President. The Names Council shall elect one of its members as President and one of its members as Vice-President. To the extent practicable, the Names Council shall not elect a President and Vice-President who are from the same region of the world or who have the same business, professional or academic interests. 7.2 Secretary and Treasurer. The Names Council shall appoint a Secretary and Treasurer from willing and capable members of the DNSO. If the persons appointed to these positions are not themselves members of the Names Council, then they shall serve as Ex-Officio, non-voting members of the Names Council throughout their time in office. 7.3 Election. The election of President and Vice-President shall be held at the earliest Names Council meeting after a term has expired. 8.0 RESEARCH COMMITTEES 8.1 Reports and Recommendations. When requested by ICANN or upon its own initiative, the Names Council shall submit to ICANN a Report and Recommendation which shall contain the policy recommendations of the DNSO. 8.2 Research Process. Whenever practicable based on considerations of time and the complexity of the issues presented, Reports and Recommendations made by the DNSO to ICANN shall be made by the process set forth in this Section 8. 8.3 Research Committees. For each matter upon which the DNSO makes a recommendation to ICANN, there shall be a Research Committee which will consider the relevant issues, research the ramifications of particular actions or inaction, review the comments and criticisms received by interested individuals and experts, hold hearings on the issues before it, reach consensus on the correct resolution of the issue, and draft and revise any Report and Recommendation. 8.4 Composition of Research Committees. Each Research Committee shall be appointed by the Names Council and shall be composed of at least 9 persons, at least one of whom shall be a member of the Names Council. In selecting members of a Research Committee, the Names Council shall be guided by the need to ensure regional diversity and the desire for professional and business experience, technical expertise, and academic insight on the matters presented. Corporate Members may serve on Research Committees, and if requested to participate, shall designate one individual to serve on its behalf. 8.5 Expansion of Research Committee Membership. If, at any time, the members of any Research Committee feels that they need additional expertise or counsel on the issues before them, they may, in their discretion and by a majority vote of the committee's members, expand their membership by adding new committee members with the requisite experience or background. 8.6 Issue Statement. After its members are appointed, each Research Committee shall meet to discuss the issue(s) with which it has been presented, prepare a timetable for the drafting of, and comments and revisions to, the Report and Recommendation, and draft an Issue Statement. The Issue Statement shall fairly frame the issue(s) on which the Report and Recommendation shall be made to ICANN, and whenever practicable, provide an overview of various positions and possible outcomes. The Research Committee shall promptly post its proposed timetable and Issue Statement to the DNSO website and invite comments. 8.7 Comment Period and Open Hearing. The Research Committee shall review all comments submitted in response to the Issue Statement and shall schedule an Open Hearing at which interested persons can make additional statements and discuss the issues presented with the Research Committee. Notice of the Open Hearing shall be posted on the DNSO section of the AIP web site at least 30 days in advance, and the Research Committee shall endeavor, to the extent feasible and practicable, to permit participation by telephone or videoconference. 8.8 First Request for Comments. The Research Committee shall review all comments submitted in response to the Issue Statement and consider the statements made and discussions held at the Open Hearing and shall draft a Report and Recommendation containing the tentative conclusions of the Research Committee, along with a detailed statement of reasons why it has reached its tentative conclusion. This draft Report and Recommendation shall be posted to the DNSO website in the form of a "First Request for Comments." The Research Committee shall allow at least 45 days from the date of first publication for the submission of comments and criticism. 8.9 Fair Hearing Petition. If, after the First Request for Comments is published, any person, corporation, or organization (the "Petitioner") feels that the proposal outlined by the Research Committee either (i) places an unfair burden on the Petitioner's personal, business, or organizational interests, or (ii) is not in the best interests of the domain name system, the Petitioner may request a Fair Hearing. Each Petition for a Fair Hearing shall include (i) a detailed statement of the harm that would be caused if the proposal contained in the Request for Comments was adopted as policy; (ii) a specific reference to the language in the Request for Comments that would lead to the alleged harm; (iii) a specific proposal for new or modified language that would alleviate or minimize the alleged harm; and (iv) a statement of the Petitioner's professional or business interests that would be impacted in any way by the adoption of its proposed language. The Research Committee may either adopt the Petitioner's suggested language or hold a Fair Hearing. 8.10 Fair Hearing. A Fair Hearing required by Sections 8.9 or 8.12 shall allow the Research Committee and the Petitioner, its representatives and supporters to discuss and debate the issues raised in the Fair Hearing Petition. Fair Hearings shall be open to all DNSO members. The purpose of the Fair Hearing shall be to seek consensus on the issues raised. After a Fair Hearing has been held, the Research Committee shall report on the DNSO web site whether consensus was reached, and if so, what was agreed by those present. Fair Hearings shall be open in the same manner as Names Council meetings as specified in Section 3.6. 8.11 Second Request for Comments. The Research Committee shall review all comments submitted in response to the First Request for Comments and shall meet to discuss the issues before it and prepare a new draft Report and Recommendation. This draft Report and Recommendation shall be posted to the DNSO section of the AIP web site in the form of a Second Request for Comments. The Research Committee shall allow at least 45 days from the date of first publication for the submission of comments and criticism. 8.12 Fair Hearing on Changes to Proposal. If, after the Second Request for Comments is published, any person, corporation, or organization (the "Petitioner") feels that any new proposals outlined by the Research Committee, not previously contained in the First Request for Comments, either (i) places an unfair burden on the Petitioner's personal, business, or organizational interests, or (ii) is not in the best interests of the domain name system, the Petitioner may request a Fair Hearing. The Petition for Fair Hearing shall contain the items set forth in Section 8.8 above and any Fair Hearing shall take place in accord with Section 8.9 above. 8.13 Final Request for Comments. The Research Committee shall review all comments submitted in response to the Second Request for Comments and shall meet to discuss the issues before it and prepare a new draft Report and Recommendation. This draft Report and Recommendation shall be posted to the DNSO section of the AIP web site in the form of a Final Request for Comments. The Research Committee shall allow at least 30 days from the date of first publication for the submission of comments and criticism. 8.14 Report to the Names Council. After reviewing all comments submitted in response to the Final Request for Comments, the Research Committee shall prepare a Report and Recommendation for the Names Council. This Report and Recommendation will be posted promptly to the DNSO section of the AIP web site. 8.15 Names Council Action. After the Report and Recommendation is submitted to it, the Names Council shall adopt the Report and Recommendation, reject it, or send it back to the Research Committee with instructions for additional study and/or drafting. In its discretion, the Names Council may submit a Report and Recommendation to the DNSO membership for ratification; if this is done, the Report and Recommendation shall be forwarded to the Elections Committee Chair, who shall arrange for a ratification vote. A Report and Recommendation shall be deemed "Ratified by the DNSO Membership" if a majority of those casting ballots vote in favor of the Report and Recommendation. Each Report and Recommendation forwarded to the ICANN Board shall clearly state whether it has been ratified by the DNSO membership. 8.16 Submission of Report and Recommendation to ICANN. If the Names Council adopts the Report and Recommendation or it is approved by a vote of the DNSO membership, it shall be forwarded to ICANN as the DNSO's "Report and Recommendation" on the issue(s) contained within it. 9.0 DUES, FEES, AND ASSESSMENTS 9.1 Review of Finances. The DNSO may raise funds. The Names Council shall review the DNSO dues, fees, and assessments at least annually to ensure that usual and expected DNSO fiscal obligations will be satisfied. 9.2 Establishment of Dues, Fees, and Assessments. Dues and fees shall be set by the Names Council annually. At the first Names Council meeting of the year, the Treasurer shall present the fiscal history, status and projections for the DNSO, and shall propose dues and fees for the next year. The Names Council shall adopt dues and fees for the next year in time to be reported by the Treasurer or President to the membership to be effective the subsequent year. Assessments to Affilliate Organizations may be proposed at any time. 10.0 WEB SITE 10.1 Establishment of Web Site. The DNSO shall sponsor and operate a web site, maintained by an appointed Webmaster, that will contain copies of the DNSO Constitution, these Bylaws, all meeting minutes, Requests for Comments, Report and Recommendations, and all proposals for action at Names Council meetings. The DNSO also shall maintain a mailing list or publicly available newsgroup for the public discussion of DNSO business. 10.2 Webmaster. The DNSO's webmaster may serve indefinitely, subject to mutual agreement with the President. The compensation for the Webmaster, if any, may be set by the President, with the advice and consent of the Names Council. The Webmaster shall be an ex-officio member of the Names Council, without vote, unless otherwise elected to the Names Council. 10.3 Responsibilities of Webmaster. The DNSO's Webmaster shall be responsible for implementing the internet publication of all DNSO governance documents, meeting minutes and audio files, and such other publications that the DNSO shall make available to the public. The Webmaster shall also maintain all DNSO mailing lists and newsgroups and ensure that they are operational, flexible, and responsive to the needs of the DNSO membership. 10.4 Additional Assistance. With the approval of the Names Council, the President or a representative designated by the President may make arrangements with other entities to provide some or all of the services required of the DNSO's Webmaster. 11.0 ORGANIZING COMMITTEE 11.1 Powers of Organizing Committee. The Organizing Committee shall have the following powers: (i) to initiate and oversee initial elections to form the Names Council; (ii) to create and maintain the initial DNSO web site and mailing lists; and (iii) to solicit, review, and approve applications for recognition as an Affiliate Organization. 11.2 Composition of Organizing Committee. The Organizing Committee shall consist of the Chair of the AIP Board of Directors, the AIP Executive Director, [add officers of organizations wishing to participate with the AIP] and such other persons as they shall appoint to work with them on the matters listed in 11.1 above. __________________________________________________ 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____________________________________________
