Re: IANA ByLaws Proposal for Discussion -- Second Iteration

[Jeff Williams <jwkckid1@ix.netcom.com>]

Jon and all,

  The following shall be critique of this second draft of the nIANA's bylaws
with some suggestions in corrections that are in line with consensus items
reached in Reston and Geneva along with some alternative suggestions.

Jon Postel wrote:

> ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
> A BYLAWS PROPOSAL FOR DISCUSSION -- SECOND ITERATION
>
> - small snip of introduction -
>
>
>
> DRAFT BYLAWS FOR A NEW IANA
> A California Nonprofit Public Benefit Corporation
>
>
> - Larg snip of no remark area -

   There are really two fundamental problems with this part.
1.) All reports that are published should be published much more frequently than

     annually.  Most Companies are required to publish Quarterly reports.  The
same
     should be required of the nIANA or the NewCo.
2.)Minutes of the Board should be published within a specified period of time
    and a comments period should be made available for all
Netcitzens/Stakeholders
    and/or Members.  These Minutes should be published within a 24 hour period
    of occurring.



> The Board
> shall post on a web page of the Corporation that is generally
> accessible to the public (i) in advance of each Board meeting, a
> notice of the fact and time that such meeting will be held and, to the
> extent known, an agenda for the meeting, and (ii) after minutes of a
> Board meeting are approved by the Board, copies of such minutes other
> than minutes relating to personnel or employment matters, legal
> matters, matters that the Corporation is prohibited by law or contract
> from disclosing publicly and other matters that the Board determines
> are not appropriate for public distribution.

  There is a rather large concern here as well with what "Part" of the Minutes
will be published.  It appears that there is some hedging on using some purpose
that
some parts of the Boards Minutes will not be published.
Suggestion:
1.) A complete unedited copy of the minuets should be published for everyone
      to view and comment on to meet a reasonable Transparency requirement.

> In addition, the Initial
> Board shall investigate the development of additional policies and
> procedures designed to provide information about, and enhance the
> ability of interested persons to provide input to, the Board and
> Supporting Organizations.  Any such policies and procedures shall be
> widely publicized by the Board in draft form, both within the
> Supporting Organizations and on the Internet.  Any such policies and
> procedures may be adopted only after a process for receiving and
> evaluating comments and suggestions has been established by the Board,
> and after due consideration of any comments or suggestions received by
> the Board.
>
> ARTICLE V.          POWERS
>
> Section 1.     GENERAL POWERS
>
> Except as otherwise provided in the Articles of Incorporation or these
> Bylaws, the powers of the Corporation will be exercised, its property
> controlled and its business and affairs conducted by or under the
> direction of the Board.  Unless otherwise provided herein or by law,
> the Board may act by a majority vote of Directors present at the
> meeting, subject to the quorum requirements in Section 16 of Article
> VI.  Any references herein to a vote of the Board shall consider only
> those members present at the meeting unless otherwise provided herein
> by reference to "all of the members of the Board."
>
> Section 2.     FEES AND CHARGES
>
> The Board shall set fees and charges for the services provided by the
> Corporation.  Each Supporting Organization shall propose a structure
> of fees and charges with respect to matters within its scope (as
> defined by the Board in its recognition of such Supporting
> Organization), but all such fees and charges shall be set by the
> Board, with the goal of full recovering the costs of the operation of
> the Corporation.

  This is a fine and necessary requirement.  However there must be
Membership/Stakeholder approval for any Fees or fee structure to be enacted by
the Board.  This should be accomplished by a
VOTE of the Membership/Stakeholder and/or Netcitizen community.

>
>
> Once a Supporting Organization described in Article VII has been
> recognized by the Board, that Supporting Organization (through its
> Council) shall have the primary responsibility to initiate any action
> by the Board with respect to matters within the scope of the
> Supporting Organization (as defined by the Board in its recognition of
> such Supporting Organization) through proposals to the Board, and the
> Board shall adopt any such recommendations or proposals of the
> Supporting Organizations consistent with the standards set forth in
> Article VII, Section 1 (c); provided that the Board may take any
> action on its own initiative that it determines is required to carry
> out the purposes of the Corporation, to comply with any applicable law
> or to satisfy any legal duty of the Board or any Director (in his or
> her capacity as a Director).
>
> ARTICLE VI.         STRUCTURE OF THE BOARD OF DIRECTORS
>
> Section 1.     INITIAL BOARD
>
> The initial Board of Directors of the Corporation ("Initial Board")
> shall consist of nine at large members, the president (when appointed)
> and those directors that have been nominated in accordance with these
> bylaws by any Supporting Organization(s) that is recognized by the
> Board pursuant to Section 4(B) of Article VII.  The At Large members
> of the Initial Board shall serve until September 30, 1999, unless by a
> two-thirds (2/3) vote of all the members of the Board that term is
> extended for some or all of the at large members of the Initial Board
> for an additional period, to expire no later than September 30, 2000.
> The members of the Initial Board (other than the At Large members)
> shall serve the terms specified in Section 8(D) of this Article.  No
> at large member of the Initial Board shall be eligible for additional
> service on the Board until one year has elapsed following the end of
> his or her term on the Initial Board.
>
> Section 2.     INITIAL BOARD MEMBERS SELECTED BY THE SUPPORTING
>                ORGANIZATIONS
>
> Immediately upon the recognition of a Supporting Organization by the
> Board pursuant to Section 4(B) of Article VII, the Board shall request
> that such Supporting Organization nominate three persons to be
> directors.  Upon receipt of such nominations, the Board shall elect
> such persons as members of the Initial Board.
>
> Section 3.     NUMBER OF DIRECTORS
>
> The authorized number of Directors shall be no less than nine (9) and
> no more than nineteen (19) unless changed by amendment to these Bylaws
> by a two-thirds (2/3) majority vote of all the members of the Board.
>
> Section 4.     QUALIFICATION OF DIRECTORS AFTER THE INITIAL BOARD
>
>      A.  Until and if this Section 4 is amended pursuant to Articles
>      XII or XIV, each Board after the Initial Board shall be comprised
>      as follows:
>
>           (a)  Three (3) Directors nominated by the Address Supporting
>                Organization, as defined in Article VII;

CORRECTION:
Any and all Board, council members or directors of the Board or councils must
beelected by the members at large.  They may or may not be form the "Address
supporting Organization" the "Address supporting Organization" may be anyone
with a IP address.

>
>
>           (b)  Three (3) Directors nominated by the Domain Name
>                Supporting Organization, as defined in Article VII;
>
>           (c)  Three (3) Directors nominated by the Protocol
>                Supporting Organization as defined in Article VII;
>
>           (d)  Nine (9) At Large Directors, selected pursuant to a
>                process to be established by a majority vote of all the
>                members of the Initial Board; and
>
>           (e)  The person who shall be, from time to time, the
>                President of the Corporation.
>
>      B.  The Initial Board shall establish a final composition formula
>      for those Boards following the Initial Board, and the means by
>      which Members of those Boards shall be selected.
>
> Section 5.     ADDITIONAL QUALIFICATIONS
>
> Notwithstanding anything herein to the contrary, no elected or
> appointed official of a national government or a multinational entity
> established by treaty or other agreement between national governments
> may serve as a Director.
>
> Section 6.     INTERNATIONAL REPRESENTATION
>
> In order to ensure broad international representation on the Board, no
> more than one-half (1/2) of the total number of At Large Directors
> serving at any given time shall be from any one region, and no more
> than two (2) of the Directors nominated by each Supporting
> Organization shall be from any one region.  [Regions to be mapped to
> some existing definition; suggestions are solicited.]
>
> -snip of section 10-20, no comments -
>
>
> ARTICLE VII.   SUPPORTING ORGANIZATIONS
>
> Section 1.     POWERS
>
>      A.  The Supporting Organizations shall serve as advisory bodies
>      to the Board and shall have such powers and duties as may be
>      prescribed by the Board and these Bylaws.  The Board may add
>      additional Supporting Organizations by a two-thirds (2/3)
>      majority vote of all members of the Board.
>
>      B.  Each Supporting Organizations shall be responsible for
>      nominating Directors for election to those seats on the Board
>      designated to be filled by each Supporting Organization.
>
>      C.  The Supporting Organizations shall have the primary
>      responsibility for proposing policies and procedures regarding
>      those matters within their individual scope (as defined by the
>      Board in its recognition of each such Supporting Organization).
>      Any such proposals forwarded to the Board by a Supporting
>      Organization shall be simultaneously transmitted to all other
>      Supporting Organizations so that they may comment to the Board on
>      such proposals.  The Board shall approve policies and procedures
>      proposed by a Supporting Organization if the Board finds that the
>      proposed policies or procedures (1) comply with the Articles and
>      Bylaws, (2) were arrived at through fair and open processes, and
>      (3) further the purposes of the Corporation.  If the Board
>      declines to approve any such proposals of a Supporting
>      Organization, it shall return the proposals to the Supporting
>      Organization for further consideration, along with an explanation
>      of the reasons it declines to approve the proposals.  If, after
>      reasonable efforts, the Board does not receive a proposal from a
>      Supporting Organization that it finds acceptable, the Board may
>      amend or modify and then approve a specific proposal by majority
>      vote.
>
> Section 2.     RESPONSIBILITY FOR FUNDING
>
> The Supporting Organizations shall constitute the primary funding
> sources for the Corporation in accordance with policies established by
> the Initial Board, which policies may be amended from time to time by
> the Board.
>
> Section 3.     QUALIFICATION FOR MEMBERSHIP IN A SUPPORTING
>                ORGANIZATION
>
> The Board shall review and ratify any qualifications for membership
> adopted by each of the Supporting Organizations, to the extent
> consistent with the purposes of the Corporation and its Articles and
> Bylaws and the purposes of the Supporting Organization.  Any entity or
> organization that wishes to participate in a Supporting Organization
> may do so provided it meets the minimum qualifications adopted by the
> Supporting Organization and ratified by the Board.  Each entity or
> organization that qualifies to participate in a given Supporting
> Organization shall designate one individual as its representative.

  Suggestion and concern:
1.) How do you define "Entity"?
2.) No member of and "Supporting Organization" should have precedence for any
     seat on any council or the Board.  This is to meet reasonable Transparency
     and "Bottom-up" requirements determined in the NTIA's White Paper.

> The Initial Board shall, together with the Supporting Organizations,
> consider whether there is a practical way to permit individual
> memberships or other forms of individual participation in the
> Supporting Organizations and, in its sole discretion after
> consultation with the Supporting Organizations, may amend these Bylaws
> to permit such individual memberships or other participation if it
> finds that would advance the purposes of the Corporation.
>
> Section 4.     DESCRIPTION AND QUALIFICATIONS
>
>      A.  There shall at least be the following Supporting Organizations:
>
>           (i) The Address Supporting Organization shall be composed of
>           representatives from regional Internet address registries
>           and other entities with legitimate interests in these
>           issues, as determined by the Address Supporting Organization
>           and approved by the Board.  The Address Supporting
>           Organization shall create an Address Council to make
>           recommendations to the Board regarding the operation,
>           assignment and management of Internet addresses and other
>           related subjects;

Suggestion and Concern:

  Any person/member/stakeholder whom has an IP address or IP address allocation
regardless of their standing should be able to serve as part ot the Address
Council
1.) Any an all Address council members must stand a general election by the
     Stakeholders/Membership and or the Netcitizens.  This is to insure
Transparency,
     Fairness and openness as well as meet the "Bottom-up" requirement put forth
in the
     NTIA's White Paper.

>
>
>           (ii) The Domain Name Supporting Organization shall be
>           composed of representatives from name registries and
>           registrars of generic/global and country-code top-level
>           domains ("TLDs") and other entities with legitimate
>           interests in these issues, as determined by the Domain Name
>           Supporting Organization and approved by the Board.  The
>           Domain Name Supporting Organization shall create a Names
>           Council to make recommendations regarding top level
>           (generic/global and country-code) domains, including
>           operation, assignment and management of the domain name
>           system and other related subjects; and

Suggestion and Concern:

  Any person/member/stakeholder whom has an DN  or E-Mail address
regardless of their standing should be able to serve as part ot the Names
Council
1.) Any an all Address council members must stand a general election by the
     Stakeholders/Membership and or the Netcitizens.  This is to insure
Transparency,
     Fairness and openness as well as meet the "Bottom-up" requirement put forth
in the
     NTIA's White Paper.

>

>           (iii) The Protocol Supporting Organization shall be composed
>           of representatives from Internet protocol organizations and
>           other entities with legitimate interests in these issues, as
>           determined by the Protocol Supporting Organization and
>           approved by the Board.  The Protocol Supporting Organization
>           shall create a Protocol Council to make recommendations
>           regarding the operation, assignment and management of
>           protocol numbers, port numbers and other technical
>           parameters and other related subjects.
>
>      B.  The Board shall review the application of any entity that
>      seeks to be recognized as one of the Supporting Organizations
>      referred to in Section 4(A) of this Article VII, and shall
>      approve such application if it finds that it has been organized
>      in accordance with these Bylaws and that Its recognition would be
>      in the best interest, and serve the purposes, of the Corporation.
>
> ARTICLE VIII:  COMMITTEES
>
> Section 1.     COMMITTEES GENERALLY
>
>      A.  The Board may establish one or more committees.  Committees
>      are of two kinds: those having legal authority to act for the
>      Corporation, known as Committees of the Board, and those that do
>      not have that authority, known as Advisory Committees.  Except
>      where otherwise stated in these Bylaws, committee members shall
>      be appointed by the Board.  Committee members may be removed from
>      a committee at any time by a two-thirds (2/3) majority vote of
>      all members of the Board; provided, however, that if a Director
>      or Directors are the subject of the removal action, such Director
>      or Directors shall not be entitled to vote on such an action or
>      be counted as a member of the Board when calculating the required
>      two-thirds (2/3) vote; and, provided further, however, that in no
>      event shall a Director be removed from a committee unless such
>      removal is approved by not less than a majority of all members of
>      the Board.  The Board may delegate to Committees of the Board all
>      legal authority of the Board except with respect to:
>
>           (1)  The filling of vacancies on the Board or on any
>                committee;

Suggestion and Concern:

  Any vacancies on the Board that may occur from time to time due to resignation

or other circumstances, must stand  general election by the
membership/stakeholders
and/or the Netcitzens prior to taking that seat.

>            (2)  The amendment or repeal of Bylaws or the adoption of
>                 new Bylaws;

Suggestion or Concern:

  Any amendment or repeal of any of the bylaws must be VOTED upon by the
Stakeholders/Membership and/or the Netcitizens and be approved by a 2/3'rds
majority before enacted.

>            (3)  The amendment or repeal of any resolution of the Board
>                which by its express terms is not so amendable or
>                repealable;

Suggestion or Concern:

  Any amendment or repeal of any of the bylaws must be VOTED upon by the
Stakeholders/Membership and/or the Netcitizens and be approved by a 2/3'rds
majority
before enacted.

>            (4)  The appointment of committees of the Board or the
>                 members thereof;
>
>           (5)  The expenditure of corporate funds to support a nominee
>                for Director after there are more people nominated for
>                Director than can be elected; or
>
>           (6)  The approval of any self-dealing transaction, as such
>                transactions are defined in Section 5233(a) of the
>                CNPBCL.
>
>      B.  The Board shall have the power to prescribe the manner in
>      which proceedings of any committee shall be conducted.  In the
>      absence of any such prescription, such committee shall have the
>      power to prescribe the manner in which its proceedings shall be
>      conducted.  Unless these Bylaws, the Board or such committee
>      shall otherwise provide, the regular and special meetings shall
>      be governed by the provisions of Article VI applicable to
>      meetings and actions of the Board.  Each committee shall keep
>      regular minutes of its proceedings and shall report the same to
>      the Board from time to time, as the Board may require.
>
> Section 2.     COMMITTEES OF THE BOARD
>
> Only Directors may be appointed to a Committee of the Board.  If a
> person appointed to a Committee of the Board ceases to be a Director,
> such person shall also cease to be a member of any Committee of the
> Board.  Each Committee of the Board shall consist of two or more
> Directors.  The Board may designate one or more Directors as alternate
> members of any such committee, who may replace any absent member at
> any meeting of the committee.  The Board may terminate any Committee
> of the Board.

Suggestion and Concern:

  This provision has a transparency problem that is very evident.
1.) Any and all Directors or members of any and all committees must be elected
     in a general election by the Stakeholders/membership and/or the
Netcitizens.

>
>
> Section 3.     ADVISORY COMMITTEES
>
> The Board may appoint one or more Advisory Committees.  Advisory
> Committee membership may consist of Directors only, Directors and
> nondirectors, or nondirectors only, and may also include nonvoting
> members and alternate members.  Advisory Committees shall have no
> legal authority to act for the Corporation, but shall report their
> findings and recommendations to the Board.

Suggestion and Concern:

  This provision has a transparency problem that is very evident.
1.) Any and all Directors or members of any and all committees must be elected
     in a general election by the Stakeholders/membership and/or the
Netcitizens.

>
>
> Section 4.     TERM OF OFFICE
>
> The chairperson and each member of a committee shall serve until his
> or her successor is appointed, or until such committee is sooner
> terminated, or until he or she is removed, resigns, or otherwise
> ceases to qualify as a member of the committee.

Suggestion and concern:A given length of term should be defined.  In addition
the number of consecutive  terms for any Board/COmmittee/council member should
be limited to two terms.
1.) Any and all Board members, Committee members, Council members should serve
     no longer that a two year term.

>
> Section 6.     VACANCIES
>
> Vacancies on any committee shall be filled in the same manner as
> provided in the case of original appointments.
>
> Section 7.     COMPENSATION
>
> The Board Shall not authorize compensation for service as a member of
> a committee except by a two-thirds (2/3) vote of all members of the
> Board, but in any event no such compensation shall be authorized for a
> Director.  The Board may, however, authorize the reimbursement of
> actual and necessary expenses incurred by committee members, including
> Directors, performing their duties as committee members.
>
> ARTICLE IX:    OFFICERS
>
> Section 1.     OFFICERS
>
> The officers of the Corporation will be Chairperson of the Board, a
> President (who will serve as Chief Executive Officer), a Chief
> Technology Officer, a Vice President, a Secretary, and a
> Treasurer/Chief Financial Officer.  The Corporation may have also have
> at the discretion of the Board, a Vice Chairperson, a General Counsel,
> one or more additional Vice Presidents, one or more additional
> Assistant Secretaries, and one or more Assistant Treasurers.  Any
> person may hold more than one office, except that neither the
> Chairperson of the Board nor the President may serve concurrently as
> the Secretary or the Treasurer/Chief Financial Officer.
>
> Section 2.     ELECTION OF OFFICERS
>
> The officers of the Corporation will be elected annually by the Board,
> and each shall hold his or her office until he or she resigns, is
> removed, is otherwise disqualified to serve, or his or her successor
> is elected.
>
> Section 3.     REMOVAL OF OFFICERS
>
> Any Officer may be removed, either with or without cause, by a
> two-thirds (2/3) majority vote of all the members of the Board.

  Concern:Any and all Officers can be removed by a general resolution submitted
by
any Stakeholder/Member and/or Netcitzen by a 2/3 majority vote of those
Stakeholders/Members.

> Should any vacancy occur in any office as a result of death,
> resignation, removal, disqualification or any other cause, the Board
> may delegate the powers and duties of such office to any Officer or to
> any Director until such time as a successor for the office has been
> elected.
>
> Section 4.     CHAIRPERSON OF THE BOARD
>
> The Chairperson of the Board shall preside at all meetings of the
> Board, shall have the usual powers of a presiding officer and shall
> have such other duties as may be prescribed by the Board.
>
> Section 5.     PRESIDENT
>
> The President will be the Chief Executive Officer ("CEO") of the
> Corporation in charge of all of its activities and business.  The
> President shall serve as a member of the Board, and shall be entitled
> to attend any meeting of any committee.  The President shall report
> annually to the Board on the current state of the Corporation and
> plans for the future.  The President shall submit to the Board the
> annual budget of the Corporation for the next fiscal year at least
> three (3) months prior to the commencement of the fiscal year.  The
> President will be empowered to call special meetings of the Board as
> set forth herein, and shall discharge all other duties as may be
> required by these Bylaws and from time to time may be assigned by the
> Board.
>

 Regards,

--
Jeffrey A. Williams
DIR. Internet Network Eng/SR. Java/CORBA Development Eng.
Information Network Eng. Group. INEG. INC.
E-Mail jwkckid1@ix.netcom.com