Re: IANA ByLaws Proposal for Discussion -- Second Iteration

[Brian E Carpenter <brian@hursley.ibm.com>]

Speaking only for myself:

Thes are looking very good and very realistic. I have two comments:
  
...
> 
> ARTICLE VI.         STRUCTURE OF THE BOARD OF DIRECTORS
...
> 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.

As written this excludes staff of scientific or technical organisations
such as CERN (where I used to work). This is clearly a bug. I suggest
adding a clause "other than those with exclusively scientific or
technical missions" before the word "established".

...
> Section 19.    ELECTRONIC MAIL
> 
> Communication by electronic mail shall be considered equivalent to any
> communication otherwise required to be in writing, except a written
> consent authorized by Section 18 of this Article.  

The exception prevents the board from taking decisions by email,
which is ludicrous. The clause starting with "except" should be
deleted.

  Brian Carpenter




The Corporation
> shall take such steps as it deems appropriate under the circumstances
> to assure itself that communications by electronic mail are authentic.
> 
> Section 20.    RIGHTS OF INSPECTION
> 
> Every Director shall have the right at any reasonable time to inspect
> and copy all books, records and documents of every kind except where
> confidentiality would be violated, and to inspect the physical
> properties of the Corporation.
> 
> Section 21.    COMPENSATION
> 
> The Directors shall receive no compensation for their services as
> Directors.  The Board may, however, authorize the reimbursement of
> actual and necessary expenses incurred by Directors performing duties
> as Directors.
> 
> 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.
> 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;
> 
>           (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
> 
>           (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;
> 
>           (2)  The amendment or repeal of Bylaws or the adoption of
>                 new Bylaws;
> 
>           (3)  The amendment or repeal of any resolution of the Board
>                which by its express terms is not so amendable or
>                repealable;
> 
>           (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.
> 
> 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.
> 
> 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.
> 
> Section 5.     QUORUM; MEETINGS
> 
> A majority of the members of the committee shall constitute a quorum
> at any meeting of that committee.  Each committee shall meet as often
> as is necessary to perform its duties.
> 
> 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.
> 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.
> 
> Section 6.     SECRETARY
> 
> The Secretary shall keep or cause to be kept the minutes of the Board
> in one or more books provided for that purpose, will see that all
> notices are duly given in accordance with the provisions of these
> Bylaws or as required by law, and in general perform all duties as
> from time to time may be prescribed by the President or the Board.
> 
> Section 7.     TREASURER/CHIEF FINANCIAL OFFICER
> 
> The Treasurer/Chief Financial Officer ("CFO") shall be the Chief
> Financial Officer of the Corporation.  If required by the Board, the
> CFO shall give a bond for the faithful discharge of his or her duties
> in such form and with such surety or sureties as the Board shall
> determine.  The CFO shall have charge and custody of all the funds of
> the Corporation and shall keep or cause to be kept, in books belonging
> to the Corporation, full and accurate amounts of all receipts and
> disbursements, and shall deposit all money and other valuable effects
> in the name of the Corporation in such depositories as may be
> designated for that purpose by the Board.  The CFO shall disburse the
> funds of the Corporation as may be ordered by the Board or the
> President and, whenever requested by them, shall deliver to the Board
> and the President an account of all his or her transactions as CFO and
> of the financial condition of the Corporation.  The CFO shall be
> responsible for the Corporation's financial planning and forecasting
> and shall assist the President in the preparation of the Corporation's
> annual budget.  The CFO shall coordinate and oversee the Corporation's
> funding, including any audits or other reviews of the Corporation or
> its Supporting Organizations.  The CFO shall be responsible for all
> other matters relating to the financial operation of the Corporation.
> 
> Section 8.     CHIEF TECHNOLOGY OFFICER
> 
> The Chief Technology Officer shall advise the Board and the President
> on engineering and other technical issues related to the matters which
> they consider.
> 
> Section 9.     ASSISTANT OFFICERS
> 
> Officers and Assistant Officers, in addition to those hereinabove
> described, who are elected or appointed by the Board, shall perform
> such duties as will be assigned to them by the President or the Board.
> 
> Section 10.    COMPENSATION AND EXPENSES
> 
> The compensation of any Officer of the Corporation shall be approved
> by the Board.  Expenses incurred in connection with performance of
> their officer duties may be reimbursed to Officers upon approval of
> the President (in the case of Officers other than the President) or
> the Board.
> 
> ARTICLE X:     INDEMNIFICATION OF DIRECTORS, OFFICERS EMPLOYEES AND
>                OTHER AGENTS
> 
> The Corporation shall, to maximum extent permitted by the CNPBCL,
> indemnify each of its agents against expenses, judgments, fines,
> settlements and other amounts actually and reasonable incurred in
> connection with any proceeding arising by reason of the fact that any
> such person is or was an agent of the Corporation.  For purposes of
> this Article, an "agent" of the Corporation includes any person who is
> or was a Director, Officer, employee or any other agent of the
> Corporation; or is or was serving at the request of the Corporation as
> a Director, Officer, employee or agent of another Corporation,
> partnership, joint venture, trust or other enterprise.  The Board may
> adopt a resolution authorizing the purchase and maintenance of
> insurance on behalf of any agent of the Corporation against any
> liability asserted against or incurred by the agent in such capacity
> or arising out of the agent's status a such, whether or not this
> Corporation would have the power to indemnify the agent against that
> liability under the provisions of this Article.
> 
> ARTICLE XI:         GENERAL PROVISIONS
> 
> Section 1.     CONTRACTS
> 
> The Board may authorize any Officer or Officers, agent or agents, to
> enter into any contract or execute or deliver any instrument in the
> name of and on behalf of the Corporation, and such authority may be
> general or confined to specific instances.  In the absence of a
> contrary Board authorization, contracts and instruments may only be
> executed by the following Officers: Chairperson of the Board,
> President, any Vice President, or the CFO.  Unless authorized or
> ratified by the Board, no other Officer, agent or employee shall have
> any power or authority to bind the Corporation or to render it liable
> for any debts or obligations.
> 
> Section 2.     DEPOSITS
> 
> All funds of the Corporation not otherwise employed will be deposited
> from time to time to the credit of the Corporation in such banks,
> trust companies or other depositories as the Board may select.
> 
> Section 3.     CHECKS
> 
> All checks, drafts or other orders for the payment of money, notes or
> other evidences of indebtedness issued in the name of the Corporation
> will be signed by such Officer or Officers, agent or agents, of the
> Corporation and in such a manner as shall from time to time be
> determined by resolution of the Board.
> 
> Section 4.     LOANS
> 
> No loans will be made by or to this Corporation and no evidences of
> indebtedness will be issued in its name unless authorized by a
> resolution of the Board.  Such authority may be general or confined to
> specific instances; provided, however, that no loans will be made by
> the Corporation to its Directors or Officers.
> 
> ARTICLE XII:   ACCOUNTING YEAR AND TAX AUDIT
> 
> Section 1.     ACCOUNTING
> 
> The fiscal year end of the Corporation shall be determined by the
> Board.
> 
> Section 2.     AUDIT
> 
> At the end of the fiscal year, the books of the Corporation will be
> closed and audited by certified public accountants.  The appointment
> of the fiscal auditors will be the responsibility of the Board.
> 
> Section 3.     ANNUAL REPORT AND ANNUAL STATEMENT
> 
> The CFO shall cause the annual report and the annual statement of
> certain transactions as required by the CNPBCL to be prepared and sent
> to each member of the Board and to such other persons as the Board may
> designate, no later than one hundred twenty (120) days after the close
> of the Corporation's fiscal year.  The annual report and annual
> statement will also be made publicly available, on the Internet and
> otherwise.
> 
> ARTICLE XIII:  AMENDMENTS
> 
> The Bylaws of the Corporation may be altered, amended, or repealed and
> new Bylaws adopted only upon action by two-thirds (2/3) majority vote
> of all members of the Board, except as provided in Article XIV below.
> These Bylaws will be reviewed at least annually, or more often if
> deemed necessary.
> 
> ARTICLE XIV:        INTENT
> 
> These Bylaws are intended to be transitional in nature and to aid in
> the initial governance of the Corporation.  The Initial Board, acting
> by a vote of a majority of all the members of the Board, shall review
> and revise these Bylaws as it considers appropriate by October 1,
> 1999, provided that this deadline may be extended to October 1, 2000
> by a vote of a majority of all the members of the Board, and provided
> further that these Bylaws shall remain in full force and effect until
> such time as they are amended or replaced.
> 
> ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
> 
> Send your public comments to <comments@iana.org>.
> 
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> 
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