Stephen J. Page Comments to BY LAWS 1/3

[usdh@mail.ccnet.com (steve)]

July 22, 1998

TO: DR. Jon Postel, IANA c/o ISI, Dept of Engineering, USC
FROM: Stephen J. Page, T: 925-454-8624

RE: Stephen J. Page Comments to "A BY LAWS PROPOSAL FOR DISCUSSION"



Hello:

The Internet Assigned Numbers Authority (IANA) is pleased to
welcome
you to this list of people with an interest in the formation
of a new
IANA.  To help focus efforts and facilitate consensus
towards the
implementation of a new organization, we will be sending you
various
announcements and drafts for your review and comments.

--jon.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
A BY LAWS PROPOSAL FOR DISCUSSION

After receiving many suggestions to consolidate the
principles in the earlier discussion drafts that IANA has
issued, the following is a set of draft bylaws for a new
organization that essentially put in legal form the
principles contained in the earlier documents.  These are
offered as an aid to further discussion and comment, and not
intended to reflect anything other than the principles
previously set forth.  Comments and suggestions on all
aspects of this document are welcomed and encouraged.  IANA
would expect to issue new drafts based on the comments
received directly and the results of the discussions at the
Geneva and subsequent meetings.

DRAFT BYLAWS FOR A NEW IANA
A California Nonprofit Public Benefit Corporation

Comment:
Is there a clear reason why the corporation should be a
California nonprofit Public Benefit Corporation?  Since the
Internet is a technically cooperating system of conduits and
wires, a Cooperative Corporation, under California law, might
be a more representative choice for building a structure which
is able to scale with no limits.

ARTICLE I:  PURPOSES

     This corporation (the "Corporation") is established for
the purposes specified in its Articles of Incorporation.
These purposes include maintaining the operational stability
of the Internet by:  (i) coordinating the assignment of
Internet technical parameters as needed to maintain
universal connectivity on the Internet; (ii) managing and
performing functions related to the coordination of the
Internet address space; (iii) managing and performing
functions related to the coordination of the Internet domain
name system, including overseeing policies for determining
the circumstances under which new top-level domains are
added to the root system; (iv) overseeing operation of the
authoritative Internet root server system; (v) engaging in
any other lawful activity in furtherance of items (i)
through (iv); and (vi) engaging in any other lawful act or
activity for which a corporation may be organized under the
Nonprofit Public Benefit Corporation Law.

Comment:
Language should be used to guarantee that open communications between
all levels of cooperating Internet participants, including individual users
and IANA remain open.  Language should be used to specify that IANA will not
compete against the private ownership of intellectual property by individuals
and/or other entities, since IANA will have monopoly power as the sole source
of performing i-vi (above).

ARTICLE II:  OFFICES AND SEAL

     Section 1.  OFFICES

     The principal office for the transaction of the
business of the Corporation will be in the County of Los
Angeles, State of California.  The Corporation may also have
an additional office or offices within or outside the State
of California as the Board of Directors (the "Board") may
from time to time establish.

Comment:
It would make more sense to have the principal office for the
Corporation in the County of Santa Clara, due to the large consolidated
presence of networking companies in Northern California.

     Section 2.  SEAL

     The Board may adopt a corporate seal and use the same
by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

ARTICLE III:  SCOPE OF ACTIVITIES

     Section 1.  CHARITABLE PURPOSE AND DISTRIBUTION UPON
DISSOLUTION

     The property of the Corporation is irrevocably
dedicated to charitable, scientific, literary and/or
educational purposes and no part of

Comment:
How does the term "charitable" apply to the Internet? Since charity
traditionally is focused at the community level, how will the
charitable component of IANA be structured?  What will it do?

the net income or assets of the Corporation shall ever inure
to the benefit of any Director, Officer or member thereof or
to benefit of any private person (except that reasonable
compensation may be paid for services rendered to or for the
corporation affecting one or more purposes). Upon the
dissolution of the Corporation, the Corporation's assets
shall be distributed for one or more of the exempt purposes
set forth in the Articles of Incorporation and, if possible,
to a 501 (c)(3)organization organized and operated
exclusively to lessen the burdens of government by
providing for the operation of the Internet by developing
and maintaining the stability of the Internet
infrastructure, or shall be distributed to the Federal
government, or a state government, for such purposes, or for
such other charitable and public purposes that lessen the
burdens of
government by providing for the operation and stability of
Intranet infrastructure.  Any assets not so disposed of
shall be disposed of by a court of competent jurisdiction of
the county in which the principal office of the Corporation
is then located, exclusively for such purposes or to such
organization or organizations, as such court shall
determine, that are organized and operated  exclusively for
such purposes, unless no such corporation exists, and in
such case any assets not disposed of shall be distributed to
a 501(c)(3) corporation chosen by such court.

     Section 2.  NON-PARTISAN ACTIVITIES

    The Corporation has been formed under the California
Nonprofit Public Benefit Corporation Law ("CNPBCL") with the
public purposes described above, and it shall be nonprofit
and nonpartisan. Notwithstanding any other provision of
these Bylaws:

      (a)  The Corporation shall not carry on any other
activities not
permitted to be carried on (i) by a corporation exempt from
Federal income
tax under 501 (c)(3) of the Internal Revenue Code or (ii) by
a corporation,
contributions to which are  deductible under 170 (c)(2) of
the Internal
Revenue Code.

     (b)  No substantial part of the activities of the
Corporation shall be
the carrying on of propaganda, or otherwise attempting to
influence
legislation, and the Corporation shall be empowered to make
the election
under 501 (h) of the Internal Revenue Code.

     (c)  The Corporation shall not participate in, or
intervene in (including the publishing or distribution of
statements) any  political campaign on behalf of or in
opposition to any candidate for public office.

     (d)  No part of the net earnings of the Corporation
shall inure to the benefit of or be distributable to its
members, directors, trustees, officers, or other private
persons, except that the Corporation shall be authorized and
empowered to pay reasonable compensation for services
rendered and to make payments and  distributions in
furtherance of the purposes set forth in the Articles of
Incorporation.

     (e)  In no event shall the Corporation be controlled
directly or indirectly by one or more "disqualified persons"
(as defined in 4946 of the Internal Revenue Code) other than
foundation managers and other than one or more organizations
described in paragraph (1) or (2) of 509 (a) of
the Internal Revenue Code.

ARTICLE IV:  STRUCTURE

Comments:
It appears that the structure suffers from lack of
accountability, specifically a lack of a Constitution, including
a provision for checks and balances to central power and authority.
All power resides in an autonomous, self-perpetuating board.

A shareholder corporation, like a Cooperative Corporation,
would appear to have far more accountability mechanisms.  If
the officers or board get out of sync with the individual
owners, they can be readily changed.

The board seems to be constructed largely from a
closed group of existing administrators and technical (engineering)
factions, rather than the diverse industries, markets, and
users served and affected by the organization.  Example: It is as if
the engineers of Caltrans, because they built the State Highway
system, elected themselves to the Board of the State Highwy Commission.

     Section 1.  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 13 of this
Article.  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."

     [TWO ALTERNATIVE PROVISIONS WITH RESPECT TO THE INITIAL
BOARD ARE PRESENTED BELOW.  THE FIRST CALLS FOR THE INITIAL
BOARD TO SERVE A FIXED TERM, AND FOR THAT TERM TO END UPON
THE ELECTION OF THE FIRST PERMANENT BOARD.  THIS EMPHASIZES
THE INTERIM NATURE OF THE INITIAL BOARD, BUT RESULTS IN NO
CONTINUITY BETWEEN THE INITIAL BOARD AND THE FIRST PERMANENT
BOARD.  THE SECOND ALTERNATIVE PRESENTED CALLS FOR STAGGERED
TERMS FOR THE INITIAL BOARD, TO ALLOW A GRADUAL TRANSITION
AND EMPHASIZES CONTINUITY.  REASONABLE ARGUMENTS COULD BE
MADE FOR EITHER APPROACH, AND THUS BOTH ARE SET FORTH HERE
WITH THE INTENTION OF
PROMPTING A DISCUSSION OVER THE RELATIVE MERITS OF EACH
APPROACH. OF COURSE, AS IS THE CASE WITH THIS ENTIRE
DOCUMENT, DIFFERENT APPROACHES ARE ALSO SOLICITED.]

     Section 2.  INITIAL BOARD OF DIRECTORS

     Alternative A.

     The Initial Board of Directors of the Corporation
("Initial Board") shall consist of no fewer than five and no
more than 15 directors.  It shall serve for a single term of
one (1) year, unless the Initial Board shall vote by a
two-thirds (2/3) majority vote of all the members of the
Board to extend the term of the Initial Board for an
additional period of no more than six (6) months.  No member
of the Initial Board shall be eligible for election to the
Board following his or her term on the Initial Board

Comment:
Why the additional period?

     Alternative B.

     The Initial Board of Directors of the Corporation
("Initial Board")shall consist of no fewer than five (5) and
no more than 15 directors.  It shall serve for a single term
of one (1) year, unless the Initial Board shall vote by a
2/3 majority to extend the term of the Initial Board for an
additional period of no more than six (6) months.  At such
time of the end of the Initial Board's term, five (5) of the
then existing members of the Initial Board will remain as
members of the successor Board ("Temporary Board Members")
for one (1) additional year (or such shorter time as the
Board shall determine by majority vote), with full voting
rights and all the powers and obligations of the new members
of the successor Board.  The identity of the Initial Board
members who will fill the Temporary Board Member positions
will be determined  by the Board.

     [THE RESOLUTION OF THE INITIAL BOARD TERM ISSUES WILL
IMPACT CERTAIN OF THE FOLLOWING PROVISIONS.  FOR EASE OF
DRAFTING, THE FOLLOWING PROVISIONS WILL ASSUME THAT
ALTERNATIVE A IS EVENTUALLY SELECTED.  IF SOME DIFFERENT
PROVISION IS SELECTED, THE NECESSARY  ADJUSTMENTS WILL HAVE
TO BE MADE.]

     Section 3.  NUMBER AND QUALIFICATION OF DIRECTORS AFTER
THE INITIAL BOARD

     The authorized number of Directors shall not be less
than nine (9) nor more than seventeen (17) unless changed by
amendment to these Bylaws by a two-thirds (2/3) majority
vote of all the members of the Board.  The authorized number
of Directors shall be fifteen (15) until changed as provided
in this Section.  Each Board after the Initial Board shall
be comprised as follows:

Comment:
If a Cooperative Corporation were the structure, with individual
shareholders, a vote of the shareholders would allow the number
of board members to vary which would appear to allow
for flexibility.  Control of the Cooperative would place the
power over the Board into the hands of the individual stakeholders
where it rightly belongs, since the Internet is useless without
the human energy supplied by the activities of individuals.


          (a)  Three (3) Directors nominated by the Address
Supporting
          Organization, as defined in Article V;

          (b)  Three (3) Directors nominated by the Domain
Name
          Supporting Organization, as defined in Article V;

          (c)  Three (3) Directors nominated by the Protocol
Supporting
          Organization as defined in Article V; and

          (d)  Six (6) Directors nominated by the Internet
          Industry/User Supporting Organization, as defined
in Article
          V.

     In the event that any Supporting Organization entitled
to nominate Directors should cease to exist, the Board may
either (i) create one or more Supporting Organizations and
solicit nominees from those Supporting Organizations, or
(ii) solicit nominees from the existing Supporting
Organizations sufficient to fill any vacancies in the Board.

Comment:
The world, which includes the Internet, is known for change.
There should be a mechanism which allows for change to
bubble up from the minds of individual stakeholders, shareholders
in a Cooperative Corporation. Such a corporation would
allow for stakeholders to affect change at the board level
via petition, open call, etc.


    Notwithstanding anything herein to the contrary, no
elected or appointed official of a national overnment or a
multinational entity established by treaty or other
agreement between national governments shall be a Director.

In order to ensure equitable representation of all regions,
no more than one-half (1/2) of the total number of all
Directors serving at any given time shall be from any one
region.  [DEFINITION OF REGION REQUIRED HERE]
[SUGGESTIONS AS TO EXACTLY HOW THIS REQUIREMENT SHOULD BE
IMPLEMENTED ARE SOLICITED.]

Comment:
How does one insure regional equitability in a medium with
no geographic boundaries.  This limit appears arbitrary, and
limiting representation arbitrarily should be avoided.

Section 4.  CONFLICT OF INTEREST

     The Board, through a committee designated for that
purpose, shall require not less frequently than once a year
a statement from each Director setting forth all business
and other affiliations which relate in any way to the
business and other affiliations of the Corporation. Each
Director shall be responsible for disclosing to the
Corporation any matter that could reasonably be considered
to make such Director an "interested director" within the
meaning of Section 5233 of the CNPBCL.  In addition, each
Director shall disclose to the Corporation any relationship
or other
factor that could reasonably be considered to cause the
Director to be considered to be an "interested person"
within the meaning of Section 5227 of the CNPBCL. The Board
may adopt a policy specifically addressing Director and
Officer conflicts of interest.  No Director shall vote on
any
matter in which he or she has a material and direct interest
that will be affected by the outcome of the vote.

     Section 5.  ELECTION AND TERM

     Directors shall be elected at each annual meeting of
the Board to hold office until the end of their terms
pursuant to the procedures described in this section.  If an
annual meeting is not held or the Directors are not elected
at the annual meeting, they may be elected at any special
meeting of the Board held for that purpose.

Comment:
There appears to be no method outlined for allowing stakeholders
or shareholders to vote.  Since the Internet represents each
and every stakeholder who uses the Internet, there needs to be
a mechanism for allowing the "will" of the users (people) to
affect change at the Board level.

Each Director, including a member of the Initial Board and a
Director elected to fill a vacancy or elected at a special
meeting, shall hold office until expiration of the term for
which elected and until a successor has been elected and
qualified.  Prior to elections, the Board shall solicit
candidates from each Supporting Organization with an open
position on the Board.

Comment:
We are creating a parallel communications channel which empowers
individual users to voice their opinion in a way which provides them
with an actual means of affecting their future, as stakeholders.
Each person should be able to self-nominate, or nominate others.
Again, this is a benefit of a Cooperative Corporate structure.

The Supporting Organizations shall provide to the Board a
slate of candidates for consideration that includes at least