Stephen J. Page Comments to BY LAWS 3/3

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

Supporting
Organization  and approved by the Board.  The Domain Name
Supporting Organization shall create a Names Council to make
recommendations relating to top level (generic/global and
country-code) domains, including operation, assignment and
management of the domain name system;

Comment:  Who determines "legitimate interest"? Since domain names
are elements of language, is an organization like the Domain Name
Supporting Organization properly organized around the interests of
name registries/registrars?  Again, these organizations are heavily
skewed to include network engineers. Free speech experts, linguists, and
language structure experts should be represented as well.

       (c)  The Protocol Supporting Organization shall be
composed of representatives from Internet protocol
organizations.  Until such  time as there are additional
members in the Protocol Supporting Organization, Directors
representing this Supporting Organization shall be nominated
by the Internet Architecture Board.  The Protocol Supporting
Organization shall create a Protocol Council to make
recommendations relating to the management of protocol
numbers, port numbers and other technical parameters; and

Comment: Again, heavy on the engineers (highway builders) and
very thin on the user (browser drivers).

      (d)  The Industry/User Supporting Organization shall
be composed of representatives of organizations that
represent Internet  users.  The Industry/User Supporting
Organization shall create an Industry/User Council to make
recommendations relating to the advancement of the purposes
and capabilities of the Internet, the needs of Internet
users, and other matters concerning the use of the Internet.

Comment: So, three of the four governance Support Organizations
are skewed to the traditional designers, network architects,
and systems administrators, while one organization is left
to represent the interests of 6 Billion people, all either connected, or
potentially connected to the Internet?  Is this correct?  That ratio
reflects one of the following 1) a misunderstanding of where
the actual power lies (at the edge of the network in the minds of
the users), 2) disregard for the important voice of stakeholders,
3) an honest oversight that has gone unnoticed until now, 4) a
blatant attempt to centralize power.  This must be changed.
There should be, at a minimum Social Support Organization,
an Economic Support Organization, a Scientific Support Organization,
which would add 3 additional Support Organizations to the existing four,
which would balance the techno-centric viewpoint of the proposed
leadership with a real-world diversity.

ARTICLE VI:  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 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 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:

Comment:
Again, Board establishing committees concentrates too much
power in its hands.  There is no Balance of Power.  The
Board needs to serve the stakeholders, not the other way
around.

  (1)  The filling of vacancies on the Board or on any
       committee;

  (2)  The fixing of compensation of the Directors for
serving
       on the Board or on any committee;

Comment:
This contradicts the non-compensation clause earlier.

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

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

          (5)  The appointment of committees of the Board or
the
          members thereof;

          (6)  The expenditure of corporate funds to support
a nominee
          for Director after there are more people nominated
for
          Director than can be elected; or

          (7)  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 IV 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.

Comment:
Minutes should be public.

     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.

Comment:
What if the interests of the Board are in direct opposition
to the interests of 6 Billion people stakeholder group of existing
and potential Internet users worldwide?  Does the Board
terminate the Committee?  Can one person (chairperson) act in
opposition to all of those stakeholders? Again, a Cooperative
is a means for improving the "voice" of individual stakeholders
in the process.

     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.

Comment:
How do you define a member?  If the Internet were recognized to be
a cooperative that it really is, a "member" would be a "member" of
a Cooperative Corporation.


    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 may authorize compensation for service as a
member of a committee, but 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.

Comment:
If intellectual, experiential, educational energy is being
applied by people on the Board, and on committees, why shouldn't
there be equal compensation principles?  Work is work, brainpower
is brainpower.

ARTICLE VII:  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, 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.

Comment:
There seems to be missing roles for a Vice President, Strategy,
a Vice President of Marketing, a Vice President and General
Counsel, a Vice President of Customer Service, a Vice President of
Information Systems Service, a Vice President of Data Service,
and a Vice President of Interactive Services.  Each has something
valuable to bring to such an organization, which will be "in business".

     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.

Comment:
The power of the Board, again appears to be structured to centralize
the appointment (election?) of officers, controlled by the center,
who will be doing work to serve the constituents on "the edge".

     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.

Comment:
Officers are placed in the position of having to satisfy
"the Board", when in reality, they will be serving the "customers".
They should not be subject to Board removal if the interests
of the Board & the narrowly focused Supporting Organizations
(network engineers) run counter to the interests of the "users".

     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 of the
Corporation in charge of all of its activities and
business.  The President shall be entitled to attend any
meeting of the Board, and shall receive notice of such
meeting in accordance with Article IV, Section 12 of these
Bylaws, 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.

Comment:
This person will most likely be one of the most powerful persons
in the world, affecting the lives of all levels of constituents.
This is not a position which should be elected by narrow
interests, but with broad interests in mind, and broad participation.

     Section 6.  VICE PRESIDENTS

    Each Vice President, however titled, shall perform such
duties and services and shall have such authority and
responsibility as shall be assigned to or required from time
to time by the President or the Board.

     Section 7.  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 8.  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 the Corporation's funding sources,
including recommending assessments of Supporting
Organizations and other solicitations of funds.  The CFO
shall be responsible for all other matters relating to the
financial operation of the Corporation.

     Section 9.  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 10.  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.

Comment:
With all of the appointments by the Board, this is clearly
a "who you know" organization, which differs from a meritocracy.
The stakeholders deserve more of a meritocracy, which if it is
combined with a concept of a two-way communications channel, can
be a key element in developing an online channel for democracy.

     Section 11.  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.

Comment:
If I understand it, the money to pay the officers comes from
relationships with the Supporting Organizations (like trade
associations) which actually channel revenue to the Corporation
as bankcard networks channel revenue to Banks from the Point of Service
through member-bank and acquiring-bank relationships.  If so,
would it be a fair characterization of IANA as a VISA/Mastercard
equivalent in cyberspace?  If so, how does their structure fit the IANA
structure?
If not, how does this differ?

ARTICLE VIII:  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 IX:  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

     Subject to Article V hereof, 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 X:  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.

Comment:
The report should be made available to all stakeholders.

ARTICLE XI:  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. These Bylaws will
be reviewed at least annually,
or more often if deemed necessary.

Comment:
There doesn't appear to be a Balance of Power to "check" the power
of the Board.

ARTICLE XII:  INTENT

    These Bylaws are intended to be transitional in nature
and to aid in the initial governance of the Corporation.
These Bylaws are intended to be amended or replaced by the
Board within one (1) year after their adoption; provided,
however, that these Bylaws shall remain in full force and
effect until such time as they are amended or replaced.

The same questions arise.
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Stephen J. Page

(c) Copyright, 1998.  Stephen J. Page.