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ICANN Bylaws Amendment proposal

To: IFWP IFWP ORG <list@ifwp.org>
Subject: ICANN Bylaws Amendment proposal
From: Jeff Williams <jwkckid1@ix.netcom.com>
Date: Mon, 21 Sep 1998 23:37:44 +0100
CC: Iana Comments <comments@iana.org>, Ira Magaziner <Ira_C._Magaziner@oa.eop.gov>, Jon Postel <postel@ISI.EDU>, "DOMAIN-POLICY@LISTS.INTERNIC.NET" <DOMAIN-POLICY@LISTS.INTERNIC.NET>, Chuck Grooms <cgomes@INTERNIC.NET>
Organization: IEG. INC.

All,

  Attached is a text version of what we (INEG. INC.) see as the parts of the
ICANN Bylaws Proposal that we feel need amendment and/or complete
change.  This document is a point by point or Article/Section by Article/Section

formulated response to the ICANN proposal.

  This document is about +80k in length.

  Chuck Grooms, would you forward this on to Gabe and/or Don T. for his review
in that I do
not have their direct E-Mail address?

Kindest 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

INEG INC. Official response and proposed changes and/or amendments to
the ICANN joint IANA/NSI proposal on a point by point basis.

Note: Most of the points that we are recommending amendment or change entirely
are either in part or compellably in agreement with what the IFWP consensus that
had been reached at the IFWP conferences. Please bare this in mind when reading
these submitted recommendations to this draft.

Taken from:
DRAFT BYLAWS FOR INTERNET CORPORATION
FOR ASSIGNED NAMES AND NUMBERS

A California Nonprofit
Public Benefit Corporation

Comment: The previous Article I, entitled "Purposes,"
and the previous Article III, entitled "Scope of
Activities," were deleted as unnecessary and
duplicative of language already present in the Articles
of Incorporation.

ARTICLE II: MEMBERSHIP

(This Article is reserved for use should the Corporation elect to
have members in the future.)

Comment: This was added as a placeholder for any
membership language the Initial Board chooses to add.

* INEG INC. Response to Article II

This Article should be included as part of the bylaws from the very beginning of the
ICANN in keeping with the mandate of the White Paper, the consensus of
the IFWP conferences, and the draft bylaws proposal which NSI posted
some several weeks ago based on the IFWP consensus reached at
conferences.

Membership, especially Individual membership that is not encumbered by
excessive membership fees provides the only true mechanism for accountability
of the board and council directors to the stakeholders and user community. For
this overriding reason it is our contention that without a membership organization that
includes individual membership on an equal status with Supporting Organization
membership there is too much opportunity for abuse of authority by the
Board of Directors.

ARTICLE II Proposal.

Be it known that all of the internet community have the possibility of
becoming members of the ICANN on an equal basis with support
organizations in all facets of the management of any and all resources
here within these bylaws articles. That every internet user, is by
definition a stakeholder regardless of age, race, creed or previously present
condition of servitude. The they have the unabridged right of their
vote on an equal status and position as long as they are members
that can and should be exercised on any and all resolutions or
otherwise considerations the the Board of Directors,councils,
committees or other temporary or permanent bodies which are or may
become part of the ICANN now or in the future.

1.) Membership requirements (Individuals)

(a). All individuals that have an E-Mail address or a DN registered in
their name or the name of their employer shall be qualified
to become a member of the ICANN with equal an full voting
rights immediately upon joining the ICANN.

(b) Membership dues shall be free for all members that are under
the age of 18 years. They should have full voting rights
however. Upon turning the age of 18 years to maintain their
membership will be required.

(d) Membership dues can only be changed by a 2/3 (Two thirds)
majority vote of the membership, and will apply to the following year
of the change.

(e) Members should have the right to submit proposals to the board in
a predetermined form for consideration by all of the membership by
majority vote and cannot be overridden by the board.

(f) Any and all resolutions and/or other considerations that will or could have
and impact on the creation of TLD's, allocation of IP addresses,
introduction of protocols, definition of additional Supporting
organizations of addition thereof, definition of any DNS issues
other than TLD's, or addition or processes of RIR's should be
subject to Membership vote in a simple majority before enactment.

ARTICLE III: TRANSPARENCY AND PROCEDURES

Comment: This Article was substantially rewritten to
expand and clarify the notice and input rules under
which the new organization will function, and to
provide a mechanism for those affected by actions of
the Board to seek reconsideration. The details of any
reconsideration procedures, including the possible use
of neutral third parties, are left to the Board.

* INEG INC. Response to Article III

First we would like to express that this "Comment" as to transparency
is in and of itself in this language not any level or true transparency in our
opinion. It leaves a definition of "Transparency" compellably in the hands
of the board without and mechanism for accountability to the Internet community.
This is primarily due to the lack of a Membership Organization and in particular
Individual members.

Section 1. GENERAL

The Corporation and its subordinate entities shall operate to the
maximum extent feasible in an open and transparent manner and
consistent with procedures designed to ensure fairness. In
addition to the specific procedures set forth in these Bylaws,
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 a
publicly-accessible Internet World Wide Web site maintained by
the Corporation (the "Web Site"). 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.

*INEG. INC. Genereal comment to Section 1. GENERAL

Again, this seems to make the board all powerful and does not provide for
true accountability, which in and of itself is not representative of Transparency.

* INEG INC. suggested language is the following Section 1 General

The Initial Board along with the Supporting Organizations should jointly
develope with input from the Membership in resolution form, provide a general
Transparency and ethics statement. There should be several (At least 3)
resolutions form which the membership may vote upon. This voting
ability must be made available as an secure voting application available on
the ICANN web site (Known as the Web site). Any and all Board
members and supporting directors and/or members must provide
and E-Mail address for each member, and toll free direct phone number
by which members may contact these members directly. In addition
there must be a E-Mail list for the ICANN by which comments can be
submitted as well.

Section 2. ACCESS TO INFORMATION

The Board shall publish, at least annually, a report describing
its activities and including an audited financial statement and
describing any payments made by the Corporation to Directors
(other than reimbursements of expenses). All minutes of meetings
of the Board, Supporting Organizations (and any councils thereof)
and Committees shall be made publicly available immediately
following approval by the Board on the Web Site and otherwise.
Minutes shall be made available immediately following approval by
the Board; provided, however, that minutes relating to personnel
or employment matters, legal matters (to the extent the Board
determines is necessary or appropriate to protect the interests
of the Corporation), 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 shall not be disclosed. For any matters that the
Board determines not to disclose, the Board shall describe in
generic terms the reason for such nondisclosure.

* INEG INC. suggested language is the following Section 2

The Board shall publish, at least quarterly, a report describing
its activities and including an audited financial statement and
describing any payments made by the Corporation to Directors
(to include andy and all reimbursements of expenses). All minutes of meetings
of the Board, Supporting Organizations (and any councils thereof)
and Committees shall be made publicly available immediately
without approval by the Board on the Web Site and otherwise.
Minutes shall be made available immediately without approval by
the Board; provided, however, that minutes relating to personnel
or employment matters, (to the extent the Board
determines is necessary or appropriate to protect the interests
of the Corporation), matters that the Corporation is prohibited
by law or contract from disclosing publicly and other matters.
Complected disclosure of all legal matters will be made publicly available
on the ICANN web site as to meet full disclosure to the membership.

Section 4. BOARD RECONSIDERATION

The Board shall adopt policies and procedures through which a
party affected by an action of the Board can seek reconsideration
of any Board action. These policies and procedures may include
threshold standards or other requirements to protect against
frivolous or non-substantive use of the reconsideration process.
The Board may, in its sole discretion, provide for an independent
review process by a neutral third party.

* INEG INC. suggested language is the following Section 4

Any and all policies for reconsideration should require membership approval
by majority or super majority vote (2/3). These policies and procedures
should be developed by the Supporting Organizations and than submitted to
the membership for a majority vote in order to establish a standard for
the corporation. This should also apply to business behavior of board members
as well as directors of supporting organizations. Independent legal review
of these policies and procedures should be done prior to membership
voting upon them for passage. Any changes to these policies and/or
procedures will require a 2/3 vote by the membership prior to enactment.

ARTICLE IV: POWERS

Section 1. GENERAL POWERS

(a) Except as otherwise provided in the Articles of Incorporation
or these Bylaws (including Section 1(c) of Article VI which sets
forth responsibilities of Supporting Organizations), 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,
other than the Initial Board, may act by a majority vote of
Directors present at the meeting, subject to the quorum
requirements in Section 17 of Article V. Unless otherwise
provided herein or by law, the Initial Board may act by a vote of
two-thirds of all members of the Board. 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."

* INEG INC. would suggest the following language or amendment be
added to ARTICLE IV: POWERS

(a) That any and all powers that the Board may have or require, must
first be approved by the Membership by majority vote.
That this vote must take place within 60 days of submittal or consideration
in order to provide for some debate to transpire in order for the Board
of Directors to clarify their recommendation.

(b) The Corporation shall not act as a Domain Name System
Registry or Registrar or IP Address Registry in competition with
entities affected by the policies of the Corporation.

INEG INC. Comment to ARTICLE IV: POWERS (b)

We along with may others in a consensus vote at several IFWP conferences
find this a very troubling concern in that to enact this subsection "(b)" noted above
could easly have very dramatic effects of the security and stability in some
degree in the negative should a Registry in particular fail. This could cause
in some cases a significant number of users of the DNS system in particular
to be "Down" and/or unusable. In the case of IP registries, there is particular
concern that has been presented to the IANA and NSI and was expressed
in several occasions at the IFWP conferences that IP allocations were not
or in some cases still not allocated in an equitable manner by some of the RIR's
presently (Specifically ARIN and APNIC). Hence we would suggest that this
provision or subsection should be changed initially to the following:

INEG INC suggested language of subsection to ARTICLE IV (b)

That the ICANN have the ability to take over any DNS registry should their
be a business failure in the case of a registry to assume that registrys
functions. In addition the the ICANN have the ability to alternatively be able
to allocate IP addresses for any RIR and that this be an option to any party
requesting IP addresses. That the ICANN from within the relative Supporting
organization develope methods and procedures with the commercial or
non-commercial interests within the Internet community the ability to
"Rescue" any Root Server or RIR, of any function there unto pertaining
to a Root Server operator or an RIR or LIR should it become known
or considered that that RIR or LIR or Root server operator is operating
or conducting their responsibilities in a manner that is not in the best interests
of the User community. That a bi-annual in depth revise of these RIR's, LIR's
and Root Server operators take place based on some established procedures that are
developed or already in existence by the relevant Supporting Organizations and
approved by the Membership by majority vote. Membership participation should
be highly encouraged and utilized in developing these Operation standards as well.

(c) The Corporation shall not apply its standards, policies,
procedures or practices inequitable or single out any particular
party for disparate treatment unless justified by substantial and
reasonable cause.

INEG INC suggested additional language be added to this subsection for ARTICLE IV (c)

That a Hearing Board be convened regarding any disputes as to the practices
or procedures of any particular party or organization. That this Hearing Board
be headed by the President of ICANN or the DIrector of the SO in which this
or any particular dispute partaines to if appropriate. That the members of this
Hearing Board consist of randomly selected members of the membership
organization for each incident as they become apparent. That the results of
this Hearing Board be presented to the membership be presented along with a
statement of their decision which must be decided by a unanimous vote of
this Hearing Board to be made up of 12 members for each incident.

*INEG INC Comment to this proposed additional language.

It is our belief that in order to provide for fairness that this
additional language will help to insure that fairness and transparency is
provided for all.

ARTICLE V: 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 3(b) of
Article VI. 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 9(d) of this
Article. No At Large member of the Initial Board shall be
eligible for additional service on the Board until two years have
elapsed following the end of his or her term on the Initial
Board.

*INEG INC suggests that ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS
SECTION: 1 be changed or amended in the following manner:

The initial Board of Directors of the Corporation ("Initial
Board") shall consist of nine At Large members, the president.
(and the president be elected initially) and those directors that have
made their nomination publicly known on the (web site and by E-Mail)
accordance with these bylaws by Membership Organization. That they
be elected by the membership organization and the Supporting Organization(s)
by majority vote. Article VI. 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 Membership Organization 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.

Section 2. INITIAL BOARD MEMBERS SELECTED BY THE SUPPORTING
ORGANIZATIONS

Immediately upon the recognition of a Supporting Organization by
the Board pursuant to Section 3(b) of Article VI, 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.

*INEG INC suggests that Section 2 be amended or changed to the following:

Section 2. INITIAL BOARD MEMBERS ELECTED BY THE SUPPORTING
ORGANIZATIONS AND THE MEMBERSHIP ORGANIZATION

Immediately upon the VOTE of the Membership of a Supporting Organization by
the Membership Organization pursuant to amended Section 3(b) of Article VI, the
Board shall request that such Supporting Organization submit for
nomination, three persons to be directors. Upon receipt of such nominations,
the Membership Organization and the Supporting Organization
shall elect such persons as members of the Initial Board.

Section 3. NUMBER OF DIRECTORS AND ELECTION OF CHAIR

(a) The authorized number of Directors shall be no less than nine
(9) and no more than nineteen (19).

(b) The Board shall elect a Chair from among the Directors, not
including the President.

*INEG INC. recommends the amendment or change to Section 3 (b) as the following:

(b) The Membership shall elect a Chair from among the Directors,
including the President.

Section 4. QUALIFICATION OF DIRECTORS AFTER THE INITIAL BOARD

(a) Each Board after the Initial Board shall be comprised as
follows:

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

*INEG INC. recommends the amendment or change to Section 4 (i)

(i) Three (3) Directors nominated by the Address Supporting
Organization and the Membership Organization, as defined in
amended Article VI;

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

*INEG INC. recommends the amendment or change to Section 4 (ii)

(ii) Three (3) Directors nominated by the Domain Name
Supporting Organization and the Membership, as defined in
suggested amended Article VI;

(iii) Three (3) Directors nominated by the Protocol
Supporting Organization as defined in Article VI;

*INEG INC. recommends the amendment or change to Section 4 (iii)

(iii) Three (3) Directors nominated by the Protocol
Supporting Organization and the Membership Organization
as defined in suggested amended Article VI;

(iv) Nine (9) At Large Directors, selected pursuant to a
process to be established by a majority vote of all the At
Large Board members of the Initial Board; and

*INEG INC. recommends the amendment or change to Section 4 (iv)

(iv) Nine (9) At Large Directors, elected pursuant to a
by a majority vote of all the Membership Organization and the
Support organization(s) of the Initial Board; and

(v) The person who shall be, from time to time, the
President of the Corporation.

*INEG INC. recommends the amendment or change to Section 4 (v)

(v) The person who shall be, initially, the
President of the Corporation.

(b) The Initial Board, after soliciting and considering
suggestions from all interested parties, and after widely
publicizing through the Internet and otherwise its tentative
conclusions and considering comments thereon, and taking into
consideration the principles of balanced international
representation set forth in Section 6 of this Article V, shall
establish a final composition formula for those Boards following
the Initial Board, and the processes by which members of those
Boards shall be selected and removed, provided that this action
shall not be taken prior to the time that the directors selected
by the Supporting Organizations have been seated, or before June
1, 1999, whichever is sooner.

*INEG INC. recommends the amendment or change to Section 4 (b)

The Initial Board, after soliciting and considering
suggestions from all interested parties, and after widely
publicizing through the Internet and otherwise its tentative
conclusions and considering comments thereon, and taking into
consideration the principles of balanced international
representation set forth in suggested amended Section 6 of this Article V,
shall, under the Initial Boards supervision call for an election of the
permanent Board, SUpporting Organizations Directors. That this election
shall be done via E-Mail or directly voting form to be faxed into a
specified fax facility or can be mailed in via a form to be sent to all members
of the Membership Organization ant that such election shall be completed
no later than 30 days after announced date to be announced via E-Mail to
all members and posted on the corporate (Web Site).

Section 5. ADDITIONAL QUALIFICATIONS

Notwithstanding anything herein to the contrary, no official of a
national government or a multinational entity established by
treaty or other agreement between national governments may serve
as a Director. As used herein, the term "official" means a person
(a) who is elected by citizens of a nation or (b) who is employed
by such government or multinational entity and whose primary
function with such government or entity is to develop or
influence governmental or public policies.

Comment: In response to various suggestions, this
language has been simplified. Improvements that retain
the purpose but refine the language are welcome.

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 residents of
any one Geographic Region, and no more than two (2) of the
Directors nominated by each Supporting Organization shall be
residents of any one Geographic Region. As used herein, each of
the following shall be a "Geographic Region": Europe;
Asia/Australia/Pacific; South America/Central America/Caribbean
Islands; Africa; North America; Elsewhere. This Section shall be
reviewed by the Board from time to time (but at least every three
years) to determine whether any change is appropriate.

Internet may change dramatically over time; for
example, should India or China see their proportion of
Internet usage even begin to approach their proportion
of the worlds population, these regional descriptions
may have to be adjusted to reflect those changes. The
Board remains free to adjust the specifics of this
Section if necessary to meet the stated objective.

Section 7. CONFLICT OF INTEREST

The Board, through a committee designated for that purpose, shall
require a statement from each Director not less frequently than
once a year 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 California Nonprofit Public
Benefit Corporation Law ("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 8. DUTIES OF DIRECTORS

Directors shall serve as individuals who have the duty to act in
what they reasonably believe are the best interests of the
Corporation and not as representatives of their Supporting
Organizations, employers or any other organizations or
constituencies.

Section 9. ELECTION AND TERM

(a) 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. 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.
Notwithstanding the foregoing, each time a person is appointed as
President of the Corporation, the Board shall, at the time of
such appointment, elect such person to the Board to serve for as
*INEG INC. recommends the amendment or change to Section 8 (a) as follows:

(a) Directors shall be elected at each annual meeting of the
Membership to hold office until the end of their terms pursuant to the
suggested amended 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 members held for that
purpose. 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.
Notwithstanding the foregoing, each time a person is elected by the membership
as President of the Corporation, the Board shall, at the time of
such election, elect such person to the Board to serve for as
long as, but only as long as, such person holds the office of
President.

(b) Each Supporting Organization shall (i) select the Board
members to be nominated by that Supporting Organization through a
process determined by the Supporting Organization and ratified by
the Board, and (ii) notify the Board and the Secretary of the
Corporation in writing of those selections at least 30 days prior
to the date on which the Board votes on such nominee(s). The
Board shall elect as Directors the persons properly nominated by
the Supporting Organizations.

*INEG INC. recommends the amendment or change to Section 8 (b) as follows:

(b) Each Supporting Organization and the Membership shall (i) elect the Board
members to be nominated by that Supporting Organization through a
process determined by the Supporting Organization Membership
organization. and (ii) notify the Board and the Secretary of the
Corporation in writing of those selections at least 30 days prior
to the date on which the membership votes on such nominee(s). The
Membership shall elect as Directors the persons properly nominated by
the Supporting Organizations.

(c) At Large Board members other than those serving on the
Initial Board shall be elected by a process to be determined by a
majority vote of all At Large members of the Initial Board,
following solicitation of input from all interested parties and
consideration of all such suggestions. At a minimum, such a
process shall consist of nominations from Internet users,
industry participants, and organizations, and should give
consideration to such nominees. Unless a majority vote of the At
Large members of the Initial Board determines that it is not
practically feasible to define a membership structure, such
process shall call for election of At Large directors by one or
more categories of members of the Corporation admitted pursuant
to qualifications established by majority vote of the At Large
members of the Initial Board. Any process for election by members
shall provide an initial means for determining adequate support
for any nominee and establish qualifications for submission to
the membership.

*INEG INC. recommends the amendment or change to Section 8 (c) as follows:

(c) At Large Board members other than those serving on the
Initial Board shall be elected by majority vote of all members,
following solicitation of input from all interested parties and
consideration of all such suggestions. At a minimum, such a
process shall consist of nominations from Internet users,
industry participants, and organizations.

(d) The regular term of office of a Director (other than (i) the
person holding the office of President, who shall serve for as
long as, and only for as long as, such person holds the office of
President, and (ii) a member of the Initial Board, who shall
serve for the period specified in these bylaws) shall be three
(3) years. No Director may serve for more than two (2) terms.
Notwithstanding the foregoing, the three original Directors
nominated by any Supporting Organization shall be elected for
terms of one (1) year, two (2) years, and three (3) years,
respectively, with each term considered to have begun on October
1, 1998 regardless of when those original Directors actually take
office. Unless otherwise specified by the Board pursuant to
Section 4(B) of this Article, the terms of the first At Large
Directors elected to replace the At Large members of the Initial
Board shall be as follows: three such At Large Directors shall
serve a term of one (1) year, three such At Large Directors shall
serve a term of two (2) years, and three such At Large Directors
shall serve a term of three (3) years.

(e) Resources of the Corporation will not be expended in support
of any nominees campaign.

Section 10. RESIGNATION

Subject to Section 5226 of the CNPBCL, any Director may resign at
any time, either by oral tender of resignation at any meeting of
the Board (followed by prompt written notice to the Secretary of
the Corporation) or by giving written notice thereof to the
President or the Secretary of the Corporation. Such resignation
shall take effect at the time specified, and, unless otherwise
specified, the acceptance of such resignation shall not be
necessary to make it effective. The successor shall be elected
pursuant to Section 12 of this Article.

Section 11. REMOVAL OF A DIRECTOR

Any Director or Directors may be removed following notice and a
three-fourths (3/4) majority vote of all members of the Board;
provided, however, that the Director or Directors who are the
subject of the removal action shall not be entitled to vote on
such an action or be counted as a member of the Board when
calculating the required three-fourths (3/4) 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. A Director nominated by a Supporting
Organization can be recommended for removal by that Supporting
Organization through procedures adopted by that Supporting
Organization and ratified by the Board. Upon such recommendation
for removal, the Board shall vote to remove such Director. If the
Board seeks to remove more than one Director nominated by a
Supporting Organization or more than one At Large Director within
a four-month period, the Board must show reasonable cause for its
action.

Comment: The vote required to remove a Director was
changed from four-fifths to three-fourths in response
to various suggestions that the majority required was
impractical. A three-fourths majority seems large
enough to protect against arbitrariness, but still low
enough that it is conceivable that it could be used in
an appropriate case.

Section 12. VACANCIES

A vacancy or vacancies in the Board of Directors shall be deemed
to exist in the case of the death, resignation or removal of any
Director, if the authorized number of Directors is increased, if
a Supporting Organization shall fail to nominate its Directors
(other than Directors on the Initial Board) in accordance with
Section 9 of this Article, or if a Director has been declared of
unsound mind by a final order of court or convicted of a felony
or incarcerated for more than 90 days as a result of a criminal
conviction or has been found by final order or judgment of any
court to have breached a duty under Sections 5230 et seq. of the
CNPBCL. Any vacancy occurring on the Board of Directors shall be
filled in accordance with Section 9 of this Article at any
meeting of the Board occurring after such vacancy. A Director
elected to fill a vacancy on the Board shall serve for the
unexpired term of his or her predecessor in office and until a
successor has been selected and qualified. The replacement need
not hold the office, if any, of the removed Director. No
reduction of the authorized number of Directors shall have the
effect of removing a Director prior to the expiration of the
Directors term of office.

Comment: Language was added to reflect the fact that
not all jurisdictions use the term felony to describe a
serious crime.

Section 13. ANNUAL MEETING OF THE BOARD OF DIRECTORS

Annual meetings of the Board will be held for the purpose of
electing Directors, Officers and for the transaction of such
other business as may come before the meeting. The first annual
meeting will be held the last week of September 1999 or on such
other date as may be set by the Board. Subsequent annual meetings
shall be held as set by the Board not less than ten (10) nor more
than thirteen (13) months after the annual meeting held the prior
year. In the absence of designation, the annual meeting will be
held at the principal office of the Corporation. The annual
meeting will be open to the public, and to the extent
practicable, should be held in different locations around the
world on a regular basis. If the Board determines that it is
practical, the annual meeting should be distributed in real-time
and archived video and audio formats on the Internet.

*INEG INC suggests the following changes or amendment to Section 13.

Section 13. QUARTERLY MEETINGS OF THE BOARD OF DIRECTORS

Quarterly meetings of the Board will be held for the purpose of
oversight of the electing Directors, Officers and for the transaction of such
other business as may come before the meeting. The first Quarterly
meeting will be held the last week of September 1999 or on such
other date as may be set by the Board. Subsequent quarterly meetings
shall be held as set by the Board not less than ten (10) nor more
than thirteen (13) months after the annual meeting held the prior
year. In the absence of designation, the annual meeting will be
held at different locations in order to provide for the broadest
of participation of the Public. These Quarterly meetings
will be open to the public and all transcriptions will be made
available on the corporations (Web Site) and also video conferencing
will be made available to these meetings. If the Board determines that it is
practical, the annual meeting should be distributed in real-time
and archived video and audio formats on the Internet.

Section 14. REGULAR MEETINGS

Regular meetings of the Board will be held on dates to be
determined by the Board. In the absence of other designation,
regular meetings will be held at the principal office of the
Corporation.

*INEG INC suggests the following changes or amendment to Section 14 as follows:

Regular meetings of the Board will be held on dates to be
determined by the Board. In the absence of other designation,
regular meetings will be held at the principal office of the
Corporation. These meetings dates will be posted on the Corporations
(Web Site). All such regular meetings will have minutes taken and those
minutes made immediately available on the corporations (Web Site).

Section 15. SPECIAL MEETINGS

Special meetings of the Board may be called by or at the request
of one-quarter (1/4) of the members of the Board or by the
Chairperson of the Board or the President. A call for a special
meeting will be made in writing by the Secretary of the
Corporation. In the absence of designation, special meetings will
be held at the principal office of the Corporation.

*INEG INC suggests the following changes or amendment to Section 15 as follows:

Section 16. NOTICE OF MEETINGS

Notice of time and place of all meetings will be delivered
personally or by telephone or by electronic mail to each
Director, or sent by first-class mail (air mail for addresses
outside the United States) or facsimile, charges prepaid,
addressed to each Director at the Directors address as it is
shown on the records of the Corporation. In case the notice is
mailed, it will be deposited in the United States mail at least
fourteen (14) days before the time of the holding of the meeting,
and the Secretary of the Corporation shall cause each Director to
be notified by telephone or electronic mail within four (4) days
after the notice is mailed. In case the notice is delivered
personally or by telephone or facsimile or electronic mail it
will be delivered personally or by telephone or facsimile or
electronic mail at least seven (7) days before the time of the
holding of the meeting. Notwithstanding anything in this Section
16 to the contrary, notice of a meeting need not be given to any
Director who signed a waiver of notice or a written consent to
holding the meeting or an approval of the minutes thereof,
whether before or after the meeting, or who attends the meeting
without protesting, prior thereto or at its commencement, the
lack of notice to such Director. All such waivers, consents and
approvals shall be filed with the corporate records or made a
part of the minutes of the meetings.

Section 17. QUORUM

At all annual, regular and special meetings of the Board, a
majority of the total number of Directors then in office shall
constitute a quorum for the transaction of business, and the act
of a majority of the Directors present at any meeting at which
there is a quorum shall be the act of the Board, unless otherwise
provided herein or by law. If a quorum shall not be present at
any meeting of the Board, the Directors present thereat may
adjourn the meeting from time to time to another place, time or
date. If the meeting is adjourned for more than twenty-four (24)
hours, notice shall be given to those Directors not at the
meeting at the time of the adjournment.

Section 18. ACTION BY TELEPHONE MEETING

Members of the Board or any Committee of the Board may
participate in a meeting of the Board or Committee of the Board
through use of conference telephone or similar communications
equipment, provided that all Directors participating in such a
meeting can speak to and hear one another. Participation in a
meeting pursuant to this Section constitutes presence in person
at such meeting. The Corporation shall be required to make
available at the place of any meeting of the Board the
telecommunications equipment necessary to permit members of the
Board to participate by telephone.

Section 19. ACTION WITHOUT MEETING

Any action required or permitted to be taken by the Board or a
Committee of the Board may be taken without a meeting if all of
the Directors entitled to vote thereat shall individually or
collectively consent in writing to such action. Such written
consent shall have the same force and effect as the unanimous
vote of such Directors. Such written consent or consents shall be
filed with the minutes of the proceedings of the Board.

*INEG INC suggests the following changes or amendment to Section 19 as follows:

Only those actions that have to do with the internal activities of the Board,
or advisory committees shall be allowed without the Vote of the Membership.
any actionable item must be presented to the membership via E-Mail and
posted on the corporations (Web Site) as a votable resolution using a
Web Based Voting application for such resolutions. A predetermined
term must be provided for debate and suggestion and /or amendments to
said resolutions. Each amendment must also be subject to Membership
vote in simple majority. All Resolutions will be considered "Carried"
or approved if the membership votes in the simple majority, at which time
the Board and the Supporting organizations to which that specific resolution
predominantly pertains to are than mandated to implement and enact that
resolution/standard/policy.

Section 20. ELECTRONIC MAIL

If permitted under applicable law, communication by electronic
mail shall be considered equivalent to any communication
otherwise required to be in writing, except a written consent
authorized by Section 19 of this Article. The Corporation shall
take such steps as it deems appropriate under the circumstances
to assure itself that communications by electronic mail are
authentic.

Section 21. 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.

*INEG INC suggests the following changes or amendment to Section 21 as follows:

Every member of the organization shall have the right at any time to inspect
and copy any and all books, financial information of the corporation, or any
documents that are property of the corporation for their own personal
use, other than employee information. Every member shall have the right
upon predetermined notification to inspect the premises or physical properties
of the corporation without impunity.

Section 22. COMPENSATION

The Directors shall receive no compensation for their services as
Directors. The Board may, however, authorize the reimbursement of
actual and necessary reasonable expenses incurred by Directors
performing duties as Directors.

*INEG INC suggests the following changes or amendment to Section 22 as follows:

The Directors shall receive compensation to be determined by the Membership
by majority vote. Certain minimal standards as determined by industry excepted
standards shall serve as a minimum base for salary, with additional compensation
determined upon performance determined by the membership. The membership
will determine by majority vote any and all expenses based on minimal standards
that provide for the reasonable comfort of the Board and directors of the
Supporting organizations or Advisory board members incurred by Directors
performing duties as Directors.

ARTICLE VI: 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 and in such event
shall, by such two-thirds (2/3) vote, reallocate the positions on
the Board set forth in Section 4 of Article V. A Supporting
Organization may not have obligations to any other entity
inconsistent with its duties to the Corporation.

*INEG INC suggests the following changes or amendment to ARTICLE VI
Section 1. POWERS (a) are as follows:

(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 Membership
along with the already existing Supporting Organizations
shall by suggestion of the Board or submission officially of the
proposed "New" Supporting Organization, vote in the simple
majority the entry or otherwise consideration of this "New"
Supporting Organization.

(b) Each Supporting Organization shall be responsible for
nominating Directors for election to those seats on the Board
designated to be filled by each Supporting Organization.

*INEG INC suggests the following changes or amendment to ARTICLE VI
Section 1. POWERS (b) are as follows:

(b) Each Supporting Organization shall be responsible for
nominating Directors for election by the membership Organization
to be filled by each Supporting Organization.

(c) The Supporting Organizations shall be delegated the primary
responsibility for developing and recommending 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
recommendation 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 accept the
recommendations of a Supporting Organization if the Board finds that the
recommended action, policy or procedure (1) complies with the Articles and
Bylaws, (2) was arrived at through fair and open processes (including
permitting participation by representatives of other Supporting
Organizations if requested), (3) is not opposed by any of the other
Supporting Organizations, and (4) furthers the purposes of the Corporation.
If the Board declines to accept any such recommendation of a Supporting
Organization, it shall return the recommendation to the Supporting
Organization for further consideration, along with an explanation of the
reasons it declines to accept the recommendation. If, after reasonable
efforts, the Board does not receive a recommendation from a Supporting
Organization that meets the foregoing standards or, after attempting to
mediate any disputes or disagreements between Supporting Organizations,
receives conflicting recommendations from Supporting Organizations, and the
Board finds that there is a justification for prompt action, the Board may
initiate, amend or modify and then approve a specific action, policy or
procedure. Nothing in this Section 1 is intended to limit the general
powers of the Board or the Corporation to act on matters not within the
scope of a Supporting Organization or that the Board finds are necessary or
appropriate to further the purposes of the Corporation.

*INEG INC suggests the following changes or amendment to ARTICLE VI
Section 1. POWERS (c) are as follows:

(c) The Supporting Organizations along with the membership Organization
shall be delegated the primary responsibility for developing and recommending policies and procedures regarding those matters within their individual scope (as defined by the
Board in its recognition of each such Supporting Organization). All areas
shall be considered within the scope of the Membership Organization.
Any such recommendation forwarded to the Board by a Supporting Organization shall be
simultaneously transmitted to all other Supporting Organizations
and put forth as a resolution by which all of the membership may review
on the corporations (Web Site) prior to it's final form so that other considerations
or changes in the language or amendments can be suggested and posted to the
corporations (Web Site). A given amount of time to debate and determine
said amendments or suggestions will be set by the board, however such time
for debate and suggestion for the resolution and all proposed amendments should not
exceed 30 days. These debates should take place on an E-Mail list provided
for in some manner by the corporation open to all public input, member and non-member
alike. The Board may also put forth resolutions and amendments to resolutions
The Board shall accept the final form of the resolution once it has been voted upon by the
Membership and the Supporting Organization if the Board finds that the
recommended action, policy or procedure (1) complies with the Articles and
Bylaws, (2) was arrived at through fair and open processes (including
permitting participation by representatives of other Supporting
Organizations if requested), and the Membership in all cases
(3) is not opposed by any of the other
Supporting Organizations, and the Membership by majority vote and
(4) furthers the purposes of the Corporation.
The Board may not decline any voted upon resolution.

Section 2. QUALIFICATION FOR MEMBERSHIP IN A SUPPORTING ORGANIZATION

The Board shall review and, to the extent consistent with the purposes of
the Corporation and its Articles and Bylaws and the purposes of the
Supporting Organization, ratify any qualifications for membership adopted
by each of the Supporting Organizations. Any individual 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 Supporting Organization may adopt
membership structures, including multiple classes or categories of members,
that it deems appropriate for its effective functioning, consistent with
the foregoing. Each organization that qualifies to participate in a given
Supporting Organization shall designate one individual as its
representative.

*INEG INC suggests the following changes or amendment to ARTICLE VI
Section 2. QUALIFICATION FOR MEMBERSHIP IN A SUPPORTING ORGANIZATION
are as follows:

The Board shall be required to submit to the membership along or including any input or suggestion from the membership or the initial Supporting Organizations
qualifications for "New" Supporting Organizations accordance with the
Corporation and its (suggested amended) Articles and Bylaws and the purposes of the
Supporting Organization, along with the membership Organization by majority vote
ratify any qualifications for membership adopted by each of the Supporting Organizations.
Any individual 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 the Membership Organization determined by majority vote of the
Membership Organization. Each Supporting Organization may adopt
membership structures, including multiple classes or categories of members,
that it deems appropriate for its effective functioning, consistent with
the foregoing. Each organization that qualifies to participate in a given
Supporting Organization shall designate one individual as its
representative. That representative must than be elected by the Membership
Organization by majority vote. This vote to take place using a voting mechanism
that is available on the Corporations (Web Site) or via Mail of a voting form.
This vote to be taken within 30 days of the "New" Supporting Organizations
announcement of its proposed representative.

Section 3. DESCRIPTION AND QUALIFICATIONS

(a) There shall at least be the following Supporting Organizations:

*INEG INC suggests the following changes or amendment to ARTICLE VI
Section 3 (i) As Follows:

(i) The Address Supporting Organization shall be composed of
representatives from regional Internet address registries and any
entities with legitimate interests in these issues, as determined by
the Address Supporting Organization consistent with (Suggested Amended)
Section 2 of this Article and approved by the Membership by Majority vote.
The Address Supporting Organization shall create an Address Council to make recommendations to the Membership regarding the operation, assignment and
management of Internet addresses and other related subjects; The Membership
will also have the ability to propose either individually or through an ad-hoc
group proposes to the Address council in a predetermined form determined
by the Address council, as to resolutions for the assignment or related subjects
for policy and/or standards for addresses.

*INEG INC suggests the following changes or amendment to ARTICLE VI
Section 3 (ii) As Follows:

(ii) The Domain Name Supporting Organization shall be composed of
representatives from name registries and registrars of top-level
domains ("TLDs"), businesses and any entities that are users of the
Internet and any other entities with legitimate interests in these
issues, as determined by the Domain Name Supporting Organization
consistent with (Suggested Amended) Section 2 of this Article and
approved by the Membership by Majority Vote.
The Domain Name Supporting Organization shall create a Names Council
by which all members of this Names Council shall be elected by the Membership
by majority vote. Any individual may serve or be a candidate for this said
Names Council to make recommendations regarding TLDs, including operation,
assignment and management of the domain name system and other related
subjects; and any and all recommendations regarding TLD's, registries, registrars,
and /or policies or standards there unto pertaining will require the vote in majority
of the membership prior to enactment. The Names Council shall retain responsibility
as to the oversite of these TLD's, Registries, or Registrars and policies and/or
standards, and,

(iii) The Protocol Supporting Organization shall be composed of
representatives from Internet protocol organizations and any entities
with legitimate interests in these issues, as determined by the
Protocol Supporting Organization consistent with Section 2 of this
Article 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
parameters, such as port numbers, enterprise numbers, other technical
parameters and related subjects.

*INEG INC suggests the following changes or amendment to ARTICLE VI
Section 3 (iii) As Follows:

(iii) The Protocol Supporting Organization shall be composed of
representatives from Internet protocol organizations and any entities
with legitimate interests in these issues, as determined by the
Protocol Supporting Organization consistent with (Suggested Amended)
Section 2 of this Article and approved by the Membership by Majority vote.
. The Protocol Supporting Organization shall create a Protocol Council
by which all members of this Protocol Council to make shall be elected by
the Membership by majority vote. Any individual may serve and be a candidate
for this said Protocol Council to make recommendations regarding
regarding the operation, assignment and management of protocols,
parameters, such as port numbers, enterprise numbers, other technical
parameters and 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
3(a) of this Article VI, and, after requesting comments from and
considering the comments of existing organizations representing parties
interested in matters within the scope of the proposed Supporting
Organization, 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. The
application shall include, but not be limited to, a description of the
following in form and substance acceptable to the Board (and a commitment
to implement the matters described in the application): (i) membership or
participation criteria, (ii) methods for developing substantive Internet
policies to be recommended to the Board and selecting Board nominees, (iii)
open, transparent, fair and non-discriminatory processes (including
procedures for public attendance at appropriate meetings of the Supporting
Organization and for the participation of interested persons who may not be
members of the Supporting Organization in advisory committees of the
Supporting Organization), (iv) policies to ensure international and diverse
participation, (v) policies for disclosure to the Corporation by members of
or participants in a Supporting Organization council of conflicts of
interest or other financial interests in matters within the scope of the
Supporting Organization (such conflicts or interests, however, not
necessarily requiring abstention from action), and (vi) methods for funding
the Supporting Organization and providing funding for the Corporation.

*INEG INC suggests the following changes or amendment to ARTICLE VI
Section 3 (b) As Follows:

(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
(Suggested amended) 3(a) of this Article VI, and, after requesting comments from and
considering the comments of existing organizations representing parties
interested in matters within the scope of the proposed Supporting
Organization, and the Membership shall approve such application if it finds that it has been
organized in accordance with these ,(Amended)Bylaws and that its recognition would be
in the best interest, and serve the purposes, of the Corporation.

ARTICLE VII: 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:

*INEG INC suggests the following changes or amendment to ARTICLE VII
Section 1 COMMITTEES GENERALLY As Follows:

(a) The Board may recommend 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 recommended and approved by Majority Vote of the Membership
Committee members may be removed from a committee at any time by a two-thirds (2/3) majority vote of all membership; 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 membership 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 Membership. The Board may delegate to Committees
of the Board all legal authority of the Board except with respect to:

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

(ii) The amendment or repeal of Bylaws or the Articles of
Incorporation or the adoption of new Bylaws or Articles of
Incorporation;
*INEG INC suggests the following changes or amendment to ARTICLE VII
Section 1 (ii) COMMITTEES GENERALLY As Follows:

The amendment or repeal of Bylaws or the Articles of
Incorporation or the adoption of new Bylaws or Articles of
Incorporation must be approved by a 2/3 vote of the Membership.
The Board or the supporting Organizations may make recommendations
and/or propose resolutions to make amendments to the Bylaws or
Articles of Incorporation only. The Board and the Supporting Organizations
are bound by these Amendments.

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

*INEG INC suggests the following changes or amendment to ARTICLE VII
Section 1 (iii) COMMITTEES GENERALLY As Follows:

(iii) The amendment or repeal of any vote of the membership and
suggestion or recommendation of the Board or the Supporting
Organization which by its express terms is not so amendable or repealable;

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

*INEG INC suggests the following changes or amendment to ARTICLE VII
Section 1 (iv) COMMITTEES GENERALLY As Follows:

(iv) All committees are determined by majority vote of the Membership
upon recommendation of the Board and/or Supporting Organizations.

(v) 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 V 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.
*INEG INC suggests the following changes or amendment to ARTICLE VII
Section 1 (b) COMMITTEES GENERALLY As Follows:

(b) The Board shall have the recommend to the membership for their
vote in the Majority 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 Membership or such committee
shall otherwise provide, the regular and special meetings shall be governed
by the provisions of (Suggested Amended) Article V 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. In addition all minutes of such said meetings will
be posted on the corporations (Web Site) within a 24 hour period after the
meeting was conducted.

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.

*INEG INC suggests the following changes or amendment to ARTICLE VII
Section 2 COMMITTEES OF THE BOARD As Follows:

Anyone may be elected given they have the necessary basic requirements that the
board is recommending, by the Membership by majority vote. Each committee
of the Board shall consist of three or more members in which one it selected
by the remaining Committee members to be Director of that committee of
the Board. The Board may state a preference but has not right of determination
as to that selection by the Committee. Only the Membership upon recommendation
the Board or Support Organization may terminate any committee or the committee
it self may self terminate should their services no longer be needed, unless
otherwise determined upon the designation of that committee mandated statement
of purpose.

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.

There shall be at least the following Advisory Committees:

(a) There shall be a Governmental Advisory Committee. The initial
chair of the Governmental Advisory Committee shall be appointed by the
Board and shall hold that position until the election of his or her
successor; subsequent chairs shall be elected by the members of the
Governmental Advisory Committee pursuant to procedures adopted by such
members. Members of the Governmental Advisory Committee shall be
representatives of national governments, multinational governmental
organizations and treaty organizations, each of which may appoint one
representative to the Committee. The Governmental Advisory Committee
should consider and provide advice on the activities of the
Corporation as they relate to concerns of governments, particularly
matters where there may be an interaction between the Corporations
policies and various laws, and international agreements. The members
of the Governmental Advisory Committee should also provide a liaison
function between their governments or multinational governmental
organizations and the Corporation.

Comment: The membership criteria were clarified to make
clear that the relevant governmental entities could each
appoint a single representative to this Committee, and that
the Chairs following the initial Chair would be elected by
the members of the Committee.

(b) There shall be a DNS Root Server System Advisory Committee. The
initial chair of the DNS Root Server System Advisory Committee shall
be appointed by the Board; subsequent chairs shall be elected by the
members of the DNS Root Server System Advisory Committee pursuant to
procedures adopted by the members. The responsibility of the Root
Server System Advisory Committee shall be to advise the Board about
the operation of the root name servers of the domain name system. The
Root Server System Advisory Committee should consider and provide
advice on the operational requirements of root name servers, including
host hardware capacities, operating systems and name server software
versions, network connectivity and physical environment. The Root
Server System Advisory Committee should examine and advise on the
security aspects of the root name server system. Further, the Root
Server System Advisory Committee should review the number, location,
and distribution of root name servers considering the total system
performance, robustness, and reliability.

Comment: Language was added to make clear that the Chairs other
than the Initial Chair will be elected by the Committee members.

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.

*INEG INC suggests the following changes or amendment to ARTICLE VII
Section 7 COMPENSATION As Follows:

All Committees shall receive some Compensation that is to be based on
minimal industry standards, unless those members are serving on a strictly
voluntary basis or decline any compensation upon written statement to
such decline. The Membership Board shall recommend minimal compensation
guidelines and/or amounts for each committee member. The Membership shall
be required to vote on these requirements as part or separate to the determination
of these said committees or committee members.

ARTICLE VIII: OFFICERS

Section 1. OFFICERS

The officers of the Corporation will be 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
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 or Chief Technical Officer.

*INEG INC suggests the following changes or amendment to ARTICLE VIII
Section1 OFFICERS As Follows:

The officers of the Corporation will be 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
also have, upon the voted approval of the Membership, 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, but no more than two,
except that neither the Chairperson of the Board
nor the President may serve concurrently as the Secretary or the
Treasurer/Chief Financial Officer or Chief Technical Officer.

Section 2. ELECTION OF OFFICERS

The officers of the Corporation will be elected annually by the Board,
pursuant to the recommendation of the President. Each such officer 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.

*INEG INC suggests the following changes or amendment to ARTICLE VIII
Section 2 ELECTION OF OFFICERS As Follows:

The officers of the Corporation will be elected annually by the Membership.
Each such officer 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.

*INEG INC suggests the following changes or amendment to ARTICLE VIII
Section 3 REMOVAL OF OFFICERS As Follows:

Any Officer may be removed, either with or without cause, by a two-thirds
(2/3) majority vote of all the membership upon a complete review
oaf any and all circumstances. Should any vacancy
occur in any office as a result of death, resignation, removal,
disqualification or any other cause, the Board must call for and emergency
election by the membership within 15 working days of such an occupancy.

Section 4. PRESIDENT

The President will be the Chief Executive Officer (CEO) of the Corporation
in charge of all of its activities and business. All other officers and
staff shall report to the President or his or her delegate. 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.

Comment: Language was added to clarify that all officers and
staff of the Corporation report to the President, unless he or
she delegates that responsibility.

Section 5. 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 6. 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 Corporations annual budget. The CFO
shall coordinate and oversee the Corporations 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 7. 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 8. 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 9. 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 IX: 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 reasonably 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 X: 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:
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.

*INEG INC suggests the following changes or amendment to ARTICLE X
Section 1 CONTRACTS As Follows:

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 once that contract has been approved by the Membership
by majority vote. In the absence of a contrary Membership authorization,
contracts and instruments may only be executed by the following Officers:
President, any Vice President, or the CFO. Unless authorized or ratified by
the Membership, 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 XI: 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 Web Site and otherwise.

ARTICLE XII: AMENDMENTS

Except as otherwise provided in the Articles of Incorporation, the Articles
of Incorporation or 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 that these Bylaws shall
not be amended until the earlier of (i) June 1, 1999, or (ii) such date as
all three Supporting Organizations described in Section 3(A) of Article VI
have been formed, and Directors nominated by them have been seated, and
further provided that any provision requiring a vote of more than
two-thirds (2/3) of all members of the Board shall be changed only by such
larger vote. These Bylaws will be reviewed at least annually, or more often
if deemed necessary.

*INEG INC suggests the following changes or amendment to ARTICLE XII
As Follows:

Except as otherwise provided in the (Suggested Amended) Articles of Incorporation,
the Articles of Incorporation or 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 the membership. except that these Bylaws shall
not be amended (ii) such date as all three Supporting Organizations described
in (Suggested Amended) Section 3(A) of Article VI
have been formed, and Directors elected by them have been seated, and
further provided that any provision requiring a vote of more than
two-thirds (2/3) of all the membership, shall be changed only by such
larger vote. These Bylaws will be reviewed at least annually, or more often
if deemed necessary.

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