A BY LAWS PROPOSAL FOR DISCUSSION
After receiving many suggestions
to consolidate the principles in the earlier discussion drafts that IANA
has issued, the following is a set of draft bylaws for a new organization
that essentially put in legal form the principles contained in the earlier
documents. These are offered as an aid to further discussion and
comment, and not intended to reflect anything other than the principles
previously set forth. Comments and suggestions on all aspects of
this document are welcomed and encouraged. IANA would expect to issue
new drafts based on the comments received directly and the results of the
discussions at the Geneva and subsequent meetings.
DRAFT BYLAWS FOR A NEW IANA
A California Nonprofit Public
Benefit Corporation
ARTICLE I: PURPOSES
This corporation (the "Corporation") is established for the purposes specified in its Articles of Incorporation. These purposes include maintaining the operational stability of the Internet by: (i) coordinating the assignment of Internet technical parameters as needed to maintain universal connectivity on the Internet; (ii) managing and performing functions related to the coordination of the Internet address space; (iii) managing and performing functions related to the coordination of the Internet domain name system, including overseeing policies for determining the circumstances under which new top-level domains are added to the root system; (iv) overseeing operation of the authoritative Internet root server system; (v) engaging in any other lawful activity in furtherance of items (i) through (iv); and (vi) engaging in any other lawful act or activity for which a corporation may be organized under the Nonprofit Public Benefit Corporation Law.
ARTICLE II: OFFICES AND SEAL
Section 1. OFFICES
The principal office for the transaction of the business of the Corporation will be in the County of Los Angeles, State of California. The Corporation may also have an additional office or offices within or outside the State of California as the Board of Directors (the "Board") may from time to time establish.
Section 2. SEAL
The Board may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE III: SCOPE OF ACTIVITIES
Section 1. CHARITABLE PURPOSE AND DISTRIBUTION UPON DISSOLUTION
The property of the Corporation is irrevocably dedicated to charitable, scientific, literary and/or educational purposes and no part of the net income or assets of the Corporation shall ever inure to the benefit of any Director, Officer or member thereof or to benefit of any private person (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more purposes). Upon the dissolution of the Corporation, the Corporation's assets shall be distributed for one or more of the exempt purposes set forth in the Articles of Incorporation and, if possible, to a 501 (c)(3)organization organized and operated exclusively to lessen the burdens of government by providing for the operation of the Internet by developing and maintaining the stability of the Internet infrastructure, or shall be distributed to the Federal government, or a state government, for such purposes, or for such other charitable and public purposes that lessen the burdens of government by providing for the operation and stability of Intranet infrastructure. Any assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as such court shall determine, that are organized and operated exclusively for such purposes, unless no such corporation exists, and in such case any assets not disposed of shall be distributed to a 501(c)(3) corporation chosen by such court.
Section 2. NON-PARTISAN ACTIVITIES
The Corporation has been formed under the California Nonprofit Public Benefit Corporation Law ("CNPBCL") with the public purposes described above, and it shall be nonprofit and nonpartisan. Notwithstanding any other provision of these Bylaws:
(a) The Corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from Federal income tax under 501 (c)(3) of the Internal Revenue Code or (ii) by a corporation, contributions to which are deductible under 170 (c)(2) of the Internal Revenue Code.
(b) No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall be empowered to make the election under 501 (h) of the Internal Revenue Code.
(c) The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
(d) No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, directors, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation.
(e) In no event shall the Corporation be controlled directly or indirectly
by one or more "disqualified persons" (as defined in 4946 of the Internal
Revenue Code) other than foundation managers and other than one or more
organizations described in paragraph (1) or (2) of 509 (a) of the Internal
Revenue Code.
ARTICLE IV: STRUCTURE
Section 1. POWERS
Except as otherwise provided in the Articles of Incorporation or these Bylaws, the powers of the Corporation will be exercised, its property controlled and its business and affairs conducted by or under the direction of the Board. Unless otherwise provided herein or by law, the Board may act by a majority vote of Directors present at the meeting, subject to the quorum requirements in Section 13 of this Article. Any references herein to a vote of the Board shall consider only those members present at the meeting unless otherwise provided herein by reference to "all of the members of the Board."
[TWO ALTERNATIVE PROVISIONS WITH RESPECT TO THE INITIAL BOARD ARE PRESENTED BELOW. THE FIRST CALLS FOR THE INITIAL BOARD TO SERVE A FIXED TERM, AND FOR THAT TERM TO END UPON THE ELECTION OF THE FIRST PERMANENT BOARD. THIS EMPHASIZES THE INTERIM NATURE OF THE INITIAL BOARD, BUT RESULTS IN NO CONTINUITY BETWEEN THE INITIAL BOARD AND THE FIRST PERMANENT BOARD. THE SECOND ALTERNATIVE PRESENTED CALLS FOR STAGGERED TERMS FOR THE INITIAL BOARD, TO ALLOW A GRADUAL TRANSITION AND EMPHASIZES CONTINUITY. REASONABLE ARGUMENTS COULD BE MADE FOR EITHER APPROACH, AND THUS BOTH ARE SET FORTH HERE WITH THE INTENTION OF PROMPTING A DISCUSSION OVER THE RELATIVE MERITS OF EACH APPROACH. OF COURSE, AS IS THE CASE WITH THIS ENTIRE DOCUMENT, DIFFERENT APPROACHES ARE ALSO SOLICITED.]
Section 2. INITIAL BOARD OF DIRECTORS
Alternative A.
The Initial Board of Directors of the Corporation ("Initial Board") shall
consist of no fewer than five and no more than 15 directors. It shall
serve for a single term of one (1) year, unless the Initial Board shall
vote by a two-thirds (2/3) majority vote of all the members of the Board
to extend the term of the Initial Board for an additional period of
no more than six (6) months.
No member of the Initial Board shall be eligible for election to the Board
following his or her term on the Initial Board.
Alternative B.
The Initial Board of Directors of the Corporation ("Initial Board") shall
consist of no fewer than five (5) and no more than 15 directors.
It shall serve for a single term of one (1) year, unless the Initial Board
shall vote by a 2/3 majority to extend the term of the Initial Board for
an additional period of no more than six (6) months. At such time
of the end
of the Initial Board's term,
five (5) of the then existing members of the Initial Board will remain
as members of the successor Board ("Temporary Board Members") for one (1)
additional year (or such shorter time as the Board shall determine by majority
vote), with full voting rights and all the powers and obligations of the
new members of the successor Board. The identity of the Initial Board
members who will fill the Temporary Board Member positions will be determined
by the Board.
[THE RESOLUTION OF THE INITIAL BOARD TERM ISSUES WILL IMPACT CERTAIN OF THE FOLLOWING PROVISIONS. FOR EASE OF DRAFTING, THE FOLLOWING PROVISIONS WILL ASSUME THAT ALTERNATIVE A IS EVENTUALLY SELECTED. IF SOME DIFFERENT PROVISION IS SELECTED, THE NECESSARY ADJUSTMENTS WILL HAVE TO BE MADE.]
Section 3. NUMBER AND QUALIFICATION OF DIRECTORS AFTER THE INITIAL BOARD
The authorized number of Directors shall not be less than nine (9) nor more than seventeen (17) unless changed by amendment to these Bylaws by a two-thirds (2/3) majority vote of all the members of the Board. The authorized number of Directors shall be fifteen (15) until changed as provided in this Section. Each Board after the Initial Board shall be comprised as follows:
(a) Three (3) Directors nominated by the Address Supporting Organization, as defined in Article V;
(b) Three (3) Directors nominated by the Domain Name Supporting Organization, as defined in Article V;
(c) Three (3) Directors nominated by the Protocol Supporting Organization as defined in Article V; and
(d) Six (6) Directors nominated by the Internet Industry/User Supporting Organization, as defined in Article V.
In the event that any Supporting Organization entitled to nominate Directors should cease to exist, the Board may either (i) create one or more Supporting Organizations and solicit nominees from those Supporting Organizations, or (ii) solicit nominees from the existing Supporting Organizations sufficient to fill any vacancies in the Board.
Notwithstanding anything herein to the contrary, no elected or appointed official of a national government or a multinational entity established by treaty or other agreement between national governments shall be a Director.
In order to ensure equitable representation of all regions, no more than one-half (1/2) of the total number of all Directors serving at any given time shall be from any one region. [DEFINITION OF REGION REQUIRED HERE] [SUGGESTIONS AS TO EXACTLY HOW THIS REQUIREMENT SHOULD BE IMPLEMENTED ARE SOLICITED.]
Section 4. CONFLICT OF INTEREST
The Board, through a committee designated for that purpose, shall require not less frequently than once a year a statement from each Director setting forth all business and other affiliations which relate in any way to the business and other affiliations of the Corporation. Each Director shall be responsible for disclosing to the Corporation any matter that could reasonably be considered to make such Director an "interested director" within the meaning of Section 5233 of the CNPBCL. In addition, each Director shall disclose to the Corporation any relationship or other factor that could reasonably be considered to cause the Director to be considered to be an "interested person" within the meaning of Section 5227 of the CNPBCL. The Board may adopt a policy specifically addressing Director and Officer conflicts of interest. No Director shall vote on any matter in which he or she has a material and direct interest that will be affected by the outcome of the vote.
Section 5. ELECTION AND TERM
Directors shall be elected at each annual meeting of the Board to hold office until the end of their terms pursuant to the procedures described in this section. If an annual meeting is not held or the Directors are not elected at the annual meeting, they may be elected at any special meeting of the Board held for that purpose. Each Director, including a member of the Initial Board and a Director elected to fill a vacancy or elected at a special meeting, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified. Prior to elections, the Board shall solicit candidates from each Supporting Organization with an open position on the Board. The Supporting Organizations shall provide to the Board a slate of candidates for consideration that includes at least twice as many candidates as there are open positions on the Board for that Supporting Organization. Nominated candidates should represent the broad and diverse interests of the Internet community, including but not limited to, address registries, protocol and domain name registries, domain name registrars, the technical community, Internet users, and geographic diversity. The Board shall elect the Directors from the slate of candidates that are nominated by each of the Supporting Organizations that are entitled to fill an open position on the Board; provided, however, that after any such election the number of Directors from each Supporting Organization shall not be greater than as set forth in Section 3 of this Article.
The regular term of office of a Director other than a member of the Initial Board shall be three (3) years. Any Directors may serve additional terms provided that the total years of continuous service shall not exceed six (6). Notwithstanding the foregoing, the terms of the Directors serving on the first Board elected after the Initial Board shall be as follows: five Directors (one nominee of the Address Supporting Organization, one nominee of the Domain Name Supporting Organization, one nominee of the Protocol Supporting Organization, and two nominees of the Industry/User Supporting Organization) shall serve a term of one (1) year; five Directors (one nominee of the Address Supporting Organization, one nominee of the Domain Name Supporting Organization, one nominee of the Protocol Organization, and two nominees of the Industry/User Supporting Organization) shall serve a term on two (2) years; and five directors (one nominee of the Address Supporting Organization, one nominee of the Domain Name Supporting Organization, one nominee of the Protocol Supporting Organization, and two nominees of the Industry/User Supporting Organization) shall serve a term of three (3) years.
Section 6. 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 or by
giving written notice thereof to the President or the Secretary of the
Corporation. Such resignation shall take effect at the time specified
therefore, and, unless otherwise specified, the acceptance of such
resignation shall not be
necessary to make it effective. If the resignation of a Director
is effective at a future time, the Board may elect a successor to take
office as of the date when the resignation becomes effective. The
successor shall be elected pursuant to Section 7 of this Article.
Section 7. REMOVAL OF DIRECTOR
Any Director may be removed following notice and a four-fifths (4/5) 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 four-fifths (4/5) 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.
Section 8. 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 slate of candidates in accordance with Section
5 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 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
will be filled by a majority vote of all members of the Board. A
Director appointed 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 successor shall be elected from a slate
of candidates nominated by the Supporting Organization represented by the
predecessor Director, unless the vacancy is created with respect to a member
of the Initial Board or by the failure of a Supporting Organization to
nominate its slate of Directors pursuant to Section 5 of this Article,
in which case the Board shall elect another Director by majority vote of
all members of the Board. 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 Director's term of office.
Section 9. 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 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 pursuant to Section 14 of this Article.
Section 10. REGULAR MEETINGS
Regular meetings of the Board will be held at least semi-annually, on dates to be determined by the Board. In the absence of designation, regular meetings will be held at the principal office of the Corporation.
Section 11. 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.
Section 12. 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 Director's 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 12 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 13. QUORUM
At all 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. Notwithstanding the foregoing, a quorum shall not be less than one-fifth (1/5) of the number of authorized Directors.
Section 14. 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 hear one another. Participation in a meeting pursuant to this Section constitutes presence in person at such meeting.
Section 15. 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.
Section 16. ELECTRONIC MAIL
Communication by electronic mail shall be considered equivalent to any communication otherwise required to be in writing, except a written consent authorized by Section 15 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 17. RIGHTS OF INSPECTION
Every Director shall have the right at any reasonable time to inspect and copy all books, records and documents of every kind except where confidentiality would be violated, and to inspect the physical properties of the Corporation.
Section 18. COMPENSATION
The Directors shall receive no compensation for their services as Directors. The Board may, however, authorize the reimbursement of actual and necessary expenses incurred by Directors performing duties as Directors.
Section 19. Transparency
The Corporation and the Supporting Organizations shall operated to the maximum extent possible in an open and transparent manner.
ARTICLE V: SUPPORTING ORGANIZATIONS
Section 1. POWERS
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, or remove existing, Supporting Organizations by a two-thirds (2/3) majority vote of all members of the Board. The Supporting Organizations shall be responsible for nominating Directors for election to the Board and for proposing policies and procedures regarding the governance and operation of the Corporation as well as the general Internet infrastructure. Any proposals forwarded to the Board by a Supporting Organization shall be simultaneously transmitted to all other Supporting Organizations so that they may comment to the Board on such proposals. The Board shall approve policies and procedures proposed by the Supporting Organizations subject to review for (1) compliance with the articles and Bylaws, (2) compliance with fair and open processes for generating the proposals, and (3) absence of unresolved conflicts between Supporting Organizations. The Supporting Organizations also shall constitute the primary funding sources for the Corporation in accordance with policies established by the Board.
Section 2. QUALIFICATION FOR MEMBERSHIP IN A SUPPORTING ORGANIZATION
The Board, by a two-thirds (2/3) majority vote of all members of the Board, shall develop and adopt the minimum qualifications for membership in each of the Supporting Organizations. These qualifications may be amended from time to time by a two-thirds (2/3) majority vote of all the members of the Board. Any entity or organization that wishes to participate in a Supporting Organization may do so provided it meets the minimum qualifications developed by the Board and any additional qualifications adopted by the Supporting Organization and approved by the Board. Each Supporting Organization shall have the right to adopt qualifications for membership in that organization, subject to approval by the Board to insure that they are no more restrictive than necessary. Except where stated above, each entity or organization that qualifies to participate in a given Supporting Organization shall designate one individual as its representative. The Supporting Organization shall establish procedures to determine the nominees for such Supporting Organization's open positions on the Board. The Supporting Organization shall provide its nominations to the Board at least 60 days prior to the date on which the Board vote to fill such positions will occur.
Section 3. DESCRIPTION AND QUALIFICATIONS
There shall at least be the following Supporting Organizations:
(a) The Address Supporting Organization shall be composed of representatives from regional Internet address registries and other entities or individuals with legitimate interests in these issues, as determined by the Address Supporting Organization and approved by the Board. Until such time as there are additional members in the Address Supporting Organization, Directors representing this Supporting Organization shall by nominated by the American Registry for Internet Numbers ("ARIN"), the Asia Pacific Network Information Center ("APNIC") and Reseaux IP Europeens ("RIPE-NCC"). The Address Supporting Organization shall create an Address Council to make recommendations relating to the assignment of Internet addresses;
(b) The Domain Name Supporting Organization shall be composed of representatives from name registries and registrars of generic/global and country-code top-level domains ("TLDs") and other entities with legitimate interests in these issues, as determined by the Domain Name Supporting Organization and approved by the Board. The Domain Name Supporting Organization shall create a Names Council to make recommendations relating to top level (generic/global and country-code) domains, including operation, assignment and management of the domain name system;
(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
(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.
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:
(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;
(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.
Section 2. COMMITTEES OF THE BOARD
Only Directors may be appointed to a Committee of the Board. If a person appointed to a Committee of the Board ceases to be a Director, such person shall also cease to be a member of any Committee of the Board. Each Committee of the Board shall consist of two or more Directors. The Board may designate one or more Directors as alternate members of any such committee, who may replace any absent member at any meeting of the committee. The Board may terminate any Committee of the Board.
Section 3. ADVISORY COMMITTEES
The Board may appoint one or more Advisory Committees. Advisory Committee membership may consist of Directors only, Directors and nondirectors, or nondirectors only, and may also include nonvoting members and alternate members. Advisory Committees shall have no legal authority to act for the Corporation, but shall report their findings and recommendations to the Board.
Section 4. TERM OF OFFICE
The chairperson and each member of a committee shall serve until his or her successor is appointed, or until such committee is sooner terminated, or until he or she is removed, resigns, or otherwise ceases to qualify as a member of the committee.
Section 5. QUORUM; MEETINGS
A majority of the members of the committee shall constitute a quorum at any meeting of that committee. Each committee shall meet as often as is necessary to perform its duties.
Section 6. VACANCIES
Vacancies on any committee shall be filled in the same manner as provided in the case of original appointments.
Section 7. COMPENSATION
The Board 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.
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.
Section 2. ELECTION OF OFFICERS
The officers of the Corporation will be elected annually by the Board, and each shall hold his or her office until he or she resigns, is removed, is otherwise disqualified to serve, or his or her successor is elected.
Section 3. REMOVAL OF OFFICERS
Any Officer may be removed either with or without cause by a two-thirds (2/3) majority vote of all the members of the Board. Should any vacancy occur in any office as a result of death, resignation, removal, disqualification or any other cause, the Board may delegate the powers and duties of such office to any Officer or to any Director until such time as a successor for the office has been elected.
Section 4. CHAIRPERSON OF THE BOARD
The Chairperson of the Board shall preside at all meetings of the Board, shall have the usual powers of a presiding officer and shall have such other duties as may be prescribed by the Board.
Section 5. PRESIDENT
The President will be the Chief Executive Officer 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.
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.
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.
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.
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.
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.