Since the posting for discussion of draft bylaws for a New IANA organization on July 17, 1998, a large number of comments and suggestions have been received. In addition, there was considerable discussion at INET 98 in Geneva, and the IFWP meeting that immediately followed it, on both the draft bylaws and the underlying organizational issues of the New IANA.
There are, not surprisingly, a wide variety of views on certain issues. The following revised set of draft bylaws attempts to incorporate this input, and where it could be identified as such, reflect the consensus view. Where no consensus was obvious, the draft offers the best ideas identified to deal with a particular issue. This draft, like its predecessor, is offered in the spirit of seeking input and consensus, and comments and suggestions are solicited.
In order to facilitate the comparison of this draft to the last draft, we highlight below the major changes:
1. In order to make clear that the New IANA should operate in a fully transparent way to the maximum extent possible, a new Article IV has been inserted, setting forth various requirements for public reporting about the activities of the New IANA, and charging the Initial Board with the responsibility to developing additional policies to enhance transparency about, and participation in, the activities of the organization.
2. There appears to be a consensus that the Supporting Organizations and their Councils should have the primary responsibility for proposing policies within their scope of operation. Articles V and VII set forth the presumption that the Board should defer to the Supporting Organizations and their Councils, while preserving the power of the Board to act on its own initiative in extraordinary circumstances.
3. There was a nearly universal lack of enthusiasm with the concept of an Industry/User Supporting Organization in the earlier draft. The principal objections were that (1) it was hard to see how such an Organization could be created that would adequately represent the range of potentially affected constituencies in the time available to participate with the Initial Board, and (2) that the structure of such an Organization did not provide an effective mechanism for ensuring membership on the Board by the persons of broad experience and high personal reputation that many believe would make a particularly valuable contribution to the very difficult work of the Initial Board. To meet these objections, the Initial Board was restructured to consist of nine persons (denominated At Large), to be joined after the creation of the New IANA by representatives of the three Supporting Organizations following their creation and recognition, and eventually by the President (when selected) of the New IANA. The Initial Board is then specifically charged with establishing the final composition formula for the Boards to follow it, and the means by which those Boards will be selected.
4. Section 6 of Article VI broadens the requirements that the Board be truly international by adding the requirement that no more than two of the Directors selected by a Supporting Organization can be from any single region of the world, with the definition of "region" still to be determined.
5. The earlier draft contemplated that the Board would select Board members of positions representing the three Supporting Organizations from a list of nominees submitted by those Supporting Organizations. Section 8 of Article VI makes it clear that the Supporting Organizations will each themselves select three nominees to the Board and that the Board will elect those nominees.
6. There was considerable discussion in Geneva, as there has been elsewhere, of whether the New IANA should be a membership organization, and if so, how it should operate. Ignoring for the moment any philosophical differences, the practical and logistical considerations impacted by such a decision are substantial, and seem unlikely to be resolved to a consensus in the time available to create the New IANA. Therefore, Section 3 of Article VII charges the Initial Board and the Supporting Organizations with the responsibility of considering whether there is a practical way to permit individual memberships or other forms of individual participation, and to create such mechanisms as they are determined to be practical and to advance the purposes of the New IANA.
Comments and suggestions for additional refinements of either the principles or language of this iteration of draft bylaws are solicited.
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 California Nonprofit Public Benefit Corporation Law ("CNPBCL").
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 CNPBCL with the public purposes described above, and it shall be nonprofit and nonpartisan. Notwithstanding any other provision of these Bylaws:
(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.
The Corporation and its subordinate entities shall operate to the maximum extent possible in an open and transparent manner. The board shall publish, at least annually, a report describing its activities and including an audited financial statement. Minutes of Board, Supporting Organization, Council and Committee meetings shall be made publicly available, through the Internet and otherwise. The Board shall post on a web page of the Corporation that is generally accessible to the public (i) in advance of each Board meeting, a notice of the fact and time that such meeting will be held and, to the extent known, an agenda for the meeting, and (ii) after minutes of a Board meeting are approved by the Board, copies of such minutes other than minutes relating to personnel or employment matters, legal matters, 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. In addition, 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 the Internet. 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.
ARTICLE V. POWERS
Section 1. GENERAL 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 16 of Article VI. 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."
Section 2. FEES AND CHARGES
The Board shall set fees and charges for the services provided by the Corporation. Each Supporting Organization shall propose a structure of fees and charges with respect to matters within its scope (as defined by the Board in its recognition of such Supporting Organization), but all such fees and charges shall be set by the Board, with the goal of full recovering the costs of the operation of the Corporation.
Once a Supporting Organization described in Article VII has been recognized by the Board, that Supporting Organization (through its Council) shall have the primary responsibility to initiate any action by the Board with respect to matters within the scope of the Supporting Organization (as defined by the Board in its recognition of such Supporting Organization) through proposals to the Board, and the Board shall adopt any such recommendations or proposals of the Supporting Organizations consistent with the standards set forth in Article VII, Section 1 (c); provided that the Board may take any action on its own initiative that it determines is required to carry out the purposes of the Corporation, to comply with any applicable law or to satisfy any legal duty of the Board or any Director (in his or her capacity as a Director).
ARTICLE VI. 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 4(B) of Article VII. 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 8(D) of this Article. No at large member of the Initial Board shall be eligible for additional service on the Board until one year has elapsed following the end of his or her term on the Initial Board.
Section 2. INITIAL BOARD MEMBERS SELECTED BY THE SUPPORTING ORGANIZATIONS
Immediately upon the recognition of a Supporting Organization by the Board pursuant to Section 4(B) of Article VII, 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.
Section 3. NUMBER OF DIRECTORS
The authorized number of Directors shall be no less than nine (9) and no more than nineteen (19) unless changed by amendment to these Bylaws by a two-thirds (2/3) majority vote of all the members of the Board.
Section 4. QUALIFICATION OF DIRECTORS AFTER THE INITIAL BOARD
(b) Three (3) Directors nominated by the Domain Name Supporting Organization, as defined in Article VII;
(c) Three (3) Directors nominated by the Protocol Supporting Organization as defined in Article VII;
(d) Nine (9) At Large Directors, selected pursuant to a process to be established by a majority vote of all the members of the Initial Board; and
(e) The person who shall be, from time to time, the President of the Corporation.
Notwithstanding anything herein to the contrary, no elected or appointed official of a national government or a multinational entity established by treaty or other agreement between national governments may serve as a Director.
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 from any one region, and no more than two (2) of the Directors nominated by each Supporting Organization shall be from any one region. [Regions to be mapped to some existing definition; suggestions are solicited.]
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 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. ELECTION AND TERM
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.
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 members of the Initial Board.
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) consecutive 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.
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, 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 11 of this Article.
Section 10. REMOVAL AND RECALL OF DIRECTOR
Any Director or Directors 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. A Director nominated by a Supporting Organization can be recommended for recall by that Supporting Organization through procedures adopted by that Supporting Organization and ratified by the Board. Upon such recommendation for recall, the Board shall vote to remove such Director.
Section 11. 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 8 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 shall be filled in accordance with Section 8 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 Director's term of office.
Section 12. 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 17 of this Article.
Section 13. 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.
Section 14. 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 15. 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 15 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 16. 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-third (1/3) of the number of authorized Directors.
Section 17. 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.
Section 18. 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 19. ELECTRONIC MAIL
Communication by electronic mail shall be considered equivalent to any communication otherwise required to be in writing, except a written consent authorized by Section 18 of this Article. The Corporation shall take such steps as it deems appropriate under the circumstances to assure itself that communications by electronic mail are authentic.
Section 20. RIGHTS OF INSPECTION
Every Director shall have the right at any reasonable time to inspect and copy all books, records and documents of every kind except where confidentiality would be violated, and to inspect the physical properties of the Corporation.
Section 21. COMPENSATION
The Directors shall receive no compensation for their services as Directors. The Board may, however, authorize the reimbursement of actual and necessary expenses incurred by Directors performing duties as Directors.
ARTICLE VII. SUPPORTING ORGANIZATIONS
Section 1. POWERS
B. Each Supporting Organizations shall be responsible for nominating Directors for election to those seats on the Board designated to be filled by each Supporting Organization.
C. The Supporting Organizations shall have the primary responsibility for proposing policies and procedures regarding those matters within their individual scope (as defined by the Board in its recognition of each such Supporting Organization). Any such proposals forwarded to the Board by a Supporting Organization shall be simultaneously transmitted to all other Supporting Organizations so that they may comment to the Board on such proposals. The Board shall approve policies and procedures proposed by a Supporting Organization if the Board finds that the proposed policies or procedures (1) comply with the Articles and Bylaws, (2) were arrived at through fair and open processes, and (3) further the purposes of the Corporation. If the Board declines to approve any such proposals of a Supporting Organization, it shall return the proposals to the Supporting Organization for further consideration, along with an explanation of the reasons it declines to approve the proposals. If, after reasonable efforts, the Board does not receive a proposal from a Supporting Organization that it finds acceptable, the Board may amend or modify and then approve a specific proposal by majority vote.
The Supporting Organizations shall constitute the primary funding sources for the Corporation in accordance with policies established by the Initial Board, which policies may be amended from time to time by the Board.
Section 3. QUALIFICATION FOR MEMBERSHIP IN A SUPPORTING ORGANIZATION
The Board shall review and ratify any qualifications for membership adopted by each of the Supporting Organizations, to the extent consistent with the purposes of the Corporation and its Articles and Bylaws and the purposes of the Supporting Organization. Any entity or organization that wishes to participate in a Supporting Organization may do so provided it meets the minimum qualifications adopted by the Supporting Organization and ratified by the Board. Each entity or organization that qualifies to participate in a given Supporting Organization shall designate one individual as its representative. The Initial Board shall, together with the Supporting Organizations, consider whether there is a practical way to permit individual memberships or other forms of individual participation in the Supporting Organizations and, in its sole discretion after consultation with the Supporting Organizations, may amend these Bylaws to permit such individual memberships or other participation if it finds that would advance the purposes of the Corporation.
Section 4. DESCRIPTION AND QUALIFICATIONS
(ii) The Domain Name Supporting Organization shall be composed of representatives from name registries and registrars of generic/global and country-code top-level domains ("TLDs") and other entities with legitimate interests in these issues, as determined by the Domain Name Supporting Organization and approved by the Board. The Domain Name Supporting Organization shall create a Names Council to make recommendations regarding top level (generic/global and country-code) domains, including operation, assignment and management of the domain name system and other related subjects; and
(iii) The Protocol Supporting
Organization shall be composed of representatives from Internet protocol
organizations and other entities with legitimate interests in these issues,
as determined by the Protocol Supporting Organization and approved by the
Board. The Protocol Supporting Organization shall create a Protocol
Council to make recommendations regarding the operation, assignment and
management of protocol numbers, port numbers and other technical parameters
and other related subjects.
Section 1. COMMITTEES GENERALLY
(2) The amendment or repeal of Bylaws or the adoption of new Bylaws;
(3) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;
(4) The appointment of committees of the Board or the members thereof;
(5) The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected; or
(6) The approval of any self-dealing transaction, as such transactions are defined in Section 5233(a) of the CNPBCL.
Only Directors may be appointed to a Committee of the Board. If a person appointed to a Committee of the Board ceases to be a Director, such person shall also cease to be a member of any Committee of the Board. Each Committee of the Board shall consist of two or more Directors. The Board may designate one or more Directors as alternate members of any such committee, who may replace any absent member at any meeting of the committee. The Board may terminate any Committee of the Board.
Section 3. ADVISORY COMMITTEES
The Board may appoint one or more Advisory Committees. Advisory Committee membership may consist of Directors only, Directors and nondirectors, or nondirectors only, and may also include nonvoting members and alternate members. Advisory Committees shall have no legal authority to act for the Corporation, but shall report their findings and recommendations to the Board.
Section 4. TERM OF OFFICE
The chairperson and each member of a committee shall serve until his or her successor is appointed, or until such committee is sooner terminated, or until he or she is removed, resigns, or otherwise ceases to qualify as a member of the committee.
Section 5. QUORUM; MEETINGS
A majority of the members of the committee shall constitute a quorum at any meeting of that committee. Each committee shall meet as often as is necessary to perform its duties.
Section 6. VACANCIES
Vacancies on any committee shall be filled in the same manner as provided in the case of original appointments.
Section 7. COMPENSATION
The Board Shall not authorize compensation for service as a member of a committee except by a two-thirds (2/3) vote of all members of the Board, but in any event no such compensation shall be authorized for a Director. The Board may, however, authorize the reimbursement of actual and necessary expenses incurred by committee members, including Directors, performing their duties as committee members.
ARTICLE IX: OFFICERS
Section 1. OFFICERS
The officers of the Corporation will be Chairperson of the Board, a President (who will serve as Chief Executive Officer), a Chief Technology Officer, a Vice President, a Secretary, and a Treasurer/Chief Financial Officer. The Corporation may have also have at the discretion of the Board, a Vice Chairperson, a General Counsel, one or more additional Vice Presidents, one or more additional Assistant Secretaries, and one or more Assistant Treasurers. Any person may hold more than one office, except that neither the Chairperson of the Board nor the President may serve concurrently as the Secretary or the Treasurer/Chief Financial Officer.
Section 2. ELECTION OF OFFICERS
The officers of the Corporation will be elected annually by the Board, and each shall hold his or her office until he or she resigns, is removed, is otherwise disqualified to serve, or his or her successor is elected.
Section 3. REMOVAL OF OFFICERS
Any Officer may be removed, either with or without cause, by a two-thirds (2/3) majority vote of all the members of the Board. Should any vacancy occur in any office as a result of death, resignation, removal, disqualification or any other cause, the Board may delegate the powers and duties of such office to any Officer or to any Director until such time as a successor for the office has been elected.
Section 4. CHAIRPERSON OF THE BOARD
The Chairperson of the Board shall preside at all meetings of the Board, shall have the usual powers of a presiding officer and shall have such other duties as may be prescribed by the Board.
Section 5. PRESIDENT
The President will be the Chief Executive Officer ("CEO") of the Corporation in charge of all of its activities and business. The President shall serve as a member of the Board, and shall be entitled to attend any meeting of any committee. The President shall report annually to the Board on the current state of the Corporation and plans for the future. The President shall submit to the Board the annual budget of the Corporation for the next fiscal year at least three (3) months prior to the commencement of the fiscal year. The President will be empowered to call special meetings of the Board as set forth herein, and shall discharge all other duties as may be required by these Bylaws and from time to time may be assigned by the Board.
Section 6. SECRETARY
The Secretary shall keep or cause to be kept the minutes of the Board in one or more books provided for that purpose, will see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, and in general perform all duties as from time to time may be prescribed by the President or the Board.
Section 7. TREASURER/CHIEF FINANCIAL OFFICER
The Treasurer/Chief Financial Officer ("CFO") shall be the Chief Financial Officer of the Corporation. If required by the Board, the CFO shall give a bond for the faithful discharge of his or her duties in such form and with such surety or sureties as the Board shall determine. The CFO shall have charge and custody of all the funds of the Corporation and shall keep or cause to be kept, in books belonging to the Corporation, full and accurate amounts of all receipts and disbursements, and shall deposit all money and other valuable effects in the name of the Corporation in such depositories as may be designated for that purpose by the Board. The CFO shall disburse the funds of the Corporation as may be ordered by the Board or the President and, whenever requested by them, shall deliver to the Board and the President an account of all his or her transactions as CFO and of the financial condition of the Corporation. The CFO shall be responsible for the Corporation's financial planning and forecasting and shall assist the President in the preparation of the Corporation's annual budget. The CFO shall coordinate and oversee the Corporation's funding, including any audits or other reviews of the Corporation or its Supporting Organizations. The CFO shall be responsible for all other matters relating to the financial operation of the Corporation.
Section 8. CHIEF TECHNOLOGY OFFICER
The Chief Technology Officer shall advise the Board and the President on engineering and other technical issues related to the matters which they consider.
Section 9. ASSISTANT OFFICERS
Officers and Assistant Officers, in addition to those hereinabove described, who are elected or appointed by the Board, shall perform such duties as will be assigned to them by the President or the Board.
Section 10. COMPENSATION AND EXPENSES
The compensation of any Officer of the Corporation shall be approved by the Board. Expenses incurred in connection with performance of their officer duties may be reimbursed to Officers upon approval of the President (in the case of Officers other than the President) or the Board.
ARTICLE X: INDEMNIFICATION OF DIRECTORS, OFFICERS EMPLOYEES AND OTHER AGENTS
The Corporation shall, to maximum extent permitted by the CNPBCL, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonable incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the Corporation. For purposes of this Article, an "agent" of the Corporation includes any person who is or was a Director, Officer, employee or any other agent of the Corporation; or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise. The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status a such, whether or not this Corporation would have the power to indemnify the agent against that liability under the provisions of this Article.
ARTICLE XI: GENERAL PROVISIONS
Section 1. CONTRACTS
The Board may authorize any Officer or Officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. In the absence of a contrary Board authorization, contracts and instruments may only be executed by the following Officers: Chairperson of the Board, President, any Vice President, or the CFO. Unless authorized or ratified by the Board, no other Officer, agent or employee shall have any power or authority to bind the Corporation or to render it liable for any debts or obligations.
Section 2. DEPOSITS
All funds of the Corporation not otherwise employed will be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select.
Section 3. CHECKS
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation will be signed by such Officer or Officers, agent or agents, of the Corporation and in such a manner as shall from time to time be determined by resolution of the Board.
Section 4. LOANS
No loans will be made by or to this Corporation and no evidences of indebtedness will be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances; provided, however, that no loans will be made by the Corporation to its Directors or Officers.
ARTICLE XII: ACCOUNTING YEAR AND TAX AUDIT
Section 1. ACCOUNTING
The fiscal year end of the Corporation shall be determined by the Board.
Section 2. AUDIT
At the end of the fiscal year, the books of the Corporation will be closed and audited by certified public accountants. The appointment of the fiscal auditors will be the responsibility of the Board.
Section 3. ANNUAL REPORT AND ANNUAL STATEMENT
The CFO shall cause the annual report and the annual statement of certain transactions as required by the CNPBCL to be prepared and sent to each member of the Board and to such other persons as the Board may designate, no later than one hundred twenty (120) days after the close of the Corporation's fiscal year. The annual report and annual statement will also be made publicly available, on the Internet and otherwise.
ARTICLE XIII: AMENDMENTS
The Bylaws of the Corporation may be altered, amended, or repealed and new Bylaws adopted only upon action by two-thirds (2/3) majority vote of all members of the Board, except as provided in Article XIV below. These Bylaws will be reviewed at least annually, or more often if deemed necessary.
ARTICLE XIV: INTENT
These Bylaws are intended to be transitional in nature and to aid in the initial governance of the Corporation. The Initial Board, acting by a vote of a majority of all the members of the Board, shall review and revise these Bylaws as it considers appropriate by October 1, 1999, provided that this deadline may be extended to October 1, 2000 by a vote of a majority of all the members of the Board, and provided further that these Bylaws shall remain in full force and effect until such time as they are amended or replaced.
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