[bc-gnso] regarding Jeff Neuman's motion to amend ICANN Bylaws

[Steve DelBianco <sdelbianco@xxxxxxxxxxxxx>]

Regrading Jeff's motion that we are discussing now:

Here are the ICANN Bylaws  -- with Jeff's amendment in GREEN:

ARTICLE X: GENERIC NAMES SUPPORTING ORGANIZATION

Section 1. DESCRIPTION

There shall be a policy-development body known as the Generic Names Supporting 
Organization (GNSO), which shall be responsible for developing and recommending 
to the ICANN Board substantive policies relating to generic top-level domains. 
The GNSO is also responsible for providing advice to the ICANN Board on the 
implementation of policies relating to gTLDs.

[add section requiring a formal consultation process if Board determines to 
take action not consistent with GNSO advice]

Section 2. ORGANIZATION

The GNSO shall consist of:

(i) A number of Constituencies, where applicable, organized within the 
Stakeholder Groups as described in Section 5 of this 
Article<http://www.icann.org/en/about/governance/bylaws#X-5>;

(ii) Four Stakeholder Groups organized within Houses as described inSection 5 
of this Article<http://www.icann.org/en/about/governance/bylaws#X-5>;

(iii) Two Houses within the GNSO Council as described in Section 3(8) of this 
Article<http://www.icann.org/en/about/governance/bylaws#X-3.8>; and

(iv) a GNSO Council responsible for managing the policy development process of 
the GNSO, as described in Section 3 of this 
Article<http://www.icann.org/en/about/governance/bylaws#X-3>.

Except as otherwise defined in these Bylaws, the four Stakeholder Groups and 
the Constituencies will be responsible for defining their own charters with the 
approval of their members and of the ICANN Board of Directors.

Section 3. GNSO COUNCIL

1. Subject to the provisions of Transition Article XX, Section 5 of these 
Bylaws<http://www.icann.org/en/about/governance/bylaws#XX-5> and as described 
in Section 5 of Article X<http://www.icann.org/en/about/governance/bylaws#X-5>, 
the GNSO Council shall consist of:

a. three representatives selected from the Registries Stakeholder Group;

b. three representatives selected from the Registrars Stakeholder Group;

c. six representatives selected from the Commercial Stakeholder Group;

d. six representatives selected from the Non-Commercial Stakeholder Group; and

e. three representatives selected by the ICANN Nominating Committee, one of 
which shall be non-voting, but otherwise entitled to participate on equal 
footing with other members of the GNSO Council including, e.g. the making and 
seconding of motions and of serving as Chair if elected. One Nominating 
Committee Appointee voting representative shall be assigned to each House (as 
described in Section 3(8) of this 
Article<http://www.icann.org/en/about/governance/bylaws#X-3.8>) by the 
Nominating Committee.

No individual representative may hold more than one seat on the GNSOCouncil at 
the same time.

Stakeholder Groups should, in their charters, ensure their representation on 
the GNSO Council is as diverse as possible and practicable, including 
considerations of geography, GNSO Constituency, sector, ability and gender.

There may also be liaisons to the GNSO Council from other ICANNSupporting 
Organizations and/or Advisory Committees, from time to time. The appointing 
organization shall designate, revoke, or change its liaison on the GNSO Council 
by providing written notice to the Chair of the GNSOCouncil and to the ICANN 
Secretary. Liaisons shall not be members of or entitled to vote, to make or 
second motions, or to serve as an officer on theGNSO Council, but otherwise 
liaisons shall be entitled to participate on equal footing with members of the 
GNSO Council.

2. Subject to the provisions of the Transition Article XX, and Section 5 of 
these Bylaws<http://www.icann.org/en/about/governance/bylaws#XX-5>, the regular 
term of each GNSO Council member shall begin at the conclusion of an ICANN 
annual meeting and shall end at the conclusion of the second ICANN annual 
meeting thereafter. The regular term of two representatives selected from 
Stakeholder Groups with three Council seats shall begin in even-numbered years 
and the regular term of the other representative selected from that Stakeholder 
Group shall begin in odd-numbered years. The regular term of three 
representatives selected from Stakeholder Groups with six Council seats shall 
begin in even-numbered years and the regular term of the other three 
representatives selected from that Stakeholder Group shall begin in 
odd-numbered years. The regular term of one of the three members selected by 
the Nominating Committee shall begin in even-numbered years and the regular 
term of the other two of the three members selected by the Nominating Committee 
shall begin in odd-numbered years. Each GNSO Council member shall hold office 
during his or her regular term and until a successor has been selected and 
qualified or until that member resigns or is removed in accordance with these 
Bylaws.

Except in a "special circumstance," such as, but not limited to, meeting 
geographic or other diversity requirements defined in the Stakeholder Group 
charters, where no alternative representative is available to serve, no Council 
member may be selected to serve more than two consecutive terms, in such a 
special circumstance a Council member may serve one additional term. For these 
purposes, a person selected to fill a vacancy in a term shall not be deemed to 
have served that term. A former Council member who has served two consecutive 
terms must remain out of office for one full term prior to serving any 
subsequent term as Council member. A "special circumstance" is defined in the 
GNSO Operating Procedures.

3. A vacancy on the GNSO Council shall be deemed to exist in the case of the 
death, resignation, or removal of any member. Vacancies shall be filled for the 
unexpired term by the appropriate Nominating Committee or Stakeholder Group 
that selected the member holding the position before the vacancy occurred by 
giving the GNSO Secretariat written notice of its selection. Procedures for 
handling Stakeholder Group-appointed GNSOCouncil member vacancies, 
resignations, and removals are prescribed in the applicable Stakeholder Group 
Charter.

A GNSO Council member selected by the Nominating Committee may be removed for 
cause: i) stated by a three-fourths (3/4) vote of all members of the applicable 
House to which the Nominating Committee appointee is assigned; or ii) stated by 
a three-fourths (3/4) vote of all members of each House in the case of the 
non-voting Nominating Committee appointee (seeSection 3(8) of this 
Article<http://www.icann.org/en/about/governance/bylaws#X-3.8>). Such removal 
shall be subject to reversal by theICANN Board on appeal by the affected GNSO 
Council member.

4. The GNSO Council is responsible for managing the policy development process 
of the GNSO. It shall adopt such procedures (the "GNSOOperating Procedures") as 
it sees fit to carry out that responsibility, provided that such procedures are 
approved by a majority vote of each House. The GNSO Operating Procedures shall 
be effective upon the expiration of a twenty-one (21) day public comment 
period, and shall be subject to Board oversight and review. Until any 
modifications are recommended by the GNSO Council, the applicable procedures 
shall be as set forth in Section 6 of this 
Article<http://www.icann.org/en/about/governance/bylaws#X-6>.

5. No more than one officer, director or employee of any particular corporation 
or other organization (including its subsidiaries and affiliates) shall serve 
on the GNSO Council at any given time.

6. The GNSO shall make selections to fill Seats 13 and 14 on the ICANNBoard by 
written ballot or by action at a meeting. Each of the two voting Houses of the 
GNSO, as described in Section 3(8) of this 
Article<http://www.icann.org/en/about/governance/bylaws#X-3.8>, shall make a 
selection to fill one of two ICANN Board seats, as outlined below; any such 
selection must have affirmative votes compromising sixty percent (60%) of all 
the respective voting House members:

a. the Contracted Party House shall select a representative to fill Seat 13; and

b. the Non-Contracted Party House shall select a representative to fill Seat 14

Election procedures are defined in the GNSO Operating Procedures.

Notification of the Board seat selections shall be given by the GNSO Chair in 
writing to the ICANN Secretary, consistent with Article VI, Sections 
8(4)<http://www.icann.org/en/about/governance/bylaws#VI-8.4>and 
12(1)<http://www.icann.org/en/about/governance/bylaws#VI-12.1>.

7. The GNSO Council shall select the GNSO Chair for a term the GNSOCouncil 
specifies, but not longer than one year. Each House (as described in Section 
3.8 of this Article<http://www.icann.org/en/about/governance/bylaws#X-3.8>) 
shall select a Vice-Chair, who will be a Vice-Chair of the whole of the GNSO 
Council, for a term the GNSO Council specifies, but not longer than one year. 
The procedures for selecting the Chair and any other officers are contained in 
the GNSO Operating Procedures. In the event that the GNSO Council has not 
elected a GNSOChair by the end of the previous Chair's term, the Vice-Chairs 
will serve as Interim GNSO Co-Chairs until a successful election can be held.

8. Except as otherwise required in these Bylaws, for voting purposes, theGNSO 
Council (see Section 3(1) of this 
Article<http://www.icann.org/en/about/governance/bylaws#X-3.1>) shall be 
organized into a bicameral House structure as described below:

a. the Contracted Parties House includes the Registries Stakeholder Group 
(three members), the Registrars Stakeholder Group (three members), and one 
voting member appointed by the ICANN Nominating Committee for a total of seven 
voting members; and

b. the Non Contracted Parties House includes the Commercial Stakeholder Group 
(six members), the Non-Commercial Stakeholder Group (six members), and one 
voting member appointed by the ICANN Nominating Committee to that House for a 
total of thirteen voting members.

Except as otherwise specified in these Bylaws, each member of a voting House is 
entitled to cast one vote in each separate matter before the GNSOCouncil.

9. Except as otherwise specified in these Bylaws, Annex 
A<http://www.icann.org/en/about/governance/bylaws#AnnexA> hereto, or theGNSO 
Operating Procedures, the default threshold to pass a GNSOCouncil motion or 
other voting action requires a simple majority vote of each House. The voting 
thresholds described below shall apply to the following GNSO actions:

a. Create an Issues Report: requires an affirmative vote of more than 
one-fourth (1/4) vote of each House or majority of one House.

b. Initiate a Policy Development Process ("PDP") Within Scope (as described in 
Annex A<http://www.icann.org/en/about/governance/bylaws#AnnexA>): requires an 
affirmative vote of more than one-third (1/3) of each House or more than 
two-thirds (2/3) of one House.

c. Initiate a PDP Not Within Scope: requires an affirmative vote of GNSO 
Supermajority.

d. Approve a PDP Team Charter for a PDP Within Scope: requires an affirmative 
vote of more than one-third (1/3) of each House or more than two-thirds (2/3) 
of one House.

e. Approve a PDP Team Charter for a PDP Not Within Scope: requires an 
affirmative vote of a GNSOSupermajority.

f. Changes to an Approved PDP Team Charter: For anyPDP Team Charter approved 
under d. or e. above, theGNSO Council may approve an amendment to the Charter 
through a simple majority vote of each House.

g. Terminate a PDP: Once initiated, and prior to the publication of a Final 
Report, the GNSO Council may terminate a PDP only for significant cause, upon a 
motion that passes with a GNSO Supermajority Vote in favor of termination.

h. Approve a PDP Recommendation Without a GNSOSupermajority: requires an 
affirmative vote of a majority of each House and further requires that one GNSO 
Council member representative of at least 3 of the 4 Stakeholder Groups 
supports the Recommendation.

i. Approve a PDP Recommendation With a GNSOSupermajority: requires an 
affirmative vote of a GNSOSupermajority,

j. Approve a PDP Recommendation Imposing New Obligations on Certain Contracting 
Parties: where anICANN contract provision specifies that "a two-thirds vote of 
the council" demonstrates the presence of a consensus, theGNSO Supermajority 
vote threshold will have to be met or exceeded.

k. Modification of Approved PDP Recommendation: Prior to Final Approval by the 
ICANN Board, an Approved PDPRecommendation may be modified or amended by 
theGNSO Council with a GNSO Supermajority vote.

l. A "GNSO Supermajority" shall mean: (a) two-thirds (2/3) of the Council 
members of each House, or (b) three-fourths (3/4) of one House and a majority 
of the other House."