Stephen J. Page Comments to BY LAWS 2/3

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

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.

Comment:
Human rights organizations, legal rights organizations,
education-oriented groups, and more, should be encouraged to
actively participate.

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).

Comment:
More turnover in board membership would be a good thing, so
reducing the terms should be a priority.


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
therefor, 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.

Comment:
Stakeholders should be allowed to choose their leadership.

     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.

Comment:
The board should be accountable to all stakeholders, which
is why a cooperative makes sense.

     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.

Comment:
There appears to be too much voting power concentrated into
the hands 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.

Comment:
Minutes need to be published for transparency and openness.

   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.

Comment:
Are the meetings open?  They should be because of all of the
stakeholders which they represent.

   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.

Comment:
Are the special meetings open?  Again, they should be.

    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.

Comment:
There should be an open communications channel for publicizing and providing
all stakeholders with information.

     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.

Comment:
I like the idea of a larger quorum with telephonic meetings and
published minutes.

     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.

Comment:
This appears to hold the potential for a massive exercise of
power without notification to stakeholders of what is
happening.  This should be fixed.

    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.

Comment:
There should be public access to archived communications.

     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.

Comment:
If the corporation were a Cooperative Corporation, then each
shareholder has the right to inspection, or an organization
which represents the stakeholders should have that right
to inspect and publish its findings.

    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.

Comment:
The draft appears to have a possible loophole regarding
director compensation: Although directors aren't to be paid,
committee members can be paid. So, the directors could
create committees or a Committee of the Whole, appoint
themselves to it, and collect a committee fee.  This isn't
necessarily bad, but there should be oversight to insure
that there aren't self-appointed fee arrangements.

     Section 19.  Transparency

   The Corporation and the Supporting Organizations shall
operated to the maximum extent possible in an open and
transparent manner.

Comment:
This statement has no teeth.

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.

Comment:
This is too much power for the Board to have.  The Board serves
the stakeholders, not the other way around. The Board
should not be able to remove supporting organizations this
way.  If anything, the opposite should be true.

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.

Comment:
Fair and open means more than just fair and open between
organizations of the corporation and the board.  Without Cooperative
representation, it appears that this section lacks a focus
on fairness and openness to the individual stakeholders.

    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.

Comment:
The power to restrict is the issue. What is "no more restrictive than
necessary" mean?
What are the principles for "membership"?  An internet stakeholder is
anyone with a browser.  What is there to balance the power
of the Board to be "restrictive" (a counterbalance to central
command and control)?

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.

Comment:
This appears to be a commercial "supporting organization" model, where
commercial corporation's interests are represented.  What about
individual representation?  Board members are presumably
acting on behalf of all stakeholders, not just corporate interests.

Although it's pretty standard fare for this type of
organization for the title is more important than the
person, it should be noted that the Reston meeting came to a
completely different conclusion.

   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;

Comment: These are heavily network-engineering organizations with
historical contact with IANA.  ARIN, in particular, has been trusted
with allocating IP number assets to the marketplace for fees which are
generated from fees generated by ISPs' and their customers.  Where is
there representation from other stakeholders?  The unaccountable power
that ARIN wields is an unregulated monopoly which can economically
damage stakeholders with no apparent accountability under law,
because it controls "net oxygen" and is functioning in a deregulated
environment where IP numbers, which are the basic building block of
"Internet life" are provided with little oversight from stakeholders.

     (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