ARTICLES OF INCORPORATION
1. The name of this corporation is Internet Corporation for Assigned Names and Numbers (the "Corporation").
Comment: This name has not met with universal acclaim, and there is apparently strong sentiment for continuing to use the name Internet Assigned Numbers Authority and the acronym IANA. Whatever the formal name of the Corporation, the historical names are embedded in many documents and addresses throughout the Internet, and thus will continue to be used by the new Corporation as appropriate in carrying out its responsibilities. Given this, the practical solution may be simply to continue for the time being use of the historical name. Reactions are invited.
2. The name of the Corporation's initial agent for service of process in the State of California, United States of America is C T Corporation System.
3. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law for charitable and public purposes. The Corporation is organized, and will be operated, exclusively for charitable, educational, and scientific purposes within the meaning of § 501 (c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or the corresponding provision of any future United States tax code. Any reference in these Articles to the Code shall include the corresponding provisions of any further United States tax code. In furtherance of the foregoing purposes, and in recognition of the fact that the Internet is an international network of networks, owned by no single nation, individual or organization, the Corporation shall, except as limited by Article 5 hereof, pursue the charitable and public purposes of lessening the burdens of government and promoting the global public interest in 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) performing and overseeing functions related to the coordination of the Internet Protocol ("IP") address space; (iii) performing and overseeing functions related to the coordination of the Internet domain name system ("DNS"), including the development of policies for determining the circumstances under which new top-level domains are added to the DNS root system; (iv) overseeing operation of the authoritative Internet DNS root server system; and (v) engaging in any other related lawful activity in furtherance of items (i) through (iv).
Comment: Language was added to recognize the unique character of the Internet and the relevance of that fact to the Corporation's activities. With respect to the jurisdiction of incorporation, after careful review of various alternatives (including especially Delaware, which was suggested by several comments), it appears that California is the most attractive jurisdiction for incorporation of this organization in its current structure. California has a reasonably well-defined nonprofit corporation jurisprudence that clearly allows the corporate structure set forth in the bylaws, while Delaware's non-profit jurisprudence is less well-developed and thus less clear. Because of this, and the reasons contained in earlier iterations of these bylaws, the election was made to stay with California as the state of incorporation. Or course, the Board could revisit this at any time in the future that it determined it was appropriate to do so.
4. The Corporation shall operate for the benefit of the Internet community as a whole, carrying out its activities with due regard for applicable local and international law and, to the extent appropriate and consistent with these Articles and its Bylaws, through open and transparent processes that enable competition and open entry in Internet-related markets.
Comment: This language was added in response to various suggestions to recognize the special nature of this organization and the general principles under which it will operate.
5. Notwithstanding any other provision (other than Article 8) of these Articles:
a. The Corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from United States income tax under § 501 (c)(3) of the Code or (ii) by a corporation, contributions to which are deductible under § 170 (c)(2) of the 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 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 Article 3 hereof.
e. In no event shall the Corporation be controlled directly or indirectly by one or more "disqualified persons" (as defined in § 4946 of the Code) other than foundation managers and other than one or more organizations described in paragraph (1) or (2) of § 509 (a) of the Code.
6. To the full extent permitted by the California Nonprofit Public Benefit Corporation Law or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its members, should the Corporation elect to have members in the future, for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article 5 shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.
7. Upon the dissolution of the Corporation, the Corporation's assets shall be distributed for one or more of the exempt purposes set forth in Article 3 hereof and, if possible, to a § 501 (c)(3) organization organized and operated exclusively to lessen the burdens of government and promote the global public interest in the operational stability of the Internet, or shall be distributed to a governmental entity for such purposes, or for such other charitable and public purposes that lessen the burdens of government by providing for the operational stability of the Internet. 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.
8. Notwithstanding anything to the contrary in these Articles, if the Corporation determines that it will not be treated as a corporation exempt from federal income tax under § 501(c)(3) of the Code, all references herein to § 501(c)(3) of the Code shall be deemed to refer to § 501(c)(6) of the Code and Article 5(a)(ii), (b), (c) and (e) shall be deemed not to be a part of these Articles.
9. These Articles may be amended by the affirmative vote of at least two-thirds of the directors of the Corporation. Should the Corporation elect to have members, any such amendment must be ratified by a two-thirds (2/3) majority of the members voting on any proposed amendment.
Comment: This language was changed to make clear that, in the event the Corporation elects to have members, a strong consensus of those members must approve any amendment to these Articles proposed by the Board.