[atlarge-discuss] by-law draft

[Michael Geist <mgeist@netcom.ca>]

Below please find a very early draft of potential by-laws for the 
organization -- they seek to incorporate the best of the suggestions 
thus far.  There are some elements that are likely inapplicable, 
while some issues that are not addressed probably should be. 
Feedback is strongly encouraged.  I thought this was available online 
but I can't seem to find the archive.

I can send an MS word version to anyone interested.

MG

A By-law relating generally to the transaction of the business and affairs of
ICANNATLARGE.ORG INCORPORATED
(hereinafter referred to as the "Corporation")

TABLE OF CONTENTS


Section

 1.	NAME AND DEFINITIONS

 2.	OBJECT OF THE CORPORATION

 3.	BUSINESS OF THE CORPORATION

 4.	BOARD OF DIRECTORS

 5.	ELECTIONS OF BOARD MEMBERS

 6.	OFFICERS

 7.	DUTIES OF OFFICERS

 8.	CONDITIONS OF MEMBERSHIP

 9.	MEETINGS OF MEMBERS

10.	AMENDMENT OF BY-LAW

11.	EFFECTIVE DATE

 SECTION ONE
NAME AND DEFINITIONS

1.01	Name.  The Corporation shall be known as: ICANNATLARGE.ORG INCORPORATED

1.02	Definitions. In this By-law and in all other By-Laws and 
resolutions of the Corporation, unless the context otherwise 
specifies or requires, the following terms shall have the following 
meanings:

"By-laws" shall mean this By-law and all other by-laws of the 
Corporation in effect from time to time;

"Board" shall mean the board of directors of the Corporation;

"Director" or "Directors" shall mean any one or more individuals, 
respectively, who from time to time have been duly elected or 
appointed to serve on the Board and includes "Global Director(s) and 
"Regional Director(s)", unless otherwise stated ;

"Electronic means" shall mean electronic mail, transmission of data 
or information through computer systems, electronic networks, wire or 
wireless systems, or any other similar means, including, but not 
limited to, electrical, analog, digital, magnetic, optical or 
electromagnetic means.

"Geographic Region" or "Geographic Regions" shall have the same 
meaning as "geographic regions" under ICANN.  Each of the following 
shall be a "Geographic Region": Europe; Asia/Australia/Pacific; Latin 
America/ Caribbean islands; Africa; North America. The specific 
countries included in each Geographic Region shall be determined by 
the Board, and the Board shall be review this definition from time to 
time (but at least every three years) to determine whether any change 
is appropriate, taking account of the evolution of the Internet.

"Member" or "Members" shall mean any one or more persons, 
respectively, who have been admitted to Membership in the Corporation 
in accordance with the By-laws; and

"Officer" or "Officers" shall mean any one or more persons, 
respectively, who have been appointed as officers of the Corporation 
in accordance with the By-laws.
 SECTION TWO
OBJECT OF THE CORPORATION

2.01	The Corporation is a non-profit common interest society to 
represent individual Internet users world-wide on issues affecting 
their use of the Internet.  These include but are not limited to 
naming and addressing issues that are dealt with by the Internet 
Corporation for Assigned Names and Numbers (ICANN) and the Internet 
Assigned Numbers Authority (IANA).  It is intended that the 
Corporation be the principal organisation representing the interests 
of individual Internet users to and within ICANN.

SECTION THREE
BUSINESS OF THE CORPORATION

3.01	Books and Records. The Board shall see that all necessary 
books and records of the Corporation required by the By-laws or by 
any applicable statute or law are regularly and properly kept.

3.02	Financial Year. Unless otherwise ordered by the Board, the 
financial year end of the Corporation shall be December 31.

SECTION FOUR
BOARD OF DIRECTORS

4.01	Mandate.  The affairs of the Corporation shall be conducted 
by the Board of the Corporation in accordance with these By-laws and 
general resolutions of the Members.  The mandate of the Board will be 
that of running the organization in all its aspects, including but 
not limited to:

(a)	guiding an outreach campaign so that the highest possible 
number of active users of the Internet who might want to participate 
in ICANN are informed of the effort and can join the Corporation as 
Members if they wish, and that the Membership grows to a point where 
it can be considered sufficiently representative of such users;

(b)	Defending the role of the public with regards to Internet 
matters currently governed by ICANN, and guiding a discussion about 
whether and how the Corporation should take part to the internal 
processes ICANN will establish for public input and participation;

(c)	Managing the Corporation's Web site, directly and/or by 
appointing Webmasters;

(d)	Electing the Corporation's next Board before the term of the 
Board expires.

4.02	Composition of Board. The Board shall consist of eleven (11) 
Directors, including two (2) Officers, five (5) Regional Directors 
and four (4) Global Directors.

4.03	Term of Office.  Each Director so elected shall hold office 
for a term of one (1) year. Upon the expiry of the term of office of 
any Director, the Director may be eligible, if qualified, for 
re-election.

4.04	Electing Global Directors and Regional Directors.  An annual 
ballot shall be held, open to all Members of the Corporation, to 
elect the Global Directors and Regional Directors of the Board.

4.05	Vacation of Office.  The office of a Director shall be 
automatically vacated:

(a)	if a Director resigns office by delivering a resignation to 
the Secretary of the Corporation, which resignation shall be 
effective at the time it is received by the Secretary of the 
Corporation or at the time specified in the resignation, whichever is 
later;

(b)	if the Director is found by a court to be of unsound mind;

(c)	if the Director becomes bankrupt;

(d)	if the Director is convicted of an indictable offence;

(e)	upon removal by the Board or the Members;

(f)	if a resolution that the Director be removed from office is 
passed by two-thirds (2/3) of the Members present at an electronic 
meeting of Members for which notice specifying the intention to pass 
such resolution was given; or

(g)	on the death of such Director;

provided that if any vacancy shall occur for any reason set out in 
this paragraph, the Board by majority vote, if a quorum remains in 
office, may appoint a qualified Member of the Corporation to fill the 
vacancy left by a Director. Any Director appointed to fill a vacancy 
shall hold office for the unexpired term of the Director's 
predecessor. Where there is a vacancy on the Board the remaining 
Directors may exercise the powers of the Board as long as a quorum 
remains in office.

4.06	Conflict of Interest.  No two Directors may have the same 
employer directly or indirectly through common corporate ownership or 
otherwise or be financially associated, for example, by similar 
sources of material employment income or material consulting income. 
The decisions of the Board from time to time on these matters shall 
be final and binding. Each Director must on an ongoing basis make 
disclosure to the Corporation if any change should occur in his 
employment or financial association that would cause the Director to 
have the same employer or be financially associated with another 
Director of the Corporation as described herein. This provision shall 
not be interpreted as placing any restriction on the nomination of 
candidates for election.

4.07	Removal upon Conflict of Interest.  If two or more Directors 
are in a conflict of interest (a "Conflict of Interest") in 
accordance with paragraph 4.06, then such Directors shall first be 
given the opportunity to decide amongst themselves which of such 
Directors will resign.  If one of such Directors does not resign:
(i)	within ten (10) days of the date that disclosure of the 
Conflict of Interest is made to the Corporation; or
(ii)	within the period before the next Board meeting following the 
date that disclosure is made,
whichever period is shorter, then the Board shall, and shall have the 
authority to, remove the following Director(s) (and the Directors in 
a Conflict of Interest shall not vote on the matter):

(a)	if two or more Directors are elected at the same time and are 
in a Conflict of Interest, the Director(s) elected with the least 
number of votes;

(b)	if a newly appointed or elected Director is in a Conflict of 
Interest with an existing Director, the new Director;

(c)	if existing Directors come into a Conflict of Interest during 
their term of office:

(i)	the Director whose status change resulted in the Conflict of Interest;
(ii)	the Director most recently appointed or elected;
(iii)	the Director with the shortest term left to serve as Director; or
(iv)	if applicable, the Director elected with the least number of votes;

		whichever is first applicable in the order set out above.

If the Director(s) to be removed cannot be determined under the 
paragraphs above, the Board shall call a meeting of Members at which 
the Members shall elect from the Directors in a Conflict of Interest 
the Director to remain in office and remove the other Director(s) by 
resolution approved by a majority of the Members present at an 
electronic meeting of Members for which notice specifying the 
intention to pass such resolution was given.

4.08	Meetings of the Board.  Meetings of the Board shall be held 
by electronic means at any time and place provided that written 
notice of such meeting shall be given by email to each Director not 
less than 48 hours before the date of the meeting. There shall be at 
least one (1) meeting per year of the Board. No error or omission in 
giving notice of any meeting of the Board or any adjourned meeting of 
the Board shall invalidate such meeting or make void any proceedings 
taken thereat, and any Director may at any time waive notice of any 
such meeting and may ratify, approve and confirm any or all 
proceedings taken or had thereat.  Each Director is authorized to 
exercise one (1) vote on any vote taken at any meeting of the Board.

4.09	Minutes of Meetings of the Board. The minutes of the meetings 
of the Board shall be available to the Board and to Members of the 
Corporation, each of whom shall receive a copy of such minutes if the 
Director or Member so requests of the Secretary. Minutes of Board 
meetings will be posted on the Corporation's Web site for 
consultation by Members and the public. In the case where a Member 
cannot access the minutes through the Web site, the Member may 
request the Secretary of the Corporation to make alternate 
arrangements. Notwithstanding the foregoing, matters that the 
Corporation is prohibited by law or contract from disclosing or such 
other matters that the Board determines, in good faith, are not 
appropriate for public distribution, which may include, without 
limitation, personnel or employment matters and legal matters, shall 
not be posted on the Corporation's Web site under this Section.

4.10	Quorum. A majority of the number of Directors in office shall 
constitute a quorum at any meeting of the Board.

SECTION FIVE
ELECTIONS OF BOARD MEMBERS

5.01	Elected by Members.  Directors are elected directly from the 
Membership.

5.02 	Notice of and Participation in Vote.  Each Member shall be 
entitled to receive notice of, participate in and vote at the 
election.  All voters will receive their ballot by electronic means.

5.03	Endorsement.  Each voter will be allowed to endorse up to 
eleven (11) names from the list of the candidates on the ballot.

5.04	Top Eleven Candidates.  The eleven candidates who receive the 
highest number of votes will be elected, provided that they have 
received at least 15 votes.

SECTION SIX
OFFICERS

6.01	Officers.  The Officers of the Corporation shall consist of a 
Chair, a Deputy Chair, a Secretary and a Treasurer and such other 
Officers, performing such duties, as the Board may determine. The 
Chair and Deputy Chair must be Directors of the Corporation.  The 
Board may delegate to such Officers powers to manage the business and 
affairs of the Corporation.

6.02	Appointment. Officers shall be appointed or re-appointed from 
time to time by resolution of the Board.

SECTION SEVEN
DUTIES OF OFFICERS

7.01	Chair.  The Chair shall be a Director of the Corporation and 
shall chair all meetings of the Corporation and of the Board. The 
Chair shall be the chief executive officer of the Corporation and 
shall be responsible for the general and active management of the 
affairs of the Corporation and shall have such other powers and 
duties as the Board may specify. The Chair shall see that all orders 
and resolutions of the Board are carried into effect. During the 
absence or disability of the Chair, his duties shall be performed and 
his powers exercised by the Deputy Chair.

7.02	Deputy Chair. The Deputy Chair shall be a Director of the 
Corporation and shall, in the absence or disability of the Chair or 
the Treasurer, perform the duties and exercise the powers of the 
Chair or Treasurer, and shall have such other powers and duties as 
the Board may specify.

7.03	Treasurer. The Treasurer shall be responsible for the custody 
of funds and securities of the Corporation and shall keep full and 
accurate accounts of all assets, liabilities, receipts and 
disbursements of the Corporation in the books belonging to the 
Corporation and shall deposit all monies, securities and other 
valuable effects in the name and to the credit of the Corporation in 
such chartered bank or trust company or, in the case of securities, 
in such registered dealer in securities as may be designated by the 
Board from time to time. The Treasurer shall disburse the funds of 
the Corporation as may be directed by proper authority taking proper 
vouchers for such disbursements, and shall render to the Chair and 
Directors at the regular meeting of the Board, or whenever the Board 
may require it, an accounting of all the transactions and a statement 
of the financial position of the Corporation. The Treasurer shall, in 
the absence or disability of the Deputy Chair, perform the duties and 
exercise the powers of the Deputy Chair and shall have such other 
powers and duties as the Board may specify.

7.04	Secretary. Unless otherwise determined by the Board, the 
Secretary shall attend all meetings and act as clerk thereof and 
record all votes and minutes of all proceedings in the books to be 
kept for that purpose. The Secretary shall give or cause to be given 
notice, as instructed by the Board or the Chair, of all meetings of 
the Members and of the Board, and shall perform such other duties as 
may be prescribed by the Board or Chair, under whose supervision the 
Secretary shall be.

7.05	Other Officers. The duties of all other Officers of the 
Corporation shall be such as the terms of their engagement call for 
or as the Board requires of them.
7.06	No More Than One Office.  No person shall hold concurrently 
more than one Office of the Corporation.  If a person is elected to 
more than one Office then they shall vacate the more junior office 
with seniority being reflected by their order of inclusion in these 
By-laws

SECTION EIGHT
MEMBERSHIP

8.01	Natural Persons.  Any natural person may apply to be a Member 
of the Corporation. 
8.02	Only One Membership Permitted.  No person may hold more than 
one Membership of the Corporation.

8.03	Contact Information.  Any natural person may apply for 
individual Ordinary Membership under their own name. A working e-mail 
address must also be supplied, which shall be the Member's formal 
contact address and would be used for communications from the society 
and for electronic voting.

8.04	Fees.  The Corporation may by general resolution set an 
annual subscription fee.  Once a subscription has been set, the 
Members must pay the fee to the Corporation within six months.  A 
subscription is valid for exactly one year. If a subscription is not 
paid within six months of the expiry of the subscription, the 
Membership of the person shall lapse.

8.05	Termination of Membership.  A Member wishing to resign from 
the Corporation must give notice of resignation to the Secretary.

SECTION NINE
MEETING OF MEMBERS


9.01	Annual General Meeting.  The Annual General Meeting ("AGM") 
shall be held by electronic means, allowing Members to discuss issues 
through the Corporation's email discussion list and in other 
electronic forums the Corporation chooses to use.

9.02	Right to Vote.  Each Member shall be entitled to receive 
notice of, participate in and vote at, every meeting of the Members.

9.03 	Business to be Transacted.  At every AGM of Members, in 
addition to any other business that may be transacted:

(a)	the report of the Board, the financial statements and the 
report of the auditors shall be presented to the Members; and

(b)	the auditors of the Corporation shall be appointed by the 
Members for the ensuing year. The Members may consider and transact 
any business, either special or general, at any meeting of the 
Members as may be properly brought before the meeting.

9.04	Call. The Board or the Chair or Deputy Chair shall have the 
power to call, at any
time, a general or special meeting of the Members, provided that in 
the event of the calling of a special meeting of the Members by the 
Board, the purpose of such special meeting shall be specified in the 
notice calling such special meeting. The Board shall call a special 
or general meeting of the Members on written requisition of Members 
carrying not less than five percent (5%) of the voting rights.

9.05	Notice. At least thirty (30) days' notice shall be given to 
each Member of any annual general or special meeting of Members. 
Notice of any meeting where special business will be transacted shall 
contain sufficient information to permit the Member to form a 
reasoned judgment on the decision to be taken.

9.06	Voting.  Voting at any meeting of Members shall be by poll of 
the Members signifying their assent or dissent on the matter before 
the Members for approval.
Upon a poll, the result of the poll shall be the decision of the 
Members on the question.

9.07	Votes to Govern. At all meetings of the Members, every 
question shall be determined by a majority vote unless otherwise 
specifically provided by the Act, the By-laws or applicable law. In 
the event of an equality of votes, the chair of the meeting does not 
have a second or casting vote.

9.08	Adjournments. The chair of the meeting may adjourn the 
meeting from time to time and from place to place. Notice of an 
adjourned meeting of Members is not required if the time and place of 
the adjourned meeting is announced at the original meeting.

SECTION TEN
AMENDMENT OF BY-LAW


10.01	Amendments. The By-laws may be repealed or amended by by-law, 
or a new by-law may be enacted by a majority of the votes cast at a 
meeting of the Board and sanctioned by resolution passed by at least 
two-thirds (2/3) of the Members present at a meeting of Members for 
which notice specifying the intention to pass such resolution was 
given.

SECTION ELEVEN
EFFECTIVE DATE

11.01	Effective Date. These By-laws shall come into force when 
confirmed by the Members.
--
**********************************************************************
Professor Michael A. Geist
University of Ottawa Law School, Common Law Section
Technology Counsel, Osler, Hoskin & Harcourt LLP
57 Louis Pasteur St., P.O. Box 450, Stn. A, Ottawa, Ontario, K1N 6N5
Tel: 613-562-5800, x3319     Fax: 613-562-5124
mgeist@pobox.com              http://www.lawbytes.ca

BNA's Internet Law News - http://www.bna.com/ilaw
G & M Cyberlaw column - http://www.globetechnology.com
Internet Law Text - http://www.captus.com/Information/inetlaw-flyer.htm
Canadian Internet Law Resource Page (CILRP) at: http://www.cilrp.org/
ICANN UDRP Info at http://www.udrpinfo.com

---------------------------------------------------------------------
To unsubscribe, e-mail: atlarge-discuss-unsubscribe@lists.fitug.de
For additional commands, e-mail: atlarge-discuss-help@lists.fitug.de