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Re: [atlarge-discuss] by-law draft
Michael and all stakeholders or other interested parties and members,
Thank you for providing these basic rough draft Bylaws. Much
appriciated. I have some suggestions and considerations for a few
sections below yours... (See below Michaels Bylaws draft)
Michael Geist wrote:
> 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.
This perhaps should be changed to read as follows:
"Geographic Region" or "Geographic Regions" shall have the same
meaning as "geographic regions" as to be determined by the members
of this organization...
> 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.
And addition should possibly be added to the above:
The regions by which this organization should consider
as valid and appropriate must be approved after the Boards
approval, by the ratification vote of the members and may change
from time to time as the Board shall consider and the members
shall vote in approval of...
>
>
> "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.
This should perhaps read as follows:
"Officer" or "Officers" shall mean any one or more persons,
respectively, who have been either elected or appointed/hired
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.
Perhaps the terms ICANN and IANA should be removed here
entirely...
>
>
> 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.
And additional section must be added here to be in accordance with
most jurisdictions laws.
3.03 Any and all financial records, or transactions must be available to
any and all members and the general public for review in as
accessible manner as possible.
>
> 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.
And additional subsection should possibly added here:
4.03a Any and all directors can only server two consecutive terms as
a Board of Directors members.
>
>
> 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.
One meeting of the Board for and organization of this type is
inadequate. At least 4 BoD meeting should me held and open to
the public as well as the members. All BOD meetings should
be announced to all interested members and the general public
at least 15 working days prior to said meetings...
>
>
> 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.
Translation in as many languages as possible of such minuets
should be provided as well and posted on the Web site.
>
>
> 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.
Any delegation of any powers to the officers of the corporation
must be approved by vote of the members if not otherwise specified
in these by-laws.
>
>
> 6.02 Appointment. Officers shall be appointed or re-appointed from
> time to time by resolution of the Board.
No officers should be appointed by the BoD without approval by
vote of the members.
>
>
> 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.
The Chair in this sort of structure should than be elected or approved
by vote of the members before assuming such duties of the CEO as
well as the 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.
7.02a All duties and powers of the Chair shall be approved by the
members by vote after considered by the board. All officers
the Board is considering must be approved or hereby ratified
by the members before assuming any official duties of the
corporation.
7.02b The members shall direct the Board in any appointment situations
of "Special Officers" for specific task areas for the Board that
Board requests or requires.. All "Special Officers" shall have
no direct responsibilities of the corporation...
>
>
> 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.
The last sentence her should perhaps read:
The Treasurer shall, in the absence or disability of the Deputy
Chair, perform the duties and exercise the powers of the Deputy Chair:
Only fiduciary powers can be added or augmented to the Treasurers
duties by the Board..
>
>
> 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.
7.04a Any and all secretariat duties shall not exceed the taking of
minuets, act as clerk thereof and record all votes and minutes of all
proceedings in the books to be kept for that purpose without the
expressed before knowledge and approval by vote of the members,
or additional augmentation of these by-laws specifying such additional
duties of. for or by the direction of the Board.
>
>
> 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.
7.05a Any and all duties of any and all officers must be specified
and approved by the members by vote before implementation.
>
> 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
>
>
Regards,
--
Jeffrey A. Williams
Spokesman for INEGroup - (Over 127k members/stakeholders strong!)
CEO/DIR. Internet Network Eng/SR. Java/CORBA Development Eng.
Information Network Eng. Group. INEG. INC.
E-Mail jwkckid1@ix.netcom.com
Contact Number: 214-244-4827 or 972-244-3801
Address: 5 East Kirkwood Blvd. Grapevine Texas 75208
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