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Re: [atlarge-discuss] Bylaws... (fwd)



   ...and my favorite UNESCO!

The manual is ~200 pages, but a worthy read.

 ---  REgards, walts

---------------------------------------

United Nations Educational, Scientific And Cultural Organization
Manual Of The General Conference - 2002 Edition
Unesco, Paris 2002 - Printed In France
 (Http://Unesdoc.Unesco.Org/Images/0012/001255/125590e.Pdf#Constitution)


Table Of Contents
 A Constitution Of The United Nations Educational, Scientific And Cultural
   Organization
 B Rights And Obligations Of Associate Members
 C Rules Of Procedure Of The General Conference
   Appendix 1: Procedure For The Conduct Of Elections By Secret Ballot
   Appendix 2: Procedure For The Election Of Members Of The Executive
               Board
 D Financial Regulations .
   Annex: Additional Terms Of Reference Governing The Audit
 E Rules Of Procedure Concerning Recommendations To Member States And
   International Conventions Covered By The Terms Of Article Iv,
   Paragraph 4, Of The Constitution
 F Regulations For The General Classification Of The Various Categories Of
   Meetings Convened By Unesco
 G Definition Of Regions With A View To The Execution By The Organization
   Of Regional Activities
 H Charter Of National Commissions For Unesco
 I Directives Concerning Unesco's Relations With Non-Governmental
   Organizations
 J Directives Concerning Unesco's Relations With Foundations And Similar
   Institutions
 K Agreement Between The United Nations And The United Nations
   Educational, Scientific And Cultural Organization
 L Convention On The Privileges And Immunities Of The Specialized Agencies
 M States Which, At 1 January 2002, Have Undertaken To Apply The
   Provisions Of The Convention On The Privileges And Immunities
   Of The Specialized Agencies In Respect Of Unesco
 N Agreement Between The Government Of The French Republic And The United
   Nations Educational, Scientific And Cultural Organization Regarding
   The Headquarters Of Unesco And The Privileges And Immunities Of The
   Organization On French Territory
 O List Of Member States And Associate Members Of Unesco At 1 January 2002


Constitution Of The United Nations Educational, Scientific And Cultural
 Organization

 Article I Purposes And Functions
 Article II Membership
 Article III Organs
 Article IV
   1 The General Conference
      A. Composition
      B. Functions
      C. Voting
      D. Procedure
      E. Observers
 Article V Executive Board
 Article VI Secretariat
 Article VII National Cooperating Bodies
 Article VIII Reports By Member States
 Article IX Budget
 Article X Relations With The United Nations Organization
 Article XI Relations With Other Specialized International Organizations
            And Agencies
 Article XII Legal Status Of The Organization
 Article XIII Amendments
 Article XIV Interpretation
 Article XV Entry Into Force

---------- Forwarded message ----------

Date: Sun, 2 Mar 2003 11:36:37 -0500 (EST)
From: Walter Schmidt <walts@dorsai.org>
To: Atlarge Discuss List <atlarge-discuss@lists.fitug.de>
Cc: Walter Schmidt <walts@dorsai.org>
Subject: Re: [atlarge-discuss] Bylaws...

Folks -

As I initially said, what Judyth prepared - excellent. What follows is
something to think about...to compare with...

 --- REgards, walts

-------------------------------------------------------

Bylaws For Internet Corporation For Assigned Names And Numbers
 A California Nonprofit Public-Benefit Corporation As Amended Effective 25
 February 2003
 (Http://Www.Icann.Org/General/Archive-Bylaws/Bylaws-25feb03.Htm)

 Article I: Mission And Core Values
   Section 1. Mission
   Section 2. Core Values
 Article II: Powers
   Section 1. General Powers
   Section 2. Restrictions
   Section 3. Non-Discriminatory Treatment
 Article III: Transparency
   Section 1. Purpose
   Section 2. Website
   Section 3. Manager Of Public Participation
   Section 4. Meeting Notices And Agendas
   Section 5. Minutes And Preliminary Reports
   Section 6. Notice And Comment On Policy Actions
   Section 7. Translation Of Documents
 Article IV: Accountability And Review
   Section 1. Purpose
   Section 2. Reconsideration
   Section 3. Independent Review Of Board Actions
   Section 4. Periodic Review Of Icann Structure And Operations
 Article V: Ombudsman
   Section 1. Office Of Ombudsman
   Section 2. Charter
   Section 3. Operations
   Section 4. Interaction With Icann And Outside Entities
   Section 5. Annual Report
 Article VI: Board Of Directors
   Section 1. Composition Of The Board
   Section 2. Directors And Their Selection; Election Of Chairman And
              Vice-Chairman
   Section 3. Criteria For Selection Of Directors
   Section 4. Additional Qualifications
   Section 5. International Representation
   Section 6. Directors' Conflicts Of Interest
   Section 7. Duties Of Directors
   Section 8. Terms Of Directors
   Section 9. Non-Voting Liaisons
   Section 10. Resignation Of A Director Or Non-Voting Liaison
   Section 11. Removal Of A Director Or Non-Voting Liaison
   Section 12. Vacancies
   Section 13. Annual Meetings
   Section 14. Regular Meetings
   Section 15. Special Meetings
   Section 16. Notice Of Meetings
   Section 17. Quorum
   Section 18. Action By Telephone Meeting Or By Other Communications
               Equipment
   Section 19. Action Without Meeting
   Section 20. Electronic Mail
   Section 21. Rights Of Inspection
   Section 22. Compensation
   Section 23. Presumption Of Assent
 Article VII: Nominating Committee
   Section 1. Description
   Section 2. Composition
   Section 3. Terms
   Section 4. Criteria For Selection Of Nominating Committee Delegates
   Section 5. Diversity
   Section 6. Administrative And Operational Support
   Section 7. Procedures
 Article VIII: Address Supporting Organization
   Section 1. Description
   Section 2. Address Council
 Article IX: Country Code Names Supporting Organization
 Article X: Generic Names Supporting Organization
   Section 1. Description
   Section 2. Organization
   Section 3. Gnso Council
   Section 4. Staff Support And Funding
   Section 5. Constituencies
   Section 6. Policy Development Process
 Article XI: Advisory Committees
   Section 1. General
   Section 2. Specific Advisory Committees
      1. Governmental Advisory Committee
      2. Security And Stability Advisory Committee
      3. Root Server System Advisory Committee
      4. At-Large Advisory Committee
   Section 3. Procedures
   Section 4. Term Of Office
   Section 5. Vacancies
   Section 6. Compensation
 Article XI: Other Advisory Mechanisms
   Section 1. External Expert Advice
   Section 2. Technical Liaison Group
 Article XII: Board And Temporary Committees
   Section 1. Board Committees
   Section 2. Powers Of Board Committees
   Section 3. Temporary Committees
 Article XIII: Officers
   Section 1. Officers
   Section 2. Election Of Officers
   Section 3. Removal Of Officers
   Section 4. President
   Section 5. Secretary
   Section 6. Chief Financial Officer
   Section 7. Additional Officers
   Section 8. Compensation And Expenses
   Section 9. Conflicts Of Interest
 Article XIV: Indemnification Of Directors, Officers, Employees, And Other
              Agents
 Article XV: General Provisions
   Section 1. Contracts
   Section 2. Deposits
   Section 3. Checks
   Section 4. Loans
 Article XVI: Fiscal Matters
   Section 1. Accounting
   Section 2. Audit
   Section 3. Annual Report And Annual Statement
   Section 4. Annual Budget
   Section 5. Fees And Charges
 Article XVII: Members
 Article XVIII: Offices And Seal
   Section 1. Offices
   Section 2. Seal
 Article XIX: Amendments
 Article XX: Transition Article
   Section 1. Purpose
   Section 2. Board Of Directors
   Section 3. Address Supporting Organization
   Section 4. Country-Code Names Supporting Organization
   Section 5. Generic Names Supporting Organization
   Section 6. Protocol Supporting Organization
   Section 7. Advisory Committees And Technical Liaison Group
   Section 8. Officers
   Section 9. Groups Appointed By The President
   Section 10. Contracts With Icann
 Annex A: Gnso Policy Development Process
   1. Raising An Issue
   2. Creation Of The Issue Report
   3. Initiation Of Pdp
   4. Commencement Of The Pdp
   5. Composition And Selection Of Task Forces
   6. Public Notification Of Initiation Of The Pdp
   7. Task Forces
   8. Procedure If No Task Force Is Formed
   9. Public Comments To The Task Force Report Or Initial Report
   10. Council Deliberation
   11. Council Report To The Board
   12. Agreement Of The Council
   13. Board Vote
   14. Implementation Of The Policy
   15. Maintenance Of Records
   16. Additional Definitions

-------------------------------------------------------

On Fri, 28 Feb 2003 espresso@e-scape.net wrote:

> Hello, all,
>
> This may just be my arrogrance and impatience speaking here but
> I'm guessing it's time we redefined our working methods so as
> to get some real work done.
>
> To that end, I'd like to suggest (based on nothing better than
> personal experience and the expression of confidence in me
> during the polls) that we start by drafting individual bylaw
> items which seem to emerge from the polling results.
>
> Would it be acceptable to this group if I got the ball rolling
> by posting my own draft articles for our eventual constitution
> one by one for discussion and amendment? (This process has
> worked pretty well in other groups, eventually leading to
> a consensus document that could be put to a formal vote.)
>
> If so, here is the outline of the areas which must be covered
> in such a document. Different conventions apply in different
> places about how this information is presented -- both as to
> the order and what clauses are usual under some headings.
> Some of these headings do not apply to our present informal
> coalition; others could form the basis of our operations
> until we are incorporated.
>
> My personal guidelines for this organization would be:
> - start with the clauses which apply to us now;
> - write this without reference to any particular jurisdiction
>   or form of incorporation -- that is, make it what we want
>   and then find an appropriate jurisdiction;
> - keep the language as simple and clear as possible so that
>   non-native speakers of English can understand it and
>   people translating into other languages can do so accurately;
> - draft and debate each clause individually (not necessarily
>   in sequence) and then have the parliamentary "readings" of
>   the whole document to make sure all the parts work together
>   as we would like them to;
> - conduct an official vote on the resulting document;
> - remember that individual bylaws can be amended from time
>   to time by referendum/AGM as needed but that the Constitution
>   determines the fundamental direction of an organization and
>   should need only minor adjustments over the years to keep
>   it up-to-date.
>
>
> CONSTITUTION
>
> 1. Identity and purpose
>
> 1.1 Name of the organization
> 1.2 Location of incorporation
> 1.3 Location of head office/legal address
> 1.4 Aims/mission of the organization
>
> 2. Membership
>
> 2.1 Categories/criteria of membership
> 2.2 Members' obligations (dues, etc.)
> 2.3 Members' rights (vote, etc.)
> 2.4 Method of registration
> 2.5 Method of resignation
> 2.6 Disciplinary measures (suspension and/or expulsion)
> 2.7 Membership roll (who maintains it, has access, etc.)
> 2.8 Privacy and security procedures
>
> 3. Organizational structure
>
> 3.1 Officers: positions, terms of office, duties, etc.
> 3.2 Directors: positions, terms of office, duties, etc.
> 3.3 Other elective positions: committee chairs, representatives
> 3.4 Committee (working group) members (volunteer and/or appointees)
> 3.5 Staff: selection, conditions of employment, responsibilities
> 2.6 Independent auditors
>
> 4. Organizational processes
>
> 4.1 Election of officers and directors
> 4.2 Other elections and appointments
> 4.3 Annual general meeting
> 4.4 Special general meetings
> 4.5 Referenda and polling
> 4.6 Notice of meetings, elections and referenda
> 4.7 Maintenance of books and records (routine business); access to same
> 4.8 Signing authority, custody of corporate seal, etc.
> 4.9 Budgeting and financial control, reporting to board and members,
> etc.
> 4.10 Preparation and audit of financial statements and reports
> 4.11 Removal and replacement of elected persons (cases of
>     incapacity, non-performance of duties, etc.)
>
> 5. Other business processes
>
> 5.1 Banking and finance
> 5.2 Insurance (general, liability, etc.)
> 5.3 Engagement of professionals and consultants
> 5.4 Tendering and award of contracts
> 5.5 Appointment of agents and representatives with specific mandates
>
> 6. Dissolution
>
> 6.1 Under what circumstances (bankruptcy, etc.)
> 6.2 Distribution of any remaining assets
>
> That's probably not an exhaustive list and I know it looks very
> daunting (as does any of the many model constitutions available)
> to people not accustomed to dealing with this sort of thing.
> In our case, some clauses will be very easy to agree on; others
> will generate a lot of discussion or be postponed until we know
> more than we do now.
>

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