Re: [atlarge-discuss] Bylaws ICANN constituency example

["Richard Henderson" <richardhenderson@ntlworld.com>]

Interesting that 'organisations' can get representation as "Non-Commercial
Users" but 'individuals' cannot.

Now if we got 1000 members of the at large each to register a .org domain
and set up an organisation with ...um... their friends, relatives and
neighbours... then I guess we'd be running the constituency and we could
then change the rules and *insist* that only individuals could vote, not
organisations...

:)

Richard H

----- Original Message -----
From: JFC Morfin @large <jfc@atlarge.ws>
To: <atlarge-discuss@lists.fitug.de>
Sent: Monday, July 28, 2003 5:11 PM
Subject: [atlarge-discuss] Bylaws ICANN constituency example


> Dear @large,
> the non commercial ICANN constituency (now NCUC) is trying to work out its
> charter. I include the text they came with. There are a lot of mistakes in
> it (if I was to translate it and register it as a French non profit I
would
> be opposed several inconstiencies and I would certainly cannot get
> subsidies from States etc. due to its undemocratic budget management). But
> it is a structured effort by academics and lawyers this community could
> benefit from?
>
> Also these bylaws are  obvious anti-@large wording since the NCUC (first
> sentence of B) is to represent "Users", and "those who engage in non
profit
> activity on the Internet" (what most of the @large are). And then the
> constituency is exclusively reserved to (non defined form) organizations.
>
> An interesting matter is the Napoleonic style of the Chair, with a
> confortable budget (most probably looted by ICANN :-)
>
> Comments welcome.
> jfc
>
> -----------
>
>
> The Bylaws of the ICANN GNSO Noncommercial Users Constituency
> Version 2.1
>
> I. Constitution
>
> A. The Noncommercial Users Constituency ("Constituency") of ICANN's
Generic
> Name Supporting Organization (GNSO) is constituted according to Article X,
> Section 5, Part 1e of the Bylaws of the Internet Corporation for Assigned
> Names
> and Numbers.
>
> B. The purposes of the Noncommercial Users Constituency are to represent
the
> views and interests of those who engage in noncommercial speech and
> activity on
> the Internet.  It is further created to provide a voice and representation
> in ICANN
> processes to non-profit organizations that serve non-commercial interests
and
> provide services such as education, community organizing, promotion of the
> arts,
> public interest policy advocacy, children's welfare, religion, scientific
> research,
> human rights and the advancement of the Internet as a global
communications
> system for all segments of society.
>
> II. Organization and Structure
>
> A. The Noncommercial Constituency shall consist of three distinct parts:
the
> Membership, the Executive Committee and the Policy Committee.
> B. The Membership shall consist of organizations that meet the Membership
> criteria
> and complete the processes set out in Section III, below, and receive a
> notice of
> acceptance from the Executive Committee Chair, or the Secretary acting
with
> the
> approval of the Chair.
> C. The Executive Committee, directed by the Chair, shall be responsible
for
> the
> administration of the Constituency, including arrangements for meetings,
> website
> communications, listserv, and teleconferences.  Selection of the Executive
> Committee, and its powers and duties, are set out in Section IV, below.
> D. The Policy Committee shall be chaired by the Constituency's two GNSO
Names
> Council Representatives.  Their selection and duties are set out in
Section V,
> below.
>
> III. Membership
> A. Eligible organizations. Organizations meeting the following criteria
are
> eligible
> for membership in the Constituency:
> 1. Organizations incorporated as a non-commercial entity (in countries
> that have such a provision in their commercial code) or, if
> unincorporated, or if operating in a country without provisions for
> non-commercial incorporation, operate on a not-for-profit basis
> primarily for non-commercial purposes, and
> 2. Be the exclusive user of at least one domain name. This can be verified
> by its listing as the registrant and/or administrative contact in the
> WHOIS data of the domain name, by the name resolving to a website
> controlled by and representing the organization, or other indications
> that prove to Secretary-Treasurer and Chair that the prospective
> Member Organization is the primary user of a domain name.
> 3. Are engaged in activities that are primarily non-commercial, including,
> e.g., political advocacy, educational, religious, charitable, scientific
> and artistic.
>
> B. Ineligible organizations. The membership of the NCUC specifically
excludes:
>
> 1. Political organizations whose primary purpose is to hold government
> office and/or elect government officials
> 2. Commercial organizations and associations of or for the benefit of
> commercial entities (even if they are non-profit in form)
> 3. Organizations that provide services under contract or MoU with
> ICANN, or are represented in ICANN through another Supporting
> Organization
>
> C. New members shall take the following steps to notify the Constituency
of
> their
> desire to join:
> 1. Complete an application form, which can be downloaded from the
> Constituency website.
> 2. Submit the filled out form and fee to the Secretary-Treasurer of the
> Constituency.  Where appropriate, the form may be accompanied by a
> request for fee waiver or reduction.
> 3. Designate an Official Representative and any Additional
> Representatives to the Constituency.
> 4. Membership shall become complete upon notification of acceptance
> by the Constituency Chair, or the Secretary-Treasurer acting with the
> consent of the Chair.
>
> D. Each Member, in its application, shall appoint an individual to serve
as
> the
> Official Representative to the Constituency.  Such individual will hold
the
> powers
> of voting and speaking publicly for the Member within votes and
discussions of
> the Constituency. The Official Representative must be formally authorized
to
> represent the Member Organization by a responsible official of that
> organization.
> The ST and Chair are authorized to make inquiries to the Member
> Organization to
> verify their selection. Members can change their Official Representative
in
> two
> ways: 1) the Director of the Member Organization can notify the Secretary
> of the
> change; or 2) the existing Official Representative can resign and submit
to
> the
> Secretary the name of the new Official Representative (the new Official
> Representative must also be authorized and verified). If an Official
> Representative
> holds an elective office in the NCUC, Members cannot change their Official
> Representative until the individual's term of office is completed.
> E. Each Member may also designate additional individuals to serve as
> Additional
> Representatives to the Constituency.  Such Additional Representatives may
not
> vote, but otherwise may participate in Constituency listserves,
discussions
> and
> meetings.   The Executive Committee shall, at its discretion, determine
> limits to
> the total number of Additional Representative may appoint (provided the
limit
> shall apply to all Constituency Members equally).
> F. The Executive Committee shall create procedural rules for existing
> members to
> maintain their good standing.
> G. The Membership shall have the following participation rights in regard
> to the
> administration and policy development processes of the Constituency:
> 1. Elect the Chair and Regional Representatives; nominate Members to
> positions elected by the general membership and by the Executive
> Committee, with timely notification of all elections and public posting
> of all names nominated to the membership email list.
> 2. Initiate a policy development process within the constituency by
> proposing a set of terms of reference and obtaining expressions of
> support for it on the public discuss list from a minimum of eight (8)
> Members, including the proposer.
> 3. Be given timely notice of all position papers developed by the Policy
> Committee on the public list and afforded an opportunity to comment
> on them
> 4. Submit agenda items to Constituency meetings and Executive
> Committee meetings. The submission must be made at least ten days
> before the meeting and be seconded by two other Member
> Organizations.
> 5. Propose charter amendments. A petition of five (5) percent of the then-
> current members shall be sufficient for putting a charter amendment on
> the ballot for consideration at the next regular election.
>
> IV. Executive Committee
> A.  The Constituency shall have an Executive Committee (EC).
> B.  The EC shall consist of the Chair, a Secretary-Treasurer and Regional
> Representatives (one for each of the geographic regions recognized by
ICANN).
> These EC members shall:
> 1. Be elected on an annual basis by Constituency members in an online vote
> (with the exception of the Secretary-Treasurer, who is appointed by the
> EC).
> 2. Shall each serve no more than three consecutive terms on the EC.
> 3. Shall consist only of individuals designated by Members as their
Official
> Representative to the Constituency.
> 4. No two EC members may be from the same organization, or be
> representatives of different national chapters of the same organization.
> C. The Chair is responsible for the overall administration of the
> Constituency.
> Specific duties include: establishing and managing the email lists
required
> by the
> charter, arranging meetings and their facilities, establishing and
managing
> the
> Constituency's website, and overseeing membership recruitment, processing
and
> retention.  The Chair shall also:
> 1. Prepare budget requests, as necessary, for approval by the EC.
> 2.  Decide whether to accept the Secretary-Treasurer's recommendations as
to
> whether applicants meet the membership criteria, or pass them to the full
> EC for challenge or review
> 3. Manage general communication with ICANN on matters outside the
> Policy Committee's responsibility.
> 4. Solicit nominations from Constituency Members and appropriate non-
> commercial experts and representatives to be elected by the EC to fill
> positions that open from time to time in the ICANN process.
> 5. Establish ballots for voting, for review by the EC.
> 6. Organize and chair Constituency meetings and teleconferences, oversee
> the timely publication of meeting notes, and act as a Constituency
> spokesperson on matters outside the Policy Committee's responsibility.
> 7. Provide oversight of the Policy Committee's process and good
> communication with the constituency membership.
> 8. Manage communication to the constituency announce list. The Chair may
> delegate this task to one of the Regional Representatives.
> 9. Whenever EC votes are required by the charter but inaction by other
members
> of the EC prevents tasks and duties required by the charter to be
executed,
> the
> Chair is empowered to act to further the interests of the constituency. In
the
> event of a tie vote on the EC, the Chair shall act as tiebreaker.
>
> D.  The Regional Representatives shall be responsible for:
> 1. Recruiting new members from their regions
> 2. Working with members from their region to help them understand the
> ICANN structure and participate in the Constituency and ICANN
> processes.
> 3. Voting on the EC on the matters listed in section IV.F below. All EC
votes
> called by the Chair must be responded to in ten days. Regional
> representatives who fail to vote within that time limit four times in a
row
> are considered to have resigned their office as per VII.B.2 below
> 4. Ensure that members from their region are made aware of and respond to
> calls for comments by members of the Policy Committee on Task Force
> and other Council and other ICANN policy development activities.
> Regional Representatives must provide a reply to all such requests from
> the Policy Committee.
>
> E.  The Secretary-Treasurer
> 1.  The EC shall elect a Secretary-Treasurer (ST) to assist in the
management
> of the Constituency.  The ST will be nominated to the EC by the Chair,
> with notification to the membership, and must be approved by a majority
> vote with at least three members voting. If three EC members fail to vote
> within two weeks of the nomination, the Chair shall appoint the ST.
> 2. The ST shall process membership applications, research applicant
> organizations, and provide an initial recommendation to the Chairman
> regarding membership eligibility.
> 3. The ST shall be responsible for collecting dues and any other
appropriate
> fees from members, depositing such fee, managing the Constituency's
> bookkeeping and accounting, and regularly reporting to the Chairman
> regarding finances and accounts.
> 4. The ST shall assist the Chairman as needed, including in the
coordination
> of meetings and the timely publication of meeting notes.
> 5. The ST shall be a nonvoting member of the EC, and shall be expected to
> participate in all EC meetings.
>
> F. The Executive Committee shall have the following duties:
> 1. Hold official meetings, either in person or by teleconference, at least
> four times a year.
> 2. Establish, revise and change procedural rules to help in the
> management and operation of the Constituency.
> 3. Approve all ballots for online elections
> 4. Review and approve by voting the budgets submitted by the Chairman.
> 5. Handle appeals of initial Membership decisions made by the ST, by
> majority vote, with at least four members voting.
> 6. Appoint the Constituency's representatives to the ICANN Nominating
> Committee by majority vote, with at least four members voting
> 7. Appoint the Constituency's representatives to the Public Interest
> Registry Advisory Committee (.ORG) by majority vote, with at least
> four members voting
> 8. Fill temporary vacancies in the Chair position and oversee elections,
as
> appropriate, for replacement of GNSO Names Council representatives,
> the Chair, or Regional Representatives for bad actions or
> nonparticipation.
>
> V.  The Policy Committee
> A.  The Constituency shall have a Policy Committee (PC) which shall be
> responsible for determining and representing the positions of the
Constituency
> on matters of domain name and ICANN policy and procedure to the Generic
> Names Supporting Organization of ICANN (the GNSO), the GNSO Council,
> and other ICANN policy committees, task forces, advisory committees, and
> policy forums.
> B.  The Policy Committee shall be co-chaired by the two Constituency
> Representatives to the GNSO Council.  GNSO Council Representatives:
>
> 1.  Shall be elected for two-year terms by the voting Members of the
> Constituency
> 2. Each one shall be from different ICANN-recognized geographic regions,
> 3. Shall not be on the Executive Committee
> 4. May not be from the same organization or different chapters of the same
> organization, and
> 5. Shall serve no more than two consecutive terms.
>
>
>        C.  The Policy Committee Co-Chairs shall
> 1. Attend and/or participate by telephone in GNSO Council Meetings,
> and participate in the online GNSO Council Discussions,
> 2. Assign their vote by proxy to the other Constituency GNSO Council
> Representative for all calls and meetings for which he/she cannot be
> present, with or without specific voting instructions. If both
> Constituency Council Representatives cannot attend the meeting, the
> Representatives may assign their proxy with specific voting
> instructions to another Council member.
> 3. As appropriate, volunteer to chair and/or serve on GNSO Council
> committees, task forces and other groups that are developing domain
> name policies of interest and concern to the Constituency.
> 4. As appropriate, work with Constituency Members to find appropriate
> and expert members of the Constituency and Noncommercial
> Community to serve on policy development activities initiated by
> ICANN's Board, President, or staff, and GNSO Council committees,
> task forces and other groups open to constituency participation.
> 5. Consult with the Constituency to develop policy positions. The Policy
> Committee may also start a working group and policy process at the
> request of a bone-fide member and with the agreement of the EC.
>
> D. The Policy Committee Co-Chairs shall also work with the Chairman to
help
> inform the Constituency, via listservs, announcement list, website and
other
> appropriate communication media of:
>      1. Comment periods open to the public and of general interest to
> Constituency members.
>      2.   Comment periods open to the public on significant interest to
> Constituency members and in which Member comments might play a role
> in influencing policy and protecting  noncommercial interests.
> 3. Positions developed by the Policy Committee of the Constituency.
> 4. Issues that are being or have been recently considered by the GNSO
> Council, and the positions taken by Constituency representatives on those
> issues. The Policy Committee shall send a report to the Constituency
> discuss list at least once every two months. The report should be prepared
> by both Policy Committee Co-chairs and can reflect points of agreement
> and disagreement; if one Policy Committee Co-chair fails to participate in
> a timely fashion the other Co-chair is authorized to prepare and send the
> report, but every effort should be made to represent the views of both Co-
> chairs in a fair and objective manner.
>
> E. Additionally, other individuals shall be invited to serve on the
> Constituency
> Policy Committee, including:
> 1. Members (or their Official Representatives) who are serving on GNSO
> Task Forces, ICANN Advisory Committees, Presidential committees and
> other policy bodies (standing or ad hoc) within the ICANN process; and
> 2. The Constituency Representative to PIR (.ORG).
>
> VI. Voting
> A.  The Chairman shall be responsible for ballots, agendas, and meeting
> schedules.
> 1. Announcements to the Constituency regarding in-person meetings shall be
> distributed within 45 days of the meetings.
> 2. Announcement to the Constituency regarding elections shall take place
> within 45 days of their commencement.
> 3. Agendas shall be published within 14 days of the meeting.
> 4. Calls shall be announced within 7 days of their scheduled time.
>
> B. Voting Members
> 1. The Chair shall publish on the web site a list of the Official
> representatives
> of each Member Organization in good standing 30 days prior to the
> election.
> 2.  Representatives may review the voting lists
> 3. The following individuals are ineligible to serve as the Official
> Representative of their organization (for the purposes of voting):
> ii. An individual who holds the power to vote in another constituency
> or on the ICANN Board.
> iii. An individual who holds any form of permanent or temporary paid
> position with ICANN, including independent contractors who have
> served ICANN in paid positions within the last six months.  If such
> an individual is identified on the voting lists of the Constituency,
> then the Chair shall provide notice to the Member organization
> requesting a substitute official Representative.  If such a substitute
> is not provided within 7 days of the election, the Member
> Organization will not be eligible to receive a ballot in that election.
>
> C. Large and small organizations
> 1.  To foster full and fair representation of the both large and small
> organizations, as well as independent national chapters, the
> Constituency shall allow:
> 2. Members in good standing with a current membership under 1000
> people, or under 200 employees, shall be called "Small
> Organizations and shall have one vote.
> 3. Members in good standing and with a current membership of 1000
> or more people or employment of 200 or more employees shall
> have two votes.  Such members shall be called "Large
> Organizations" and be assessed a higher dues fee by the Executive
> Committee.
> 4. Organizations that qualify as Large Organizations but do not wish
> to pay the higher dues may join as Small Organizations and have
> one vote.
>
> D. Electing Representatives From Different Regions and Different
> Organizations
>
> 1. Where an election requires election of people from different
> regions and different organizations, the voting principle to
> determine election are as follows:
> a. The person with the most votes wins.
> b. The person with the second highest number of votes - from
> a different geographic region and different organization -
> wins the second slot.
> c. The person with the third highest number of votes - from a
> different geographic region and different organization from
> any of the other elected individuals - takes the next slot,
> and so on, until all open slots are filled.
> d. For the purposes of election, different chapters of the same
> organization, regardless of their voting status, are
> considered the same organization.
> E. The Executive Committee shall, as needed, determine further procedures
> for nomination and voting. Such procedures shall be provided to the
> Constituency on
> the website.
>
> F. Votes of member organizations shall be kept confidential. The EC may
> appoint a trusted Constituency member who is not a candidate, or an
impartial
> nonmember ICANN or GNSO officer to audit the votes.
>
> VII.  Leaving Office
>
> A. An elected representative of the Executive Committee or Policy
> Committee may submit an email or notice of resignation to the Chair
> whenever circumstances call for such an action.
> B. In the event of resignation of the Chair, the Executive Committee shall
> within two weeks elect one of its members to serve as interim Chair. If
the
> remaining term of the resigning Chair is greater than six (6) months, a
new
> election shall be organized.
> C. An elected representative of the Executive Committee is deemed to
resign
> his/her position when the said officer fails to vote in time in four (4)
> consecutive EC votes;
> D. An elected GNSO Council Representative is deemed to resign his/her
> position when the said representative does not attend and fails to proxy
> his/her vote to the other Names Council for three (3) consecutive meetings
> (in person or by phone)
> E. When EC members or Council Representatives are deemed to resign due
> to nonparticipation as per sections C and D above, the Chair may appoint a
> temporary replacement provided diversity requirements for region and
> organization are maintained. If the remaining term of the resigning EC
> representative(s) is greater than six (6) months, a new election shall be
> organized.
>
> VIII. Changes to this Charter
> A.  Changes to this charter may take place by vote of the Members.
Changes
> may
> be proposed by the Executive Committee or by petition of the Members.   A
> petition of ten (10) percent of the then-current members shall be
> sufficient for
> putting a charter amendment on the ballot for consideration at the next
> regular
> election.  Alternatively, the Executive Committee by majority vote may
> propose an amendment for consideration at the next regular election.
>
> B. Charter amendments shall be passed if at least two thirds of the votes
> cast in
> the election favor its adoption (provided 40% or more of the eligible
Voters
> cast a ballot in the election).
>
> C. In the event that more than three chapters of the same organization in
> the same
> country join the constituency, and it appears to the Chair and/or EC that
> there
> is an organized effort by one group to control or dominate the
Constituency,
> then the charter may be amended temporarily by a majority vote of the EC
to
> limit, in a nondiscriminatory manner, the membership eligibility of
> chapters of
> the same organization. The amendment must be submitted to the membership
> for a vote at the next regularly scheduled annual election. Unlike other
> charter
> amendments, this one can pass with only a majority of those voting.
>
> IX. Communications
> A. The Constituency shall maintain three email lists: a discussion list,
an
> announce list, and an EC list. Only Official Representatives of Members
shall
> be put on the announce list, and the announce list shall be used for
voting
> purposes. Only Official Representatives and Additional Representatives of
> Member organizations shall have posting rights on the discuss list;
> participation on the discuss list shall be voluntary. The EC list is for
> official
> communications and deliberations among the Executive Committee.
> B. Archives of the discussion list should be available to the general
> public and
> accessible from the Constituency website. The EC list shall also be
publicly
> archived.
> C. The Chair will oversee the publication of membership lists on the
> Constituency website.  The Executive Committee, in its sole discretion,
may
> decide whether such lists are available to the public or only to Members
of
> the
> Constituency.
> D. Only Official Representatives listed on the Constituency website
membership
> list will receive ballots and be allowed to vote in elections.  Changes to
> such
> designated Official Representatives must be received by the Chair at least
one
> week (7 days) prior to the distribution of ballots, and must conform to
the
> voting requirements of the charter.
> E. The web site should provide a channel for nonmembers to make comments
to
> the members and officers of the constituency.
>
> X. Dues
> A. On an annual basis, the Chair will consult with the Executive Committee
> regarding the appropriate level for dues.  Such dues will be set for large
> and small organizations by a 2/3 vote of the Executive Committee,
> together with appropriate procedures for waiver and reduction requests.
> The Chair shall be authorized to hear the waiver and reduction requests
> and made decisions. Appeals may be made to the Executive Committee
> may consider the waiver of dues.
> B. New members shall be asked to pay two years of dues upon their joining
> the Constituency, to reduce administrative costs. As a bootstrap, initial
> dues for a two-year membership period shall be set at US$50 for small
> organizations and US$ 100 for large organizations. This provision can be
> superseded by majority vote of the EC as per section A above. Altering
> membership dues does not constitute a charter revision as per Section
> VIII.
> C. Members that fail to pay dues and whose dues have not been waived by
> the EC will not be eligible to vote, nor have a Representative run for
> election to any office.
> D. Member organizations in countries with GDP per capita below US$10,000
> are eligible to apply to the EC for a waiver or reduction of the
membership
> fee. Such applications must contain information about the budget of the
> organization.
>
> XI. Transparency
> A. Where appropriate, feasible and not contrary to the best interests of
the
> Constituency and its Members, the Constituency will strive to make its
> activities
> open to the public.
>
> B. The Constituency will also strive to open its in-person meetings to the
> public.
> However, in its sole discretion, the Executive Committee may choose by
prior
> plan to close one or more parts of a Constituency meeting to public
> participation
> and observation if such involvement is inappropriate, not feasible or
> contrary to
> the best interests of the Constituency.
>
> C. The Chair may, its sole discretion, suspend any nonmember's access to
NCUC
> Constituency meetings and deliberations for portions of, or for the entire
> duration
> of meetings and deliberations, if he/she feels that the presence is
> inappropriate,
> not feasible or contrary to the best interests of the Constituency. Any
> such action
> against a particular individual will be noted in the minutes or official
> record of the
> meeting or deliberations.
>
>
>
>
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