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[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

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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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