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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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