Network Working Group Scott Bradner
Internet-Draft Editor
Harvard University
February 1999
Bylaws for a Protocol Support Organization
DRAFT DRAFT DRAFT
<draft-ietf-poisson-pso-bl-02.txt>
1. Status of this Memo
This document is an Internet-Draft and is in full conformance with
all provisions of Section 10 of RFC2026.
Internet-Drafts are working documents of the Internet Engineering
Task Force (IETF), its areas, and its working groups. Note that
other groups may also distribute working documents as Internet-
Drafts.
Internet-Drafts are draft documents valid for a maximum of six months
and may be updated, replaced, or obsoleted by other documents at any
time. It is inappropriate to use Internet- Drafts as reference
material or to cite them other than as "work in progress."
The list of current Internet-Drafts can be accessed at
http://www.ietf.org/ietf/1id-abstracts.txt
The list of Internet-Draft Shadow Directories can be accessed at
http://www.ietf.org/shadow.html.
Discussion and suggestions for improvement are requested. This
document will expire before July, 1999. Distribution of this draft is
unlimited.
2. Abstract
The "new IANA corporation" (referred to below as "the Internet
Corporation for Assigned Names and Numbers" (ICANN)) assumes the
existence of a "Protocol Supporting Organization" (PSO). This
document is a draft set of bylaws for such an organization.
2.1 Changes since last version.
This version has a number of changes that are the result of
discussion on the poission mailing list. In particular, the classes
of membership and the powers of the classes has been revised. A
number of ideas have been introduced in this draft to spur discussion
in advance of the sessions during the March IETF meeting where the
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PSO will be discussed. Note that this version has not had legal
review, parts may need to be revised when the review is done.
3. Preamble
The "new IANA corporation" (referred to below as "the Internet
Corporation for Assigned Names and Numbers" (ICANN)) assumes the
existence of a "Protocol Supporting Organization" (PSO) which has
four essential functions:
- providing funding (possibly nominal)
- appointing three ICANN Board Members
- creating a Protocol Council to advise ICANN
- propose policies and procedures to ICANN to be used to resolve
disputes between standards organizations in specific
circumstances.
As written, the ICANN by laws make it difficult for the IETF to
function itself as the PSO, mainly because the PSO owes some duties
to ICANN which are at variance with IETF autonomy and could make
additional demands in the future if the board of ICANN decided to,
and also because the PSO as described is open to more than one
standards body if appropriate.
This proposal assumes that the ICANN support organizations are
designed to bring the voice of the "practitioners of the art" in each
of the areas of discipline into the ICANN process. It also assumes
that the at-large members of the ICANN board represent the interests
of the general Internet community. Thus, this proposal does not make
provisions for a general membership in the PSO.
The proposal also assumes that ICANN is concerned with policies and
procedures for use in the Internet with a focus on inter-
organizational activities such as IP addresses and domain names. Thus
this proposal requires that the primary members of the PSO have
significant activities in the development of inter-organizational
standards for the Internet and significant market acceptance of their
standards.
Subject to approval by the IETF using its normal process, the IAB in
agreement with the IESG and assisted by the ISOC, proposes to create
a lightweight PSO to fulfil the above three functions. The intent is
to create a PSO such that the IETF can continue in practical terms to
both use the services of the IANA and influence its policies, without
excluding any other open standards body from the process.
The much of the text in this draft is borrowed legal text and may
need extensive change according to the jurisdiction chosen for the
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PSO. This version of the draft bylaws have been drawn up with the
assumption that the location of incorporation would be the U.S. State
of Delaware but it is quite possible that the actual organization
would be formed in Europe or elsewhere outside the U.S.
4. Draft Bylaws
DRAFT BYLAWS FOR THE PROTOCOL SUPPORT ORGANIZATION FOR THE
INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS
A Not-for-Profit Membership Corporation
ARTICLE 1: PURPOSES
Section 1. Purposes of the Corporation. The purposes of the
Protocol Support Corporation Inc. (the "Corporation") are:
a) To select nominees for the board of the Internet Corporation
for Assigned Names and Numbers ("ICANN") in accordance with
the procedures described in these Bylaws.
c) To form a Protocol Council to advise ICANN on matters
referred to it by ICANN.
d) To provide financial support for ICANN as requested by
ICANN.
e) Develop policies and procedures to be recommended to ICANN
for use by organizations developing standards for the
Internet to resolve disputes that may arise between these
organizations over specific protocol assignments in those
cases where the dispute is one in which the activity of one
standards organization blocks the deployment of a technology
from a second standards organization.
Section 2. Limitations on the Corporation. The Corporation shall
not perform any function not directly related to its purposes
as stated above, shall strive to avoid unnecessary expenditure,
and in particular shall not:
a) Suggest, specify, regulate, oversee or otherwise interfere
with contracts memorandums of understanding for services
between ICANN and individual technical standards or
technical specifications development organizations, or any
other contracts or memorandums of understanding not with the
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Corporation itself.
b) Develop technical standards, specifications or protocols.
c) Operate any Internet infrastructure facility such as an IP
address or domain name registry.
d) Develop policies or procedures which would interfere with
the operation of organizations developing standards or
specifications for the Internet other than for the specific
case mentioned in Article 1 Section 1 e.
ARTICLE 2: MEMBERSHIP
Section 1. Classes of Membership. The Corporation shall have two
classes of membership:
a) Class 1: Open, international, voluntary technical standard
and technical specification development organizations which:
1) Develop standards and/or specifications for inter-
organizational use over the Internet.
2) Can demonstrate active membership in the IP-related
standards and/or specification development process of
more than 1000 individuals, if individual memberships are
used by the organization, or 100 companies, if corporate
memberships are used by the organization.
3) Can demonstrate that there is significant deployment of
its standards on the Internet.
4) Makes its resulting standards and/or specifications
individually available for free or for a small processing
fee via the Internet.
International voluntary standards bodies are defined as
private sector international organizations that plan,
develop, establish, or coordinate voluntary standards.
An organization shall be considered open and international
if its standards or specifications development process is
open to any person of any nationality on equitable terms.
It shall be considered voluntary if it makes no claim to
compel use of its standards and specifications.
b) Class 2: Other technical standards and technical
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specification development organizations.
e) The Board of Directors may create additional classes of
Members by a two-thirds (2/3) vote of the Board of
Directors.
Section 2. Continuance of Membership. The rights, powers and
privileges of membership in the Corporation:
a) shall immediately terminate with respect to a Member upon
resignation of the Member from the Corporation
b) shall immediately terminate with respect to a Member of if
the Member does not pay the required Membership Fees within
the time determined by the Board of Directors;
c) may not be sold, pledged, encumbered, assigned or otherwise
transferred by any Member in any manner whatsoever;
d) shall immediately terminate with respect to a Member upon a
three-fourths vote by the Board of Directors entitled to
vote to expel such Member if the Board of Directors
determines, in its sole judgment, that such Member is not
acting in the best interests of the Corporation.
The Board of Directors shall set forth in writing the reason(s)
for any decision to terminate a Member pursuant to this
section. Any Member proposed to be terminated shall be
entitled to written notice, specifying the grounds for such
proposed termination, given at least thirty days prior to the
meeting at which such termination is to be voted upon, and
shall be entitled to appear before and be heard at such
meeting.
Section 3. Eligibility for Membership. Except as otherwise
specifically provided in these By-laws, all questions of good
standing, eligibility for membership, and rights, privileges
and responsibilities of Members shall be as set forth in the
Certificate of Incorporation, these By-laws or as determined by
the Board of Directors.
Section 4. Affiliated Entities. For purposes of these By-laws, a
Member shall be deemed to include any corporation, other
business entity, governmental agency, not-for-profit
Corporation or academic institution controlling, controlled by
or under common control with such Member, where "control" shall
mean the possession, direct or indirect, of the power to direct
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or cause the direction of the management and policies of an
entity, whether through the ownership of voting securities, by
contract, or otherwise. No corporation, other business entity,
governmental agency, not-for-profit Corporation or academic
institution which controls, is controlled by or is under common
control with a Member may become a Member of the Corporation.
Section 5. Rights of Members. Class 1 Members shall have the
power to elect members of the Board of the Corporation and,
under the provisions in Article 8, Section 2, nominate
candidates for the Protocol Council. Class 2 Members shall
have the right to nominate by petition candidates for the
Protocol Council as described in Article 8, Section 2. Both
classes of members have the right to vote on the candidates for
the Protocol Council. The other qualifications, rights,
privileges and responsibilities of each such class of member
are set forth in this Article 2 and elsewhere in these By-laws
and shall be subject to such other terms and conditions as the
Board of Directors may from time to time prescribe.
Section 6. Membership Fees. All members will pay annual
membership fees as determined by the Board from time to time.
Fees for each class of membership shall be set annually by the
Board at the lowest level consistent with the goals of fully
recovering the expected costs of the operation of the
Corporation for the coming year and establishing or maintaining
reasonable reserves for future expenses and contingencies
reasonably related to the legitimate activities of the
Corporation for the following year, including support for ICANN
if required. The fees for each membership classes should not
exceed an amount commensurate with the ability of the average
member of the specific class to pay, as determined in the
judgment of the Board.
Section 7. Representation for Class 1 and 2 members. Class 1 and
2 members of the Corporation each select an individual by a
process of their own choosing to represent that member where
required to fulfill the process defined in these bylaws. The
member shall notify the Corporation when an individual
representative is identified or replaced.
ARTICLE 3: MEETINGS OF MEMBERS
Section 1. Annual Meeting. All members of the corporation shall
meet in an annual meeting at least once each year at such
place(s) within or without the state of Delaware and at such
time(s) as the Board of Directors shall designate. At the
annual meeting, Directors of the Corporation shall be elected
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pursuant to Article 5, Section 2. The members shall also
consider any other proper business at the annual meeting.
Section 2. Special Meetings. Special meetings of the voting
members of the Corporation shall be called by the President or
the Board of Directors and shall be held at such place(s)
within or without the State of Delaware as may be determined by
the President.
Section 3. Notice of Meetings. Except as otherwise provided by
law, written notice of each meeting of members shall be given
not less than 10 nor more than 60 days before the date of the
meeting to each member entitled to vote at such meeting. The
notices of all meetings shall state the place, date and hour of
the meeting. The notice of a special meeting shall state, in
addition, the purpose or purposes for which the meeting is
called. If mailed, notice is given when deposited in the
United States mail, postage prepaid, directed to the member at
his address as it appears on the records of the corporation.
Section 4. Quorum. Except as otherwise provided by law, the
Certificate of Incorporation or these By-laws, a majority of
the members entitled to vote, present in person (including on a
telephone connection), shall constitute a quorum for the
transaction of business.
Section 5. Adjournments. Any meeting of members may be adjourned
to any other time and to any other place at which a meeting of
members may be held under these By-laws by the members present
or represented at the meeting and entitled to vote, although
less than a quorum, or, if no member is present, by any officer
entitled to preside at or to act as Secretary of such meeting.
It shall not be necessary to notify any member of any
adjournment of less than 30 days if the time and place of the
adjourned meeting are announced at the meeting at which
adjournment is taken. At the adjourned meeting, the
corporation may transact any business which might have been
transacted at the original meeting.
Section 6. Action at Meeting. When a quorum is present at any
meeting, the majority of the voting members present and
entitled to vote on a matter shall decide any matter to be
voted upon by the members at such meeting, except when a
different vote is required by express provision of law, the
Certificate of Incorporation or these By-laws.
ARTICLE 4:PUBLIC INFORMATION
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The Corporation shall publish, at least annually, a report
describing its activities and including financial statements. All
minutes of meetings of the Board and any Committees of the Board
shall be made publicly available following approval on its Web
Site and otherwise; provided, however, that minutes relating to
personnel or employment matters, legal matters (to the extent the
Board determines is necessary or appropriate to protect the
interests of the Corporation), matters that the Corporation is
prohibited by law or contract from disclosing publicly and other
matters that the Board determines are not appropriate for public
distribution shall not be disclosed. The board shall also publish
annually any payments made to any board member or member of the
Protocol Council.
Meetings of the Board of the Corporation shall be open to the
membership of the Corporation.
ARTICLE 5: BOARD OF DIRECTORS
Section 1. General Powers
a) Except as otherwise provided in these Bylaws the powers of
the Corporation will be exercised, its property controlled
and its business and affairs conducted by or under the
direction of the Board of Directors. Unless otherwise
provided herein or by law, the Board may act by a majority
vote of Directors present at any meeting, subject to the
quorum requirements in Section 10 of this Article 5. Any
references herein to a vote of the Board shall consider only
those members present at the meeting unless otherwise
provided herein by reference to "all of the members of the
Board."
Section 2. Number and Election of Directors
a) The authorized number of Directors of the Corporation shall
not be less than three (3), and not more than twelve (12),
except for the implications of section 5 of this Article.
b) Each Class 1 Member shall have the right to elect up to
three (3) Directors; provided that if there are five (5) or
more Class 1 Members, each Class 1 Member shall have the
right to elect only two (2) Directors, and if there are six
(6) or more Class 1 Members, each Class 1 Member shall have
the right to elect only one (1) Director.
c) Directors shall be elected at each annual meeting of the
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members, to hold office until the end of their terms,
pursuant to the procedures described in this Section. If an
annual meeting is not held or the Directors are not elected
at the annual meeting, they may be elected at any special
meeting of the Board held for that purpose. Each Director,
including a Director elected to fill a vacancy or elected at
a special meeting, shall hold office until expiration of the
term for which elected and until a successor has been
elected and qualified.
Section 3. Resignation. Any Director may resign at any time,
either by oral tender of resignation at any meeting of the
Board (followed by prompt written notice to the Secretary of
the Corporation) or by giving written notice thereof to the
President or the Secretary of the Corporation. Such
resignation shall take effect at the time specified, and,
unless otherwise specified, the acceptance of such resignation
shall not be necessary to make it effective.
Section 4. Removal of a Director. Any Director may be removed
following notice and a two-thirds (2/3) majority vote of all
members of the Board; provided, however, that the Director who
is the subject of the removal action shall not be entitled to
vote on such an action. Each Class 1 Member shall have the
right to remove and replace the Directors elected by it at any
time and for any reason or no reason, with or without cause and
with or without a meeting.
Section 5. Vacancies. A vacancy or vacancies in the Board of
Directors shall be deemed to exist in the case of the death,
resignation or removal of any Director, or if the authorized
number of Directors is increased. Any vacancy occurring on the
Board of Directors shall be filled by the Class 1 Member who
elected the departed Director. A Director elected to fill a
vacancy on the Board shall serve for the unexpired term of his
or her predecessor in office and until a successor has been
selected and qualified. No reduction of the authorized number
of Directors shall have the effect of removing a Director prior
to the expiration of the Director's term of office.
Section 6. Annual Meeting of the Board of Directors. Annual
meetings of the Board will be held for the purpose of electing
Directors, Officers and for the transaction of such other
business as may come before the meeting. The first annual
meeting will be held during July 1999 or on such other date as
may be set by the Board. Each annual meeting will be held at a
date and location chosen to avoid additional travel and expense
for Board members. At the discretion of the Board, members may
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be permitted to observe the annual meeting of the Board.
Section 7. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and place,
either within or without the State of Delaware, as shall be
determined from time to time by the Board of Directors,
provided that any director who is absent when such a
determination is made shall be given notice of the
determination. A regular meeting of the Board of Directors may
be held without notice immediately after and at the same place
as the annual meeting of members.
Section 8. Special Meetings. Special meetings of the Board may be
called by or at the request of one-third (1/3) of the members
of the Board or by the Chairperson of the Board. A call for a
special meeting will be made in writing by a Secretary of the
Corporation.
Section 9. Notice of Meetings. Notice of time and place of all
meetings will be delivered personally or by telephone or by
electronic mail to each Director, or sent by first-class mail
(air mail for addresses outside the United States) or
facsimile, charges prepaid, addressed to each Director at the
Director's address as it is shown in the records of the
Corporation. In case the notice is mailed, it will be
deposited in the United States mail at least five (5) business
days before the time of the holding of the meeting, and the
Secretary of the Corporation shall cause each Director to be
notified by telephone or electronic mail within two (2)
business days after the notice is mailed. In case the notice
is delivered personally or by telephone or facsimile or
electronic mail it will be delivered personally or by telephone
or facsimile or electronic mail at least two (2) business days
before the time of the holding of the meeting.
Notwithstanding anything in this Section 9 to the contrary,
notice of a meeting need not be given to any Director who
signed a waiver of notice or a written consent to holding the
meeting or an approval of the minutes thereof, whether before
or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of
notice to such Director. All such waivers, consents and
approvals shall be filed with the corporate records or made a
part of the minutes of the meetings.
Section 10. Quorum. At all annual and special meetings of the
Board, a majority of the total number of Directors then in
office shall constitute quorum for the transaction of business,
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and the act of a majority of the Directors present at any
meeting at which there is a quorum shall be the act of the
Board, unless otherwise provided herein or by law. If a quorum
shall not be present at any meeting of the Board, the Directors
present thereat may adjourn the meeting from time to time to
another place, time or date. If the meeting is adjourned for
more than twenty-four (24) hours, notice shall be given to
those Directors not at the meeting at the time of the
adjournment.
Section 11. Action by Telephone Meeting. Members of the Board or
any Committee of the Board may participate in a meeting of the
Board or Committee of the Board through use of conference
telephone or similar communications equipment, provided that
all Directors participating in such a meeting can speak to and
hear one another. Participation in a meeting pursuant to this
Section constitutes presence in person at such meeting. The
Corporation shall be required to make available at the place of
any meeting of the Board the telecommunications equipment
necessary to permit members of the Board to participate by
telephone.
Section 12. Action Without Meeting. Any action required or
permitted to be taken by the Board or a Committee of the Board
may be taken without a meeting if all of the directors entitled
to vote thereat shall individually or collectively consent in
writing to such action. Such written consent shall have the
same force and effect as the unanimous vote of such Directors.
Such written consent or consents shall be filed with the
minutes of the proceedings of the Board.
Section 13. Electronic Mail. Except as otherwise required by law,
communication by electronic mail shall be considered equivalent
to any communication otherwise required to be in writing. The
Corporation shall take such steps as it deems appropriate under
the circumstances to assure itself that communications by
electronic mail are authentic.
Section 14. Compensation. The Directors shall receive no
compensation from the Corporation for their services as
Directors, nor will the Corporation normally reimburse expenses
of Directors. The Board may, however, in exceptional
circumstances authorize the reimbursement of actual and
necessary reasonable expenses incurred by Directors performing
duties as Directors if and only if they have no other source of
such reimbursement.
Section 15. Presumption of Assent. A Director present at a Board
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meeting at which action on any matter is taken shall be
presumed to have assented to the action taken unless his or her
dissent or abstention is entered in the minutes of the meeting,
or unless such Director files a written dissent or abstention
to such action with the person acting as the Secretary of the
meeting before the adjournment thereof, or forwards such
dissent or abstention to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right
to dissent or abstain shall not apply to a Director who voted
in favor of such action.
Section 16. Rules of Procedure. The rules of procedure at
meetings of the Board and committees of the Board shall be
rules contained in "Roberts' Rules of Order on Parliamentary
Procedure," newly revised, so far as applicable and when not
inconsistent with law or these Bylaws, the Certificate of
Incorporation or any resolution of the Board.
ARTICLE 6: OFFICERS
Section 1. Enumeration. The officers of the Corporation will
consist of a President, a Treasurer and a Secretary and such
other officers with such other titles as the Board of Directors
shall determine, including one or more Vice Presidents,
Assistant Treasurers and Assistant Secretaries. Any person
may hold more than one office.
Section 2. Election of Officers. The officers of the Corporation
will be elected by the Board. Each such officer shall hold his
or her office until he or she resigns, is removed, is otherwise
disqualified to serve, or his or her successor is elected.
Section 3. Removal of Officers. Any Officer may be removed,
either with or without cause, by the Board. Should any vacancy
occur in any office as a result of death, resignation, removal,
disqualification or any other cause, the Board may delegate the
powers and duties of such office to any Officer or to any
Director until such time as a successor for the office has been
elected.
Section 4. President. The President will report to the Board and
be in charge of the day to day activities and business of the
Corporation. All other officers and any staff shall report to
the President or his or her delegate. The President shall
report regularly to the Board on the current state of the
Corporation and plans for the future.
Section 5. Secretary. The Secretary shall keep or cause to be
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kept the minutes of the Board in one or more books provided for
that purpose, will see that all notices are duly given in
accordance with the provisions of these Bylaws or as required
by law, and in general perform all duties as from time to time
may be prescribed by the Board.
Section 6. Treasurer. The Treasurer shall be the chief financial
officer of the Corporation. The Treasurer shall have charge
and custody of all the funds of the Corporation and shall keep
or cause to be kept, in books belonging to the Corporation,
full and accurate amounts of all receipts and disbursements,
and shall deposit all money and other valuable effects in the
name of the Corporation in such depositories as may be
designated for that purpose by the Board. The Treasurer shall
disburse the funds of the Corporation as may be ordered by the
Board and, whenever requested by them, shall deliver to the
Board an account of all his or her transactions as Treasurer
and of the financial condition of the Corporation. The
Treasurer shall be responsible for the Corporation's financial
planning and forecasting and shall assist the Chair in the
preparation of the Corporation's annual budget. The Treasurer
shall coordinate and oversee the Corporation's funding,
including any audits or other reviews of the Corporation. The
Treasurer shall be responsible for all other matters relating
to the financial operation of the Corporation.
Section 7. Chairman of the Board. The Board of Directors shall
appoint a Chairman of the Board, who shall be elected by the
Board of Directors at its first meeting following the annual
meeting of members, or at such other time as the Board of
Directors may approve. The Chairman of the Board shall perform
such duties and possess such powers as are assigned to him by
the Board of Directors.
Section 8. Compensation and Expenses. The Officers shall receive
no compensation from the Corporation for their services as
Officers. The Corporation will strive to avoid expenditure and
will not normally reimburse expenses. The Board may, however,
in exceptional circumstances authorize the reimbursement of
actual and necessary reasonable expenses incurred by Officers
performing duties as Officers if and only if they have no other
reasonable source of such reimbursement.
ARTICLE 7: DESIGNATION OF ICANN DIRECTORS
Section 1. From time to time the Corporation may be notified by
ICANN that the Corporation is entitled to elect or appoint one
or more persons to the ICANN board of directors. Following
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receipt of such notice, the Corporation will notify each Class
1 Member of the number of such positions. Each Class 1 Member
will have the right, no later than thirty (30) days following
such notice, to nominate one or more persons for each such
position using procedures of its own choosing.
Section 2. Additional nominees may be added by a petition signed
by at least 10% of the total membership of the Corporation.
Section 3. The final list of nominees comprises the list of
individuals developed using the procedures in Sections 1 and 2
of this Article who have agreed to serve if elected to the
ICANN board and who have agreed to abide by the terms of ICANN
board membership as may be defined by ICANN.
Section 4. The list of nominees will be posted on the
Corporation's Web Site for public comment for a period of not
less than 30 days. A mailing address shall be maintained to
receive any comments. This mailing list is private and may
only be viewed by the Board and the representatives members of
the Corporation. The persons who shall be designated as
directors of ICANN shall be selected by vote of the membership
of the Corporation.
Section 5. The Board will have the right, at any time, to replace
the Corporation's appointees to the ICANN board by a vote of at
least 2/3rds of all of the members of the Board; and such
persons shall, if and when replaced, be required to resign from
the ICANN board. Such persons shall represent the interests of
the Corporation in their dealings with ICANN.
ARTICLE 8: PROTOCOL COUNCIL
Section 1. Purpose. The Corporation shall have a Protocol Council
whose function shall be to advise ICANN on matters referred to
it by ICANN and to develop the policies and procedures
mentioned in Article I section 1e. The Protocol Council shall
not be deemed to constitute a committee of the Board.
Section 2. Size. The Protocol Council shall consist of eighteen
(18) individuals.
Section 2. Selection. Each Class 1 member shall nominate two (2)
candidates for each open position on the Protocol Council by a
procedure of its own choosing and shall notify the Board of
such appointments as and when they are made. Candidates for
the Protocol Council may also be nominated by petition signed
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by at least 10% of the members of the PSO. Individuals shall be
selected by secret ballot by the members of the PSO, using a
method defined by the Board, from the list of nominees.
The Corporation shall communicate the resulting membership of
the Protocol Council to ICANN as and when it changes. The
Protocol Council shall elect its own chairperson and adopt its
own procedures.
Section 3. Terms. The term of each member of the Protocol Council
shall be three (3) years except for the initial members whose
terms shall be six (6) members at each of one (1), two (2) and
three (3) years. In the cases where there are terms of varying
lengths open, the length of each term is determined by the
number of votes received with the longer terms being assigned
to the individuals with the greater number of votes. A coin
toss shall be used to determine the longer term in the case of
tie votes.
Section 4. Duties. From time to time ICANN may ask the
Corporation's Protocol Council to review and comment on
proposals before the ICANN Board. In these cases, the Protocol
Council shall solicit input from all members of the Corporation
and take into account their responses in forming the Protocol
Council's response to ICANN.
Section 5. Compensation. The members of the Protocol Council
shall receive no compensation from the Corporation for their
services as members of the Protocol Council, nor will the
Corporation reimburse expenses of members of the Protocol
Council.
ARTICLE 9: LIABILITY AND INDEMNIFICATION
Section 1. Except to the extent that Section 102(b)(7) of the
General Corporation Law of the State of Delaware prohibits the
elimination or limitation of liability of directors for
breaches of fiduciary duty, no director of the Corporation
shall be personally liable to the Corporation or its members
for monetary damages for any breach of fiduciary duty as a
director, notwithstanding any provision of law imposing such
liability. No amendment to or repeal of this provision shall
apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring
prior to such amendment.
Section 2. The Corporation shall, to the fullest extent permitted
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by Section 145 of the General Corporation Law of Delaware, as
amended from time to time, indemnify each person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the
fact that he is or was, or has agreed to become, a director or
officer of the Corporation, or is or was serving, or has agreed
to serve, at the request of the Corporation, as a director,
officer or trustee of, or in a similar capacity with, another
corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action alleged to have been
taken or omitted in such capacity, against all expenses
(including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or on his
behalf in connection with such action, suit or proceeding and
any appeal therefrom.
Indemnification may include payment by the Corporation of
expenses in defending an action or proceeding in advance of the
final disposition of such action or proceeding upon receipt of
an undertaking by the person indemnified to repay such payment
if it is ultimately determined that such person is not entitled
to indemnification under this Article.
The Corporation shall not indemnify any such person seeking
indemnification in connection with a proceeding (or part
thereof) initiated by such person unless the initiation thereof
was approved by the Board of Directors of the Corporation.
The indemnification rights provided in this Article (i) shall
not be deemed exclusive of any other rights to which those
indemnified may be entitled under any law, agreement or vote of
members or disinterested directors or otherwise, and (ii) shall
inure to the benefit of the heirs, executors and administrators
of such persons. The Corporation may, to the extent authorized
from time to time by its Board of Directors, grant
indemnification rights to other employees or agents of the
Corporation or other persons serving the Corporation and such
rights may be equivalent to, or greater or less than, those set
forth in this Article.
Section 3. The Board may adopt a resolution authorizing the
purchase and maintenance of insurance on behalf of any agent of
the Corporation against any liability asserted against or
incurred by the agent in such capacity or arising out of the
agent's status as such, whether or not this Corporation would
have the power to indemnify the agent against that liability
under the provisions of this Article.
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ARTICLE 10: GENERAL PROVISIONS
Section 1. Contracts. The Board may authorize any Officer or
Officers, agent or agents, to enter into any contract or
execute or deliver any instrument in the name of and on behalf
of the Corporation, and such authority may be general or
confined to specific instances. In the absence of a contrary
Board authorization, contracts and instruments may only be
executed by the following Officers: President or the Treasurer.
Unless authorized or ratified by the Board, no other Officer,
agent or employee shall have any power or authority to bind the
Corporation or to render it liable for any debts or
obligations.
Section 2. Deposits. All funds of the Corporation not otherwise
employed will be deposited from time to time to the credit of
the Corporation in such banks, trust companies or other
depositories as the Board may select.
Section 3. Checks. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness
issued in the name of the Corporation will be signed by such
Officer or Officers, agent or agents, of the Corporation and in
such a manner as shall from time to time be determined by
resolution of the Board.
Section 4. Loans. No loans will be made by or to the Corporation
and no evidences of indebtedness will be issued in its name
unless authorized by a resolution of the Board. Such authority
may be general or confined to specific instances; provided,
however, that no loans will be made by the Corporation to its
Directors or Officers or to members of the Protocol Council.
Section 5. Accounting. The fiscal year end of the Corporation
shall be determined by the Board. Annually the Corporation
will engage the services of an independent auditor to prepare
al report on the activities of the Corporation. The report of
the auditor shall be made public upon its acceptance by the
Board.
ARTICLE 11: POLICY PROPOSALS
One of the responsibilities of the PSO is to propose the policies
and procedures mentioned in Article I Section 1e. The Protocol
Council is charged with proposing these policies and procedures.
The proposals must then be supported by a majority of the Board
before they are forwarded to ICANN for their consideration.
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ARTICLE 12: NEW MEMBERS
Applications for Class 1 membership in the Corporation will be
reviewed by the Board to verify that the applicants meet the
requirements for Class 1 membership as defined in these bylaws by
the Board. An application is accepted if 1/2 of all members of
the Board agree that the applicant meets the qualifications.
Refused applications may be appealed to the ICANN Board which may
overturn the rejection if 2/3 of all of the members of the ICANN
board believe that the applicant meets the qualifications for
Class 1 membership as defined in these bylaws.
All applications for Class 2 membership shall be accepted as long
as the organization agrees to abide by the provisions of these
bylaws.
ARTICLE 13: AMENDMENTS
Except as otherwise provided in the Certificate of Incorporation,
these Bylaws may be altered, amended, or repealed and new Bylaws
adopted only upon action by two-thirds (2/3) majority vote of all
members of the Board with the support of at least 1/2 of all
members of the Corporation.
5. Acknowledgements
Much of the boilerplate for these bylaws was borrowed from the draft
bylaws for the Internet Corporation for Assigned Names and Numbers.
Brian Carpenter provided substantial comments and the preamble. Jorge
Contrera of Hale & Dorr provided a legal review of this document and
made a number of substantive suggestions. The definition of
voluntary standards bodies is taken from Report of the Federal
Internetworking Requirements Panel, 31 May 1994 [FIRP].
6. Security Considerations
This type of non-protocol document does not directly effect the
security of the Internet.
8. References
[FIRP] Report of the Federal Internetworking Requirements Panel, 31
May 1994. ftp://osi.ncsl.nist.gov/pub/firp/firp-report.asc
7. Editor's Address
Scott Bradner
Harvard University
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1350 Mass Ave, rm 876
Cambridge, MA
02138
USA
phone: +1 617 495 3864
sob@harvard.edu
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