[ga] BC Charter -- latest proposed revisions

[DannyYounger@cs.com]

Draft BC charter revision version B 2

List of Articles
1. Background
2. Mission statement
3. Principles
4. Membership
5. Structure
6. Elections
7. Issue management
8. Consensus building
9. Membership fees
 
1.  Background 
This document is the rules of procedure or charter for the Commercial and 
Business Entities Constituency of the Domain Name Supporting Organization 
(DNSO) of the Internet Corporation for Assigned Names and Numbers (ICANN), 
California, USA, hereafter the Business Constituency or the Constituency.  
The Business Constituency is that entity referred to in Article VI-b, Section 
3 of the ICANN bylaws.

2. Mission Statement
The mission of the Business Constituency is to ensure that:
-   the Constituency fully represents the views of the Internet business user 
community,
-   ICANN policy positions are consistent with the development of business 
via an Internet that is stable, secure and reliable while promoting consumer 
confidence.

3. Principles
The members of the Business Constituency endorse certain principles. 

1.  The stability, security and reliability of the Internet.
2.  The management of Internet names and numbers by an international 
not-for-profit private sector led entity - ICANN.
3.  The mandatory application by all generic top-level domain registries and 
registrars of existing and future ICANN consensus policies.
4.  Bottom-up policy development within the DNSO - a common forum for 
suppliers and users.


4. Membership
Members of the Business Constituency use the Internet to conduct business. 
The Business Constituency is a constituency representing customers of 
providers of connectivity, domain names, IP addresses, protocols and other 
services related to electronic commerce in its broad sense. 

1. The following may become members of the Business Constituency: 
- Subject to 4.2, any legally recognised for-profit entity that has been 
delegated a domain and that uses the Internet to conduct for-profit business.

- Subject to 4.2, any organization such as a trade association representing 
such entities. 

2 In keeping with the selective membership criteria of other DNSO 
constituencies, the Business Constituency represents the interests of a 
specific sector of Internet users. The purpose of the Constituency is to 
represent the interests of businesses using the Internet for, in its broad 
sense, electronic commerce with customers. 

To avoid conflicts of interest, this typically excludes for-profit entities 
whose primary relationship with ICANN is as a domain name service provider, 
such as a registry or registrar, as well as from other groups whose interests 
may not be aligned with business users. Such entities may find other 
constituencies offer more appropriate means of representing their members' 
interests.

Applicants will be asked to endorse the Constituency's Principles (article 3) 
as a condition of membership. 

3. All membership applications will be reviewed by a Credentials Committee 
which shall comprise at least three paid-up members of the Constituency, 
appointed by the Officers (as defined in 5.2) for a term of up to two years, 
with re-appointments possible. In the event of any appeal the Credentials 
Committee will take all reasonable measures to establish the facts of the 
appeal, review these facts and the final decision will be certified by the 
Officers.

4. Once approved by the Credential Committee an applicant must settle 
membership fees quickly in order to participate in the Constituency. An 
applicant who fails to settle fees within three months of approval, at the 
discretion of the Officers, may be asked to re-apply.

5. A member shall designate one representative as the principle point of 
contact and for voting. That person is the only person ordinarily able to 
vote on behalf of the member. The designated representative must be either a 
director or employee of that member but not an affiliate or connected 
undertaking. As association member will ordinarily designate a staff member 
as its representative but may choose to designate a director or employee of 
one of its member companies, subject to annual notification.

A member may also appoint a voting proxy for a specific meeting of the 
Constituency. The proxy must fulfil the conditions above for the designated 
representative or be another member's designated representative to the  
Business Constituency. Notification of a proxy must be made in writing to the 
secretariat 48 hours before the start of the meeting.


6. A member, who over a sustained period of time acts in conflict to this 
Charter, or who engages in acts which appear to be inappropriate for the 
stability, functionality or bona fide reputation of the Constituency, or who 
is or threatens to be a vexatious litigant,  at the request of another 
paid-up member and following review by the Officers and the Credentials 
Committee, may have their membership terminated and pro-rata fees returned, 
less any expenses incurred in the administration of the complaint, at the 
full discretion of the Officers and the Credentials Committee.

5. Structure

1. Names Council representatives
Three paid-up members shall be elected by members as Names Council 
representatives to serve a two-year term. They will act in the Names Council 
as representatives of and spokespersons for the Constituency and will 
collaborate with other members of the Names Council in pursuit of the mission 
of the Constituency.  

In order to assure geographical diversity, no two Names Council 
representatives may be citizens of the same geographic region as defined from 
time to time within the ICANN bylaws. For information purposes there were 
five such regions in 2001: Europe; Asia/Australia/Pacific; Latin 
America/Caribbean Islands; Africa; North America.

The Constituency may appoint a member to fulfil the term of office of an 
elected Names Council representative following the resignation of the 
representative. In the event that a NC member resigns with more than six 
months remaining in his or her term, the Officers may consider holding an 
election.

2. Officers
The Names Council representatives shall be the Officers of the Constituency 
and fulfil the function of an executive committee. The Officers are tasked 
with fulfilling the Constituency mission via administrative supervision and 
co-ordination. The Officers will inter alia:
- lead the consensus-building process in the Business Constituency; 
- propose issues for Rapporteurs and task forces (see 7.1, 7.2); 
- ensure notification of relevant ICANN or DNSO decisions to the Constituency;
- chair BC meetings;
- within two weeks of their election confirm appointments to any committees,  
task forces or other such representative roles and make any changes as 
appropriate;
- select, and oversee the work of, a secretariat.
- delegate to a moderator, typically the secretariat, the administration of a 
policy for Constituency e-mail lists.


3. Secretariat
There shall be a professional secretariat responsible for the day to day 
running of the Constituency. Typically the following services, which may be 
changed by the Officers from time to time, will be provided by the 
secretariat:
-   web site hosting, design and updating
-   an e-mail list of members
-   membership fee administration and financial reporting
-   co-ordination of physical and telephone meetings.

6. Elections 
1. The election process will be initiated by a nomination period of one week. 
Any paid-up member of the Business Constituency may nominate one person. This 
process (including receiving nominations, communicating nominations and 
publishing an overview of results) will be initiated and managed by the 
secretariat. 

2. Immediately following the nomination period, the secretariat will open an 
election period of one week, during which it will receive votes from members 
of the Constituency electronically, typically via e-mail. 

3. The winner(s) will be candidates receiving the largest number of votes.

4. In case of a tie a new election will be held among the nominees in the tie.

5. Depending on category BC members have 3, 2 or 1 vote(s). Votes are cast as 
a block and are not divisible. The secretariat will allocate votes cast 
according to category (as defined in article 9).

6. Proxy votes are allowed subject to written notification to the secretariat 
by the designated representative of the member after the nomination period 
and before the start of the voting period and subject to the proxy conditions 
of article 4.5.

7. Votes shall be counted and elimination made as follows. 
Elimination 1: upon the completion of the initial ballot, all other nominees 
from the same region as the person with the largest number of votes will be 
eliminated and that person is elected.
Elimination 2: from the resulting list, all other nominees from the same 
region as the person with the largest number of votes in that new list will 
be eliminated and that person is elected. 
Elimination 3: from the resulting list the remaining eligible votes will be 
counted and the person with the largest number of votes in that new list is 
elected.

7. Issue management
1. From time to time the Officers shall appoint members as Rapporteurs (issue 
managers) to develop positions on relevant issues. This role involves 
drafting and consultation with the members and the officers.  

2. From time to time the Officers shall set up committees or task forces to 
initiate positions on relevant issues or for membership sub-sets. 

3. Wherever possible the Constituency will produce written positions on 
relevant issues. 

8. Consensus Building
The following procedure shall be used for developing written positions.

1. Authorship.
The relevant Constituency working group Rapporteur will typically be 
responsible for preparing a first draft of a Business Constituency position 
or other paper and thereafter co-ordinating comments. However, any paid-up 
member of the Constituency is entitled to propose a position paper and, if 
there is sufficient support, be asked by the Officers to take on this role.  

2. Consultation and approval where there is no disagreement.
The draft position will be circulated for comment or posted on the web site. 
Members will be notified that there will be a ten working days' period for 
comment. If no comments are received the position will be deemed approved.  

3. Approval where there is initial significant disagreement.
Members who seek changes to a draft should submit proposed language in 
writing. If there are at least 3 members who oppose a position a mechanism to 
discuss the issue will be provided by the Rapporteur with the assistance of 
the Officers. This may be an e-mail discussion, a conference call or 
discussion at a physical meeting. If the majority of discussion members 
support the draft position, the position will be deemed approved.

4. Approval where there is continued disagreement.
Where the conference call or meeting indicates a split in the Constituency of 
more than 10% of the number of paid-up members, there will then be a vote 
(typically by e-mail) on the position. Only the designated representatives of 
members will be eligible to vote. Proxy votes are allowed subject to written 
notification to the secretariat by the designated representative of the 
member before the start of the voting period and subject to the proxy 
conditions of section 4.5.  Only members who have settled their fees will be 
eligible to vote. 

A position paper which has the support of at least a simple majority of 51% 
of the eligible votes in favour will be deemed adopted by the Constituency so 
long as the total number of members voting represents not less than a quorum 
of 51% of paid-up members. Where a quorum is not reached the Officers will 
decide whether a re-vote, re-thinking or publication of a minority position 
is required and the process will then repeat as appropriate. 


5. Solidarity.
When speaking as a BC member, members shall remain faithful to approved 
positions and the Constituency representatives to the Names Council will be 
required to support such positions en bloc.

6. Updates
From time to time updates may be needed to position papers. The Officers at 
that time will appoint a rapporteur to draft a revision and the procedure 
above will be followed.


9. Membership Fees
The Business Constituency has the right to require membership fees. These 
shall be set by the Officers following consultation with the members from 
time to time in accordance with sound financial management, including an 
option of group membership schemes, and fall into three categories of 
declining price and voting eligibility.
Category 1: companies (which are not micro enterprises) and associations 
spanning more than one ICANN region - 3 votes.
Category 2: an association spanning one ICANN region - 2 votes.
Category 3: Micro enterprises defined as companies which can demonstrate both 
less than 10 employees and a turnover of less than Euro 0.5 million - 1 vote. 

The Constituency's membership year is a calendar year. Members will be 
invoiced annually for fees. A member joining during the first six months of 
the year will be invoiced for that year at a monthly pro-rata. A member 
joining during the last six months of the year will be invoiced for the 
current year at a monthly pro-rata plus one full year for the following year. 
A member not paying a renewal demand shall lose all rights and benefits of 
membership on the 14th day following the date on which the second reminder 
invoice is due.

{This first revised charter was presented for review on 19 November 2001; 
comments from the Constituency were taken until 30 November 2001, a revised 
draft is presented for comment until December 14 and a final charter will be 
presented for affirmation in December.  The final revised charter will become 
effective immediately afterwards.}
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