AIP Bylaws Draft

["Bret A. Fausett" <baf@fausett.com>]

For those of you who may want a text version, 
the Association of Internet Professional's DNSO bylaw draft is below. 

The other companion documents are on 
the AIP's web site at http://dnso.association.org

   -- Bret

===================================

1.0 		INTRODUCTION

These Bylaws provide guidance for the operation and management of the 
Domain Names Supporting Organization (hereafter, "DNSO") in accordance 
with the DNSO Platform.  Amendments to these Bylaws may be made by a 
two-third vote of the Names Council.

2.0 		MEMBERSHIP

2.1			Two Classes of Membership.  

There shall be two classes of DNSO membership, one individual and one 
corporate. Individual membership shall be available to all persons who 
are members of Affilliate Organizations or who join the DNSO as an 
individual member as specified in Paragraph 2.3 below. Corporate 
membership shall be available to all corporations or international 
equivalents as provided in Paragraph 2.4 below.

2.2 		Affiliate Organizations.  

Any incorporated organization of internet professionals with a legitimate 
interest in the activities of the DNSO (as determined by Article VI of 
the Bylaws of the Internet Corporation for Assigned Names and Numbers 
("ICANN")) may become an Affiliate Organization by petitioning the Names 
Council or the Organizational Committee for recognition.  Recognition as 
an Affiliate Organization shall be given to any paid membership 
incorporated organization that is willing to abide by the DNSO Platform, 
operate the DNSO under these bylaws, and share in the operational and 
financial responsibilities of the DNSO in the same proportion that its 
membership has to the DNSO as a whole.  Each paid member of an Affiliate 
Organization shall have the full rights and obligations of DNSO 
membership.

2.3			Individual Membership.  

Any internet professional or other person with a legitimate interest in 
the activities of the DNSO (as determined by Article VI of the Bylaws of 
the Internet Corporation for Assigned Names and Numbers ("ICANN")) may 
join as a individual member by paying an individual membership fee to be 
set by the Names Council or the Organizational Committee.  Membership 
shall be effective upon payment of the fee, and individual members shall 
have the full rights and obligations of DNSO membership.

2.4			Corporate Membership.

Any corporation (or similar international equivalent) may become a 
Corporate Member of the DNSO by petitioning the Names Council or the 
Organizational Committee for recognition.  Recognition as a Corporate 
Member shall be given to any corporation (or similar international 
equivalent) that is willing to abide by the DNSO Constitution, operate 
the DNSO under these bylaws, and pay the corporate membership fee set by 
the Names Council.  Membership shall be effective upon payment of the 
fee.  Corporate members shall be non-voting members of the DNSO and 
cannot run for election to any office as a corporation; notwithstanding 
the foregoing, individuals who are members of the DNSO shall not be 
precluded from voting or holding office because of the fact that they are 
employed or otherwise associated with a Corporate Member.

2.5			One Vote.

Voting members are entitled to only one vote, even if they a member of 
multiple Affiliate Organizations.
	
2.6			Reduced Fees.  

Reduction or waiver of the applicable annual fee shall be made for 
non-profit corporations, student members, retired members, and such other 
special categories as may be provided by the Names Council or the 
Organizational Committee. Reduction of the applicable annual fee also 
shall be made for individual members and corporate members from emerging 
nations; the Names Council shall determine an appropriate reduction of 
the fee after considering the gross national product, average annual 
income, and other relevant economic data of the applicant's home country.

3.0 		THE NAMES COUNCIL

3.1			Composition.  

The Names Council shall consist of 13 elected representatives plus At 
Large representatives as defined in 3.2 below.  

3.2 		At Large Representatives.  

Pursuant to its mission to ensure international and professionally 
diverse representation, the Names Council may appoint up to 6 DNSO 
members as representatives of, as appropriate, (i) unrepresented or 
underrepresented regions, and/or (ii) unrepresented business, 
professional or academic interests with a stake or interest in domain 
name system issues.  Those appointed as At Large Representatives will 
serve 1 year terms as Names Council members with a vote on all matters 
that come before the Names Council.  Any appointment as an At Large 
Representative to the Names Council shall be made by at least 9 elected 
members of the Names Council.

3.3 		Conduct of Business.  

The Names Council shall meet regularly on a schedule determined by its 
members, but not less than 4 times per year. Unless otherwise provided, a 
majority vote of the members attending a Names Council meeting at which a 
quorum is present shall be sufficient for the conduct of its business.

3.4 		Meeting Forums.  

At least once a year, the Names Council shall meet in person at a 
location agreed by its members. All other meetings of the Names Council 
may take place in person, by telephone, video, internet, any other 
efficient form of electronic conferencing, or by a combination of the 
aforementioned modes of communication. 

3.5 		Meeting Minutes.  

At each meeting, the members of the Names Council shall appoint a scribe 
to take notes and prepare minutes of the meeting.  Subject to the 
provisions of Paragraph 3.7 below, the Names Council shall post minutes 
of its meeting to the DNSO web site within 2 business days after the 
meeting has concluded.  

3.6			Open Meetings.  

Subject to the provisions of Paragraph 3.7 below, all meetings of the 
Names Council shall be open to all DNSO members. Members will be welcome 
to observe in-person meetings and, to the extent technically and 
financially practicable, listen to all other meetings.

3.7 		Executive Sessions of Names Council. 
 
When necessary and appropriate to protect the confidentiality of any 
matter before it, the Names Council can elect to hold an Executive 
Session, which shall be closed to all persons other than Names Council 
representatives.  By way of example and not by way of limitation, it may 
be appropriate for the Names Council to hold Executive Sessions to 
discuss private personnel matters.

3.8 		Names Council Meeting Attendance Requirement.  

In order to ensure a continuously active Names Council, elected members 
and At Large members who miss either (a) two consecutive Names Council 
meetings or (b) more than 25% of the meetings in any single year, shall 
be dropped from the Names Council in the absence of extenuating 
circumstances. 

3.9 		Conduct of Names Council Meetings.  

Robert's Rules of Order (Revised) shall govern the conduct of Names 
Council meetings on all matters not otherwise specified in these Bylaws 
or the Constitution. 

4.0 		NOMINATION AND ELECTION OF ICANN BOARD MEMBERS

4.1 		Elections Committee.  

The Names Council shall appoint an Elections Committee each year, which 
shall consist of a Chair and four or more members of the DNSO, not more 
than half of whom may be sitting members of the Names Council. The 
Elections Committee shall oversee the election of the DNSO's 
representatives on the ICANN Board of Directors and provide such other 
assistance as requested by the President.

4.2 		Call for Nominations.  

The Elections Committee Chair shall call for nominations for the ICANN 
Director positions from the DNSO membership in an e-mail to all members 
and in an announcement posted on the DNSO web site. The announcement will 
include procedures for nominations by petition (as set forth in 4.4 
below) and will be made at least 30 days prior to the mailing or 
distribution of ballots. 

4.3 		Eligibility.  

Any member of the DNSO in good standing, not otherwise disqualified, is 
eligible for election to the ICANN Board of Directors.

4.4 		Nomination by Petition.  

A petition nominating a DNSO member meeting the eligibility requirements 
and supported by the identifiable signatures of at least 50 individual 
members or at least 3 corporate members of the DNSO shall automatically 
place that member's name on the slate of nominees, provided such petition 
is received by the Nominations Committee Chair within 30 days after the 
call for nominations.  Such petitions must be submitted with the 
knowledge and agreement of the nominee. 

4.5			Ballots and Voting.  

The Elections Committee Chair shall provide the names of the nominees, 
biographical overviews, and individual position statements for 
preparation, mailing, and tallying of ballots to all members of the DNSO. 
 The Elections Committee shall use whatever means it deems appropriate 
and accurate to distribute, collect and tally ballots.

4.6 		Election.  

The candidate(s) receiving the highest number of votes shall be elected 
to fill the DNSO slots on ICANN's Board of Directors.  For the initial 
election, the person receiving the most votes shall be elected to fulfill 
the three-year term, the person receiving the next highest number of 
votes shall be elected to fulfill the two-year term, and the person 
receiving the third highest number of votes shall be elected to fulfill 
the one-year term.

4.7 		Notification of Election Results.  

Immediately upon receiving the election results, the Elections Committee 
Chair shall notify all candidates, the DNSO's Officers, Names Council 
members, the membership of the DNSO, and the Chair of ICANN's Board of 
Directors.

5.0 		NOMINATION AND ELECTION OF NAMES COUNCIL REPRESENTATIVES

5.1 		Call for Nominations.  

The Elections Committee Chair shall call for nominations for the Names 
Council from the DNSO membership in an e-mail to all members and in an 
announcement posted on the DNSO web site. The announcement will include 
procedures for nominations by petition (as set forth in 4.4 below) and 
will be made at least 30 days prior to the mailing or distribution of 
ballots. 

5.2 		Eligibility.  

Any member of the DNSO in good standing, not otherwise disqualified, is 
eligible for election to the Names Council.

5.3 		Nomination by Petition. 

A petition nominating a DNSO member meeting the eligibility requirements 
and supported by the identifiable signatures of at least 20 individual 
members of the DNSO or at least 2 corporate members of the DNSO shall 
automatically place that member's name on the slate of nominees, provided 
such petition is received by the Nominations Committee Chair within 30 
days after the call for nominations.  Such petitions must be submitted 
with the knowledge and agreement of the nominee. 

5.4			Ballots and Voting.  

The Elections Committee Chair shall provide the names of the nominees, 
biographical overviews, and individual position statements for 
preparation, mailing, and tallying of ballots to all members of the DNSO. 
 The Elections Committee shall use whatever means it deems appropriate 
and accurate to distribute, collect and tally ballots.

5.5 		Election.  

The candidate(s) receiving the highest numbers of votes for open 
positions shall be elected to the Names Council.   For the initial 
election, the persons receiving the seven (7) highest most vote totals 
shall be elected to fulfill two-year terms, and the persons receiving the 
next six (6) highest numbers of votes shall be elected to fulfill 
one-year terms.

5.6 		Notification of Election Results.  

Immediately upon receiving the election results, the Elections Committee 
Chair shall notify all candidates, current Names Council members, and the 
membership of the DNSO.

5.7 		Term of Office.  

Except for the initial election terms specified in Section 5.5, each 
Names Council member shall serve a term of two (2) years.

6.0 		OFFICERS 

6.1			Officers.  

The officers of the DNSO shall be President, Vice-President, Secretary, 
Treasurer, and Past President. 

6.2 		Term of Office.  

The terms of office for President and Vice-President shall be two years, 
commencing on January 1 after the year of election. The President and 
Vice President may not serve two consecutive terms in their respective 
offices. The term of the Past President shall be two years, commencing 
upon completion of the term as President. The terms of office for 
Secretary and Treasurer shall be one year, with reappointment allowed. 
Notwithstanding the foregoing, all officers shall continue to serve until 
their successors take office.

6.3 		President.  

The President shall supervise the affairs of the DNSO and shall speak for 
the DNSO on all matters not specifically delegated to others.

6.4 		Vice-President.  

The Vice-President shall fulfill the duties of the President in the 
absence or incapacity of the latter and from time to time shall fulfill 
such other functions as the President or the Names Council shall direct.

6.5 		Secretary and Treasurer.  

The Secretary and Treasurer shall be responsible for keeping the records 
of the Names Council in the areas commonly ascribable to their functions. 
They shall prepare and distribute reports, notices, and/or such documents 
as may be required by the President and the Names Council.

6.6 		Past President.  

Upon completion of his or her term in office, the President shall assume 
the office of Past President, and shall fulfill such responsibilities as 
the President or Names Council shall direct. 

7.0 		ELECTION OF OFFICERS

7.1 		President and Vice-President.  

The Names Council shall elect one of its members as President and one of 
its members as Vice-President. To the extent practicable, the Names 
Council shall not elect a President and Vice-President who are from the 
same region of the world or who have the same business, professional or 
academic interests.

7.2 		Secretary and Treasurer.  

The Names Council shall appoint a Secretary and Treasurer from willing 
and capable members of the DNSO. If the persons appointed to these 
positions are not themselves members of the Names Council, then they 
shall serve as Ex-Officio, non-voting members of the Names Council 
throughout their time in office.

7.3 		Election.  

The election of President and Vice-President shall be held at the 
earliest Names Council meeting after a term has expired.

8.0			RESEARCH COMMITTEES 

8.1			Reports and Recommendations.  

When requested by ICANN or upon its own initiative, the Names Council 
shall submit to ICANN a Report and Recommendation which shall contain the 
policy recommendations of the DNSO.

8.2 		Research Process.  

Whenever practicable based on considerations of time and the complexity 
of the issues presented, Reports and Recommendations made by the DNSO to 
ICANN shall be made by the process set forth in this Section 8.

8.3			Research Committees.  

For each matter upon which the DNSO makes a recommendation to ICANN, 
there shall be a Research Committee which will consider the relevant 
issues, research the ramifications of particular actions or inaction, 
review the comments and criticisms received by interested individuals and 
experts, hold hearings on the issues before it, reach consensus on the 
correct resolution of the issue, and draft and revise any Report and 
Recommendation.  

8.4			Composition of Research Committees.  

Each Research Committee shall be appointed by the Names Council and shall 
be composed of at least 9 persons, at least one of whom shall be a member 
of the Names Council.  In selecting members of a Research Committee, the 
Names Council shall be guided by the need to ensure regional diversity 
and the desire for professional and business experience, technical 
expertise, and academic insight on the matters presented.  Corporate 
Members may serve on Research Committees, and if requested to 
participate, shall designate one individual to serve on its behalf.  

8.5			Expansion of Research Committee Membership.

If, at any time, the members of any Research Committee feels that they 
need additional expertise or counsel on the issues before them, they may, 
in their discretion and by a majority vote of the committee's members, 
expand their membership by adding new committee members with the 
requisite experience or background.  

8.6			Issue Statement.  

After its members are appointed, each Research Committee shall meet to 
discuss the issue(s) with which it has been presented, prepare a 
timetable for the drafting of, and comments and revisions to, the Report 
and Recommendation, and draft an Issue Statement.  The Issue Statement 
shall fairly frame the issue(s) on which the Report and Recommendation 
shall be made to ICANN, and whenever practicable, provide an overview of 
various positions and possible outcomes.  The Research Committee shall 
promptly post its proposed timetable and Issue Statement to the DNSO 
website and invite comments. 

8.7			Comment Period and Open Hearing.  

The Research Committee shall review all comments submitted in response to 
the Issue Statement and shall schedule an Open Hearing at which 
interested persons can make additional statements and discuss the issues 
presented with the Research Committee.   Notice of the Open Hearing shall 
be posted on the DNSO section of the AIP web site at least 30 days in 
advance, and the Research Committee shall endeavor, to the extent 
feasible and practicable, to permit participation by telephone or 
videoconference.

8.8			First Request for Comments.  

The Research Committee shall review all comments submitted in response to 
the Issue Statement and consider the statements made and discussions held 
at the Open Hearing and shall draft a Report and Recommendation 
containing the tentative conclusions of the Research Committee, along 
with a detailed statement of reasons why it has reached its tentative 
conclusion.  This draft Report and Recommendation shall be posted to the 
DNSO website in the form of a "First Request for Comments."  The Research 
Committee shall allow at least 45 days from the date of first publication 
for the submission of comments and criticism.

8.9			Fair Hearing Petition.

If, after the First Request for Comments is published, any person, 
corporation, or organization (the "Petitioner") feels that the proposal 
outlined by the Research Committee either (i) places an unfair burden on 
the Petitioner's personal, business, or organizational interests, or (ii) 
is not in the best interests of the domain name system, the Petitioner 
may request a Fair Hearing. Each Petition for a Fair Hearing shall 
include (i) a detailed statement of the harm that would be caused if the 
proposal contained in the Request for Comments was adopted as policy; 
(ii) a specific reference to the language in the Request for Comments 
that would lead to the alleged harm; (iii) a specific proposal for new or 
modified language that would alleviate or minimize the alleged harm; and 
(iv) a statement of the Petitioner's professional or business interests 
that would be impacted in any way by the adoption of its proposed 
language. The Research Committee may either adopt the Petitioner's 
suggested language or hold a Fair Hearing.

8.10		Fair Hearing.

A Fair Hearing required by Sections 8.9 or 8.12 shall allow the Research 
Committee and the Petitioner, its representatives and supporters to 
discuss and debate the issues raised in the Fair Hearing Petition. Fair 
Hearings shall be open to all DNSO members. The purpose of the Fair 
Hearing shall be to seek consensus on the issues raised. After a Fair 
Hearing has been held, the Research Committee shall report on the DNSO 
web site whether consensus was reached, and if so, what was agreed by 
those present. Fair Hearings shall be open in the same manner as Names 
Council meetings as specified in Section 3.6. 

8.11		Second Request for Comments.  

The Research Committee shall review all comments submitted in response to 
the First Request for Comments and shall meet to discuss the issues 
before it and prepare a new draft Report and Recommendation.  This draft 
Report and Recommendation shall be posted to the DNSO section of the AIP 
web site in the form of a Second Request for Comments.  The Research 
Committee shall allow at least 45 days from the date of first publication 
for the submission of comments and criticism.

8.12		Fair Hearing on Changes to Proposal.

If, after the Second Request for Comments is published, any person, 
corporation, or organization (the "Petitioner") feels that any new 
proposals outlined by the Research Committee, not previously contained in 
the First Request for Comments, either (i) places an unfair burden on the 
Petitioner's personal, business, or organizational interests, or (ii) is 
not in the best interests of the domain name system, the Petitioner may 
request a Fair Hearing. The Petition for Fair Hearing shall contain the 
items set forth in Section 8.8 above and any Fair Hearing shall take 
place in accord with Section 8.9 above.

8.13		Final Request for Comments.  

The Research Committee shall review all comments submitted in response to 
the Second Request for Comments and shall meet to discuss the issues 
before it and prepare a new draft Report and Recommendation.  This draft 
Report and Recommendation shall be posted to the DNSO section of the AIP 
web site in the form of a Final Request for Comments.  The Research 
Committee shall allow at least 30 days from the date of first publication 
for the submission of comments and criticism.

8.14		Report to the Names Council.  

After reviewing all comments submitted in response to the Final Request 
for Comments, the Research Committee shall prepare a Report and 
Recommendation for the Names Council.  This Report and Recommendation 
will be posted promptly to the DNSO section of the AIP web site. 

8.15		Names Council Action.  

After the Report and Recommendation is submitted to it, the Names Council 
shall adopt the Report and Recommendation, reject it, or send it back to 
the Research Committee with instructions for additional study and/or 
drafting. In its discretion, the Names Council may submit a Report and 
Recommendation to the DNSO membership for ratification; if this is done, 
the Report and Recommendation shall be forwarded to the Elections 
Committee Chair, who shall arrange for a ratification vote. A Report and 
Recommendation shall be deemed "Ratified by the DNSO Membership" if a 
majority of those casting ballots vote in favor of the Report and 
Recommendation. Each Report and Recommendation forwarded to the ICANN 
Board shall clearly state whether it has been ratified by the DNSO 
membership.

8.16		Submission of Report and Recommendation to ICANN.  

If the Names Council adopts the Report and Recommendation or it is 
approved by a vote of the DNSO membership, it shall be forwarded to ICANN 
as the DNSO's "Report and Recommendation" on the issue(s) contained 
within it.

9.0			DUES, FEES, AND ASSESSMENTS

9.1			Review of Finances.  

The DNSO may raise funds.  The Names Council shall review the DNSO dues, 
fees, and assessments at least annually to ensure that usual and expected 
DNSO fiscal obligations will be satisfied.  

9.2 		Establishment of Dues, Fees, and Assessments.  

Dues and fees shall be set by the Names Council annually.  At the first 
Names Council meeting of the year, the Treasurer shall present the fiscal 
history, status and projections for the DNSO, and shall propose dues and 
fees for the next year. The Names Council shall adopt dues and fees for 
the next year in time to be reported by the Treasurer or President to the 
membership to be effective the subsequent year. Assessments to Affilliate 
Organizations may be proposed at any time.

10.0 		WEB SITE

10.1		Establishment of Web Site.  

The DNSO shall sponsor and operate a web site, maintained by an appointed 
Webmaster, that will contain copies of the DNSO Constitution, these 
Bylaws, all meeting minutes, Requests for Comments, Report and 
Recommendations, and all proposals for action at Names Council meetings. 
The DNSO also shall maintain a mailing list or publicly available 
newsgroup for the public discussion of DNSO business. 

10.2 		Webmaster.  

The DNSO's webmaster may serve indefinitely, subject to mutual agreement 
with the President. The compensation for the Webmaster, if any, may be 
set by the President, with the advice and consent of the Names Council.  
The Webmaster shall be an ex-officio member of the Names Council, without 
vote, unless otherwise elected to the Names Council.

10.3 		Responsibilities of Webmaster.  

The DNSO's Webmaster shall be responsible for implementing the internet 
publication of all DNSO governance documents, meeting minutes and audio 
files, and such other publications that the DNSO shall make available to 
the public. The Webmaster shall also maintain all DNSO mailing lists and 
newsgroups and ensure that they are operational, flexible, and responsive 
to the needs of the DNSO membership.

10.4 		Additional Assistance.  

With the approval of the Names Council, the President or a representative 
designated by the President may make arrangements with other entities to 
provide some or all of the services required of the DNSO's Webmaster. 

11.0 		ORGANIZING COMMITTEE

11.1 		Powers of Organizing Committee.   

The Organizing Committee shall have the following powers:  (i) to 
initiate and oversee initial elections to form the Names Council; (ii) to 
create and maintain the initial DNSO web site and mailing lists; and 
(iii) to solicit, review, and approve applications for recognition as an 
Affiliate Organization.

11.2		Composition of Organizing Committee.  

The Organizing Committee shall consist of the Chair of the AIP Board of 
Directors, the AIP Executive Director, [add officers of organizations 
wishing to participate with the AIP] and such other persons as they shall 
appoint to work with them on the matters listed in 11.1 above.