Proposed ICC INTA Comments
First, DNSO can form working groups to suggest policy within the scope of the DNSO preview, (and possibly, beyond). Then these proposals would be presented to DNSO, and put forward with majority and minority opinions (if needed.) it isn’t that hard for a group with thousands of members to "approve/authorize" policy. Representative groups with large memberships, AEA has 3200 members, the US Chamber has many more, and ICC has even more… all manage to arrive at equitable, consensus views through representative processes. We should concentrate on assuring that proper representative structures are in place as the best way to assure that an effective body is formed. Open Listservs and comment periods on proposed positions coupled with broad and effective representative mechanisms will help assure that parties have an opportunity to be heard and a representative role in decision making.
Many commentators on other lists have taken up the concept of the Internet as the ultimate participatory democracy. It is true that the Internet does facilitate democracy through information flows and the exchange of ideas. There are even democratic administrative structures which can be facilitated by e-mail, Listservs and web posting. There is, however, agreement on the need for the Names Council to be a representative body with certain drafting and policy development responsibility. The Names Council will be charged to do such drafting in the consultation with the extended membership. That consultation must be more focused than every member providing a separate opinion. Each group must provide a consensus opinion through a representative process. If groups would like to meet to discuss differences, whether in real or virtual environments, it can only be effectively accomplished through designated representatives. This is not meant to limit opinion, but rather to focus and channel it so that it may be heard.
More detailed comments (marked!) can be found in document.
November 24, 1998
INTA PROPOSAL FOR
DOMAIN NAME SUPPORTING ORGANIZATION
Under Article VI, Section 3(b) of the By-Laws of the Internet Corporation for Assigned Name sand Numbers ("ICANN"), an application for recognition as a Supporting Organization shall include, but not be limited to, a description of the following:
ARTICLE I NAME
The name of this organization shall be "The Domain Name Supporting Organization."
ARTICLE II OBJECTIVES
ICC is a bit uncomfortable with this articulation of objectives. This level of specificity, even denoted by way of inclusive example, may be confining.
The objectives of this organization shall be to I. Support ICANN’s Mission to generally protect and promote the interests of all users of the Internet and
(this is ICANN's mision this group is to work on behalf of the larger membership to promote fairness and stability in the enumerated topics), and 2) more particularly to disseminate information and make recommendations and policy regarding (1) TLDs; (2) the operation, integrity, assignment and management of the domain name system; and (3) other related subjects, including the relationship between trademarks and domain names. 4) and consumer protection issues and concerns, such as consumer fraud, privacy, and deception.
The objectives of the DNSO shall be carried out
in via means that seek to be as are open, transparent, and non-discriminatory as reasonably possible.
PROVISIONAL – DRAFT DOCUMENT
ARTICLE III MEMBERSHIP
The Domain Name Supporting Organization ("DNSO") shall be composed of representatives from (1) name registries, (2) registrars of top-level domains ("TLDs"),
(3) businesses, (4) other entities that are users or have "legitimate"(how is legitimacy determined?) interests involving the Internet, and (5) trademark and anti-counterfeiting Interests; (6) non profit and user organizations who are concerned about the stability and integrity of the Internet and (7) organizations who represent domain name users– businesses, non profits, and individual users.
An individual, firm, association or corporation owning or operating a domain name registry. Each Name Registry member shall have the right to one vote at the Annual Meeting of the DNSO. (Where country domain registries seek to be included, provision should be made to accommodate that participation through the development of a coalition of cctlds. In some cases, such coalitions or alliances already exist. ccTlds are still organizing and provision must be made to allow inclusion of different clusterings/regional groupings of such entities.)
Registrars of Top Level Domains
An individual, firm, association or corporation owning or operating a registrar of Top Level Domains (TLDs), including country code TLDs. Each Registrar member shall have the right to one vote at the Annual Meeting of the DNSO.
Businesses and representative organizations
An individual, firm, association or corporation owning or operating a business or representing business, excluding Name Registries or Registrars
with revenues of xx. and "owning" a domain name in active use. Each Business member in this category shall have the right to one vote at the Annual Meeting of the DNSO.
Governments and other governmental organizations need to have a mechanism by which their concerns can be heard as well. They do not really fit under any of the categories comfortably. We should address this issue.
Other Entities that are Users or Have Legitimate Interests Involving the Internet
An individual, firm, association or corporation that uses the Internet or has a legitimate interest in the objectives of the DNSO, excluding Name Registries, Registrars, Businesses, and Trademark and Anti-counterfeiting Interests, and including, but not limited to, Internet Service Providers,
consumers, and consumer groups and organizations which represent individual registrants of domain names, as well as consumer organizations who represent the consumers who use the Internet. )
Definition of Legitimate Interest
Any individual, firm, association or corporation having revenues of or spending at least $xx in connection with Internet-related activities shall be deemed to have a legitimate interest in the DNSO.
We suggest that the focus be on: willingness to work within the process; willingness to identify whom one represents, and the critical factor of "does one "own" a domain name(s) which are in use. Otherwise, one should have to provide information about representing domain name holders, or representing entities that rely on domain names, or show that they represent the public interest.
Each User or Legitimate Interest member shall have the right to one vote at the Annual Meeting of the DNSO.
Trademark and Anti-counterfeiting Interests
An individual, firm, association or corporation whose primary interest is the protection of trademarks or the effort to stop trademark counterfeiting and infringement. Each Trademark and Anti-counterfeiting Interest shall have the right to one vote at the Annual Meeting of the DNSO. [Corporations with trademark interests don't qualify? Coke is the most widely recognized trademark, yet the primary interest of the business remains selling soft drinks. Their interests can only be represented by associations whose full time interest is trademark protection? It would seem that this unnecessarily limits the trademark sphere. Would this include law firms that are in trademark area?]
PROVISIONAL – DRAFT DOCUMENT
We are concerned that the criteria here are open to much subjective interpretation. Can there be more objective criteria defined?
2. Method of Election
Each application for membership in the DNSO shall be submitted in writing on a form approved by the Names Council. The application shall require each applicant to submit a statement clearly and concisely documenting the applicant’s (a) involvement with respect to the objectives of the DNSO, and (b) legitimate interests in these objectives. The Names Council shall give prompt consideration to each applicant’s qualification for membership in the class designated and vote upon the application. An applicant must receive the affirmative vote of a majority of the Names Council to be elected to membership. Any applicant not receiving favorable action by the Names Council shall be submitted to the Board of Directors for ICANN for final action.
3. Methods for funding the DNSO and providing funding for ICANN
The DNSO shall obtain funding from membership dues levied on its members. The total annual dues of all members shall be determined by the Names Council, and shall be distributed equally among all DNSO members. A newly elected member’s liability for dues shall commence on the first of the month next following its election as a member, and its dues shall be pro-rated from that date to the end of the calendar year. No member shall have the right to vote until it has paid its dues in full. The annual dues of all members for each calendar year shall be due and payable on xx/xx of that year. Notice to this effect shall be sent to each member whose dues remain unpaid at the end of thirty days thereafter.
Any member whose annual dues remain unpaid 30 days after xx/xx shall be deemed to be delinquent and the rights of such members as members shall cease forthwith. Written notice to that effect shall be sent promptly to such member, and any member whose dues remain unpaid on xx/xx shall be dropped automatically from membership and promptly notified thereof. Members who have been so dropped may re-apply for membership on payment of any delinquency, and such application will be handled in accordance with Section 2 of this Article.
Will any members have the ability to recoup membership fees based on levy of fees upon Internet users or is ICANN the only entity entitled to do that? How will registries/registrars/isps pay for fees. What of user representatives? Will the fee structure be equal across all?
Any member may resign its membership at any time by giving written notice thereof to the Names Council, accompanied by payment of any outstanding indebtedness to the DNSO. Said resignation shall take effect as of its date unless some other date is specified therein. The acceptance of such resignation will not be necessary to make it effective. No dues previously paid by such resigning member shall be refunded by the DNSO unless such dues were not due and payable until after the resignation was received by the DNSO.
ARTICLE IV NAMES COUNCIL
Article VI, Section 3(a)(ii) specifically provides that the DNSO shall create a Names Council to make recommendations regarding TLDs, including operation, assignment and
management of the domain name system and other related subjects. In accordance with this provision, the Names Council shall act as the "governing body" of the DNSO.
1. Initial Names Council
The initial Names Council shall consist of
five a number of members, at least three from each of the membership classes identified in Article III, Section 1 of these By-laws . The members of the initial Names Council shall elect a Chairperson from among their ranks. Members of the initial Names Council shall serve a one year term or until the first Annual Meeting of the DNSO, whichever occurs first, unless such term is extended for an additional period. Members of the initial Names Council [shall/shall not] be eligible for additional service on the Names Council at the end of the member’s term on the initial Names Council.
The powers and responsibilities of the initial Names Council shall be limited to establishing the DNSO and ratifying its By-laws, making it financially solvent, hiring an Executive Director, appointing three members to the initial Board of ICANN [What is the timing of your process? Will it take so long that the DNSO will not be able to nominate it's own initial board members?], and responding to requests for advice and comment from the Board of ICANN.
(i) Members of the initial Names Council of the DNSO shall not be qualified to serve as a DNSO representative for the initial ICANN Board.
The control and management of the DNSO shall be vested in the Names Council consisting of a Chairperson and a number of
twenty ( 20) council members, each of whom shall have one vote.
With respect to the composition of the membership of the Names Council, it is essential to ensure adequate and proportional representation that is commensurate with each member’s interests in and contribution (financial or otherwise) to the Internet.
The Names Council shall be composed of the same classes of membership as the DNSO, and have the following composition:
6 members businesses and not for profit organizations both large and smallwho are domain name holders
4 members registries
4 members registrars of TLDs
X members CCTlds/organizations representing same
2-3 members organizations who represent domain name individual users (do these exist?) and others
3-6 members trademark
X members and anticounterfeiting interests
With respect to each class of membership, no majority from within each class may be from the same geographic regions, which consist of Africa (including the Middle East),
Asia-Pacific, Europe, North America, and South America; except when the Names Council members nominees for a particular class do not include such a geographic composition.
Names Council members shall be elected only at an Annual meeting of the DNSO. At least xx months prior to said Annual meeting, the Names Council shall set a xx day period in which DNSO members may be nominated for membership to the Names Council, and shall give all DNSO members xx days notice of such nomination period. Only DNSO members from a designated class of membership may be nominated for membership on the Names Council in such membership class, and only DNSO members of such membership class may nominate and vote on such nominee. No DNSO member may nominate more than one Names Council member nominee. All nominations must be submitted to the Board with a statement clearly and concisely documenting the DNSO member’s (a) involvement with respect to the objectives of the DNSO, and (b) legitimate interests in these objectives. Nominations which are either not timely submitted or which fail to provide a legitimacy statement as set forth above shall not be considered by the Names Council. Upon the close of the nomination period, the Names Council shall notify all DNSO members of the nominees for each class of membership. The nominees for each class of membership receiving the majority of the votes therefor shall be elected to such class membership.
The term of membership on the Names Council shall be three years, and a member from each class of membership will be elected each year, so that the three-year terms will be staggered. In the first two years, a random drawing shall determine which class of membership initially has members serving one or two year terms.
The members of the Names Council shall be required to meet at least four (4) times per year. The time and place of this meeting shall be selected by the Chairperson of the Names Council. The place of each meeting shall change to accommodate the international composition of the Names Council. Special or emergency meetings may be held at such times and places (1) as the Names Council may decide, (2) at the call of the Chairperson, or (3) on the written requests of the majority of the member of the Names Council.
In the event of a Names Council member’s death, resignation, ineligibility or inability to perform the duties of a member of the Names Council, a majority of the Names Council then in office shall have the power to designate a successor to serve for the remainder of
the term of such Names Council member. Only a person eligible to serve as a Names Council member shall be eligible for such designation.
A majority of the entire Names Council shall constitute a quorum for the purpose of any meetings of the Names Council.
(g) Selection of DNSO Representatives for the ICANN Board
Pursuant to Article V, Section 4 of the ICANN By-laws, the DNSO is accorded three (3) seats on the ICANN Board. Selection of the DNSO representatives for the ICANN Board shall rest with the Names Council. The Names Council shall ensure that all candidates have a significant understanding of the relationship between the Internet and business practice, intellectual property, free-speech, and consumer protection. Approval of a candidate for the ICANN Board shall require a 2/3 majority vote by the Names Council.
(i) : DNSO ICANN Board Nominating Committee/Task Force
The Names Council shall appoint a special task force to research, investigate, and interview potential candidates for the DNSO seats on the ICANN Board. Members of the Task Force shall be selected from the membership of the DNSO, and will include the chair of the DNSO as an ex officio member. Upon completing a list of candidates, said list shall be forwarded by the Task Force to the Names Council.
ARTICLE V OFFICERS, COUNSEL AND EMPLOYEES
The officers of the DNSO shall be a President, who shall also be Chairperson of the Names Council, an Executive Vice President, not more than xx other Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected from DNSO members at the Annual meeting by a majority vote to serve until the next Annual meeting or until a successor shall have assumed the duties of the office. No one shall be eligible to serve successive terms as President. The Names Council may likewise elect such other officers as it may from time to time deem advisable, and they shall perform such duties as the Names Council may prescribe.
The President shall preside at all meetings of the DNSO, and shall be the executive head of the DNSO, directly responsible to the Board of ICANN for the conduct of all DNSO operations and activities. The President shall have the authority to delegate to Name Council members or Committee Chairpersons such duties as seem appropriate for the administration thereof under the President’s general supervision. The President shall submit at each Annual Meeting of the DNSO a report of the activities of the DNSO during the proceeding year.
PROVISIONAL – DRAFT DOCUMENT
3. Vice President
In the event of the absence or inability of the President to perform the duties of the office, the Executive Vice President shall, except in the event of absence or inability to serve, become Acting President and exercise the authority and perform the duties of the office. In the event of the absence or inability of both the President and the Executive Vice President to perform the duties of the office of President, the Vice President who has seniority shall become Acting President and exercise the authority and perform the duties of the office.
If no Vice President has seniority, the Names Council shall designate a Vice President as Acting President who shall exercise the authority and perform the duties of the office.
If the President is absent or is unable to preside at a meeting of the DNSO, such meeting shall be presided over by the Executive Vice President, if present and able to act, otherwise by the Vice President having seniority who is present and able to act.
As used in this Section the term "seniority" means the greatest number of years of service as a member of the DNSO and the term "unable" and "inability" comprise death, physical disability, mental disability, resignation and removal from office.
The Secretary shall be responsible for the minutes of all meetings of the DNSO, and shall be the custodian of the seal and records of the DNSO. The Secretary shall perform such other duties as may be delegated by the Names Council.
The Treasurer shall have the custody of all monies and securities of the DNSO and shall place same in appropriate financial vehicles and repositories in accordance with guidelines established, at least on an annual basis, by the Names Council. The Treasurer shall keep proper books of account and sign checks and give such surety bonds as the Names Council may require. The Treasurer shall make reports on the financial condition of the DNSO at each Annual Meeting of the DNSO and, whenever called upon to do so, at other meetings of the DNSO and the ICANN Board. The Treasurer shall also perform such other duties as may delegated by the Names Council. All duties performed by the Treasurer shall be subject to the supervision and direction of the Names Council. All financial and other records in the custody of the Treasurer shall be open to the Names Council and the ICANN Board at all times for inspection or audit. On ceasing to hold office, the Treasurer shall surrender all records, files, books of account, monies, securities and other property of the DNSO to a successor or to such other person as shall be designated by the Names Council..
PROVISIONAL – DRAFT DOCUMENT
Unless otherwise directed by the ICANN Board, the Names Council shall retain a Counsel to serve as legal adviser to the Names Council and to hold office until the next Annual Meeting of the DNSO. Counsel shall give such legal opinions as may be requested by the President or the Names Council.
In the event of the death, resignation, removal from office or inability of any Officer, other than the President, to perform the duties of the office, the Names Council shall elect a successor to serve until the next Annual Meeting of the DNSO or until a successor shall have been elected and shall have assumed the duties of the office.
The DNSO shall employ a full-time [or part-time] executive with the title Executive Director who shall be the chief staff executive and who shall be responsible to the President and to the Names Council. The employment or discharge of an Executive Director shall be by the Names Council.
The Executive Director shall participate in the recommendation, formulation and implementation of policies and programs for the DNSO; shall be responsible for the development and implementation of administrative plans and procedures, for the administrative operation of the office and the supervision of all staff personnel; and shall, in conjunction with the Names Council, develop and implement a budget for the DNSO.
The Executive Director shall, with the advice and consent of the Names Council, hire additional employees on an as needed basis.
ARTICLE VI COMMITTEES
Given the importance of having a global consensus on the policies and procedures developed by DNSO, as well as expertise relating to the objectives of the DNSO, the Names Council may create committees for such terms and with such powers and duties, as it shall deem appropriate. The nomination of members to each committee and their election by the Names Council shall be conducted in the same manner as members of the Names Council are nominated under Article IV, except that committee members shall be voted on by the Names Council rather than by DNSO members. Each committee shall have the same class of membership requirements as the DNSO members set forth under Article III.
Once formed, each committee shall nominate and vote for a Chairperson from within the committee. The nominee with the most votes shall be elected Chairperson for a term of one year. A Chairperson shall be eligible for re-election for another one-year term, but
PROVISIONAL – DRAFT DOCUMENT
shall not again be eligible for election as Chairperson for a period of one year thereafter unless nominated for an additional term by a unanimous vote of the committee. The members of each committee shall be appointed for a term of one year, and shall be eligible for re-appointment for two successive subsequent terms of one year each. All committees shall be responsible to the Names Council for the performance of their duties, unless the Names Council shall otherwise direct. The duties of the committees shall be those indicated by their titles or as may be otherwise assigned to them by the Names Council.
Regular meetings of each committee may be held without the giving of notice if a day of the week, a time, and a place will have been established by the committee for such meetings. A majority of the members of each committee must be present, either in person or by telephone, radio, television or similar means of communication, at each meeting of such committee in order to constitute a quorum for the transaction of business. The act of a majority of the members so present at a meeting at which a quorum is present will be the act of such committee. Each committee will maintain a record, which need not be in the form of complete minutes, of the action taken by it at each meeting, which record shall include the date, time, and place of the meeting, the names of the committee members present and absent, the action considered, and the number of votes cast for and against the adoption of the action considered.
All action by each committee shall be reported to the Names Council at its meeting next succeeding such action for a vote.
ARTICLE VII MEETINGS
1. Annual Meeting
The Annual Meeting of the DNSO for the election of officers and Names Council and for the transaction of such other business as may come before the meeting shall be held at a time and place determined by the Names Council.
2. Special Meetings
Special meetings of the DNSO shall be held at such times and places as the Names Council shall determine. Special Meetings shall also be called by the President upon the request in writing of not less than xx percent of the DNSO Members, who shall specify in their request the business which they desire to be considered at the proposed meeting.
Written notice of any meeting of the DNSO shall be given personally, by first class mail or via the Internet not less than ten days before the date of each meeting and shall state the place, date and hour of the meeting and, if for a Special Meeting, shall also state the purpose or purposes for which the meeting is being called.
PROVISIONAL – DRAFT DOCUMENT
Meetings shall take place via telephone or similar communications equipment, or at such other place as determined by the President, Names Council Chairperson or Committee Chairperson and specified in the notice of the meeting. A meeting using telephone or similar communications equipment by means of which all members participating in such meeting can hear each other shall constitute presence in person at such meeting.
Waiver by a member in writing of notice of a meeting, signed by the member, shall be equivalent to the giving of such notice. Attendance by a member, whether in person or by proxy, at a meeting shall constitute a waiver of notice of such meeting of which the member has had no notice, unless except when the member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
4. On-Line Participation
To ensure international and diverse participation, the proceedings of the DNSO and the Names Council, as well as all Committees of the DNSO, shall to the fullest extent possible, be conducted on-line.
A majority of the members represented in person or by proxy shall constitute a quorum at all meetings, and the act of a majority of the members present at any such meetings at which there is a quorum will be the act thereof, unless the vote of a greater number is required by law, the Certificate of Incorporation or the By-Laws, in which case the vote of such greater number shall be requisite to constitute the act thereof.
Members may vote in person or by written proxy dated not more than xx days before the meeting named therein. Proxies shall be filed with the Secretary before being voted. Except as otherwise limited therein, proxies shall entitle the member named therein to vote at any meeting or adjournment of such meeting but shall not be valid after the final adjournment of such meeting. A proxy purporting to be executed by a member shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger.
7. Action by Written Consent
Any action required or permitted to be taken at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, is signed by all necessary members.
8. Adjournment of Meetings
At any meeting, if less than a quorum is present, a majority of the members present, either personally or by proxy, shall have the power to adjourn the meeting without notice other than announcement at the meeting until a quorum shall be present.
PROVISIONAL – DRAFT DOCUMENT
9. Rules of Order
All meetings of the DNSO, Names Council and Committees shall be conducted in accordance with the most recently revised edition of Robert’s Rules of Order, unless such conduct would be in conflict with these By-laws or any applicable provision of law in which case these By-laws or such applicable provision of law shall govern.
ARTICE VIII REMOVAL, SUSPENSION AND EXPULSION
Any Officer or Committee Chairperson may be removed from office by a vote of two-thirds of the entire Names Council for failure or refusal to perform the duties of the office properly, or for conduct bringing the DNSO into disrepute. Absence of an Officer of Committee Chairperson from three consecutive meetings may be deemed by the Names Council to be failure to perform the duties of the office properly.
2. Term of Paid Employees
Notwithstanding any provisions of these By-laws to the contrary, paid employees of the DNSO shall hold office and employment at the pleasure of the Names Council, and paid employees shall not be eligible to membership on the Names Council.
3. Suspension or Expulsion of a Member or Disqualification
ARTICLE IX CONFLICT OF INTEREST
Any contract or other transaction between the DNSO and any firm, corporation or association of which one or more of the DNSO members’ are members, shareholders, directors, officers or employees, or in which they are interested, shall be valid, provided (i) the fact of such interest is previously disclosed or known to the DNSO, and (ii) the DNSO shall nevertheless authorize, approve and ratify such contract or transaction at a meeting of the DNSO by a vote of a majority of the members present, such interested member or members to be counted in determining whether a quorum is present, but not to
PROVISIONAL – DRAFT DOCUMENT
be counted in calculating the majority of such quorum necessary to carry such vote. The awarding of contracts shall take place in a fair and non-discriminatory process. Affirmative duty to disclose conflicts?
ARTICLE X INDEMNIFICATION
The DNSO shall indemnify all Officers and Committee Chairpersons for acts within their respective authorities to the full extent permitted by the Not-For-Profit Corporation Law of the State of California, and the DNSO shall indemnify, to the same extent as Officers and Committee Chairpersons, all Counsel, members of committees, other volunteers authorized to act on behalf of the DNSO and employees of the DNSO. Any question as to whether a person is eligible for indemnification in a specific matter shall be determined either by a special Committee of at least three Officers who are not parties to the matter and who are appointed by the Names Council, or in a written opinion by an independent legal counsel who shall be designated by the Names Council.
ARTICLE XI AMENDMENTS
These By-laws may be amended at any meeting of the DNSO by a majority vote of the members, provided, that the Secretary shall have mailed notice in writing to all members, stating the proposed amendments in full, not less than twenty days prior to the meeting at which such amendments to these By-laws are to be voted upon.