Network Working Group Scott Bradner Internet-Draft Editor Harvard University Bylaws for a Protocol Support Organization DRAFT DRAFT DRAFT 1. Status of this Memo This document is an Internet-Draft. 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." To view the entire list of current Internet-Drafts, please check the "1id-abstracts.txt" listing contained in the Internet-Drafts Shadow Directories on ftp.is.co.za (Africa), ftp.nordu.net (Northern Europe), ftp.nis.garr.it (Southern Europe), munnari.oz.au (Pacific Rim), ftp.ietf.org (US East Coast), or ftp.isi.edu (US West Coast). Discussion and suggestions for improvement are requested. This document will expire before February, 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. 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 three essential functions: - providing funding (possibly nominal) - appointing three ICANN Board Members Bradner [Page 1] Internet-Draft PSO Bylaws September 1998 - creating a Protocol Council to advise ICANN 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. 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. In the following draft please concentrate on Articles I, II, IV, XI and XII. All the rest is borrowed legal text which has not been subject to legal review for this purpose, and may need extensive change according to the jurisdiction chosen for the PSO. There is no presumption about the jurisdiction except that it needs to be one where it is cheap and easy to create non-profit organizations. -------------------- 4. Draft Bylaws DRAFT BYLAWS FOR THE PROTOCOL SUPPORT ORGANIZATION FOR THE INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS A Not For Profit Membership Organization ARTICLE I: PURPOSE OF ORGANIZATION Section 1. PURPOSE OF THE ORGANIZATION The purpose of the Protocol Support Organization (PSO) is to: a) Provide financial support for the Internet Corporation for Assigned Names and Numbers. b) Select nominees as required for the board of the Internet Corporation for Assigned Names and Numbers. c) Appoint a Protocol Council to advise the Internet Corporation for Assigned Names and Numbers. Section 2. LIMITS ON THE ORGANIZATION Bradner [Page 2] Internet-Draft PSO Bylaws September 1998 The Organization shall not execute any function not directly related to its purpose as stated above, shall strive to avoid expenditure, and in particular shall not: a) Develop policies to be recommended to the board of the Internet Corporation for Assigned Names and Numbers. b) Suggest, specify, regulate, oversee or otherwise interfere with contracts for services between the Internet Corporation for Assigned Names and Numbers and individual technical standards or technical specifications development organizations, or any other contracts not with the PSO itself. Any such contracts are between the parties and not under the jurisdiction of the PSO. Technical standards, technical specifications or organizational procedures developed by individual technical standards or technical specifications development organizations are not subject to review by the PSO or by Internet Corporation for Assigned Names and Numbers. ARTICLE II: CLASSES OF MEMBERSHIP The Organization shall have four classes of membership: a) Class 1: Open, international voluntary technical standard and technical specification development organizations which contract all or essentially all of the assignment and management of protocol parameters, such as port numbers, enterprise numbers, and other technical parameters and related subjects for all standards produced by the standards organization to the Internet Corporation for Assigned Names and Numbers. An organization shall be considered open and international if its standards and specifications development process is open to any person of any nationality on equitable terms and if its resulting standards and specifications are freely available via the Internet. 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 specification development organizations. c) Class 3: Other organizations. d) Class 4: Interested individuals. Bradner [Page 3] Internet-Draft PSO Bylaws September 1998 ARTICLE III: TRANSPARENCY AND PROCEDURES Section 1. GENERAL The PSO shall operate to the maximum extent feasible in an open and transparent manner and consistent with procedures designed to ensure fairness. In addition to the specific procedures set forth in these Bylaws, the Initial Board shall investigate the development of additional policies and procedures designed to provide information about, and enhance the ability of interested persons to provide input to, the Board. Any such policies and procedures shall be widely publicized by the Board in draft form on a publicly-accessible Internet World Wide Web site maintained by the PSO (the "Web Site"). Any such policies and procedures may be adopted only after a process for receiving and evaluating comments and suggestions has been established by the Board, and after due consideration of any comments or suggestions received by the Board. Section 2. ACCESS TO INFORMATION The Board shall publish, at least annually, a report describing its activities and including an audited financial statement and describing any payments made by the PSO to Directors (other than reimbursements of expenses). All minutes of meetings of the Board and any Committees of the Board shall be made publicly available immediately following approval on the Web Site and otherwise. Minutes shall be made available immediately following approval by the Board; 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 PSO), matters that the PSO 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. For any matters that the Board determines not to disclose, the Board shall describe in generic terms the reason for such nondisclosure. Section 3. NOTICE AND COMMENT PROVISIONS The Board shall post on the Web Site (i) periodically a calendar of scheduled meetings for the upcoming year, and (ii) in advance of each Board meeting, a notice of the fact and time that such meeting will be held and, to the extent known, an agenda for the meeting. If reasonably practicable the Board shall post notices of special meetings of the Board at least fourteen (14) days prior to the meetings. Bradner [Page 4] Internet-Draft PSO Bylaws September 1998 Section 4. BOARD RECONSIDERATION The Board shall adopt policies and procedures through which a party affected by an action of the Board can seek reconsideration of any Board action. These policies and procedures may include threshold standards or other requirements to protect against frivolous or non-substantive use of the reconsideration process. The Board may, in its sole discretion, provide for an independent review process by a neutral third party. ARTICLE IV: POWERS Section 1. GENERAL POWERS a) Except as otherwise provided in these Bylaws the powers of the PSO will be exercised, its property controlled and its business and affairs conducted by or under the direction of the Board. Unless otherwise provided herein or by law, the Board, may act by a majority vote of Directors present at the meeting, subject to the quorum requirements in Section 17 of 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." b) The PSO shall not develop or adopt technical standards or technical specifications. c) The PSO shall not apply its standards, policies, procedures or practices inequitably or single out any particular party for disparate treatment unless justified by substantial and reasonable cause. d) The PSO will select nominees as required for the Board of the Internet Corporation for Assigned Names and Numbers. e) The PSO will appoint a Protocol Council to advise the Internet Corporation for Assigned Names and Numbers. Section 2. MEMBERSHIP FEES All members will pay annual membership fees for the support of the PSO including the support of any fees charged to the PSO by the Internet Corporation for Assigned Names and Numbers. Fees for each class of membership shall be set annually by the Board at the lowest level consistent with the goals of fully Bradner [Page 5] Internet-Draft PSO Bylaws September 1998 recovering the expected costs of the operation of the PSO for the coming year and establishing or maintaining reasonable reserves for future expenses and contingencies reasonably related to the legitimate activities of the PSO for the following year. The fees to the individual membership classes should not exceed an amount commensurate with the ability of the average member of the specific class to pay. ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS Section 1. NUMBER OF DIRECTORS AND ELECTION OF CHAIR a) The authorized number of Directors shall be not less than three (3). b) The Board shall elect a Chair from among the Directors. Section 2. QUALIFICATION OF DIRECTORS a) The Board shall be comprised of individuals nominated by Class 1 members. b) Each Class 1 member, using procedures of its own choosing shall nominate three (3) Directors. Section 3. CONFLICT OF INTEREST The Board shall require a statement from each Director not less frequently than once a year setting forth all business and other affiliations which relate in any way to the business and other affiliations of the PSO. Each Director shall be responsible for disclosing to the PSO any matter that could reasonably be considered to make such Director an "interested director" within the meaning of Section 5233 of the California Nonprofit Public Benefit PSO Law ("CNPBCL"). In addition, each Director shall disclose to the PSO any relationship or other factor that could reasonably be considered to cause the Director to be considered to be an "interested person" within the meaning of Section 5227 of the CNPBCL. The Board may adopt a policy specifically addressing Director and Officer conflicts of interest. No Director shall vote on any matter in which he or she has a material and direct interest that will be affected by the outcome of the vote. Section 4. DUTIES OF DIRECTORS Bradner [Page 6] Internet-Draft PSO Bylaws September 1998 Directors shall serve as individuals who have the duty to act in what they reasonably believe are the best interests of the PSO and not as representatives of a specific Class 1 member, employers or any other organizations or constituencies. Section 9. ELECTION AND TERM a) Directors shall be elected at each annual meeting of the Board 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. b) Each Class 1 member shall (i) select the Board members to be nominated by that Class 1 member using procedures of its own choosing and (ii) notify the Board and the Secretary of the PSO in writing of those selections at least 30 days prior to the date on which the Board votes on such nominee(s). The Board shall elect as Directors the persons properly nominated by the Class 1 members. c) The regular term of office of a Director shall not exceed three (3) years. The three Directors nominated by each Class 1 member shall each be elected for a term of one (1) year, two (2) years, or three (3) years, with each term considered to have begun on December 1, 1998, or the anniversary of that date, regardless of when those Directors actually take office, so as to maintain a total of three (3) Directors per Class 1 member. Section 10. RESIGNATION Subject to Section 5226 of the CNPBCL, 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 PSO) or by giving written notice thereof to the President or the Secretary of the PSO. 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. The successor shall be elected pursuant to Section 9 of this Article. Section 11. REMOVAL OF A DIRECTOR Bradner [Page 7] Internet-Draft PSO Bylaws September 1998 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; and provided further, that each vote to remove a Director shall be a separate vote on the sole question of the removal of that particular Director. A Director nominated by a Class 1 member can be recommended for removal by that Class 1 member through procedures adopted by that Class 1 member. Upon such recommendation for removal, the Board shall vote to remove such Director. If the Board seeks to remove more than one Director nominated by a Class 1 within a four-month period, the Board must show reasonable cause for its action. Section 12. 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, if the authorized number of Directors is increased, if a Class 1 member shall fail to nominate its Directors in accordance with Section 9 of this Article, or if a Director has been declared of unsound mind by a final order of court or convicted of a felony or incarcerated for more than 90 days as a result of a criminal conviction or has been found by final order or judgment of any court to have breached a duty under Sections 5230 et seq. of the CNPBCL. Any vacancy occurring on the Board of Directors shall be filled in accordance with Section 9 of this Article at any meeting of the Board occurring after such vacancy. 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. The replacement need not hold the office, if any, of the removed Director. 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 13. 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 December 1998 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. The annual meeting will be open to the public to the extent practicable. Bradner [Page 8] Internet-Draft PSO Bylaws September 1998 Section 14. REGULAR MEETINGS To avoid travel and expense there will be no regular meetings except the annual meeting. Section 15. 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 the Secretary of the PSO. Section 16. 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 on the records of the PSO. In case the notice is mailed, it will be deposited in the United States mail at least fourteen (14) days before the time of the holding of the meeting, and the Secretary of the PSO shall cause each Director to be notified by telephone or electronic mail within four (4) 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 seven (7) days before the time of the holding of the meeting. Notwithstanding anything in this Section 16 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 17. QUORUM At all annual and special meetings of the Board, a majority of the total number of Directors then in office shall constitute a quorum for the transaction of business, 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 Bradner [Page 9] Internet-Draft PSO Bylaws September 1998 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 18. 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 PSO 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 19. 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 20. ELECTRONIC MAIL Communication by electronic mail shall be considered equivalent to any communication otherwise required to be in writing. The PSO shall take such steps as it deems appropriate under the circumstances to assure itself that communications by electronic mail are authentic. Section 21. RIGHTS OF INSPECTION Every Director shall have the right at any reasonable time to inspect and copy all books, records and documents of every kind, and to inspect the physical properties, if any, of the PSO. The PSO shall establish reasonable procedures to protect against the inappropriate disclosure of confidential information. Section 22. COMPENSATION The Directors shall receive no compensation for their services Bradner [Page 10] Internet-Draft PSO Bylaws September 1998 as Directors. The PSO 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 Directors performing duties as Directors if an only if they have no other source of such reimbursement. Section 23. PRESUMPTION OF ASSENT A Director present at a Board meeting at which action on any corporate 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 by registered mail to the Secretary of the PSO 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 24. 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 these Bylaws, the Articles of InPSO or any resolution of the Board. Section 25. ANNUAL BUDGET The Board shall prepare an annual budget, which shall be published on the Web Site. ARTICLE VI: COMMITTEES The PSO shall have no committees. ARTICLE VII: OFFICERS Section 1. OFFICERS The officers of the PSO will include a Treasurer and Secretary. At the discretion of the Board, a General Counsel, one or more Vice Chairs, one or more Assistant Secretaries, and one or more Assistant Treasurers. Any person may hold more than one office, except that the Chairperson of the Board may not serve concurrently as the Secretary or the Treasurer. Bradner [Page 11] Internet-Draft PSO Bylaws September 1998 Section 2. ELECTION OF OFFICERS The officers of the PSO will be elected annually 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 a two-thirds (2/3) majority vote of all the members of 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. CHAIR OF THE BOARD The Chair of the Board will be in charge of all of the activities and business of the PSO. All other officers and any staff shall report to the Chair or his or her delegate. The Chair shall report annually to the Board on the current state of the PSO and plans for the future. The Chair shall submit to the Board the annual budget of the PSO for the next fiscal year at least three (3) months prior to the commencement of the fiscal year. The Chair will be empowered to call special meetings of the Board as set forth herein, and shall discharge all other duties as may be required by these Bylaws and from time to time may be assigned by the Board. Section 5. SECRETARY The Secretary shall keep or cause to be 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 PSO. The Treasurer shall have charge and custody of all the funds of the PSO and shall keep or cause to be kept, in books belonging to the PSO, full and accurate amounts of all receipts and disbursements, and shall deposit all money and other valuable effects in the name of the PSO in such depositories as may be Bradner [Page 12] Internet-Draft PSO Bylaws September 1998 designated for that purpose by the Board. The Treasurer shall disburse the funds of the PSO 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 PSO. The Treasurer shall be responsible for the PSO's financial planning and forecasting and shall assist the Chair in the preparation of the PSO's annual budget. The Treasurer shall coordinate and oversee the PSO's funding, including any audits or other reviews of the PSO. The Treasurer shall be responsible for all other matters relating to the financial operation of the PSO. Section 9. COMPENSATION AND EXPENSES The Directors and Officers shall receive no compensation for their services as Officers. The PSO 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 Directors or Officers if and only if they have no other reasonable source of such reimbursement. ARTICLE VIII: INDEMNIFICATION OF DIRECTORS, OFFICERS EMPLOYEES AND OTHER AGENTS It is not expected that the PSO will have any direct employees but the PSO shall, to maximum extent permitted by the CNPBCL, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the PSO. For purposes of this Article, an "agent" of the PSO includes any person who is or was a Director, Officer, employee or any other agent of the PSO; or is or was serving at the request of the PSO as a Director, Officer, employee or agent of another PSO, partnership, joint venture, trust or other enterprise. The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the PSO against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status a such, whether or not this PSO would have the power to indemnify the agent against that liability under the provisions of this Article. ARTICLE IX: GENERAL PROVISIONS Section 1. CONTRACTS Bradner [Page 13] Internet-Draft PSO Bylaws September 1998 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 PSO, 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: Chair, 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 PSO or to render it liable for any debts or obligations. Section 2. DEPOSITS All funds of the PSO not otherwise employed will be deposited from time to time to the credit of the PSO 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 PSO will be signed by such Officer or Officers, agent or agents, of the PSO 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 PSO 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 PSO to its Directors or Officers. ARTICLE X: ACCOUNTING YEAR AND TAX AUDIT Section 1. ACCOUNTING The fiscal year end of the PSO shall be determined by the Board. Section 2. AUDIT At the end of the fiscal year, the books of the PSO will be closed and audited by certified public accountants. The appointment of the fiscal auditors will be the responsibility of the Board. Section 3. ANNUAL REPORT AND ANNUAL STATEMENT Bradner [Page 14] Internet-Draft PSO Bylaws September 1998 The Treasurer shall cause the annual report and the annual statement of certain transactions as required by the CNPBCL to be prepared and sent to each member of the Board and to such other persons as the Board may designate, no later than one hundred twenty (120) days after the close of the PSO's fiscal year. The annual report and annual statement will also be made publicly available, on the Web Site and otherwise. ARTICLE XI: SELECTING NOMINEES TO THE BOARD OF THE INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS AND APPOINTING THE PROTOCOL COUNCIL a) The PSO shall nominate individuals for Directors of The Internet Corporation for Assigned Names and Numbers. b) Such nominations shall be done whenever there is a vacancy in the set of Directors to be nominated by the PSO. c) When one or more vacancies occur the Board of the PSO will notify each Class 1 member of the vacancies. d) Within 30 days each Class 1 member will nominate a person for each vacant position using procedures of its own choosing. e) The list of nominees will be posted on the PSO 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 of the PSO. f) Using secret ballot the Board selects nominees to be forwarded to the Internet Corporation for Assigned Names and Numbers from among the nominations received. g) If there are more than one vacancy and the terms of the vacancies differ the selected nominee with the most votes will be assigned the longer term, the one with the next highest vote shall be assigned the next longer term, etc. A coin toss will be used to select the term length in the case of a tie vote. h) Each Class 1 member will appoint not more than thirteen (13) members to the Protocol Council by a procedure of its own choosing and shall notify the Board of the PSO of such appointments as and when they are made or expire. The PSO shall communicate the resulting membership of the Protocol Council to the Internet Corporation for Assigned Names and Numbers as and when it changes. The Protocol Council shall elect its own chairperson and adopt its own procedures. Bradner [Page 15] Internet-Draft PSO Bylaws September 1998 ARTICLE XII: ICANN PROTOCOL COUNCIL From time to time the ICAN Board will ask the ICANN Protocol Council to review and comment on proposals before the ICAN Board. In these cases the Protocol Council shall solicit input from all members of the PSO and take into account their responses in forming the Protocol Council's response to the ICANN Board. ARTICLE XIII: AMENDMENTS Except as otherwise provided in the Bylaws the Bylaws of the PSO 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, except that these Bylaws shall not be amended until the earlier of (i) June 1, 1999, further provided that any provision requiring a vote of more than two-thirds (2/3) of all members of the Board shall be changed only by such larger vote. These Bylaws will be reviewed at least annually, or more often if deemed necessary. 5. Acknowledgements Much of the boilerplate for these bylaws was borrowed from the draft bylaws for the Internet Corporation for Assigned Names and Numbers. 6. Security Considerations This type of non-protocol document does not directly effect the security of the Internet. 7. Editor's Address Scott Bradner Harvard University 1350 Mass Ave, rm 876 Cambridge, MA 02138 USA phone: +1 617 495 3864 sob@harvard.edu Bradner [Page 16]