Internet DRAFT - draft-iesg-bradner-pso-bl
draft-iesg-bradner-pso-bl
Network Working Group Scott Bradner
Internet-Draft Editor
Harvard University
Bylaws for a Protocol Support Organization
DRAFT DRAFT DRAFT
<draft-iesg-bradner-pso-bl-00.txt>
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
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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
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- 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
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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.
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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.
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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
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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
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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
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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.
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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
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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
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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.
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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
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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
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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
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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.
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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]
