Roberto Gaetano wrote:
Stef,Unfortunately your assumptions are incorrect.You wrote:
- snip -
> And, ORSC reserves the right to submit an alterantive to ICANN in any
> case, since the ICANN call is not limited to any specific party,
> though we do understand that ICANN has been engaged in some direct and
> private hand holding with DNSO.ORG.
>
This is not true. There's no statement of ICANN that may lead to believe any
pre-judgement on the issue. It is true, OTOH, that some of the people
involved in the DNSO.ORG process, like myself, have asked questions to ICANN
folks whenever possible on the attitude they have on specific issues (for
instance, incorporation). I would assume that whoever asked them the same
questions would have had the same answer.
This is of course a great idea in theory, but much more difficult in practice> None the less, we will proceed on the assumption that we are playing
> on a level field, and that our collective goal is to close ranks
> around a proposal that is faithful to our common values.
>
As I said many other times, sooner or later we have to melt together.
All what we can do sooner, the better.
given the actions of the DNSO.ORG group in several moves to disenfranchise
and disinclude many with their "Musical Mailing Lists fiasco", which is
of course referencing the "Participants List".
That is an easy problem to solve. Just make any Face to Face meetingOnly one problem is still open: how can we solve the points that are
different (E-Mail, teleconf, F2F meeting, ...).
available over simulcast and teleconference for those that are unable to
attend.
The flat model really has already been decided as part of meeting theGetting into practicalities, at first reading it looks to me that the
biggest disagreement is on membership. I recognize the effort in abandoning
the flat individual membership problem, but we need some in-depth discussion
on the pros and cons of assigning the same voting weight to corporate
interests and individuals, and evaluate some scenarios, mainly in the
perspective of guaranteeing that the membership structure that we will put
in place will not open for power grabs.
REQUIRNMENTS of the White Paper Roberto....
I believe that you left out our proposal, which I am attaching again below.Maybe what we need is Ellen to draft a summary of the differences among
DNSO.ORG, ORSC, NTIA to start working out a reasonable solution!? ;>)
I am still impressed by the good work on IANA/BWG/ORSC comparison for ICANN!
Regards,Regards
RobertoP.S. (to Kent)
> }Speaking as a dnso.org drafting committee member, and personally,
> }Mikki's draft will be given very serious consideration, and I am
> }extremely grateful (and surprised, to tell you the truth) that she
> }and ORSC are presenting dnso.org with a coherent and complete
> }document to chew on.
>
That was the reason for the Jan. 5 deadline, wasn't it?
For submission to ICANN, there's still another month.Regards
Roberto
--
Jeffrey A. Williams
CEO/DIR. Internet Network Eng/SR. Java/CORBA Development Eng.
Information Network Eng. Group. INEG. INC.
E-Mail [EMAIL PROTECTED]
Contact Number: 972-447-1894
Address: 5 East Kirkwood Blvd. Grapevine Texas 75208
PROPOSAL FOR AN "International"
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:
i. membership or participation criteria,
ii. methods for developing substantive Internet policies to be recommended
to the Board and selecting Board nominees,
iii. open, transparent, fair and non-discriminatory processes (including
procedures for public attendance at appropriate meetings of the Supporting
Organization and for the participation of interested persons who may
not be
members of the Supporting Organization in advisory committees of the
Supporting Organization),
iv. policies to ensure international and diverse participation,
v. policies for disclosure to the Corporation by members of or participants
in
a Supporting Organization council of conflicts of interest or other
financial
interests in matters within the scope of the Supporting Organization
(such
conflicts or interests, however, not necessarily requiring abstention
from
action), and
vi. methods for funding the Supporting Organization and providing funding
for the Corporation (consistent with Article IV, Section 2 of these
By-Laws).
ARTICLE I NAME
The name of this organization shall be "The International Domain Name
Supporting Organization."
ARTICLE II OBJECTIVES
1.) To provide for a well funded, open, transparent, and fair
representitive body of Stakeholders/Users to the
ICANN that
has broad and all inclusive and non-discriminatory
membership
irrespective of race, creed, sex, age, color, or
previous
condition of servitude as required under the Constitution
of the United States of America and recognized by
the United
Nations resolutions concerning open and unfettered
participation
in international organizations of public interest
and in
compliance and keeping with, public trust thereof.
2.) That no individual as a member of the Internet community
hereby known as a "Stakeholder" be disadvantaged
in any
manner in participating equally in all aspects of
the
DNSO (Domain Name Supporting Organization).
3.) That each individual shall have one (1) VOTE in determining or
otherwise determining the operational managment,
policy
advisment, or other matters that effect any "Stakeholder".
4.) That these "Stakeholders", regardless of their stature or
level of participation in the use or development
of the
internet or any of it's aspects there unto pertaining,
have equal VOTING and membership status as long
as they
remain members in good standing.
ARTICLE III MEMBERSHIP
1. Classes
The Domain Name Supporting Organization ("DNSO") shall be composed of
any individual, firm, association, corporation or other entity who
is the holder
of a second level domain (SLD) in any top level domain (TLD) (Hereinafter
"Domain Name Holder.") and
that any user weather or not a Domain name holder that has an
valid E-Mail address and is a paid up member has equal status
in all aspects as a member with full voting rights.
2. Method of Election
Any Domain Name Holder shall become a member of the DNSO upon
submission of an informational membership form and payment of the
membership dues.
3. Methods for funding the DNSO
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 but shall in no case be greater than $50.00 US. New
members' dues liability shall commence on the first of the month next
following receipt of its application for membership, 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.
Additional funding may come form any source volentering to provide
any additional funds and may request that thos funds be used for
some specific purposes such as supporting financialy disadvantaged
members. BUt that these funds are at the time of submittel be
than
the sole resposibility of the "DNSO" do do with as they see fit.
Any such doinated funds can be donated anomyously should the donator
so choose to deem that their desire.
A full audit shall be done every quarter and a anual audit in addition
will be conducted by a reputable accounting firm and that audit
shall be avalible for full review on the "DNSO" web site and/or
upon request by any member. That said request must be complied
with
within 15 days after the request is recieved.
4. Resignations
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
The Names Council is delegated the task of determining policies regarding
TLDs, including operation, assignment and management of the domain
name system and other related subjects, and, in accordance with Article
VI,
Section 3(a)(ii) of the Corporation's Bylaws, the Names Council shall
make
recommendations on such subjects to the Board of ICANN.
The Names Council shall seek input and review of its recommendations
and
Board nominations from all Members.
All recomendations shall be voted upon by the members before accepted
and than forwarded on to the ICANN.
..
The DNSO, the Names Council and the Membership will establish on-line
methods of meeting and conducting ballots.
The processes of the Names Council shall be governed by open and
transparent non-discriminatory. A general mechanism for review of conflicts
and grievances will be developed, and the Names Council shall randomly
select through a random names selection application,
Fair Hearing Panel which will, among other responsibilities delegated
to it by the Names Council, hear appeals pursuant to Article ___. of
this
application.
1. Initial Names Council
The initial Names Council shall consist of five members, elected by
the
Membership. 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 not be eligible
for
additional service on the Names Council at the end of the member's
term on
the initial Names Council.
a. Powers and Responsibilities
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, establishing and
election process to determine the three members to the initial
Board of ICANN, and responding to requests for advice and comment from
the Board and Individual membership organization 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.
(ii) Members of the Names Council shall serve with compensation,
and that members of the Names Council may be reimbursed
by the DNSO for out of pocket expenses incurred in connection with
their
function if the expense is objectively necessary. That these expenses
be paid and provided in the most fudiciery responsible manner
without placing any hardship or inconvience on any Names COuncil
member durring their term.
1. Eligibility and Powers of Council Members After the Initial Council
The control and management of the DNSO shall be vested in the Names
Council consisting of a Chairperson and eleven (11) council members,
each
of whom shall have one vote. The Names Council shall be elected by
the
Membership.
(b) Election
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. No DNSO member may nominate
more than one Names Council member nominee. All nominations must be
submitted to the Names Council 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. Those
receiving
the majority of the votes therefor shall be elected to such membership.
(c) Term
The term of membership on the Names Council shall be three years.
(d) Meetings
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.
(e) Vacancies
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 call for a special
election to replace that member within 15 days.
(f) Quorum
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 Membership.
The
Names Council shall ensure the fairness of any general election by
the
Membership of the three seats allocated to the DNSO.
(h) Removal of DNSO Representatives for the ICANN Board
If, in the opinion of the Names Council, a member of the ICANN Board
elected by the DNSO is no longer capable of fulfilling his or her
responsibilities, or is no longer operating in the best interest of
the
DNSO, the Names Council may, by 2/3 vote, call a Special Referendum
of the Membership asking for removal of that Board member. If 2/3 of
the
Membership then votes for removal, the Board Member will then be
removed.
In the event of removal of one or more DNSO elected members of the
ICANN Board, the Names Council will call for a special election to
replace that DNSO representitive within 15 days of that
removal.
ARTICLE V OFFICERS, COUNSEL AND EMPLOYEES
1. Election and Duties
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 3 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. THese
additional
officers must also stand election by the membership and be elected
by
simple majority of those voting.
2. President
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.
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.
4. Secretary
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.
5. Treasurer
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..
6. Counsel
Unless otherwise directed by the ICANN Board, the Names Council shall
retain a Counsel to serve as legal adviser to the Names Council.
This legal counsel may be replaced at any time by a majority vote of
the Names Council. Counsel shall give such legal opinions as may be
requested by the President or the Names Council.
7. Succession
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.
8. Employees
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. Each committee shall consist
of
the best possible experts in the given area.
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 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.
Any and all committees shall provide for open and transparent
interaction and communication with the Membership through an
open mailing list. Any member may have access to this list as
should any non-member for purposes of broad input.
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 must 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 such
records will be available to the membership within 10 days of their
creation, and shall be available via the World Wide Web, or by the
request of any member.
All action by each committee shall be reported to the Names Council
at its meeting next succeeding such action for a vote.
The "DNSO" shall provide for perminant legal advisour committee.
This committee is for the the following purposes:
a.) Seek, track and determine any and all legal issues regarding
Domain Names, TLDs, gTLD's, and ccTLD's and provide
input
to the Names Council on an ongoing basis with respect
to
trademark, registry and registrar issues as the
apply to
legal structures.
b.) To provide advise to members regarding legal matters with
respect to trademarks, registry functions and registrar
functions.
c.) To establish with other members of the business community
a channel of additional imput on legal matters regarding
trademarks, registry functions and registrar functions.
2.) This committee shall be funded by the DNSO.
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
20 percent of the DNSO Members, who shall specify in their request
the business which they desire to be considered at the proposed meeting.
3. Access to Information
The DNSO shall publish, at least quarterly, a report describing its
activities and including an audited financial statement and describing
any payments made by the DNSO to Directors (other than reimbursements
of expenses).
Minutes of all DNSO meetings shall be approved and published no later
than 15 days after voting by the Names Counsel. All minutes and meetings
of the DNSO (and any committees thereof) shall be made publicly available
immediate following approval by the Names Council, provided, however,
that any minutes relating to personnel or employment matters, legal
matters
(to the extent the Names Council determines is necessary or appropriate
to
protect the interests of the DNSO), matters that the DNSO is prohibited
by
law or contract from disclosing publicly and other matters that the
Names
Council reasonably determines are not appropriate for public distribution
shall not be included in the minutes made publicly available. For any
matters that the Names Council determines not to disclose, the
Names Council shall describe in generic terms in the relevant minutes
the reason for such nondisclosure.
4. Notice
The Names Council shall post on the a public World Wide Web Site:
(a) periodically a calendar of scheduled meetings for the upcoming
year,
and
(b) in advance of each DNSO 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 Names Council shall post notices
of
special meetings of the DNSO and of the Names Council at least fourteen
(14) days prior to the meetings.
Prior to adoption of any policies that substantially affect the operation
of the
Internet or third parties, the Names Council will:
(a) provide public notice on the Web Site explaining what policies
are
being considered for adoption and why;
(b) provide a reasonable opportunity for parties to comment on the
adoption of the proposed policies, to see the comments of others,
and to reply to those comments; and
(c) after a reasonable comment period, take action on the proposed
policies, establishing an effective date, and publishing the reasons
for the action taken.
As appropriate, the Names Council will facilitate the translation of
final published documents into various appropriate languages.
5. 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.
6. Names Council Reconsideration.
The Names Council shall adopt policies and procedures through which
a
party affected by an action of the DNSO (either directly or indirectly)
can seek reconsideration of that action. A court of competent
jurisdiction shall have the power to review claims of injury by the
DNSO's policies, and to order relief therefrom.
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.
The Names Council shall promulgate Fair Hearing Panels to ensure
openness, accountability, and transparency in its dealings with
membership, potential membership and other members of the Internet
community. The fair hearing panel shall be comprised of members
appointed by the relevant classes subject to oversight by the Names
Council. The Fair Hearing Panel shall be charged with collecting
information from all interested parties, investigating where
warranted, and presenting a report to the Names Council and to
within a reasonable period of time.
The Names Council shall accept the recommendations of a Fair Hearing
Panel if the Names Council finds that the recommended action, policy
or
procedure:
a .Complies with these By-laws,
b. Was arrived at through fair and open processes (including permitting
participation by representatives of other classes of membership if
requested),
c. Is not opposed by any of the other membership classes, and
d. .Furthers the purposes of the DNSO.
If the Names Council declines to accept such recommendation of a Fair
Hearing Panel, it shall return the recommendation to the Fair Hearing
Panel for further consideration, along with an explanation of the reasons
it
declines to accept the recommendation. If, after reasonable efforts,
the
Names Council does not receive a recommendation from a Fair Hearing
Panel that meets the foregoing standards or, after attempting to
mediate any disputes or disagreements between membership classes,
receives conflicting recommendations from Fair Hearing Panels, and
the Names Council finds that there is a justification for prompt
action, the Names Council may initiate, amend or modify and then
approve a specific action, policy or procedure. Nothing in this
Clause is intended to limit the general powers of the Names Council
or the DNSO to act on matters not within the scope of a Fair Hearing
Panel or that the Names Council finds are necessary or appropriate
to further the purposes of the DNSO.
Members (and others) must have open access to the DNSO through open
Fair Hearing Panels process via email, WWW contributions, formal (face
to
face) hearings and will at all times operate under ex parte procedures.
7. Names Council - Voting on Record
Every matter before the DNSO shall be decided using a roll-call in
which the vote cast by each member of the Names Council shall be recorded
in the
minutes and on the appropriate web site.
8. Quorum
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.
Any and all efforts shall be made to provide for virtual presence
of any members to any meetings and shall be counted as physically
present with respect to a quorum.
9. Voting by the Membership
Members may vote in person, written proxy, or electronically
dated not more than 10 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.
10. 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.
11. 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 VII REMOVAL, SUSPENSION AND EXPULSION
1. Removal of Officers and Committee Chairpersons
Any Officer or Committee Chairperson may be removed from office by a
vote
of two-thirds of the membership 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
A member may be suspended for a period or expelled for cause such
as
violation of any of the By-laws of the DNSO or for conduct prejudicial
to the
best interests of the DNSO.
A member may be temporarily or permanently disqualified from serving
as
a member for cause, such as violation of any of the By-laws of the
DNSO
or for conduct prejudicial to the best interests of the DNSO.
A member may be temporarily or permanently expelled for cause
such
as making false claims against another member, using profain language
conjunction of discourse on any DNSO mailing list, casting false
or unsubstanciated claims regarding any other member in a public
forum of any kind, or conductig him/herself in a manner that is
deemed vulger, disreputable, dishonest, or purposfully
misleading.
* Suspension, expulsion or disqualification of a member shall be by
a
two-thirds vote of the entire membership provided that a statement
of the
charges shall have been mailed to the member under charges at the last
recorded address at least fifteen (15) days before final action is
to
be taken thereon, accompanied by a notice of the time when and place
where a Special Meeting shall be held. The Names Council shall receive
input from any member who wishes at that time, and shall then vote
as
to whether a referendum shall be called for from the membership.
The member shall be given an opportunity to be present at the time
and place mentioned in such notice and to present a defense, including
the right of representation by counsel and the right of cross-examination.
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
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.
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 Deleware, 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
or E-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.
