Original document at http://www.icann.org/dnso/cctldapp.html
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Modifications submitted by Peter de Blanc (pdeblanc@usvi.net) , May 16, 1999
The (modified) document will
be circulated via iaTLD, wwTLD, ccTLD,
and elsewhere. The modifications address
organizational issues. Other policy issues, such as funding, taxes, etc.,
should be addressed by the Constituency once it forms. The “21 days” notice
provision I have inserted allows for booking of the lowest cost air travel.
Important for “small budget” ccTLDs, and allowing for greater membership
participation in physical meetings. (peter de Blanc PJD6 for .VI) Application to become the ccTLD Constituency Group within the DNSO of ICANN Introduction of the application This document serves as a draft of an application that will be made to ICANN to form the ccTLD constituency of the DNSO. It is expected that the final copy of this application will be presented to ICANN for ratification following the in person ccTLD constituency meetings to be held in Berlin. This application will undergo change as the parties involved reach consensus on the matters contained herein. It is being submitted at this time to ICANN simply as a method of announcing the intent of the ccTLD’s to form a constituency group and ensuring that a final application will be accepted by the ICANN board following the Berlin constituency meetings, as per the procedures defined by ICANN. It is also expected that this document will serve as a focal point for discussion in the creation of the constituency. The document contains draft "Procedures" for the operation of the constituency. These procedures are written in many cases like bylaws, however; they are in fact not bylaws, nor will they ever likely be incorporated into such as the constituency is not a separate legal entity. It is simply a group formed under auspices of the DNSO, a legal entity of ICANN. The document may seem cumbersome at first, but the level of detail is required in an effort to prevent future disputes and ensure the smooth operation of the Constituency. The document also contains the author’s notes as to why some statements appear the way they do. It is expected that these notes will be removed for the final submission. They are included here to give some insight as to the reasoning behind the statements and to facilitate debate. These comments are enclosed between parentheses [ ] . It should also be noted that although I am the Chair of the Canadian Internet Registration Authority (CIRA), the Vice-Chair of the Canadian Association of Internet Providers (CAIP) and well as serving on the board of directors for other companies, none of the boards of these entities has officially endorsed this document in its current stage. (It is expected that some of the entities will be signatories to the final result) Robert C. Hall
DEFINITIONS 1. In this document the following terms shall have the following meanings: 1.1 "Constituency" shall mean the ccTLD registries constituency group as defined in the "Domain Names Supporting Organisation Formation Concepts statement" adopted by the ICANN Board of Directors on March 4th, 1999; 1.2 "Names Council" shall mean Domain Names Supporting Organisation Names Council as defined in the above document; 1.3 "Constituency Management Council" shall mean Constituency Management Council directors; 1.4 "Procedures" shall
mean these procedures and rules for running the Constituency as well as other
procedures of the constituency put in effect from time to time;
1.5 "ccTLD" shall mean a country
code top level domain as defined by
ISO and recognised by IANA . 1.6 "Director" or "Directors" shall mean any one or more persons, respectively, who from time to time have been duly elected or appointed to serve on the constituency management council; 1.3 "Member" or "Members" shall mean any one ccTLD, who have been admitted to membership on the Constituency in accordance with the Procedures; 1.4 "Region" or "Regions" shall mean the global geographical regions as maintained by ICANN.
BUSINESS OF THE CONSTITUENCY The constituency shall carry on the business as defined by ICANN that is appropriate of a Constituency group of the DNSO. 1. Head Office. The location of the head office of the Constituency shall be voted upon by the membership at a meeting of the members. 2. Books and Records. The constituency management council shall see
that all necessary books and records of the Constituency required by the
By-laws or by any applicable statute or law are regularly and properly kept, and posted on a password-protected web site available to
all members of the Constituency. 3. Official Languages. The official language of the Constituency shall
be English. CONDITIONS OF MEMBERSHIP 4. Membership in the Constituencies shall be limited to ccTLD registries. ccTLD shall have the right to refuse or rescind membership at any time. Members who cease to be ccTLD registries or fail to pay membership fees, if any (in accordance with the Constituencies policies), shall no longer be Members of the Constituency forthwith after such event. 5. In cases where the
identification of the representative of the ccTLD is in dispute, the membership
shall be determined based upon the representative or entity 6. A representative of the member must be identified by the member for the task of carrying on the business of the Constituency, including voting. This representative should have authority to act on behalf of the ccTLD. 7. Any Member may withdraw from
the Constituency by delivering a resignation in writing or by electronic means
to the Constituency Management Council. MEMBERSHIP FEES 8. The Constituency Management Council shall determine the budget required for the operation of the Constituency each year. 9. Membership Fees will be
calculated
11. The Constituency Management Council may waive a Membership Fee of a ccTLD upon appeal by the individual Member where special circumstance warrant such waiver as determined by the Constituency Management Council.
CONSTITUENCY MANAGEMENT COUNCIL 12. The property
and business of the Constituency shall be managed by the Constituency
Management Council consisting
13. Directors must be individuals, at least 18 years of age, who are citizens with power under law to contract. Directors need not be Members. 14. The Constituency Management Council shall set a date each year for the election, by electronic vote as provided in paragraph 30, of the Directors of the Constituency (the "Directors Election Day") and shall advise all Members by electronic means of the date set for the Directors Election Day at least 90 days prior to the Directors Election Day. 15. A Nomination Committee shall be appointed annually by the Constituency Management Council. Any Nomination Committee member may be removed by a majority vote of the Constituency Management Council. The Nomination Committee shall prepare a list of candidates for election to the Constituency Management Council by the Members. After approval by the Constituency Management Council, the list of candidates will be distributed electronically to Members at least 30 days prior to the Directors Election Day. A Member may add an individual to the nominations provided that the nomination is supported by at least ten (10) Members. Such nomination shall be forwarded to the Nominations Committee in care of the Constituency by mail, delivery, fax or electronic means at least 7 days prior to the Directors Election Day. 16. The final list of candidates for
Directors shall be forwarded to the Members by electronic means on the
Directors Election Day by the Constituency Management Council and voting on the
election of the Directors shall be conducted electronically. Each Member shall
be entitled to one (1) vote for each position to be elected. The Members shall
have 7 days after the Directors Election day to cast their votes
electronically. The tallying of votes will be carried out in co-operation with
the Constituencies auditors and Directors will be declared elected on the basis
of having received a plurality of votes per region. Specifically, all
candidates would be ranked by the absolute number of votes received (e.g.
candidate X = 756 votes (first place), candidate Y = 500 votes (second place)).
Director positions will then be filled starting with the top of the order,
selecting 17. The Constituency Management Council Directors shall be elected each and every year. There is no restriction on how often an individual may run for the office of Director of the Constituency Management Council nor how many terms they may serve on the Constituency Management Council. 18. No two Directors may have the same employer directly or indirectly through common corporate ownership or otherwise or be financially associated, for example by similar sources of material employment income or material consulting income. The decisions of the Constituency Management Council from time to time on these matters shall be final and binding. Each Director must on an ongoing basis make disclosure to the Constituency if any change should occur in their employment or financial association that would cause the Director to have the same employment or be financial associated with another Director of the Constituency as described herein. 19. The office of Director shall be automatically vacated: 19.1 if a Director resigns office by delivering a resignation in writing or by electronic means to the Secretary of the Constituency, which resignation shall be effective at the time it is received by the Secretary of the Constituency or at the time specified in the notice, whichever is later; 19.2 if the Director is found by a court to be of unsound mind; 19.3 if the Director becomes bankrupt; 19.4 if the Director is convicted of an indictable felonious offence; excluding misdemeanors and traffic violations. 19.5 if a resolution is passed by two-thirds (2/3) of the Members that the Director be removed from office; 19.6 if the director violates the conflict of interest provisions set out in paragraph 18 herein. 19.7 on the death of such Director; Provided that if any vacancy shall occur for any reason set out in this paragraph, the Constituency Management Council by majority vote, if a quorum remains in office, may, by appointment, fill the vacancy until the next election of Directors with the candidate who received a plurality of votes in the last election from the region of the vacant director. If there are no more candidates then the Constituency Management Committee may appoint a Member of the Constituency to fill the vacancy until the next election of Directors providing the Member represents the same region as the vacating director. 20. Meetings of the Constituency
Management Council may be held at any time and place, to be determined by the
Directors provided that 21. A majority of the number of Directors in office shall constitute a quorum at any meeting of the Constituency Management Committee. 22. If a majority of the Directors
consent thereto, a Director may participate in a meeting of the Constituency
Management Council or of a committee of the Constituency Management Council by
means of such conference telephone or other communications facilities as permit
all persons participating in the meeting to communicate adequately with each
other, and a Director participating in such meeting by such means is deemed to
be present at the meeting. The Directors shall be required to provide to the
Secretary of the Constituency a phone number or e-mail address that are
personal to such Directors and shall use their best efforts to ensure that such
communication facilities are kept secure and available only to such Director.
Further, if a majority of the Directors consent thereto, votes on any issue may
be conducted electronically under the direction of the Secretary of the
Constituency in such a manner as to permit the Directors to communicate
adequately. Each Director shall be issued an identifier code by the Secretary
of the Constituency and shall receive the same information and motions electronically.
If a majority of the Directors objects to the specific means of communication
to be used for voting on a specific matter, then the electronic voting process
shall not be followed. A majority of the number of Directors in office shall
respond electronically to the Secretary in order to constitute a quorum within 23. Every question arising at any meeting of the Constituency Management Council shall be decided by a majority of votes cast on the question. 24. The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from such Director's position as such; provided that a Director may be paid reasonable expenses incurred by such Director in the performance of such Director's duties, including reasonable costs and expenses incurred by a Director in attending at meetings of the Constituency Management Council. Nothing herein contained shall be construed to preclude any director from serving the Constituency in any other capacity and receiving compensation therefor. 25. A retiring Director's resignation may be effective immediately, provided that in the absence of a notice sent electronically to the Secretary specifying that such retiring Director's resignation is to be effective immediately, such retiring Director shall remain in office until the dissolution or adjournment of the meeting at which such Director's retirement is accepted and such Director's successor is elected. 26. The Constituency Management Council may appoint such agents, consultants and professional advisors and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Constituency Management Council at the time of such appointment. 27. A reasonable remuneration for all
agents, consultants, professional advisors and employees and committee members,
shall be fixed by the Constituency Management Council. DNSO NAMES COUNCIL 28. Three Directors
from the Constituency Management Council shall be 29. These Directors shall be chosen This process will
occur every three years. Exact details of voting, time frames, etc, will be
developed by the council.
MEETINGS OF MEMBERS 30. The annual or any other general or special meeting of the Members shall be held at the head office of the Constituency or at any place as the Constituency Management Council may determine and on such day as the Constituency Management Council shall determine. 31. Each Member shall be entitled to receive notice of, attend or participate in and vote at every meeting of the Members. 32. Each Member participating in a meeting of Members shall have the right to exercise one (1) vote regardless of the size of the registry, size of the country or number of domains registered within the TLD. 33. At all meetings of the Members every question shall be determined by a majority vote. 34. At every annual general meeting of Members, in addition to any other business that may be transacted: (a) the report of the Constituency Management Council, the financial statements and the report of the auditors shall be presented to the Members and, (b) the auditors of the Constituency shall be appointed by the Members for the ensuing year. The Members may consider and transact any business either special or general at any meeting of the Members. 35. The Constituency Management Council shall have power to call, at any time, a general or special meeting of the Members, provided that in the event of the calling of a special meeting of the Members by the Constituency Management Council, the purpose of such special meeting shall be specified in the notice calling such special meeting. The Constituency Management Council shall call a special general meeting of the Members on written requisition of members carrying not less than 5% of the voting rights. 36. At least thirty (30) days' notice shall be given to each voting Member of any annual general or special meeting of Members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the Member to form a reasoned judgement on the decision to be taken. 37. No error or omission in giving notice of any annual general meeting of Members or any adjourned meeting of Members, whether general or special, of the Members shall invalidate such meeting or make void any proceedings taken thereat, and any Member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any Member, Director or Officer for any meeting or otherwise, the address of the Member, Director or Officer shall be the Members, Director's or Officer's last address as recorded on the books of the Constituency. 38. Meetings of Members may be held by electronic means which permit all persons participating in the meeting to communicate adequately with each other, and a Member participating in such meeting by such means is deemed to be present at the meeting. The Members shall be required to provide to the Secretary of the Constituency an e-mail address that is personal to such Members and shall use their best efforts to ensure that such communication facilities are kept secure and available only to such Member. Votes on any issue shall be conducted electronically under the direction of the Secretary of the Constituency in such a manner as to permit the Members to communicate adequately. Each Member shall be issued an identifier code by the Secretary of the Constituency and shall receive the same information and motions electronically. 39. Until the first Directors Election
Day, at least 40 of the Members, shall respond electronically to the Secretary
within seven (7) days from the AMENDMENT OF PROCEDURES 40. The Procedures
embodied in this document may be repealed, amended or a new procedure
installed, may be enacted by a majority of the votes cast at a meeting of the
Constituency Management Council and sanctioned by an affirmative vote of at
least two-thirds (2/3) of the Members at a meeting of Members duly called for
the purpose of considering the said Procedure. AUDITORS 41. Appointment. The Members shall at
each annual general meeting of Members appoint an auditor to hold office until
the termination of the next annual general meeting and to audit the accounts of
the Constituency for report to the Members at the next annual general meeting.
The auditor shall hold office until the next annual general meeting of Members
provided that the Constituency Management Council may fill any casual vacancy
in the office of auditor. The remuneration of the auditor shall be fixed by the
Constituency Management Council. MINUTES OF MEETINGS 42. The minutes of members meetings and Constituency Management Council Meetings shall be available to Members of the Constituency, each of whom shall receive a copy of such minutes if the Director or Member so requests of the Secretary. Minutes of meetings will be posted on the Constituencies web site for consultation by Members and the public. In the case where a Member cannot access the minutes through the web site, the Member may request the Secretary of the Constituency to make alternate arrangements.
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