Network Working Group Scott Bradner Internet-Draft Editor Harvard University February 1999 Bylaws for a Protocol Support Organization DRAFT DRAFT DRAFT 1. Status of this Memo This document is an Internet-Draft and is in full conformance with all provisions of Section 10 of RFC2026. 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." The list of current Internet-Drafts can be accessed at http://www.ietf.org/ietf/1id-abstracts.txt The list of Internet-Draft Shadow Directories can be accessed at http://www.ietf.org/shadow.html. Discussion and suggestions for improvement are requested. This document will expire before July, 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. 2.1 Changes since last version. This version has a number of changes that are the result of discussion on the poission mailing list. In particular, the classes of membership and the powers of the classes has been revised. A number of ideas have been introduced in this draft to spur discussion in advance of the sessions during the March IETF meeting where the Bradner [Page 1] Internet-Draft PSO Bylaws February 1999 PSO will be discussed. Note that this version has not had legal review, parts may need to be revised when the review is done. 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 four essential functions: - providing funding (possibly nominal) - appointing three ICANN Board Members - creating a Protocol Council to advise ICANN - propose policies and procedures to ICANN to be used to resolve disputes between standards organizations in specific circumstances. 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. This proposal assumes that the ICANN support organizations are designed to bring the voice of the "practitioners of the art" in each of the areas of discipline into the ICANN process. It also assumes that the at-large members of the ICANN board represent the interests of the general Internet community. Thus, this proposal does not make provisions for a general membership in the PSO. The proposal also assumes that ICANN is concerned with policies and procedures for use in the Internet with a focus on inter- organizational activities such as IP addresses and domain names. Thus this proposal requires that the primary members of the PSO have significant activities in the development of inter-organizational standards for the Internet and significant market acceptance of their standards. 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. The much of the text in this draft is borrowed legal text and may need extensive change according to the jurisdiction chosen for the Bradner [Page 2] Internet-Draft PSO Bylaws February 1999 PSO. This version of the draft bylaws have been drawn up with the assumption that the location of incorporation would be the U.S. State of Delaware but it is quite possible that the actual organization would be formed in Europe or elsewhere outside the U.S. 4. Draft Bylaws DRAFT BYLAWS FOR THE PROTOCOL SUPPORT ORGANIZATION FOR THE INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS A Not-for-Profit Membership Corporation ARTICLE 1: PURPOSES Section 1. Purposes of the Corporation. The purposes of the Protocol Support Corporation Inc. (the "Corporation") are: a) To select nominees for the board of the Internet Corporation for Assigned Names and Numbers ("ICANN") in accordance with the procedures described in these Bylaws. c) To form a Protocol Council to advise ICANN on matters referred to it by ICANN. d) To provide financial support for ICANN as requested by ICANN. e) Develop policies and procedures to be recommended to ICANN for use by organizations developing standards for the Internet to resolve disputes that may arise between these organizations over specific protocol assignments in those cases where the dispute is one in which the activity of one standards organization blocks the deployment of a technology from a second standards organization. Section 2. Limitations on the Corporation. The Corporation shall not perform any function not directly related to its purposes as stated above, shall strive to avoid unnecessary expenditure, and in particular shall not: a) Suggest, specify, regulate, oversee or otherwise interfere with contracts memorandums of understanding for services between ICANN and individual technical standards or technical specifications development organizations, or any other contracts or memorandums of understanding not with the Bradner [Page 3] Internet-Draft PSO Bylaws February 1999 Corporation itself. b) Develop technical standards, specifications or protocols. c) Operate any Internet infrastructure facility such as an IP address or domain name registry. d) Develop policies or procedures which would interfere with the operation of organizations developing standards or specifications for the Internet other than for the specific case mentioned in Article 1 Section 1 e. ARTICLE 2: MEMBERSHIP Section 1. Classes of Membership. The Corporation shall have two classes of membership: a) Class 1: Open, international, voluntary technical standard and technical specification development organizations which: 1) Develop standards and/or specifications for inter- organizational use over the Internet. 2) Can demonstrate active membership in the IP-related standards and/or specification development process of more than 1000 individuals, if individual memberships are used by the organization, or 100 companies, if corporate memberships are used by the organization. 3) Can demonstrate that there is significant deployment of its standards on the Internet. 4) Makes its resulting standards and/or specifications individually available for free or for a small processing fee via the Internet. International voluntary standards bodies are defined as private sector international organizations that plan, develop, establish, or coordinate voluntary standards. An organization shall be considered open and international if its standards or specifications development process is open to any person of any nationality on equitable terms. 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 Bradner [Page 4] Internet-Draft PSO Bylaws February 1999 specification development organizations. e) The Board of Directors may create additional classes of Members by a two-thirds (2/3) vote of the Board of Directors. Section 2. Continuance of Membership. The rights, powers and privileges of membership in the Corporation: a) shall immediately terminate with respect to a Member upon resignation of the Member from the Corporation b) shall immediately terminate with respect to a Member of if the Member does not pay the required Membership Fees within the time determined by the Board of Directors; c) may not be sold, pledged, encumbered, assigned or otherwise transferred by any Member in any manner whatsoever; d) shall immediately terminate with respect to a Member upon a three-fourths vote by the Board of Directors entitled to vote to expel such Member if the Board of Directors determines, in its sole judgment, that such Member is not acting in the best interests of the Corporation. The Board of Directors shall set forth in writing the reason(s) for any decision to terminate a Member pursuant to this section. Any Member proposed to be terminated shall be entitled to written notice, specifying the grounds for such proposed termination, given at least thirty days prior to the meeting at which such termination is to be voted upon, and shall be entitled to appear before and be heard at such meeting. Section 3. Eligibility for Membership. Except as otherwise specifically provided in these By-laws, all questions of good standing, eligibility for membership, and rights, privileges and responsibilities of Members shall be as set forth in the Certificate of Incorporation, these By-laws or as determined by the Board of Directors. Section 4. Affiliated Entities. For purposes of these By-laws, a Member shall be deemed to include any corporation, other business entity, governmental agency, not-for-profit Corporation or academic institution controlling, controlled by or under common control with such Member, where "control" shall mean the possession, direct or indirect, of the power to direct Bradner [Page 5] Internet-Draft PSO Bylaws February 1999 or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise. No corporation, other business entity, governmental agency, not-for-profit Corporation or academic institution which controls, is controlled by or is under common control with a Member may become a Member of the Corporation. Section 5. Rights of Members. Class 1 Members shall have the power to elect members of the Board of the Corporation and, under the provisions in Article 8, Section 2, nominate candidates for the Protocol Council. Class 2 Members shall have the right to nominate by petition candidates for the Protocol Council as described in Article 8, Section 2. Both classes of members have the right to vote on the candidates for the Protocol Council. The other qualifications, rights, privileges and responsibilities of each such class of member are set forth in this Article 2 and elsewhere in these By-laws and shall be subject to such other terms and conditions as the Board of Directors may from time to time prescribe. Section 6. Membership Fees. All members will pay annual membership fees as determined by the Board from time to time. Fees for each class of membership shall be set annually by the Board at the lowest level consistent with the goals of fully recovering the expected costs of the operation of the Corporation for the coming year and establishing or maintaining reasonable reserves for future expenses and contingencies reasonably related to the legitimate activities of the Corporation for the following year, including support for ICANN if required. The fees for each membership classes should not exceed an amount commensurate with the ability of the average member of the specific class to pay, as determined in the judgment of the Board. Section 7. Representation for Class 1 and 2 members. Class 1 and 2 members of the Corporation each select an individual by a process of their own choosing to represent that member where required to fulfill the process defined in these bylaws. The member shall notify the Corporation when an individual representative is identified or replaced. ARTICLE 3: MEETINGS OF MEMBERS Section 1. Annual Meeting. All members of the corporation shall meet in an annual meeting at least once each year at such place(s) within or without the state of Delaware and at such time(s) as the Board of Directors shall designate. At the annual meeting, Directors of the Corporation shall be elected Bradner [Page 6] Internet-Draft PSO Bylaws February 1999 pursuant to Article 5, Section 2. The members shall also consider any other proper business at the annual meeting. Section 2. Special Meetings. Special meetings of the voting members of the Corporation shall be called by the President or the Board of Directors and shall be held at such place(s) within or without the State of Delaware as may be determined by the President. Section 3. Notice of Meetings. Except as otherwise provided by law, written notice of each meeting of members shall be given not less than 10 nor more than 60 days before the date of the meeting to each member entitled to vote at such meeting. The notices of all meetings shall state the place, date and hour of the meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the member at his address as it appears on the records of the corporation. Section 4. Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, a majority of the members entitled to vote, present in person (including on a telephone connection), shall constitute a quorum for the transaction of business. Section 5. Adjournments. Any meeting of members may be adjourned to any other time and to any other place at which a meeting of members may be held under these By-laws by the members present or represented at the meeting and entitled to vote, although less than a quorum, or, if no member is present, by any officer entitled to preside at or to act as Secretary of such meeting. It shall not be necessary to notify any member of any adjournment of less than 30 days if the time and place of the adjourned meeting are announced at the meeting at which adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. Section 6. Action at Meeting. When a quorum is present at any meeting, the majority of the voting members present and entitled to vote on a matter shall decide any matter to be voted upon by the members at such meeting, except when a different vote is required by express provision of law, the Certificate of Incorporation or these By-laws. ARTICLE 4:PUBLIC INFORMATION Bradner [Page 7] Internet-Draft PSO Bylaws February 1999 The Corporation shall publish, at least annually, a report describing its activities and including financial statements. All minutes of meetings of the Board and any Committees of the Board shall be made publicly available following approval on its Web Site and otherwise; 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 Corporation), matters that the Corporation 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. The board shall also publish annually any payments made to any board member or member of the Protocol Council. Meetings of the Board of the Corporation shall be open to the membership of the Corporation. ARTICLE 5: BOARD OF DIRECTORS Section 1. General Powers a) Except as otherwise provided in these Bylaws the powers of the Corporation will be exercised, its property controlled and its business and affairs conducted by or under the direction of the Board of Directors. Unless otherwise provided herein or by law, the Board may act by a majority vote of Directors present at any meeting, subject to the quorum requirements in Section 10 of this 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." Section 2. Number and Election of Directors a) The authorized number of Directors of the Corporation shall not be less than three (3), and not more than twelve (12), except for the implications of section 5 of this Article. b) Each Class 1 Member shall have the right to elect up to three (3) Directors; provided that if there are five (5) or more Class 1 Members, each Class 1 Member shall have the right to elect only two (2) Directors, and if there are six (6) or more Class 1 Members, each Class 1 Member shall have the right to elect only one (1) Director. c) Directors shall be elected at each annual meeting of the Bradner [Page 8] Internet-Draft PSO Bylaws February 1999 members, 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. Section 3. Resignation. 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 Corporation) or by giving written notice thereof to the President or the Secretary of the Corporation. 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. Section 4. Removal of a Director. 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. Each Class 1 Member shall have the right to remove and replace the Directors elected by it at any time and for any reason or no reason, with or without cause and with or without a meeting. Section 5. 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, or if the authorized number of Directors is increased. Any vacancy occurring on the Board of Directors shall be filled by the Class 1 Member who elected the departed Director. 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. 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 6. 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 July 1999 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. At the discretion of the Board, members may Bradner [Page 9] Internet-Draft PSO Bylaws February 1999 be permitted to observe the annual meeting of the Board. Section 7. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place, either within or without the State of Delaware, as shall be determined from time to time by the Board of Directors, provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of members. Section 8. 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 a Secretary of the Corporation. Section 9. 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 in the records of the Corporation. In case the notice is mailed, it will be deposited in the United States mail at least five (5) business days before the time of the holding of the meeting, and the Secretary of the Corporation shall cause each Director to be notified by telephone or electronic mail within two (2) business 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 two (2) business days before the time of the holding of the meeting. Notwithstanding anything in this Section 9 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 10. Quorum. At all annual and special meetings of the Board, a majority of the total number of Directors then in office shall constitute quorum for the transaction of business, Bradner [Page 10] Internet-Draft PSO Bylaws February 1999 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 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 11. 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 Corporation 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 12. 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 13. Electronic Mail. Except as otherwise required by law, communication by electronic mail shall be considered equivalent to any communication otherwise required to be in writing. The Corporation shall take such steps as it deems appropriate under the circumstances to assure itself that communications by electronic mail are authentic. Section 14. Compensation. The Directors shall receive no compensation from the Corporation for their services as Directors, nor will the Corporation normally reimburse expenses of Directors. The Board may, however, in exceptional circumstances authorize the reimbursement of actual and necessary reasonable expenses incurred by Directors performing duties as Directors if and only if they have no other source of such reimbursement. Section 15. Presumption of Assent. A Director present at a Board Bradner [Page 11] Internet-Draft PSO Bylaws February 1999 meeting at which action on any 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 to the Secretary of the Corporation 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 16. 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 law or these Bylaws, the Certificate of Incorporation or any resolution of the Board. ARTICLE 6: OFFICERS Section 1. Enumeration. The officers of the Corporation will consist of a President, a Treasurer and a Secretary and such other officers with such other titles as the Board of Directors shall determine, including one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries. Any person may hold more than one office. Section 2. Election of Officers. The officers of the Corporation will be elected 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 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. President. The President will report to the Board and be in charge of the day to day activities and business of the Corporation. All other officers and any staff shall report to the President or his or her delegate. The President shall report regularly to the Board on the current state of the Corporation and plans for the future. Section 5. Secretary. The Secretary shall keep or cause to be Bradner [Page 12] Internet-Draft PSO Bylaws February 1999 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 Corporation. The Treasurer shall have charge and custody of all the funds of the Corporation and shall keep or cause to be kept, in books belonging to the Corporation, full and accurate amounts of all receipts and disbursements, and shall deposit all money and other valuable effects in the name of the Corporation in such depositories as may be designated for that purpose by the Board. The Treasurer shall disburse the funds of the Corporation 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 Corporation. The Treasurer shall be responsible for the Corporation's financial planning and forecasting and shall assist the Chair in the preparation of the Corporation's annual budget. The Treasurer shall coordinate and oversee the Corporation's funding, including any audits or other reviews of the Corporation. The Treasurer shall be responsible for all other matters relating to the financial operation of the Corporation. Section 7. Chairman of the Board. The Board of Directors shall appoint a Chairman of the Board, who shall be elected by the Board of Directors at its first meeting following the annual meeting of members, or at such other time as the Board of Directors may approve. The Chairman of the Board shall perform such duties and possess such powers as are assigned to him by the Board of Directors. Section 8. Compensation and Expenses. The Officers shall receive no compensation from the Corporation for their services as Officers. The Corporation 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 Officers if and only if they have no other reasonable source of such reimbursement. ARTICLE 7: DESIGNATION OF ICANN DIRECTORS Section 1. From time to time the Corporation may be notified by ICANN that the Corporation is entitled to elect or appoint one or more persons to the ICANN board of directors. Following Bradner [Page 13] Internet-Draft PSO Bylaws February 1999 receipt of such notice, the Corporation will notify each Class 1 Member of the number of such positions. Each Class 1 Member will have the right, no later than thirty (30) days following such notice, to nominate one or more persons for each such position using procedures of its own choosing. Section 2. Additional nominees may be added by a petition signed by at least 10% of the total membership of the Corporation. Section 3. The final list of nominees comprises the list of individuals developed using the procedures in Sections 1 and 2 of this Article who have agreed to serve if elected to the ICANN board and who have agreed to abide by the terms of ICANN board membership as may be defined by ICANN. Section 4. The list of nominees will be posted on the Corporation's 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 and the representatives members of the Corporation. The persons who shall be designated as directors of ICANN shall be selected by vote of the membership of the Corporation. Section 5. The Board will have the right, at any time, to replace the Corporation's appointees to the ICANN board by a vote of at least 2/3rds of all of the members of the Board; and such persons shall, if and when replaced, be required to resign from the ICANN board. Such persons shall represent the interests of the Corporation in their dealings with ICANN. ARTICLE 8: PROTOCOL COUNCIL Section 1. Purpose. The Corporation shall have a Protocol Council whose function shall be to advise ICANN on matters referred to it by ICANN and to develop the policies and procedures mentioned in Article I section 1e. The Protocol Council shall not be deemed to constitute a committee of the Board. Section 2. Size. The Protocol Council shall consist of eighteen (18) individuals. Section 2. Selection. Each Class 1 member shall nominate two (2) candidates for each open position on the Protocol Council by a procedure of its own choosing and shall notify the Board of such appointments as and when they are made. Candidates for the Protocol Council may also be nominated by petition signed Bradner [Page 14] Internet-Draft PSO Bylaws February 1999 by at least 10% of the members of the PSO. Individuals shall be selected by secret ballot by the members of the PSO, using a method defined by the Board, from the list of nominees. The Corporation shall communicate the resulting membership of the Protocol Council to ICANN as and when it changes. The Protocol Council shall elect its own chairperson and adopt its own procedures. Section 3. Terms. The term of each member of the Protocol Council shall be three (3) years except for the initial members whose terms shall be six (6) members at each of one (1), two (2) and three (3) years. In the cases where there are terms of varying lengths open, the length of each term is determined by the number of votes received with the longer terms being assigned to the individuals with the greater number of votes. A coin toss shall be used to determine the longer term in the case of tie votes. Section 4. Duties. From time to time ICANN may ask the Corporation's Protocol Council to review and comment on proposals before the ICANN Board. In these cases, the Protocol Council shall solicit input from all members of the Corporation and take into account their responses in forming the Protocol Council's response to ICANN. Section 5. Compensation. The members of the Protocol Council shall receive no compensation from the Corporation for their services as members of the Protocol Council, nor will the Corporation reimburse expenses of members of the Protocol Council. ARTICLE 9: LIABILITY AND INDEMNIFICATION Section 1. Except to the extent that Section 102(b)(7) of the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its members for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. Section 2. The Corporation shall, to the fullest extent permitted Bradner [Page 15] Internet-Draft PSO Bylaws February 1999 by Section 145 of the General Corporation Law of Delaware, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom. Indemnification may include payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article. The Corporation shall not indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation. The indemnification rights provided in this Article (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement or vote of members or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article. Section 3. The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not this Corporation would have the power to indemnify the agent against that liability under the provisions of this Article. Bradner [Page 16] Internet-Draft PSO Bylaws February 1999 ARTICLE 10: GENERAL PROVISIONS Section 1. Contracts. 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 Corporation, 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: President 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 Corporation or to render it liable for any debts or obligations. Section 2. Deposits. All funds of the Corporation not otherwise employed will be deposited from time to time to the credit of the Corporation 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 Corporation will be signed by such Officer or Officers, agent or agents, of the Corporation 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 Corporation 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 Corporation to its Directors or Officers or to members of the Protocol Council. Section 5. Accounting. The fiscal year end of the Corporation shall be determined by the Board. Annually the Corporation will engage the services of an independent auditor to prepare al report on the activities of the Corporation. The report of the auditor shall be made public upon its acceptance by the Board. ARTICLE 11: POLICY PROPOSALS One of the responsibilities of the PSO is to propose the policies and procedures mentioned in Article I Section 1e. The Protocol Council is charged with proposing these policies and procedures. The proposals must then be supported by a majority of the Board before they are forwarded to ICANN for their consideration. Bradner [Page 17] Internet-Draft PSO Bylaws February 1999 ARTICLE 12: NEW MEMBERS Applications for Class 1 membership in the Corporation will be reviewed by the Board to verify that the applicants meet the requirements for Class 1 membership as defined in these bylaws by the Board. An application is accepted if 1/2 of all members of the Board agree that the applicant meets the qualifications. Refused applications may be appealed to the ICANN Board which may overturn the rejection if 2/3 of all of the members of the ICANN board believe that the applicant meets the qualifications for Class 1 membership as defined in these bylaws. All applications for Class 2 membership shall be accepted as long as the organization agrees to abide by the provisions of these bylaws. ARTICLE 13: AMENDMENTS Except as otherwise provided in the Certificate of Incorporation, these Bylaws 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 with the support of at least 1/2 of all members of the Corporation. 5. Acknowledgements Much of the boilerplate for these bylaws was borrowed from the draft bylaws for the Internet Corporation for Assigned Names and Numbers. Brian Carpenter provided substantial comments and the preamble. Jorge Contrera of Hale & Dorr provided a legal review of this document and made a number of substantive suggestions. The definition of voluntary standards bodies is taken from Report of the Federal Internetworking Requirements Panel, 31 May 1994 [FIRP]. 6. Security Considerations This type of non-protocol document does not directly effect the security of the Internet. 8. References [FIRP] Report of the Federal Internetworking Requirements Panel, 31 May 1994. ftp://osi.ncsl.nist.gov/pub/firp/firp-report.asc 7. Editor's Address Scott Bradner Harvard University Bradner [Page 18] Internet-Draft PSO Bylaws February 1999 1350 Mass Ave, rm 876 Cambridge, MA 02138 USA phone: +1 617 495 3864 sob@harvard.edu Bradner [Page 19]