BYLAWS FOR INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS
This is a partial conversion of ICANN's by-laws for demonstration purposes, to show how they might be rendered as a performance
plan in open, standard, machine-readable StratML format. For the complete text of the by-laws, see the original source.
The vision of the StratML standard is: "A worldwide web of intentions, stakeholders, and results." Some of its more explicit
purposes are outlined at http://xml.fido.gov/stratml/index.htm#DefinitionPurposes
Name:INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS
A California Nonprofit Public-Benefit Corporation
- ICANN Board: ARTICLE VI: BOARD OF DIRECTORS Section 1. COMPOSITION OF THE BOARD The ICANN Board of Directors ("Board") shall consist of
sixteen voting members ("Directors"). In addition, five non-voting liaisons ("Liaisons") shall be designated for the purposes
set forth in Section 9 of this Article. Only Directors shall be included in determining the existence of quorums, and in establishing
the validity of votes taken by the ICANN Board.
- General Powers (Performer): ARTICLE II: POWERS Section 1. GENERAL POWERS Except as otherwise provided in the Articles of Incorporation or these Bylaws,
the powers of ICANN shall be exercised by, and its property controlled and its business and affairs conducted by or under
the direction of, the Board. With respect to any matters that would fall within the provisions of Article III, Section 6,
the Board may act only by a majority vote of all members of the Board. In all other matters, except as otherwise provided
in these Bylaws or by law, the Board may act by majority vote of those present at any annual, regular, or special meeting
of the Board. Any references in these Bylaws to a vote of the Board shall mean the vote of only those members present at the
meeting where a quorum is present unless otherwise specifically provided in these Bylaws by reference to "all of the members
of the Board."
- Restriction (Performer): Section 2. RESTRICTIONS ICANN shall not act as a Domain Name System Registry or Registrar or Internet Protocol Address Registry
in competition with entities affected by the policies of ICANN. Nothing in this Section is intended to prevent ICANN from
taking whatever steps are necessary to protect the operational stability of the Internet in the event of financial failure
of a Registry or Registrar or other emergency.
- Non-Discrimination (Performer): Section 3. NON-DISCRIMINATORY TREATMENT ICANN shall not apply its standards, policies, procedures, or practices inequitably
or single out any particular party for disparate treatment unless justified by substantial and reasonable cause, such as the
promotion of effective competition.
- Operations (Performer): ARTICLE III: TRANSPARENCY Section 1. PURPOSE ICANN and its constituent bodies shall operate to the maximum extent feasible
in an open and transparent manner and consistent with procedures designed to ensure fairness.
- Officer Election (Performer): Section 2. ELECTION OF OFFICERS The officers of ICANN shall be elected annually by the Board, pursuant to the recommendation
of the President or, in the case of the President, of the Chairman of the ICANN 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.
- Officer Removal (Performer): Section 3. REMOVAL OF OFFICERS Any Officer may be removed, either with or without cause, by a two-thirds (2/3) majority vote
of all the members of the Board. Should any vacancy occur in any office as a result of death, resignation, removal, disqualification,
or any other cause, the Board may delegate the powers and duties of such office to any Officer or to any Director until such
time as a successor for the office has been elected.
- Contract Authorization (Performer): ARTICLE XV: 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 ICANN, 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, any Vice President, or the CFO. Unless authorized or ratified by the Board,
no other Officer, agent, or employee shall have any power or authority to bind ICANN or to render it liable for any debts
- Annual Reporting (Performer): ARTICLE XVI: FISCAL MATTERS Section 1. ACCOUNTING The fiscal year end of ICANN shall be determined by the Board. Section 2.
AUDIT At the end of the fiscal year, the books of ICANN shall be closed and audited by certified public accountants. The appointment
of the fiscal auditors shall be the responsibility of the Board. Section 3. ANNUAL REPORT AND ANNUAL STATEMENT The Board shall
publish, at least annually, a report describing its activities, including an audited financial statement and a description
of any payments made by ICANN to Directors (including reimbursements of expenses). ICANN shall cause the annual report and
the annual statement of certain transactions as required by the CNPBCL to be prepared and sent to each member of the Board
and to such other persons as the Board may designate, no later than one hundred twenty (120) days after the close of ICANN's
- Budgeting (Performer): Section 4. ANNUAL BUDGET At least forty-five (45) days prior to the commencement of each fiscal year, the President shall
prepare and submit to the Board, a proposed annual budget of ICANN for the next fiscal year, which shall be posted on the
Website. The proposed budget shall identify anticipated revenue sources and levels and shall, to the extent practical, identify
anticipated material expense items by line item. The Board shall adopt an annual budget and shall publish the adopted Budget
on the Website.
- Fee Setting (Performer): Section 5. FEES AND CHARGES The Board may set fees and charges for the services and benefits provided by ICANN, with the goal
of fully recovering the reasonable costs of the operation of ICANN and establishing reasonable reserves for future expenses
and contingencies reasonably related to the legitimate activities of ICANN. Such fees and charges shall be fair and equitable,
shall be published for public comment prior to adoption, and once adopted shall be published on the Website in a sufficiently
detailed manner so as to be readily accessible.
- ICANN Officers: ARTICLE XIII: OFFICERS Section 1. OFFICERS The officers of ICANN shall be a President (who shall serve as Chief Executive
Officer), a Secretary, and a Chief Financial Officer. ICANN may also have, at the discretion of the Board, any additional
officers that it deems appropriate. Any person, other than the President, may hold more than one office, except that no member
of the Board (other than the President) shall simultaneously serve as an officer of ICANN.
- ICANN President
- Chief Executive Officer (Performer): Section 4. PRESIDENT The President shall be the Chief Executive Officer (CEO) of ICANN in charge of all of its activities
and business. All other officers and staff shall report to the President or his or her delegate, unless stated otherwise in
these Bylaws. The President shall serve as an ex officio member of the Board, and shall have all the same rights and privileges
of any Board member. The President shall be empowered to call special meetings of the Board as set forth herein, and shall
discharge all other duties as may be required by these Bylaws and from time to time may be assigned by the Board.
- ICANN Secretary
- Secretary (Performer): Section 5. SECRETARY The Secretary shall keep or cause to be kept the minutes of the Board in one or more books provided for
that purpose, shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by
law, and in general shall perform all duties as from time to time may be prescribed by the President or the Board.
- ICANN Chief Financial Officer
- CFO (Performer): Section 6. CHIEF FINANCIAL OFFICER The Chief Financial Officer ("CFO") shall be the chief financial officer of ICANN. If required
by the Board, the CFO shall give a bond for the faithful discharge of his or her duties in such form and with such surety
or sureties as the Board shall determine. The CFO shall have charge and custody of all the funds of ICANN and shall keep or
cause to be kept, in books belonging to ICANN, full and accurate amounts of all receipts and disbursements, and shall deposit
all money and other valuable effects in the name of ICANN in such depositories as may be designated for that purpose by the
Board. The CFO shall disburse the funds of ICANN as may be ordered by the Board or the President and, whenever requested by
them, shall deliver to the Board and the President an account of all his or her transactions as CFO and of the financial condition
of ICANN. The CFO shall be responsible for ICANN's financial planning and forecasting and shall assist the President in the
preparation of ICANN's annual budget. The CFO shall coordinate and oversee ICANN's funding, including any audits or other
reviews of ICANN or its Supporting Organizations. The CFO shall be responsible for all other matters relating to the financial
operation of ICANN.
- Additional Officers: Section 7. ADDITIONAL OFFICERS
- Assigned Duties (Performer): In addition to the officers described above, any additional or assistant officers who are elected or appointed by the Board
shall perform such duties as may be assigned to them by the President or the Board.
- Ombudsman: ARTICLE V: OMBUDSMAN Section 1. OFFICE OF OMBUDSMAN 1. There shall be an Office of Ombudsman, to be managed by an Ombudsman
and to include such staff support as the Board determines is appropriate and feasible. The Ombudsman shall be a full-time
position, with salary and benefits appropriate to the function, as determined by the Board. 2. The Ombudsman shall be appointed
by the Board for an initial term of two years, subject to renewal by the Board. 3. The Ombudsman shall be subject to dismissal
by the Board only upon a three-fourths (3/4) vote of the entire Board. 4. The annual budget for the Office of Ombudsman shall
be established by the Board as part of the annual ICANN budget process. The Ombudsman shall submit a proposed budget to the
President, and the President shall include that budget submission in its entirety and without change in the general ICANN
budget recommended by the ICANN President to the Board. Nothing in this Article shall prevent the President from offering
separate views on the substance, size, or other features of the Ombudsman's proposed budget to the Board.
- Dispute Resolution (Performer): Section 2. CHARTER The charter of the Ombudsman shall be to act as a neutral dispute resolution practitioner for those matters
for which the provisions of the Reconsideration Policy set forth in Section 2 of Article IV or the Independent Review Policy
set forth in Section 3 of Article IV have not been invoked. The principal function of the Ombudsman shall be to provide an
independent internal evaluation of complaints by members of the ICANN community who believe that the ICANN staff, Board or
an ICANN constituent body has treated them unfairly. The Ombudsman shall serve as an objective advocate for fairness, and
shall seek to evaluate and where possible resolve complaints about unfair or inappropriate treatment by ICANN staff, the Board,
or ICANN constituent bodies, clarifying the issues and using conflict resolution tools such as negotiation, facilitation,
and "shuttle diplomacy" to achieve these results.
- Reporting (Performer): Section 5. ANNUAL REPORT The Office of Ombudsman shall publish on an annual basis a consolidated analysis of the year's complaints
and resolutions, appropriately dealing with confidentiality obligations and concerns. Such annual report should include a
description of any trends or common elements of complaints received during the period in question, as well as recommendations
for steps that could be taken to minimize future complaints. The annual report shall be posted on the Website.
- ICANN Nominating Committee: ARTICLE VII: NOMINATING COMMITTEE Section 1. DESCRIPTION There shall be a Nominating Committee of ICANN, responsible for the
selection of all ICANN Directors except the President and those Directors selected by ICANN's Supporting Organizations, and
for such other selections as are set forth in these Bylaws.
- Director Selection (Performer)
- Address Supporting Organization: ARTICLE VIII: ADDRESS SUPPORTING ORGANIZATION Section 1. DESCRIPTION 1. The Address Supporting Organization (ASO) shall advise
the Board with respect to policy issues relating to the operation, assignment, and management of Internet addresses. 2. The
ASO shall be the entity established by the Memorandum of Understanding entered on 21 October 2004 between ICANN and the Number
Resource Organization (NRO), an organization of the existing regional Internet registries (RIRs).
- Country-Code Names Supporting Organization: ARTICLE IX: COUNTRY-CODE NAMES SUPPORTING ORGANIZATION Section 1. DESCRIPTION There shall be a policy-development body known
as the Country-Code Names Supporting Organization (ccNSO) ... Section 2. ORGANIZATION The ccNSO shall consist of (i) ccTLD
managers that have agreed in writing to be members of the ccNSO (see Section 4(2) of this Article) and (ii) a ccNSO Council
responsible for managing the policy-development process of the ccNSO.
- Policy Recommendation (Performer): 1. developing and recommending to the Board global policies relating to country-code top-level domains;
- Consensus Building (Performer): 2. Nurturing consensus across the ccNSO's community, including the name-related activities of ccTLDs; and
- Coordination (Performer): 3. Coordinating with other ICANN Supporting Organizations, committees, and constituencies under ICANN.
- ccNSO Council
- Management (Performer): managing the policy-development process of the ccNSO
- ccNSO Regional Organizations: Section 5. REGIONAL ORGANIZATIONS The ccNSO Council may designate a Regional Organization for each ICANN Geographic Region,
provided that the Regional Organization is open to full membership by all ccNSO members within the Geographic Region. Decisions
to designate or de-designate a Regional Organization shall require a 66% vote of all of the members of the ccNSO Council and
shall be subject to review according to procedures established by the Board.
- Generic Names Supporting Organization: ARTICLE X: GENERIC NAMES SUPPORTING ORGANIZATION Section 1. DESCRIPTION There shall be a policy-development body known as
the Generic Names Supporting Organization (GNSO), which shall be responsible for developing and recommending to the ICANN
Board substantive policies relating to generic top-level domains. Section 2. ORGANIZATION The GNSO shall consist of: (i) A
number of Constituencies, where applicable, organized within the Stakeholder Groups as described in Section 5 of this Article;
(ii) Four Stakeholder Groups organized within Houses as described in Section 5 of this Article; (iii) Two Houses within the
GNSO Council as described in Section 3(8) of this Article; and (iv) a GNSO Council responsible for managing the policy development
process of the GNSO, as described in Section 3 of this Article. Except as otherwise defined in these Bylaws, the four Stakeholder
Groups and the Constituencies will be responsible for defining their own charters with the approval of their members and of
the ICANN Board of Directors.
- Policy Recommendation (Performer)
- GNSO Council
- Management (Performer): managing the policy development process of the GNSO
- ICANN Stakeholder Groups: Section 5. STAKEHOLDER GROUPS 1. The following Stakeholder Groups are hereby recognized as representative of a specific group
of one or more Constituencies or interest groups and subject to the provisions of the Transition Article XX, Section 5 of
- Registries Stakeholders: a. Registries Stakeholder Group representing all gTLD registries under contract to ICANN;
- Registrars: b. Registrars Stakeholder Group representing all registrars accredited by and under contract to ICANN;
- Commercial Stakeholders: c. Commercial Stakeholder Group representing the full range of large and small commercial entities of the Internet; and
- Non-Commercial Stakeholders: d. Non-Commercial Stakeholder Group representing the full range of non-commercial entities of the Internet.
- ICANN Advisory Committees: ARTICLE XI: ADVISORY COMMITTEES Section 1. GENERAL The Board may create one or more Advisory Committees in addition to those
set forth in this Article. Advisory Committee membership may consist of Directors only, Directors and non-directors, or non-directors
only, and may also include non-voting or alternate members. Advisory Committees shall have no legal authority to act for ICANN,
but shall report their findings and recommendations to the Board. Section 2. SPECIFIC ADVISORY COMMITTEES There shall be at
least the following Advisory Committees:
- Governmental Advisory Committee: 1. Governmental Advisory Committee
- Advice (Performer): a. The Governmental Advisory Committee should consider and provide advice on the activities of ICANN as they relate to concerns
of governments, particularly matters where there may be an interaction between ICANN's policies and various laws and international
agreements or where they may affect public policy issues.
- Security and Stability Advisory Committee: 2. Security and Stability Advisory Committee a. The role of the Security and Stability Advisory Committee ("SSAC") is to advise
the ICANN community and Board on matters relating to the security and integrity of the Internet's naming and address allocation
systems. It shall have the following responsibilities:
- Communication (Performer): 1. To communicate on security matters with the Internet technical community and the operators and managers of critical DNS
infrastructure services, to include the root name server operator community, the top-level domain registries and registrars,
the operators of the reverse delegation trees such as in-addr.arpa and ip6.arpa, and others as events and developments dictate.
The Committee shall gather and articulate requirements to offer to those engaged in technical revision of the protocols related
to DNS and address allocation and those engaged in operations planning.
- Threat Assessment / Risk Analysis (Performer): 2. To engage in ongoing threat assessment and risk analysis of the Internet naming and address allocation services to assess
where the principal threats to stability and security lie, and to advise the ICANN community accordingly. The Committee shall
recommend any necessary audit activity to assess the current status of DNS and address allocation security in relation to
identified risks and threats.
- Communication: 3. To communicate with those who have direct responsibility for Internet naming and address allocation security matters (IETF,
RSSAC, RIRs, name registries, etc.), to ensure that its advice on security risks, issues, and priorities is properly synchronized
with existing standardization, deployment, operational, and coordination activities. The Committee shall monitor these activities
and inform the ICANN community and Board on their progress, as appropriate.
- Reporting (Performer): 4. To report periodically to the Board on its activities.
- Policy Recommendation (Performer): 5. To make policy recommendations to the ICANN community and Board.
- Root Server System Advisory Committee: 3. Root Server System Advisory Committee
- Advice (Performer): a. The role of the Root Server System Advisory Committee ("RSSAC") is to advise the ICANN community and Board on matters relating
to the operation, administration, security, and integrity of the Internet's Root Server System. It shall have the following
- Requirements Articulation (Performer): 1. Communicate on matters relating to the operation of the Root Servers and their multiple instances with the Internet technical
community and the ICANN community. The Committee shall gather and articulate requirements to offer to those engaged in technical
revision of the protocols and best common practices related to the operation of DNS servers.
- Communication (Performer): 2. Communicate on matters relating to the administration of the Root Zone with those who have direct responsibility for that
administration. These matters include the processes and procedures for the production of the Root Zone File.
- Threat Assessment / Risk Analysis (Performer): 3. Engage in ongoing threat assessment and risk analysis of the Root Server System and recommend any necessary audit activity
to assess the current status of root servers and the root zone.
- Information Response (Performer): 4. Respond to requests for information or opinions from the ICANN Board of Directors.
- Reporting (Performer): 5. Report periodically to the Board on its activities.
- Policy Recommendation: 6. Make policy recommendations to the ICANN community and Board.
- At-Large Advisory Committee: 4. At-Large Advisory Committee a. The At-Large Advisory Committee (ALAC) is the primary organizational home within ICANN for
individual Internet users.
- Advice (Performer): The role of the ALAC shall be to consider and provide advice on the activities of ICANN, insofar as they relate to the interests
of individual Internet users. This includes policies created through ICANN's Supporting Organizations, as well as the many
other issues for which community input and advice is appropriate. The ALAC, which plays an important role in ICANN's accountability
mechanisms, also coordinates some of ICANN's outreach to individual Internet users.