Subject: INEG. INC. Proposal Bylaws Proposal for the ICANN

From: Jeff Williams <[email-masked]>
Date: Mon, 05 Oct 1998 19:01:17 +0100

All,

  Attached is a Text Version of our (INEG. INC.) proposals for bylaws
for the ICANN.  This is an effort determined by some 24,000 different
Stakeholders, users, and other interested parties and was arrived at
by unanimous vote of all of these groups, individuals, Users, and Stakeholders.

  It is our hope that this proposal will be received in the light that it is
intended,
that of being honestly concerned with the current IANA proposal in it's
current form does not meet the requirements of the White Paper put out by
the NTIA, and is not in the best interest of the vast majority of the
Stakeholders.
Nor is it our unanimous belief that the security or integrity of the Internet
can
possibly be met by the IANA's Draft-5 Bylaws proposal.  For these reasons
we have made a huge effort, and at great expense, to provide for what we
collectively believe is a better alternative.

  Please review these Articles in this Bylaws proposal with all due reasonable
consideration.   The attached file name is (INEGBYLS.TXT).

Thank you for your time and consideration.

--
Jeffrey A. Williams
DIR. Internet Network Eng/SR. Java/CORBA Development Eng.
Information Network Eng. Group. INEG. INC.
E-Mail [email-masked]

INEG INC. Official response and proposed changes and/or amendments to
the IANA 5th Draft of the bylaws.

Note:  Most of the points that we are recommending amendment or change entirely
are either in part or compellably in agreement with what the IFWP consensus that
had been reached at the IFWP conferences.  Please bare this in mind when reading
these submitted recommendations to this draft.

  Taken from:
                   DRAFT BYLAWS FOR INTERNET CORPORATION
                       FOR ASSIGNED NAMES AND NUMBERS

                           A California Nonprofit
                        Public Benefit Corporation

          Comment: The previous Article I, entitled "Purposes,"
          and the previous Article III, entitled "Scope of
          Activities," were deleted as unnecessary and
          duplicative of language already present in the Articles
          of Incorporation.

 ARTICLE II: MEMBERSHIP

 This Article should be included as part of the bylaws from the very beginning of the
ICANN in keeping with the mandate of the White Paper, the consensus of
the IFWP conferences, and the draft bylaws proposal which NSI posted
some several weeks ago based on the IFWP consensus reached at 
conferences.

  Membership, especially Individual membership that is not encumbered by
excessive membership fees provides the only true mechanism for accountability
of the board and council directors to the stakeholders and user community.  For
this overriding reason it is our contention that without a membership organization that
includes individual membership on an equal status with Supporting Organization
membership there is too much opportunity for abuse of authority by the
Board of Directors.

ARTICLE II Proposal.

  Be it known that all of the internet community have the possibility of 
becoming members of the ICANN on an equal basis with support
organizations in all facets of the management of any and all resources
here within these bylaws articles.  That every internet user, is by
definition a stakeholder regardless of age, race, creed or previously present
condition of servitude.  The they have the unabridged right of their
vote on an equal status and position as long as they are members
that can and should be exercised on any and all resolutions or 
otherwise considerations the the Board of Directors,councils,
committees or other temporary or permanent bodies which are or may
become part of the ICANN now or in the future.

1.)  Membership requirements (Individuals)

     (a). All individuals that have an E-Mail address or a DN registered in
           their name or the name of their employer shall be qualified
           to become a member of the ICANN with equal an full voting
           rights immediately upon joining the ICANN.

     (b)  Membership dues shall be free for all members that are under
           the age of 18 years.  They should have full voting rights
           however.  Upon turning the age of 18 years to maintain their
           membership will be required.

     (c)  Membership dues shall not exceed $50 US for one year or 
           a lifetime membership cost of $1000.

     (d)  Membership dues can only be changed by a 2/3 (Two thirds)
           majority vote of the membership, and will apply to the following year
            of the change.
 
     (e)  Members should have the right to submit proposals to the board in
            a predetermined form for consideration by all of the membership by
            majority vote and cannot be overridden by the board.

     (f)  Any and all resolutions and/or other considerations that will or could have
           and impact on the creation of TLD's, allocation of IP addresses,
           introduction of protocols, definition of additional Supporting
           organizations of addition thereof, definition of any DNS issues
           other than TLD's, or addition or processes of RIR's should be
           subject to Membership vote in a simple majority before enactment.

ARTICLE III: TRANSPARENCY AND PROCEDURES

  First we would like to express that this "Comment" as to transparency
is in and of itself in this language not any level or true transparency in our
opinion.  It leaves a definition of "Transparency" compellably in the hands
of the board without and mechanism for accountability to the Internet community.
This is primarily due to the lack of a Membership Organization and in particular
Individual members.

Section 1. GENERAL

  The Initial Board along with the Supporting Organizations should jointly
develope with input from the Membership in resolution form, provide a general
Transparency and ethics statement.  There should be several (At least 3) 
resolutions form which the membership may vote upon.  This voting
ability must be made available as an secure voting application available on
the ICANN web site (Known as the Web site).  Any and all Board
members and supporting directors and/or members must provide
and E-Mail address for each member, and toll free direct phone number
by which members may contact these members directly.  In addition
there must be a E-Mail list for the ICANN by which comments can be
submitted as well.

Section 2. ACCESS TO INFORMATION

     The Board shall publish, at least quarterly, a report describing
     its activities and including an audited financial statement and
     describing any payments made by the Corporation to Directors
     (to include andy and all reimbursements of expenses). All minutes 
     of meetings of the Board, Supporting Organizations (and any 
     councils thereof) and Committees shall be made publicly 
     available immediately without approval by the Board on the Web 
     Site and otherwise.  Minutes shall be made available immediately 
     without approval by the Board; provided, however, that minutes 
     relating to personnel or employment 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.
    Complected disclosure of all legal matters will be made publicly available
    on the ICANN web site as to meet full disclosure to the membership.

Section 4. BOARD RECONSIDERATION

  Any and all policies for reconsideration should require membership approval
by majority or super majority vote (2/3).  These policies and procedures
should be developed by the Supporting Organizations and than submitted to
the membership for a majority vote in order to establish a standard for 
the corporation.  This should also apply to business behavior of board members
as well as directors of supporting organizations.  Independent legal review
of these policies and procedures should be done prior to membership
voting upon them for passage.  Any changes to these policies and/or
procedures will require a 2/3 vote by the membership prior to enactment.

                                   ARTICLE IV: POWERS

Section 1. GENERAL POWERS

(a) That any and all powers that the Board may have or require, must
           first be approved by the Membership by majority vote.
           That this vote must take place within 60 days of submittal or consideration
           in order to provide for some debate to transpire in order for the Board
           of Directors to clarify their recommendation.

I
(b) That the ICANN have the ability to take over any DNS registry should their
be a business failure in the case of a registry to assume that registrys
functions.  In addition the the ICANN have the ability to alternatively be able
to allocate IP addresses for any RIR and that this be an option to any party
requesting IP addresses.  That the ICANN from within the relative Supporting
organization develope methods and procedures with the commercial or
non-commercial interests within the Internet community the ability to
"Rescue" any Root Server or RIR, of any function there unto pertaining
to a Root Server operator or an RIR or LIR should it become known
or considered that that RIR or LIR or Root server operator is operating
or conducting their responsibilities in a manner that is not in the best interests
of the User community.  That a bi-annual in depth revise of these RIR's, LIR's
and Root Server operators take place based on some established procedures that are
developed or already in existence by the relevant Supporting Organizations and 
approved by the Membership by majority vote.  Membership participation should
be highly encouraged and utilized in developing these Operation standards as well.

(c) That a Hearing Board be convened regarding any disputes as to the practices
or procedures of any particular party or organization.  That this Hearing Board
be headed by the President of ICANN or the DIrector of the SO in which this
or any particular dispute partaines to if appropriate.  That the members of this
Hearing Board consist of randomly selected members of the membership
organization for each incident as they become apparent.  That the results of
this Hearing Board be presented to the membership be presented along with a
statement of their decision which must be decided by a unanimous vote of
this Hearing Board to be made up of 12 members for each incident.  

                   
 ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS

     Section 1. INITIAL BOARD

     The initial Board of Directors of the Corporation ("Initial
     Board") shall consist of nine At Large members, the president.
     (and the president be elected initially) and those directors that have 
     made their nomination publicly known on the (web site and by E-Mail)
     accordance with these bylaws by Membership Organization.  That they
     be elected by the membership organization and the Supporting Organization(s)
     by majority vote.  Article VI. The At Large members of the Initial Board shall serve
     until September 30, 1999, unless by a two-thirds (2/3) vote of
     all the members of the Membership Organization that term is extended for some or
     all of the At Large members of the Initial Board for an
     additional period, to expire no later than September 30, 2000.

     
Section 2. INITIAL BOARD MEMBERS ELECTED BY THE SUPPORTING
     ORGANIZATIONS AND THE MEMBERSHIP ORGANIZATION

     Immediately upon the VOTE of the Membership of a Supporting Organization by
     the Membership Organization pursuant to amended Section 3(b) of Article VI, the
     Board shall  request that such Supporting Organization submit for
     nomination, three persons to be directors. Upon receipt of such nominations,
     the Membership Organization and the Supporting Organization
     shall elect such persons as members of the Initial Board.

Section 3. NUMBER OF DIRECTORS AND ELECTION OF CHAIR

     (a) The authorized number of Directors shall be no less than nine
     (9) and no more than nineteen (19).
     (b) The Membership shall elect a Chair from among the Directors, 
     including the President.

Section 4. QUALIFICATION OF DIRECTORS AFTER THE INITIAL BOARD

     (a) Each Board after the Initial Board shall be comprised as
     follows:
    
          (i) Three (3) Directors nominated by the Address Supporting
          Organization and the Membership Organization, as defined in 
           Article VI;

          (ii) Three (3) Directors nominated by the Domain Name
          Supporting Organization and the Membership, as defined in 
          Article VI;

          (iii) Three (3) Directors nominated by the Protocol
          Supporting Organization and the Membership Organization
          as defined in suggested amended Article VI;

          (iv) Nine (9) At Large Directors, elected pursuant to a
           by a majority vote of all the Membership Organization and the
           Support organization(s) of the Initial Board; and

           (v) The person who shall be, initially, the
                President of the Corporation.

     The Initial Board, after soliciting and considering
     suggestions from all interested parties, and after widely
     publicizing through the Internet and otherwise its tentative
     conclusions and considering comments thereon, and taking into
     consideration the principles of balanced international
     representation set forth in suggested amended Section 6 of this Article V, 
     shall, under the Initial Boards supervision call for an election of the 
     permanent Board, SUpporting Organizations Directors.  That this election
     shall be done via E-Mail or directly voting form to be faxed into a
     specified fax facility or can be mailed in via a form to be sent to all members
     of the Membership Organization ant that such election shall be completed
      no later than 30 days after announced date to be announced via E-Mail to
      all members and posted on the corporate (Web Site).

              Section 5. ADDITIONAL QUALIFICATIONS

     Notwithstanding anything herein to the contrary, no official of a
     national government or a multinational entity established by
     treaty or other agreement between national governments may serve
     as a Director. As used herein, the term "official" means a person
     (a) who is elected by citizens of a nation or (b) who is employed
     by such government or multinational entity and whose primary
     function with such government or entity is to develop or
     influence governmental or public policies.

     Section 6. INTERNATIONAL REPRESENTATION

     In order to ensure broad international representation on the
     Board, no more than one-half (1/2) of the total number of At
     Large Directors serving at any given time shall be residents of
     any one Geographic Region, and no more than two (2) of the
     Directors nominated by each Supporting Organization shall be
     residents of any one Geographic Region. As used herein, each of
     the following shall be a "Geographic Region": Europe;
     Asia/Australia/Pacific; South America/Central America/Caribbean
     Islands; Africa; North America; Elsewhere. This Section shall be
     reviewed by the Board from time to time (but at least every three
     years) to determine whether any change is appropriate.

                    Internet may change dramatically over time; for
          example, should India or China see their proportion of
          Internet usage even begin to approach their proportion
          of the worlds population, these regional descriptions
          may have to be adjusted to reflect those changes. The
          Board remains free to adjust the specifics of this
          Section if necessary to meet the stated objective.

     Section 7. CONFLICT OF INTEREST

     The Board, through a committee designated for that purpose, shall
     require a statement from each Director not less frequently than
     once a year setting forth all business and other affiliations
     which relate in any way to the business and other affiliations of
     the Corporation. Each Director shall be responsible for
     disclosing to the Corporation any matter that could reasonably be
     considered to make such Director an "interested director" within
     the meaning of Section 5233 of the California Nonprofit Public
     Benefit Corporation Law ("CNPBCL"). In addition, each Director
     shall disclose to the Corporation any relationship or other
     factor that could reasonably be considered to cause the Director
     to be considered to be an "interested person" within the meaning
     of Section 5227 of the CNPBCL. The Board may adopt a policy
     specifically addressing Director and Officer conflicts of
     interest. No Director shall vote on any matter in which he or she
     has a material and direct interest that will be affected by the
     outcome of the vote.

     Section 8. DUTIES OF DIRECTORS

     Directors shall serve as individuals who have the duty to act in
     what they reasonably believe are the best interests of the
     Corporation and not as representatives of their Supporting
     Organizations, employers or any other organizations or
     constituencies.

     Section 9. ELECTION AND TERM

     (a) Directors shall be elected at each annual meeting of the
     Membership to hold office until the end of their terms pursuant to the
     suggested amended 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 members held for that
     purpose. Each Director, including a member of the Initial Board
     and 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.
     Notwithstanding the foregoing, each time a person is elected by the membership
     as President of the Corporation, the Board shall, at the time of
     such election, elect such person to the Board to serve for as
     long as, but only as long as, such person holds the office of
     President.

   (b) Each Supporting Organization and the Membership shall (i) elect the Board
     members to be nominated by that Supporting Organization through a
     process determined by the Supporting Organization Membership
     organization. and (ii) notify the Board and the Secretary of the
     Corporation in writing of those selections at least 30 days prior
     to the date on which the membership votes on such nominee(s). The
     Membership shall elect as Directors the persons properly nominated by
     the Supporting Organizations.

      (c) At Large Board members other than those serving on the
     Initial Board shall be elected by majority vote of all members, 
     following solicitation of input from all interested parties and
     consideration of all such suggestions. At a minimum, such a
     process shall consist of nominations from Internet users,
     industry participants, and organizations.

     (d) The regular term of office of a Director (other than (i) the
     person holding the office of President, who shall serve for as
     long as, and only for as long as, such person holds the office of
     President, and (ii) a member of the Initial Board, who shall
     serve for the period specified in these bylaws) shall be three
     (3) years. No Director may serve for more than two (2) terms.
     Notwithstanding the foregoing, the three original Directors
     nominated by any Supporting Organization shall be elected for
     terms of one (1) year, two (2) years, and three (3) years,
     respectively, with each term considered to have begun on October
     1, 1998 regardless of when those original Directors actually take
     office. Unless otherwise specified by the Board pursuant to
     Section 4(B) of this Article, the terms of the first At Large
     Directors elected to replace the At Large members of the Initial
     Board shall be as follows: three such At Large Directors shall
     serve a term of one (1) year, three such At Large Directors shall
     serve a term of two (2) years, and three such At Large Directors
     shall serve a term of three (3) years.

     (e) Resources of the Corporation will not be expended in support
     of any nominees campaign.

Section 10. RESIGNATION

     Subject to Section 5226 of the CNPBCL, any Director may resign at
     any time, either by oral tender of resignation at any meeting of
     the Board (followed by prompt written notice to the Secretary of
     the 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. The successor shall be elected
     pursuant to Section 12 of this Article.

     Section 11. REMOVAL OF A DIRECTOR

     Any Director or Directors may be removed following notice and a
     three-fourths (3/4) majority vote of all members of the Board;
     provided, however, that the Director or Directors who are the
     subject of the removal action shall not be entitled to vote on
     such an action or be counted as a member of the Board when
     calculating the required three-fourths (3/4) vote; and provided
     further, however, that in no event shall a Director be removed
     unless such removal is approved by not less than a majority of
     all members of the Board. A Director nominated by a Supporting
     Organization can be recommended for removal by that Supporting
     Organization through procedures adopted by that Supporting
     Organization and ratified by the Board. Upon such recommendation
     for removal, the Board shall vote to remove such Director. If the
     Board seeks to remove more than one Director nominated by a
     Supporting Organization or more than one At Large Director within
     a four-month period, the Board must show reasonable cause for its
     action.

          Comment: The vote required to remove a Director was
          changed from four-fifths to three-fourths in response
          to various suggestions that the majority required was
          impractical. A three-fourths majority seems large
          enough to protect against arbitrariness, but still low
          enough that it is conceivable that it could be used in
          an appropriate case.

     Section 12. VACANCIES

     A vacancy or vacancies in the Board of Directors shall be deemed
     to exist in the case of the death, resignation or removal of any
     Director, if the authorized number of Directors is increased, if
     a Supporting Organization shall fail to nominate its Directors
     (other than Directors on the Initial Board) in accordance with
     Section 9 of this Article, or if a Director has been declared of
     unsound mind by a final order of court or convicted of a felony
     or incarcerated for more than 90 days as a result of a criminal
     conviction or has been found by final order or judgment of any
     court to have breached a duty under Sections 5230 et seq. of the
     CNPBCL. Any vacancy occurring on the Board of Directors shall be
     filled in accordance with Section 9 of this Article at any
     meeting of the Board occurring after such vacancy. A Director
     elected to fill a vacancy on the Board shall serve for the
     unexpired term of his or her predecessor in office and until a
     successor has been selected and qualified. The replacement need
     not hold the office, if any, of the removed Director. No
     reduction of the authorized number of Directors shall have the
     effect of removing a Director prior to the expiration of the
     Directors term of office.

          Comment: Language was added to reflect the fact that
          not all jurisdictions use the term felony to describe a
          serious crime.

     Section 13. ANNUAL MEETING OF THE BOARD OF DIRECTORS

     Quarterly meetings of the Board will be held for the purpose of
     oversight of the electing Directors, Officers and for the transaction of such
     other business as may come before the meeting. The first Quarterly
     meeting will be held the last week of September 1999 or on such
     other date as may be set by the Board. Subsequent quarterly meetings
     shall be held as set by the Board not less than ten (10) nor more
     than thirteen (13) months after the annual meeting held the prior
     year. In the absence of designation, the annual meeting will be
     held at different locations in order to provide for the broadest
     of participation of the Public.  These Quarterly meetings
      will be open to the public and all transcriptions will be made
      available on the corporations (Web Site) and also video conferencing
      will be made available to these meetings.   If the Board determines that it is
     practical, the annual meeting should be distributed in real-time
     and archived video and audio formats on the Internet.
          
     Section 14. REGULAR MEETINGS

      Regular meetings of the Board will be held on dates to be
     determined by the Board. In the absence of other designation,
     regular meetings will be held at the principal office of the
     Corporation.  These meetings dates will be posted on the Corporations
     (Web Site).  All such regular meetings will have minutes taken and those
     minutes made immediately available on the corporations (Web Site).

     Section 15. SPECIAL MEETINGS

      Special meetings of the Board may be called by or at the request
     of one-quarter (1/4) of the members of the Board or by the
     Chairperson of the Board or the President. A call for a special
     meeting will be made in writing by the Secretary of the
     Corporation. In the absence of designation, special meetings will
     be held at the principal office of the Corporation.  All such special
     meetings will have minutes taken and those
     minutes made immediately available on the corporations (Web Site).

     Section 16. NOTICE OF MEETINGS

     Notice of time and place of all meetings will be delivered
     personally or by telephone or by electronic mail to each
     Director, or sent by first-class mail (air mail for addresses
     outside the United States) or facsimile, charges prepaid,
     addressed to each Director at the Directors address as it is
     shown on the records of the Corporation. In case the notice is
     mailed, it will be deposited in the United States mail at least
     fourteen (14) days before the time of the holding of the meeting,
     and the Secretary of the Corporation shall cause each Director to
     be notified by telephone or electronic mail within four (4) days
     after the notice is mailed. In case the notice is delivered
     personally or by telephone or facsimile or electronic mail it
     will be delivered personally or by telephone or facsimile or
     electronic mail at least seven (7) days before the time of the
     holding of the meeting. Notwithstanding anything in this Section
     16 to the contrary, notice of a meeting need not be given to any
     Director who signed a waiver of notice or a written consent to
     holding the meeting or an approval of the minutes thereof,
     whether before or after the meeting, or who attends the meeting
     without protesting, prior thereto or at its commencement, the
     lack of notice to such Director. All such waivers, consents and
     approvals shall be filed with the corporate records or made a
     part of the minutes of the meetings.

     Section 17. QUORUM

     At all annual, regular and special meetings of the Board, a
     majority of the total number of Directors then in office shall
     constitute a quorum for the transaction of business, and the act
     of a majority of the Directors present at any meeting at which
     there is a quorum shall be the act of the Board, unless otherwise
     provided herein or by law. If a quorum shall not be present at
     any meeting of the Board, the Directors present thereat may
     adjourn the meeting from time to time to another place, time or
     date. If the meeting is adjourned for more than twenty-four (24)
     hours, notice shall be given to those Directors not at the
     meeting at the time of the adjournment.

     Section 18. ACTION BY TELEPHONE MEETING

     Members of the Board or any Committee of the Board may
     participate in a meeting of the Board or Committee of the Board
     through use of conference telephone or similar communications
     equipment, provided that all Directors participating in such a
     meeting can speak to and hear one another. Participation in a
     meeting pursuant to this Section constitutes presence in person
     at such meeting. The 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 19. ACTION WITHOUT MEETING

    Only those actions that have to do with the internal activities of the Board,
    or advisory committees shall be allowed without the Vote of the Membership.
     any actionable item must be presented to the membership via E-Mail and
     posted on the corporations (Web Site) as a votable resolution using a 
     Web Based Voting application for such resolutions.  A predetermined
      term must be provided for debate and suggestion and /or amendments to
      said resolutions.  Each amendment must also be subject to Membership
      vote in simple majority.  All Resolutions will be considered "Carried"
      or approved if the membership votes in the simple majority, at which time
       the Board and the Supporting organizations to which that specific resolution
       predominantly pertains to are than mandated to implement and enact that
       resolution/standard/policy.

     Section 20. ELECTRONIC MAIL

     If permitted under applicable law, communication by electronic
     mail shall be considered equivalent to any communication
     otherwise required to be in writing, except a written consent
     authorized by Section 19 of this Article. The Corporation shall
     take such steps as it deems appropriate under the circumstances
     to assure itself that communications by electronic mail are
     authentic.

     Section 21. RIGHTS OF INSPECTION

     Every member of the organization shall have the right at any time to inspect
     and copy any and all books, financial information of the corporation, or any
     documents that are property of the corporation for their own personal
      use, other than employee information.  Every member shall have the right
      upon predetermined notification to inspect the premises or physical properties
      of the corporation without impunity.

     Section 22. COMPENSATION

    The Directors shall receive compensation to be determined by the Membership
     by majority vote.  Certain minimal standards as determined by industry excepted 
      standards shall serve as a minimum base for salary, with additional compensation
      determined upon performance determined by the membership.  The membership
      will determine by majority vote any and all expenses based on minimal standards
      that provide for the reasonable comfort of the Board and directors of the
      Supporting organizations or Advisory board members incurred by Directors
      performing duties as Directors.

                    ARTICLE VI: SUPPORTING ORGANIZATIONS

     Section 1. POWERS

     (a) The Supporting Organizations shall serve as advisory bodies
     to the Board and shall have such powers and duties as may be
     prescribed by the Board and these Bylaws. The Membership
     along with the already existing Supporting Organizations 
     shall by suggestion of the Board or submission officially of the
     proposed "New" Supporting Organization, vote in the simple
     majority the entry or otherwise consideration of this "New"
     Supporting Organization.
               
     (b) Each Supporting Organization shall be responsible for
     nominating Directors for election by the membership Organization
     to be filled by each Supporting Organization.

(c) The Supporting Organizations along with the membership Organization
 shall be delegated the primary responsibility for developing and recommending policies and procedures regarding those matters within their individual scope (as defined by the
Board in its recognition of each such Supporting Organization).  All areas
shall be considered within the scope of the Membership Organization.
Any such recommendation forwarded to the Board by a Supporting Organization shall be
simultaneously transmitted to all other Supporting Organizations 
 and put forth as a resolution by which all of the membership may review
on the corporations (Web Site) prior to it's final form so that other considerations
or changes in the language or amendments can be suggested and posted to the
corporations (Web Site).  A given amount of time to debate and determine
said amendments or suggestions will be set by the board, however such time
for debate and suggestion for the resolution and all proposed amendments should not
exceed 30 days.  These debates should take place on an E-Mail list provided
for in some manner by the corporation open to all public input, member and non-member
alike.  The Board may also put forth resolutions and amendments to resolutions
The Board shall accept the final form of the resolution once it has been voted upon by the
Membership and the Supporting Organization if the Board finds that the
recommended action, policy or procedure (1) complies with the Articles and
Bylaws, (2) was arrived at through fair and open processes (including
permitting participation by representatives of other Supporting
Organizations if requested), and the Membership in all cases
 (3) is not opposed by any of the other Supporting Organizations, and the Membership by majority vote and (4) furthers the purposes of the Corporation.
The Board may not decline any voted upon resolution.
    
Section 2. QUALIFICATION FOR MEMBERSHIP IN A SUPPORTING ORGANIZATION

   The Board shall be required to submit to the membership along or including any input or suggestion from the membership or the initial Supporting Organizations
qualifications for "New" Supporting Organizations accordance with the 
Corporation and its (suggested amended) Articles and Bylaws and the purposes of the
Supporting Organization, along with the membership Organization by majority vote
 ratify any qualifications for membership adopted by each of the Supporting Organizations.
 Any individual or organization that wishes to participate in a 
 Supporting Organization may do so provided
it meets the minimum qualifications adopted by the Supporting Organization
and the Membership Organization determined by majority vote of the
Membership Organization.   Each Supporting Organization may adopt
membership structures, including multiple classes or categories of members,
that it deems appropriate for its effective functioning, consistent with
the foregoing. Each organization that qualifies to participate in a given
Supporting Organization shall designate one individual as its
representative.  That representative must than be elected by the Membership
Organization by majority vote.  This vote to take place using a voting mechanism
that is available on the Corporations (Web Site) or via Mail of a voting form.
This vote to be taken within 30 days of the "New" Supporting Organizations
announcement of its proposed representative.

Section 3. DESCRIPTION AND QUALIFICATIONS

(a) There shall at least be the following Supporting Organizations:

  (i) The Address Supporting Organization shall be composed of
     representatives from regional Internet address registries and any
     entities with legitimate interests in these issues, as determined by
     the Address Supporting Organization consistent with (Suggested Amended)
     Section 2 of this Article and approved by the Membership by Majority vote.
     The Address Supporting Organization shall create an Address Council to make               recommendations to the Membership regarding the operation, assignment and
     management of Internet addresses and other related subjects;  The Membership
     will also have the ability to propose either individually or through an ad-hoc
     group proposes to the Address council in a predetermined form determined
     by the Address council, as to resolutions for the assignment or related subjects
     for policy and/or standards for addresses.

     (ii) The Domain Name Supporting Organization shall be composed of
     representatives from name registries and registrars of top-level
     domains ("TLDs"), businesses and any entities that are users of the
     Internet and any other entities with legitimate interests in these
     issues, as determined by the Domain Name Supporting Organization     
     consistent with (Suggested Amended) Section 2 of this Article and 
    approved by the Membership by Majority Vote.
     The Domain Name Supporting Organization shall create a Names Council
     by which all members of this Names Council shall be elected by the Membership
     by majority vote.  Any individual may serve or be a candidate for this said
     Names Council to make recommendations regarding TLDs, including operation,
     assignment and management of the domain name system and other related
     subjects; and any and all recommendations regarding TLD's, registries, registrars,
     and /or policies or standards there unto pertaining will require the vote in majority
     of the membership prior to enactment.  The Names Council shall retain responsibility
     as to the oversite of these TLD's, Registries, or Registrars and policies and/or 
     standards, and,

     (iii) The Protocol Supporting Organization shall be composed of
     representatives from Internet protocol organizations and any entities
     with legitimate interests in these issues, as determined by the
     Protocol Supporting Organization consistent with (Suggested Amended)
     Section 2 of this Article and approved by the Membership by Majority vote.
   . The Protocol Supporting Organization shall create a Protocol Council 
      by which all members of this Protocol Council to make shall be elected by
      the Membership by majority vote.  Any individual may serve and be a candidate
      for this said Protocol Council to make recommendations regarding 
      regarding the operation, assignment and management of protocols,
      parameters, such as port numbers, enterprise numbers, other technical
     parameters and related subjects.

(b) The Board shall review the application of any entity that seeks to be
recognized as one of the Supporting Organizations referred to in Section

 (b) The Board shall review the application of any entity that seeks to be
recognized as one of the Supporting Organizations referred to in Section
 (Suggested amended) 3(a) of this Article VI, and, after requesting comments from and
considering the comments of existing organizations representing parties
interested in matters within the scope of the proposed Supporting
Organization, and the Membership shall approve such application if it finds that it has been
organized in accordance with these  ,(Amended)Bylaws and that its recognition would be
in the best interest, and serve the purposes, of the Corporation.

                          ARTICLE VII: COMMITTEES

Section 1. COMMITTEES GENERALLY

(a) The Board may recommend one or more committees. Committees are of two
kinds: those having legal authority to act for the Corporation, known as
Committees of the Board, and those that do not have that authority, known
as Advisory Committees. Except where otherwise stated in these Bylaws,
committee members shall be recommended and approved by Majority Vote of the Membership
 Committee members may be removed from a committee at any time by a two-thirds (2/3) majority vote of all membership; provided, however, that if a Director or
Directors are the subject of the removal action, such Director or Directors
shall not be entitled to vote on such an action or be counted as a member
of the membership when calculating the required two-thirds (2/3) vote; and,
provided further, however, that in no event shall a Director be removed
from a committee unless such removal is approved by not less than a
majority of all members of the Membership. The Board may delegate to Committees
of the Board all legal authority of the Board except with respect to:

     (i) The filling of vacancies on the Board or on any committee;

     (ii)The amendment or repeal of Bylaws or the Articles of
     Incorporation or the adoption of new Bylaws or Articles of
     Incorporation must be approved by a 2/3 vote of the Membership.
     The Board or the supporting Organizations may make recommendations
     and/or propose resolutions to make amendments to the Bylaws or
     Articles of Incorporation only.  The Board and the Supporting Organizations
     are bound by these  Amendments.

        (iii) The amendment or repeal of any vote of the membership and
        suggestion or recommendation of the Board or the Supporting
        Organization which by its express terms is not so amendable or repealable;

       (iv)  All committees are determined by majority vote of the Membership
              upon recommendation of the Board and/or Supporting Organizations.

        (v) The approval of any self-dealing transaction, as such transactions
            are defined in Section 5233(a) of the CNPBCL.

(b) The Board shall have the recommend to the membership for their
      vote in the Majority the manner in which proceedings of any committee shall be 
      conducted. In the absence of any such prescription, such committee 
      shall have the power to prescribe the manner in which its proceedings 
      shall be conducted. Unless these Bylaws, the Membership or such committee
      shall otherwise provide, the regular and special meetings shall be governed 
      by the provisions of (Suggested Amended) Article V applicable to meetings 
      and actions of the Board. Each committee shall keep regular minutes of its 
      proceedings and shall report the same to the Board from time to time, 
      as the Board may require.  In addition all minutes of such said meetings will
      be posted on the corporations (Web Site) within a 24 hour period after the
      meeting was conducted.

Section 2. COMMITTEES OF THE BOARD

   Anyone may be elected given they have the necessary basic requirements that the
   board is recommending, by the Membership by majority vote.  Each committee
   of the Board shall consist of three or more members in which one it selected
   by the remaining Committee members to be Director of that committee of
   the Board.  The Board may state a preference but has not right of determination
   as to that selection by the Committee.  Only the Membership upon recommendation
   the Board or Support Organization may terminate any committee or the committee
   it self may self terminate should their services no longer be needed, unless 
   otherwise determined upon the designation of that committee mandated statement
   of purpose.

Section 3. ADVISORY COMMITTEES

The Board may appoint one or more Advisory Committees. Advisory Committee
membership may consist of Directors only, Directors and nondirectors, or
nondirectors only, and may also include nonvoting members and alternate
members. Advisory Committees shall have no legal authority to act for the
Corporation, but shall report their findings and recommendations to the
Board.

There shall be at least the following Advisory Committees:

     (a) There shall be a Governmental Advisory Committee. The initial
     chair of the Governmental Advisory Committee shall be appointed by the
     Board and shall hold that position until the election of his or her
     successor; subsequent chairs shall be elected by the members of the
     Governmental Advisory Committee pursuant to procedures adopted by such
     members. Members of the Governmental Advisory Committee shall be
     representatives of national governments, multinational governmental
     organizations and treaty organizations, each of which may appoint one
     representative to the Committee. The Governmental Advisory Committee
     should consider and provide advice on the activities of the
     Corporation as they relate to concerns of governments, particularly
     matters where there may be an interaction between the Corporations
     policies and various laws, and international agreements. The members
     of the Governmental Advisory Committee should also provide a liaison
     function between their governments or multinational governmental
     organizations and the Corporation.

          Comment: The membership criteria were clarified to make
          clear that the relevant governmental entities could each
          appoint a single representative to this Committee, and that
          the Chairs following the initial Chair would be elected by
          the members of the Committee.

     (b) There shall be a DNS Root Server System Advisory Committee. The
     initial chair of the DNS Root Server System Advisory Committee shall
     be appointed by the Board; subsequent chairs shall be elected by the
     members of the DNS Root Server System Advisory Committee pursuant to
     procedures adopted by the members. The responsibility of the Root
     Server System Advisory Committee shall be to advise the Board about
     the operation of the root name servers of the domain name system. The
     Root Server System Advisory Committee should consider and provide
     advice on the operational requirements of root name servers, including
     host hardware capacities, operating systems and name server software
     versions, network connectivity and physical environment. The Root
     Server System Advisory Committee should examine and advise on the
     security aspects of the root name server system. Further, the Root
     Server System Advisory Committee should review the number, location,
     and distribution of root name servers considering the total system
     performance, robustness, and reliability.

     Comment: Language was added to make clear that the Chairs other
     than the Initial Chair will be elected by the Committee members.

Section 4. TERM OF OFFICE

The chairperson and each member of a committee shall serve until his or her
successor is appointed, or until such committee is sooner terminated, or
until he or she is removed, resigns, or otherwise ceases to qualify as a
member of the committee.

Section 5. QUORUM; MEETINGS

A majority of the members of the committee shall constitute a quorum at any
meeting of that committee. Each committee shall meet as often as is
necessary to perform its duties.

Section 6. VACANCIES

Vacancies on any committee shall be filled in the same manner as provided
in the case of original appointments.

Section 7. COMPENSATION

  All Committees shall receive some Compensation that is to be based on
  minimal industry standards, unless those members are serving on a strictly
  voluntary basis or decline any compensation upon written statement to
  such decline.  The Membership Board shall recommend minimal compensation
  guidelines and/or amounts for each committee member.  The Membership shall
  be required to vote on these requirements as part or separate to the determination
  of these said committees or committee members.

                           ARTICLE VIII: OFFICERS

Section 1. OFFICERS

The officers of the Corporation will be a President (who will serve as
Chief Executive Officer), a Chief Technology Officer, a Vice President, a
Secretary, and a Treasurer/Chief Financial Officer. The Corporation may
also have, upon the voted approval of the Membership, a Vice Chairperson, a General
Counsel, one or more additional Vice Presidents, one or more additional
Assistant Secretaries, and one or more Assistant Treasurers. Any person may
hold more than one office, but no more than two,
except that neither the Chairperson of the Board
nor the President may serve concurrently as the Secretary or the
Treasurer/Chief Financial Officer or Chief Technical Officer.

Section 2. ELECTION OF OFFICERS

The officers of the Corporation will be elected annually by the Membership.
Each such officer shall hold his or her office until he or she resigns, is removed, 
is otherwise disqualified to serve, or his or her successor is elected.

Section 3. REMOVAL OF OFFICERS

  Any Officer may be removed, either with or without cause, by a two-thirds
 (2/3) majority vote of all the membership upon a complete review
  of any and all circumstances. Should any vacancy
  occur in any office as a result of death, resignation, removal,
  disqualification or any other cause, the Board must call for and emergency
  election by the membership within 15 working days of such an occupancy.

Section 4. PRESIDENT

The President will be the Chief Executive Officer (CEO) of the Corporation
in charge of all of its activities and business. All other officers and
staff shall report to the President or his or her delegate. The President
shall serve as a member of the Board, and shall be entitled to attend any
meeting of any committee. The President shall report annually to the Board
on the current state of the Corporation and plans for the future. The
President shall submit to the Board the annual budget of the Corporation
for the next fiscal year at least three (3) months prior to the
commencement of the fiscal year. The President will be empowered to call
special meetings of the Board as set forth herein, and shall discharge all
other duties as may be required by these Bylaws and from time to time may
be assigned by the Board.

Section 5. SECRETARY

The Secretary shall keep or cause to be kept the minutes of the Board in
one or more books provided for that purpose, will see that all notices are
duly given in accordance with the provisions of these Bylaws or as required
by law, and in general perform all duties as from time to time may be
prescribed by the President or the Board.

Section 6. TREASURER/CHIEF FINANCIAL OFFICER

The Treasurer/Chief Financial Officer ("CFO") shall be the chief financial
officer of the Corporation. 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 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 CFO shall disburse
the funds of the Corporation 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 the Corporation. The CFO shall be responsible for
the Corporation's financial planning and forecasting and shall assist the
President in the preparation of the Corporations annual budget. The CFO
shall coordinate and oversee the Corporations funding, including any
audits or other reviews of the Corporation or its Supporting Organizations.
The CFO shall be responsible for all other matters relating to the
financial operation of the Corporation.

Section 7. CHIEF TECHNOLOGY OFFICER

The Chief Technology Officer shall advise the Board and the President on
engineering and other technical issues related to the matters which they
consider.

Section 8. ASSISTANT OFFICERS

Officers and Assistant Officers, in addition to those hereinabove
described, who are elected or appointed by the Board, shall perform such
duties as will be assigned to them by the President or the Board.

Section 9. COMPENSATION AND EXPENSES

The compensation of any Officer of the Corporation shall be approved by the
Board. Expenses incurred in connection with performance of their officer
duties may be reimbursed to Officers upon approval of the President (in the
case of Officers other than the President) or the Board.

   ARTICLE IX: INDEMNIFICATION OF DIRECTORS, OFFICERS EMPLOYEES AND OTHER
                                   AGENTS

The Corporation shall, to maximum extent permitted by the CNPBCL, indemnify
each of its agents against expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with any
proceeding arising by reason of the fact that any such person is or was an
agent of the Corporation. For purposes of this Article, an "agent" of the
Corporation includes any person who is or was a Director, Officer, employee
or any other agent of the Corporation; or is or was serving at the request
of the Corporation as a Director, Officer, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise. The
Board may adopt a resolution authorizing the purchase and maintenance of
insurance on behalf of any agent of the Corporation against any liability
asserted against or incurred by the agent in such capacity or arising out
of the agent's status a such, whether or not this Corporation would have
the power to indemnify the agent against that liability under the
provisions of this Article.

                       ARTICLE X: 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 once that contract has been approved by the Membership
 by majority vote.  In the absence of a contrary Membership 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 Membership, 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 this 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.

                 ARTICLE XI: ACCOUNTING YEAR AND TAX AUDIT

Section 1. ACCOUNTING

The fiscal year end of the Corporation shall be determined by the Board.

Section 2. AUDIT

At the end of the fiscal year, the books of the Corporation will be closed
and audited by certified public accountants. The appointment of the fiscal
auditors will be the responsibility of the Board.

Section 3. ANNUAL REPORT AND ANNUAL STATEMENT

The CFO shall cause the annual report and the annual statement of certain
transactions as required by the CNPBCL to be prepared and sent to each
member of the Board and to such other persons as the Board may designate,
no later than one hundred twenty (120) days after the close of the
Corporation's fiscal year. The annual report and annual statement will also
be made publicly available, on the Web Site and otherwise.

                          ARTICLE XII: AMENDMENTS

Except as otherwise provided in the (Suggested Amended) Articles of Incorporation, 
the Articles of Incorporation or Bylaws of the Corporation may be altered, amended, or
repealed and new Bylaws adopted only upon action by two-thirds (2/3)
majority vote of all the  membership.  except that these Bylaws shall
not be amended (ii) such date as all three Supporting Organizations described 
in (Suggested Amended) Section 3(A) of Article VI
have been formed, and Directors elected by them have been seated, and
further provided that any provision requiring a vote of more than
two-thirds (2/3) of all the membership, shall be changed only by such
larger vote. These Bylaws will be reviewed at least annually, or more often
if deemed necessary.

---

From: "William Allen Simpson" <[email-masked]>
Date: Tue, 6 Oct 98 13:58:16 GMT

> From: [email-masked]
> On Mon, 05 Oct 1998 19:01:17 BST, Jeff Williams said:
> (Apologies for swallowing troll bait.. but.. ;)
>
I remind you that we had called for formally shunning Allisat (in
February) and Williams (in July) in the IETF; for abusive language,
personal attacks, and excessive cross-posting.  Please do not reply to
Allisat or Williams postings on the IETF list.  (I left Williams in the
CC to help activate the bogon filters.)

> The only recorded cases of 24,000 people all voting the same way
> are in totalitarian regimes where you are given a choice between
> putting the check mark where you are told or meeting the wrong end of
> a semi-automatic weapon behind the local polling place.
>
Oh, I'm sure there are other examples.  Large corporate entities with
formal proxy voting, for example.

The surprise is "unanimous".  Especially as I consider myself a
"Stakeholder", and I was not consulted.

All he has to do is post the names, addresses, and email contacts of all
the unanimous voters, so that it can be verified, in the interest of
"transparency".  Please, not to the IETF list, but I'm sure that NTIA
would be happy to record the information for posterity.

[email-masked]
    Key fingerprint =  17 40 5E 67 15 6F 31 26  DD 0D B9 9B 6A 15 2C 32

---

From: Tim Salo <[email-masked]>
Date: Tue, 6 Oct 1998 11:21:13 -0500 (CDT)

> Date: Tue, 6 Oct 98 13:58:16 GMT
> From: "William Allen Simpson" <[email-masked]>
> To: IETF ORG <[email-masked]>
> Cc: Jeff Williams <[email-masked]>
> cc: DNS Policy <[email-masked]>
> Subject: Re: INEG. INC. Proposal Bylaws Proposal for the ICANN
> 	[...]
> Allisat or Williams postings on the IETF list....
> 	[...]
> formal proxy voting, for example....
> 	[...]

Another classic "Nobody else should respond to this thread, but I will,
[and please let me have the last word by not responding]" message.

-tjs