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Network Working Group                                      Scott Bradner
Internet-Draft                                                    Editor
                                                      Harvard University
                                                           February 1999

               Bylaws for a Protocol Support Organization

                           DRAFT DRAFT DRAFT

                   <draft-ietf-poisson-pso-bl-02.txt>

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



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   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



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   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



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            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



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            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



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         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



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         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




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      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



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            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



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         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,



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         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



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         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



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         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



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         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



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         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



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         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.



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   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.




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   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



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   1350 Mass Ave, rm 876
   Cambridge, MA
   02138
   USA

   phone: +1 617 495 3864
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