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ARTICLE
III: TRANSPARENCY AND PROCEDURES
Section
1. GENERAL
The
Corporation and its subordinate entities shall
operate to the maximum extent feasible in an
open and transparent manner and consistent with
procedures designed to ensure fairness. In
addition to the specific procedures set forth in
these Bylaws, the Initial Board shall
investigate the development of additional
transparency policies and transparency
procedures designed to provide information
about, and enhance the ability of interested
persons to provide input to, the Board and
Supporting Organizations. Any such additional
transparency policies and procedures shall be
widely publicized by the Board in draft form,
both within the Supporting Organizations and on
a publicly-accessible Internet World Wide Web
site maintained by the Corporation (the "Web
Site"). Any such additional transparency
policies and procedures may be adopted only
after a process for receiving and evaluating
comments and suggestions has been established by
the Board, and after due consideration of any
comments or suggestions received by the
Board.
Section
2. ACCESS TO INFORMATION
All
minutes of meetings of the Board, Supporting
Organizations (and any councils thereof) and
Committees shall be approved promptly by the
originating body and, no later than twenty-one
(21) days after the meeting, shall be made
publicly available on the Web Site and
otherwise; provided, however, that any 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
included in the minutes made publicly available.
For any matters that the Board determines not to
disclose, the Board shall describe in generic
terms in the relevant minutes the reason for
such nondisclosure.
Section
3. NOTICE AND COMMENT PROVISIONS
(a)
The Board shall post on the Web Site (i)
periodically a calendar of scheduled meetings
for the upcoming year, and (ii) in advance of
each Board meeting, a notice of the fact and
time that such meeting will be held and, to the
extent known, an agenda for the meeting. If
reasonably practicable, the Board shall post
notices of special meetings of the Board at
least fourteen (14) days prior to the
meetings.
(b)
Prior to adoption of any policies that
substantially affect the operation of the
Internet or third parties, the Board
will:
(i)
provide public notice on the Web Site
explaining what policies are being considered
for adoption and why;
(ii)
provide a reasonable opportunity for parties
to comment on the adoption of the proposed
policies, to see the comments of others, and
to reply to those comments; and
(iii)
after a reasonable comment period, take
action on the proposed policies, establishing
an effective date, and publishing the reasons
for the action taken.
(c) As
appropriate, the Corporation will facilitate the
translation of final published documents into
various appropriate languages.
Section
4. BOARD RECONSIDERATION
The
Board shall adopt policies and procedures
through which a party affected by an action of
the Corporation can seek reconsideration of that
action. These policies and procedures may
include threshold standards or other
requirements to protect against frivolous or
non-substantive use of the reconsideration
process. The Board may, in its sole discretion,
provide for an independent review process by a
neutral third party.
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ARTICLE
III: TRANSPARENCY AND PROCEDURES
Section
1. GENERAL
The
Corporation and its subordinate entities shall
operate to the maximum extent feasible in an
open and transparent manner and consistent with
procedures designed to ensure
fairness.
Section
2. ACCESS TO INFORMATION
(a)
All minutes of meetings of the Board, Supporting
Organizations (and any councils thereof) and
Committees shall be approved promptly by the
originating body.
(b) No
later than five (5) days after each meeting, any
actions taken by the Board shall be made
publicly available in a preliminary report on a
publicly-accessible Internet World Wide Web site
maintained by the Corporation (the "Web Site");
provided, however, that any actions 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, by a three-quarters (3/4) vote of
Directors voting, are not appropriate for public
distribution shall not be included in the
preliminary report made publicly available. For
any matters that the Board determines not to
disclose, the Board shall describe in generic
terms in the relevant preliminary report the
reason for such nondisclosure.
(c) No
later than the day after the date on which they
are formally approved by the Board, the minutes
shall be made publicly available on the Web
Site; provided, however, that any 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, by a
three-quarters (3/4) vote of Directors voting,
are not appropriate for public distribution
shall not be included in the minutes made
publicly available. For any matters that the
Board determines not to disclose, the Board
shall describe in generic terms in the relevant
minutes the reason for such
nondisclosure.
Section
3. NOTICE AND COMMENT PROVISIONS
(a)
The Board shall post on the Web Site (i)
periodically a calendar of scheduled meetings
for the upcoming year, and (ii) in advance of
each Board meeting, a notice of the fact and
time that such meeting will be held and, to the
extent known, an agenda for the meeting. If
reasonably practicable, the Board shall post
notices of special meetings of the Board at
least fourteen (14) days prior to the
meetings.
(b)
With respect to any policies that are being
considered by the Board for adoption that
substantially affect the operation of the
Internet or third parties, including the
imposition of any fees or charges, the Board
will:
(i)
provide public notice on the Web Site
explaining what policies are being considered
for adoption and why;
(ii)
provide a reasonable opportunity for parties
to comment on the adoption of the proposed
policies, to see the comments of others, and
to reply to those comments; and
(iii)
hold a public forum at which the proposed
policy would be discussed.
(c)
After voting on any policy subject to Section
3(b) of this Article, the Board will publish in
the meeting minutes the reasons for any action
taken, the vote of each Director voting on the
action, and the separate statement of any
Director desiring publication of such a
statement.
(d) As
appropriate, the Corporation will facilitate the
translation of final published documents into
various appropriate languages.
Section
4. RECONSIDERATION AND REVIEW
(a)
Any person affected by an action of the
Corporation may request review or
reconsideration of that action by the Board. The
Board shall adopt policies and procedures
governing such review or reconsideration, which
may include threshold standards or other
requirements to protect against frivolous or
non-substantive use of the reconsideration
process.
(b)
The Initial Board shall, following solicitation
of input from the Advisory Committee on
Independent Review and other interested parties
and consideration of all such suggestions, adopt
policies and procedures for independent
third-party review of Board actions alleged by
an affected party to have violated the
Corporation's articles of incorporation or
bylaws.
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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 (when appointed) and
those directors that have been nominated in
accordance with these bylaws by any Supporting
Organization(s) that is recognized by the Board
pursuant to Section 3(b) of 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 Board 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. The members of the Initial Board (other
than the At Large members) shall serve the terms
specified in Section 9(d) of this Article. No At
Large member of the Initial Board shall be
eligible for additional service on the Board
until two years have elapsed following the end
of his or her term on the Initial
Board.
Section
2. INITIAL BOARD MEMBERS SELECTED BY THE
SUPPORTING ORGANIZATIONS
Immediately
upon the recognition of a Supporting
Organization by the Board pursuant to Section
3(b) of Article VI, the Board shall request that
such Supporting Organization nominate three
persons to be directors. Upon receipt of such
nominations, the Board shall elect such persons
as members of the Initial Board.
Section
3. NUMBER OF DIRECTORS AND ELECTION OF
CHAIRMAN
(a)
The authorized number of Directors shall be no
less than nine (9) and no more than nineteen
(19).
(b)
The Board shall elect a Chairman from among the
Directors, not including the
President.
Section
4. QUALIFICATION OF DIRECTORS AFTER THE INITIAL
BOARD
Each
Board after the Initial Board shall be comprised
as follows:
(i)
Three (3) Directors nominated by the Address
Supporting Organization, as defined in
Article VI;
(ii)
Three (3) Directors nominated by the Domain
Name Supporting Organization, as defined in
Article VI;
(iii)
Three (3) Directors nominated by the Protocol
Supporting Organization as defined in Article
VI;
(iv)
Nine (9) At Large Directors, selected
pursuant to a process to be established by a
majority vote of all the At Large Board
members of the Initial Board; and
(v)
The person who shall be, from time to time,
the President of the Corporation.
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 holds an elective governmental office 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; Latin
America/Caribbean Islands; Africa; North
America. The specific countries included in each
Geographic Region shall be determined by the
Board, and 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.
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 shall
adopt policies specifically addressing Director,
Officer and Supporting Organization 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 (other than the Initial Directors)
shall be elected at each annual meeting of the
Board 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 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 or until that Director resigns or
is removed in accordance with these Bylaws.
Notwithstanding the foregoing, each time a
person is appointed as President of the
Corporation, the Board shall, at the time of
such appointment, 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 shall (i) select
the Board members to be nominated by that
Supporting Organization through a process
determined by the Supporting Organization and
approved by the Board, 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 Board votes on such
nominee(s). The Board 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 a process
to be determined by a majority vote of all At
Large members of the Initial Board, following
solicitation of input from the Advisory
Committee on Membership described in Section 3
of Article VII and other 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, and should give
consideration to such nominees. Such process
shall call for election of At Large directors by
one or more categories of members of the
Corporation admitted pursuant to qualifications
established by majority vote of the At Large
members of the Initial Board. Before any nominee
is added to a ballot of nominees submitted to
the members for their consideration, the Board
shall establish (i) a process to determine if
support for such nominee is adequate to put such
nominee's name on the ballot and (ii)
qualifications a nominee must have in order to
be submitted to the membership.
(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. 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 campaign of any
nominee for the Board.
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 may be removed following notice and a
three-fourths (3/4) 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 or be counted as a member of the Board
when calculating the required three-fourths
(3/4) vote; and provided further, that each vote
to remove a Director shall be a separate vote on
the sole question of the removal of that
particular Director. 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.
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
Director's term of office.
Section
13. 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 the last week of September
1999 or on such other date as may be set by the
Board. Subsequent annual 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
the principal office of the Corporation. The
annual meeting will be open to the public, and
to the extent practicable, should be held in
different locations around the world on a
regular basis. 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. To the extent
practicable, regular meetings should be held in
different locations around the world on a
regular basis. In the absence of other
designation, regular meetings will be held at
the principal office of the
Corporation.
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 Chairman of the Board or the
President. A call for a special meeting will be
made by the Secretary of the Corporation. In the
absence of designation, special meetings will be
held at the principal office of the
Corporation.
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
Director's 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. 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
forty-eight (48) hours 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
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
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
Director shall have the right at any reasonable
time to inspect and copy all books, records and
documents of every kind, and to inspect the
physical properties of the Corporation. The
Corporation shall establish reasonable
procedures to protect against the inappropriate
disclosure of confidential
information.
Section
22. COMPENSATION
The
Directors shall receive no compensation for
their services as Directors. The Board may,
however, authorize the reimbursement of actual
and necessary reasonable expenses incurred by
Directors performing duties as
Directors.
Section
23. PRESUMPTION OF ASSENT
A
Director present at a Board meeting at which
action on any corporate 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 by registered mail 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
24. RULES OF PROCEDURE
Unless
waived by a majority vote at a meeting, the
rules of procedure at meetings of the Board and
committees of the Board and Supporting
Organizations shall be rules contained in
"Roberts' Rules of Order on Parliamentary
Procedure," newly revised, so far as applicable
and when not inconsistent with these Bylaws, the
Articles of Incorporation or any resolution of
the Board.
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ARTICLE
V: STRUCTURE OF THE BOARD OF
DIRECTORS
Section
1. INITIAL BOARD
The
initial Board of Directors of the Corporation
("Initial Board") shall be the Board that exists
prior to the time of the seating of Directors
that have been selected in accordance with these
bylaws by any Supporting Organization(s) that
exists under Section 3(a) of Article VI, and
shall consist of nine At Large members and the
President. Five of the "At Large" members of the
Initial Board, to be determined by the "At
Large" members of the Initial Board, shall serve
until the conclusion of the Annual Meeting of
the Corporation in 2000. The remaining four "At
Large" members of the Initial Board shall serve
until the conclusion of the Annual Meeting of
the Corporation in 2002. No At Large member of
the Initial Board shall be eligible for
additional service on the Board until two years
have elapsed following the end of his or her
term on the Board.
Section
2. ORIGINAL BOARD MEMBERS SELECTED BY THE
SUPPORTING ORGANIZATIONS
As
soon as feasible after formation of a Supporting
Organization pursuant to Section 3(a) of Article
VI, the Supporting Organization shall select
three persons to be the Original Directors
selected by that Supporting Organization and
shall designate which of these persons shall
serve each of the staggered terms for such
Original Directors specified in Section 9(c) of
this Article. The Supporting Organization shall
notify the Board and Secretary of the
Corporation in writing of the selections and
designations. The selected persons shall take
office seven days after the notification is
received by the Secretary. The Supporting
Organization Council may by a two-thirds vote
revise its designation of which of the selected
persons shall serve which of the staggered
terms; such revision shall become effective upon
the Secretary's receipt, within 180 days of the
original notification, of the written consents
of each Original Director whose term is affected
by the revision.
Section
3. NUMBER OF DIRECTORS AND ELECTION OF
CHAIRMAN
(a)
The authorized number of Directors shall be no
less than nine (9) and no more than nineteen
(19).
(b)
The Board shall annually elect a Chairman and a
Vice-Chairman from among the Directors, not
including the President.
Section
4. QUALIFICATION OF DIRECTORS AFTER THE INITIAL
BOARD
Each
Board after the Initial Board shall be comprised
as follows:
(i)
Three (3) Directors selected by the Address
Supporting Organization, as defined in
Article VI;
(ii)
Three (3) Directors selected by the Domain
Name Supporting Organization, as defined in
Article VI;
(iii)
Three (3) Directors selected by the Protocol
Supporting Organization, as defined in
Article VI;
(iv)
Nine (9) "At Large" members of the Initial
Board during their terms of office prescribed
in Section 1 of this Article, and any
successors; and
(v)
The person who shall be, from time to time,
the President of the Corporation.
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 holds an elective governmental office 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: (1) at least one
citizen of a country located in each of the
geographic regions listed in this Section 6
shall serve as an At Large Director on the Board
(other than the Initial Board) at all times; and
(2) no more than one-half (1/2) of the total
number of At Large Directors serving at any
given time shall be citizens of countries
located in any one Geographic Region. The
selection of Directors by each Supporting
Organization shall comply with all applicable
geographic diversity provisions of these Bylaws
or of any Memorandum of Understanding referred
to in these Bylaws concerning the Supporting
Organization. As used herein, each of the
following shall be a "Geographic Region":
Europe; Asia/Australia/Pacific; Latin
America/Caribbean islands; Africa; North
America. The specific countries included in each
Geographic Region shall be determined by the
Board, and 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, taking account of the evolution of
the Internet.
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 shall
adopt policies specifically addressing Director,
Officer and Supporting Organization 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 the subordinate entity that
selected them, their employers, or any other
organizations or constituencies.
Section
9. SELECTION AND TERM
(a)
"At Large" Directors shall be selected pursuant
to the provisions of Article II of these
Bylaws.
(b)
Prior to October 1 of each year, each Supporting
Organization entitled to select a Director
(other than an Original Director selected by the
Supporting Organization under Section 2 of this
Article) shall make its selection according to
the procedures specified by Article VI
(including Articles VI-A, VI-B, and VI-C). The
Supporting Organization shall give the Secretary
of the Corporation written notice of the
selection within fifteen days after that
selection.
(c)
The regular term of office of a Director shall
be as follows:
1.
The term as Director of the person holding
the office of President shall be for as long
as, and only for as long as, such person
holds the office of President;
2.
The term of "At Large" members of the Initial
Board shall expire as stated in Section 1 of
this Article;
3.
The term of the five At Large Directors
seated pursuant to Article II, Section 2 of
these Bylaws shall expire as stated in
Article II, Section 3; and
4.
The staggered terms of the Original Directors
selected by any Supporting Organization as
provided by Section 2 of this Article shall
extend until the conclusion of the second,
third, and fourth Annual Meeting of the
Corporation, respectively, after the
Supporting Organization's notification of
their selections and designations is received
by the Secretary.
5.
The term of a Director selected by any
Supporting Organization to succeed a Director
previously selected by it (other than a
Director selected to fill a vacancy) shall
expire at the conclusion of the third Annual
Meeting of the Corporation after the one at
the conclusion of which the term of the
Director's predecessor expired.
Each
Director, including a Director selected to
fill a vacancy or selected at a special
meeting, shall hold office until expiration
of the term for which selected and qualified
and until a successor has been selected and
qualified or until that Director resigns or
is removed in accordance with these bylaws,
provided that no "At Large" Director selected
pursuant to Article II of these Bylaws shall
continue to hold office after the expiration
of his or her term even if a successor has
not been selected and qualified. No Director
may serve more than two (2) terms.
(d)
Resources of the Corporation will not be
expended in support of any campaign of any
person seeking to be selected as a member of the
Board.
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 selected
pursuant to Section 12 of this
Article.
Section
11. REMOVAL OF A DIRECTOR
Any
Director may be removed following notice and a
three-fourths (3/4) 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 or be counted as a member of the Board
when calculating the required three-fourths
(3/4) vote; and provided further, that each vote
to remove a Director shall be a separate vote on
the sole question of the removal of that
particular Director. A Director selected 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,
without a recommendation by the Supporting
Organization, seeks to remove more than one
Director selected by a Supporting Organization
within a four-month period, the Board must show
reasonable cause for its action.
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, 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
involving an "At Large" Director, whether from
the Initial Board or seated under Article II,
Section 2 of these Bylaws, shall be filled by a
vote of the remaining Directors. Any vacancy
occurring on the Board of Directors involving a
Director selected by a Supporting Organization
shall be filled by the Supporting Organization
selecting that Director according to the
procedures specified by Article VI (including
Articles VI-A, VI-B, and VI-C). A Director
selected 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
Director's term of office.
Section
13. ANNUAL MEETING OF THE
CORPORATION
Annual
meetings of the Corporation will be held for the
purpose of electing Officers and for the
transaction of such other business as may come
before the meeting. The first annual meeting
will be held the last week of September 1999 or
on such other date as may be set by the Board.
Subsequent annual 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
the principal office of the Corporation. The
annual meeting will be open to the public. 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. To the extent
practicable, regular meetings should be held in
different locations around the world on a
regular basis. In the absence of other
designation, regular meetings will be held at
the principal office of the
Corporation.
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 Chairman of the Board or the
President. A call for a special meeting will be
made by the Secretary of the Corporation. In the
absence of designation, special meetings will be
held at the principal office of the
Corporation.
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
Director's 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. 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
forty-eight (48) hours 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 OR BY OTHER
COMMUNICATIONS EQUIPMENT
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 (i)
conference telephone or similar communications
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