ICANN Bylaws

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The ICANN Bylaws are the internal rules set forth for ICANN by the ICANN Board.

The Bylaws in full can be found here. A summary of each section is as follows:

Article 1. Mission and Core Values

• 1.1 Mission
  • To coordinate the global Internet's system of identifiers (domain names/DNS, IP Addresses, AS numbers, and protocol port and parameter numbers), and ensure that the system is stable and secure.
• 1.2 Core Values
  • Preserve and enhance operational stability, reliability, security, and global interoperability of the Internet.
  • Respect the innovation, creativity, and flow of information made possible by the Internet, not interfering with such
  • Delegate to other relevant entities when appropriate
  • Seek and support broad, informed participation in ICANN activities
  • Depend on market mechanisms to promote and sustain industry competition
  • Introduce and promote competition in regards to domain name registration
  • Employ open and transparent policy development mechanisms
  • Make decisions neutrally, objectively, and fairly
  • Act with speed while also ensuring all effective parties are provided the opportunity to input
  • Remain accountable for the Internet community
  • Despite being a private sector organization, respect input from public sector, including governments or other public authorities

Article 2. Powers

• 2.1 General Powers
  • The Board shall either exercise or observe the exercising of ICANN's powers. It acts with a majority vote.
• 2.2 Restrictions
  • ICANN is not a domain name registry, registrar, or IP address registry.
• 2.3 Non-Discriminatory Treatment
  • ICANN shall not discriminate against any party.

Article 3. Transparency

• 3.1 Purpose
  • ICANN and its constituent bodies shall act in an open, transparent, and fair manner.
• 3.2 Website
  • ICANN shall maintain a publicly accessible website
• 3.3 Manager of Public Information
  • There shall be a staff position titled Manager of Public Information, whose duty it is to coordinate the various aspects of public participation, under direction of the President.
• 3.4 Meeting Notices and Agendas
  • At least seven days prior to a Board Meeting, notice of the meeting and its agenda must be posted.
• 3.5 Minutes and Preliminary Reports
  • All minutes of Board and Supporting Organizations meetings shall be compiled promptly, approved by the originating body, and forwarded to the ICANN Secretary for posting on the website.
  • In no later than two business days, any resolutions passed by the Board shall be made publicly available on the website, except in special circumstances.
  • In no later than seven business days, any actions taken by the Board as result of a meeting shall be made publicly available on the website, except in special circumstances.
  • In no later than one day after they are approved, meeting minutes shall be made publicly available on the website, except in special circumstances.
• 3.6 Notice and Comment on Policy Actions
  • ICANN must provide public notice on the website of policies and policy changes being considered and the reasoning behind them, at least twenty-one days prior to any action being taken. Resonable opportunities for public comment must be made prior to Board action. In the cases where policy action affect public policy concerns, the opinion of the GAC must be requested and heeded.
  • When practical, an in-person public forum must be held for the discussion of proposed policy in accordance with Section 6(1)(b) of these Bylaws.
  • After taking action, the Board must make public the meeting minutes, including the vote of each Director and any public statement they wish to include.
• 3.7 Translation of Documents
  • ICANN shall facilitate the translation of final public documents into the appropriate languages, as appropriate and to the extend possible given the organization's budget.

Article 4. Accountability and Review

• 4.1 Purpose
  • This article sets forth the processes for reconsideration and independent review of ICANN's actions and the periodic review of ICANN's structure and procedures, in a way that reinforces ICANN's core values as stated in Article 1, and transparency as stated in Article 3 of these Bylaws.
• 4.2 Reconsideration
  • ICANN shall have a process by which a person or entity can request review or reconsideration of an action that they have been affected by.
  • A person or entity may submit a Reconsideration Request if he/she/it has been adversely affected by staff actions or inactions that contradict existing policy; or if an action or inaction by the ICANN Board resulted in the failure to consider submitted materials.
  • The Board shall designate a Board Governance Committee, whose responsibility shall be to evaluate Reconsideration Requests.
  • ICANN shall absorb the normal administrative costs of a Reconsideration Request. In the case of determined extraordinary costs, the party seeking reconsideration shall have the opportunity to either withdraw the request or bear the cost.
  • All Reconsideration Requests must be submitted by email within 30 days of the action or inaction requiring reconsideration.
  • All Reconsideration Requests shall be posted publicly on the website.
  • The BCG may request information from the Board, the requesting party, or a third party.
  • The BCG must submit its considerations to the Board within ninety days of the request's submission, unless impractical. The final recommendation shall be posted on the website.
  • The Board is not required to follow the considerations of the BCG. The Board's decision shall be posted on the website.
  • The BCG shall submit an anual summary of all Reconsideration Requests
• 4.3 Independent Review of Board Actions
  • In addition to the above reconsideration review policy, ICANN shall have a separate process for the third-party review of Board actions allegedly inconsistent with the Bylaws.
  • Any person materially affected by Board decision or action that is inconsistent with the Bylaws may file for an independent review of that decision or action.
  • Such requests shall be referred to the Independent Review Panel (IRP), which shall be operated by an independent, international arbitration provider (IRP Provider)
  • The IRP Provider shall establish operating rules and procedures, subject to the approval of the ICANN Board.
  • The IRP may request further information from the party seeking review, the ICANN Board, Supporting Organizations, or other parties.
  • Individuals holding an official postion or office within the ICANN structure are not eligible to serve on the IRP.
  • Proceedings shall be conducted via email or by other Internet means in order to keep review costs down. When necessary, the IRP may hold telephone meetings.
  • The IRP shall make its declarations in writing. All petitions, claims, and declarations shall be posted on the website when they become available. The IRP may discretionarily deign to keep certain information confidential, at the submitting party's request.
  • IRP declarations shall be considered at the next Board Meeting.
• 4.4 Periodic Review of ICANN Structure and Operations
  • The Board shall enact the periodic review of the performance and operation of each Supporting Organization, each Supporting Organization Council, each Advisory Committee (other than the Governmental Advisory Committee, which shall provide its own review mechanisms), and the Nominating Committee. The review shall be conducted by an entity or entities independent from the organization under review.
  • These reviews shall be conducted no less frequently than every five years.
  • The results of these reviews shall be posted on the website for public comment, which shall be considered by the Board at the next opportunity.

Article 5: Ombudsman

• 5.1 Office of Ombudsman
  • There shall be an Office of Ombudsman, managed by an Ombudsman, to support the ICANN Staff as much as the Board determines to be appropriate and feasible. The position shall be full time, with salary and benefits as determined by the Board. The term shall last two years initially, and is subject to renewal. The dismissal of the Ombudsman requires a 3/4 majority vote from the Board.
  • The budget for the Office of Ombudsman shall be determined by the ICANN Board as part of the annual budget process. The Ombudsman shall submit a proposed budget to the President for consideration.
• 5.2 Charter
  • The Ombudsman shall act as a neutral dispute resolution practitioner for matters that do not invoke Section 2 or Section 3 of Article IV. The Ombudsman shall serve as an objective advocate for fairness, and seek to evaluate and possibly resolve complaints about unfair or inappropriate treatment by ICANN staff, the Board, or ICANN constituent bodies, using conflict resolutions tool such as negotiation, facilitation, and "shuttle diplomacy."
• 5.3 Operations
  • The Ombudsman shall facilitate the fair, impartial, and timely resolution of complaints that affect the ICANN community, excluding employees and vendors/suppliers, against the ICANN Board or staff, which are not subject of either the Reconsideration or Independent Review Policies. They may not be personally biased in any way, or have a personal stake in any outcome.
  • The Ombudsman may use his or her own discretion to accept or decline to act on a complaint or question. Additionally, the Ombudsman shall have no authority to act with respect to internal administrative matters, personnel matters, issues relating to membership on the Board, or issues related to vendor/supplier relations.
  • The Ombudsman has the right to access (but not to publish, if confidential) all information necessary to his/her decision-making.
  • The Ombudsman must comply with all internal conflicts-of-interest and confidentiality policies.
• 5.4 Interaction with ICANN and Outside Entities
  • No ICANN employee, Board member, or other internal organization member may impede the Ombudsman's contact with the ICANN community and vice-versa.
  • ICANN staff and other participants must observe and respect the determinations made by the Ombudsman.
  • Contact with the Ombudsman does not constitute as notice to ICANN of any particular action or cause of action.
  • The Ombudsman may not take any action not outlined in the Bylaws.
• 5.5 Annual Report
  • The Ombudsman must publish an annual report consisting of a consolidated analysis of the years complains and resolutions. It shall be posted on the website.

Article 6: Board of Directors

• 6.1 Composition of the Board
  • The ICANN Board of Directors shall consist of sixteen voting members, called Directors. In addition, five non-voting Liaisons shall be designated, in accordance with Section 9 of this Article.
• 6.2 Directors and Their Selection; Election of Chairman and Vice-Chairman
  • The Directors shall consist of eight voting members selected by the Nominating Committee, two voting members selected by the Address Supporting Organization, two voting members selected by the Country Code Names Supporting Organization, two voting members selected from the Generic Names Supporting Organization, one voting member selected from the At-Large Community, and the previous President of the Board, who shall also be a voting member.
  • The Nominating Committee shall ensure that the delegates it selects are a good representation of of ICANN's diversity in geography, culture, skills, experience, and perspective. The number of Directors selected from any one Geographic Region shall not exceed five, with the aim to have representatives from each region.
  • The Supporting Organizations and At-Large Community shall also, in conjunction, ensure the same diversity as the above. No two Directors selected by a Supporting Organization shall be citizens from the same country or of countries located in the same Geographic Region.
  • The Board shall annually elect a Chairman and Vice-Chairman from among the Directors, not including the President.
• 6.3 Criteria for Selection of Directors
  • Chosen Directors shall be accomplished persons of integrity, objectivity, and intelligence, with sound judgement, open mind, and the ability to work well in groups. They must have prior understanding of ICANN's mission and the organizations potential impact on the global Internet community. In aggregate, they must represent the broadest cultural and geographical diversity, and demonstrate a collective understanding of gTLD registries and registrars, ccTLD registries, IP address registries, Internet technical standards and protocols, policy-development procedures, legal traditions, and the public interest. Finally, they must be willing to serve as volunteers, and must have strong communication skills with written and spoken English.
• 6.4 Additional Qualifications
  • No official from a government or multinational entity may serve on the ICANN Board.
  • No person who serves on any Supporting Organization Council, including as a liaison, shall simultaneously serve as a Director or liaison to the Board.
  • Persons serving on the Nominating Committee ar ineligible for selection to Board positions.
• 6.5 International Representation
  • Selection of Directors must follow the set diversity provisions, which is that at least one Director must be from each Geographic Region, and no more than five may come from the same region. The Geographic Regions are defined as: Europe; Asia/Australia/Pacific; Latin America/Caribbean islands; Africa; and North America.
• 6.6 Directors' Conflicts of Interest
  • Directors are required to make known all possible conflicts of interests at least once a year.
• 6.7 Duties of Directors
  • Directors must act on what they believe to be in the best interest for ICANN, and not the organization that they represent, their employers, or anyone else.
• 6.8 Terms of Directors
  • The terms of the Directors shall be staggered, always starting at the close of a meeting.
  • A term lasts until the successor commences the next term, or until they resign or are removed.
  • At least two months prior to the commencement of the annual meeting, the organizations represented on the Board shall submit their nominations to the Secretary for those positions needing to be filled.
  • No Director may serve more than three consecutive terms.
  • The President of the organization may only serve as Director for as long as they also serve as President.
• 6.9 Non-Voting Liaisons
  • There shall be one Liaison voted from the Governmental Advisory Committee, one from the Root Server System Advisory Committee, one from the Security and Stability Advisory Committee, one from the Technical Liaison Group, and one from the Internet Engineering Task Force.
  • The term of a Non-Voting Liaison shall begin at the conclusion at the end of each annual meeting.
  • Non-Voting Liaisons shall serve unpaid, as volunteers.
  • There is no limit to how long a liaison may serve.
  • Liaisons are entitled to attend Board Meetings, participate in Board discussions and deliberations, and have access to all materials provided to the Board for such uses. They have no other rights of the Directors.
• 6.10 Resignation of a Director or Non-Voting Liaison
  • A Board Member may resign at any time, either by verbal notice at any Board Meeting followed by written notice to the Secretary, or by written notice to the President.
• 6.11 Removal of a Director or Non-Voting Liaison
  • A Director may be removed by a 3/4 vote of the Board, not including the vote of the candidate for removal.
  • Any non-noting liaison of the Board, with the exception of the Government Advisory Board liaison, by a 3/4 vote of the ICANN Board, following the notification of the liaison's organization.
• 6.12 Vacancies
  • A vacancy or vacancies in the Board shall be deemed to exist in that case of the death, resignation, or removal of any Board Member; or an authorized increase in the number of Board Members; or the incarceration of an existing Board Member. A vacancy shall be filled by the Nominating Committee, unless the vacancy is for the representative from a Supporting Organization, in which case that organization shall fill the vacancy. If the vacancy is the President of ICANN, it shall be filled as per Article 8 of these Bylaws.
  • Liaison vacancies shall be determined and filled by the organization for which the position serves.
• 6.13 Annual Meetings
  • An annual meeting shall be held at the principal ICANN office for the purpose of electing officers. The meeting may be held elsewhere if the Board so choses, at a maximum of every 14 months.
• 6.14 Regular Meetings
  • Regular meetings shall be held as designated by the Board.
• 6.15 Special Meetings
  • Special meetings may be called, with the requirement of at least one fourth of the Board to be in attendance.
• 6.16 Notice of Meetings
  • Notice of all meetings shall be delivered to all Directors and liaisons in one of the following manners: personally, telephone, email, first class/air mail, or fax.
• 6.17 Quorums
  • A majority of all Directors currently in office constituted a quorum.
• 6.18 Action by Telephone or Other Communication Equipment
  • Directors of the Board or other Committees may use telecommunication methods in lieu of attending meetings as long as all members of the board can speak to and hear one another.
• 6.19 Action Without Meeting
  • An action may be taken without a meeting if all members provide written consent to such.
• 6.20 Electronic Meeting
  • Communication via email may substitute any other communication required in writing.
• 6.21 Rights of Inspection
  • Any Director shall, at any reasonable time, have the right to inspect and copy all documents necessary, except when it may disclose confidential information.
• 6.22 Compensation
  • The Chair of the Board is entitled to reasonable compensation for his/her services. All other Directors are not entitled to compensation, although the Board may authorize the reimbursement of reasonable expenses incurred as part of their duties.
• 6.23 Presumption of Assent
  • Any Director present at a meeting shall be assumed to have assented to a Board decision unless their dissent or abstention is recorded in the minutes, or they provide written notice.

Article 7: Nominating Committee

• 7.1 Description
  • A Nominating Committee shall be designated to select all ICANN Board members except the President and those chosen by Supporting Organizations. The Committee may also be assigned to make other selections as well.
• 7.2 Composition
  • The Nominating Committee shall consist of one non-voting Chair, selected by the ICANN Board; one non-voting Chair-Elect, selected by the ICANN Board to serve as an advisor; a non-voting liaison appointed by the Root Server System Advisory Committee; a non-voting liaison appointed by the Security and Stability Advisory Committee; a non-voting liaison appointed by the Governmental Advisory Committee; five voting delegates selected by the At-Large Advisory Committee; seven delegates from the Generic Names Supporting Organization, with the following breakdown: one delegate from the Registry Stakeholder Group, one from the Registrars Stakeholder Group, one from the Internet Service Providers Constituency, one from the Intellectual Property Constituency, one selected by the Non-Commercial Users Constituency, and one each from the small and large businesses sections of the Business Users Constituency; one delegate from the Country Code Names Supporting Organization; one delegate from the Generic Names Supporting Organization; one delegate from the Internet Engineering Task Force; one from the Technical Liaison Group; and one non-voting Associate Chair, appointed by the Chair.
• 7.3 Terms
  • Each voting delegate shall serve a one year term. They may not serve two consecutive terms; two years must elapse between terms.
  • Terms for voting delegates begin and end at the conclusion of annual meetings.
  • Terms for non-voting liaisons serve terms as designated by their appointing organization.
  • Upon the end of the Chair's term, the Chair-Elect shall become Chair, pending Board approval.
  • Vacancies are to be filled by the original appointing organization.
  • Vacancies shall not effect the Nominating Committee's obligation to fulfill their responsibilities.
• 7.4 Criteria for Selection of Nominating Committee Delegates
  • Nominating Committee delegates should be persons who are accomplished in their field, act with integrity, have a reputation for strong judgement and open mind, and are experienced with large group decision-making; persons with a wide range of contacts and related experience, and are committed to ICANN's success; persons who are neutral and objective, with no conflicting motivations; persons who understand ICANN's core objectives and its broad impact, who are willing to serve as volunteers without compensation; and persons who are able to communicate in written and spoken English.
• 7.5 Diversity
  • When filling vacancies within ICANN bodies, the Nominating Committee shall take into consideration the remaining members of the body, and ensure that the above criteria for selection are followed in such a manner that upholds diversity within the body.
• 7.6 Administrative and Operation Support
  • It is ICANN's duty to provide administrative support to the Nominating Committee.
• 7.7 Procedures
  • The Nominating Committee shall adopt whatever operating procedures it deems necessary, and will publish them on the website.
• 7.8 Ineligibility for Selection by Nominating Committee
  • Persons on the NomCom are not eligible to be selected for service in any other ICANN body.
• 7.9 Ineligibility for Service on Nominating Committee
  • No persons who are paid employees or consultants of ICANN may serve on the Nominating Committee.

Article 8: Address Supporting Organization

• 8.1 Description
  • The Address Supporting Organization (ASO) shall advise the ICANN Board on topics relating to Internet addresses.
• 8.2 Address Council
  • The ASO shall have an Address Council, which is to consist of members of the NRO Number Council.
  • The Address Council will appoint two delegates to the ICANN Board.

Article 9: Country-Code Names Supporting Organization

• 9.1 Description
  • The Country-Code Names Supporting Organization (ccNSO) is a policy-development body that is responsible for developing and recommending policies related to country-code top level domains (ccTLDs) to the ICANN Board, for creating consensus across the ccNSO community, and for coordinating with other Supporting Organizations, committees, and constituencies.
• 9.2 Organization
  • The ccNSO consists of ccTLD managers who have agreed in writing to participate in the organization, as well as a ccNSO council for the actual management of the policy development process.
• 9.3 ccNSO Council
  • The ccNSO Council shall consist of three persons selected by ccNSO members and three selected by the Nominating Committee, as well as liaisons and observers.
  • Each of the following organizations shall appoint one liaison to the ccNSO Council: the Governmental Advisory Committee, the At-Large Advisory Committee, and each of the five Regional Organizations (RALOs). These liaisons may not vote on ccNSO matters, but otherwise are on equal terms with the other council members. Designations, including length of term, are made in writing to the ICANN Secretary. Recalling or replacing a liaison may happen at any time.
  • The ccNSO may exchange observers with any other Supporting Organization's council.
  • A regular ccNSO Council Member term shall start at the conclusion of an annual meeting, and shall end at the third annual meeting thereafter.
  • A ccNSO Council Member may resign at any time with written notice to the ICANN Secretary and a copy to the Council Chair.
  • A member may me removed from the Council if he or she misses three or more consecutive meetings without sufficient cause. They may also be removed for grossly inappropriate behavior. The removal of a member requires a 2/3 majority vote of the rest of the Council.
  • A vacancy on the Council will exist upon the death, resignation or removal of a member of the Council. The vacancy is to be filled in the same manner by which the original member was chosen.
  • The role of the ccNSO Council is to coordinate and administer the affairs of the ccNSO and to manage the development of policy recommendations related to country codes.
  • The ccNSO Council shall fill two of is own seats via written ballot or by majority action at a meeting.
  • Rules and procedures may be adopted as necessary, as long as they are consistent with the ICANN Bylaws. These shall be published on the website.
  • ccNSO action shall take place at regularly scheduled meetings. These meetings may happen no fewer than four times per year, and shall be open to the public unless deemed otherwise by a majority vote.
  • Notice of place and time of meetings of the Council shall be provided to each ccNSO Council member, liaison, and observer at least 21 days prior to each meeting. An agenda shall be posted at least seven days prior to each meeting.
  • Members may participate in meetings in person or through electronic communication, provided that all members may hear and speak to each other. Minutes shall be posted on the website by the ICANN Secretary.
• 9.4 Membership
  • Members of the ccNSO are ccTLD Managers. A ccTLD Manger is an organization or entity responsible for managing an ISO 3166 country-code top-level domain, and is noted in the IANA database as such.
  • Any ccTLD Manager may become part of the ccNSO by submitted the proper application to the proper person. A member may resign by giving written notice.
  • Receipt of IANA services is not contingent on ccNSO or RALO membership.
  • The Geographic Region for a ccTLD Manager is designated by the location of the ccTLD's country, not the location of the Manager.
  • CcTLD Managers may designate, in writing, a person, organization, or entity to represent it. If no person is designated, the ccTLD Manager shall be represented by the person, organization, or entity listed as the administrative contact in the IANA database.
  • There shall be an open, annual meeting of ccNSO members, coordinated by the ccNSO Council.
  • ccNSO Council Members shall be selected from each Geographic Region via a nomination process, followed by an election if necessary.
  • Any ccNSO Member may nominate a person from their own Geographic Region to serve on the Council. The nomination must be seconded by another member from the same Geographic Region.
  • If there are no more nominated individuals for a Geographic Region than there are seats for that Geographic Region, then all those nominated are appointed. If there are more nominees than there are seats, a written ballot election shall be held.
  • ICANN policies shall only apply to ccNSO members to the extent that the policies address issues within the scope of the ccNSO, have been adopted into the ccPDP, have been recommended to the ccNSO by the Board, or are adopted as policies by the Board, so long as they do not conflict with the laws applicable to ccTLD Managers.
  • A ccNSO member is not bound to accept a policy if it can demonstrate to the ccNSO Council that the policy conflicts with custom, religion, or public policy, so long as failure to implement the policy would not impair DNS functionality.
• 9.5 Regional Organizations
  • The ccNSO may designate a Regional Organization for each ICANN Geographic Region. These organizations must be open to membership to any ccTLD Manager within its Geographic Region. A 2/3 majority vote of the ccNSO Council is required to designate or de-designate an organization as its region's Regional Organization.
• 9.6 ccNSO Policy-Development Process and Scope
  • The scope of the ccNSO's policy development role is described in Annex C of these Bylaws. Any changes to these must first be recommended to and then approved by the ICANN Board.
  • The process for the development of policy and recommendation to the Board is outlined in Annex B of these Bylaws. The process is called the ccNSO Policy-Development Process, or ccPDP.
• 9.7 Staff Support and Funding
  • The ccNSO Council may request the support of an ICANN Staff member, who shall serve as the ccNSO Staff Manager. The ccNSO may alternatively select their own ccNSO Staff Manager, at its own expense. The ccNSO Staff Manager's duties shall be designated by the ccNSO Council Chair.
  • The ccNSO Council may request administrative and operational support from ICANN. The ccNSO Council may, at its own expense, hire alternative or additional administrative support.
  • The ccNSO Council shall establish membership fees in order to pay for ccNSO expenses, as agreed upon by the members.
  • The ICANN Secretary shall manage all secretarial duties for the ccNSO.

Article 10: Generic Names Supporting Organization

• 10.1 Description
  • The Generic Names Supporting Organization (GNSO) is a policy-development body that is responsible for developing and recommending policies related to generic top level domains (gTLDs) to the ICANN Board.
• 10.2 Organization
  • The GNSO shall consist of a number of Constituencies, organized within four Stakeholder Groups, which will in turn be organized into two Houses, as outlined in Section 5 and 3 of this Article. There will also be an elected GNSO Council to manage policy development, as outlined in Section 3.
• 10.3 GNSO Council
  • As described in section 5 of this Article, the GNSO Council shall consist of three representatives selected from the Registries Stakeholder Group, three representatives selected from the Registrars Stakeholder Group, six representatives selected from the Commercial Stakeholder Group, six representatives selected from the Non-Commercial Stakeholder Group, three representatives selected by the Nominating Committee, one of which shall be non-voting. No individual representative may hold more than one Council seat at one time. Stakeholder Group representation should be as diverse as possible. There may also be non-voting liaisons appointed to represent other Supporting Organizations and Advisory Bodies as needed. Appointing a non-voting liaisons requires written notice to the Council Chair and the ICANN Secretary.
  • The term of a GNSO Council Member lasts from the end of an annual meeting until the end of the next annual meeting. Terms of elected representatives shall be staggered evenly. No representative may serve more than two consecutive terms, unless no alternative is available, in which case they may serve one additional term.
  • Any vacancies, which occur because of the resignation, removal, or death of a Council Member, shall be replaced by group from which the original member was chosen.
  • The Council is responsible for managing the GNSO's policy development process. It shall adopt such procedures as it deems necessary. These procedures, however, must first be approved by a majority vote of each House, as well as made available for public comment and Board review.
  • No more than one officer/director/employee from a company or organization may serve on the Council at any one time.
  • The GNSO is to fill two seats on the ICANN Board, which is to be done by either written ballot or action at a meeting. One position is to be filled by the Contracted Parties House, and the other is to be filled by the Non-Contracted Parties House. Notification of selection is to be made to the ICANN Secretary.
  • The Council is to select the GNSO Council Chair for any specified term, not greater than one year. Each House shall select a Vice-Chair, whose term may also be for any specified length no greater than one year. In the event that no Council Chair is selected by the close of the previous Chair's term, the Vice-Chairs shall act as Interim Co-Chairs.
  • The GNSO Council shall be divided into two Houses, the Contracted Parties House and the Non-Contracted Parties House. The Contracted Parties House shall include the Registries Stakeholder Group (three members), the Registrars Stakeholder Group (three members), and a Nominating Committee appointee, for a total of seven voting members. The Non-Contracted Parties House shall include the Commercial Stakeholder Group (six members), the Non-Commercial Stakeholders Group (six members), and one Nominating Committee appointee, for a total of thirteen voting members. Each voting members is to submit one vote to each separate Council matter.
  • In order to pass a Council matter, a majority vote from each house is required, unless otherwise specified.
• 10.4 Staff and Supporting Funding
  • A member of the ICANN Staff, the GNSO Staff Manager, will be assigned to serve the GNSO in a manner designated by the GNSO Chair.
  • ICANN shall provide administrative support tot he GNSO as is necessary and reasonable.
• 10.5 Stakeholder Groups
  • The GNSO will be made up of the following stakeholder groups: Registries Stakeholder Group, representing all gTLD registries under contract to ICANN; Registrars Stakeholder Group, representing all registrars accredited by and under contract with ICANN; Commercial Stakeholder Group, representing large and small commercial entities; and Non-Commercial Stakeholder Group representing non-commercial entities on the Internet.
  • These stakeholder groups will be each allotted a certain number of chairs on the Council, as designated in Section 10.3.
  • Each stakeholder group shall be recognized by the ICANN Board based on how well it represents the (global) community it claims to represent.
  • Any group or individual may petition the Board to be recognized as a new/separate Constituency in the Non-Contracted Parties House.
• 10.6 Policy Development Process
  • See Annex A.

Article 11: Advisory Committees

• 11.1 General
  • The Board may create as many Advisory Committees (ACs) as necessary, in addition to those outlined in this Article. AC membership may consist of only Directors, both Directors and non-directors, and non-directors only. ACs have no legal authority to act on behalf of ICANN.
• 11.2 Specific Advisory Committees
  • At the very least, the following ACs shall exist:
    • Governmental Advisory Committee
      • The purpose of the GAC is to provide advice to the ICANN Board regarding concerns of governments, particularly in matters related to ICANN policy.
      • Membership to the GAC is open to all national governments. The GAC Chair may choose to invite internationally recognized Distinct Economies, multinational governmental organizations and treaty organizations.
      • The GAC Chair is to be elected by the GAC's members.
      • Each GAC member shall appoint one representative to the committee. The representative must serve an official position within the government's administration.
      • The GAC shall appoint annually one non-voting liaison to the ICANN Board and to the Nominating Committee.
      • The GAC may appoint non-voting liaisons to each of the Supporting Organization Councils and other Advisory Committees, as long as it is useful.
      • If the Board or any SOs or ACs require GAC advice, the GAC shall be notified promptly.
      • The GAC may put issues directly to the Board.
      • GAC advice is to be considered in the formulation and adoption of policies. If it is ignored, the GAC must be notified why, and the Board should seek out a mutually acceptable solution if possible.
    • Security and Stability Advisory Committee
      • The role of the SSAC is to advise the ICANN Board and community on matters relating to the security and integrity of the Internet's naming and address allocation systems. The SSAC is expected to communicate on security with the Internet technical community, to engage in ongoing threat assessment and risk analysis of the Internet naming and address allocation services, to report to the Board about its activities, and to make related policy recommendations, among other things.
      • The SSAC's Chair and members shall be appointed by the ICANN Board for a three-year term. There is no limit to the number of terms one may serve.
      • The SSAC shall appoint a non-voting liaison to the Board.
    • Root Server System Advisory Committee
      • The role of the RSSAC is to advise the Board on issues relating to the operation of the root name servers of the domain name system.
      • RSSAC membership shall consist of each operator of an authoritative root name server and anyone else appointed by the ICANN Board.
      • The initial RSSAC Chairman was selected by the ICANN Board, all subsequent Chairmen shall be selected by the RSSAC members.
      • The RSSAC shall appoint one non-voting liaison to the ICANN Board annually.
    • At-Large Advisory Committee
      • The role of ALAC is to advise the Board on issues as they relate to the individual Internet user.
      • ALAC shall consist of two members selected by each of the five RALOs, and five members selected by the Nominating Committee, one from each of the five Geographic Regions.
      • The terms of the members shall be staggered.
      • The Chair shall be elected by the ALAC members.
      • The ALAC shall consult with each RALO and appoint one voting delegate to the Nominating Committee from each Geographic Region, for a total of five.
      • The ALAC may appoint non-voting liaisons to the ccNSO and GNSO.
      • There shall be one RALO for each Geographic Region. Each RALO shall serve as the main public forum in its region for input to the ICANN Board. They are to be non-profit organizations certified by ICANN, which has entered into an MoU with ICANN.
      • Each RALO is to be composed of ALSes within its region that have been certified to meet the requirements of the RALO's MoU with ICANN. If provided for by the RALO's MoU, membership may also include individual Internet users who are citizens of a country within the RALO's region.
• 11.3 Procedures
  • Each AC shall determine its own rules and procedures.
• 11.4 Terms of Office
  • The chairs and members of each committee shall serve until their successor is appointed, the committee is terminated, or he she is removed, resigns, or ceases to be eligible.
• 11.5 Vacancies
  • Vacancies are to be filled in the same way as the original appointment was made.
• 11.6 Compensation
  • Advisory Committee members shall not receive compensation for their services, although the Board may authorize the reimbursement of related necessary expenses.

Article 11-A: Other Advisory Mechanisms

• 11-A.1 External Expert Advice
  • The ICANN Board and Advisory Bodies are encouraged to seek necessary advice from relevant experts outside of ICANN, in either the public or private sector, as part of the policy development process.
  • The Board may appoint or authorize the President to appoint Expert Advisory Panels consisting of public or private sector individuals or entities. The Board may also consult multinational governmental or treaty organizations on issues related to public policy.
  • The process for seeking advice on public policy matters is as follows:
    • The GAC may, at any time, may recommend that the Board seek external advice on public policy matters.
    • When the Board decides that external advice is necessary, it shall consult the GAC regarding the appropriate source from which to seek the advice.
    • The GAC shall serve as liaison between the Board and the multinational governmental or treaty organization from which the advice is being sought.
  • The process for seeking advice on other matters are not specifically outlines.
  • External advice shall be provided in written form and is not binding.
  • The GAC, SOs, and ACs are allowed to comment on the received advice prior to any decision by the Board.
• 11-A.2 Technical Liaison Group
  • The Technical Liaison Group shall liaise between ICANN and the various technical organizations when the Board requires technical advice.
  • The TLG shall consist of the following four organizations: the European Telecommunications Standards Institute (ETSI), the International Telecommunications Union's Telecommunication Standardization Sector (ITU-T), the World Wide Web Consortium (W3C), and the Internet Architecture Board (IAB).
  • The TLG shall channel technical information and guidance to the ICANN Board and other ICANN entities. They are to act both in response to requests for information and in a proactive manner, advising on the relevance and progress of technical developments as they come up.
  • The TLG shall not have officers or hold meetings, nor shall it work together as a committee to provide advice. The TLG may not debate or coordinate on technical issues within itself, or to estabish unified positions or additional structure within the group.
  • The TLG shall not have any involvement with IANA or IANA's work for the organizations within the group.
  • Each organization within the TLG shall designate two individual technical experts to act as representatives. These individuals must be familiar with ICANN's work and needs, and be available as necessary.
  • One representative from the group, in rotation, shall be appointed to act as non-voting liaison with the Board, and one shall be appointed to act as non-voting liaison to the Nominating Committee. The rotation order for the appointment to the Board shall be ETSI, ITU-T, and W3C, and the rotation order for the Nominating Committee delegate shall be W3C, ETSI, and ITU-T. The IAB is not included in these rotations as it already provides delegates to these bodies via the IETF.

Article 12: Board and Temporary Committees

• 12.1 Board Committees
  • The Board may establish committees of the Board, on which only Board Directors may serve. These committees will continue to exist until the board absolves them. Each committee must consist of at least two members, with possibility of designating alternate members. Members who cease to be Board Directors cease to serve on any Board Committees, and members may be removed from a committee by a 2/3 majority vote from the rest of the Board.
• 12.2 Powers of Board Committees
  • The Board may delegate all legal authority of the Board to a Board Committee except for the following: change of Board members or committee members; appointment of new Board Committees; changes to the Bylaws; amendments or repeals of any prior Board actions (unless otherwise specified); approval of any self-dealing transactions; approval of Annual Budgets; the compensation of officers.
  • The Board shall prescribe the manner of proceedings of any Board Committees; failing this, the committee shall prescribe its own manner of proceedings. Board Committee meetings and actions must follow the same rules as regular Board meetings and actions, as noted in Article 6.
• 12.3 Temporary Committees
  • The Board may establish temporary committees as it sees fit.

Article 13: Officers

• 13.1 Officers
  • ICANN's officers shall be President (who also serves as Chief Executive Officer), Secretary, and Chief Financial Officer. As the discretion of the Board, other officer positions may be created. One may serve multiple offices, however no member of the Board may simultaneously serve an office.
• 13.2 Election of Officers
  • ICANN's officers shall be elected annually by the Board. Recommendations for President shall be taken from the Board Chairman, and for all other officers from the President. Officers shall serve until they resign, are removed, become disqualified, or are replaced by the election of a successor.
• 13.3 Removal of Officers
  • An Officer may be removed by a 2/3 majority vote of the Board, either with or without just cause. Should a vacancy occur for any reason, another Officer or a Director may temporarily take over the duties of the position until a replacement is elected.
• 13.4 President
  • The President shall serve as CEO, and all other officers and staff shall report to him/her or his/her delegate. The President shall also serve as an ex officio member of the Board, and shall have the same rights and privileges as any other Board member.
• 13.5 Secretary
  • The Secretary shall keep minutes of the Board, shall see to it that all notices are given as required by the Bylaws or law, as well as other possible duties prescribed by the President or Board.
• 13.6 Chief Financial Officer
  • The CFO shall have full custody of ICANN's funds, keeping track of receipts and expenditures and reporting to the President and/or Board when requested. The CFO shall also be responsible for the financial planning and forecasting and assist the President in the creation of annual budgets.
• 13.7 Additional Officers
  • Additional or assistant officer positions may created by the President or Board, with whatever duties deemed necessary.
• 13.8 Compensation and Expenses
  • Compensation for individual Officers shall be approved by the ICANN Board. Expenses incurred in relation to an Officer's duties may be reimbursed upon approval.
• 13.9 Conflicts of Interest
  • No less than once per year, each Officer must provide a statement listing any business or other affiliations they have relating to ICANN in any way.

Article 14: Indemnification of Directors, Officers, Employees, and Other Agents

• To the extent allowed by California Nonprofit Public Benefit Corporation Law, ICANN shall indemnify its agents against expenses, judgments, fines, settlements, and other costs incurred in an agent's noncriminal, good faith act on behalf of ICANN's best interests.

Article 15: General Provisions

15. 1 Contracts

• The Board may authorize any Officer(s) or other agents to enter into any contract, to execute, or deliver anything on behalf of ICANN. Such permission may be general or for a specific instance. Only the President, Vice President, and CFO have these powers automatically, unless otherwise decided by the Board.

15.2 Deposits

• All ICANN funds not in use shall be deposited in the name of ICANN into bank accounts, trust companies, or other as permitted by the Board.

15.3 Checks

• All checks, drafts, or other payments issued in the name of ICANN shall be signed by Officer(s) or agent(s) as determined by ICANN.

15.4 Loans

• No loans shall be made by or to ICANN unless authorized by a Board resolution. In no circumstances may a loan be made by ICANN to its Directors or Officers.

Article 16: Fiscal Matters

16.1 Accounting

• The Board shall determine the end of the organization's fiscal year.

16.2 Audit

• At the end of each fiscal year, ICANN's books shall be closed and audited by certified public accountants.

16.3 Annual Report and Annual Statement

• The Board shall publish and Annual Report describing its activities, including an audited financial statement and a description of the payments made to Directors (including reimbursements).

16.4 Annual Budget

• At least 45 days prior to the start of a new fiscal year, the President must prepare and submit an annual budget to the Board, which shall be posted to the Website. The Board must adopt an annual publish and post it on the Website.

16.5 Fees and Charges

• The Board may set reasonable fees and charges for the services and benefits ICANN provides, with the goal of fully recovering operational costs and establishing reasonable savings. Such fees shall be posted to the Website for public comment prior to adoption, and once adopted posted to the Website in a manner that is easy to find.

Article 17: Members

• ICANN itself shall not have members, as defined by California Nonprofit Public Benefit Corporation Law.

Article 18: Officers and Seal

18.1 Offices

• The principal office for ICANN shall be in Los Angeles County, California, USA. ICANN may also have additional officers within or outside of the USA.

18.2 Seal

• The Board may adopt a corporate seal and use it or a likeness of it for public reproduction.

Article 19: Amendments

• These Bylaws may be altered, amended, or repealed only upon a 2/3 majority vote of all the members of the Board.

Article 20: Transition Article

• Article 20 describes the provisions and process for the transition between the "Old Bylaws" (as amended and restated on 29 October 1999 and amended through 12 February 2002, and in some sections amended and restated through 20 March 2009) to the "New Bylaws" (above). Major changes between the sets of Bylaws include:
  • Board restructuring
  • Creation of the Nominating Committee
  • Creation of the ccNSO
  • GNSO restructuring into four stakeholder groups to replace the six constituencies in the Old Bylaws
  • The Protocol Supporting Organization was discontinued
  • Creation of the Technical Liaison Group
  • Incorporation of the RALOs into ALAC

Annex A: GNSO Policy Development Process

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References