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
  • 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
  • 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
  • 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

  • 7.4 Criteria for Selection of Nominating Committee Delegates
  • 7.5 Diversity
  • 7.6 Administrative and Operation Support
  • 7.7 Procedures
  • 7.8 Ineligibility for Selection by Nominating Committee
  • 7.9 Ineligibility for Service on Nominating Committee

Article 8: Address Supporting Organization

  • 8.1

[1]

References

  1. ↑ ICANN Bylaws
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