I. Proposed By-laws
ARTICLE X: GENERIC NAMES SUPPORTING ORGANIZATION; Section 1. DESCRIPTION
There shall be a policy-development body known as the Generic Names Supporting Organization (GNSO), which shall be responsible for developing and recommending to the ICANN Board substantive policies relating to generic top-level domains.
ARTICLE X: GENERIC NAMES SUPPORTING ORGANIZATION; SECTION 2. ORGANIZATION
The GNSO shall consist of:
(i) A number of Constituencies, if any organized within the Stakeholder Groups as described in Section 5 of this Article (link TBD);
(ii) Four Stakeholder Groups organized within Houses as described in Section 5 of this Article (link TBD);
(iii) Two Houses within the GNSO Council as described in Section 3 of this Article (link TBD);
(iv) and a GNSO Council responsible for managing the policy development process of the GNSO, as described in Section 3 of this Article (link TBD).
Except as otherwise defined in these by-laws, the GNSO Council, the two Houses, the four Stakeholder Groups, and the Constituencies will be responsible for defining their own charters, and/or names with the approval of their members and of the ICANN Board of Directors.
ARTICLE X: GENERIC NAMES SUPPORTING ORGANIZATION; SECTION 3. GNSO COUNCIL
1. Subject to the provisions of Transition Article XX, Section 5 of these Bylaws (link TBD) and as described in Section 5 of Article X (link TBD), the GNSO Council shall consist of:
a. three representatives selected from the Registries Stakeholder Group;
b. three representatives selected from the Registrar Stakeholder Group;
c. six representatives selected from the Commercial Stakeholder Group;
d. six representatives selected from the Non-Commercial Stakeholder Group; and
e. three representatives selected by the ICANN Nominating Committee, one of which shall be non-voting, but otherwise entitled to participate on equal footing with other members of the GNSO Council including, e.g. the making and seconding of motions and of serving as Chair if elected. One Nomcom Appointee voting representative shall be assigned to each House by the Nominating.
No individual representative may hold more than one seat on the GNSO Council at the same time. Stakeholder Groups should, in their charters ensure their representation on the GNSO Council is as diverse as possible and practical, including geography, GNSO Constituency, sector, ability and gender.
There may also be liaisons to the GNSO Council from other ICANN Supporting Organizations and/or Advisory Committees, from time to time, who shall not be members of or entitled to vote, to make and to second motions or to serve as an officer on the GNSO Council, but otherwise shall be entitled to participate on equal footing with members of the GNSO Council . The appointing organization shall designate its liaison, or revoke or change the designation of its liaison, on the GNSO Council by providing written notice to the Chair of the GNSO Council and to the ICANN Secretary. .
2. Subject to the provisions of the Transition Article XX, Section 5 of these Bylaws (link TBD), the regular term of each GNSO Council member shall begin at the conclusion of an ICANN annual meeting and shall end at the conclusion of the second ICANN annual meeting thereafter. The regular term of two representatives selected from Stakeholder Groups with three Council seats shall begin in even-numbered years and the regular term of the other representative selected from that Stakeholder Group shall begin in odd-numbered years. The regular term of three representatives selected from Stakeholder Groups with six Council seats shall begin in even-numbered years and the regular term of the other three representatives selected from that Stakeholder Group shall begin in odd-numbered years. The regular term of one of the three members selected by the Nominating Committee shall begin in even-numbered years and the regular term of the other two of the three members selected by the Nominating Committee shall begin in odd-numbered years. Each GNSO Council member shall hold office during his or her regular term and until a successor has been selected and qualified or until that member resigns or is removed in accordance with these Bylaws.
Except in a “special circumstance,” such as, but not limited, to meeting geographic or other diversity requirements defined in the Stakeholder Group charters, where no alternative representative is available to serve, no Council member may be selected to serve more than two consecutive terms. For these purposes, a person selected to fill a vacancy in a term shall not be deemed to have served that term. A Council member who has served two consecutive terms must remain out of office for one full term prior to serving any subsequent term as Council member. A “special circumstance” is defined in the GNSO Council Operational Rules and Procedures approved by the Board.
3. Procedures for handling GNSO Council member vacancies, resignations, and removals are prescribed in the applicable Stakeholder Group charter or Nominating Committee charter approved by the Board.
4. The GNSO Council shall make selections to fill Seats 13 and 14 on the ICANN Board by written ballot or by action at a meeting, [placeholder regarding manner of selection – TBD by Board.] Election procedures are defined in the GNSO Council Operational Rules and Procedures approved by the Board.
Notification of the Board seat selections shall be given by the GNSO Chair in writing to the ICANN Secretary, consistent with Article VI, Sections 8(4) and 12(1).
5.. The GNSO Council shall select the GNSO Chair for a term the GNSO Council specifies, but not longer than one year, by written ballot or by action at a meeting or both. The provisions for selecting these positions are contained in the GNSO Council Operating Rules and Procedures approved by the Board.
Each House shall select a Vice-Chair, who will be a Vice-Chair of the whole of the GNSO Council, for a term the GNSO Council specifies, but not longer than one year, by written ballot or by action at a meeting or both. The provisions for selecting these positions are contained in the GNSO Council Operating Rules and Procedures approved by the Board.
In the event that the GNSO Council has not elected a GNSO Council Chair by the end of the previous Chair's term, the Vice-Chairs will serve as Interim GNSO Co-Chairs until a successful election can be held.
6. Typically for voting purposes, the GNSO Council (see Section 3(1) of this Article) shall be organized into a bicameral house structure as described below:
a. the Contracted Parties House includes the Registries Stakeholder Group (three members), the Registrar Stakeholder Group (three members), and one voting member appointed by the ICANN Nominating Committee for a total of seven voting members; and
b. the Non Contracted Party house includes the Commercial Stakeholder Group (six members), the Non-Commercial Stakeholder Group six, and one voting member appointed by the ICANN Nominating Committee to that House for a total of thirteen voting members.
Each member of a voting house is entitled to cast one vote in each separate matter before the GNSO Council.
Except as otherwise specified in the Transition Article XX, Section 5 (link TBD) or Annex A of these Bylaws (link TBD), all bicameral house voting thresholds required to pass a GNSO Council motion or other action are prescribed in the GNSO Council Operating Rules and Procedures approved by the Board with the following:
ARTICLE X: GENERIC NAMES SUPPORTING ORGANIZATION; Section 4. STAFF SUPPORT AND FUNDING
1. A member of the ICANN staff shall be assigned to support the GNSO, whose work on substantive matters shall be assigned by the Chair of the GNSO Council, and shall be designated as the GNSO Staff Manager (Staff Manager).
2. ICANN shall provide administrative and operational support necessary for the GNSO to carry out its responsibilities. Such support shall not include an obligation for ICANN to fund travel expenses incurred by GNSO participants for travel to any meeting of the GNSO or for any other purpose.
ARTICLE X: GENERIC NAMES SUPPORTING ORGANIZATION; SECTION 5. STAKEHOLDER GROUPS AND CONSTITUENCIES
1. The following Stakeholder Groups are hereby recognized as representative of a specific group of Constituencies, approved by the Board, and subject to the provisions of the Transition Article XX, Section 5 of these Bylaws (link TBD):
a. Registries Stakeholder Group representing all gTLD registries under contract to ICANN;
b. Registrar Stakeholder Group representing all registrars accredited by and under contract to ICANN;
c. Commercial Stakeholder Group representing the full range of large and small commercial entities of the Internet;
d. Non-Commercial Stakeholder Group representing the full range of non-commercial entities of the Internet; and
Each Stakeholder Group is assigned a specific number of Council seats in accordance with Section 3(1) of this Article (link TBD).
2. Each Stakeholder Group identified in paragraph 1 of this Section (link TBD) and each of its associated Constituencies shall maintain recognition with the ICANN Board. Recognition is granted by the Board based upon the extent to which, in fact, the entity represents the global interests of the stakeholder communities it purports to represent and operates to the maximum extent feasible in an open and transparent manner consistent with prevailing privacy laws and consistent with procedures designed to ensure fairness. Stakeholder Group and Constituency Charters will be reviewed periodically as prescribed by the Board.
3. Any group of individuals or entities may petition the Board for recognition as a new or separate Constituency including recommended organizational placement within a particular Stakeholder Group. Any such petition shall contain a detailed explanation of:
a. Why the addition of such a Constituency will improve the ability of the GNSO to carry out its policy-development responsibilities; and
b. Why the proposed new Constituency would adequately represent, on a global basis, the stakeholders it seeks to represent.
Prior to approval and confirmation, such new Constituency shall submit a formal charter to the Board that adheres to the principles and procedures contained in these Bylaws. Any petition for the recognition of a new Constituency and the associated charter shall be posted for public comment.
5. The Board may create new Constituencies within any Stakeholder Group in response to such a petition, if it determines that such action would serve the purposes of ICANN. Whenever the Board posts a petition or recommendation for a new Constituency for public comment, it shall notify the GNSO Council and the appropriate Stakeholder Group affected and shall consider any response to that notification prior to taking action.
ARTICLE X: GENERIC NAMES SUPPORTING ORGANIZATION; Section 6. POLICY DEVELOPMENT PROCESS
Initially, the policy-development procedures to be followed by the GNSO shall be as stated in Annex A to these Bylaws. These procedures may be supplemented or revised in the manner stated in Section 3(4) of this Article. [Check cross-reference]
ARTICLE XX: TRANSITION ARTICLE; SECTION 5. GENERIC NAMES SUPPORTING ORGANIZATION
1. The Generic Names Supporting Organization ("GNSO"), upon the adoption of this Transition Article, shall continue its operations; however, it shall be restructured into four new Stakeholder Groups which shall represent, organizationally, the former Constituencies of the GNSO, subject to ICANN Board approval of each individual Stakeholder Group Charter:
a. The gTLD Registry Constituency shall be assigned to the Registries Stakeholder Group;
b. The Registrar Constituency shall be assigned to the Registrar Stakeholder Group;
c. The Business Constituency shall be assigned to the Commercial Stakeholder Group;
d. The Intellectual Property Constituency shall be assigned to the Commercial Stakeholder Group;
e. The Internet Services Providers Constituency shall be assigned to the Commercial Stakeholder Group; and
f. The Non-Commercial Users Constituency shall be assigned to the Non-Commercial Stakeholder Group.
2. Notwithstanding the adoption of these Bylaws Amendments, each GNSO Constituency described in paragraph 1 above shall continue operating substantially as before and no Constituency official, working group, or other activity shall be changed until further action of the Constituency, provided that each GNSO Constituency shall submit to the ICANN Secretary a new or revised Charter (which may itself of necessity be a transitional Charter) inclusive of its operating procedures, adopted according to the Constituency's processes and consistent with these Bylaws Amendments, no later than the ICANN meeting in October 2009, or another date as the Board may designate by resolution. .
3. Prior to the commencement of the ICANN meeting in October 2009, or another date the Board may designate by resolution, the GNSO Council shall consist of its current Constituency structure as described in Article X, Section 3(1) of the Bylaws (link TBD). Thereafter, the composition of the GNSO Council shall be as provided in these Bylaws, as they may be amended from time to time. All committees, task forces, working groups, drafting committees, and similar groups established by the GNSO Council and in existence immediately before the adoption of this Transition Article shall continue in existence with the same charters, membership, and activities, subject to any change by action of the GNSO Council.
4. Upon the adoption of this Transition Article, the representatives on the Generic Name Supporting Organization ("GNSO") Council from each of the existing six Constituencies shall be appointed or elected consistent with the number of Council seats allocated by its respective Stakeholder Group subject to the following:
a. The three seats currently assigned to the Registry Constituency shall be reassigned as three seats of the Registries Stakeholder Group;
b. The three seats currently assigned to the Registrar Constituency shall be reassigned as three seats of the Registrar Stakeholder Group;
c. The three seats currently assigned to each of the Business Constituency, the Intellectual Property Constituency, and the Internet Services Provider Constituency (nine total) shall be decreased to be six seats of the Commercial Stakeholder Group;
d. The three seats currently assigned to the Non-Commercial Users Constituency shall be reassigned as three seats of the six of the Non-Commercial Stakeholder Group.
e. The three seats currently selected by the Nominating Committee shall be assigned as follows: one voting member to the Contracted Party-- House, one voting member to the Users House, and one non-voting member assigned to the GNSO Council at large.
5. After the adoption of this Transition Article and as soon as practical after the conclusion of the ICANN meeting in October 2009, or another date the board may designate by resolution, the Generic Names Supporting Organization Council shall, in accordance with Article X, Section 3(7) (linkTBD) and its Operating Rules and Procedures, elect officers and give the ICANN Secretary written notice of its selections.