[ncdnhc-discuss] ICANN articles of incorporation

[James Love]

ASSIGNED NAMES AND NUMBERS


As Revised November 21, 1998

1. The name of this corporation is Internet Corporation for Assigned
Names and Numbers (the "Corporation").

2. The name of the Corporation's initial agent for service of process in
the State of California, United States of America is C T Corporation
System.

3. This Corporation is a nonprofit public benefit corporation and is not
organized for the private gain of any person. It is organized under the
California Nonprofit Public Benefit Corporation Law for charitable and
public purposes. The Corporation is organized, and will be operated,
exclusively for charitable, educational, and scientific purposes within
the meaning of § 501 (c)(3) of the Internal Revenue Code of 1986, as
amended (the "Code"), or the corresponding provision of any future
United States tax code. Any reference in these Articles to the Code
shall include the corresponding provisions of any further United States
tax code. In furtherance of the foregoing purposes, and in recognition
of the fact that the Internet is an international network of networks,
owned by no single nation, individual or organization, the Corporation
shall, except as limited by Article 5 hereof, pursue the charitable and
public purposes of lessening the burdens of government and promoting the
global public interest in the operational stability of the Internet by
(i) coordinating the assignment of Internet technical parameters as
needed to maintain universal connectivity on the Internet; (ii)
performing and overseeing functions related to the coordination of the
Internet Protocol ("IP") address space; (iii) performing and overseeing
functions related to the coordination of the Internet domain name system
("DNS"), including the development of policies for determining the
circumstances under which new top-level domains are added to the DNS
root system; (iv) overseeing operation of the authoritative Internet DNS
root server system; and (v) engaging in any other related lawful
activity in furtherance of items (i) through (iv).

4. The Corporation shall operate for the benefit of the Internet
community as a whole, carrying out its activities in conformity with
relevant principles of international law and applicable international
conventions and local law and, to the extent appropriate and consistent
with these Articles and its Bylaws, through open and transparent
processes that enable competition and open entry in Internet-related
markets. To this effect, the Corporation shall cooperate as appropriate
with relevant international organizations.

5. Notwithstanding any other provision (other than Article 8) of these
Articles:

  a. The Corporation shall not carry on any other activities not
permitted to be carried on (i) by a corporation exempt from United
States income tax under § 501 (c)(3) of the Code or (ii) by a
corporation, contributions to which are deductible under § 170 (c)(2) of
the Code.

  b. No substantial part of the activities of the Corporation shall be
the carrying on of propaganda, or otherwise attempting to influence
legislation, and the Corporation shall be empowered to make the election
under § 501 (h) of the Code.

  c. The Corporation shall not participate in, or intervene in
(including the publishing or distribution of statements) any political
campaign on behalf of or in opposition to any candidate for public
office.

  d. No part of the net earnings of the Corporation shall inure to the
benefit of or be distributable to its members, directors, trustees,
officers, or other private persons, except that the Corporation shall be
authorized and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance of the
purposes set forth in Article 3 hereof.

  e. In no event shall the Corporation be controlled directly or
indirectly by one or more "disqualified persons" (as defined in § 4946
of the Code) other than foundation managers and other than one or more
organizations described in paragraph (1) or (2) of § 509 (a) of the
Code.

6. To the full extent permitted by the California Nonprofit Public
Benefit Corporation Law or any other applicable laws presently or
hereafter in effect, no director of the Corporation shall be personally
liable to the Corporation or its members, should the Corporation elect
to have members in the future, for or with respect to any acts or
omissions in the performance of his or her duties as a director of the
Corporation. Any repeal or modification of this Article 6 shall not
adversely affect any right or protection of a director of the
Corporation existing immediately prior to such repeal or modification.

7. Upon the dissolution of the Corporation, the Corporation's assets
shall be distributed for one or more of the exempt purposes set forth in
Article 3 hereof and, if possible, to a § 501 (c)(3) organization
organized and operated exclusively to lessen the burdens of government
and promote the global public interest in the operational stability of
the Internet, or shall be distributed to a governmental entity for such
purposes, or for such other charitable and public purposes that lessen
the burdens of government by providing for the operational stability of
the Internet. Any assets not so disposed of shall be disposed of by a
court of competent jurisdiction of the county in which the principal
office of the Corporation is then located, exclusively for such purposes
or to such organization or organizations, as such court shall determine,
that are organized and operated exclusively for such purposes, unless no
such corporation exists, and in such case any assets not disposed of
shall be distributed to a § 501(c)(3) corporation chosen by such court.

8. Notwithstanding anything to the contrary in these Articles, if the
Corporation determines that it will not be treated as a corporation
exempt from federal income tax under § 501(c)(3) of the Code, all
references herein to § 501(c)(3) of the Code shall be deemed to refer to
§ 501(c)(6) of the Code and Article 5(a)(ii), (b), (c) and (e) shall be
deemed not to be a part of these Articles.

9. These Articles may be amended by the affirmative vote of at least
two-thirds of the directors of the Corporation. When the Corporation has
members, any such amendment must be ratified by a two-thirds (2/3)
majority of the members voting on any proposed amendment.





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James Love, mailto:james.love at cptech.org, http://www.cptech.org
voice +1.202.387.8030, mobile +1.202.361.3040, fax +1.202.234.5176