proposed changes to GNSO by-laws

[Robin Gross]

NCUC:

Please note the below proposed changes to the GNSO By-laws that shows  
the way forward for the GNSO reform process.

There will be an opportunity for public comment as soon as this is  
published.

Also note, that we need to begin to plan for holding elections to  
fill the 3 new GNSO Council seats and other positions for the NCSG.

Thanks,
Robin
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:

Bicameral Council voting thresholds:

a. Create an Issues Report: requires more than 25% vote of both  
houses or majority of one house;
b. Initiate a PDP Within Scope: requires more than 33% vote of both  
houses or more than 66% vote of one house;
c. Initiate a PDP Not Within Scope: requires a vote of more than 75%  
of one house and a majority of the other house ("Super Majority");
d. Approve a PDP Recommendation Without a Super Majority: requires a  
majority of both houses and further requires that one representative  
of at least 3 of the 4 Stakeholder Groups supports;
e. Approve a PDP Recommendation With a Super Majority: requires  
greater than 75% majority in one house and majority in the other house;
f. Election of officers: The voting thresholds for electing Council  
officers are contained in the GNSO Council Operating Rules and  
Procedures approved by the Board.
g. Other issues: require a simple majority of both houses.


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.




IP JUSTICE
Robin Gross, Executive Director
1192 Haight Street, San Francisco, CA  94117  USA
p: +1-415-553-6261    f: +1-415-462-6451
w: http://www.ipjustice.org     e: robin at ipjustice.org



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