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BYLAWS OF THE
TOP LEVEL DOMAIN ASSOCIATION
A GEORGIA NON-STOCK CORPORATION
31 JANUARY 2007
ARTICLE I
ORGANIZATION
Section 1 Name
1.1.0 The name of the organization shall be Top Level Domain Association.
Section 2 Corporate Seal
1.2.0 The Board may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
Section 3 Amendments
1.3.0 The organization may, at its pleasure, by a vote of a majority of its membership body change its name.
Section 4 Offices and Official Locations
1.4.0 The registered office of the Corporation shall be in Georgia. The Corporation may have such offices either within or without Georgia as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
1.4.1 The official location of the TLDA's facilities on the Internet will be http://www.TLDAInc.org initially, and all forums, e-mail lists, official records and other facilities of the TLDA will be accessible from this address. The Board of Directors may, at its pleasure, change the location of forums, e-mail lists and other locations of business for the TLDA.
Section 5 Regions of Representation, Scope and Coverage
1.5.1 There shall be no formally acknowledged international regions. The TLDA has adopted a uniform policy of a single (One) global and universal region shared by, and comprised of all service providers, subscribers, and participants in the Internet's total singular and complete domain name space.
ARTICLE II
PURPOSES, MISSION STATEMENT, AND GOALS OF THE TLDA
Section 1 Purpose
2.1.0 The following is the purpose for which this organization has been established:
2.1.1 A trade association for the benefit of Top Level Domain (TLD) holders.
2.2.0 "The Top Level Domain Association, Inc. is a trade association of Internet Top Level Domain (TLD) holders. This organization represents the interests of TLD holders and will seek to foster cooperation among TLD holders and all of the Internet's various DNS root-level service providers to advance the cause of building a stable namespace. All eligible TLD holders are welcome to become members of the TLDA."
2.2.1 The TLDA shall publish various standards, protocols, and procedures that it recommends that pertain to the delegation and operational support of TLDs, including gTLDs and ccTLDs, and in an effort to facilitate a single, global name space on the Internet; for the registry and contact data of TLDs and for the technical policies and guidelines which ensure the preservation of Domain Registrant data.
2.2.2 The TLDA shall, as part of its charter, recognize that institutions and individuals alike, both freely and concurrently; have legitimate rights in the Internet name space that are not subject to arbitrary appropriation, and not necessarily based in trademark.
2.2.3 The TLDA shall work to ensure fair and equitable stability of the Internet, where both subscriber and provider access and services should remain open to all, and in a non-discriminatory manner.
Section 3 Goals
2.3.0 The goals are to provide the following for its members:
- A mechanism for fair resolution of TLD collisions and holderclaims;
- Standards and best practices for the operation and management of TLDs;
- Education and information to the public and membership regarding the role of TLDs and their operation and management;
- A liaison between TLD holders and root managers to assist in providing choice to the Internet community without collisions in the Internet name space;
- Assistance in the maintenance of stability of the Internet; promote the idea that the users and registrants of domain names are the reason for the existence of domain names and the TLDA;
- Issue statements of perceived compliance with the standards and practices recommended by the TLDA for each known operational TLD and the various root-level service providers as well as to what degree such compliance with TLDA recommended standards and practices are adopted by or adhered to by each TLD Holder and the various root-level service providers; and
- Be an advocate for the TLD industry: an industry with real businesses and employees that is part of the Internet's and the world's global economy.
ARTICLE III
MEMBERSHIP
Section 1 Membership
3.1.0 Membership in this organization shall be open to all who meet the criteria prescribed by these By-Laws established by the Board of Directors.
Section 2 Eligibility Criteria, Basic Privileges and Enjoyed Rights.
3.2.0 Membership shall be achieved by filing an official Application for Membership located through http://www.TLDAInc.org and submitting it. Once applied for, membership will be approved or denied by the TLDA Membership Committee, or in absence of such a committee, the Board of Directors.
3.2.1 Membership will be granted upon application in accordance with procedures that the Board shall authorize from time to time. The application shall indicate how the member qualifies under the criteria for membership herein. The Membership Committee shall have the non-exclusive and discretionary authority to determine whether an applicant is deemed to satisfy the membership criteria.
3.2.2 TLD HOLDER - The entity that has the right to assign or delegate rights, cancel or delegate authority for an operational TLD. The holder must be a legally recognized entity such as, but not limited to, a partnership, trust, corporation, natural person, government or cooperative. The TLDA member representative for that TLD(s) must provide reasonable verification of their authority to represent the TLD(s) brought forward.
3.2.3 The TLD, for purposes of establishing membership, must be operational and have a functioning registry. This can be demonstrated by providing two name-servers showing valid SOA records for the TLD and at least 3 functional SLDs registered under the TLD. A new TLD (for membership) must fulfill the first requirement (operational) but will have 120 days to provide the registry and SLD requirements. SLDs must also show at least two name-servers that answer authoritatively for the SLDs. For the 120-day period, that entity will be granted a provisional membership.
3.2.4 In the case of a corporate or other organizationally held TLD, its currently legally designated representative shall be empowered to vote on behalf of its TLDs.
3.2.5 A TLD holder may have only one membership regardless of the number of TLDs held.
3.2.5 No TLD holder or representative may be party to more than one membership vote in the TLDA, regardless of the number of TLDs held or represented.
3.2.6 No TLD may be used as a qualifying TLD for membership by more than one entity for more than one vote.
3.2.7 A TLD holder may designate another entity to represent their qualifying TLD for the purpose of membership in the TLDA, however, no entity may represent more than one TLD. Evidence of this relationship must be presented to the Membership Committee before voting rights are conferred.
3.2.8 Member, designated member or their member representative must be of the age of majority in the location of primary residence for that representative member.
3.2.9 Proxies for voting shall be allowed for specified time frames where evidence of this proxy relationship is presented to the Elections Committee prior to the beginning of any poll or vote, but an entity may hold only one proxy.
Section 3 Membership Fees and Dues
3.3.0 Active membership in good standing with the basic privileges and enjoyed rights associated with membership in the TLDA shall be subject to timely payment of such fees that shall be established by the Board of Directors from time to time.
Section 4 Exceptions
3.4.0 From time to time, and on an individual and ad hoc basis, the Membership Committee may hear petitions from potential members for exceptions or requests for waivers to the specifics of particular membership criteria. The Membership Committee shall review each such petition or request for waiver and rule based on the particular circumstances surrounding that petition.
Section 5 Termination Of Membership
3.5.0 A Member may resign their membership in the TLDA by email or other traditionally acceptable notification to the Membership Committee stating the date and time of resignation with or without reason. Upon verification of such intent by a member to resign their membership the Membership Committee shall certify and tender the resignation thereby nullifying any membership, associated benefits, or obligations by the former member to the TLDA.
3.5.1 Membership shall be terminated on the effective date upon which a member ceases to satisfy the membership criteria herein, as determined by the Membership Committee, by notice of both e-mail message to the member's e-mail address of record and also copied to the
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mailing list, or other appropriate acceptable notification, if evidence is found to negate the eligibility requirements consistent with the provisions contained in the bylaws herein.
3.5.2 Decisions by the Membership Committee leading to loss of membership in the TLDA may be appealed with clear supporting evidence to any member of the Board of Directors who may then ask for contrary evidence from the Membership Committee and submit both bodies of evidence to the full Board of Directors for a vote. The decisions of the Board of Directors will be final in such matters.
Section 6 Classes of Membership
3.6.0 there shall be four classes of Membership:
- Full Membership - TLD holders that meet all requirements stated in these bylaws. Full Members are voting members
- Provisional Membership - Those applicants who will retain Full Membership for a 120 day period allowed for achieving full compliance, and beyond that period if petition to the Membership Committee and/or Board of Directors, according to stated procedures, is successful. Provisional members are eligible to vote.
- Associate Membership - TLD holders that do not meet all requirements for Full Membership. Associate Members are non-voting members and have not successfully appealed for exception or whose exception period has expired. Associate members are not eligible to vote.
- Sponsoring Membership - Non-TLD holders who support the TLDA's mission and goals. Sponsoring Members are non-voting members.
ARTICLE IV
ELECTIONS AND ELECTED OFFICIALS
Section 1 Elections Schedules and Methodologies
4.1.0 Regularly scheduled elections of Officials of the TLDA will be held via ballot during a 72 hour period commencing at 12:00 noon GMT of the third Monday of the months of March, July, and November.
1) All elections will be administered by the Polling/Election Committee, except for the initial general election, to be administered by the Corporate Secretary.
2) If for any reason, the number of qualified candidates is less than the number of available seats for a particular election, the board may determine at its discretion to fill those vacancies under the terms of these Bylaws, Article IV, 4.4.8.
4.1.2 All ballots will be posted to the General Membership via the Board approved voting facility specified by the Election Committee. Members will cast their votes/preferences by registering their choices to the Board approved polling/election forum specified by the Election Committee for tabulation.
Section 2 Nominations for Candidacy
4.2.0 Any TLDA voting member in good standing may nominate any other voting member in good standing as a candidate for a seat on the Board of Directors or any other elective or appointive office of the TLDA with the exception of Board Officers.
4.2.1 Nominations are to be made by posting to the Board approved polling/election forum specified by the Election Committee for tabulation. and containing the subject "NOMINATIONS". Nominations may be made at any time after the Polling/Election Committee announces those seats slated to be filled in the upcoming election and will be closed at 12:00 noon GMT of the first Monday of the months of March, July, and November, unless this period is extended by Polling/Election committee at the direction of the Board of Directors for any individual election.
4.2.2 Self-nomination is prohibited.
4.2.3 In order to be placed on the ballot, all nominations must secure a second from any other TLDA voting member in good standing, which must be posted to the Board approved polling/election forum specified by the Election Committee for tabulation. with the subject line "NOMINATION SECOND".
4.2.4 The candidate must accept the seconded nomination not later than 12:00 noon of the second Monday of the months of March, July, or November, depending upon which month pertains to the applicable election, by posting acceptance to the Board approved polling/election forum specified by the Election Committee for tabulation. with the subject line, "NOMINATION ACCEPTANCE".
4.2.5 All candidates for elected positions in the TLDA must provide a brief personal biography and statement of position to the Board approved polling/election forum specified by the Election Committee for tabulation. The biography / statement should address the candidates’ motivations to run for the respective elected office and why they believe they would conduct the office to the betterment of the TLDA.
4.2.6 In the event the same candidate receives multiple nominations for different elected offices, the candidate will prepare separate statement for each position with ideas specific to the position in question so as to better enable the electorate to make an informed and educated decision when the time comes to cast their ballots.
4.2.7 All candidate biographies and statements will be provided and published as public information on the TLDA web-site prior to any elections, and the information will be permanently archived by the Records Committee.
4.2.8 Once all of the prerequisites for candidacy have been met, the candidate will be placed on the ballot for that election.
Section 3 Election Procedures and Voting Rights
4.3.0 The tasks and responsibilities for the posting of offices to be filled, calls for nominations, and voting facility administration will rest with the elected Polling/Elections Committee.
4.3.1 Voting/Polls will take place via the polling/election facility specified by the Election Committee, with each TLDA member in good standing receiving one ballot, and returning the ballot to the Polling/Election Committee in accordance with the instructions provided by the Polling/Election Committee.
4.3.2 A person will be elected to the designated office for which they have secured candidacy by receiving the greatest number of votes over the other candidates, if any, following the publication of the election results and will immediately begin working with the outgoing incumbent that they are to replace in order to affect an orderly transfer of power, responsibilities, and tasks currently assigned to the outgoing incumbent.
4.3.3 In the event of a tie between two or more candidates for the same seat, the Polling/Election Committee will stage another special election prior to the expiration of term of the outgoing incumbent and the General Membership shall again cast their votes between the candidates receiving the tying amount of votes for that/those particular office(s).
4.3.4 In the event of a second tie following a special election resulting from a tie vote, the Board of Directors will determine the candidate that shall fill the particular elected seat between the candidates receiving the tie vote.
4.3.5 Members in good standing that know in advance they will be absent or unable to attend to the election process during the time period in which any particular election will be held may request to vote by absentee status as early as 12:00 noon GMT of the second Tuesday of the months of March, July, and November, upon completion of the nomination process. The Polling/Election Committee shall determine the method for administering absentee votes.
4.3.6 The Polling/Election Committee shall have full and unfettered access to all logs and records pertaining to any election, both past and present, in order to carry out its administrative function of e-mailing, validating, collating, and publishing the results of any poll/election.
4.3.7 In case of disputed results, logs, records, and ballots, the Board of Directors will conduct an open investigative audit and report its findings to the General Membership. The Board of Directors may also contract a private and independent arbitrator or auditing firm to review and publish its findings as well.
4.3.8 In the event that no qualified candidate is available for a seat or if an elected or appointed official must step down and resign their position before the end of their term, the Board of Directors will appoint a qualified candidate to that seat with full rights, responsibilities and privileges. That seat will be up for election in the next regular election when the un-expired portion of the term for that seat will be listed as another seat open for election and filling.
Section 4 Board of Directors
4.4.0 The business affairs of the Corporation shall be managed by or under the direction of the Board of Directors through the executive officers it chooses to appoint, except as may be otherwise provided in the Georgia Corporation Law or in the Certificate or Articles of Incorporation.
4.4.0.1 The Board of Directors shall, by a majority from among themselves, select a Chair and an Alternate Chair to perform official duties on behalf of the corporation. The Chair or Alternate Chair will preside over Board meetings unless both are absent, in which case the Secretary, or another Board member duly appointed by the Board, may officiate pro tem.
4.4.0.2 All Board members shall have equal votes at Board meetings except that the acting Chair may cast an additional tie-breaking vote in the event of a tied vote.
4.4.0.3 The Chair and Alternate Chair shall both continue to hold office until the next Annual Meeting unless they resign, are incapacitated or the natural term of office expires and they are not re-elected. In the event that the Chair or the Alternate Chair resigns, is incapacitated or is otherwise unable or unwilling to continue, the Board shall select a replacement from among the remaining Board members.
4.4.0.4 The Board of Directors shall meet and make binding decisions both in simultaneous regular (IRC or comparable) online meetings and in perpetual online session making use of the Board mail list and forum software. These proceedings are open to member/visitor observation.
4.4.0.5 The Board may, at a properly constituted Board meeting, vote to replace the current Chair or the current Alternate Chair with another Board member. Such a vote will require not less than 75% of all current Board members to be carried.
4.4.1 The term of office for any member on the TLDA Board of Directors shall be one year. The number of Directors which shall constitute the entire Board shall reflect a sliding scale based on total voting membership count. The benchmarks for change in the number of Directors is:
5 - 49 Full Members - 5 Board Members
50 - 99 Full Members - 7 Board Members
100 - up Full Members - 9 Board Members
The number of Board members to be elected is to be determined by a Full Membership census not less than thirty days before the opening of nominations for the next scheduled election for Board Members, not to include special elections that may come up due to a resignation or other such abnormality.
In the case membership has increased into a higher category, an appropriate number of
additional Board seats shall be created and elected in the following regular election, with their terms of office distributed between the least populated "classes" of the Board. (A "class" of the board is defined as the group of elected seats as organized by the expiration month of their office for purposes of spreading out the expirations through the year's staggered election cycle.)
In the event membership slips below a specific number category, one board seat that is normally to be up for election, and one most recently filled seat (won by the smallest margin in the previous election or, if necessary, selected by drawing of straws, would be eliminated, thus reducing the number of available seats on the board by two and preserving a balanced schedule of elected seats as per the tri-annual election cycle.
Approximately 1/3 of seats on the board will expire, by class, and candidates elected to those seats three times a year to effect a rotational Board where one third approximately 1/3 of its seats will be available for filling by election during the tri-annual General Elections held by the General Membership as administered by the Election/Polling Committee.
4.4.2 Notwithstanding anything herein to the contrary, no official of a national government or a multinational entity established by treaty or other agreement between national governments may serve as a Director. As used herein, the term "official" means a person (a) who is elected by citizens of a nation or (b) who is employed by such government or multinational entity in a position for which the primary function is to develop or influence governmental or public policies.
4.4.3 No more than two (2) Directors may be officers, principals or other official representatives of the same corporation or other legal entity. In the event that more than two individuals are elected to the Board from the same corporation or other legal entity, the two receiving the larger number of votes shall be seated as Directors, and the others shall be passed over for the candidate(s) receiving the next highest number of votes in recursive manner until the above condition no longer exists.
4.4.5 Attendance by 4 of 5, 5 of 7 and 6 of 9 members respectively (depending on the current number of seated Board members) of the Board of Directors shall constitute a quorum for the purposes of an official meeting of the Board of Directors. Board members may not be represented by any other party other than themselves for the purposes of achieving a quorum.
4.4.6 A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. Counsel, upon any removal hearing may represent a director. The Board of Directors shall adopt such rules for this hearing as it may, in its discretion, consider necessary for the best interests of the organization. Upon determination by the Board to seek and obtain the removal of a Director following the conclusion of any such hearing, the Board will then direct the Polling/Election Committee to hold an emergency election within 10 days for the purposes of having the General Membership decide to either terminate the Board member in question's tenure or allow the Board member to remain on the Board to complete his/her term. If the General Membership decides by vote to remove the Director, the Seat will become immediately vacant and another special election will be scheduled in 30 days from the date of removal and a 10-day nomination period for a replacement followed by a 19-day campaign period will ensue. If the General Membership elects not to remove the Director the Board may not institute removal proceedings again for another 45 days. Removal will occur if a result of more than 40% of the total ballots cast by the General Membership participating in the election is in favor of removing the Director.
4.4.8 Any Director may resign at any time upon written notice to the Corporation. A resignation from the Board of Directors shall be deemed to take effect immediately upon receipt of such notice or at such other time as the Director may specify in such notice. If a Director dies, or if one or more Directors shall resign from the Board, effective at a future date, or if for any reason the number of qualified candidates is less than the number of available seats for a particular elected office, a majority of the Directors remaining in office (although less than a quorum), or the sole remaining Director, shall have the power to fill such vacancies from the voting membership. Each Director so chosen to fill a vacancy shall hold office until the next election for that seat, and until his successor shall be elected and qualified, or until his earlier resignation or removal.
4.4.9 The official forum for the Board of directors shall be determined by the Board of Directors and available from the TLDA web-site. This Forum shall be fully permanently archived, and all members of the TLDA in good standing shall have complete and unfettered access to the archives of this forum.
4.4.10 The number of Directors which shall constitute the whole Board shall be not less than one. Where there are any vacancies on the Board, the existing Board members shall strive to maintain the full complement as described in 4.4.1.
Section 5 Membership Committee
4.5.0 A Membership Committee will exist and be comprised of three (3) elected voting members of the TLDA in good standing.
4.5.1 The term of office for any member on the Membership Committee shall be one year, and one (1) seat on the Membership Committee will expire and candidates will be elected to those seats three times a year to effect a rotational committee where one third (1/3) of its seats will be available for filling by election during the tri-annual General Elections held by the General Membership as administered by the Election/Polling Committee.
4.5.2 The Membership Committee shall be responsible for maintaining an accurate and publicly accessible list of TLDA Members and observers of the TLDA: The Membership Committee shall keep accurate archives and records pertaining to the TLDA General Membership, ensure that the prerequisites for TLDA membership are met and maintained and publicly publish the applicable, serviceable contact information for each member and ensure that members’ designated representatives, registries and TLDs are maintained in a current and publicly accessible location for this information.
4.5.3 The Membership Committee is responsible for due diligence regarding membership eligibility as it relates to the bylaws herein and shall move swiftly to enact any suspensions or removals from the TLDA General Membership that may be necessary from time to time.
4.5.4 The Membership Committee shall take its sole direction from the Board of Directors and the TLDA bylaws pertaining to membership eligibility, and shall serve at the pleasure of, as well as being elected to serve by, the General Membership.
4.5.5 The Membership Committee shall be responsible for its own internal structure and organization, within the guidelines established here in the Bylaws, and shall make available to the Records Committee all of its archives, records, and proceedings.
4.5.6 The official, permanently archived forum for the Membership Committee shall be determined by the Board of Directors and made available from the TLDA web-site and is open only to members of the Membership Committee. TLDA members in good standing shall have complete and unrestricted access to all of this forum’s archives.
Section 6 Election/Polling Committee
4.6 An Election/Polling Committee will exist and be comprised of three (3) elected voting members of the TLDA in good standing.
4.6.1 The term of office for any member on the Election/Polling Committee shall be one year, and one (1) seat on the Election/Polling Committee will expire and candidates will be elected to those seats three times a year to effect a rotational committee where one third (1/3) of its seats will be available for filling by election during the tri-annual General Elections held by the General Membership as administered by the Election/Polling Committee.
4.6.2 The Election/Polling Committee shall administer and execute all official polls and elections of the TLDA as directed by the bylaws herein and where not specifically provided for in these bylaws, it shall take its direction from the Board of Directors.
4.6.3 The Election/Polling Committee shall serve at the pleasure of the General Membership, and shall report its findings, and election/polling results to the Records Committee and the General Membership, and shall administer, tally, record, and certify the results of all elections/polls.
4.6.4 The Election/Polling committee shall cause to have published on the TLDA web-site the list of candidates for any office with their respective biographical information / position statements, in alphabetical order by surname categorically under each office which they have candidacy for and not less than 4 days prior to a scheduled election or poll.
4.6.5 The official, permanently archived forum for the Election/Polling Committee shall be determined by the Board of Directors and made available through the TLDA web-site and is open to members of the Election / Polling committee only. TLDA members in good standing shall have complete and unrestricted access to all of this forum's archives.
Section 7 Records Committee
4.7.0 A Records Committee will exist and be comprised of three (3) elected voting members of the TLDA in good standing.
4.7.1 The term of office for any member on the Records Committee shall be one year, and one (1) seat on the Records Committee will expire and candidates will be elected to those seats three times a year to effect a rotational committee where one third (1/3) of its seats will be available for filling by election during the tri-annual General Elections held by the General Membership as administered by the Election/Polling Committee.
4.7.2 The Records Committee shall be responsible for the archival and publishing, both public, and privately, all of the archives, proceedings, findings, recommendations, etc., which have been provided by the Board of Directors, and the various TLDA Committees and Advisory Panels as well as correspondence received by TLDA members.
4.7.3 The Records Committee shall procure, contract and secure the stable, archived, and reliable web, e-mail, and other types forum and communications services from reputable providers of such services on behalf of the TLDA General Membership, and at the direction of the TLDA Board of Directors where not provided for specifically by the bylaws herein, and ensure the permanent archival of these services, and their freely available access to the membership and the public, where applicable, as provided for in these bylaws or otherwise directed by the Bard of Directors and Executive Officers of the corporation.
4.7.4 The Records committee shall be responsible for its own internal structure and organization, within the guidelines established here in the Bylaws, and shall be empowered to form sub-committees to manage the various list, web, and forum services as well as providing for or appointing the appropriate infrastructure and personnel to manage such services at its discretion.
4.7.5 The official and permanently archived forum of the Records Committee shall be determined by the Board of Directors and made available on the TLDA web-site and is open only to individuals on the Records Committee and other parties invited to work closely with the Records Committee under contract or otherwise involved in the development and maintenance of the TLDA records and archives.
4.7.6 In addition to any other lists provided by the TLDA provided in these Bylaws, the following lists will also be enacted and maintained by the Records Committee.
4.7.6.1 A “Public” mail-list of the TLDA established by the Board of Directors for discussion and input on TLD related issues by the general public. It shall be a publicly accessible and permanently archived forum.
4.7.6.2 An “Operations” mail-list of the TLDA will be established by the Board of Directors and serve as a highly moderated list specifically for the technical and operational issues involving the coordination of DNS name-server and contact information. This is not a public list, but is open to designated TLD Administrators in managerial or operational roles, root service providers, and ISPs wishing to coordinate on a strictly operational and technical level. This list is not a discussion forum for general topics or political agendas, it is strictly a list for the coordination of TLD, Registry, root sync reports, and live zone/contact data, etc...
Section 8 Compliance/Endorsements Committee
4.8.0 A Compliance/Endorsements Committee will exist and be comprised of three (3) elected voting members of the TLDA in good standing, with the exception of TLDA members who are also root managers or who have primary responsibility for decisions regarding the inclusion of TLDs in any root.
4.8.1 The term of office for any member on the Compliance/Endorsements Committee shall be one year, and one (1) seat on the Compliance/Endorsements Committee will expire and candidates will be elected to those seats three times a year to effect a rotational committee where one third (1/3) of its seats will be available for filling by election during the tri-annual General Elections held by the General Membership as administered by the Election/Polling Committee.
4.8.2 The Compliance/Endorsements Committee shall study, investigate, and record all claims for Top-Level Domains it can discover, both operational and otherwise, where there exists the possibility or there is the actual occurrence of duplicate TLD strings in the Inclusive Name Space.
4.8.3 The Compliance/Endorsements committee shall, to the best of its ability and in the interest of the TLDA, determine which instances of any claims to Top-level Domains in the Inclusive Name Space should be marked or otherwise designated as the recommended version of a colliding duplicate TLD string for the purposes of being carried by all of the various and publicly available DNS service providers. Such recommendations will be provided to the Records Committees for archives and publishing, subject to approval of these findings by the Board of Directors.
4.8.4 The Compliance/Endorsements Committee will also issue reports of the level of compliance for each identified DNS service provider including the level of operational viability and compliance of individual TLDs regarding their adherence to the TLDA recommended published TLDs, as well as the level of perceived inclusiveness relating to how complete a particular DNS service providers repertoire of TLDs from the Inclusive Name Space is. For DNS service providers, such as root-level service providers, they will be rated on a percentage basis in a dual rating of %#1 / %#2, where the first percentage number equals the level of compliance with TLD published recommendations and the second percentage number equals the level of inclusiveness with the total number of TLDs carried by the service provider compared to the total number of non-colliding instances of TLD strings in the TapRoot. For the individual TLDs the rating shall be on a level basis where there are multiple levels of compliance and operational viability (Level 1, Level 2, etc.) according to the published recommendations of the TLDA and without regard to whether such TLDs are in collision with other TLDs by the same String.
4.8.5 The Compliance/Endorsements Committee shall be responsible for its own internal structure and organization, may elect to include advisors from outside the TLDA membership pool, and shall where not provided for specifically in the bylaws herein, take its direction from the Board of Directors while serving at the pleasure of the General Membership.
4.8.6 The permanently archived official forum for the Compliance/Endorsements Committee shall be established by the Board of Directors, and is open only for members of the Compliance/Endorsements Committee or other entities that the Compliance/Endorsements Committee deems necessary in the course of their duties.
Section 9 Ways and Means Committee
4.9.0 A Ways and Means Committee will exist and be comprised of three (3) elected members of the TLDA in good standing.
4.9.1 The term of office for any member on the Ways and Means Committee shall be one year, and one (1) seat on the Ways and Means Committee will expire and candidates will be elected to those seats three times a year to effect a rotational committee where one third (1/3) of its seats will be available for filling by election during the tri-annual General Elections held by the General Membership as administered by the Election/Polling Committee.
4.9.2 The Ways and Means Committee shall coordinate and develop fund raising drives, strategies, and initiatives, search for and secure membership facilities where not already provided for specifically in these bylaws, and report to the Board of Directors its findings and recommendations.
4.9.3 The Ways and Means Committee shall work closely with, and also at the direction of the Executive Treasurer and Board of Directors of the TLDA, to seek to improve membership incentives and benefits, and also work toward seeking various forms of dispute resolution services when requested to render such assistance.
4.9.4 The Ways and Means Committee shall be responsible for its own internal administrative structure and organization, within the guidelines established here in the Bylaws, and shall make available to the Records Committee all of its archives, records, and proceedings, except when the sensitive nature of the material was provided to the Ways and Means Committee in a manner of confidential nature (such as assistance in securing dispute resolution services or proprietary industrial/commercial property, intellectual or otherwise).
4.9.5 The Ways and Means Committee shall be the place where any member can engage in communication of a confidential nature, and be assured that such information communicated will be held in the strictest confidence while the appropriate committees or advisory panels can work with the information on an anonymous basis.
4.9.6 The Ways and Means Committee shall be free to form sub-committees and appoint members to those committees as well as consult with outside firms and advisory panels to accomplish its mandate of "finding ways and means".
4.9.7 The official and permanently archived official forum for the Ways and Means Committee shall be determined by the Board of Directors, and the rules governing list decorum and subscriptions shall be determined by the Ways and Means Committee. The Ways and Means Committee may elect, at its pleasure, to operate other lists, some of which may or may not be archived publicly or otherwise.
ARTICLE V
MEETINGS OF THE BOARD OF DIRECTORS
Section 1 Annual Meeting
5.1.0 The annual meeting of this organization's Board of Directors shall be held on the 14th day of March each and every year except if such day is a legal holiday, then and in that event, the Board of Directors shall fix the day, but it shall not be more than two weeks from the date fixed by these Bylaws.
Section 2 Special Meetings
5.2.0 Special meetings of the Board of Directors may be convened by the Secretary at the request in proper form (writing, fax or e-mail) of:
(a) The Chair or Alternate Chair.
(b) A majority of the Board as presently constituted,
(c) Forty percent (40%) of the General Membership of the organization.
Calls for special meetings shall specify the purpose or purposes of the proposed meeting, and no business shall be considered at any such meeting other than that specified in the call therefore.
Section 3 Notice of Meetings
5.3.0 Written notice of the annual meeting of the Board of Directors stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be posted to the TLDA General Membership forum not less than ten (10) nor more than sixty (60) days before the date of the meeting. The TLDA Secretary shall cause the notice to be e-mailed or mailed to the TLDA General Membership e-mail forum as designated by the Board of Directors.
5.3.1 Other than the Annual Meeting of the Board of Directors, which must be attended by the physical presence of at least a quorum of the Board of Directors, Board Meetings may be conducted via Internet Relay Chat (IRC), telephone conference call, and for day to day operational matters the Board may work, organize, and direct the corporate affairs of the organization through the use of e-mail forums or lists where the Board may find it more convenient to conduct normal affairs of business and organizational matters.
Section 4 Minutes
5.4.0 The Secretary shall cause to be posted to the publicly available, official web-site of the TLDA, meeting minutes for meetings of the corporation's Board of Directors within 21 days of the close of the each meeting of the Board of Directors.
ARTICLE VI
SELECTION AND APPOINTMENT OF EXECUTIVE OFFICERS
Section 1 Method of Selection
6.1.0 Selection and appointment of executive officers of the corporation shall be made by the Board of Directors, and executive officers of the corporation shall serve at the pleasure of the Board. Officers shall be qualified in terms of background and experience to perform the duties required by that office. The balloting or selection method shall be announced to the General Membership list within one day of such selections or appointments and shall also be posted in the minutes of the Board of Directors as specified by these Bylaws, with any preferences, ballots or votes cast by a member of the Board of Directors attributed to each respective Director that cast such preference, ballot, or vote.
Section 2 Notification and Disclosure
6.2.0 At any regular or special meeting of the Board of Directors, if a majority so requires, any question may be voted upon in the manner and style provided for selection or appointment of executive officers and staff. For all votes called for and cast, the Secretary of such meeting shall post the results in the manner specified as per Article IV, Section 4 of these Bylaws.
ARTICLE VII
ORDER OF BUSINESS: MEETINGS OF THE BOARD OF DIRECTORS
1. Roll Call.
2. Reading and acceptance of the Minutes of the preceding meeting.
3. Reports of Committees.
4. Reports of Officers.
5. Old and Unfinished Business.
6. Appointment/Removal/Replacement of Staff and Officers (At the pleasure of the Board of Directors).
7. New Business.
8. Adjournment.
ARTICLE VIII
OFFICERS
Section 1 Officers
8.1.0 The officers of the Corporation shall be a President, a Secretary, a Treasurer and, if the Board of Directors shall so determine, or as may be deemed necessary by the Board from time to time, one or more Vice Presidents and other officers and assistant officers. Any one person may hold only one Executive Office Appointment.
Section 2 Election of Officers
8.2.0 Each officer of the Corporation shall be appointed by the Board of Directors and shall hold office at the pleasure of the Board of Directors until his/her successor has been elected or until his/her earlier resignation or removal.
Section 3 Resignation
8.3.0 Any officer may resign at any time by giving written notice of resignation to the Corporation. Any such resignation shall take effect immediately upon receipt of such notice or at such other time specified in such notice. Unless otherwise specified in such notice, the acceptance of such resignation by the Corporation shall not be necessary to make it effective.
Section 4 Removal
8.4.0 Any officer may be removed at any time, either with or without cause, by action of the Board of Directors.
Section 5 Powers and Duties
8.5.0 All officers, as between themselves and the Corporation, shall have such authority and perform such duties as are customarily incident to their respective offices, and as may be specified from time to time by the Board of Directors, regardless of whether such authority and duties are customarily incident to such office. The officers shall have the powers and duties including, but not limited to those listed below.
8.5.1 President: The President shall preside at all membership meetings and over the official Members discussion forum. He shall be present at each annual meeting of the organization. He shall see that all books, reports and certificates required by law are properly kept or filed. He shall be one of the officers who may sign the checks or drafts of the organization. He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
8.5.2 Executive Vice President: The Executive Vice President, if one exists, shall in the event of the absence or inability of the President to exercise his office become acting president of the organization with all the rights, privileges and powers as if he had been the duly appointed president. If there is no Executive Vice President then the Secretary shall act in this capacity. The Executive Vice President shall not be a member of the corporation's Board of Directors.
8.5.3 Secretary: The Secretary shall keep the minutes and records of the organization in appropriate books. It shall be his duty to file any certificate required by any statute, federal or state. He shall give and serve all notices to members of this organization. He shall be the official custodian of the records and seal of this organization, and shall be a member of the Board of Directors. He may be one of the officers required to sign the checks and drafts of the organization. He shall present to the membership at any meetings any communication addressed to him as Secretary of the organization. He shall submit to the Board of Directors any communications, which shall be addressed to him as Secretary of the organization. He shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.
8.5.4 Treasurer: The Treasurer shall have the care and custody of all moneys belonging to the organization and shall be solely responsible for such moneys or securities of the organization. He shall cause to be deposited in a regular business bank or trust company a sum not exceeding an amount to be determined by the board and the balance of the funds of the organization shall be deposited in a savings bank except that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a nonprofit corporation in this state. He must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. He shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. He shall exercise all duties incident to the office of Treasurer. The Treasurer may be a member of the corporation's Board of Directors.
Section 6 Compensation
8.6.1 No Executive officer other than the President and the Vice Presidents, if any, or any Director or other Elected Official shall for reason of his/her office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an Executive Officer, Director or other Elected Official for receiving any compensation from the organization for duties other than as an Executive Officer, Director or other Elected Official.
ARTICLE IX
SALARIES
8.9.0 The Board of Directors shall hire and fix the compensation of any and all employees, which they, in their discretion, may determine to be necessary for the conduct of the business of the organization.
ARTICLE X
ADVISORY PANELS
Section 1 Advisory Panels - General
10.1.0 All Advisory Panels of this organization shall be appointed by and offer their services at the pleasure of the Board of Directors and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors.
10.1.1 The Advisory Panels will, on occasion, be requested to advise the Board of Directors on certain topics of discretion and reply to queries from the Board of Directors. Replies from the Advisory Panels may be in the form of e-mail, voice mail, printed form or other as requested by the Board of Directors at the occasion of the query. All queries to and replies from the Advisory Panels will be made available for review by the membership in a timely fashion by post to membership accessible Internet web-site or other easily accessible form, with the exception of any correspondence dealing with personnel, privacy, or legal matters.
Section 2 Protocol Advisory Panel
10.2.0 The Protocol Advisory Panel shall report to the Board its findings, and make available to the board and the General Membership its recommendations and observations regarding the functions and operations of Top-Level Domains, their Registries, and the registration services provided the public. The means of reporting, recording, storing, and processing registration information, as well as the various communications protocols and standards suggested, tested, and or incorporated by each TLD registry shall be the focus of the Protocol Advisory Panel. The Protocol Advisory panel shall serve at the pleasure of the TLDA Board of Directors, and may be comprised of members and distinguished non-members.
10.2.1 The Protocol Advisory Panel shall be responsible for its own internal structure and organization, and shall make available to the Board of Directors and the Records Committee all of its archives, records, findings, and proceedings.
10.2.2 The official e-mail list for the Protocol Advisory Panel shall be determined by the Board of Directors and membership on this list shall be determined by the Board of Directors in conjunction with the Protocol Advisory Panel itself.
Section 3 Legal Advisory Panel
10.3.0 The Legal Advisory Panel shall report to the Board its findings, and make available to the board its recommendations and observations regarding the activities and function of the TLDA and also the TLDA's perfunctory interactions with Top-Level Domain Holders, Managers, and Operators and Registrants.
10.3.1 The Legal Advisory Panel shall be responsible for its own internal structure and organization, and shall make available to the Board of Directors all of its archives, records, and proceedings.
10.3.2 The official e-mail list for the Legal Advisory Panel shall be determined by the Board of Directors, and will not be archived publicly, but only to members of the list which may be comprised of only those current members of the Legal Advisory Panel, Any Member of the current Board of Directors or executive officers of the corporation, and also one designated member from the Ways and Means Committee.
ARTICLE XI
INITIAL BOARD AND ROTATION OF INCOMING ELECTED BOARD MEMBERS
11.1.0 In order to affect an orderly transition from the initial Board to the permanent Board of Directors, each of the Directors will draw lots from random numbers or decide by agreement on or before the first called election to decide in what order they will rotate out or be reelected to the seat they hold. The following is the schemata by which the initial Board of Directors will vacate their appointed seats.
11.1.1 Each Director will draw a random number generated in such fashion as the Board decides upon for themselves. The Directors which draw the two lowest numbers will step down or stand for election if nominated by the membership to be a candidate in the first called Election. Regardless, there will be three duly elected incoming Directors to the board following that election.
11.1.2 For the next called elections, the two Directors who drew the next two lowest numbers will step down when the Directors winning those elections take their new duly elected seats on the Board of Directors, unless they are nominated and stand for election and subsequently enjoy enough member votes to remain on the Board as elected Directors.
11.1.3 For the third cycle of elections, the final Director from the initial appointed Board of Directors will step down unless they are nominated and successfully stand for election.
ARTICLE XII
TERM LIMITS AND OTHER RESTRICTIONS FOR ELECTED OFFICIALS
12.1.0 Except where otherwise expressly permitted in these bylaws, the term limits for any Director or other elected officer shall be two consecutive terms in the same office, yet there is no limit to how many times an individual can hold any particular office.
12.1.1 Except where otherwise expressly permitted in these bylaws, the maximum number of elective offices that a single individual may hold at one time shall be limited to four (4) offices, yet no individual can occupy two elected positions on the same particular committee or the Board of Directors simultaneously.
ARTICLE XIII
AMENDMENTS
Except with respect to the locations of forums, e-mail lists, and other locations for the corporate business of the TLDA, These Bylaws may be altered, amended, repealed or added to only by an affirmative vote of not less than Two Thirds (66.667%) of the voting members.
ARTICLE XIV
ADOPTION, REVIEW AND FIXED FORM
Section 1
14.1.0 Initial adoption of these Bylaws is contingent upon legal review. Upon approval after legal review, this article shall be removed from these Bylaws.
14.1.1 The domains (tlda.org and tlda.net) shall be transferred to the corporation (TLDA, Inc.) by their current registrants.
14.1.2 For the initial general election, nominations for incoming new committee members shall be accepted for all available seats. Rotation for reelection shall be determined via vote tally for each office, the candidate receiving the highest number of votes retains the longest term.
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