[bylaws-coord] Fundamental Bylaws

[Rosemary E. Fei]

Dear Bylaws Coordination Group,

Counsel have revisited the list of Fundamental Bylaws in the draft Bylaws distributed on 7 April and have agreed on several changes. We deleted the following from the list:

            7.6        (Directors’ Conflicts of Interest)
            7.7        (Duties of Directors)
            7.9        (Non-Voting Liaisons).

22.1      (Accounting)
22.2      (Audit)
22.3      (Annual Report and Annual Statement)
22.6      (Fees and Charges)
27.1      (Purpose)
27.4      (Existing Groups and Task Forces)
27.5      (Contracts with ICANN)
In addition to those provisions expressly called out in the Report as Fundamental Bylaws, we have included provisions that we believe are needed in order to directly or indirectly protect the functioning of the EC, including its designator function. To this end, we added the Sections and Annexes identified in bold below. The following list reflects these changes. Please let us know as soon as possible if you have any questions or concerns.  The Section and Article references below refer to the 7 April draft.

Section or Article
1          (Mission, Commitments, and Core Values – all sections)
4.2        (Reconsideration)
4.3        (Independent Review)
4.7        (Community Mediation)
6          (Empowered Community – all sections)
7.1        (Composition of the Board)
7.2        (Directors and Their Selection; Election of Chairman and Vice-Chairman)
7.3        (Criteria for Nomination of Directors)
7.4        (Additional Qualifications)
7.5        (International Representation)
7.8        (Terms of Directors)
7.11      (Removal of a Director or Non-Voting Liaison)
7.12      (Vacancies)
7.17      (Quorum)
7.24      (Interim Board)
7.25      (Communication of Designation)
8.1        (Nominating Committee Description, only as it relates to provision of nominations to the EC)
9.2(b)    (Address Council, only as it relates to provision of nominations to the EC)
10.3(i)   (ccNSO Council, only as it relates to provision of nominations to the EC)
11.3(f)   (GNSO Council, only as it relates to provision of nominations to the EC)
12.2(d)(x)(A)      (At-Large Advisory Committee, only as it relates to provision of nominations to the EC)
16         (PTI Entity – all sections)
17         (CSC – all sections)
18         (IFRs – all sections)
19         (SCWG – all sections)
22.4      (Budgets and Plans)
22.5      ([Operating and Strategic] Plans)
22.7      (Inspection)
22.8      (Independent Investigation)
25         (Amendments – all sections)
26         (Sale or Disposition of Assets – entire article)
27.2      (Work Stream 2)
Annex D (EC Mechanism – all sections)
Annex E (Caretaker ICANN Budget – all sections)
Annex F (Caretaker IANA Budget – all sections)
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Rosemary E. Fei
Adler & Colvin
415/421-7555<tel:415/421-7555> (phone)
rfei at adlercolvin.com<mailto:rfei at adlercolvin.com>
www.adlercolvin.com<http://www.adlercolvin.com/>
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