ICANN (INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS) BYLAWS

Article I: Introduction

1.1 Name and Purpose

The Internet Corporation for Assigned Names and Numbers (ICANN) is established herein as a nonprofit organization with the primary purpose of coordinating the maintenance and procedures of various databases related to the namespaces and numerical spaces of the Internet. ICANN's overarching goal is to ensure the stable and secure operation of the Internet's naming system, thereby facilitating global connectivity and communication.

Article II: Governance Structure

2.1 Board of Directors

The governance of ICANN shall be vested in its Board of Directors (the "Board"), consisting of members elected or appointed under the provisions outlined in these Bylaws. The Board shall have the authority and responsibility to oversee ICANN's activities, including but not limited to policy development, financial management, and strategic planning.

2.2 Officers

ICANN shall have officers appointed by the Board, including a President, Secretary, and Treasurer. Each officer shall have specific duties and responsibilities as outlined in these Bylaws and other relevant policies adopted by ICANN.

Article III: Membership

3.1 Eligibility and Admission

Membership in ICANN shall be open to governments, businesses, technical experts, and other stakeholders involved in internet governance and domain name management who meet the criteria established by the Board. Prospective members shall submit applications for admission, which shall be reviewed and approved or denied by the Board or its designated committee.

3.2 Rights and Responsibilities

Members of ICANN shall have the right to participate in policy development processes, stakeholder consultations, and decision-making activities. They shall also be responsible for upholding ICANN's policies, adhering to ethical standards, and contributing to the organization's mission and objectives.

Article IV: Policy Development and Implementation

4.1 Policy Development Process

ICANN shall follow a transparent and inclusive policy development process that involves input from stakeholders, public consultations, and consensus-based decision-making mechanisms. Policies shall be developed to address issues such as domain name registration, resource allocation, and Internet governance.

4.2 Implementation and Enforcement

Upon approval by the Board, ICANN shall implement and enforce policies in a fair, impartial, and consistent manner. Enforcement measures may include sanctions, compliance audits, and dispute resolution mechanisms to address violations of ICANN's policies and standards.

Article V: Domain Name Management

5.1 Registration and Administration

ICANN shall establish procedures and guidelines for the registration, administration, and management of domain names within the global domain name system (DNS). These procedures shall include eligibility criteria, dispute resolution mechanisms, and measures to promote the stability and security of the DNS.

5.2 Accredited Registrars and Registries

ICANN shall accredit registrars and registries to provide domain name registration services under ICANN's policies and contractual agreements. Accredited entities shall comply with ICANN's accreditation requirements, operational standards, and reporting obligations.

Article VI: Financial Management and Accountability

6.1 Budgeting and Funding

ICANN shall prepare annual budgets, financial plans, and reports under sound financial practices and principles. Funding sources may include membership dues, fees from registrars and registries, grants, donations, and other revenue-generating activities approved by the Board.

6.2 Financial Transparency and Audits

ICANN shall maintain accurate financial records, undergo regular audits by independent auditors, and disclose financial information to its members, stakeholders, and the public as required by applicable laws and regulations. Financial transparency and accountability shall be paramount in ICANN's operations.

Article VII: Ethical Conduct and Governance

7.1 Code of Conduct

ICANN shall adopt and enforce a code of conduct that sets forth ethical standards, professional behavior, and conflict-of-interest guidelines for its members, directors, officers, employees, and volunteers. The code of conduct shall promote integrity, transparency, and accountability in all aspects of ICANN's governance and activities.

7.2 Ethics Committee

ICANN shall establish an Ethics Committee comprised of independent members with expertise in ethics, governance, and legal matters. The Ethics Committee shall review allegations of misconduct, conflicts of interest, and ethical violations, and recommend appropriate actions or sanctions to the Board for consideration and implementation.

Article VIII: Amendments and Revision

8.1 Amendment Procedures

These Bylaws may be amended or revised by a two-thirds majority vote of the Board, provided that notice of the proposed amendments is given to all members and stakeholders in advance. Amendments shall take effect upon approval by the Board unless otherwise specified.

8.2 Review and Update

ICANN shall periodically review and update these Bylaws, policies, and procedures to reflect changes in technology, industry standards, legal requirements, and stakeholder feedback. The Board shall oversee the review process and ensure that Bylaws remain relevant, effective, and aligned with ICANN's mission and goals.

Article IX: Miscellaneous Provisions

9.1 Severability

If any provision of these Bylaws is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the extent permitted by law.

9.2 Governing Law

These Bylaws shall be governed by and construed under the laws of [Jurisdiction], without regard to conflicts of law principles.

9.3 Interpretation and Dispute Resolution

The Board shall have the authority to interpret these Bylaws, resolve disputes related to their interpretation or application, and take appropriate actions to ensure compliance and adherence to ICANN's governance principles and objectives.

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