Draft EURALO Bylaws
16th September 2006 presented to the Berlin preperatory meeting the 17th of September 2006 by Annette Muehlberg, modified as agreed at that meeting.
Name: „European Internet Users Forum e.V.“
>>>>>>> in connection with a subtitle giving more specific information,
subtitle should be something like:
"Regional At-Large Organisation of ICANN" or "ICANN RALO" or "consumer rights and civil liberties in information society"
Part A
1 Name, domicile, financial year, language
1.1 The Association bears the name “European Internet Users Forum” (hereinafter referred to as “The Association”) and shall be inscribed at the Register of Association. After inscription the association bears the addendum “e.V.” (if incorporated in Germany, otherwise the suffix appropriate to the country of incorporation would be used).
1.2 The Association shall be domiciled in _____________. >>>>> discussion: a country central to whole European region, easy to incorporate the association, not raising the association of political European region, has to have persons available to do the job with the administration.
1.3 The financial year shall run from 01.07. to 30.06.
1.4 The working language of the Association is English.
1.5 Official communications between members and the Association in general will be conducted via electronic mail
Part B
2 Definitions
2.1 In these Articles of Association the following abbreviations shall be understood as follows:
2.2 ALAC means the At-Large Advisory Committee according to the ICANN bylaws, attached to this document as Annex A;
2.3 ALS means an At-Large Structure according to the ICANN bylaws attached to this document as Annex A;
2.4 Europe – The countries and territories as listed in Annex B.
(>>>>>>>> problem: we need a fixed and variable definition of region
>>>>>> Membership section: from time to time (procedure with members defined in MOU
>> >>>>>change of region must be dealt with in the MOU - how to deal with members of the respective region (could be structured like the ICANN bylaws for ALSes)
2.5 ICANN means the Internet Corporation for Assigned Names and Numbers whose head office is based in Marina Del Rey, California, U.S.A.;
2.6 RALO means a Regional At-Large Organizations as defined in the ICANN bylaws, attached to this document as Annex A;
2.7 Member means a member of The Association.
2.8 The Association means the European Internet Users Forum
Part C
3 Purpose of the Association
3.1 The purpose of The Association is to give a voice in the governance of the internet to the individual internet users based in Europe, especially with regard to strengthening consumer protection, the realisation of human rights and civil liberties and to strengthening participation rights in internet policy decision making.
3.2 The Association intends to be the RALO for Europe according to the ICANN bylaws.
3.3 The purposes of the Association shall be achieved by:
3.3.1 Organising events and activities to promote user participation and bottom up approaches in ICANN and internet governance processes;
3.3.2 Promoting dialogue concerning the human rights and public policy aspects of internet governance
3.3.3 Releasing Statements about policies and participatory structures concerning the internet, especially to ICANN;
3.3.4 Designating European members to ALAC as defined by the MOU;
3.4 The Association shall at all times act in an open, accountable and transparent manner and is committed to cultural and geographic diversity and gender balance in its work internally and externally.
3.5 The Association shall pursue activities which are exclusively and directly for public benefit. It shall not act in any way which is primarily of economic benefit to itself, its officers or Members.
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3.6 The Association’s funds may only be used for the purposes set out in the Articles of Association. Members shall not receive any of the The Association’s funds simply by virtue of their membership. No one may be favoured with expenditures that are alien to the purpose of The Association or with disproportionately high payments.
>>>>>> clarify reimbursement and wages foR secretariat
3.7 Unless otherwise determined by the General Assembly, All officers of The Association shall not be provided with a salary or otherwise recompensed for their work on behalf of the Association , except as provided in (section dealing with Secretariat).
Any decision regarding alterations of these Articles of Association should be submitted to the relevant competent financial authority before it is announced the Register of Association.
Part D
4 Relations with ICANN
4.1 The Association intends to be the RALO for Europe according to the ICANN bylaws.
4.2 The Association and ICANN shall negotiate and sign a Memorandum of Understanding (MOU) concerning their mutual rights and obligations.
4.3 The Board is authorized to conclude the necessary and appropriate agreements with ICANN as may be required from time to time.
Part E
5 Acquisition of membership
>>>> Members of The Association could be individual persons as well as corporations and organizations supporting the purposes of The Association in their own activity. Members of The Association could be especially ALS within the geographic region of The Association.
5.1 Members of The Association shall consist of the following:
5.1.1 natural persons domiciled in Europe supporting the purposes of The Association, and;
5.1.2 organisations domiciled in Europe supporting the purposes of The Association which qualify as an ALS, and;
5.1.3 legal persons with domicile in Europe supporting the purposes of The Association which do not qualify as an ALS.
5.2 Membership shall be by application, in writing, in the form and containing the information which the Board shall from time to time determine, and shall be signed.
5.3 The board shall decide on whether to approve an application.
5.4 Members of other RALOs may not be members of The Association.
5.5 Membership becomes effective upon receipt in full of the then-prevailing membership fees, except where an applicant is explicitly exempted from paying membership fees.
Part F
6 Termination of membership
6.1 Membership shall be terminated upon:
6.1.1 Death (in the case of individual members) or abolition (in the case of corporate members and organizations),
6.1.2 expulsion (in regard to 36)
6.1.3 deletion (in regard to sentence 35)
6.1.4 Voluntarily leaving the Association.
6.2 Leaving the Association occurs by written notification to the board.
6.3 A member may be removed from the member’s list by decision of the board, if a member is in arrears with its membership fees more than six months regardless of a reminder via e-mail. The member must be notified of his, her, or its removal. The obligation for the payment of the membership fees in arrears remains unaffected by removal for non-payment.
6.4 Membership may be terminated for any act which is contrary to the purposes of the Association if the board so decides.
Part G
7 Funding / Membership fees
7.1 The Association shall require payment of an annual membership fee from members.
7.2 If the General Assembly so decides, additional fees may be required of members (an “Extraordinary Charge”) for extraordinary needs or in order to resolve a shortfall in the funds of the Association.
7.3 The annual membership fee and the payment date as well as any Extraordinary Charge shall be determined by the General Assembly.
>>> Honorary members and members of the advisory council are exempted from paying any fees and allocations.
>>> clarify if mentioning of honorary members is needed to establish this position (different part)
7.4 The board can waive or defer membership fees and Extraordinary Charges, all or part, in suitable cases.
8 Rights and duties of members
8.1 Members are obliged to maintain an e-mail address and to communicate the e-mail address to The Association.
8.2 All members are entitled to attend any meeting or event organised by The Association.
8.3 The Association will inform its members about its activities and programmes, especially via its internet page and its mailing lists.
8.4 Every member is obliged to inform The Association without delay any changes of its particulars .
8.5 The Association is not responsible for damages resulting from undelivered communications due to missing or incorrect particulars of Members which have not communicated changes as required in Section 8.4.
8.6 An individual person who is member of The Association in that capacity can also represent a member organisation when that member so appoints the individual and may then exercise the full membership rights of both.
9 Bodies of The Association
9.1 The Bodies of The Association are the Board, the General Assembly (“GA”) and if constituted the Advisory Council.
9.2 Board
9.2.1 The Board of The Association shall consist of at least three members. Additional members can be decided by the GA. The GA elects at least one chair person and a treasurer. The board shall establish rules of procedure, which shall be generally available and are subject to the review of the GA.
9.2.2 Unless the board or the General Assembly shall determine otherwise, the any two board members jointly may act on behalf of the Association.
9.2.3 Competencies of the board
9.2.3.1 The Board is responsible for all matters of The Association, as far as they are not assigned to other bodies of The Association, including, without limitation:
9.2.3.2 Preparation of and convening of the General Assembly as well as compilation of the draft agenda;
9.2.3.3 Implementation of the decisions of the General Assembly;
9.2.3.4 Compilation of the budget for the financial year; keeping and preparing the accounts of the Association; compilation of a summary of the work of the Association;
9.2.3.5 Deciding on the acceptance of new members;
9.2.3.6 Resolution about the removal or expulsion of members;
9.2.3.7 Hiring and dismissing of employees in a secretariat - except where they are employed by a third party.
9.2.4 In any matters of special importance to the Assembly, the Board shall ask the advisory council, when constituted, for a statement.
9.2.5 Election and period of office of the Board
9.2.5.1 The members of the Board shall be elected by the General Assembly for a period of up to two years, such term beginning with the date of election.
9.2.5.2 The board remains in its position until successors are elected.
9.2.5.3 Members of the board must be members of The Association or representatives of member organisations of The Association.
9.2.5.4 Where the membership in The Association of a member of the Board ends, that board member’s seat shall be vacated.
9.2.6 Where a member of the board relinquishes his seat or becomes ineligible to continue occupying his or her seat for any reason the board shall elect a successor for the remainder of the term.
9.2.7 Meetings and decisions of the board
9.2.7.1 The board shall conclude the business of the Assembly at meetings of its members;
9.2.7.2 meetings shall be convened by an invitation from the chairperson. Where the chair is unable so to do, the board may designate another member of that body to invite the board to meet.
9.2.7.3 Notification of a meeting shall be sent not less than two weeks in advance.
9.2.7.4 Board meetings may take place in person, viatelephone or videoconference or via the internet.
9.2.7.5 The board shall form a quorum if at least 50 % of the members of the board are present or participate via other means.
9.2.7.6 The board passes resolutions by simple majority; where a tied vote results the chairperson shall cast the deciding vote. where the chair is unable to attend the vice-chair shall cast the deciding vote.
9.2.7.7 The board shall to the maximum extent possible operate via consensus.
9.3 Advisory Council
9.3.1 The General Assembly may establish an Advisory Council.
9.3.2 The General Assembly shall determine the size and structure of the advisory council where one is constituted.
9.3.3 The Advisory Council shall form a quorum if at least 50 % of the members are present or otherwise participating.
9.3.4 Except as provided in Article 9.3.5,tThe Advisory Board shall pass resolutions by simple majority.
9.3.5 The Advisory Council is endeavoured to decide matters before it through consensus. Except as otherwise provided in this Article 9.3, the Advisory Council shall operate according to the provisions of Article 9.2, mutatis mutandis.
9.3.6 Competency of the Advisory Council
9.3.6.1 The Advisory Council, if not otherwise decided by the General Assembly, has the responsibility to advise the other bodies of the Association.
9.3.7 The members of the Advisory Council are elected by the General Assembly for a period up to two years. The members remain in position until successors are elected.
9.4 General Assembly
9.4.1 In the General Assembly each individual member has one vote.
9.4.2 Corporate and organisation members have three votes.
9.4.3 Organisational members who are not ALSes have no voting rights.
9.4.4 The General Assembly is responsible for the following matters:
9.4.4.1 Approval of the budget for the next financial year, based upon the budget submitted to it by the Board;
9.4.4.2 Reviewing the work of the board, and of the Association;
9.4.4.3 Where required to approve the actions of the Board;
9.4.4.4 Determining membership fees;
9.4.4.5 establishing of the Advisory Council;
9.4.4.6 election and dismissal of the Board and the Advisory Council;
9.4.4.7 Resolving to amend these Articles of Association and the dissolution of the Association;
9.4.4.8 nomination of honorary members;
9.4.4.9 Installation of a secretariat.
9.4.4.10 Electing the ALAC members representing Europe.
9.4.5 Convening the General Assembly
9.4.5.1 An ordinary General Assembly of the Association shall be held at least once per year.
9.4.5.2 The Board shall convene the General Assembly by invitation to all members, at least one month in advance, said invitation generally being made via electronic mail, which shall including the draft agenda. The notification period commences from the day after the invitation is sent.
9.4.5.3 The invitation shall be sent to the last known address of each member.
9.4.6 The draft agenda shall be drawn up by the Board.
9.4.7 The General Assembly may take place via a physical meeting at a specific place, or via electronic means, or via a combination of both, provided . The details of the procedure have to be pronounced in the invitation.
9.4.8 Any member may submit an item for the agenda via e-mail by sending it to the Board at least two weeks prior to the date upon which the General Assembly shall commence.
9.4.9 The chairperson of the General Assembly must announce any new items received via the operation of Article 9.4.8 at the beginning of the General Assembly.
9.4.10 The General Assembly shall determine whether or not items on the draft agenda shall be modified, deleted, or further items added to the Agenda as part of its work.
9.5 Extraordinary General Assemblies
9.5.1 An extraordinary General Assembly shall be convened by the Board, if the interests of the Association requires one, or where one tenth of the members of the Association so requests, stating the objective and reason for it in the request.
9.6 Decisions of the General Assembly
9.6.1 The General Assembly shall be chaired by a member of the Board. If no board member is present or participating, the General Assembly shall elect a chairperson of the General Assembly. Where an election for the chairperson is required, the General Assembly may transfer the chair for the purposes of such an election to an electoral committee for the duration of the elections and the debate about the same.
9.6.2 The kind of vote required for any matter will be determined by the chairperson of the General Assembly. The poll has to be accomplished via ballot if one third of the present Members request therefore.
9.6.3 The General Assembly shall form a quorum if at least one third of the members are present or participating.
9.6.4 If the General Assembly cannot form a quorum the board is obliged to convene an additional General Assembly within four weeks with the same agenda; this General Assembly shall have no requirement for a quorum, which shall be pointed out in the invitation to such a meeting.
9.6.5 Resolutions of the General Assembly in general require the simple majority of those present or voting; abstentions shall not counts as a vote. Amendments of these Articles of Association require a majority of two thirds of all votes; to change the aim of The Association or to dissolve The Association a majority of three fourths of all votes is necessary.
>>>>>>> Clarification about members present - using virtual GA. Danger of quorum of a third if the organisation is large, activities get blocked. No or small quorum for a normal GA two quorums for dissolution and change of bylaws and has to be announced in the invitation.
9.6.6 For an election candidates shall require an absolute majority of votes of the participating members. If no candidate receives an absolute majority a run-off edlection shall take place between the two candidates with the majority of votes. In the run-off election the candidate with the majority of votes cast shall be elected.
>>>>>> Clarification of one ballot for several candidates.
9.6.7 Resolutions of the General Assembly shall be recorded in writing, which must be be signed by the Secretary of the Board.
9.7 Dissolution of the Association
9.7.1 For dissolution of The Association three-fourths of all current members mustgive their consent as provided in Article 9.6.5.
9.7.2 In case of dissolution, where the General Assembly did not decide otherwise, the Board shall appoint two authorised liquidators.
9.7.3 In the event of the Association’s dissolution its assets, if not otherwise decided by the General Assembly, will pass to ALAC who must use the assets according to the purposes of the then-current Articles of Association.
9.7.4 The preceding rules shall apply also in the instance that The Association will dissolve or be dissolved or otherwise cease operation.
>>>>> --other issues--
>>> >>>For changing bylaws the of The Association three-fourths of the present members of a General Assembly have to give their consent (paragraph 19 IV).
>>> elections ALAC organisation and individuals-
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location date
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