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Articles of Association

of the

ICANN European Internet Users Forum

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3.2 The Association intends to be the RALO for Europe ("EURALO") according to the ICANN Bylaws and as defined in the MoU that creates the EURALO.

3.2.1 The Association and ICANN shall negotiate and sign a Memorandum of Understanding (MOU) concerning their mutual rights and obligations in connection with operationalising the relationship provided in Article 4.1.

3.2.2 The Board is authorized to conclude the necessary and appropriate agreements as defined by the General Assembly with ICANN as may be required from time to time in connection with the relationship with ICANN as provided in this Article.

3.3 The purposes of the Association shall be achieved by, inter alia:

3.3.1 Organising events and activities, and supporting those of others, 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, based upon the input of the members of the Association;

3.3.4 Designating European members to ALAC or other ICANN bodies as appropriate and as defined by the MOU with ICANN;

3.3.5 To contribute to ALAC policy positions for representation to the ICANN Board and other policy-making bodies;

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.

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4.1 Members of The Association shall consist of the following:

4.1.1 organisations domiciled in Europe supporting the purposes of The Association which qualify as an ALS.

4.2 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.

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5.1 Membership shall be terminated upon:

5.1.1 Death (in the case of individual members if existing) or abolition, insolvency, or dissolution (in the case of organizational members if existing),

5.1.2 Expulsion (as provided in Article 5.3 and 5.4)

5.1.3 Deletion (as provided in Article 5.2 and 5.3)

5.1.4 Voluntarily leaving the Association.

5.2 Leaving the Association occurs by written notification to the Board.

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7.1 The Association’s Funds shall be made up of:

7.1.1 Membership Fees, as provided in Article 7.2;

7.1.2 Extraordinary Charges, as provided in Article 7.3;

7.1.3 Interest and Income from investments (if any);

7.1.4 Gifts and Legacies (if any);

7.1.5 Other sources of funds and financing, provided always that accepting the same shall not conflict with the object and purposes of the Association.

7.2 The Association may require payment of an annual membership fee from members.

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9.2 In order to enhance diversity of the Association as provided in Article 3.4, at least five members of the Board shall be:

9.2.1 nationals of different countries, and;

9.2.2 to the extent possible, from different regions of Europe, and;

9.2.3 to the extent possible, gender balance shall be sought.

9.3 The Board is responsible for all matters of The Association, as far as they are not assigned to other Bodies of The Association. It is accountable to the General Assembly for all its actions and decisions, without limitation. The board is particularly responsible for the following matters:

9.3.1 Preparation of and convening of the General Assembly as well as compilation of the draft agenda, where the General Assembly decides to delegate either or both to the Board;

9.3.2 Implementation of the decisions of the General Assembly;

9.3.3 Compilation of the budget for the financial year for approval by the General Assembly;

9.3.4 Within six (6) months of the end of the financial year of the Association, the Board will approve or otherwise the accounts for the preceding financial year, said accounts to be submitted to the relevant governmental agencies if required, as well as the General Assembly;

9.3.5 Within six (6) months of the end of the financial year of the Association, the Board shall submit a summary of the work of the Association during the preceding year for review by the General Assembly;

9.3.6 Dealing with applications for Membership as provided in Article 4;

9.3.7 Removal or expulsion of members as provided in Article 4;

9.3.8 Hiring and dismissing of employees in a secretariat - except where they are employed by a third party.

9.4 In any matters of special importance to the Association, the Board shall ask the advisory council, where constituted, for a statement, and provide the same to the General Assembly.

9.5 Election and period of office of the Board

9.5.1 The members of the Board shall be elected by the General Assembly for a period of up to two years, such term beginning at the close of the ICANN Annual General Meeting, renewable at the pleasure of the General Assembly. The election of the board members shall be held in conjunction with that of the ALAC Representative and the Chair and Vice-Chair.

9.5.2 The first election after adoption of these Bylaws shall elect one-half of the members of the Board for one year, and the other half for two years.

9.5.3 The Board remains in its position until successors are elected.

9.5.4 Any person may be elected to the Board, though nomination of candidates for the Board is reserved to ALSes.

9.5.5 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 appoint a successor and notify the the General Assembly by electronic mail of the appointment, which is subject to review by the General Assembly.

9.6 Officers of the Board

9.6.1 The Chair of the Board, and a Vice-Chair, shall be elected by the Board subsequent to the election of the Board, subject to 9.6.4, from amongst those Board members willing to serve.

9.6.2 The Chair shall serve as the official representative of the Association where such is required, or where the General Assembly so designates.

9.6.3 The Chair shall act as the chair at all meetings of the Board. Where the Chair is unavailable, the Vice-Chair shall preside.

9.6.4 The term of office of the Chair, and of the Vice-Chair, shall start at the close of the ICANN Annual General Assembly and last for two years.

9.6.5 The Board may create additional officer positions as may be required from time to time.

9.7 Meetings and decisions of the Board

9.7.1 The Board shall conclude the business of the Association at meetings of its members;

9.7.2 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.

9.7.3 Notification of a meeting shall be sent not less than two weeks in advance.

9.7.4 Board meetings may take place in person, via telephone or videoconference or via the Internet.

9.7.5 The Board shall form a quorum if two-thirds of the members of the Board are present or participate via other means.

9.7.6 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.

9.7.7 The Board shall to the maximum extent possible operate via consensus.

10 Advisory Council

10.1 The Association may establish one or more Advisory Councils as decided from time to time.

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11.5 The General Assembly is responsible, without limitation, for the following matters:

11.5.1 Approval of the budget for the next financial year, based upon the budget submitted to it by the Board;

11.5.2 Reviewing the work of the Board, and of the Association;

11.5.3 Where required to approve the actions of the Board;

11.5.4 Determining membership fees and the particulars related to any Extraordinary Charge;

11.5.5 Establishing Advisory Councils;

11.5.6 Election and dismissal of the Board and Advisory Councils;

11.5.7 Resolving to amend these Articles of Association and the dissolution of the Association;

11.5.8 Nomination of honorary members;

11.5.9 Installation of the Secretariat and review of the working of the same.

11.5.10 Electing the ALAC members representing Europe. The selected representatives must be members of different ALSes, must have their principal residence in different countries of the region and their nationalities must be different. To the extent possible, gender balance and regional balance within Europe shall be fostered.

11.6 An ordinary General Assembly of the Association shall be held at least once per year.

11.7 The General Assembly shall fix the date and place of its meetings as a part of the work of each meeting, said meeting to conform to the characteristics as provided in Article 11.9. Wherever possible, a General Assembly shall be held in connection with each ICANN International Meeting which is held in Europe. Where the General Assembly so provides, it shall be left to the Board to 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 include at least the following, as provided in Article 2:

11.7.1 The draft agenda, and;

11.7.2 The summary of the activities of the Association, and;

11.7.3 The Accounts of the Association, and;

11.7.4 The Draft Budget of the Association.

11.8 The notification period for an invitation as provided in Article 11.7 commences from the day after the invitation is sent to the whole membership. The invitation shall be sent to the last known address of each member.

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11.18 Resolutions of the General Assembly in general require the simple majority of those present or voting; abstentions shall not count 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.

11.18.1 All voting shall be electronic in nature, and allow sufficient time for all Members to record a vote on any matter. The mechanism for votes shall ensure that, to the maximum extent practicable, duplicate voting, or voting by unqualified voters, shall be prevented.

11.19 The General Assembly may, at its pleasure, establish subsidiary bodies for special purposes of whatever duration, composition, or for whatever purpose it shall determine.

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11.22 Extraordinary General Assemblies

11.22.1 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, in writing to the Board whether via electronic means or otherwise, stating the objective and reason for it in the request, Where convened, such an Assembly shall operate in all ways as provided in Section 11.

12 The Secretariat

12.1 A Secretariat, composed of professional individual(s), may be appointed or engaged on a paid or unpaid basis by the Board in order to handle the administrative requirements of the Association.

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