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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 with the date of election, renewable at the pleasure of the General Assembly.

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 last for two years from the date of their election. 

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. 

11 General Assembly

11.1 The General Assembly the senior body of the Association and may review, without limitation, any of the activities of the other Bodies of the Association. 

11.2 The General Assembly is composed of the representatives of the Members. 

11.3 In the General Assembly each Member has one vote. 

11.4 Only Members as at 30 days prior to the opening of a General Assembly shall be authorised to vote. 

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. 

11.9 The General Assembly may take place via a physical meeting at a specific place, or via electronic means, or via a combination of both. The details of the same have to be made clear in the invitation. The means of holding the General Assembly shall ensure that all ALSes are able to participate and on the same footing. 

11.10 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. 

11.11 If the Board shall decide that an item submitted per Article 11.10 is frivolous, disruptive, defamatory, or otherwise manifestly not appropriate, said item shall not be included on the draft agenda, however, details of items submitted which are left out through operation of this Article shall be provided to the Chair of the General Assembly upon election of the same for review. 

11.12 The chairperson of the General Assembly must announce any new items received via the operation of Article 11.10 at the beginning of the General Assembly , though he may omit items excluded through operation of Article 11.11 as he or she sees fit. 

11.13 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, including whether or not to consider any items submitted to it as provided in Article 11.10. 

11.14 The General Assembly shall be chaired by the the Chair of the Board. The Vice-Chair shall act as chair of the GA where the chair is unable to do so for any part of the General Assembly session. 

11.15 The nature of voting required for any matter will be determined by the chairperson of the General Assembly, subject to the provisions in Article 11.18 and its Clauses. The vote must take place via ballot if one third of the present Members request therefor. To the maximum extent possible the General Assembly shall decide matters before it by consensus. 

11.16 The General Assembly shall have a quorum if at least one third of the ALS members are present or participating. 

11.17 If the General Assembly is not quorate the Board is obliged to convene an additional General Assembly not less than two weeks and not more than four weeks later 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. 

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. 

11.20 For all elections in the General Assembly, candidates shall require an absolute majority of votes of the participating members. If no candidate receives an absolute majority a run-off election shall take place between the two candidates with the greatest number of votes. 

11.21 Resolutions of the General Assembly shall be recorded in writing, which must be be signed by the Chair of the Board. 

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. 

12.2 The Secretariat may be permanently or temporarily authorised by the Board to deal with all questions concerning the administration of the Association with the exception of those questions reserved by other Bodies of the Association, unless said bodies shall from time to time delegate such functions as they so desire, subject to statutory acceptability and best practice, to the Secretariat. 

12.3 As far as possible, the Secretariat’s staff should be representative of the region. 

PART G - DISSOLUTION OF THE ASSOCIATION

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13.1 For dissolution of The Association three-fourths of all current members must give their consent. This provision is without prejudice to the requirements of Clause 11.18.1. 

13.2 Where the General Assembly does not decide otherwise, the Board shall appoint two authorised liquidators. 

13.3 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. 

13.4 The preceding rules shall apply also in the instance that The Association shall dissolve or be dissolved or otherwise cease operation.

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