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NPOC Charter v2.0

1.0 Mission and Principles

... Inactive members are organizations whose designated representative has not participated in NPOC discussions as described above. Inactive members will not have the right to vote. Inactive members can become active again with participation by its representative.

5.2 Non-Endorsement

Membership in NPOC shall not expressly or implicitly imply any endorsement or approval of the mission or activities of any Member.

5.3 Publication Policies/Practices

The NPOC will make its membership known internally, within the ICANN community, and to the general public on its website

5.4 Recruitment and Outreach

5.4.1 The NPOC will actively and continuously recruit potential members using global not-for-profit networks, not-for-profit umbrella organizations and related conferences, meetings and forums. In addition, NPOC will coordinate with ICANN’s communications teams and outreach teams to solicit members, input and feedback. The NPOC will coordinate with the ICANN community to identify potential Members, including: Existing Stakeholder Groups; Existing constituencies; At Large Advisory Committee; The Governmental Advisory Committee; ccTLD operators; The ICANN Board’s Public Participation Committee or related committee(s); the Global Partnership Project; ICANN’s Regional Support Offices; ICANN Communications staff; ICANN Compliance staff; ICANN Policy Development staff; and ICANN staff working on Participation and Engagement activities.

5.4.2 The NPOC shall conduct its outreach activities and membership development related programming designed to attract not for-profit and non-governmental organizations in each of ICANN’s five regions.

5.4.3 In addition, the NPOC shall consider the following activities to reach potential Members: The NPOC shall collaborate with ICANN to maximizing use of ICANN’s website to reach not-for profit and non-governmental organizations and introduce them to DNS and ICANN matters; The NPOC shall consider using Social Media and other online networks and DNS industry websites and blogs to reach potential Members; The NPOC shall consider hosting informational events and meetings at ICANN Public meetings; The NPOC shall consider hosting informational events and meetings in the five ICANN regions with particular emphasis on outreach in developing countries and populations under-represented in the ICANN community; The NPOC will use communication materials, such as newsletters and brochures to introduce and explain ICANN engagement and DNS issues not-for profit and non-governmental organizations; and Other best practices and activities as developed by Members.

5.5 Designated Representative

Each organization, in its application for membership in the NPOC, shall appoint one representative as the principal point-of-contact and to serve as the Member’s “Designated Representative”.

5.5.1 A Designated Representative must be authorized to represent the Member;

5.5.2 Each Designated Representative shall have the power to speak publicly on behalf of the Member within the NPOC;

5.5.3 Unless otherwise provided in this Charter, the Designated Representative is the only person able to vote on behalf of the Member;

5.5.4 A Member may change its Designated Representative, provided that the Member: Notifies the EC of the change; and Authorizes a new Designated Representative. A new Designated Representative appointed in accordance with this Charter does not assume an elected or appointed office within the NPOC held by the prior Designated Representative.

5.6 Alternative Representative

A Member may also designate one Alternate Representative to the NPOC following the same processes as for designating an Designated Representative, set forth in Section 5.5. The Alternate Representative may not vote on behalf of the Member, but may otherwise be included in the NPOC list serve and participate in discussions, meetings, committees, and working groups.

5.7 Member Rights and Responsibilities

Each Member of the NPOC in good standing shall have the right to:

5.7.1 Vote. Vote in all general elections of the NPOC including, but not limited to officers; and, whenever a general membership vote has been called an authorized officer of the NPOC.

5.7.2 Participate in Leadership Elections. Run for, or nominate other Members to, positions elected by NPOC Members by complying with the election procedures described in Section 8.0.

5.7.3 Receive Communications. Have access to the NPOC website, list serve, and any other communications mechanisms established; and be given timely notice on the list serve of all meetings called by the EC or of the PC and of all policy development processes, position papers or advices to be considered by the PC.

5.7.4 Participate. Be afforded the opportunity to participate in NPOC discussions, whether via teleconference, e-mail list, website, or in person, on all policy and administrative issues for which notice is given on the list serve.

5.7.5 Submit Agenda Items. Submit agenda items for NPOC and other committee meetings.

5.7.6 Receive Mentoring. Upon request, a new NPOC Member will be assigned a mentor by the Chair to answer questions, offer guidance, and provide direction.

6.0 Communications

6.1 Meetings/Conferences

All meetings will be held via teleconference and/or in person when practicable and advertised in advance of the meeting. All minutes will be made available via list serve. Minutes will be made available to the general public upon reasonable request. All meetings will be held in the spirit of the protocols detailed in Robert’s Rules of Order.

6.1.1 Constituency-wide meetings will be held monthly and are open to all active members of the NPOC. Additionally, constituency-wide meetings will meet when practicable at ICANN public meetings. Observers and guest will be permitted, provided that they maintain proper decorum and do not interfere with the progress of the meeting; observers and guests must leave upon request.

6.1.2 Policy Committee meetings will be held no less than six (6) times per calendar year and are open to all active members of the NPOC.

6.1.3 Executive Committee will meet at least one (1) week in advance of the constituency-wide meeting. The Executive Committee will post the agenda for the constituency-wide meeting when available. Additional meetings may be held as necessary.

6.1.4 All other committees will meet as the committee sees fit, provided that they follow the above requirements.

6.2 Distribution/Communication Lists

The NPOC will maintain a constituency-wide list serve; each committee must determine how it wishes to communicate. The NPOC will maintain a public website that will contain membership and activity information. All NPOC members understand and accept that their membership will be made public; however, individual representative email and other contact information will be not publicly distributed without prior permission.

7.0 GNSO Council Representatives (CRs)

7.1 Elections

CRs may be elected by NPOC members pursuant to Section 8.2 unless an alternative Stakeholder Group process is provided for in the NCSG Charter, which shall govern all CR elections.
7.2 Regional Representation

The NPOC shall seek to recruit and elect CRs from a variety of global Regions. Determination of which Region(s) are represented by CRs is made by the Membership Committee Chair according to the criteria set forth in Section 2.2 and any geographic diversity needs or requirements communicated by the NCSG.

7.3 Responsibilities

7.3.1 Participation in the Constituency. Each CR shall actively and faithfully participate with the EC and the Constituency Members in considering policy issues.

7.3.2 Participation in the GNSO. Councilors shall: Actively participate in the regular affairs of the GNSO Council including, inter alia, attending its scheduled meetings, staying abreast of the technical and administrative agenda, engaging in relevant email and live discussions, reading minutes, evaluating reports, listening to meeting recordings (in the event of absence), asking questions that foster learning, voting responsibly on all matters before the Council, and periodically reviewing the performance of the Chair and Vice-Chairs; Request and receive sufficient information, including support from their Constituencies or Stakeholder Groups, as appropriate, so Councilors may carry out their responsibilities. When a problem manifests itself or some issue does not make sense, a Councilor has a duty to inquire into the surrounding facts and circumstances and seek guidance; and Actively and faithfully participate in the activities of the GNSO Council and in advancing the goals of the Constituency in every aspect of the GNSO Policy Development Process.

7.3.3 Communication. Each CR shall inform, in a timely manner and by use of the Public List, all Constituency Members of: The initiation of new working groups or policy development processes within ICANN; ICANN public comment periods; Any final vote by the GNSO Council, at least two (2) weeks in advance of the scheduled vote; and Any other matter reasonably pertinent to permitting the full involvement in ICANN policy development by the NPOC.

7.3.4 Constituency Representation and Voting. Each CR shall represent in the GNSO Council the goals and priorities of the Members to the best of his/her ability and in accordance with the principle of consensus building, as follows: Given the GNSO Council’s size and the voting thresholds that have been defined, it is important that votes of the NPOC be registered, through our elected representatives, on every matter of significance that comes before the Council for action; Positions that reach consensus within the NPOC are presumptively binding on the CRs’ votes. This presumption may be rebutted only with the consent of the Members and in the event of very significant countervailing concerns, which concerns must be disclosed to the Members; and On issues without Constituency consensus, CRs are authorized to vote on GNSO Council matters as they think best with a reasonable effort to reflect the positions held by Members of the NPOC.

7.3.5 Voting Remedies. Given the GNSO Council’s size and the voting thresholds that have been defined, it is important that in the NPOC has councilors on the GNSO Council votes of the NPOC be registered on every matter of significance that comes before the GNSO Council for action. For CR occurrences of abstention, planned absence, and vacancy, the NPOC intends to utilize the voting remedies provided in the GNSO Operating Procedures (GOP) which include: Temporary Alternate. The EC may identify one or more Members who satisfy the GOP criteria and can be called upon to serve in this capacity when a CR is unable to fulfill his/her normal obligations on the GNSO Council. Notification. In order to permit the NPOC to avail itself of the voting remedies provided, CRs are obligated to notify the EC (including reason), via the procedures contained in the GOP, as far in advance as practicable, whenever a condition occurs that would cause the CR not to vote on a matter before the Council. Responsibility. For the specific remedies of Voting Direction and Proxy, there is a requirement that the NPOC establish a position on the matter at issue. In the event that the NPOC does not have a clearly established position on a matter and there is insufficient time to determine one using its normal procedures: The Chair, in consultation with the appropriate Vice-Chair, will determine whether to exercise a voting remedy and to authorize its execution. For matters involving policy positions, the Chair, with the concurrence of the Vice-Chair Policy, may interpret the NPOC’s position using their best judgment so that a voting remedy may be exercised. For non-policy motions/votes, the Chair, with the concurrent of the Vice-Chair, may interpret the NPOC’s position using their best judgment so that a voting remedy may be exercised. Any judgment(s) applied under this provision must be communicated to the Members as soon as practicable after the decision is made. Unplanned Absence. Because unplanned absences, by definition, do not permit sufficient opportunity or time to declare an abstention and apply a voting remedy, they are to be minimized. CRs who more than occasionally fail to attend GNSO Council meetings in whole or in part, for any reason, without providing the EC sufficient advance notice to evaluate and, at its option, execute a voting remedy, may be subject to removal.

8.0 Elections

8.1 Eligibility for Elected Office

All candidates for elected office must meet the qualifications of the office position they seek as defined in Section 2.2.

8.2 Procedures

The following detail the process for selecting candidates for NPOC elected offices:

8.2.1 The EC shall task the Communications Committee to post a Notice of Election and Request for Nominations on the NPOC website for at least sixty (60) days prior to an upcoming election. Such notice shall include the opening date of the official vote.

8.2.2 Candidates must request formal nomination from the Membership Committee by submitting a completed Request for Nomination form within fifteen (15) calendar days of the official Notice of Election post.

8.2.3 The Membership Committee shall review the completed Request for Nomination forms and notify candidates of formal acceptance no less than thirty (30) calendar days of the official vote.

8.2.4 No position shall have more than four (4) candidates. In the event more than four (4) individuals request nomination the EC shall review and vote on the final four (4) candidates.

8.2.5 Once the candidates have been formally accepted, the voting process detailed in Section 9.0 will commence.

9.0 Voting

9.1 Applicability

The NPOC may engage in constituency-wide voting for the following activities:

9.1.1 Executive Committee officer elections;

9.1.2 Election of committee chairs;

9.1.3 Establish positions on a policy or administrative issue where consensus could not be reached; and

9.1.4 Other matters as identified by the Executive Committee.

9.2 Rights

All member organizations shall have an equal voting share of one (1) vote.

9.3 Privileges and Limitations

Active Members are, are eligible to vote. It is the responsibility of the Designated Representative to declare any conflict of interest in writing to the EC. The EC will then determine whether or not that organization must abstain from voting on that particular issue. In the event the EC discovers that a member did not declare a potential conflict of interest, its membership shall be suspended by the EC for six (6) months.

9.4 Quorum

Unless specified otherwise within these Bylaws, a meeting or teleconference with a majority of the Executive Committee, Elected Representatives or any committee of the Constituency in attendance shall constitute a quorum. An affirmative vote of at least one half plus one of all ballots cast, provided the total number of those voting is not less than ten percent (10%) of the total number of voting Members to a minimum of ten Members, in favor of an amendment is necessary for adoption.

9.5 Processes

Motions shall be made to the EC. If, upon favorable vote, the EC determines the motion should be put forward to the NPOC membership:

9.5.1 The motion will be publicized on the NPOC website and an email sent to all members no less than thirty (30) calendar days before the vote;

9.5.2 The vote mechanism will be either via email or online as determined by the EC;

9.5.3 The vote will be open for fifteen (15) calendar days;

9.5.4 The EC shall review all votes at the close of the voting period. A motion shall be considered ratified with fifty-one percent (51%) of the votes is in favor of the motion; provided that a sufficient quorum has been reached.

9.5.5 In the event a sufficient quorum has not been reached the EC may determine to start the election process anew.

10.0 Finances

10.1 Revenue/Expense Categories

NPOC will not collect dues, fees, or subscriptions from its members.

10.2 Funding Sources

Members shall take reasonable efforts to assist the Secretariat in procuring financing for the NPOC:

10.2.1 From any organizations, institutions, and employers with which Members are affiliated;

10.2.2 In the form of grants, research funding, and public funds available from such sources as foundations, governments, and others;

10.2.3 From major actors in the industry, including without limitation, registrars, registries, Internet service providers, and so forth; and

10.2.4 From the Non-Commercial Stakeholders Group (NCSG) and ICANN.

10.3 Conflicts of Interest

Any funding obtained from sources within ICANN and from industry groups represented in the GNSO must be balanced across sources, given without obligations to engage in particular activities or to support particular positions, and free of conflicts of interest. The Secretariat shall post on the NPOC website proposed financing sources and a statement of potential conflicts of interest for two (2) weeks for Member approval before accepting financing. If two (2) Members object to a source of financing, the EC shall put the issue to a Member vote as provided in Section 9.0.

10.4 Policies/Practices

NPOC will follow a calendar year fiscal period and will follow generally accepted accounting practices. High-level financial reports/records will be published to its public website,, for internal, ICANN community and general public transparency. Detailed financial reports/records will be made available to ICANN staff upon request. Upon reasonable written request or concern, the NPOC Executive Committee will engage an independent party – most likely an executive or financial committee within another GNSO constituency group – to conduct an independent review.

11.0 Amendments (Illustrative)

11.1 Amendments

This Charter may be amended from time to time subject to a majority vote of members. Proposals for amendment that are not supported by the Executive Committee require a proposer and expressions of support from 25% of members before being put to a vote.

11.2 Interpretation

If disputes arise regarding the interpretation of this Charter, such interpretation will be decided upon by the Executive Committee without prejudice to the right of any member to file a complaint to the ICANN Ombudsman.

11.3 Effect and Transition

All articles of this revised Charter shall take effect immediately following an affirmative vote of the Constituency.

1.010/29/2010Amber SterlingPresented to NPOC Members for final review and comments
2.011/2/2010Amber SterlingVersion submitted to ICANN Board