1.0 Mission and Principles
1.1 Reference to ICANN Bylaws
The Not-for-Profit Organizations Constituency (hereinafter to be referred to as the NPOC) is part of the Generic Names Supporting Organization (GNSO) and, according to Article X §5 of the ICANN bylaws, is a member of the Non-Commercial Stakeholder’s Group (NCSG).
1.2 Mission
1.2.1 The purpose of the Not-for-Profit Organizations Constituency shall be to represent, specifically, the operational interests of not-for-profit and non-governmental organizations. NPOC Members rely on the Internet and DNS policies to serve their communities. Members shall include not-for-profit and non-governmental organizations with missions that include, but are not limited to, philanthropic, humanitarian, educational, academic and professional development, religious, community associations, promotion of the arts, public interest policy advocacy, health-related services, and social inclusion.
1.2.2 The NPOC shall engage the ICANN community on how proposed and existing policies and initiatives uniquely impact not-for-profit and non-governmental organizations and the delivery of their mission-related services. Specific operational concerns include: domain name registration, expansion of the DNS, fraud and abuse, using the DNS to provide and collect information to members and to serve members and communities.
1.2.3 The operational concerns described above drive how NPOC Members actively manage their infrastructure, create and improve internal processes and controls, manage risks, and respond to and respect the welfare of the communities they represent. The NPOC shall allow its members to affiliate, discuss and participate in the development of DNS policies and how they relate and may impact our operations, outreach programs and member service delivery.
1.3 Guiding Principles for Leaders, Representatives, and Members
The NPOC is committed to:
1.3.1 Carrying out its mission in a fair, open and transparent manner, and ensuring that new members, the ICANN community and the general public may easily access and understand its operations and processes;
1.3.2 Establishing and maintaining standards for leadership positions including impartiality, accountability, and avoidance (or disclosure and members’ consent) of potential conflicts of interest;
1.3.3 Establishing and maintaining participation standards for eligibility to vote;
1.3.4 Establishing and maintaining professional standards of behavior for all constituency members and participants including: adhering to ICANN bylaws/policies; supporting the bottom-up consensus model; treating others with dignity, respect, courtesy and civility; listening attentively to understand others; acting with honesty, sincerity and integrity; and maintaining good community standing; and
1.3.5 Providing balanced and fair representation of the significant, legitimate issues of safety and protection for not-for-profit organizations which use and rely upon the Internet to further their missions.
2.0 Committee Structure and Officer Requirements
2.1 Committee Structure
2.1.1 The NPOC shall consist of a(n) Executive, Membership, Policy and Communications committee. Additional committees may be formed by majority vote of the Executive Committee as needed.
2.1.2 Executive Committee (EC). Members of the NPOC shall elect an EC. The qualifications, rights and duties of the EC are set forth in Section 3.0
2.1.3 Membership Committee. Members of the NPOC shall elect a Membership Committee, its roles and responsibilities are set forth in Section 4.1.
2.1.4 Policy Committee. Members of the NPOC shall elect a Policy Committee, its roles and responsibilities are set forth in Section 4.2.
2.1.5 Communications Committee. Members of the NPOC shall elect a Communications Committee, its roles and responsibilities are set forth in Section 4.3.
2.2 Eligibility
Sections 2.2 through 2.10 provide rules and requirements for all NPOC leadership positions elected by the membership and, as such, apply to the Chair, Vice-Chair, Secretariat, and Chairs of the Membership, Policy, and Communication Committees.
To be eligible for a committee officer position, candidates must:
2.2.1 Have been his/her organization’s representative of record, in good standing, for a period of at least six (6) months;
2.2.2 Not already hold a committee leadership position;
2.2.3 Not be currently serving as a GNSO Council Member; and
2.2.4 Not be NPOC Chair if serving on the ICANN Nominating Committee, as an officer of another ICANN constituency or as an officer of the At-Large Advisory Committee (ALAC).
2.3 Elections
All committee officer positions shall be elected by active NPOC members as provided in Section 3.1.1.
2.4 Term Limits
Committee officers will be elected/appointed for one-year terms. No one-person shall serve for more than five (5) years in any ten (10) year period on a particular committee.
2.5 Vacancies, Resignations, Suspensions and Removals
2.5.1 Vacancy. If a vacancy occurs with respect to an Officer with:
2.5.1.1 Six (6) or more months left in the term, the Chair shall direct the EC to hold an election to replace such officer in accordance with the procedures described in Section 3.1.1;
2.5.1.2 Less than six (6) months left in the term, the Chair, in consultation with the EC, shall appoint an individual to fill the vacancy until the term is expired;
2.5.1.3 If the office of the Chair becomes vacant then the Vice Chair shall become the acting Chair until an election for Chair can be held; or
2.5.1.4 If the office of a Committee Chair becomes vacant then the Vice Chair of such committee shall become the acting Chair until an election for Committee Chair can be held.
2.5.2 Resignation and Suspension. If at any point in time:
2.5.2.1 An officer leaves the membership of the NPOC for any reason, s/he shall immediately cease the function of his/her office;
2.5.2.2 An officer tenders his/her resignation to the EC, such resignation will result in a vacant office and provisions under Section 3.1.1 shall be followed; or
2.5.2.3 The officer feels s/he cannot sufficient perform the duties for a period greater than thirty (30) calendar days, the officer must resign.
2.5.3 Removal. In the unlikely event a committee believes one of its officers is not sufficiently performing his/her duties, it may vote to remove the officer provided that the following conditions are met:
2.5.3.1 The committee notifies the EC;
2.5.3.2 The committee notifies the officer in question in writing of its desire to remove the officer;
2.5.3.3 The notification details the issue at hand and provides recommendations for improvement;
2.5.3.4 The Chair and/or Vice Chair will work with the officer in question;
2.5.3.5 The committee will meet no less than thirty (30) calendar after notification to determine if the officer in question has shown sufficient improvement;
2.5.3.6 If the committee does not believe the officer has shown sufficient improvement it shall vote to remove the officer and the vote must have at least a two-thirds vote in favor of removing the officer to be official; and
2.5.3.7 The removed officer may appeal within ten (10) calendar days to the EC and the EC shall vote regarding reinstatement. This decision shall be final.
2.6 Advisory Structures
Committees may charter and appoint representatives to ad-hoc work groups as needed to support their activities.
2.7 Decision-Making Processes
2.7.1 Committees shall endeavor to inform the NPOC membership about ICANN and NPOC issues relevant to the NPOC mission. It will make recommendations for action as appropriate and will engage the appropriate work groups. Committees will ensure all official comments, letters, and communications are submitted to the NPOC prior to action.
2.7.2 Official actions will be subject to the following voting requirements:
2.7.2.1 All proposed actions must be consistent with the NPOC mission;
2.7.2.2 All items up for action will include a clearly articulated response deadline;
2.7.2.3 The result of the voting will be determined by the timely respondents; and
2.7.2.4 The committee will abide by decisions made by the majority of the timely respondents, provided that the majority consists of at least two (2) respondents.
2.8 Volunteers
Each committee shall post on the NPOC website a call for volunteers to serve on newly created committees and working groups for at least seven (7) days. Each committee will try to reach a consensus on who will be included in the committee or working group, but if a consensus cannot be reached, the EC will initiate a formal election for these positions pursuant to Section 8.0.
2.9 Perform with Diligence and Loyalty
All officers have a duty to perform their roles with diligence and loyalty to the NPOC, and are bound to meet the minimum participation requirements set forth in Section 5.1.3.1. All officers shall promptly notify the EC, and Constituency Members, of any potential conflict of interest that may arise during their term.
2.10 Support Education and Outreach
All committee leadership positions shall create opportunities for the Members of the NPOC to keep current with literature, research, and discussion of Internet issues relating to safety and protection on the Internet and to the kinds of policies being developed in the GNSO.
3.0 Executive Committee (EC)
3.1 Duties and Responsibilities of the Executive Committee (EC)
3.1.1 Conduct Elections. In accordance with the provisions in Section 8.0 the EC shall:
3.1.1.1 Direct the Membership Committee Chair to announce a call for candidate nominations at least sixty (60) days prior to an election and establish a list of the Members eligible to vote in such election including their status/vote allocation;
3.1.1.2 Establish and oversee a secure, confidential, and accurate balloting procedure;
3.1.1.3 Obtain from the Membership Committee Chair the names of candidates for each office to be elected or obtain from the Policy Development Committee Chair the title of the policy issue for vote;
3.1.1.4 Collect and post on the NPOC website a statement of qualifications and intentions of all candidates or policy issues on the ballot;
3.1.1.5 Create and provide ballots to each Constituency Member designated representative eligible to vote at least thirty (30) days prior to the close of voting for such election; and
3.1.1.6 Supervise the vote count for accuracy and ensure that members are notified of the results in a timely and transparent manner.
3.1.2 Manage Funding and Expenditures. The EC shall:
3.1.2.1 Obtain and monitor NPOC funding from ICANN, individuals and organizations that are not Members, and other sources;
3.1.2.2 Approve a budget proposed by the Secretariat at least annually and approve reports on expenditures at the end of each budget period; and
3.1.2.3 Keep records and make such accountings as are necessary to satisfy the requirements of any funding source or grant.
3.1.3 Make Appointments. The EC shall appoint or recommend NPOC members as candidates, upon request, to serve on, or as liaison with, other ICANN structures, including the ICANN Nominating Committee if so requested by the NCSG Executive Committee.
3.1.4 Establish Additional Committees and Working Groups. The EC may propose to the Constituency Members requests to establish additional temporary or permanent committees or working groups. Such requests may originate from within the EC itself or from any Constituency Member. The EC shall post such a request on the NPOC website. The request shall:
3.1.4.1 Explain the need for and intended purpose of such entity;
3.1.4.2 Propose committee formation criteria, eligibility requirements for members of the committee, and committee functions and procedures in addition to those stated in Section 4.0;
3.1.4.3 State a date, not less than thirty (30) calendar days after the request is posted, on which such entity will be formed, unless three (3) or more Members request inwriting to the EC that the EC request to create a new committee or working groups be put to Member vote.
3.1.4.4 Upon a sufficient request for a Member vote, the EC shall conduct a vote on approving the request in accordance with the procedures for an election set forth in Section 8.0.
3.1.4.5 Any committee or working group established pursuant to this Section shall comply with the requirements of Section 2.0.
3.1.5 Resolve Disputes. The EC shall hear and resolve disputes among members and any appeal from a decision made by the Membership Committee Chair.
3.1.6 Records Retention. The EC shall maintain all records required by the ICANN Board for GNSO structures to maintain for no less than four (4) years to ensure that a full three (3) year record is available for each renewal/reconfirmation period.
3.2 Composition
As long as there are sufficient willing participants, the EC shall consist of the following six (6) officers:
3.2.1 NPOC Chair;
3.2.2 NPOC Vice Chair;
3.2.3 Secretariat;
3.2.4 Membership Committee Chair;
3.2.5 Policy Committee Chair; and
3.2.6 Communications Committee Chair.
3.3 Responsibilities of EC Officers
The duties and responsibilities of the EC Officers may be amended at any time upon favorable vote of the EC.
3.3.1 The Chair shall:
3.3.1.1 Organize and conduct meetings and teleconferences of the NPOC, including a meeting of all Members during the ICANN public meetings on a day selected by the EC to maximize the NPOC’s potential to influence GNSO Council and ICANN Board decisions;
3.3.1.2 Determine the agenda and meeting schedule of the EC and the NPOC;
3.3.1.3 Liaison with other Stakeholder Group representatives, Advisory Committees, the ICANN Board, and ICANN Staff on administrative and substantive matters;
3.3.1.4 Establish guidelines for EC participation requirements in accordance with Section 5.1.3.1;
3.3.1.5 Ensure that timelines and standards for the work of the officers and committees are set and met; and
3.3.1.6 Advise and assist the other members of the EC.
3.3.2 The Vice Chair shall:
3.3.2.1 Perform such duties of the Chair or other EC officers as are delegated to this position by vote of the EC or by the Chair;
3.3.2.2 Participate in EC decision making;
3.3.2.3 Participate in outreach, recruiting, liaison, and networking efforts; and
3.3.2.4 Advise and assist the Chair and the other members of the EC.
3.3.3 The Secretariat shall:
3.3.3.1 Assists the EC with administrative tasks such as coordinating monthly meetings, taking public and EC meeting minutes, managing regular correspondence;
3.3.3.2 Provide timely notice on the NPOC website and list serve of all Constituency meetings and agendas;
3.3.3.3 Post a Notice of Election and Request for Nominations on the NPOC website for at least sixty (60) days prior to an upcoming election; the Notice of Election will include a Request for Nominations to be submitted to the Membership Committee Chair;
3.3.3.4 Make a reasonable effort to post notices of NPOC activities on websites, blogs, and other forums for publicity and recruitment;
3.3.3.5 Seek sources of support from ICANN, grants and other donations pursuant to Section 10.0;
3.3.3.6 Manage all funding and expenditures in accordance with the budget and maintain detailed financial records, submit an annual budget to the EC for approval;
3.3.3.7 Report to NPOC Members at the end of each annual budget period on all funding and expenditures during that year; and
3.3.3.8 Advise and assist the Chair and the other members of the EC.
3.3.4 The Membership Committee Chair shall:
3.3.4.1 Ensure the committee performs its duties and responsibilities as detailed in Section 4.1;
3.3.4.2 Convene all Membership Committee meetings;
3.3.4.3 Participate in all Executive Committee meetings; and
3.3.4.4 Keep the EC information on the committee’s work and conclusions;
3.3.4.5 Advise and assist the Chair and the other members of the EC; and
3.3.4.6 Perform other duties as assigned.
3.3.5 The Policy Development Committee Chair shall:
3.3.5.1 Ensure the committee performs its duties and responsibilities as detailed in Section 4.2;
3.3.5.2 Convene all Policy Development Committee meetings;
3.3.5.3 Participate in all Executive Committee meetings;
3.3.5.4 Keep the EC information on the committee’s work and conclusions of working groups convened by the EC and the work of the GNSO Council Representatives;
3.3.5.5 Serve as a liaison between the GNSO Council Representatives and the Policy Development Committee;
3.3.5.6 Advise and assist the Chair and the other members of the EC; and
3.3.5.7 Perform other duties as assigned.
3.3.6 The Communications Committee Chair shall:
3.3.6.1 Ensure the committee performs its duties and responsibilities as detailed in Section 4.3;
3.3.6.2 Convene all Communications Committee meetings;
3.3.6.3 Participate in all Executive Committee meetings;
3.3.6.4 Keep the EC information on the committee’s work and conclusions;
3.3.6.5 Advise and assist the Chair and the other members of the EC; and
3.3.6.6 Perform other duties as assigned.
3.4 EC Communications
The EC may have private communications mechanisms (e.g. email lists), which shall be archived and available to NPOC members, the ICANN community or the general public upon request.
