GTLD Registry Constituency
Articles of Operation
(Adopted 30 October 2007)

I. Mission

The gTLD Registry Constituency (the “Constituency”) is a constituency within the Generic Name Supporting Organization (GNSO) and its primary role is to represent the interests of gTLD Registries that are currently under contract with ICANN to provide gTLD Registry Services. The Constituency facilitates communication among gTLD Registries and conveys the views of the Constituency to the GNSO Council and the ICANN Board of Directors, with particular emphasis on ICANN consensus policies that relate to interoperability, technical reliability and/or stable operation of the Internet or domain name system.

II. Reference to ICANN Bylaws

The basis for the GNSO as well as the Constituency can be found in Article X of the ICANN Bylaws at:

http://www.icann.org/general/bylaws.htm

III. Membership

All top-level domain sponsors or registry operators that have agreements with ICANN to provide Registry Services in support of one or more gTLDs are eligible for membership upon the “effective date” set forth in the operator’s or sponsor’s agreement. For all purposes under these Articles (including voting), each registry operator or sponsoring organization shall be considered a single registry member of the Constituency (whether providing Registry Services for one or more than one gTLD).

Eligible registries must apply for Constituency membership by providing all required information on the application form attached as Attachment A. Eligible registries must identify at least one voting delegate on their application and may also identify an alternate voting delegate if desired. Eligible registries may also designate up to five (5) non-voting delegates. Members may modify their delegations by notice to the Secretariat. All registries that satisfy the membership criteria will be accepted as members immediately upon receipt of the completed application.

Voting rights may be suspended if a member does not pay its fees as previously invoiced within thirty (30) days after a written warning on nonpayment is sent to the member until such time as the fees have been paid. Membership may be suspended if a member does not pay its fees as previously invoiced within sixty (60) days after a written warning on nonpayment is sent to the member until such time as the fees have been paid. Suspension of voting rights or membership shall be accomplished by vote of a majority of the members upon a motion for that purpose. Membership shall be terminated if a member's agreement with ICANN is terminated or a member voluntarily terminates its membership.

Members shall be classified as “Active” or “Inactive”. A member shall be classified as “Active” unless it is classified as “Inactive” pursuant to the provisions of this paragraph.  Members become Inactive by failing to participate in a Constituency meeting or voting process for a total of three consecutive meetings or voting processes or both, or by failing to participate in meetings or voting processes, or both, for six weeks, whichever is shorter.  An Inactive member shall have all rights and duties of membership other than being counted as present or absent in the determination of a quorum. An Inactive member may resume Active status at any time by participating in a Constituency meeting or by voting.

IV. Eligibility Requirements

Sponsored TLD

A gTLD is designated as “sponsored” if responsibility for operating its TLD (including maintaining a registry of the domain names within the TLD) is delegated by ICANN to a particular organization and it has a “TLD Sponsorship  Agreement” with ICANN.

Unsponsored TLD

A gTLD is designated as “unsponsored” if operates under policies established by the global Internet community directly through the ICANN process, and it has a “Registry Agreement” (not a “TLD Sponsorship Agreement”) with ICANN. 

Chair

The Constituency shall have a Chair, and the Constituency shall elect a Chair at the Constituency meeting following every other ICANN Annual meeting. The Chair must be an authorized voting delegate (or alternate) of a member. The Chair shall be elected for a term of two years and shall hold office until his or her successor is elected or until he or she sooner dies, resigns, is removed or becomes disqualified. If the office of Chair becomes vacant at any time, a special election shall be held to elect a successor; the Alternate Chair does not automatically succeed to the post of Chair.

Alternate Chair

The Constituency may elect an Alternate Chair, who must also be an authorized voting delegate (or alternate) of a member. The Alternate Chair shall be elected for a term of two years and shall hold office until his or her successor is elected or until he or she sooner dies, resigns, is removed or becomes disqualified.

Secretariat

The Constituency may elect an Alternate Chair, who must also be an authorized voting delegate (or alternate) of a member. The Alternate Chair shall be elected for a term of two years and shall hold office until his or her successor is elected or until he or she sooner dies, resigns, is removed or becomes disqualified:

• Processing membership applications
• Fulfilling administrative functions, including preparing and keeping minutes of meetings
• Collecting membership fees assessed by the members and preparing and managing annual budgets
• Coordinating email and web site service

The personnel of the Secretariat need not be from a member. The Chair shall appoint the Secretariat upon authorization of the Constituency.

V. Meetings

The Constituency shall hold face-to-face meetings in conjunction with each public ICANN meeting,  unless otherwise decided by vote of the Constituency. Other face-to-face meetings may be held if approved by vote of the Constituency. The Secretariat shall provide at least thirty (30) days advance notice for all face-to-face meetings. Whenever possible, the Constituency shall provide the opportunity to participate in face-to-face meetings by teleconference from remote locations.

The Constituency shall also hold meetings by teleconference as scheduled by vote of the Constituency. Except in cases when the Constituency votes to hold a meeting with shorter notice because of an urgent need to schedule a meeting, the Secretariat shall provide at least fourteen (14) days advance notice for all teleconference meetings.

Quorum

A simple majority of the total number of all Active members shall constitute a quorum for voting at all meetings. If a quorum is not present at a meeting, the members not present may vote by email on any matter for a period not to exceed fourteen days following the meeting (an “Extended Meeting”). On any matter requiring a vote, if the total number of members voting (including recorded abstentions) is less than a majority of the total number of all Active members, then a quorum does not exist, and the vote shall not be valid.

Notices

The Secretariat shall send all notices by email to the email address maintained for all members of the Constituency.

Record of Meetings

Minutes of all meetings shall be kept in electronic form or audio form, or both, if feasible, and the Secretariat shall circulate copies of the minutes (if available) to the membership as soon as conveniently possible after each meeting.

VI. GNSO Council Representation

The Constituency shall elect such number of representatives (the “Representatives”) as is set forth in the ICANN Bylaws then in effect to represent the Constituency on the GNSO Council. As of September, 2007, the current ICANN Bylaws provide for three Representatives.  Elections shall be conducted in accordance with the voting procedures described in Article VII below, and in compliance with all applicable provisions of the ICANN By-Laws then in effect, including those relating to geographical diversity and eligibility.

Each Representative shall be elected for a term of two years and shall hold office until his or her successor is elected or until he or she sooner dies, resigns, is removed or becomes disqualified.  No Representative may serve more than two consecutive terms.

Terms shall begin and end at the end of an annual ICANN meeting. No more than two terms shall end in the same year. Any vacancy occurring in a Representative position shall be filled by election in accordance with Section VII below, and the term of the Representative elected to fill a vacancy shall be for the remainder of the original term.

Each Representative must be an authorized delegate of a member, but need not be an authorized voting delegate.

Each Representative is responsible for communicating to the GNSO Council the full range of views of the members of the Constituency, including, but not limited to, Constituency consensus positions.  In cases where a Constituency position (or the position of either or both of the Sponsored and Unsponsored TLDs) has not been formed, then each Council Representative must state that, and then may communicate his or her own personal view so long as the Representative clarifies that it is a personal position.

The Representatives elected by the members of the sponsored and unsponsored gTLDs may communicate the specific views of those respective members to the GNSO Council. In cases in which there is not a consensus position within the Constituency, the Representatives may request that the Chair initiate consensus-building procedures within the Constituency. In the event a Representative fails to fulfill his or her responsibility to communicate the views of the members to the GNSO Council, or the views of the group whose members elected that Representative, then that Representative may be removed by vote of the Constituency, or by vote of that group of members of the Constituency that elected that Representative, as appropriate, and the Constituency or group of members may hold an immediate election to replace that Representative pursuant to Article VII.

VII. Elections

GNSO Council Representative Elections

So long as the ICANN Bylaws provide that the Constituency shall have three Representatives in the GNSO Council, the sponsored and unsponsored gTLDs shall each elect its own Representative, and the entire Constituency shall elect the third Representative.

In connection with the election of any Representative, the Chair shall consult with the members of the sponsored and unsponsored gTLDs regarding geographic diversity or eligibility requirements of the ICANN By-Laws that must be met. Members shall cooperate in discussing such requirements, and, if necessary, shall hold additional elections until such requirements are satisfied.

The Constituency shall, at the time of any election for a Representative, attempt to agree upon an appropriate mechanism to stagger the terms of the Representatives so that such terms do not expire at the same time.

ICANN Nominating Committee Member Elections

Article VII of the ICANN Bylaws provides that the Constituency shall select a voting delegate to serve on the ICANN Nominating Committee (the “NomCom Delegate”). The NomCom Delegate shall meet the criteria set forth in the ICANN By-Laws. The NomCom Delegate shall be elected for a term of two years and shall hold office until his or her successor is elected or until he or she sooner dies, resigns, is removed or becomes disqualified.

In connection with the election of any Representative, the Chair shall consult with the members of the sponsored and unsponsored gTLDs regarding geographic diversity or eligibility requirements of the ICANN By-Laws that must be met. Members shall cooperate in discussing such requirements, and, if necessary, shall hold additional elections until such requirements are satisfied.

The Constituency shall, at the time of any election for a Representative, attempt to agree upon an appropriate mechanism to stagger the terms of the Representatives so that such terms do not expire at the same time.

VIII. Voting

General Provisions

Whenever an election is to be held, or a vote is to be taken on a consensus position, a motion or any other subject matter requiring a vote pursuant to these Articles, any Active member may request, prior to the vote, that Ranked Voting be used, with each member entitled to cast the number of votes as set forth in the table below. After a vote is taken by means other than by Ranked Voting, any Active member may request that a new vote be taken using Ranked Voting. If the result of the Ranked Voting is different from the prior vote, the result of the Ranked Voting shall prevail.

Election Voting

Unless an Active member has requested Ranked Voting, a candidate in any election who receives a simple majority of the votes of Active members eligible to vote on the candidacy shall be elected, provided, however, that the Representative elected by the entire Constituency must receive the vote of both (a) a simple majority of Active members of the Sponsored gTLDs and (b) a simple majority of Active members of the Unsponsored gTLDs.

Consensus Positions, Motions and Other Issues

In general, the Constituency should operate using a rough consensus approach.  Every effort should be made to arrive at positions that most or all of the group members are willing to support.  When this is not possible, then, unless an Active member has requested Ranked Voting, a consensus position on a policy may be adopted by the Constituency, a motion may be carried, or any other issue may be decided by vote of both (a) a simple majority of Active members of the Sponsored gTLDs and (b) a simple majority of Active members of the Unsponsored gTLDs.  If the Active members of the Sponsored gTLDs and the Active members of the Unsponsored gTLDs are unable to reach a consensus position on a policy, a motion or any other issue, then each group may vote to instruct its representative to support the position of that group and a Ranked Vote shall be taken by the entire Active membership to determine the position to be supported by the third representative.

IX. Funding

Each member shall pay (a) an initial membership fee upon joining the Constituency, (b) a fixed annual membership fee, and (c) a variable annual membership fee according to the following schedule. A member joining after the beginning of a year shall pay a prorata portion of the annual fees upon joining.

Once an invoice has been issued, payment will be due within thirty (30) calendar days upon receipt of said invoice.

X. Amendments to Articles

The Constituency may amend these Articles by vote of the Constituency as provided in Article VIII.

Revised gTLD Registries Articles of Operation
Adopted at the 2007 ICANN Meeting, Los Angeles, California
gTLD Registries Constituency Meeting
October 30, 2007.