The Charter

 

Charter and statement of operating procedures of the Commercial and Business Users Constituency
 June 2003

List of Articles

1. Background

2. Mission statement

3. Membership

4. Structure

5. Elections

6. Issue management

7. Policy development

8. Membership fees

1. Background 

This document is the rules of procedure or charter for the Commercial and Business Users Constituency of the Generic Names Supporting Organization (GNSO) of the Internet Corporation for Assigned Names and Numbers (ICANN), California, USA, hereafter the Business Constituency, the BC or the Constituency. The Business Constituency represents both large and small commercial entity users of the Internet. The Business Constituency is that entity referred to in Article X.5(d) of the ICANN bylaws.

2. Mission Statement

The mission of the Business Constituency is to ensure that:

  • the Constituency fully represents the views of the Internet business user community,
  • ICANN policy positions are consistent with the development of business via an Internet that is stable, secure and reliable while promoting consumer confidence.
  • ICANN policy positions derive from broad stakeholder participation in a common forum for suppliers and users with an advisory role for governments.

3. Membership

Members of the Business Constituency use the Internet to conduct business. The Business Constituency is a constituency representing customers of providers of connectivity, domain names, Internet Protocol addresses and other services related to electronic commerce in its broad sense.

3.1. The following may become members of the Business Constituency:

  • Subject to 3.2, any legally recognised for-profit entity that has been delegated a domain and that uses the Internet to conduct for-profit business.
  • Subject to 3.2, any organization such as a trade association representing such entities.

3.2. Specificity*

In keeping with the selective membership criteria of other GNSO constituencies, the Business Constituency represents the interests of a specific sector of Internet users. The purpose of the Constituency is to represent the interests of businesses using the Internet for, in its broad sense, electronic commerce with customers.

To avoid conflicts of interest, this typically excludes for-profit entities whose primary relationship with ICANN is as a domain name service provider, such as a registry or registrar, as well as from other groups whose interests may not be aligned with business users.

3.3. Credentials Committee

All membership applications will be reviewed by a Credentials Committee which shall comprise at least three paid-up members of the Constituency, appointed by the Officers (as defined in 4.2) for a term of up to two years, with re-appointments possible. In the event of any appeal the Credentials Committee will take all reasonable measures to establish the facts of the appeal, review these facts and the final decision will be certified by the Officers. A rejected applicant or appellant will be informed in writing of the decision including the rationale relevant to this Charter. A membership may be reviewed by the Credentials Committee if there is a change in the circumstances of the member that may impact on its qualification for membership.

3.4. Settlement of Fees

Once approved by the Credential Committee an applicant must settle membership fees quickly in order to participate in the Constituency. A successful applicant who fails to settle fees within 90 days of the date of the first invoice, at the discretion of the Officers, may be asked to re-apply.

3.5. Members’ Representative

A member shall designate one representative as the principal point of contact and for voting. That person is the only person ordinarily able to vote on behalf of the member. The designated representative must be either a director or employee of that member but not an affiliate or connected undertaking. An association member will ordinarily designate a staff member as its representative but may choose to designate a director or employee of one of its member companies, subject to annual notification.

A member may also appoint a voting proxy for a specific meeting of the Constituency. The proxy must fulfil the conditions above for the designated representative or be another member’s designated representative to the Business Constituency. Notification of a proxy must be made in writing to the secretariat 48 hours before the start of the meeting.

3.6. Discipline

At the request of at-least two paid-up members and following a thorough review by the Officers and the Credentials Committee, a member, who over a sustained period of time acts in conflict to this Charter, or who engages in acts which appear to be inappropriate for the stability, functionality or bona fide reputation of the Constituency, or who is or threatens to be a vexatious litigant, may have its membership terminated at the discretion of the Officers and the Credentials Committee.

4. Structure

4.1. GNSO Council representatives

As specified in the ICANN by-laws two or three designated representatives of paid-up members shall be elected by members as GNSO Council representatives to serve a two-year term. As specified in the ICANN by-laws, the regular term of one representative selected by the Constituency shall begin in an even-numbered year and the regular term of the other representative(s) selected by the Constituency shall begin in an odd-numbered year.

The representatives will act in the GNSO Council as representatives of and spokespersons for the Constituency and will collaborate with other members of the Council in pursuit of the mission of the Constituency.

In order to assure geographical diversity, no two Council representatives may be citizens defined by nationality of the same geographic region as defined from time to time within the ICANN bylaws. For information purposes there were five such regions in 2003: Europe; Asia/Australia/Pacific; Latin America/Caribbean Islands; Africa; North America.

The Constituency may appoint the designated representative of a member to fulfil the term of office of an elected GNSO Council representative following the resignation of the elected representative or in the event of a change in designated representative of a member. If either event should occur with more than six months remaining in his or her term, typically an election will be held.

4.2. Officers

The GNSO Council representatives shall be the Officers of the Constituency and fulfil the function of an executive committee. The Officers are tasked with fulfilling the Constituency mission via administrative supervision and co-ordination. The Officers will inter alia:

  • lead policy development in the Business Constituency;
  • propose issues for Rapporteurs and task forces (see 6.1, 6.2);
  • ensure notification of relevant ICANN or GNSO decisions to the Constituency;
  • chair BC meetings;
  • confirm appointments to any committees, task forces or other such representative roles and make any changes as appropriate over time;
  • select, and oversee the work of, a secretariat.
  • delegate to a moderator, typically the secretariat, the administration of a policy for Constituency e-mail lists.

4.3. Secretariat

There shall be a professional secretariat responsible for the day to day administration of the Constituency. Typically the following services, which may be changed by the Officers from time to time, will be provided by the secretariat:

  • web site hosting, design and updating
  • an e-mail list of members
  • membership fee administration and financial reporting
  • co-ordination of physical and telephone meetings

5. Elections

5.1. The election process for the representatives to the GNSO Council will be initiated by a nomination period of one week. Any paid-up member of the Business Constituency may nominate one person. This process (including receiving nominations, communicating nominations and publishing an overview of results) will be initiated and managed by the secretariat.

5.2. Immediately following the nomination period, the secretariat will open an election period of one week, during which it will receive votes from members of the Constituency electronically, typically via e-mail.

5.3. The winner(s) will be candidates receiving the largest number of votes.

5.4. In case of a tie a new election will be held among the nominees in the tie.

5.5. Depending on category BC members have 3, 2 or 1 vote(s). Votes are cast as a block and are not divisible. The secretariat will allocate votes cast according to category (as defined in article 8).

5.6. Proxy votes are allowed subject to written notification to the secretariat by the designated representative of the member after the nomination period and before the start of the voting period and subject to the proxy conditions of article 3.5.

5.7. Votes shall be counted and elimination made as follows.

  • Elimination 1: upon the completion of the initial ballot, all nominees from the same region as the person with the largest number of votes will be eliminated and that person is elected.
  • Elimination 2: from the resulting list, all nominees from the same region as the person with the largest number of votes in that new list will be eliminated and that person is elected.
  • Elimination 3: from the resulting list the person with the largest number of votes in that new list is elected.

6. Issue Management

6.1. From time to time the Officers shall appoint members as Rapporteurs (issue managers) to develop positions on relevant issues. This role involves drafting and consultation with the members and the officers.

6.2. From time to time the Officers shall set up committees or task forces to initiate positions on relevant issues or for membership sub-sets.

6.3. Wherever possible the Constituency will produce written positions on relevant issue

7. Policy development

The following procedure shall be used for developing written policy.

7.1. Authorship

The relevant Constituency working group Rapporteur will typically be responsible for preparing a first draft of a Business Constituency position or other paper and thereafter co-ordinating comments. However, any paid-up member of the Constituency is entitled to propose a position paper and, if there is sufficient support, be asked by the Officers to take on this role.

7.2. Consultation and approval where there is no disagreement

The draft position will be circulated for comment or posted on the web site. Members will be notified that there will be a 14 days’ period for comment. If no substantively opposing comments are received the position will be deemed approved.

7.3. Approval where there is initial significant disagreement

Members who seek changes to a draft should submit proposed language in writing. If there are at least 3 members who oppose a position a mechanism to discuss the issue will be provided by the Rapporteur with the assistance of the Officers. This may be an e-mail discussion, a conference call or discussion at a physical meeting. If the majority of discussion members support the draft position, the position will be deemed approved.

7.4. Approval where there is continued disagreement

Where the discussion mechanism indicates a split in the Constituency of more than 10% of the number of paid-up members, there will then be a vote (typically by e-mail) on the position. Only the designated representatives of members will be eligible to vote. Proxy votes are allowed subject to written notification to the secretariat by the designated representative of the member before the start of the voting period and subject to the proxy conditions of article 3.5. Only members who have settled their fees will be eligible to vote.

A position paper which has the support of at least a simple majority of 51% of the eligible votes in favour will be deemed adopted by the Constituency so long as the total number of members voting represents not less than a quorum of 51% of paid-up members. Where a quorum is not reached the Officers will decide whether a re-vote, re-thinking or publication of a minority position is required and the process will then repeat as appropriate.

7.5. Solidarity

When a member declares themselves as speaking in the capacity of a Constituency member (as opposed to simply speaking for themselves), members shall remain faithful to approved positions. While fulfilling their official role, the Constituency representatives to the GNSO Council will be required to support such positions en bloc.

7.6. Updates

From time to time updates may be needed to position papers. The Officers at that time will appoint a Rapporteur to co-ordinate the revision and the procedure above will be followed.

8. Membership Fees

The Business Constituency has the right to require membership fees. These shall be set by the Officers following consultation with the members from time to time in accordance with sound financial management, including an option of group membership schemes, and fall into three categories of declining price and voting eligibility.

Category 1: companies (which are not micro enterprises) - 3 votes; associations spanning more than one ICANN region - 3 votes.

Category 2: an association spanning one ICANN region - 2 votes.

Category 3: micro enterprises defined as companies which can demonstrate both less than 10 employees and a turnover of less than Euro 0.5 million - 1 vote.

The Constituency’s membership year is a calendar year. Members will be invoiced annually for fees. A member joining during the first six months of the year will be invoiced for that year at a monthly pro-rata. A member joining during the last six months of the year will be invoiced for the current year at a monthly pro-rata plus one full year for the following year. A member not paying a renewal demand shall lose all rights and benefits of membership on the 14th day following the date on which the second reminder invoice is sent. Members who lapse membership due to a failure to pay fees may be reinstated if payment is made within 45 days after the lapse. Beyond 45 days they will typically be required to re-apply.

 

*Guidelines
The Constituency has guidelines to help with the interpretation of the BC charter section 3.

Revenue. Applicants and members must be for-profit entities for which 50% or more of revenue is as "users or consumers" of domain name system products and services. The phrase "users or consumers" is intended to be distinct from "for-profit entities whose primary relationship with ICANN is as a domain name service provider, such as a registry or registrar" or a provider of services to registries and registrars. Applicants and members are required to state: the number of years they have been in business; the main source of business revenue;
and a description of their main customers eg. registries, registrars, business active in other types of domain name services, or other business activities. For transparency, applicants and members are also asked to inform if they are directors or employees of any other company providing registry or registrar services. 

Participation. Applicants and members are asked to declare whether the entity is a member of another GNSO constituency or will participate in ICANN policy formulation in ways other than their BC membership and its policy adoption process.  

Divisional separation. Applicants and members which do participate elsewhere are required to demonstrate that their BC membership will be divisionally oriented meaning that separate individuals will represent those divisions in ICANN affairs, and that the entity will only represent user or consumer perspectives within the Business Constituency.