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Approved by NPOC: 9 May 2022
In effect: June 2024
Received by ICANN org 9: February 2021
Received by ICANN Board OEC: 26 July 2022
Public Comment Proceeding: 4 October 2022 to 14 November 2022
Public Comment Summary Report: 19 December 2022
Approved by ICANN Board: 2023 @ ICANN 78
Website: https://npoc.org/
Resources:

• ICANN Bylaws
• GNSO Operating Procedures
• NPOC Operating Procedures
• WS2 Rec. 6 Gap Analysis

Section 1: Mission

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1. The NPOC will consist of:
   1. Membership
   2. Executive Committee (EC)
   3. Policy Committee (PC)
   4. Other committees
      1. The NPOC EC may create additional committees at its discretion in accordance with the NPOC Operating Procedures.

2. Membership

1. Eligibility Criteria
   1. Eligible Entities
      1. NPOC Members (“Members”) shall comprise not-for-profit organizations. NPOC requires organizations to be a registered legal entity, unless in exceptional circumstances, the EC allows an unregistered entity to become a Member on a case by case basis.
      2. Members will have been accepted for membership by the NCSG.
   2. Ineligible Entities
      1. The following is a non-exhaustive list of organizations that are not eligible to join NPOC:
         1. Commercial entities;
         2. Organizations that provide services under contract or Memorandum of Understanding with ICANN;
         3. Political organizations whose primary purpose is to hold government office and/or elect government officials; and
         4. Individuals or entities that represent governments or government departments in any way or in any capacity in ICANN.
2. Application Process
   1. NPOC shall publish its membership application process as outlined in the NPOC Operating Procedures.
   2. The NPOC membership application process shall include an appeals mechanism.
3. Requirements
   1. It is required that each Member:
      1. Fully subscribes to the NPOC mission;
      2. Agrees to instruct its Organizational Representative (OR) to provide consensus perspectives and recommendations to NPOC that have been developed internally; and
      3. Is a registrant of a domain name.
   2. Conflicts of Interest
4. Categories
   1. Members will be assigned to one of two categories for voting purposes:
      1. A Member shall be classified as a “large organization” in Category 1 with three votes if it has:
         1. more than 25 employees, or
         2. more than 250 individual members, or
         3. more than five organizational members.
      2. A Member shall be classified as a “small organization” in Category 2 with two votes if it does not qualify for Category 1.
5. Administration
   1. NPOC shall publish its Membership list.
   2. NPOC Membership does not expressly or implicitly imply any endorsement or approval by NPOC of the mission or activities of the Member.
6. Organizational Representative
   1. Each organization, in its application for NPOC membership, shall appoint one representative to serve as its principal point-of-contact. The Organizational Representative (OR) is authorized to:
      1. Represent the organization;
      2. Speak publicly on behalf of the organization within NPOC; an
      3. Vote on behalf of the organization.
   2. The OR may appoint a proxy for a general meeting of NPOC. Notification of the proxy must be made in writing to the EC at least 48 hours before the start of the meeting. The appointed proxy must fulfill the eligibility conditions for the appointment of an OR, or be another NPOC Member OR. An Alternative Representative (AR) formally designated according to Section 2.2.f.v, when serving in the capacity of OR, is assumed to be registered as a voting proxy, and therefore is not required to pre-register.
   3. A Member may change its OR at any time by providing the EC with the name of the new OR.
   4. A replacement OR appointed by a Member does not assume any elected or appointed office within NPOC held by the prior OR. The EC will fill any office vacancy created by a departing OR.
   5. Alternative Representative
      1. A Member may designate one AR to NPOC pursuant to the procedure for appointing an OR set forth in Section 2.2.f.i. Except when acting as the proxy for the OR as provided in Section 2.2.f.ii, the AR may not vote on behalf of the Member, but may otherwise participate in NPOC discussions, meetings, committees, teams, and working groups.
   6. Eligibility of Representatives
      1. The following individuals are ineligible to serve as the OR or AR of their organization:
         1. An individual who holds voting power in another constituency, stakeholder group, or on the ICANN Board, except those in the NCSG.
         2. An individual who holds any form of permanent or temporary paid position with ICANN, including independent contractors who have served ICANN in paid positions within the last six months. If such an individual is identified at any time by any NPOC Member EC member, then the Chair shall provide notice to the Member requesting a replacement OR, AR, or proxy who satisfies the criteria in
            Section 2.2.f.ii. If such a replacement is not named at least seven calendar days prior to any vote or election, the NPOC Member will be ineligible to participate in that vote or election.
      2. Members should consider diversity criteria when appointing an OR or AR.
7. Additional Contacts
   1. A Member may request that up to five additional contacts be subscribed to NPOC email and/or distribution lists for information purposes.
   2. Additional contacts may not vote on behalf of the Member, but may participate in NPOC discussions, meetings, teams, committees, and working groups.
8. Rights and Responsibilities
   1. A Member shall have the right to:
      1. Vote in all NPOC elections, including, but not limited to officers and amending the this Charter;
      2. Run for or nominate another Member for election;
      3. Have access to NPOC resources such as mailing lists, calendars, timely notice of NPOC meetings, work sessions, requests for volunteers, policy development work, and other important NPOC matters affecting the Members;
      4. Participate in NPOC discussions on administrative and policy matters for which notice is provided.
      5. Submit agenda items for NPOC and other meetings; and
      6. Request NPOC financial information.
   2. To be eligible to nominate candidates, vote in NPOC elections, and propose amendments to this Charter, the Member must have been an active Member.
   3. Upon request, a new OR will be assigned a mentor by the EC to answer questions, offer guidance, and provide direction.
   4. Members are entitled to apply for funding to attend ICANN Public Meetings or other Internet policy-related meetings.
      1. All travel funding requests will be reviewed and decided by the
         EC.
      2. To be eligible to receive travel funding, an individual must:
         1. Belong to an active organization;
         2. Play a role in supporting one or more currently ongoing NPOC activities;
         3. Provide a reason for the travel funding request;
         4. Present their travel funding request to the EC in a timely manner, which may vary depending upon the source of the funding;
         5. Submit a brief report within 30 days after each funded event describing outcomes and how the travel benefitted NPOC.
9. Dues
   1. NPOC reserves the right to require membership dues as outlined in the NPOC Operating Procedures.

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