- Category: (replace this text with one of the following categories: Administration/Budget, ccTLD, gTLD, IP, ICANN Structure, International Agreement)Topic: (replace this text with a keywords from title) ICANN Structures
- Topic: Articles of Incorporation Amendments
- Board meeting date: 21 November 1998
- Resolution number: 98.21, 98.22, 98.23
- URL for Board minutes/resolution: http://www.icann.org/en/minutes/minutes-21nov98.html
- Status: (replace this text with: Completed, Ongoing, Suspended)
Summary
(replace this text with the a one-sentence summary of the resolution)
Text
Esther Dyson explained that the primary purpose of the special meeting was to approve revisions of the Corporation's articles of incorporation and bylaws and to discuss the letter of transmittal that would accompany the revised bylaws. She said that the changes to the articles and bylaws that would be discussed reflected, with some modification and adjustment, the points raised in a conference call on Thursday, November 19, between the Board of Directors and Ira Magaziner, Beckwith Burr, Elliot Maxwell, and other representatives of the United States Government. She directed Joe Sims to review the proposed changes, which had earlier been transmitted to the Directors via electronic mail. The changes were discussed and voted on it turn.
Upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolutions:Amended Articles of Incorporation.
Text
RESOLVED [resolution 98.21], that Article 4 of the Articles of Incorporation is hereby amended to read in its entirety as follows:"The Corporation shall operate for the benefit of the Internet community as a whole, carrying out its activities in conformity with relevant principles of international law and applicable international conventions and local law and, to the extent appropriate and consistent with these Articles and its Bylaws, through open and transparent processes that enable competition and open entry in Internet-related markets. To this effect, the Corporation shall cooperate as appropriate with relevant international organizations."
RESOLVED [resolution 98.22], that Article 9 of the Articles of Incorporation is hereby amended to read in its entirety as follows:"These Articles may be amended by the affirmative vote of at least two-thirds of the directors of the Corporation. When the Corporation has members, any such amendment must be ratified by a two-thirds (2/3) majority of the members voting on any proposed amendment."
FURTHER RESOLVED [resolution 98.23], that the officers of the Corporation are hereby authorized empowered and directed to execute and deliver, in the name and on behalf of the Corporation, any and all documents required, and to perform any and all acts necessary to effect the amendment of the Articles of Incorporation, including, but not limited to the execution of the Certificate of Amendment of Articles of Incorporation and the filing of same with the California Secretary of State.
Implementation Actions
- (replace this text with specific Action Item) Execute Amendments
- Responsible entity: (replace this text with the responsible entity: ICANN department, ICANN Community Structure, Board, U.S. Department of Commerce)ICANN Staff
- Due date: (replace this text with Due Date)None provided
- Completion date: (replace this text with Date action was implemented, if different from due date)
- (replace this text with specific Action Item)
- Responsible entity: (replace this text with the responsible entity: ICANN department, ICANN Community Structure, Board, U.S. Department of Commerce)
- Due date: (replace this text with Due Date)
- Completion date: (replace this text with Date action was implemented, if different from due date)
- 1998
Other Related Resolutions
- (replace this text with links to related resolutions)
- TBD
Additional Information
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- Articles of Incorporation available at http://www.icann.org/en/general/articles.htm.
- No additional funding provided.
Explanatory text does not modify or override Resolutions. See Board Resolutions Page for more information.