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Duplicate of Draft AFRALO Bylaws for comments

Duplicate of Draft AFRALO Bylaws for comments

Owned by Laura Kolker
Last updated: Sept 08, 2010Version comment

Bylaws of the African Regional At-Large Organization

PDF Verion of this document: AFRALO_Bylaws_Draft1.pdf

Part A - NAME, LANGUAGE

1 Name, language

1.1 The Organization bears the name “African Regional At-Large Organization” (hereinafter
referred to as “The Organization”) and shall be registered as required by law.

1.2 The working language of the Organization is English.

1.3 Official communications between members and the Organization in general will be conducted
via electronic mail.

1.4 The official version of the Instruments of Organization of The Organization will be in English,
though translations into other languages may be made from time to time.

Part B - DEFINITIONS

2 Definitions

2.1 In these Articles of Organization the following abbreviations shall be understood as follows:

  • ALAC means the At-Large Advisory Committee according to the ICANN bylaws;
  • ALS means an At-Large Structure according to the ICANN bylaws;
  • Africa means countries and territories as defined in the ICANN Bylaws for the Geographic Region

of Africa as they may be amended from time to time;

  • ICANN means the Internet Corporation for Assigned Names and Numbers whose head office is based in Marina Del Rey, California, U.S.A.;
  • RALO means a Regional At-Large Organizations as defined in the ICANN bylaws;
  • Member means a member of The Organization;
  • AFRALO means the African Regional At-Large Organization.

Part C - AIMS AND PURPOSES

3 Purpose of the Organization

3.1 The purpose of the Organization is to consider and provide advice on the activities of ICANN,
insofar as they relate to the interests of individual African Internet users, especially with regard to
fostering consumer protection, human rights and civil liberties and to strengthening participation
rights in Internet policy decision making.

3.2 The Organization intends to be the RALO for Africa ("AFRALO") according to the ICANN
Bylaws and as defined in the MoU that creates the AFRALO.
The Organization and ICANN has signed a Memorandum of Understanding (MOU) concerning
their mutual rights and obligations in connection with operationalising the relationship provided in Article 4.1.

3.3 The purposes of the Organization shall be achieved by, inter alia:
3.3.1 Organising events and activities, and supporting those of others, to promote user
participation and bottom up approaches in ICANN and Internet governance processes;
3.3.2 Promoting dialogue concerning the public policy aspects of Internet governance;
3.3.3 Releasing Statements about policies and participatory structures concerning the Internet,
especially to ICANN, based upon the input of the members of the Organization;
3.3.4 Designating African members to ALAC or other ICANN bodies as appropriate and as
defined by the MOU with ICANN;
3.3.5 To contribute to ALAC policy positions for representation to the ICANN Board and
other policy-making bodies;

3.4 The Organization shall at all times act in an open, accountable and transparent manner and is
committed to cultural and geographic diversity and gender balance in its work internally and
externally.

3.5 The Organization shall pursue activities which are exclusively and directly for the benefit of the
internet-using public. It shall not act in any way which is primarily of economic benefit to itself, its
officers or Members.

3.6 The Organization’s funds may only be used for the purposes set out in these Articles of
Organization. Members shall not receive any of the The Organization’s funds simply by virtue of
their membership. No one may be the recipient of any of the funds of the Organization where such
receipt would be contrary to the purposes of The Organization or receive disproportionately large
payments for purposes otherwise allowable.

3.7 Unless otherwise determined by the General Assembly, all officers of The Organization shall
not be provided with a salary or otherwise recompensed for their work on behalf of the
Organization, except where expenses are incurred on behalf of the Organization’s business against
receipts for the same, or as provided in Section 9.6.

Part D - MEMBERSHIP

4 Membership

4.1 Members of The Organization shall consist of the following : organisations domiciled in Africa
and reconized by ICANN as ALS.

4.2 Membership shall be by application, in writing, in the form and containing the information
which the Board shall from time to time determine, and shall be signed.

4.3 The Board shall determine the criteria for membership, subject to review of the same by the
General Assembly, and the mechanism by which applications for Membership are approved, which
may also be reviewed by the General Assembly.

4.4 Members of other RALOs may not be members of The Organization.

4.5 The Organization will promote the formation of user groups and their accreditation by the
ALAC. Nevertheless, mechanisms will be maintained to ensure that the individual regional users
not integrated into ALSes can express their opinion on the development of ICANN policies.

5 Termination of membership

5.1 Membership shall be terminated upon:
5.1.1 Death (in the case of individual members if existing) or abolition, insolvency, or
dissolution (in the case of organizational members if existing),
5.1.2 Expulsion (as provided in Article 5.3 and 5.4)
5.1.3 Deletion (as provided in Article 5.2 and 5.3)
5.1.4 Voluntarily leaving the Organization.

5.2 Leaving the Organization occurs by written notification to the Board.

5.3 A member may be removed by decision of the Board. The member must be notified of his, her,
or its removal.

5.4 Membership may be terminated for any act which is contrary to the purposes of the
Organization if the Board so decides.

6 Rights and Duties of Members

6.1 Members are obliged to maintain an e-mail address and to communicate the e-mail address to
The Organization, as well as other details of his, her, or their particulars as the Board so decides.

6.2 All members are entitled to attend any meeting or event organised by The Organization.

6.3 The Organization will inform its members about its activities and programmes, especially via its
Internet page and its mailing lists.

6.4 Every member is obliged to inform The Organization without delay any changes of its
particulars.

6.5 The Organization is not responsible for damages resulting from undelivered communications
due to missing or incorrect particulars of Members that have not communicated changes as required
in this Article 6.

6.6 Each organisational Member of the Organization shall notify the Board, in writing, whether
electronic or otherwise, of which natural person shall be the primary point of contact for official
notifications required as a consequence of Membership. It shall be assumed that the said person
shall also be responsible for casting the votes of the Member in all the Organization’s business.
Such appointment shall be for any period of time the particular organization shall specify, and may
be revoked in writing, whether sent electronically or otherwise. An alternate, or alternates, may be
similarly designated.

Part E - FINANCIAL MATTERS

7 Funds of the Organization

7.1 The Organization’s Funds shall be made up of:
7.1.1 Membership Fees, as provided in Article 7.2;
7.1.2 Extraordinary Charges, as provided in Article 7.3;
7.1.3 Interest and Income from investments (if any);
7.1.4 Gifts and Legacies (if any);
7.1.5 Other sources of funds and financing, provided always that accepting the same shall not
conflict with the object and purposes of the Organization.

7.2 The Organization may require payment of an annual membership fee from members.

7.3 If the General Assembly so decides, additional fees may be required of members (an
“Extraordinary Charge”) for extraordinary needs or in order to resolve a shortfall in the funds of the
Organization.

7.4 The annual membership fee and the payment date as well as the same particulars for an
Extraordinary Charge shall be determined by the General Assembly.

7.5 The Board, and/or the General Assembly, may waive or defer membership fees and
Extraordinary Charges, all or part, in suitable cases.

Part F - STATUTORY BODIES

8 Bodies of The Organization

8.1 The Bodies of The Organization are the Board, the General Assembly (“GA”), the Secretariat,
and, if constituted, one or more Advisory Councils.

9 Board

9.1 The Board of The Organization shall consist of at least five members. The size of the Board
may be expanded reviewed by the General Assembly as it shall see fit. The GA elects at least one
chair person and a treasurer. The Board shall establish rules of procedure, which shall be generally
available and are subject to the review of the GA.

9.2 In order to enhance diversity of the Organization as provided in Article 3.4, at least five
members of the Board shall be:
9.2.1 nationals of different countries, and;
9.2.2 to the extent possible, from different regions of Africa, and;
9.2.3 to the extent possible, gender balance shall be sought.

9.3 The Board is responsible for all matters of The Organization, as far as they are not assigned to
other Bodies of The Organization. It is accountable to the General Assembly for all its actions and
decisions, without limitation. The board is particularly responsible for the following matters:
9.3.1 Preparation of and convening of the General Assembly as well as compilation of the
draft agenda, where the General Assembly decides to delegate either or both to the Board;
9.3.2 Implementation of the decisions of the General Assembly;
9.3.3 Compilation of the budget for the financial year for approval by the General Assembly;
9.3.4 Within six (6) months of the end of the financial year of the Organization, the Board
will approve or otherwise the accounts for the preceding financial year, said accounts to be
submitted to the relevant governmental agencies if required, as well as the General Assembly;
9.3.5 Within six (6) months of the end of the financial year of the Organization, the Board
shall submit a summary of the work of the Organization during the preceding year for review
by the General Assembly;
9.3.6 Dealing with applications for Membership as provided in Article 4;
9.3.7 Removal or expulsion of members as provided in Article 4;
9.3.8 Hiring and dismissing of employees in a secretariat - except where they are employed by
a third party.

9.4 In any matters of special importance to the Organization, the Board shall ask the advisory
council, where constituted, for a statement, and provide the same to the General Assembly.

9.5 Election and period of office of the Board
9.5.1 The members of the Board shall be elected by the General Assembly for a period of up
to two years, such term beginning with the date of election, renewable at the pleasure of the
General Assembly, for not more than two consecutive terms.
9.5.2 The first election after adoption of these Bylaws shall elect one-half of the members of
the Board for one year, and the other half for two years.
9.5.3 The Board remains in its position until successors are elected.
9.5.4 Any person may be elected to the Board, though nomination of candidates for the Board
is reserved to ALSes.
9.5.5 Where a member of the Board relinquishes his seat or becomes ineligible to continue
occupying his or her seat for any reason the board shall appoint a successor and notify the the
General Assembly by electronic mail of the appointment, which is subject to review by the
General Assembly.

9.6 Officers of the Board
9.6.1 The Chair of the Board, and a Vice-Chair, shall be elected by the Board subsequent to
the election of the Board, subject to 9.6.4, from amongst those Board members willing to
serve.
9.6.2 The Chair shall serve as the official representative of the Organization where such is
required, or where the General Assembly so designates.
9.6.3 The Chair shall act as the chair at all meetings of the Board. Where the Chair is
unavailable, the Vice-Chair shall preside.
9.6.4 The term of office of the Chair, and of the Vice-Chair, shall last for two years from the
date of their election.
9.6.5 The Board may create additional officer positions as may be required from time to time.

9.7 Meetings and decisions of the Board
9.7.1 The Board shall conclude the business of the Organization at meetings of its members;
9.7.2 Meetings shall be convened by an invitation from the chairperson. Where the chair is
unable so to do, the Board may designate another member of that body to invite the Board to
meet.
9.7.3 Notification of a meeting shall be sent not less than two weeks in advance.
9.7.4 Board meetings may take place in person, via telephone or videoconference or via the
Internet.
9.7.5 The Board shall form a quorum if two-thirds of the members of the Board are present or
participate via other means.
9.7.6 The Board passes resolutions by simple majority; where a tied vote results the
chairperson shall cast the deciding vote. Where the chair is unable to attend the vice-chair
shall cast the deciding vote.
9.7.7 The Board shall to the maximum extent possible operate via consensus.

10 Advisory Council

10.1 The Organization may establish one or more Advisory Councils as decided from time to time.

11 General Assembly

11.1 The General Assembly the senior body of the Organization and may review, without
limitation, any of the activities of the other Bodies of the Organization.

11.2 The General Assembly is composed of the representatives of the Members.

11.3 In the General Assembly each Member has one vote.

11.4 Only Members as at 30 days prior to the opening of a General Assembly shall be authorised to
vote.

11.5 The General Assembly is responsible, without limitation, for the following matters:
11.5.1 Approval of the budget for the next financial year, based upon the budget submitted to
it by the Board;
11.5.2 Reviewing the work of the Board, and of the Organization;
11.5.3 Where required to approve the actions of the Board;
11.5.4 Determining membership fees and the particulars related to any Extraordinary Charge;
11.5.5 Establishing Advisory Councils;
11.5.6 Election and dismissal of the Board and Advisory Councils;
11.5.7 Resolving to amend these Articles of Organization and the dissolution of the
Organization;
11.5.8 Nomination of honorary members;
11.5.9 Installation of the Secretariat and review of the working of the same.
11.5.10 Electing the ALAC members representing Africa. The selected representatives must
be members of different ALSes, must have their principal residence in different countries of
the region and their nationalities must be different. To the extent possible, gender balance and
regional balance within Africa shall be fostered.

11.6 An ordinary General Assembly of the Organization shall be held at least once per year.

11.7 The General Assembly shall fix the date and place of its meetings as a part of the work of each
meeting, said meeting to conform to the characteristics as provided in Article 11.9. Wherever
possible, a General Assembly shall be held in connection with each ICANN International Meeting
which is held in Africa. Where the General Assembly so provides, it shall be left to the Board to
convene the General Assembly by invitation to all members, at least one month in advance, said
invitation generally being made via electronic mail, which shall include at least the following, as
provided in Article 2:
11.7.1 The draft agenda, and;
11.7.2 The summary of the activities of the Organization, and;
11.7.3 The Accounts of the Organization, and;
11.7.4 The Draft Budget of the Organization.

11.8 The notification period for an invitation as provided in Article 11.7 commences from the day
after the invitation is sent to the whole membership. The invitation shall be sent to the last known
address of each member.

11.9 The General Assembly may take place via a physical meeting at a specific place, or via
electronic means, or via a combination of both. The details of the same have to be made clear in the
invitation. The means of holding the General Assembly shall ensure that all ALSes are able to
participate and on the same footing.

11.10 Any Member may submit an item for the agenda via e-mail by sending it to the Board at least
two weeks prior to the date upon which the General Assembly shall commence.

11.11 If the Board shall decide that an item submitted per Article 11.10 is frivolous, disruptive,
defamatory, or otherwise manifestly not appropriate, said item shall not be included on the draft
agenda, however, details of items submitted which are left out through operation of this Article
shall be provided to the Chair of the General Assembly upon election of the same for review.

11.12 The chairperson of the General Assembly must announce any new items received via the
operation of Article 11.10 at the beginning of the General Assembly , though he may omit items
excluded through operation of Article 11.11 as he or she sees fit.

11.13 The General Assembly shall determine whether or not items on the draft agenda shall be
modified, deleted, or further items added to the Agenda as part of its work, including whether or not
to consider any items submitted to it as provided in Article 11.10.

11.14 The General Assembly shall be chaired by the the Chair of the Board. The Vice-Chair shall
act as chair of the GA where the chair is unable to do so for any part of the General Assembly
session.

11.15 The nature of voting required for any matter will be determined by the chairperson of the
General Assembly, subject to the provisions in Article 11.18 and its Clauses. The vote must take
place via ballot if one third of the present Members request therefor. To the maximum extent
possible the General Assembly shall decide matters before it by consensus.

11.16 The General Assembly shall have a quorum if at least one third of the ALS members are
present or participating.

11.17 If the General Assembly is not quorate the Board is obliged to convene an additional General
Assembly not less than two weeks and not more than four weeks later with the same agenda; this
General Assembly shall have no requirement for a quorum, which shall be pointed out in the
invitation to such a meeting.

11.18 Resolutions of the General Assembly in general require the simple majority of those present
or voting; abstentions shall not count as a vote. Amendments of these Articles of Organization
require a majority of two thirds of all votes; to change the aim of The Organization or to dissolve
The Organization a majority of three fourths of all votes is necessary.
11.18.1 All voting shall be electronic in nature, and allow sufficient time for all Members to
record a vote on any matter. The mechanism for votes shall ensure that, to the maximum
extent practicable, duplicate voting, or voting by unqualified voters, shall be prevented.

11.19 The General Assembly may, at its pleasure, establish subsidiary bodies for special purposes
of whatever duration, composition, or for whatever purpose it shall determine.

11.20 For all elections in the General Assembly, candidates shall require an absolute majority of
votes of the participating members. If no candidate receives an absolute majority a run-off election
shall take place between the two candidates with the greatest number of votes.

11.21 Resolutions of the General Assembly shall be recorded in writing, which must be be signed
by the Chair of the Board.

11.22 Extraordinary General Assemblies
11.22.1 An Extraordinary General Assembly shall be convened by the Board, if the interests
of the Organization requires one, or where one tenth of the members of the Organization so
requests, in writing to the Board whether via electronic means or otherwise, stating the
objective and reason for it in the request, Where convened, such an Assembly shall operate in
all ways as provided in Section 11.

12 The Secretariat

12.1 A Secretariat may be appointed or engaged on a paid or unpaid basis by the Board in order to
handle the administrative requirements of the Organization.

12.2 The Secretariat may be permanently or temporarily authorised by the Board to deal with all
questions concerning the administration of the Organization with the exception of those questions
reserved by other Bodies of the Organization, unless said bodies shall from time to time delegate
such functions as they so desire, subject to statutory acceptability and best practice, to the
Secretariat.

12.3 As far as possible, the Secretariat’s staff should be representative of the region.

PART G - DISSOLUTION OF THE Organization

13 Dissolution of the Organization

13.1 For dissolution of The Organization three-fourths of all current members must give their
consent. This provision is without prejudice to the requirements of Clause 11.18.1.

13.2 Where the General Assembly does not decide otherwise, the Board shall appoint two
authorised liquidators.

13.3 In the event of the Organization’s dissolution its assets, if not otherwise decided by the
General Assembly, will pass to ALAC who must use the assets according to the purposes of the
then-current Articles of Organization.

13.4 The preceding rules shall apply also in the instance that The Organization shall dissolve or be
dissolved or otherwise cease operation.

Comments done by Tijani BEN JEMAA

1.2 The working languages of the Organization are French and English
4.3 The Board shall propose to the G.A. the criteria for membership and the mechanism by which applications for membership are approved.
5.1.1 what is an individual member?
5.3 A member may be removed by decision of the G.A. under a proposition of the board……
5.4 Membership may be terminated for any act which is contrary to the purposes of the Organization if the GA. so decides.
8.1 The Bodies of The Organization are the General Assembly (“GA”), the Board, the Secretariat, and, if constituted, one or more Advisory Councils.
9.3.6 Dealing with applications for Membership and removal or expulsion of members as provided in Article 4
9.3.7 to be removed
9.5.5 How shall the board appoint a successor for a member of the Board that relinquishes his seat or becomes ineligible to continue occupying his seat for any reason?
9.7.2 Meetings shall be convened by an invitation from the chairperson. Where the chair is unable so to do, the vice chair invites the Board to meet.
11.5.8 I don’t find any reason to have honorary members
11.9 …... The means of holding the General Assembly shall ensure (is it an obligation) that all ALSes are able to participate and on the same footing
11.11 If the GA shall decide that an item submitted per Article 11.10 is frivolous, disruptive, defamatory, or otherwise manifestly not appropriate, said item shall not be added to the draft agenda.
11.12 The chairperson of the General Assembly must announce any new items received via the operation of Article 11.10 at the beginning of the General Assembly, though he may omit items excluded through operation of Article 11.11.
11.16 One third is too few. It must be half.
11.18 Why abstentions shall not count as a vote?
11.18.1 Why all voting shall be electronic in nature?
11.20 the relative majority is enough for the election.

contributed by guest@socialtext.net on 2009-03-31 14:46:16 GMT