APPLICATION FOR THE FORMATION OF THE DOMAIN NAME SUPPORTING ORGANISATION

February 5,1999

Attention: Esther Dyson, Michale Roberts, Geraldine Capdeboscq, George Conrades, Greg Crew, Frank Fitzsimmons, Hans Kraaijenbrink, Jun Murai, Eugenio Triana, Linda S. Wilson

To the ICANN Board of Directors:

The undersigned groups, companies, and individuals (the "Applicants") are pleased to submit this application to the Internet Corporation for Assigned Names and Numbers ("ICANN") to form the Domain Names Supporting Organization ("DNSO").

After considering the principles in the United States Government's June 5, 1998 Statement of Policy (the "White Paper") and the strictures of the Memorandum of Understanding Between the U.S. Dept. of Commerce and ICANN (the "DOC MOU"), the Applicants believe that the Supporting Organization described by this Application and the attached DNSO Bylaws meets the requirements of ICANN and the United States Government by providing an open, transparent and bottom-up supporting organization that fairly reflects the global and functional diversity of Internet users and their needs.

The Applicants have approached the creation of a Supporting Organization with the twin goals of providing ICANN with substantive expertise on technical and policy issues while also providing an opportunity for bottom-up contribution and comment from the many interests, both dynamic and diverse, regional and functional, that comprise the growing Internet community.

The Applicants actively participated in the dialogue on the creation of the DNSO and regret that they were unable to reach a consensus with either of the known groups that are submitting drafts. The Applicants believe that one draft is not sufficiently "bottom up" in management style to meet the requirements of the White Paper, and the other provides overly restrictive veto power of policy recommendations to one constituency. This proposal is a true compromise.

The best reflection of the Applicants' approach to the creation of the DNSO is the Bylaws, which are included with this Application. These Bylaws reflect a fully formed conception how this DNSO will gather and synthesize suggestions and criticisms from the worldwide Internet community and how it will form these into policy recommendations. These Bylaws have the appropriate structure, policy recommendation process, and open and transparent mechanisms to serve ICANN well in its supporting role.

The Applicants' proposed DNSO is managed by a diverse group of individuals from constituencies that fairly reflect the technical, professional and individual interests in the policy of the Domain Names System ("DNS"). These internationally diverse individuals will form the Names Council contemplated by the ICANN Bylaws and will come from a broad group of constituencies, including registries, registries, trademark Interests, public Interest organizations, internet service providers ("ISPs"), and other interests. The Names Council will be managers of a bottom-up policy recommendation process that will take place in the DNSO's General Assembly.

While the Names Council provides equal, balanced representation from functional areas and DNS interest groups, the General Assembly will allows all of these interests, and others that may develop over time, to have an open and public discussion on DNS policy. It allows debate to cross constituency lines and forge consensus from disparate voices representing different industries and interests.

The open nature of the General Assembly allows the Names Council to observe distinctions between majority and minority voices and to more accurately gauge support for proposed policies. The Applicants also believe that an open forum will provides a fertile environment for fostering creative solutions and innovative policy recommendations from the diverse Internet community. These are voices that might otherwise be lost in a pure, constituency-based equal representation system. Membership in the General Assembly will be open to anyone who wishes to join.

As noted below, the General Assembly model ensures that the policy recommendation process meets both the White Paper's requirement that policymaking "reflect the bottom-up governance style that has characterized development of the Internet to date" (White Paper, "Principles for a New System") and the DOC MOU's requirement that ICANN's private coordinating process "reflects a system of bottom-up management." (DOC MOU, Section II.C., "The Principles.") Indeed, this bottom-up policy recommendation process is at the heart of the Applicants' proposal.

Whether requested by ICANN or acting upon its own initiative, the DNSO Names Council or 5% of the General Assembly can initiate the policy review process that is described in detail in Section 5 of the attached Bylaws. This process begins with the creation of a Research Committee, balanced in its composition, and ends with a Report and Recommendation that represents the considered and researched opinion of the DNSO.

After the Research Committee is formed, its initial task is the formulation of an Issue Statement that fairly frames the issue on which a policy recommendation is requested. The General Assembly then provides its thoughts, proposals, and suggested solutions in a public forum. The Research Committee will distill the comments from the General Assembly into a draft report that will be published for open comments and public hearings. This review process continues through two more iterations, each time refining its policy recommendation and moving closer to consensus.

When a Research Committee has completed its Report Recommendation, it is forwarded to the Names Council, where it is accepted, rejected, or returned to the committee. Reports and Recommendations are approved and forwarded to the ICANN Board upon a two-thirds vote of the Names Council. If approved, the Names Council will forward a detailed, well-researched, implementable policy recommendation to the ICANN Board.

In crafting this DNSO model, the Applicants have been sensitive to the strictures of ICANN's agreements with the U.S. Government (the DOC MOU) and the principles embodied in the White Paper. Specifically, both documents state that the following are guiding principles for ICANN: (a) Stability, (b) Competition, (c) Private, Bottom-up Coordination, and (d) Representation.

* Stability. Uncertain or changing DNS policy or inadequate implementation of that policy will lead to instability on the Internet. To ensure that policy is certain and implementation is possible and effective, the Applicants have taken a number of steps. First, seats on the Names Council are guaranteed for persons in those industries responsible for implementing DNS policy (including Registries, Registrars, and Internet Service Providers). Second, procedures are available to individuals and companies that believe a draft policy recommendation is counter to the interests of the Internet or not possible to implement. The Applicants' also believe that new policy recommendations should be made deliberately and thoughtfully through the Research Committee process, as hastily considered suggestions may have a destabilizing effect if reversed or modified after implementation.

* Competition. The Applicants' proposal provides all interests an opportunity to impact the development of DNS policy equally. It neither provides a boost to emerging competitors nor allows established companies to become entrenched and immune from market forces. No single company or industry has a veto over policy that is otherwise supported and in the best interests of the DNS.

* Private, Bottom-up Coordination. The General Assembly assures that no opinion will be missed and that no voice will be filtered through a representative or industry trade group. A hallmark of the internet has been its amazing ability to allow anyone to impact policy development through grass roots activism. The Applicants have exploited this new medium and honed this grass roots activism through the creation of the General Assembly. Professional interests and industry expertise are guaranteed through the Research Committees, but the Applicants believe that the truly novel, creative solutions will come through the General Assembly.

* Representation. The Applicants' proposal provides a balanced Names Council from ten important constituencies with an interest in DNS policy, and the General Assembly provides an open forum for all to discuss their concerns, without regard to constituencies or professional affiliations. The General Assembly also ensures that the voices in the policy recommendation process mirror the voices on the internet itself. They will be global and functionally diverse.

* * * * * *

What the Applicants below present is a DNSO for everyone. For those established interest groups that have invested in the Internet and have a clear monetary stake in the outcome of DNS policy, this model provides a place for them to make their views known and have a voice in DNS policy. For those individuals and companies impacted by DNS policy and who care about its development, there is a place for them as well. And for those gestating and as yet unknown entities that will have a stake in the Internet's bright future, there is a place for them to speak and perhaps coalesce into new constituencies, representing new, previously unheard voices.

This is a DNSO that no one will own and that cannot be captured by any special interest group. It is a DNSO that will provide expertise and thoughtful policy recommendations and in which ICANN can place its trust, assured that DNSO Reports and Recommendations meet high technical standards while also enjoying broad support from the Internet Community. It is flexible and responsive. It is a DNSO that can meet the changing needs of both ICANN and the Internet community.

The Applicants submit this application confident that the bottom-up processes that have served the Internet to date will continue to serve ICANN well and are appropriate, and in fact required, for the DNSO.

We thank the Board for its consideration.

Respectfully submitted,

Association of Internet Professionals

Open Root Server Confederation

….OTHER SUPPORTERS…

1.0 INTRODUCTION

The name of this supporting organization shall be "The Domain Name Supporting Organization" (hereafter, "DNSO"). It shall be established by resolution of the Board of Directors of ICANN and shall become a functioning part of ICANN. These Rules provide guidance for the operation and management of the DNSO.

The DNSO is a consensus based policy advisory body within the Internet Corporation for Assigned Names and Numbers ("ICANN"). The DNSO structure is based on a General Assembly, and a Names Council with a set of constituencies. The objectives for DNSO are as defined in article VI of the ICANN bylaws; that is, to develop and recommend substantive policies and procedures regarding TLDs, including operation, assignment and management of the domain name system and other related subjects.

The proposed DNSO will not be a legal entity in its own right, but will be a component of the ICANN Corporation. It will be an advisory body rather than a decision making body, without operational responsibility and with a minimal budget (which the organizers believe should be funded by ICANN, but which could be funded through nominal dues to members). The DNSO shall have no role in funding ICANN.

Entities and individuals may participate in the DNSO work, and they are invited to do so.

2.0 MEMBERSHIP

2.1 Membership.

It is expected that ICANN will have individual and corporate and organizational membership. Any ICANN member with expertise or interest in domain name issues may join the DNSO General Assembly by submitting a membership application.

2.2 The General Assembly.

The General Assembly is an open body of individuals and corporations and organizations with a knowledge of and an interest in issues pertaining to achievement of DNSO objectives, who are willing to contribute time, effort and expertise in DNSO work items, including discussion of work items, work item proposal and development, draft document preparation, participation in working groups and steering committees. The General Assembly is an open, consensus based assembly, process oriented rather than member oriented. General Assembly conference costs shall be covered by an equitable charge on attendees and conferences and meetings shall be held online whenever possible.

2.3 Constituencies.

The constituencies described herein are an initial set of constituencies. Further constituencies may be created, deleted or merged based on Section 3.2 of these bylaws. The constituencies are:

2.4 The Names Council.

The Names Council is the Steering Committee for the DNSO, elected throughout the constituencies from the General Assembly as described below and responsible for facilitation, administration and management of consensus building for each of the DNSO processes. Consensus based and researched and documented DNSO policy and standards proposals shall be forwarded to ICANN through Names Council recommendations. The Names Council shall conduct its business and hold election for its members in accord with the provisions set forth below.

2.5 One Vote.

Each member of the General Assembly shall be entitled to one vote.

2.6 Resignations.

Any member may resign its membership at any time.. Resignation shall take effect immediately unless some other date is specified. The acceptance of a resignation will not be necessary to make it effective.

3.0 THE NAMES COUNCIL

3.1 Overview and Purpose.

The Names Council shall facilitate cooperation and consensus on policies regarding the Domain Names System and related subjects, and, in accordance with Article VI, Section 3(a)(ii) of the Corporation's Bylaws, the Names Council shall forward recommendations on such subjects to the Board of ICANN. The Names Council shall seek input and review of any proposed recommendations from all Members. The processes of the Names Council shall be open and transparent and non-discriminatory.

3.2 Composition.

The Names Council shall be selected by means of the following process:

1. Members of the General Assembly shall self-organize into diverse constituencies. No member shall be a member of more than one constituency.
   
2. Additional constituencies beyond those listed in 2.3 above shall be recognized based on the following criteria:

1. Each recognized constituency shall select three (3) members to sit on the Names Council, no two of whom may come from the same region (as defined in the ICANN bylaws).
   
2. In the event that the Names Council so selected does not include a member from any particular region, where a region is defined as a continent, members of the General Assembly resident in such region shall select an additional Names Council Member from such region.
   
3. Following recognition of the initial constituencies, additional qualifying constituencies shall be recognized by the Names Council. Otherwise, recognition, deletion and merger of constituency shall be effected by fair procedures established by the Names Council.
   
4. Members of the Names Council shall be subject to recall by a two-thirds vote of the members of the constituency that selected them.

3.3. Term of Office of Names Council Members.

Names Council representatives shall be elected by their constituencies and terms of office shall be staggered for continuity. The term of office shall normally be of three years.

One-third of the membership of the initial Names Council must retire after one year in office, and another one-third of the membership after a second year. The rotation of members selected by particular constituencies shall be determined by the number of votes received. The person receiving the most votes shall be elected to fulfill the three-year term, the person receiving the next highest number of votes shall be elected to fulfill the two-year term, and the person receiving the third highest number of votes shall be elected to fulfill the one-year term.

3.4 Chair of the Names Council.

The Names Council chair will be selected by the Names Council at or before the first meeting in each year after a Names Council election; when selected the chair would lose his or her personal vote in the Names Council To ensure fair voting, Names Council chair would only have a casting (tie-breaking) vote. The Chair of the Names Council shall act as the Chair of the General Assembly.

3.5 Conduct of Business.

The Names Council shall meet regularly on a schedule determined by its members, but not less than 4 times per year. Unless otherwise provided, a majority vote of the members attending a Names Council meeting at which a quorum (consisting of two thirds of the Name Council Members) is present or otherwise enabled to vote shall be sufficient for the conduct of its business.

3.6 Meeting Forums.

At least once a year, the Names Council shall meet in person at a location agreed by its members. All other meetings of the Names Council may take place in person, by telephone, video, internet, any other efficient form of electronic conferencing, or by a combination of the aforementioned modes of communication.

3.7 Meeting Minutes.

At each meeting, the members of the Names Council shall appoint a scribe to take notes and prepare minutes of the meeting. Subject to the provisions of Paragraph 3.9 below, the Names Council shall post minutes of its meeting to the DNSO web site within 2 business days after the meeting has concluded.

3.8 Open Meetings.

Subject to the provisions of Paragraph 3.9 below, all meetings of the Names Council shall be open to all DNSO members. Members will be welcome to observe in-person meetings and, to the extent technically and financially practicable, listen to all other meetings.

3.9 Names Council - Voting on Record

The Names Council shall record in its minutes the position and expressed views of every Names Council member on every Names Council action.

3.10 Executive Sessions of Names Council.

When necessary and appropriate to protect the confidentiality of any matter before it, the Names Council can elect to hold an Executive Session, which shall be closed to all persons other than Names Council representatives. By way of example and not by way of limitation, it may be appropriate for the Names Council to hold Executive Sessions to discuss personnel matters. In any such case, the general subject matter of such a closed session, and the rationale for holding the discussion in private, shall be disclosed.

3.11 Names Council Meeting Attendance Requirement.

In order to ensure a continuously active Names Council, elected members who miss either (a) three consecutive Names Council meetings or (b) more than 25% of the meetings in any single year, shall be dropped from the Names Council in the absence of extenuating circumstances. In the event that a member is dropped, the constituency shall choose a new representative.

3.12 Conduct of Names Council Meetings.

Robert's Rules of Order (Revised), or for electronic meetings such similar rules as shall be selected by the Names Council, shall govern the conduct of Names Council meetings..

4.0 NOMINATION AND ELECTION OF ICANN BOARD MEMBERS

4.1 Elections Committee.

The Names Council shall appoint an Elections Committee each year, which shall consist of a Chair and four or more members of the General Assembly, not more than half of whom may be sitting members of the Names Council. The Elections Committee shall oversee the election of the DNSO's representatives on the ICANN Board of Directors and provide such other assistance as requested by the President.

4.2 Nomination by Petition.

The Elections Committee Chair shall call for nominations by petition for the ICANN Director positions from the General Assembly in an e-mail to all members and in an announcement posted on the DNSO web site. The announcement will include procedures for nominations by petition and will be made at least 30 days prior to the mailing or distribution of ballots. A petition nominating a DNSO member meeting the eligibility requirements and supported by the identifiable signatures of at least 50 members of the General Assembly shall automatically place that member's name on the slate of nominees, provided such petition is received by the Elections Committee Chair within 30 days after the call for nominations. Such petitions must be submitted with the knowledge and agreement of the nominee.

4.3 Election Procedures

In the case that more candidates are proposed than there are vacancies for DNSO nominations to the Board, the positions will be filled using a method such as single transferable voting as selected by the Names Council. The DNSO nominees to the ICANN Board will have staggered terms of office to ensure continuity. Election to the staggered terms shall follow the method set forth in Section 4.6 below.

4.4 Eligibility.

Any member of the General Assembly in good standing, not serving as a member of the Names Council or the Elections Committee and not otherwise disqualified, is eligible for election to the ICANN Board of Directors.

4.5 Ballots and Voting.

The Elections Committee Chair shall provide the names of the nominees, biographical overviews, and individual position statements for preparation, mailing, and tallying of ballots to all members of the General Assembly. The Elections Committee shall use whatever means it deems appropriate and accurate to distribute, collect and tally ballots.

4.6 Election.

The candidate(s) receiving the highest number of votes shall be elected to fill the DNSO seats on ICANN's Board of Directors. For the initial election, the person receiving the most votes shall be elected to fulfill the three-year term, the person receiving the next highest number of votes shall be elected to fulfill the two-year term, and the person receiving the third highest number of votes shall be elected to fulfill the one-year term.

4.7 Notification of Election Results.

Immediately upon receiving the election results, the Elections Committee Chair shall notify all candidates, the DNSO's Officers, Names Council members, the membership of the DNSO, and the Chair of ICANN's Board of Directors.

4.8 Removal of Board Members.

If, in the opinion of the Names Council, a member of the ICANN Board elected by the DNSO is no longer capable of fulfilling his or her responsibilities, or is no longer operating in the best interest of the DNSO, the Names Council may, by 2/3 vote, call a Special Referendum of the Membership asking for removal of that Board member. Such a Special Referendum may also be called by means of a petition signed by at least 25% of the members of the General Assembly. If 2/3rds of the General Assembly votes cast favor removal, and that a quorum of at least ten percent of the membership of the General Assembly have voted, the Board Member will then be removed.

In the event of removal of one or more DNSO elected members of the ICANN Board, the Names Council will appoint one or more members (who is/are not also currently serving on the Names Council), as a temporary measure. A 2/3 vote of the Names Council shall be necessary for such appointment. The Names Council will then immediately seek nominations from the General Assembly or a replacement to serve out the remainder of the removed Board member's term. No Board member who has been removed will be eligible for nomination. A Special Election of the Membership shall be held as soon as practicable from the nominees submitted to the Names Council.

5.0 RESEARCH PROCESS

5.1 Reports and Recommendations.

When requested by ICANN or upon its own initiative, the DNSO, through the Names Council, shall submit to ICANN a Report and Recommendation which shall contain the policy recommendations of the DNSO. The process for initiating consideration of a specific issue may be begun at the request of any three members of the Names Council or by means of a petition signed by at least 5% of the members of the General Assembly. Reports and Recommendations made by the DNSO to ICANN shall be made by the process set forth in this Section 5.

5.2 Research Committees.

For each matter upon which the DNSO begins consideration with respect to a recommendation to ICANN, there shall be a Research Committee which will consider the relevant issues, research the ramifications of particular actions or inaction, review the comments and criticisms received by interested individuals and experts, hold hearings on the issues before it (unless there is a consensus among the members of the Research Committee that such hearings are not necessary), attempt to reach consensus on the correct resolution of the issue, and draft and revise any Report and Recommendation.

5.3 Composition of Research Committees.

Each Research Committee shall be composed of General Assembly members including at least two members of the Names Council not from the same constituency and members of the General Assembly. In selecting members of a Research Committee, the Names Council shall be guided by the need to ensure regional diversity and the desire for professional and business experience, technical expertise, and insights from affected parties on the matters presented.

5.4 Expansion of Research Committee Membership.

If, at any time, the members of any Research Committee feel that they need additional expertise or counsel on the issues before them, they may, in their discretion and by a majority vote of the committee's members, expand their membership by adding new committee members from the General Assembly or from outside the DNSO with the requisite experience or background.

5.5 Issue Statement.

After its members are appointed, each Research Committee shall meet to discuss the issue(s) with which it has been presented, prepare a timetable for the drafting of, and comments and revisions to, the Report and Recommendation, and draft an Issue Statement. The Issue Statement shall fairly frame the issue(s) on which the Report and Recommendation shall be made to ICANN, and whenever practicable, provide an overview of various positions and possible outcomes. The Research Committee shall promptly post its proposed timetable and Issue Statement to the DNSO website and invite comments from the General Assembly.

5.6 Comment Period and Open Meeting.

The Research Committee shall review all comments submitted in response to the Issue Statement and shall schedule an Open Meeting of the General Assembly at which interested persons can make additional statements and discuss the issues presented with the Research Committee. Notice of the Open Hearing shall be posted on the DNSO web site at least 30 days in advance, and the Research Committee shall endeavor, to the extent feasible and practicable, to permit participation by telephone or videoconference. The Research Committee may hold additional Open Meetings, if warranted.

5.7 First Request for Comments.

The Research Committee shall review all comments submitted in response to the Issue Statement and consider the statements made and discussions held at the Open Hearing and shall draft a Report and Recommendation containing the tentative conclusions of the Research Committee, along with a detailed statement of reasons why it has reached its tentative conclusion. This draft Report and Recommendation shall be posted to the DNSO website in the form of a "First Request for Comments."

5.8 Fair Hearing Petition.

If, after the First Request for Comments is published, any person, corporation, or organization (the "Petitioner") feels that the proposal outlined by the Research Committee places an unfair burden on the Petitioner's personal, business or organizational interests, the Petitioner may request a Fair Hearing. Each Petition for a Fair Hearing shall include (i) a detailed statement of the harm that would be caused if the proposal contained in the Request for Comments was adopted as policy; (ii) a specific reference to the language in the Request for Comments that would lead to the alleged harm; (iii) a specific proposal for new or modified language that would alleviate or minimize the alleged harm; and (iv) a statement of the Petitioner's professional or business interests that would be impacted in any way by the adoption of its proposed language. The Research Committee may either adopt the Petitioner's suggested language or hold a Fair Hearing.

5.9 Fair Hearing.

A Fair Hearing required by Section 5.8 shall allow the Research Committee and the Petitioner, its representatives and supporters to discuss and debate the issues raised in the Fair Hearing Petition. Fair Hearings shall be open to all DNSO members. The purpose of the Fair Hearing shall be to seek consensus on the issues raised. After a Fair Hearing has been held, the Research Committee shall report on the DNSO web site whether consensus was reached, and if so, what was agreed by those present. Fair Hearings shall be open in the same manner as Names Council meetings.

5.10 Implementation Preview.

In addition to filing a Fair Hearing Petition, any member of the Registry, Registrar or ISP constituency which may be required to implement a proposed policy pursuant to a contract with ICANN may ask, after the First Request for Comments is issued, that such proposed policy recommendation undergo an implementation preview from the registries. The Names Council shall establish an implementation preview process that will determine whether a substantial plurality of those registries which vote to support such implementation or are or will be contractually committed or able to do so. Policies that do not meet this criteria may be forwarded to ICANN by the DNSO, but only if the Names Council specifically informs the ICANN Board that the policy has not passed the implementation preview, along with the details of the results. Those participating in the implementation preview shall collaborate to submit a timely report on their actions and views, including a record of the vote of each member of the constituency, to the Names Council, and if necessary, this Report will be forwarded to the ICANN Board with any proposal which has not passed the implementation preview.

5:11 Further Review of Changes

Whenever a proposal has been changed as a result of the preceding processes, any changes resulting from such processes shall be republished on the DNSO website subject to review under the prior provisions of this section. If the members of the Research Committee believe that additional iterations of drafts, requests for comments, and/or public hearings would be beneficial, they may be added by appropriate notice and posting to the DNSO website.

5.12 Report to the Names Council.

After reviewing all comments submitted in response to a proposal, the Research Committee shall prepare a Report and Recommendation for the Names Council. This Report and Recommendation will be posted promptly to the DNSO web site.

5.13 Names Council Action.

After a Report and Recommendation is submitted to it, the Names Council shall reach a judgment as to whether or not there is a likelihood of consensus in the General Assembly in support of the proposal. In such case, the Names Council shall submit a Report and Recommendation to the General Assembly membership for ratification; if this is done, the Report and Recommendation shall be forwarded to the Elections Committee Chair, who shall arrange for a ratification vote. A Report and Recommendation shall be deemed ratified by the DNSO General Assembly if two-thirds of those casting ballots vote in favor of the Report and Recommendation. Each Report and Recommendation ratified by the General Assembly shall be forwarded by the Names Council to the ICANN Board and shall include the full research record.

6.0 ACCESS TO INFORMATION

6.1 Minutes and Reports.

The DNSO shall publish, at least annually, a report describing its activities. Draft minutes of all DNSO meetings shall be published no later than 48 hours. The Names Council at its next regular meeting will formally approve minutes. All minutes, meetings, materials, and communications of the DNSO (and any committees thereof) shall be made publicly available immediately following approval by the Names Council.

6.2 DNSO Web Site.

The Names Council shall post on the public World Wide Web Site:

(a) Periodically a calendar of scheduled meetings for the upcoming year and (b) in advance of each DNSO meeting or policy-recommendation proceeding, a notice of the fact and time that such meeting or proceeding will be held and, to the extent known an agenda for the meeting. If reasonably practicable the Names Council shall post notices of special meetings of the DNSO and of the Names Council at least fourteen (14) days prior to the meetings.

6.3 On-line Participation

To ensure international and diverse participation, the proceedings of the DNSO and the Names Council, as well as all Committees of the DNSO, including voting, shall to the fullest extent possible, be conducted on-line. The DNSO shall establish appropriate mailing lists to directly notify members of its actions.

6.4 Preservation of Records

All records of the DNSO (including, but not limited to, Reports and Recommendations to ICANN and all drafts of such Reports, minutes from all DNSO committee meetings and public hearings, comments and proposals received from third-parties, and mailing list archives) shall be maintained and preserved on-line.

7.0 CONFLICT OF INTEREST

Any action by the Names Council in which a Names Council member is personally and directly interested, shall be valid, provided (i) the fact of such interest is previously disclosed or known to the Names Council, and (ii) the Names Council shall nevertheless authorize, approve and ratify such action at a meeting of the Names Council by a vote of a majority of the members present, such interested member or members to be counted in determining whether a quorum is present, but not to be counted in calculating the majority of such quorum necessary to carry such vote.

8.0 INDEMNIFICATION

The ICANN shall indemnify all Names Council members and those working as agents of the DNSO of ICANN for acts within their respective authorities to the full extent permitted by the Not-For-Profit Corporation Law of the State of California.

9.0 ADOPTION

These DNSO Rules shall be adopted by the ICANN as part of its By-laws and/or board resolutions.