Articles for the ISPCP

Last Updated: 1 September 2009

Chapter I: Mission and Definitions

1. Mission

The ISPs and connectivity providers Constituency shall form an integral part of the Domain Name Supporting Organization (DNSO). The Constituency's goal is to fulfill roles and responsibilities that are created by relevant ICANN and DNSO bylaws, rules or policies as ICANN proceeds to conclude its organization activities. These responsibilities include the election of three members to the Names Council and to ensure that views of Internet Service Providers and Connectivity Providers are appropriately communicated and understood. It will be particularly attentive to the needs and concerns of such providers and balance these with the public interest. The ISPs and connectivity providers Constituency is committed to wide membership participation as well as open, transparent procedures and practices.

2. Definitions

"ISPs" or "connectivity providers" means entities that comply with the following criteria, namely
  1. they are in the business of operating Name Servers as a service for 3rd parties other than companies affiliated with the respective provider and
  2. they
    1. operate an Internet backbone network based on TCP/IP or
    2. provide transit to either Internet users or 3rd party's Internet content.
"ISPCP" means the ISPs' and connectivity providers' Constituency Group within the DNSO constituted by the ICANN Board as of 18 October 1999, and governed by these Articles.
"Member" means a member of the ISPCP.
"ISPE" means the ISPCP's Executive Committee.
"Delegate" means a member of the ISPE.
"Officers" means the representatives for the ISPCP, comprising a chairman, two deputies and two additional officers.
"NC Representatives" means the representatives of the ISPCP to the Names Council.
"Supermajority of those voting" or "voting supermajority" means 80% or more of the Delegates present and voting if the ISPE has 10 or more members; 66% or more of the Delegates present and voting if there are yet fewer than 10 members, the presence of a quorum as defined in section 10.1. being required.
"Supermajority of the ISPE" or "full supermajority" means 80% or more of all Delegates if the ISPE has 10 or more members; 66% or more of all Delegates if there are fewer than 10 members, the presence of a quorum as defined in section 10.1. being required.

Chapter II: Membership

3. Membership in the ISPCP

3.1. The ISPCP is represented primarily through Associations recognized as qualified to represent a broad range of commercial interests within the ISPCP.

3.2. Business and commercial entities can apply for membership if they

  1. are ISPs or connectivity providers within the meaning of the above definition and
  2. demonstrate, that the activities of the DNSO commercially affect themselves and
  3. understand, that the Delegates appointed need to participate on a regular basis in the work of the Constituency.

Evidence of the foregoing shall be provided by the applicant in the form of a written declaration to the chairman.

3.3. Membership in the ISPCP is open to all entities that meet the foregoing criteria, regardless of their involvement in any other DNSO constituency or ICANN Supporting Organization. Requests for membership in the ISPCP shall not be refused on the sole ground that the applying entity is a member in another DNSO constituency or ICANN Supporting Organization.

3.4. Membership of those entities which are already members at the point in time of adoption of these Articles shall continue.

4. Membership in the ISPE

4.1. The ISPE shall make all final decisions and administer the normal operational activities. Each Member shall designate one Delegate to the ISPE.

4.2. If the ISPE determines that an otherwise non-qualifying entity's membership is essential to the ISPCP, it may admit a Delegate of such entity. However such admission shall not be valid for �longer than one year. Delegates of such entities shall be entitled to the same rights as all other Delegates except to any voting rights.

4.3. When an application is made to the ISPE, it is accepted unless there are three or more vetoes form the Delegates. Decisions on membership in the ISPCP and ISPE shall be made without unreasonable delay, and at the latest within three months after receipt of the application. If a decision on membership is not taken within this three-month period, the applicant shall be entitled to appeal to the Names Council. Any decision by the ISPE to refuse membership will be subject to review by the Names Council according to a process to be determined by the ISPE.

4.4. The designation of a Delegate to the ISPE shall begin with the determination by the ISPE that the organization appointing the Delegate is a Member of the ISPCP.

4.5. Membership in the ISPE shall end in the event of

  1. termination of the relationship between the Delegate and appointing entity; or
  2. termination of the appointing entity's membership in the ISPCP; or
  3. the removal by the Member or the resigning of the Delegate, which shall be effective upon receipt of a corresponding written declaration by the chairman of the ISPE.

Each Member can withdraw a Delegate it has appointed to the ISPE and appoint a new Delegate at any time. Each Delegate to the ISPE can resign from the ISPE effective at any time. Each Member has the right to appoint a successor to one of its Delegates whose membership in the ISPE has terminated.

5. Resolution on the termination of Membership

5.1. The termination of membership in the ISPCP and ISPE shall be determined by resolution of the ISPE.

5.2. In the case of involuntary termination, the decision shall be taken with full supermajority. The affected Member shall not have a vote and the ISPE shall explain the reasons for its decision fully in writing and shall provide reasonable advance notice to the entity whose membership will be terminated.

Chapter II: Representation, Elections

6. Officers

6.1. ISPCP is publicly represented by five Officers. One of the Officers is the chairman, two others are his deputies.

6.2. The Officer's functions include:

(i) reviewing applications for membership in the ISPCP and, where appropriate, referring these to the ISPE;

(ii) carrying out the administrative functions associated with the operations of the ISPCP, including the arrangement of meetings, preparation and publication of minutes, maintenance of an appropriate mechanism suitable for facilitating contact and dissemination of information among all Members of the ISPCP and other secretariat functions required for the adequate functioning of the ISPCP;

(iii) facilitating and, where appropriate, formulating membership consensus on policy issues for the purpose of advising the Names Council;

(iv) assessing and collecting membership fees, if any.

6.3. The term of office for each Officer is 24 months, staggered such that Officers shall be elected every 8 months. The five Officers are elected in two pairs and one separately, each time along with one NC Representative. The five Officers shall elect a chairman and two deputies from among themselves, whereby the period of time in Office of the chairman is flexible.

6.4. Officers may not be elected for more than two successive periods. Following two such periods, re-election is only possible after an intermediary period of one year even if a different organization appoints her/him as Delegate.

6.5. Each Officer may resign at any time. Upon application by at least three Delegates and a decision by a voting supermajority any Officer may be removed from office.

6.6. If an Officer resigns from the ISPE, the relationship to the ISPE is terminated or s/he is removed from office, a successor shall be elected within three months. The new Officer shall assume the responsibilities of the former Officer for the remaining period of office.

6.7. An Officer whose term in office ends before the official period s/he was elected for cannot be re-elected for three years if the cause of early termination lies with the Officer, even if, after the loss of office, a different organization appoints her/him as Delegate.

6.8. The Officers are required to conduct the business of the ISPCP in accordance with the law, these Articles as well as the resolutions of the ICANN Board and the ISPE. The ISPE can adopt Rules of Business for the Officers.

7. Representation to the Names Council

7.1. In the Names Council, the interests of the ISPCP are attended to by three NC Representatives. 7.2. The term of office for each NC Representative is 24 months, staggered such that NC Representatives shall be elected every 8 months. Elections of NC Representatives shall be conducted along with elections of Officers.

7.3. NC Representatives may not be elected for more than two successive periods. Following two such periods, re-election is only possible after an intermediary period of one year even if a different organization appoints her/him as Delegate.

7.4. Each NC Representative may resign at any time. Upon application by at least three Delegates and a decision by a voting supermajority any NC Representative may be removed from office. This section 7.4 however only applies if and insofar an exchange of NC Representatives is permitted subject to the relevant ICANN and DNSO bylaws in their appropriate valid version.

8. Diversity

8.1. In order to ensure broad international representation, no more than two Officers may be citizens of the same Geographic Region, and no more than one NC Representative citizen of a Geographic Region. If Members do not cover 3 or more regions, this rule will not apply.

8.2. As used herein, each of the following shall be a "Geographic Region": Europe; Asia/Australia/Pacific; Latin America/Caribbean islands; Africa; North America.

9. Elections

9.1. The ISPE shall elect the Officers and NC Representatives from among the Delegates. The election process will be initiated by a nomination period of two weeks. If more than one vacancy is to be filled, all candidates are nominated in the same period but elected in sequence. There must be at least 48 hours between the announcement of the results of an election and the beginning of the following election.

9.2. Candidates who are not eligible due to section 8 because one of the Officers or NC Representatives whose term of office has not yet terminated is allocated to the same region are removed from the list. If more than one Officer is elected, the above applies after termination of each separate election respectively.

9.3. Each Delegate may nominate one candidate for each open position. Each Delegate has one vote per election.

9.4. The election process (including receiving nominations and communicating the names of the candidates to all Members of the ISPCP at the end of the nomination period) will be initiated and managed by the election manager. The chairman shall be election manager, insofar s/he is not candidating her-/himself. Otherwise, the chairman shall appoint a Delegate who is not a candidate.

9.5. Elections may be held in physical meetings or via e-mail. All elections will be held by secret ballot.

9.6. Insofar elections are held in physical meetings, the election manager shall call up the Delegates present. The names of the voters and the overall results of the vote shall be recorded. Then those participating in the election via tele- or videoconference are asked to submit their vote by Email, private phone call or fax, making use of some sort of secret keyword provided by the election manager. The result of the voting shall be recorded in writing.

9.7. Insofar elections are held via e-mail, the election manager shall open an election period of one full week, during which he will receive votes from Delegates of the constituency through e-mail and acknowledge receipt. Immediately following the election period, the election manager will publish a full overview of votes naming voters and the result of the voting.

9.8. In the event of a tied vote, lots shall be drawn.

Chapter III: Meetings, Funding

10. ISPE Procedures

10.1. The ISPE shall meet as the chairman considers necessary to conduct the business of the ISPCP or on request by 20% or more of the Delegates, either physically or by tele- or videoconference. Physical meetings may be combined with tele- or videoconferences. The ISPE holds a physical meeting at least once every calendar year. The ISPE has a quorum if at least half of its Members participate at a meeting either physically or via electronic means.

10.2. Meetings are convened by the chairman or the deputies (collectively). Invitations are sent out together with the agenda by mail or email to the ISPCP?s mailing-list. Notice for the invitation shall be at least four weeks if the annual meeting is not held in conjunction with the annual meeting of ICANN.

10.3. Any Delegate may propose an amendment or addition to the agenda by mail or email not later than two days before the meeting. Adoption requires the agreement of the chairman or the deputies (collectively) or a supermajority of those voting.

10.4. The membership meeting is chaired by the chairman, or if necessary by one of his deputies. The meeting may also elect a different chair.

10.5. Each Delegate shall have one vote. Decisions shall be taken by simple majority of the Delegates entitled to vote, unless otherwise determined by the applicable Articles and Bylaws of the ISPCP and the provisions governing these. Abstentions shall be treated as invalid votes.

10.6. Delegates can assign a proxy, although only to individuals who have the right to be present at the meeting by virtue of these Articles or who are subject to professional confidentiality. The proxy must be in the form of a written power of attorney presented to the person chairing the meeting. Nobody may represent more than three Delegates apart from her-/himself.

10.7. One of the Officers shall take the minutes of the membership meeting and sign these together with at least one other Officer.

10.8. Amendments to the Articles of the ISPCP must be approved by a full supermajority.

10.9. If the ISPE is hampered in reaching a decision, it shall submit the case to the Names Council for its opinion.

11. Funding

11.1. Each Member of the ISPCP shall pay whatever sum the ISPE determines is necessary to cover the costs of participating in the DNSO through this constituency. If the ISPE decides later to authorize individual memberships, the dues of such membership shall reflect the full cost of providing membership benefits and services. Financial arrangements may be made at the discretion of the ISPE to financially assist non-profit trade associations from developing regions of the world.

11.2. Funding may be decided upon and adjusted by resolution of a voting supermajority of the ISPE.