Except as otherwise defined in these Bylaws, the four Stakeholder Groups and the Constituencies will be responsible for defining their own charters with the approval of their members and of the ICANN Board
of Directors.
1. Subject to the provisions of Transition
Article XX, Section 5 of these Bylaws and as described in Section 5 of Article X, the GNSO Council
shall consist of:
a. three representatives selected from the Registries Stakeholder Group;
b. three representatives selected from the Registrars Stakeholder Group;
c. six representatives selected from the Commercial Stakeholder Group;
d. six representatives selected from the Non-Commercial Stakeholder Group; and
e. three representatives selected by the ICANN Nominating
Committee, one of which shall be non-voting, but otherwise entitled to participate on equal footing with other members of the GNSO Council
including, e.g. the making and seconding of motions and of serving as Chair if elected. One Nominating Committee Appointee voting representative shall be assigned to each House (as described in Section
3(8) of this Article) by the Nominating Committee.
No individual representative may hold more than one seat on the GNSO Council at the
same time.
Stakeholder Groups should, in their charters, ensure their representation on the GNSO Council
is as diverse as possible and practicable, including considerations of geography, GNSO Constituency, sector, ability and gender.
There may also be liaisons to the GNSO Council from other ICANN Supporting
Organizations and/or Advisory Committees, from time to time. The appointing organization shall designate, revoke, or change its liaison on the GNSO Council
by providing written notice to the Chair of the GNSO Council and to the ICANN Secretary.
Liaisons shall not be members of or entitled to vote, to make or second motions, or to serve as an officer on the GNSO Council, but otherwise
liaisons shall be entitled to participate on equal footing with members of the GNSO Council.
2. Subject to the provisions of the Transition
Article XX, and Section 5 of these Bylaws, the regular term of each GNSO Council member shall begin at the conclusion of an ICANN annual
meeting and shall end at the conclusion of the second ICANN annual meeting thereafter. The regular term of two representatives
selected from Stakeholder Groups with three Council seats shall begin in even-numbered years and the regular term of the other representative selected from that Stakeholder Group shall begin in odd-numbered years. The regular term of three representatives
selected from Stakeholder Groups with six Council seats shall begin in even-numbered years and the regular term of the other three representatives selected from that Stakeholder Group shall begin in odd-numbered years. The regular term of one of the three
members selected by the Nominating Committee shall begin in even-numbered years and the regular term of the other two of the three members selected by the Nominating Committee shall begin in odd-numbered years. Each GNSO Council
member shall hold office during his or her regular term and until a successor has been selected and qualified or until that member resigns or is removed in accordance with these Bylaws.
Except in a "special circumstance," such as, but not limited to, meeting geographic or other diversity requirements defined in the Stakeholder Group charters, where no alternative representative is available
to serve, no Council member may be selected to serve more than two consecutive terms, in such a special circumstance a Council member may serve one additional term. For these purposes, a person selected to fill a vacancy in a term shall not be deemed to have
served that term. A former Council member who has served two consecutive terms must remain out of office for one full term prior to serving any subsequent term as Council member. A "special circumstance" is defined in the GNSO Operating
Procedures.
3. A vacancy on the GNSO Council
shall be deemed to exist in the case of the death, resignation, or removal of any member. Vacancies shall be filled for the unexpired term by the appropriate Nominating Committee or Stakeholder Group that selected the member holding the position before the
vacancy occurred by giving the GNSO Secretariat written notice of its selection. Procedures for handling Stakeholder Group-appointed GNSO Council
member vacancies, resignations, and removals are prescribed in the applicable Stakeholder Group Charter.
A GNSO Council member selected by the Nominating Committee may be removed for cause: i) stated by a three-fourths (3/4) vote of all members
of the applicable House to which the Nominating Committee appointee is assigned; or ii) stated by a three-fourths (3/4) vote of all members of each House in the case of the non-voting Nominating Committee appointee (seeSection
3(8) of this Article). Such removal shall be subject to reversal by the ICANN Board on appeal by the affected GNSO Council
member.
4. The GNSO Council
is responsible for managing the policy development process of the GNSO . It shall adopt such procedures (the " GNSO Operating
Procedures") as it sees fit to carry out that responsibility, provided that such procedures are approved by a majority vote of each House. The GNSO Operating
Procedures shall be effective upon the expiration of a twenty-one (21) day public comment period, and shall be subject to Board oversight and review. Until any modifications are recommended by the GNSO Council,
the applicable procedures shall be as set forth in Section 6 of this Article.
5. No more than one officer, director or employee of any particular corporation or other organization
(including its subsidiaries and affiliates) shall serve on the GNSO Council at any given time.
6. The GNSO shall
make selections to fill Seats 13 and 14 on the ICANN Board by written ballot or by action at a meeting. Each of the two
voting Houses of the GNSO , as described in Section
3(8) of this Article, shall make a selection to fill one of two ICANN Board seats, as outlined below; any such selection
must have affirmative votes compromising sixty percent (60%) of all the respective voting House members:
a. the Contracted Party House shall select a representative to fill Seat 13; and
b. the Non-Contracted Party House shall select a representative to fill Seat 14
Election procedures are defined in the GNSO Operating Procedures.
Notification of the Board seat selections shall be given by the GNSO Chair in writing
to the ICANN Secretary, consistent with Article VI, Sections 8(4)and 12(1).
7. The GNSO Council
shall select the GNSO Chair for a term the GNSO Council
specifies, but not longer than one year. Each House (as described in Section 3.8 of this Article) shall select a Vice-Chair,
who will be a Vice-Chair of the whole of the GNSO Council, for a term the GNSO Council
specifies, but not longer than one year. The procedures for selecting the Chair and any other officers are contained in the GNSO Operating
Procedures. In the event that the GNSO Council has not elected a GNSO Chair
by the end of the previous Chair's term, the Vice-Chairs will serve as Interim GNSO Co-Chairs until a successful election can be held.
8. Except as otherwise required in these Bylaws, for voting purposes, the GNSO Council
(see Section 3(1) of this Article) shall be organized into a bicameral House structure as described below:
a. the Contracted Parties House includes the Registries Stakeholder Group (three members), the
Registrars Stakeholder Group (three members), and one voting member appointed by the ICANN Nominating Committee for a total
of seven voting members; and
b. the Non Contracted Parties House includes the Commercial Stakeholder Group (six members), the
Non-Commercial Stakeholder Group (six members), and one voting member appointed by the ICANN Nominating Committee to that
House for a total of thirteen voting members.
Except as otherwise specified in these Bylaws, each member of a voting House is entitled to cast one vote in each separate matter before the GNSO Council.
9. Except as otherwise specified in these Bylaws, Annex
A hereto, or the GNSO Operating Procedures, the default threshold to pass a GNSO Council
motion or other voting action requires a simple majority vote of each House. The voting thresholds described below shall apply to the following GNSO actions:
a. Create an Issues Report: requires an affirmative vote of more than one-fourth (1/4) vote of
each House or majority of one House.
b. Initiate a Policy Development Process (" PDP ")
Within Scope (as described in Annex A): requires an affirmative vote of more than one-third (1/3) of each House or
more than two-thirds (2/3) of one House.
c. Initiate a PDP Not
Within Scope: requires an affirmative vote of GNSO Supermajority.
d. Approve a PDP Team
Charter for a PDP Within Scope: requires an affirmative vote of more than one-third (1/3) of each House or more than two-thirds (2/3) of one House.
e. Approve a PDP Team
Charter for a PDP Not Within Scope: requires an affirmative vote of a GNSO Supermajority.
f. Changes to an Approved PDP Team
Charter: For any PDP Team Charter approved under d. or e. above, the GNSO Council
may approve an amendment to the Charter through a simple majority vote of each House.
g. Terminate a PDP :
Once initiated, and prior to the publication of a Final Report, the GNSO Council may terminate a PDP only
for significant cause, upon a motion that passes with a GNSO Supermajority Vote in favor of termination.
h. Approve a PDP Recommendation
Without a GNSO Supermajority: requires an affirmative vote of a majority of each House and further requires that one GNSO Council
member representative of at least 3 of the 4 Stakeholder Groups supports the Recommendation.
i. Approve a PDP Recommendation
With a GNSO Supermajority: requires an affirmative vote of a GNSO Supermajority,
j. Approve a PDP Recommendation
Imposing New Obligations on Certain Contracting Parties: where an ICANN contract provision specifies that "a two-thirds
vote of the council" demonstrates the presence of a consensus, the GNSO Supermajority vote threshold will have to be met or exceeded.
k. Modification of Approved PDP Recommendation:
Prior to Final Approval by the ICANN Board, an Approved PDP Recommendation
may be modified or amended by the GNSO Council with a GNSO Supermajority
vote.
l. A " GNSO Supermajority"
shall mean: (a) two-thirds (2/3) of the Council members of each House, or (b) three-fourths (3/4) of one House and a majority of the other House."