Hello All, Below is a draft rules of procedure. I edited the original Names Council rules of procedure. A red-line version is attached. I have removed many of the sections that are now covered in the bylaws to avoid repetition, and also avoid mistakes of copying and pasting from the bylaws. I have also attempted to update the procedures to reflect current practice. I added a new section on Statements of Interest. I also retained a section about voting in task forces with some minor edits. See below for plain text version. Regards, Bruce Tonkin DRAFT v1.0 (15 March 2006) GNSO Council Rules of Procedure 1. GNSO Chair 1.1 Election. The GNSO Council chair will be elected in accordance with the ICANN bylaws, Article X, Section 3, Paragraph 7. Where possible the term of the GNSO Council chair will be aligned to end at the next Annual General Meeting (AGM) of ICANN. 1.2 Meeting schedules. The GNSO Chair will finalise a schedule of meetings on a quarterly basis. GNSO Council members may request changes to the schedule which may be agreed upon by the Chair in consultation with the Council, subject to the minimum period of notice below. 2. Conduct of GNSO meetings 2.1 Meetings will be conducted in accordance with ICANN bylaws, Article X, Section 3, Paragraph 8. 2.2 Voting will be in accordance with ICANN bylaws, Article X, Section 5, Paragraph 2. 2.3 Quorum. In compliance with by-law Article X 3(8) ), members entitled to cast a majority of the total number of votes of GNSO Council members then in office shall constitute a quorum 2.4 Speaking at meetings Both at physical and telephone meetings the GNSO Chair will recognise three types of intervention in the following order of priority: 1. A point of order 2. A point of information 3. A normal substantive intervention At a physical meeting, a GNSO Council member may raise a hand or during a teleconference an GNSO Council member may speak over the dialogue and say immediately "point of order". The Chair will suspend discussion and hear the point. Points of information and normal interventions. At a physical meeting, an GNSO Council member may raise a hand and wait to be recognised by the Chair and during a teleconference an GNSO Council member may speak in an appropriate gap and say immediately "their name to speak". This will be noted by the Chair who will invite the intervention in due course. To ensure balance, the Chair has the discretion to delay an intervention by a frequent speaker to allow others to speak. By way of guidance for the Chair, a GNSO Council member is not expected to speak for more than three minutes at a time and the Chair should solicit the views of other GNSO members before returning to the same speaker on any one issue. Such discretion should not be exercised for a "point of information". A point of information is for GNSO Council members seeking information from the Chair or other GNSO Council members about meaning or procedure - it is specifically not intended to provide information. 2.5 Seating During in-person meetings, the GNSO Chair should be located so he/she can see all members. 3. GNSO committees and task forces 3.1 The GNSO may form task forces, which may comprise of non-Council members in accordance with Annex A, section 7 of the bylaws. In addition the GNSO Council may form committees from the membership of the GNSO Council. In general committees should be structured according to the principles of task forces (eg ensuring participation from each constituency), although variations are possible with the approval of the full Council. 4. Agendas for GNSO Council meetings 4.1 Objective The chair will aim to post a draft agenda at least 7 days prior to a Council meeting. The agenda will be developed in consultation with the ICANN Staff Manager, taking into account requests for agenda items submitted by Council members. The Agenda will be finalized at the beginning of each GNSO Council meeting. 4.2 Reports and declarations No later than 7 days before the GNSO Council meeting, all reports or proposed declarations relating to forthcoming agenda items should be distributed to the GNSO Council. 5. Apologies 5.1 Any GNSO Council member that cannot attend a GNSO Council meeting must advise the GNSO Secretariat in advance. This allows re-scheduling of a meeting if quorum cannot be achieved. 6. Minutes of GNSO Council meetings 6.1 Within 7 days of a GNSO Council meeting, the GNSO Secretariat will prepare an initial draft of the minutes for review by the GNSO Chair. Following this review, the draft minutes will be posted on the public GNSO Council list for review by the full Council, and also posted to the ICANN Secretary no later than 21 days following the GNSO Council meeting (in accordance with Article X, section 3, paragraph 8). The GNSO Council will approve the minutes at its subsequent meeting for posting on the GNSO Website. 7. Recording of GNSO Council meetings 7.1 GNSO Council meetings will be recorded where possible, and made available for public review. 7.2 Disputes If any GNSO Council member disputes what he or she has said in the resulting draft minutes, a transcript of the relevant portion of the audio recording shall be prepared and made available to the GNSO Council before its formal approval of the minutes. 8. Absences When a GNSO council member fails to participate in two regular consecutive GNSO meetings without notification of absence to the GNSO secretariat or GNSO chair or Council list, the GNSO secretariat will notify the constituency and ask for a response. 9 Voting within task forces 9.1 From time to time progress will be advanced by holding straw polls to determine the majority view. A motion to approve a draft proposal or report (or any section thereof) may be made by any member of the Task Force. Once seconded and approved by the Task Force Chair, such motion shall be put to a vote of the Task Force members. In such an event, the Task Force Chair shall poll the Working Group members. Motions that receive a majority of votes cast shall be deemed approved. Each task force member shall be entitled to cast one vote, unless otherwise agreed by the GNSO Council. 9.2 Consensus. The results of any vote within a task force will be taken solely to assist with progress within the task force. A majority vote of a task force should be described as a majority vote of a task force. No claim to GNSO consensus should be attributed to such a vote. 9.3 Disputes and role of an interim report Many conflicts can be resolved by simple votes. The majority view goes forward and is documented in an interim report. However, where in the opinion of the Task Force Chair, there is a significant minority proposal, this proposal should also be documented in the interim report of the Working Group. The interim report should contain: 1. an abstract of all proposals which achieved a meaningful level of support, 2. a clear statement of what is being proposed and its underlying rationale, 9.4 Termination Task Forces will be disbanded automatically on completion of their task or disbanded by the GNSO Council earlier if deadlock is evident. 10. E-mail voting 10.1 The GNSO secretariat will typically act as returning officer for an e-mail vote. All votes using the GNSO secretariat voting software have resource implications. Any vote of the GNSO undertaken by the GNSO secretariat must be requested by the GNSO Council chair. 10.2 The voting period for any vote will ordinarily be 14 calendar days. In exceptional circumstances it may be shorter. A reminder will be sent out two or three days before the end of the vote reminding the registered voters to vote before the close of the vote. The returning officer should confirm receipt of vote back to all voters. If a voter does not receive a receipt within one working day then the onus is on the voter to contact the returning officer and if necessary vote by telephone. Once the vote is closed, the address to which the ballot is sent is no longer valid and an out-of-time vote will be returned to sender. The result of the e-mail vote will be declared as soon as practicable once known. 10.3 GNSO Council e-mail votes. ICANN by-laws X 3(8) requires that GNSO Council members "can speak to and hear one another" for an GNSO Council meeting to be valid. Votes taken by e-mail therefore have to be validated at a subsequent meeting. 10.4 Typically at the meeting of the GNSO Council following an e-mail vote, the Chair will ask for the e-mail vote to be validated by a simple vote of approval to show the will of the GNSO was fairly expressed by the e-mail vote. After such validation the result of the e-mail vote will be an act of the GNSO Council. 10.5 Should there be any technical failure or other anomaly in the e-mail vote, the Chair will ask GNSO Council members at the GNSO Council meeting following an e-mail vote, to reaffirm their original or intended e-mail vote. GNSO Council members cannot change their vote in a reaffirmation vote. 10.6 Under exceptional circumstances which must be described by the Chair and agreed to by the GNSO Council by a two-thirds vote, it may be decided to ignore the e-mail vote and hold a fresh vote at which GNSO Council members may chose to vote differently from their earlier e-mail vote. 11 Statements of Interest 11.1 Article VI, section 6 of the ICANN bylaws requires a Board director to not less frequently than once a year set forth all business and other affiliations which relate in any way to the business and other affiliations of ICANN. In keeping with this principle, GNSO Council members must not less frequently than once a year set forth all business and other affiliations which relate in any way to the business and other affiliations of ICANN. 11.2 Continuous Disclosure. It is recognised that many Council members are direct participants in the gTLD domain name industry, and thus the outcome of a particular policy may have a financial impact on the Council member or an organisation associated with the Council member. However to ensure that the community gains transparency in the factors affecting the decision making of the GNSO Council, each Council member should disclose any relationship or other factor that could reasonably be considered to cause the Council to be considered to be an "interested person" as defined in the ICANN bylaws for Directors with respect to any decision being taken by the GNSO Council. The interest need not exclude the Council member from voting, but the interest should be declared prior to voting. 11.3 Where a GNSO Council member becomes aware of a potential interest of another GNSO Council member that has not been declared, the GNSO Council member should undertake the following steps in order: (a) Directly remind the relevant GNSO Council member in private of the rules of procedure with respect to statements of interest. (b) If (a) is not successful, contact the GNSO Council chair in private, and ask the GNSO Council chair to contact the relevant GNSO Council member. (c) If steps (a) and (b) have been undertaken, and the GNSO Council member is still concerned, then this concern should be reported at a meeting of the GNSO Council, and the relevant GNSO Council member will have the opportunity to respond.