gTLD-MoU interim Policy Oversight Committee

May 27, 1997

DRAFT

ARTICLES OF ASSOCIATION

of

"COUNCIL OF REGISTRARS (CORE) ASSOCIATION"

Article 1. Name and Seat. Offices.

Under the name "CORE ASSOCIATION" an association exists that is governed by these articles of association, any regulations promulgated hereunder and by Articles 60-79 of the Swiss Civil Code. The Association has its seat in Geneva (Switzerland); it may have offices in countries outside Switzerland as well.

Article 2. Definitions

1. In these Articles of Association (the "Articles"):

"the Act" means the Swiss Civil Code, in particular Articles 60 - 79 thereof;

"Association" means CORE Association;

"Chairman" means the chairman of the Association as referred to in Article 13;

"Compulsory Contributions" means contributions which must be paid by all Members;

"CORE-MoU" means the Memorandum of Understanding dated ______________, 1997 executed on behalf of IANA, ISOC and other parties;

"DNS" means the Domain Name System which is the Internet naming system as defined in RFC 1591;

"gTLD-MoU" means the Memorandum of Understanding dated __________, 1997 executed on behalf of IANA , ISOC and other parties;

"Executive Committee" means the executive committee of the Association as referred to in Articles 12 through 14;

"Founding Members" means IANA, ISOC and ____________________________.

"Generic Top Level Domains" ("gTLDs") means the TLDs ".com", ".org", ".net" as defined in RFC 1591, and those TLDs established in or under the authority of the gTLD-MoU;

"IANA" means the Internet Assigned Numbers Authority;

"ISOC" means the Internet Society;

"Member" means the Founding Members and every Registrar who is subsequently accepted as Member of the Association in accordance with Article 5;

"Permanent Reference Document" means a document noted as such by a Plenary Meeting and listed as such by the Permanent Secretariat on the list of Permanent Reference Documents;

"Permanent Secretariat" means the permanent secretariat established pursuant to Article 11 paragraph 2 sub n;

"Plenary Meeting" means the body of the Association formed by the Members as well as the meeting of the Members;

"Registrar" means all Registrars established at any time by the gTLD-MoU;

"Trade Marks" means all trade marks the Association may own;

"Voluntary Contributions" means contributions which shall be paid only by those Members who agree to such contributions.

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2. Expressions referring to writing shall, unless otherwise specified, be construed as including references to printing (fax, telex, photocopy) and any other modes of representing or reproducing words in a visible form.

3. Unless otherwise specified, words or expressions contained in these Articles shall bear the same meaning as in the Act in force at the date at which these Articles become binding on the Association.

Article 3. Objectives

1. The Association is non-profit oriented and shall have as its objectives the establishment of a structure in which the Registrars can operate in accordance with the provisions of the GTLD-MoU and the best interests of the DNS and the Internet.

2. These objectives shall be accomplished through the further and compatible development of standards and specifications and agreements relating to the assignment of SLDs in the gTLDs.

3. These objectives shall be accomplished via Members' support, participation, consultation and lobbying in the Association.

Article 4. Funds

1. The funds of the Association shall consist of contributions of the Members, grants, gifts and other benefits.

2. The income and property of the Association, whensoever derived, shall be applied solely for the promotion of the objectives of the Association as set forth in these Articles of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to the Members of the Association, provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Association, or to any Member of the Association.

Article 5. Members.

1. In addition to the Founding Members, every Registrar can, subject to admittance pursuant to para. 2 of this Article 5, become a Member of the Association.

2. Applications for membership shall be submitted to the Permanent Secretariat who, upon verifying their completeness, shall forward such applications to the Executive Committee. The Executive Committee shall, upon receipt of a certificate of acceptance of these Articles and such other documents as it may reasonably require, approve or deny the application. Admission as a Member shall become effective upon the decision by the Executive Committee.

3. Each Member is, upon the effectiveness of its membership, granted a non-exclusive, royalty free license to use the Trade Marks in accordance with the rules and conditions specified in specific regulations on Trade Marks. The regulations on Trade Marks, and any modifications thereto as adopted in accordance with Article 22, are binding upon all Members.

Article 6. Termination of Membership

General

1. The membership terminates in the event of:

a. resignation of the Member;

b. notice of discontinuation of membership given by the Association in the event a Member no longer meets the requirements for membership laid down in the Articles of Association, in the event a Member does not fulfill its obligations towards the Association, and in the event the Association cannot reasonably be expected to let the membership continue;

c. expulsion by the Plenary Meeting. This can be pronounced only when a Member acts contrary to the Articles, regulations and resolutions of the Association, or injures the Association in an unreasonable manner.

2. a. Resignation of a Member or discontinuation of membership by the Association may take place only at the end of a financial year (as defined in Article 15.1) and with due observance of a term of notice of four weeks. However, membership can be terminated forthwith if the Association or the Member cannot reasonably be expected to let the membership continue.

b. In the case of expulsion the date on which membership ends shall be determined by the Plenary Meeting.

3. In case of resignation contrary to the provision of the preceding paragraph, the membership will end at the earliest date allowed following the day of which notice was given.

4. a. In the event of termination of membership for whatever reason, a Member shall be obliged to pay to the Association any financial contribution which the Member was obliged to pay before the membership terminated.

b. In the event of termination of membership for whatever reason, a Member shall not be entitled to damages in respect of any loss or damage caused to it by such termination.

c. A Member may not by resigning its membership withdraw itself from a resolution whereby rights and obligations of a financial nature of the Members are changed.

Discontinuation

5. Notice of discontinuation of membership of the Association shall be given in writing by the Executive Committee. This written notice shall include a statement of reasons given for the discontinuation of the membership. The Executive Committee shall not give such notice until the Member has been duly explained in writing that such notice is considered to be given.

6. From a resolution of the Executive Committee to discontinue the membership as referred to in paragraph 1 sub b, the member concerned may appeal to the Plenary Meeting within four weeks after receipt of the notice of discontinuation by submitting to the Executive Committee a letter objecting against the notice of discontinuation of membership. The Executive Committee is obliged to table the notice of discontinuation of membership and the appeal against it by the Member concerned for the first Plenary Meeting that will be held, but not earlier than one month, after receipt of the appeal.

7. During the term of appeal and pending the appeal the Member concerned shall be suspended in its membership rights. However, the suspended Member shall have the right to defend itself at the Plenary Meeting in which the appeal is discussed.

8. The notice of discontinuation of membership of a Member given by the Executive Committee shall be null and void when the appeal is accepted by the Plenary Meeting, which acceptance requires a majority of 67 % or more of the votes cast. The Member concerned shall be notified of the decision of the Plenary Meeting by registered letter.

Expulsion

9. The Founding Members may not be expelled from membership. A Member other than a Founding Member may be expelled from membership:

a. on a proposal of the Executive Committee; or

b. on a proposal of not less than one-fifth of Members entitled to attend and vote at a Plenary Meeting.

The proposal must be submitted to the first Plenary Meeting that will be held after, but not earlier than, one month's prior written notice with proof of posting and receipt is given by the Permanent Secretariat to the Member who is liable for expulsion. The written notice shall include a statement of the reasons given for such proposal.

10. A Member, in respect of which an expulsion proposal has been tabled, shall have the right to defend its position at (or write to the Permanent Secretariat prior to) the Plenary Meeting at which an expulsion proposal is tabled.

11. A resolution by the Plenary Meeting to expel a Member can only be taken with the majority of 67% or more of the votes cast. The Member in respect of which an expulsion proposal is tabled shall not have the right to vote upon its proposed expulsion and shall be notified of the decision by registered letter.

Article 7. Plenary Meetings

1. Plenary Meetings of the Association shall be held at the date and the place as decided by the preceding Plenary Meeting on the advice of the Chairman. In the event the Plenary Meeting has not determined the date and the place when and where the next Plenary Meeting shall be held, its meeting shall be held in Geneva or at any other place and at the date the Chairman deems appropriate.

2. Subject to paragraph 1, the Association shall, within six months after the beginning of each calendar year (unless its period has been extended by the Plenary Meeting), hold a Plenary Meeting as its Annual Meeting, in addition to any other meeting in that year, and shall specify the Annual Meeting as such in the notices calling it.

3. All Plenary Meetings other than Annual Meetings shall be called Extraordinary Plenary Meetings.

4. The Executive Committee may, whenever it thinks fit, convene an Extraordinary Plenary Meeting. An Extraordinary Plenary Meeting shall also be convened on request of not less than one-tenth of Members entitled to attend and to vote at a Plenary Meeting.

5. All Members have the right to attend Plenary Meetings. However, suspended Members are not authorized to attend Plenary Meetings, subject to the provision of Article 6 paragraphs 6 and 7 and of Article 17 paragraph 7. A Member may authorize another Member to represent it at a Plenary Meeting by way of a proxy. Such proxy shall be presented to the Permanent Secretariat and has to be made in the form as referred to in the regulations on rules and procedures. The auditor as referred to in Article 16 shall be invited to attend the Annual Meeting whenever the Executive Committee or Members entitled to attend and cast not less than one-tenth of the votes at a Plenary Meeting deem such necessary.

6. Resolutions of the Plenary Meeting may also be adopted by written procedure, except for resolutions as referred to in Article 6 paragraph 8, Articles 20, 21 and 22 of the Articles of Association.

7. All travel, hotel and other expenses incurred by a Member's representative in connection with its attendance at Plenary Meetings or Working Group Meetings, or otherwise in connection with the Association, shall be paid by the relevant Member(s), unless otherwise decided by a Plenary Meeting.

Article 8. Notice of Plenary Meetings

Plenary Meetings shall be called by 20 days' notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the place, the day and the hour of the Plenary Meeting. Notwithstanding the provision of Article 20 paragraph 1 and Article 21 paragraph 1, the notice shall furthermore announce the business to be dealt with, the agenda and, in the case of special business, the general nature of that business. The notice shall be given to the persons as referred to in Article 19.

Article 9. Proceedings at Plenary Meetings. Quorum

1. Each Member shall be entitled to one vote at Plenary Meetings.

2. No business shall be transacted at any Plenary Meeting unless a quorum of Members or votes is present at the time when the Plenary Meeting proceeds to business. Save as herein otherwise provided, a Plenary Meeting shall achieve a quorum when at least half the total number of Members are present or represented by proxy.

3. Unless otherwise provided by these Articles of Association, all resolutions of the Plenary Meeting shall be adopted by a simple majority of the votes actually cast.

Article 10. Powers of the Plenary Meeting

1. All the powers in the Association which have not been entrusted to the Executive Committee or any other body of the Association by the Act or by these Articles of Association shall be vested in the Plenary Meeting.

2. The particular functions of the Plenary Meeting shall be the following:

a. the appointment, suspension and dismissal of members of the Executive Committee; and

b. the establishment or abolition of Working Groups, the election of the chairs of Working Groups and the approval of their terms of reference and rules of procedure; and

c. the establishment or abolition of Regional and Interest Groups, the ratification of the election of the chairmen of Regional and Interest Groups, and the approval of their terms of reference and rules of procedure; and

d. the approval of the budget, including the amount of budgeted Compulsory and Voluntary Contributions, of the accounts and the Executive Committee's annual report; and

e. the appointment of an auditor; and

f. the amendment of the Articles of Association and the dissolution of the Association; and

g. the approval of the work programme of the Association and any necessary modifications to or amendments of the budget; and

h. the definition of the general policy of the Association; and

i. the approval of common positions which are to be issued by the Association; and

j. the adoption of financial procedures; and

k. the decision on an appeal of a Member as referred to in Article 6 paragraphs 6 and 8; and

l. the expulsion of Members; and

m. the establishment of the Permanent Secretariat and the appointment of senior executives of the Association, including the Coordinator as head of the Permanent Secretariat; and

n. the notation of Permanent Reference Documents, of Restricted Document Procedures and Restricted Special Document Procedures; and

o. the categorization or recategorization of documents pursuant to the Articles of Association; and

p. the determination of the need for co-operation agreements with third parties, if necessary the establishment of a Working Group for the negotiation of such agreements, the entry into such agreements and the designation of rapporteurs; and

q. the approval of common software standards for the purpose of all communications and the processing and storage of all documents relating to the Association; and

r. the resolution of disputes within and between Working Groups; and

s. the adoption and amendment of regulations, which shall not be contrary to the Articles of Association.

3. Resolutions on the matters specified in this Article 10 can only be taken with a majority of not less than 67% of the total votes actually cast.

Article 11. Veto Rights

Any one or more of the Founding Members may veto a decision of the Plenary meeting that such Founding Member or Founding Members deems clearly contrary to the policies of the CORE-MoU.

Article 12. Executive Committee

1. There shall be an Executive Committee consisting of two natural persons as a minimum, viz the Chairman and the Deputy-Chairman, and seven natural persons as a maximum. The members of the Executive Committee shall be appointed by the Plenary Meeting. The number of members of the Executive Committee shall be decided on by the Plenary Meeting.

2. Only an employee of a Member can be appointed as a member of the Executive Committee. Each member of the Executive Committee shall be an employee of a different Member.

3. Each member of the Executive Committee, also when appointed for a certain time, may be dismissed or suspended by the Plenary Meeting at any time. Any suspension which is not followed by a resolution to dismissal within three months, shall end by the lapse of that term.

4. Each member of the Executive Committee shall retire at the latest three years after its appointment according to a rota of retirement to be drawn up by the Executive Committee. The retiring member shall be eligible for re-appointment, subject to the provision of paragraphs 1 and 2 of Article 13; a member who has been appointed in a premature vacancy shall take its predecessor's place on the rota.

5. Membership of the Executive Committee shall furthermore end:

a. by termination of the membership in the Association by the Member of which the member of the Executive Committee is an employee;

b. by resigning;

c. by termination of the employment contract between the member of the Executive Committee and a Member, unless determined otherwise by the Plenary Meeting in case the member of the Executive Committee has accepted an employment contract with another Member.

6. All travel, hotel and other expenses incurred by a member of the Executive Committee in connection with attendance at meetings in person of the Executive Committee shall be paid [by the member, unless otherwise decided by a Plenary Meeting.][by the Association.]

Article 13. Chairman and Deputy-Chairman

1. The Chairman and the Deputy-Chairman shall be appointed in their function by the Plenary Meeting for a period of one year and shall be eligible for reappointment as such for another period of one year.

2. The Deputy-Chairman normally succeeds the Chairman on the latter's termination of office. The name(s) of the candidate(s) for the function of Deputy-Chairman for the following year shall be notified to the Permanent Secretariat within three months of the end of the current Chairman's term of office. Within two weeks of the due date of receipt of such notification, the Permanent Secretariat shall notify each Member of the names of the persons put forward.

3. The Chairman shall preside over the meetings of the Executive Committee and the Plenary Meetings and is authorised in its capacity as Chairman to represent the Association.

4. The Chairman may invite observers to the Plenary Meeting or to a part of the Plenary Meeting upon such terms and conditions as he defines.

Article 14. Powers and Duties of the Executive Committee

1. The Executive Committee shall be charged with the management of the Association, subject to the limitations of the law and the Articles of Association.

2. If the number of members of the Executive Committee falls below two, the powers of the Executive Committee shall be suspended, with the exception of the right to convene a Plenary Meeting as soon as possible, in which meeting the filling of the vacancy or vacancies shall be decided on.

3. The Executive Committee shall, subject to the prior approval of the Plenary Meeting and within the scope of the objectives of the Association, be authorized to enter into agreements to purchase, dispose or encumber registered property, or to enter into agreements whereby the Association commits itself as guarantor or joint and several debtor, warrants performance by a third party or undertakes to provide security for a debt of a third party.

4. Without prejudice to the provision of paragraph 3 the Association shall be represented:

a. either by the Executive Committee in corpore;

b. or by the Chairman acting singly;

c. or by two members of the Executive Committee, acting jointly;

d. or by such authorized signatories as appointed by the Executive Committee.

Article 15. Annual Report

1. The financial year runs from the first of January up to and including the thirty-first of December.

2. The Executive Committee shall be obliged to keep a record in respect of the financial position and of all activities - in accordance with the requirements arising from these activities - of the Association and to store the relating documents hereto in such manner that the rights and obligations of the Association can be known out of it at all times.

3. At the Annual Meeting, to be held within six months after the end of the financial year, unless this period has been extended by the Plenary Meeting, the Executive Committee shall submit an annual report on the course of business of the Association and on the policy conducted. It shall submit the balance sheet and the statement of income and expenditure with notes for the approval of the Plenary Meeting. The Executive Committee shall also submit the report of the auditor as referred to in Article 16 paragraph 3. After expiration of such period any Member may commence proceedings against all members of the Executive Committee for the enforcement of these obligations.

4. The Executive Committee shall be obliged to keep the records referred to in the paragraphs 2 and 3 for a period of ten years.

Article 16. Auditor

1. The Association shall appoint an auditor to audit the balance sheet and the statement of income and expenditure.

2. Such appointment shall be made by the Plenary Meeting. If the latter fails to do so, such appointment shall be made by the Executive Committee. The appointment may at all times be revoked by the Plenary Meeting and by the Executive Committee, the latter only in the event it has appointed the auditor.

3. The auditor shall produce a report on the audit examination to the Executive Committee.

Article 17. Financial Matters

1. The Annual Budget shall be approved annually by a Plenary Meeting to be held in the second half of the previous year and shall comprise:

a. any shortfall in respect of previous years;

b. all anticipated expenditure by the Association;

c. all anticipated expenditures to meet the obligation to provide funds for the POC pursuant to Article 6 (h) of the CORE-MoU;

d. all anticipated income, including contributions from Members; and

e. any surplus in respect of previous years.

2. a. The Annual Budget shall provide separately for anticipated expenditure to be funded by Compulsory Contributions (for the purposes of this Article 17 called "Compulsory Expenditure") and for expenditure to be funded by Voluntary Contributions (for the purposes of this Article 17 called "Voluntary Expenditure"). It shall be in such format and shall include such detail as may be required by the Plenary Meeting. The amount of the Compulsory Contributions, which shall in any event not exceed US$_______, shall be determined by the Plenary Meeting.

b. Any shortfall in respect of Compulsory Expenditure that arises during a financial year because of additional expenditure previously approved by the Plenary Meeting or because of the failure of one or more Members to pay its or their annual Compulsory Contributions shall, at the discretion of the Plenary Meeting, be levied by the Permanent Secretariat on the Members during the financial year in which it occurs or be financed out of the capital (if any) of the Association. In the event that at the year-end a credit balance remains in the accounts it may be credited against Members contributions for the following year in such manner as may be determined by the Plenary Meeting.

c. Any shortfall in respect of Voluntary Expenditure that arises during a financial year shall be levied by the Permanent Secretariat during the financial year in which it occurs on the Members who agreed to contribute.

3. All financial transactions (save in the case of existing agreements) shall be transacted in European Currency Units (ECU's). Furthermore, all financial matters shall be carried out in accordance with financial procedures adopted by the Plenary Meeting.

4. The liabilities and obligations of the Association may be enforced against its assets only, and no Member shall have any individual liability for any liabilities or obligations of the Association. A Member's liability vis-à-vis the Association is limited to the payment of its Compulsory and/or Voluntary Contributions.

5. Compulsory Contributions shall be divided among the Members equally.

6. Voluntary Contributions shall be divided among the Members who have chosen to contribute to Voluntary Expenditure in accordance with their undertaking to contribute.

7. A Member who fails to pay its contribution within 90 days of the due date, may, after it has been duly reminded to do so, be suspended by the Executive Committee. The provisions of Article 6 paragraph 5 up to and including 8 shall apply correspondingly. However, the Executive Committee may decide to invite the suspended Member to attend a Plenary Meeting as a listener only.

Article 18. Intellectual Property Rights

1. Each Member is entitled to use the intellectual property rights of the Association, including the Trade Marks, to the extent that such use is allowed by the Plenary Meeting and/or set forth in specific regulations. The Plenary Meeting shall also set forth the terms and conditions of such use in a general decision to that effect.

2. Each Member shall be obliged to grant to the Association, on fair, reasonable and non-discriminatory terms, the intellectual property licenses necessary for the fulfillment of the objectives of the Association.

Article 19. Notices

1. A notice pursuant to these Articles of Association shall be in writing and may be given by the Association to any Member either personally or by sending it by post or by sending it by facsimile or by sending it by electronic mail to the Member's registered address or principal place of business as last notified to the Permanent Secretariat, unless otherwise provided by these Articles of Association. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of 96 hours after the letter containing the same is posted and in any other case at the time at which the letter would be delivered in the ordinary course of post. Where notice is served by facsimile or by electronic mail it shall be deemed to have been received on the day following the day on which it was transmitted.

2. Notice of every Plenary Meeting shall be given in any manner hereinbefore authorised to:

a. every Member; and

b. the members of the Executive Committee.

No other person shall be entitled as of right to receive notices of Plenary Meetings.

Article 20. Amendment of the Articles of Association

1. The Articles of Association can be amended only by a resolution of the Plenary Meeting, which has been convened with the statement that an amendment of the Articles will be proposed in that Meeting. Such resolution cannot be taken by way of a written procedure.

2. Those who have convened the Plenary Meeting to discuss a motion to amend the Articles shall ensure that, at least 10 days before the meeting, a copy of such motion containing the verbatim text of the proposed alteration has been received by all Members and the office of the Permanent Secretariat for inspection by the Members until the end of the day on which the meeting is held.

3. A resolution to amend the Articles of Association shall require the affirmative vote of the Founding Members and a majority of not less than 67% of the total votes actually cast in a meeting in which at least two-thirds of the Members are present or represented. Should two-thirds of the Members not be present or represented, then a second meeting shall be convened after that meeting, to be held within four weeks after the first one, in which a resolution on the proposal as discussed in the preceding meeting can be adopted irrespective of the number of Members present or represented, provided that it is adopted by the affirmative vote of the Founding Members and a majority of not less than 67% of the total votes actually cast.

4. An amendment of the Articles shall become effective upon a resolution adopted in accordance with the previous paragraphs 1, 2 and 3.

Article 21. Dissolution

1. The Association may be dissolved by a resolution of the Plenary Meeting. The provisions of the paragraphs 1, 2 and 3 of the preceding Article shall apply accordingly.

2. Any balance remaining after liquidation shall be divided among those who were Members at the time when the resolution to dissolve was adopted. However, the resolution to dissolve may also specify another destination for the balance. All rights in intellectual property owned by the Association shall upon dissolution become the joint property of each of those who were Members at the time when the resolution to dissolve was adopted.

Article 22. Regulations

1. The Plenary Meeting may adopt regulations. The provisions of paragraphs 1, 2 and 3 of Article 20 shall apply accordingly.

2. The regulations shall not be contrary to these Articles of Association.

Article 23. Language

English shall be the working language of the Association and all Permanent Reference Documents shall be in the English language as far as no other language is prescribed by law. When an Association document is not made in English, an official translation in the English language shall be made available by the Permanent Secretariat.

Article 24. Governing law - Disputes

These Articles of Association and all regulations promulgated hereunder shall be governed by the laws of Switzerland.

All disputes arising in connection with these Articles of Association or regulations based on these Articles of Association shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force. The appointing authority shall be the Secretary General of the Permanent Court of Arbitration. There shall be a sole arbitrator. The place of arbitration shall be Geneva. The language to be used in the arbitral procedure shall be English. The dispute, controversy or claim shall be decided in accordance with Swiss law.

[date]

REGULATIONS OF THE CORE ASSOCIATION

ON RULES AND PROCEDURES

The following regulations on rules and procedures (the "Regulations") have been adopted as regulations of the CORE Association on the basis of Article 22 of the Articles of Association. The definitions in the Articles of Association shall have the same meaning hereinafter.

Article 1. Members.

1. A written application for membership shall be made to the Permanent Secretariat. Such application shall be in the form required by the Permanent Secretariat. The Executive Committee shall then proceed as set forth in Article 5.2 of the Articles of Association and shall be entitled to request such further or other information as it may deem necessary for that purpose.

2.a. An up-to-date alphabetical list of all Members shall be maintained, and made available to the Members, by the Permanent Secretariat.

b. Every Member is obliged to notify its name and address, telephone, email and fax numbers and any change thereto to the Permanent Secretariat.

Article 2. Proceedings at Plenary Meetings. Quorum

1. If within one hour from the time appointed for the Plenary Meeting a quorum is not present, the Plenary Meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to such other time and place as the Chairman may determine, and if at the adjourned Plenary Meeting a quorum is not present within one hour from the time appointed for the Plenary Meeting, the Members present shall be a quorum.

2. The Chairman shall preside as chairman at every Plenary Meeting. In case the position of the Chairman is vacant or if the Chairman is not present within one hour after the time appointed for the holding of the Plenary Meeting or if he is unwilling to act, the Deputy-Chairman shall chair the Meeting and if he is not present within one hour at the time appointed for the holding of the Plenary Meeting or is unwilling to act, the Members present shall elect one of their representatives to act as chairman of the Plenary Meeting.

3. The chairman of the Plenary Meeting may, with the consent of any Plenary Meeting at which a quorum is present (and shall, if so directed by the Plenary Meeting), adjourn the Plenary Meeting from time to time and from place to place, but no business shall be transacted at any adjourned Plenary Meeting other than the business left unfinished at the Plenary Meeting from which the adjournment took place. When a Plenary Meeting is adjourned for 10 days or more, notice of the adjourned Meeting shall be given as in the case of an original Plenary Meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned Plenary Meeting.

4. At any Plenary Meeting, a resolution put to the vote of the Plenary Meeting shall be decided by consensus or on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:

a. by the chairman of the Plenary Meeting; or

b. by at least two Members present or represented; or

c. by any Member or Members present or represented and entitled to cast not less than one-tenth of the votes at the Plenary Meeting.

Unless a poll is so demanded, a ruling by the chairman of the Plenary Meeting that a resolution has, by consensus or on a show of hands, been carried or carried unanimously or by a particular majority or lost, and an entry to that effect in the book containing the minutes of proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

5. If a poll is duly demanded it shall be taken in such manner as the chairman of the Plenary Meeting directs and the result of the poll shall be deemed to be the resolution of the Plenary Meeting at which the poll was demanded. The demand for a poll may be withdrawn.

6. When there is a tie of votes, whether on a show of hands or on a poll, the proposal is thus rejected.

7. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the Plenary Meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

8.a. Resolutions of the Plenary Meeting may also be adopted by written procedure, except for resolutions as referred to in Article 6 paragraph 8, Articles 20, 21 and 22 of the Articles of Association.

b. The Executive Committee, through the Permanent Secretariat, shall give notice to every Member of the intention to seek a decision by written procedure. Such notice shall include the full text of the proposal or the terms of decision.

c. A Member shall have seven days from receipt of the notice in which to notify the Executive Committee in writing, via the Permanent Secretariat, whether or not it approves of the proposed decision. In the event that a Member fails or neglects to reply within these seven days it shall be deemed to have abstained.

d. A decision by written procedure of the Members shall be deemed to be taken if a majority of not less than 67% of the votes actually cast, of the Members entitled to vote pursuant to the Articles of Association, are cast in favour of such decision.

9.a. The proceedings of a Plenary Meeting shall be recorded in minutes, which contain the date, time and place of the Plenary Meeting, the name of the Members present or represented, the name of the individuals present, the agenda, proposals, a summary of relevant discussions, a list of meeting documents presented, details of proposals passed, and if appropriate, details of voting and details of any objections to voting.

b. The minutes shall be written by the Permanent Secretariat within a reasonable time after a Plenary Meeting.

c. The minutes shall be provisionally approved by the Chairman and forwarded for distribution to all Members within a reasonable time, but not exceeding four weeks following the Plenary Meeting. Objections to the minutes and proposals for amendments must be made in writing within one month after receiving the minutes. If no objections are received the minutes are deemed adopted. If objections are made, the next Plenary Meeting shall consider such objections and adopt the minutes having made such amendments as may be appropriate.

Article 3. Votes of Members. Members Proposals

1. No objection shall be raised to the qualification of any Member to cast its vote(s) except verbally at the Plenary Meeting or adjourned Plenary Meeting at which the vote objected to is given or tendered, and every vote not disallowed at such Plenary Meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the Plenary Meeting whose decision shall be final and conclusive.

2. Members may propose to the Plenary Meeting appropriate policy positions and decisions to be adopted by the Plenary Meeting;

Article 4. Proxy

1. The document appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Permanent Secretariat or at such other place as is specified for that purpose in the notice convening the Plenary Meeting before commencement of the Plenary Meeting or adjourned Plenary Meeting.

2. The document appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. A proxy shall not be entitled to cast the votes of more than ten Members (including itself).

3. A vote given in accordance with the terms of a proxy shall be valid notwithstanding the previous revocation of the proxy or of the authority under which the proxy was executed, if no intimation in writing of such revocation as aforesaid is received before the commencement of the Plenary Meeting or adjourned Plenary Meeting at which the proxy is used.

Article 5. Powers and Duties of the Executive Committee

1. The Executive Committee:

a. may propose to the Plenary Meeting appropriate policy positions and decisions to be adopted by the Association;

b. may admit new Members and propose to the Plenary Meeting the expulsion of existing Members;

c. may propose to the Plenary Meeting matters concerning the dissolution of the Association;

d. may propose to the Plenary Meeting amendments to the Articles of Association;

e. may appoint authorized signatories of the Association;

f. may appoint advisors to advise it on the discharge of its duties. In a case where this involves payment to a third party, the budgetary provision must be agreed in advance by a Plenary Meeting;

g. shall propose the work programme and the budget and shall propose for acceptance the accounts to the Plenary Meeting;

h. shall prepare the Executive Committee's annual report and present it at a Plenary Meeting;

i. shall present annually the audited balance sheet, reports (including staffing details) and accounts for the approval of the Annual Meeting;

j. shall where necessary, communicate general policy as determined by the Plenary Meeting or by a Working, Regional or Interest Group to the press and other media;

k. shall report to each Plenary Meeting on its activities and those of its members or delegates since the last Plenary Meeting;

l. shall supervise the operation of the Working, Regional and Interest Groups;

m. shall discharge such other functions as are assigned to it by the Articles of Association, these Regulations and/or the Plenary Meeting.

2. The Executive Committee shall be entitled to assign, under its responsibility, certain parts of its duties to the Chairman, the Deputy-Chairman, the Permanent Secretariat, or to committees to be appointed by it.

3. The Executive Committee shall require approval of the Plenary Meeting for decisions to:

a. without prejudice to the provision under b. below, enter into legal transactions and to make expenditure exceeding an amount of US$ _________as decided upon by the Plenary Meeting;

b. I. hiring, letting or in another manner acquiring or giving the use or benefit or real property;

II. entering into agreements whereby the Association is granted a bank credit;

III. lending as well as borrowing moneys, with the exception of taking up moneys under a bank credit granted to the Association;

IV. being a party to legal proceedings, including the conducting of arbitration proceedings, with the exception of taking measures which are of a conservatory or urgent nature;

V. entering into and changing employment contracts.

Article 6. Proceedings of the Executive Committee

1. The members of the Executive Committee may meet for the dispatch of business, adjourn and otherwise regulate its meetings as they think fit. Questions arising at any meeting shall be decided by an absolute majority of the votes cast. In a meeting of the Executive Committee each member of the Executive Committee shall have one vote. Meetings shall be chaired by the Chairman, and in its absence by the Deputy-Chairman. Where there is a tie of votes, the chairman of the Meeting shall have a second or casting vote. A member of the Executive Committee may at any time summon a meeting of the Members of the Executive Committee.

2. The quorum necessary for the transaction of the business of the members of the Executive Committee shall be two thirds of the number of members of the Executive Committee.

3. Minutes will be kept of the proceedings at each meeting of the Executive Committee, whether held in person, by telephone, video conference, Internet conferencing methods or other similar means of communication, by the Permanent Secretariat. The minutes shall be provisionally approved by the Chairman and forwarded for distribution to all the members of the Executive Committee within a reasonable time. Objections to the minutes and proposals for amendments must be made in writing within two weeks after receiving the minutes. If no objections are received the minutes are deemed adopted. If objections are made, the next Executive Committee Meeting shall consider such objections and adopt the minutes having made such amendments as may be appropriate.

4. Further rules in respect of the meeting and resolutions of the Executive Committee may be given in rules to be approved by the Plenary Meeting.

5. A resolution in writing, signed by all members of the Executive Committee for the time being entitled to receive notice of a meeting of the members of the Executive Committee, shall be as valid as if it had been passed at a meeting of the members of the Executive Committee duly convened and held.

6. Any member of the Executive Committee may participate in a meeting of the members of the Executive Committee by means of telephone, video conference or other similar means of communication whereby all persons participating in the meeting may hear each other speak and participation by a meeting in this manner shall constitute presence in person at such meeting. Minutes of the meeting, including where held by telecommunications link, shall be taken and circulated.

Article 7. Permanent Secretariat. Co-ordinator

1. The Executive Committee shall be assisted by the Permanent Secretariat.

2. The Permanent Secretariat is headed by a Co-ordinator appointed by the Plenary Meeting. The Permanent Secretariat can (but need not) be manned by persons employed by the Association.

3. The location of the Permanent Secretariat shall be determined by the Plenary Meeting.

Article 8. Powers and Responsibilities of the Permanent Secretariat

1. The Permanent Secretariat shall have no decision making powers beyond those necessary for the management of the Permanent Secretariat.

2. The Permanent Secretariat shall carry out the tasks that are entrusted to it in order to secure the good administration of the work according to the Articles of Association and the Regulations and as instructed by the Plenary Meeting and/or by the Executive Committee.

3. The Permanent Secretariat shall:

a. prepare the draft annual budget to be presented by the Executive Committee to the Plenary Meeting each year;

b. account for the administration and finances of the Association to the Executive Committee;

c. prepare annually the audited balance sheet, reports (including staffing details) and accounts to be presented by the Executive Committee to the Annual Meeting;

d. prepare the minutes of Plenary Meetings and keep those minutes with annexes, together with Permanent Reference Documents, in files for a minimum period of five years, provided that all documents relating to financial matters (including, but not limited to, accounts, financial statements, correspondence and agreements having an impact on the accounts and/or the balance sheet) must be kept for ten years, and further provided that all Permanent Reference Documents in their latest version are at all times kept in files;

e. prepare the Permanent Secretariat's annual report to be presented to the Executive Committee;

f. present activity reports to the Executive Committee and communicate regularly with the Executive Committee within its area of responsibility;

g. maintain an up-to-date list of all Members;

h. maintain a list of up-to-date Permanent Reference Documents ("PRDocs"). This list shall indicate the status and development of PRDocs;

i. maintain a PRDoc procedure concerning PRDoc version change control;

j. maintain an up-to-date list of each Working Regional and Interest Group Chairman's name, address, telephone and fax numbers;

k. advise the host member in organising Plenary Meetings and provide such support as is reasonably required;

l. receive and handle applications for membership in accordance with Article 5.2 of the Articles of Association;

m. prepare amendments and updates of the vote and cost allocations to be presented to the Executive Committee;

n. discharge such other tasks as may be assigned to it by the Plenary Meeting, the Chairman or the Executive Committee or the Articles of Association or the Regulations.

4. The Permanent Secretariat may with the prior consent of the Executive Committee appoint advisors to advise it on the performance of its duties. The fees of such advisors must be provided for in the annual budget to be approved by the Plenary Meeting.

Article 9. Appointment of the Co-ordinator and other Senior Executives

1. The Plenary Meeting shall decide on the appointment (including term of office) of the Co-ordinator and other senior executives from a list of candidates presented by the Executive Committee.

2. The post of the Co-ordinator of the Permanent Secretariat, if vacant, shall first be advertised within the membership.

3. The Executive Committee shall issue guidelines to the Permanent Secretariat in respect of the administration of financial matters such as the signing of checks, payment of invoices and administration of bank accounts.

Article 10. Working Groups. Regional Groups. Interest Groups

1. Working Groups may be appointed by the Plenary Meeting.

2. The Plenary Meeting shall define the terms of reference for each Working Group at the time of its establishment and revise such terms of reference when necessary.

3. All costs incurred in making a person available to sit on a Working Group shall be borne by the Member which employs or nominates that person unless otherwise decided by the Plenary Meeting.

4. The terms of reference of each Working Group shall include:

a. the precise task of the Working Group;

b. the time scale for submission of progress reports to the Plenary Meeting;

c. the nature of the required output;

d. the overall time scale; and

e. if necessary, the names of third parties which the Working Group may consult and a budget for the professional fees and expenses of such third parties.

5. The chairman of each Working Group shall notify the Permanent Secretariat of its name, address, telephone and fax numbers, and any changes thereto.

6. Working Groups shall operate under such rules of procedure as may be determined by the Plenary Meeting from time to time. The mandate of each Working Group shall be limited to a period of two years. The chairman of each Working Group shall be appointed by the Plenary Meeting for a period of two years.

7. Each Working Group shall consist of experts nominated by the Members which experts' expertise shall be relevant to the tasks entrusted to the Working Group. Each expert shall be an employee or authorized representative of the nominating Member. Persons who are not employed by Members shall not be entitled to attend Working Group Meetings. Exceptionally, when the task of a Working Group so requires, on the recommendation of the chairman or member of the Working Group, experts who are not employed by Members may participate in Working Groups, subject to the agreement of the chairman of the Working Group. The Working Group shall coordinate the participation by such persons.

8. The costs incurred in making available the services of a person who is not employed by a Member nor by the Association shall be certified by the chairman of the Working Group and paid by the Permanent Secretariat. The categorization of such costs as costs to be funded by Voluntary or Compulsory Contributions shall be a matter for the Plenary Meeting.

9. A group of Members in a certain region, which group is not appointed by the Plenary Meeting as a Working Group, and which group of Members contributes to the objectives of the Association, may be recognized and established by the Plenary Meeting as a Regional Group, having those rights as approved by the Plenary Meeting. The chairman of such a Regional Group shall have the title of Vice-Chairman.

10. A group of Members with a special interest, which group is not appointed by the Plenary Meeting as a Working Group, and which group of Members contributes to the objectives of the Association, may be recognized and established by the Plenary Meeting as an Interest Group, having those rights as approved by the Plenary Meeting. The chairman of such an Interest Group shall also have the title of Vice-Chairman.

11. Where in this Article 10 reference is made to a Member, this reference shall be deemed to include a subsidiary or other affiliated company of a Member.

Article 11. Financial Matters

1. Member's Compulsory and/or Voluntary Contributions for any year - save in the case of new Members - shall be based on the up-to-date list of Members as at the date of the Plenary Meeting at which the budget was approved.

2. The Permanent Secretariat shall invoice each Member for the amount of its annual Compulsory and, as the case may be, Voluntary Contribution.

3. All contributions of Members are payable in full 60 days after the date of invoice.

4. If any Member's contribution shall not have been received within one month of the due date, the Member in default shall pay interest at the rate of (15) per cent per annum, such interest to accrue from day to day, from the due day until receipt of the payment into the Association's bank account.

5. All expenditure outside approved budget shall be referred for prior approval to the Plenary Meeting.

6. Invoices in respect of approved expenditure of Working Groups and other payments (certified by a member of the Working Group) shall be submitted to the Permanent Secretariat for payment.

Article 12. Documents

1. Documents prepared and issued under the authority of the Articles of Association may be Binding or Non-Binding on the Members. The availability of these documents may be Restricted to Members or they may be UnRestricted.

2. The contents of an agreed Binding Document reflect a common agreement on which basis service to roaming subscribers takes place. Members accept responsibility for the commitments that follow from its substance. A bilateral agreement may supplement the Binding common agreement, but does not render it invalid and must not conflict with the Binding common agreement.

3. In general, Binding Documents shall come into effect immediately after approval by the Plenary Meeting. The Plenary Meeting may stipulate a transition period where it considers such necessary.

4. The contents of a Non-Binding document are for information purposes only.

5. A Restricted Document is generally not for distribution to non-Members. The availability of a Restricted Document to non-Members shall be determined under the Restricted Document Procedures issued by the Plenary Meeting.

6. Restricted Special Documents can only be made available, even to Members, under control of a special procedure and under special conditions (if any) determined by the Plenary Meeting.

7. An UnRestricted document may be distributed without any restriction.

8. Meeting Documents are those documents which are presented at Plenary Meetings or Working Group Meetings as proposals, specifications or for information purposes.

9. Permanent Reference Documents are documents issued by, approved by or noted by the Plenary Meeting as such documents.

10. Subject to the exercise by the Plenary Meeting of its right to categorise or re-categorise, documents shall be categorised as UnRestricted, Restricted or Restricted Special by the Member, members of the Executive Committee, Working Group, or Plenary Meeting which prepared, issued or approved the document.

11. Members shall take all reasonable steps which are necessary in their countries to protect the copyright and confidentiality of Association documents and in the event that registration is necessary for such protection, shall without delay inform the Permanent Secretariat for consideration by the Executive Committee.

Article 13. Miscellaneous

1. Each Member agrees that the Association, its staff, the Members, the members of the Executive Committee, the members of the Working Groups, shall be immune from all liability in respect of any loss or damage suffered by a Member in reliance on any advice or information, in whatever form, published or given by the Association, the Plenary Meeting, the members of the Executive Committee, Working Groups and the staff of the Association or any Member, in the performance of its duties to the Association.

2. Unless required by law, court order or by order of a governmental authority or other telecommunication administration having supervisory power over a Member in relation to Registrar activities, or unless specifically marked for disclosure to the public, press, media or selected third parties, any advice information, in whatever form, is provided by the Association, its staff, the Plenary Meeting, the members of the Executive Committee, the Working Groups, to the Members for the use of Members only. Any Member who discloses any such advice or information, in whatever form, to any third party, shall indemnify the Association against any liability, claims, loss, damage, cost or expenses arising out of any such third party relying on such advice or information.

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