************ 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 gov= erned 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 G= eneva (Switzerland); it may have offices in countries outside Switzerland as we= ll. 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; "Chair" means the chair of the Association as referred to in Article= 12; "Compulsory Contributions" means contributions which must be paid by = all Members; "CORE-MoU" means the Memorandum of Understanding executed on behalf o= f iPOC and other parties, not yet approved; "DNS" means the Domain Name System which is the Internet naming syste= m as defined in RFC 1591; "gTLD-MoU" means the Memorandum of Understanding dated May 1, 1997 e= xecuted on behalf of IANA , ISOC and other parties; "Executive Committee" means the executive committee of the Associatio= n as referred to in Articles 11 through 13; "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; "iPOC" means the interim Policy Oversight Committee formed under the = provisions of the gTLD-MoU; "ISOC" means the Internet Society; "Member" means every Registrar whose application to act as Registrar = was filed prior to October 16, 1997 and accepted pursuant to the gTLD-MoU, and ever= y Registrar who is accepted as Member of the Association in accordance with= Article 5; "Permanent Reference Document" ("PRDoc") means a document noted a= s such by a Plenary Meeting and listed as such by the Permanent Secretariat on the li= st of Permanent Reference Documents; "Permanent Secretariat" means the permanent secretariat established p= ursuant to Article 10 para-graph 2 sub m; "Plenary Meeting" means the body of the Association formed by the Mem= bers as well as the meeting of the Members; "Policy Advisory Body" ("PAB") means the Policy Advisory Body for= med under the provisions of the gTLD-MoU; "Policy Oversight Committee" ("POC") means the Policy Oversight C= ommittee formed under the provisions of the gTLD-MoU; "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 onl= y by those Members who agree to such contributions. 2. Expressions referring to writing shall, unless otherwise specified, b= e construed as including references to printing (fax, telex, photocopy), electronic mail and any other modes of representing or reproducing words = in a visible form. 3. Unless otherwise specified, words or expressions contained in these A= rticles shall bear the same meaning as in the Act in force at the date at which t= hese Articles become binding on the Association. Article 3. Objectives 1. The Association is non-profit oriented and shall have as its objective= s the establishment of a structure in which the Registrars can operate in accor= dance 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 compati= ble development of standards, specifications and agreements relating to the assignment of SLDs in the gTLDs. 3. These objectives shall be accomplished via Members' support, participa= tion, consultation and lobbying in the Association. Article 4. Funds 1. The funds of the Association shall consist of contributions of the Mem= bers, grants, gifts and other benefits. 2. The income and property of the Association, whenever 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 pa= id or transferred directly or indirectly by way of dividend, bonus or otherwise= howsoever by way of profit, to the Members of the Association, provided t= hat nothing herein shall prevent the payment, in good faith, of reasonable an= d proper remuneration to any officer or servant of the Association, or to a= ny Member of the Association. Article 5. Members 1. In addition to the Registrars that are Members by virtue of having fil= ed applications to act as a Registrar prior to October 16, 1997, which appli= cations were accepted pursuant to the gTLD-MoU, every Registrar can, subject to admittance pursuant to paragraph 2 of this Article 5, become a Member of = the Association. 2. Applications for membership shall be submitted to the Permanent Secret= ariat who, upon verifying their completeness, shall forward such applications t= o the Executive Committee. The Executive Committee shall, upon receipt of a certificate of acceptance of these Articles and such other documents as i= t may reasonably require, approve or deny the application. Admission as a Mem= ber 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= =2E The regulations on Trade Marks, and any modifications thereto as adopted in accordance with Article 21, 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 t= he event: i. a Member no longer meets the requirements for membership laid down in = these Articles; ii. a Member does not fulfill its obligations towards the Association; = or iii. the Association cannot reasonably be expected to let the membership continue; c. the Member ceases to be a Registrar; d. expulsion by the Plenary Meeting. This can be pronounced only when a = Member acts contrary to the Articles, regulations and resolutions of the Associa= tion, 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 define= d in Article 14, para.1) and with due observance of a term of notice of four w= eeks However, membership can be terminated forthwith if the Association or th= e Member cannot reasonably be expected to let the membership continue. b. In the case of expulsion the date on which membership ends shall be deter-mined by the Plenary Meeting. 3. In case of resignation contrary to the provision of the preceding para= graph, 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 Me= mber shall be obliged to pay to the Association any financial contribution whi= ch the Member was obliged to pay before the membership terminated. b. In the event of termination of membership for whatever reason, a Memb= er 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 Me= mbers are changed. Discontinuation 5. Notice of discontinuation of membership of the Association shall be g= iven 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 membe= rship as referred to in paragraph 1 sub b, the Member concerned may appeal to t= he Plenary Meeting within four weeks after receipt of the notice of disconti= nuation by submitting to the Executive Committee a letter objecting against the n= otice of discontinuation of membership. The Executive Committee is obliged to t= able 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 shal= l 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. A 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 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 Secre= tariat 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 ta= ken 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 up= on its proposed expulsion and shall be notified of the decision by registered le= tter. 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 Chair. I= n 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 i= n Geneva or at any other place and at the date the Chair deems appropriate.= 2. Subject to paragraph 1, the Association shall, within six months after= the beginning of each calendar year (unless this period has been extended by = the Plenary Meeting), hold a Plenary Meeting as its Annual Meeting, in additi= on to any other meeting in that year, and shall specify the Annual Meeting as s= uch in the notices calling it. 3. The Association=92s First Annual Meting shall be called as soon as all= applications to act as Registrar filed prior to October 16, 1997 are proc= essed. 4 All Plenary Meetings other than Annual Meetings shall be called Extraor= dinary Plenary Meetings. Extraordinary Meetings may offer the opportunity for th= e Members to speak by telecommunications means. 5. The Executive Committee may, whenever it thinks fit, convene an Extrao= rdinary 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 v= ote at a Plenary Meeting. 6. All Members have the right to attend Plenary Meetings. However, suspen= ded Members are not authorized to attend Plenary Meetings, subject to the pro= vision of Article 6 paragraphs 6 and 7 and of Article 16 paragraph 7. A Member m= ay authorize another Member to represent it at a Plenary Meeting by way of a= proxy. Such proxy shall be produced at the demand of any Member and has to be ma= de in the form as referred to in the regulations on rules and procedures. The a= uditor as referred to in Article 15 shall be invited to attend the Annual Meetin= g whenever the Executive Committee or Members entitled to attend and cast n= ot less than one-tenth of the votes at a Plenary Meeting deem such necessary. 7. Resolutions of the Plenary Meeting may also be adopted by written proc= edure, except for resolutions as referred to in Article 6 paragraph 8, Articles = 19, 20 and 21 of the Articles of Association. 8. All travel, hotel and other expenses incurred by a Member's representa= tive in connection with its attendance at Plenary Meetings or Working Group Meeti= ngs, or otherwise in connection with the Association, shall be paid by the releva= nt Member(s), unless otherwise decided by a Plenary Meeting. Article 8. Notice of Plenary Meetings 1. 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 Art= icle 19 paragraph 1 and Article 20 paragraph 1, the notice shall furthermore anno= unce the business to be dealt with, the agenda and, in the case of special bus= iness, the general nature of that business. The notice shall be given to the per= sons as referred to in Article 18. 2. Extraordinary Meetings which offer the opportunity for the Members to participate by telecommunications shall be called by two days=92 notice a= t the least. 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 achi= eve a quorum when at least half the total number of Members are present or repr= esented by proxy. 3. Unless otherwise provided by these Articles of Association, all resolu= tions 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 chairs of Regional and Interest Group= s, and the approval of their terms of reference and rules of procedure; and d. the approval of the budget, including the amount of budgeted Compulso= ry and Voluntary Contributions, of the accounts and the Executive Committee's an= nual report; and e. the appointment of an auditor; and f. the amendment of the Articles of Association and the dissolution of t= he Association; and g. the approval of the work programme of the Association and any necessa= ry 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 Associ= ation; and j. the adoption of financial procedures; and k. the decision on an appeal of a Member as referred to in Article 6 par= agraphs 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 A= rticles 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 negoti= ation 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 t= o 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 contrar= y to the Articles of Association. 3. Resolutions on the matters specified in this Article 10 can only be ta= ken with a majority of not less than 67% of the total votes actually cast. Article 11. Executive Committee 1. There shall be an Executive Committee consisting of two natural person= s as a minimum, viz. the Chair and the Deputy-Chair, and seven natural persons a= s a maximum. The members of the Executive Committee shall be appointed by the= Plenary Meeting. The number of members of the Executive Committee shall b= e decided on by the Plenary Meeting. 2. Only an officer, director or employee of a Member can be appointed as = a member of the Executive Committee. Each member of the Executive Committee= shall be an officer, director or employee of a different Member. 3. Each member of the Executive Committee, when appointed for a certain t= ime, may be dismissed or suspended by the Plenary Meeting at any time. Any sus= pension which is not followed by a resolution of dismissal within three months, s= hall end by the lapse of that term. 4. Each member of the Executive Committee shall retire at the latest thre= e 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 reappointm= ent, subject to the provision of paragraphs 1 and 2 of Article 12; a member wh= o 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 Plen= ary Meeting in case the member of the Executive Committee has accepted an emp= loyment contract with another Member. 6. Notwithstanding the provisions contained in the precedent paragraphs, = the first elected Executive Committee shall serve until the First Annual meet= ing provided for in Article 7.3. Members of this first Executive Committee sh= all be eligible for reappointment. 7. All travel, hotel and other expenses incurred by a member of the Execu= tive Committee in connection with attendance at meetings in person of the Exec= utive Committee shall be paid by the member, unless otherwise decided by a Plen= ary Meeting. Article 12. Chair and Deputy-Chair 1. The Chair and the Deputy-Chair shall be appointed in their function by= the Plenary Meeting for a period of one year and shall be eligible for reappo= intment as such for another period of one year. By exception to the preceding rul= e the first elected Chair and Deputy-Chair shall stay in office until the First= Annual Meeting provided for in Article 7.3. The first Chair and Deputy-Chair sha= ll be eligible for reappointment. 2. The Deputy-Chair normally succeeds the Chair on the latter's terminati= on of office. The name(s) of the candidate(s) for the function of Deputy-Chair = for the following year shall be notified to the Permanent Secretariat within thre= e months of the end of the current Chair'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 Chair shall preside over the meetings of the Executive Committee a= nd the Plenary Meetings and is authorised in its capacity as Chair to represent = the Association. 4. The Chair may invite observers to the Plenary Meeting or to a part of = the Plenary Meeting upon such terms and conditions as he defines. Article 13. 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, t= he 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 Pl= enary Meeting and within the scope of the objectives of the Association, be aut= horized to enter into agreements to purchase, dispose or encumber registered prop= erty, or to enter into agreements whereby the Association commits itself as gua= rantor or joint and several debtor, warrants performance by a third party or und= ertakes to provide security for a debt of a third party. 4. Without prejudice to the provision of paragraph 3 the Association shal= l be represented: a. either by the Executive Committee in corpore; b. or by the Chair acting singly; c. or by two members of the Executive Committee, acting jointly; d. or by such authorized signatories as appointed by the Executive Commi= ttee. Article 14. 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 o= f the financial position and of all activities - in accordance with the require= ments arising from these activities - of the Association and to store the relat= ing 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 t= he financial year, unless this period has been extended by the Plenary Meeti= ng, the Executive Committee shall submit an annual report on the course of busine= ss 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 o= f the Plenary Meeting. The Executive Committee shall also submit the report of = the auditor as referred to in Article 15, paragraph 3. After expiration of su= ch period any Member may commence proceedings against all members of the Exe= cutive Commit-tee 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 15. Auditor 1. The Association shall appoint an auditor to audit the balance sheet an= d the statement of income and expenditure. 2. Such appointment shall be made by the Plenary Meeting. If the latter f= ails 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 au= ditor. 3. The auditor shall produce a report on the audit examination to the Exe= cutive Committee. Article 16. Financial Matters 1. The Annual Budget shall be approved annually by a Plenary Meeting to b= e 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 expendi= ture to be funded by Compulsory Contributions (for the purposes of this Article 1= 6 called "Compulsory Expenditure") and for expenditure to be funded by = Voluntary Contributions (for the purposes of this Article 16 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 Contribu= tions, which shall in any event not exceed US$50.000 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 t= he Plenary Meeting or because of the failure of one or more Members to pay i= ts or their annual Compulsory Contributions shall, at the discretion of the Ple= nary 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 a= ny) of the Association. In the event that at the year-end a credit balance remai= ns in the accounts it may be credited against Members contributions for the fol= lowing 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 fi= nancial year in which it occurs on the Members who agreed to contribute. 3. All financial transactions (save in the case of existing agreements) s= hall be transacted in such currency as the Executive Committee may from time to t= ime determine. Furthermore, all financial matters shall be carried out in acc= ordance with financial procedures adopted by the Plenary Meeting. 4. The liabilities and obligations of the Association may be enforced aga= inst its assets only, and no Member shall have any individual liability for an= y liabilities or obligations of the Association. A Member's liability vis-=E0= -vis the Association is limited to the payment of its Compulsory and/or Volunt= ary Contributions. 5. Compulsory Contributions shall be divided among the Members equally. 6. Voluntary Contributions shall be divided among the Members who have ch= osen 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 d= ate, may, after it has been duly reminded to do so, be suspended by the Execut= ive Committee. The provisions of Article 6 paragraph 5 up to and including 8 = shall apply correspondingly. However, the Executive Committee may decide to inv= ite the suspended Member to attend a Plenary Meeting as a listener only. Article 17. 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 al= lowed by the Plenary Meeting and/or set forth in specific regulations. The Plen= ary Meeting shall also set forth the terms and conditions of such use in a ge= neral decision to that effect. 2. Each Member shall be obliged to grant to the Association, on fair, rea= sonable and non-discriminatory terms, the intellectual property licenses necessar= y for the fulfillment of the objectives of the Association. Article 18. 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 sen= ding 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 notifi= ed 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 let= ter 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 sam= e is posted and in any other case at the time at which the letter would be del= ivered 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 follo= wing the day on which it was transmitted. 2. Notice of every Plenary Meeting shall be given in any manner hereinbef= ore 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 Plena= ry Meetings. Article 19. 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 amend= ment of the Articles will be proposed in that Meeting. Such resolution cannot be = taken by way of a written procedure. 2. No amendment to these Articles of Association may be made that are co= ntrary to the principles or requirements of the CORE-MoU, including, without limitation, the requirement in Article 5(d) of the CORE-MoU that each Reg= istrar operate in all respects consistently with the provisions of the CORE-MoU.= 3. Those who have convened the Plenary Meeting to discuss a motion to ame= nd the Articles shall ensure that, at least 10 days before the meeting, a copy o= f such motion containing the verbatim text of the proposed alteration has been r= eceived 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. 4. A resolution to amend the Articles of Association shall require the affirmative vote of a majority of not less than 67% of the total votes ac= tually 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 represent= ed, then a second meeting shall be convened after that meeting, to be held at= least 24 hours later and within four weeks after the first one, in which the qu= orum requirement will be reduced to one-half of the members being present or represented. 5. An amendment of the Articles shall become effective upon a resolution = adopted in accordance with the previous paragraphs 1, 2 , 3 and 4. Article 20. Dissolution 1. The Association may be dissolved by a resolution of the Plenary Meetin= g. The provisions of the paragraphs 1, 2, 3 and 4 of the preceding Article shall= apply accordingly. 2. Any balance remaining after liquidation shall be divided among those w= ho were Members at the time when the resolution to dissolve was adopted. However,= the resolution to dissolve may also specify another destination for the balan= ce. All rights in intellectual property owned by the Association shall upon disso= lution become the joint property of each of those who were Members at the time w= hen the resolution to dissolve was adopted. Article 21. Regulations 1. The Plenary Meeting may adopt and amend regulations. The provisions of= paragraphs 1, 2, 3 and 4 of Article 19 shall apply accordingly. 2. The regulations shall not be contrary to these Articles of Association= =2E Article 22. Language English shall be the working language of the Association and all Permane= nt Reference Documents shall be in the English language as far as no other l= anguage 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 t= he Permanent Secretariat. Article 23. 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 prese= nt in force. The appointing authority shall be the Secretary General of the Per= manent Court of Arbitration. There shall be a sole arbitrator. The place of arbi= tration 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. October 3, 1997 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 21= of the Articles of Association. The definitions in the Articles of Association s= hall 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 Perman= ent Secretariat. The Executive Committee shall then proceed as set forth in A= rticle 5 paragraph 2 of the Articles of Association and shall be entitled to req= uest such further or other information as it may deem necessary for that purpo= se. 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, ema= il and fax numbers and any change thereto to the Permanent Secretariat. Article 2. Proceedings at Plenary Meetings. Quorum 1. Unless otherwise specified in the Articles of Association, the Plenary= Meeting shall be deemed formed only if a quorum of at least one-half (50= %) of the Members is reached. 2. The Chair shall preside as Chair at every Plenary Meeting. In case the= position of the Chair is vacant or if the Chair 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-Chair shall chair the Meeting and if he is n= ot present within one hour after the time appointed for the holding of the P= lenary Meeting or is unwilling to act, the Members present shall elect one of th= eir representatives to act as Chair of the Plenary Meeting. 3. The Chair 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 Me= eting), adjourn the Plenary Meeting from time to time and from place to place, bu= t no business shall be transacted at any adjourned Plenary Meeting other than = the business left unfinished at the Plenary Meeting from which the adjournmen= t 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 Me= eting. 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 M= eeting. 4. At any Plenary Meeting, a resolution put to the vote of the Plenary Me= eting shall be decided by consensus or on a show of hands unless a poll is (bef= ore or on the declaration of the result of the show of hands) demanded: a. by the Chair 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 n= ot less than one-tenth of the votes at the Plenary Meeting. Unless a poll is so demanded, a ruling by the Chair of the Plenary Meetin= g that a resolution has, by consensus or on a show of hands, been carried or car= ried unanimously or by a particular majority or lost, and an entry to that eff= ect in the book containing the minutes of proceedings of the Association shall b= e 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 Cha= ir 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 dem= and 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 Chair, or on a question of adjour= nment, shall be taken forthwith. A poll demanded on any other question shall be = taken at such time as the Chair of the Plenary Meeting directs, and any busines= s other than that upon which a poll has been demanded may proceed pending the tak= ing 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 19, 20 and 21 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 decisi= on. 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, whethe= r or not it approves of the proposed decision. In the event that a Member fail= s or neglects to reply within these seven days it shall be deemed to have abst= ained. d. A decision by written procedure of the Members shall be deemed to be t= aken if a majority of not less than 67% of the votes actually cast, of the Member= s entitled to vote pursuant to the Articles of Association, are cast in fav= our of such decision. 9.a. The proceedings of a Plenary Meeting shall be recorded in minutes, w= hich 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 document= s presented, details of proposals passed, and if appropriate, details of vo= ting and details of any objections to voting. b. The minutes shall be written by the Permanent Secretariat within a rea= sonable time after a Plenary Meeting. c. The minutes shall be provisionally approved by the Chair and forwarded= for distribution to all Members within a reasonable time, but not exceeding f= our weeks following the Plenary Meeting. Objections to the minutes and propos= als for amendments must be made in writing within one month after receiving the m= inutes. If no objections are received the minutes are deemed adopted. If objectio= ns are made, the next Plenary Meeting shall consider such objections and adopt t= he minutes having made such amendments as may be appropriate. Article 3. Votes of Members. Members=92 Proposals 1. No objection shall be raised to the qualification of any Member to cas= t its vote(s) except verbally at the Plenary Meeting or adjourned Plenary Meeti= ng at which the vote objected to is given or tendered, and every vote not disal= lowed at such Plenary Meeting shall be valid for all purposes. Any such objecti= on made in due time shall be referred to the Chair of the Plenary Meeting whose d= ecision shall be final and conclusive. 2. Members may propose to the Plenary Meeting appropriate policy position= s and decisions to be adopted by the Plenary Meeting. Article 4. Proxy 1. Documents authorizing a Membr to represent another member by proxy sha= ll be signed by the authorizing member, and shall be produced on demand by a Me= mber. 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 vo= tes 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 revocat= ion as aforesaid is received be-fore 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 de= cisions 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 Assoc= iation; 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 mus= t 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 a= t a Plenary Meeting; i. shall present annually the audited balance sheet, reports (including s= taffing details) and accounts for the approval of the Annual Meeting; j. shall, when 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 it= s members or delegates since the last Plenary Meeting; l. shall supervise the operation of the Working, Regional and Interest Gr= oups; m. shall discharge such other functions as are assigned to it by the Arti= cles 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 Chair, the Deputy-Chai= r, 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$2.000 as d= ecided upon by the Plenary Meeting; b. i. hire, let or in another manner acquire or give the use or benefit = of real property; ii. enter into agreements whereby the Association is granted a bank cred= it; iii. lend as well as borrow moneys, with the exception of taking up mone= ys under a bank credit granted to the Association; iv. be a party to legal proceedings, including the conducting of arbitra= tion proceedings, with the exception of taking measures which are of a conserv= atory or urgent nature; v. enter into and change employment contracts. Article 6. Proceedings of the Executive Committee 1. The members of the Executive Committee may meet for the dispatch of bu= siness, 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= =2E In a meeting of the Executive Committee each member of the Executive Committee= shall have one vote. Meetings shall be chaired by the Chair, and in its absence= by the Deputy-Chair. Where there is a tie of votes, the Chair of the Meeting sha= ll 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 member= s of the Executive Committee shall be two-thirds of the number of members of t= he Executive Committee. 3. Minutes will be kept of the proceedings at each meeting of the Executi= ve Committee, whether held in person, by telephone, video conference, Intern= et conferencing methods or other similar means of communication, by the Perm= anent Secretariat. The minutes shall be provisionally approved by the Chair 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 a= dopt the minutes having made such amendments as may be appropriate. 4. Further rules in respect of the meeting and resolutions of the Executi= ve 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 Commit= tee 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 meet= ing 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 conferenc= e or other similar means of communication whereby all persons participating in= the meeting may hear each other speak. Participation by a meeting in this man= ner shall constitute presence in person at such meeting. Minutes of the meeti= ng, including where held by telecommunications link, shall be taken and circu= lated. Article 7. Permanent Secretariat. Co-ordinator 1. The Executive Committee shall be assisted by the Permanent Secretariat= =2E 2. The Permanent Secretariat is headed by a Co-ordinator appointed by the= Plenary Meeting. The Permanent Secretariat can (but need not) be manned b= y persons employed by the Association. 3. The location of the Permanent Secretariat shall be determined by the P= lenary 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 A= rticles of Association and the Regulations and as instructed by the Plenary Meeti= ng and/or by the Executive Committee. 3. The Permanent Secretariat shall: a. prepare the draft annual budget to be presented by the Executive Commi= ttee 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 staffin= g details) and accounts to be presented by the Executive Committee to the A= nnual Meeting; d. prepare the minutes of Plenary Meetings and keep those minutes with an= nexes, together with Permanent Reference Documents, in files for a minimum perio= d of five years, provided that all documents relating to financial matters (including, but not limited to, accounts, financial statements, correspon= dence 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 t= he Executive Committee; f. present activity reports to the Executive Committee and communicate re= gularly 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 Grou= p Chair's name, address, telephone and fax numbers; k. advise the host member in organising Plenary Meetings and provide such= sup-port as is reasonably required; l. receive and handle applications for membership in accordance with Arti= cle 5 paragraph 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 Mee= ting, the Chair or the Executive Committee or the Articles of Association or th= e 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 ad-visors must be provided for in the annual budget to be ap= proved 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 Commit-tee. 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 Secret= ariat 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 Worki= ng 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 Gr= oup shall be borne by the Member which employs or nominates that person unles= s 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 Meeti= ng; 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 c= onsult and a budget for the professional fees and expenses of such third parties= =2E 5. The Chair 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 Chair of each Workin= g 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 w= hich experts' expertise shall be relevant to the tasks entrusted to the Workin= g Group. Each expert shall be an employee or authorized representative of t= he nominating Member. Persons who are not employed by Members shall not be e= ntitled to attend Working Group Meetings. Exceptionally, when the task of a Worki= ng Group so requires, on the recommendation of the Chair or member of the Wo= rking Group, experts who are not employed by Members may participate in Working= Groups, subject to the agreement of the Chair of the Working Group. The W= orking Group shall co-ordinate 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 Cha= ir of the Working Group and paid by the Permanent Secretariat. The categorizati= on 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 b= y the Plenary Meeting as a Working Group, and which group of Members contribute= s to the objectives of the Association, may be recognized and established by t= he Plenary Meeting as a Regional Group, having those rights as approved by t= he Plenary Meeting. The Chair of such a Regional Group shall have the title = of Vice-Chair. 10. A group of Members with a special interest, which group is not appoin= ted by the Plenary Meeting as a Working Group, and which group of Members contri= butes to the objectives of the Association, may be recognized and established b= y the Plenary Meeting as an Interest Group, having those rights as approved by = the Plenary Meeting. The Chair of such an Interest Group shall also have the = title of Vice-Chair. 11. Where in this Article 10 reference is made to a Member, this referenc= e shall be deemed to include a subsidiary or other affiliated company of a Member= =2E 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 dat= e of invoice, or after such period as the Plenary Meeting may designate. 4. If any Member's contribution shall not have been received within one m= onth 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 expenditures outside approved budget shall be referred for prior a= pproval to the Plenary Meeting. 6. Invoices in respect of approved expenditure of Working Groups and othe= r 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 availabilit= y of these documents may be Restricted to Members or they may be UnRestricted.= 2. In general, Binding Documents shall come into effect immediately after= approval by the Plenary Meeting. The Plenary Meeting may stipulate a tran= sition period where it considers such necessary. 3. The contents of a Non-Binding document are for information purposes on= ly. 4. A Restricted Document is generally not for distribution to non-Members= =2E The availability of a Restricted Document to non-Members shall be determined = under the Restricted Document Procedures issued by the Plenary Meeting. 5. Restricted Special Documents can only be made available, even to Membe= rs, under control of a special procedure and under special conditions (if any= ) determined by the Plenary Meeting. 6. An UnRestricted document may be distributed without any restriction. 7. Meeting Documents are those documents which are presented at Plenary M= eetings or Working Group Meetings as proposals, specifications or for information= purposes. 8. Permanent Reference Documents are documents issued by, approved by or = noted by the Plenary Meeting as such documents. 9. Subject to the exercise by the Plenary Meeting of its right to categor= ise or re-categorise, documents shall be categorised as UnRestricted, Restricted= or Restricted Special by the Member, members of the Executive Committee, Wor= king Group, or Plenary Meeting which prepared, issued or approved the document= =2E 10. Members shall take all reasonable steps which are necessary in their countries to protect the copyright and confidentiality of Association doc= uments and in the event that registration is necessary for such protection, shal= l 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 m= embers of the Executive Committee, the members of the Working Groups, shall be i= mmune 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 giv= en by the Association, the Plenary Meeting, the members of the Executive Commit= tee, 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 auth= ority 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 adv= ice information, in whatever form, is provided by the Association, its staff,= the Plenary Meeting, the members of the Executive Committee, the Working Grou= ps, to the Members for the use of Members only. Any Member who discloses any suc= h advice or information, in whatever form, to any third party, shall indemn= ify the Association against any liability, claims, loss, damage, cost or expenses= arising out of any such third party relying on such advice or information= =2E --------------E114D950B46F38731A701E67-- From - Thu Oct 16 16:55:05 1997 Received: from sigma.itu.ch (sigma.itu.ch [156.106.128.30]) by ties.itu.ch (8.8.5/8.8.7) with ESMTP id WAA03844 for ; Fri, 10 Oct 1997 22:19:36 +0200 (MET DST) Received: from siab.fcr.es by ITU.CH (PMDF V5.0-6 #16074) id <01IONOQTOW309I48KE@ITU.CH> for robert.Shaw@ITU.CH; Fri, 10 Oct 1997 22:19:25 +0200 Received: from inf-b49.uoc.es by siab.fcr.es (1.38.193.5/10.1) id AA24673; Fri, 10 Oct 1997 22:38:07 +0100 Date: Fri, 10 Oct 1997 22:18:54 +0200 From: Amadeu Abril i Abril Subject: [Fwd: CORE Art of Assoc.- Final version] To: robert.Shaw@ITU.INT Message-id: <343E8DAC.9D877DF@fcr.es> MIME-version: 1.0 X-Mailer: Mozilla 4.01a (Macintosh; I; PPC) Content-type: multipart/mixed; boundary="------------E114D950B46F38731A701E67" Content-transfer-encoding: 7BIT X-Priority: 3 (Normal) X-UIDL: 05ed32a9e0385fff1fb9ef4be1f3a7ad Status: RO X-Mozilla-Status: 8001 This is a multi-part message in MIME format. --------------E114D950B46F38731A701E67 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Hi Bob, Here there are the AoA in text version. I send the RTF version immediately Amadeu --------------E114D950B46F38731A701E67 Content-Type: message/rfc822 Content-Transfer-Encoding: 7bit Content-Disposition: inline Message-ID: <3438110D.B3D12203@fcr.es> Date: Mon, 06 Oct 1997 00:13:52 +0200 From: Amadeu Abril i Abril Organization: PAB Observer on iPOC X-Mailer: Mozilla 4.01a (Macintosh; I; PPC) MIME-Version: 1.0 To: "David W. Maher" CC: poc@piermont.com Subject: CORE Art of Assoc.- Final version X-Priority: 3 (Normal) References: <3.0.32.19971005153839.0072c8bc@pop4.ibm.net> Content-Type: text/plain; charset=iso-8859-1; x-mac-type="54455854"; x-mac-creator="4D4F5353" Content-Transfer-Encoding: quoted-printable Hi David and iPOC, Here there are AoA as approved by CORE last Friday. rtf version will follow. Amadeu ************ 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 gov= erned 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 G= eneva (Switzerland); it may have offices in countries outside Switzerland as we= ll. 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; "Chair" means the chair of the Association as referred to in Article= 12; "Compulsory Contributions" means contributions which must be paid by = all Members; "CORE-MoU" means the Memorandum of Understanding executed on behalf o= f iPOC and other parties, not yet approved; "DNS" means the Domain Name System which is the Internet naming syste= m as defined in RFC 1591; "gTLD-MoU" means the Memorandum of Understanding dated May 1, 1997 e= xecuted on behalf of IANA , ISOC and other parties; "Executive Committee" means the executive committee of the Associatio= n as referred to in Articles 11 through 13; "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; "iPOC" means the interim Policy Oversight Committee formed under the = provisions of the gTLD-MoU; "ISOC" means the Internet Society; "Member" means every Registrar whose application to act as Registrar = was filed prior to October 16, 1997 and accepted pursuant to the gTLD-MoU, and ever= y Registrar who is accepted as Member of the Association in accordance with= Article 5; "Permanent Reference Document" ("PRDoc") means a document noted a= s such by a Plenary Meeting and listed as such by the Permanent Secretariat on the li= st of Permanent Reference Documents; "Permanent Secretariat" means the permanent secretariat established p= ursuant to Article 10 para-graph 2 sub m; "Plenary Meeting" means the body of the Association formed by the Mem= bers as well as the meeting of the Members; "Policy Advisory Body" ("PAB") means the Policy Advisory Body for= med under the provisions of the gTLD-MoU; "Policy Oversight Committee" ("POC") means the Policy Oversight C= ommittee formed under the provisions of the gTLD-MoU; "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 onl= y by those Members who agree to such contributions. 2. Expressions referring to writing shall, unless otherwise specified, b= e construed as including references to printing (fax, telex, photocopy), electronic mail and any other modes of representing or reproducing words = in a visible form. 3. Unless otherwise specified, words or expressions contained in these A= rticles shall bear the same meaning as in the Act in force at the date at which t= hese Articles become binding on the Association. Article 3. Objectives 1. The Association is non-profit oriented and shall have as its objective= s the establishment of a structure in which the Registrars can operate in accor= dance 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 compati= ble development of standards, specifications and agreements relating to the assignment of SLDs in the gTLDs. 3. These objectives shall be accomplished via Members' support, participa= tion, consultation and lobbying in the Association. Article 4. Funds 1. The funds of the Association shall consist of contributions of the Mem= bers, grants, gifts and other benefits. 2. The income and property of the Association, whenever 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 pa= id or transferred directly or indirectly by way of dividend, bonus or otherwise= howsoever by way of profit, to the Members of the Association, provided t= hat nothing herein shall prevent the payment, in good faith, of reasonable an= d proper remuneration to any officer or servant of the Association, or to a= ny Member of the Association. Article 5. Members 1. In addition to the Registrars that are Members by virtue of having fil= ed applications to act as a Registrar prior to October 16, 1997, which appli= cations were accepted pursuant to the gTLD-MoU, every Registrar can, subject to admittance pursuant to paragraph 2 of this Article 5, become a Member of = the Association. 2. Applications for membership shall be submitted to the Permanent Secret= ariat who, upon verifying their completeness, shall forward such applications t= o the Executive Committee. The Executive Committee shall, upon receipt of a certificate of acceptance of these Articles and such other documents as i= t may reasonably require, approve or deny the application. Admission as a Mem= ber 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= =2E The regulations on Trade Marks, and any modifications thereto as adopted in accordance with Article 21, 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 t= he event: i. a Member no longer meets the requirements for membership laid down in = these Articles; ii. a Member does not fulfill its obligations towards the Association; = or iii. the Association cannot reasonably be expected to let the membership continue; c. the Member ceases to be a Registrar; d. expulsion by the Plenary Meeting. This can be pronounced only when a = Member acts contrary to the Articles, regulations and resolutions of the Associa= tion, 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 define= d in Article 14, para.1) and with due observance of a term of notice of four w= eeks However, membership can be terminated forthwith if the Association or th= e Member cannot reasonably be expected to let the membership continue. b. In the case of expulsion the date on which membership ends shall be deter-mined by the Plenary Meeting. 3. In case of resignation contrary to the provision of the preceding para= graph, 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 Me= mber shall be obliged to pay to the Association any financial contribution whi= ch the Member was obliged to pay before the membership terminated. b. In the event of termination of membership for whatever reason, a Memb= er 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 Me= mbers are changed. Discontinuation 5. Notice of discontinuation of membership of the Association shall be g= iven 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 membe= rship as referred to in paragraph 1 sub b, the Member concerned may appeal to t= he Plenary Meeting within four weeks after receipt of the notice of disconti= nuation by submitting to the Executive Committee a letter objecting against the n= otice of discontinuation of membership. The Executive Committee is obliged to t= able 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 shal= l 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. A 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 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 Secre= tariat 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 ta= ken 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 up= on its proposed expulsion and shall be notified of the decision by registered le= tter. 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 Chair. I= n 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 i= n Geneva or at any other place and at the date the Chair deems appropriate.= 2. Subject to paragraph 1, the Association shall, within six months after= the beginning of each calendar year (unless this period has been extended by = the Plenary Meeting), hold a Plenary Meeting as its Annual Meeting, in additi= on to any other meeting in that year, and shall specify the Annual Meeting as s= uch in the notices calling it. 3. The Association=92s First Annual Meting shall be called as soon as all= applications to act as Registrar filed prior to October 16, 1997 are proc= essed. 4 All Plenary Meetings other than Annual Meetings shall be called Extraor= dinary Plenary Meetings. Extraordinary Meetings may offer the opportunity for th= e Members to speak by telecommunications means. 5. The Executive Committee may, whenever it thinks fit, convene an Extrao= rdinary 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 v= ote at a Plenary Meeting. 6. All Members have the right to attend Plenary Meetings. However, suspen= ded Members are not authorized to attend Plenary Meetings, subject to the pro= vision of Article 6 paragraphs 6 and 7 and of Article 16 paragraph 7. A Member m= ay authorize another Member to represent it at a Plenary Meeting by way of a= proxy. Such proxy shall be produced at the demand of any Member and has to be ma= de in the form as referred to in the regulations on rules and procedures. The a= uditor as referred to in Article 15 shall be invited to attend the Annual Meetin= g whenever the Executive Committee or Members entitled to attend and cast n= ot less than one-tenth of the votes at a Plenary Meeting deem such necessary. 7. Resolutions of the Plenary Meeting may also be adopted by written proc= edure, except for resolutions as referred to in Article 6 paragraph 8, Articles = 19, 20 and 21 of the Articles of Association. 8. All travel, hotel and other expenses incurred by a Member's representa= tive in connection with its attendance at Plenary Meetings or Working Group Meeti= ngs, or otherwise in connection with the Association, shall be paid by the releva= nt Member(s), unless otherwise decided by a Plenary Meeting. Article 8. Notice of Plenary Meetings 1. 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 Art= icle 19 paragraph 1 and Article 20 paragraph 1, the notice shall furthermore anno= unce the business to be dealt with, the agenda and, in the case of special bus= iness, the general nature of that business. The notice shall be given to the per= sons as referred to in Article 18. 2. Extraordinary Meetings which offer the opportunity for the Members to participate by telecommunications shall be called by two days=92 notice a= t the least. 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 achi= eve a quorum when at least half the total number of Members are present or repr= esented by proxy. 3. Unless otherwise provided by these Articles of Association, all resolu= tions 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 chairs of Regional and Interest Group= s, and the approval of their terms of reference and rules of procedure; and d. the approval of the budget, including the amount of budgeted Compulso= ry and Voluntary Contributions, of the accounts and the Executive Committee's an= nual report; and e. the appointment of an auditor; and f. the amendment of the Articles of Association and the dissolution of t= he Association; and g. the approval of the work programme of the Association and any necessa= ry 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 Associ= ation; and j. the adoption of financial procedures; and k. the decision on an appeal of a Member as referred to in Article 6 par= agraphs 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 A= rticles 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 negoti= ation 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 t= o 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 contrar= y to the Articles of Association. 3. Resolutions on the matters specified in this Article 10 can only be ta= ken with a majority of not less than 67% of the total votes actually cast. Article 11. Executive Committee 1. There shall be an Executive Committee consisting of two natural person= s as a minimum, viz. the Chair and the Deputy-Chair, and seven natural persons a= s a maximum. The members of the Executive Committee shall be appointed by the= Plenary Meeting. The number of members of the Executive Committee shall b= e decided on by the Plenary Meeting. 2. Only an officer, director or employee of a Member can be appointed as = a member of the Executive Committee. Each member of the Executive Committee= shall be an officer, director or employee of a different Member. 3. Each member of the Executive Committee, when appointed for a certain t= ime, may be dismissed or suspended by the Plenary Meeting at any time. Any sus= pension which is not followed by a resolution of dismissal within three months, s= hall end by the lapse of that term. 4. Each member of the Executive Committee shall retire at the latest thre= e 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 reappointm= ent, subject to the provision of paragraphs 1 and 2 of Article 12; a member wh= o 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 Plen= ary Meeting in case the member of the Executive Committee has accepted an emp= loyment contract with another Member. 6. Notwithstanding the provisions contained in the precedent paragraphs, = the first elected Executive Committee shall serve until the First Annual meet= ing provided for in Article 7.3. Members of this first Executive Committee sh= all be eligible for reappointment. 7. All travel, hotel and other expenses incurred by a member of the Execu= tive Committee in connection with attendance at meetings in person of the Exec= utive Committee shall be paid by the member, unless otherwise decided by a Plen= ary Meeting. Article 12. Chair and Deputy-Chair 1. The Chair and the Deputy-Chair shall be appointed in their function by= the Plenary Meeting for a period of one year and shall be eligible for reappo= intment as such for another period of one year. By exception to the preceding rul= e the first elected Chair and Deputy-Chair shall stay in office until the First= Annual Meeting provided for in Article 7.3. The first Chair and Deputy-Chair sha= ll be eligible for reappointment. 2. The Deputy-Chair normally succeeds the Chair on the latter's terminati= on of office. The name(s) of the candidate(s) for the function of Deputy-Chair = for the following year shall be notified to the Permanent Secretariat within thre= e months of the end of the current Chair'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 Chair shall preside over the meetings of the Executive Committee a= nd the Plenary Meetings and is authorised in its capacity as Chair to represent = the Association. 4. The Chair may invite observers to the Plenary Meeting or to a part of = the Plenary Meeting upon such terms and conditions as he defines. Article 13. 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, t= he 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 Pl= enary Meeting and within the scope of the objectives of the Association, be aut= horized to enter into agreements to purchase, dispose or encumber registered prop= erty, or to enter into agreements whereby the Association commits itself as gua= rantor or joint and several debtor, warrants performance by a third party or und= ertakes to provide security for a debt of a third party. 4. Without prejudice to the provision of paragraph 3 the Association shal= l be represented: a. either by the Executive Committee in corpore; b. or by the Chair acting singly; c. or by two members of the Executive Committee, acting jointly; d. or by such authorized signatories as appointed by the Executive Commi= ttee. Article 14. 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 o= f the financial position and of all activities - in accordance with the require= ments arising from these activities - of the Association and to store the relat= ing 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 t= he financial year, unless this period has been extended by the Plenary Meeti= ng, the Executive Committee shall submit an annual report on the course of busine= ss 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 o= f the Plenary Meeting. The Executive Committee shall also submit the report of = the auditor as referred to in Article 15, paragraph 3. After expiration of su= ch period any Member may commence proceedings against all members of the Exe= cutive Commit-tee 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 15. Auditor 1. The Association shall appoint an auditor to audit the balance sheet an= d the statement of income and expenditure. 2. Such appointment shall be made by the Plenary Meeting. If the latter f= ails 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 au= ditor. 3. The auditor shall produce a report on the audit examination to the Exe= cutive Committee. Article 16. Financial Matters 1. The Annual Budget shall be approved annually by a Plenary Meeting to b= e 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 expendi= ture to be funded by Compulsory Contributions (for the purposes of this Article 1= 6 called "Compulsory Expenditure") and for expenditure to be funded by = Voluntary Contributions (for the purposes of this Article 16 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 Contribu= tions, which shall in any event not exceed US$50.000 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 t= he Plenary Meeting or because of the failure of one or more Members to pay i= ts or their annual Compulsory Contributions shall, at the discretion of the Ple= nary 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 a= ny) of the Association. In the event that at the year-end a credit balance remai= ns in the accounts it may be credited against Members contributions for the fol= lowing 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 fi= nancial year in which it occurs on the Members who agreed to contribute. 3. All financial transactions (save in the case of existing agreements) s= hall be transacted in such currency as the Executive Committee may from time to t= ime determine. Furthermore, all financial matters shall be carried out in acc= ordance with financial procedures adopted by the Plenary Meeting. 4. The liabilities and obligations of the Association may be enforced aga= inst its assets only, and no Member shall have any individual liability for an= y liabilities or obligations of the Association. A Member's liability vis-=E0= -vis the Association is limited to the payment of its Compulsory and/or Volunt= ary Contributions. 5. Compulsory Contributions shall be divided among the Members equally. 6. Voluntary Contributions shall be divided among the Members who have ch= osen 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 d= ate, may, after it has been duly reminded to do so, be suspended by the Execut= ive Committee. The provisions of Article 6 paragraph 5 up to and including 8 = shall apply correspondingly. However, the Executive Committee may decide to inv= ite the suspended Member to attend a Plenary Meeting as a listener only. Article 17. 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 al= lowed by the Plenary Meeting and/or set forth in specific regulations. The Plen= ary Meeting shall also set forth the terms and conditions of such use in a ge= neral decision to that effect. 2. Each Member shall be obliged to grant to the Association, on fair, rea= sonable and non-discriminatory terms, the intellectual property licenses necessar= y for the fulfillment of the objectives of the Association. Article 18. 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 sen= ding 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 notifi= ed 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 let= ter 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 sam= e is posted and in any other case at the time at which the letter would be del= ivered 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 follo= wing the day on which it was transmitted. 2. Notice of every Plenary Meeting shall be given in any manner hereinbef= ore 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 Plena= ry Meetings. Article 19. 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 amend= ment of the Articles will be proposed in that Meeting. Such resolution cannot be = taken by way of a written procedure. 2. No amendment to these Articles of Association may be made that are co= ntrary to the principles or requirements of the CORE-MoU, including, without limitation, the requirement in Article 5(d) of the CORE-MoU that each Reg= istrar operate in all respects consistently with the provisions of the CORE-MoU.= 3. Those who have convened the Plenary Meeting to discuss a motion to ame= nd the Articles shall ensure that, at least 10 days before the meeting, a copy o= f such motion containing the verbatim text of the proposed alteration has been r= eceived 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. 4. A resolution to amend the Articles of Association shall require the affirmative vote of a majority of not less than 67% of the total votes ac= tually 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 represent= ed, then a second meeting shall be convened after that meeting, to be held at= least 24 hours later and within four weeks after the first one, in which the qu= orum requirement will be reduced to one-half of the members being present or represented. 5. An amendment of the Articles shall become effective upon a resolution = adopted in accordance with the previous paragraphs 1, 2 , 3 and 4. Article 20. Dissolution 1. The Association may be dissolved by a resolution of the Plenary Meetin= g. The provisions of the paragraphs 1, 2, 3 and 4 of the preceding Article shall= apply accordingly. 2. Any balance remaining after liquidation shall be divided among those w= ho were Members at the time when the resolution to dissolve was adopted. However,= the resolution to dissolve may also specify another destination for the balan= ce. All rights in intellectual property owned by the Association shall upon disso= lution become the joint property of each of those who were Members at the time w= hen the resolution to dissolve was adopted. Article 21. Regulations 1. The Plenary Meeting may adopt and amend regulations. The provisions of= paragraphs 1, 2, 3 and 4 of Article 19 shall apply accordingly. 2. The regulations shall not be contrary to these Articles of Association= =2E Article 22. Language English shall be the working language of the Association and all Permane= nt Reference Documents shall be in the English language as far as no other l= anguage 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 t= he Permanent Secretariat. Article 23. 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 prese= nt in force. The appointing authority shall be the Secretary General of the Per= manent Court of Arbitration. There shall be a sole arbitrator. The place of arbi= tration 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. October 3, 1997 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 21= of the Articles of Association. The definitions in the Articles of Association s= hall 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 Perman= ent Secretariat. The Executive Committee shall then proceed as set forth in A= rticle 5 paragraph 2 of the Articles of Association and shall be entitled to req= uest such further or other information as it may deem necessary for that purpo= se. 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, ema= il and fax numbers and any change thereto to the Permanent Secretariat. Article 2. Proceedings at Plenary Meetings. Quorum 1. Unless otherwise specified in the Articles of Association, the Plenary= Meeting shall be deemed formed only if a quorum of at least one-half (50= %) of the Members is reached. 2. The Chair shall preside as Chair at every Plenary Meeting. In case the= position of the Chair is vacant or if the Chair 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-Chair shall chair the Meeting and if he is n= ot present within one hour after the time appointed for the holding of the P= lenary Meeting or is unwilling to act, the Members present shall elect one of th= eir representatives to act as Chair of the Plenary Meeting. 3. The Chair 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 Me= eting), adjourn the Plenary Meeting from time to time and from place to place, bu= t no business shall be transacted at any adjourned Plenary Meeting other than = the business left unfinished at the Plenary Meeting from which the adjournmen= t 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 Me= eting. 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 M= eeting. 4. At any Plenary Meeting, a resolution put to the vote of the Plenary Me= eting shall be decided by consensus or on a show of hands unless a poll is (bef= ore or on the declaration of the result of the show of hands) demanded: a. by the Chair 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 n= ot less than one-tenth of the votes at the Plenary Meeting. Unless a poll is so demanded, a ruling by the Chair of the Plenary Meetin= g that a resolution has, by consensus or on a show of hands, been carried or car= ried unanimously or by a particular majority or lost, and an entry to that eff= ect in the book containing the minutes of proceedings of the Association shall b= e 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 Cha= ir 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 dem= and 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 Chair, or on a question of adjour= nment, shall be taken forthwith. A poll demanded on any other question shall be = taken at such time as the Chair of the Plenary Meeting directs, and any busines= s other than that upon which a poll has been demanded may proceed pending the tak= ing 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 19, 20 and 21 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 decisi= on. 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, whethe= r or not it approves of the proposed decision. In the event that a Member fail= s or neglects to reply within these seven days it shall be deemed to have abst= ained. d. A decision by written procedure of the Members shall be deemed to be t= aken if a majority of not less than 67% of the votes actually cast, of the Member= s entitled to vote pursuant to the Articles of Association, are cast in fav= our of such decision. 9.a. The proceedings of a Plenary Meeting shall be recorded in minutes, w= hich 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 document= s presented, details of proposals passed, and if appropriate, details of vo= ting and details of any objections to voting. b. The minutes shall be written by the Permanent Secretariat within a rea= sonable time after a Plenary Meeting. c. The minutes shall be provisionally approved by the Chair and forwarded= for distribution to all Members within a reasonable time, but not exceeding f= our weeks following the Plenary Meeting. Objections to the minutes and propos= als for amendments must be made in writing within one month after receiving the m= inutes. If no objections are received the minutes are deemed adopted. If objectio= ns are made, the next Plenary Meeting shall consider such objections and adopt t= he minutes having made such amendments as may be appropriate. Article 3. Votes of Members. Members=92 Proposals 1. No objection shall be raised to the qualification of any Member to cas= t its vote(s) except verbally at the Plenary Meeting or adjourned Plenary Meeti= ng at which the vote objected to is given or tendered, and every vote not disal= lowed at such Plenary Meeting shall be valid for all purposes. Any such objecti= on made in due time shall be referred to the Chair of the Plenary Meeting whose d= ecision shall be final and conclusive. 2. Members may propose to the Plenary Meeting appropriate policy position= s and decisions to be adopted by the Plenary Meeting. Article 4. Proxy 1. Documents authorizing a Membr to represent another member by proxy sha= ll be signed by the authorizing member, and shall be produced on demand by a Me= mber. 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 vo= tes 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 revocat= ion as aforesaid is received be-fore 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 de= cisions 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 Assoc= iation; 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 mus= t 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 a= t a Plenary Meeting; i. shall present annually the audited balance sheet, reports (including s= taffing details) and accounts for the approval of the Annual Meeting; j. shall, when 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 it= s members or delegates since the last Plenary Meeting; l. shall supervise the operation of the Working, Regional and Interest Gr= oups; m. shall discharge such other functions as are assigned to it by the Arti= cles 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 Chair, the Deputy-Chai= r, 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$2.000 as d= ecided upon by the Plenary Meeting; b. i. hire, let or in another manner acquire or give the use or benefit = of real property; ii. enter into agreements whereby the Association is granted a bank cred= it; iii. lend as well as borrow moneys, with the exception of taking up mone= ys under a bank credit granted to the Association; iv. be a party to legal proceedings, including the conducting of arbitra= tion proceedings, with the exception of taking measures which are of a conserv= atory or urgent nature; v. enter into and change employment contracts. Article 6. Proceedings of the Executive Committee 1. The members of the Executive Committee may meet for the dispatch of bu= siness, 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= =2E In a meeting of the Executive Committee each member of the Executive Committee= shall have one vote. Meetings shall be chaired by the Chair, and in its absence= by the Deputy-Chair. Where there is a tie of votes, the Chair of the Meeting sha= ll 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 member= s of the Executive Committee shall be two-thirds of the number of members of t= he Executive Committee. 3. Minutes will be kept of the proceedings at each meeting of the Executi= ve Committee, whether held in person, by telephone, video conference, Intern= et conferencing methods or other similar means of communication, by the Perm= anent Secretariat. The minutes shall be provisionally approved by the Chair 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 a= dopt the minutes having made such amendments as may be appropriate. 4. Further rules in respect of the meeting and resolutions of the Executi= ve 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 Commit= tee 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 meet= ing 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 conferenc= e or other similar means of communication whereby all persons participating in= the meeting may hear each other speak. Participation by a meeting in this man= ner shall constitute presence in person at such meeting. Minutes of the meeti= ng, including where held by telecommunications link, shall be taken and circu= lated. Article 7. Permanent Secretariat. Co-ordinator 1. The Executive Committee shall be assisted by the Permanent Secretariat= =2E 2. The Permanent Secretariat is headed by a Co-ordinator appointed by the= Plenary Meeting. The Permanent Secretariat can (but need not) be manned b= y persons employed by the Association. 3. The location of the Permanent Secretariat shall be determined by the P= lenary 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 A= rticles of Association and the Regulations and as instructed by the Plenary Meeti= ng and/or by the Executive Committee. 3. The Permanent Secretariat shall: a. prepare the draft annual budget to be presented by the Executive Commi= ttee 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 staffin= g details) and accounts to be presented by the Executive Committee to the A= nnual Meeting; d. prepare the minutes of Plenary Meetings and keep those minutes with an= nexes, together with Permanent Reference Documents, in files for a minimum perio= d of five years, provided that all documents relating to financial matters (including, but not limited to, accounts, financial statements, correspon= dence 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 t= he Executive Committee; f. present activity reports to the Executive Committee and communicate re= gularly 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 Grou= p Chair's name, address, telephone and fax numbers; k. advise the host member in organising Plenary Meetings and provide such= sup-port as is reasonably required; l. receive and handle applications for membership in accordance with Arti= cle 5 paragraph 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 Mee= ting, the Chair or the Executive Committee or the Articles of Association or th= e 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 ad-visors must be provided for in the annual budget to be ap= proved 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 Commit-tee. 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 Secret= ariat 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 Worki= ng 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 Gr= oup shall be borne by the Member which employs or nominates that person unles= s 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 Meeti= ng; 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 c= onsult and a budget for the professional fees and expenses of such third parties= =2E 5. The Chair 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 Chair of each Workin= g 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 w= hich experts' expertise shall be relevant to the tasks entrusted to the Workin= g Group. Each expert shall be an employee or authorized representative of t= he nominating Member. Persons who are not employed by Members shall not be e= ntitled to attend Working Group Meetings. Exceptionally, when the task of a Worki= ng Group so requires, on the recommendation of the Chair or member of the Wo= rking Group, experts who are not employed by Members may participate in Working= Groups, subject to the agreement of the Chair of the Working Group. The W= orking Group shall co-ordinate 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 Cha= ir of the Working Group and paid by the Permanent Secretariat. The categorizati= on 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 b= y the Plenary Meeting as a Working Group, and which group of Members contribute= s to the objectives of the Association, may be recognized and established by t= he Plenary Meeting as a Regional Group, having those rights as approved by t= he Plenary Meeting. The Chair of such a Regional Group shall have the title = of Vice-Chair. 10. A group of Members with a special interest, which group is not appoin= ted by the Plenary Meeting as a Working Group, and which group of Members contri= butes to the objectives of the Association, may be recognized and established b= y the Plenary Meeting as an Interest Group, having those rights as approved by = the Plenary Meeting. The Chair of such an Interest Group shall also have the = title of Vice-Chair. 11. Where in this Article 10 reference is made to a Member, this referenc= e shall be deemed to include a subsidiary or other affiliated company of a Member= =2E 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 dat= e of invoice, or after such period as the Plenary Meeting may designate. 4. If any Member's contribution shall not have been received within one m= onth 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 expenditures outside approved budget shall be referred for prior a= pproval to the Plenary Meeting. 6. Invoices in respect of approved expenditure of Working Groups and othe= r 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 availabilit= y of these documents may be Restricted to Members or they may be UnRestricted.= 2. In general, Binding Documents shall come into effect immediately after= approval by the Plenary Meeting. The Plenary Meeting may stipulate a tran= sition period where it considers such necessary. 3. The contents of a Non-Binding document are for information purposes on= ly. 4. A Restricted Document is generally not for distribution to non-Members= =2E The availability of a Restricted Document to non-Members shall be determined = under the Restricted Document Procedures issued by the Plenary Meeting. 5. Restricted Special Documents can only be made available, even to Membe= rs, under control of a special procedure and under special conditions (if any= ) determined by the Plenary Meeting. 6. An UnRestricted document may be distributed without any restriction. 7. Meeting Documents are those documents which are presented at Plenary M= eetings or Working Group Meetings as proposals, specifications or for information= purposes. 8. Permanent Reference Documents are documents issued by, approved by or = noted by the Plenary Meeting as such documents. 9. Subject to the exercise by the Plenary Meeting of its right to categor= ise or re-categorise, documents shall be categorised as UnRestricted, Restricted= or Restricted Special by the Member, members of the Executive Committee, Wor= king Group, or Plenary Meeting which prepared, issued or approved the document= =2E 10. Members shall take all reasonable steps which are necessary in their countries to protect the copyright and confidentiality of Association doc= uments and in the event that registration is necessary for such protection, shal= l 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 m= embers of the Executive Committee, the members of the Working Groups, shall be i= mmune 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 giv= en by the Association, the Plenary Meeting, the members of the Executive Commit= tee, 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 auth= ority 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 adv= ice information, in whatever form, is provided by the Association, its staff,= the Plenary Meeting, the members of the Executive Committee, the Working Grou= ps, to the Members for the use of Members only. Any Member who discloses any suc= h advice or information, in whatever form, to any third party, shall indemn= ify the Association against any liability, claims, loss, damage, cost or expenses= arising out of any such third party relying on such advice or information= =2E --------------E114D950B46F38731A701E67--