------------------------------------------------------------------- APNIC Document identity Title: By-laws of APNIC Short title: apnic-bylaws Document ref: APNIC-037 Version: 001 Date of original publication: 1 June 1996 Date of this version: 1 June 1996 Review scheduled: n/a Obsoletes: n/a Status: Obsolete Comments: Obsoleted by APNIC-087 -------------------------------------------------------------------- APNIC-037 ========= By-Laws of APNIC, A Special Committee of APNIC, Ltd. Issued: June 1, 1996 Expires: N/A PREAMBLE Recognising that APNIC Ltd. is a non-profit corporation providing the service of allocating and registering Internet resources in the Asia and Pacific Rim region; By resolution of the directors passed on 18 May 1996, the Special Committee herein known as "APNIC" is appointed in accordance with Article 10.3 of the Articles of Association ("the Articles") and is governed by these by-laws promulgated under Article 10.4 of the Articles, whose objects and purposes are set out hereinafter; PART I - NAME 1. The name of this Special Committee shall be "APNIC" comprising of members ("Members") from the Asia and Pacific Rim region. PART II - OBJECTS 2. The objects of APNIC are: a. to provide the service of allocating and registering Internet resources for the purpose of enabling communications via open system network protocols and to assist in the development and growth of the Internet in the Asia and Pacific Rim region; b. to assist the Asia and Pacific Rim Internet community in the development of procedures, mechanisms, and standards to efficiently allocate Internet resources as a service to the community as a whole; c. to provide educational opportunities to further Members' technical and policy understanding of the industry; d. to develop public policies and public positions in the best interest of the Members and to seek legislative and regulatory consideration of issues of general benefit to the Members, where and when appropriate; e. to serve as the administrative, managerial and operations arm of APNIC Ltd. ("the corporation"), and to transact all activities, functions and affairs on behalf, and in the name, of the corporation. PART III - STRUCTURE OF APNIC 3. APNIC shall comprise of the following: a. Members, who are the governing body of APNIC; b. the Executive Council, which acts on behalf of APNIC; c. the Secretariat, headed by a Director General; and d. one or more Sub-Committees designated by the Executive Council, if any. PART IV - MEMBERS Conditions of Membership 4. Membership shall be open to any person, unincorporated association, firm, corporation or Non-Governmental Organisation, engaged in the use of or business of providing open system protocol network services. The Executive Council may grant Membership to any other person or persons as it deems appropriate from time to time. Memberships shall be in the name of the person, firm, or corporation as they may be doing business and shall not be held by individuals who own, represent, or are employed by such eligible member. Members shall pay dues as established by the Executive Council from time to time, and the payment of such dues shall be a condition precedent to effective Membership of APNIC. Functions of Members 5. The Members shall: a. determine the general policies for fulfilling the objects of APNIC prescribed in by-law 2 above; b. after considering the reports by the Executive Council on the activities of APNIC since the previous Annual General Meeting and on the recommended strategic policy and planning for APNIC, adopt all decisions it considers appropriate; c. examine the accounts of APNIC and finally approve them, if appropriate; d. elect the individuals who are to serve on the Executive Council; e. consider and adopt, if appropriate, proposals for amendments to the provisions of these by-laws in accordance with the provisions herein and subject to provisions contained in the Memorandum and Articles of Association of the corporation respectively; f. have the right to review and/or to amend the decisions of the Executive Council by a two-thirds (2/3) majority of the votes of the entire membership; g. have the right to convene Special Meetings by way of a petition signed by not less than one-quarter (?) of the votes of the entire membership; h. deal with such other questions as may be necessary. Annual General Meeting 6. The Annual General Meeting ("AGM") of the Members, for the election of Executive Council members (as applicable according to the expiration of their terms of office as provided elsewhere herein) and for the transaction of such other business as may properly come before the meeting, shall be held during the first month of every fiscal year or on such date, at such place and at such time as the Executive Council shall each year fix. Special Meetings 7. Special meetings of the Members, for any purpose described in the notice of the meeting, may be called by the Executive Council or by the Director General, and shall be held at such place, on such date, and at such time as they or the Director General shall fix. Quorum 8. A meeting of Members is duly constituted and a quorum is said to be present if, at the commencement of the meeting, there are present in person or by proxy not less than either 30% of the votes entitled to vote on resolutions of Members to be considered at the meeting, or 20 Members, whichever is less. 9. A Member shall be deemed to be present at a meeting of Members if he participates by other electronic means and all Members participating in the meeting are able to acknowledge each other in real-time, providing notice is given by that Member at least 48 hours in advance of the means of communication. 10. If within one hour from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the next business day at the same time and place or to such other time and place as the Executive Council or the Director General may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than either 20% of the votes entitled to vote on the resolutions to be considered by the meeting or 20 Members, those present shall constitute a quorum, but otherwise the meeting shall be dissolved. Chairman of Meetings 11. At every meeting of Members, the Chair of the Executive Council shall preside as chairman of the meeting. If the Chair of the Executive Council is not present at the meeting, then if the Director General is present, the Director General shall preside as chairman of the meeting, otherwise the Members present shall choose someone of their number to be the chairman. If the Members are unable to choose a chairman for any reason, then the person representing the greatest number of votes present in person or by prescribed form of proxy at the meeting shall preside as chairman failing which the oldest individual Member (in terms of age) or representative of a Member present shall take the chair. 12. The chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 13. At any meeting of the Members the Executive Council shall be responsible for the counting of votes in such manner as it considers appropriate in the circumstances, and may for this purpose appoint 2 or more persons to serve as tellers. Authorised Representatives 14. Where a Member is not an individual, then subject to by-law 15 the right of any individual to speak for or represent such Member shall be determined from the documents, which may include electronically verifiable signatures or identification codes, presented to the chairman. 15. The chairman of any meeting at which a vote is cast by proxy or on behalf of any Member who is not an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 48 hours of being so requested, failing which the votes cast by such proxy or on behalf of such Member shall be disregarded. 16. Any Member other than a Member who is an individual may by resolution of its directors or other governing body authorise such persons as it thinks fit to act as its representative at any meeting, and the person so authorised shall be entitled to exercise the same powers on behalf of the Member which he represents as that Member could exercise if it were an individual Member of APNIC. Notice of Meetings 17. Written notice of the place, date, and time of all meetings of the Members shall be given by the Executive Council or the Director General acting on behalf of the Executive Council not less than ten days before the date on which the meeting is to be held, to each Member entitled to vote at such meeting, except as otherwise provided herein. Notice shall be deemed to be given as soon as it is posted or otherwise issued, and no account shall be taken of the non-receipt or non-delivery thereof. 18. When a special meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date, and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty days after the date for which the meeting was originally noticed, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. 19. The inadvertent failure of the Executive Council or the Director General to give notice of a meeting to a Member, or the fact that a Member has not received notice, does not invalidate the meeting. Proxies 20. A Member may be represented at any meeting of Members by a proxy who may speak and vote on behalf of the Member. 21. The instrument appointing a proxy shall be produced in person or by verifiable electronic means to the Executive Council or the Director General at the place appointed for the meeting 48 hours before the time for holding the meeting at which the person named in such instrument proposes to vote. 22. An instrument appointing a proxy shall be in substantially the following form or such other form as the chairman of the meeting shall accept as properly evidencing the wishes of the Member appointing a proxy. I/We,________________________________ being a Member of APNIC with ________ vote(s) HEREBY APPOINT_______________ __________________ of _______________ or failing him/her __________________ of __________________________________ to be my proxy to vote for me at the meeting of Members to be held on the ______ day of ______________ 19____ and at any adjournment thereof. (Any restrictions on voting to be inserted here) Signed this ______ day of ____________ 19 _____ ....................... Member Voting 23. Except where stated otherwise in the notice of meeting, voting on issues to be determined at meetings may be cast by electronic mail ("e-mail") or other verifiable electronic means. The notice of meeting shall stipulate the manner in which votes may be cast together with the address or location of the designated repository where such votes may be directed. Votes cast in such manner must reach the designated repository at least 48 hours in advance of the date and time appointed for the said meeting, or such longer period as the notice may stipulate. 24. Every Member shall be entitled to cast the number of votes allotted to that Member according to that Member's type of membership. 25. All matters other than election or removal of Council members or the amendment or repeal of these by-laws or the review or amendment of any decision of the Executive Council, shall be determined by a majority of the votes cast except that, upon a majority of the votes being cast, a greater majority may be required on a particular matter. All elections of Council members shall be determined by a plurality of the votes cast, and in the event of a tie, a re-casting of votes is to take place. The removal of a Council member or the amendment or repeal of these by-laws shall each require the affirmative vote of two-thirds (2/3) of the votes of the entire membership as paid-up 48 hours before the meeting. Resignation 26. Any Member may resign at any time by giving written notice to the Executive Council or Director General. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Executive Council or Director General, and the acceptance of such resignation shall not be necessary to make it effective. 27. Fees paid-up by Members are not refundable, whether in part or in whole, in the event a Member resigns. Consent of Members in Lieu of Meeting 28. Any action required to be taken at any meeting or any action which may be taken at any meeting of the Members may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be taken, shall be signed by the number of Members having not less than the minimum of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted and shall be delivered to APNIC by delivery to its principal place of business, or to a Council member having custody of the book in which proceedings of meetings of Members are recorded, or to the Director General, or by verifiable electronic means. Delivery made to APNIC's principal place of business shall be made by hand or by certified or registered mail, return receipt requested. 29. Every written consent shall bear the date of the signing by each Member who signs the consent. No written consent shall be effective unless, within sixty (60) days of the date the earliest dated consent is delivered, a written consent or consents signed by a sufficient number of Members are delivered in the manner prescribed hereinbefore. PART V - The Executive Council Powers of the Executive Council 30. The main functions of the Executive Council are: a. to act on behalf of the Members in the interval between AGMs within the limits of the powers delegated to it by the Members; b. to manage the activities, functions and affairs of APNIC and the corporation; c. to exercise all such powers and do all such acts or things as may be required to be exercised or done by the corporation or the directors of the corporation, subject to the provisions of the Memorandum and Articles of Association of the corporation and to such requirements as may be prescribed by a resolution of the directors of the corporation; d. to take all steps to facilitate and implement the decisions of the Members at Annual General Meetings and, where appropriate, of the decisions of other meetings of APNIC; e. to consider broad Internet policy issues in order to ensure that APNIC's policies and strategies fully respond to the constantly changing Internet environment; f. to ensure the efficient coordination of the work of APNIC; g. to establish the basis for the budget of APNIC and determine, in the light of the decisions taken by the Members on the reports referred to in by-law 5(b) above, a ceiling for the expenditure of APNIC until the next AGM after considering all relevant aspects of the work of APNIC in that period; h. to provide any general directives dealing with the staffing of APNIC and, if necessary, fix the basic salaries, the salary scales and the system of allowances and pensions, if any, for all employees of APNIC; i. to elect the Director General. 31. The Executive Council shall be composed of five members elected at AGMs in accordance with the provisions of these by-laws. The first five service- requesting contributors to the operations of APNIC which agree to serve as Executive Council members shall be appointed by the directors of the corporation to be the members of the first Executive Council. 32. The first Executive Council shall hold office until the first AGM is convened, whereupon 3 of the 5 members of the first Executive Council (to be determined by ballot) shall relinquish office and the Members shall elect 3 succeeding Executive Council members to office in accordance with these by- laws. Upon election, the 3 succeeding Executive Council members shall hold office for 2 years. The remaining 2 members of the first Executive Council shall continue in office until the second AGM whereupon their successors shall in like manner be elected and hold office for 2 years. 33. Successive Executive Council members shall each serve a two-year term of office, but shall be eligible for re-election. 34. Every Member organisation voting at an AGM shall nominate one individual from the organisation to be a representative for the purpose of casting votes on behalf of the Member organisation, and the individual so nominated shall be eligible to stand for election to the Executive Council. Nominations of individuals representing Member organisations must reach the principal office or other designated address at least 7 days in advance of the AGM. 35. Executive Council members shall serve on the Executive Council in their personal capacity and shall act in the best interests of the APNIC membership and not the Member organisation to which that individual belongs. Only one individual per Member organisation may be elected to sit on the Executive Council. 36. Decisions of the Executive Council shall be made by a majority vote of the members of the Executive Council, except that decisions to remove the Director General shall require a three-fifths majority vote. 37. The Executive Council shall have the discretion and power to reduce or waive the requirements of fees for deserving organisations from year to year. Chair of the Executive Council 38. The Executive Council shall by majority elect one of the members of the Executive Council as Chair of the Executive Council, who shall serve as Chair until such time as that member's term as a member of the Executive Council has expired or that member's earlier resignation or removal. Any member of the Executive Council who has served as Chair of the Executive Council is eligible to be re-elected as Chair, in the discretion of the Executive Council. 39. The duties of the Chair of the Executive Council are to:- a. call meetings of the Executive Council; b. preside at all meetings of the Executive Council; and c. perform such duties and exercise such powers as are given to the Order by the Executive Council. Treasurer 40. The Executive Council shall by majority elect one of the members of the Executive Council as Treasurer of the Executive Council which shall, with the assistance of the General Secretariat, have the responsibility for preparing and maintaining the financial records of APNIC and the corporation and for custody of all moneys and securities of the corporation. The Treasurer shall make such disbursements of the funds of the corporation as are authorized. The Treasurer shall also perform such other duties as the Executive Council may from time to time prescribe. Secretary 41. The Executive Council shall by majority elect one of the members of the Executive Council as Secretary of the Executive Council which shall, with the assistance of the General Secretariat, issue all authorized notices for, and shall keep minutes of, all meetings of the Members and the Executive Council. The Secretary shall have charge of the corporate records and shall perform such other duties as the Executive Council may from time to time prescribe. Vacancy 42. The continuing Executive Council members may act notwithstanding any vacancy in their body, save that if their number is reduced below the number fixed by or pursuant to these by-laws as the necessary quorum for a meeting of the Executive Council, the continuing Council members may act only for the purpose of appointing Council members to fill any vacancy that has arisen or summoning a meeting of Members. A Council member so appointed shall hold office until the next AGM, whereupon an election will take place in accordance with these by-laws. Resignation 43. Any Council member may resign at any time by giving written notice to the Chair of the Council or the Director General. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Director General, and the acceptance of such resignation shall not be necessary to make it effective. Proceedings of the Executive Council 44. The Executive Council may meet at such times and in such manner and places as the Executive Council may determine to be necessary or desirable. Quorum 45. A meeting of the Executive Council is duly constituted for all purposes if at the commencement of the meeting there are present in person not less than one half of the total number of Council members or their duly authorised representatives. 46. An Executive Council member shall be deemed to be present at a meeting of the Executive Council if he participates by electronic means and all Council members participating in the meeting are able to acknowledge each other in real-time. Resolutions in Writing 47. A resolution in writing, signed by all the Executive Council members for the time being entitled to receive notice of a meeting of the Executive Council, shall be as valid and effectual as if it had been passed at a meeting of the Executive Council duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more Council members. Notice of Meetings 48. An Executive Council member shall be given not less than 7 days' notice of meetings of the Executive Council, but a meeting of the Executive Council held without 7 days' notice having been given to all Council members shall be valid if all the Executive Council members entitled to vote at the meeting who do not attend waive notice of the meeting. The inadvertent failure to give notice of a meeting to a Council member, or the fact that a Council member has not received the notice, does not invalidate the meeting. Keeping of Records 49. The Executive Council shall cause the following corporate records to be kept: a. minutes of all meetings of the Executive Council and the Members; b. copies of all resolutions passed by Executive Council members, and the Members; and c. such accounts and records as are necessary or desirable in order to reflect the financial position of APNIC and the corporation. 50. The books, records and minutes shall be kept at the General Secretariat or at such other place as the Executive Council may determine. PART VI - GENERAL SECRETARIAT 51. The General Secretariat shall be directed by a Director General. 52. The Director General shall be elected by a majority vote of the members of the Executive Council. 53. The first Director General shall be appointed by the directors of the corporation. 54. The main functions of the Director General are: a. to act as the chief executive officer of APNIC and the corporation; b. to have, subject to the provisions of these by-laws and to the direction of the Executive Council, the responsibility for the general management and control of the activities, functions and affairs of APNIC and the corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated by the Executive Council; c. to execute all contracts, agreements and other instruments of the corporation which are authorised including affixing the Seal of the corporation; d. to appoint and have general supervision and direction of all of the other staff and agents of APNIC and the corporation, including but not limited to bookkeeping, accounting and treasury functions on behalf of the Treasurer; e. to implement strategic policies, prepare plans for APNIC, and shall coordinate its activities, functions and affairs; f. to report to the Executive Council and to put forward resolutions for the consideration of the Executive Council; g. to take all the actions required to ensure the economic use of APNIC's resources and shall be responsible to the Executive Council for all the administrative and financial aspects of APNIC's activities; h. to act as the legal representative of APNIC and the corporation. i. to act as an ex-officio member of the Executive Council. 55. The Director General shall not be removed from office except by an affirmative vote of three-fifths of the members of the Executive Council. PART VII - SUB-COMMITTEES 56. The Executive Council may from time to time designate sub-committees of APNIC, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Executive Council. 57. Except as otherwise provided herein and except as may be otherwise provided by the Executive Council in designating the sub-committee, each sub- committee may determine the procedural rules for meeting and conducting its activities, functions and affairs and shall act in accordance therewith. Adequate provision shall be made for notice to members of the sub- committee of all meetings, and all matters shall be determined by a majority vote of the members present. Action may be taken by any sub-committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such sub-committee. PART VIII - FINANCIAL TRANSACTIONS 58. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the corporation shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in the name of "APNIC Ltd." or in such other manner as may from time to time be determined by a resolution of the Executive Council. PART IX - CONTRACTS WITH THIRD PARTIES 59. All agreements, contracts and other authorised instruments of the corporation entered into by APNIC with third parties shall be entered into on behalf of, and in the name of, the corporation, "APNIC Ltd.". PART X - NOTICES 60. Except as otherwise specifically provided herein or required by law, all notices required to be given to any Council member, Member, officer or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage prepaid, or by sending such notice by prepaid telegram or mailgram or by telex, facsimile or other electronic means of transmission. Any such notice shall be addressed to the Executive Council member, Member, officer or agent at such person's last known address as shown on the books of the corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails or by telegram, mailgram or other electronic means of transmission, shall be the time of the transmission, dispatch or posting of the notice. Waiver of Notice 61. A written waiver of any notice, signed by a Council member or Member whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such Council member or Member. Neither the business nor the purpose of any meeting need be specified in such a waiver. PART XI - INDEMNITIES Right to Indemnification 62. Subject to by-law 63 the corporation may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings, any person who: a. is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was an Executive Council member, the Director General or a member of any sub-committee of APNIC; and b. is or was serving as an Executive Council member, the Director General or a member of any sub-committee in accordance with these by-laws and the Memorandum and Articles of Association. 63. By-law 62 only applies to a person referred to in that by-law if the person acted honestly and in good faith with a view to serving the best interests of APNIC and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. 64. The decision of the Executive Council as to whether the person acted honestly and in good faith and with a view to serving the best interests of APNIC and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of these by-laws, unless a question of law is involved. 65. The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to serving the best interests of APNIC or that the person had reasonable cause to believe that his conduct was unlawful. 66. If a person referred to in by-law 62 has been successful in the defence of any proceedings referred to in that by-law that person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by that person in connection with the proceedings. Insurance 67. The corporation may purchase and maintain insurance in relation to any person who is or was an Executive Council member, the Director General or a member of a sub-committee of APNIC, or who at the request of the Executive Council is or was serving as an Executive Council member, the Director General or a member of a sub-committee, against all liability asserted against that person and incurred by that person in that capacity, whether or not the corporation has or would have had the power to indemnify that person against the liabilities set out under by-law 62. PART XII - MISCELLANEOUS Facsimile Signatures 68. Facsimile signatures of any Council member or the Director General may be used whenever and as authorized by the Executive Council. Corporate Seal 69. The directors of the corporation may provide a suitable seal, containing the name of the corporation. The Secretary shall be in charge of the seal. If and when so directed by the Executive Council, duplicates of the seal may be kept and used by the Treasurer or the Director General. Time Periods 70. In applying any provision of these by-laws which requires that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included. Official Language 71. The Official Language of APNIC shall be English and all meetings and all minutes, documents, instruments or any form of communication whether in electronic form or otherwise, shall be in English. Dispute Resolution 72. Any dispute arising between or among any Member, Executive Council member, sub-committee member, the Director General, or the corporation as to any matter arising under or out of or in connection with these by-laws, or any agreement entered into between any of the aforementioned parties, or the Memorandum and Articles of Association of the corporation, and whether in contract or tort shall, unless the parties agree to refer to a single arbitrator, be referred to two arbitrators one to be chosen by each of the parties to the dispute, and the arbitrators shall before entering on the reference appoint an umpire. 73. If either party to the reference makes default in appointing an arbitrator either originally or by way of substitution (in the event that an appointed arbitrator shall die, be incapable of acting or refuse to act) for 10 days after the other party has given him notice to appoint the same, such other party may appoint an arbitrator to act in the place of the arbitrator of the defaulting party. Governing Law 74. The governing law of these by-laws and all agreements entered into between Members and the corporation shall be the law of the sovereign nation of the Seychelles. PART XIII - AMENDMENTS 75. These by-laws may be amended by the Members at any meeting by an affirmative vote of two-thirds (2/3) of the votes of the entire membership. (MK\S260\APNIC-10.BYL)