Bylaws of the Intellectual Property Interests Constituency
As approved by the IPCC on November 15, 2010
I. Mission Statement and Purpose
The Intellectual Property Interests Constituency (hereinafter to be referred to as the IPC) is a part of the Generic Names Supporting Organization (GNSO) according to Article X (5) of the ICANN bylaws, which became effective on December 15, 2002.
The purposes of the IPC are to:
Represent the views and interests of owners of intellectual property worldwide with particular emphasis on trademark, copyright, and related intellectual property rights and their effect and interaction with Domain Name Systems (DNS), and to ensure that these views, including minority views, are reflected in the recommendations made by the GNSO Council to the ICANN Board.
More particularly, to review and raise all intellectual property matters including any proposals, issues, policies, or otherwise, which may affect intellectual property, particularly as it interfaces with the DNS, and to provide to the GNSO and the ICANN Board timely and expert advice before it must make any decision or take any position thereon.
These bylaws are to be interpreted and applied to avoid, to the extent possible, any inconsistency with the ICANN bylaws, and in accordance with the "ICANN Expected Standards of Behavior" found at section 3.F of http://www.icann.org/transparency/acct-trans-frameworks-principles-10jan08.pdf.
(A) In General
The IPC shall consist of organization and individuals:
(1) committed to the advocacy and development of intellectual property as fundamental components of meaningful commercial activity in the national, regional, and global realms;
(2) who are primarily and substantially involved in the field of intellectual property; and
(3) who make a substantial contribution through its members or otherwise to the field of intellectual property.
(B) Categories of Membership
The categories of membership shall be:
- Category 3: Category 3 shall consist of international intellectual property organizations.
- Category 2: Category 2 shall consist of local, state or purely national intellectual property organizations.
- Category 1A: a company, firm, or organization, which does not fulfill the requirement for category 2 or category 3 membership, but has a demonstrated interest in the protection of intellectual property.
- Category 1B: an individual who has a demonstrated interest in the protection of intellectual property.
(C) Additional Factors
In determining eligibility for membership in the above-referenced categories of membership, the following additional factors shall be considered as applicable:
(1) the number of members in the organization;
(2) the international/geographic diversity of membership;
(3) the extent to which the organization or individual is representative of a particular industry or industry segment;
(4) the organization's standing before international bodies, including, but not limited to the World Intellectual Property Organization; and
(5) the nature and structure of the organization.
(D) Application for Membership
(1) Potential applicants shall complete an IPC application form that shall be publicly available on the IPC website or through contacting any IPC officer.
(2) In applying for membership an applicant thereby agrees to abide by the written rules and regulations, including charters and bylaws, of the Constituency and terms and conditions laid down by it.
(3) All applications for membership shall be forwarded to the IPC officers for consideration and will be voted on by the IPC Council on a regular basis. All applicants may request the status of their application and admission decision and, in the event of any objection to said application, shall be given the opportunity to ask clarifying questions about the objection and shall be given the opportunity to reply with clarification or to reply in general.
Each member shall pay an annual non-refundable subscription fee as prescribed by the IPCC. Annual subscription fees may be increased as deemed necessary by the IPC Council.
(1) Every member in good standing is eligible to participate in specific IPC initiatives, including the policy work of the constituency, IPC Committees, IPC discussions, working groups, and other Constituency issues. The IPC Officers shall reserve the right to appoint interested members to specific IPC initiatives.
(2) Active participation by members on a committee or other IPC initiatives (including on GNSO working groups) is strongly encouraged for those members who wish to comment on prepared IPC statements, partake in debate on IPC statements, attend conference calls, and/or otherwise contribute in any way to a final IPC statement or policy. Active participation generally includes attending conference calls for the committee, assistance in the analysis of relevant documentation, preparation of draft written comments and/or statements on behalf of the IPC, and, where applicable, appropriate outreach to other members of the ICANN community.
(3) Where applicable, members who actively participate will be eligible to receive constituency support, such as travel funding to ICANN meetings and related events, serving as IPC representatives in ICANN working groups and related initiatives, and serving in leadership positions within the Constituency.
III. IPC Council (IPCC)
The IPC Council (IPCC) shall be composed of one designated representative and up to two alternative representatives of each member organization of category 3 and category 2 members. Members of the IPCC shall serve at the pleasure of their respective member organizations, which shall retain full responsibility for designating their representatives and alternative representatives. The term of each representative and his or her alternate shall be left to the discretion of each member organization.
An individual can only represent one organization at the same time and may not serve as the representative for more than one category of membership.
The IPCC shall be presided over by the president of the IPC, or in that person’s absence by the vice-president of the IPC.
The IPCC shall be the governing and principal decision making body of the IPC and shall direct the IPC and pursue its objectives, and shall in particular:
(1) adopt and amend the bylaws and decide on the dissolution of the IPC;
(2) admit, refuse or expel any member where on reasonable grounds it feels it is in the best interest of the IPC to do so; provided, that any such action is subject to review by the ICANN Ombudsman in accordance with the ICANN by-laws;
(3) elect in accordance with the provisions herein or remove officers of the IPC;
(4) elect in accordance with the provisions provided herein or remove three representatives to the GNSO Council;
(5) determine and study questions coming within the purposes of the IPC;
(6) formulate membership consensus and minority views on policy issues for the purpose of advising the IPC representatives on the GNSO Council;
(7) give directions to the officers of the IPC and review and approve their work;
(8) issue, change and revoke directives containing instructions and advice on the administration and operation of the IPC and its bodies; and
(9) consider the recommendations of the treasurer and subsequently establish subscription fees for IPC membership.
No decision of the IPCC shall be taken without the representation of at least 25% of the sum of categories 1, 2 and 3 members. For the purpose of amending the IPC bylaws or dissolving the IPC, a quorum of at least 50% of the sum of categories 1, 2, and 3 members shall be required.
(1) Category 1 Members shall collectively cast three votes. Collective votes shall be determined by a simple majority of Category 1 members voting.
(2) Category 2 Members shall each cast two votes.
(3) Category 3 Members shall each cast three votes.
(4) No Category 1, 2, or 3 Member may vote unless:
(1) its dues are paid; and
(2) it does not vote in any other constituency or stakeholder group. An individual Category 1 member may not vote if his or her employer votes in another constituency or stakeholder group.
(5) Normally the designated representative shall be entitled to cast the vote on behalf of his or her organization. An alternate representative may only cast the vote on behalf of his or her organization if mandated in writing (which includes email) by the designated representative. Proxies may be assigned to any other person entitled to vote in the IPCC , provided the secretary receives written notification of said proxy assignment within a reasonable period of time that shall be set by the secretary.
(6) Any GNSO Council representative or IPC officer may be removed with cause, by a two-thirds majority vote of the sum of votes of category 1, 2, and 3 members. Amendments to the bylaws, or the adoption of new by-laws, or the dissolution of IPC, also require a two-thirds majority vote of the sum of votes of category 1, 2, and 3 members.
(8) Except as noted above, all other matters require a simple majority vote from the sum of votes of Category 1, 2, and 3 members eligible to vote as specified in Article III (D) of these Bylaws.
The IPCC shall hold at least one in-person meeting per year. Extraordinary meetings in person shall be held when requested by at least one third of category 3 members or by the majority of the IPC officers. The meetings shall be called at least one month before they are to be convened. The president shall determine the agenda of the IPCC meeting after consultation of the IPC officers and the IPCC. All IPCC meeting shall be open to attendance by all IPC members, unless the IPCC votes to close the meeting in extraordinary circumstances.
At the request of one third of members constituting the sum of one-third of the votes of category 1, 2 and 3 members, the IPC officers must insert an item in the agenda.
Remote participation at in-person IPCC meetings is permitted. Category 1, 2 and 3 members participating remotely shall be considered part of a quorum pursuant to Article III (C) of these bylaws.
Decisions taken by IPCC at its meetings shall be posted on the IPC website.
(F) Vote by Correspondence
The IPCC can exercise its powers and make decisions by correspondence (which includes e-mail) whereby a one-week notice must be given before asking for the casting of the vote.
IV. IPC Officers
The IPC officers shall be composed of a president, a vice president, a treasurer and a secretary and not more than three additional officers that the IPCC may deem appropriate, but whose offices shall be renewed on an annual basis.
Meetings of the IPC officers shall be presided over by the president, or in that person’s place by the vice president.
(B) Term of Office
(1) The terms of the IPC officers shall commence at the conclusion of an ICANN annual meeting and shall end at the conclusion of the next ICANN annual meeting thereafter.
(2) An IPC officer may not serve more than four successive terms in the same position. If no successor is elected, the elected officer shall remain in office until a successor has been elected.
(3) If the office of the IPC president becomes vacant, then the vice president shall become acting president until an election for the president can be held.
(4) If a vacancy occurs in an officer's seat, other than the president, with six or more months left in the term, the IPC president shall direct the secretary to hold an election in accordance with the procedures described below. If the vacancy occurs in an officer's seat, other than the president, with less than six months left in the term, the IPC president in consultation with the remaining IPC officers shall appoint an individual to fill the seat. Such service by appointment shall not be considered a term for purposes of Section IV(B)(2).
(1) The IPC officers shall be the managing board of the IPC and shall be responsible for the day-to-day management of the IPC.
(2) In the exercise of its powers the IPC officers shall be guided by the decisions, including those on administrative and financial matters, adopted by the IPCC.
(3) The IPC officers shall - with the help of volunteers and special committees - in particular:
(a) arrange in person meetings or telephone conferences;
(b) establish meeting agendas and minutes of the meetings;
(c) maintain appropriate mechanisms suitable for facilitating contact and dissemination of information among all members of the IPC;
(d) maintain a membership and mailing list open to the entire Constituency (members may request all personal contact details, barring name and organizational affiliation of the member, be redacted from any publicly available list);
(f) timely distribute to the entire Constituency group business, work products, finance and accounts, and submissions to Staff and other ICANN entities except where there are valid grounds for restricting distribution;
(g) reach out to any other interested IP groups around the world and encourage them to participate in the IPC;
(h) make technical changes to the IPC bylaws, as needed, in order to bring them into compliance with ICANN bylaws, such changes to be subject to ratification by the IPCC at its meeting or by correspondence;
(i) organize the substantive work of the IPC by establishing a timetable for the progress of the work, by designating the committees to carry out the preparatory work and by submitting draft reports to the IPCC for approval; and
(j) adopt the proposed IPC budget as put forth by the treasurer; and
(k) act on behalf of the IPCC in any situation in which it is not feasible to convene the IPCC to act, subject to ratification of such action by the IPCC at its next meeting.
(4) The president, with the advice and consent of the other IPC officers, shall appoint IPC representatives to all ICANN designated committees and task forces.
(5) The IPC officers shall establish standing and temporary committees as necessary to carry out the business of the IPC, shall appoint chairs for each such committee, and shall solicit membership and active participation on such committees from the IPC membership.
(6) The IPC Officers, after consulting with the IPC membership, shall also appoint, for one-year terms:
(a) delegate(s) to the ICANN Nominating Committee, to the extent authorized by ICANN By-Laws;
(b) one or more representatives and alternates to the Commercial Stakeholder Group executive committee, to the extent provided for in the charter of the CSG, of which at least one of such representatives or alternates shall be an IPC officer or past president of the IPC;
(c) an IPC participation coordinator, who shall be responsible for (i) identifying and recruiting members to participate on drafting teams and working groups chartered by the GNSO Council; (ii) identifying and recruiting members to participate in drafting comments to ICANN; and (iii) tracking member participation in the activities of the IPC.
Decisions of the IPC officers shall be taken by consensus, or where consensus cannot be achieved, by a simple majority of officers at meetings or by correspondence. The IPC officers have the right to invite other persons to attend their meetings without a right to vote. Any decision of the IPC officers can be appealed to the IPCC, with the possibility of further review by the ICANN ombudsman in accordance with the ICANN by-laws.
V. GNSO Council Representatives
(A) Number of Representatives
Consistent with the existing CSG charter, two individuals selected by the IPC in accordance with these by-laws shall represent the constituency on the GNSO Council.
(B) Term of Office
(1) Pursuant to Article X (3)(2)(a) of the ICANN bylaws, the term of an IPC GNSO Council representative shall commence at the conclusion of an ICANN annual meeting and shall end at the conclusion of the second ICANN annual meeting thereafter. To the maximum extent possible consistent with CSG procedures, the two council representatives shall serve staggered terms.
(2) An IPC GNSO Council representative may not hold an IPC seat on the GNSO Council for more than two successive terms. If no successor is elected, the elected representative shall remain in office until a successor has been elected.
(3) If a vacancy in a GNSO Council seat occurs with six or more months left in the term, the IPC president shall direct the secretary to hold an election in accordance with the procedures described below. If the vacancy occurs with less than six months left in the term, the IPC president, in consultation with the IPC officers, shall appoint an individual to fill the seat. Such service by appointment shall not be considered a term for purposes of Section V(B)(2).
(C) Geographic Diversity
The GNSO Council representatives must be citizens of countries that are in different geographic regions as defined by Article VI (5) of the ICANN bylaws.
(D) Temporary Alternate Representatives and Proxy Voting
To the extent authorized by the ICANN By-Laws and GNSO Council procedures, Temporary Alternate Representatives may be appointed by the IPC Officers as necessary. The IPC Officers shall periodically solicit from the membership expressions of interest to serve as Temporary Alternate Representatives and shall appoint such representatives from the pool of those interested.
Council representatives may also engage in proxy voting to the extent authorized under the GNSO operating procedures.
(A) General Principles
(1) Elections of the IPC shall be fair, open and transparent. IPC election for GNSO Council representatives shall comply with all applicable provisions of the ICANN bylaws.
(2) The IPC shall strive for geographical diversity in its elections for IPC officers.
(3) No individual may serve as a GNSO Council representative and an IPC officer at the same time.
(4) No individual may serve as an ICANN Board member and an IPC officer at any one time.
(5) All Category 1, 2 and 3 members with rights to vote pursuant to Article III (D) shall have nomination and voting privileges.
(6) Members shall have votes as outlined in Article III(D). They may cast all their votes for one candidate or spread them out accordingly.
(7) Only members listed as members of the IPC and eligible to vote in IPC elections at the start of the election may participate in the elections.
(8) Individuals from any of the three categories of membership, as described in Article II (B) of these bylaws, may be nominated by eligible members.
(B) Election Procedure
(1) Nomination period
The election process will be initiated by a nomination period of one week. The secretary of the IPC shall begin the nomination period by sending a notice to the IPCC members calling for nominations. Nominations shall include:
- name of the nominating organization and membership category;
- name of the authorized representative making the nomination;
- nominee's name, contact information, membership category, and geographical region of citizenship; and
- a summary of why the nominee is a suitable candidate for the position.
(2) Circulation of List of Nominees
At the conclusion of the nomination period, the secretary shall circulate this information to the IPCC and work to post this information on the IPC website.
(3) Acceptance Period
The nomination period will be followed by a one-week acceptance period. During this period, each candidate nominee who chooses to accept the nomination, shall submit to the secretary for circulation to the IPCC and posting on the IPC website, a statement which shall include the following:
- formal acceptance of the nomination; and
- listing of IPC offices currently or formerly held by the nominee; and
- a brief curriculum vitae of no more than 250 words.
(4) Election Period
The acceptance period will be promptly followed by the election period, which shall last one full week. During this period, the secretary will receive votes from the IPCC members. Immediately following the election period, and as soon as practicable, the secretary will publish a full overview of the votes.
(C) Determining the Winner of IPC Elections
IPC officers and GNSO Council representatives shall be elected by a majority of the votes cast by eligible voters as defined by Article VI (A)(7) of these bylaws.
(A) Period of Accounting
The accounting period shall be the calendar year.
(B) The Treasurer
(1) The treasurer shall be responsible for the finances and the accounts of the IPC, including the budget preparation, the subscription recommendation and control and monitoring of the bookkeeping, auditing and financial administration. The treasurer is authorized to open and operate a bank account. The treasurer holds the funds of the IPC as trustee for its members. The treasurer is responsible for delivering all books and accounts of the IPC in good order to his or her successor in that position.
(2) The treasurer shall present a report to the officers for each accounting period. Once approved, the report shall be communicated to the full IPC membership.
(C) Subscription Fees
(1) The subscription fees are due 60 days after the treasurer issues a notice of payment. The subscription fee may be prorated depending on when a new member joins, in a manner to be determined by the IPCC upon a recommendation from the treasurer. New members will acquire voting rights only after the subscription fee has been paid.
(2) The subscription fees may be increased by the officers from time to time as required. No changes to subscription fees may take affect until the next calendar year unless extenuating circumstances exist.
(3) Cases of Non-Payment
If a member of the IPC does not pay its subscription fees within 60 days after a second notice of payment is issued, the treasurer shall ask the IPCC to exclude the member from the IPC.
(4) Financial Assistance
Successful membership applicants may request on reasonable grounds to have some or all of the subscription waived upon review by the Finance Committee on an annual basis.
(D) Independent Review of IPC Ledgers and Accounts
There shall be an annual independent review conducted of all IPC ledgers and accounts. The IPC officers shall select the conductor of said review, a neutral third party with recognized accounting experience. The results of said review shall be made known to the IPCC. In extraordinary circumstances, as determined by the IPCC, an additional review may also be ordered upon a request made in writing (including via e-mail) to the president by a representative of any eligible member.
(E) In Case of IPC Dissolution
When the IPC is dissolved, no part of the funds of the IPC will be distributed to the members. The funds shall be transferred to one or more legal entities that pursue objects similar to those of the IPC. If there are no legal entities that pursue objects similar to those of the IPC, then there shall be a refund.
VIII. Coming into Force
These bylaws were adopted by the IPCC on November 15, 2010 and replace the bylaws that were effective November 14, 2005 and any amendments thereto. These bylaws will com into force the day after they were adopted by the IPCC.