[ALSC-Forum] Re: Another model to consider

[DannyYounger]

Dear Esther, 

the following should answer most of your questions...

"Member" or "Members" shall mean any one or more persons, respectively, who 
have been admitted to membership in the Corporation in accordance with the 
By-laws;

12.01   Initial Members.  Until the Operational Transfer Date, the Members 
shall consist of such persons holding and maintaining a Domain Name 
registration under the .ca domain name registry operated by the University of 
British Columbia as may be admitted as Members under the authority of the 
Board.  Upon the admission of the first such person as Member, the applicant 
for incorporation of the Corporation shall cease to be a Member.  

12.03   No Membership Fees.  There shall be no membership fees or dues 
payable by Members to the Corporation.

13.02   Right to Vote.  Each Member shall be entitled to receive notice of, 
attend or participate in and vote at, every meeting of the Members.

13.13   Right to Vote.  Each Member participating in a meeting of Members 
shall have the right to exercise one (1) vote regardless of the number of 
Domain Name registrations the Registrant holds.

3.08    List of Members Entitled to Notice.  For every Directors Election 
Day, the Corporation shall prepare a list of Members entitled to receive 
notice of the Directors Election Day, arranged in alphabetical order.  If a 
record date for the Directors Election Day is fixed pursuant to paragraph 
3.09, the Members listed shall be those Registrants who have not resigned or 
been removed under paragraphs 12.04 or 12.05 at the close of business on such 
record date.  If no record date is fixed, the Members listed shall be those 
Registrants who have not resigned or been removed under paragraphs 12.04 or 
12.05 at the close of business on the day immediately preceding the day on 
which notice of the Directors Election Day is given or, where no such notice 
is given, on the Directors Election Day.  The list shall be available for 
examination by any Member during usual business hours at the head office of 
the Corporation.

3.11    Nominations by Members.  After the list of candidates prepared by the 
Nomination Committee is provided to Members under paragraph 3.10, a Member (a 
"Nominating Member") may add an individual (the "Proposed Nominee") to the 
Members' Director nominations proposed by the Nomination Committee provided 
that the nomination is supported by at least 50 other Members.  Members will 
be able to indicate their support for a Proposed Nominee electronically and 
by such additional means as may be determined by the Board, in accordance 
with such rules and procedures governing the nomination and election process 
as may be established from time to time by the Board (the "Election Rules").  
The period for nominations by Members and the nominations process by members 
will close on the 30th day prior to the Directors Election Day (the "Close of 
Nominations").  After the Close of Nominations, the number of endorsements of 
Member support for each Proposed Nominee nominated under this paragraph 3.11 
will be calculated and the Nominations Committee will prepare the final list 
of candidates for Members' Directors based on such calculation and in 
accordance with the Election Rules. 

3.13    Election of Directors.  The election of Members' Directors from the 
final list of candidates referred to in paragraph 3.12 shall take place 
electronically during the seven (7) day period (the "Election Period") 
commencing on the Directors Election Day in accordance with the Election 
Rules.  Each Member shall be entitled to one (1) vote for each Members' 
Director seat to be filled, regardless of the number of .ca Internet domain 
names the Member may hold.  The tallying of votes will be carried out in 
cooperation with the Corporation's auditors and Members' Directors will be 
declared elected on the basis of having received a plurality of votes.  
Specifically, all candidates will be ranked by the absolute number of votes 
received (e.g. candidate X = 756 votes (first place), candidate Y = 500 votes 
(second place)).  Members' Director positions will then be filled starting 
with the top of the order (e.g. for nine directors, the top nine ranked 
candidates would be declared elected regardless of the number of candidates 
nominated).  Ties for the last Members' Director seat to be filled will be 
settled by a run-off election between the two nominees tied for such seat, 
which run-off election may take place during the seven (7) day period 
following a date determined by the Board for such run-off election on at 
least 14 days' notice to Members.  During such 21 day period, such Members' 
Director seat shall be considered vacant and shall be filled, effective upon 
the conclusion of such 21 day period, with the candidate receiving the most 
votes during the run-off election.  Within a reasonable period of time 
following the tabulation of the results of the election of Members' 
Directors, the Corporation shall notify the Members of the Members' Directors 
elected.  Posting of the results of the election of Members' Directors on the 
Corporation's website shall constitute sufficient notice to Members for this 
purpose.