RFC 2691 (rfc2691) - Page 2 of 9

A Memorandum of Understanding for an ICANN Protocol Support Organization

RFC 2691                  MoU for an ICANN PSO            September 1999


   (2) Composition and Action of Protocol Council

       (a) Size.  Each Signing SDO will appoint two (2) members to the
           Protocol Council, each such member to serve for a time period
           determined by such Signing SDO.

       (b) Each Signing SDO shall be responsible for choosing its
           members of the Protocol Council in a manner of its own
           choosing, and in accordance with its own open procedures.
           Each Signing SDO may remove or replace one or both of its
           members on the Protocol Council in its discretion.  Each
           Signing SDO must notify the Protocol Council Secretary and
           ICANN when it changes its members and, in addition, must
           ratify its choices at least annually.

       (c) Selection and Appointment.  Concurrently with the posting of
           notice of the date of the annual meeting of the PSO General
           Assembly on the PSO Web Site, ICANN and the Protocol Council
           shall make an open call for nominations to any potential
           vacancies on the Protocol Council.  Any nominations received
           will be forwarded to the Signing SDOs eligible to appoint
           members (i.e., they do not already have two members on the
           Protocol Council) for their consideration.

       (d) Action by Protocol Council.  Unless otherwise specified in
           this MOU, all actions of the Protocol Council shall be taken
           by majority vote of the total number of members.  Action may
           be taken at any meeting of the Protocol Council, which may be
           by telephone conference in which all participants can hear
           the others.  Meetings of the Protocol Council may be called
           by request of any three members of the Protocol Council, with
           at least 45 days for physical meetings or fifteen (15) days
           for telephonic or other electronic meetings prior written
           notice to each of the other members.  In order to conduct
           business at any meeting of the Protocol Council, at least a
           quorum of members must be present; a quorum shall be present
           when at least majority of the members of the Protocol Council
           are present, and when such members represent at least 3/4ths
           of the Signing SDOs.

       (e) Web Site.  The Protocol Council will arrange for the
           establishment and maintenance of a Web site devoted to PSO
           activities and news.

       (f) Secretary.  The Protocol Council will have a Secretary to
           coordinate administrative matters relating to the PSO and
           Protocol Council.  The Secretary's term of office shall be
           one year.  The position of Secretary will rotate among the



Bradner                      Informational