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Articles of APTLD, 2000. 7. 4

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Articles of Asia-Pacific Top Level Domains Limited(APTLD) – Draft


Article I: Name

The name of the non-profit company is Asia Pacific Top Level Domains Limited
(herein-after called “the Company”).

Article II: Incorporation and Place of Business

The Company will be formed initially as a “company limited by guarantee” in
accordance with the laws of the Republic of Seychelles. The registered
office of the Company is stated in Appendix 2.

Article III: Definitions

In these Articles the words standing in the first column shall bear the
meaning set opposite to them respectively in the second column, if not
consistent with the subject or context.

Words                       Meanings

“the act”                    The Company’s Act, or any statutory modification
thereof for the time being in force
“APDN”                       Asia Pacific Domain Names
“Asia Pacific”               Countries and distinct economies within the
the Asia-Pacific Rim
“Board”                      The board of directors of the Company
“ccTLD”                      Country code Top Level Domain
“Company”                    Asia Pacific Top Level Domains Limited
“gTLD”                       Generic Top Level Domain
“in writing”                 Written, printed or lithographed, or partly one
and partly another and other modes of representing
or reproducing words in a visible form
“Member”                     A member of the Company as set out in Article VII
“TLD”                        Top Level Domain

In view of the highly dynamic and constantly evolving nature of this
organisation, these definitions will be used in the broadest and most
inclusive sense in situations of ambiguity.

Article IV: Rationale and Objectives

1. The Company is formed as a result of realisation of three needs, that is:
firstly, the need to establish a forum for improved co-ordination and
exchange of information, knowledge and expertise within the Asia-Pacific in
relation to domain name issues, and  secondly, the need to foster and
promote strong participation by Internet domain name related organisations
in the Asia-Pacific in the regional and international forums, and, thirdly,
the need to promote stability and continuity in Internet domain names

2. The Ojectives of the Company are:

2.1 To provide a forum to discuss matters of policy affecting Internet
domain name related organisations;
2.2 To promote and represent the interests of Members and lobby and
negotiate on their behalf;
2.3 To act as an interface with Internet governing bodies and other bodies
involved in the Internet;
2.4 To promote and encourage Members’ participation and involvement in
Internet governing bodies and other bodies involved in the Internet;
2.5 To promote skills development and information exchange related to
Internet domain names amongst Members;
2.6 To undertake research and development on Internet domain names and to
prepare and distribute reports and papers to the Members and/or the public;
2.7 To raise awareness and educate the public and Members on domain name
2.8 To develop model procedures, mechanisms, policies, standards on services
and processes related to domain name issues; and
2.9 To be aware of legislation, regulations and policies which are connected
with or affect Internet domain names, and to inform Members of such proposed
legislation, regulations and policies, the effects of such legislation,
regulations and policies and any proposed actions to be taken by Members.

Article V: Status of the Company

The Company shall be an international organization established with support
of governmental and non-governmental organisations and agencies,
foundations, research and education institutions, industry and communities
in the Asia Pacific. The Company shall operate as a non-profit organisation,
international in status focussing on the Asia-Pacific. It shall be
non-political in management, staffing and operations.

Article VI: Transparency

The Company shall operate to the maximum extent feasible in an open and
transparent manner and consistent with procedures designed to ensure

Article VII: Membership

1. There are two classes of membership in the Company that are open to all
countries and economies from the Asia-Pacific. They are Ordinary Members and
Associate Members.

2. Ordinary membership shall be open to organisations that manage and

2.1  the ccTLD registries of the Asia Pacific, or
2.2 gTLD registries.

3. Associate membership shall be open to any individual, firm or body
established, incorporated or registered under the laws of their relevant
countries that are involved in domain names.

Associate Members shall enjoy all privileges of ordinary membership except
that they may not vote at any general meeting.

4. No person shall be admitted to membership unless he/she shall first have
submitted to the Company an application form for membership accompanied by
any prescribed fees.

5. Admission to membership is subject to the Board’s approval and the Board
may reject any application for membership but must state the reason for the
rejection and in such event any paid prescribed fees shall be refunded.

6. The rights, responsibilities and functions of Members shall consist of:

6.1 Participation in general meetings. However only Ordinary Members have
the right to vote in general meetings;
6.2 Eligibility for election into the Board which shall be responsible for
the decision making of the Board;
6.3 Eligibility for participation in Committees that shall work on their
respective projects under charters so decided;
6.4 Participation in the Secretariat that shall be responsible for handling
secretariat work;
6.5 Participation in the Company Mailing Lists on various matters including
but not limited to ICANN DNSO’s functions and activities that impact on the
Asia Pacific.

Article VIII: Cessation of Membership

1. A person shall cease to be a Member of the Company and the name of such
member shall be removed from the register of members in any one of the
following events:-

1.1 if an individual in the event of death;
1.2 if an individual he/she becomes of unsound mind;
1.3 if an individual he/she is convicted or indicted of any criminal
1.4 if an individual is adjudged bankrupt or makes any composition or
arrangement with his creditors
1.5 if a corporate body, it is dissolved or wound up;
1.6 if an unincorporated body, it is dissolved or deregistered;
1.7 if by notice in writing such member resigns;
1.8 if a member shall fail to pay the annual subscription; and/or
1.9 if a Member ceases to be a Member of the Company as stated in Article
VII herein.

2. A person shall cease to be an Ordinary Member if the requirements of
Article VII section 2 cannot be complied with.  Such a person may apply to
continue to be an Associate Member but in such event no further entrance
fee, if any, shall be payable.

3. Ordinary Members present and voting at any general meeting may by
resolution approved by two thirds of such members present and voting expel
any member who has refused or neglected to comply with the provisions of the
constitution of the Company or whose conduct in their opinion renders such
person to be unfit to be a member of the Company.

Article IX: General Meetings

1. The Company shall hold once every year an annual general meeting in
addition to any other meetings in that year, and shall specify the meeting
as such in the notice calling it, and not more than fifteen months shall
elapse between the date of one annual general meeting and that of the next.

2. All general meetings other than annual general meetings shall be called
extraordinary general meetings.

3. An annual general meeting and an extraordinary general meeting shall be
called by at least twenty one (21) days’ notice in writing.

4. At each annual general meeting, the members shall deal with the
following business:-

4.1 elect members of the Board,
4.2 consider the accounts, balance sheet, and the report of the Board and
auditors, and
4.3 appoint the auditors and fix their remuneration.

In addition to the aforegoing, the meeting may deal with such matters of
which notice is given at least fourteen days prior to the meeting.

5. The Board may, whenever it deems fit or upon receiving a requisition,
convene an extraordinary general meeting. On a requisition by one tenth of
the Ordinary Members, the Board shall forthwith convene an extraordinary
general meeting of the Company to be held as soon as practicable but in any
case not later than six weeks after the receipt by the Board of the

6. No business shall be transacted at any general meeting unless a quorum of
Members is present at the time when the meeting proceeds to business. Save
as hereinafter provided one third of the Ordinary Members present shall be a

7. Voting by Ordinary Members: The following principles shall apply:
7.1 each Ordinary Member shall have one vote provided all subscriptions
presently payable by the Ordinary Member to the Company have been paid
7.2 decisions of any general meeting shall be made by a majority of the
Ordinary Members present except as specified otherwise herein
7.3 an Ordinary Member may vote in person or by proxy executed in writing by
7.4 voting may be carried out using electronic online (includes e-mail
and/or video conferencing) means. The Board will draw up the necessary
process and procedures for utilisation of such means.

8. All the minutes of general meetings shall be approved promptly and made
available on a publicly accessible Internet World Wide Web site maintained
by the Company. However, some minutes might not be publicly made available
to protect the interests of the Company. For such matters, the Members shall
describe in generic terms in the relevant minutes the reason for such

Article X: The Board of Directors

1. The Board shall be comprised of seven members.

2. The Board members will be elected by a majority of votes of the Ordinary
Members present at the annual general meeting.

3. The Board members shall serve for a term commencing on the date of the
annual general meeting until the date of the next annual general meeting= 2E

4. The annual general meeting shall also appoint three of the Board members
to be the Chairman, the Vice Chairman and the Treasurer.

5. The Company may from time to time, by a resolution passed by at least a
three fourths majority at a general meeting, increase or reduce the number
of Board members.

6. When the office of a Board member becomes vacant, it shall be filled
within 30 days. The Board may, at its discretion:-

6.1 appoint an employee or officer of an Ordinary Member, to fill the office
vacated, or
6.2 fill the office vacated by a person elected by a majority vote of the
Ordinary Members in an extraordinary general meeting until the next annual
general meeting.

7. The office of a member of the Board shall be vacated if the Board
7.1 if he/she or the Member he/she represents, has been convicted of any
imprisonable offence;
7.2 if he/she, without the consent of the Company in general meeting holds
any office of profit under the Company;
7.3 if he/she becomes a bankrupt;
7.4 if he/she or the Member he/she represents ceases to be a member of the
Company pursuant to Article VII herein;
7.5 if he/she becomes of unsound mind;
7.6 if he/she or the Member he/she represents resigns his office by notice
in writing to the Board;
7.7 if he/she is no longer in the employment of the member;
7.8 if he/she or the Member he/she represents is removed by a simple
majority of the Ordinary Members at an extraordinary general meeting;
7.9 if he/she or the Member he/she represents is directly or indirectly
interested in any contract with the Company and fails to declare the nature
of the interest.

8. A Board Member shall not vote in respect of any contract in which he/she
or his employer is interested or any matter arising therefrom, and if he/she
does so vote his vote shall not be counted.

9. The Board may delegate any of their powers to committees as they think
fit and with such powers as the Board prescribes.

Article XI: Board Proceedings

1. The Board members may convene and regulate meetings as they think fit.
Any question arising at any Board meeting shall be decided by a majority of
votes. In the case of an equality of votes the Chairman shall have the
casting vote.

2. The secretary shall summon a meeting of the Board in the event a Board
member requests it.

3. The quorum for the transaction of the Board meeting’s business shall be
four ***.

4. Voting by the Board: The following principles shall apply:-
4.1 each Board member shall have one vote;
4.2 decisions of the Board shall be made by a majority of the Board Members
present except as specified otherwise herein;
4.3 a Board member may vote in person or by proxy executed in writing by
4.4 Voting may be carried out using electronic online (includes e-mail
and/or video conferencing) means.  The Board will draw up the necessary
process and procedures for utilisation of such means.

5. Transparency principles

5.1 Access to Information

All the minutes of the meetings of the Board shall be approved promptly and
made available on a publicly accessible Internet World Wide Web site
maintained by the Company.

However, some minutes might not be publicly made available to protect the
interests of the Company. In these cases, the Board shall describe in
generic terms in the relevant minutes the reason for such non-disclosure.

5.2   Notice and Comment Provisions

5.2.1 The Board shall post on the Web site periodically a calendar of
scheduled meetings. It would also post on the web site the time and the
agenda of the scheduled meeting to the extent known, well in advance.
5.2.2 With respect to any policies that are being considered by the Board
for adoption that substantially affect the operation of the Internet,
including the imposition of any fees or charges, the Board shall: provide public notice on the Web Site explaining what policies are
being considered for adoption and why; provide a reasonable opportunity for parties to comment on the
adoption of the proposed policies, to see the comments of others, and to
reply to those comments; and hold a public forum at which the proposed policy would be discussed.

Article XII: Secretary

1. The Board shall appoint a secretary for such term, at such remuneration
and upon such conditions as they think fit, and any secretary so appointed
may be removed by them.

Article XIII: Formation of Committees

1. All committees shall be created and dissolved by the Board.

2. The committees shall be made up of such Members and such number of
Members as the Board may determine. Each committee shall regulate its own
working procedures.

3. All committee chairmen shall be nominated by the Board.

4. All actions of any committee shall be determined based on open
discussions and transparent processes. The outcome of all decisions and the
processes leading to the decisions shall be open to all the Company members.

5. Membership Committee: In addition to increasing the influence of the
Company in the Asia Pacific region through a strong membership penetration,
the membership drive has the aim of deriving membership for greater Asia
Pacific representation in ICANN and the DNSO for the nomination and election
of ICANN and DNSO office bearers.

Article XIV: Secretariat

1. The Board shall set up a permanent secretariat to assist in the running
of the Company.

2. The Secretariat shall be comprised of the Executive Director and
assistants, if necessary.

3. The Executive Director who shall be appointed by the Board to be
responsible for the daily operations of the Secretariat and coordinate and
facilitate the activities of the various committees.

4. Functions of the  Executive Director are:

4.1 The Executive Director shall be responsible to the Board for
coordinating the operation and management of the Company and for ensuring
that its programs and objectives are properly developed and carried out. The
Executive Director shall work with the Board to coordinate the fund raising
and resource mobilization activities of the Company.

4.2 The Executive Director shall implement the policies determined by the
Board and carry out the directions of the Company. Specifically, the
Executive Director in consultation with the Board, shall:

4.2.1 develop an action plan for the operation of the Company for the
Board’s consideration and approval, and keep this plan under constant
4.2.2 develop programs and budgets, and prepare the Company’s annual report;
4.2.3 coordinate the planning and development of the Company’s programmes
and initiatives to ensure effective implementation;
4.2.4 recruit and manage a highly-qualified Secretariat staff;
4.2.5 keep and make available the action plan, programs and budgets for
review by the Board on a regular basis;
4.2.6 keep the Board informed on matters of consequence that relate to the
Company; and
4.2.7 perform such other functions as are delegated to her/him by the Board.

5. The Executive Director shall be the legal representative of the Company.
Subject to section 6 below, the Executive Director shall sign all deeds,
contracts, agreements, treaties, and other legal documents that are
necessary to ensure the normal operation of the Company.

6. The Board shall determine the extent to which these powers may be
delegated by the Executive Director. Contracts, agreements and treaties
which affect the governance, objectives, finances, liability, location,
expansions or dissolution of the Company shall be subjected to approval by
the Board.

Article XV: Financing

The funding model for the Company which describes the funding for the member
groups (in US$) is as attached in Appendix 1.

Article XVI: Amendments

This Constitution may be amended by a three-quarters majority of Ordinary
Members present at a general meeting, provided notice of such a proposed
amendment together with its full text shall have been mailed or e-mailed to
all Members at least four weeks in advance of the ballot. Voting may be
carried out by electronic means or such other methods according to
procedures instituted by the Board.

Article XVII: Indemnity

Subject to the provision of and so far as may be permitted by [[[the Act]]],
every member of the Board, auditor or other officer of the Company shall be
entitled to be indemnified by the Company against all costs, charges,
losses, expenses and liabilities incurred by him in the execution and
discharge of his duties or in relation thereto including any liability
incurred by him in defending any proceedings civil or criminal, which relate
to anything done or omitted or alleged to have been done or omitted by him
as an officer or employee of the Company and in which judgement is given in
his favour (or the proceedings are otherwise disposed of without any
findings or admissions of any material breach of duty on his part) or in
which he/she is acquitted or in connection with any application under any
statute for relief from liability in respect of any such act or omission in
which relief is granted to him by the court.

Article XVIII: Dissolution

The Company may be dissolved by a three-quarters majority of all Ordinary
Members, if it is determined that the purposes of the Company have been
achieved to a satisfactory degree or if it is determined that the Company
will no longer be able to function effectively. In the case of dissolution,
any land, physical plant and other assets situated in participating
economies, and made available to the Company, and permanent fixed capital
improvements thereon shall revert to their legal owner. The other assets of
the Company shall be transferred for use for similar purposes or distributed
to institutions having purposes similar to those of the Company in the
participating economies after agreement between the relevant parties of
those economies and the Board.

Appendix 1: Membership Fees(US$)(2000.2.29)

Very large            =       20, 000
Large                   =       10, 000
Medium Large     =        5, 000
Medium               =        2, 000
Medium small     =        1, 000
Small                   =           500
Very Small          =           100

Appendix 2: Interim APTLD Office Address

APTLD Secretariat
LG Palace 1105
165-8 Dongkyo-dong, Mapo
Tel & Fax: +82-2-332-8375
Email: sec@aptld.org

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