DRAFT ARTICLES OF INCORPORATION OF NEW IANA
1. The name of this corporation is Internet Assigned Numbers Authority (the "Corporation").
2. The name of the Corporation's initial agent for service of process in the State of California is C T Corporation System.
3. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable and public purposes. The Corporation is organized, and will be operated, exclusively for charitable, educational, and scientific purposes within the meaning of § 501 (c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or the corresponding provision of any future Federal tax code. Any reference in these Articles to the Code shall include the corresponding provisions of any further Federal tax code. In furtherance of the foregoing purposes, the Corporation shall, except as limited by Article 4 hereof, pursue the charitable and public purposes of lessening the burdens of government in providing for the operation of the Internet by developing and maintaining the operational stability of the Internet infrastructure by (i) coordinating the assignment of Internet technical parameters as needed to maintain universal connectivity on the Internet; (ii) managing and performing functions related to the coordination of the Internet address space; (iii) managing and performing functions related to the coordination of the Internet domain name system, including overseeing policies for determining the circumstances under which new top-level domains are added to the root system; (iv) overseeing operation of the authoritative Internet root server system; (v) engaging in any other lawful activity in furtherance of items (i) through (iv); and (vi) engaging in any other lawful act or activity for which a corporation may be organized under the California Nonprofit Public Benefit Corporation Law ("CNPBCL").
4. Notwithstanding any other provision of these Articles:
a. The Corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from Federal income tax under § 501 (c)(3) of the Code or (ii) by a corporation, contributions to which are deductible under § 170 (c)(2) of the Code.
b. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall be empowered to make the election under § 501 (h) of the Code.
c. The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
d. No part of the net earnings of the Corporation shall inure
to the benefit of or be distributable to its members, directors, trustees,
officers, or other private persons, except that the Corporation shall be
authorized and empowered to pay reasonable compensation for services rendered
and to make payments and distributions in furtherance of the
purposes set forth in Article
3 hereof.
e. In no event shall the Corporation be controlled directly or indirectly by one or more "disqualified persons" (as defined in § 4946 of the Code) other than foundation managers and other than one or more organizations described in paragraph (1) or (2) of § 509 (a) of the Code.
5. To the full extent permitted by the CNPBCL or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its members, should the Corporation elect to have members in the future, for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article 5 shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.
6. Upon the dissolution
of the Corporation, the Corporation's assets shall be distributed for one
or more of the exempt purposes set forth in Article 3 hereof and, if possible,
to a § 501 (c)(3) organization organized and operated exclusively
to lessen the burdens of government by providing for the operation of the
Internet by developing and maintaining the stability of the Internet infrastructure,
or shall be distributed to the Federal government, or a state government,
for such purposes, or for such other charitable and public purposes that
lessen the burdens of government by providing for the operation and stability
of Internet infrastructure. Any assets not so disposed of shall be disposed
of by a court of competent jurisdiction of the county in which the principal
office of the Corporation is then located, exclusively for such purposes
or to such organization or organizations, as such court shall determine,
that are organized and operated exclusively for such purposes, unless no
such corporation exists, and in such case any assets not disposed of shall
be distributed to a § 501(c)(3) corporation chosen by such court.
See: Introduction and Frequently
Asked Questions (FAQs)
Proposed
Bylaws - Third Iteration