THE INTERNET NAMESPACE COMPANY
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TABLE OF CONTENTS
1. NAME OF COMPANY
2. DEFINITIONS
3. PURPOSE
4. BOARD OF DIRECTORS (BOD)
5. POWERS AND DUTIES OF THE BOARD OF DIRECTORS
6. OTHER COMMITTEES
7. PROCEEDINGS OF COMMITTEES
8. MEMBERS
9. FEES
10. GENERAL MEETINGS
11. PROCEEDINGS AT GENERAL MEETINGS
12. PROXIES
13. PROCEDURE FOR ELECTION OF THE MEMBERS OF THE BOD
1. NAME OF COMPANY
The name of the company is the Namespace Company of
South Africa and the recognised abbreviation thereof shall be Namespace ZA.
2. DEFINITIONS
a. the interpretation of this constitution and unless
the subject or context otherwise requires -
i. the following words and expressions shall
have the following meanings-
(1) "authorised representative" - a
person authorised, in the manner prescribed
by the Act, to act as the representative
of a company or other body corporate at a
general meeting of Namespace ZA;
(2) "Board of Directors" - the BOD comprising
members who are responsible for the running of Namespace ZA;
(3) "domain repository" - every domain needs
information to be kept regarding what subdomains
exist within the domain, who registered them, when
they were registered, the names and addresses of
relevant nameservers, etc. The master copy of this
information is stored in the domain's "repository";
(4) "ISOC" - the Internet Society, a
corporation incorporated as a non-profit
corporation (without capital stock) in
terms of the District of Columbia Non-Profit
Corporation Act of the United States of
America, being an international organisation
for global co-operation in and co-ordination
of the Internet and its internetworking
technologies and applications;
(5) "ISOC-ZA" - the South African
chapter of ISOC;
(6) "member" - any member of Namespace ZA,
any person whose membership has been approved
by the Namespace ZA BOD;
(7) "ordinary resolution"- a resolution
approved by a simple majority of members
present at a general meeting of members at
which a quorum is present and of which
notice has been given;
(8) "RSA" - the Republic of South Africa;
(9) "special resolution"- a resolution
approved by not less than 75% of the members
present at a general meeting of members of
which not less than twenty-one days advance
notice has been given and at which a quorum
is present;
(10) "domain name space" - has a tree structure.
Each node and leaf on the tree corresponds to a
resource set (which may be empty). Each node and
leaf has an associated label. Labels are NOT
guaranteed to be unique, with the exception of the
root node, which has a null label. The domain name
of a node or leaf is the path from the root of the
tree to the node or leaf (RFC 882);
(11) "domain" - A domain is identified by a
domain name, and consists of that part of the
domain name space that is at or below the domain
name which specifies the domain. A domain is a
subdomain of another domain if it is contained
within that domain (RFC 882);
(12) "name servers" - server programs which hold
information about the domain tree's structure and set
information (RFC 882);
(13) "registry" - organisation responsible for
the master copy of the information for a domain
including but not limited to zone file and WHOIS
information;
(14) "registrar" - organisations authorised
to update a registry's repository for a domain;
(15) "registrant" - A person who registers a
new subdomain within an existing parent domain,
or who already holds a subdomain;
(16) "public domain" - domains that are or should
be operated in the public trust, eg. the root domain;
(17) "private domain" - domains that are operated
by an organisation for the benefit of the
organisation itself.
ii. any gender includes the other gender;
iii. a natural person includes a created entity
and vice versa;
iv. the singular includes the plural and vice
versa;
v. when any number of days is prescribed such
number shall exclude the first and include the last
day unless the last day falls on a Saturday, Sunday
or public holiday in the Republic of South Africa,
in which case the last day shall be the next
succeeding day which is not a Saturday, Sunday or
public holiday in the Republic of South Africa.
3. PURPOSE
a. Namespace ZA shall be constituted as an association not
for gain and the purpose of Namespace ZA shall be as guardian of
the domain name space for any domains for which authority
has been delegated to Namespace ZA.
b. the objectives of Namespace ZA shall be to-
i. facilitate the efficient organisation of the
.za name space;
ii. approve, advise and co-ordinate registrars and
registries in the .za name space;
iii. approve the addition, deletion and amendment of
subdomains in any domain for which authority has been
delegated to Namespace ZA.
iv. act as a spokesperson for and representative
of the .za name space;
v. regulate participation in and/or sponsorship of
congresses, seminars and workshops on Internet name space;
vi. do all such things as are incidental or
conducive to the interests of the members and the
South African Internet community with respect to the
.za name space or to the attainment of the purposes
set out in this constitution.
4. BOARD OF DIRECTORS (BOD)
a. The purpose of the BOD is to manage Namespace ZA and ensure
that all Namespace ZA committees are run responsibly;
b. The BOD shall consist of a maximum of nine (9) members who
may be composed of-
i. one (1) member who may be chosen by and
represent ISOC-ZA;
ii. one member who may be chosen by and represents the
registrars;
iii. one member who may be chosen by and represents the
South African government;
iv. six (6) members elected by the members of Namespace ZA
at the Namespace ZA AGM.
c. Notwithstanding b. above, should there be less than five (5)
directors at any time, the BOD shall be entitled to choose
another person at their discretion to be a director.
5. POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Apart from the powers and duties mentioned in any other
provision, the BOD shall also have the following additional
powers and duties -
a. to convene general meetings;
b. to do whatever is necessary to manage Namespace ZA and
to promote the purposes and objectives of Namespace ZA;
c. to keep a register of the members of the BOD
and to record an address for each BOD member;
d. to submit in conjunction with the secretary,
annually, a report to the annual general meeting of Namespace ZA
dealing with the activities of Namespace ZA during the preceding
financial year and cause a copy of the report to be made
publicly available on the Internet;
e. to appoint representatives to meet with any person,
organisation, corporation and any other entity;
f. to manage the day to day affairs of Namespace ZA in the
manner that best furthers its objectives;
g. to consider applications for new registrars or
registries in .za, and where appropriate, accredit new
registrars or registries;
h. to manage the .za top-level repository;
i. to manage, where necessary, the central resources for
domains whose authority has been delegated to Namespace ZA;
j. to invite the advice of legal, technical and financial
experts who are not on the BOD;
k. to make resolutions of the BOD and the company
publicly available on the Internet;
l. to determine the membership fees to be paid by members
from time to time, subject to the approval of the members;
m. to determine the fees to be paid by .za registrars and
registries from time to time, subject to the approval of members;
6. OTHER COMMITTEES
a. The BOD shall be entitled to constitute such number
of committees as may be required from time to time.
Any member may request the BOD to constitute a committee,
which request shall specify the purpose for which such
committee will be formed and the members who will constitute
such committee. The consent of the BOD to the formation of
such committee shall be required, which consent shall not be
unreasonably withheld and the proposal for the establishment
of a committee shall be ratified, unless reasonable grounds
exist for the BOD to withhold such ratification.
b. Each committee shall be entitled, unless
inconsistent with the provisions of this constitution, to
make rules and regulations relating to the conduct of its
own activities including, if necessary, the appointment of
a chairman.
c. Such committees may include-
i. a nomination committee tasked with procuring
nominations in respect of the members of the BOD
to be elected at the Namespace ZA annual general meeting;
ii. a financial committee to assist the BOD
generally and specifically with regard to the financial
aspects of running Namespace ZA and to ensure the accuracy
of the accounting records and to ensure the accuracy
of the financial report prepared by the BOD for
submission to the annual general meeting of Namespace ZA;
iii. technical advisory committees;
iv. legal advisory committees.
7. PROCEEDINGS OF COMMITTEES
a. The members of each of the BOD and other
committees, if any, may-
i. meet, adjourn and otherwise regulate their
meetings as they think fit and any member of the
committee shall be entitled to convene a meeting
of such committee;
ii. determine what notice shall be given of
their meetings and the means of giving that notice,
provided that any such prior determination may be
varied, depending on the circumstances and reasons
for the committee meeting in question.
b. Unless otherwise determined by Namespace ZA in general
meeting, or by a meeting of the members of such committee
at which all the members of such committee are present,
the quorum necessary for the transaction of the business
of such committee shall be a majority of the members of
such committee for the time being in office. A resolution
of members of such committee shall be passed by a majority
of the votes of the members of such committee present at
the meeting at which it is proposed.
c. A resolution which has been signed by the majority
of members of a committee and inserted in the minute book
of such committee, shall be as valid and effective as if
it had been passed at a meeting of such committee. Any
such resolution may consist of several documents, each of
which may be signed by one or more members of the committee
and such resolution shall be deemed to have been passed on
the date on which it was signed by the last member of the
committee who signed it (unless a statement to the contrary
is made in that resolution). Signature of a resolution
may include signature by electronic means (specifically
including signature by electronic mail) subject to such
verification procedures as the members of the committee in
question may deem appropriate in the circumstances.
8. MEMBERS
a. Namespace ZA may have two types of members, being holders of
domains under .za and non-domain holders.
b. Any person registering a domain under .za has the right
to become a member of Namespace ZA, on application to the BOD, without any
membership fee due.
c. Any other person may become a member of Namespace ZA on application
to the BOD and payment of the membership fee.
9. FEES
a. Members who are non-domain holders shall pay to Namespace ZA the
membership fees as determined by the BOD and approved by the members;
b. The BOD shall set such fees that are appropriate to
efficiently administer a central co-ordinating system for the
.za name space and any other domain whose authority has been
delegated to Namespace ZA, and other necessary expenses of Namespace ZA, as
determined by the BOD, and approved by the members, and to be
paid by the registries and registrars of .za.
10. GENERAL MEETINGS
a. General meetings may be held from time to time and
as the BOD deems necessary, at such times and places as may
be determined by the BOD.
b. Notice of every general meeting, shall be given to
all members and shall state the place, day and hour of, and the
nature of the business to be transacted at the general meeting.
c. All members shall be entitled to appoint a proxy
to attend, speak and vote (whether on a show of hands or
on a poll) in their stead at any general meeting in accordance
with this constitution.
11. PROCEEDINGS AT GENERAL MEETINGS
a. Unless a general meeting determines that there
shall be another quorum, a quorum for a general meeting
shall be 30% of the members of Namespace ZA or 10 members of Namespace ZA,
whichever is the lesser, which members shall be present
in person, represented by an authorised representative
or proxy or participating by video conference or such other
electronic means which will allow participation in the
discussion and/or voting which may take place at such
general meeting, without any unreasonable delay.
b. Should a quorum not be present within thirty minutes
after the appointed time for a general meeting, the general
meeting shall be dissolved and shall stand adjourned to the
same day in the next week (or if that day is a public holiday,
the next business day) at the same time and place, and a quorum
at the resumption of the general meeting shall be the members
present in person or by proxy at that meeting.
c. No official business of Namespace ZA shall be conducted
at a general meeting unless a quorum is present.
d. The chairman or, failing him, the vice-chairman shall
be the chairman of each general meeting, provided that if the
chairman and vice-chairman are not present and/or not willing to act,
the members present shall elect one of the members of the BOD or,
if no member of the BOD is present and/or willing to act, elect
a member to be the chair of that general meeting.
e. The general meeting is empowered to deal with,
inter alia, the following-
i. the making of broad policy directives to
be implemented by the BOD;
ii. the acceptance of the reports from the BOD
or any other committee of Namespace ZA;
iii. consideration of any recommendations made
by the BOD;
iv. any other matter that can properly be raised
at a general meeting of Namespace ZA.
f. At any general meeting, each member who is present in
person, by authorised representative or by proxy shall have one
vote on a show of hands or on a poll. In addition, electronic
voting by members participating in such general meeting
(by means of video conferencing or otherwise) shall be
permitted both on a show of hands and on a poll.
12. PROXIES
a. A proxy form, power of attorney or other authority
in respect of a general meeting shall be in writing and
signed by or on behalf of the grantor.
b. A proxy form shall-
i. be in such form as is approved or accepted
by the BOD.
ii. be deposited at the registered address of
Namespace ZA or transmitted by electronic means to the
electronic mail address of Namespace ZA to be received
by Namespace ZA not less than twenty-four hours before
the time appointed for the holding of the general
meeting, or resumption of an adjourned general
meeting at which the person named therein proposes
to vote; provided that the BOD shall use all
reasonable endeavours to provide electronic facilities
for participation in and voting at general meetings
simultaneously with the occurrence of such general meeting;
iii. except insofar as it provides otherwise,
be deemed to confer the power generally to act at
the general meeting in question, subject to any
specific direction as to the manner of voting;
iv. be valid at every resumption of an adjourned
meeting to which it relates, unless the contrary
is stated thereon.
13. PROCEDURE FOR ELECTION OF THE MEMBERS OF THE BOD
a. The election of the 6 members of the BOD to be chosen by
Namespace ZA members shall be held at the annual general meeting of Namespace ZA;
b. All elections of these six BOD members
shall be held as follows-
i. such elections shall take place at the
annual general meeting of Namespace ZA;
ii. the chairman shall, not less than
twenty-one days before the annual general meeting,
call for nominations of candidates for the positions
of the members of the BOD and if a nomination committee
has been constituted as a temporary committee, shall
call upon such nomination committee to procure nominations
as aforesaid, provided that the constitution of a
nomination committee shall not preclude any member from
nominating him or herself or any other member for election;
iii. each nomination shall be in writing, shall
be signed by the member nominating the nominee,
shall include written acceptance by the nominee of his
or her nomination, and shall be submitted to the BOD at
least five days prior to the Namespace ZA annual general meeting;
iv. the BOD shall advise all the members at the
Namespace ZA annual general meeting of the names of the nominees;
v. only members of Namespace ZA are entitled to vote
in the election of Namespace ZA members of the BOD;
vi. the election of these members of the BOD shall
take place by a show of hands unless a secret ballot has
been requested. Any member of the BOD shall cease to hold
office upon the dissolution of Namespace ZA or if such person-
(1) dies, is declared insolvent or
becomes of unsound mind or is found guilty
of committing a serious criminal offence;
(2) resigns, by written notice to the
chairman;
(3) is absent for more than three
consecutive general meetings or meetings
of the BOD, without the prior approval or
subsequent ratification of the BOD;
(4) is prohibited from being or is
removed as or is disqualified from acting
as a director of a company in terms of the
Companies Act, 61 of 1973;
(5) is given notice, as a result of a
decision of at least 50% of members present
at a validly called general meeting of Namespace ZA.
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