CHAPTER V - BOARD OF DIRECTORS, ELECTORAL COMMISSION AND FISCAL COMMISSION

This document and/or information was originally written in Spanish, the official language of Uruguay, the country where LACNIC is legally incorporated and whose laws and regulations govern the organization. Likewise, unofficial information and/or documents are also written in Spanish, as this is the language in which most of LACNIC's advisors and officers work and communicate. We do our best to ensure that our translations are reliable and serve as a guide for our non-Spanish-speaking members. However, discrepancies may exist between the translations and the original document and/or information written in Spanish. In such cases, the original text written in Spanish will always prevail.

CHAPTER V

BOARD OF DIRECTORS, ELECTORAL COMMISSION AND FISCAL COMMISSION

ARTICLE 20:

LACNIC shall be managed and administered by a Board of Directors comprised of seven members elected among the citizens of the countries or territories that are part of the LACNIC service region. The Board of Directors shall assign to these members the following positions: president, vice president, secretary, deputy secretary, treasurer, deputy treasurer, and regular member. Directors shall each serve a three-year term, except in case of permanent vacancy as described in Article 21. Directors shall be eligible for reelection provided that they continue to meet the eligibility criteria. Each year, they shall be partially renewed in groups of two or three (as appropriate). LACNIC’s Executive Director/CEO shall participate in Board meetings with rights equal to those of a director, except for the right to vote.

  1. Not more than two directors may be citizens of the same country or territory. Should a candidate for a position on the Board of Directors have more than one citizenship, all such citizenships shall be considered when evaluating any alleged incompatibility. Any new citizenship acquired by a Director after their election shall not be considered grounds for incompatibility.

  2. Not more than one Director may have employment, consultancy or advisory relationships with the same Company or Organization and/or with one of its Related Companies, whether established in the same country or not.

In order to determine whether this incompatibility exists, the following criteria shall be considered: whether the relationship is in a paid or honorary capacity; the influence that the Company or Organization may exert in relation to the candidate's election and the background that makes the candidate eligible; the position held by the candidate within the Company or Organization; and the degree of influence that the Company or Organization may have over the individual once they occupy the position, or that the individual may have over the Director of said Company or Organization, or vice versa, for reasons of hierarchy or control.

When determining whether this incompatibility exists, membership of global or regional Internet organizations (ISOC, ICANN, etc.) and/or of organizations having no relation to the activities carried out by LACNIC (sports clubs, academic clubs, etc.) shall not be taken into consideration.

These incompatibilities shall be analyzed under the theory of reality, according to which material reality prevails over formalities.

Based on the principles established herein, the Board of Directors shall establish objective, detailed criteria to regulate the grounds for incompatibility as well as borderline or doubtful cases. These regulations and any successive modifications thereto may only be implemented if they are approved prior to an election.

Should any of the incompatibilities described in the paragraphs above occur once a Director is already in office, different solutions shall be adopted depending on whether the grounds for the incompatibility are due to a change in the Director's citizenship or employment relationship.

In the case of a Director who caused the incompatibility due to a change of citizenship, such Director may continue to hold office until the end of their term, after which, should the incompatibility persist, such Director may not run for reelection.

In the case of a Director who caused the incompatibility due to a change in their employment relationship with another Organization and/or Company already represented on the Board by another Director, the matter shall be referred to the Electoral Commission which, in exercise of its faculties, shall determine whether or not such incompatibility exists and, if so, shall remove the Director from their position, which shall remain vacant until the following election. In the event that the incompatibility is not attributable to any of the Directors involved, all the Directors involved shall resign or be removed from their position, and a special election shall be held under Article 22 of these Bylaws solely to determine which of the resigning or removed Directors shall continue to serve on the Board.

Members of the Board serve in an individual capacity, not as representatives of any member organization to which they may belong. Likewise, Directors shall refrain from participating in discussions and voting on matters that may present a potential conflict of interest, both personally and because of their participation in entities or companies to which they are related.

The seven Directors shall be elected according to the provisions of Articles 24 and 25. Each year, after the renewal of its members, the Board of Directors shall decide the position in which each member will serve.

LACNIC shall have a Fiscal Commission composed of three members. Members of the Fiscal Commission shall each serve a three-year term, with partial renewal of one or two positions each year, as applicable, and shall be eligible for reelection provided that they continue to meet the eligibility criteria.

Members of the Fiscal Commission shall be subject to the following incompatibilities:

  1. Not more than one member with the same citizenship may be elected. Should a candidate for a position on the Fiscal Commission have more than one citizenship, all such citizenships shall be considered when evaluating any alleged incompatibility. Any new citizenship acquired by a member of the Fiscal Commission after their election shall not be considered grounds for incompatibility.

  2. Not more than one member of the Fiscal Commission may have employment, consultancy or advisory relationships with the same Company or Organization and/or with one of its Related Companies, whether established in the same country or not.

In order to determine whether this incompatibility exists, the following criteria shall be considered: whether the relationship is in a paid or honorary capacity; the influence that the Company or Organization may exert in relation to the candidate's election and the background that makes the candidate eligible; the position held by the candidate within the Company or Organization; and the degree of influence that the Company or Organization may have over the individual once they occupy the position, or that the individual may have over the Director of said Company or Organization, or vice versa, for reasons of hierarchy or control.

When determining whether this incompatibility exists, membership of global or regional Internet organizations (ISOC, ICANN, etc.) and/or of organizations having no relation to the activities carried out by LACNIC (sports clubs, academic clubs, etc.) shall not be taken into consideration.

These incompatibilities shall be analyzed under the theory of reality, according to which material reality prevails over formalities.

Based on the principles established herein, the Board of Directors shall establish objective, detailed criteria to regulate the grounds for incompatibility as well as borderline or doubtful cases. These regulations and any successive modifications thereto may only be implemented if they are approved prior to an election.

Should any of the incompatibilities described in the paragraphs above occur once a member of the Fiscal Commission is already in office, different solutions shall be adopted depending on whether the grounds for the incompatibility are due to a change in the member's citizenship or employment relationship.

In the case of a member of the Fiscal Commission who caused the incompatibility due to a change of citizenship, such member may continue to hold office until the end of their term, after which, should the incompatibility persist, they may not run for reelection.

In the case of a member of the Fiscal Commission who caused the incompatibility due to a change in their employment relationship with another Organization and/or Company already represented on the Board by another member, the matter shall be referred to the Electoral Commission which, in exercise of its faculties, shall determine whether or not such incompatibility exists and, if so, shall remove the member from their position, which shall remain vacant until the following election. In the event that the incompatibility is not attributable to any of the members of the Fiscal Commission involved, all the members involved shall resign or be removed from their position, and a special election shall be held under Article 22 of these Bylaws solely to determine which of the resigning or removed members shall continue to serve on the Fiscal Commission.

* Article modified by the Member Assemblies held on 24 April 2003, 31 March 2004, 29 June 2005, 29 May 2008, 28 May 2009, 03 May 2016, and 23 May 2017.

ARTICLE 21:

Should for any reason an elected position (member of the Board of Directors, member of the Fiscal Commission or member of the Electoral Commission) become permanently vacant, such vacancy shall be filled during the following election, in which case the winning candidate shall serve for the remainder of the term for which the person who caused the permanent vacancy was elected and shall take office immediately after all the stages of the election process have been completed.

The same procedure shall be used in case an elected candidate is unable to take office.

* Article modified by the Member Assemblies held on 24 April 2003, 06 May 2014, and 03 May 2016. 

ARTICLE 22:

Should the number of members of the Board of Directors, the Fiscal Commission or the Electoral Commission fall below the absolute majority of each of these bodies, the Board of Directors or the remaining members of the Board of Directors shall convene an Extraordinary Election within thirty days of the fact in order to complete the corresponding body. In the event of total vacancy of the Board of Directors, the Extraordinary Election shall be convened by the Fiscal Commission, notwithstanding the responsibilities pertaining to resigning members of the Board of Directors. In both cases, the body that convenes the election shall have all the attributions inherent to such election.

This same Extraordinary Election procedure shall be used in the event that a position on the Board of Directors, the Fiscal Commission or the Electoral Commission becomes permanently vacant more than three months prior to the start of the following election process.

In the event that the Fiscal Commission or the Electoral Commission: a) is reduced to two or four members as the case may be, and must decide on a matter on which its members disagree thus creating a tie due to the body's lack of a chairperson with the authority to break the tie; or b) becomes vacant or loses a majority of its members and must act or decide and there is no deadline for convening an Extraordinary Election, the vacant or reduced Fiscal or Electoral Commission shall be completed with the members of the remaining Commission, either Fiscal or Electoral (as the case may be). Those members of the remaining Commission who do not incur in any of the incompatibilities set forth in these Bylaws shall be given priority when completing a vacant or reduced Commission. Should more than one member of the remaining Commission not incur in any incompatibility, the new composition of the vacant or reduced Commission shall be decided by lot under the supervision of the President of the Board of Directors, and, in case of the latter's incompatibility or impossibility, under the supervision of the person appointed by the Board of Directors.

* Article modified by the Member Assemblies held on 24 April 2003, 29 May 2008, 06 May 2014, 03 May 2016, and 23 May 2017.

ARTICLE 23:

The Board of Directors shall meet at least once every three months, on the date and at time decided during their first annual meeting. The Board of Directors may also meet at such times as it is summoned by the President, at the request of the Fiscal Commission, or at the request of two members of the Board of Directors, in which case the meeting shall be held within fifteen days of the request. Meetings shall be convened ten days in advance using the means and procedures established by the Board of Directors. Meetings of the Board of Directors shall be valid with the presence of the absolute majority of its designated members. Decisions require the vote of the absolute majority of the members present, except for those decisions that require a special majority under paragraphs 10 to 17 of Article 26 of these Bylaws, in which case at least the vote of the absolute majority plus one of the designated Members of the Board of Directors shall be required.

* Article modified by the Member Assemblies held on 24 April 2003, 29 May 2008, 03 May 2016, and 23 May 2017.

ARTICLE 24:

The Electoral Commission shall be composed of five members. This commission shall be responsible for overseeing and certifying the election processes for the bodies established under these Bylaws, including contesting or limiting the positions at stake, candidacies or current positions due to incompatibilities (with the authority to eliminate and/or limit the candidacy of one or more contested candidates and/or candidates investigated at the Electoral Commission's own initiative), as well for as counting the votes and determining election results and winning candidates. The Electoral Commission may act based on third-party accusations or on its own initiative and has the authority to convene an Extraordinary Assembly in case of serious irregularities in an election. Members of the Electoral Commission shall each serve a three-year term, with partial renewal of one or two positions each year, as applicable, and shall be eligible for reelection provided that they continue to meet the eligibility criteria.

In case of third-party accusations, the Electoral Commission shall also have the authority to investigate and decide on alleged incompatibilities of the members of the Board of Directors and of the Fiscal Commission.

Members of the Electoral Commission shall be subject to the following incompatibilities:

  1. Not more than one member with the same citizenship may be elected. Should a candidate for a position on the Electoral Commission have more than one citizenship, all such citizenships shall be considered when evaluating an alleged incompatibility. Any new citizenship acquired by a member of the Electoral Commission after their election shall not be considered grounds for incompatibility.

  2. Not more than one member of the Electoral Commission may have employment, consultancy or advisory relationships with the same Company or Organization and/or with one of its Related Companies, whether established in the same country or not.

In order to determine whether this incompatibility exists, the following criteria shall be considered: whether the relationship is in a paid or honorary capacity; the influence that the Company or Organization may exert in relation to the candidate's election and the background that makes the candidate eligible; the position held by the candidate within the Company or Organization; and the degree of influence that the Company or Organization may have over the individual once they occupy the position, or that the individual may have over the Director of said Company or Organization, or vice versa, for reasons of hierarchy or control.

When determining whether this incompatibility exists, membership of global or regional Internet organizations (ISOC, ICANN, etc.) and/or of organizations having no relation to the activities carried out by LACNIC (sports clubs, academic clubs, etc.) shall not be taken into consideration.

These incompatibilities shall be analyzed under the theory of reality, according to which material reality prevails over formalities.

Based on the principles established herein, the Board of Directors shall establish objective, detailed criteria for regulating the grounds for incompatibility as well as for borderline or doubtful cases. These regulations and any successive modifications thereto may only be implemented if they are approved prior to an election.

Should any of the incompatibilities described in the paragraphs above occur once a member of the Electoral Commission is already in office, different solutions shall be adopted depending on whether the grounds for the incompatibility are due to a change in the member's citizenship or employment relationship.

In the case of a member of the Electoral Commission who caused the incompatibility due to a change of citizenship, such member may continue to hold office until the end of their term, after which, should the incompatibility continue, they may not run for reelection.

In the case of a member of the Electoral Commission who caused the incompatibility due to a change in their employment relationship with another Organization and/or Company already represented on this Commission by another member, the matter shall be referred to the Fiscal Commission/Board of Directors which, in exercise of its faculties, shall determine whether or not such incompatibility exists and, if so, shall remove the member from their position, which shall remain vacant until the following election. In the event that the incompatibility is not attributable to any of the members of the Electoral Commission involved, all the members involved shall resign or be removed from their position, and a special election shall be held under Article 22 of these Bylaws solely to determine which of the resigning or removed members shall continue to serve on the Electoral Commission.

* Article modified by the Member Assemblies held on 24 April 2003, 31 March 2004, 29 June 2005, 29 May 2008, and 23 May 2017.

ARTICLE 25:

Elections

Elections to appoint members of the Board of Directors shall be held within one hundred and eighty days of the Ordinary Member Assembly. Elections to appoint members of the Fiscal and Electoral Commissions shall be held within ninety days of the Ordinary Member Assembly.

Should vacant seats remain after these elections, new elections shall be held within thirty days, as many times as necessary until all vacant seats are filled.

Voting shall be secret and may be conducted through physical or electronic mechanisms that will guarantee the voter’s identity and the secrecy of their vote.

Each member may exercise their right to vote as established in Articles 7 and 19 as many times as positions are being elected, but may only award to one candidate the number of votes established in said article. Candidates shall be voted individually among those nominated in due time and form. Candidates who receive the highest number of votes shall be elected, and the number of elected candidates shall be equal to the number of positions to be filled. In case of a tie in the number of votes for one or more of the positions to be filled, a run-off vote shall be held among those candidates who received the same highest number of votes.

* Article modified by the Member Assemblies held on 24 April 2003, 29 May 2008, and 06 May 2014.

ARTICLE 26:

The Board of Directors shall have the following powers and responsibilities:

  1. To execute Assembly decisions, to comply with and enforce these Bylaws and regulations, interpreting them in case of doubt and with the obligation of reporting this to the following Assembly;

  2. To undertake the administration of LACNIC;

  3. To convene Member Assemblies;

  4. To decide the admittance of those requesting membership. The Board of Directors may delegate this function to the LACNIC staff;

  5. To expel or penalize members;

  6. To designate the staff needed to fulfill the objectives of the organization, set their salaries, determine their obligations, penalize and fire them. The Board of Directors may delegate this function to the LACNIC staff;

  7. To present the Annual Report, General Balance Sheet, Inventory, Expense and Income Account, and Fiscal Commission Report before the Ordinary General Assembly. These documents must be made available to the members with the anticipation required by Article 15 for convening an Ordinary Member Assembly;

  8. To issue the internal regulations needed to fulfill the objectives of the organization, which must be approved by the Assembly. Regulations not having statutory content are exempted;

  9. To ratify resource management and assignment policies for the Internet resources under LACNIC's responsibility;

  10. To propose modifications to the Bylaws and convene the corresponding Extraordinary Member Assembly for their discussion and approval;

  11. To hire the Executive Director;

  12. To approve the annual budget;

  13. To approve the General Balance Sheet to be submitted before the Ordinary Member Assembly;

  14. To approve the purchase and sale of real estate property;

  15. To implement payment terms and the transitional arrangements in case of modifications to membership fees, as well as discounts, benefits, rebates, fines in case of failure to pay such membership fees, and financing of membership fees;

  16. To establish objective, detailed criteria for determining the grounds for incompatibility of LACNIC’s elective members, as well as borderline or doubtful cases;

  17. To exercise the power established in the final paragraph of Article 19, establishing the equivalences of the new address ranges should technical advances require the use of new criteria or new terminology in the assignment of IP address space.

*Article modified by the Member Assemblies held on 24 April 2003, 29 May 2008, 03 May 2016, and 23 May 2017. 

ARTICLE 27:

The Fiscal Commission shall have the following powers and responsibilities:

  1. To control all accounting books and documentation that supports bookkeeping entries, overseeing management, controlling the state of the cash flow and the existence of funds, bonds and stock, in accordance with the laws and the Bylaws in force;

  2. To present suggestions to the Board of Directors regarding the duties detailed in the item above;

  3. To rule on the Annual Report, Inventory, General Balance Sheet, and Expenses and Income Account submitted by the Board of Directors for the consideration of the Ordinary Member Assembly at the end of each fiscal year;

  4. To convene an Ordinary Member Assembly should the Board of Directors fail to do so, with prior reliable notice to the Board of Directors fifteen days in advance;

  5. To request that an Extraordinary Member Assembly be convened when it is deemed necessary, justifying the request before Dirección General de Registros, Asociaciones Civiles y Fundaciones (General Directorate of Registries, Civil Associations and Foundations) should the Board of Directors refuse to comply with the request;

  6. To convene an Extraordinary Member Assembly, informing the Control Organ, when members unsuccessfully submit a request for such an Assembly before the Board of Directors under Article 14;

  7. To oversee the operations for the liquidation of LACNIC. The Fiscal Commission shall fulfill its functions without interfering with the regular administration of the organization;

  8. In case of third-party accusations, to investigate and decide on any alleged incompatibilities of members of the Electoral Commission.

* Article modified by the Member Assembly held on 24 April 2003 (to solve an observation formulated by the Ministry of Foreign Affairs).

* Article modified by the Member Assembly held on 29 May 2008.

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