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Chapter V - Board. Electoral Committee and Fiscal Commission

ARTICLE 20:

LACNIC shall be managed and administrated by a Board of Directors composed of seven members, elected among the citizens of the countries and territories that make up 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 serve a three-year term of office, except in case of permanent vacancy as described in Article 21. Directors shall be eligible for re-election as long as they continue to meet 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 in the region. Should a candidate for a position on the Board of Directors have more than one citizenship, all such citizenships shall be considered when evaluating an 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 or not 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 he/she occupies 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 or not this incompatibility exists, membership of international 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 in accordance with 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 defining the grounds for incompatibility as well as for borderline or doubtful cases. The regulations and any successive modifications thereto may only be implemented if they are approved prior to any electoral act.

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 his/her term, after which, should the incompatibility continue, such Director may not run for reelection.

In the case of a Director who caused the incompatibility due to a change in his/her 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 his/her position, which shall remain vacant until the following election. In the event that the incompatibility may

not be attributed to any of the Directors involved, all Directors involved shall resign or be removed from their position. 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 of Directors shall act as individuals, not in representation of the member organizations to which they 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 above mentioned 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 appoint the positions to be held by its members.

LACNIC shall have a Fiscal Commission composed of three members. Members of the Fiscal Commission shall serve a three-year term of office, and one member shall be renewed each year. Members of the Fiscal Commission shall be eligible for reelection as long as they continue to meet eligibility criteria.

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

  • 1. Not more than one member may be citizen of the same country or territory in the region. Should a candidate for a position on the Fiscal 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 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 or not 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 he/she occupies 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 or not this incompatibility exists, membership of international or regional Internet organizations (ISOC, ICANN, etc.) and/or of Organizations that have 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 in accordance with the theory of reality, according to which material reality prevails over formalities.

Based on the principles established herein, the Board of Directors shall regulate the grounds for incompatibility as well as borderline or doubtful cases using objective criteria and in greater detail The regulations and any successive modifications thereto may only be implemented if they are approved prior to any electoral act.

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 his/her term, after which, should the incompatibility continue, such member may not run for reelection.

In the case of a member of the Fiscal Commission who caused the incompatibility due to a change in his/her employment relationship with another Organization and/or Company already represented on the Fiscal Commission, 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 of the Fiscal Commission from his/her position, which shall remain vacant until the following election. In the event that the incompatibility may not be attributed to any of the members of the Fiscal Commission, all members involved shall resign or be removed from their position. A special election shall be held under article 22 of these Bylaws solely to determine which of the resigning or removed members of the Fiscal Commission shall continue to serve in their role.

*Article modified at the Member Assemblies held on 24 April 2003, 31 May 2004, 29 June2005, 29 May 2008, 28 May 2009, 3 May 2016 and 23 May 2017.

ARTICLE 21:

Should for any reason an elective office (Member of the Board of Directors, Member of the Fiscal Commission or Member of the Electoral Commission) becomes permanently vacant, such vacancy shall be filled during the following election. 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 stages of the electoral process have been completed.

The same procedure shall be used in case a winning candidate is unable to take office.

* Article modified at the Member Assemblies held on 24 April 2003, 6 May 2014 and 3 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, the Board of Directors or the remaining members of the Board of Directors shall summon an Extraordinary Election within 30 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 summoned by the Fiscal Commission, notwithstanding the responsibilities pertaining to resigning members of the Board of Directors. In both cases, the body that issues the summons shall have all the attributions inherent to holding the election.

This same Extraordinary Election procedure shall be used if a position on the Board of Directors, the Fiscal Commission or the Electoral Commission is left permanently vacant more than three months prior to the beginning of the following election process.

If the Fiscal Commission or the Electoral Commission a) is reduced to two or four members (as appropriate), and should such Commission be required to decide on a matter on which its members disagree thus creating a tie due to the body's lack of a president with the authority to break the tie; or b) is left vacant or without a majority of its members and must act or decide, yet there is no deadline set for summoning 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 appropriate). Those members of the remaining Commission that 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 the case of the latter's incompatibility or impossibility, under the supervision of the person appointed by the Board of Directors.

*Article modified at the Member Assemblies held on 24 April 2003, 29 May 2008, 6 May 2014, 3 May 2016 and 23 May 2017.

ARTICLE 23:

The Board of Directors shall meet at least once every three months, on the date and time established 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 summoned ten days in advance using the means and procedures established by the Board of Directors. Meetings shall be valid with the presence of the absolute majority of designated members. Decisions shall require the vote of the absolute majority of those present, except for those decisions which, under items 10 to 17 of Article 26 of the Bylaws require a special majority, 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 at the Member Assemblies held on 24 April 2003, 29 May 2008, 3 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 electoral processes of the bodies established under these Bylaws, including contesting or restricting to one the positions and candidacies at stake due to incompatibilities (having the authority to eliminate and/or restrict the candidacy of one or more contested candidates and/or candidates investigated at the Electoral Commission's own initiative), as well as for counting the votes and determining the results and winning candidates. The Electoral Commission may act based on third- party accusations or on its own initiative, and has the authority to summon an Extraordinary Assembly in case of serious irregularities in the election. Members of the Electoral Commission shall serve a three- year term of office, with partial renewal of one or two positions each year, as applicable. Members of the Electoral Commission shall be eligible for reelection as long as they continue to meet eligibility criteria.

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

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

  • 1. Not more than one member may be citizen of the same country or territory in the region. 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 Fiscal 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 or not 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 he/she occupies 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 or not this incompatibility exists, membership of international or regional Internet organizations (ISOC, ICANN, etc.) and/or of Organizations that have 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 in accordance with the theory of reality, according to which material reality prevails over formalities.

Based on the principles established herein, the Board of Directors shall regulate the grounds for incompatibility as well as borderline or doubtful cases using objective criteria and in greater detail The regulations and any successive modifications thereto may only be implemented if they are approved prior to any electoral act.

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 his/her term, after which, should the incompatibility continue, such member may not run for reelection.

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

*Article modified at 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 the corresponding election, a new election shall be held within 30 days, as many times as necessary until vacant seats are filled.

Votes shall be secret and may be cast using physical or electronic mechanisms that guarantee voters' 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 the same candidate the number of votes established in said Article. Candidates shall be voted individually among those nominated in due time and form. Those candidates that receive the most votes shall be elected. 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 that received the same highest number of votes. This run-off vote shall be held on the date and under the conditions established by the Electoral Commission, and the Fiscal Commission (in case of an election to fill a seat on the Electoral Commission).

* Article modified at the Member Assemblies held on 24 April 2003, 29 May 2008 and 6 May 2014.

ARTICLE 26:

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

  1. 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. 2. To undertake the administration of LACNIC;
  3. 3. To summon Member Assemblies;
  4. 4. To decide the admittance of those requesting membership. The Board of Directors may delegate this function to LACNIC staff;
  5. 5. To expel or penalize members;
  6. 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 LACNIC staff.
  7. 7. To present the Annual Report, General Balance Sheet, Inventory, Expense and Income Account and Fiscal Commission Report before the Ordinary General Assembly. All these documents must be made available to the members with the anticipation required by article 15 for summoning Ordinary Member Assemblies;
  8. 8. To issue 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. 9. To ratify resource management and assignment policies for the Internet resources under LACNIC's responsibility.
  10. 10. To propose modifications to the Bylaws and summon the corresponding Extraordinary Member Assembly for their discussion and approval;
  11. 11. To hire the Executive Director;
  12. 12. To approve the annual budget;
  13. 13. To approve the General Balance Sheet to be submitted before the Ordinary Member Assembly;
  14. 14. To approve the purchase and sale of real estate property.
  15. 15. To implement payment terms and the transitional regime 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. 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. 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 for assigning IP address space.

*Article modified at the Member Assemblies held on 24 April 2003, 31 March 2004, 29 June 2005, 29 May 2008, 3 May 2016 and 23 May 2017.

ARTICLE 27:

The Fiscal Commission has the following attributions and duties:

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

  2. to present suggestions to the Board of Directors, in relation to the responsibilities detailed in the item above;

  3. to pass judgment on the Annual Report, Inventory, General Balance Sheet and Expense and Income Account submitted by the Board of Directors for the consideration of the Ordinary Assembly at the end of each financial year;

  4. to summon an Ordinary Assembly should the Board of Directors fail to do so, having previously notified the Board of Directors fifteen days in advance;

  5. to request that an Extraordinary Assembly be summoned whenever it is deemed necessary, presenting the justification of the request before the "Dirección General de Registros, Asociaciones Civiles y Fundaciones" should the Board of Directors refuse to comply with  the request;

  6. to summon an Extraordinary Assembly, informing the Control Organ, should a members' request according to the provisions Article 14 be presented unsuccessfully;

  7. to oversee 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 resolve alleged incompatibilities of members of the Electoral Commission.

* Article modified at the Member Assembly held on 24 April, 2003 (in virtue of the acceptance of an observation formulated by the Ministry of Foreign Affairs).

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

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