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.

ARTICLE 20

20.1 About the Board of Directors

LACNIC shall be managed and administered by a Board of Directors comprised of nine members elected among the citizens of the countries or territories that are part of the LACNIC service region. The Board of Directors shall include the following positions: president, vice president, secretary, deputy secretary, treasurer, and deputy treasurer. 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 meet the eligibility criteria. Each year, they shall be partially renewed in groups of three. LACNIC’s Executive Director/CEO shall participate in Board meetings with the same rights as a director, except for the right to vote.

Directors shall be elected according to the provisions of Articles 20.3, 24, and 25. Each year, after the renewal of its members, the Board of Directors shall decide the position in which each member shall serve.

20.2 About the Fiscal Commission

LACNIC shall have a Fiscal Commission comprised of three members. Members of the Fiscal Commission shall each serve a three-year term, one of these positions shall be renewed each year, and members shall be eligible for reelection provided that they meet the eligibility criteria.

20.3 About the Electoral Commission

The Electoral Commission shall be comprised of five members. This commission shall be responsible for:

Overseeing and certifying the election processes for the bodies established under these Bylaws;
Verifying and checking the documentation presented by each candidate to certify compliance with the requirements established in the Regulations on Candidate Competencies and Suitability;
Contesting or limiting to one the positions at stake, the candidacies or current positions in case of 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);
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 Member 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 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.

* 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, 23 May 2017, and 04 May 2022.

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 the 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 15 days of the request. Meetings shall be convened 10 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 for which Article 26.2 of these 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 by the Member Assemblies held on 24 April 2003, 29 May 2008, 03 May 2016, 23 May 2017, and 04 May 2022.

ARTICLE 24

Incompatibilities and Conflicts of Interest.

24.1 General Incompatibilities for Members of Bylaws-Mandated Elected Bodies

Not more than one member of the bylaws-mandated elected bodies may have employment 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 such 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 who will occupy the position, or that it may have over the member of the bylaws-mandated elected body related to such Company or Organization, or vice versa, for reasons of hierarchy or control.

When determining whether an incompatibility exists, participation in global, regional, or national Internet organizations and/or in 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 set forth herein, the Board of Directors shall establish detailed, objective criteria to regulate grounds for incompatibility, borderline or doubtful cases, as well as objective mechanisms to assess the competencies and suitability of the candidates and how such requirements will be documented and controlled. These regulations and any successive modifications thereto may only be implemented if they are approved prior to any election process.

Should any of the incompatibilities described in this article occur once a member of the bylaws-mandated body is serving in their elected position, 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 the member of the bylaws-mandated elected body who caused the incompatibility due to a change of citizenship, such member may continue to serve in their position until the end of their term, after which, should the incompatibility persist, they may not run for reelection.

24.1.1 Incompatibilities for Members of the Board of Directors

Members of the Board of Directors shall be subject to the following incompatibilities:

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.

In the case of the Director who caused the incompatibility due to a change in their 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 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 cannot be attributed 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.

24.1.2 Incompatibilities for Members of the Fiscal Commission

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

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 an alleged incompatibility. Any new citizenship acquired by a member of the Fiscal Commission after their election shall not be considered grounds for incompatibility.

In the case of the member of the Fiscal Commission who caused the incompatibility due to a change in their relationship with another Organization and/or Company already represented on this Commission by another member, the matter shall be referred to the Electoral Commission which, in exercise of its faculties, shall determine whether 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 cannot be attributed to any of the members of the Fiscal Commission involved, all 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.

24.1.3 Incompatibilities for Members of the Electoral Commission

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

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.

In the case of the member of the Electoral Commission who caused the incompatibility due to a change in their relationship with another Organization and/or Company already represented on this Commission by another member, the matter shall be referred to the Board of Directors which, in exercise of its faculties, shall determine whether 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 cannot be attributed to any of the members of the Electoral Commission involved, all 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.

24.2 Conflicts of Interest

Members of the bylaws-mandated elected bodies serve in an individual capacity, not as representatives of the member organizations of which they are part. Likewise, members of the bylaws-mandated elected bodies 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.

After consulting with the Electoral Commission and prior to the start of the election process, the Board of Directors shall regulate the conflicts of interest that will apply to members of, and candidates to, positions on LACNIC's elected bodies.

24.2.1. Conflicts of interest shall include the following impediments:

Being simultaneously part of more than one bylaws-mandated elected body. This conflict of interest shall not apply in the case of the temporary replacements set forth in these Bylaws.
Simultaneously standing for election to more than one bylaws-mandated elected body.

24.2.2. In the case of members of the Board of Directors, conflicts of interest shall include the following impediment:

Being simultaneously part of other elected bodies for which the LACNIC Board of Directors has designated the Electoral Commission as oversight authority for the election processes.

24.2.3. In the case of candidates to the Board of Directors, conflicts of interest shall include the following impediment:

Simultaneously standing for election to other elected bodies for which the LACNIC Board of Directors has designated the Electoral Commission as oversight authority for the election processes.

24.2.4. In the case of members of the Electoral Commission, conflicts of interest shall include the following impediments:

Being simultaneously part of other elected bodies for which the Electoral Commission has been designated as oversight authority for the election processes.
Standing for election in a process for which they serve as a member of the Electoral Commission, unless they remove themselves from their role prior to the start of said election process.

24.2.5. In the case of candidates to the Electoral Commission, conflicts of interest shall include the following impediment:

Simultaneously standing for election to other elected bodies for which the LACNIC Board of Directors has designated the Electoral Commission as oversight authority for the election processes.

* Article modified by the Member Assemblies held on 24 April 2003, 31 March 2004, 29 June 2005, 29 May 2008, 23 May 2017, and 04 May 2022.

ARTICLE 25

Election Processes

Elections to appoint members of the Board of Directors shall be held within the second half of the calendar year. Elections to appoint members of the Fiscal and Electoral Commissions shall be held within the first nine months of the calendar year.

The voters’ registry shall be published no later than 30 days after the start of the election process. Members may submit claims, corrections, or clarifications up to 15 days before voting begins, and these shall be settled within the following 5 days.

Should vacant seats remain after the election, the election shall be repeated within 30 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. Candidates shall be endorsed by two members other than the member submitting the nomination, who at the same time shall endorse the accuracy of the information submitted by the candidate in their nomination as well as the candidate's competency and suitability.

Each member may exercise their right to vote as set forth in Articles 7 and 19 as many times as positions are being elected, yet they may only award the same candidate the number of votes specified in said article. Candidates shall be voted individually among those who were nominated in due time and form. Candidates who receive the highest number of votes shall be elected in the same number as positions are up for election. In case of a tie in the number of votes for one or more of the positions up for election, runoff voting shall be held between the tied candidates within the period and under the conditions decided by the Electoral Commission.

* Article modified by the Member Assemblies held on 24 April 2003, 29 May 2008, 06 May 2014, and 04 May 2022.

ARTICLE 26

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

26.1 Powers of the Board of Directors requiring a simple majority:

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 at the next Assembly.
To undertake the administration of LACNIC.
To convene Member Assemblies.
To decide the admission of those requesting membership. The Board of Directors may delegate this function to the LACNIC staff.
To expel or penalize members.
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.
To present the Annual Report, General Balance Sheet, Inventory, Expense and Income Account, and Fiscal Commission Report before the Ordinary Member Assembly. These documents must be made available to the members with the anticipation required by Article 15 for convening the Ordinary Member Assembly.
To issue the internal regulations needed to fulfill LACNIC's objectives.
To ratify resource management and assignment policies for the Internet resources under LACNIC's responsibility.

26.2 Powers of the Board of Directors requiring a special majority:

To propose modifications to the Bylaws and convene the corresponding Extraordinary Member Assembly for their discussion and approval.
To hire the Executive Director.
To approve the annual budget.
To approve the General Balance Sheet to be submitted before the Ordinary Member Assembly.
To approve the purchase and sale of real estate property.
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.
To exercise the power defined in the final paragraph of Article 19, establishing the equivalences for new address blocks should technical advances require the use of new criteria or new terminology in the assignment of IP address space.
To draft, implement, and approve the Regulations on Incompatibilities for Members of LACNIC's Bylaws-Mandated Elected Bodies.
To draft, implement, and approve the Regulations on Candidate Competencies and Suitability.
To draft, implement, and approve the Regulations on Conflicts of Interest for Members of and Candidates to LACNIC's Bylaws-Mandated Elected Bodies.
To define Transparency Guidelines for LACNIC and ensure their application.
To implement and approve election processes and their regulations.