By-laws of APNIC
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APNIC Document identity
Title: By-laws of APNIC
Short title: bylaws
Document ref: APNIC-087
Version: 001
Date of original publication: June 1998
Date of this version: June 1998
Review scheduled: n/a
Obsoletes: APNIC-037
Status: Active
Comments: This document was previously
unnumbered.
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BY-LAWS OF APNIC
PREAMBLE
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Recognising that APNIC Pty Ltd ("the corporation") is a non-profit
corporation providing the service of allocating and registering Internet
resources in the Asia and Pacific Rim region;
By resolution of the directors passed on June 24 1998, the Special
Committee herein known as "APNIC" is appointed in accordance with Article
9.3 of the Articles of Association of the corporation ("the Articles") and
is governed by these by-laws promulgated under Article 9.4 of the Articles,
whose objects and purposes are set out hereinafter;
Notwithstanding any provisions contained in these by-laws, the by-laws are
subject to the Articles and the powers of the corporation and its
directors, other officers and members.
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PART I - NAME
1. The name of this Special Committee shall be "APNIC" comprising
of members ("Members") from the Asia and Pacific Rim region.
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PART II - OBJECTS
2. The objects of APNIC are:
a. to provide the service of allocating and registering
Internet resources for the purpose of enabling
communications via open system network protocols and to
assist in the development and growth of the Internet in
the Asia and Pacific Rim region;
b. to assist the Asia and Pacific Rim Internet
community in the development of procedures, mechanisms,
and standards to efficiently allocate Internet
resources as a service to the community as a whole;
c. to provide educational opportunities to further
Members' technical and policy understanding of the
industry;
d. to develop public policies and public positions in
the best interest of the Members and to seek
legislative and regulatory consideration of issues of
general benefit to the Members, where and when
appropriate;
e. to serve as the administrative, managerial and
operations arm of APNIC Pty Ltd, and to transact all
activities, functions and affairs on behalf, and in the
name, of the corporation.
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PART III - STRUCTURE OF APNIC
3. APNIC shall comprise of the following:
a. Members, who are the governing body of APNIC;
b. the Executive Council, which acts on behalf of
APNIC;
c. the Secretariat, headed by a Director General; and
d. one or more Sub-Committees designated by the
Executive Council, if any.
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PART IV - MEMBERS
Conditions of Membership
4. Membership shall be open to any person, unincorporated
association, firm, corporation Governmental Organisation or
Non-Governmental Organisation, engaged in the use of or business
of providing open system protocol network services. The Executive
Council may grant Membership to any other person or persons as it
deems appropriate from time to time. Memberships shall be in the
name of the person, firm, or corporation as may be doing business
and shall not be held by individuals who own, represent, or are
employed by such eligible member. Members shall pay dues as
established by the Executive Council from time to time, and the
payment of such dues shall be a condition precedent to effective
Membership of APNIC.
Functions of Members
5. The Members shall:
a. determine the general policies for fulfilling the
objects of APNIC prescribed in by-law 2 above;
b. after considering the reports by the Executive
Council on the activities of APNIC since the previous
Annual General Meeting and on the recommended strategic
policy and planning for APNIC, adopt all decisions it
considers appropriate;
c. examine the accounts of APNIC and finally approve
them, if appropriate;
d. elect the individuals who are to serve on the
Executive Council;
e. consider and adopt, if appropriate, proposals for
amendments to the provisions of these by-laws in
accordance with the provisions herein and subject to
provisions contained in the Memorandum and Articles of
Association of the corporation respectively;
f. have the right to review and/or to amend the
decisions of the Executive Council by a two-thirds
(2/3) majority of the votes of the entire membership;
g. have the right to convene Special Meetings by way of
a petition signed by not less than one-quarter (1/4) of
the votes of the entire membership;
h. deal with such other questions as may be necessary.
Annual General Meeting
6. The Annual General Meeting ("AGM") of the Members, for the
election of Executive Council members (as applicable according to
the expiration of their terms of office as provided elsewhere
herein) and for the transaction of such other business as may
properly come before the meeting, shall be held every fiscal
year, at such place and at such time as the Executive Council
shall each year fix.
Special Meetings
7. Special meetings of the Members, for any purpose described in
the notice of the meeting, may be called by the Executive Council
or by the Director General, and shall be held at such place, on
such date, and at such time as they or the Director General shall
fix.
Quorum
8. A meeting of Members is duly constituted and a quorum is said
to be present if, at the commencement of the meeting, there are
present in person or by proxy not less than either 30% of the
votes entitled to vote on resolutions of Members to be considered
at the meeting, or 20 Members, whichever is less.
9. A Member shall be deemed to be present at a meeting of Members
if he participates by other electronic means and all Members
participating in the meeting are able to acknowledge each other
in real-time, providing notice is given to the Secretary of the
Executive Council ("Secretary") by that Member at least 48 hours
in advance of the means of communication.
10. If within one hour from the time appointed for the meeting a
quorum is not present, the meeting shall stand adjourned to the
next business day at the same time and place or to such other
time and place as the Executive Council or the Director General
may determine, and if at the adjourned meeting there are present
within one hour from the time appointed for the meeting in person
or by proxy not less than either 20% of the votes entitled to
vote on the resolutions to be considered by the meeting or 20
Members, those present shall constitute a quorum, but otherwise
the meeting shall be dissolved.
Chairman of Meetings
11. At every meeting of Members, the Chair of the Executive
Council shall preside as chairman of the meeting. If the Chair of
the Executive Council is not present at the meeting, then if the
Director General is present, the Director General shall preside
as chairman of the meeting, otherwise the Members present shall
choose someone of their number to be the chairman. If the Members
are unable to choose a chairman for any reason, then the person
representing the greatest number of votes present in person or by
prescribed form of proxy at the meeting shall preside as chairman
failing which the oldest individual Member (in terms of age) or
representative of a Member present shall take the chair.
12. The chairman may, with the consent of the meeting, adjourn
any meeting from time to time, and from place to place, but no
business shall be transacted at any adjourned meeting other than
the business left unfinished at the meeting from which the
adjournment took place.
13. At any meeting of the Members the Executive Council shall be
responsible for the counting of votes in such manner as it
considers appropriate in the circumstances, and may for this
purpose appoint 2 or more persons to serve as tellers.
Authorised Representatives
14. Where a Member is not an individual then, subject to by-law
15, the right of any individual to speak for or represent such
Member shall be determined from any documents, which may include
electronically verifiable signatures or identification codes,
presented to the chairman which purport to authorise that
individual to represent the Member. If the chairman is not
reasonably satisfied as to that individual�s authority to
represent the Member, the individual shall not represent the
Member until further evidence has been presented to the chairman
and the chairman is satisfied that that individual has authority
to represent the Member.
15. The chairman of any meeting at which a vote is cast by proxy
or on behalf of any Member who is not an individual may call for
a copy of such proxy or authority certified by a solicitor,
barrister, Justice of the Peace, Commissioner for Declarations,
Notary Public, or other person holding an equivalent office,
which shall be produced within 48 hours of being so requested,
failing which the votes cast by such proxy or on behalf of such
Member shall be disregarded.
16. Any Member other than a Member who is an individual may by
resolution of its directors or other governing body authorise
such persons as it thinks fit to act as its representative at any
meeting, and the person so authorised shall be entitled to
exercise the same powers on behalf of the Member which he
represents as that Member could exercise if it were an individual
Member of APNIC.
Notice of Meetings
17. Written notice of the place, date, and time of all meetings
of the Members shall be given by the Executive Council or the
Director General acting on behalf of the Executive Council not
less than ten days before the date on which the meeting is to be
held, to each Member entitled to vote at such meeting, except as
otherwise provided herein. Notice shall be deemed to be given as
soon as it is posted or otherwise issued, and no account shall be
taken of the non-receipt or non-delivery thereof.
18. When a special meeting is adjourned to another place, date or
time, written notice need not be given of the adjourned meeting
if the place, date, and time thereof are announced at the meeting
at which the adjournment is taken; provided, however, that if the
date of any adjourned meeting is more than thirty days after the
date for which the meeting was originally noticed, written notice
of the place, date, and time of the adjourned meeting shall be
given in conformity herewith. At any adjourned meeting, any
business may be transacted which might have been transacted at
the original meeting.
19. The inadvertent failure of the Executive Council or the
Director General to give notice of a meeting to a Member, or the
fact that a Member has not received notice, does not invalidate
the meeting.
Proxies
20. A Member may be represented at any meeting of Members by a
proxy who may speak and vote on behalf of the Member.
21. The instrument appointing a proxy shall be produced in person
or by verifiable electronic means to any member of the Executive
Council or the Director General, or at the principle place of
business of the corporation, 48 hours before the time for holding
the meeting at which the person named in such instrument proposes
to vote.
22. An instrument appointing a proxy shall be in substantially
the following form or such other form as the chairman of the
meeting shall accept as properly evidencing the wishes of the
Member appointing a proxy.
I/We __________________________________________________________
(person's name)
being a member of APNIC with _______________ votes
HEREBY APPOINT
_______________________________________________________________
(person's name)
of
_______________________________________________________________
(company name)
or failing him/her
_______________________________________________________________
(person's name)
of
_______________________________________________________________
(company name)
to be my/our proxy to vote for me/us at the meeting of members
to be held on the ___________ day of _______________ 19__ and
(meeting day) (meeting month) (yr)
at any adjournment thereof.
_______________________________________________________________
(Any restrictions on voting to be inserted here)
Signed this _____________ day of ____________________ 19__
(day) (month) (yr)
_______________________________________________________________
(member's name)
_______________________________________________________________
(member's signature)
_______________________________________________________________
(member's contact phone number)
_______________________________________________________________
(member's contact facsimile number)
_______________________________________________________________
(member's contact email address)
Voting
23. Except where stated otherwise in the notice of meeting,
voting on issues to be determined at meetings may be cast by
electronic mail ("e-mail") or other verifiable electronic means.
The notice of meeting shall stipulate the manner in which votes
may be cast together with the address or location of the
designated repository where such votes may be directed. Votes
cast in such manner must reach the designated repository at least
48 hours in advance of the date and time appointed for the said
meeting, or such longer period as the notice may stipulate.
24. Every Member shall be entitled to cast the number of votes
allotted to that Member according to that Member's tier of
membership.
25. All matters other than election or removal of Council members
or the amendment or repeal of these by-laws or the review or
amendment of any decision of the Executive Council, shall be
determined by a majority of the votes cast. All elections of
Council members shall be determined by a plurality of the votes
cast, and in the event of a tie, a re-casting of votes is to take
place. The removal of a Council member or the amendment or repeal
of these by-laws or the review or amendment of any decision of
the Executive Council shall each require the affirmative vote of
two-thirds (2/3) of the votes of the entire membership as paid-up
48 hours before the meeting.
Resignation
26. Any Member may resign at any time by giving written notice to
the Executive Council or Director General. Unless otherwise
specified in such written notice, such resignation shall take
effect upon receipt thereof by the Executive Council or Director
General, and the acceptance of such resignation shall not be
necessary to make it effective.
27. With the exception of the case in which APNIC and a Member
agrees that prior to the use of any APNIC allocation services the
Member no longer requires the services of APNIC in which case the
Member�s membership may be terminated and the Member will receive
a refund as agreed between APNIC and the Member in the Member�s
Membership Agreement, fees paid-up by Members are not refundable,
whether in part or in whole, in the event a Member resigns.
Consent of Members in Lieu of Meeting
28. Any action required to be taken at any meeting or any action
which may be taken at any meeting of the Members may be taken
without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action to be
taken, shall be signed by the number of Members having not less
than the minimum of votes that would be necessary to authorise or
take such action at a meeting at which all Members entitled to
vote thereon were present and voted and shall be delivered to
APNIC by delivery to the principal place of business of the
corporation, or to a Council member having custody of the book in
which proceedings of meetings of Members are recorded, or to the
Director General, or by verifiable electronic means. Delivery
made to the principal place of business of the corporation shall
be made by hand or by certified or registered mail, return
receipt requested.
29. Every written consent shall bear the date of the signing by
each Member who signs the consent. No written consent shall be
effective unless, within sixty (60) days of the date the earliest
dated consent is delivered, a written consent or consents signed
by a sufficient number of Members are delivered in the manner
prescribed hereinbefore.
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PART V - The Executive Council
Powers of the Executive Council
30. The main functions of the Executive Council are:
a. to act on behalf of the Members in the interval
between AGMs within the limits of the powers delegated
to it by the Members;
b. to manage the activities, functions and affairs of
APNIC and the corporation;
c. to exercise all such powers and do all such acts or
things as may be required to be exercised or done by
the corporation or the directors of the corporation,
subject to the provisions of the Memorandum and
Articles of Association of the corporation and to such
requirements as may be prescribed by a resolution of
the directors of the corporation;
d. to take all steps to facilitate and implement the
decisions of the Members at Annual General Meetings
and, where appropriate, of the decisions of other
meetings of APNIC;
e. to consider broad Internet policy issues in order to
ensure that APNIC's policies and strategies fully
respond to the constantly changing Internet
environment;
f. to ensure the efficient coordination of the work of
APNIC;
g. to establish the basis for the budget of APNIC and
determine, in the light of the decisions taken by the
Members on the reports referred to in by-law 5(b)
above, a ceiling for the expenditure of APNIC until the
next AGM after considering all relevant aspects of the
work of APNIC in that period;
h. to provide any general directives dealing with the
staffing of APNIC and, if necessary, fix the basic
salaries, the salary scales and the system of
allowances and pensions, if any, for all employees of
APNIC;
i. to elect the Director General.
31. The first Executive Council shall be composed of five members
who shall be appointed by the Director General. From the time of
completing the Executive Council elections at the first AGM, the
Executive Council shall be composed of seven members elected at
AGMs in accordance with the provisions of these by-laws.
32. The first Executive Council shall hold office until the first
AGM is convened, whereupon 2 of the 5 members of the first
Executive Council shall relinquish office and the Members shall
elect 4 succeeding Executive Council members (2 to replace the
members relinquishing their office and a further 2 to bring the
total of the Executive Council to 7) to office in accordance with
these by-laws. The 2 members of the first Executive Council who
shall relinquish office at the first AGM will be chosen by the
Director General. Upon election, the 4 succeeding Executive
Council members shall hold office for 2 years. The remaining 3
members of the first Executive Council shall continue in office
until the second AGM whereupon their successors shall in like
manner be elected and hold office for 2 years.
33. Successive Executive Council members shall each serve a
two-year term of office, but shall be eligible for re-election.
To avoid any lack of clarity it is specifically recognised that
the members of the first Executive Council are also eligible for
re-election when they respectively relinquish office either at
the first or second AGM.
34. Each Member voting at an AGM may nominate one individual who
shall then be eligible to stand for election to the Executive
Council. Nominations of individuals for election to the Executive
Council must be received at the principle place of business of
the corporation, or other address designated by the Executive
Council, no less than 2 weeks and no more than 8 weeks prior to
the date of the AGM.
35. Executive Council members shall serve on the Executive
Council in their personal capacity and shall act in the best
interests of the APNIC membership and not the Member organisation
to which that individual belongs. Only one individual per Member
organisation may be elected to sit on the Executive Council.
36. Decisions of the Executive Council shall be made by a
majority vote of the members of the Executive Council present at
a meeting, except that decisions to remove the Director General
shall require a three-fifths majority vote of all members of the
Executive Council (present or otherwise).
37. The Executive Council shall have the discretion and power to
reduce or waive the requirements of fees for deserving
organisations from year to year and shall have the discretion and
power to request an audit of any or all aspects of the operation
of the APNIC Secretariat (as defined in part VI) at any time with
the costs of such audit to be borne by the corporation.
Chair of the Executive Council
38. The Executive Council shall by majority elect one of the
members of the Executive Council as Chair of the Executive
Council, who shall serve as Chair until such time as that
member's term as a member of the Executive Council has expired or
that member's earlier resignation or removal. Any member of the
Executive Council who has served as Chair of the Executive
Council is eligible to be re-elected as Chair, in the discretion
of the Executive Council.
39. The duties of the Chair of the Executive Council are to:-
a. call meetings of the Executive Council;
b. preside at all meetings of the Executive Council;
and
c. perform such duties and exercise such powers as are
given to the Chair by order of the Executive Council.
Treasurer
40. The Executive Council shall by majority elect one of the
members of the Executive Council as Treasurer of the Executive
Council which shall, with the assistance of the General
Secretariat, have the responsibility for preparing and
maintaining the financial records of APNIC and the corporation
and for custody of all moneys and securities of the corporation.
The Treasurer shall make such disbursements of the funds of the
corporation as are authorised. The Treasurer shall also perform
such other duties as the Executive Council may from time to time
prescribe.
Secretary
41. The Executive Council shall by majority elect one of the
members of the Executive Council as Secretary of the Executive
Council which shall, with the assistance of the General
Secretariat, issue all authorised notices for, and shall keep
minutes of, all meetings of the Members and the Executive
Council. The Secretary shall have charge of the records of APNIC
and shall perform such other duties as the Executive Council may
from time to time prescribe.
Vacancy
42. The continuing Executive Council members may act
notwithstanding any vacancy in their body, save that if their
number is reduced below the number fixed by or pursuant to these
by-laws as the necessary quorum for a meeting of the Executive
Council, the continuing Council members may act only for the
purpose of appointing Council members to fill any vacancy that
has arisen or summoning a meeting of Members. A Council member so
appointed shall hold office until the next AGM, whereupon an
election will take place in accordance with these by-laws.
Resignation
43. Any Council member may resign at any time by giving written
notice to the Chair of the Council or the Director General.
Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the
Director General, and the acceptance of such resignation shall
not be necessary to make it effective.
Proceedings of the Executive Council
44. The Executive Council may meet at such times and in such
manner and places as the Executive Council may determine to be
necessary or desirable.
Quorum
45. A meeting of the Executive Council is duly constituted for
all purposes if at the commencement of the meeting there are
present in person not less than one half of the total number of
Council members or their duly authorised representatives.
46. An Executive Council member shall be deemed to be present at
a meeting of the Executive Council if he participates by
electronic means and all Council members participating in the
meeting are able to acknowledge each other in real-time.
Resolutions in Writing
47. A resolution in writing, signed by all the Executive Council
members for the time being entitled to receive notice of a
meeting of the Executive Council, shall be as valid and effectual
as if it had been passed at a meeting of the Executive Council
duly convened and held. Any such resolution may consist of
several documents in like form, each signed by one or more
Council members.
Notice of Meetings
48. An Executive Council member shall be given not less than 7
days' notice of meetings of the Executive Council, but a meeting
of the Executive Council held without 7 days' notice having been
given to all Council members shall be valid if all the Executive
Council members entitled to vote at the meeting who do not attend
waive notice of the meeting. The inadvertent failure to give
notice of a meeting to a Council member, or the fact that a
Council member has not received the notice, does not invalidate
the meeting.
Keeping of Records
49. The Executive Council shall cause the following corporate
records to be kept:
a. minutes of all meetings of the Executive Council and
the Members;
b. copies of all resolutions passed by Executive
Council members, and the Members; and
c. such accounts and records as are necessary or
desirable in order to reflect the financial position of
APNIC and the corporation.
50. The books, records and minutes shall be kept at the General
Secretariat or at such other place as the Executive Council may
determine.
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PART VI - GENERAL SECRETARIAT
51. The General Secretariat, which shall be comprised of the
staff of the corporation, shall be directed by a Director
General. The Director General must not be a member of APNIC, the
representative of a member of APNIC, nor a member of the
Executive Council.
52. The Director General shall be elected by a majority vote of
the members of the Executive Council.
53. The first Director General shall be appointed by the
directors of the corporation.
54. The main functions of the Director General are:
a. to act as the chief executive officer of APNIC and
the corporation;
b. to have, subject to the provisions of these by-laws
and to the direction of the Executive Council, the
responsibility for the general management and control
of the activities, functions and affairs of APNIC and
the corporation and shall perform all duties and have
all powers which are commonly incident to the office of
chief executive or which are delegated by the Executive
Council;
c. to execute all contracts, agreements and other
instruments of the corporation which are authorised
including affixing the Seal of the corporation;
d. to appoint and have general supervision and
direction of all of the other staff and agents of APNIC
and the corporation, including but not limited to
bookkeeping, accounting and treasury functions on
behalf of the Treasurer;
e. to implement strategic policies, prepare plans for
APNIC, and shall coordinate its activities, functions
and affairs;
f. to report to the Executive Council and to put
forward resolutions for the consideration of the
Executive Council;
g. to take all the actions required to ensure the
economic use of APNIC's resources and shall be
responsible to the Executive Council for all the
administrative and financial aspects of APNIC's
activities;
h. to act as the legal representative of APNIC and the
corporation;
i. to act as an ex-officio member of the Executive
Council.
55. The Director General shall not be removed from office except
by an affirmative vote of three-fifths of the members of the
Executive Council.
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PART VII - SUB-COMMITTEES
56. The Executive Council may from time to time designate
sub-committees of APNIC, with such lawfully delegatable powers
and duties as it thereby confers, to serve at the pleasure of the
Executive Council.
57. Except as otherwise provided herein and except as may be
otherwise provided by the Executive Council in designating the
sub-committee, each sub-committee may determine the procedural
rules for meeting and conducting its activities, functions and
affairs and shall act in accordance therewith. Adequate provision
shall be made for notice to members of the sub-committee of all
meetings, and all matters shall be determined by a majority vote
of the members present. Action may be taken by any sub-committee
without a meeting if all members thereof consent thereto in
writing, and the writing or writings are filed with the minutes
of the proceedings of such sub-committee.
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PART VIII - FINANCIAL TRANSACTIONS
58. All cheques, promissory notes, drafts, bills of exchange and
other negotiable instruments, and all receipts for moneys paid to
the corporation shall be signed, drawn, accepted, endorsed or
otherwise executed, as the case may be, in the name of "APNIC Pty
Ltd" or in such other manner as may from time to time be
determined by a resolution of the Executive Council.
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PART IX - CONTRACTS WITH THIRD PARTIES
59. All agreements, contracts and other authorised instruments of
the corporation duly entered into by APNIC with third parties
shall be entered into on behalf of, and in the name of, the
corporation, "APNIC Pty Ltd".
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PART X - NOTICES
60. Except as otherwise specifically provided herein or required
by law, all notices required to be given to any Council member,
Member, officer or agent shall be in writing and may in every
instance be effectively given by hand delivery to the recipient
thereof, by depositing such notice in the mails, postage prepaid,
or by sending such notice by prepaid telegram or mailgram or by
telex, facsimile or other electronic means of transmission. Any
such notice shall be addressed to the Executive Council member,
Member, officer or agent at such person's last known address as
shown on the books of the corporation. The time when such notice
is received, if hand delivered, or dispatched, if delivered
through the mails or by telegram, mailgram or other electronic
means of transmission, shall be the time of the transmission,
dispatch or posting of the notice.
Waiver of Notice
61. A written waiver of any notice, signed by a Council member or
Member whether before or after the time of the event for which
notice is to be given, shall be deemed equivalent to the notice
required to be given to such Council member or Member. Neither
the business nor the purpose of any meeting need be specified in
such a waiver.
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PART XI - INDEMNITIES
Right to Indemnification
62. To the extent permitted by law, and subject to by-law 64, the
corporation may indemnify against all expenses, including legal
fees, and against all judgments, fines and amounts paid in
settlement and reasonably incurred in connection with legal,
administrative or investigative proceedings, any person who:
a. is or was a party or is threatened to be made a
party to any threatened, pending or completed
proceedings, whether civil, criminal, administrative or
investigative, by reason of the fact that the person is
or was an Executive Council member, the Director
General or a member of any sub-committee of APNIC; and
b. is or was serving as an Executive Council member,
the Director General or a member of any sub-committee
in accordance with these by-laws and the Memorandum and
Articles of Association.
63. By-law 62 only applies to a person referred to in that by-law
if the person acted honestly and in good faith with a view to
serving the best interests of APNIC and, in the case of criminal
proceedings, the person had no reasonable cause to believe that
his conduct was unlawful.
64. The decision of the Executive Council as to whether the
person acted honestly and in good faith and with a view to
serving the best interests of APNIC and as to whether the person
had no reasonable cause to believe that his conduct was unlawful
is, in the absence of fraud, sufficient for the purposes of these
by-laws, unless a question of law is involved.
65. The termination of any proceedings by any judgment, order,
settlement, conviction or the entering of a nolle prosequi does
not, by itself, create a presumption that the person did not act
honestly and in good faith and with a view to serving the best
interests of APNIC or that the person had reasonable cause to
believe that his conduct was unlawful.
66. If a person referred to in by-law 62 has been successful in
the defence of any proceedings referred to in that by-law that
person is entitled to be indemnified against all expenses,
including legal fees, and against all judgments, fines and
amounts paid in settlement and reasonably incurred by that person
in connection with the proceedings.
Insurance
67. To the extent permitted by law the corporation may purchase
and maintain insurance in relation to any person who is or was an
Executive Council member, the Director General or a member of a
sub-committee of APNIC, or who at the request of the Executive
Council is or was serving as an Executive Council member, the
Director General or a member of a sub-committee, against all
liability asserted against that person and incurred by that
person in that capacity, whether or not the corporation has or
would have had the power to indemnify that person against the
liabilities set out under by-law 62.
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PART XII - MISCELLANEOUS
Facsimile Signatures
68. Facsimile signatures of any Council member or the Director
General may be used whenever and as authorised by the Executive
Council.
Corporate Seal
69. The directors of the corporation must provide a suitable
seal, containing the name of the corporation. The Director
General shall be in charge of the seal. If and when so directed
by the Executive Council, the seal may be used by the Director
General.
Members of previous "APNIC"
70. APNIC may provide services to any member of the body also
named "APNIC" which was established by the Asia Pacific Network
Information Center, Ltd (a company incorporated under the
sovereign laws of the Seychelles) by resolution of the directors
of the Asia Pacific Network Information Center, Ltd on 18 May
1996 ("the First APNIC"). However no member of the First APNIC
shall be entitled to any rights (including voting rights), powers
or privileges under these by-laws except as decided by the
Director-General, the Executive Council or a majority vote of the
members of APNIC.
Time Periods
71. In applying any provision of these by-laws which requires
that an act be done or not done a specified number of days prior
to an event or that an act be done during a period of a specified
number of days prior to an event, calendar days shall be used,
the day of the doing of the act shall be excluded and the day of
the event shall be included.
Official Language
72. The Official Language of APNIC shall be English and all
meetings and all minutes, documents, instruments or any form of
communication whether in electronic form or otherwise, shall be
in English.
Dispute Resolution
73. Any dispute arising between or among any Member(s), Executive
Council member(s), sub-committee member(s), the Director General,
or the corporation as to any matter arising under or out of or in
connection with these by-laws, or any agreement entered into
between any of the aforementioned parties, or the Memorandum and
Articles of Association of the corporation, and whether in
contract or tort, ("Dispute") the parties to the Dispute must
follow the dispute resolution procedures set out below before
commencing legal proceedings (except for legal proceedings
seeking interlocutory relief).
74. A party claiming that a Dispute has arisen must notify in
writing each other party to the Dispute giving details of the
Dispute.
75. Within 7 days after a notice is given under by-law 74 each
party to the Dispute ("Disputant") must nominate in writing a
representative authorised to settle the Dispute on its behalf.
76. During the 20 day period after expiration of the 7 day period
referred to in by-law 75 (or longer period agreed in writing by
the Disputants) ("Initial Period") each Disputant must in good
faith use its best endeavours to resolve the Dispute.
77. If the Disputants are unable to resolve the Dispute within
the Initial Period they must refer the Dispute to arbitration by
one arbitrator agreed to by the parties or, if they cannot agree,
by the chair of the Institute of Arbitrators Australia, or the
nominee of the chairs, and the arbitration will be conducted in
accordance with the UNCITRAL rules for the conduct of commercial
arbitrations.
78. Any information or documents prepared for the arbitration and
disclosed by a Disputant during the arbitration process:
a. must be kept confidential; and
b. must not be used except for the purpose of resolving
the Dispute.
79. Each Disputant must bear its own costs regarding arbitration
of a Dispute under these clauses, and the Disputants must bear
equally the fees, and any other costs or charges, of any
arbitrator engaged, unless a binding decision of the arbitrator
states otherwise.
80. The place for any arbitration will be at a time and at an
address in the City of the principal place of business of the
corporation appointed by the arbitrator, unless otherwise agreed
by the Disputants and the arbitrator.
81. If, in relation to a Dispute, a Disputant breaches any of the
provisions of by-laws 74 to 76, each other Disputant need not
comply with these dispute resolution clauses in relation to that
Dispute.
Governing Law
82. The governing law of these by-laws and all agreements entered
into between Members and the corporation shall be the law of
Queensland, Australia, and the parties irrevocably submit to the
jurisdiction of the Courts of Queensland, Australia.
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PART XIII - AMENDMENTS
83. These by-laws may be amended by the Members at any meeting by
an affirmative vote of two-thirds (2/3) of the votes of the
entire membership.
