Extraordinary Member Assembly of the Regional IP Address Registry for Latin America and the Caribbean (LACNIC) held on April 24, 2003, at 9 a.m.
According to the records kept in the Book of Assembly Attendance, the following members were present:
Level 1:
ETECSA, represented by Jesús Martínez, entitled to 1 vote;
CODETEL, represented by Manuel Rocha, entitled to 1 vote;
AHCIET, represented by Luis di Benedetto, entitled to 1 vote;
CABASE, represented by Sebastián Bellagamba, entitled to 1 vote;
NETIZEN, represented by Sebastián Bellagamba, entitled to 1 vote;
ENRED, represented by Florencio Utreras, entitled to 1 vote;
ECOMLAC, represented by Fabio Marinho, entitled to 1 vote.
Level 2:
ENTEL S.A. (Bolivia), represented by Marcelo Ibáñez, entitled to 2 votes;
ETB Colombia, represented by Fernando Ortega, entitled to 2 votes;
SKYONLINE, represented by Sebastián Bellagamba, entitled to 2 votes and
ENTEL Chile, represented by Bruno Muñoz, entitled to 2 votes.
Level 3:
IFX Networks, represented by Ciro Vera, entitled to 3 votes.
Level 4:
NIC Brasil, represented by Hartmut Glasser, entitled to 4 votes.
As there were not enough members in attendance to constitute a quorum at the first summons, the assembly began its session at second summons, at 9.30 a.m.
The members in attendance at second summons accounted for a total of 22 votes, constituting the attendance quorum required by the statutes to session on second summons, therefore the Assembly was able to begin its session.
Also in attendance were the Fiscal Commission members, Artur Nunes de Oliveira Filho, Daniel Bonacic Fuica and Alejandro Bellagamba.
For the record it is stated that this assembly was summoned by the Board of Directors during the meeting held on December 19, 2002, and that, according to Article 15 of the bylaws, the corresponding summons was communicated through a circular sent to the members 40 days in advance of the event, on March 14, 2003. For the record it is stated that said circular included the proposed modifications for LACNIC's bylaws.
Having the Extraordinary Member Assembly been legally constituted, discussion of the agenda stated in the corresponding summons began as follows:
1) Designation of President and Secretary for the Assembly.
2) Modification of LACNIC's bylaws.
3) Authorization for proceedings.
4) Designation of two shareholders for signing the minutes.
1. Designation of President and Secretary for the Assembly
After having been set forth for the consideration of the Assembly, the designations of Oscar Messano as President of the Assembly and German Valdez as Secretary of the Assembly were unanimously approved.
2. Modification of LACNIC's Bylaws
Before setting forth the modification of LACNIC's bylaws for the consideration of the Assembly, CEO/Executive Director Raúl Echeberría briefly presented the reasons that led to propose the modification of each one of the articles under consideration.
After Raúl Echeberría's presentation, Harmut Glasser requested that some doubts be addressed; the Board of Directors cleared these doubts.
Then CABASE, through its representative Sebastián Bellagamba, proposed that a final paragraph be added at the end of article 19, one of the articles under discussion, to the effect of clarifying that the votes of Members belonging to different member categories are not cumulative, and suggested the following text:
"Votes of those Members belonging to more than one member category shall not be cumulative; therefore a member shall only have the right to vote under the category that entitles the greatest number of votes."
By majority of those present, with the abstention of ETB Colombia represented by Fernando Ortega, the Assembly approved the modification of Articles 1, 6, 13, 17, 19, 20, 21, 22, 23, 24, 25, 26, 27 y 31 of LACNIC's bylaws. The new wording for these articles shall be:
Article 1: (Name and Address) A non-government organization is created under the name Internet Address Registry for Latin America and the Caribbean (LACNIC), organization that shall be governed by these bylaws and the applicable rules and regulations. The central office of this organization shall be in the department of Montevideo.
Article 6: The following member categories are established:
a) Active members:
Active "A" Members: Those receiving IP address space directly from LACNIC, those receiving IP address space indirectly through national registries according to the contracts celebrated between LACNIC and said registries, or those who received address space from ARIN and belong to the address space awarded to LACNIC, and request admittance.
Active "B" Members: Organizations residing in Latin America or the Caribbean or whose activities are carried out mainly in Latin America or the Caribbean, related to Internet development and/or formed by Internet access service providers, that make a relevant contribution to Internet related policies in the region of Latin America and the Caribbean, agree with LACNIC's objectives and request admittance.
Active Founding Members: The following organizations: AHCIET (Hispano- American Association of Research Centers and Telecommunications Companies), CABASE (Argentine Chamber of Databases and Online Services), CG-Br (Brazilian Internet Management Committee), eCOMLAC (Latin American and Caribbean Internet and e-Commerce Federation), ENRED (Network Forum for Latin America and the Caribbean) and NIC-Mx (NIC Mexico).
b) Adhering Members:
Those who agree with LACNIC's objectives, request admittance and Administer IP addresses outside the address space awarded to Latin America and the Caribbean and are geographically located in Latin America or the Caribbean, or Any person or legal entity.
c) Honorary Members:
All persons, companies or organizations designated as such by decision of the Member Assembly, in view of the activities they carry out in furtherance of LACNIC's objectives.
d) Benefactor members:
Those persons or legal entities that contribute significantly to LACNIC's financial support.
Article 13: There shall be two types of General Assemblies: Ordinary and Extraordinary. Ordinary General Assemblies shall be held once a year, within the first six months after the closing of each financial year, the date of which is set as December 31, and these assemblies shall:
a) consider, approve or modify the annual report, general balance sheet, inventory, expense and income account and report presented by the Control Organ;
b) elect, if warranted, the members of the Control Organ and Electoral Commission;
c) establish membership fees and determine procedures for updating them if necessary, procedures that shall be implemented by the Board of Directors;
d) consider any other matter included in the agenda;
e)consider any matter proposed by no less than five percent of the members and presented to the Board of Directors within thirty days of the closing of the financial year.
Article15: Assemblies shall be summoned by means of circulars sent to the postal or e-mail addresses of the members thirty days in advance. The Annual Report, General Balance Sheet, Inventory, Expense and Income Account and Control Organ Report must be submitted with the same anticipation. When bylaws or regulatory modifications are submitted for the consideration of the Assembly, the contents of said modifications must also be submitted to the members with the same anticipation. Assemblies may not consider matters other than those expressly included in the agenda, unless full membership is present and the incorporation of the matter is approved by unanimous vote.
Article 17: Resolutions shall be adopted by absolute majority of cast votes, except in those cases where these bylaws expressly refer to other majorities. Members of the Board of Directors and the Control Organ may not vote on matters relating to their terms of office. Members who join the Assembly after it has begun may only vote on the matters that have not yet been decided. In the case of decisions that affect the requirements and conditions for the member categories established in Article 6, the conformity of the absolute majority of Active Members present shall be required. These requirements complement those specifically established for reforming the Bylaws.
Article 19: Assembly discussions shall be conducted in the spirit of constantly seeking consensual agreement.
In case voting becomes necessary, Active "B" and Founding Members shall be entitled to 1 vote; Active "A" Members shall be entitled to 1 to 4 votes, depending on the address space they have been assigned, in such a way that those administering the greatest amount of IP numbers have the greatest number of votes.
This classification shall be made according to the following criteria:
LEVEL 1: Active "A" Members that: i) administer IPv4 addresses equivalent to a /19 block or smaller of the address space assigned to Latin America and managed by LACNIC; or ii) administer IPv6 addresses, shall be entitled to one vote.
LEVEL 2: Active "A" Members that administer IPv4 addresses equivalent to a block greater than a /19 and smaller than a /16 block of the address space assigned to Latin America and managed by LACNIC shall be entitled to two votes.
LEVEL 3: Active "A" Members that administer IPv4 addresses equivalent to a block greater than or equal to a /16 block and smaller than a /14 block of the address space assigned to Latin America and managed by LACNIC shall be entitled to three votes.
LEVEL 4: Active "A" Members that administer IPv4 addresses equivalent to a block greater than or equal to a /14 block of the address space assigned to Latin America and managed by LACNIC shall be entitled to four votes.
Whenever technological advances require the use of new criteria or new terminology for assigning IP address space, the Board of Directors, with the vote of two thirds of its members, shall be responsible for establishing the equivalences of the new address block ranges with the four levels herein established, without modifying the spirit of assigning more votes to those members administering larger address spaces.
Votes of those Members belonging to more than one member category shall not be cumulative; therefore a member shall only have the right to vote under the category that entitles the greatest number of votes.
Article 20: LACNIC shall be managed and administered by a Board of Directors composed of six titular members to whom the Board of Directors shall assign the following positions: President, Vice-President, Secretary, Deputy Secretary, Treasurer and Deputy Treasurer. Directors shall serve a three-year term of office, but shall be eligible for re-election. Every year they shall be partially renewed in groups of two. The Executive Director/CEO shall participate in the Board of Directors' meetings with equivalent rights to those of a Director, except that he/she shall not be entitled to vote.
Members of the Board of Directors shall act as individuals, not in representation of the member organizations to which they belong.
The six directors mentioned above 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.
There shall be a Control Organ composed of three members. They shall serve a two-year term of office.
Article 21: If by any reason a director's position is temporary of permanently vacant, this vacancy shall be filled at the next election and the director shall hold office for the duration of the term for which the outgoing director had been elected.
Article 22: Should the number of members of the Board of Directors be reduced below the absolute majority, within fifteen days of this fact the remaining directors shall summon an Extraordinary Assembly to be held within the following thirty days with the objective of completing the Board of Directors. In the event of total vacancy of the Board of Directors, the Control Organ shall summon the Extraordinary Assembly, not withstanding the responsibilities pertaining to resigning members of the Board of Directors. In both cases, the organ that issues the summons shall have all attributions inherent to celebrating the Assembly or celebrating elections.
Article 23: The Board of Directors shall meet at least once every three months, on the date and time established at their first annual meeting, and also at such times as it is summoned by the President or at the request of the Control Organ or two of its members, in which case the meeting must be held within the following fifteen days. Meetings shall be summoned ten days in advance by means of circulars. Meetings shall be valid with the presence of the absolute majority of designated members, and decisions shall require the vote of the absolute majority of members present, except for reconsiderations which require two thirds of the votes, in a session with the same number of participants or more participants than the session during which the matter to be reconsidered was decided.
Article 24: The Electoral Commission shall be composed of three members. They shall be elected by the Ordinary General Assembly. This commission shall be in charge of all matters relating to the electionary act, as well as counting the votes and determining results and winning candidates. It is empowered to summon an Extraordinary Assembly in case of serious irregularities in the election. This commission shall hold office for a term of two years as of its designation, or until the new members of the Electoral Commission have entered upon office.
Article 25: The election of the members of the Board of Directors shall be held within one hundred and eighty days of the Ordinary Assembly. Votes shall be secret and may be cast by post or e-mail using mechanisms that guarantee the identity of the voter and the secrecy of the 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 one candidate the number of votes established in said articles. Candidates shall be voted individually among those nominated in due time and form. Those candidates that receive more votes shall be elected; the number of elected candidates shall be equal to the number of positions at issue.
Article 26: The attributions and responsibilities of the Board of Directors are:
a) to execute Assembly decisions, to comply with and enforce these Bylaws and the regulations, interpreting them in case of doubt, with the obligation of reporting this to the next Assembly;
b) to undertake the administration of LACNIC;
c) to summon Assemblies;
d) to decide the admittance of those requesting membership;
e) to expel or penalize members;
f) to designate the staff necessary to fulfill the objectives of the organization, establish their salaries, determine their obligations, penalize and fire them;
g) to present the Annual Report, General Balance Sheet, Inventory, Expense and Income Account and Control Organ 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 Assemblies;
h) to issue internal regulations necessary for the fulfillment of the objectives, which must be approved by the Assembly; those regulations not having statutory content are exempted;
i) to approve methodologies for the development of LACNIC;
j) to approve administration and allocation policies for Internet resources under LACNIC responsibility, which shall be approved by the following member assembly.
Article 27: The Control Organ has the following attributions and duties:
a) 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;
b) Attend the Board meetings, with voice but not vote, and with presence not counted for quorum purposes;
c) to verify compliance with laws, these Bylaws and regulations;
d) 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;
e) 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;
f) 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;
g) to summon an Extraordinary Assembly, informing the Control Organ, should a members' request according to the provisions Article 14 be presented unsuccessfully;
h) to oversee operations for the liquidation of LACNIC. The Control Organ shall fulfill its functions without interfering with the regular administration of the organization.
CHAPTER VIII
VICE-PRESIDENT, DEPUTY SECRETARY AND DEPUTY TREASURER Article 31: The Vice-President shall:
a) attend Assemblies and meetings of the Board of Directors, being entitled to vote;
b) undertake assignments and tasks entrusted by the Board of Directors;
c) fulfill the functions of the President should he/she communicate his/her absence or resignation as President of the Board of Directors.
The Deputy Secretary shall:
a) attend Assemblies and meetings of the Board of Directors, being entitled to vote;
b) undertake assignments and tasks entrusted by the Board of Directors;
c) fulfill the functions of the Secretary should he/she communicate his/her absence or resignation as Secretary of the Board of Directors.
The Deputy Treasurer shall:
a) attend Assemblies and meetings of the Board of Directors, being entitled to vote;
b) undertake assignments and tasks entrusted by the Board of Directors;
c) fulfill the functions of the Treasurer should he/she communicate his/her absence or resignation as Treasurer of the Board of Directors.
3. Authorization for Proceedings
The Assembly unanimously decided to authorize Drs. Ricardo Olivera García, Carlos Delpiazzo, Alberto Foderé, Eduardo Sanguinetti, Jean Jacques Bragard, Carolina Giuffra and Eduardo Jiménez de Aréchaga so that they, acting jointly or individually, may take all necessary steps and perform all necessary tasks for obtaining the approval, communication, registration and publication of this modification of the bylaws before the Foreign Affairs Ministry, General Registry Office, Civil Associations and Foundations, Social Security, Internal Revenue Office, Labor and Social Security Ministry, Public Health Ministry, and other offices in the Republic of Uruguay, being also authorized to accept and discuss the observations that the competent authorities might present, including the Foreign Affairs Ministry, General Registry Office, Civil Associations and Foundations, having the right to propose alternative texts and appeal the resolutions of these organizations.
4. Designation of Two Shareholders for Signing the Minutes
It was unanimously decided to designate Sebastián Bellagamba, in representation of CABASE, and Marcelo Ibáñez, in representation of ENTEL S.A. (Bolivia), to sign the minutes.
The session finished at 10.15 a.m.
According to the records kept in the Book of Assembly Attendance, the following members were present:
Level 1:
ETECSA, represented by Jesús Martínez, entitled to 1 vote;
CODETEL, represented by Manuel Rocha, entitled to 1 vote;
AHCIET, represented by Luis di Benedetto, entitled to 1 vote;
CABASE, represented by Sebastián Bellagamba, entitled to 1 vote;
NETIZEN, represented by Sebastián Bellagamba, entitled to 1 vote;
ENRED, represented by Florencio Utreras, entitled to 1 vote;
ECOMLAC, represented by Fabio Marinho, entitled to 1 vote.
Level 2:
ENTEL S.A. (Bolivia), represented by Marcelo Ibáñez, entitled to 2 votes;
ETB Colombia, represented by Fernando Ortega, entitled to 2 votes;
SKYONLINE, represented by Sebastián Bellagamba, entitled to 2 votes and
ENTEL Chile, represented by Bruno Muñoz, entitled to 2 votes.
Level 3:
IFX Networks, represented by Ciro Vera, entitled to 3 votes.
Level 4:
NIC Brasil, represented by Hartmut Glasser, entitled to 4 votes.
As there were not enough members in attendance to constitute a quorum at the first summons, the assembly began its session at second summons, at 9.30 a.m.
The members in attendance at second summons accounted for a total of 22 votes, constituting the attendance quorum required by the statutes to session on second summons, therefore the Assembly was able to begin its session.
Also in attendance were the Fiscal Commission members, Artur Nunes de Oliveira Filho, Daniel Bonacic Fuica and Alejandro Bellagamba.
For the record it is stated that this assembly was summoned by the Board of Directors during the meeting held on December 19, 2002, and that, according to Article 15 of the bylaws, the corresponding summons was communicated through a circular sent to the members 40 days in advance of the event, on March 14, 2003. For the record it is stated that said circular included the proposed modifications for LACNIC's bylaws.
Having the Extraordinary Member Assembly been legally constituted, discussion of the agenda stated in the corresponding summons began as follows:
1) Designation of President and Secretary for the Assembly.
2) Modification of LACNIC's bylaws.
3) Authorization for proceedings.
4) Designation of two shareholders for signing the minutes.
1. Designation of President and Secretary for the Assembly
After having been set forth for the consideration of the Assembly, the designations of Oscar Messano as President of the Assembly and German Valdez as Secretary of the Assembly were unanimously approved.
2. Modification of LACNIC's Bylaws
Before setting forth the modification of LACNIC's bylaws for the consideration of the Assembly, CEO/Executive Director Raúl Echeberría briefly presented the reasons that led to propose the modification of each one of the articles under consideration.
After Raúl Echeberría's presentation, Harmut Glasser requested that some doubts be addressed; the Board of Directors cleared these doubts.
Then CABASE, through its representative Sebastián Bellagamba, proposed that a final paragraph be added at the end of article 19, one of the articles under discussion, to the effect of clarifying that the votes of Members belonging to different member categories are not cumulative, and suggested the following text:
"Votes of those Members belonging to more than one member category shall not be cumulative; therefore a member shall only have the right to vote under the category that entitles the greatest number of votes."
By majority of those present, with the abstention of ETB Colombia represented by Fernando Ortega, the Assembly approved the modification of Articles 1, 6, 13, 17, 19, 20, 21, 22, 23, 24, 25, 26, 27 y 31 of LACNIC's bylaws. The new wording for these articles shall be:
Article 1: (Name and Address) A non-government organization is created under the name Internet Address Registry for Latin America and the Caribbean (LACNIC), organization that shall be governed by these bylaws and the applicable rules and regulations. The central office of this organization shall be in the department of Montevideo.
Article 6: The following member categories are established:
a) Active members:
Active "A" Members: Those receiving IP address space directly from LACNIC, those receiving IP address space indirectly through national registries according to the contracts celebrated between LACNIC and said registries, or those who received address space from ARIN and belong to the address space awarded to LACNIC, and request admittance.
Active "B" Members: Organizations residing in Latin America or the Caribbean or whose activities are carried out mainly in Latin America or the Caribbean, related to Internet development and/or formed by Internet access service providers, that make a relevant contribution to Internet related policies in the region of Latin America and the Caribbean, agree with LACNIC's objectives and request admittance.
Active Founding Members: The following organizations: AHCIET (Hispano- American Association of Research Centers and Telecommunications Companies), CABASE (Argentine Chamber of Databases and Online Services), CG-Br (Brazilian Internet Management Committee), eCOMLAC (Latin American and Caribbean Internet and e-Commerce Federation), ENRED (Network Forum for Latin America and the Caribbean) and NIC-Mx (NIC Mexico).
b) Adhering Members:
Those who agree with LACNIC's objectives, request admittance and Administer IP addresses outside the address space awarded to Latin America and the Caribbean and are geographically located in Latin America or the Caribbean, or Any person or legal entity.
c) Honorary Members:
All persons, companies or organizations designated as such by decision of the Member Assembly, in view of the activities they carry out in furtherance of LACNIC's objectives.
d) Benefactor members:
Those persons or legal entities that contribute significantly to LACNIC's financial support.
Article 13: There shall be two types of General Assemblies: Ordinary and Extraordinary. Ordinary General Assemblies shall be held once a year, within the first six months after the closing of each financial year, the date of which is set as December 31, and these assemblies shall:
a) consider, approve or modify the annual report, general balance sheet, inventory, expense and income account and report presented by the Control Organ;
b) elect, if warranted, the members of the Control Organ and Electoral Commission;
c) establish membership fees and determine procedures for updating them if necessary, procedures that shall be implemented by the Board of Directors;
d) consider any other matter included in the agenda;
e)consider any matter proposed by no less than five percent of the members and presented to the Board of Directors within thirty days of the closing of the financial year.
Article15: Assemblies shall be summoned by means of circulars sent to the postal or e-mail addresses of the members thirty days in advance. The Annual Report, General Balance Sheet, Inventory, Expense and Income Account and Control Organ Report must be submitted with the same anticipation. When bylaws or regulatory modifications are submitted for the consideration of the Assembly, the contents of said modifications must also be submitted to the members with the same anticipation. Assemblies may not consider matters other than those expressly included in the agenda, unless full membership is present and the incorporation of the matter is approved by unanimous vote.
Article 17: Resolutions shall be adopted by absolute majority of cast votes, except in those cases where these bylaws expressly refer to other majorities. Members of the Board of Directors and the Control Organ may not vote on matters relating to their terms of office. Members who join the Assembly after it has begun may only vote on the matters that have not yet been decided. In the case of decisions that affect the requirements and conditions for the member categories established in Article 6, the conformity of the absolute majority of Active Members present shall be required. These requirements complement those specifically established for reforming the Bylaws.
Article 19: Assembly discussions shall be conducted in the spirit of constantly seeking consensual agreement.
In case voting becomes necessary, Active "B" and Founding Members shall be entitled to 1 vote; Active "A" Members shall be entitled to 1 to 4 votes, depending on the address space they have been assigned, in such a way that those administering the greatest amount of IP numbers have the greatest number of votes.
This classification shall be made according to the following criteria:
LEVEL 1: Active "A" Members that: i) administer IPv4 addresses equivalent to a /19 block or smaller of the address space assigned to Latin America and managed by LACNIC; or ii) administer IPv6 addresses, shall be entitled to one vote.
LEVEL 2: Active "A" Members that administer IPv4 addresses equivalent to a block greater than a /19 and smaller than a /16 block of the address space assigned to Latin America and managed by LACNIC shall be entitled to two votes.
LEVEL 3: Active "A" Members that administer IPv4 addresses equivalent to a block greater than or equal to a /16 block and smaller than a /14 block of the address space assigned to Latin America and managed by LACNIC shall be entitled to three votes.
LEVEL 4: Active "A" Members that administer IPv4 addresses equivalent to a block greater than or equal to a /14 block of the address space assigned to Latin America and managed by LACNIC shall be entitled to four votes.
Whenever technological advances require the use of new criteria or new terminology for assigning IP address space, the Board of Directors, with the vote of two thirds of its members, shall be responsible for establishing the equivalences of the new address block ranges with the four levels herein established, without modifying the spirit of assigning more votes to those members administering larger address spaces.
Votes of those Members belonging to more than one member category shall not be cumulative; therefore a member shall only have the right to vote under the category that entitles the greatest number of votes.
Article 20: LACNIC shall be managed and administered by a Board of Directors composed of six titular members to whom the Board of Directors shall assign the following positions: President, Vice-President, Secretary, Deputy Secretary, Treasurer and Deputy Treasurer. Directors shall serve a three-year term of office, but shall be eligible for re-election. Every year they shall be partially renewed in groups of two. The Executive Director/CEO shall participate in the Board of Directors' meetings with equivalent rights to those of a Director, except that he/she shall not be entitled to vote.
Members of the Board of Directors shall act as individuals, not in representation of the member organizations to which they belong.
The six directors mentioned above 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.
There shall be a Control Organ composed of three members. They shall serve a two-year term of office.
Article 21: If by any reason a director's position is temporary of permanently vacant, this vacancy shall be filled at the next election and the director shall hold office for the duration of the term for which the outgoing director had been elected.
Article 22: Should the number of members of the Board of Directors be reduced below the absolute majority, within fifteen days of this fact the remaining directors shall summon an Extraordinary Assembly to be held within the following thirty days with the objective of completing the Board of Directors. In the event of total vacancy of the Board of Directors, the Control Organ shall summon the Extraordinary Assembly, not withstanding the responsibilities pertaining to resigning members of the Board of Directors. In both cases, the organ that issues the summons shall have all attributions inherent to celebrating the Assembly or celebrating elections.
Article 23: The Board of Directors shall meet at least once every three months, on the date and time established at their first annual meeting, and also at such times as it is summoned by the President or at the request of the Control Organ or two of its members, in which case the meeting must be held within the following fifteen days. Meetings shall be summoned ten days in advance by means of circulars. Meetings shall be valid with the presence of the absolute majority of designated members, and decisions shall require the vote of the absolute majority of members present, except for reconsiderations which require two thirds of the votes, in a session with the same number of participants or more participants than the session during which the matter to be reconsidered was decided.
Article 24: The Electoral Commission shall be composed of three members. They shall be elected by the Ordinary General Assembly. This commission shall be in charge of all matters relating to the electionary act, as well as counting the votes and determining results and winning candidates. It is empowered to summon an Extraordinary Assembly in case of serious irregularities in the election. This commission shall hold office for a term of two years as of its designation, or until the new members of the Electoral Commission have entered upon office.
Article 25: The election of the members of the Board of Directors shall be held within one hundred and eighty days of the Ordinary Assembly. Votes shall be secret and may be cast by post or e-mail using mechanisms that guarantee the identity of the voter and the secrecy of the 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 one candidate the number of votes established in said articles. Candidates shall be voted individually among those nominated in due time and form. Those candidates that receive more votes shall be elected; the number of elected candidates shall be equal to the number of positions at issue.
Article 26: The attributions and responsibilities of the Board of Directors are:
a) to execute Assembly decisions, to comply with and enforce these Bylaws and the regulations, interpreting them in case of doubt, with the obligation of reporting this to the next Assembly;
b) to undertake the administration of LACNIC;
c) to summon Assemblies;
d) to decide the admittance of those requesting membership;
e) to expel or penalize members;
f) to designate the staff necessary to fulfill the objectives of the organization, establish their salaries, determine their obligations, penalize and fire them;
g) to present the Annual Report, General Balance Sheet, Inventory, Expense and Income Account and Control Organ 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 Assemblies;
h) to issue internal regulations necessary for the fulfillment of the objectives, which must be approved by the Assembly; those regulations not having statutory content are exempted;
i) to approve methodologies for the development of LACNIC;
j) to approve administration and allocation policies for Internet resources under LACNIC responsibility, which shall be approved by the following member assembly.
Article 27: The Control Organ has the following attributions and duties:
a) 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;
b) Attend the Board meetings, with voice but not vote, and with presence not counted for quorum purposes;
c) to verify compliance with laws, these Bylaws and regulations;
d) 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;
e) 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;
f) 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;
g) to summon an Extraordinary Assembly, informing the Control Organ, should a members' request according to the provisions Article 14 be presented unsuccessfully;
h) to oversee operations for the liquidation of LACNIC. The Control Organ shall fulfill its functions without interfering with the regular administration of the organization.
VICE-PRESIDENT, DEPUTY SECRETARY AND DEPUTY TREASURER
a) attend Assemblies and meetings of the Board of Directors, being entitled to vote;
b) undertake assignments and tasks entrusted by the Board of Directors;
c) fulfill the functions of the President should he/she communicate his/her absence or resignation as President of the Board of Directors.
The Deputy Secretary shall:
a) attend Assemblies and meetings of the Board of Directors, being entitled to vote;
b) undertake assignments and tasks entrusted by the Board of Directors;
c) fulfill the functions of the Secretary should he/she communicate his/her absence or resignation as Secretary of the Board of Directors.
The Deputy Treasurer shall:
a) attend Assemblies and meetings of the Board of Directors, being entitled to vote;
b) undertake assignments and tasks entrusted by the Board of Directors;
c) fulfill the functions of the Treasurer should he/she communicate his/her absence or resignation as Treasurer of the Board of Directors.
3. Authorization for Proceedings
The Assembly unanimously decided to authorize Drs. Ricardo Olivera García, Carlos Delpiazzo, Alberto Foderé, Eduardo Sanguinetti, Jean Jacques Bragard, Carolina Giuffra and Eduardo Jiménez de Aréchaga so that they, acting jointly or individually, may take all necessary steps and perform all necessary tasks for obtaining the approval, communication, registration and publication of this modification of the bylaws before the Foreign Affairs Ministry, General Registry Office, Civil Associations and Foundations, Social Security, Internal Revenue Office, Labor and Social Security Ministry, Public Health Ministry, and other offices in the Republic of Uruguay, being also authorized to accept and discuss the observations that the competent authorities might present, including the Foreign Affairs Ministry, General Registry Office, Civil Associations and Foundations, having the right to propose alternative texts and appeal the resolutions of these organizations.
4. Designation of Two Shareholders for Signing the Minutes
It was unanimously decided to designate Sebastián Bellagamba, in representation of CABASE, and Marcelo Ibáñez, in representation of ENTEL S.A. (Bolivia), to sign the minutes.
The session finished at 10.15 a.m.