Regulations

Board of the autonomous non-profit organization  ‘Coordination Center of the Internet national domain’
Approved by the decision of the Center’s Board dated 30 July 2001(Minutes No.1, it.1.1) 
Amended by the decision of the Center’s Board dated 28 August 2001 (Minutes No.3, it. 2.1) 
Amended by the decision of the Center’s Board dated 7 October 2004 (Minutes No.6, it.1.2) 
Amended by the decision of the Center’s Board dated 30 November 2005 (Minutes No.9, it.6) 
Amended by the decision of the Center’s Board dated 5 May 2009 (Minutes No.6, it.1)
Amended by the decision of the Center’s Board dated 17 August 2011 (Minutes No. 2011-13 dated 25.08.2011)

  • Article 1. General
  • Article 2. Terms of reference of the Center’s Board  
  • Article 3. Chairperson of the Center’s Board  
  • Article 4. Members of the Center’s Board  
  • Article 5. Representative of the Russian Federation Communications Administration
  • Article 6. Board’s Secretary
  • Article 7. Board session convocation procedure
  • Article 8. Session procedure
  • Article 9. Voting procedure
  • Article 10. Procedure of decision-taking by absentee voting
  • Article 11. Minutes of the Board’s session
  • Article 12. Board’s distribution list
  • Article 13. Appointment of the Center’s Director
  • Article 14. Center’s committees
  • Article 15. Conflict of interests
  • Article 16. Approval and amendment of the Regulations

The Board of the autonomous non-profit organization ‘Coordination Center of the Internet national domain’ (further referred to as the Center) is the Center’s supreme collegial management body.

1. General

1.1 The present Regulations of the Board of the autonomous non-profit organization ‘Coordination Center of the Internet national domain’ were developed in accordance with the Civil Code of the Russian Federation, Federal Law ‘On non-profit organizations’ and the Charter of the autonomous non-profit organization ‘Coordination Center of the Internet national domain’ (further referred to as the Center).
1.2 The present Regulations are an internal document of the Center that determines the Center’s composition, procedure to convene and hold sessions, procedure of voting on the agenda items and other issues. 
1.3 The Board is the Center’s supreme collegial management body.
1.4 The procedure of forming the Board is specified in the Regulations on forming the Board of the autonomous non-profit organization ‘Coordination Center of the Internet national domain’ approved by the Center’s Board on September 25, 2008, Minutes No.8, item 2.4., amended by decision of the Board №2011-13/69, Minutes No. 2011-13 dated 25.08.2011.

2. Terms of reference of the Center’s Board

2.1 The Board’s exclusive terms of reference include the following: 
(1) reorganization and liquidation of the Center; 
(2) introduction of amendments into the Center’s Charter; 
(3) procedure of forming the Board’s composition; 
(4) appointment of the Director and early termination of his/her authority; 
(5) determination of priorities in the Center’s activities and principles of creating and using its property; 
(6) approval of regulatory documents on the issues pertaining to the subject of the Center’s activities; 
(7) approval of the Center’s budget (financial plan) and introduction of changes into it; 
(8) approval of the annual report, including the report on the execution of the Center’s budget (financial plan); 
(9) approval of the Director’s decisions on the appointment of his/her Deputies and the Chief Accountant; 
(10) appointment of the Center’s Auditor, as well as election of the Board of Auditors and appointment of its chairperson or appointment of the Controller; 
(11) establishment of the Center’s branches and representation offices; 
(12) taking decisions on participation in other organizations. 
2.2 The Board’s terms of reference may also include other issues provided for by the Center’s Charter and the present Regulations.

3. Chairperson of the Center’s Board

3.1 The Board’s activities are directed by its Chairperson elected from the Board members for the period of one calendar year.
3.2 Chairperson: 
(1) organizes the Board’s work; 
(2) convenes the Board’s sessions; 
(3) determines the form for holding the Board’s sessions; 
(4) determines the agenda of the Board’s session; 
(5) determines the list of persons invited to participate in the Board’s session;
(6) organizes the Board’s absentee votes; 
(7) makes sure the minutes are kept at the Board’s sessions and signs these minutes; 
(8) chairs the Board’s sessions; 
(9) on behalf of the Board organizes control to ensure the implementation of the Board’s decisions; 
(10) makes sure the requirements of the Russian legislation, the Center’s Charter, the present Regulations and other internal documents of the Center are met during the Board’s sessions. 
3.3 On behalf of the Center the Chairperson of the Board signs the employment agreement with the Director of the Center.
3.4 In case the Chairperson of the Board is absent from the session his/her functions are performed by the person elected from the Board members by the majority of the votes of the Board members participating in the session before starting the review of the agenda items.

4. Members of the Center’s Board

4.1 Within the Board’s terms of reference Board members are entitled to: 
(1) receive information about the Center’s activities, familiarize with all the constituent, regulatory, contractual and other documents of the Center in accordance with the legislation of the Russian Federation and the internal documents of the Center;
(2) introduce items into the agenda of the Board’s sessions in the duly established procedure; 
(3) demand that the Board session be convened; 
(4) exercise other rights provided for by the legislation of the Russian Federation, the Center’s Charter, the present Regulations and other internal documents of the Center
4.2 Board members personally participate in its work. 
4.3 Board members may get compensation for the expenses directly related to their participation in the Board’s work. The compensation is made upon the presentation of the documents on the expenses incurred.
4.4 A Board member cannot use the information whereto he is authorized to access by the Center owing to the authority of a Board member in order to receive financial or any other benefit and advantage. The details within the framework of the present Regulations are, including, but not limited to: databases, domain registries, staffers’ personal dossiers, research results, priority areas of the Center’s activity, development plans, strategic plans, technical, financial and other information.
4.5 Within 15 (fifteen) days since starting execution of his/her authorities, but not later than the date of conduct of the first Board session since starting execution of authorities, a Board member has to sign an obligation of nondisclosure of the information received by him/her while executing his/her authorities as a Board member, which provides, inter alia, the legal consequences of breech of such an obligation.

5. Representative of the Russian Federation Communications Administration

5.1 The Board includes the authorized representative of the Russian Federation Communications Administration. 
5.2 To participate in the Board’s activities the authorized representative of the Russian Federation Communications Administration submits to the Center a letter of attorney or another document issued by the Head of the Communications Administration and confirming the authority of this representative.
5.3 The seat of the Communications Administration representative is taken into account in the numerical composition of the Board in order to determine the quorum and the voting results even if this seat is vacant as of the time of voting.
5.4 With regard to the issues reviewed by the Board the representative of the Russian Federation Communications Administration may exercise the right of veto. The use of the right of veto entails the suspension of the relevant decision of the Board until another decision is taken on the respective issue.
Once the Communications Administration representative has put a veto upon the decision which had been taken by the qualified majority (at least two thirds) of votes of the Board members participating in the session, in order to develop the final decision on the respective issue the Board is entitled to address to the government bodies for clarification regarding the veto.

6. Board’s Secretary

6.1 On the instructions of the Board Chairperson technical support to the Board’s activities (information, keeping the minutes, secretary functions) is provided by the Secretary of the Board.
6.2 The Board’s Secretary is appointed by the Director of the Center from the Center’s staffers. 
6.3 The Secretary: 
(1) makes and submits the draft agenda of the session to the Board Chairperson in accordance with the proposals coming from the Board members and the Director of the Center; 
(2) provides preparation and dissemination of the materials required for holding the Board session; 
(3) participates in arranging proper notification of the Board members about the conduct of the sessions;
(4) participates in the preparation and conduct of the Board session within his/her terms of references and in compliance with the requirements of the Charter and internal documents of the Center;
(5) keeps the minutes of the Board session; 
(6) organizes distribution of the Board session draft minutes and reconciliation of the draft minutes with the Board members;
(7) distributes documents approved by the Board of the Center; 
(8) performs other functions provided for by the effective legislation of the Russian Federation, the Charter and the internal documents of the Center.

7. Board session convocation procedure

7.1 The Board holds its sessions on an as-needed basis, but at least once in three months. 
7.2 The Board session draft agenda is made on the basis of proposals from the Board members, as well as the Center’s Director.
7.3 Proposals on the agenda of a scheduled session along with the drafts of the proposed decisions are sent to the Board Chairperson not later than 15 (fifteen) days in advance before the scheduled session date.
7.4 The Board Chairperson notifies the Board members about the conduct of the scheduled Board session not later than 10 (ten) days in advance before the session date.
7.5 The notice on convening the Board session shall contain: 
(1) proposals for the session agenda; 
(2) information (materials) on the items of the session agenda; 
(3) proposals on the date, form of the session (actual presence or absentee voting), time and place of the session; 
(4) draft decisions on the session agenda items; 
7.6 Extraordinary sessions of the Board may be convened at the initiative of no less than three Board members or the Center’s Director by sending the demand on convocation to the Board Chairperson. Extraordinary sessions may also be convened at the initiative of the Board Chairperson.
7.7 An extraordinary session is held not later than 10 (ten) days after the Board Chairperson has received the demand on convening the extraordinary session of the Board. By agreement with the initiators of the extraordinary session, or upon decision of the Board Chairperson, this period may be extended.
7.8 The demand on convening the extraordinary session of the Board shall contain: 
(1) proposals on the extraordinary session agenda; 
(2) information (materials) on the items of the session agenda; 
(3) proposals on the date, form of the session (actual presence or absentee voting), time and place of the session;         
(4) draft decisions on the session agenda items. 
7.9 The Board Chairperson notifies the Board members about the place and time of the session not later than 5 (five) days before the session date.

8. Session procedure

8.1 The Board session is opened by the Chairperson of the Board or, if the latter is absent, by the Board member elected as per item 3.4 of the present Regulations.
8.2 The Board session is considered legally valid if more than half of the Board’s elected members participate in the session.
8.3 The Secretary of the Board determines whether quorum is secured for holding the session. 
8.4 The Center’s Director and his/her Deputies participate in the sessions of the Board without the right to vote. 
8.5 The Board session is conducted by the Chairperson of the Board or, if the latter is absent, by the Board member chairing the session.
8.6 The Board session is held according to the agenda determined in the notice on the conduct of the session. 
8.7 The procedure of reviewing the agenda items is determined by the Chairperson or the member of the Board chairing the session, but may be changed by the decision taken by the majority of the votes of the Board members participating in the session.
8.8 In exceptional cases additional items may be introduced into the agenda while it is being approved as proposed by no less than three Board members, as well as the Board Chairperson and the Center’s Director. The decision on including additional items into the agenda of the Board session is taken by the qualified majority of not less than two thirds of the votes from the total number of the votes of the Board members participating in the session.
8.9 When individual items of the agenda are reviewed persons invited by the members of the Board or by the Center’s Director may be present at the session. Upon demand of any Board member the question on participation of invited persons is put to vote. The decision on participation of the invited persons is taken by the majority of the votes of the Board members participating the session. Prior to the start of reviewing the agenda items the invited persons are obligated to sign an obligation of nondisclosure of the information received in the course of participation in the session, including the Board’s decisions and voting results
8.10 Once a Board member is unable to participate in the actual presence session, but has provided his/her opinion on agenda items, the Board Chairperson is obligated to notify the Board thereof prior to the start of reviewing items and takes into account the opinion of the absent Board member according to the procedure established in the item 9.5 of the present Regulations.

9. Voting procedure

9.1 All the decisions of the Board on the agenda items are taken by open vote, except for voting on the election of new Board members. The procedure of voting on the election of new Board members is established by the Regulations on forming the Board.
9.2 The decision is considered taken if the majority of the elected members of the Board voted for it accordingly, unless otherwise stated by the Center’s Charter and the present Regulations.
9.3 The Board’s decision on issues not included into the draft agenda may only be taken after the additional item has been introduced into the agenda (item 8.8 of the present Regulations). In the remaining cases decisions on the procedural issues are taken by a simple majority of the Board members participating in the session.
9.4 The decision on the approval of amendments of and additions to the Center’s Charter, reorganization or liquidation of the Center is taken by the majority of not less than two thirds of the elected members of the Board. The issues mentioned in the present item cannot be brought to the Board’s absentee voting
9.5 In determining the results of voting on the agenda items opinions of the Board members absent from the session are taken into account on condition that: 
(1) the opinion of the Board member is expressed in writing and signed by this member personally and submitted to the Board Chairperson and the Center’s Director or the opinion of the Board member is expressed in an electronic mail sent to the Board Chairperson and the Center’s Director from the address connected to the distribution list. The Board member’s opinion shall be submitted to the Board Chairperson and the Center’s Director not later than 1 (one) day prior to the data of actual presence session; 
(2) the notification of inability to participate in the Board session is sent to the distribution list not later than 1 (one) day prior to the data of actual presence session. 
9.6 In reviewing an item of the Board session agenda on which there are more than two draft decisions, voting may be made in several rounds. In this case each member of the Board votes for one of the drafts (or against all the drafts) in each round. 
If none of the drafts has received the necessary number of votes for taking a decision as a result of the round, the draft that collected the least number of votes is removed from vote and the next round is held.
If none of the remaining drafts has received the necessary number of votes for taking a decision in the last round, it is deemed that the decision was not taken. 
9.7 The Board’s decisions are mandatory for the Director and other bodies of the Center.

10. Procedure of decision-taking by absentee voting

10.1 At the initiative of the person who sent the demand on convening an extraordinary session of the Board the session may be changed by absentee voting with the use of the Board’s distribution list. In this case the quorum and the voting results are determined by the rules set for routine sessions.
10.2 Absentee voting is organized by the Board Chairperson or, on the instructions of the latter, by the Center’s Director. 
10.3 For the Board to take a decision by absentee voting the Board Chairperson (or, on the instructions of the latter, the Center’s Director) sends a notice about the absentee voting on the agenda items, draft decisions thereto and materials on the issues included into the agenda to each member of the Board according to the Board’s distribution list.
10.4 Members of the Board shall, within 7 (seven) working days after the sending of the notice on absentee voting, express their opinions on the agenda items by sending a message to the Board’s distribution list. By the decision of the Board Chairperson the voting period may be extended, of which the Chairperson notifies the Board members in the notice on the absentee voting.
10.5 Based on the received messages of the Board members the Secretary of the Board finalizes the absentee voting record in the procedure prescribed by the article 11 of the present Regulations.

11. Minutes of the Board’s session

11.1 The minutes at the Board session are kept by the Secretary of the Board. 
11.2. The minutes of the Board’s session shall indicate the following: 
(1) full firm name of the Center; 
(2) form in which the Board session is held; 
(3) place and time of the Board session; 
(4) members of the Board present at the session or participating in absentee voting, as well as the invited persons; 
(5) information on whether the quorum of the Board session is secured; 
(6) agenda of the Board session (absentee voting); 
(7) issues put to vote and the respective voting  results; 
(8) decisions taken. 
11.3 The minutes of the Board session (absentee voting) including the voting results and the decisions taken are signed by the Chairperson of the Board or, if the latter is absent, by the Board member chairing the session, as well as by the Secretary of the Board.
11.4 The minutes of the Board session (absentee voting) shall be sent out to the Board members within 5 (five) days after holding the session according to the Board’s distribution list.
11.5 The minutes of the Board session (absentee voting) are stored in the location of the Center’s executive body as permanent storage documents.
11.6 The minutes of the Board sessions (absentee voting) shall be accessible for familiarization to any member of the Board, member of the Board of Auditors or the Auditor, Controller, Director of the Center and other persons defined by the effective legislation of the Russian Federation.
11.7 The minutes of the Board session (absentee voting) or its individual decisions may be published on the web-server of the Center if there are no objections against such publication on the part of the Board members expressed via the Distribution List or in the course of the Board session (during the absentee voting).
Prior to the official publication of the minutes (decisions) of the Board session (absentee voting), the Board members and the Center’s Director are not entitled to publicly comment upon the decisions of the Board without consent of the Board Chairperson.

12. Board’s distribution list

12.1 To provide the possibility of collective work by correspondence with the use of E-mail the Board E-mail Distribution List is created. The electronic address of the Distribution List is council@cctld.ru.
12.2 Members of the Distribution List are members of the Board, Secretary of the Board, Director of the Board, his/her Deputies, as well as other persons included into such a list agreed with the Board Chairperson.
12.3 The following is done via the Distribution List: 
(1) all notices and notifications addressed to the Board members and the Administration of the Center provided for by the present Regulations are sent out;
(2) absentee voting is held in accordance with the procedure provided for by the present Regulations; 
(3) issues pertaining to the Center’s activities are discussed. 
12.4 Messages in the Board’s Distribution List constitute confidential information which cannot be transferred to third parties without the express consent of the Board Chairperson and the author of the message. Access to the archive of the distribution list is granted to all the participants of the Board’s distribution list.

13. Appointment of the Center’s Director

13.1 The Board shall review the appointment of the Center’s Director: 
(1) three months prior to the expiration of authority of the current Director of the Center; 
(2) simultaneously with the decision on the early termination of the Director’s office; 
(3) after the current Director of the Center has tendered his/her resignation. 
13.2 The right to nominate candidates to the position of the Center’s Director belongs to the Board members. Candidates to the position of the Center’s Director present a questionnaire to the Board (in the form prescribed for the Center personnel).
13.3 The decision on the appointment of the Center’s Director is taken by the majority of the votes of the Board members attending the session. If necessary, the Board determines the composition of the Commission for reconciling the terms of the employment agreement with the newly appointed Director. The final text of the employment agreement with the Director is subject to approval by the Board. The employment agreement with the Director is signed by the Chairperson of the Board on behalf of the Center.
13.4 One of the Center’s Vice Directors exercises the duties of the Center’s Directors for the period of his/her absence or disability.

14. Center’s committees

14.1 Committees (permanent Working Groups) of the Center are established to attain the goals set by the Charter of the Center. 
14.2 The Center’s committees are established and abolished by the Board’s decisions. The proposal to establish or abolish the committee (permanent Working Group) is brought to the Board’s review at the initiative of the Board Chairperson or the Center’s Director.
14.3 The Board’s decision on the establishment of a committee shall contain the name of the committee, define the subject of activities, composition of participants (physical persons and/or legal entities) and the authorized person responsible for the work of the committee.
14.4 The Board takes a decision on abolishing  (reorganizing) the committee: 
(1) after attaining the objective for which such committee (working group) was created; 
(2) when a decision is taken on the redistribution of subject fields of the committees; 
(3) if the committee has not been functioning properly for six months.

15. Conflict of interests

15.1 The Board members are persons interested in taking decisions by the Board, in performance of certain actions by the Center, including transactions with other organizations and citizens (or in respect of organizations and citizens), once they are in employment relationship with those organizations and citizens, are participants or lenders of those organizations, are close relatives or lenders of those citizens. The Board members are persons interested in taking decisions by the Board, in performance of certain actions by the Center, including transactions with other organizations and citizens (or in respect of organizations and citizens), once they constitute a single group of persons with such citizens and organizations on the grounds provided in item 1 of article 9 of the Federal law No 135 ‘On Protection of Competition’.
15.2 The Board members interested in taking decisions by the Center and/or performance of transactions and other actions by the Center are obligated to follow interests of the Center in respect of its activity and to not allow to use the Center’s property, proprietary and non-property rights, information on activity and plans, as well as on documents drafted by the Center to execute its functions and other Center’s resources, including those of business, for other purposes than those specified by the Center’s Charter.
15.3 The Board members interested in taking decisions by the Center and/or performance of transactions and other actions by the Center are liable to the Center in the amount of disadvantage caused by them to the Center. Once the disadvantage is caused by several interested persons, their liability shall be joint.
15.4 The Board member is obligated to notify the Board Chairperson of his interest:
(1) in taking decisions by the Center or the Center Board,
(2) in a transaction wherein the Center is or intends to be a party,
(3) in the case of other conflict of interests between the mentioned person and the Center in respect of existing or proposed transaction or actions.
The interested person’s notification:
- should be submitted by the Board member within 2 (two) workdays since the date he/she learned or had to learn about the draft decision, about the Center’s intent to enter an agreement or take other action, but not later than the date of statement of decision on a vote of the Board.
- should include an indication on all the facts related to his/her interest.
15.5 Within 5 (five) workdays since the date of receipt of notification from the interested person, the Board Chairperson submits to the Board:
- notification of necessity to approve the transaction or actions by conduct of actual presence session or absentee voting;
- information provided by the interested person in compliance with the item 15.4 of the present Regulations;
- draft decision of the Board.
15.6 An approval of transaction or actions, wherein an interest has occurred, is carried out by the Board via voting (actual presence or absentee voting) in order established in the present Regulations, the interested Board members being unable to participate in voting on approval of such transactions or actions.
15.7 The Board’s decision on approval of transaction or actions, wherein an interest has occurred, is considered accepted once it has been voted for by the majority of Board members voting.

16. Approval and amendment of the Regulations

16.1 The Regulations are approved by the Board. The decision on its approval is taken by the qualified majority of the votes (at least two thirds) of the members of the Board attending the session.
16.2 Proposals on introducing amendments and/or additions into the Regulations are made in the procedure set for introducing proposals into the agenda of the Board session.
16.3 The decision on the amendment of and/or addition to the Regulations shall be taken by the qualified majority of the votes (at least two thirds) of the members of the Board attending the session.