I suggest the following  by way of set up for the domain name administration
Company.  

1.	Name - I agree that the name should be  Australian Domain Name
Administration Limited ("ADNA" or "ADNAL");

2.	Objects -	The objects of the Company might be to:

          *Administer the allocation of domain names in Australia ensuring the
operation of a uniform addressing system, competition between domain name
administrators

          *to develop an approve policies for the administration of individual
domains and reducing and the management and efficient resolutions legal
disputes which may arise in relation to name allocation

It might also say that the company must e facilitate the creation of new
domains as "reasonably required" or "in relation to is no objection on the
basis of
unlawfulness" - it depends how wide we want to go. 

3.	I propose that the founding members be intiaa, ISOC-AU and at least three
other not for profit computer technology associated associations. I am not
fixed in any way on this suggestion except a company limited by guarantee must
have five original subscribers.  Our criteria for membership might  be that a
member must be a not for profit industry association with specific objects
dedicating it to the development and furtherance of the internet or an aspect
of the internet. If looking at then  objects of possible candidates they do
not qualify we could bring in some commercial subscribers: who might be
subscribers but non voting members.

4.	I propose that the board have eight original members one from each of
the organisations and up to three other nominees invited by the Board
Consider for example whether we might want to invite Robert Elz on to the
board even if he isnot a delegate from the relevant organisation.  Obviously
this would have to be handled carefully to make sure that there isn't a voting
block created by the additional nominees and the organisation delegate. I
suggest each director hold office for two years at which time they must be
reappointed by the nominating company or by the board. 

5.	Capital Structure -  Being a Company limited by guarantee there is no
capital to be owned. However the members of the association can be structured
in any way we desire.  I suggest that all voting memberships be granted only
to not for
profit industry association bodies meeting the criteria described above.
We might also create a second class of non voting member for anybody who
would like to be involved in the policies, meetings and functions of the
organisation for example a profit making domain name administrators.  They
would be entitled to receive notices, general meetings of the corporation
to participate in working parties but not to vote or to appoint board
members.  It might be that non voting members qualify for one of the three
non-membership board positions.

6.	Funding

I propose that the Company be empowered to fund its activities by any
reasonable means.  However the articles might anticipate that it will
charge a licence feeto domain name administrators based on the number of
domain names issued 

Phillips Fox is prepared to do this work on the basis that it will be paid by
the Company once it is in existence.  Once we have an idea of the description
of the Company and the working party should settle the details of that
arrangement.

___________________________________
Patrick Fair
Partner, Phillips Fox Lawyers
Sydney, Australia
pvf§sydney.PhillipsFox.com.au
ph 61 2 9286 8233 fax 61 2 92834144