ARTICLE 2 - MEMBERSHIP

There are two categories of Members of IOPS: Primary Members and Associate Members. In addition, until 31 March 1999 the companies which founded IOPS will be designated "Founding Members." Except as explicitly stated in these Initial Operating Policies and Procedures (OP&P) with respect to Executive Committee membership, Founding Members have the same rights and privileges as Primary Members, and after 31 March 1999 Founding Members will become Primary Members. In these Initial OP&P, unless otherwise indicated, the term "Primary Member" includes Founding Member.

The Qualifications for Membership listed in Article 2.2 will be reviewed at least annually by the Executive Committee.

2.2 Qualifications for Membership

To become a Member of IOPS, an organization must be willing to state publicly that it has a commitment to support the Charter of IOPS and must meet the criteria listed below for the respective class of membership.

2.2.1 Primary Member

To be a Primary Member of IOPS, an organization must meet all of the following:

1. provide commercial Internet access and/or commercial Internet transport services to the public;

2. announce routes at public peering points (i.e., interconnections) to other ISPs (Internet service providers);

3. have a network operations center which is professionally staffed 24 hours per day, 365 days per year, in order to ensure prompt and effective responsiveness to Internet problems;

4. as a guideline, participate, on a continuing basis, in at least one IOPS technical working group or other IOPS technical activity. This technical contribution is in addition to the Member's participation in the management or administration of IOPS; and

5. participate in the preliminary testing of at least some of the technical solutions under consideration by IOPS.

2.2.2 Associate Member

To be an Associate Member of IOPS, an organization must meet all of the following:

1. provide commercial or not-for-profit Internet access or transport services;

2. announce routes at public peering points to other ISPs; and

3. have, or utilize, a professionally staffed network operations center.

1. Application for membership shall be addressed to the IOPS Executive Director and shall include the required acceptance of these OP&P, documentation pertaining to the applicant's Internet services, and certification that the applicant meets the qualifications of Article 2.2. The application may be approved by the Executive Director or may be referred by the Executive Director to the Executive Committee for review. Membership shall be effective as of the date on a letter of notification sent by the Executive Director. If approved as meeting the criteria for membership, the applicant shall be liable for one year's annual dues, pro-rated from the effective date of membership, for the balance of the membership year (which ends on 31 March), except that an applicant which is approved for membership within two months of the end of the membership year shall, in addition, be billed for the following membership year.

2. A Member may request a change in its membership status by written application to the Executive Director. If accepted for Primary membership, an Associate Member shall be liable for the difference between Primary and Associate membership dues, pro-rated for the balance of the membership year. A Primary Member may elect to change its status only effective at the beginning of the next membership year.

3. If an ISP organization which is a Member of IOPS is acquired by or merges or consolidates with another ISP organization which is also a Member of IOPS, and if each of the two ISPs individually continues to meet the qualifications for membership specified in Article 2.2, then each of the two may continue to maintain its IOPS membership.

1. Each Member shall be required to pay annual dues according to schedules from time to time prescribed by the Executive Committee.

2. From time to time special services or special projects may be authorized by the Executive Committee for which a special assessment will be made. A Member must explicitly agree to receive the special services or to participate in the special project, before that Member will be held liable for payment of the special assessment. The Executive Committee may not commit funds to a special service or project until it has agreements from Members sufficient to fund the service or project.

Each Member shall agree to be bound by the IOPS Charter and OP&P, and all amendments thereto, as a condition of continued membership in IOPS. Any Member not wishing to be bound by these OP&P may resign from IOPS. A Member which resigns shall not be entitled to a refund of any dues or special assessments theretofore paid.

2.6 Rights and Privileges of Membership

1. A Primary Member shall be entitled to:
   • be elected to the Executive Committee
   • cast one vote (non-cumulative) in the election of each Executive Committee position to be filled, excluding the Associates' representatives<
   • chair a working group
   • participate in working groups and any other IOPS activity
   • receive direct notification about technical results and solutions developed by IOPS
   • attend and vote at IOPS annual and special membership meetings.

2. An Associate Member shall be entitled to:
   • cast one vote (non-cumulative) in the election of each Associates' representative position to be filled on the Executive Committee
   • participate in working groups at the discretion of the working group chair, subject to appeal to the Executive Committee, and in other IOPS activities at the discretion of the Executive Committee
   • receive direct notification about technical results and solutions developed by IOPS
   • attend and vote at IOPS annual and special membership meetings, with each Associate Member's vote equal to 0.2 (20%) of a Primary Member's vote (consistent with the dues paid and the commitment of technical staff by Primary Members).

2.7 Resignation or Loss of Membership

Any Member may withdraw from membership in IOPS by tendering a written resignation to the Executive Director.

Any Member which is more than 60 days delinquent in the payment of dues or special assessments may be suspended or terminated by the Executive Committee as provided in Article 4.4. The Member shall be given written notice at least fifteen days before an Executive Committee vote is taken on such a matter.

A Member which, for a period of 120 days, no longer meets the qualifications for membership as stated in these OP&P, shall be suspended or terminated by the Executive Committee, as provided in Article 4.4 .

In case of resignation, suspension, or termination of membership, the Member shall be liable for payment of any outstanding unpaid dues and any special assessments the Member agreed to.

A Member which resigns or which is suspended or terminated for any reason shall not acquire any further rights or privileges of membership, except as otherwise expressly provided in separate written agreements; nor shall the Member be entitled to a refund of any dues or special assessments paid during membership.

A Member which is terminated may not be re-admitted to Membership for a period of at least one year unless a majority of all Executive Committee members votes to permit earlier re-admission.

2.8 Intellectual Property and Related Rights

1. Except as otherwise provided in a separate written agreement with the disclosing party, all written or oral information disclosed to IOPS or generated in the course of IOPS activities by any IOPS Member, including but not limited to contributions to the activities of any IOPS Working Group, shall be deemed of a non-confidential nature. A Member which wishes to disclose any information intended to be treated as "confidential information" (CI) must notify the Executive Director in writing and must describe the nature of the CI in non-confidential terms to intended recipients, so they can elect whether or not to receive the CI. Members which elect to receive the CI will sign an IOPS non-disclosure agreement; Members which elect not to receive the CI may be excluded from participating in the relevant IOPS activity. No rights or obligations under this section with respect to CI will be affected by the dissolution of IOPS, or by any Member's cessation of its membership.

2. (i) Unless otherwise provided in a separate written agreement, if an IOPS Member provides to IOPS a piece of proprietary hardware, software, firmware (and any upgrades to same) or other proprietary technology ("Proprietary Material") for evaluation and/or use in the course of IOPS activities, IOPS and any Member recipient shall have a royalty-free, non-exclusive right and license to use such Proprietary Material solely for purposes consistent with IOPS's Charter. Except as specified in Article 2.8(b)(ii), no other license to use, modify, copy, manufacture, sell, distribute, license or commercialize any Proprietary Material shall be implied from this paragraph.

   (ii) IOPS shall obtain, in advance, an agreement in writing from the owner of the Proprietary Material that in the event IOPS deems the Proprietary Material to be operationally useful for purposes consistent with IOPSıs charter, then the owner will make the Proprietary Material publicly available either without compensation or under reasonable rates, with reasonable terms and conditions.

3. All patents, patent applications, copyrights and other intellectual property rights or interests in information or technology created, discovered or otherwise generated by any IOPS Member outside IOPS or IOPS activities shall remain the property of the respective IOPS Member, and except as expressly provided herein, the intellectual property rights or interests therein shall not be affected in any way solely by participation in IOPS activities.

4. Although it is not the primary intention of IOPS to create intellectual property, from time to time the collaborative efforts of one or more of the participants may produce information or technology in an IOPS activity that may be patentable or subject to copyright claims or other rights ("Collective Work"). The Collective Work may be based on, or include, prior copyrighted work or patented inventions previously created ("Pre-existing Intellectual Property") by one or more Members and shared with IOPS for the purposes of advancing the Collective Work. Except as otherwise stated in the OP&P, an IOPS Member which asserts any proprietary claim in such Pre-existing Intellectual Property must inform the Executive Committee through the Executive Director promptly in writing of any such claim when it becomes aware of such claim. Before beginning work which may result in a Collective Work, IOPS shall make all reasonable efforts to obtain any necessary rights in any Pre-existing Intellectual Property; and, in addition, if an owner of the Pre-existing Intellectual Property is identified, shall obtain written assurance from the owner that IOPS may make the Collective Work publicly available either without compensation or under reasonable rates, with reasonable terms and conditions.

   That part of a Collective Work which represents intellectual property which is not Pre-existing Intellectual Property ("Created Property") shall be owned by IOPS, which shall grant any applicant, whether or not applicant is a Member of IOPS, a non-exclusive right and license, without compensation or under reasonable rates, to make, have made, use, copy, duplicate, and create derivative works of such Created Property .

5. Notwithstanding any other provision of the OP&P, and except as otherwise provided in a separate written agreement with the party or parties concerned, documents subject to copyright prepared by any IOPS Member in the course of any IOPS Working Group or other IOPS activity, and approved for release to the public as provided in the OP&P, shall be deemed held for the benefit of the Members of IOPS and an appropriate notice of copyright shall appear on any published version of the document. Unless otherwise provided in a separate written agreement, nothing in this section shall be construed as a transfer of a Member's copyright rights in preexisting works, even if portions of such preexisting works are included in IOPS documents.

6. IOPS may publish or publicly disseminate reports and other documents to promote its objectives and purposes as provided in the IOPS Charter and OP&P. Employees, contractors or agents of IOPS or of its Members or of its Secretariat may be cited as co-authors, where appropriate. Except when used to indicate the fact of IOPS membership, such as in a membership list, the name, trademark, tradenames, or logo of any IOPS Member may not be used in any IOPS document or materials without the prior written consent of the party concerned; this obligation shall survive resignation, termination, or cessation of business of any Member or the dissolution of IOPS.

7. Any information, hardware, software, firmware, or other technology made available by a Member to any other Member in the course of an IOPS activity shall, unless otherwise stated, be subject to a disclaimer parallel to that set forth in Article 3.5(b).

   
   

ARTICLE 3 - MEMBERSHIP MEETINGS

An Annual Meeting of the membership shall be held near the beginning of the membership year, currently 1 April. At each Annual Meeting, the Executive Director shall give a financial report, Members entitled to vote shall elect Executive Committee members, as specified in Article 4.2, and Members may transact such other business as may properly come before the meeting.

Additional regular meetings of the membership may be called by a decision of the Executive Committee.

A special meeting of the membership shall be called by a decision of the Executive Committee, upon the written request of a majority of the Executive Committee members, or upon the written request of at least 25%, weighted according to the voting rights specified in Article 2.6, of the Members entitled to vote at such a meeting. Such requests shall state the purpose(s) of the proposed meeting. Business transacted at any special meeting shall be limited to the purpose(s) stated in the written notice to the members of the special meeting. Special meetings may be conducted electronically, in a form determined by the Executive Committee.

Members entitled to vote at an IOPS meeting shall be those whose membership becomes effective prior to the date set for the meeting.

3.3 Notice

Written notice of the time and place of regular and special meetings shall be given to each Member at least twenty days, and not more than 60 days, prior to the meeting's scheduled date.

3.4 Quorum

Either (a) a majority of all Primary Members in good standing, or (b) 25%, weighted according to the voting rights specified in Article 2.6, of all Members (including, in either case, those participating by an electronic procedure approved by the Executive Committee) shall be necessary to constitute a quorum for the purpose of voting at any IOPS regular or special meeting.

3.5 IOPS Actions

1. Except for those powers delegated or reserved to the Executive Committee, any action characterized as an action of IOPS (other than actions taken by the Executive Committee), must be approved by the IOPS Members before the action becomes effective. Unless otherwise specified in these OP&P, any IOPS action requires an affirmative vote of a majority, weighted according to the voting rights specified in Article 2.6, of the Primary and Associate Members in attendance in person or electronically, in a form determined by the Executive Committee, at a meeting at which a quorum is present.

2. Materials published by IOPS, as appropriate, shall contain a notice substantially as follows:

   "IOPS makes no express or implied warranty as to any matter whatsoever, including the conditions of any prototype or experimental product or service, whether tangible or intangible, made or developed by IOPS in the course of its activities, including, without limitation, warranties of merchantability, or fitness for a particular purpose, of any product, service, or submission or the accuracy or completeness of any IOPS documentation prepared or released to the public."

   This provision shall survive resignation, expulsion, or cessation of business of any Member or dissolution of IOPS.

ARTICLE 4 - EXECUTIVE COMMITTEE

A "member" of the Executive Committee is defined as an organization which is a Member of IOPS, as distinguished from the individual who is the company's representative to the Executive Committee.

The activities of IOPS shall be managed by its Executive Committee which shall consist of no more than thirteen voting members, comprising at most eleven Primary Members and at most two Associate Members. The Executive Director of IOPS shall be a non-voting member of the Executive Committee. No Member shall be represented on the Executive Committee by more than one individual. Moreover, if the relationship between two Members is such that either one Member is in control of or acquires control of the other Member, or both Members are become controlled by the same legal entity, then at most one of the two Members can be represented on the Executive Committee. (However, until the 1999 Annual Meeting, Founding Members may, if they wish, continue to retain their Executive-Committee seats.)

If a Member which had been a member of the Executive Committee ceases to be a member because the Member merged or consolidated with another Member, then the Executive Committee may appoint the Member as a non-voting participant for the remainder of the memberıs term on the Executive Committee. A non-voting participant may attend and participate in all Executive Committee meetings but shall have no right to vote on any matter.

The initial Executive Committee, other than the Executive Director, shall comprise one representative from each of the Founding Members. The terms of these Executive Committee members are deemed to have begun on 7 May 1997 and shall continue at least until the 1999 Annual Meeting of the membership. Except as otherwise noted, the term of each elected Executive Committee member begins at the Annual Meeting of the membership in which the committee member is elected, and ends two years later, or until a successor has been elected.

4.2 Election of Executive Committee Members

Voting rights of Members are as specified in Article 2.6.

If there are eleven or fewer Primary Members, then all Primary Members shall be Executive Committee members. If there are more than twelve Primary Members, then the following procedures apply: At the 1998 Annual Meeting, Primary Members will vote for those Executive Committee Primary positions not filled by Founding Members. At the 1999 and subsequent, alternate-year Annual Meetings, the positions of the six Primary Executive Committee members which have served the longest will be subject to election by the Primary Members; if more than six members have served the longest, then the six seats subject to election will be drawn by lots from the members which have served the longest. At the 2000 and subsequent, alternate-year Annual meeting, these procedures apply, except that only five Primary positions will be filled.

If there are two or fewer Associate Members, then all Associate Members shall be Executive Committee members. If there are more than two Associate Members, and if two Associate-Member Executive Committee positions are to be filled, then the following procedures apply: The Associate Member receiving the largest number of votes will serve a two-year term, and the Associate Member receiving the next-largest number of votes will serve a one-year term. In case of a tie, the Executive Committee members which will serve the two-year and the one-year terms will be drawn by lots from the Associate Members which received the same number of votes.

4.3 Vacancies

Any vacancy in the Executive Committee may be filled for the unexpired portion of the term of the preceding member by a majority vote of all members of the Executive Committee.

4.4 Powers

The Executive Committee shall have power:

1. to direct the business and financial affairs and the technical agenda of IOPS except as otherwise provided by these OP&P

2. to designate an Executive Director, who will: manage day-to-day operations of IOPS: coordinate the activities among Members; arrange for the filing in a timely manner of all notifications necessary or proper for protection of IOPS and its Members and the Secretariat under the National Cooperative Research and Production Act of 1993; and inform the membership of any such filings

3. to establish working groups and approve their chairs

4. to vote with respect to approval of technical actions recommended by working groups

5. by two-thirds vote of all Executive Committee members, to suspend or terminate a Member if that Member fails to pay dues or special assessments, or fails to maintain IOPS membership qualifications, after due notification and the opportunity to cure the claimed delinquency

1. Regular meetings of the Executive Committee shall be held at least four times a year. At least five business days' written notice will be given prior to each such meeting.

2. A special meeting of the Executive Committee may be called by the Executive Director or by any five Members of the Executive Committee, provided at least seven business days' written notice is given. The purpose(s) of such a special meeting must be stated in the written notice, and business transacted at the special meeting shall be limited to that purpose(s).

3. Executive Committee meetings may be either in person or by conference calls.

Except as otherwise specified herein, a majority of all the members of the Executive Committee (excluding the Executive Director) shall be necessary to constitute a quorum for the transaction of business. The action of a majority of the members of the Executive Committee in attendance at any Executive Committee meeting at which a quorum is present either in person or electronically shall be the action of the Executive Committee, except as otherwise provided in these OP&P. A vote or other action of the Executive Committee may be executed by electronic mail, without a meeting. Written notice of such a vote or action shall be sent to all Executive Committee members.

A majority vote of all members of the Executive Committee (excluding the Executive Director) shall be necessary in matters pertaining to an expenditure of more than $10,000.

A majority vote of all members of the Executive Committee (excluding the Executive Director) shall be necessary in matters pertaining to the public dissemination of information (e.g., issuing a press release, or posting a document on the IOPS website).

4.7 Compensation

Members of the Executive Committee and individuals representing members (except for the Executive Director) shall receive no compensation or reimbursement of expenses from IOPS for their services on the Executive Committee.

ARTICLE 5 - SECRETARIAT

5.2 The Executive Committee shall ensure that the Secretariat shall agree to the following in its agreement with IOPS: The employees of the IOPS Secretariat shall not be considered the employees of IOPS nor of any of the Members. The Secretariat is solely responsible for payment of all Secretariat employees' salaries, unemployment, social security, withholding, and other payroll taxes. The Secretariat shall be solely responsible to provide to Secretariat employees any benefits including but not limited to health insurance coverage. The Secretariat shall comply with all applicable laws relating to workers' compensation, social security, unemployment insurance, health care, hours of labor, wages, and working conditions.

ARTICLE 6 - WORKING GROUPS

ARTICLE 7 - AMENDMENT

ARTICLE 8 - RELATIONSHIP OF PARTIES

No IOPS Member, nor the IOPS Secretariat shall have the authority to bind any of the other IOPS Members by contract or otherwise, or to make representations on behalf of any other Member, without such Member's express prior written consent and in accordance with these OP&P.

ARTICLE 9 - POLICY

• relating to prices, discounts, or other terms or conditions of sale, production volume, customers, products, or services;
• to refrain from purchasing any product or service (including any software, hardware or technology);
• to refrain from dealing with any provider;
• to prevent any person or entity from gaining lawful access to customers or providers; or
• to otherwise violate any state or Federal antitrust or competition law.

Furthermore, the activities of IOPS shall be conducted in full compliance with any applicable United States export control laws and regulations.

Any solution, specification or formulation developed or approved by IOPS in order to effectuate the purpose of IOPS shall be based solely upon considerations of technical and commercial feasibility and shall not be based upon any effort, intention, or purpose of any of its Members to reduce or eliminate competition in the sale, supply, and furnishing of products or services. To the extent IOPS develops or approves any solution, specification, or formulation which, if followed, would permit specific services to interoperate with other services or across networks, adherence to such solution, specification, or formulation shall be voluntary. No Member shall be required to accept or to comply with any solution, specification, or formulation either adopted, recognized or approved by IOPS.

ARTICLE 10 - DEFINITION

ARTICLE 11 - DISSOLUTION

ARTICLE 12 ­ CORPORATE BYLAWS