RFC2135 - Internet Society By-Laws

Network Working Group ISOC Board of Trustees
Request for Comments: 2135 ISOC
Category: Informational April 1997
Internet Society By-Laws
Status of this Memo
This memo provides information for the Internet community. This memo
does not specify an Internet standard of any kind. Distribution of
this memo is unlimited.
Abstract
These are the by-laws of the Internet Society, as amended, as of June
1996. They are published for the information of the IETF community
at the request of the poisson working group. Please refer to the ISOC
web page (www.isoc.org) for the current version of the by-laws.
1. Internet Society By-Laws
ARTICLE I - OfficeS
Section 1.
The principal office of The Internet Society shall be in the Area
of Metropolitan Washington, D.C., U.S.A.
Section 2.
The Society may also have offices at sUCh other places as the
Board of Trustees may from time to time determine or the affairs
of the Society may require.
ARTICLE II - BOARD OF TRUSTEES
Section 1.
The Board of Trustees of the Society shall consist of not more
than twenty Trustees unless and until such number is changed by
action of the Board of Trustees. Each Trustee appointed or elected
shall hold office for a term of three years, except when some
shorter term is specified by the Board of Trustees with respect to
the appointment or election of a particular Trustee. Only Regular
Individual Members of the Society shall be eligible to serve on
the Board of Trustees.
Section 2.
The Board of Trustees is authorised from time to time, to make
arrangements for the election of voting Trustees by the Regular
Individual Members of the Society (as defined in Article VI,
Section 3, Clause (1), of these By-Laws), such that the total
number of Trustees shall not exceed twenty.
The President shall serve ex-officio as a non-voting Trustee.
With the exception of the President, all Trustees shall be elected
by the Regular Individual Members of the Society or shall be
appointed by the Board to fill a vacancy which arises because an
elected Trustee has ceased to serve.
Any vacancy which arises because an elected or appointed Trustee
has ceased to serve may be fill by appointment by the Board until
a new Trustee is elected to fill this position for the remainder
of the term, in an election of Trustees by the Regular Individual
Members of the Society.
All Trustees appointed by the Board shall be by the affirmative
vote of at least four-fifths of the members of the Board of
Trustees then in office.
The Board shall seek to among the Trustees representative
individuals from industry, from educational and nonprofit
organisations and from government. The Board may also make such
arrangements as it deems appropriate for the terms of Trustees to
be staggered. A Trustee may serve additional terms provided that
the number of successive terms shall not exceed two, except that
service as an appointed Trustee prior to July 1995 shall not be
counted in this computation.
Section 3.
All actions taken by the Board pursuant to Sections 1 and 2 of
this Article II shall require the affirmative vote of at least
four-fifths of the members of the Board of Trustees then in
office.
Section 4.
The Trustees shall not receive any compensation (apart from
reimbursement of eXPenses) for their services as Trustees, but
this shall not preclude reasonable compensation for services
rendered to the Society by a Trustee in some other capacity.
Section 5.
The affairs of the Society shall be directed by its Board of
Trustees. The President of the Society shall submit to the Board,
at least one month prior to the beginning of each fiscal year, a
budget for the Society"s coming fiscal year, for the Board"s
consideration and approval.
Section 6.
Meetings of the Board of Trustees shall be held at least annually
and at any place designated by the Board.
Section 7.
Special meetings of the Board of Trustees may be called at any
time by the Board, or by the Executive Committee if one be
constituted, or by vote at a meeting of the Board, or by the
Chairman, or by the President of the Society, or by a majority of
the members of the Board of Trustees then in office. Special
meetings may be held at such place or places as may be designated
from time to time by the Board; in the absence of such
designation, such meetings shall be held at such place or places
as may be designated in the call.
Section 8.
Notice of the place and time of each meeting of the Board shall be
served on each Trustee, by Internet mail or by oral, telegraphic
or other written notice, duly served on or sent or mailed to him
or her at least thirty days before the date of the meeting, except
that if a meeting is held pursuant to Section 9 of this Article
then seven calendar days notice shall suffice.
Section 9.
Any or all of the Trustees may participate in a meeting of the
Board of Trustees, or of a committee of the Board, by means of
conference telephone or by any means of electronic communication
by which all persons participating in the meeting are able to
communicate contemporaneously with one another, and such
participation shall constitute presence in person at the meeting.
Section 10.
At all meetings of the Board, a majority of the voting members of
the Board of Trustees then in office shall constitute a quorum for
the transaction of business and the act of the majority of the
Trustees present at any meeting at which a quorum is present shall
be the act of the Board. However, with respect to any action for
which, under the Society"s Articles of Incorporation or By-Laws, a
greater affirmative vote is expressly required, such express
provisions shall control; and it is to be noted that such
requirements are contained in Article 6 of the Articles of
Incorporation relating to amendment of the Articles of
Incorporation, and in these By-Laws in Article II, Sections 1, 2,
3 and 13, relating to certain actions by the Board of Trustees,
and in Article IV, Sections 1, 2, 3, 4 and 7, involving certain
provisions relating to officers, and in Article VII, Section 1,
relating to amendment of the By-Laws. If a quorum shall not be
present at any meeting of the Board, the Trustees present thereat
may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.
Section 11.
Any action required to be taken at a meeting of the Board of
Trustees, or any action which may be taken at a meeting of the
Board of Trustees, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be oBTained from
all of the Trustees; and such consent shall have the same force
and effect as a unanimous vote, and may be stated as such.
Section 12.
Actions of the Board of Trustees, whether taken at a meeting or
otherwise, shall be duly recorded in minutes and retained in the
Society"s records.
Section 13.
The Board of Trustees, by resolution adopted by the affirmative
vote of at least four-fifths of the members of the Board of
Trustees then in office, may designate three or more Trustees to
constitute an Executive Committee. The Executive Committee, to the
extent provided in such resolution, shall have and may exercise
all of the authority of the Board of Trustees in the management of
the affairs of the Society (except for those matters which, under
the Society"s Articles of Incorporation or By-Laws, expressly
require the affirmative vote of at least a majority, or more than
a majority, of the members of the Board of Trustees then in
office). The Executive Committee shall keep regular minutes of its
proceedings and shall report the same to the full Board when
required. The affirmative vote of a majority of the members of the
Board of Trustees then in office may terminate the Executive
Committee.
Section 14.
The Board of Trustees may establish such other Committees (other
than an Executive Committee) as it deems appropriate to facilitate
the activities of the Society, provided that no such Committee
shall take actions reserved to the Board of Trustees or to the
Executive Committee.
ARTICLE III - NOTICES
Section 1.
Whenever any notice whatever is required to be given, a waiver
thereof in writing by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.
Section 2.
Attendance of a Trustee at a meeting shall constitute a waiver of
notice of such meeting except where a Trustee attends a meeting
for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
Except as otherwise expressly required in the Society"s Articles
of Incorporation or By-Laws, neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the
Board of Trustees need be specified in the notice or waiver of
notice of such meeting.
ARTICLE IV - OFFICERS
Section 1.
The officers of the Society shall, at a minimum, consist of a
Chairman, a President, a Treasurer and a Secretary, Except for the
President, who shall be appointed as set forth in Section 4 below,
each officer shall be elected for a one-year renewable term by the
affirmative vote of at least a majority of the members of the
Board of Trustees then in office. The Chairman shall be selected
from among the members of the Board of Trustees who have been
elected by the Regular Individual Members of the Society. A person
shall not hold more than one office at a time.
Section 2.
Any vacancy in an officer position shall be filled by an
individual elected by the affirmative vote of at least a majority
of the members of the Board of Trustees then in office.
Section 3.
The Board of Trustees, by the affirmative vote of at least a
majority of the members of the Board of Trustees then in office,
may appoint such additional officers as it shall deem necessary.
Section 4.
The Chairman of the Society, with the approval of the affirmative
vote of at least a majority of the members of the Board of
Trustees then in office, shall have the authority to appoint the
President of the Society, who shall function as the Society"s
Chief Executive Officer and shall be responsible for the day-to-
day conduct of the Society"s activities. The President shall
perform his duties subject to the direction of the Board of
Trustees, and for such compensation and on other terms and
conditions as the Board of Trustees shall determine.
Section 5.
The President shall serve ex officio as a non-voting member of the
Board of Trustees.
Section 6.
The officers of the Society shall not receive any compensation
(apart from reimbursement of expenses) for their services as
officers, but this shall not preclude reasonable compensation for
services rendered to the Society by an officer in some other
capacity.
Section 7.
Except for the President of the Society, who shall be compensated
as determined by the Board of Trustees under Section 4 above, the
officers of the Society shall hold office until their respective
successors are chosen and qualify. Any officer of the Society may
be removed by the Board of Trustees, by the affirmative vote of at
least four-fifths of the members of the Board of Trustees then in
office, whenever in their judgment the best interests of the
Society will be served thereby. The President may be removed by
the vote of a majority of members of the Board of Trustees then in
office, and in accordance with the termination provisions of the
President"s employment contract.
Section 8.
Except for the President, whose duties shall be prescribed by the
Board of Trustees under Section 4 above and detailed in the
employment contract, the officers of the Society shall each have
such powers and duties as generally pertain to their respective
offices, as well as such powers and duties as from time to time
may be conferred by the Board of Trustees or by the President of
the Society.
Section 9.
Unless otherwise directed by the Board of Trustees, the Chairman
of the Society, or in the event of the Chairman"s inability to
act, such other officer as may be designated by the Board or by
the Chairman to act in the absence of the Chairman, shall have
full power and authority on behalf of the Society to attend and to
act and to vote at any meetings at which the Society may have a
right to vote. The Board or the Chairman from time to time may
confer like powers upon any other person or persons.
ARTICLE V - MEMBERS
Section 1.
The Society shall have two classes of members: Organizational
Members and Individual Members.
Section 2.
The Society shall have the following categories of Organizational
Members:
(1) Regular Organizational Members:
(a) Each organization which contributes to the Society a total
of at least $10,000 during the Society"s particular fiscal
year; or, for years subsequent to the first year, such other
amount as the Board of Trustees may specify for this class
of member.
(b) Each organization which is organized in the United States
of America as a non-profit organization or is similarly
organized in other countries, or is an agency of a national,
regional or local government, may be a Regular
Organizational Member of the Society at a 50% discount in
annual contribution.
(2) Start-up Members:
A newly-formed organization may, during the first three years
of its operation, be a member of the Society upon contributing
a total of at least $1,000 during the Society"s particular
fiscal year. The 50% discount does not apply to the Start-up
Member rate.
Section 3.
The Society shall have the following categories of Individual
Members:
(1) Regular Individual Members:
Each individual who contributes to the Society the sum of $35
during the Society"s particular fiscal year; or, for years
subsequent to the first year, such other amount as the Board of
Trustees may specify for this class of member.
(2) Student Members:
Each bona fide full-time student who contributes to the year;
or, for years subsequent to the first year, such other amount
as the Board of Trustees may specify for this class of member.
Student Members shall be non-voting members of the Society.
Section 4.
The Society shall have the following special member designations:
(1) Founding Members:
(a) Each for-profit organization which contributed to the
Society a total of at least $20,000 during the period ending
December 31, 1993, as long as such organization thereafter
continues to be a Regular Organizational Member of the Society.
(b) Each organization which was organized in the United States
of America as a non-profit organization or is similarly
organized in other countries, or is an agency of a national,
regional or local government, and contributes a total of at
least $10,000 during the period ending December 31, 1993, as
long as such organization thereafter continues to be a Regular
Organizational Member of the Society.
(2) Pioneer Members:
Each Regular Individual Member and each Student Member who
joined during the period June 1 - December 31, 1991, shall be
designated a Pioneer Member and shall retain that designation
so long as Individual Member status is maintained.
Section 5.
The Board of Trustees from time to time may establish additional
classes and categories of members.
Section 6.
The Society shall have such meetings of its members as the Board
of Trustees shall from time to time fix.
ARTICLE VI - MISCELLANEOUS
Section 1.
In the event of the dissolution of the Society, the assets of the
Society shall be distributed to a fund, foundation or corporation
organized and operated exclusively for the purposes specified in
Section 501(c)(3) of the U.S. Internal Revenue Code (or
corresponding section of any future U.S. Federal Tax Code.
Section 2.
The Chairman is authorized to establish an Advisory Council
consisting of a representative of each Founding Member and each
Regular Organizational Member of the Society.
Section 3.
The Society"s fiscal year shall be the calendar year. The
Society"s official monetary unit shall be the United States
dollar.
Section 4.
English shall be the official language of the Society.
Section 5.
The Society may maintain liaison with other professional societies
and similar organizations, wherever located, on activities which
further the objectives of the Society, on such terms as the Board
of Trustees may approve.
ARTICLE VII - AMENDMENTS
Section 1.
These By-Laws may be altered, amended, or repealed by the
affirmative vote of at least four-fifths of the members of the
Board of Trustees then in office, at any meeting of the Board if
notice of such proposed action be contained in the notice of such
meeting.
2. Security Considerations
Documents of this type do not directly impact the security of the
Internet infrastructure or its applications.
3. Author"s Address
Internet Society Board of Trustees
Internet Society
12020 Sunrise Vally Drive - Suite 210
Reston, VA
USA
phone: +1 703 648 9888
fax: +1 703 638 9887
email: isoc-trustees@isoc.org