Internet Info 1997 December/Internet_Info_CD-ROM_Walnut_Creek_December_1997.iso/isoc/basic_docs/bylaws-old.dec95.txt

Text File | 1995-08-23 | 19KB | 494 lines

Aug 1995

      INTERNET SOCIETY BY - LAWS
               as amended

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
(excluding any non-voting Trustees) unless and
until such number is changed by action of the Board
of Trustees. The persons designated in the Articles
of Incorporation as the initial Trustees shall hold
office until such time as their respective
successors are appointed or elected and qualify.
Each Trustee appointed or elected thereafter 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 orelection
of a particular Trustee. Only Regular Individual
Members of the Society shall be eligible to serve
on the Board of Trustees.

[Res. 95-03, approved at Jun 95 Board meeting,
deleted phrase pertaining to the initial period
of operations.]

   Section 2.  The Board of Trustees is authorized,
from time to time, to appoint, or to make
arrangements for the election of, 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 be not in excess of twenty
(excluding any non-voting Trustees). Each of the
Charter Members of the Society (as specified in
Article VI, Section 2, of these By-Laws) shall at
all times have a right to designate one Trustee who
shall thereupon be appointed by the Board; with
this exception, any vacancy which arises because a
Trustee has ceased to serve may be filled for the
remainder of the unexpired term. 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 have among the Trustees representative
individuals from industry, from educational and
nonprofit organizations and from government. The
Board may also make such arrangements as it deems
appropriate for the terms of the Trustees to be
staggered, including the terms of the Initial
Trustees. A Trustee may serve additional terms
provided that the number of successive terms shall
not exceed two, except that service as a Trustee
during the Initial Period of Operations shall not
be counted in this computation, except that service
as an appointed trustee prior to July 1995 shall
not be counted in this computation.

[Res. 95-03, approved at Jun 95 Board meeting,
added phrase regarding service as an appointed
trustee.]


   Section 3.  All actions taken by the Board
pursuant to Sections 1 and 2 of this Article III
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
President of the Society, or by the Executive
Director 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 members of the Board of Trustees
then in office (including any ex officio Trustees)
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 III, Sections 1,
2, 3 and 13, relating to certain actions by the
Board of Trustees, and in Article V, Sections 1, 2,
3, 4 and 7, involving certain provisions relating
to officers and to the Executive Director, and in
Article VI, Section 2 (1)(c) relating to Charter
Members, and in Article VIII, 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.

[Res. 95-03, approved at Jun 95 Board meeting,
deleted Art. II pertaining to the initial period
of operations, and redesignated succeeding
Articles.]


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 President, a Treasurer and a
Secretary. 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 President 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 the same time.

[Res. 95-03, approved at Jun 95 Board meeting,
removed reference to exception and initial period
of operationa, and redesignated as section 1.]

   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.

[Res. 95-03, approved at Jun 95 Board meeting,
deleted provisions except those shown, and redesignated
as section 2.]

   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 President 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 authority to appoint an
Executive Director of the Society, who shall be
responsible for the day-to-day conduct of the
Society's activities.

   Section 5.  The Executive Director of the Society,
if one is appointed, 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.  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.

   Section 8.  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 President of the Society, or
in the event of the President's inability to act,
such other officer as may be designated by the
Board or by the President to act in the absence of
the President, 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 President
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)  Charter Members: The following
    organizations:

        (a) Corporation for National Research
        Initiatives
        (b) Educom
        (c) RARE
        (d) Such additional non-profit
            organizations, not more than three
            in number, as may be approved as
            Charter Members by unanimous vote
            of the then-existing Charter Members
            and by the affirmative vote of at
            least four-fifths of the members of
            the Board of Trustees then in office.


   (2)  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.

   (3)  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.

[Res. 95-03, approved at Jun 95 Board meeting,
deleted sentence reading: "Founding Member status
is not available to an organisation which is a
Start-up Member." in (3)]

   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 $70 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 Society the
        sum of $25 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.
        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.

[Res. 95-03, approved at Jun 95 Board meeting,
made minor tense changes in (1)(a) and (b).]

   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.


Articles VI - Miscellaneous

   Section 1.  Funds contributed or advanced by the
Charter Members to establish and further the
activities of the Society shall be duly recorded
and shall be subject to reimbursement by the
Society if and when the financial situation of the
Society permits.  In the event of the dissolution
of the Society, any residual Society funds shall be
used to reimburse pro rata the Charter Members for
any such contributions and advances made but not
previously reimbursed.

However, if the named recipient is not then in
existence or is no longer a qualified  distributee,
or is unwilling or unable to accept the
distribution, then 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 Internal
Revenue Code (or  corresponding section of any
future Federal tax code). [Amendment adopted 5th
Meeting of the Board, June 1994.]


   Section 2.  The President 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.

[Res. 95-03, approved at Jun 95 Board meeting,
deleted two sections and renumbered]


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; provided,
however, that no amendment may be made which
adversely affects the rights of a Charter Member
without the unanimous consent of all then-existing
Charter Members.