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Network Working Group                             ISOC Board of TrusteesRequest for Comments: 2135                                          ISOCCategory: Informational                                       April 1997Internet Society By-LawsStatus 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-LawsARTICLE I - OFFICESSection 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 TRUSTEESSection 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.ISOC                         Informational                      [Page 1]

RFC 2135                      ISOC By-Laws                    April 1997      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 Sections1 and2 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.ISOC                         Informational                      [Page 2]

RFC 2135                      ISOC By-Laws                    April 1997Section 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 toSection 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, Sections1,2,      3 and 13, relating to certain actions by the Board of Trustees,      and in Article IV, Sections1,2,3,4 and7, 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.ISOC                         Informational                      [Page 3]

RFC 2135                      ISOC By-Laws                    April 1997Section 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 - NOTICESSection 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.ISOC                         Informational                      [Page 4]

RFC 2135                      ISOC By-Laws                    April 1997Section 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 - OFFICERSSection 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 inSection 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.ISOC                         Informational                      [Page 5]

RFC 2135                      ISOC By-Laws                    April 1997Section 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 underSection 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 underSection 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 - MEMBERSSection 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:ISOC                         Informational                      [Page 6]

RFC 2135                      ISOC By-Laws                    April 1997      (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.ISOC                         Informational                      [Page 7]

RFC 2135                      ISOC By-Laws                    April 1997         (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 - MISCELLANEOUSSection 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 inSection 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.ISOC                         Informational                      [Page 8]

RFC 2135                      ISOC By-Laws                    April 1997ARTICLE VII - AMENDMENTSSection 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.orgISOC                         Informational                      [Page 9]