rfc2135.txt

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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.



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      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.



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   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.





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   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.








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   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.