rfc2135.txt

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      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.




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   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:




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      (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.




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         (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.



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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: [phone]
           fax:   [phone]
           email: [e-mail]



























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