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Note that other groups may also distribute 13 working documents as Internet-Drafts. 15 Internet-Drafts are draft documents valid for a maximum of six months 16 and may be updated, replaced, or obsoleted by other documents at any 17 time. It is inappropriate to use Internet-Drafts as reference 18 material or to cite them other than as ``work in progress.'' 20 To learn the current status of any Internet-Draft, please check the 21 ``1id- abstracts.txt'' listing contained in the Internet-Drafts 22 Shadow Directories on ftp.is.co.za (Africa), nic.nordu.net (Europe), 23 munnari.oz.au (Pacific Rim), 25 ds.internic.net (US East Coast), or ftp.isi.edu (US West Coast). 27 Abstract 28 These are the by-laws of the Internet Society, as amended, as of June 29 1996. They are published for the information of the IETF community 30 at the request of the poisson working group. Please refer to the 31 ISOC web page (www.isoc.org) for the current version of the by-laws. 33 1. Internet Society By-Laws 35 ARTICLE I - OFFICES 37 Section 1. 38 The principal office of The Internet Society shall be in the Area 39 of Metropolitan Washington, D.C., U.S.A. 41 Section 2. 42 The Society may also have offices at such other places as the 43 Board of Trustees may from time to time determine or the affairs 44 of the Society may require. 46 ARTICLE II - BOARD OF TRUSTEES 48 Section 1. 49 The Board of Trustees of the Society shall consist of not more 50 than twenty Trustees unless and until such number is changed by 51 action of the Board of Trustees. Each Trustee appointed or elected 52 shall hold office for a term of three years, except when some 53 shorter term is specified by the Board of Trustees with respect to 54 the appointment or election of a particular Trustee. Only Regular 55 Individual Members of the Society shall be eligible to serve on 56 the Board of Trustees. 58 Section 2. 59 The Board of Trustees is authorised from time to time, to make 60 arrangements for the election of voting Trustees by the Regular 61 Individual Members of the Society (as defined in Article VI, 62 Section 3, Clause (1), of these By-Laws), such that the total 63 number of Trustees shall not exceed twenty. 65 The President shall serve ex-officio as a non-voting Trustee. 67 With the exception of the President, all Trustees shall be elected 68 by the Regular Individual Members of the Society or shall be 69 appointed by the Board to fill a vacancy which arises because an 70 elected Trustee has ceased to serve. 72 Any vacancy which arises because an elected or appointed Trustee 73 has ceased to serve may be fill by appointment by the Board until 74 a new Trustee is elected to fill this position for the remainder 75 of the term, in an election of Trustees by the Regular Individual 76 Members of the Society. 78 All Trustees appointed by the Board shall be by the affirmative 79 vote of at least four-fifths of the members of the Board of 80 Trustees then in office. 82 The Board shall seek to among the Trustees representative 83 individuals from industry, from educational and nonprofit 84 organisations and from government. The Board may also make such 85 arrangements as it deems appropriate for the terms of Trustees to 86 be staggered. A Trustee may serve additional terms provided that 87 the number of successive terms shall not exceed two, except that 88 service as an appointed Trustee prior to July 1995 shall not be 89 counted in this computation. 91 Section 3. 92 All actions taken by the Board pursuant to Sections 1 and 2 of 93 this Article II shall require the affirmative vote of at least 94 four-fifths of the members of the Board of Trustees then in 95 office. 97 Section 4. 99 The Trustees shall not receive any compensation (apart from 100 reimbursement of expenses) for their services as Trustees, but 101 this shall not preclude reasonable compensation for services 102 rendered to the Society by a Trustee in some other capacity. 104 Section 5. 105 The affairs of the Society shall be directed by its Board of 106 Trustees. The President of the Society shall submit to the Board, 107 at least one month prior to the beginning of each fiscal year, a 108 budget for the Society's coming fiscal year, for the Board's 109 consideration and approval. 111 Section 6. 112 Meetings of the Board of Trustees shall be held at least annually 113 and at any place designated by the Board. 115 Section 7. 116 Special meetings of the Board of Trustees may be called at any 117 time by the Board, or by the Executive Committee if one be 118 constituted, or by vote at a meeting of the Board, or by the 119 Chairman, or by the President of the Society, or by a majority of 120 the members of the Board of Trustees then in office. Special 121 meetings may be held at such place or places as may be designated 122 from time to time by the Board; in the absence of such 123 designation, such meetings shall be held at such place or places 124 as may be designated in the call. 126 Section 8. 127 Notice of the place and time of each meeting of the Board shall be 128 served on each Trustee, by Internet mail or by oral, telegraphic 129 or other written notice, duly served on or sent or mailed to him 130 or her at least thirty days before the date of the meeting, except 131 that if a meeting is held pursuant to Section 9 of this Article 132 then seven calendar days notice shall suffice. 134 Section 9. 135 Any or all of the Trustees may participate in a meeting of the 136 Board of Trustees, or of a committee of the Board, by means of 137 conference telephone or by any means of electronic communication 138 by which all persons participating in the meeting are able to 139 communicate contemporaneously with one another, and such 140 participation shall constitute presence in person at the meeting. 142 Section 10. 143 At all meetings of the Board, a majority of the voting members of 144 the Board of Trustees then in office shall constitute a quorum for 145 the transaction of business and the act of the majority of the 146 Trustees present at any meeting at which a quorum is present shall 147 be the act of the Board. However, with respect to any action for 148 which, under the Society's Articles of Incorporation or By-Laws, a 149 greater affirmative vote is expressly required, such express 150 provisions shall control; and it is to be noted that such 151 requirements are contained in Article 6 of the Articles of 152 Incorporation relating to amendment of the Articles of 153 Incorporation, and in these By- Laws in Article II, Sections 1, 2, 154 3 and 13, relating to certain actions by the Board of Trustees, 155 and in Article IV, Sections 1, 2, 3, 4 and 7, involving certain 156 provisions relating to officers, and in Article VII, Section 1, 157 relating to amendment of the By-Laws. If a quorum shall not be 158 present at any meeting of the Board, the Trustees present thereat 159 may adjourn the meeting from time to time, without notice other 160 than announcement at the meeting, until a quorum shall be present. 162 Section 11. 163 Any action required to be taken at a meeting of the Board of 164 Trustees, or any action which may be taken at a meeting of the 165 Board of Trustees, may be taken without a meeting if a consent in 166 writing, setting forth the action so taken, shall be obtained from 167 all of the Trustees; and such consent shall have the same force 168 and effect as a unanimous vote, and may be stated as such. 170 Section 12. 171 Actions of the Board of Trustees, whether taken at a meeting or 172 otherwise, shall be duly recorded in minutes and retained in the 173 Society's records. 175 Section 13. 176 The Board of Trustees, by resolution adopted by the affirmative 177 vote of at least four-fifths of the members of the Board of 178 Trustees then in office, may designate three or more Trustees to 179 constitute an Executive Committee. The Executive Committee, to the 180 extent provided in such resolution, shall have and may exercise 181 all of the authority of the Board of Trustees in the management of 182 the affairs of the Society (except for those matters which, under 183 the Society's Articles of Incorporation or By-Laws, expressly 184 require the affirmative vote of at least a majority, or more than 185 a majority, of the members of the Board of Trustees then in 186 office). The Executive Committee shall keep regular minutes of its 187 proceedings and shall report the same to the full Board when 188 required. The affirmative vote of a majority of the members of the 189 Board of Trustees then in office may terminate the Executive 190 Committee. 192 Section 14. 193 The Board of Trustees may establish such other Committees (other 194 than an Executive Committee) as it deems appropriate to facilitate 195 the activities of the Society, provided that no such Committee 196 shall take actions reserved to the Board of Trustees or to the 197 Executive Committee. 199 ARTICLE III - NOTICES 201 Section 1. 202 Whenever any notice whatever is required to be given, a waiver 203 thereof in writing by the person or persons entitled to such 204 notice, whether before or after the time stated therein, shall be 205 deemed equivalent to the giving of such notice. 207 Section 2. 208 Attendance of a Trustee at a meeting shall constitute a waiver of 209 notice of such meeting except where a Trustee attends a meeting 210 for the express purpose of objecting to the transaction of any 211 business because the meeting is not lawfully called or convened. 212 Except as otherwise expressly required in the Society's Articles 213 of Incorporation or By-Laws, neither the business to be transacted 214 at, nor the purpose of, any regular or special meeting of the 215 Board of Trustees need be specified in the notice or waiver of 216 notice of such meeting. 218 ARTICLE IV - OFFICERS 220 Section 1. 221 The officers of the Society shall, at a minimum, consist of a 222 Chairman, a President, a Treasurer and a Secretary, Except for the 223 President, who shall be appointed as set forth in Section 4 below, 224 each officer shall be elected for a one-year renewable term by the 225 affirmative vote of at least a majority of the members of the 226 Board of Trustees then in office. The Chairman shall be selected 227 from among the members of the Board of Trustees who have been 228 elected by the Regular Individual Members of the Society. A person 229 shall not hold more than one office at a time. 231 Section 2. 232 Any vacancy in an officer position shall be filled by an 233 individual elected by the affirmative vote of at least a majority 234 of the members of the Board of Trustees then in office. 236 Section 3. 237 The Board of Trustees, by the affirmative vote of at least a 238 majority of the members of the Board of Trustees then in office, 239 may appoint such additional officers as it shall deem necessary. 241 Section 4. 242 The Chairman of the Society, with the approval of the affirmative 243 vote of at least a majority of the members of the Board of 244 Trustees then in office, shall have the authority to appoint the 245 President of the Society, who shall function as the Society's 246 Chief Executive Officer and shall be responsible for the day-to- 247 day conduct of the Society's activities. The President shall 248 perform his duties subject to the direction of the Board of 249 Trustees, and for such compensation and on other terms and 250 conditions as the Board of Trustees shall determine. 252 Section 5. 253 The President shall serve ex officio as a non-voting member of the 254 Board of Trustees. 256 Section 6. 257 The officers of the Society shall not receive any compensation 258 (apart from reimbursement of expenses) for their services as 259 officers, but this shall not preclude reasonable compensation for 260 services rendered to the Society by an officer in some other 261 capacity. 263 Section 7. 264 Except for the President of the Society, who shall be compensated 265 as determined by the Board of Trustees under Section 4 above, the 266 officers of the Society shall hold office until their respective 267 successors are chosen and qualify. Any officer of the Society may 268 be removed by the Board of Trustees, by the affirmative vote of at 269 least four-fifths of the members of the Board of Trustees then in 270 office, whenever in their judgment the best interests of the 271 Society will be served thereby. The President may be removed by 272 the vote of a majority of members of the Board of Trustees then in 273 office, and in accordance with the termination provisions of the 274 President's employment contract. 276 Section 8. 277 Except for the President, whose duties shall be prescribed by the 278 Board of Trustees under Section 4 above and detailed in the 279 employment contract, the officers of the Society shall each have 280 such powers and duties as generally pertain to their respective 281 offices, as well as such powers and duties as from time to time 282 may be conferred by the Board of Trustees or by the President of 283 the Society. 285 Section 9. 286 Unless otherwise directed by the Board of Trustees, the Chairman 287 of the Society, or in the event of the Chairman's inability to 288 act, such other officer as may be designated by the Board or by 289 the Chairman to act in the absence of the Chairman, shall have 290 full power and authority on behalf of the Society to attend and to 291 act and to vote at any meetings at which the Society may have a 292 right to vote. The Board or the Chairman from time to time may 293 confer like powers upon any other person or persons. 295 ARTICLE V - MEMBERS 296 Section 1. 297 The Society shall have two classes of members: Organizational 298 Members and Individual Members. 300 Section 2. 301 The Society shall have the following categories of Organizational 302 Members: 304 (1) Regular Organizational Members: 306 (a) Each organization which contributes to the Society a total 307 of at least $10,000 during the Society's particular fiscal 308 year; or, for years subsequent to the first year, such other 309 amount as the Board of Trustees may specify for this class 310 of member. 312 (b) Each organization which is organized in the United States 313 of America as a non-profit organization or is similarly 314 organized in other countries, or is an agency of a national, 315 regional or local government, may be a Regular 316 Organizational Member of the Society at a 50% discount in 317 annual contribution. 319 (2) Start-up Members: 321 A newly-formed organization may, during the first three years 322 of its operation, be a member of the Society upon contributing 323 a total of at least $1,000 during the Society's particular 324 fiscal year. The 50% discount does not apply to the Start-up 325 Member rate. 327 Section 3. 328 The Society shall have the following categories of Individual 329 Members: 331 (1) Regular Individual Members: 332 Each individual who contributes to the Society the sum of $70 333 during the Society's particular fiscal year; or, for years 334 subsequent to the first year, such other amount as the Board of 335 Trustees may specify for this class of member. 337 (2) Student Members: 339 Each bona fide full-time student who contributes to the year; 340 or, for years subsequent to the first year, such other amount 341 as the Board of Trustees may specify for this class of member. 342 Student Members shall be non-voting members of the Society. 344 Section 4. 345 The Society shall have the following special member designations: 347 (1) Founding Members: 348 (a) Each for-profit organization which contributed to the 349 Society a total of at least $20,000 during the period ending 350 December 31, 1993, as long as such organization thereafter 351 continues to be a Regular Organizational Member of the Society. 353 (b) Each organization which was organized in the United States 354 of America as a non-profit organization or is similarly 355 organized in other countries, or is an agency of a national, 356 regional or local government, and contributes a total of at 357 least $10,000 during the period ending December 31, 1993, as 358 long as such organization thereafter continues to be a Regular 359 Organizational Member of the Society. 361 (2) Pioneer Members: 362 Each Regular Individual Member and each Student Member who 363 joined during the period June 1 - December 31, 1991, shall be 364 designated a Pioneer Member and shall retain that designation 365 so long as Individual Member status is maintained. 367 Section 5. 368 The Board of Trustees from time to time may establish additional 369 classes and categories of members. 371 Section 6. 372 The Society shall have such meetings of its members as the Board 373 of Trustees shall from time to time fix. 375 ARTICLE VI - MISCELLANEOUS 377 Section 1. 378 In the event of the dissolution of the Society, the assets of the 379 Society shall be distributed to a fund, foundation or corporation 380 organized and operated exclusively for the purposes specified in 381 Section 503(c)(3) of the U.S. Internal Revenue Code (or 382 corresponding section of any future U.S. Federal Tax Code. 384 Section 2. 385 The Chairman is authorized to establish an Advisory Council 386 consisting of a representative of each Founding Member and each 387 Regular Organizational Member of the Society. 389 Section 3. 390 The Society's fiscal year shall be the calendar year. The 391 Society's official monetary unit shall be the United States 392 dollar. 394 Section 4. 395 English shall be the official language of the Society. 397 Section 5. 398 The Society may maintain liaison with other professional societies 399 and similar organizations, wherever located, on activities which 400 further the objectives of the Society, on such terms as the Board 401 of Trustees may approve. 403 ARTICLE VII - AMENDMENTS 405 Section 1. 406 These By-Laws may be altered, amended, or repealed by the 407 affirmative vote of at least four-fifths of the members of the 408 Board of Trustees then in office, at any meeting of the Board if 409 notice of such proposed action be contained in the notice of such 410 meeting. 412 2. Security Considerations 413 Documents of this type do not directly impact the security of the 414 Internet infrastructure or its applications. 416 3. Author's Address 417 Internet Society Board of Trustees 418 Internet Society 419 12020 Sunrise Vally Drive - Suite 210 420 Reston, VA 421 USA 423 phone: +1 703 648 9888 424 fax: +1 703 638 9887 425 email: isoc-trustees@isoc.org