As per Relevance of the word organization, we have this rfc below:
Network Working Group ISOC Board of
Request for Comments: 2135
Category: Informational April 1997
Internet Society By-
Status of this
This memo provides information for the Internet community. This
does not specify an Internet standard of any kind. Distribution
this memo is unlimited
These are the by-laws of the Internet Society, as amended, as of
1996. They are published for the information of the IETF
at the request of the poisson working group. Please refer to the
web page (www.isoc.org) for the current version of the by-laws
1. Internet Society By-
ARTICLE I -
Section 1.
The principal office of The Internet Society shall be in the
of Metropolitan Washington, D.C., U.S.A
Section 2.
The Society may also have offices at such other places as
Board of Trustees may from time to time determine or the
of the Society may require
ARTICLE II - BOARD OF
Section 1.
The Board of Trustees of the Society shall consist of not
than twenty Trustees unless and until such number is changed
action of the Board of Trustees. Each Trustee appointed or
shall hold office for a term of three years, except when
shorter term is specified by the Board of Trustees with respect
the appointment or election of a particular Trustee. Only
Individual Members of the Society shall be eligible to serve
the Board of Trustees
Section 2.
The Board of Trustees is authorised from time to time, to
arrangements for the election of voting Trustees by the
Individual Members of the Society (as defined in Article VI
Section 3, Clause (1), of these By-Laws), such that the
number of Trustees shall not exceed twenty
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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
by the Regular Individual Members of the Society or shall
appointed by the Board to fill a vacancy which arises because
elected Trustee has ceased to serve
Any vacancy which arises because an elected or appointed
has ceased to serve may be fill by appointment by the Board
a new Trustee is elected to fill this position for the
of the term, in an election of Trustees by the Regular
Members of the Society
All Trustees appointed by the Board shall be by the
vote of at least four-fifths of the members of the Board
Trustees then in office
The Board shall seek to among the Trustees
individuals from industry, from educational and
organisations and from government. The Board may also make
arrangements as it deems appropriate for the terms of Trustees
be staggered. A Trustee may serve additional terms provided
the number of successive terms shall not exceed two, except
service as an appointed Trustee prior to July 1995 shall not
counted in this computation
Section 3.
All actions taken by the Board pursuant to Sections 1 and 2
this Article II shall require the affirmative vote of at
four-fifths of the members of the Board of Trustees then
office
Section 4.
The Trustees shall not receive any compensation (apart
reimbursement of expenses) for their services as Trustees,
this shall not preclude reasonable compensation for
rendered to the Society by a Trustee in some other capacity
Section 5.
The affairs of the Society shall be directed by its Board
Trustees. The President of the Society shall submit to the Board
at least one month prior to the beginning of each fiscal year,
budget for the Society's coming fiscal year, for the Board'
consideration and approval
Section 6.
Meetings of the Board of Trustees shall be held at least
and at any place designated by the Board
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RFC 2135 ISOC By-Laws April 1997
Section 7.
Special meetings of the Board of Trustees may be called at
time by the Board, or by the Executive Committee if one
constituted, or by vote at a meeting of the Board, or by
Chairman, or by the President of the Society, or by a majority
the members of the Board of Trustees then in office.
meetings may be held at such place or places as may be
from time to time by the Board; in the absence of
designation, such meetings shall be held at such place or
as may be designated in the call
Section 8.
Notice of the place and time of each meeting of the Board shall
served on each Trustee, by Internet mail or by oral,
or other written notice, duly served on or sent or mailed to
or her at least thirty days before the date of the meeting,
that if a meeting is held pursuant to Section 9 of this
then seven calendar days notice shall suffice
Section 9.
Any or all of the Trustees may participate in a meeting of
Board of Trustees, or of a committee of the Board, by means
conference telephone or by any means of electronic
by which all persons participating in the meeting are able
communicate contemporaneously with one another, and
participation shall constitute presence in person at the meeting
Section 10.
At all meetings of the Board, a majority of the voting members
the Board of Trustees then in office shall constitute a quorum
the transaction of business and the act of the majority of
Trustees present at any meeting at which a quorum is present
be the act of the Board. However, with respect to any action
which, under the Society's Articles of Incorporation or By-Laws,
greater affirmative vote is expressly required, such
provisions shall control; and it is to be noted that
requirements are contained in Article 6 of the Articles
Incorporation relating to amendment of the Articles
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
provisions relating to officers, and in Article VII, Section 1,
relating to amendment of the By-Laws. If a quorum shall not
present at any meeting of the Board, the Trustees present
may adjourn the meeting from time to time, without notice
than announcement at the meeting, until a quorum shall be present
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RFC 2135 ISOC By-Laws April 1997
Section 11.
Any action required to be taken at a meeting of the Board
Trustees, or any action which may be taken at a meeting of
Board of Trustees, may be taken without a meeting if a consent
writing, setting forth the action so taken, shall be obtained
all of the Trustees; and such consent shall have the same
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
otherwise, shall be duly recorded in minutes and retained in
Society's records
Section 13.
The Board of Trustees, by resolution adopted by the
vote of at least four-fifths of the members of the Board
Trustees then in office, may designate three or more Trustees
constitute an Executive Committee. The Executive Committee, to
extent provided in such resolution, shall have and may
all of the authority of the Board of Trustees in the management
the affairs of the Society (except for those matters which,
the Society's Articles of Incorporation or By-Laws,
require the affirmative vote of at least a majority, or more
a majority, of the members of the Board of Trustees then
office). The Executive Committee shall keep regular minutes of
proceedings and shall report the same to the full Board
required. The affirmative vote of a majority of the members of
Board of Trustees then in office may terminate the
Committee
Section 14.
The Board of Trustees may establish such other Committees (
than an Executive Committee) as it deems appropriate to
the activities of the Society, provided that no such
shall take actions reserved to the Board of Trustees or to
Executive Committee
ARTICLE III -
Section 1.
Whenever any notice whatever is required to be given, a
thereof in writing by the person or persons entitled to
notice, whether before or after the time stated therein, shall
deemed equivalent to the giving of such notice
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RFC 2135 ISOC By-Laws April 1997
Section 2.
Attendance of a Trustee at a meeting shall constitute a waiver
notice of such meeting except where a Trustee attends a
for the express purpose of objecting to the transaction of
business because the meeting is not lawfully called or convened
Except as otherwise expressly required in the Society's
of Incorporation or By-Laws, neither the business to be
at, nor the purpose of, any regular or special meeting of
Board of Trustees need be specified in the notice or waiver
notice of such meeting
ARTICLE IV -
Section 1.
The officers of the Society shall, at a minimum, consist of
Chairman, a President, a Treasurer and a Secretary, Except for
President, who shall be appointed as set forth in Section 4 below
each officer shall be elected for a one-year renewable term by
affirmative vote of at least a majority of the members of
Board of Trustees then in office. The Chairman shall be
from among the members of the Board of Trustees who have
elected by the Regular Individual Members of the Society. A
shall not hold more than one office at a time
Section 2.
Any vacancy in an officer position shall be filled by
individual elected by the affirmative vote of at least a
of the members of the Board of Trustees then in office
Section 3.
The Board of Trustees, by the affirmative vote of at least
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
vote of at least a majority of the members of the Board
Trustees then in office, shall have the authority to appoint
President of the Society, who shall function as the Society'
Chief Executive Officer and shall be responsible for the day-to
day conduct of the Society's activities. The President
perform his duties subject to the direction of the Board
Trustees, and for such compensation and on other terms
conditions as the Board of Trustees shall determine
Section 5.
The President shall serve ex officio as a non-voting member of
Board of Trustees
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RFC 2135 ISOC By-Laws April 1997
Section 6.
The officers of the Society shall not receive any
(apart from reimbursement of expenses) for their services
officers, but this shall not preclude reasonable compensation
services rendered to the Society by an officer in some
capacity
Section 7.
Except for the President of the Society, who shall be
as determined by the Board of Trustees under Section 4 above,
officers of the Society shall hold office until their
successors are chosen and qualify. Any officer of the Society
be removed by the Board of Trustees, by the affirmative vote of
least four-fifths of the members of the Board of Trustees then
office, whenever in their judgment the best interests of
Society will be served thereby. The President may be removed
the vote of a majority of members of the Board of Trustees then
office, and in accordance with the termination provisions of
President's employment contract
Section 8.
Except for the President, whose duties shall be prescribed by
Board of Trustees under Section 4 above and detailed in
employment contract, the officers of the Society shall each
such powers and duties as generally pertain to their
offices, as well as such powers and duties as from time to
may be conferred by the Board of Trustees or by the President
the Society
Section 9.
Unless otherwise directed by the Board of Trustees, the
of the Society, or in the event of the Chairman's inability
act, such other officer as may be designated by the Board or
the Chairman to act in the absence of the Chairman, shall
full power and authority on behalf of the Society to attend and
act and to vote at any meetings at which the Society may have
right to vote. The Board or the Chairman from time to time
confer like powers upon any other person or persons
ARTICLE V -
Section 1.
The Society shall have two classes of members:
Members and Individual Members
Section 2.
The Society shall have the following categories of
Members
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RFC 2135 ISOC By-Laws April 1997
(1) Regular Organizational Members
(a) Each organization which contributes to the Society a
of at least $10,000 during the Society's particular
year; or, for years subsequent to the first year, such
amount as the Board of Trustees may specify for this
of member
(b) Each organization which is organized in the United
of America as a non-profit organization or is
organized in other countries, or is an agency of a national
regional or local government, may be a
Organizational Member of the Society at a 50% discount
annual contribution
(2) Start-up Members
A newly-formed organization may, during the first three
of its operation, be a member of the Society upon
a total of at least $1,000 during the Society's
fiscal year. The 50% discount does not apply to the Start-
Member rate
Section 3.
The Society shall have the following categories of
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
subsequent to the first year, such other amount as the Board
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
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
Society a total of at least $20,000 during the period
December 31, 1993, as long as such organization
continues to be a Regular Organizational Member of the Society
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RFC 2135 ISOC By-Laws April 1997
(b) Each organization which was organized in the United
of America as a non-profit organization or is
organized in other countries, or is an agency of a national
regional or local government, and contributes a total of
least $10,000 during the period ending December 31, 1993,
long as such organization thereafter continues to be a
Organizational Member of the Society
(2) Pioneer Members
Each Regular Individual Member and each Student Member
joined during the period June 1 - December 31, 1991, shall
designated a Pioneer Member and shall retain that
so long as Individual Member status is maintained
Section 5.
The Board of Trustees from time to time may establish
classes and categories of members
Section 6.
The Society shall have such meetings of its members as the
of Trustees shall from time to time fix
ARTICLE VI -
Section 1.
In the event of the dissolution of the Society, the assets of
Society shall be distributed to a fund, foundation or
organized and operated exclusively for the purposes specified
Section 503(c)(3) of the U.S. Internal Revenue Code (
corresponding section of any future U.S. Federal Tax Code
Section 2.
The Chairman is authorized to establish an Advisory
consisting of a representative of each Founding Member and
Regular Organizational Member of the Society
Section 3.
The Society's fiscal year shall be the calendar year.
Society's official monetary unit shall be the United
dollar
Section 4.
English shall be the official language of the Society
Section 5.
The Society may maintain liaison with other professional
and similar organizations, wherever located, on activities
further the objectives of the Society, on such terms as the
of Trustees may approve
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RFC 2135 ISOC By-Laws April 1997
ARTICLE VII -
Section 1.
These By-Laws may be altered, amended, or repealed by
affirmative vote of at least four-fifths of the members of
Board of Trustees then in office, at any meeting of the Board
notice of such proposed action be contained in the notice of
meeting
2. Security
Documents of this type do not directly impact the security of
Internet infrastructure or its applications
3. Author's
Internet Society Board of
Internet
12020 Sunrise Vally Drive - Suite 210
Reston,
phone: +1 703 648 9888
fax: +1 703 638 9887
email: isoc-trustees@isoc.
ISOC Informational [Page 9]
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