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RFC2135 - Internet Society By-Laws

王朝other·作者佚名  2008-05-31
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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.

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.

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.

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.

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.

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.

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:

(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.

(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.

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: +1 703 648 9888

fax: +1 703 638 9887

email: isoc-trustees@isoc.org

 
 
 
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