As Adopted July 30, 2011
The Executive Committee (the "Committee") of the Board of Trustees (the "Board") of The Internet Society ("ISOC") has the responsibilities, duties, and authority described in this Charter.
The primary purpose of the Committee is to exercise the authority of the Board with respect to the affairs of ISOC between meetings of the Board or in an urgent situation in order to facilitate swift and efficient decision-making.
The Committee shall consist of three or more Trustees appointed by the Board. The Chair of the Board, the President, the Secretary, and the Treasurer shall serve as ex officio members of the Committee but shall not have the right to vote unless they have voting rights as a Trustee of ISOC. The Chair of the Board shall serve as the Chair of the Committee.
The Committee shall meet at least quarterly or more frequently as circumstances dictate. Any member of the Committee may call a special meeting of the Committee at any time.
IV. Responsibilities and Duties
In carrying out its responsibilities, the Committee shall have and may exercise the full authority of the Board, except that it shall not have authority to take any of the following actions:
- Approve amendments to the articles of incorporation or by-laws of ISOC;
- Elect, remove, or fill vacancies of Trustees or officers;
- Hire or fire officers or employees of ISOC;
- Approve or modify the budget of ISOC;
- Approve fundamental and substantial changes in the structure or operations of ISOC, including the addition or elimination of programs of ISOC; mergers or acquisitions; dissolutions; or the sale, pledge, or transfer of all or substantially all of ISOC's assets;
- Create committees of the Board or amend any charter or resolution of a Board committee previously established by the Board;
- Exercise any power of the Board that has been designated to another Board committee;
- Change or add membership categories or the rights or benefits of members or chapters; and
- Perform those actions which, under D.C. law or ISOC’s articles of incorporation or by-laws, expressly require the affirmative vote of at least a majority of the Trustees then in office.
V. Authority and Resources
The Committee shall have the necessary authority and resources to discharge its responsibilities and duties. This shall include the authority to retain special counsel, experts, or consultants as the Committee deems appropriate. ISOC shall provide for appropriate funds as determined by the Committee for the payment of the fees and expenses of any such special counsel, experts, or consultants as well as all ordinary administrative costs incurred by the Committee and its individual members that are necessary and appropriate in performing their duties.
VI. Annual Review
The Committee shall review, on at least an annual basis, (a) this Charter and the scope of the responsibilities and duties of the Committee, and (b) the Committee’s performance of its responsibilities and duties as set forth in this Charter. The Committee shall refer to the Board for appropriate action on any proposed changes to this Charter.
VII. Availability of Charter
This Charter shall be made public by posting on the ISOC website.