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Articles of Incorporation

December 11, 1992
 
Of: Internet Society
To: Department of Consumer and Regulatory Affairs, Washington, D.C.
 

We, the undersigned natural persons of the age of eighteen years or more, acting as incorporators of a corporation, adopt the following Articles of Incorporation for such corporation pursuant to the District of Columbia Non-Profit Corporation Act:

  1. The name of the corporation is Internet Society.
  2. The period of its duration is perpetual.
  3. The purpose or purposes for which the corporation is organized are as follows:

    To be a non-profit corporation (without capital stock), which shall be operated exclusively for educational, charitable and scientific purposes. Such educational, charitable, and scientific purposes shall include carrying on activities:

    1. To facilitate and support the technical evolution of the Internet as a research and education infrastructure, and to stimulate the involvement of the scientific community, industry, government and others in the evolution of the Internet;
    2. To educate the scientific community, industry and the public at large concerning the technology, use and application of the Internet;
    3. To promote educational applications of Internet technology for the benefit of government, colleges and universities, industry, and the public at large;
    4. To provide a forum for exploration of new Internet applications, and to stimulate collaboration among organizations in their operational use of the global Internet.

    To exercise all the powers conferred upon corporations formed under the District of Columbia Non-Profit Corporation Act in order to accomplish the corporation's educational, charitable and scientific purposes; and to take other actions necessary or convenient to effect any or all of the purposes for which the corporation is organized.

  4. The corporation shall not issue any capital stock.
  5. The corporation shall have classes of members, and the qualifications and rights of the members, including any right to vote, shall be as provided in the by-laws.
  6. The board of directors of the corporation shall be known as the Board of Trustees. Except for the initial Board of Trustees, whose names are set forth in these Articles of Incorporation, the manner in which the Trustees are to be elected or appointed shall be as provided in the by- laws.
  7. Provisions for the regulation of the internal affairs of the corporation, including provisions for the distribution of assets on dissolution or liquidation, are:

    1. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, any of the Trustees or officers or members of the corporation, or any other person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation. The corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.
    2. The Articles of Incorporation may be amended by the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office, except that unanimous consent of the members of the Board of Trustees then in office shall be required for any amendment of this Article 7.
    3. Upon the liquidation, dissolution, or winding up of the corporation, after all of its liabilities and obligations have been paid, satisfied and discharged, or adequate provision has been made therefor, all of the assets of the corporation shall be distributed exclusively for such educational, charitable and scientific purposes as the Trustees (or such other persons as may be in charge of liquidation) shall determine, provided that such distributions shall be made to one or more organizations which qualify as exempt organizations under Section 501(c)(3) of the United States Internal Revenue Code as amended (or corresponding provisions of any future United States Internal Revenue law).
  8. The address, including street and number, of the initial registered office of the corporation is c/o C T Corporation System, 1030 15th Street, N.W., Washington, D.C. 20005, and the name of its initial registered agent at such address is C T Corporation System.
  9. The number of Trustees constituting the initial Board of Trustees of the corporation is fourteen, and the names and addresses, including street and number, if any, of the persons who are to serve as the initial Trustees until the first annual meeting or until their successors be elected and qualify are:

    Charles N. Brownstein
    National Science Foundation
    1800 G Street, N.W.
    Washington, DC 20550

    Vinton G. Cerf
    CNRI
    1895 Preston White Drive, Suite 100
    Reston, Virginia 22091

    A. Lyman Chapin
    Bolt Beranek & Newman
    70 Fawcett Street
    Cambridge, Massachusetts 02138

    Ira Fuchs
    Princeton University
    220 Nassau Hall
    Princeton, New Jersey 08544

    Frode Greisen
    UNI-C, Technical University
    Lyngby, DK 2800, Denmark

    Geoff Huston
    Australian Academic and Research Network
    P.O. Box 1142
    Canberra, ACT 2601, Australia

    Robert E. Kahn
    1895 Preston White Drive, Suite 100
    Reston, Virginia 22091

    Tomaz Kalin
    RARE Secretariat
    466 - 468 SINGEL
    Amsterdam, Netherlands

    Kenneth M. King
    EDUCOM
    1112 16th Street, N.W., Suite 600
    Washington, DC 20036

    Lawrence H. Landweber
    University of Wisconsin
    1210 W. Dayton Street
    Madison, Wisconsin 53706

    Kees Neggers
    SURFnet bv
    Godebaldkwartier 24
    3511 DX Utrecht, Netherlands

    Michael M. Roberts
    EDUCOM
    1112 16th Street, N.W., Suite 100
    Washington, DC 20036

    Anthony M. Rutkowski
    Sprint International
    12490 Sunrise Valley Drive
    Reston, Virginia 22096

     

  10. The name and address, including street and number, if any, of each incorporator is:
    Robert E. Kahn
    1895 Preston
    White Drive
    Reston, Virginia 22091

    Kenneth M. King
    1112 16th Street, N.W.
    Washington, DC 20036

    Juergen Harms
    24 rue Ge'ne'ral Dufour
    Geneva
    CH-1204, Switzerland