Meeting (22 November 2008)

The Audit Committee of the Internet Society (“ISOC”) met on November 22, 2008, at the Minneapolis Hilton Hotel in Minneapolis, Minnesota USA pursuant to timely notice to all committee members. The following committee members, constituting all the members of the committee, were present in person:

Ted Hardie, Chairperson
Patrik Fältström
Raul Echeberria

The meeting was called to order at 5:15 PM. Ted Hardie served as the Chair of the meeting, and Patrik Fältström served as the Secretary.

The Chair noted that the principal purpose of this meeting arises from a recent amendment to the Bylaws of Public Interest Registry (“PIR”), a non-profit corporation of which ISOC is the sole member, and PIR’s designation of the members of this Committee to function as a Review Committee, as discussed more fully below.

At a meeting on October 31, 2008, in Cairo, Egypt, the Board of Directors of PIR adopted certain amendments to its Bylaws, subject to the approval of ISOC. Among other provisions, those Bylaw amendments:

(1) authorize PIR to pay reasonable compensation to the members of its Board of Directors for services rendered to PIR in that capacity; and

(2) authorize the Board of PIR to designate a body or group consisting of one or more persons who are not members of the PIR Board of Directors, for the purpose of reviewing and approving the amount of compensation to be paid to PIR’s Directors who are willing to accept compensation.

At the same meeting, and also subject to ISOC’s approval of those Bylaw amendments, the PIR Board designated the members of this committee to serve as the Review Committee in order to review and approve the amount of compensation to be paid to PIR Board members.

At a meeting on November 22, 2008, the Board of Directors of ISOC approved the amendments to the PIR Bylaws as adopted by the PIR Board of Directors, and ISOC delivered its written approval of those amendments to PIR. The amendments to the PIR Bylaws, and the creation of the Review Committee as authorized in the amended Bylaws, thereupon became effective.

This Committee then proceeded to consider PIR’s request to serve as a Review Committee to review the reasonableness of the compensation PIR proposes to pay its Directors who are willing to accept compensation. In the discussion that ensued, the Committee members noted the importance of having director compensation determined by a body of disinterested persons having no conflict of interest with regard to that issue. After discussion, this Committee agreed to serve in that capacity, by unanimous vote of the Committee members present. It is noted for the record that no member of this Committee either serves on PIR’s Board of Directors, or has a family or business relationship with any person who serves on PIR’s Board of Directors.

The members of this Committee agreed to convene the first meeting as members of the PIR Review Committee immediately following the end of this meeting.

Meeting adjourned.

All Board Audit Committee Meeting Minutes