Meeting (17 October 2011)

A meeting of the Audit Committee of the Internet Society (ISOC) was held on Monday, October 17, 2011 at 13:00 UTC. In attendance were Eric Burger, Chair of the Audit Committee, and Alain Aina, member of the Audit Committee. Khaled Koubaa sent his regrets.

Also in attendance were Lynn St.Amour, ISOC’s President and Chief Executive Officer, Greg Kapfer, Chief Financial Officer, Sandra Spector, Finance Director and Mary Torretta, Not-for-Profit Tax Manager at Grant Thornton.

Call to Order

Eric called the meeting to order. As two out of three members of the Audit Committee were in attendance, a quorum was present for the meeting.

Review of ISOC’s Annual Form 990 Tax Return Filing

Greg summarized that the role of the Audit Committee was to review ISOC’s 2010 U.S. income tax return (Form 990) in accordance with U.S. Internal Revenue Service guidelines and according to the direction given by ISOC’s Board of Trustees. A draft copy of the return had been supplied to the Committee on October 7.

Ms. Torretta summarized the purpose of the Form 990. She outlined the different parts of the return and the supporting Schedules that pertained to ISOC. Ms. Torretta reviewed each part of the 990 and the supporting Schedules. The Committee asked a number of questions which were answered by either Ms. Torretta or by management.

Greg explained that the process for filing the tax return included noting in these minutes that the Audit Committee had performed a detailed review of the tax return, whereupon the full tax return in its final form would be supplied to each of the members of ISOC’s Board of Trustees. The return will then be signed by both Greg and Grant Thornton, and filed with the Internal Revenue Service. No motion is necessary, but the Chair will make a report to the Board of Trustees.

Lynn and Eric commended Greg and Ms. Sandy on their hard work and a job well done preparing the 990.

The representative from Grant Thornton left the meeting.

Acceptance of Proposals for Audit and Tax Services for 2011 by Grant Thornton

Greg presented an engagement proposal from Grant Thornton to perform ISOC’s independent audit for 2011. Greg said he also expected to receive a similar proposal from Grant Thornton to prepare ISOC’s Form 990 tax return for 2011. He recommended acceptance of these proposals, and noted that the proposed fees for these services increased only slightly from the service fees charged for 2010 work. Greg stated that although the relationship with Grant Thornton was very positive, this would be the fifth year using Grant Thornton. Therefore, ISOC and PIR would jointly seek competitive bids for the 2011 audit and tax work immediately after the completion of the 2011 audit.

The Committee agreed to appoint Grant Thornton as ISOC’s independent audit and tax preparation firm for 2011, and asked Greg to proceed with the engagement.


Eric called for any other business. There being none, the meeting was adjourned at 14:10 UTC.