Meeting (26 October 2012)

A meeting of the Audit Committee of the Internet Society (ISOC) was held on Monday, October 26, 2012 at 14:00 UTC. In attendance were Eric Burger, Chair of the Audit Committee, and Alain Aina and Rudi Vansnick, members of the Audit Committee. Narelle Clark sent her regrets.

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

Call to Order

Eric called the meeting to order. As three out of four 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 one role of the Audit Committee was to review ISOC’s 2011 U.S. income tax return (Form 990) in accordance with U.S. Internal Revenue Service guidelines and according to the Charter of the Committee. A draft copy of the return had been supplied to the Committee on October 12th.

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, according to ISOC’s Delegation Policy, 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. A copy of the Form 990 will also be sent to each Trustee prior to its filing.

Lynn and Eric commended Greg and Sandy on their hard work and a job well done preparing the 990. The Committee also asked Greg and Sandy to prepare a 990 FAQ which could be used to further support the information in the return.

The representatives from Grant Thornton left the meeting.

Review of Audit Committee Charter

The Committee reviewed the charter to ensure that all Responsibilities and Duties had been met. The Committee agreed that all requirements of the Committee had been met. However, Eric suggested that the Committee speak annually to ISOC’s legal counsel. Eric also recommended that future Committees be made up of three members to ensure representation, yet allow for attainment of a quorum at its meetings.


Eric called for any other business. There being none, Rudi moved for adjournment, seconded by Alain, and the meeting was adjourned at 15:30 UTC.