Minutes of the Meetings of the Audit Committee of the Internet Society

A meeting of the Audit Committee of the Internet Society (ISOC) was held on Thursday, October 29th, 2020, at 14:15 UTC. In attendance was Heather West as Chair of the Audit Committee with Mike Godwin and Maimouna Diop as members of the Audit Committee.

Also in attendance were Sandy Spector, Chief Financial Officer, Sae Park, Senior Director, Finance and Corporate Reporting, Ilona Levine, General Counsel, and Sarah Armstrong, Executive Director of the Foundation. Bill Turco, Director of Not for Profit Tax Services at RSM US LLP, was also in attendance for part of the meeting.

Call to Order

The meeting was called to order.

Review of the U.S. IRS Form 990 (Return of Organization Exempt from Income Tax) for ISOC & ISOC Foundation

Sandy reviewed the meeting agenda and summarized that one role of the Audit Committee is to review ISOC and the Foundation’s information return for U.S. tax-exempt organizations (Form 990) in accordance with the U.S. Internal Revenue Service guidelines and the Charter of the Committee. Draft copies of the information returns had been reviewed by ISOC’s new General Counsel and an outside legal firm before they were supplied to the Committee on October 27th.

Mr. Turco summarized the purpose of Form 990 and then reviewed each part of the 990 along with the supporting Schedules for Foundation and ISOC, respectively.  The Committee asked questions that were answered by either Bill Turco or Sandy.

Sandy explained that the process for filing the information return included noting in these minutes that the Audit Committee had performed a detailed review of the returns, at which point the returns would be supplied to all members of ISOC’s Board of Trustees. The returns will then be signed by both Sandy and RSM, and filed with the Internal Revenue Service.

The Committee then confirmed that it had reviewed and accepted ISOC’s and ISOC Foundation’s 2019 U.S. information returns (Form 990). Sandy confirmed that the returns would also be sent to all Trustees prior to its filing.

The representative from RSM left the meeting.

Audit and Tax Service

Sandy reminded the Committee that during the last Committee meeting, the Committee had approved the continuation of engagement with RSM for the audit and tax services for another tax year (2020). Upon the completion of the 2020 audit, ISOC and PIR will issue a Request for Proposal for the audit and tax services for ISOC and its affiliates.

The meeting was adjourned at 15:00 UTC.