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 Friday, 30 October, 2009 at 21:00 UTC. In attendance were Ted Hardie, ISOC’s Treasurer and Chairman of the Audit Committee, Bert Wijnen and Hiroshi Esaki as members of the Audit Committee. Also in attendance were Nancy Murphy, tax partner with Grant Thornton, and members of the ISOC management team: Lynn St.Amour, President and Chief Executive Officer, Greg Kapfer, Chief Financial Officer, Lynn DuVal, Senior Accounting Manager and Mano Koilpillai, Director of Finance.

Dr. Hardie called the meeting to order. As all the members of the Audit Committee were present, a quorum was present for the meeting.

Dr. Hardie summarized that the purpose of the meeting of the Audit Committee was to review ISOC’s 2008 U.S. income tax return (Form 990) in accordance with U.S. Internal Revenue Service guidelines and according to the direction of ISOC’s Board of Trustees.

Ms. Murphy summarized the purpose of the changes to the Form 990 introduced for tax year 2008. She outlined the different parts of the Form 990 and the supporting Schedules that pertained to ISOC. Ms. Murphy reviewed each part of the 990 and the supporting Schedules. The Committee asked a number of questions which were answered by either Ms. Murphy or by management.

Mr. Kapfer 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 these minutes and 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 Mr. Kapfer and Grant Thornton, and filed with the Internal Revenue Service.

Dr. Hardie then asked if there was any further business to be brought forward. There being no further business, Mr. Wijnen moved that the meeting of the Audit Committee be adjourned. Mr. Esaki seconded. The motion was carried, and the meeting was adjourned.