Resolutions of Board Meeting No. 8

Resolutions Passed at the Board Meeting No. 8
8-9 December 1995.

Resolution 1995-12: 1996 ISOC budget
RESOLVED, that Board accepts the 1996 ISOC budget, with a proposed revenue of USD $1,411,999, expenditure of USD $1,487,000, and an operating deficit of USD $76,000.

Resolution 1995-13: By-Laws Amendment relating to the establishment of an employed President.
RESOLVED, that the ByLaws of the Society shall be and hereby are amended as follows:

1. In Article II, Section 2, insert at the beginning of the third sentence:

Except for the president,

and delete the following from the last sentence:

a trustee during the Initial Period of Operations shall not be counted in this computation, except that service as

1. In Article II, Section 7, insert the following immediately after the words “or by vote at a meeting of the Board, or by the”

Chairman, or by the

and delete the following:

or by the Executive Director of the Society

1. In Article II, Section 10, delete the following

and to the Executive Director,

1. In Article IV, delete Section 1 in its entirety and replace it with the following:

The officers of the Society shall, at a minimum, consist of a Chairman, a President, a Treasurer and a Secretary, Except for the President, who shall be appointed as set forth in Section 4 below, each officer shall be elected for a one-year renewable term by the affirmative vote of at least a majority of the members of the Board of Trustees then in office. The Chairman shall be selected from among the members of the Board of Trustees who have been elected by the Regular Individual Members of the Society. A person shall not hold more than one office at a time.

1. In Article IV, delete Sections 4 and 5, and replace them with the following:

Section 4. The Chairman of the Society, with the approval of the affirmative vote of at least a majority of the members of the Board of Trustees then in office, shall have the authority to appoint the President of the Society, who shall function as the Society’s Chief Executive Officer and shall be responsible for the day-to-day conduct of the Society’s activities. The President shall perform his duties subject to the direction of the Board of Trustees, and for such compensation and on other terms and conditions as the Board of Trustees shall determine.

Section 5. The President shall serve ex officio as a voting member of the Board of Trustees.

1. In Article IV, Section 6, insert the following immediately before the beginning of the first sentence:

Except for the President of the Society, who shall be compensated as determined by the Board of Trustees under Section 4 above,

1. In Article IV, Section 7, inset immediately before the beginning of the second sentence:

Except for the President, who may be removed as provided below,

and insert the following after the last sentence:

The President may be removed by the vote of a majority of members of the Board of Trustees then in office, and in accordance with the termination provisions of the President’s employment contract.

1. In Article IV, Section 8, insert immediately before the beginning of the first sentence:

Except for the President, whose duties shall be prescribed by the Board of Trustees under Section 4 above and detailed in the employment contract,

1. In Article IV, Section 9, substitute “Chairman” for President” each time it appears
2. In Article VI, Section 2, substitute “Chairman” for “President”

Resolution 1995-16: By-Laws Amendment relating to Charter Members of ISOC
RESOLVED, that the ByLaws of the Society shall be amended, effective as of the conclusion of the Montreal July 1996 meeting of the ISOC Board of Trustees, conditional on ratification by the Boards of the Charter Members prior to the Montreal, as follows:

1. In Article II, Section 2, second sentence, delete the phrase:

Each of the Charter Members of the Society (as specified in Article VI, Section 2, of these ByLaws) shall at all times have a right to designate one Trustee who shall thereupon be appointed by the Board; with this exception,

1. In Article II, Section 10, second sentence, delete the phrase:

and in Article VI, Section 2 (1) (c) relating to Charter Members,

1. In Article V, delete Sub-Section 2 (1) in its entirety and renumber sub-Sections 2 (2) and 2 (3) accordingly.
2. In Article VI, Section 1, replace the entire section with the following text:

Section 3. In the event of the dissolution of the Society, the assets of the Society shall be distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501(c)(c) of the U.S. Internal Revenue Code (or corresponding section of any future U.S. Federal tax code).

1. In Article VII, Section 1, delete the phrase:

; provided, however that no amendment may be made which adversely affects the rights of a Charter Member without the unanimous consent of all then-existing Charter Members

Resolution 1995-17: ISOC Advisory Council Charter
RESOLVED, that the Advisory Council shall act in accordance with an Advisory Council charter, which shall be adopted by the ISOC Board of Trustees

Resolution 1995-18: Trademark Registrations
RESOLVED, that ISOC should make recommendations for open use of the term “internet” and to warn against inclusion of the names of structural components of the DNS in trademarked names to all trademark administrations, world wide.

Resolution 1995-19: Staff Matters
RESOLVED, that the Board delegate to the Executive Committee the responsibility to assign salary increases for staff for 1996.

Resolution 1995-20: Chapter Formation approval
RESOLVED, that Board approved the process whereby the Vice-President for Chapters may, at his discretion, determine to approve the formation of an ISOC Chapter in such cases where the minimum criteria for chapter formation are not formally met, on submission of justifying information.

Resolution 1995-21: Nominations Committee
RESOLVED, that the ISOC Nominations Committee shall consist of 7 members, where 5 members shall constitute a valid quorum.