RFC 2135

Internet Society By-Laws

📅 published April 1997, from ietf

RFC 2135: Internet Society By-Laws 🎀

okay bestie, this one is the Internet Society By-Laws 📜✨ It's RFC 2135, written by the ISOC Board of Trustees (ISOC) as Informational, dated April 1997. Informational means it's here to inform the community, not to set a standard. The title block doesn't list any documents it obsoletes or updates.

Status of this Memo

ok so this memo is just here to give info to the Internet community 💅 It does not specify an Internet standard of any kind, and distribution of it is unlimited 🌸

Abstract

these are the by-laws of the Internet Society as amended as of June 1996 🦋 They were published for the IETF community at the request of the poisson working group 🧚 For the current version, check the ISOC web page at www.isoc.org 💜

1. Internet Society By-Laws ✨

ARTICLE I - OFFICES

Section 1.

the principal office of The Internet Society shall be in the Area of Metropolitan Washington, D.C., U.S.A. 🏛️

Section 2.

the Society may also have offices at other places that the Board of Trustees may determine from time to time, or where the affairs of the Society may require 🗺️

ARTICLE II - BOARD OF TRUSTEES

Section 1.

the Board of Trustees shall have no more than twenty Trustees, unless the Board changes that number by its own action 👑 Each Trustee who is appointed or elected holds office for a term of three years, except when the Board sets a shorter term for a particular Trustee 🗓️ Only Regular Individual Members of the Society can serve on the Board 🫶

Section 2.

the Board is allowed to set up elections for voting Trustees by the Regular Individual Members of the Society (as defined in Article VI, Section 3, Clause (1), of these By-Laws) 🗳️ The total number of Trustees shall not go over twenty 🔥

The President serves ex-officio as a non-voting Trustee 💅

Apart from the President, all Trustees are either elected by the Regular Individual Members of the Society or appointed by the Board to fill a vacancy that happens when an elected Trustee stops serving 🌈

If an elected or appointed Trustee stops serving and leaves a vacancy, the Board may fill it by appointment until a new Trustee is elected for the rest of the term, in an election of Trustees by the Regular Individual Members of the Society 🦋

Every Trustee appointed by the Board needs the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office 🗳️💜

The Board shall seek to among the Trustees representative individuals from industry, from educational and nonprofit organisations and from government 🌟 The Board may also make whatever arrangements it thinks are appropriate so the terms of Trustees are staggered 🍓 A Trustee may serve additional terms, but the number of successive terms shall not exceed two 🙈 Service as an appointed Trustee before July 1995 does not count in this computation 💀

Section 3.

every action the Board takes under Sections 1 and 2 of this Article II shall need the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office 👑

Section 4.

the Trustees don't get any compensation for their work as Trustees, apart from reimbursement of expenses 💸 That doesn't stop a Trustee from getting reasonable pay for services they provide to the Society in some other role 🫶

Section 5.

the Board directs the affairs of the Society 🧭 At least one month before each fiscal year begins, the President of the Society shall submit a budget for the Society's coming fiscal year to the Board, for the Board to consider and approve 📊

Section 6.

Board meetings are held at least once a year, at any place the Board designates 🗓️

Section 7.

special meetings of the Board may be called at any time by the Board, by the Executive Committee if one has been set up, by vote at a Board meeting, by the Chairman, by the President of the Society, or by a majority of the members of the Board of Trustees then in office 📣 Special meetings can be held at whatever place or places the Board designates from time to time 📍 If the Board hasn't designated one, the meeting shall be held at the place or places named in the call 📞

Section 8.

notice of the place and time of each Board meeting shall be served on each Trustee by Internet mail, or by oral, telegraphic or other written notice 📨 It has to be duly served on, sent to or mailed to them at least thirty days before the meeting date 🗓️ The exception is a meeting held under Section 9 of this Article, where seven calendar days' notice is enough ⏰

Section 9.

any or all of the Trustees may take part in a Board meeting, or a committee meeting of the Board, by conference telephone or any other electronic communication that lets everyone in the meeting talk to each other at the same time 📱 Taking part that way counts as being present in person at the meeting 🫶

Section 10.

at every Board meeting, a majority of the voting members of the Board of Trustees then in office makes a quorum for doing business 🧮 The act of the majority of the Trustees present at a meeting with a quorum is the act of the Board ⚖️ There's a catch though: if the Society's Articles of Incorporation or By-Laws expressly require a greater affirmative vote for an action, those express provisions control 🚨 The requirements in question are in Article 6 of the Articles of Incorporation, which covers amending the Articles of Incorporation, and in these By-Laws in Article II, Sections 1, 2, 3 and 13, which cover certain Board actions, and in Article IV, Sections 1, 2, 3, 4 and 7, which cover certain officer provisions, and in Article VII, Section 1, which covers amending the By-Laws 📚 If a meeting doesn't have a quorum, the Trustees who are there can adjourn it from time to time, without notice other than an announcement at the meeting, until a quorum shows up 🙌

Section 11.

any action that has to be taken at a Board meeting, or any action that may be taken at one, can be taken without a meeting if all of the Trustees give written consent setting out the action taken 📝 That consent has the same force and effect as a unanimous vote, and it can be described that way ✅

Section 12.

Board actions, whether taken at a meeting or otherwise, shall be properly recorded in minutes and kept in the Society's records 🗂️

Section 13.

the Board can, by resolution adopted with the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office, name three or more Trustees to form an Executive Committee 👯 The Executive Committee has all the Board's authority in managing the Society's affairs, to the extent the resolution provides, except for matters that the Society's Articles of Incorporation or By-Laws expressly require at least a majority, or more than a majority, of the Board members then in office to vote on 🔐 The Executive Committee shall keep regular minutes of its proceedings and report them to the full Board when required 📒 A majority vote of the members of the Board of Trustees then in office can end the Executive Committee 🛑

Section 14.

the Board may set up other Committees (apart from an Executive Committee) that it thinks are right to support the Society's activities 🧩 But no such Committee shall take actions reserved to the Board or to the Executive Committee 🙅‍♀️

the rest of the by-laws (Article III and beyond) are coming in part 2 🎀

ARTICLE IV - OFFICERS ✨

Section 1.

okay so the Society's officers shall, at a minimum, be a Chairman, a President, a Treasurer and a Secretary 💼. Except for the President, who gets appointed under Section 4 below, every officer is elected for a one-year term that can be renewed 🔁. That takes the affirmative vote of at least a majority of the Board of Trustees then in office. The Chairman has to be picked from the Board members who were elected by the Regular Individual Members. And a person shall not hold more than one office at a time 🙅‍♀️.

Section 2.

If an officer position opens up, it gets filled by an individual elected by the affirmative vote of at least a majority of the Board of Trustees then in office 🗳️.

Section 3.

The Board of Trustees can appoint extra officers too, as long as at least a majority of the Board members then in office vote for it, and they think those officers are necessary 🧩.

Section 4.

The Chairman has the authority to appoint the President, but only with the affirmative vote of at least a majority of the Board of Trustees then in office 👑. The President is the Society's Chief Executive Officer and handles the day-to-day running of the Society's activities 💅. The President performs those duties under the direction of the Board of Trustees, and gets whatever compensation and other terms and conditions the Board decides on 💖.

Section 5.

The President serves ex officio as a non-voting member of the Board of Trustees 🙈.

Section 6.

Officers don't get paid for being officers (reimbursement of expenses is fine 💸). That doesn't stop an officer from getting reasonable compensation for services they provide to the Society in some other capacity 🫶.

Section 7.

The President is compensated as the Board decides under Section 4 above. Every other officer holds office until their successors are chosen and qualify 🌸. The Board of Trustees can remove any officer by the affirmative vote of at least four-fifths of the Board members then in office, whenever they feel that's best for the Society 😤. The President can be removed by a majority vote of the Board members then in office, following the termination provisions of the President's employment contract 📜.

Section 8.

The President's duties are set by the Board of Trustees under Section 4 above and detailed in the employment contract 📋. Every other officer has the powers and duties that generally go with their office, plus any the Board of Trustees or the President gives them over time 🎀.

Section 9.

Unless the Board of Trustees says otherwise, the Chairman has full power and authority to attend, act, and vote on behalf of the Society at any meeting where the Society gets a vote 🗳️. If the Chairman can't act, then whichever officer the Board or the Chairman designates takes over. The Board or the Chairman can also give those same powers to other people from time to time 🧚.

ARTICLE V - MEMBERS 🌈

Section 1.

The Society has two classes of members: Organizational Members and Individual Members 🏢🧑‍💻.

Section 2.

The Society has the following categories of Organizational Members:

Regular Organizational Members:
- (a) Each organization that contributes a total of at least $10,000 during the Society's fiscal year counts. For years after the first, the Board of Trustees can set a different amount for this class of member 💰.
- (b) Each organization organized in the United States of America as a non-profit, or similarly organized in other countries, or that is an agency of a national, regional or local government, can be a Regular Organizational Member at a 50% discount in annual contribution 🎉.
Start-up Members:
- A newly-formed organization can be a member during the first three years of its operation by contributing a total of at least $1,000 during the Society's fiscal year 🌱. The 50% discount does not apply to the Start-up Member rate 🙅‍♀️.

Section 3.

The Society has the following categories of Individual Members:

Regular Individual Members:
- Each individual who contributes $35 during the Society's fiscal year counts. For years after the first, the Board of Trustees can set a different amount for this class of member 🧑‍💻.
Student Members:
- Each bona fide full-time student who contributes to the year; or, for years after the first, whatever other amount the Board of Trustees may specify for this class of member 🎓. Student Members are non-voting members of the Society 🙈.

Section 4.

The Society has the following special member designations:

Founding Members:
- (a) Each for-profit organization that contributed a total of at least $20,000 during the period ending December 31, 1993 is a Founding Member, as long as it keeps being a Regular Organizational Member 🏆.
- (b) Each organization organized in the United States of America as a non-profit, or similarly organized in other countries, or that is an agency of a national, regional or local government, and that contributes a total of at least $10,000 during the period ending December 31, 1993 is a Founding Member, as long as it keeps being a Regular Organizational Member 🌟.
Pioneer Members:
- Each Regular Individual Member and each Student Member who joined during the period June 1 - December 31, 1991 gets designated a Pioneer Member 🦋. They keep that designation as long as their Individual Member status is maintained 💜.

Section 5.

The Board of Trustees can establish additional classes and categories of members whenever it wants 🧩.

Section 6.

The Society holds such meetings of its members as the Board of Trustees fixes from time to time 📅.

ARTICLE VI - MISCELLANEOUS 🎀

Section 1.

If the Society dissolves, its assets get distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501(c)(3) of the U.S. Internal Revenue Code, or the corresponding section of any future U.S. Federal Tax Code 🍓.

Section 2.

The Chairman is authorized to set up an Advisory Council made up of a representative from each Founding Member and each Regular Organizational Member 🫶.

Section 3.

The Society's fiscal year is the calendar year 📆. The Society's official monetary unit is the United States dollar 💵.

Section 4.

English is the official language of the Society 🇬🇧✨.

Section 5.

The Society may keep up liaison with other professional societies and similar organizations, wherever they're located, on activities that further the Society's objectives. The terms are whatever the Board of Trustees approves 🤝.

ARTICLE VII - AMENDMENTS 🔥

Section 1.

These By-Laws can be altered, amended, or repealed by the affirmative vote of at least four-fifths of the Board of Trustees then in office 🗳️. That vote happens at a Board meeting, as long as notice of the proposed action is included in the notice of that meeting 📣.

2. Security Considerations 🔐

Documents like this one don't directly affect the security of the Internet's infrastructure or its applications 🦋. Nothing dramatic here, just the Society's paperwork 💅.

3. Author's Address 💌

       Internet Society Board of Trustees
       Internet Society
       12020 Sunrise Vally Drive - Suite 210
       Reston, VA
       USA

       phone: +1 703 648 9888
       fax:   +1 703 638 9887
       email: isoc-trustees@isoc.org

📦 where this page comes from

ietf: rfc2135 1997-04
💖 girlified by claude-haiku-5-5 on 2026-10-17: a language model's rewrite of the original, under its terms