Executive Committee Charter

As amended March 7, 2019

The Executive Committee (the “Committee”) of the Board of Trustees (the “Board”) of The Internet Society (“ISOC”) has the responsibilities, duties, and authority described in this Charter.

I. Purpose

The primary purpose of the Committee is to act on behalf of the Board with respect to the affairs of ISOC when time is of the essence and it is impossible or impractical to convene a meeting of the full Board or conduct an e-vote. The secondary purpose is to advise the Chair of the Board on the affairs of ISOC.

II. Composition

The Committee shall consist of a set Trustees appointed by the Board. The Chair of the Board, the President, the Secretary, and the Treasurer shall serve as ex officio members of the Committee. Only voting Trustees can vote in the Committee, which shall include at least three voting trustees (including ex officio members who are voting Trustees). The Chair of the Board shall serve as the Chair of the Committee.

III. Special Conflict of Interest Rules

None.

IV. Meetings

The Committee shall meet as circumstances dictate.

The Chair of the Board shall chair meetings, or in its absence the Secretary or Treasurer shall do so. Only motions included in the call to the meeting may be voted on. Motions must be approved by a majority of the voting members of the Committee, regardless of the number of members attending a meeting.

V. Responsibilities and Duties

In carrying out its responsibilities, the Committee shall have and may exercise the full authority of the Board, except that it shall not have authority to take any of the following actions:

• Approve amendments to the articles of incorporation or by-laws of ISOC.
• Elect, remove, or fill vacancies of Trustees or officers.
• Hire or fire officers or employees of ISOC.
• Approve or modify the budget of ISOC.
• Approve fundamental and substantial changes in the structure or operations of ISOC, including the addition or elimination of programs of ISOC; mergers or acquisitions; dissolutions; or the sale, pledge, or transfer of all or substantially all of ISOC’s assets.
• Create committees of the Board or amend any charter or resolution of a Board committee previously established by the Board.
• Exercise any power of the Board that has been designated to another Board committee.
• Change or add membership categories or the rights or benefits of members or chapters.
• Perform those actions which, under D.C. law or ISOC’s articles of incorporation or by-laws, expressly require the affirmative vote of at least a majority of Trustees then in office.

All action by the Committee shall be reported at the next board meeting. The board may reconsider any action by the Committee, and act thereon, provided that no such reconsideration shall adversely affect the rights of third parties who have acted in reliance on action of the executive committee taken in accordance with the authority of this charter and the Bylaws.