Board of Trustees > Board Meetings > Board Meeting No. 127

Board Meeting No. 127

17 December 2015
12:00-12:25 UTC

Agenda

1. Welcome, Apologies and Declaration of Conflicts–B. Hinden (5 mins.)

2. Establishment of a branch office in Middle East–B. Hinden (10 mins.)

PURPOSE: to approve the establishment of a branch office.

PROPOSED RESOLUTION:
Resolution 2015-XX: Approve the establishment of a branch office.

(Note: Passport numbers will be filled in on the version of the resolution presented to the UAE authorities.)

WHEREAS the Board of Trustees of the INTERNET SOCIETY, a non-profit organization duly established under the laws of the District of Columbia, United States of America with registration number 54-1650477 and having its registered office at 1775 Wiehle Avenue Suite 201, Reston, VA 20190, United States of America (hereafter referred to as the “Organization”), has discussed the establishment of a branch office of the Organization in Knowledge Village, United Arab Emirates (“UAE”);

RESOLVED:
1. THAT a branch office of the Organization with the name “INTERNET SOCIETY”, or such other name as is acceptable and approved by the Dubai Creative Clusters Authority (“DCCA”), shall be registered in Knowledge Village, UAE (hereafter referred to as the “Branch Office”);
2. THAT the Organization shall guarantee all financial obligations incurred by the Branch Office;
3. THAT Gregory M. Kapfer, a United States of America national holding passport number XXXXXXXXX, shall be appointed as the manager of the Branch Office (the “Manager”);
4. THAT the Manager shall have power and authority to do and undertake all acts on the Branch Office’s behalf for any transaction, including but not limited to the right to sell, buy, lease, mortgage, assign, rent or dispose of any real property, the right to execute, accept, undertake and perform all contracts in the Branch Office’s name, the right to initiate, defend, commence or settle legal actions on behalf of the Branch Office and the right to retain any accountant, attorney or other adviser deemed necessary to protect the Branch Office’s interests relative to any of the foregoing powers;
5. THAT the Manager shall have the power and authority to open, operate and close bank accounts in the name of the Branch Office and register his signature as authorized bank account signatory with the relevant financial institutions;
6. THAT the Manager shall have the power and authority to sign bank mandates, checks drawn on any account opened in the name of the Branch Office at any bank for the purpose of operating the Branch Office and to endorse on behalf of the Branch Office any checks, drafts or other negotiable instruments which he may deem necessary or proper in relation to the affairs of the Branch Office’s business;
7. THAT the Organization shall execute a power of attorney in favor of the Manager in the form of the draft tabled at the meeting;
8. THAT the Organization shall appoint any one of the following partners and associates of Taylor Wessing (Middle East) LLP, of Rolex Tower, 26th Floor, Shaikh Zayed Road, P.O. Box 33675, Dubai, UAE namely:

  • Mark Fraser, a British national holding passport number XXXXXXXXX; or
  • Jerry David Parks, a British national holding passport number XXXXXXXXX; or
  • Benjamin James Constance, an Australian national holding passport number XXXXXXXXX; or
  • Ronnie Rifai, an American national holding passport number XXXXXXXXX; or
  • Marie-Edwige Audrey Blanche Borye, a French national holding passport number XXXXXXXXX; or
  • Madeleine Herkes, a British national and holder of passport number XXXXXXXXX; or
  • Julia Ofer, a German national holding passport number XXXXXXXXX; or
  • Elsayed Gaber Afity Zineldin, an Egyptian holding passport number XXXXXXXXX; or
  • Thenjiwe Pamela Macanda, a British national holding passport number XXXXXXXXX;

acting jointly or individually (hereinafter called the “Attorney”) to act on behalf of the Organization as its true and lawful attorney and to do and/or execute all or any of the acts and things hereinafter mentioned for and in the name of the Organization (and/or the Branch Office) and on its behalf, namely:

8.1 to act as the Organization negotiator/legal representative in Dubai and the UAE, and to represent the Organization in all negotiations, discussions and dealings with the DCCA in relation to the establishment, registration and licensing the Branch Office, and the obtaining and renewal of such other approvals, permits, licenses, certificates and consents as may be necessary to maintain the Branch Office in good standing with the relevant local and/or federal authorities in Dubai and the UAE, and to obtain and renew from time to time all such work permits and residence visas and other permits as may be required for employees of the Branch Office and their families and for visitors of the Branch Office;

8.2 to conclude, sign and execute on behalf of the Organization any contracts, forms or documents in connection with the establishment of the Branch Office following such negotiations with the above authorities including but not limited to lease agreement, personnel secondment agreement, and to pay all fees, and expenses relating to the Branch Office and obtain a good receipt therefor;

8.3 to procure its registration as an authorized signatory of the Branch Office with all federal and local governmental or other authorities including service providers (Etisalat, DU, DEWA, etc…);

8.4 to represent the Organization and/or Branch Office in all negotiations, discussions and dealings with the DCCA, the Department of Economic Development of the Government of Dubai, the Dubai Municipality, the UAE Ministry of Economy & Commerce, the Dubai Chamber of Commerce & Industry, a UAE Notary Public, the Ministry of Labour & Social Affairs, the Department of Immigration, Roads and Transport Authority, a UAE police department, any UAE Port and/or Customs Authority and/or all other local and federal authorities in the UAE and to sign and execute all such application forms, declarations, resolutions and documents of whatever kind as maybe required by the said authorities in relation to any matters as the Attorney may deem fit;

8.5 to conclude, sign and execute any documents of whatever kind pursuant to the laws and regulations of the UAE and the DCCA for the purposes of acquiring such approvals, permits and consents (and renewals thereof) as may be required in connection with the registration, licensing and operation of the Branch Office in the Knowledge Village and to sign and execute all such application forms, agreements, declarations, shareholder resolution and documents relating, but not limited to, the appointment and change of manager or any other officer of the Branch Office, change or cancellation of license, change of name, change of address, liquidation and deregistration of the Branch Office and to vary, change, amend and/or renew such documents, registrations, licenses, permits and authorizations;

8.6 to sign, execute, carry into effect and perform all agreements, contracts or other undertakings entered into by the Organization and/or the Branch Office in normal course of business of the Branch Office with any other person or persons, body or corporation and to vary or rescind the same or any of them;

8.7 to represent the Organization and/or the Branch Office before all courts, committees and tribunals of whatsoever nature, all ministries, departments and other government agencies, all municipalities and other federal and local administrative offices and all authorities in all matters concerning the Branch Office’s affairs and to sign and execute all manner of documents, deeds, and to do and execute all acts and things which may be required by or necessary in the Branch Office’s dealings with any of the foregoing bodies;

8.8 to draw, sign, execute and deliver any notices or demands through the notary public or any other competent authority or officer and whenever necessary to appear before Courts in Dubai or any other emirate in the UAE for the purposes of signing and notarizing powers of attorney in favor of advocates, legal consultants, debt collection agents in connection with any legal proceedings brought or to be brought by or against the Organization and/or the Branch Office before any court or other judicial or quasi-judicial or other governmental or non-governmental tribunal in any part of the UAE or for the purposes of signing and notarizing powers of attorney in favor of any other person for any other purpose as the Attorney shall in his absolute discretion think fit; and

8.9 to appoint and remove at the Attorney’s discretion any substitute or agent under the Attorney (including advocates) and to delegate all or part of the foregoing powers to such person or persons.

9. THAT the Organization shall confirm that the authorized signatory below is empowered to sign on behalf of and bind the Organization.

Signed by:
Robert M. Hinden
Chairman

3. Approval of Power of Attorney–B. Hinden (10 mins.)

PURPOSE: to approve a Power of Attorney for the branch office in UAE.

PROPOSED RESOLUTION:
Resolution 2015-XX: Approve the Power of Attorney  in regards to the branch office in UAE.
RESOLVED that the Board of Trustees approves Gregory M. Kapfer as attorney and general manager of the branch office in UAE as detailed in the Power of Attorney provided to the Board.

Adjournment

All Past Board Meetings

No. 127 (17 December 2015)