Members

The current members of the Executive Committee are (select their name to view their biography on the Internet Society website):

Gonzalo Camarillo, Chair

Richard Barnes

John Levine

Andrew Sullivan, Non-voting Member

Executive Committee Charter

Adopted by the Board 4 May 2021

The Executive Committee (the “Committee”) of the Board of Trustees (the “Board”) of the Internet Society Foundation (the “Foundation”) 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 the Foundation 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 the Foundation.

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. Regular meetings of the Committee shall be called by the Chair. Special meetings may be called by any Committee Member. Notices of Committee meetings shall be sent to all Committee members and must identify the time and place (electronic or physical) of the meeting.

The Chair 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. Authority, Responsibilities and Duties

The Committee shall have the necessary authority and resources to discharge its responsibilities and duties. This shall include the authority to retain special counsel, experts, or consultants as the Committee deems appropriate. The Foundation shall provide for appropriate funds as determined by the Committee for the payment of the fees and expenses of any such special counsel, experts, or consultants as well as all ordinary administrative costs incurred by the Committee and its individual members that are necessary and appropriate in performing their 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 the Foundation.
  • Hire or fire officers or employees of the Foundation.
  • Approve or modify the budget of the Foundation.
  • Approve fundamental and substantial changes in the structure or operations of the Foundation, including the addition or elimination of programs of the Foundation; mergers or acquisitions; dissolutions; or the sale, pledge, or transfer of all or substantially all of the Foundation’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 the Foundation’s articles of incorporation or by- laws, expressly require the affirmative vote of at least a majority of Trustees then in office. The Committee shall maintain minutes of meetings. 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.