Bylaws

Bylaws of the Internet Society (ISOC) Philadelphia Area Chapter

(as of July 8, 2010)

Article I. - Name

  1. **This organization shall be called "The Internet Society Philadelphia Area Chapter", (hereafter referred to as the "Chapter")**.
  2. The Chapter may use the ISOC names ("Internet Society" and "ISOC") and associated logos and service marks in its name and in connection with its activities only in accordance with the published guidelines established by ISOC and provided to the Chapter.

Article II. - Purpose and Activities

  1. The general purpose of the Chapter shall be to advance and promote the ISOC Principal Purpose, and the ISOC Principles and Goals which are as follows:

    Principal Purpose of the Internet Society

    (from www.isoc.org)

    Its (ISOC) principal purpose is to maintain and extend the development and availability of the Internet and its associated technologies and applications - both as an end in itself, and as a means of enabling organizations, professions, and individuals worldwide to more effectively collaborate, cooperate, and innovate in their respective fields and interests. Its specific goals and purposes include:

    1. development, maintenance, evolution, and dissemination of standards for the Internet and its internetworking technologies and applications;
    2. growth and evolution of the Internet architecture;
    3. maintenance and evolution of effective administrative processes necessary for operation of the global Internet and internets;
    4. education and research related to the Internet and internetworking;
    5. harmonization of actions and activities at international levels to facilitate the development and availability of the Internet;
    6. collection and dissemination of information related to the Internet and internetworking, including histories and archives;
    7. assisting technologically developing countries, areas, and peoples in implementing and evolving their Internet infrastructure and use;
    8. liaison with other organisations, governments and the general public for coordination, collaboration, and education in effecting the above purposes.

    ISOC Principles and Goals

    (from www.isoc.org)

    • Open, unencumbered, beneficial use of the Internet.
    • Self-regulated content providers; no prior censorship of on-line communications.
    • On-line free expression is not restricted by other indirect means such as excessively restrictive governmental or private controls over computer hardware or software, telecommunications infrastructure, or other essential components of the Internet.
    • Open forum for the development of standards and Internet technology.
    • No discrimination in use of the Internet on the basis of race, color, sex, language, religion, political or other opinion, national or social origin, property, birth or other status.
    • Personal information generated on the Internet is neither misused nor used by another without informed consent of the principal.
    • Internet users may encrypt their communication and information without restriction.
    • Encouragement of cooperation between networks: Connectivity is its own reward, therefore network providers are rewarded by cooperation with each other.
  2. Additionally, without limiting the generality of the Chapter's purpose, the Chapter shall also:
    • engage in a wide range of Internet educational initiatives;
    • promote the expansion of Internet access at all levels of the local community;
    • promote recruitment and job market development in local technology industries;
    • provide forums for professional networking and knowledge sharing;
    • develop and lead initiatives for the expansion of broad community access and infrastructure development;
    • act as an advocate for the best interests of the members and the local Internet user community (to the extent such advocacy does not adversely affect the not-for-profit and charitable tax status of the organization).
  3. The Chapter shall be established as a not for profit organization under the laws of the State of Pennsylvania.
  4. This Chapter will serve persons who live or work in the geographic area which includes (but is not limited to) the states of Pennsylvania, New Jersey, and Delaware, on a non-exclusive basis, with the understanding other chapters may be established in overlapping geographic areas, who live or work in these areas (referred to as the "Geographic Area").
  5. **This Chapter is chartered by the Internet Society. These bylaws neither supersede nor abrogate any of the Bylaws of the Internet Society that regulate chapter affairs.** This Chapter shall conduct all activities in accordance with ISOC Document 94-224 "Policy on the Establishment and Conduct of Chapters of the Internet Society" (and any amendments thereto). To the extent any provisions of these Bylaws conflict with such Document 94-224 (and any amendments thereto) in any matters of the Chapter, such Document (and any amendments thereto) shall govern such matters. This Chapter recognizes that ISOC Chapter policies and guidelines may change, and that if the Chapter is unwilling or unable to follow such guidelines, ISOC may, on written notice, revoke this Charter, and the Chapter must immediately cease any claim of association with ISOC and cease using the name of the Internet Society, its logos and service marks.

Article III. - Membership and Chapter Organizational Bodies

  1. As set forth more specifically within these Bylaws, the main organizational bodies of this Chapter shall be:
    • The General Membership;
    • The Board of Directors (Article IV);
    • The Officers (Article V);
    • The Standing Committees (Article VIII); and
    • The Executive Committee (Article VI)
  2. The Chapter shall be organized as a "member" organization. With the exception of the Executive Committee (in accordance with Article VI hereof), the members shall elect all other Charter leadership, namely, the Officers, Directors, and Standing Committee members, in a manner consistent with these Bylaws. The Chapter may also have various classes of members to be determined by the first elected Board of Directors, or by a committee duly organized or designated for such purpose.
  3. **All members of a Chapter shall also be members of the Internet Society. Membership is not necessary, however, for participation in activities of the society or its chapters.**
  4. **All individuals and organizations falling within the defined scope of the chapter shall be eligible for membership without discrimination.** No one can be denied membership unless the Board of Directors or a committee duly designated or organized for such purpose has determined that such exclusion is warranted for reasons of just cause. Any individual denied membership for whatever reason after such procedures shall be entitled to appeal such denial to the Executive Committee.
  5. **Membership in the Chapter shall be open to all ISOC members in the locality served by the Chapter upon request and payment of any local dues, as determined by the Executive Committee.**

Article IV - Board of Directors

There shall be a Board of Directors of five (5) valid Chapter members which shall oversee the general management of the Chapter. The Board shall elect a "Chair" who shall preside at all meetings of the Board of Directors and carry out any other duties deemed necessary by the Board of Directors.
The role of the Board shall be to:

  1. oversee all activities related to the chapter and ensure adherence to ISOC principles;
  2. establish and monitor the strategic direction of the chapter; and
  3. ensure fiduciary responsibilities of the chapter are met.

The Board shall be permanently comprised of at least three (3) members of the sponsoring organization(s).
The two (2) remaining members of the Board of Directors shall be elected as follows:

  • At the first organizational meeting of the general membership, nominations for the two elected members of the Board of Directors shall be made by the membership, and elections shall take place within a three (3) month period. The term for the two elected seats on the first Board (and each subsequent Board) shall be one (1) year. Such term length may be modified by the Board of Directors with a super-majority (eighty percent [80%] vote of the Board).
  • After the first election of the Board and within six months prior to the expiration of the one year term of the elected Board members, proposed nominations for the new elected Board members shall be made by the Nominating Committee.

The Board shall meet at least six (6) times a year, unless a special meeting is called by the Board Chair which may increase that number of meetings.

Article V - Officers

  1. The Officers of this Chapter shall be:
    1. the President;
    2. the Vice President;
    3. the Secretary; and
    4. the Treasurer.

    With the exception of the Secretary and Treasurer, no one person can hold two officer positions at the same time. In the event of a resignation by an officer of his or her position, the Executive Committee or any other committee designated or organized for such purpose shall designate an officer to hold such position until the next scheduled election. All offices shall have a term of one (1) year. All such offices and term lengths may be modified by the Board of Directors or any other committee duly designated or organized for such purpose.

  2. The Offices set forth in this Article V shall all be elected by the general membership. Such elections shall be held in a manner and at a time deemed appropriate and open to the membership by the Board of Directors or any other committee or organization duly designated or organized for such purpose. Until elections are held, officers shall be appointed by the Board of Directors to serve for a period of not more than six months.

After the election of the first group of officers, such outgoing officers shall be encouraged to collaborate with the incoming officers to ensure an organized transition if deemed appropriate by the Board of Directors. The membership of the Chapter shall be given reasonable notice as to the place, time, and manner of all such elections.

Article VI. - Duties of Officers

  1. President. The President shall be the principal Officer and shall be generally responsible for leading the Chapter and managing its activities in accordance with the policies and procedures of the Internet Society and these bylaws. The President shall be elected by the members, and shall preside at all meetings of the general membership of this Chapter.
    • The President shall also serve as Chair of the Executive Committee (as set forth in Article VII hereof) and any other meeting(s) deemed necessary by the Board of Directors.
    • In accordance with Article IX hereof (Temporary Committees), the President shall appoint temporary committees which are consistent with the purposes of the Chapter objectives and these bylaws; provided such committees' purposes are not in conflict with any of the permanent Standing Committees. In the event of a disagreement in this connection, the Board of Directors shall settle the disagreement in question.
  2. Vice President. The Vice President shall preside at meetings in the absence of the President, and shall perform any duties which are "executive" or "external" in nature as defined by the Board of Directors or the Executive Committee.
  3. Secretary. The Secretary shall keep the minutes of all Chapter and Executive Committee meetings. Other duties of the Secretary include the following:
    • Preparation of the Annual Chapter Report for presentation to the Chapter at the Annual Election Meeting.
    • Preparation of the Chapter's Activity Report and submission of this report to ISOC Headquarters.
    • Notification to ISOC of any changes in the elected Officers and/or Directors of the Chapter.
    • Submission of any proposed amendment to the Vice President of Chapters of ISOC for approval.
    • Reporting to ISOC from time to time as required by ISOC regulations, including an annual activity report (as provided in ISOC Document 94-253) and list of Officers and Directors.
  4. Treasurer. The Treasurer shall collect dues, pay all bills, and maintain the Chapter's financial records. All such records and accounts shall comply with the General Accepted Accounting Principles (GAAP). The Treasurer shall also utilize an accounting software program which enjoys wide acceptance. Duties of the Treasurer shall also include:
    1. Preparation of the Chapter's Annual Financial Report for presentation to the Chapter at the Annual Election meeting in a manner consistent with Article VIII (3) hereof (Standing Committees-Budget and Finance).
    2. **Completion and submission of the Annual Financial Report to ISOC Headquarters.**
  5. Contracts. Contracts shall only be entered into by the Chapter as follows: (i) all agreements must be in writing and duly recorded in the minutes; (ii) all agreements must be within the Chapter's budget as certified in writing by the Treasurer; and (iii) a minimum of two (2) out of the following three (3) officers must act as signatories on behalf of the Chapter for any such agreement or contract to be deemed as binding on the Chapter:
    • the President or the Vice President; and
    • the Treasurer.

    This binding signatory requirement may only be modified by the Board of Directors (or the Executive Committee if so designated by the Board).

  6. Modification of Duties: The duties set forth in this Article for each office are only general in nature, and the Board of Directors or any other committee duly designated or organized for such matters may modify the duties of each officer as it deems appropriate.

Article VII. - Executive Committee

  1. The Chapter shall have an Executive Committee which shall consist of the following individuals:
    • each of the current Chapter Officers for the relevant period: (1) President; (2) Vice President; (3) Secretary; and (4) Treasurer.
    • the immediate past President (if applicable and if available);
    • the chairpersons of each of the three (3) Chapter Standing Committees;
    • up to three (3) other members-at-large. The members-at-large may include past Officers, if applicable.
  2. The President of the Chapter shall serve as the Chair of the Executive Committee. However, other than in the case of the need for a tie-breaking vote, the President shall have no other voting power while serving on the Executive Committee.
  3. All meetings of the Executive Committee shall be open to all members, unless a special meeting has been called in which participation by only Executive Committee members is deemed appropriate by the Chair of the Executive Committee.
  4. The duties of the Executive Committee shall be to (i) oversee all operations of the Chapter; and (ii) oversee the operations of all Officers and Charter committees. These duties may only be modified by the Board of Directors.

Article VIII. - Standing Committees

  1. The Chapter shall have at least three (3) Standing Committees. Only active members of the Chapter shall be permitted to serve on these committees. The Standing Committees of the Chapter may include (but shall not be limited to) the following: (i) a Membership Committee; (ii) a Budget and Finance Committee; and (iii) a Nominating Committee.
  2. The members of each Standing Committee shall designate a Chair for such committee. Each Chair of each Standing Committee shall also serve on the Executive Committee (as provided in Article VII (1)(iii)).
  3. The Budget and Finance Committee shall ensure the accuracy of the accounting of the Chapter's funds for the relevant year period in collaboration with the Treasurer. This Budget and Finance Committee shall also verify the accuracy of the Financial Report prepared by the Treasurer for submission to ISOC. Said Financial Report shall also be reviewed by outside accountants selected by the Budget and Finance Committee prior to submission to ISOC.
  4. The Board of Directors or any other committee designated or organized for such purpose shall have the authority to define the duties and relevant term lengths of the Standing Committees.

Article IX. - Temporary Committees

  1. The President may appoint any number of temporary committees as he or she deems appropriate. The President may also delegate such appointment powers to the Vice President.

Article X - Meetings

  1. **The Chapter shall hold meetings only in places that are open and accessible to all members of the Society.** Meetings shall be held in accordance with applicable accessibility laws for the disabled. Meetings shall be held as planned by the Membership Committee or any other committee duly designated or organized for such purpose.
  2. The Annual Business meeting shall be held at a time deemed appropriate by the Board of Directors or any other committee designated or organized for such purpose. At this meeting, the Financial Report shall be presented. Without limiting the generality of Article V (Officers); VII (Executive Committee); and VIII (Standing Committees), other business conducted at such Annual Meeting may include (but not be limited to) the election of Officers, Directors, and/or Standing Committee members.
  3. **Notices of the place and time of all meetings shall be distributed to all members at least one week prior to any meeting, by Internet mail or by oral, telegraphic, or other written notice, duly served on or mailed.**
  4. The Chapter shall have general membership meetings at least six (6) times per year.

Article XI. - Disbursements and Dues

  1. Disbursements/Expenditures. Disbursements from the Treasury for Chapter expenditures shall be made by the Treasurer. Any other Officer may have such authorization only if approved by the Board of Directors or the Executive Committee. All such expenditures shall be included in the relevant minutes of the general Chapter meeting. Any disbursements outside the budget must be approved by the Executive Committee.
  2. Dues shall be fixed annually by the Executive Committee. The Board of Directors (or a committee designated by the Board of Directors) may establish multiple levels of Chapter membership dues, including but not limited to regular membership dues, and special dues for students, corporations, not-for-profit organizations, and any other category designated by the Board of Directors or any committee designated or organized for such purpose.

Article XII. - Fiscal Year

  1. The fiscal year of the Chapter shall end on June 30th of each year.

Article XIII. - Amendment of Bylaws, Ambiguities, and Voting Procedures

  1. **All proposed changes to these Chapter Bylaws shall have been approved by the Senior Manager, Chapters and individual Memberships before being presented to the Chapter membership for a vote.** In the event of an ambiguity in the interpretation of any provision of these Bylaws, the Board of Directors shall resolve such ambiguity, and the Bylaws shall be amended to reflect such resolution in accordance with ISOC procedures.
  2. No official business of the Chapter, the Board of Directors, the Executive Committee, or any Standing Committee shall be conducted unless a quorum of the relevant body is present, as the case may be. The number of members which represents a "quorum" for each relevant body shall be determined by the Board of Directors or the Executive Committee prior to any such meeting, as the case may be, provided, however a quorum of the general membership must consist of at least ten (10) members.
  3. In the event of any tie votes of the general membership, the President shall act as a tie-breaker.
  4. Unless otherwise specifically provided for in these bylaws, a simple majority of the members of the relevant body (as the case may be), who are present and voting shall be required to carry a motion or nomination.
  5. Officers, Directors, and Standing Committee members shall be elected by a plurality of votes cast. The manner of election shall be determined by the Executive Committee or any other committee duly designated or organized for such purpose and communicated in writing to all members. Such manner may include (but shall not be limited to) voting by electronic mail.

Article XIV. - Dissolution of the Chapter

  1. Dissolution of this Chapter by consent of the members shall consist of unanimous agreement of all its Officers together with a majority vote at a meeting of the members which must be publicized in advance (by at least one week) to all members of the Chapter for the purpose of taking this vote.
  2. Should this Chapter be dissolved, its assets shall be transferred to the Internet Society to be held in escrow and supervised by ISOC Senior Manager, Chapters and individual Memberships.

* * * * END OF BYLAWS * * * *

** Mandatory ISOC Provision