Amended and Restated Articles of Incorporation of Public Interest Registry (PIR)
ARTICLE I.
Name
The name of the Corporation shall be Public Interest Registry.
ARTICLE II.
Purposes and Operation
Section 1. Purposes. The Corporation is incorporated under the Pennsylvania Nonprofit Corporation Law of 1988, as amended (“NPCL”). (All references to the NPCL in these Bylaws shall include the corresponding provisions of any subsequent nonprofit corporation law of the Commonwealth of Pennsylvania). The Corporation does not contemplate pecuniary gain or profit, incidental or otherwise. The nature of the activities to be conducted, and the purposes to be promoted by the Corporation exclusively shall be for charitable and educational purposes within the purview of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). (All references to the Code in these Bylaws shall include the corresponding provisions of any subsequent tax laws of the United States).Within the meaning of Section 509 (a)(3) of the Code, the Corporation shall be operated, supervised or controlled by or in connection with the Internet Society (“ISOC”), an organization described in Section 501 (c)(3) and Section 509 (a)(1) of the Code.
Without limiting the generality of the foregoing, the purposes of the Corporation shall be:
(a) To facilitate and support the continuing evolution of the Internet as a research, education and communication infrastructure, and to stimulate the involvement of the non-profit community, and others, in the continuing growth and evolution of the Internet;
(b) To educate the non-profit community and the public at large about technology and the Internet, and to encourage others to do the same;
(c) To stimulate and facilitate effective use of the Internet by non-profit organizations and others;
(d) To take part in the maintenance of a registry of Internet domain names and addresses for Internet users, including non-profit organizations; and
(e) To contribute to, support, and enhance the tax-exempt programs and mission of ISOC, the sole member of the Corporation, for so long as ISOC qualifies as an organization described in Section 501 (c)(3), and Section 509 (a)(1) or Section 509 (a)(2) of the Code; and
(f) To do all things which may be necessary, appropriate or convenient to the achievement of the foregoing purposes and which may lawfully be done by a nonprofit corporation under and pursuant to the laws of the Commonwealth of Pennsylvania and which are not otherwise prohibited by its Articles of Incorporation or these Bylaws.
In connection and consistent with the foregoing, the Corporation is incorporated for the purposes of, and shall be operated for the benefit of, and to carry out the purposes of ISOC for so long as ISOC qualifies as an organization described in Section 501 (c)(3), and Section 509 (a)(1) or Section 509 (a)(2) of the Code, and the Corporation shall be supervised by or in connection with ISOC within the meaning of Section 509 (a)(3) of the Code. The Corporation shall not be controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more Code Section 509 (a)(1) or (2) organizations within the meaning of Section 509 (a)(3)(C) of the Code.
Section 2. Restrictions. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the purposes set forth in Article II, Section 1 hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except to the extent permitted by Section 501(h) of the Internal Revenue Code; and the corporation shall not participate in, or intervene in (whether or not by the publication or distribution of statements), any political campaign on behalf of (or in opposition to) any candidate for public office. Any other provision of these Bylaws to the contrary notwithstanding, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501(a) and Section 501(c)(3) of the Code. These Bylaws shall not be altered or amended in derogation of the provisions of this Section.
Section 3. Termination. Upon the dissolution of the Corporation, the Corporation shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the exempt purposes of the Corporation in such manner or to such organization or organizations operated exclusively for ^charitable purposes. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes. In the event of a sale or dissolution of the corporation, the surplus funds of the corporation shall not inure to the benefit of, or be distributable to, its directors, officers, or other private persons.
Section 4. Offices. The commercial registered office provider of the Corporation shall be: Corporation Service Company located at 2704 Commerce Drive, Harrisburg, Pennsylvania 17110. The Corporation may also have offices at such other places as the Board may from time to time determine.
ARTICLE III.
Sole Member
Section 1. Sole Member. The Corporation shall have a sole member (the “Member”). The Member is the Internet Society, an organization formed under the District of Columbia Nonprofit Corporation Act and an organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
Section 2. Rights of Member. The Member shall have the right to cast the sole and deciding vote with respect to any matter as to which the members of a corporation incorporated under the NPCL have the right to vote, including, without limitation, the right to elect and remove all Directors of the Corporation at any time from time to time. Except as otherwise limited by these Bylaws or the Articles of Incorporation of the Corporation, the Member shall have such additional rights, including, without limitation, the right to authorize an amendment or restatement of the Articles of Incorporation, as are conferred upon the members of a corporation incorporated under the NPCL. In addition to the foregoing, the Member shall have the right to review and approve the following actions of the Corporation, and the Corporation shall not take any such action prior to receiving the written approval of the Member:
(a) Amendment, revocation or repeal of these Bylaws;
(b) Entering into, amending, terminating, assigning, bringing any legal action with respect to or waiving any material right under any agreement or contract with (i) the Internet Corporation for Assigned Names and Numbers (ICANN) or (ii) Afilias Limited.; and
(c) Payment, contribution or subvention of any amount in excess of $50,000 to any person, entity or organization, charitable or otherwise, other than in connection with the purchase of goods or services received by the Corporation.
Section 3. Resignation of Member. In the event that the Member ceases to exist or for any other reason ceases to be a member of the Corporation, the Corporation shall not on that account be dissolved, but its corporate existence shall continue and those rights conferred on the Member pursuant to these Bylaws shall vest in and be conferred upon the Board of Directors.
ARTICLE IV.
Meetings of Member
Section 1. Meetings of Member. The Member shall hold meetings to act on matters pertaining to the Corporation at such times and places as determined by the Member, subject to the provisions of the NPCL.
Section 2. Action by Member Without A Meeting. Except as otherwise provided in the Articles of Incorporation, any action required to be taken at a meeting of the Member may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by the Member entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the Corporation.
ARTICLE V.
Directors
Section 1. Powers. The Board of Directors of the Corporation (the “Board”) shall have general management and control over all of the property, affairs and funds of the Corporation and shall exercise all of the powers of the Corporation, except as otherwise provided by law, the Articles of Incorporation or these Bylaws. The Directors may determine their own duties in addition to those prescribed by the Bylaws, as well as the compensation and duties of all officers, agents, and employees of the Corporation.
Section 2. Composition and Term. The number of Directors constituting the entire Board shall be such number as may be fixed from time to time by the Member, except that the seven (7) initial Directors shall be appointed by the incorporator. The initial Directors appointed by the incorporator shall have a term ending on the first anniversary of the adoption of these Bylaws, but shall otherwise be subject to removal and replacement by the Member. Following the first anniversary of the adoption of these Bylaws, the Directors shall be divided into three classes of approximately equal size, the term of one class expiring each year. At each annual meeting of the Member, the Member shall fix the number of Directors and shall elect for a term of three (3) years the appropriate number of successors to the class whose term is then expiring, and it may also elect additional Directors to other classes to the extent necessary to maintain approximate equality in size among the classes. Directors shall be of full age. Directors may but need not be a citizen of the United States, or a resident of the Commonwealth of Pennsylvania.
Section 3. Compensation. The Directors shall not receive any compensation (apart from reimbursement of reasonable and necessary expenses incurred in the attendance at Board meetings) for their services rendered to the Corporation, but this shall not preclude reasonable compensation for services rendered to the Corporation by a Director in some other capacity approved by the Board.
Section 4. Tenure. Each Director shall hold office for the term of the class to which he or she is elected and until his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified.
Section 5. Resignation and Removal. A Director may resign by delivering his or her resignation in writing to the Corporation at its principal office or to the President or the Secretary of the Corporation. Such resignation shall be effective upon its receipt or upon such date (if any) as is stated in such resignation, unless otherwise determined by the Board. A Director may be removed from office at any time with or without cause at any time from time to time by the Member
Section 6. Vacancies. Any vacancy in the Board, including a vacancy resulting from the enlargement of Board, may be filled by the Member. Each such Director elected to fill a vacancy for the unexpired term of the Director whom he replaced shall hold office until a successor is elected and qualified, or until his or her earlier death, resignation or removal. The Directors shall have and may exercise all of their powers notwithstanding the existence of one or more vacancies in their number.
Section 7. Liability of Directors.
(a) No person who is or was a Director of this Corporation shall be personally liable for monetary damages for any action taken, or any failure to take any action, as a Director unless:
(i) the Director has breached or failed to perform the duties of her or his office as set forth in appropriate sections of the NPCL; and
(ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
(b) This provision of the Bylaws shall not apply to:
(i) the responsibility or liability of a Director pursuant to any criminal statute; or
(ii) the liability of a Director for the payment of taxes pursuant to local, state or federal law.
(c) If the NPCL hereafter is amended to authorize the further elimination or limitation of the liability of Directors, then the liability of a Director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended NPCL.
ARTICLE VI.
Board of Directors’ Meetings
Section 1. Conduct of Meetings. The Chairman of the Board shall preside as Chair at all meetings of the Board and the Secretary shall keep minutes and report to the Board at its next regular meeting or when required.
Section 2. Reorganizational Meeting. The first meeting of each newly constituted Board (the reorganizational meeting) may be held at the same place and immediately after the meeting at which Directors were elected and no notice need be given to the newly elected Directors in order to legally constitute the meeting for the election of officers and the conduct of other business; or it may convene at such time and place as may be fixed by the consent or consents in writing of all the Directors for the same purposes.
Section 3. Regular Meetings. Regular meetings of the Board shall be held at such time and place as shall be determined from time to time, by resolution of the Board. Notice of each regular meeting of the Board shall specify the date, place and hour of the meeting and shall be given to each Director at least seven (7) days before the meeting either personally or by mail, telephone, electronic communication or telegram.
Section 4. Special Meetings. Special meetings of the Board may be called by the President or Chairman or by two or more Directors on 24 hours notice to each Director, either personally or by mail or by telegram. Special meetings shall be called by the Chairman or President in like manner and on like notice on the written request of a majority of the Directors. Notice of a special meeting of the Board shall specify the date, place and hour of the meeting. Unless required by statute or these Bylaws, the notice need not state the nature of the business to be conducted at the special meeting.
Section 5. Quorum. At any meeting of the Board, a majority of the Directors then in office shall constitute a quorum. Each Director shall have one vote. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
Section 6. Action by Directors Without A Meeting. Any action which may be taken at a meeting of the Directors of the Corporation may be taken without a meeting if consent or consents in writing setting forth the action so taken shall be signed by all of the Directors and shall be filed with the Secretary of the Corporation.
Section 7. Representative of Member. The Member shall be entitled to designate a representative to attend all meetings of the Board and its Committees. The Corporation shall ensure that such representative is provided with notice of all meetings of the Board and its Committees, as well as all communications, reports, updates, financial statements, minutes, drafts, summaries, documents and other materials provided to any of the Directors in their capacity as Directors or members of any Committee (collectively “Board Materials”), in each case no later than the time such Board Materials are provided to the relevant Directors. The representative shall maintain the confidentiality of such Board Materials to the extent they are maintained as confidential by each Director; provided that the representative shall be entitled to disclose such materials and provide copies thereof to the board of directors and officers of the Member and its professional advisors to the extent reasonably necessary. Such representative may be excluded from portions of any meeting of the Board or a Committee solely to the extent that the presence of such person would cause the Corporation to waive the attorney-client privilege with respect to a matter then the subject of a bona fide dispute between the Member and the Corporation.
ARTICLE VII.
Committees
Section 1. Executive Committee.
(a) The Board, by resolution adopted by the affirmative vote of at least two-thirds of the Directors then in office, may designate two or more Directors to constitute an Executive Committee. Each Director serving on the Executive Committee shall serve until her or his successor is chosen at the next reorganizational meeting of the Board.
(b) The Executive Committee, to the extent provided in the resolution, shall have and exercise the powers of the Board when the Board is not in session, except that the Executive Committee shall not have any power or authority as to the following: (i) the amendment or repeal of any resolution of the Board; or (ii) action on matters committed by these Bylaws or resolution of the Board to another committee of the Board.
(c) The affirmative vote of a majority of the Directors then in office may terminate the Executive Committee.
(d) Prior to each reorganizational meeting of the Board, the Executive Committee shall nominate a slate of candidates for election as officers of the Corporation and shall present such slate of candidates to the Board at its reorganizational meeting.
Section 2. Other Committees of Directors. The Board may, by resolution adopted by a majority of the whole Board, designate one or more other committees. Each committee shall consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified Director at any meeting of the committee. Any such committee to the extent provided in such resolution or in the bylaws, shall have and exercise the authority of the Board in the management of the business and affairs of the Corporation; provided, however, that no such committee shall take actions reserved to the Board or to the Executive Committee. In the absence or disqualification of any Director on such committee or committees, the Committee member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another Director of the Corporation to act at the meeting in the place of any such absent or disqualified Director.
Section 3. Committee Meetings.
(a) The Executive Committee and any other committees (collectively the “Committees”) shall hold meetings as necessary or desirable for the purpose of transacting such business as may properly come before the meeting. The Secretary shall keep minutes at all meetings of the Committee and report to the Board at its next regular meeting or when required.
(b) Regular meetings of the Committees shall be held at such time and place as shall be determined from time to time, by resolution of the Committees. Notices of regular meetings of the Committees shall specify the date, place and hour of the meetings and shall be given to each Director on the Committee at least 24 hours before the meetings either personally or by mail or telegram.
(c) Special meetings of the Committees may be called by the President or the Chairman on 24 hours notice to each Director on such Committee, either personally or by mail or by telegram. Special meetings shall be called by the Chairman or President in like manner and on like notice on the written request of two (2) Directors on such Committee. Notices of special meetings of the Committees shall specify the date, place and hour of the meetings. Unless required by statute or these Bylaws, the notices need not state the nature of the business to be conducted at the special meetings.
(d) At least a majority of the Directors entitled to vote at meetings of the Committees shall constitute a quorum for the transaction of business, and the acts of a majority of the Directors present at meetings at which a quorum is present shall be the acts of the Committees.
ARTICLE VIII.
Officers
Section 1. Qualification and Election. The officers of the Corporation shall be elected by the Board from time to time and shall, at a minimum, include a Chairman, President, Secretary and Treasurer. The Chairman, the President and the Secretary shall be natural persons of full age. The Treasurer may be a corporation but, if the Treasurer is a natural person, the Treasurer shall be a person of full age. A person may hold more than one office.
Section 2. Term. The officers of the Corporation shall hold office until their resignation, removal or until their successors are chosen and qualified. Any officer or agent elected or appointed by the Board may be removed by the Board whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board. An officer may resign by delivering his or her resignation in writing to the Corporation at is principal office or to the Chairman or President of the Corporation. Such resignation shall be effective upon receipt or upon such date (if any) as is stated in such resignation, unless otherwise determined by the Board.
Section 3. Chairman. The Chairman of the Board shall be a Director and shall perform such duties as the Board may assign to him or her.
Section 4. President. The President shall be the chief executive officer of the Corporation, shall have general and active management of the Corporation, shall see that all orders and resolutions of the Board are carried into effect, and shall perform such other duties as the Board may from time to time assign to her or him. The President shall have sufficiently broad authority to enable her or him to carry out her or his responsibilities and she or he shall act as the duly authorized representative of the Corporation whenever appropriate.
Section 5. Secretary. The Secretary or his or her designees shall attend all sessions of the Board and the Committees and shall record all the votes and the minutes. She or he shall give, or cause to be given, notice of all meetings of the Board and the Committees, and shall perform such other duties as may be prescribed by the Board, the Committees or by the President under whose supervision she or he shall be. She or he shall keep in safe custody the corporate seal of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it and, when so affixed, it shall be attested by her or his signature or by the signature of the Treasurer or an Assistant Secretary.
Section 6. Treasurer. The Treasurer or his or her designees shall have the custody of the corporate funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as shall be designated by the Board.
Section 7. Compensation. The officers of the Corporation shall receive such compensation, if any, as determined by the Board.
ARTICLE IX.
Administration
Section 1. Other Officers. The Board may provide for and designate such other officers and assistant officers, including vice presidents, assistant secretaries and assistant treasurers as the needs of the Corporation may require. These officers shall hold their offices for such terms and shall have such authority and perform such duties as, from time to time, shall be specified by the Board.
ARTICLE X.
Indemnification
Section 1. Terms. Except as otherwise provided in these Bylaws, the Corporation shall, to the extent legally permissible and only to the extent that the status of the Corporation as an organization exempt under Section 501(c)(3) of the Code is not or would not be adversely affected thereby, indemnify each person who is, or shall have been, a member, director or officer of the Corporation, or who serves at its request as a member, director or officer of another organization or in a capacity with respect to any employee benefit plan (each such person being herein called a “Person”), against all liabilities and expenses (including judgments, fines, penalties and reasonable attorney’s fees and all amounts paid, other than to the Corporation, in compromise or settlement) imposed upon or incurred by such Person in connection with or arising out of, the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be a defendant or with which he may be threatened or otherwise involved, directly or indirectly, by reason of his or her being or having been such a Person.
Section 2. Ability to Advance Expenses. Expenses incurred by a Person in defending a civil or criminal proceeding may be paid by the Corporation in advance of the final disposition of such action or proceeding, as authorized in the manner provided in Section 3 of this Article, upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that she or he is not entitled to be indemnified by the Corporation as authorized in this Article.
Section 3. Determination of Indemnification and Advancement of Expenses.
(a) The Corporation shall provide no indemnification with respect to any matter as to which such Person shall be finally adjudicated in such action, suit or proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation. Any Person who at the request of the Corporation serves another organization or employee benefit plan in one or more of the above indicated capacities and who shall be finally adjudicated not to have acted in good faith in the reasonable belief that his or her action was in the best interest of such other organization or in the best interest of the participants or beneficiaries of such employee benefit plan shall be deemed not to have acted in such manner with respect to the Corporation. The Corporation shall provide no indemnification with respect to any matter settled or compromised, pursuant to a consent decree or otherwise, unless such settlement or compromise shall have been approved as in the best interests of the Corporation, after notice that indemnification is involved, by (1) a majority vote of a quorum of disinterested Directors, (2) if such quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested Directors so directs, by independent legal counsel representing the Corporation, (3) by such other body as may be provided in these Bylaws, or (4) by the Member.
(b) Indemnification may include payment by the Corporation of expenses in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Person to repay such payment if it is ultimately determined that such Person is not entitled to indemnification under Section 5746 of the NPCL or pursuant to the provisions of Section 3(a) of this Article. Such an undertaking may be accepted without reference to the financial ability of such Person to make repayment.
Section 4. Other Rights of Indemnified Person. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of disinterested Directors or otherwise, both as to action in her or his official capacity and as to action in another capacity while holding such office.
Section 5. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another domestic or foreign corporation, for-profit or not-for-profit, partnership, joint venture, trust or other enterprise against any liability asserted against her or him and incurred by her or him in any such capacity, or arising out of her or his status as such, whether or not the Corporation would have the power to indemnify her or him against such liability under the provisions of this Article.
ARTICLE XI. CONFLICTS OF INTEREST
The Corporation shall adopt a Conflicts of Interest Policy, which shall be in effect at all times.
ARTICLE XII.
Miscellaneous
Section 1. Contracts. The President or Chairman shall be authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation.
Section 2. Depository for Corporate Funds. The funds of the Corporation shall be deposited in its name in a depository or depositories designated by the Board. All checks, demands for money and notes for the Corporation shall be signed by such officer or officers as the Board may, from time to time, designate.
Section 3. Fiscal Year. The fiscal year of the Corporation shall be the calendar year.
Section 4. Seal. The seal of the Corporation shall be circular in form, setting forth the name of the Corporation, the year of its organization and the words “Corporate Seal.”
Section 5. Gifts. The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
Section 6. Waiver of Notice. Whenever any notice of any meeting is required as aforesaid, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 7. Financial Report to Member. The Directors of the Corporation shall present annually to the Member a report, the contents of which are prescribed in Section 5553(a) of the NPCL, a copy of which report shall be filed with the minutes of the annual meeting of Member.
Section 8. Meetings Involving Telephone. One or more Directors may participate in a meeting of the Board or any Committees by means of conference telephone or similar communications equipment, whereby all persons participating in the call can hear each other. Providing all notice requirements for holding the meeting involved have been met, action may be taken at such a telephone meeting to the same extent and in the same manner as if all persons participating were physically present at the same location.
Section 9. Adjournment. If any meeting of the Board or the Committees cannot be organized because less than a quorum of the persons involved is in attendance, those persons in attendance may adjourn the meeting to such time and place as they may determine and it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted, other than the announcement to the meeting at which such adjournment is taken.
Section 10. Benefactors, Sponsors, Advisors and Friends of the Corporation. The Board may from time to time designate certain persons or groups of persons as benefactors, sponsors, advisors, or friends of the Corporation or such other title as it deems appropriate. Such persons shall serve in an associate capacity and except as the Board of Directors designates such persons in such capacity shall have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights and responsibilities.
Section 11. Amendment of Bylaws. These Bylaws may be altered, amended or repealed only by the Member at any regular or special meeting or by a duly authorized written consent.
David Maher
Chairman of the Board of Directors of Public Interest Registry