AMENDED AND RESTATED BYLAWS
OF
INTERNET INFRASTRUCTURE COALITION INC.
ADOPTED 11/30/22
ARTICLE I: OFFICES
Internet Infrastructure Coalition Inc. (hereinafter referred to as the Corporation), having its principal office and place of business at 303 W. Broad Street, Richmond, VA 23220, may maintain additional offices at such other places as the Board of Directors (the “Board”) may designate.
ARTICLE II: PURPOSES
The Corporation shall be organized and operated exclusively for any and all purposes within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, or to corresponding provisions of any future United States law (the Code). The Corporation may engage in any lawful act or activity for which corporations may be organized under the general laws of the State of Delaware, except as the same may be limited by Section 501(c)(6) of the Code.
Furthermore, the Corporation shall be organized and operated for the purpose of advocating in favor of the interests of its members. The Corporation’s objectives are to provide education, analysis and advocacy on issues of importance to its members and to pursue any activity in furtherance of the foregoing.
ARTICLE III: MEMBERSHIP
Section 3.1. Membership.
The Corporation’s members shall include companies (including sole proprietors) in the Internet infrastructure industry, including data centers, domain name registrars, web hosting, cloud or related providers, and professional service providers to the Internet infrastructure industry, including attorneys, consultants, educators, and accountants (collectively, “Internet Infrastructure Industry”)
Section 3.2. Approval for Membership.
Entities eligible for membership shall be approved for membership when they are determined by the Board, or a committee as may be delegated by the Board, to be part of the Internet Infrastructure Industry.
Section 3.3. Membership Termination or Suspension.
Membership shall be terminated upon resignation, expulsion or expiration of a term of membership. No member shall be expelled or suspended except by action of the Board, provided that such member is provided with at least twenty (20) days prior written notice of the meeting of the Board at which the matter would be considered.
Section 3.4. Membership Dues.
Annual dues shall be established by the Board.
ARTICLE IV: BOARD OF DIRECTORS
Section 4.1. Power of the Board.
The business and affairs of the Corporation shall be managed by the Board. The records of the Corporation shall at all times be open to inspection or verification by the Board. The Board shall have full authority to effectuate the objects and purposes of the Corporation, and shall have final power to interpret these Amended and Restated Bylaws of Internet Infrastructure Coalition Inc. (the “Bylaws”).
Section 4.2. Composition of the Board of Directors.
The Board shall be comprised of no fewer than three (3), and no more than twenty-five (25) directors (each a “Director”). Unless otherwise expressly set forth herein, each Director shall have one vote as provided in Section 4.8. The Executive Director of the Corporation (the “Executive Director”) shall be a Director of the Board.
The Board shall designate a membership committee (“Membership Committee”) which shall submit nominees for election to the Board at the Annual Meeting (as defined in Section 4.9). The Membership Committee shall make every effort to ensure that members of the Board reflect a diversity of skills and attributes, including professional experience and geographic locations. The Board shall also endeavor to recruit Directors from a range of companies within the Internet Infrastructure Industry including from businesses with annual revenues below twenty-five million dollars ($25,000,000.00).
Section 4.3. Election and Term of Directors.
All Directors shall, in the conduct of the affairs of the Corporation, owe a duty of good faith and loyalty to the Corporation. At each Annual Meeting of the Board, the Directors shall elect new Directors as provided herein. Except as otherwise provided in Section 4.5 and 4.6, each Director shall hold a term of three (3) years from the date such Director was appointed at the Annual Meeting of the Directors. Each Director may stand for re-election for one additional three (3) year term following the expiration of his or her initial term. No Director shall have a term in excess of six (6) consecutive years, with the exception of the Executive Director and except as provided in Section 4.5 below.
Section 4.4. Initial Directors. The initial Directors of the Corporation shall be those named in the organizational minutes of the incorporator. All initial Directors of the Corporation shall have full voting rights for the length of their terms on the Board.
Section 4.5. Vacancies and Newly-Created Directorships.
Newly-created directorships, resulting from an increase in the number of Directors, and vacancies occurring in the Board for any reason may be filled by a majority vote of the Directors at any annual or special meeting where there is Quorum (as defined in Section 4.8). A Director voted by the Board to fill a vacancy shall hold office until the next Annual Meeting. A Director who fills a vacancy shall be entitled to stand for election and re-election for his or her own terms notwithstanding that such Director may be in office for more than six (6) years as a result of filling the vacancy. There shall be no requirement to fill a vacancy existing for any reason, provided that at least three (3) Directors are on the Board at all times.
Section 4.6. Removal of Directors.
Except as otherwise provided by law, any one or more of the Directors may be removed with or without cause at any time by the affirmative vote of at least two-thirds (2/3) of all the remaining Directors entitled to vote. The vacancy caused by a removal of a Director shall be governed by Section 4.5.
Section 4.7. Resignation.
Any Director may resign at any time upon written notice to the Chair of the Board (the “Chair”) or to the Executive Committee in the case of resignation by the Chair. Such resignation shall take effect at the time specified in the notice, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective. If no effective date for resignation is provided, such resignation shall be effective upon acceptance of the notice as determined by the Chair.
Section 4.8. Quorum of Directors and Action by Board.
Unless a greater proportion is required by law or the Corporation’s Articles of Incorporation (the “Articles of Incorporation”), a majority (i.e., greater than one-half) of the Directors entitled to vote shall constitute a quorum (“Quorum”) for the transaction of business. Further, except as otherwise provided by law, the Articles of Incorporation or these Bylaws, the action of a majority of the Directors present at a meeting with Quorum shall constitute the action of the Board. Each Director having voting rights as set forth herein shall have one vote. Proxy voting by Directors is not permitted. If approved at a meeting of the Board, the Directors may authorize electronic voting on the matters on which electronic voting is authorized.
Section 4.9. Meetings of the Board.
An annual meeting of the Board of Directors shall be held each year, at such time and place as shall be fixed by the Board (the “Annual Meeting”), for the transaction of such business as may properly come before the Board.
Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time: (i) whenever called by the Chair or Vice Chair (as defined in Section 4.12) upon the occurrence of extraordinary circumstances or (ii) by a majority of the Board, in all other cases. Unless otherwise restricted by the Articles of Incorporation, members of the Board may participate in a meeting virtually if all persons participating in the meeting can communicate with each other. Participation in a meeting by these means constitutes presence in person at the meeting.
Section 4.10. Location of Meetings of the Board.
Meetings of the Board may be held at any place in and out of the State of Delaware as may be fixed in the notice of meeting for regular or special meetings.
Section 4.11. Notice of Meetings of the Board.
Written notice of regular and annual meetings of the Board shall not be required. Written notice of special meetings of the Board shall state the date, place and hour of the meeting and shall be given not less than three (3) days or more than forty-five (45) days prior to the date of the meeting. A notice, or waiver of notice, need not state the business to be transacted at, or the purpose of, any regular or special meeting of the Board.
Notice of a meeting of the Board need not be given to any Director who (i) signs a waiver of the notice which is filed with the records of the meeting, or (ii) is present at the meeting.
Section 4.12. Election of Board Leadership.
The Board leadership shall consist of the Chair, the Vice Chair and the Past Chair as defined and set forth herein. The Board shall annually elect a “Vice Chair” at the Annual Meeting who shall serve a one (1) year term, following which the Vice Chair shall automatically become the Chair of the Board, absent any Board action to the contrary. The Board may choose to elect either the “Chair” or “Vice Chair” to a second one (1) year term unless that Director has reached the end of their available Director term. However, in the event such Director has less than one year remaining on their Director term, such additional “Chair” or “Vice Chair” term shall end concomitantly with the end of the Director term.”
Following the expiration of the Chair’s term, the Vice Chair shall assume the role of Chair and the former Chair shall, absent Board action to the contrary, automatically assume the role of immediate Past Chair (“Past Chair.”) The Past Chair shall serve as an advisor of the Corporation and to the extent that the Past Chair remains a Director, as a member of the Executive Committee, for a term of one (1) year. In the event that the Past Chair is no longer a Director, the current Membership Committee Chair will assume the same responsibilities as part of Board leadership.
Section 4.13. Action by Directors without a Meeting.
Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a unanimous written consent which sets forth the action is (i) signed by each member of the Board, or consented to by email, and (ii) filed with the minutes of proceedings of the Board.
Section 4.14. Authority at Meetings.
Unless otherwise specified in these Bylaws, Robert’s Rules of Order shall be the parliamentary authority for the conduct of all meetings of the Board, committees and other groups organized by the Board. An executive session can be called by the Chair, or in the Chair’s absence by the Vice Chair, at any time as long as a Quorum is present (“Executive Session”). At any individual meeting, the Board, or any committee or other group organized by the Board, may suspend the operation of the rules by a two-thirds (2/3) majority vote.
Section 4.15. Compensation.
The Directors shall serve without compensation for their activities as Directors. However, the Board, by resolution, may authorize the payment of reasonable expenses incurred by Directors in the performance of their duties and pursuant to the Corporation’s code of conduct.
Section 4.16. Timing of Board Terms.
All Board terms will be on year-end terms and terminate at the end of their respective calendar year. A full catalog of Board seats, positions and terms can be obtained from the Executive Director ([email protected].)
ARTICLE V: AUTHORITY AND DUTIES OF BOARD COMMITTEES
Section 5.1. Standing Committees of the Board.
The standing committees of the Board shall be (collectively, “Board Committees”):
(a) Executive Committee;
(b) Membership Committee; and
(c) Finance Committee
Section 5.2. Composition of the Executive Committee.
The Executive Committee shall be comprised of the following: the Chair, Vice Chair, Past Chair (to the extent the Past Chair remains a Director), Executive Director, and Treasurer. In the event that one of these individuals cannot serve or is no longer a member or Director of the Corporation then the chair of the Membership Committee (“Membership Chair”) shall take such individual’s place on the Executive Committee. The Board may replace or make changes to the composition of the Executive Committee by majority vote. The Chair and Vice Chair of the Board shall serve as the Chair and Vice Chair of the Executive Committee.
Section 5.3. Authority of the Executive Committee.
Except as otherwise provided in these Bylaws, the Executive Committee serves as the primary governing body of the Corporation and may, between Board meetings, exercise all of the powers of the Board and shall advise on day-to-day operational decisions needing resolution for which direct Board guidance is not practical. The Executive Committee shall report any action taken on behalf of the Board at the next meeting of the Board for ratification. The Board may nullify, by express action, any action of the Executive Committee, but such nullification may not have a retroactive effect.
Section 5.4. Meetings of the Executive Committee.
Meetings of the Executive Committee may be called by the Chair or Vice Chair upon the occurrence of extraordinary circumstances, on three (3) business days’ notice to each member of the Executive Committee. Any action by the Executive Committee requires an affirmative vote of two-thirds of its members.
Section 5.5. Membership Committee.
The Chair shall appoint four members of the Board to the Membership Committee. The Membership Committee shall recommend nominees for Board membership and leadership, and to fill vacancies on the Board, as set forth in Section 4.2. A leadership slate shall be presented to the Board for election. The Membership committee shall also recruit new members and retain current members based on targets set by the Executive Committee.
Section 5.6. Additional Board Committees.
The Board may authorize or direct the appointment of additional committees of the Board to exercise such powers or function as the Board may define (“Additional Committees”). In addition, the Board may appoint a chair (“Committee Chair”) and vice chair (“Committee Vice Chair”) of any Additional Committees, to serve a term of one year, concurrent with the term of office of the Chair of the Board. Any action by any Additional Committee may be taken without a meeting if all members of such committee consent in writing to the adoption of a resolution authorizing the action.
Section 5.7. Presiding Officers.
In the absence of a Committee Chair at any meeting of a committee, the Committee Vice Chair shall preside and if unavailable, the Committee Chair shall name a pro tem, who shall preside.
ARTICLE VI: OFFICERS
Section 6.1. Composition and Election.
Officers of the Corporation shall be the Chair, Vice Chair, Treasurer, and such other officers as the Board may designate from time to time. At least annually, the Board shall elect by majority vote the officers. Each officer shall hold office until removed by a majority vote of the Board, or until his or her successor has been elected and qualified. A person may hold more than one office in the Corporation, but may not serve concurrently as both Chair and Vice Chair of the Corporation. A person who holds more than one office in the Corporation may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law or these Bylaws to be executed acknowledged or verified by more than one officer.
Section 6.2. Vacancies.
Any vacancy that may occur in any office may be filled by the Director receiving a majority vote of the Board.
Section 6.3 Chair and Vice Chair.
The duties of the Chair and Vice Chair shall be as set forth in Exhibit A.
Section 6.5. Agents and Employees.
The Board may appoint agents and employees of the Corporation who shall have such authority and perform such duties as may be prescribed by the Board. The Board may remove any agent or employee at any time with or without cause. Removal without cause shall be without prejudice to such person’s contract rights, if any, and the appointment of such person shall not itself create contract rights. The Board may from time-to-time appoint as advisors, persons whose advice, assistance and support may be deemed helpful to the Board.
Section 6.6. Removal of Officers.
Any officer may be removed by the Board when, in the Board’s judgment, the best interests of the Corporation will be served thereby. Removal of an officer shall be without prejudice to his or her contract rights, if any, provided, however, that the election or appointment of an officer shall not in itself create contract rights.
ARTICLE VII: PUBLIC POLICY POSITIONS OF THE CORPORATION;
POLICY COMMITTEES
Section 7.1. Role of the Board of Directors.
The Board has the sole authority to approve the Corporation’s positions on public policy issues.
The Executive Committee may cause to be reviewed any public policy position of the Corporation in effect and refer such positions to the appropriate policy committee, which shall review the position and recommend to the Board any changes or modifications as may be appropriate.
Section 7.2. Policy Committees.
The Board may authorize a policy committee to focus on certain policy issues (“Policy Committee”).
Section 7.3. Procedures for Policy Approval.
All recommendations for action on public policy issues by the Policy Committee must be forwarded by the secretary of the Corporation, if there is one, or by the Chair if not, to all members of the Board not less than ten (10) days prior to a meeting of the Board.
A two-thirds (2/3) affirmative vote of Directors present and voting shall be required to adopt a policy position at a meeting of the Board with Quorum. A four-fifths (4/5) affirmative vote of Directors present and voting shall be required to permit Board consideration of policy recommendations which have not been submitted to the Directors at least ten (10) days prior to a Board meeting with Quorum.
Section 7.4. Effective Dates of Public Policy Positions.
All public policy positions are effective upon adoption by the Board. The Board may elect to end the Corporation’s support of a public policy position at any time either by direct action or through approval of an annual strategic plan that recommends such termination.
Section 7.5. Record of Action.
The official policy positions of the Corporation shall be made public. A printed copy of all policies in effect shall also be published on the Corporation’s website.
ARTICLE VIII: DISBURSEMENTS
Section 8.1. Check-Signing Authority.
The Treasurer, or the Executive Director at the direction of, or in the absence of, the Treasurer, may authorize disbursements of up to twenty thousand dollars ($20,000) each, or twenty thousand dollars ($20,000) in aggregate to any single individual or entity over a twelve (12) month period. Unbudgeted disbursements in excess of twenty thousand dollars ($20,000) each or in aggregate to any single individual or entity over a twelve (12) month period require pre-approval of both the Executive Director and Treasurer. The Chair may approve in place of the Executive Director or Treasurer in the absence of either party. The Treasurer and Executive Director, or Chair in the absence of either party, shall ensure that (i) the Corporation’s accounts at financial institutions have appropriate protections against unauthorized distributions; and (ii) the Corporation’s internal processes are established to minimize the risk of any unauthorized distribution. The authority granted in this Section 8.1 shall be subject to Board approval as set forth in Section 8.2 below.
Section 8.2. Contract Authority.
Any binding financial commitments on behalf of the Corporation shall require Board approval. The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation to meet general or specific needs or purposes of the Corporation. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depositories as the Board may select. The Board may accept, on behalf of the Corporation, any contribution, gift, bequest or devise for the general purpose or for any special purposes of the Corporation that are granted in compliance with applicable law and the Corporation’s code of conduct and applicable policies.
ARTICLE IX: MISCELLANEOUS
Section 9.1. Fiscal Year.
The fiscal year of the Corporation shall begin January 1 and end December 31 or such other period as may be fixed by the Board.
Section 9.2. Books and Records.
The Corporation shall keep correct and complete books and records of account, the activities and transactions of the Corporation, minutes of the proceedings of the Board and any committee of the Corporation, and a current list of the Directors and officers of the Corporation. Any of the books, minutes and records of the Corporation may be in written form or in any other form convertible into written form within a reasonable time.
Section 9.3. Indemnification and Insurance.
To the fullest extent permitted by the laws of the State of Delaware in effect from time to time, and subject to compliance with any procedures and other requirements prescribed by such laws, any person who is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she (i) is or was a Director or officer of the Corporation or of a predecessor of the Corporation, or (ii) is or was a Director or officer of the Corporation or of a predecessor of the Corporation and is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, shall be indemnified by the Corporation against judgments, penalties, fines, settlements and reasonable expenses, including attorneys fees, actually and necessarily incurred by him or her in connection with such action, suit or proceeding, or in connection with any appeal therein (which reasonable expenses shall be paid or reimbursed in advance of final disposition of any such suit, action or proceeding). Such indemnification shall not apply in any instance where the same is inconsistent with the provisions of the Code applicable to corporations described in Code Section 501(c)(6), or unless the Director acted in willful misconduct or committed fraud against the Corporation. Any indemnification provided herein to a Director shall inure to the benefit of the heirs, executors and administrators of such person. Should the Corporation advance or pay any expenses incurred by a Director subject to indemnification herein, any such advance or payment shall be contingent on the Corporation’s receipt of an undertaking by, or on behalf, of such person to repay such amount if it is ultimately determined that he or she is not entitled under applicable law or these Bylaws to be indemnified by the Corporation.
Neither the amendment nor repeal of this Section 9.3, nor the adoption or amendment of any other provision of the Bylaws or Articles of Incorporation inconsistent with this Section 9.3, shall apply to, or affect in any respect, the applicability of this Section 9.3 with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.
The foregoing right of indemnification and advancement of expenses shall not be deemed exclusive of any other rights of which any officer or Director of the Corporation may be entitled under these Bylaws, agreement, vote of disinterested Directors or otherwise, apart from the provisions of this Section 9.3, both as to action in his or her official capacity and as to action in another capacity while holding such office.
The Board shall cause the Corporation to purchase insurance on behalf of the Directors to cover any liability asserted against and incurred by such person arising out of such person’ s position, whether or not the Corporation would have the power to indemnify such person against that liability under law. Further, the Board may authorize the purchase of insurance on behalf of any officer, employee, or agent of the Corporation or any person serving at the request of the Corporation as an officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan to cover any liability asserted against and incurred by such person arising out of such person’ s position, whether or not the Corporation would have the power to indemnify such person against such liability under law.
The provisions of this Article IX shall be a contract between the Corporation and each person to which this Article IX applies. No repeal or modification of these Bylaws shall invalidate or detract from any right or obligations with respect to any state of facts existing prior to the time of such repeal or modification
If any part of this Article shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.
Section 9.4. Loans.
No loans shall be made by the Corporation to its Directors, officers, employees or agents.
ARTICLE X: AMENDMENTS
Amendments to the Certificate of Incorporation and to the Bylaws shall only be made by a two-thirds (2/3) vote of the Directors of the Corporation.