Board Activities and Meetings
The organizational meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers (the "Corporation") was held at 3:00 p.m., New York time, at the Holiday Inn JFK in New York on October 25, 1998. Of the initial directors of the Corporation, the following were present either in person or by telephone: George H. Conrades, Gregory L. Crew, Esther Dyson, Frank Fitzsimmons, Hans Kraaijenbrink, Eugenio Triana and Linda S. Wilson. Of the initial directors of the Corporation: (i) Geraldine Capdeboscq joined the meeting by phone but was unable to follow the discussion due to insufficient equipment (Ms. Capdeboscq later gave her consent to each of the items set forth in these minutes) and (ii) Jun Murai was absent. Also present at the meeting were Joe Sims and Michael Weinberg of Jones, Day, Reavis & Pogue, Zita Wenzel of the Internet Assigned Numbers Authority and Michael Roberts. After discussion, the following resolutions were unanimously adopted:
RESOLVED, that all of the actions taken by the incorporators of this Corporation, G.A. Ellis and Clint L. Duran, be hereby approved, adopted, ratified and confirmed as the valid and binding actions of this Corporation and that this Corporation shall indemnify and hold such incorporators harmless from any liability incurred by him or her on behalf of this Corporation.
RESOLVED, that the Articles of Incorporation of the Corporation having been filed in the office of the Secretary of State of California on September 30, 1998 are hereby approved, and the agent named therein as the initial agent for service of process is hereby confirmed as the Corporation's agent for service of process.
RESOLVED, that the following persons are elected to the offices indicated, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold their respective offices until their resignation, removal or other disqualification from service, or until their respective successors shall be elected and qualified:
|Interim President and Chief Executive Officer||Michael Roberts|
|Interim Vice President, Interim Chief Financial Officer and Interim Secretary||Zita Wenzel|
RESOLVED, that Esther Dyson is elected as Interim Chairman to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold such office until her resignation, removal or other disqualification from service, or until her successor shall be elected and qualified.
RESOLVED, that the number of persons constituting the Board of Directors of the Corporation be, and it hereby is, increased from 9 to 10.
FURTHER RESOLVED, that Michael Roberts be, and he hereby is, appointed as a director of the Corporation to fill the vacancy created by such increase, to serve for so long as he holds the position of Interim President and Chief Executive Officer of the Corporation.
RESOLVED, that each of the officers of the Corporation is authorized and directed to cause the Corporation to pay the expenses of its incorporation and organization, not to exceed $1,500.
RESOLVED, that there be, and there hereby is, effective immediately, designated a Committee of the Board to be named the "Interim Executive Committee." The members of the Interim Executive Committee will consist of the Interim Chairman of the Board of the Corporation (the "Interim Chairman") and of such other Directors (not less than one) as the Board determines from time to time, each of whom will serve at the pleasure of the Board. The initial members of the Interim Executive Committee, in addition to the Interim Chairman, shall be Gregory Crew, Hans Kraaijenbrink and Michael Roberts. Meetings of the Interim Executive Committee may be called at any time by the Interim Chairman or by not fewer than two other members of the Interim Executive Committee.
FURTHER RESOLVED, that subject to applicable law and the Bylaws, the Interim Executive Committee will have and may exercise all of the powers of the Board in the oversight of the management of the business and affairs of the Corporation, including without limitation financial matters.
FURTHER RESOLVED, that the Interim Executive Committee will keep a written record of all actions taken by it and will report such actions to the Board at the regular meeting of the Board next following the meeting of the Interim Executive Committee at which such action is taken.
RESOLVED, that until Bylaws of the Corporation are adopted, notice of the time and place of all meetings of the Board of Directors of the Corporation will be delivered, personally or by telephone, facsimile or electronic mail, to each director's address as shown on the records of the Corporation at least 48 hours before the time of the holding of the meeting, unless waived by a director.
RESOLVED, that each of the officers of the Corporation be, and they hereby are, authorized to investigate, purchase (unless the cost of the insurance exceeds $60,000 in which case such expenditure shall be approved by the Board or the Interim Executive Committee) and maintain insurance on behalf of any director, officer or agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of the California Nonprofit Public Benefit Corporation Law.
RESOLVED, that each of the officers of the Corporation be, and they hereby are, authorized, empowered and directed to open one or more bank accounts in the name and on behalf of the Corporation in such bank or banks or trust company or trust companies as he may select and to prepare, execute and deliver in the name of and on behalf of the Corporation such documents or instruments as may be necessary to open such account or accounts.
FURTHER RESOLVED, that the officers of the Corporation are authorized to accept donations and other funds on behalf of the Corporation.
FURTHER RESOLVED, that any such depository to which a copy certified by the Secretary or any Assistant Secretary of the Corporation of these resolutions shall have been delivered shall be entitled to rely thereon for all purposes until it shall have received written notice of the revocation or amendment of these resolutions by the Board.
FURTHER RESOLVED, that any form of specific resolution required by any such bank, trust company or other similar institution to establish an account, as appropriately completed and executed by any officer of the Corporation, is hereby adopted, and that the Secretary (or, if there is no Secretary, by an Assistant Secretary) is authorized to certify such resolutions as so completed as having been adopted by this written consent, a copy thereof to be filed with the minutes of the Corporation.
RESOLVED, that the fiscal year of the Corporation shall end on June 30 of each year.
RESOLVED, the Interim President and the Interim Vice President, or either of them, may authorize disbursements of the Corporation's funds in amounts of $10,000 or less for the expenses of the Corporation. In the event a disbursement greater than $10,000 is needed, the Board or the Interim Executive Committee must approve the disbursement, except regarding insurance which is subject to resolution set forth above.
RESOLVED, the Interim President and the Interim Vice President, or either of them, may negotiate a sublease for office space and a transition services agreement with the University of Southern California. Such agreements shall be submitted for approval of the Board or the Interim Executive Committee prior to the Corporation's entering into either agreement.
RESOLVED, that each of the officers of the Corporation is authorized and directed to make such filings and applications required to fulfill such legal requirements as are applicable to the Corporation or its business or to complete the organization of the Corporation.
RESOLVED, that the firm of Jones, Day, Reavis & Pogue be, and it hereby is, retained, on an interim basis, as legal counsel to the Corporation.
RESOLVED, that the officers of the Corporation, and each of them, are hereby authorized and empowered, for and on behalf of the Corporation, to execute and deliver any and all documents, instruments and agreements, and to perform or cause to be performed any and all acts as may, in their or his judgment, be necessary or desirable to accomplish the purposes of the foregoing resolutions and the transactions contemplated thereby and by the agreements therein approved, and any such documents, instruments or agreements so executed and delivered or actions taken by them or any of them shall be conclusive evidence of their or his authority in so doing.
Acting Interim Assistant Secretary