ISOC Document 95-064

Title:      Amendments to the By-Laws arising from decision to 
            employ President/CEO
Author(s):  Andrea Ireland, Frode Greisen
Date:       1995.10.24
Body:       Board of Trustees
Document:   95-064
Revision:   
Supersedes: 
Status:     Proposed Amendments
Maintainer: Frode Greisen
Access:     unrestricted
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RESOLVED, that the Bylaws of the Society shall be and hereby are amended as 
follows:

1.   In Article II, Section 1, insert at the end of the last sentence:
     
     , except that the President of the Society shall be an ex officio voting 
	member of the Board of Trustees.

2.   In Article II, Section 2, insert at the beginning of third sentence:

     Except for the president,

     and delete the following from the last sentence:

     a Trustee during the Initial Period of Operations shall not be counted in       
	this computation, except that service as

3.   In Article II, Section 7, insert the following immediately after the 
	words "or by vote at a meeting of the Board, or by the" 
     	Chairman, or by the

     and delete the following:

     or by the Executive Director of the Society

4.   In Article II, Section 10, delete the following:

     and to the Executive Director,

5.   In Article IV, delete Section 1 in its entirety and replace it with the 
	following:

     	The officers of the Society shall, at a minimum, consist of a       
	Chairman, a President, a Treasurer and a Secretary.  Except for the 
	President, who shall be appointed as set forth in Section 4 below, each 
	officer shall be elected for a one-year renewable term by the 
	affirmative vote of at least a majority of the members of the Board of 
	Trustees then in office.  The Chairman shall be selected from among the 
	members of the Board of Trustees who have been elected by the Regular 
	Individual Members of the Society.  A person shall not hold more than 
	one office at the same time.

6.   In Article IV, delete Sections 4 and 5, and replace them with
     the following:

     Section 4.  The Chairman of the Society, with the approval of the 
	affirmative vote of at least a majority of the members of the Board of 
	Trustees then in office, shall have authority to appoint the President 
	of the Society, who shall function as the Society's Chief Executive 
	Officer and shall be responsible for the day-to-day conduct of the 
	Society's activities.  The President shall perform his duties subject to 
	the direction of the Board of Trustees, and for such compensation and on 
	such other terms and conditions as the Board of Trustees shall
	determine.

     Section 5.  The President shall serve ex officio as a voting member of 
	the Board of Trustees.

7.   In Article IV, Section 6, insert the following immediately before
     the beginning of the first sentence:

     Except for the President of the Society, who shall be compensated as 
	determined by the Board of Trustees under Section 4 above,

8.   In Article IV, Section 7, insert immediately before the beginning of the 
	second sentence: 
 
      Except for the President, who may be removed as provided below,

     and insert the following after the last sentence:

     The President may be removed by the vote of a majority of members of the   
	Board of Trustees then in office, and in accordance with the termination 
	provisions of the President's employment contract.

9.   In Article IV, Section 8, insert immediately before the beginning of the 
	first sentence:

     Except for the President, whose duties shall be prescribed by the Board 
	of Trustees under Section 4 above and detailed in an employment 
	contract,

10.  In Article IV, Section 9, substitute "Chairman" for "President" each time 
	it appears.  

11.  In Article VI, Section 2, substitute "Chairman" for "President."