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Bylaws
Articles of Incorporation
Consent in Lieu of Organizational Meeting
Articles of Incorporation of the Internet Law & Policy Forum

The undersigned, in order to form a nonprofit corporation under the Washington Nonprofit Corporation Act, Chapter 24.03 of the Revised Code of Washington, hereby executes the following Articles of Incorporation:

ARTICLE 1. NAME

The name of this corporation is Internet Law & Policy Forum Development.

ARTICLE 2. DURATION

The duration of the corporation shall be perpetual.

ARTICLE 3. PURPOSES AND POWERS

3.1 Purposes

This corporation is organized for the following purposes:

(a) To serve as the preliminary organization for the formation of an international, non governmental organization dedicated to the development of Internet law and policy to foster the growth of Internet business communications and electronic commerce.

(b) To engage in any business, trade or activity which may lawfully be conducted by a corporation organized under the Washington Nonprofit Corporation Act.

This corporation shall have the authority to engage in any and all such activities as are incidental or conducive to the attainment of the foregoing purpose or purposes of this corporation and to exercise any and all powers authorized or permitted under any laws that may be now or hereafter applicable or available to this corporation.

3.2 Limitations

3.2.1 Nonprofit Status

The corporation shall not have or issue shares of stock. The corporation is not organized for profit, and no part of its net earnings shall inure to the benefit of any Director or officer of the corporation, except that the corporation shall be authorized and empowered to pay reasonable compensation to its Directors or officers for services rendered, and to make payments and distributions in furtherance of the purposes of the corporation and subject to the limitations of Section 3.2.2.

3.2.2 Distributions; Dissolution

No Director or officer of the corporation shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation or the winding up of its affairs. Upon such dissolution or winding up, after paying or making adequate provision for the payment of all of the liabilities of the corporation, all the remaining assets of the corporation shall be distributed by the Board of Directors in accordance with a plan of distribution approved by the Board of Directors for a purpose or purposes similar to those set forth in Section 3.1 hereof. Any such assets not so disposed of shall be disposed of by the Superior Court of King County, Washington, exclusively for a purpose or purposes similar to those set forth in Section 3.1 hereof, or to such organization or organizations as said Court shall determine, which are organized and operated for similar purposes.

ARTICLE 4. BYLAWS

The Board of Directors shall have the power to adopt, amend, or repeal the Bylaws of the corporation.

ARTICLE 5. DIRECTORS

5.1 Number

The number of Directors of the corporation shall be determined in the manner provided by the Bylaws and may be increased or decreased from time to time in the manner provided therein.

5.2 Initial Directors

The number of Directors constituting the initial Board of Directors shall be eight. The names and addresses of the persons who are to serve as the initial Directors are as follows:

Ms. Lyn Brown
Government Affairs Senior Advisor
Telus Corporation
32F, 10020-100 Street
Edmonton, AB T5J 0N5 Canada
Tel: (1) 403 498 7328
Fax: (1) 403 498 7322 lyn.brown.@telus.com
Mr. Andrew Konstantaras
Counsel, Visa International
900 Metro Center Blvd.
Foster City, CA 94404 USA
Tel: (1) 415 432 8066
konsta@aol.com or konsta@visa.com
Mr. Andreas Goeckel
Deutsche Telekom
Postfach 2000 D-53105
Bonn, Germany
Tel: (49) 228 18 7328
Fax: (49) 228 181 7396 goeckel@nic.dtdag.de
Mr. John Montjoy
Senior Vice President/General Counsel BBN Corporation
150 Cambridge Park Drive
Cambridge, MA 02140 USA
Tel: (1) 617 873 3480
Fax: (1) 617 873 5011
montjoy@bbn.com
Mr. Peter Harter
Public Policy Counsel
Netscape Communications Corporation 501 East Middlefield Road
Mountain View, CA 94043 USA
Tel: (1) 415 937 3719
Fax: (1) 415 528 4123 pfh@netscape.com
Mr. Vincent Polley
General Counsel, OMNES
5599 San Felipe, Suite 400
Houston, TX 77056-2720 USA
Tel: (1) 713 513 3108
Fax: (1) 713 513 3200 polley@houston.omnes.net
Ms. Janet Henderson
British Telecom
Room 527, Holborn Center
120 Holborn
London, UK EC1 N2TE
Tel: (44) 171 492 2288
Fax: (44) 171 492 2710
janet.henderson@btinternet.com
Mr. Tony Rutkowski
Vice President - Internet Development General Magic
13102 Weathervane Way
Herndon, VA 22071 USA
Tel: (1) 703 471 0593
Fax: (1) 703 471 0596 tony@genmagic.com

ARTICLE 6. MEMBERS

The corporation shall have members. Membership classes, the manner of election or appointment of members, and the qualifications and rights of each class of members shall be as established in the Bylaws of the corporation.

ARTICLE 7. LIMITATION OF DIRECTOR LIABILITY

To the full extent that the Washington Nonprofit Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of Directors, a Director of this corporation shall not be liable to this corporation or its members for monetary damages for conduct as a Director. Any amendments to or repeal of this Article 7 shall not adversely affect any right or protection of a Director of this corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment or repeal.

ARTICLE 8. INDEMNIFICATION

8.1 Right to Indemnification

Each person who was, is or is threatened to be made a named party to or is otherwise involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (hereinafter a "proceeding"), by reason of the fact that he or she is or was a Director or officer of the corporation or, that being or having been such a Director or officer or an employee of the corporation, he or she is or was serving at the request of the corporation as a Director, officer, partner, trustee, employee or agent of another corporation or of a partnership, joint venture, trust, employee benefit plan or other enterprise (hereinafter an "indemnitee"), whether the basis of a proceeding is alleged action in an official capacity as such a Director, officer, partner, trustee, employee or agent or in any other capacity while serving as such a Director, officer, partner, trustee, employee or agent, shall be indemnified and held harmless by the corporation against all expense, liability and loss (including counsel fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such indemnitee in connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to be a Director, officer, partner, trustee, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators. Except as provided in subsection 8.4 of this Section with respect to proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if a proceeding (or part thereof) was authorized or ratified by the Board. The right to indemnification conferred in this Section shall be a contract right.

8.2 Restrictions on Indemnification

No indemnification shall be provided to any such indemnitee for acts or omissions of the indemnitee finally adjudged to be intentional misconduct or a knowing violation of law, for conduct of the indemnitee finally adjudged to be in violation of Section 23B.08.310 of the Washington Business Corporation Act, for any transaction with respect to which it was finally adjudged that such indemnitee personally received a benefit in money, property or services to which the indemnitee was not legally entitled or if the corporation is otherwise prohibited by applicable law from paying such indemnification, except that if Section 23B.08.560 or any successor provision of the Washington Business Corporation Act is hereafter amended, the restrictions on indemnification set forth in this subsection 8.2 shall be as set forth in such amended statutory provision.

8.3 Advancement of Expenses

The right to indemnification conferred in this Section shall include the right to be paid by the corporation the expenses incurred in defending any proceeding in advance of its final disposition (hereinafter an "advancement of expenses"). An advancement of expenses shall be made upon delivery to the corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this subsection 8.3.

8.4 Right of Indemnitee to Bring Suit

If a claim under subsection 8.1 or 8.3 of this Section is not paid in full by the corporation within 60 days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part, in any such suit or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. The indemnitee shall be presumed to be entitled to indemnification under this Section upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, where the required undertaking has been tendered to the corporation) and thereafter the corporation shall have the burden of proof to overcome the presumption that the indemnitee is so entitled.

8.5 Procedures Exclusive

Pursuant to Section 23B.08.560(2) or any successor provision of the Washington Business Corporation Act, the procedures for indemnification and advancement of expenses set forth in this Section are in lieu of the procedures required by Section 23B.08.550 or any successor provision of the Washington Business Corporation Act.

8.6 Nonexclusivity of Rights

The right to indemnification and the advancement of expenses conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or Bylaws of the corporation, general or specific action of the Board, contract or otherwise.

8.7 Insurance, Contracts and Funding

The corporation may maintain insurance, at its expense, to protect itself and any Director, officer, partner, trustee, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Washington Business Corporation Act. The corporation may enter into contracts with any Director, officer, partner, trustee, employee or agent of the corporation in furtherance of the provisions of this Section and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Section.

8.8 Indemnification of Employees and Agents of the Corporation

The corporation may, by action of the Board, grant rights to indemnification and advancement of expenses to employees and agents or any class or group of employees and agents of the corporation (i) with the same scope and effect as the provisions of this Section with respect to the indemnification and advancement of expenses of Directors and officers of the corporation; (ii) pursuant to rights granted pursuant to, or provided by, the Washington Business Corporation Act; or (iii) as are otherwise consistent with law.

8.9 Persons Serving Other Entities

Any person who, while a Director, officer or employee of the corporation, is or was serving (a) as a Director or officer of another foreign or domestic corporation of which a majority of the shares entitled to vote in the election of its Directors is held by the corporation or (b) as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the corporation or a wholly owned subsidiary of the corporation is a general partner or has a majority ownership shall be deemed to be so serving at the request of the corporation and entitled to indemnification and advancement of expenses under subsections 8.1 and 8.3 of this Section.

ARTICLE 9. REGISTERED OFFICE AND REGISTERED AGENT

The address of the initial registered office of this corporation is 1201 Third Avenue, 40th Floor, Seattle, WA 98101-3099, and the name of its initial registered agent at such address is Lawco of Washington, Inc.

ARTICLE 10. AMENDMENTS TO ARTICLES OF INCORPORATION

The corporation reserves the right to amend or repeal any of the provisions contained in these Articles of Incorporation in any manner now or hereafter permitted by law.

ARTICLE 11. INCORPORATOR

The name and address of the incorporator of the corporation are as follows:

Albert Gidari
Perkins Coie
1201 Third Avenue, 40th Floor
Seattle, Washington, USA 98101-3099

DATED: December 17, 1996.


Albert Gidari

CONSENT TO APPOINTMENT AS REGISTERED AGENT

Lawco of Washington, Inc. hereby consents to serve as registered agent in the state of Washington for the following corporation:

Internet Law & Policy Forum Development

Lawco of Washington, Inc. understands that as agent for the corporation, it will be its responsibility to accept service of process in the name of the corporation, to forward all mail and license renewals to the appropriate officer(s) of the corporation, and to notify the Office of the Secretary of State immediately of its resignation or of any changes in the address of the registered office of the corporation for which it is agent.

Dated: December 17, 1996.

LAWCO OF WASHINGTON, INC.



By___________________________

Carolyn J. Mouton,

Its Vice President

Lawco of Washington, Inc.
1201 Third Avenue, 40th Floor
Seattle, Washington 98101-3099
(Name and Address of Registered Agent)


Rule
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