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Consent in Lieu of Organizational Meeting of Board of Directors

Bylaws
Articles of Incorporation
Consent in Lieu of Organizational Meeting

Internet Law & Policy Forum Development, Inc.

The undersigned, being all of the Directors named in the Articles of Incorporation of the Internet Law & Policy Forum Development Inc., a Washington nonprofit corporation, by this instrument in lieu of the organizational meeting of the Board of Directors of this corporation, hereby consent to the adoption of the following resolutions, which resolutions will be deemed adopted when all of the Directors have signed this Consent or a counterpart of this Consent, and waive any notices required by law with respect thereto:

BYLAWS
RESOLVED, that the Bylaws in the form attached to this consent are hereby approved and adopted as the Bylaws of this corporation.
COMPOSITION OF THE BOARD OF DIRECTORS
RESOLVED, that the Board of Directors shall consist of not less than eight (8) Directors nor more than twentyfive (25) Directors.
ELECTION OF OFFICERS
RESOLVED, that the following persons are elected to serve as officers of this corporation, each for a term expiring on his or her death, resignation or removal from office, or the election of a successor to such office:
President
Vice President
Secretary
Treasurer
Andrew Konstantaros
Albert Gidari
Albert Gidari
Albert Gidari
GENERAL BANKING AND SIGNATORY RESOLUTION
RESOLVED:
  1. Any on of the officers of this corporation is hereby authorized to make the following designations: (a) to designate banks in which accounts shall be maintained by such corporation, (b) to designate the persons who shall have authority to sign and the persons who shall have authority to countersign checks, drafts or other orders for the payment of money drawn in the name of this corporation on any and all regular, payroll or other special bank accounts maintained by this corporation, and (c) to designate the persons for whom facsimile signatures may be used in place of their actual signatures and the form of such facsimile signatures.
  2. Any and all banks respectively in which accounts are or shall be maintained by this corporation are hereby authorized and directed to honor checks, drafts or other orders for the payment of money signed and countersigned respectively by the persons and in the manner designated from time to time, including checks, drafts or other orders for the payment of money bearing facsimile signatures authorized by such officers, even if such signatures have been affixed by unauthorized use of the corporation's facsimile signature devices.
  3. Any one of the officers of this corporation is also authorized (a) to revoke the authority of any and all persons theretofore authorized to sign or countersign, (b) to designate additional persons to sign or countersign as aforesaid, and (c) to designate additional persons for whom facsimile signatures may be used in place of their actual signatures and the form of such facsimile signatures.

DATED 12/23, 1996.

Ms. Lyn Brown
Government Affairs Senior Advisor
Telus Corporation

Mr. Andreas Goeckel
Deutsche Telekom

Mr. Peter Harter
Public Policy Counsel
Netscape Communications Corporation

Ms. Janet Henderson
British Telecom

Mr. Andrew Konstantaros
Counsel, Visa International

Mr. John Montjoy
Senior Vice President/General Counsel
BBN Corporation

Mr. Vincent Policy
General Counsel, OMNES

Mr. Tony Rutkowski
Vice President - Internet Development
General Magic



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