1999-11-04 - Board Elections

RESOLVED [99.118], that Esther Dyson is elected as Chairman of the Board 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 [99.119], that Pindar Wong is elected as Vice-Chairman of the Board to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold such office until his resignation, removal or other disqualification from service, or until his successor shall be elected and qualified.

RESOLVED [99.120], that there be, and there hereby is, effective immediately, designated a Committee of the Board to be named the "Executive Committee." The members of the Executive Committee will consist of the Chairman of the Board of the Corporation 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 members of the Executive Committee, in addition to the Chairman, shall be Michael M. Roberts, Pindar Wong, Alejandro Pisanty, and Hans Kraaijenbrink. Meetings of the Executive Committee may be called at any time by the Chairman or by not fewer than two other members of the Executive Committee.

FURTHER RESOLVED [99.121], that subject to applicable law and the Bylaws, the 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 [99.122], that the 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 Executive Committee at which such action is taken.

RESOLVED [99.123], that there be, and there hereby is, effective immediately, designated a Committee of the Board to be named the "Executive Search Committee," responsible for overseeing the search for a Chief Executive Officer and other officers as appropriate.

FURTHER RESOLVED [99.124], that Vinton Cerf be, and hereby is, appointed chair of the Executive Search Committee, and that Jonathan Cohen, Hans Kraaijenbrink, and Alejandro Pisanty be, and hereby are, appointed members of the Executive Search Committee.

RESOLVED [99.125], that Hans Kraaijenbrink be, and hereby is, appointed chair of the Committee of the Board of Directors on Reconsideration, and that Ken Fockler and Amadeu Abril i Abril be, and hereby are, appointed members of the Committee of the Board of Directors on Reconsideration.

RESOLVED [99.126], that Eugenio Triana be, and hereby is, appointed chair of the Committee of the Board of Directors on Conflicts of Interest, and that Rob Blokzijl be, and hereby is, appointed a member of the Committee of the Board of Directors on Conflicts of Interest.

RESOLVED [99.127], that there be, and there hereby is, effective immediately, designated a Committee of the Board to be named the "Audit Committee," responsible for recommending the selection of external auditors to the Board; receiving, reviewing, and forwarding to the Board the annual financial report of the external auditors; and such other matters as may warrant its attention.

FURTHER RESOLVED [99.128], that Linda Wilson be, and hereby is, appointed chair of the Audit Committee, and that Greg Crew and Philip Davidson be, and hereby are, appointed members of the Audit Committee.