Public Interest Registry

“Public interest registry is a membership corporation and its only member is the internet society (isoc), which is classified as a publicly supported charitable organization under code section 501(c)(3).”

“The internet society appoints the members of the governing body.”

“The following decisions of the governing body are subject to the member's approval: (1) amendment, revocation or repeal of the bylaws; (2) entering into, amending, terminating, assigning, or bringing any legal action with respect to, or waiving any material right under, and agreement or contract with (i) the internet corporation for assigned names and numbers (icann) or (ii) afilias limited; and (iii) payment, contribution or subvention of any amount in excess of $50,000 to any person, entity or organization, charitable or otherwise, other than in connection with the purchase of goods or services received by the corporation.”

“The irs form 990 is prepared and reviewed by an independent accounting firm mcgladrey llp, with subsequent review by the chief financial officer, chief executive officer and legal counsel. Once reviewed and finalized, the form 990 is sent to each board member. Prior to filing, the form 990 is reviewed at a board meeting, with a representative of the independent accounting firm present to address any questions from the board members. Subsequent to the board's review and the resolution of any comments or questions, the form 990 is filed.”

“Public interest registry's conflict of interest policy requires disclosure of any actual or potential conflict of interest on the part of an officer, director, manager, or member of a committee with board-delegated powers. An interested person must disclose the existence of the financial interest, and must disclose all material facts to the board of directors and/or the members of the committee with board-delegated powers concerning the proposed transaction or arrangement. The disinterested members of the board or committee will determine whether a conflict of interest exists, after considering all material facts, and after a discussion with the interested person. The interested person will be required to leave the board or committee meeting while the board or committee discusses the matter and votes on whether a conflict of interest exists. If a board member or a committee member is determined to have a conflict of interest, he or she is required to leave the board or committee meeting while the board or committee discusses, deliberates on, and votes on, the transaction in question.”

“It is the desire of public interest registry to compensate each of its officers and key employees at a level that represents the fair market value of that individual's services, and does not exceed such fair market value, taking into consideration all fringe benefits as well as total cash compensation. Public interest registry has established a compensation committee comprised of various members of its board of directors. In 2013, public interest registry engaged an outside compensation consultant to analyze comparable data relating to the compensation of its ceo, as well as its other officers and key employees. Such compensation assessments are typically conducted by the company every two years with the next study planned for 2015. With regard to the ceo, the consultant is using a comparative survey in the washington, d.c. Metro area, looking at a mix of industries and sizes of organizations, both non-profit and for-profit. The consultant analyzes the compensation received by similarly qualified individuals holding comparable positions at similar organizations. The compensation committee reviewed and analyzed the consultant's report and other independent research and made its recommendation to the board of directors based on those findings. After detailed discussion and deliberation among board members, the recommendation was voted on and accepted by the full board and contemperaneously documented in the minutes of the board meeting. During 2014, compensation for the ceo was based on the 2013 study. Similarly, the ceo participated in the process of setting the compensation of the other officers and key employees, but not his own compensation. For 2013, the ceo reviewed and analyzed the consultant's report and other independent research and approved certain compensation adjustments for certain officers and key employees. During 2014, compensation for the other officers and key employees was based on the 2013 study while also taking into consideration the impact of inflation and compensation adjustments for 2014 based upon formal data sources available for like organizations in the washington, d.c. Metro area. Because of the difference in the level of formal documentation prepared, public interest registry has answered line 15a "yes", and line 15b "no". We are revising our process so that next year, we expect to be able to answer "yes" to both.”

“The 990 is distributed to guidestar and is freely available on their website. In addition public interest registry makes its 990 return available to the general public upon written request. Public interest registry makes these documents available upon request.”

“Afilias ltd. (afilias) provides registry technical services to public interest registry including electronic connection to customers (registrars), to add, modify or delete domain names within the .org database. These services include 24/7, 365 days a year, technical support to registrars, development of registry computer software systems including customer billing, and revenue recognition in accordance with generally accepted accounting principles, (gaap). In addition, afilias provides technical support in implementing public interest registry's domain name abuse policies designed to stop or reduce malware, virus or other activities. Also, afilias collaborates with public interest registry on the analysis and discussion of customer and business trends both domestically and internationally. In 2014, public interest registry entered into an agreement with afilias under which afilias maintains and provides public interest registry with access to a database containing lists of ngos for validation purposes. Additionally, public interest registry entered into a separate agreement with afilias for the development and maintenance of the ongood platform. Starting in 2009, public interest registry commissioned a consultant to determine if the proposed contract extension in discussion with afilias represented a fair market price. The consultant concluded that the fees paid to afilias under the proposed extension were a fair market price. The study was extensive and compared the proposed fees for the services to be rendered to other similar registries that had at least 3 million domain names under management. In early 2012, public interest registry's board initiated an internal update of this study, and again compared the fee structure, including fees that would accrue to afilias as a result of a price increase for domain names. Public interest registry found that the fees paid to afilias are still within the range of fair market value for the services rendered.”

“Public interest registry has 13 volunteers who act as an advisory council for the organization. The council is composed of leaders from a broad spectrum of the noncommercial organizations around the world, and was created to advise on issues ranging from public policy to the introduction of new services. Their perspectives, representing the voice of the global noncommercial community, play a vital role in the long-term success of public interest registry.”

“The public interest registry issues audited financial statements on a separate basis. Additionally, public interest registry's financial results are included in a consolidated audited financial statement report issued by the internet society, public interest registry's sole member.”