Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
Public Interest Registry
Employer identification number
33-1025119
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
No
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
No
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
No
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
(1)
INTERNET SOCIETY
541650477
07
Yes
Yes
Yes
24,250,000
Total
24,250,000
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public Support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2011.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2010.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2011.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public Support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13
Total support (Add lines 9, 10c, 11 and 12.).
14
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2011 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2010 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2010 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2011.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2010.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2011
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
Public Interest Registry
Employer identification number
33-1025119
Identifier
Return Reference
Explanation
FORM 990, PART VI SECTION A, LINE 1B, INDEPENDENT BOARD MEMBERS:
With the resignation of the CEO, Alexa Raad, effective September 24, 2010, Maarten Botterman stepped in to the Interim CEO role and stepped down as Board Chair. Maarten Botterman was compensated for this role which was effective until February 1, 2011 at which time new CEO Brian Cute joined PIR . Additionally, Maarten Botterman provided consultation services to PIR in its bid to become the registry of the new top level domain .NGO.
FORM 990, PART VI SECTION A, LINE 6, MEMBERS OR STOCKHOLDERS:
The 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).
FORM 990, PART VI SECTION A, LINE 7A, ELECTION OF MEMBERS:
The Internet Society appoints the members of the governing body.
FORM 990, PART VI SECTION A, LINE 7B, BOARD APPROVAL:
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.
FORM 990, PART VI SECTION B, LINE 11, BOARD REVIEW OF THE FORM 990:
The supporting documents for the Form 990 are prepared by the finance team. Once prepared, the Form 990 supporting documents are reviewed by the Vice President of Finance prior to sending to the Independent Accounting Firm. The Independent Accounting Firm will then perform a review of the supporting documents for the Form 990 and prepare the Form 990. The finance team, executive team, Legal Counsel and Treasurer will complete a final review once the 990 is delivered. Once reviewed and finalized, the Form 990 is then presented at a Board meeting for the Board for review. After the Board's review, the Form 990 is filed.
FORM 990, PART VI SECTION B, LINE 12C, CONFLICT OF INTEREST POLICY:
PIR'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.
FORM 990, PART VI SECTION B, LINE 15B, PROCESS TO DETERMINE COMPENSATION:
The CEO compensation was set by the Board who hired a compensation consultant to determine reasonable CEO compensation. Compensation for other Officers and Key Employees is determined by the CEO after review of an independent compensation consultant's report on compensation levels.
FORM 990 PART VI SECTION C, LINE 18, PUBLIC INSPECTION:
The 990 is distributed to Guidestar and is freely available on their website. In addition PIR makes its 990 return available to the general public upon written request.
FORM 990 PART VI SECTION C, LINE 19, PUBLIC AVAILABILITY OF DOCUMENTS:
Public Interest Registry makes these documents available upon request.
Form 990, Part VII,Section B, Comp. of Five Highest Paid Ind. Contractors:
Afilias LTD. (Afilias) provides registry technical services to PIR 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 PIR's domain name abuse policies designed to stop or reduce malware, virus or other activities. Also, Afilias collaborates with PIR on the analysis and discussion of customer and business trends both domestically and internationally. Starting in 2009, PIR 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, PIR'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. PIR found that the fees paid to Afilias would still be within the range of Fair Market Value for the services rendered.
Form 990,Part VII,Supplemental Information Regarding the List of Officers:
Alexa Raad, the President and Chief Executive Officer of the Public Interest Registry submitted her resignation, effective September 24, 2010, to the Board of Directors and her resignation was accepted by the Board at a scheduled Board meeting held August 31, 2010. The current Board Chair, Maarten Botterman, temporarily stepped down as Board Chair to act as Interim CEO. Erik Huizer was elected Board Chair until a new CEO was hired. A Board committee conducted a new CEO search, and on February 1, 2011, Brian Cute joined PIR as the new CEO. Effective February 1, 2011, Maarten Botterman resumed his position as Board Chair. See Schedule F for additional information.
FORM 990 PART XI, LINE 2D, FINANCIAL STATEMENTS AND REPORTING:
The Public Interest Registry issues audited financial statements on a separate basis. Additionally, PIR's financial results are included in a consolidated audited financial statement report issued by the Internet Society, PIR's sole member.
FORM 990, PART XI, LINE 5, OTHER CHANGES IN NET ASSETS:
Unrealized gains $(811,727) Investment expenses 29,807 -------------- Total other changes in Net Assets $ (781,920)
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.