Board of Trustees > Board of Trustees Resolutions > 2020—2011 Board of Trustees Resolutions
2020—2011 Board of Trustees Resolutions
Resolution 2020-01: Adopt the Board Conflict of Interest policy
RESOLVED, that the Conflict of Interest Policy for Trustees and Board-Designated Officers is adopted, as presented.
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Resolution 2020-02: Approve CEO appointed officers
RESOLVED, that the Board confirms the appointment of Sandra Spector as Chief Financial Officer in 2016,
FURTHER RESOLVED, that the Board authorizes the CEO to appoint officers from time to time as he or she deems necessary.
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Resolution 2020-03: Update the Board Code of Ethics
RESOLVED, that the Board and Officer Code of Ethics is updated by replacing section 3.0 with:
“3.0 Conflict of Interest
All Internet Society Board members must follow the Board’s Conflict of Internet Policy.”
Resolution 2020-04: Update the Nominations Committee Charter
RESOLVED, that the charter of the Nominations Committee is updated by replacing sections II and III, as presented.
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Resolution 2020-05: Update the Elections Committee Charter
RESOLVED, that the charter of the Elections Committee is updated by replacing section II, as presented.
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Resolution 2020-06: Amend the Elections Timetable
RESOLVED, that the board approves amendments to the 2019-2020 ISOC Elections Timetable as presented.
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Resolution 2020-07: Welcome new and rejuvenated Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the following new Internet Society Ethiopia Chapter, and congratulates the rejuvenated Chapters, Internet Society Chapter Belgium and the ISOC Cameroon Chapter.
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Resolution 2020-08: Appoint members of the PIR Board
RESOLVED, that the ISOC Board of Trustees appoints the following individuals to the Board of Directors of the Public Interest Registry for one-year terms commencing with the PIR Board’s 2020 mid-year meeting:
- Jeffrey Bedser
- Narelle Clark
Resolution 2020-09: Accept the 2019-2020 ISOC Nominations Committee report
RESOLVED that the report of the 2019-2020 ISOC Nominations Committee is accepted as presented.
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Resolution 2020-10: Approve the minutes of the 149th Board meeting
RESOLVED, that the minutes of the 149th meeting of the Board of Trustees, held by videoconference on March 13-14, 2020, are approved.
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Resolution 2020-11: Appoint interim officers of the Connected Giving Foundation
WHEREAS the Internet Society is a party to the Equity Purchase Agreement by and among Purpose Domains Direct, LLC, Internet Society, Connected Giving Foundation and Public Interest Registry dated as of November 11, 2019, providing for the sale of Public Interest Registry to Purpose Domains Direct, LLC, a subsidiary of Ethos Capital (the “Transaction”); and
WHEREAS the consummation of the Transaction is subject to certain contractual and governmental approvals; and
WHEREAS upon the consummation of the Transaction, the proceeds of the Transaction will be held by the Connected Giving Foundation, a supporting organization of the Internet Society, as a quasi-endowment for the benefit of the Internet Society; and
WHEREAS the Internet Society has initiated a process of consultation with the community with respect to the certain elements of the governance of Connected Giving Foundation; and
WHEREAS pending the conclusion of that community consultation process, the Internet Society intends to adopt a temporary governance structure for Connected Giving Foundation, with a Board of Directors composed of the officers of the Internet Society, as determined from time to time,
NOW, THEREFORE, BE IT RESOLVED, that, concurrently with the consummation of the Transaction, the Internet Society shall appoint the individuals holding the following officer positions at the Internet Society, to the board of directors of the Connected Giving Foundation, until such time as the community consultation is concluded: Chair, President/CEO; Treasurer; Secretary; and Chief Financial Officer; and
FURTHER RESOLVED, that the Board of Directors of Connected Giving Foundation are instructed to elect the individuals serving as the following officers of the Internet Society, to serve in the same positions of Connected Giving Foundation: Chair, President/CEO; Treasurer; Secretary; and Chief Financial Officer.
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Resolution 2020-12: Approve emergency funding for the Shadowserver Foundation
WHEREAS the Internet Society supports and promotes the development of the Internet as a global technical infrastructure, a resource to enrich people’s lives, and a force for good in society; and
WHEREAS the development of the Internet depends upon the Internet’s constituent networks to collaborate voluntarily in ensuring security for all; and
WHEREAS the Shadowserver Foundation operates critical facilities for enabling such voluntary collaborative security; and
WHEREAS the Shadowserver Foundation has unexpectedly lost essential funding;
NOW, BE IT RESOLVED that the Internet Society Board of Trustees approves the total expenditure of $400,000 in support of operation of the Shadowserver Foundation, to be taken from the Society’s reserve.
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Resolution 2020-13: Challenge to 2020 election results
WHEREAS the Board has received a challenge to the 2020 election results,
RESOLVED, that the Board rejects the challenge.
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Resolution 2020-14: Approve the minutes of the 150th Board meeting
RESOLVED, that the minutes of the 150th meeting of the Board of Trustees, held by videoconference on April 17, 2020, are approved.
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Resolution 2020-15: Establish a Governance Reform Working Group
WHEREAS the Internet Society is a multi-stakeholder nonprofit charitable organization whose mission centers on Internet-related standards, education, access, and policy; and
WHEREAS the Internet Society’s mission is to “to promote the open development, evolution and use of the Internet for the benefit of all people throughout the world”; and
WHEREAS the Board of Trustees that governs the Internet Society’s nonprofit and charitable operations is selected by communities that include Chapters and Organizational Members and the Internet Engineering Task Force; and
WHEREAS the Board of Trustees solicits information and consults with designated permanent and ad-hoc advisory committees whose purpose is to provide informational input to assist the Board of Trustees and the Internet Society as a whole; and
WHEREAS the Chapters Advisory Council Steering Committee has recently considered and continues to consider proposals that would, if enacted consistent with governing state and national law, alter the governance structure of the Internet Society so that its governance would be conducted more directly by the Chapter Advisor Councils and Chapters; and
WHEREAS these proposals if enacted in their draft forms would affect the interests of all the stakeholders represented both directly and indirectly in the current governance structure of the Internet Society; and
WHEREAS these proposals may raise important legal and regulatory compliance issues in the jurisdictions in which the Internet Society conducts its operations, or in the jurisdictions where the Internet Society is a funder or affiliate or otherwise acting as a supporter of projects and work associated with its mission; and
WHEREAS the shift of Advisory Councils to a new governance role may raise conflict-of-interest issues that could require, inter alia, the creation of new Advisory Councils who could operate in a more traditional advisory role; and
WHEREAS proposed changes in Internet Society governance structures will require legal review to ensure that legal and regulatory compliance issues, as well as conflict-of-interest issues, continue to be minimized consistent with applicable legal and fiduciary obligations,
NOW THEREFORE BE IT RESOLVED, that the Board of Trustees of the Internet Society shall designate a Governance Reform Working Group that shall include but not necessarily be limited to members of the Board, members of the Chapters and of the Advisory Councils, representatives of other stakeholder and affiliate groups, including Organizational Members, the Internet Engineering Task Force, ISOC individual members, and SIGs, and, if available, experts representing similarly situated nonprofit charitable organizations who can advise on the questions raised in this resolution; and
FURTHER RESOLVED, that the representatives of the Chapters and the Chapters Advisory Councils shall be nominated for participation in this Working Group, to the extent possible, through proactive democratic engagement with the Chapters’ members; and
FURTHER RESOLVED, that the Governance Reform Working Group shall produce a Report With Recommendations (RWR) that represents a consensus of the Communities who select Trustees to serve on the Internet Society Board of Trustees; and
FURTHER RESOLVED, that, upon being presented with the RWR, the Board of Trustees will engage with legal counsel to conduct a legal and regulatory compliance review of recommendations contained within the RWR and will consider recommendations that meet applicable legal, regulatory, and fiduciary standards.
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Resolution 2020-16: Termination of Equity Purchase Agreement
RESOLVED, that the President and Chief Executive Officer is hereby authorized and empowered to execute and deliver such agreements or other instruments as he may deem necessary or appropriate to terminate the Equity Purchase Agreement by and among the Internet Society, Connected Giving Foundation, and, Public Interest Registry and Purpose Domains Direct, LLC dated as of November 11, 2019.
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Resolution 2020-17: Appoint Heather West to the Board of Trustees
RESOLVED, that the Board appoints Heather West as a Trustee for a term commencing at the 2020 Annual General Meeting and concluding at the 2021 Annual General Meeting.
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Resolution 2020-18: Approve the minutes of the 151st Board meeting
RESOLVED, that the minutes of the 151st meeting of the Board of Trustees, held by videoconference on May 7, 2020, are approved.
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Resolution 2020-19: Create the CEO Succession Planning Committee
RESOLVED, that the Internet Society board establishes a CEO Succession Planning Committee and approves its Charter as presented, and
FURTHER RESOLVED, that the board appoints Mike Godwin as chair of the Committee, Richard Barnes and Gonzalo Camarillo as members of the Committee, and Laura Thomson as an observer. It is the intention of the board that all four will be reappointed as members when the committee is reestablished at the 2020 Annual General Meeting.
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Resolution 2020-20: Appoint a Liaison to the IETF Nominations Committee
RESOLVED, that the ISOC Board appoints Laura Thomson as ISOC Board Liaison to the IETF Nominations Committee for the 2020-2021 term.
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Resolution 2020-21: Welcome new Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the ISOC Comoros Chapter.
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Resolution 2020-22: Accept and convey actionable items to the 2020-2021 Board of Trustees
RESOLVED, the 2019-2020 Board of Trustees accepts as accurate the following Summary of Agreed Board Action Items and, FURTHER RESOLVED, that the Board conveys this Summary to the 2020-2021 Board.
Summary of Agreed Board Action Items
At the close of each Internet Society board year, the outgoing Board of Trustees conveys to the incoming Board a list of priorities which, based on its knowledge and experience, are crucial for the continued success of the organization. Now at the close of its term, the 2019-2020 Board conveys the following priorities to the 2020-2021 Board:
- Support the Governance Reform Working Group so that Internet Society communities may provide input to the Board on governance matters;
- Support the CEO Succession Planning Committee so that the Internet Society has a CEO succession strategy in place at all times;
- Determine a high-level strategy for revenue diversification for the future of the Internet Society and the Internet Society Foundation; and
- Continue to support the projects approved as part of the Internet Society’s 2020 Action Plan.
Resolution 2020-23: Accept the 2019 Independent Auditors Report
RESOLVED, that the 2019 Independent Auditors Report is accepted, in reliance on the PIR 2019 Independent Auditors Report as accepted by the PIR Board on May 13, 2020.
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Resolution 2020-24: Accept the Audit Committee Report
RESOLVED, that the report of the 2019-2020 Audit Committee is accepted.
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Resolution 2020-25: Accept the CEO Succession Planning Committee Report
RESOLVED, that the report of the 2019-2020 CEO Succession Planning Committee is accepted.
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Resolution 2020-26: Accept the Compensation Committee Report
RESOLVED, that the report of the 2019-2020 Compensation Committee is accepted.
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Resolution 2020-27: Accept the Elections Committee Report
RESOLVED, that the report of the 2019-2020 Elections Committee is accepted.
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Resolution 2020-28: Accept the Executive Committee Report
RESOLVED, that the report of the 2019-2020 Executive Committee is accepted.
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Resolution 2020-29: Accept the Finance Committee Report
RESOLVED, that the report of the 2019-2020 Finance Committee is accepted.
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Resolution 2020-30: Accept the Governance Committee Report
RESOLVED, that the report of the 2019-2020 Governance Committee is accepted.
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Resolution 2020-31: Adopt the Board Member Agreement
RESOLVED, that the ISOC Board of Trustees adopts the Board Member Agreement as presented, and requests that each Trustee sign and return a copy prior to the Annual General Meeting, and
FURTHER RESOLVED, that in future years, all newly elected and appointed Trustees will be requested to sign and return a copy of the Agreement prior to the start of their terms.
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Resolution 2020-32: Accept the PIR Nominations Committee Report
RESOLVED, that the report of the 2019-2020 PIR Nominations Committee is accepted.
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Resolution 2020-33: Develop revised fellowship programs
WHEREAS the Internet Society wishes to develop the talents and interest of future leaders to ensure that the Internet is open, globally-connected, trustworthy, and secure; and
WHEREAS the Internet Society staff has prepared a proposal for two Fellowship programs in support of such talent and interest development; and
WHEREAS consultation with the Internet Society community indicated broad general support for those proposals, subject to some adjustments;
NOW THEREFORE BE IT RESOLVED, that the Internet Society staff is directed to begin work on the revised Fellowships programs as previously described, with total expenditures in 2020, including staff costs, not to exceed $300,000, such funds to be redirected from the already-approved budget for 2020 for program spending.
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Resolution 2020-34: Improve individual member engagement
WHEREAS the Internet Society has always included individual members; and
WHEREAS the engagement from Individual Members has been for some years in decline; and
WHEREAS the Internet Society acknowledges the importance of Individual Members; and
WHEREAS the Internet Society staff in 2019 prepared a plan to engage Individual Members in a comprehensive manner;
NOW THEREFORE BE IT RESOLVED that the Internet Society staff is directed to create appropriate strategy, processes, use cases, and pilot systems in order to improve engagement with Individual Members, with total expenditures in 2020, including staff costs, not to exceed $200,000, such funds to be redirected from the already-approved budget for 2020 for program spending.
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Resolution 2020-35: Approve the minutes of the 152nd Board meeting
RESOLVED, that the minutes of the 152nd meeting of the Board of Trustees, held by videoconference on July 2, 2020, are approved.
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Resolution 2020-36: Accept the Summary of Agreed Board Action Items from the 2019-2020 Board of Trustees
RESOLVED, the ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2019-2020 Board of Trustees.
Summary of Agreed Board Action Items
At the close of each Internet Society board year, the outgoing Board of Trustees conveys to the incoming Board a list of priorities which, based on its knowledge and experience, are crucial for the continued success of the organization. Now at the close of its term, the 2019-2020 Board conveys the following priorities to the 2020-2021 Board:
- Support the Governance Reform Working Group so that Internet Society communities may provide input to the Board on governance matters;
- Support the CEO Succession Planning Committee so that the Internet Society has a CEO succession strategy in place at all times;
- Determine a high-level strategy for revenue diversification for the future of the Internet Society and the Internet Society Foundation; and
- Continue to support the projects approved as part of the Internet Society’s 2020 Action Plan.
Resolution 2020-37: Recognition of outgoing Trustees
RESOLVED, that the Board thanks Hans Peter Dittler, Hiroshi Esaki, Glenn McKnight and Sean Turner for their dedication and outstanding service to the Internet Society as members of the Board of Trustees. The Board also thanks Mieke van Heesewijk, who resigned earlier in the year.
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Resolution 2020-38: Appoint a Trustee to the IETF Trust
RESOLVED, that the ISOC Board appoints John as a Trustee of the IETF Trust for a term of two years.
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Resolution 2020-39: Appoint the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints Heather as chair and Maimouna and Mike as members of the committee.
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Resolution 2020-40: Appoint the CEO Succession Planning Committee
RESOLVED, that the Board creates a CEO Succession Planning Committee and appoints Mike as chair and Gonzalo, Laura, Pepper, and Richard as members of the committee. The President serves as a non-voting, ex-officio member of this committee.
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Resolution 2020-41: Appoint the Compensation Committee
RESOLVED, that the Board creates a Compensation Committee and appoints Heather, Mike, Ted, and Walid as members of the committee. Gonzalo (Chair of the Board) serves ex-officio as chair of the committee.
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Resolution 2020-42: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates an Elections Committee and appoints Maimouna as chair of the committee. The President serves as a non-voting, ex-officio member of this committee.
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Resolution 2020-43: Appoint the Executive Committee
RESOLVED, that the Board creates an Executive Committee and appoints the President, Richard (Treasurer), John (Secretary) as members, and Gonzalo (Chair of the Board) who serves as chair of the committee.
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Resolution 2020-44: Appoint the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints George, Gonzalo, Laura, Olga, Pepper, and Ted as members of the committee, along with the President, and Richard (Treasurer) who serves as chair of the committee.
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Resolution 2020-45: Appoint the Governance Committee
RESOLVED, that the Board creates a Governance Committee and appoints John as chair of the committee, and George, Heather, Maimouna, and Pepper as members. The President serves as a non-voting, ex-officio member of this committee.
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Resolution 2020-46: Appoint the chair of the Nominations Committee
RESOLVED, that the Board creates a Nominations Committee and appoints George as chair of the committee.
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Resolution 2020-47: Appoint the PIR Nominations Committee
RESOLVED, that the Board creates a PIR Nominations Committee and appoints Ted as chair of the committee and John, Laura, and Olga as members.
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Resolution 2020-48: Approve dates and locations for 2021 board meetings
RESOLVED, that the board approves the following dates and locations for its meetings in 2021.
- Q1 Meeting: 26-27 March in Cancun
- Annual General Meeting: 31 July-1 August in San Francisco
- Retreat: 11-12 September in Washington DC
- Q4 Meeting: 13-14 November in Madrid
Resolution 2020-49: Approve the minutes of the 153rd Board meeting
RESOLVED, that the minutes of the 153rd meeting of the Board of Trustees, held by videoconference on August 1 – 2, 2020, are approved.
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Resolution 2020-50: Appoint members of the 2020-2021 Nominations Committee
RESOLVED, that Walid Al-Saqaf, Richard Barnes, Olga Cavalli, Michael Godwin, Patrick McManus and Amir Qayyum are appointed to the 2020-2021 ISOC Nominations Committee, chaired by George Sadowsky.
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Resolution 2020-51: Process for electing trustees in the 2021 Organizational Members election
WHEREAS there are two trustees to be elected by the Organizational Members in 2021, and WHEREAS one position is for a term of three years and one for a term of one year,
RESOLVED, that the candidate receiving the most votes in the 2021 Organizational Members election shall be elected as a trustee for three years, and the candidate receiving the second most votes shall be elected as a trustee for one year.
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Resolution 2020-52: Appoint members of the 2020-2021 Elections Committee
RESOLVED, that Laura Thomson, Frieda Lukas, and Lars Steffen are appointed to the 2020-2021 ISOC Elections Committee, chaired by Maimouna Diop. The president serves as a non-voting, ex-officio member of the committee.
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Resolution 2020-53: Approve the Elections Timetable
RESOLVED, that the 2020-2021 ISOC Elections Timetable is approved as presented.
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Resolution 2020-54: Reallocate funds for training program development
WHEREAS the COVID-19 pandemic prevented the Internet Society Latin America and Caribbean (LAC) Chapter Workshops for 2020 from happening; and
WHEREAS several LAC Chapters have collectively established a set of requirements for some university-led training for Chapter members with an associated diploma or certificate issued in the name of the offering university; and
WHEREAS the materials for said training are yet to be developed by the selected university; RESOLVED, that the Board of Trustees of the Internet Society directs the Chief Executive Officer or the Chief Financial Officer to direct approved funds for Chapters Workshops, in an amount not to exceed US$20,000.00, to training program development to meet the requirements established by LAC Chapters.
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Resolution 2020-55: Appoint George Sadowsky to PIR Nominations Committee
WHEREAS Olga Cavalli resigned from the 2020-2021 PIR Nominations Committee, RESOLVED, that the Board appoints George Sadowsky as member of the committee to fill the vacancy.
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Resolution 2020-56: Appoint Chair and Vice Chair of Governance Reform Working Group
RESOLVED, that the ISOC Board appoints Olga Cavalli as Chair, and Mike Godwin as Vice Chair of the Governance Reform Working Group.
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Resolution 2020-57: Recognize new and rejuvenated Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the Internet Society Bosnia Herzegovina Chapter and congratulates the Internet Society Chile Chapter upon its rejuvenation.
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Resolution 2020-58: Approve the 2021 PIR budget
RESOLVED, that the Internet Society Board hereby approves the 2021 budget of the Public Interest Registry, as presented.
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Resolution 2020-59: Approve the Internet Society 2021 Plan and Budget
RESOLVED, that the Board approves the Internet Society 2021 Plan and Budget as documented in the 2021 Plan submission.
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Resolution 2020-60: Approve funding for the Learning @ ISOC program
RESOLVED that the Board approves the expenditure of $760,200 to fund the Learning @ ISOC program using the remaining from the Reserves.
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Resolution 2020-61: Approve funding for the Individual Membership Program
RESOLVED that the Board approves the expenditure of $200,000 to fund the Individual Membership Program using the remaining from the Reserves.
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Resolution 2020-62: Approve funding for the New Fellowships Program
RESOLVED that the Board approves the expenditure of $260,000 to fund the New Fellowships Program using the remaining from the Reserves.
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Resolution 2020-63: Approve funding for the Content Strategy Implementation
RESOLVED that the Board approves the expenditure of $143,000 to fund the Content Strategy Implementation using a reallocation of funds previously designated for Community & Identity.
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Resolution 2020-64: Approve funding for the Association Management System Replacement
RESOLVED that the Board approves the expenditure of $948,000 to fund replacement of the Association Management System, using a reallocation of $225,000 previously designated for a Strategic Implementation Fund and $723,000 from Reserves.
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Resolution 2020-65: Approve funding for the Tribal Window Program
RESOLVED that the Board approves the expenditure of $443,000 to fund the Tribal Window program using the remaining from the Reserves.
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Resolution 2020-66: Approve a Funding Agreement between the Internet Society and the IETF LLC
WHEREAS the Internet Society (ISOC) has since its creation supported the Internet Engineering Task Force (IETF), and
WHEREAS ISOC in 2018 authorized the creation of the IETF Administration LLC (IETF LLC), and
WHEREAS ISOC has previously agreed to provide funding to the IETF LLC to support the work of the IETF;
RESOLVED, that the ISOC Board of Trustees approves the Funding Agreement between ISOC and the IETF LLC as presented, and
FURTHER RESOLVED, that the ISOC Board of Trustees authorizes the CEO to sign and execute the Funding Agreement.
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Resolution 2020-67: Approve the minutes of the 154th Board meeting
RESOLVED, that the minutes of the 154th meeting of the Board of Trustees, held by videoconference on November 22, 2020, are approved.
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Resolution 2020-68: Approve an Amendment to the IETF Funding Agreement
WHEREAS the Board of Trustees (the “Board”) of the Internet Society, Inc. (“ISOC”) previously approved a Funding Agreement, effective November 16, 2020, to provide funding to IETF Administration LLC for the calendar years 2021 through 2026; and
WHEREAS the parties to the Funding Agreement have determined to amend the Funding Agreement to clarify their intent for each year’s funding pursuant to the terms of the Amendment to Funding Agreement as presented to the Board on 21 December 2020 (the “Amendment),
NOW, THEREFORE, BE IT RESOLVED, that the ISOC Board hereby approves the Amendment; and
FURTHER RESOLVED, that the officers of ISOC be, and each of them hereby is, authorized and empowered to execute and deliver such agreements, instruments, documents and certificates and to pay such expenses as any such officer may deem necessary or advisable to effectuate the purposes and intent of the foregoing resolutions.
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Resolution 2019-01: Approval of PIR’s execution of ICANN 6th Middle East DNS Forum sponsorship agreement
RESOLVED, that the Board of Trustees of the Internet Society approves PIR’s execution of the ICANN 6th Middle East DNS Forum sponsorship agreement as presented.
Resolution 2019-02: Approval of the 2019 Internet Architecture Board slate
RESOLVED, that the 2019 Internet Architecture Board slate, consisting of the following individuals, is approved:
- Jari Arkko
- Stephen Farrell
- Wes Hardaker
- Zhenbin Li
- Mark Nottingham
- Jeff Tantsura
FURTHER RESOLVED, that the Internet Society Board of Trustees thanks the IETF Nominations Committee and its Chair, Scott Mansfield, for their time and hard work.
Resolution 2019-03: Update the Board Travel Policy
RESOLVED, that the Travel Policy for Trustees is updated by replacing the “Other Travel” section with text as presented.
Resolution 2019-04: Approve Strategic Implementation Fund and Technology Systems Alignment
WHEREAS the CEO has requested a Strategic Implementation Fund in the amount of USD 1 million for specific improvements in the areas of Internet Society community outreach, operations, fellowships and human resources; and
WHEREAS the CEO has also requested funding in the amount of USD 710,000 for Technology Systems Alignment which will enable the Internet Society to align its information technology eco-system more closely to the key open standards championed by ISOC and the IETF; and
WHEREAS the Board agrees with the CEO that the Multi-Stakeholder Project should be suspended and acknowledges that the remaining funds designated for the Project, together with an anticipated 2019 budget surplus, will amount to approximately USD 1 million,
RESOLVED, that the Board approves the Strategic Implementation Fund and the Technology Systems Alignment as presented; and,
FURTHER RESOLVED, that the Board designates that funding in the amounts requested for both of these activities are to be drawn from the remaining Multi-Stakeholder Project budget, the anticipated 2019 budget surplus, and that the balance of the total is to be drawn from the Internet Society’s net asset reserves.
Resolution 2019-05: Amend the ISOC By-laws
RESOLVED that the board adopts the amendments to the ISOC By-laws, as presented.
Resolution 2019-06: Accept the 2018-2019 ISOC Nominations Committee report
RESOLVED that the report of the 2018-2019 ISOC Nominations Committee is accepted as presented.
Resolution 2019-07: Accept the 2018-2019 PIR Nominations Committee report
RESOLVED that the report of the 2018-2019 PIR Nominations Committee is accepted as presented
Resolution 2019-08: Appoint members of the PIR Board
RESOLVED, that the ISOC Board of Trustees appoints the following individuals to the Board of Directors of the Public Interest Registry for three-year terms commencing with the PIR Board’s 2019 mid-year meeting:
- Keith Davidson
- Lise Fuhr
- Gregory Kapfer
Resolution 2019-09: Revision of Committee Charters
RESOLVED, that the revised committee charters as proposed are accepted.
Resolution 2019-10: Approve PIR’s dissolution of Enset
WHEREAS the Public Interest Registry Board of Directors has recently resolved that Enset, its wholly owned registrar, should dissolve as a legal entity and pursue such a dissolution with the Commonwealth of Pennsylvania; and
WHEREAS approval of the Internet Society Board of Trustees is required for the Public Interest Registry to create or dissolve a corporate entity,
RESOLVED, that the Internet Society Board of Trustees hereby approves the dissolution of Enset.
Resolution 2019-11: Amend the PIR bylaws
WHEREAS the boards of the Public Interest Registry and of the Internet Society desire to clarify and simplify ISOC’s rights to approve PIR’s agreements and contracts,
RESOLVED, that the Internet Society Board of Trustees hereby amends the bylaws of the Public Interest Registry by changing Article III, Section 2, paragraph (b) to the following:
“(b) Entering into, materially amending, terminating, assigning, or bringing any legal action (other than emergency relief) with respect to, or waiving any material right with respect to the following agreements or contracts (i) any “Registry Agreement,” allowing Company to serve as the registry operator for any Top-Level Domain, between Company and the Internet Corporation for Assigned Names and Numbers (ICANN); and (ii) any agreement for the provision of back-end registry services necessary for Company to operate the registry for a Top- Level Domain; and”
Resolution 2019-12: Amend the Internet Society Foundation bylaws
WHEREAS the Board of the Internet Society desires to simplify the bylaws of the Internet Society Foundation and better align them with those of the Society,
RESOLVED, that the bylaws of the Internet Society Foundation are amended, as presented.
Resolution 2019-13: Approve the minutes of the 143rd Board meeting
RESOLVED, that the minutes of the 143rd meeting of the Board of Trustees, held in Kobe on March 7-8, 2019 are approved.
Resolution 2019-14: Approve the minutes of the 144th Board meeting
RESOLVED, that the minutes of the 144th meeting of the Board of Trustees, held by videoconference on March 19, 2019 are approved.
Resolution 2019-15: Approve the new PIR registry agreement with ICANN
WHEREAS the Bylaws of the Public Interest Registry (PIR) require any registry agreement between PIR and the Internet Corporation for Assigned Names and Numbers (ICANN) to be approved by the Internet Society (ISOC) Board; and
WHEREAS the PIR Board has done due diligence and believes the new registry agreement for the .org TLD negotiated with ICANN is in the best interests of PIR; and
WHEREAS the PIR Board has requested that the ISOC Board approve the new PIR-ICANN registry agreement,
RESOLVED, that the ISOC Board approves the new PIR-ICANN registry agreement for the .org TLD as presented and previously approved by the PIR Board; and
FURTHER RESOLVED, that the ISOC Board approves PIR’s extension of the current registry agreement with ICANN, if needed, for a period of no more than six months.
Resolution 2019-16: Appoint CFO Sandy Spector as representative of ISOC office in Geneva
WHEREAS the Internet Society (ISOC) is required to appoint a representative of the ISOC branch office in Geneva for the purposes of signing employment letters and other contracts,
RESOLVED, that the ISOC Board of Trustees hereby appoints Chief Financial Officer Sandy Spector as representative of the ISOC branch office in Geneva effective immediately, and wishes to grant her sole power of signature regarding that office.
Resolution 2019-17: Appoint a member of the PIR Board
RESOLVED, that the ISOC Board of Trustees appoints Amitabh Singhal to the Board of Directors of the Public Interest Registry for a term of two years to fill the vacancy left by Suzanne Woolf.
Resolution 2019-18: Accept and convey actionable items to the 2019-2020 Board of Trustees
RESOLVED, the 2018-2019 Board of Trustees accepts as accurate the following Summary of Agreed Board Action Items and,
FURTHER RESOLVED, that the Board conveys this Summary to the 2019-2020 Board.
Summary of Agreed Board Action Items
At the close of each Internet Society board year, the outgoing Board of Trustees conveys to the incoming board a list of priorities which, based on its knowledge and experience, are crucial for the continued success of the organization.
Now at the close of its term, the 2018-2019 board conveys the following priorities to the 2019-2020 board:
- Continue support for the 2019 Internet Society Action Plan,
- Support the redesign of ISOC Fellowship programs, as presented by staff, including appropriate funding for the redesigned programs in the Internet Society 2020 budget.
Resolution 2019-19: Recognition of outgoing PIR Board members
RESOLVED, that the ISOC Board of Trustees extends its gratitude to the following individuals for their service on the Public Interest Registry board of directors:
- Roberto Gaetano, 2013-2019
- Tosca Bruno-van Vijfeijken, 2016-2019
- Suzanne Woolf, 2018-2019
Resolution 2019-20: Accept the Elections Committee Report
RESOLVED, that the report of the 2018-2019 Elections Committee is accepted.
Resolution 2019-21: Update the ISOC Procedures for Selecting Trustees
RESOLVED That the current ISOC Procedures for Selecting Trustees be updated as presented.
Resolution 2019-22: Accept the Governance Committee Report
RESOLVED, that the report of the 2018-2019 Governance Committee is accepted.
Resolution 2019-23: Accept the Compensation Committee Report
RESOLVED, that the report of the 2018-2019 Compensation Committee is accepted.
Resolution 2019-24: Accept the Executive Committee Report
RESOLVED, that the report of the 2018-2019 Executive Committee is accepted.
Resolution 2019-25: Accept the 2018 Independent Auditors Report
RESOLVED, that the 2018 Independent Auditors Report is accepted, in reliance on the PIR 2018 Independent Auditors Report as accepted by the PIR Board on May 14, 2019.
Resolution 2019-26: Accept the Audit Committee Report
RESOLVED, that the report of the 2018-2019 Audit Committee is accepted.
Resolution 2019-27: Accept the Finance Committee Report
RESOLVED, that the report of the 2018-2019 Finance Committee is accepted.
Resolution 2019-28: Recognition of Sean Turner’s service as Treasurer
RESOLVED, that the ISOC Board of Trustees extends its gratitude to Sean Turner for his service to the Internet Society and the Board as Treasurer and Finance Committee Chair from 2015 to 2019.
Resolution 2019-29: Approval of the Minutes of Board Meeting 145
RESOLVED, that the minutes of Meeting 145 of Internet Society Board of Trustees held by video conference July 11, 2019 are approved.
Resolution 2019-30: Accept the Summary of Agreed Board Action Items from the 2018-2019 Board of Trustees.
RESOLVED, the ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2018- 2019 Board of Trustees.
Summary of Agreed Board Action Items
At the close of each Internet Society board year, the outgoing Board of Trustees conveys to the incoming board a list of priorities which, based on its knowledge and experience, are crucial for the continued success of the organization. Now at the close of its term, the 2018-2019 board conveys the following priorities to the 2019-2020 board:
A. Continue support for the 2019 Internet Society Action Plan,
B. Support the redesign of ISOC Fellowship programs, as presented by staff, including appropriate funding for the redesigned programs in the Internet Society 2020 budget.
Resolution 2019-31: Welcome new Chapters and Special Interest Groups
RESOLVED, that the ISOC Board of Trustees warmly welcomes the following new Internet Society Chapters and Special Interest Groups, which have been chartered and approved since the last board meeting:
- Capítulo Canario de la Internet Society (Internet Society Canary Islands Chapter)
- Internet Society Jamaica Chapter
- Internet Society Lesotho Chapter
- Internet Society US Hawaii Chapter
- Internet Society Accessibility Special Interest Group
- Internet Society Rural Development Special Interest Group
Resolution 2019-32: Recognition of outgoing Trustees
RESOLVED, that the board thanks Désirée Miloshevic and Harish Pillay for their dedication and outstanding service to the Internet Society as members of the Board of Trustees.
Resolution 2019-33: Approve dates and locations for 2020 board meetings
RESOLVED, that the board approves dates and locations as follows for its meetings in 2020.
- Q1 Meeting: Cancun, 13-14 March, after ICANN 67 meeting
- Annual General Meeting: Madrid, 1-2 August, after IETF 108 meeting
- Retreat: New York, Mid-September Dates TBD
- Q4 Meeting: Bangkok, 21-22 November, after IETF 109 meeting
Resolution 2019-34: Appoint a liaison to the IETF nominations committee
RESOLVED, that the ISOC Board appoints Richard Barnes as ISOC Board Liaison to the IETF Nominations Committee for the 2019- 2020 term.
Resolution 2019-35: Appoint the Executive Committee
RESOLVED, that the Board creates an Executive Committee and appoints Andrew Sullivan (President & CEO), Richard (Treasurer), John (Secretary) and Gonzalo (Chair of the Board) who serves as chair of the committee.
Resolution 2019-36: Appoint the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints Sean as chair and Mike and Walid as members of the committee.
Resolution 2019-37: Appoint the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints Gonzalo, Olga, Hans Peter, and Pepper, as members of the committee, and Richard (Treasurer) who serves as chair of the committee. The President serves as a non-voting, ex-officio member of the committee.
Resolution 2019-38: Appoint the Compensation Committee
RESOLVED, that the Board creates a Compensation Committee and appoints Hiroshi, Mike, Richard, and Walid as members of the committee, along with Gonzalo (Chair of the Board) who serves as chair of the committee.
Resolution 2019-39: Appoint the chair of the Nominations Committee
RESOLVED, that the Board creates a Nominations Committee and appoints Olga as chair of the committee.
Resolution 2019-40: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates an Elections Committee and appoints Hiroshi as chair of the committee. The President serves as a non-voting, ex-officio member of the committee.
Resolution 2019-41: Appoint the chair and members of the Governance Committee
RESOLVED, that the Board creates a Governance Committee and appoints John as chair of the committee, and Glenn, Hans Peter, Mieke, Mike, and Walid as members. The President serves as a non-voting, ex-officio member of the committee.
Resolution 2019-42: Appoint the chair of the PIR Nominations Committee
RESOLVED, that the Board creates a PIR Nominations Committee and appoints John as chair of the committee, and Hans Peter, Mike, and Olga as members.
Resolution 2019-43: Appoint the representative to the PIR board of directors
RESOLVED, that the Board appoints Andrew Sullivan as the ISOC representative to the PIR board of directors, to serve until the 2020 ISOC AGM.
Resolution 2019-44: Update the Travel Policy for Trustees
RESOLVED, that the Travel Policy for Trustees is updated as follows: After the heading “Acceptable Uses of Travel Funds”, insert the following sentence:
“If the trustee traveling is the Board Chair, in each instance below the travel is approved by the Treasurer rather than the Board Chair.”
Resolution 2019-45: Update and clarify the ISOC bylaws
RESOLVED, that the bylaws of the Internet Society are amended as presented.
Resolution 2019-46: Approve the Governance Committee advice to the Nominations Committee
RESOLVED, that the ISOC Board of Trustees approves the Governance Committee Guidance, as presented, to the 2019-2020 Nominations Committee.
Resolution 2019-47: Approve the minutes of the 146th Board meeting
RESOLVED, that the minutes of the 146th meeting of the Board of Trustees, held in Montreal on July 27-28 2019, are approved.
Resolution 2019-48: Appoint members of the 2019-2020 Nominations Committee
RESOLVED, that Alfredo Calderón, Glenn Deen, Sean Turner and Mieke van Heesewijk are appointed to the 2019- 2020 ISOC Nominations Committee, chaired by Olga Cavalli.
Resolution 2019-49: Appoint members of the 2019-2020 Elections Committee
RESOLVED, that Walid Al-Saqaf, Hans Peter Dittler, Pierre-Jean Darres, and Rob Evans are appointed as members of the 2019-2020 ISOC Elections Committee chaired by Hiroshi Esaki. The president serves as a non-voting, ex- officio member of the committee.
Resolution 2019-50: Approve the Elections Timetable
RESOLVED, that the ISOC 2019-2020 ISOC Elections Timetable is approved as presented.
Resolution 2019-51: Enter into exclusive negotiation with Ethos
RESOLVED, that the Board hereby authorizes Andrew Sullivan to enter into exclusivity with Ethos for an initial period of up to seven days, and to extend such exclusivity for up to an additional seven days.
Resolution 2019-52: To Approve the Plan of Conversion and Plan of Asset Transfer of PIR
Resolution 2019-53: Amend the Compensation Committee Charter
RESOLVED, that the board adopts the amendments to the Compensation Committee Charter as presented.
Resolution 2019-54: Amend the Procedures for Selecting Trustees
WHEREAS the Board has accepted staff advice to reduce the number of classes of Organization Membership and to better define the benefits of each, and
WHEREAS the benefits of each class include voting with different weights in the Organization Membership elections for Trustees
RESOLVED, that the Board hereby approves changes to the ISOC Procedures for Selecting Trustees, as presented, regarding Organization Membership classes and voting weights.
Resolution 2019-55: Approve the minutes of the 147th Board meeting
RESOLVED, that the minutes of Meeting 147 of the Internet Society Board of Trustees held by video conference October 28 – November 10, 2019 are approved.
Resolution 2019-56: Approve the 2020 PIR budget
RESOLVED, that the Board hereby approves the 2020 budget of the Public Interest Registry, as presented.
Resolution 2019-57: Approve the Internet Society 2020 Plan and Budget.
RESOLVED, that the Board approves the Internet Society 2020 Plan and Budget as documented in the 2020 Plan submission.
Resolution 2019-58: Approval of the 2020 Internet Architecture Board slate
RESOLVED, that the 2020 Internet Architecture Board slate, consisting of six individuals, is approved as presented.
Ben Campbell
Cullen Jennings
Jared Mauch
Jiankang Yao
Mirja Kühlewind
Tommy Pau
FURTHER RESOLVED, that the Internet Society Board of Trustees thanks the IETF Nominations Committee and its Chair, Victor Kuarsingh, for their time and hard work.
Resolution 2019-59: Approve the minutes of the 148th Board meeting
RESOLVED, that the minutes of the 148th meeting of the Board of Trustees, held in Singapore on November 23-24, 2019 are approved.
Resolution 2018-01: Approve the minutes of the 138th meeting of the ISOC Board
RESOLVED that the minutes of the 138th meeting of the ISOC Board of Trustees, held 18-19 November 2017 in Singapore, are approved.
Resolution 2018-02: Revision of Previous Board Resolution on Diamond Key Security Additional Funding
WHEREAS the Internet Society Board of Trustees passed Resolution 2017-60 in November 2017 to approve additional funding for Diamond Key Security to support the development of an open design of an Open Source Design Hardware Signing Module by Diamond Key Security (the “Company”); and
WHEREAS the funding was to consist of a grant in the amount of $500,000 and an unsecured loan of $1.4 million to be disbursed to the Company upon its receipt of a determination letter from the US Internal Revenue Service confirming the non-profit tax-exempt status of the Company; and
WHEREAS the Internet Society has received assurance from the Company and its attorneys that the determination letter will be received in the next 6 to 9 months and is highly likely to confirm the Company’s tax-exempt status, and
WHEREAS, after discussions with the Company, legal counsel and auditors, the Internet Society staff have recommended revising the proposed loan structure and removing the requirement that the Company receive a tax determination letter in advance of funding,
RESOLVED, that Resolution 2017-60 is hereby amended to read as follows:
WHEREAS, the Internet Society desires to support the development of an open design of an Open Source Design Hardware Signing Module by Diamond Key Security (the “Company”),
RESOLVED, that the Internet Society staff is authorized and directed to negotiate an agreement with the Company pursuant to which the Internet Society will provide the Company with a grant of $1.9 Million, $500,000 of which will be funded from PIR non-recurring funds and the remainder to be funded from the Internet Society’s net asset reserves; and
RESOLVED, that the terms of the agreement with the Company, including terms for grants back to the Internet Society in the event the Company becomes profitable, shall be subject to approval by the CEO; and
RESOLVED, that the Board approves the appointment of Olaf Kolkman to the Board of Directors of the Company; and
FURTHER RESOLVED, that the senior management of the Internet Society shall periodically report to the Board on the progress of the business of the Company.
Resolution 2018-03: Approval of the 2018 IAB slate
RESOLVED, that the 2018 IAB slate consisting of the following individuals is approved:
- Ted Hardie
- Christian Huitema
- Erik Nordmark
- Melinda Shore
- Martin Thomson
- Brian Trammell
FURTHER RESOLVED, that the Internet Society Board of Trustees thanks the IETF Nominations Committee and its Chair, Peter Yee, for their time and hard work.
Resolution 2018-04: Appoint members of the PIR board
RESOLVED, The ISOC Board of Trustees appoints the following people to the Board of Trustees of the Public Interest Registry for terms beginning in mid-2018:
- Narelle Clark for a term of two years
- Jay Daley for a term of three years
- Suzanne Woolf for a term of three years
Resolution 2018-05: Welcome new Chapters and Special Interest Groups
RESOLVED, that the ISOC Board of Trustees warmly welcomes the following new Internet Society Chapters and Special Interest Groups, which have been chartered and approved since the last board meeting:
- ISOC Botswana Chapter
- ISOC Guinea Chapter
- ISOC Women’s Special Interest Group
- ISOC Community Networks Special Interest Group
Resolution 2018-06: Accept the 2018 Nominations Committee report
RESOLVED that the report of the 2018 ISOC Nominations Committee is accepted.
Resolution 2018-07: Accept the 2018 PIR Nominations Committee report
RESOLVED that the report of the 2018 PIR Nominations Committee is accepted.
Resolution 2018-08: Recognition of outgoing PIR Board members
RESOLVED, that the ISOC Board of Trustees extends its gratitude to Ingrid Srinath for her service on the PIR Board from 2013 to 2018, and Hartmut Glaser for his service on the PIR Board from 2014 to 2018, and
FURTHER RESOLVED, that the ISOC Board extends a belated thank-you to Eric Burger, who served on the PIR Board from 2015 to 2017 and resigned before his term ended.
Resolution 2018-09: Policy Development Process
WHEREAS the Internet Society engages in policy development in support of an open, globally-connected, secure, and trustworthy Internet, and,
WHEREAS the Internet Society is committed to an open, transparent and inclusive process in constructing its policy positions, and
WHEREAS the Internet Society staff, at the request of the Board of Trustees, has documented its policy development process in the document “Policy Development Framework” which will serve as guidelines for community engagement.
RESOLVED that the Board of Trustees supports the Policy Development Framework documented by Staff and applauds and encourages ongoing engagement with the wider ISOC community, and requests that the staff, with input from the community, periodically update and republish the document.
Resolution 2018-10: Policies and Procedures of the ISOC Foundation
WHEREAS, the Board previously approved the formation of the Internet Society Foundation (the “Foundation”) and its application for tax exemption; and
WHEREAS, the application for tax exemption is currently under review by the Internal Revenue Service; and
WHEREAS, the senior management has today delivered a presentation to the Board outlining the governance, legal requirements, proposed grant programs and grant funding principles that would govern the operation of the Foundation; and
WHEREAS, the presentation included the proposal (i) that the Foundation fund programs and projects administered by non-profit organizations to advance the Internet Society’s mission; and (ii) that the Foundation shall establish structured grant programs to support specific areas within the mission of the Foundation; and
WHEREAS, the presentation included the proposal that during the current year the Foundation actively develop grant programs in the following areas: chapter community; community capacity building; technology and policy development research; innovation and disaster response and recovery; and
WHEREAS, during the Board’s discussion of this topic, the Board noted that the IETF has initiated a review that may result in the establishment of an additional area of funding,
NOW, BE IT RESOLVED that the Board hereby expresses its support for the principles contained in such presentation and the foregoing “Whereas” clauses and further instructs the senior management to continue to develop the policies and procedures to govern the operation of the Foundation in a manner consistent with such principles.
Resolution 2018-11: Approve the minutes of the 139th meeting of the ISOC Board of Trustees
RESOLVED, that the minutes of the 139th meeting of the ISOC Board of Trustees held 24-25 March 2018 in London are approved.
Resolution 2018-12: Approve the PIR Registry Services Amendments
RESOLVED, that the Board of Trustees approves the proposed Registry Services Agreement, Addendum A, and the Amendment for Data Processing between the Public Interest Registry and Afilias plc.
Resolution 2018-13: Accept and convey actionable items to the 2018-2019 Board of Trustees
RESOLVED, the 2017-2018 Board of Trustees accepts as accurate the following Summary of Agreed Board Action Items and,
FURTHER RESOLVED that the Board conveys this Summary to the 2018-2019 Board.
Summary of Agreed Board Action Items
At the close of each Internet Society board year, the outgoing Board of Trustees conveys to the incoming board a list of priorities which, based on its knowledge and experience, are crucial for the continued success of the organization.
Now at the close of its term, the 2017-2018 board conveys the following priorities to the 2018-2019 board:
I. Continue support for the 2018 Internet Society Action Plan,
II. Continue to support and develop the Internet Society Foundation as a vehicle to further the Internet Society’s mission through grant-funded programs,
III. Continue to support the Internet Engineering Task Force in its efforts to create a more independent and sustainable administrative structure.
Resolution 2018-14: Accept the Elections Committee Report
RESOLVED that the report of the 2018 Elections Committee is accepted.
Resolution 2018-15: Accept the Governance Committee Report
RESOLVED that the report of the Governance Committee is accepted.
Resolution 2018-16: Accept the 2017 Independent Auditors Report
RESOLVED, that the 2017 Independent Auditors Report is accepted, in reliance on the PIR 2017 Independent Auditors Report as accepted by the PIR Board on May 22, 2018.
Resolution 2018-17: Accept the Audit Committee Report
RESOLVED that the report of the 2018 Audit Committee is accepted.
Resolution 2018-18: Accept the Finance Committee Report
RESOLVED that the report of the Finance Committee is accepted.
Resolution 2018-19: Appointing the next Internet Society CEO
RESOLVED that Andrew Sullivan is appointed CEO of the Internet Society, the appointment taking effect on 1 September 2018, and
FURTHER RESOLVED, that the Chairman is hereby authorized and directed to enter into an employment agreement with Andrew Sullivan on the terms and conditions presented to the Board.
Resolution 2018-20: Recognize contributors to the Internet Society CEO search
WHEREAS, the Board wishes to recognize all of those who have assisted in bringing the CEO search to a conclusion
RESOLVED, that the Board recognizes the hard work and dedication of Kevin Craemer for his excellent support of the CEO search committee,
RESOLVED, that the Board thanks Sophia Copeman, Natasha Zoltie, and Perrett Laver for their support of the search process, and
FURTHER RESOLVED, that the Board thanks all of the candidates for the position for their interest in serving ISOC and furthering our mission.
Resolution 2018-21: Thanking Kathryn Brown for her service to the Internet Society
WHEREAS Kathryn Brown joined the Internet Society in 2013 as its President and CEO, and
WHEREAS Kathy’s leadership and efforts have improved the organization and effectiveness of the Society, and
WHEREAS Kathy’s leadership and efforts have reinforced the Society as the preeminent voice and champion for an open and evolving Internet,
RESOLVED that the Board offers its heartfelt thanks for Kathryn Brown’s tireless work in support of the Internet Society.
Resolution 2018-22: Approval of the Minutes of Board Meeting 140
RESOLVED, that the minutes of Meeting 140 of Internet Society Board of Trustees held by video conference June 15, 2018 are approved.
Resolution 2018-23: Accept the Summary of Agreed Board Action Items from the 2017-2018 Board of Trustees
RESOLVED, the ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2017-2018 Board of Trustees.
Resolution 2018-24: Recognition of outgoing Trustee Alice Munyua
RESOLVED, that the board thanks Alice Munyua for her dedication and outstanding service to the Internet Society as a member of the ISOC Board of Trustees from 2015 to 2018.
Resolution 2018-25: Welcome new Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Madagascar Chapter, which was chartered and approved since the last Board meeting.
Resolution 2018-26: Amend bylaws to update the electronic vote process
RESOLVED, that Article II, Section 9 of the Society’s bylaws is replaced with the following language:
“Section 9. Electronic Vote.
Any action required to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken by electronic vote without a meeting. Any voting member of the Board can act as Vote Administrator (“VA”) for such an electronic vote. The VA is responsible for posting a call for a vote to the Board email list in the form of a motion to be considered, along with a time limit, not less than 7 days, during which votes will be accepted. The vote shall end at the earlier of the time limit, or 24 hours after all trustees have cast a vote. Any trustee may change his or her vote until the vote ends. All electronic votes must be sent to the Board mailing list in order to be counted.
The VA is responsible for tracking the vote and announcing the result to the Board mailing list and to the Secretary after the vote ends. An electronic vote passes if every voting trustee votes in favor of the action, or if all voting trustees that abstain from or vote against the action acknowledge that they agree that the vote is binding on the Society. Actions approved by electronic vote shall be noted in the minutes of the next meeting of the Board.”
Resolution 2018-27: Adopt updated procedure of the Board
RESOLVED, that the updated Procedure for Conducting Electronic Votes is adopted as presented.
Resolution 2018-28: Appoint a member of the IAOC
RESOLVED, that the ISOC Board appoints John as a member of the IETF Administrative Oversight Committee for a term, commencing on 1 July, 2018 and concluding in March, 2020.
Resolution 2018-29: Appoint a liaison to the IETF nominations committee
RESOLVED, that the ISOC Board appoints Harish as ISOC Board Liaison to the IETF nominations Committee for the 2018-2019 term.
Resolution 2018-30: Appoint the chair of the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints John as chair and Harish and Desiree as members of the committee.
Resolution 2018-31: Appoint the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints Gonzalo, Hans Peter, Olga, Pepper, and Richard, as members of the committee, along with the President ex-officio, and Sean (Treasurer) who serves as chair of the committee.
Resolution 2018-32: Appoint the Compensation Committee
RESOLVED, that the Board creates a Compensation Committee and appoints Hans Peter, Harish, Hiroshi, and Richard as members of the committee, along with Gonzalo (Chair of the Board) who serves as chair of the committee.
Resolution 2018-33: Appoint the chair of the Nominations Committee
RESOLVED, that the Board creates a Nominations Committee and appoints Glenn as chair of the committee. The President serves as a non-voting, ex-officio member of this committee.
Resolution 2018-34: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates an Elections Committee and appoints Walid as chair of the committee. The President serves as a non-voting, ex-officio member of this committee.
Resolution 2018-35: Appoint the chair and members of the Governance Committee
RESOLVED, that the Board creates a Governance Committee and appoints Desiree as chair of the committee, and Glenn, Hans Peter, Hiroshi, and Sean, as members. The President serves as a non-voting, ex-officio member of this committee.
Resolution 2018-36: Appoint the PIR Nominations Committee
RESOLVED, that the Board creates a PIR Nominations Committee and appoints Olga as chair of the committee, and Glenn, Hans Peter, Harish, and John as members of the committee.
Resolution 2018-37: Update the charter of the Finance Committee
RESOLVED, that Charter of the Finance Committee is amended as follows:
Section I of the Charter is amended to read:
“I. Purpose
The primary purpose of the Committee shall be to assist the Board in fulfilling its oversight responsibilities relating to the review and monitoring of the budget and finance processes for ISOC and its subsidiaries.”
Resolution 2018-38: Update the charter of the Audit Committee
RESOLVED, that Charter of the Audit Committee is amended as follows:
Section I of the Charter is amended to read:
“I. Purpose
The primary purpose of the Committee is to provide an avenue for communication among ISOC’s independent auditors, management, and the Board, as well as fulfill other responsibilities assigned in this Charter. The Committee’s responsibility is one of oversight of ISOC and its subsidiaries, as management is responsible for ISOC’s financial reporting, internal controls and disclosure systems and for preparing ISOC’s financial statements, and the independent auditors are responsible for auditing those financial statements. The independent auditors report directly to the Committee and are accountable to the Committee and to the Board with respect to the audit of ISOC’s financial statements.”
Resolution 2018-39: Appoint the board of the Internet Society Foundation
RESOLVED, that the Society appoints the following individuals to serve as directors of the Internet Society Foundation until the next Annual General Meeting of the Internet Society:
Walid Al-Saqaf, Richard Barnes, Gonzalo Camarillo, Olga Cavalli, Hans Peter Dittler, Hiroshi Esaki, John Levine, Glenn McKnight, Désirée Miloshevic, Robert Pepper, Harish Pillay, Sean Turner.
Resolution 2018-40: Approve the minutes of the 141st Board meeting
RESOLVED, that the minutes of the 141st meeting of the Board of Trustees, held in Panama City on June 30-July 1 2018 are approved.
Resolution 2018-41: Appoint the Executive Committee
RESOLVED, that the Board creates an Executive Committee and as appoints as members, Kathy Brown (President & CEO), Sean Turner (Treasurer), John Levine (Secretary) and Gonzalo Camarillo (Chair of the Board) who serves as chair of the committee.
Resolution 2018-42: Create the IETF Administration LLC
WHEREAS, the Internet Society has since its creation supported the Internet Engineering Task Force (the “IETF”), and
WHEREAS, the Internet Society and the IETF desire to more clearly define the relationship between the Internet Society and the IETF,
RESOLVED, that the Internet Society authorizes the creation of IETF Administration LLC (the “LLC””) with the Internet Society as its sole member, and
RESOLVED, that the Internet Society authorizes its CEO to sign the Limited Liability Company Agreement of IETF Administration LLC, as presented, and
RESOLVED, that the Internet Society authorizes its CEO to sign the Transition and Shared Services Agreement between the Internet Society and the LLC as presented, and
RESOLVED, that the Internet Society is hereby authorized to perform all of its obligations under the foregoing agreements, and
RESOLVED, that CEO and the management of the Internet Society are authorized to take such further actions as may be necessary or desirable to carry out the transactions contemplated by and the intent and purposes of the foregoing resolutions.
Resolution 2018-43: Election of President
RESOLVED, that Andrew Sullivan was elected President of the Internet Society by secret ballot. The tally was 12 votes for Andrew, no abstentions.
Resolution 2018-44: Electronic consent agenda
RESOLVED, that the following five resolutions are all approved.
Resolution 2018-45: Approve Governance Committee guidance to the Nominations Committee
RESOLVED, that the ISOC Board of Trustees approves the Governance Committee Guidance, as presented, to the 2018-2019 Nominations Committee.
Resolution 2018-46: Appoint members of the 2018-2019 Elections Committee
RESOLVED, that Hans Peter Dittler, Sean Turner, Sivasubramanian Muthusamy, and Ted Hardie be appointed as members of the 2018-2019 ISOC Elections Committee chaired by Walid Al-Saqaf.
Resolution 2018-47: Approve the Elections calendar
RESOLVED, that the ISOC 2018-2019 ISOC Elections Timetable is approved as presented.
Resolution 2018-48: Appoint members of the 2018-2019 Nominations Committee
RESOLVED, that Désirée Miloshevic, Hiroshi Esaki, John Levine, Robert Pepper, Rob Evans, Beatriz Rodriguez, Chris Wood, and Peter St. Andre be appointed to the 2018-2019 ISOC Nominations Committee, chaired by Glenn McKnight.
Resolution 2018-49: Appoint a member of the IETF LLC
RESOLVED, that Sean Turner is appointed to the board of the IETF LLC for a term of three years.
Resolution 2018-50: Approve records retention policy for board e-mail list archives
RESOLVED, that staff is directed to retain archives of board and board committee e-mail lists according to the ISOC records retention policy for general correspondence.
Resolution 2018-51: Approve Consent Agenda
RESOLVED, that the following two items are approved:
a/ Amend the charter of the Nominations Committee
Resolution 2018-52: Amend the charter of the Nominations Committee
RESOLVED, that Section III of the charter of the Nominations Committee is amended as follows:
“III. Special Conflict of Interest Rules
The Committee shall include at least two members who are neither Trustees nor officers of the corporation. No Committee members may be elected or selected as Trustees in the year during which they sit on the Committee. Note that those elected or selected to serve as trustees during the year will typically start their new term the following year.”
b/ Appoint a trustee of the IETF Trust
Resolution 2018-53: Appoint a trustee of the IETF Trust
RESOLVED, that John Levine is appointed as a trustee of the IETF Trust for a term of two years.
Resolution 2018-54: Welcome rejuvenated Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the rejuvenated Colombian Chapter of the Internet Society (ISOC Colombia).
Resolution 2018-55: Approve the 2019 PIR budget
RESOLVED, that the Board hereby approves the 2019 budget of the Public Interest Registry, as presented.
Resolution 2018-56: Approve the Internet Society 2019 Plan and 2019 budget
RESOLVED, that the Board approves the Internet Society 2019 Plan and 2019 Budget as documented in the 2019 Plan submission.
Resolution 2018-57: Approve Contributions to IETF Administration LLC
WHEREAS the Internet Society and IETF Administration LLC (“IETF”) are parties to the Limited Liability Company Agreement of IETF Administration LLC dated as of August 27, 2018 (the “Agreement”); and
WHEREAS Exhibit B of the Agreement provides that the Internet Society would contribute to the IETF an amount of money intended to serve as an operational reserve equal to IETF’s budgeted Net Loss for 2019 (as such term is defined in the Agreement) multiplied times three (the “Operational Reserve Contribution”); and
WHEREAS the IETF has recently approved its budget for 2019; and
WHEREAS based on such budget and the terms of Exhibit B of the Agreement, the amount of the Operational Reserve Contribution is computed to be $13.65 million, and
WHEREAS Internet Society will fund $10.4 million of the Operating Reserve Contribution with Internet Society Foundation funding the balance,
RESOLVED, that the Internet Society’s contribution of the Operational Reserve Contribution is hereby approved, with such funds to be sourced as follows: (i) all of the funds remaining from the $1 million
designated to the IASA 2.0 process pursuant to Resolution 2017-40; and (ii) the balance to be funded from the Internet Society’s general operating reserve; and
FURTHER RESOLVED, that the Internet Society’s obligation to fund the Operational Reserve Contribution are each subject to the prior approval by the Internet Society’s Chief Financial Officer, or such person’s delegate, of an investment policy for the IETF.
Resolution 2018-58: Approve the call and timetable for the 2019 PIR Director selection
RESOLVED, that the call for nominations for the 2019 PIR Director selections is approved, as presented, and the following appointment timetable is adopted:
Application period begins: 26 November 2018.
Application period ends: 4 February 2019 at 15:00 UTC.
Slate sent to ISOC Board: 22 February 2019.
Board vote on slate: 4 March 2019.
Announcement of selection: 22 March 2019.
Resolution 2018-59: Records retention policy update
WHEREAS the Society has an overall Internet Society Records Retention and Management Policy,
RESOLVED, that the Board adopts the “Proposed Amendments and Clarifications to ISOC’s Records Retention Policy relating to Board of Trustee Materials” as presented, as part of that policy.
Resolution 2018-60: Delegate authority for PIR mediation
RESOLVED, that the ISOC Board of Trustees delegates to David Frolio the authority to approve any negotiation involving PIR and Afilias, in respect of a dispute currently in mediation between them.
Resolution 2018-61: Approve the minutes of the 142nd Board meeting
RESOLVED, that the minutes of the 142nd meeting of the Board of Trustees, held in Bangkok on November 9-10 2018, are approved.
Resolution 2017-01: Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:
a/ Resolution 2017-02: Approve the minutes of the 134th Board meeting
RESOLVED, that the minutes of the 134th meeting of the Board of Trustees, held on November 10-11, 2016, in Hyderabad, India are approved.
b/ Resolution 2017-03: Accept the 2016 year-end financial report from the CFO
RESOLVED that the report of the 2016 year-end financial report from the CFO is accepted.
c/ Resolution 2017-04: Accept the 2017 Action Plan update from the CEO
RESOLVED that the 2017 Action Plan update from the CEO is accepted.
Resolution 2017-05: Internet Society 401(K) Savings Plan Amendment
E-vote held January 24 to 31, 2017 and passed unanimously.
RESOLVED, that the Board approves an amendment to the Internet Society’s U.S. employee 401(K) plan, modifying the definition of Highly Compensated Employee to “top-paid group election”.
Resolution 2017-06: Approval of the 2017 IAB slate
E-vote held February 11 to 20, 2017 and passed unanimously.
RESOLVED, that the 2017 IAB slate consisting of the following individuals is approved:
Jari Arkko
Gabriel Montenegro
Mark Nottingham
Robert Sparks
Jeff Tantsura
Suzanne Woolf
FURTHER RESOLVED, that the Internet Society Board of Trustees thanks the IETF Nominations Committee and its Chair, Lucy Lynch, for their time and hard work.
Resolution 2017-07: Welcome new Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Panama Chapter, which was chartered and approved since the last Board meeting.
Resolution 2017-08: Welcome new Special Interest Group
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC Blockchain Special Interest Group, which was chartered and approved since the last Board meeting.
Resolution 2017-09: Appoint members of the PIR Board
RESOLVED, that the ISOC Board of Trustees appoints the following people to the Board of Directors of the Public Interest Registry for terms beginning in April 2017:
Jeffrey Bedser, for a term of three years,
Eric Burger, returning, for a term of three years,
Hartmut Glaser, returning, for a term of one year.
Resolution 2017-10: Accept the 2017 Nominations Committee report
RESOLVED that the report of the 2017 Nominations Committee is accepted.
Resolution 2017-11: Support for Diamond Key Security
WHEREAS The Internet Society has supported the development of an open design of a Open Source Design Hardware Signing Module under the Cryptech project that started in 2013; and
WHEREAS The availability of Cryptech’s Open Source Design of a Hardware Signing module bears the promise of an innovative paradigm shift that increases the Trust in the Internet in a manner aligned with the Internet Societies vision; and
WHEREAS W. Stuart Jones and Phil Roberts presented the case for a not-for-profit business called Diamond Key Security (The Company) that would support the furtherance of the Cryptech technology; and
WHEREAS The Internet Society wants to maintain all options open for a future organizational relation with The Company till after strategic deliberations in Summer 2017;
RESOLVED, that the Board grants $380,000 from the non-recurring PIR funds to the Company, led by W. Stuart Jones and Phil Roberts, for the purpose of The Company’s establishment and interim operation, furthering the design of a commercially viable Cryptech based hardware signing module that contributes to the increase of the end-users’ trust in the Internet and reaching out to the broader Internet community for partnerships, support and collaboration; and
FURTHER RESOLVED, that staff, in collaboration with the management of the Company, evaluates the feasibility of the company sustaining and furthering the Cryptech initiative and advises the board why it is important for the Internet Society to contribute, and keep the Board abreast of these investigations.
Resolution 2017-12: Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved:
Resolution 2017-13: Approve the minutes of the 135th Board meeting
RESOLVED, that the minutes of the 135th meeting of the Board of Trustees, held on March 6-7, 2017 by video conference are approved.
Resolution 2017-14: Adopt revised Procedure for the Conduct of Meetings
RESOLVED that the revised Procedure for the Conduct of Meetings of the board is adopted as presented.
Resolution 2017-15: Adopt Trustee Payment Disclosure Policy
RESOLVED, that the Trustee Payment Disclosure Policy, as presented, is adopted by the Board.
Trustee Payment Disclosure Policy
The Internet Society’s Conflict of Interest Policy and Board and Officer Code of Ethics demonstrate the commitment of the Board of Trustees to observing the highest ethical standards, complying with all applicable laws, and maintaining ISOC’s reputation as a respected corporate citizen.
As an additional commitment to transparent governance, members of the board also agree to disclose payments, reimbursements or expense sponsorships (“funding”) from the Internet Society for any activity that is not directly related to attending meetings of the board.
Any Trustee receiving such unrelated funding from the Internet Society shall disclose to the board, via email, the type of funding (e.g. reimbursement for travel and accommodation to speak at a conference as an ISOC Trustee) and the rationale for funding (e.g. expert knowledge of the conference subject matter) at the time he or she requests funding.
Trustees need not disclose expense sponsorship for activities with nominal value, such as attendance at an ISOC dinner or reception which is co-located with a conference the Trustee is attending at his or her own expense.
Resolution 2017-16: Recognition of outgoing PIR Board member
RESOLVED, that the ISOC Board of Trustees extends its gratitude to Art Reilly for his service on the PIR Board of Directors from 2011 to 2017.
Resolution 2017-17: Accept the Elections Committee Report.
RESOLVED that the report of the 2017 Elections Committee is accepted.
Resolution 2017-18: Accept the Governance Committee Report.
RESOLVED that the report of the Governance Committee is accepted.
Resolution 2017-19: Accept the 2016 Independent Auditors Report.
RESOLVED, that the 2016 Independent Auditors Report is accepted, in reliance on the PIR 2016 Independent Auditors Report as accepted by the PIR Board on April 25, 2017.
Resolution 2017-20: Accept the Audit Committee Report.
RESOLVED that the report of the 2017 Audit Committee is accepted.
Resolution 2017-21: Chapters Advisory Council proposal on selecting chapter participants for ISOC delegations
WHEREAS the ISOC Chapters Advisory Council has submitted a proposal to the Board of Trustees for greater transparency in the process of selecting chapter participants for ISOC delegations and programmes; and
WHEREAS the Board supports transparent processes for member and chapter participation in delegations and programmes whenever they advance ISOC’s mission of preserving the open, global Internet; and
WHEREAS the Board also recognizes that, in some instances, the names of applicants and selection committee members should remain confidential for the privacy of the applicants or the integrity of the processes; and
WHEREAS the Board requested that staff study the Chapters Advisory Council proposals and make recommendations on implementing those proposals that advance the ISOC mission without compromising the privacy of applicants or the integrity of the processes;
RESOLVED, that the Board approves the staff recommendations and asks that these be implemented; and
FURTHER RESOLVED, that the Board asks staff to share details of these recommendations with the Chapters Advisory Council.
Resolution 2017-22: Chapters Advisory Council proposal on making all prospective candidate names public in ISOC’s general elections
WHEREAS the ISOC Chapters Advisory Council has submitted a proposal to the Board of Trustees for greater transparency in ISOC’s general elections; and
WHEREAS this year’s Nominations Committee has identified the need to review the Nomcom process, including the question of which prospective candidate names should be made public;
RESOLVED, that the board will review the Nomcom process, including but not limited to how to attract a more diverse pool of nominations, which prospective candidate names should be made public, and best practice and working methods for the Nominations Committee.
Resolution 2017-23: Chapters Advisory Council proposal on ISOC improving support for Chapters
WHEREAS the ISOC Chapters Advisory Council has submitted a proposal to the Board of Trustees for improvement of support for Chapters; and
WHEREAS the Board recognizes that support from ISOC, as well as other sources, is important to the sustainability of ISOC Chapters and the funding of local activities that further ISOC’s mission and objectives; and
WHEREAS the Board has recently demonstrated support for chapters by increasing direct funding by 139% and indirect funding by 217% since 2015, including an additional USD 520,000 in 2017 for chapter re-branding and outreach activities related to ISOC’s 25th anniversary; and
WHEREAS the Board requested that staff review the Chapters Advisory Council proposal and recommend additional ways to increase support for chapters;
RESOLVED, that the Board approves the staff recommendations and asks that these be implemented; and
FURTHER RESOLVED, that the Board asks staff to share details of these recommendations with the Chapters Advisory Council.
Resolution 2017-24: Accept and convey actionable items for the 2017-2018 Board of Trustees.
RESOLVED, The Board of Trustees accepts as accurate the following Summary of Agreed Board Actionable Items; and
FURTHER RESOLVED that the Board of Trustees conveys this Summary of Agreed Board Actionable Items to the 2017-2018 Board of Trustees.
Summary of Agreed Board Action Items
At the close of each Internet Society board year, the outgoing Board of Trustees conveys to the incoming board a list of priorities which, based on its knowledge and experience, are crucial for the continued success of the organization.
Now at the close of its term, the 2016-2017 board conveys the following priorities to the 2017-2018 board:
I. Continue support for the 2017 Internet Society Action Plan, including the strategic objectives of Access, Trust, strengthening the IETF, and strengthening ISOC (“ISOC Strong”);
II. Continue support for Board-approved initiatives in the areas of ISOC technology improvements, positioning and branding, website redesign and curation, and Beyond the Net grants; and,
III. Continue to develop these projects begun in 2016-2017:
* Fully integrate the Online Trust Alliance as an initiative to improve trust and broaden the Internet
Society’s reach;
* Leverage the findings of the Internet Futures report to inform policy debates and engage users;
* Celebrate the 25th anniversary, and use related events and campaigns to increase awareness about the Internet Society; and
* Continue board deliberations on the Future of ISOC to further define the scope of the Society’s work, and ensure that its resources are put to the most effective use.
Resolution 2017-25: Supplemental funding for ISOC website redesign
RESOLVED, that the Board approves supplemental funding for ISOC website redesign using non-recurring PIR funds.
Resolution 2017-26: Accept the Finance Committee Report
RESOLVED that the report of the Finance Committee is accepted.
Resolution 2017-27: Allocating the 2016 budget surplus
RESOLVED: that the Board acknowledges that a surplus of $420,000 remains from the 2016 ISOC budget, and agrees with the recommendation of staff that these funds should be earmarked for the Beyond the Net funding program.
Resolution 2017-28: Approval of the Minutes of Board Meeting 136
RESOLVED, that the minutes of Meeting 136 of Internet Society Board of Trustees held by video conference May 24, 2017 are approved.
Resolution 2017-29: Accept the Summary of Agreed Board Action Items from the 2016-2017 Board of Trustees.
RESOLVED: The ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2016-2017 Board of Trustees.
Resolution 2017-30: Recognition of outgoing Trustee Gihan Dias
RESOLVED, that the board thanks Gihan Dias for his dedication and outstanding service to the Internet Society as a member of the Board of Trustees from 2014 to 2017.
Resolution 2017-31: Revision of Committee Charters
RESOLVED, that the revised committee charters as proposed are accepted.
Resolution 2017-32: Appoint a liaison to the IETF nominations committee
RESOLVED, that the ISOC Board appoints Sean Turner as ISOC Board Liaison to the IETF nominations Committee for the 2017-2018 term.
Resolution 2017-33: Appoint the chair and members of the Executive Committee
RESOLVED, that the Board creates an Executive Committee and appoints Hans-Peter Dittler as member of the Executive Committee, along with Kathy Brown (President & CEO), Sean Turner (Treasurer), John Levine (Secretary) and Gonzalo Camarillo (Chair of the Board) who serves as chair of the committee.
Resolution 2017-34: Appoint the chair and members of the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints John Levine as chair and Hiroshi Esaki and Harish Pillay as members of the committee.
Resolution 2017-35: Appoint the chair and members of the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints Richard Barnes, Gonzalo Camarillo, Olga Cavalli, Hans-Peter Dittler, and Désirée Miloshevic as members of the committee, along with Kathy Brown (President), and Sean Turner (Treasurer) who serves as chair of the committee.
Resolution 2017-36: Appoint the chair and members of the Compensation Committee
RESOLVED, that the Board creates a Compensation Committee and appoints Richard Barnes, John Levine, Désirée Miloshevic, and Alice as members of the committee, along with Gonzalo Camarillo (Chair of the Board) who serves as chair of the committee.
Resolution 2017-37: Appoint the chair of the Nominations Committee
RESOLVED, that the Board creates a Nominations Committee and appoints Olga Cavalli as chair of the committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.
Resolution 2017-38: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates an Elections Committee and appoints Hiroshi Esaki as chair of the committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.
Resolution 2017-39: Appoint the chair and members of the Governance Committee
RESOLVED, that the Board creates a Governance Committee and appoints Hans-Peter Dittler as chair of the committee, and Walid Al-Saqaf, Richard Barnes, Glenn McKnight, Désirée Miloshevic, and Alice Munyua as members. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.
Resolution 2017-40: Designating funds for the IASA 2.0 process
RESOLVED, that the Board designates $1 million for restructuring costs for the IASA 2.0 transition.
Resolution 2017-41: Approve the minutes of the 137th Board meeting
RESOLVED, that the minutes of the 137th meeting of the Board of Trustees, held in Nairobi (Kenya) on June 3-4, 2017 are approved.
Resolution 2017-42: Appoint the PIR Selection Committee
RESOLVED, that the Board creates a PIR Selection Committee, and appoints Harish as chair, and Alice, Glenn, Hans Peter and John as members of the committee.
Resolution 2017-43: Approve the PIR Selection Committee charter
RESOLVED, that the Board approves the PIR Selection Committee charter as proposed.
Resolution 2017-44: Appoint the Election Committee
RESOLVED, that the Board creates an Election Committee, and appoints Hiroshi as chair, Hans Peter, and Gihan Dias as members, and Kathy (President) as non-voting ex-officio member.
Resolution 2017-45: Reappoint the chair and members of the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints Richard, Gonzalo, Olga, and Hans-Peter as members of the committee, along with Kathy (President), and Sean (Treasurer) who serves as chair of the committee. The board thanks Desiree for her service on the committee.
Resolution 2017-46: Authorize creation of the Internet Society Foundation
RESOLVED, that the Internet Society Board of Trustees approves the formation a new nonprofit corporation under the laws of the District of Columbia, to be named Internet Society Foundation (the “ISOC Foundation”); and
FURTHER RESOLVED, that the senior management of ISOC is authorized and directed to file an application for tax exemption for the ISOC Foundation with the IRS; and
FURTHER RESOLVED, that the senior management is authorized and directed to take such other actions as may be reasonable or appropriate to prepare the ISOC Foundation to engage in such activities in furtherance of ISOC’s mission and purpose as the ISOC Board may approve.
Resolution 2017-47: Appoint members of the 2017-2018 ISOC Nominations Committee
RESOLVED that Tom Walsh, Glenn Deen, Russ White, Nadira Alaraj, Barrack Otieno, Maryleana Mendez, Glenn McKnight, Desiree Miloshevic, Harish Pillay, Sean Turner, and Olga Cavalli are appointed as members of the 2017-2018 ISOC Nominations Committee chaired by Olga Cavalli. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.
Resolution 2017-48: Approve ISOC-PIR Operating Procedure
WHEREAS, ISOC is the sole member of Public Interest Registry (“PIR”) and PIR is a supporting organization to ISOC; and
WHEREAS, ISOC and PIR have engaged in a dialogue to better define the way in which the two organizations relate to each other; and
WHEREAS, the management teams of ISOC and PIR have documented such discussion in the document entitled: The Internet Society and Public Interest Registry: A Shared Goal of Promoting the Public Interest through Support of the Internet (the “ISOC-PIR Operating Procedures”); and
WHEREAS, the ISOC-PIR Operating Procedures describes the roles and responsibilities of each organization, as well as the process for ISOC to consider and approve PIR’s annual budget,
NOW THEREFORE, the Board hereby approves the ISOC-PIR Operating Procedures in the form presented to the Internet Society Board of Trustees.
Resolution 2017-49: Approve PIR 2018 budget
RESOLVED, that the Board hereby approves the 2018 budget of the Public Interest Registry, as presented.
Resolution 2017-50: Welcome new Chapters and Special Interest Groups
RESOLVED, that the ISOC Board of Trustees warmly welcomes the following new Internet Society Chapters and Special Interest Groups, which have been chartered and approved since the last board meeting:
Dominica Chapter
Guyana Chapter
Illinois Chapter
Mumbai Chapter
Namibia Chapter
Saint Vincent and The Grenadines Chapter
US New Mexico Chapter
Cybersecurity Special Interest Group
Internet of Things Special Interest Group
Resolution 2017-51: Approve Governance Committee guidance to the Nominations Committee
RESOLVED that the ISOC Board of Trustees approves the Governance Committee Guidance, as presented, to the 2017-2018 Nominations Committee.
Resolution 2017-52: Amendment to Audit Committee Charter
RESOLVED, that the Board approves an amendment to the Audit Committee Charter, as presented, which states that the Committee shall exercise oversight over a Compliance Committee composed of ISOC senior management.
Resolution 2017-53: Approve PIR additional contracts
RESOLVED, that the Board hereby approves additional contracts between PIR and Afilias, as presented, for a term of one year.
Resolution 2017-54: Approve the Internet Society 2018 Plan and 2018 budget
RESOLVED, that the Board approves the Internet Society 2018 Plan and 2018 Budget as documented in the 2018 Plan submission.
Resolution 2017-55: Approve additional funding for the Beyond the Net program
RESOLVED, that the Board approves additional funding of $500,000 for the Beyond the Net program using non-recurring PIR funds.
Resolution 2017-56: Approve additional funding for Internet Society branding
RESOLVED, that the Board approves the expenditure of $725,000 to fund continued work on Internet Society branding using non-recurring PIR funds.
Resolution 2017-57: Approve additional funding for ISOC technology enhancements
RESOLVED, that the Board approves the expenditure of $550,000 for ISOC technology enhancements using non-recurring PIR funds.
Resolution 2017-58: Approve funding for the Multistakeholder Project
RESOLVED, that the Board approves the expenditure of $825,000 to fund the Multistakeholder Project using non-recurring PIR funds.
Resolution 2017-59: Approve the ISOC Mission Statement
RESOLVED, that the Society’s Mission Statement is:
The Internet Society supports and promotes the development of the Internet as a global technical infrastructure, a resource to enrich people’s lives, and a force for good in society.
Our work aligns with our goals for the Internet to be open, globally-connected, secure, and trustworthy. We seek collaboration with all who share these goals.
Together, we focus on:
Building and supporting the communities that make the Internet work;
Advancing the development and application of Internet infrastructure, technologies, and open standards; and
Advocating for policy that is consistent with our view of the Internet.
Resolution 2017-60: Approve additional funding for Diamond Key Security
WHEREAS, the Internet Society desires to support the development of an open design of an Open Source Design Hardware Signing Module by Diamond Key Security (the “Company”);
RESOLVED, that the Internet Society staff is authorized and directed to negotiate an agreement with the Company pursuant to which the Internet Society would provide the Company with a grant in the amount of $500,000 from the non-recurring PIR funds; and an unsecured loan of $1.4 Million with a term of seven years; and
FURTHER RESOLVED, that the size and terms of the loan and the grant shall be subject to approval by the CEO; and
FURTHER RESOLVED, that the Board approves the appointment of Olaf Kolkman to the Board of Directors of the Company; and
FURTHER RESOLVED, that grant and the loan between the Internet Society and the Company shall be contingent on the Company’s receipt of a determination letter from the Internal Revenue Service confirming the non-profit tax-exempt status of the Company; and
FURTHER RESOLVED, that the senior management of the Internet Society shall periodically report to the Board on the progress of the business of the Company.
Resolution 2016-01: In support of the community-developed plan for transition of IANA Stewardship
WHEREAS the globalization of the oversight over the Internet Assigned Names Authority (IANA) functions is a critical step in achieving a globally interoperable Internet that continues to evolve as a platform for permissionless innovation;
WHEREAS the global Internet community, facilitated by the IANA Stewardship Coordination Group (ICG), has developed a plan to provide coordination and accountability for the IANA functions; and
WHEREAS the ICG plan has broad community support and meets the four principles set forth by the U.S. Commerce Department’s National Telecommunications and Information Administration;
RESOLVED, that the Board of Trustees expresses its strong support for the plan;
RESOLVED, that the Board urges the community to continue its efforts to faithfully implement the plan, which is paramount for the continued stability and security of the Internet;
RESOLVED, that the Board recognizes that ICANN must continue to make the reforms called for by the community to continue to be a strong steward of the IANA functions; and
FURTHER RESOLVED, that the Board views the plan and its successful implementation as exemplars of the multistakeholder processes that have been a foundation of the Internet’s past success, and which must be preserved and strengthened to ensure the Internet continues to empower people around the world.
Resolution 2016-02: Express appreciation to Narelle Clark and Demi Getschko
RESOLVED, that the Board of Trustees expresses appreciation to Narelle Clark and Demi Getschko for representing the Internet Society on the IANA Stewardship Transition Coordination Group.
Resolution 2016-03: Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:
Resolution 2016-04: Approve the minutes of the 126th Board meeting
RESOLVED, that the minutes of the 126th meeting of the Board of Trustees, held on October 30-31, 2015, in Yokohama, Japan are approved.
Resolution 2016-05: Approve the minutes of the 127th Board meeting
RESOLVED, that the minutes of the 127th meeting of the Board of Trustees held on December 17, 2015, via teleconference, are approved.
Resolution 2016-06: Approve the minutes of the 128th Board meeting
RESOLVED, that the minutes of the 128th meeting of the Board of Trustees held on March 10, 2016, via teleconference, are approved.
Resolution 2016-07: Ratify the e-vote on approval of the 2016 IAB slate
RESOLVED, that the e-vote held January 6 to 21, 2016, to approve the 2016 IAB slate is ratified. The e-vote passed unanimously. The resolution in the e-vote was:
RESOLVED, that the 2016 IAB slate consisting of the following individuals is approved:
- Erik Nordmark
- Joe Hildebrand
- Martin Thomson
- Ted Hardie
- Brian Trammell
- Lee Howard,
FURTHER RESOLVED, that the Internet Society Board of Trustees thanks the IETF Nominations Committee and its Chair, Harald Alvestrand, for their time and hard work.
Resolution 2016-08: Ratify the e-vote extending Scott Bradner’s term as a member of the IAOC
RESOLVED, that the e-vote held January 29 to February 5, 2016, to extend Scott Bradner’s term as a member of the IAOC is ratified. The e-vote passed unanimously. The resolution in the e-vote was:
RESOLVED, that Scott Bradner’s term on the IAOC is extended until 11:59 PM UTC on June 19, 2016.
FURTHER RESOLVED, that the ISOC Board thanks Scott Bradner for his current service on the IAOC and for his willingness to extend his term.
Resolution 2016-09: Ratify the e-vote to appoint members of the PIR Board
RESOLVED, that the e-vote held February 15 to 23, 2016, to appoint members of the PIR Board is ratified. The e-vote passed unanimously except for Desiree Miloshevic, who abstained. The resolution in the e-vote was:
RESOLVED, that the ISOC Board of Trustees appoints the following people to the Board of Directors of the Public Interest Registry for terms beginning in mid-2016:
- Roberto Gaetano, for a term of three years
- Lise Fuhr, for a term of three years
- Tosca Bruno-van Vijfeijken, for a term of three years.
Resolution 2016-10: Approve the establishment of a branch office.
(Note: Passport numbers were provided on the version of the resolution presented to the UAE authorities.)
WHEREAS the Board of Directors of INTERNET SOCIETY, a non-profit organization duly established under the laws of the District of Columbia, United States of America with registration number 54-1650477 and having its registered office at 1775 Wiehle Avenue, Suite 201, Reston, VA 20190, United States of America (hereafter referred to as the “organization”), has discussed the establishment of a branch office of the organization in DCCA (as defined below), United Arab Emirates (“UAE”);
IT WAS DULY RESOLVED:
1. THAT a branch office of the organization with the name “INTERNET SOCIETY”, or such other name as is acceptable and approved by the Dubai Creative Clusters Authority (“DCCA”), shall be registered in Dubai Internet City (hereafter referred to as the “Branch Office”);
2. THAT the organization shall guarantee all financial obligations incurred by the Branch Office;
3. THAT Gregory M. Kapfer, a United States of America national holding passport number XXXXXXXXX, shall be appointed as the manager of the Branch Office (the “Manager”);
4. THAT the Manager shall have power and authority to do and undertake all acts on the Branch Office’s behalf for any transaction, including but not limited to the right to sell, buy, lease, mortgage, assign, rent or dispose of any real property, the right to execute, accept, undertake and perform all contracts in the Branch Office’s name, the right to initiate, defend, commence or settle legal actions on behalf of the Branch Office and the right to retain any accountant, attorney or other adviser deemed necessary to protect the Branch Office’s interests relative to any of the foregoing powers;
5. THAT the Manager shall have the power and authority to open, operate and close bank accounts in the name of the Branch Office and register his signature as authorized bank account signatory with the relevant financial institutions;
6. THAT the Manager shall have the power and authority to sign bank mandates, cheques drawn on any account opened in the name of the Branch Office at any bank for the purpose of operating the Branch Office and to endorse on behalf of the Branch Office any cheques, drafts or other negotiable instruments which he may deem necessary or proper in relation to the affairs of the Branch Office’s business;
7. THAT the organization shall execute a power of attorney in favour of the Manager in the form of the draft tabled at the meeting;
8. THAT the organization shall appoint any one of the following partners and associates of Taylor Wessing (Middle East) LLP, of Rolex Tower, 26th Floor, Shaikh Zayed Road, P.O. Box 33675, Dubai, UAE namely:
Mark Fraser, a British national holding passport number XXXXXXXXX; or
Jerry David Parks, a British national holding passport number XXXXXXXXX; or
Benjamin James Constance, an Australian national holding passport number XXXXXXXXX; or
Ronnie Rifai, an American national holding passport number XXXXXXXXX; or
Marie-Edwige Audrey Blanche Borye, a French national holding passport number XXXXXXXXX; or
Madeleine Herkes, a British national and holder of passport number XXXXXXXXX; or
Julia Ofer, a German national holding passport number XXXXXXXXX; or
Elsayed Gaber Afity Zineldin, an Egyptian holding passport number XXXXXXXXX; or
Thenjiwe Pamela Macanda, a British national holding passport number XXXXXXXXX;
acting jointly or individually (hereinafter called the “Attorney”) to act on behalf of the organization as its true and lawful attorney and to do and/or execute all or any of the acts and things hereinafter mentioned for and in the name of the organization (and/or the Branch Office) and on its behalf, namely:
8.1 to act as the organization negotiator/legal representative in Dubai and the UAE, and to represent the organization in all negotiations, discussions and dealings with the DCCA in relation to the establishment, registration and licensing the Branch Office, and the obtaining and renewal of such other approvals, permits, licences, certificates and consents as may be necessary to maintain the Branch Office in good standing with the relevant local and/or federal authorities in Dubai and the UAE, and to obtain and renew from time to time all such work permits and residence visas and other permits as may be required for employees of the Branch Office and their families and for visitors of the Branch Office;
8.2 to conclude, sign and execute on behalf of the organization any contracts, forms or documents in connection with the establishment of the Branch Office following such negotiations with the above authorities including but not limited to lease agreement, personnel secondment agreement, and to pay all fees, and expenses relating to the Branch Office and obtain a good receipt therefor;
8.3 to procure its registration as an authorized signatory of the Branch Office with all federal and local governmental or other authorities including service providers (Etisalat, DU, DEWA, etc…);
8.4 to represent the organization and/or Branch Office in all negotiations, discussions and dealings with the DCCA, the Department of Economic Development of the Government of Dubai, the Dubai Municipality, the UAE Ministry of Economy & Commerce, the Dubai Chamber of Commerce & Industry, a UAE Notary Public, the Ministry of Labour & Social Affairs, the Department of Immigration, Roads and Transport Authority, a UAE police department, any UAE Port and/or Customs Authority and/or all other local and federal authorities in the UAE and to sign and execute all such application forms, declarations, resolutions and documents of whatever kind as maybe required by the said authorities in relation to any matters as the Attorney may deem fit;
8.5 to conclude, sign and execute any documents of whatever kind pursuant to the laws and regulations of the UAE and the DCCA for the purposes of acquiring such approvals, permits and consents (and renewals thereof) as may be required in connection with the registration, licensing and operation of the Branch Office in DCCA and to sign and execute all such application forms, agreements, declarations, shareholder resolution and documents relating, but not limited to, the appointment and change of manager or any other officer of the Branch Office, change or cancellation of licence, change of name, change of address, liquidation and deregistration of the Branch Office and to vary, change, amend and/or renew such documents, registrations, licences, permits and authorizations;
8.6 to sign, execute, carry into effect and perform all agreements, contracts or other undertakings entered into by the organization and/or the Branch Office in normal course of business with any other person or persons, body or corporation and to vary or rescind the same or any of them;
8.7 to represent the organization and/or the Branch Office before all courts, committees and tribunals of whatsoever nature, all ministries, departments and other government agencies, all municipalities and other federal and local administrative offices and all authorities in all matters concerning the Branch Office’s affairs and to sign and execute all manner of documents, deeds, and to do and execute all acts and things which may be required by or necessary in the Branch Office’s dealings with any of the foregoing bodies;
8.8 to draw, sign, execute and deliver any notices or demands through the notary public or any other competent authority or officer and whenever necessary to appear before Courts in Dubai or any other emirate in the UAE for the purposes of signing and notarizing powers of attorney in favour of advocates, legal consultants, debt collection agents in connection with any legal proceedings brought or to be brought by or against the organization and/or the Branch Office before any court or other judicial or quasi-judicial or other governmental or non-governmental tribunal in any part of the UAE or for the purposes of signing and notarizing powers of attorney in favour of any other person for any other purpose as the Attorney shall in his absolute discretion think fit; and
8.9 to appoint and remove at the Attorney’s discretion any substitute or agent under the Attorney (including advocates) and to delegate all or part of the foregoing powers to such person or persons.
9. THAT the Organization shall confirm that the authorized signatory below is empowered to sign on behalf of and bind the organization.
Signed by:
Robert M. Hinden
Chairman
Resolution 2016-11: Accepting IETF process documents
RESOLVED, that the Board of Trustees accepts the following IETF process documents, and accepts the responsibilities of ISOC described in the documents.
- Bradner, S. Ed., Updating the Term Dates of IETF Administrative Oversight Committee (IAOC) Members. RFC 7691, November 2015, (Also BCP 101)
- Resnick, P and A. Farrel, IETF Anti-Harassment Procedures, RFC 7776, March 2016 (Also BCP 0025)
Resolution 2016-12: Welcome new ISOC Kyrgyzstan Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC Kyrgyzstan Chapter, which was chartered and approved since the last Board meeting.
Resolution 2016-13: Welcome new ISOC Kazakhstan Almaty Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC Kazakhstan Almaty Chapter, which was chartered and approved since the last Board meeting.
Resolution 2016-14: Welcome new ISOC Guatemala Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC Guatemala Chapter, which was chartered and approved since the last Board meeting.
Resolution 2016-15: Welcome new ISOC US North Carolina Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC US North Carolina Chapter, which was chartered and approved since the last Board meeting.
Resolution 2016-16: Welcome new ISOC Youth Special Interest Group
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC Youth Special Interest Group, which was chartered and approved since the last Board meeting.
Resolution 2016-17: Accept the 2016 Nominations Committee report
RESOLVED that the report of the 2016 Nominations Committee is accepted.
Resolution 2016-18: Approve the minutes of the 129th Board meeting
RESOLVED that the minutes of the 129th meeting of the Board of Trustees, held March 22, 2016 via teleconference, are approved.
Resolution 2016-19: Correction of a previous action
WHEREAS previously approved resolution 2016-10 to establish a branch office in the Middle East included an obsolete office address for the Internet Society in the USA;
RESOLVED that the address in the resolution be corrected to be “1775 Wiehle Avenue, Suite 201, Reston, VA 20190”.
Resolution 2016-20: Recognition of outgoing PIR Board members
RESOLVED, that the ISOC Board of Trustees extends its gratitude to Maarten Botterman for his service on the PIR Board of Directors from 2008 to 2016, and Amitabh Singhal for his service on the PIR Board of Directors from 2010 to 2016.
Resolution 2016-21: Welcome new ISOC Barbados Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC Barbados Chapter, which was chartered and approved since the last Board meeting.
Resolution 2016-22: Welcome new ISOC Nicaragua Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC Nicaragua Chapter, which was chartered and approved since the last Board meeting.
Resolution 2016-23: Approve new Travel Policy for Trustees
RESOLVED, that the Board approves the revised Travel Policy for Trustees.
Resolution 2016-24: Approve the minutes of the 130th Board meeting
RESOLVED that the minutes of the 130th meeting of the Board of Trustees, held April 9-10, 2016 via teleconference, are approved.
Resolution 2016-25: Accept the Elections Committee Report
RESOLVED that the Report of the 2016 Elections Committee is accepted.
Resolution 2016-26: Accept the Governance Committee Report
RESOLVED that the Report of the Governance Committee is accepted.
Resolution 2016-27: Accept the Finance Committee Report
RESOLVED that the Report of the Finance Committee is accepted.
Resolution 2016-28: Accept the 2015 Independent Auditors Report
RESOLVED, that the 2015 Independent Auditors Report is accepted, in reliance on the PIR 2015 Independent Auditors Report as accepted by the PIR Board on April 7, 2016.
Resolution 2016-29: Adopt a Continuity Fund Reserve Policy, a revised target level for reserves, and to direct the CFO to add funds
WHEREAS the Board of Trustees of the Internet Society previously adopted a $20 million target level of funding for a reserve fund to be used to help ensure the reasonable sustainability of the IETF/IASA and of the Internet Society (the “Continuity Fund”) by Resolution 2012-39; and
WHEREAS ISOC staff, in cooperation and agreement with the Finance Committee of the Board, has recommended a revision of the target level of funding and recommended fully funding the Continuity Fund at the revised target level;
RESOLVED, that the Board adopts a revised target funding level for the Continuity Fund of $16 million;
RESOLVED, that the Board directs ISOC’s CFO to add approximately $1.5 million of unrestricted funds to the Continuity Fund to fully fund it;
RESOLVED, that the purpose of the Continuity Fund adopted in Resolution 2012-39 be maintained such that the Continuity Funds will by a first order of importance cover up to 3 years of IETF/IASA expenses and secondly, be for the funding of ISOC’s expenses; and
FURTHER RESOLVED, that the Continuity Fund Reserve Policy is hereby adopted and approved.
Resolution 2016-30: Adopt the Amended and Restated By-Laws
RESOLVED, that the Amended and Restated By-Laws, as presented, be adopted by the Board.
Resolution 2016-31: Adopt updated policies and procedures of the Board
RESOLVED, that the following updated policies and procedures are adopted as presented.
Procedure for Conducting Electronic Votes
Procedure for Conducting Election of Officers of the Board
Procedure for Mailing Lists
Procedure for the Conduct of Meetings
Resolution 2016-32: Accept the updated Fiduciary Obligations of Trustees
RESOLVED, that the updated Fiduciary Obligations of Trustees are accepted as presented.
Resolution 2016-33: Accept and convey actionable items for the 2016-2017 Board of Trustees
RESOLVED, The Board of Trustees accepts as accurate the following Summary of Agreed Board Actionable Items
FURTHER RESOLVED that the Board of Trustees conveys this Summary of Agreed Board Actionable Items to the 2016-2017 Board of Trustees.
Summary of Agreed Board Action Items:
At a planning retreat held in January 2014, the Internet Society Board of Trustees decided that:
1.) ISOC exists to advance the deployment and evolution of a global, open and trusted Internet available to everyone on the earth;
2.) ISOC is a global, trusted, authoritative leader that gets things done; and
3.) ISOC should focus on three strategic priorities:
I. Maintain and strengthen multi-stakeholder processes for advancing global and local Internet Governance;
II. Advance core infrastructure and evolution of Internet technology; and
III. Promote the robustness and resiliency of Internet security through technical standards and deployment.
The Board’s decisions and priorities set the Internet Society on a refocused path to meet challenges facing the Internet and ISOC in the years ahead. Staff presented the Board with a revised 2014 work plan and subsequent annual Action Plans and budgets based on these priorities.
The 2013-2014 and 2014-2015 Boards considered these priorities crucial to the continued success of the Internet Society and resolved to convey them in a Summary of Board Action Items to successive Boards. Now at the close of its own term, the 2015-2016 Board also wishes to convey these decisions and priorities to the 2016-2017 Board, as well as the following additional recommendations:
I. Continue support for the 2016 Internet Society Action Plan, including its further refined strategic and operational objectives;
II. Continue support for recent Board-approved initiatives in the areas of ISOC technology improvements, positioning and branding, website redesign and curation, and Beyond the Net grants; and,
III. Continue efforts to build the corpus of the IETF Endowment to ensure long-term, sustainable funding for the development, evolution, and use of open Internet protocols.
Resolution 2016-34: Approval of the Minutes of Board Meeting 131
RESOLVED, that the minutes of Meeting 131 of Internet Society Board of Trustees held by teleconference June 14, 2016 are approved as amended.
Resolution 2016-35: Appoint a member of the IAOC
RESOLVED, that the ISOC Board appoints John Levine as a member of the IETF Administrative Oversight Committee for a term, commencing on 20 June, 2016 and concluding in March, 2018.
Resolution 2016-36: Appoint a liaison to the IETF nominations committee
RESOLVED, that the ISOC Board appoints Richard Barnes as ISOC Board Liaison to the IETF nominations Committee for the 2016-2017 term.
Resolution 2016-37: Accept the Summary of Agreed Board Action Items from the 2015-2016 Board of Trustees
RESOLVED: The ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2015-2016 Board of Trustees.
Resolution 2016-38: Recognition of outgoing Trustees
RESOLVED, that the board thanks outgoing Board of Trustees members Bob Hinden (2010-2016), Narelle Clark (2010-2016), and Jason Livingood (2011-2016) for their dedication and outstanding service to the Internet Society.
Resolution 2016-39: Recognition of outgoing Secretary
RESOLVED, that the board thanks outgoing Secretary Scott Bradner, for his dedication and outstanding service to the Internet Society not only as Secretary (2003-2016), but also as a Trustee (1993-1999) and Vice President for Standards (1995-2003).
Resolution 2016-40: Welcome new chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Chile Chapter, which was chartered and approved since the last Board meeting.
Resolution 2016-41: Approve ISOC’s pledge to support the Endowment for the Sustainability of the IETF (the “IETF Endowment”), and move funds to the IETF Endowment account concurrent with contributions from other key parties in the Internet community
WHEREAS, having received positive expression of intent to provide funding to the IETF Endowment from other key parties in the Internet community; and
WHEREAS, the Board of Trustees of the Internet Society wishes to make a similar commitment to the IETF Endowment,
RESOLVED, that concurrent with the pledge of other key parties supporting the IETF Endowment, the Board approves the movement of US$ one million of its unrestricted assets to be included with the permanently restricted funds of the IETF Endowment, subject to the terms and directives of the Endowment Policy as adopted by ISOC’s Board on 29 May, 2012 and amended on 20 April 2015.
Resolution 2016-42: Appoint the Executive Committee
RESOLVED, that the Board creates an Executive Committee and appoints Alice, Desiree, and Hans Peter as members of the Executive Committee, along with Kathy Brown (President & CEO), Sean (Treasurer), John (Secretary) and Gonzalo (Chair of the Board) who serves as chair of the committee.
Resolution 2016-43: Appoint the chair of the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints John as chair and Walid, Olga, and Harish as members of the committee.
Resolution 2016-44: Appoint the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints Richard, Gonzalo, Gihan, Hans Peter, and Hiroshi as members of the committee, along with Kathy Brown (President), and Sean (Treasurer) who serves as chair of the committee.
Resolution 2016-45: Appoint the Compensation Committee
RESOLVED, that the Board creates a Compensation Committee and appoints Hiroshi, John, Desiree and, Sean as members of the committee, along with Gonzalo (Chair of the Board) who serves as chair of the committee.
Resolution 2016-46: Appoint the chair of the Nominations Committee
RESOLVED, that the Board creates a Nominations Committee and appoints Alice as chair of the committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.
Resolution 2016-47: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates an Elections Committee and appoints Harish as chair of the committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.
Resolution 2016-48: Appoint the chair and members of the Governance Committee
RESOLVED, that the Board creates a Governance Committee and appoints Walid as chair of the committee, and Olga, Gihan, Desiree, Hans Peter, and Alice as members. Kathy Brown (President) serves as a nonvoting, ex-officio member of this committee.
Resolution 2016-49: Approve the minutes of the 132nd meeting of the ISOC Board of Trustees
RESOLVED that the minutes of the 132nd meeting of the ISOC Board of Trustees held 18-19 June in Cancun, Mexico are approved.
Resolution 2016-50: Appoint members of the 2016-2017 ISOC Nominations Committee
RESOLVED that Martin Butterworth, Olga Cavalli, Nneka Chiazor, Tomohiro Fujisaki, Maryleana Mendez, Desiree Miloshevic and Barrack Otieno be appointed as members of the 2016-2017 ISOC Nominations Committee chaired by Alice Munyua. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.
Resolution 2016-51: Appoint members of the 2016-2017 ISOC Elections Committee
RESOLVED that Walid Al-Saqaf and Narelle Clark be appointed as members of the 2016-2017 ISOC Elections Committee chaired by Harish Pillay. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.
Resolution 2016-52: Update the ISOC Procedures for Selecting Trustees
RESOLVED that the ISOC Procedures for Selecting Trustees be updated as presented.
Resolution 2016-53: Approve the 2016-2017 Elections Timetable
RESOLVED that the ISOC Elections Timetable for 2016-2017 is approved as follows:
- Call for Nominations opens: Friday, 28 October 2016
- Nominations period closes: Friday, 16 December 2016 at 15:00 UTC
- Election eligibility cut-off date: Friday, 27 January 2017
- Nominations Committee deliberations end: Friday, 27 January 2017
- Candidate slate announced. Petitions period opens: Friday, 3 February 2017
- Deadline for receipt of Petitions: Friday, 17 February 2017 at 15:00 UTC
- Deadline for receipt of Petition signatures: Friday, 24 February 2017 at 15:00 UTC
- Final candidate slate announced: Monday, 27 February 2017
- Elections start date: Ballots posted, Voting opens: Thursday, 9 March 2017
- Voting closes. Ballots counted: Monday, 10 April 2017 at 15:00 UTC
- Certification & announcement of results. Challenge period opens: Tuesday, 11 April 2017
- Deadline for receipt of Challenges: Wednesday, 19 April 2017 at 15:00 UTC
- Challenge response period ends: Wednesday, 26 April 2017
- Election results finalized and announced: Thursday, 27 April 2017
Resolution 2016-54: Approve the call and timetable for the 2017 PIR Director selections
RESOLVED, that the call for nominations for the 2017 PIR Director selections is approved as presented and the following selection timetable is adopted:
- Board Approves Call: On or before October 30, 2016
- Application Period Begins: October 31, 2016
- Application Period closes/NomCom Review Begins: December 11, 2016
- NomCom Review Ends/Slate sent to ISOC Board for Review: February 21, 2017
- Board Review & E-vote: February 22, 2017 – March 21, 2017
- New Directors Informed & Two Month On-Boarding Process Begins: March 23, 2017
- Two Month On-Boarding Ends: May 24, 2017
- New Directors Seated: May 24, 2017 or later.
Resolution 2016-55: Recognition of ISOC staff support for the IANA stewardship transition
RESOLVED, that the Board of Trustees expresses its sincere thanks and appreciation to all Internet Society staff who supported efforts to transition stewardship of the IANA functions to the global Internet community, especially those who worked tirelessly for two years as a resource to the community and those who gave their all in the final days to ensure its success.
Resolution 2016-56: Extension of CEO contract
RESOLVED, that the employment contract between the Internet Society and Kathryn C. Brown be extended for two years to the end of 2018, with no change to the terms of the contract.
Resolution 2016-57: Approve the minutes of the 133rd Board meeting
RESOLVED that the minutes of the 133rd meeting of the Board of Trustees, held October 14, 2016 via teleconference, are approved.
Resolution 2016-58: Welcome new Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Afghanistan Chapter, which was chartered and approved since the last Board meeting.
Resolution 2016-59: Approve the Internet Society 2017 Plan and 2017 budget
RESOLVED, that the Board approves the Internet Society 2017 Plan and 2017 Budget as documented in the 2017 Plan submission.
Resolution 2016-60: Approve the proposal for Internet Society @25
RESOLVED, that the Board approves the proposal for Internet Society @25 using non-recurring PIR funds.
Resolution 2016-61: Chapters Advisory Council Proposal on Position/Policy Development Process
WHEREAS the ISOC Chapters Advisory Council has submitted a proposal to the Board of Trustees for greater involvement of Chapters in the position and policy brief development process; and
WHEREAS the Board welcomes Chapter participation in the development of positions and policies that support ISOC?s mission of preserving the open, global Internet; and
WHEREAS the Board requested the recommendation of staff as to how the Chapter proposal can be integrated into ISOC’s policy work and Staff has given a positive recommendation to the Board;
RESOLVED, that the Board of Trustees asks staff to implement the Chapters Advisory Council proposal in a manner consistent with its recommendation as described in the Framework for ISOC?s Engagement with Membership Regarding Policy Work; and
FURTHER RESOLVED, that the Board asks staff to share details of the Framework with the Chapters Advisory Council.
Resolution 2015-01: Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:
a/ Approve the minutes of the 117th Board meeting
Resolution 2015-02: Approve the minutes of the 117th Board meeting
RESOLVED that the minutes of the 117th meeting of the Board of Trustees, held on November 15-16, 2014 in Honolulu, Hawaii, USA are approved.
b/ Ratify the e-vote to approve Staff Code of Ethics
Resolution 2015-03: Approve the Staff Code of Ethics and Business Conduct
RESOLVED that the e-vote held January 16 to 23, 2015, approving the Staff Code of Ethics and Business Conduct is ratified. The e-vote passed unanimously. The resolution in the e-vote was:
RESOLVED, The ISOC Board of Trustees approves the Staff Code of Ethics and Business Conduct as presented, understanding that non-substantive editing may be required on the Code, and requests that it be put into effect.
Resolution 2015-04: Approval of the 2015 IAB slate
RESOLVED, that the 2015 IAB slate consisting of the following individuals is approved:
Ralph Droms, Cisco
Russ Housley, Vigil Security, LLC
Robert Sparks, Oracle
Andrew Sullivan, Dyn (Dynamic Network Services, Inc.)
Dave Thaler, Microsoft
Suzanne Woolf, Independent consultant
FURTHER RESOLVED, that the Internet Society Board of Trustees thanks the IETF Nominations Committee and its Chair, Michael Richardson, for their time and hard work.
Resolution 2015-05: Modify the statutory purpose of the ISOC Geneva branch
RESOLVED, that the statutory purpose of the Geneva branch be modified to say:
Promouvoir globalement un dialogue ouvert sur la politique, la technologie et le développement future de Internet entre les utilisateurs, sociétés, gouvernement et autres organisations; assurer la liaison avec les organisations internationales importantes présentes à Genève sur les questions essentielles pour Internet; soutenir les Chapitres de Internet Society, et recruter de nouveaux membres; promouvoir les objectifs de Internet Society, en particulier en Europe, au Moyen-Orient et en Afrique. Soutenir tous les objectifs de Internet Society et, parmi ses autres activités, organiser des conferences et congrès en Suisse et à l’étranger dans les domaines scientifique et culturel liés aux activités de Internet Society, ses Chapitres et ses membres.
(English translation)
To promote open dialogue on Internet policy, technology, and future development among users, companies, governments, and other organizations globally; to liaise with key international organizations located in Geneva on issues of importance to the Internet; to support Internet Society Chapters, as well as to recruit new members; and to promote the objectives of the Internet Society, particularly in Europe, the Middle East and Africa. To support all Internet Society goals and, among other activities, organize conferences and congresses in Switzerland and abroad in the scientific and cultural fields related to the activities of the Internet Society, its Chapters, and its members.
Resolution 2015-06: Approve the minutes of the 118th Board meeting
RESOLVED that the minutes of the 118th meeting of the Board of Trustees, held February 2, 2015 via teleconference, are approved.
Resolution 2015-07: Welcome new chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society India Trivandrum Chapter, which was chartered and approved since the last Board meeting.
Resolution 2015-08: Approve the proposal for ISOC positioning and branding
RESOLVED, that the Board approves the proposal for ISOC positioning and branding using non-recurring PIR funds.
Resolution 2015-09: Convening a global general meeting
RESOLVED: that the Board of the Internet Society wishes to convene a global general meeting of the Society in conjunction with the Annual General Meeting of the Board in July 2015 and authorizes the staff to organize such a meeting.
Resolution 2015-10: Accept a petition to form a Chapters Advisory Council
RESOLVED, that the Board accepts the petition to form a Chapters Advisory Council and directs staff to send the proposed Charter to the Chapter leaders to confirm that there is a consensus for this proposed Charter.
Resolution 2015-11: Allocating the 2014 budget surplus
RESOLVED: that the Board accepts the preliminary report from the CFO that there is likely to be a positive surplus from the 2014 budget. The Board agrees with the staff recommendation that about half of the surplus be added to the Continuity Funds held for ISOC’s future financial stability and that the remaining funds to be earmarked for a project with long-term impact. With respect to the earmarked fund, staff is directed to advise the Finance Committee concerning the intended use and accounting.
Resolution 2015-12: Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:
a/ Approve the minutes of the 119th meeting of the Board of Trustees.
Resolution 2015-13: Approve the minutes of the 119th Board meeting
RESOLVED that the minutes of the 119th meeting of the Board of Trustees, held February 14-15, 2015 in Singapore are approved.
b/ Ratify the e-vote to approve the Board and Officer Code of Ethics
Resolution 2015-14: Ratify the e-vote to approve the Board and Officer Code of Ethics
RESOLVED that the e-vote held March 3 to 10, 2015 to approve the Board and Officer Code of Ethics is ratified. The e-vote passed unanimously. The resolution in the e-vote was:
RESOLVED, the ISOC Board of Trustees approves the Board and Officer Code of Ethics as presented, understanding that non-substantive editing may be required on the code.
c/ Ratify the e-vote to appoint members to the PIR Board of Directors
Resolution 2015-15: Ratify the e-vote to appoint members to the PIR Board of Directors
RESOLVED that the e-vote held March 31 to April 7, 2015 to appoint members to the PIR Board of Directors is ratified. The e-vote passed unanimously, except for Eric Burger and Desiree Miloshevic, who abstained. The resolution in the e-vote was:
RESOLVED, the ISOC Board of Trustees appoints the following people to the Board of Directors of the Public Interest Registry for terms beginning in mid-2015:
- Maarten Botterman, for a term of one year
- Eric Burger, for a term of two years
- Ingrid Srinath, for a term of three years
d/ Ratify the e-vote to approve the Chapter Advisory Council charter
Resolution 2015-16: Ratify the e-vote to approve the Chapter Advisory Council charter
RESOLVED that the e-vote held April 4 to 11, 2015 to approve the Chapter Advisory Council charter is ratified. The e-vote passed unanimously. The resolution in the e-vote was:
WHEREAS, the Board accepted the petition to from a Chapter Advisory Council and directed the staff to circulate the proposed charter to the Chapter leaders to confirm that there is a consensus for the proposed Charter; and
WHEREAS, the proposed charter was reviewed by the Chapter leaders and by ISOC counsel and revised based on their comments;
RESOLVED, that the Board approves the revised charter for an ISOC Chapter Advisory Council and directs the staff to facilitate the establishment of the Chapter Advisory Council.
Resolution 2015-17: Approve revised policy statement for the Internet Endowment
RESOLVED that the Board approves the Policy for the Endowment for the Sustainability of the Internet Engineering Task Force as presented.
Resolution 2015-18: Welcome new chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Montenegro Chapter, which was chartered and approved since the last Board meeting.
Resolution 2015-19: Recognition of outgoing PIR Board member
RESOLVED, that the ISOC Board of Trustees extends its gratitude to Erik Huizer for his service again on the PIR Board of Directors from June 2010 to June 2015.
Resolution 2015-20: Accept the 2015 Nominations Committee report
RESOLVED that the report of the 2015 Nominations Committee is accepted.
Resolution 2015-21: Reject the challenge to Alice Munyua’s candidacy on the ISOC Board of Trustees
RESOLVED, that the Board rejects the challenge and authorizes the President to advise the challenge author and Alice Munyua of its decision.
Resolution 2015-22: Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:
a/ Approve the minutes of the 120th meeting of the Board of Trustees
Resolution 2015-23: Approve the minutes of the 120th Board meeting
RESOLVED that the minutes of the 120th meeting of the Board of Trustees, held on April 21, 2015 via teleconference are approved.
b/ Approve the minutes of the 121st meeting of the Board of Trustees
Resolution 2015-24: Approve the minutes of the 121st Board meeting
RESOLVED that the minutes of the 121st meeting of the Board of Trustees, held on April 24, 2015 via teleconference are approved.
c/ Ratify the e-vote authorizing staff to establish a legal presence in the European Union
Resolution 2015-25: Establishing a Legal Presence in the European Union
RESOLVED that the e-vote held May 28 to June 5, 2015, authorizing staff to establish a legal presence in the European Union is ratified. The e-vote passed unanimously. The resolution in the e-vote was:
WHEREAS the Board of Trustees of the Internet Society resolved at its 90th meeting in October 2011 to authorize ISOC to establish legal presences in global locations for the purpose of supporting the ISOC mission; and
WHEREAS forming a non-profit entity in the European Union will avail ISOC to potential funding sources to support the ISOC mission;
BE IT RESOLVED that the Board of Trustees authorizes ISOC to establish a legal presence in the European Union for the purpose of supporting the ISOC mission. Activities of this legal presence are limited to activities that do not affect the non-profit status of the Internet Society.
Resolution 2015-26: Welcome new Dominican Republic Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Dominican Republic Chapter, which was chartered and approved since the last Board meeting.
Resolution 2015-27: Welcome new Tanzania Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Tanzania Chapter, which was chartered and approved since the last Board meeting.
Resolution 2015-28: Accept the Elections Committee Report
RESOLVED that the Report of the 2015 Elections Committee is accepted.
Resolution 2015-29: Accept the Governance Committee Report
RESOLVED that the Report of the Governance Committee is accepted.
Resolution 2015-30: Accept the Finance Committee Report
RESOLVED that the Report of the Finance Committee is accepted.
Resolution 2015-31: Accept the 2014 Independent Auditors Report
RESOLVED, that the 2014 Independent Auditors Report is accepted, in reliance on the PIR 2014 Independent Auditors Report as accepted by the PIR Board on May 11, 2015.
Resolution 2015-32: Accept and convey actionable items for the 2015-2016 Board of Trustees
RESOLVED, The Board of Trustees accepts as accurate the following Summary of Agreed Board Actionable Items
BE IT FURTHER RESOLVED that the Board of Trustees conveys this Summary of Agreed Board Actionable Items to the 2015-2016 Board of Trustees.
Summary of Agreed Board Action Items
At a planning retreat held in January 2014, the Internet Society Board of Trustees decided that:
1.) ISOC exists to advance the deployment and evolution of a global, open and trusted Internet available to everyone on the earth;
2.) ISOC is a global, trusted, authoritative leader that gets things done; and
3.) ISOC should focus on three strategic priorities:
I. Maintain and strengthen multi-stakeholder processes for advancing global and local Internet Governance;
II. Advance core infrastructure and evolution of Internet technology; and
III. Promote the robustness and resiliency of Internet security through technical standards and deployment.
The Board’s decisions and priorities set the Internet Society on a refocused path to meet challenges facing the Internet and ISOC in the years ahead. Staff presented the Board with a revised 2014 work plan and, subsequently, a 2015 Action Plan and Budget which was approved by the Board. The 2013-2014 Board considered these priorities so crucial to the continued success of the Internet Society that they resolved to convey them in a Summary of Board Action Items to the 2014-2015 Board. Now, at the close of its own term, the 2014-2015 Board also takes the opportunity to convey these decisions and priorities to the 2015-2016 Board, as well as the following additional recommendations:
I. Continue support for the 2015 Internet Society Action Plan, including its strategic and operational objectives;
II. Continue support for 2014-2015 Board-approved initiatives in the areas of ISOC technology improvements, and ISOC positioning and branding; and
III. Continue support for using a portion of the 2014 budget surplus for projects with long-term impacts, such as website curation and chapter grants.
Resolution 2015-33: Approval of the Minutes of Board Meeting 122
RESOLVED, that the minutes of Meeting 122 of Internet Society Board of Trustees held by teleconference June 29, 2015 are approved.
Resolution 2015-34: Accept the Summary of Agreed Board Action Items from the 2014- 2015 Board of Trustees
RESOLVED: The ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2014-2015 Board of Trustees.
Resolution 2015-35: Recognition of outgoing Trustees
RESOLVED, that the board thanks outgoing Board of Trustees members Eric Burger, Keith Davidson, Dave Farber and Rudi Vansnick for their dedication and outstanding service to the Internet Society.
Resolution 2015-36: Appoint a liaison to the IETF Nominations Committee
RESOLVED, that the ISOC Board appoints John Levine as ISOC Liaison to the IETF Nominations Committee for the 2015-2016 term.
Resolution 2015-37: Appoint the Executive Committee
RESOLVED, that the Board creates an Executive Committee and appoints Narelle Clark, Jason Livingood and Hans Peter Dittler as members of the committee, along with Kathy Brown (President & CEO), Sean Turner (Treasurer), Scott Bradner (Secretary) and Bob Hinden (Chair of the Board) who serves as chair of the committee.
Resolution 2015-38: Appoint the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints Gihan Dias as chair and Narelle Clark, Walid Al-Saqaf, and John Levine as members of the committee.
Resolution 2015-39: Appoint the Finance Committee
RESOLVED, that the Board crates a Finance Committee and appoints Jason Livingood, Gonzalo Camarillo and Hiroshi Esaki as members of the committee, along with Kathy Brown (President), and Sean Turner (Treasurer) who serves as chair of the committee.
Resolution 2015-40: Appoint the Compensation Committee
RESOLVED, that the Board creates a Compensation Committee and appoints John Levine, Gonzalo Camarillo, Desiree Miloshevic and Sean Turner as members of the committee, along with Bob Hinden (Chair of the Board) who serves as chair of the committee.
Resolution 2015-41: Appoint the chair of the Nominations Committee
RESOLVED, that the Board creates a Nominations Committee and appoints Narelle Clark as chair of the committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.
Resolution 2015-42: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates an Elections Committee and appoints Hans Peter Dittler as chair of the committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.
Resolution 2015-43: Appoint the Governance Committee
RESOLVED, that the Board creates a Governance Committee and appoints Desiree Miloshevic as chair of the committee, and Bob Hinden, Scott Bradner, Gihan Dias, Hans Peter Dittler, Walid Al-Saqaf and Alice Munyua as members of the committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.
Resolution 2015-44: Thanking the community and staff for the success of InterCommunity 2015
RESOLVED that the Board sincerely thanks the Internet community in 15 nodes and in countless homes, offices and other locations around the world for making InterCommunity 2015 an outstanding success. Further, the Board congratulates and thanks the ISOC staff and volunteers for all their effort in developing and supporting this exceptional event.
Resolution 2015-45: Approve the minutes of the 123rd Board meeting
RESOLVED that the minutes of the 123rd meeting of the Board of Trustees, held 6-8 July 2015 in Auckland, New Zealand, are approved.
Resolution 2015-46: Appoint members of the ISOC 2015-2016 Nominations Committee
RESOLVED that Keith Davidson, Gihan Dias, Hiroshi Esaki, Dave Farber, Jason Livingood and Scott Mansfield be appointed as members of the Nominations Committee chaired by Narelle Clark.
Resolution 2015-47: Appoint members of the ISOC 2015-2016 Elections Committee
RESOLVED that Alice Munyua, Tero Mustala, Kris Seeburn and Sean Turner be appointed as members of the Elections Committee chaired by Hans Peter Dittler.
Resolution 2015-48: Update the ISOC Procedures for Selecting Trustees
RESOLVED That the current ISOC Procedures for Selecting Trustees be updated as follows:
1) change the paragraph:
Eligibility to Participate in Election (Organizational Member)
An Organizational Member may participate in the election process if they are in good standing as of the preceding December 31. Any disputes regarding eligibility must be resolved by the President of the society or his/her delegate within 31 days of this cutoff date.
An Organizational Member is deemed to be in good standing if their most recent payment due is paid in full, or no more than X days past due where X is:
- 60 days for annual payments;
- 30 days for quarterly payments;
- 15 days for monthly payments.
to read:
Eligibility to Participate in Election (Organizational Member)
An Organizational Member may participate in the election process if they are in good standing at the election eligibility cut-off date which shall be two business days before the elections start date. Any disputes regarding eligibility must be resolved by the President of the Society or his/her delegate within 10 business days of this cut-off date.
An Organizational Member is deemed to be in good standing if their membership dues as of the preceding December 31 are paid in full by the election eligibility cut-off date. The list of Organizational Members in good standing is to be certified for the election by the Internet Society CFO and published on the ISOC web site.
2) change the paragraph:
Eligibility to Participate in Election (Chapter)
An Chapter may participate in the election process if they are in good standing as of the preceding December 31. Any disputes regarding eligibility must be resolved by the President of the society or his/her delegate within 31 days of this cutoff date.
A Chapter is deemed to be in good standing if they are included in the list of active Chapters that is periodically issued by the ISOC VP-Chapters. The process followed by the VP-Chapters must allow for reasonable appeal in the case of a Chapter not agreeing with the list contents.
to read:
Eligibility to Participate in Election (Chapter)
A Chapter may participate in the election process if they are in good standing at the election eligibility cut-off date which shall be two business days before the elections start date. Any disputes regarding eligibility must be resolved by the President of the Society or his/her delegate within 10 business days of this cut-off date.
A Chapter is deemed to be in good standing if they are included in the list of active Chapters that is certified for the election by the Internet Society CFO and published on the ISOC web site.
Resolution 2015-49: Approval of the 2016 Elections Timetable
RESOLVED, that the ISOC 2016 Elections Timetable is approved.
- Call for Nominations opens: Monday, 19 October 2015
- Nominations period closes: Monday, 21 December 2015
- Nominations Committee deliberations end: Friday, 12 February 2016
- Candidates announced. Petition period opens: Friday, 19 February 2016
- Petition period closes: Friday, 4 March 2016
- Final candidate slate announced: Wednesday, 9 March 2016
- Election eligibility cut-off date: Thursday, 17 March 2016
- Elections start date: Ballots posted. Voting opens: Monday, 21 March 2016
- Voting closes. Ballots counted: Wednesday, 20 April 2016
- Certification of election & publication of provisional results. Challenge period opens: Monday, 25 April 2016
- Challenge period closes: Monday, 2 May 2016
- Challenge response period ends. Results finalized and announced: Monday, 9 May 2016
Resolution 2015-50: Approve the minutes of the 124th meeting of the ISOC Board of Trustees
RESOLVED that the minutes of the 124th meeting of the Board of Trustees, held 16 September 2015 in Half Moon Bay, California, USA are approved.
Resolution 2015-51: Welcome the new ISOC Ireland Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Ireland Chapter, which was chartered and approved since the last Board meeting.
Resolution 2015-52: Welcome the new Internet of Food Special Interest Group
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet of Food Special Interest Group, which was chartered and approved since the last Board meeting.
Resolution 2015-53: Approval of the call and timetable for the 2016 PIR director selections
RESOLVED, that the call for nominations for the 2016 PIR Director selections is approved as presented and the following selection timetable is adopted:
PIR Board of Directors Appointment Process Timetable
- Board Approves Call: On or before October 30, 2015
- Application Period Begins: October 31, 2015
- Application Period closes/NomCom Review Begins: November 30, 2015
- NomCom Review Ends/Slate sent to ISOC Board for Review: February 19, 2016
- Board Review & E-vote: February 19, 2016 – March 18, 2016
- New Directors Informed & Two Month On-Boarding Process Begins: March 21, 2016
- Two Month On-Boarding Ends: May 23, 2016
- New Directors Seated: May 23, 2016 or later.
Resolution 2015-54: Approve the minutes of the 125th meeting of the ISOC Board of Trustees
RESOLVED that the minutes of the 125th meeting of the Board of Trustees, held October 15, 2015 via teleconference, are approved.
Resolution 2015-55: Approve Governance Committee guidance to the Nominations Committee
RESOLVED that the ISOC Board of Trustees approves the Governance Committee Guidance, as presented, to the 2015-2016 Nominations Committee.
Resolution 2015-56: Approve the Internet Society 2016 Plan and 2016 budget
RESOLVED, that the Board approves the Internet Society 2016 Plan and 2016 Budget as documented in the 2016 Plan submission.
Resolution 2015-57: Accepting IETF process documents
RESOLVED, that the Board of Trustees accepts the following IETF process documents published since the Board adopted Resolution 2008-24, and accepts the responsibilities of ISOC described in the documents.
L. Dusseault & R. Sparks, Guidance on Interoperation and Implementation Reports for Advancement to Draft Standard. RFC 5657, September 2009. (Also BCP0009)
H. Alvestrand & R. Housley, IESG Procedures for Handling of Independent and IRTF Stream Submissions. RFC 5742, December 2009. (Also BCP0092)
M. Cotton et al, Internet Assigned Numbers Authority (IANA) Procedures for the Management of the Service Name and Transport Protocol Port Number Registry. RFC 6335, August 2011. (Also BCP0165)
R. Housley et al, Reducing the Standards Track to Two Maturity Levels. RFC 6410, October 2011. (Also BCP0009)
M. Cotton et al, Special-Purpose IP Address Registries, RFC 6890, April 2013. (Also BCP0153)
P. Resnick, Retirement of the “Internet Official Protocol Standards” Summary Document, RFC 7100, December 2013. (Also BCP0009)
O. Kolkman et al, Characterization of Proposed Standards, RFC 7127, January 2014 (Also BCP0009)
S. Moonesamy, IETF Guidelines for Conduct, RFC 7154, March 2014. (Also BCP0054)
M. Kucherawy, IAB, IESG, and IAOC Selection, Confirmation, and Recall Process: Operation of the Nominating and Recall Committees, RFC 7437, January 2015. (Also BCP0010)
S. Dawkins, Increasing the Number of Area Directors in an IETF Area, RFC 7475, March 2015. (Also BCP0009)
Resolution 2015-58: Approve the establishment of a branch office
(Note: Passport numbers will be filled in on the version of the resolution presented to the UAE authorities.)
WHEREAS the Board of Trustees of the INTERNET SOCIETY, a non-profit organization duly established under the laws of the District of Columbia, United States of America with registration number 54-1650477 and having its registered office at 1775 Wiehle Avenue Suite 201, Reston, VA 20190, United States of America (hereafter referred to as the “Organization”), has discussed the establishment of a branch office of the Organization in Knowledge Village, United Arab Emirates (“UAE”);
RESOLVED:
1. THAT a branch office of the Organization with the name “INTERNET SOCIETY”, or such other name as is acceptable and approved by the Dubai Creative Clusters Authority (“DCCA”), shall be registered in Knowledge Village, UAE (hereafter referred to as the “Branch Office”);
2. THAT the Organization shall guarantee all financial obligations incurred by the Branch Office;
3. THAT Gregory M. Kapfer, a United States of America national holding passport number XXXXXXXXX, shall be appointed as the manager of the Branch Office (the “Manager”);
4. THAT the Manager shall have power and authority to do and undertake all acts on the Branch Office’s behalf for any transaction, including but not limited to the right to sell, buy, lease, mortgage, assign, rent or dispose of any real property, the right to execute, accept, undertake and perform all contracts in the Branch Office’s name, the right to initiate, defend, commence or settle legal actions on behalf of the Branch Office and the right to retain any accountant, attorney or other adviser deemed necessary to protect the Branch Office’s interests relative to any of the foregoing powers;
5. THAT the Manager shall have the power and authority to open, operate and close bank accounts in the name of the Branch Office and register his signature as authorized bank account signatory with the relevant financial institutions;
6. THAT the Manager shall have the power and authority to sign bank mandates, checks drawn on any account opened in the name of the Branch Office at any bank for the purpose of operating the Branch Office and to endorse on behalf of the Branch Office any checks, drafts or other negotiable instruments which he may deem necessary or proper in relation to the affairs of the Branch Office’s business;
7. THAT the Organization shall execute a power of attorney in favor of the Manager in the form of the draft tabled at the meeting;
8. THAT the Organization shall appoint any one of the following partners and associates of Taylor Wessing (Middle East) LLP, of Rolex Tower, 26th Floor, Shaikh Zayed Road, P.O. Box 33675, Dubai, UAE, namely:
Mark Fraser, a British national holding passport number XXXXXXXXX; or
Jerry David Parks, a British national holding passport number XXXXXXXXX; or
Benjamin James Constance, an Australian national holding passport number XXXXXXXXX; or
Ronnie Rifai, an American national holding passport number XXXXXXXXX; or
Marie-Edwige Audrey Blanche Borye, a French national holding passport number XXXXXXXXX; or
Madeleine Herkes, a British national and holder of passport number XXXXXXXXX; or
Julia Ofer, a German national holding passport number XXXXXXXXX; or
Elsayed Gaber Afity Zineldin, an Egyptian holding passport number XXXXXXXXX; or
Thenjiwe Pamela Macanda, a British national holding passport number XXXXXXXXX;
acting jointly or individually (hereinafter called the “Attorney”) to act on behalf of the Organization as its true and lawful attorney and to do and/or execute all or any of the acts and things hereinafter mentioned for and in the name of the Organization (and/or the Branch Office) and on its behalf, namely:
8. 1 to act as the Organization negotiator/legal representative in Dubai and the UAE, and to represent the Organization in all negotiations, discussions and dealings with the DCCA in relation to the establishment, registration and licensing the Branch Office, and the obtaining and renewal of such other approvals, permits, licenses, certificates and consents as may be necessary to maintain the Branch Office in good standing with the relevant local and/or federal authorities in Dubai and the UAE, and to obtain and renew from time to time all such work permits and residence visas and other permits as may be required for employees of the Branch Office and their families and for visitors of the Branch Office;
8.2 to conclude, sign and execute on behalf of the Organization any contracts, forms or documents in connection with the establishment of the Branch Office following such negotiations with the above authorities including but not limited to lease agreement, personnel secondment agreement, and to pay all fees, and expenses relating to the Branch Office and obtain a good receipt therefor;
8.3 to procure its registration as an authorized signatory of the Branch Office with all federal and local governmental or other authorities including service providers (Etisalat, DU, DEWA, etc…);
8.4 to represent the Organization and/or Branch Office in all negotiations, discussions and dealings with the DCCA, the Department of Economic Development of the Government of Dubai, the Dubai Municipality, the UAE Ministry of Economy & Commerce, the Dubai Chamber of Commerce & Industry, a UAE Notary Public, the Ministry of Labour & Social Affairs, the Department of Immigration, Roads and Transport Authority, a UAE police department, any UAE Port and/or Customs Authority and/or all other local and federal authorities in the UAE and to sign and execute all such application forms, declarations, resolutions and documents of whatever kind as maybe required by the said authorities in relation to any matters as the Attorney may deem fit;
8.5 to conclude, sign and execute any documents of whatever kind pursuant to the laws and regulations of the UAE and the DCCA for the purposes of acquiring such approvals, permits and consents (and renewals thereof) as may be required in connection with the registration, licensing and operation of the Branch Office in the Knowledge Village and to sign and execute all such application forms, agreements, declarations, shareholder resolution and documents relating, but not limited to, the appointment and change of manager or any other officer of the Branch Office, change or cancellation of license, change of name, change of address, liquidation and deregistration of the Branch Office and to vary, change, amend and/or renew such documents, registrations, licenses, permits and authorizations;
8.6 to sign, execute, carry into effect and perform all agreements, contracts or other undertakings entered into by the Organization and/or the Branch Office in normal course of business of the Branch Office with any other person or persons, body or corporation and to vary or rescind the same or any of them;
8.7 to represent the Organization and/or the Branch Office before all courts, committees and tribunals of whatsoever nature, all ministries, departments and other government agencies, all municipalities and other federal and local administrative offices and all authorities in all matters concerning the Branch Office’s affairs and to sign and execute all manner of documents, deeds, and to do and execute all acts and things which may be required by or necessary in the Branch Office’s dealings with any of the foregoing bodies;
8.8 to draw, sign, execute and deliver any notices or demands through the notary public or any other competent authority or officer and whenever necessary to appear before Courts in Dubai or any other emirate in the UAE for the purposes of signing and notarizing powers of attorney in favor of advocates, legal consultants, debt collection agents in connection with any legal proceedings brought or to be brought by or against the Organization and/or the Branch Office before any court or other judicial or quasi-judicial or other governmental or non-governmental tribunal in any part of the UAE or for the purposes of signing and notarizing powers of attorney in favor of any other person for any other purpose as the Attorney shall in his absolute discretion think fit; and
8.9 to appoint and remove at the Attorney’s discretion any substitute or agent under the Attorney (including advocates) and to delegate all or part of the foregoing powers to such person or persons.
9. THAT the Organization shall confirm that the authorized signatory below is empowered to sign on behalf of and bind the Organization.
Signed by:
Robert M. Hinden
Chairman
Resolution 2015-59: Approve the Power of Attorney in regards to the branch office in UAE
RESOLVED that the Board of Trustees approves Gregory M. Kapfer as attorney and general manager of the branch office in UAE as detailed in the Power of Attorney provided to the Board.
Resolution 2014-01: approving meeting minutes
RESOLVED that the minutes of the 107th meeting of the ISOC Board held on November 24th 2013 in Buenos Aires, Argentina and the minutes of the 108th meeting of the ISOC Board held on December 12th via teleconference are approved.
Resolution 2014-02: appointing a member of the IAOC
RESOLVED that Scott Bradner is appointed to the IAOC for a two-year term. The term to start on March 5th 2014
Resolution 2014-03: Thanking Lynn St.Amour for her service to the Internet Society
WEREAS Lynn St.Amour joined the Internet Society in 1998 as the Executive Director of its Europe, Middle East, and Africa division, was promoted to be ISOC’s global Executive Director and COO in 1999 and then to be ISOC’s President and CEO in 2001
WHEREAS Lynn’s leadership and efforts have put the Society onto a stable financial foundation by expanding organizational memberships and by establishing the Public Interest Registry while expanding the Society’s global footprint
WHERAS Lynn’s leadership and efforts have established the Society as the organizational and financial home of the IETF
WHEREAS Lynn’s leadership and efforts have established the Society as the preeminent voice and champion for an open and evolving Internet
RESOLVED that the Board offers its heartfelt thanks for Lynn St.Amour’s tireless work in support of the Internet Society.
Resolution 2014-04: Authority to report to Geneva Trade Register
RESOLVED, that the ISOC Board of Trustees authorizes its representative, M. Eric Alves de Souza, to request that Kathryn C. Brown, CEO and President of the Internet Society, be listed in the Geneva Registré du Commerce as authorized to act as fiduciary for the Internet Society, acting at the direction of the Board of Trustees.
FURTHER RESOLVED, that the ISOC Board of Trustees authorizes M. de Souza to have Ms. Lynn St.Amour removed from the Geneva Registré du Commerce in recognition of her departure from the Internet Society.
Resolution 2014-05: Approval of the execution by Public Interest Registry of Registry Agreements with ICANN for the .NGO and .ONG TLDs
Be it RESOLVED that the Board of Trustees of the Internet Society approves PIR’s execution of the ICANN Registry Agreements and related Supplements to the Registry Agreement for the provision of .NGO AND .ONG Top Level Domain services, as approved by the PIR Board of Directors on 17 December 2013.
Be it FURTHER RESOLVED that the Board of Trustees of the Internet Society approves PIR’s submittal of a Registry Service Evaluation Process (RSEP) request to link the simultaneous registration of the .NGO and .ONG domain names.
Resolution 2014-06: Approval of the offering by Public Interest Registry of Registry Lock Services
RESOLVED that the Board of Trustees of the Internet Society approves PIR’s submittal of a Registry Service Evaluation Process (RSEP) request to offer Registry Lock services for the .ORG domain.
Resolution 2014-07: Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda are approved and ratified:
a/ Approve the minutes of the 109th meeting of the Board of Trustees.
Resolution 2014-08: Approve the minutes of the 109th Board meeting
RESOLVED that the minutes of the 109th meeting of the Board of Trustees, held on January 30 in Santa Monica, California, are approved.
b/ Ratify the e-vote on approval of the minutes of the 106th meeting of the Board of Trustees
Resolution 2014-09: Approval of minutes of the 106th board meeting
RESOLVED that the minutes of the 106th meeting of the Board of Trustees held November 22nd and 23rd in Buenos Aires, Argentina are approved.
c/ Ratify the e-vote to adopt a revised elections schedule
Resolution 2014-10: Adopt a revised elections schedule
RESOLVED that the ISOC Board of Trustees adopts the following revised elections timetable:
Call for Nominations: 29 October 2013
Nomination Period Closure: 28 December 2013
Nominations Committee Deliberations Ends: 11 January 2014
Candidates Announced, Petition Period Opens: 27 February 2014
Petition Period Closure: 13 March 2014, 23:59 UTC
Final Candidate Slate Announced/ Candidate Forum Begins: 14 March 2013
Ballots Posted (e-mail): 25 March 2014
Voting Closes, Election Date, Ballots Counted: 25 April 2014
Certification of Election, Challenge Period Opens: 2 May 2014
Challenge Period Closes: 7 May 2014
Challenge Response Period Ends, Results Finalized/Announced: 12 May 2014
Annual General Meeting: 27 June 2014
d/ Ratify the e-vote on the Board Governance Committee’s guidance to the Nomcom.
Resolution 2014-11: Approve Board Governance committee guidance to the Nomcom
RESOLVED that the ISOC Board of Trustees adopts the Board Governance Committee Guidance to the 2014 Nomcom.
e/ Ratify the e-vote to appoint Arthur Reilly and Hartmut Glaser to the PIR Board of Directors.
Resolution 2014-12: Approve appointment to the PIR Board of Directors
RESOLVED that the ISOC Board of Trustees appoints Arthur Reilly and Hartmut Glaser to the PIR Board of Directors for the period starting at the beginning of the mid-year 2014 PIR Board meeting and ending at the end of the day before the start of the mid-year 2017 PIR Board meeting.
FURTHER RESOLVED, that the ISOC Board thanks the all of the people who were nominated for consideration for this position.
f/ Ratify the e-vote to approve the 2014 IAB slate.
Resolution 2014-13: Approve the 2014 IAB slate
RESOLVED, that the 2014 IAB slate consisting of the following individuals is approved:
IAB Slate Selection of Nomcom 2013
Mary Barnes, Polycom
Marc Blanchet, Viagénie (incumbent)
Ted Hardie, Google
Joe Hildebrand, Cisco
Eliot Lear, Cisco (incumbent, 1 year term)
Brian Trammell, ETHZ
FURTHER RESOLVED, that he ISOC Board thanks the IETF NomCom and its Chair, Allison Mankin, for their time and hard work.
Resolution 2014-14: Welcome the InterPlanetary Networking Chapter of the Internet Society
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new InterPlanetary Networking Chapter of the Internet Society which was chartered and approved since the last Board meeting.
Resolution 2014 15: Approval of the submission by Public Interest Registry of Registry Service Evaluation Process requests to amend prior Registry Agreements with ICANN
Be it RESOLVED that the Board of Trustees of the Internet Society approves PIR’s submission of ICANN Registry Service Evaluation Process requests, as approved by the PIR Board of Directors on 22 March, 2014, for permission to:
offer .??? domain names in languages other than Russian;
offer second level domains under the Hindi Registry Agreement; and
provide Registry Lock Services in for PIR’s six new TLDs.
Be it further RESOLVED, if the RSEP submissions are accepted by ICANN that the Board of Trustees authorizes PIR to execute amendments to the affected Registry Agreements with ICANN, which authorize PIR to offer the services described above.
Resolution 2014-16: Approve the minutes of the 110th board meeting
RESOLVED that he minutes of the 110th meeting of the Board of Trustees,
held 1 April 2014 via teleconference are approved.
Resolution 2014-17 Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:
a/ Approve the minutes of the 111th meeting of the Board of Trustees
Resolution 2014-18: Approve the minutes of the 111th Board meeting
RESOLVED that the minutes of the 111th meeting of the Board of Trustees, held on April 6-7 in Hong Kong, is approved.
b/ Ratify the e-vote on approving the PIR business proposal
Resolution 2014-19: Ratify the e-vote to Approve PIR business proposal
RESOLVED that the e-vote held between 22 and 29 May 2014 approving the PIR business proposal is ratified. The e-vote passed unanimously, except for Desiree Miloshevic and Theresa Swinehart, who abstained. The resolution in the e-vote was:
Resolution 2014-20: Approving PIR business proposal
RESOLVED, The ISOC Board of Trustees approves the business proposal presented by Public Internet Registry (PIR) subject to the conditions communicated to the PIR board by the Chair of the ISOC Board.
FURTHER RESOLVED, that the ISOC Board of Trustees recognizes that this is an important step by PIR that will help ensure continued support to ISOC in a changing environment, and expresses its appreciation for the continued high level of support that the ISOC has received over the years.
Resolution 2014-21: Recognition of outgoing PIR Board member
RESOLVED, that the ISOC Board of Trustees extends its gratitude to Raimundo Beca for his service on the PIR Board of Directors from June 2011 to June 2014.
Resolution 2014-22: Welcome new chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Burkina Faso Chapter of the Internet Society and the Internet Society Chapter of Malta, which were both chartered and approved since the last Board meeting.
Resolution 2014-23: Accept the Nominations Committee Report
RESOLVED that the Report of the 2014 Nominations Committee is accepted.
Resolution 2014-24: Accept the Elections Committee Report
RESOLVED that the Report of the 2014 Elections Committee is accepted.
Resolution 2014-25: Accept the Governance Committee Report
RESOLVED that the Report of the Governance Committee is accepted.
Resolution 2014-26: Accept the Finance Committee Report
RESOLVED that the Report of the Finance Committee is accepted.
Resolution 2014-27: Approve formation of the Internet Governance Forum Supporting Association
WHEREAS, Board Resolution 2013-48 authorized the CEO to establish a legal structure to assist in the development of broad financial support for the Internet Governance Forum, as a multistakeholder organization, and authorized the CEO to release an amount not to exceed US $200,000 in support of the IGF in 2014
RESOLVED, that the CEO of the Internet Society be authorized to establish a legal structure to assist in the development of broad financial support for the Internet Governance Forum
BE IT FURTHER RESOLVED that the foundational documents for this legal structure are approved as offered.
Resolution 2014-28: Accept and convey a list of items for action by the 2014-2015 ISOC Board of Trustees
RESOLVED, The ISOC Board of Trustees accepts as accurate the Summary of Agreed Board Action Items
BE IT FURTHER RESOLVED that the ISOC Board of Trustees conveys the Summary of Agreed Board Action Items to the 2014-2015 ISOC Board of Trustees for action.
Resolution 2014-29: Accept the Independent Auditors Report
RESOLVED, that the 2013 Independent Auditors Report is accepted, in reliance on the PIR 2013 Independent Auditors Report as accepted by the PIR Board on 13 June 2014.
Resolution 2014-30: Accept the Report of the Audit Committee
RESOLVED, that the report of the Audit Committee is accepted.
Resolution 2014-31: Approval of the Minutes of Board Meeting 112
RESOLVED, that the minutes of Meeting 112 of Internet Society Board of Trustees held by teleconference 16 June 2014 are approved.
Resolution 2014-32: Accept the Summary of Agreed Board Action Items
RESOLVED: The ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2013-2014 Board of Trustees.
Resolution 2014-33: Recognition of outgoing Trustees
RESOLVED, that the board thanks outgoing Board members Alain Aina, Raúl Echeberría, Theresa Swinehart and Bert Wijnen for their dedication and outstanding service to the Internet Society.
Resolution 2014-34: Approve bylaws of PIR NewCo Retail Business
RESOLVED, The ISOC Board of Trustees approves the bylaws of the PIR NewCo Retail Business.
Resolution 2014-35: Welcome the Indonesia-Jakarta Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Indonesia-Jakarta Chapter which was chartered and approved since the last Board meeting.
Resolution 2014-36: Create the Executive Committee
RESOLVED, that the Board creates the Executive Committee, approves its charter as proposed and appoints Narelle Clark, Dave Farber and Rudi Vansnick as members of the Committee, along with Kathy Brown (President & CEO), Jason Livingood (Treasurer), Scott Bradner (Secretary) and Bob Hinden (Chair of the Board) who serves as chair of the committee.
Resolution 2014-37: Create the Finance Committee
RESOLVED, that the Board creates the Finance Committee, approves its charter as proposed, and appoints, Dave Farber, Sean Turner and Hiroshi Esaki as committee members, along with Kathy Brown (President), and Jason Livingood (Treasurer) who serves as chair of the committee.
Resolution 2014-38: Create the Compensation Committee
RESOLVED, that the Board appoints Eric Burger, Keith Davidson, Sean Turner and Rudi Vansnick as members of the Compensation Committee, along with Bob Hinden (Chair of the Board) who serves as chair of the committee.
Resolution 2014-39: Create the Nominations Committee
RESOLVED, that the Board creates the Nominations Committee, approves its charter as proposed, and appoints Narelle Clark as committee Chair. Kathy Brown (President) serves as a non-voting, ex-officio member of this Committee.
Resolution 2014-40: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates the Elections Committee, approves its charter as proposed, and appoints Gihan Dias as committee Chair. Kathy Brown (President) serves as a non-voting, ex-officio member of this Committee.
Resolution 2014-41: Appoint the chair of the Governance Committee
RESOLVED, that the Board creates the Governance Committee, approves its charter as proposed, and appoints Desiree Miloshevic as committee Chair as well as Eric Burger, Keith Davidson, Bob Hinden and Scott Bradner as committee members. Kathy Brown (President) serves as a non-voting, ex-officio member of this Committee.
Resolution 2014-42: Appoint a liaison to the IETF Nominations Committee
RESOLVED, that the ISOC Board appoints Desiree Miloshevic as ISOC Liaison to the IETF nominations Committee for the 2014-2015 term.
Resolution 2014-43: Create the Audit Committee
RESOLVED, that the Board creates the Audit Committee, approves its charter as proposed, appoints Eric Burger as Chair and Narelle Clark, Gihan Dias and Rudi Vansnick as members of the Committee.
Resolution 2014-44: Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were
approved and ratified:
a/ Approve the minutes of the 113th meeting of the Board of Trustees.
Resolution 2014-45: Approve the minutes of the 113th Board meeting.
RESOLVED that the minutes of the 113th meeting of the Board of Trustees, held June 27-28, 2014 in London, are approved.
b/ Approve the minutes of the 114th meeting of the Board of Trustees.
Resolution 2014-46: Approve the minutes of the 114th Board meeting.
RESOLVED that the minutes of the 114th meeting of the Board of Trustees, held July 2, 2014 via teleconference, are approved.
c/ Ratify the motion to appoint representatives on the NTIA/IANA group.
Resolution 2014-47: Ratify a motion passed in executive session.
RESOLVED that the Board ratifies the following motion passed during the July 2, 2014 special board meeting:
Resolution 2014-48: Appoint ISOC representatives on the NTIA/IANA group
RESOLVED, that the Board appoints Narelle Clark and Demi Getschko as the
ISOC representatives on the NTIA/IANA Stewardship Transition Coordination
Group.
d/ Ratify the e-vote to approve the PIR Call for Candidates and Timetable.
Resolution 2014-49: Approve the Call for Candidates and Timetable for PIR Board of Directors Appointments for 2015.
RESOLVED that the e-vote held between 8 and 15 September 2014 approving the Call for Candidates and Timetable for PIR Board of Directors Appointments for 2015 is ratified. The e-vote passed unanimously except for Desiree Miloshevic, who abstained. The resolution in the e-vote was:
RESOLVED, The ISOC Board of Trustees approves the PIR – Call for Nominations, Internet Society Call for Nominations for the Board of Directors of the Public Interest Registry” as proposed and approves the following timetable for the appointment process.
Board Approves Call and Timetable: September 18, 2014
Application Period Begins: September 29, 2014
Application Period closes/NomCom Review Begins: November 24, 2014
NomCom Review Ends/Slate sent to ISOC Board for Review: February 6, 2015
BoT Review & E-vote: March 20, 2015
New Directors informed & Two Month Transition Begins: April 20, 2015
Two Month Transition Ends: June 20, 2015
New Directors Seated: June 20 or later
Resolution 2014-50: Welcome new chapter.
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society El Salvador Chapter, which was chartered and approved since the last Board meeting.
Resolution 2014-51: Appoint the members of the ISOC 2015 Nominations Committee.
RESOLVED that Sean Turner, Keith Davidson, Rinalia Abdul Rahim, Carolina Aguerre and Alain Aina be appointed as members of the Nominations Committee chaired by Narelle Clark.
Resolution 2014-52: Appoint the members of the ISOC 2015 Elections Committee.
RESOLVED that Desiree Miloshevic, Hans Peter Dittler, Scott Mansfield, and Kris Seeburn be appointed as members of the Elections Committee chaired by Gihan Dias.
Resolution 2014-53: Approve PIR Agreements in Support of NGO|ONG
RESOLVED, The ISOC Board of Trustees approves the execution of agreements between PIR and Afilias to provide services in support of Public Interest Registry’s offering of NGO|ONG domain names.
Resolution 2014-54 Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:
a/ Approve the minutes of the 115th meeting of the Board of Trustees.
Resolution 2014-55: Approve the minutes of the 115th Board meeting.
RESOLVED that the minutes of the 115th meeting of the Board of Trustees, held on September 18, 2014 in Irvington, Virginia, USA is approved.
b/ Ratify the e-vote to approve the 2015 Elections Calendar.
Resolution 2014-56: Ratify the e-vote to approve the 2015 Elections Calendar.
RESOLVED that the e-vote held between September 22 and 29, 2014 approving the 2015 Elections Calendar is ratified. The e-vote passed unanimously. The resolution in the e-vote was:
RESOLVED, The ISOC Board of Trustees approves the Board Elections Calendar as follows:
Call for Nominations opens: Tuesday, 21 October 2014
Nominations period closes: Saturday, 20 December 2014
Nominations Committee deliberations end: Saturday, 7 February 2015
Candidates announced. Petitions period opens: Monday 16 February 2015
Petitions period closes: Saturday, 28 February 2015
Final candidate slate announced. Candidate Forum begins: Monday, 2 March 2015
Ballots posted. Voting opens: Friday, 13 March 2015
Voting closes. Ballots counted: Monday, 6 April 2015
Certification of election. Challenge period opens: Friday, 10 April 2015
Challenge period closes: Friday, 17 April 2015
Challenge response period ends. Results finalized and announced: Tuesday, 21 April 2015
Resolution 2014-57: Welcome the new Internet Society Turkey Chapter.
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Turkey Chapter, which was chartered and approved since the last Board meeting.
Resolution 2014-58: Welcome the new Internet Society Republic of Korea Chapter.
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Republic of Korea Chapter, which was chartered and approved since the last Board meeting.
Resolution 2014-59: Approve the minutes of the 116th Board meeting.
RESOLVED, that the minutes of the 116th meeting of the Board of Trustees, held November 3, 2014 via teleconference, are approved.
Resolution 2014-60: In appreciation of ISOCs actions relating to the 2014 ITU Plenipotentiary meeting in Busan.
RESOLVED, that the Board expresses its appreciation to the CEO and staff of ISOC who were involved in developing policy principles or participated in the ITU Plenipotentiary, Busan 2014, in particular taking advantage for building partnerships. Particular thanks are extended to Sally Wentworth for producing the matrix of key issues relating to the draft resolutions for the Plenipotentiary. This matrix served as a valuable resource for participating Internet Society members and many Government delegations, as a clarification of concepts relating to maintaining an open, global Internet.
Resolution 2014-61: Approve the Internet Society 2015 Plan and 2015 budget, contingent on the Board of the Public Interest Registry finalizing their budget before January 1, 2015, with a $29,500,000 contribution to the Internet Society.
RESOLVED, that the Board approves the Internet Society 2015 Plan and 2015 Budget as documented in the 2015 Plan submission.
Resolution 2014-62: Approve the proposal for ISOC technology improvements.
RESOLVED, that the Board approves the proposal for ISOC technology improvements using non-recurring PIR funds.
Resolution 2013-01: Approval of the minutes of the 99th board meeting
RESOLVED that the minutes of the 99th board meeting held via teleconference on 19 November 2012 are approved.
Resolution 2013-02: Create a By-Laws Working Group
RESOLVED, that the Board of Trustees approves the creation of a By-Laws Working Group, reporting to the Board of Trustees, and adopts its Charter which will be made public by posting on the Internet Society’s website.
Resolution 2013-03: Approve the 2013 IAB slate
RESOLVED, that the 2013 IAB slate consisting of the following individuals is approved:
- Alissa Cooper
- Joel Halpern
- Russ Housley
- Eliot Lear (for a one year term)
- Xing Li
- Andrew Sullivan
- Dave Thaler
The ISOC Board thanks the IETF NomCom and its Chair, Matthew Lepinski, for their time and hard work.
Resolution 2013-04 Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified
a/ Approval of the minutes of the 100th meeting of the Board of Trustees, held via teleconference on 21 January 2013
b/ Ratify the e-vote to amend the 2013 Elections Timetable:
RESOLVED, that the 2013 Elections Timetable be amended according to the attached schedul
- Call for Nominations: 15 November 2012
- Nomination Period Closure: 02 January 2013
- Nominations Committee Deliberations Ends: 15 February 2013
- Candidates Announced, Petition Period Opens: 22 March 2013
- Petition Period Closure: 5 April 2013, 23:59 UTC
- Final Candidate Slate Announced/ Candidate Forum Begins: 12 April 2013
- Ballots Posted (e-mail): 22 April 2013
- Voting Closes, Election Date, Ballots Counted: 23 May 2013
- Certification of Election, Challenge Period Opens: 31 May 2013
- Challenge Period Closes: 7 June 2013
- Challenge Response Period Ends, Results Finalized/Announced: 14 June 2013
- Annual General Meeting: 3 August 201
c/ Ratify the e-vote on the ISOC Chair potential conflict of interest
RESOLVED that the Internet Society Board of Trustees, having been made aware of a temporary consulting relationship between the Internet Corporation for Assigned Names and Numbers (ICANN) and Eva Frolich, the Chair of the Internet Society Board of Trustees, while a potential conflict of interest may appear to exist, does not believe one exists, and as such, per The Internet Society Conflict of Interest Policy:Trustees, Board Committee Members, and Non-Employee Officers Section IV, the Board has determined to take no action.
Resolution 2013-05: establish a CEO Appointments Committee
RESOLVED, that a CEO Appointments Committee be established.
That all current Trustees who have irrevocably disclaimed all interest in accepting the CEO position are members of the committee.
That the CEO Appointments Committee be empowered to establish the job description and the terms and conditions under which the new CEO will be engaged.That the CEO Appointments Committee be empowered to contract with such consultants, human resources firms, recruitment firms, advertising options and legal advisors as deemed appropriate and incur expenditures in order to satisfactorily complete the recruitment process.
That the Committee will organize its management and processes as it sees fit.
Resolution 2013-06: ISOC Board of Trustees Welcomes New Chapters
RESOLVED, that the SOC Board of Trustees warmly welcomes the Estonia Chapter of the Internet Society, Canada Chapter of the Internet Society, Russia Chapter of the Internet Society and the rejuvenated Egypt Chapter of the Internet Society which were chartered and approved since the last Board meeting.
Resolution 2013-07: Accept the Nominations Committee Report
RESOLVED that the Report of the 2013 Nominations Committee is accepted and that request that the Nominations Committee mailing list be closed and deleted.
Resolution 2013-08: Authority of Secretary to report to Geneva Trade Register
RESOLVED, that the ISOC Board of Trustees authorizes the Secretary to request that Eric Alves de Souza, of the Geneva-based law firm of BAZ Legal, be listed in the Geneva Registre du Commerce as authorized to act as fiduciary for the Internet Society, acting at the direction of the Board of Trustees, as communicated by the Chair of the Board or the Chief Executive Officer of the Society. The Board also authorizes the Internet Society staff to execute an agreement for this service with BAZ Legal that includes indemnification when acting in this role.
Resolution 2013-09 Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:
a/ Approval of the minutes of the 101st meeting of the Board of Trustees, held on 13 April 2013 in Beijing China, is approved.
b/ Ratify the e-vote to appoint PIR Directors.
RESOLVED, that the following e-vote appointing PIR Directors is ratified:
RESOLVED that the ISOC Board of Trustees appoints Amitabh Singhal and Roberto Gaetano to the PIR Board of Directors for the period starting at the beginning of the mid-year 2013 PIR Board meeting and ending at the end of the day before the start of the mid-year 2016 PIR Board meeting; and Eric Huizer for the period starting at the beginning of the mid-year
2013 PIR Board meeting and ending at the end of the day before the start of the mid-year 2015 PIR Board meeting.
c/ Ratify the e-vote authorizing Public Interest Registry’s execution of the registry contract
RESOLVED, that the following e-vote authorizing Public Interest Registry’s execution of the registry contract with ICANN is ratified:
Authorize Public Interest Registry’s execution of the registry contract with ICANN WHEREAS, the Bylaws of the Public Interest Registry require any contract or contract amendment with ICANN to be approved by the Board of the Internet Society,
WHEREAS, the PIR Board has done due diligence and believes the registry contract negotiated with ICANN is in the best interest of Public Interest Registry, WHEREAS, ICANN procedures require a forty-two (42) day public comment period for registry agreements, and WHEREAS, Public Interest Registry has requested that the Board of Trustees of the Internet Society approve the registry contract with ICANN.
NOW THEREFORE: Be it RESOLVED that the Board of Trustees of the Internet Society approves the execution of the ICANN contract as negotiated by Public Interest Registry, and approved by the Public Interest Registry Board of Directors, subject to completion of the ICANN public com
d/ Ratify the e-vote approving the selection of Erik Nordmark to the IAB.
RESOLVED, that the Board approves the selection of Erik Nordmark to fill the remainder of the IAB term of Spencer Dawkins.
e/ Accept the 2012 Independent Auditors Report.
RESOLVED, that the 2013 Independent Auditors Report is accepted, in reliance on and subject to the PIR Board’s acceptance of its 2012 Independent Auditors Report with no substantive changes to the consolidated 2012 Internet Society Audit Report.
Resolution 2013-10: ISOC Board of Trustees Welcomes New Chapters
RESOLVED, that the Internet Society Board of Trustees warmly welcomes the Internet Society Chapter of Pakistan which was chartered and approved since the last Board meeting.
Resolution 2013-11: Accept the 2012 – 2013 Election Committee Report
RESOLVED, that the Report of the 2012- 2013 Election Committee is accepted.
Resolution 2013-12: Non-Recurring Contribution from Public Interest Registry
WHEREAS, the Board of Directors of Public Interest Registry has determined that an additional $10 million contribution may be made available to the Internet Society.
RESOLVED, that the ISOC Board requests that the Chief Executive Officer of the Internet Society, as liaison to the Board of Directors of Public Interest Registry, request that Public Interest Registry make an additional $10 million available to the Internet Society for its charitable purposes.
Resolution 2013-13: Approve changes in the Investment Policy
RESOLVED, that the Board approves the amendments to the Investment Policy for the Internet Society, as recommended by the Finance Committee of the Board of Trustees.
Resolution 2013-14: Approve amendments to the Endowment Policy for the Open Internet Endowment
RESOLVED, that the Board approves the amendments to the Endowment Policy for the Open Internet Endowment, as recommended by the Finance Committee of the Board of Trustees.
Resolution 2013-15: Amending the Target Asset Mix allowed for in the Investment Policy with respect to Continuity Funds
RESOLVED, that the Board approves the amendment to the Target Asset Mix allowed for in the Investment Policy with respect to Continuity Funds.
Resolution 2013-16: Adopt the Amended and Restated By-Laws
RESOLVED, that the Amended and Restated By-Laws, as recommended by the By-Laws Working Group, be adopted by the Board.
Resolution 2013-17: Approval of the Minutes of Board Meeting #102
RESOLVED, that the minutes of Meeting 102 of Internet Society Board of Trustees held by teleconference 22 July 2013 are approved.
Resolution 2013-18: Approval of the Call for Candidates and timetable for the PIR Board of Directors Appointments for 2014
RESOLVED, that the Call for Candidates and timetable for the 2014 PIR Board of Directors Appointment is approved.
Resolution 2013-19: Appoint chair and members of the Executive Committee
RESOLVED, that the Board appoints Bob Hinden, as Chair, Dave Farber, Theresa Swinehart and Narelle Clark as members of the committee, along with Lynn St. Amour (as President & CEO), Jason Livingood (as Treasurer) and Scott Bradner (as Secretary).
Resolution 2013-20: Appoint chair and members of the Audit Committee
RESOLVED, that the Board appoints Eric Burger as the chair of the Audit Committee, and Narelle Clark, Raul Echeberria and Alain Aina as members of the committee.
Resolution 2013-21: Appoint a chair and members of the Finance Committee
RESOLVED, that the Board appoints Jason Livingood as the chair of the Finance Committee, and Bert Wijnen, Dave Farber and Rudi Vansnick as members of the committee. The President serves as a non-voting, ex-officio member of this Committee.
Resolution 2013-22: Appoint a chair and members of the Compensation Committee
RESOLVED, that the Board appoints Bob Hinden as the chair of the Compensation Committee, and Bert, Alain and Theresa Swinehartas members of the committee.
Resolution 2013-23: Appoint a chair of the Nominations Committee
RESOLVED, that the Board appoints Keith Davidson as the chair of the Nominations Committee. The President serves as a non-voting, ex-officio member of this Committee.
Resolution 2013-24: Appoint a chair of the Elections Committee
RESOLVED, that the Board appoints Desiree Miloshevic as the chair of the Elections Committee and Eric Burger and Jason Livingood as members of the Committee. The President serves as a non-voting, ex-officio member of this Committee.
Resolution 2013-25: establish a CEO Appointments Committee
RESOLVED that a CEO Appointments Committee be established.
That all current Trustees who have irrevocably disclaimed all interest in accepting the currently advertised CEO position are members of the committee.
That the CEO Appointments Committee be empowered to establish the job description and the terms and conditions under which the new CEO will be engaged.
That the CEO Appointments Committee be empowered to contract with such consultants, human resources firms, recruitment firms, advertising options and legal advisors as deemed appropriate and incur expenditures in order to satisfactorily complete the recruitment process.
That the Committee will organize its management and processes as it sees fit.
Resolution 2013-26: The ISOC Board of Trustees an ISOC Liaison to the IETF Nominations Committee
RESOLVED, that the ISOC Board appoints Desiree Miloshevic as ISOC Liaison to the IETF nominations Committee for the 2013– 2014 term.
Resolution 2013-27: Internet Hall of Fame
RESOLVED, that the Board conveys its congratulations on the success of the Internet Hall of Fame and thanks to the ISOC staff for all their efforts to make it a success.
Resolution 2013-28: Thanking Eva Frolich
RESOLVED, that the Board expresses its sincere thanks to Eva Frolich for her exemplary service on the ISOC Board and as the Chair of the Board.
Resolution 2013-29: Approval of the minutes of the 103rd board meeting.
RESOLVED, that the minutes of the 103rd Board meeting of the Internet Society held August 3-4, 2013 are approved.
Resolution 2013-30: Appoint the members of the 2014 Nominations Committee.
RESOLVED that Raul Echeberria, Rudi Vansnick, Alain Aina, Rinalia Abdul Rahim and Kurtis Lindqvist be appointed as members of the Nominations Committee chaired by Keith Davidson.
Resolution 2013-31: ISOC Board of Trustees Welcomes New Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Yemen and Zimbabwe Chapters of the Internet Society which was chartered and approved since the last Board meeting.
Resolution 2013-32: Appointment of a Director for the PIR Board
RESOLVED, that the Internet Society Board appoints Ingrid Srinath to the PIR Board of Directors for a period ending at the end of the day before the start of the mid-year 2015 PIR Board meeting.
Resolution 2013-33: Accept the proposed PIR By-law change.
RESOLVED that the proposed PIR By-law change is accepted.
Resolution 2013-34: Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified.
(a). Approve the minutes of the 104th meeting of the Board of Trustees
Resolution 2013-35: Approve the minutes of the 104th Board meeting.
RESOLVED that the minutes of the 104th meeting of the Board of Trustees, held on September 16, 2013 via teleconference, are approved.
(b) Ratify the e-vote approving the Governance Committee Charter and establishing a Governance Committee
Resolution 2013-36: Ratify the e-vote establishing a Governance Committee
RESOLVED that the e-vote held between October 7th and 14th establishing a Governance Committee is ratified. The e-vote passed unanimously with all trustees voting yes. The resolution in the e-vote was:
Resolution 2013-37: Establish a Governance Committee and Appoint a Chair and Members of the Committee.
RESOLVED, that the Board establishes a Governance Committee with the proposed charter and appoints Desiree Miloshevic as Chair, Alain Aina, Keith Davidson, Bob Hinden, and Rudi Vansnick as members of the committee, along with Lynn St. Amour (as President)
(c) Ratify the e-vote approving the 2014 ISOC Board of Trustees Elections calendar
Resolution 2013-38: Ratify the e-vote approving the 2014 ISOC Board of Trustees Elections calendar
RESOLVED that the e-vote held between September 29th and October 4th approving the 2014 ISOC Board of Trustees Elections calendar. The e-vote passed with 11 trustees voting yes. Theresa Swinehart did not vote.
The resolution in the e-vote was:
Resolution 2013-39: Approval of the 2014 Elections Timetable
RESOLVED, that the 2014 Elections Timetable is approved.
(d) Ratify the e-vote approving the amendment to the Afilias-PIR Registry Services Agreement and the execution of the Registry Agreement with ICANN
Resolution 2013-40: Ratify the e-vote approving amendment to the Afilias-PIR Registry Services Agreement and the execution of the Registry Agreement with ICANN
RESOLVED that the e-vote held between October 25th and November 1 approving amendment to the Afilias-PIR Registry Services Agreement and the execution of the Registry Agreement with ICANN is approved. The e-vote passed with 8 trustees voting yes and Desiree Miloshevic abstaining. Alain Aina, Keith Davidson and Theresa Swinehart did not vote.
The resolution in the e-vote was:
Resolution 2013-41: Approval of the amendment to the Afilias-PIR Registry Services Agreement and the execution of the Registry Agreement with ICANN.
RESOLVED, that the Board of Trustees of the Internet Society approves the amendment to the Registry Services Agreement between PIR and Afilias, as approved by the PIR Board of Directors on 14 October 2013;
FURTHER RESOLVED, that the Board of Trustees of the Internet Society approves PIR’s execution of the ICANN Registry Agreement and related Supplement to the Registry Agreement for the provision of IDN services, as approved by the PIR Board of Directors on 14 October 2013
Resolution 2013-42: ISOC Board of Trustees welcomes a New ISOC Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Guateng (South Africa) Chapter of the Internet Society which was chartered and approved since the last Board meeting.
Resolution 2013-43: Approve the minutes of the 105th board meeting
RESOLVED that the minutes of the 105th meeting as amended, of the Board of Trustees, held November 11, 2013 via teleconference, are approved.
Resolution 2013-44: ISOC Board of Trustees welcomes a New ISOC Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Paraguay Chapter of the Internet Society which was chartered and approved since the last Board meeting.
Resolution 2013-45: Approve the 2014 Budget
RESOLVED, that the Board approve the 2014 Budget as documented in the 2014-2016 Business Plan submission, as amended by the board discussion.
Resolution 2013-46: Approve the 2014-2016 Business Plan
RESOLVED, that the Board approve the 2014-2016 Business Plan as documented in 2014-2016 ISOC Business Plan submission as amended by the board discussion.
Resolution 2013-47: Approve an Investment Strategy for Non-Recurring Funds
RESOLVED, that the Finance Committee of the Internet Society direct the investment of the $10 million funds received from PIR in short-term instruments as proposed by its advisor, Morgan Stanley, and at maturities as directed by the Finance Committee.
Resolution 2013-48: Stable and Sustainable Support of the Internet Governance Forum
WHEREAS, the Internet Society Board wishes to provide stable and sustainable support for the ongoing work of the Internet Governance Forum as an indispensable part of the multistakeholder ecosystem;
WHEREAS, ISOC intends to stimulate similar Internet Governance Forum financial contributions from others;
WHEREAS ISOC intends to continue to stimulate similar commitments to multistakeholder governance from others
RESOLVED, that the CEO of the Internet Society be authorized to establish a legal structure to assist in the development of broad financial support for the Internet Governance Forum, the foundational documents for this legal structure to be specifically approved by the Internet Society Board of Trustees.
BE IT FURTHER RESOLVED that the Internet Society Board of Trustees directs its President and CEO to release an amount not to exceed US $200,000 in support of the IGF in 2014.
Resolution 2013-49: Approve Contract Negotiations
RESOLVED that the Chair of the ISOC Board, assisted by the ISOC CFO, is authorized to negotiate a contract with Kathryn Brown for the position of Internet Society CEO,
WHEREAS, the Board wishes to recognize all of those who have assisted in bringing the CEO search to a conclusion
RESOLVED, that the Board wishes to thank all the members of the CEO search committee for their time and assistance.
RESOLVED, that Board wishes to thank the co-chairs of the CEO search committee for their time and dedication
RESOLVED, that the Board wishes to recognize the hard work and dedication of Kevin Craemer for his excellent support of the CEO search committee.
RESOLVED, that the Board wishes to thank Bernard Tobin, and Odgers Berndtson for their support
RESOLVED, that the Board wishes to thank all of the candidates for the position for their interest in serving ISOC and furthering our mission.
Resolution 2013-50: Approve a CEO contract
RESOLVED that the Board approves the proposed contract with Kathryn C. Brown to be the Internet Society Chief Executive Officer.
Resolution 2013-51: Appointing an ISOC President
RESOLVED that Kathryn C Brown is appointed President of the Internet Society, the appointment taking effect at the end of the term of Lynn St.Amour as President and continuing through the end of the next Annual General Meeting of the Internet Society Board.
Resolution 2012-01: Approval of the minutes of the 90th Internet Society Board meeting
RESOLVED, that the minutes of the 90th meeting of the Internet Society Board of Trustees held in Dakar, 22-23 October 2011 are approved.
Resolution 2012-02: Ratification of a previous e-vote to update the 2012 Elections Calendar
RESOLVED, that the e-vote to update the 2012 Elections Calendar is ratified – the revised schedule is as follows
Resolution 2012-03: The Internet Society Board of Trustees welcomes new Chapters
RESOLVED, that the Internet Society Board warmly welcomes the rejuvenated Mauritius Chapter of the Internet Society, the rejuvenated Gambia Chapter of the Internet Society and the Trinidad and Tobago Chapter of the Internet Society which were charted and approved since the last Board meeting.
Resolution 2012-04: Extend the nominations period
RESOLVED that the period for nominations for the Board elections is extended to 31 January 2012
Resolution 2012-05: Appointment of a Director for the PIR Board
RESOLVED, that the Internet Society Board appoints Maarten Botterman to the PIR Board of Directors for the period Mid Year 2012 – Mid Year 2015.
Resolution 2012-06: Approval of the minutes of the 91st meeting of the Board of Trustees, held via teleconference 16 January 2012
RESOLVED that the minutes of the 91st meeting of the Board of Trustees, held via teleconference 16 January 2012 are approved
Resolution 2012-07: Ratification of the e-vote to appoint a member of the IAOC
RESOLVED that the e-vote to appoint Scott Bradner as an IAOC member for a two-year term per BCP 101 is ratified. The term will start March 28 2012.
Resolution 2012-08: Ratification of the e-vote to approve the 2012 IAB slate
RESOLVED, that the electronic vote to approve the 2012 IAB slate consisting of the following individuals is approved:
- Bernard Aboba
- Jari Arkko
- Marc Blanchet
- Ross Callon
- Spencer Dawkins
- Hannes Tschofenig
Resolution 2012-09: Approval of the minutes of the 92nd meeting of the Board of Trustees, held in San Jose, Costa Rica on March 10-11, 2012
RESOLVED that the minutes of the 92nd meeting of the Board of Trustees, held in San Jose, Costa Rica on March 10-11, 2012 are approved.
Resolution 2012-10 Approval of the Minutes of the 93rd meeting of the Internet Society
RESOLVED, that the minutes of the 93rd meeting of the Internet Society held by teleconference on April 11, 2012 are approved.
Resolution 2012-11: Ratify e-vote approving the PIR-Afilias Contract Extension
RESOLVED that the e-vote approving the PIR-Afilias Contract Extension, which had passed with 8 votes in favor, 2 opposed and 1 abstention, is ratified.
Resolution 2012-12: ISOC Board of Trustees Welcomes New Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the rejuvenated Switzerland Chapter and Kenya Chapter of the Internet Society which were chartered and approved since the last Board meeting.
Resolution 2012-13: Continue the by-laws review committee
RESOLVED, that the Board continues the By-Laws review committee with the proposed charter with Eric Burger as chair of the committee, and Narelle Clark and Theresa Swinehart as committee members along with Greg Kapfer, Ted Mooney and Walda Roseman as ISOC staff support and Scott Bradner as an invited expert, and Lynn St Amour ex officio as President.
Resolution 2012-14: Approve the Endowment Policy for the Open Internet Endowment
RESOLVED, that the Board approves the Endowment Policy for the Open Internet Endowment as recommended by the Finance Committee of the Board of Trustees.
Resolution 2012-15: Approval of the Minutes of the 94th meeting of the Internet Society
RESOLVED, that the minutes of the 94th meeting of the Internet Society held by teleconference on May 29, 2012 are approved.
Resolution 2012-16: Accept the 2011 – 2012 Election Committee Report
RESOLVED, that the Report of the 2011- 2012 Elections Committee is accepted
Resolution 2012-17: Approval of the Procedure for the Election of Officers
RESOLVED, that the board adopts the proposed procedure for conducting election of Officers of the Board as proposed to replace the procedure approved in Resolution 1996-08 and updated by Resolution 2000-17.
Resolution 2012-18: Approval of the Minutes of the 95th Board Meeting
RESOLVED, that the minutes of the 95th meeting of the Internet Society held by teleconference 16 July 2012 are approved.
Resolution 2012-19: Recognition of outgoing Trustees
RESOLVED, that the board thanks outgoing Board members Khaled Koubaa, Philip Smith and Jonathan Zittrain for their commitment and outstanding service to the Internet Society.
Resolution 2012-20: Recognition of outgoing ISOC Chair
RESOLVED, that the board thanks Raul Echeberria for his dedicated service as Chair of the ISOC Board for the past 3 years.
Resolution 2012-21: Appoint ISOC Liaison to the IETF Nominations Committee
RESOLVED, that the ISOC Board appoints Rudi Vansnick as ISOC Liaison to the IETF nominations Committee for the 2012-2013 term
Resolution 2012-22: Appoint chair and members of the Executive Committee
RESOLVED, that the Board appoints Eva Frolich, as Chair, Raul Echeberria, Theresa Swinehart and Narelle Clark as members of the committee, along with Lynn St. Amour (as President & CEO), Jason Livingood (as Treasurer) and Scott Bradner (as Secretary).
Resolution 2012-23: Appoint chair and members of the Audit Committee
RESOLVED, that the Board appoints Eric Burger as the chair of the Audit Committee, and Alain Aina, Narelle Clark and Rudi Vansnick as members of the committee.
Resolution 2012-24: Appoint a chair and members of the Finance Committee
RESOLVED, that the Board appoints Jason Livingood as the chair of the Finance Committee, and Bert Wijnen, Bob Hinden and Dave Farber as members of the committee. The President serves as a non-voting, ex-officio member of this Committee.
Resolution 2012-25: Appoint a chair and members of the Compensation Committee
RESOLVED, that the Board appoints Eva Frolich as the chair of the Compensation Committee, and Bert Wijnen, Bob Hinden and Raul Echeberria as members of the committee.
Resolution 2012-26: Appoint a chair of the Nominations Committee
RESOLVED, that the Board appoints Keith Davidson as the chair of the Nominations Committee.
Resolution 2012-27: Appoint a chair of the Elections Committee
RESOLVED, that the Board appoints Rudi Vansnick as the chair of the Elections Committee.
Resolution 2012-28: Request the development of a charter for a Governance Committee
RESOLVED, that the Board requests Theresa Swinehart develop and propose a charter for a Governance Committee for Board consideration.
RESOLVED, that the Board continues the By-Laws review committee with the current charter with Eric Burger as chair of the committee; Narelle Clark, Theresa Swinehart, and Raúl Echeberría as committee members; along with Greg Kapfer, Ted Mooney and Walda Roseman as ISOC staff support; and Scott Bradner as an invited expert, along with invited guests from the Advisory Committee and chapters; and with ex officio members Lynn St Amour as President and Eva Frölich as Chair of the Board.
Resolution 2012-29: Approve a change in PIR’s contract with ICANN
RESOLVED the Board approves a change to PIR’s contract with ICANN to permit PIR to launch a one and two character Domain allocation program.
Resolution 2012-30: Adopt the target funding level for ISOC’s Strategic Reserves and direct management in its implementation of this level.
RESOLVED, that the Board adopts the target level of 12 months of funding of expenses for ISOC’s Strategic Reserve, as defined in the Investment Policy of the Internet Society. This includes as part of that Strategic Reserve the maintenance of three years of IETF/IASA expenses. The Board directs ISOC’s management to work with the Finance Committee to propose options for the period over which this will occur, and any related mechanics, so that a plan can be presented at the October 2012 Board meeting.
Resolution 2012-31: Approve the Board guidelines for the ISOC Board guidelines for the ISOC liaison to the IETF NomCom.
RESOLVED, that the Board approves the ISOC Board guidelines for the ISOC liaison to the IETF NomCom and requests that the Chair communicate the guidelines to the IETF NomCom Chair.
Resolution: 2012-32: Approval of the minutes of the 96th meeting of the Board of Trustees
RESOLVED, that the minutes of the 96th Board meeting of the Internet Society held August 4-5, 2012 in Vancouver, Canada are approved.
Resolution 2012-33: Approval of the members of the 2013 Election Committee
RESOLVED, that Alain Aina and Dave Farber be appointed as members of the Election Committee as chaired by Rudi Vansnick
Resolution 2012-34: Approval of the 2013 Elections Timetable is approved
RESOLVED, that the 2013 Elections Timetable is approved
Resolution 2012-35: ISOC Board of Trustees Welcomes rejuvenated Japan Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the rejuvenated Japan Chapter of the Internet Society which was chartered and approved since the last Board meeting
Resolution 2012-36: Terminating the recognition of ISOC-ECC
Whereas, ISOC-ECC was recognized as a regional council of the Internet Society in Board Resolution 2003-11;
Whereas, The Internet Society has undertaken a strategic regionalization process and established Internet Society Regional Bureaus around the world including in Europe;
Whereas, The Internet Society European Bureau now provides the functions that the by-laws of the ISOC-ECC charged the ISOC-ECC with providing;
RESOLVED that the Board terminates the recognition of the ISOC-ECC as a regional council of the Internet Society and thanks all of the members of the ISOC-ECC Council, past and present, for their efforts on behalf of the Internet Society.
Resolution 2012-37: Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified
(a). the minutes of the 97th board meeting held September 19th via teleconference are approved
(b). the e-vote to Approve ISOC’s Call for Candidates to the PIR Board and 2013 timetable is ratified, the e-vote resolution was:
RESOLVED, that the Call for Candidates and timetable for the 2013 PIR Board of Directors is approved.
Resolution 2012-38: Adopt a process for investing additional PIR funds
RESOLVED, that any special non-recurring PIR funds, if and when received, shall be for strategic rather than normal ISOC operational costs.
Resolution 2012-39: Adopt a target level for a continuity fund
RESOLVED, that what was previously called Strategic Reserves are now called Continuity Funds. Further, the Board adopts the target funding level for Continuity Funds of $20,000,000, which the Board directs ISOC’s management to meet no later than by the end of fiscal year 2015. Finally, the Continuity Funds will by a first order of importance cover three years of IETF/IASA expenses (estimated at $6,000,000) and, secondly, up to 12 months of funding of ISOC’s expenses.
Resolution 2012-40: Approve the 2013 Budget and Business Plan
RESOLVED, that the Board approve the 2013 Business Plan and Budget as documented in the 2013-2015 Business Plan with the modifications as proposed by Lynn.
Resolution 2012-41: Appoint members of the nominations committee
RESOLVED, that Eric Burger, Theresa Swinehart, Alejandro Pisanty, Kurt Erik Lindqvist, Philip Smith and Rinalia Adbul Rahim are appointed to the ISOC 2012-2013 nominations committee chaired by Keith Davidson
Resolution 2012-42 Approve Consent Agenda
RESOLVED, that the following item contained in the Consent Agenda was approved and ratified The minutes of the 98th board meeting held October 21 in Toronto, Canada were approved.
Resolution 2012-43 Appoint an Investment Advisor
RESOLVED, that Morgan Stanley Smith Barney be appointed Investment Advisor for the Open Internet Endowment as per the Endowment Policy dated May 29, 2012.
Resolution 2011-1: Approval of the minutes of the 83rd meeting of the Board of Trustees, held November 13-14, 2010.
Approval of the minutes of the 83rd meeting of the Board of Trustees, held November 13-14, 2010.
Resolution 2011-2: Confirmation of Electronic Vote
RESOLVED, that the electronic vote to approve the 2011 IAB slate consisting of the following inpiduals is approved: Alissa Cooper, Joel Halpern, David Kessens, Danny McPherson, Jon Peterson , and Dave Thaler.
Resolution 2011-3: Thanking the IETF Nominations Committee
RESOLVED, that the ISOC Board thanks the IETF NomCom and its Chair, Thomas Walsh, for their time and hard work.
Resolution 2011-4: Approval of the minutes of the 84th meeting of the Board of Trustees, held December 13, 2010
RESOLVED that the minutes of the 84th Board meeting of the Internet Society held December 13, 2010 are approved.
Resolution 2011-5: ISOC Board of Trustees Welcomes New Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the ISOC Chapter of Portugal; ISOC Chapter of Somalia; and ISOC Chapter of Bolivia which were chartered and approved since the last Board meeting
Resolution 2011-6: Accept the Nominations Committee Report
RESOLVED that the Report of the 2011 Nominations Committee is accepted
Resolution 2011-7: Authority of Secretary to report to Geneva Trade Register
RESOLVED, that the ISOC Board of Trustees authorizes the Secretary to request that Daniel Karrenberg be removed the list of officials registered with the Geneva Trade Register.
Resolution 2011-8: Authority of Secretary to request removal of inpiduals from Geneva Trade Register
RESOLVED, that the Secretary is authorized to request removal of any person form the Geneva Trade Register upon his or her separation from the Internet Society or its Board of Trustees, or by request of the individual.
Resolution 2011-9: Thank Larry Lessig for his Service on the ISOC Board
RESOLVED, that the board thanks Larry Lessig for this service on the ISOC board.
Resolution 2011-10: Appointment of Directors for the PIR Board
RESOLVED, that the ISOC Board appoints Raimundo Beca to the PIR Board of Directors for the period from the start of the PIR 2011 mid year meeting to the start of the PIR 2014 mid year meeting.
Resolution 2011-11: Approval of the minutes of the 85th ISOC Board meeting
RESOLVED, that the minutes of the 85th meeting of the ISOC Board of Trustees held in Prague, 2-3 April 2011 are approved
Resolution 2011-12: Approve the revised Conflict of Interest Policy
RESOLVED that the ISOC Board approves the revised Conflict of Interest Policy
Resolution 2011-12: Approval of the Minutes of the 86th Board Meeting
RESOLVED, that the minutes of the 86th meeting of the Internet Society held by teleconference, 9 May 2011, are approved.
Resolution 2011-13: Ratify E-vote to appoint a PIR Board member
RESOLVED that the E-vote to appoint Art Reilly to the PIR Board of Directors for the period from the start of the PIR 2011 mid year meeting to the start of the PIR 2014 mid year meeting is ratified.
Resolution 2011-14: Ratify E-vote to appoint a Trustee to fill Larry Lessig’s term
RESOLVED that the E-vote to appoint Jason Livingood to the ISOC Board of Trustees fill the remainder of Larry Lessig’s term is ratified with the appointment effective at the start of the 88th Board meeting.
Resolution 2011-15: ISOC Board of Trustees Welcomes New Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes new chapters that were chartered and approved since the last Board meeting:
- Singapore Chapter of the Internet Society
- The rejuvenated Cameroun Chapter of the Internet Society
- The rejuvenated Brazil Chapter of the Internet Society
- The rejuvenated Bangladesh Dhaka Chapter of the Internet Society
Resolution 2011-16: Accept the 2010 Independent Auditors Report
RESOLVED, that the 2010 Independent Auditors Report is accepted.
Resolution 2011-17: Accept the 2010 – 2011 Election Committee Report
RESOLVED, that the Report of the 2010- 2011 Elections Committee is accepted.
Resolution 2011-18: Recognition of outgoing Trustees
RESOLVED, that the board thanks outgoing Board members Daniel Karrenberg and Alejandro Pisanty for their dedication and outstanding service to the Internet Society.
Resolution 2011-19: Recognition of former PIR Board of Directors
RESOLVED, that the board extends its gratitude to former PIR Board of Directors Barbara Fraser and Glenn Ricart for their important service to the PIR Board. Barbara Fraser served on the PIR board from 1 January 2005 to December, 2007 and 1 January 2008 o June 2011, and Glenn Ricart from 1 January 2007 to June 2010 and from June 2010 to June 2011.
Resolution 2011-20: Establish an Executive Committee
RESOLVED, that the Board establishes an Executive Committee with the proposed charter and that Raúl Echeberria, as Chair, Jonathan Zittrain, Eric Burger and Philip Smith are appointed as members of the committee along with Lynn St. Amour (as President & CEO), Eva Frolich (as Treasurer) and Scott (as Secretary).
Resolution 2011-21: Establish an Audit Committee
RESOLVED, that the Board establishes an Audit Committee with the proposed charter and that Eric Burger is appointed chair of the committee.
Resolution 2011-22: Establish a Finance Committee
RESOLVED, that the Board establishes a Finance Committee with the proposed charter and that Eva Frolich (as Treasurer) is appointed chair of the committee and Jason Livingood and Bert Wijnen appointed as members of the committee.
Resolution 2011-23: Establish a Compensation Committee
RESOLVED, that the Board establishes a Compensation Committee with the proposed charter and that Raúl Echeberria is appointed chair of the committee and Bob Hinden, Bert Wijnen appointed as members of the committee.
Resolution 2011-24: Establish a Nominations Committee
RESOLVED, that the Board establishes a Nominations Committee with the proposed charter and that Narelle Clark is appointed chair of the committee.
Resolution 2011-25: Appoint an ISOC Liaison to the IETF Nominations Committee
RESOLVED, that the ISOC Board appoints Jason Livingood as ISOC Liaison to the IETF nominations Committee for the 2011-2012 term
Resolution 2011-27: Ratify motion made in closed session
RESOLVED that the motion made in closed session is ratified.
The motion made in closed session was:
Resolution 2011-26: Authorization for PIR to Proceed with gTLD and IDN Application Filings
WHEREAS, the Board of Directors of Public Interest Registry (PIR) has thoughtfully and carefully evaluated the business case and financial implications of operating new gTLDs, and has determined that such activity is in line with and will support its charter to be an exemplary registry;
WHEREAS, the Board of Directors of PIR has approved, subject to the approval of the Internet Society, the filing of applications to manage the registries for two new gTLDs;
WHEREAS, the Board of Directors of PIR has also evaluated the business case and financial implications of filing applications for IDNs for four non-Latin scripts [(two Chinese scripts, Cyrillic, and Hindu)];
WHEREAS, the operation of such gTLD’s and IDN’s constitute a major business endeavor requiring the approval of the Board of Trustees of the Internet Society;
WHEREAS, PIR has projected that the investment in these filings will be $1.1 million in filing fees, plus initial business investments per their 2013 and 2014 forecasts; and
WHEREAS, Public Interest Registry has requested that the Board of Trustees of the Internet Society support and approve the filings of applications with the Internet Corporation for Assigned Names and Numbers (ICANN).
RESOLVED, that the Board of Trustees of the Internet Society hereby approves the filing of applications for the assignment by ICANN of the proposed gTLD’s and IDN’s; and BE IT FURTHER RESOLVED, that the Board of Trustees of the Internet Society also approves the operation by PIR of the gTLD’s and IDN’s, as awarded.
Resolution 2011-28: Adopt the Amended and Restated By-Laws of the Internet Society
RESOLVED, that the revised and restated By-Laws of the Internet Society as presented and amended during the Board discussion are adopted
Resolution 2011-29: Appoint members of the Audit Committee
RESOLVED, that Alain Aina and Khaled Koubaa are appointed to the Audit Committee
Resolution 2011-30: Establish a By-Laws review committee
RESOLVED, that the Board establishes a By-Laws review committee with the proposed charter with Eric Burger as chair of the committee, and Narelle Clark and Therea Swinehart as committee members along with Greg Kapfer and Walda Roseman as ISOC staff support and Scott Bradner as an invited expert.
Resolution 2011-31: Approval of the minutes of the 87th meeting of the Board of Trustees
RESOLVED that the minutes of the 87th Board meeting of the Internet Society held in Quebec City on July 30, 2011 are approved.
Resolution 2011-32: Approval of the minutes of the 88th meeting of the Board of Trustees
RESOLVED that the minutes of the 88th meeting of the Board of Trustees, held in Quebec City on July 30-31, 2011 are approved.
Resolution 2011-33: ISOC Board of Trustees Welcomes New Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Qatar Chapter of the Internet Society which was chartered and approved since the last Board meeting.
Resolution 2011-34: Appoint a Chair of the Elections Committee
RESOLVED, that the Board appoints Jason Livingood chair of the Elections Committee.
Resolution 2011-35: Approval of the Call for Candidates and timetable for the PIR Board of Directors Appointments for 2012
RESOLVED that the Call for Candidates and timetable for the 2012 PIR Board of Directors Appointment is approved.
Resolution 2011-36: Approval of the minutes of the 89th meeting of the Board of Trustees
RESOLVED that the minutes of the 89th Board meeting of the Internet Society held September 19, 2011 are approved.
Resolution 2011-37: ISOC Board of Trustees Welcomes New Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the rejuvenated Uganda Chapter of the Internet Society that was chartered and approved since the last Board meeting.
Resolution 2011-38: Approval of the members of the 2012 Nomination Committee
RESOLVED that Philip Smith, Bob Hinden, Narelle Clark, Alejandro Pisanty, Tina Tsou, Gunela Astbrink, Vanda Scartezini and Kurtis Lindqvist be appointed as members of the Nomination Committee as chaired by Narelle Clark
Resolution 2011-39: ISOC Board of Trustees Welcomes New Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the rejuvenated Uganda Chapter of the Internet Society that was chartered and approved since the last Board meeting.
Resolution 2011-40: Approval of the 2012 Elections Timetable
RESOLVED that the 2012 Elections Timetable is approved.
Resolution 2011-41: Authorizing a donation to the World Wide Web Consortium (“W3C”) in support of their Organizational evolution
WHEREAS the Internet Society (“ISOC”) is a nonprofit organization founded in 1992 to provide leadership in Internet related standards, education, and policy. With offices in Washington D.C., USA, and Geneva, Switzerland, it is dedicated to ensuring the open development, evolution and use of the Internet for the benefit of people throughout the world.
WHEREAS the World Wide Web Consortium (“W3C”) is an international community where Member organizations, a full-time staff, and the public work together to develop Web standards;
WHEREAS ISOC’s Board of Trustees at the 76th meeting of the Board of Trustees of the Internet Society resolved to provide financial assistance to W3C in its pursuit of an independent entity or lightweight headquarters operation;
WHEREAS ISOC wishes to confirm its support of this organizational evolution for the third and final year of a three-year period based upon W3C’s report of progress towards such establishment;
Be It Resolved, that the ISOC Board of Trustees directs its President and CEO to release an amount of $1 million to W3C and to assist the W3C in its evolution through such means as deemed appropriate, including the provision of staff expertise in fund raising, corporate governance, standards development, and communications;
Be It Further Resolved, that the President and CEO of ISOC is hereby authorized, consistent with this motion, to execute such documents as necessary to effect the foregoing, and, as necessary or appropriate, to execute such other documents, correspondence or the like to provide assurances of the commitment of ISOC to the foregoing actions, in line with the principles expressed by the Internet Society Board of Trustees at the Internet Society Board meeting #90 on October 22 – 23, 2011.
Resolution 2011-42: Approve the 2012 Budget as documented in the 2012-2014 Business Plan and the 2012-2014 Business Plan
RESOLVED, that the Board approve the 2012 Budget as documented in the 2012-2014 Business Plan as well as the 2012-2014 Business Plan as documented in 2012-2014 ISOC Business Plan and Budget submission.
Resolution 2011-43: Establishing Formal Presence in ISOC’s Global Regions
RESOLVED that the ISOC Board authorizes ISOC to establish legal presences in Asia/Pacific, Africa and Europe and to study the possibility of establishing legal presences in other areas for the purpose of supporting the ISOC mission. Activities of these legal presences are limited to activities that do not affect the non-profit status of the Internet Society.
Find all remaining resolutions: