Board of Trustees > All Board of Trustees Resolutions

All Board of Trustees Resolutions

Present to 1992

Resolution 2024-01: Approve the Internet Society Board of Trustees Attendance Policy
RESOLVED, that the Internet Society Board of Trustees approves the Internet Society Board of Trustees Attendance Policy as presented.

Resolution 2024-02: Approve the Internet Society’s 2025-2030 Strategy
WHEREAS, the Internet Society Board of Trustees developed a five-year strategy for the Internet Society for 2025 until 2030;
WHEREAS, the Internet Society Board of Trustees identified the following Global Challenges as the most pressing issues happening in the world that will confront the organization’s mission over the next five years:

Global inequality
Lack of trust in the Internet

WHEREAS, the Internet Society Board of Trustees identified the following Strategic Goals which reflect the organization’s responses to the Global Challenges and will improve the lives of people everywhere:

People everywhere have access to affordable, reliable, and resilient Internet.
We will reduce barriers to Internet access and make it a faster and affordable experience.
We will empower communities to build and defend the Internet.
We will defend the open, interoperable Internet so that people everywhere have equal opportunities to create, innovate, and build communities online.
People everywhere have an Internet experience that is safe, secure, and protects them online.
We will vigorously defend the Internet against decisions that weaken online security.
We will advocate for policy, technology, and commercial decisions that put people’s safety, security, and privacy first.
We will empower people to make safe choices to protect themselves online.

WHEREAS, the Internet Society Board of Trustees identified the following Transformations as the operational actions needed to achieve the organization’s Strategic Goals and remain sustainable:

Powerful advocacy
Cultivation of future Internet leaders
Impactful giving
Financial health and sustainability
Strong ethics and governance framework
Recognized global brand
Talented workforce committed to innovation and inclusion
Inspired and mobilized global community
Data-driven decision making

RESOLVED, that the Internet Society Board of Trustees approves the 2025-2030 Strategy as presented.

Resolution 2024-3: Approve the Minutes of the 178th ISOC Board Meeting
WHEREAS, the ISOC Board of Trustees has reviewed the minutes of the 178^th board meeting, attached hereto as Exhibit A and Exhibit B;
RESOLVED, that the minutes of the 178^th meeting of the ISOC Board of Trustees are approved.

Resolution 2024-4: Approve the Date and Location for the 2024 Annual General Meeting
RESOLVED, that the Internet Society Board of Trustees approves the dates of 22-23 June for its 2024 Annual General Meeting in Reston, Virginia.

Resolution 2024-5: Approve the Minutes of the 177th ISOC Board Meeting
WHEREAS, the ISOC Board of Trustees has reviewed the minutes of the 177th board meeting, attached hereto as Exhibit A;
RESOLVED, that the minutes of the 177th meeting of the ISOC Board of Trustees are approved.

Resolution 2024-6: Approve the Minutes of the 179th ISOC Board Meeting
WHEREAS, the ISOC Board of Trustees has reviewed the minutes of the 179th board meeting, attached hereto as Exhibit A and Exhibit B;
RESOLVED, that the minutes of the 179th meeting of the ISOC Board of Trustees are approved.

Resolution 2024-7: Appoint the Representative to the Public Interest Registry Board of Directors
WHEREAS, in accordance with the Amended and Restated Bylaws of Public Interest Registry Article VI, Section 7, the Internet Society, as a Representative Member, shall be entitled to designate a representative to attend all meetings of the Public Interest Registry’s Board of Directors and its committees;
RESOLVED, that the Internet Society Board of Trustees appoints Sally Wentworth as the Internet Society representative to the Public Interest Registry Board of Directors to serve until the 2025 Internet Society Annual General Meeting.

Resolution 2024-8: Accept and Convey Action Items to the 2024-2025 Internet Society Board of Trustees
RESOLVED, the 2023-2024 Board of Trustees accepts as accurate the following Summary of Agreed Board Action Items and,
FURTHER RESOLVED, that the Board of Trustees conveys the Summary of Agreed Action Items to the 2024-2025 Board of Trustees for consideration.

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 based on its knowledge and experience, which are crucial for the continued success of the organization. Now at the close of its term, the 2023-2024 board conveys the following priorities to the 2024-2025 board:

Continue to focus on revenue diversification and support ISOC’s fundraising efforts through the Foundation.
Prioritize succession planning and activities.
Support ongoing efforts to improve the accessibility of ISOC materials and communities.
Ensure that additional training is made available to trustees taking on specialized financial or other duties if needed.
The Governance Committee shall consider mechanisms to increase transparency in committee activities.
Support ISOC’s communication strategy in the development of its unique brand.
Support ISOC’s efforts to maintain a culture of diversity and inclusion.

Resolution 2024-9: Approve and Adopt the Internet Society Board of Trustees Board Matrix and Questionnaire
WHEREAS, the Governance Committee, per its Charter, is responsible for developing a board matrix and maintaining it on an annual basis;
WHEREAS, the Governance Committee has conducted in depth research into sector practices regarding board composition matrices and data collection and solicited feedback from the Internet Society Board of Trustees in the creation of a board matrix;
RESOLVED, that the Internet Society Board of Trustees adopts the Board Matrix and associated Board Matrix Questionnaire as presented.

Resolution 2024-10: Accept the Independent Auditor’s Report
WHEREAS, the Internet Society Board of Trustees has reviewed the report of the independent auditor;
RESOLVED, that the 2023 Independent Auditor’s Report is accepted as presented.

Resolution 2024-11: Appoint Chairs and Members of Committees of the Board
RESOLVED, that the Internet Society Board of Trustees makes the following appointments to committees of the board for the 2024-2025 term:

Audit Committee
Chair: Sagarika Wickramasekera
Members: Olufunke Baruwa, Brian Haberman, Russ Housley, Victor Kuarsingh

CEO Succession Planning Committee
Co-Chairs: Brian Haberman, Olufunke Baruwa
Members: Ted Hardie, Russ Housley, Victor Kuarsingh, Barry Leiba
Non-Voting, Ex-Officio Member: CEO

Compensation Committee:
Chair: Incoming Board Chair
Members: Olufunke Baruwa, Ramanou Biaou, Brian Haberman, Russ Housley, Barry Leiba, Caleb Ogundele

Elections Committee*
Chair: Ramanou Biaou
Members: Maureen Hilyard, Laura Thomson
Non-Voting, Ex-Officio Member: CEO

Executive Committee
Chair: Incoming Board Chair
Members: Incoming Treasurer and Board Secretary
Non-Voting, Ex-Officio Member: CEO

Finance Committee
Chair: Incoming Treasurer
Members: Ramanou Biaou, Ted Hardie, Kathleen Moriarty, Caleb Ogundele
Non-Voting, Ex-Officio Member: CEO

Governance Committee
Chair: Charles Mok
Members: Ramanou Biaou, Maureen Hilyard, Barry Leiba, Victor Kuarsingh, Sagarika Wickramasekera
Non-Voting, Ex-Officio Member: CEO

Nominations Committee*
Chair: Caleb Ogundele
Members: Olufunke Baruwa, Russ Housley, Kathleen Moriarty

PIR Nominations Committee
Chair: Barry Leiba
Members: Ramanou Biaou, Ted Hardie, Charles Mok, Caleb Ogundele, Sagarika Wickramasekera

*Note: appointment of additional members to the Elections and Nominations Committees will occur at the later date.

Resolution 2024-12: Appoint a Liaison to the IETF Nominations Committee
RESOLVED, that the Internet Society Board of Trustees appoints Brian Haberman as Internet Society Board Liaison to the IETF Nominations Committee for the 2024-2025 term.

Resolution 2024-13: Appoint a Trustee to the IETF Trust
RESOLVED, that the Internet Society Board of Trustees appoints Victor Kuarsingh as a trustee of the IETF Trust for a term of two years.

Resolution 2024-14: Accept the Summary of Agreed Board Action Items from the 2023-2024 Board of Trustees
RESOLVED, the Internet Society Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2023-2024 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 based on its knowledge and experience, which are crucial for the continued success of the organization. Now at the close of its term, the 2023—2024 board conveys the following priorities to the 2024—2025 board:

Continue to focus on revenue diversification and support ISOC’s fundraising efforts through the Foundation.
Prioritize succession planning and activities.
Support ongoing efforts to improve the accessibility of ISOC materials and communities.
Ensure that additional training is made available to trustees taking on specialized financial or other duties if needed.
The Governance Committee shall consider mechanisms to increase transparency in committee activities.
Support the Internet Society’s communication strategy in the development of its unique brand.
Support the Internet Society’s efforts to maintain a culture of diversity and inclusion.

Resolution 2024-15: Recognition of Outgoing Trustees

RESOLVED, that the Internet Society Board of Trustees thanks Luis Martínez, Robert Pepper, and Jon Peterson who have concluded their terms, for their dedication and outstanding service to the Internet Society as members of the Board of Trustees.

Resolution 2023-01: Appoint Additional Members to the Nominations Committee
WHEREAS, via Resolution 2022-29, the Board established an initial Nominations Committee to be Chaired by Jon Peterson with Barry Leiba and Sagarika Wickramasekera serving as members;
WHEREAS, via Resolution 2022-51, the Board appointed Vincent Celindro (OMAC) and Raymond Mamattah (ChAC) as committee members;
WHEREAS, the Board desires to add additional members to the committee in accord with the Procedures for Selecting Trustees;
RESOLVED, that the Board appoints National Telecommunications Regulatory Authority Strategic Advisor Christine Arida (Egypt), InApp Infotech President and ISOC India Trivandrum Chapter Chair Satish Babu (India), Kenya ICT Action Network CEO Grace Githaiga (Kenya), and Asociación SVNet President and CEO Lito Ibarra (El Salvador) to the 2022-2023 Nominations Committee.

Resolution 2023-02: Approve and Certify Minnesota Charitable Organization Annual Report Form
WHEREAS, ISOC maintains charitable registration status in the state of Minnesota;
WHEREAS, as part of Charitable Organization Annual Report Form, Minnesota statute § 309.52, subd. 3. requires a Board approved resolution approving the contents of the Annual Form, as well as stating the Board is responsible for determining matters of policy, supervising the operations and finances of ISOC, and certifying information supplied in the Annual Form is correct and complete to the best of the Board’s knowledge;
RESOLVED, that the Board approves the contents of the Annual Report Form and all supporting materials, attached hereto as Exhibit A, and does hereby certify that the ISOC Board has assumed, and will continue to assume, responsibility for determining matters of policy, and has supervised, and will continue to supervise, the operations and finances of the organization;
FURTHER RESOLVED, that the ISOC Board further states that the information supplied in the Annual Report Form, and all supporting materials, is true, correct, and complete to the best of our knowledge.

Resolution 2023-3: Approve the ISOC Financial Delegation Policy
WHEREAS, via Resolution 2022-45, the Board of Trustees adopted a revised Signature Authorization and Delegation of Authority Policy;
WHEREAS, the ISOC Financial Delegation Policy requires revisions to align with the financial delegation structure and with the revised signature approval structure;
WHEREAS, the ISOC Board of Trustees Finance Committee has reviewed the revised Financial Delegation Policy and recommends the adoption of the revisions;
RESOLVED, that the Financial Delegation Policy, attached hereto as Exhibit 1, is approved.

Resolution 2023-4: Approval of the 2023 Internet Architecture Board Slate
RESOLVED, that the Internet Society Board of Trustees approves the 2023 Internet Architecture Board slate as presented.
FURTHER RESOLVED, that the Internet Society Board of Trustees thanks the IETF Nominations Committee and its Chair for their time and work.

Resolution 2023-5: Appoint Olufunke Baruwa to the Internet Society Board of Trustees
WHEREAS, the Board of Trustees wishes to ensure that differing ideas, experiences, and contexts are available to inform the strategic and fiduciary discussions and decisions of the board;
WHEREAS, the Internet Society Board of Trustees has the power to appoint a trustee pursuant to Article II, Section 1. (d) of the Amended and Restated By-Laws of the Internet Society;
WHEREAS, the Internet Society Board of Trustees desires to exercise this power for the aforementioned reasons;
WHEREAS, the Internet Society Board of Trustees’ Trustee Selection Committee has conducted its due diligence and recommends the appointment of Olufunke Baruwa;
RESOLVED, that the Internet Society Board of Trustees appoints Olufunke Baruwa for one term of three years, effective at the start of the 2023 Annual General Meeting.

Resolution 2023-6: Approve the Minutes of the 169^th ISOC Board Meeting
WHEREAS, the ISOC Board of Trustees has reviewed the minutes of the 169^th board meeting, attached hereto as Exhibit A;
RESOLVED, that the minutes of the 169^th meeting of the ISOC Board of Trustees are approved.

Resolution 2023-7: Approve Revised Compensation Committee Charter
WHEREAS, as part of its annual workplan, the Compensation Committee reviewed its Charter and revised it to reflect updated titles;
WHEREAS, the Amended and Restated By-Laws of the Internet Society Article II Section require the Board of Trustees to approve committee charters;
RESOLVED, that the Compensation Committee Charter as presented is approved.

Resolution 2023-8: Approve Policy on Accessibility for Persons with Disabilities
WHEREAS, the World Health Organization estimates that over one billion people worldwide—comprising 15% of the global population—have disabilities, with 80% of those individuals living in developing countries;
WHEREAS, the board applauds ISOC’s progress in increasing accessibility for persons with disabilities (PWDs) through its Accessibility Standing Group and its predecessors and through the inclusion of people with disabilities in an internal accessibility working group to help develop ISOC’s accessibility framework on the principle of “nothing about us without us,” ensuring that the voices of those most directly impacted by these efforts are heard and their perspectives are valued;
WHEREAS, the board recognizes that persons with disabilities transcend economic, geographic, religious and gender binaries, and face challenges in accessing the Internet and believes that ISOC’s core mission of “Internet for everyone” cannot be fulfilled until the persons with disability community may also fully benefit from the Internet;
WHEREAS, the board believes that to achieve this goal, websites and applications must be built in such a way as to enable people with disabilities to access the same information as, to engage in the same interactions as, and to enjoy the same services offered to persons without disabilities, with the same privacy, independence, and ease of use.
RESOLVED, that the board fully supports the President and CEO in taking further steps to build a culture of accessibility within ISOC and work toward eliminating barriers to participation and engagement with ISOC’s content, events, services, processes, and practices for persons with disabilities;
FURTHER RESOLVED, that the President and CEO shall develop, or cause to be developed, a plan for ISOC to achieve and maintain at least AA level compliance with Web Content Accessibility Guidelines (“WCAG”) for ISOC’s websites, applications, and content. To the extent in use, the legacy websites, applications and content would also be brought to the same standards as deemed reasonable, practical, and commensurate with the goal of benefiting the disability community. The President and CEO shall also be provided with such funds and resources as the President and CEO deems necessary to achieve such plan;
FURTHER RESOLVED, that the President and CEO shall formulate, or cause to be formulated, a comprehensive accessibility operational framework and fund allocation as the President/CEO deems appropriate and in furtherance of ISOC’s progress to increase accessibility for persons with disabilities;
FURTHER RESOLVED, that the President and CEO shall provide progress reports on compliance with WCAG AA standards and the accessibility framework to the board at least quarterly until such plan is implemented, after which the President and CEO will continue to provide reports on the accessibility work at ISOC on an annual basis until further notice from the board.

Resolution 2023-9: Appoint Members of the Public Interest Registry Board of Directors
RESOLVED, that the Internet Society Board of Trustees appoints the following individuals to the Board of Directors of the Public Interest Registry for three-year terms commencing with the Public Interest Registry Board’s 2023 mid-year meeting: Saerin Cho and Kathryn Kleiman;
FURTHER RESOLVED, that the Internet Society Board of Trustees reappoints Jonathan Nevett as a non-voting member of the Board of Directors of the Public Interest Registry for a term ending at the Public Interest Registry Board’s 2024 mid-year meeting.

Resolution 2023-10: Approve Revised Governance Committee Charter
WHEREAS, as part of its annual workplan, the Governance Committee reviewed its Charter and revised it to add additional duties to further align the Committee’s work with widely accepted nonprofit sector practices;
WHEREAS, the Governance Committee received and incorporated feedback from the Board of Trustees on the proposed revisions;
WHEREAS, the Amended and Restated By-Laws of the Internet Society Article II Section require the Board of Trustees to approve committee charters;
RESOLVED, that the Governance Committee Charter as presented is approved.

Resolution 2023-11: Approve the Minutes of the 170th Internet Society Board Meeting
WHEREAS, the Internet Society Board of Trustees has reviewed the minutes of the 170th board meeting, as presented;
RESOLVED, that the minutes of the 170th meeting of the Internet Society Board of Trustees are approved.

Resolution 2023-12: Accept and Convey Action Items to the 2023-2024 Board of Trustees
RESOLVED, the 2022-2023 Board of Trustees accepts as accurate the following Summary of Agreed Board Action Items and,
FURTHER RESOLVED, that the Board of Trustees conveys the Summary of Agreed Action Items to the 2023-2024 Board of Trustees for consideration.

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 based on its knowledge and experience, which are crucial for the continued success of the organization. Now at the close of its term, the 2022-2023 board conveys the following priorities to the 2023-2024 board:

Continue to support the increased focus on the “Defend” pillar of ISOC’s Build, Promote, Defend
Continue to focus on revenue diversification and support ISOC’s fundraising efforts through the Foundation.
Prioritize CEO and C-suite succession planning and activities.
Support ongoing efforts to improve the accessibility of ISOC materials and communities in accord with Resolution 2023-8.

Resolution 2023-13: Approve Minutes from Internet Society Board Meeting 171
WHEREAS, the Internet Society Board of Trustees has reviewed the minutes of the 171^st board meeting, attached hereto as Exhibit A;
RESOLVED, that the minutes of the 171^st meeting of the Internet Society Board of Trustees are approved.

Resolution 2023-14: Appoint Chairs and Members of Committees of the Board
RESOLVED, that the Internet Society Board of Trustees makes the following appointments to committees of the board for the 2023-2024 term:

Audit Committee
Chair: Luis Martinez
Members: Brian Haberman, Victor Kuarsingh, Sagarika Wickramasekera, Olufunke Baruwa

CEO Succession Planning Committee
Chair: Brian Haberman
Members: Ted Hardie, Barry Leiba, Luis Martinez, Robert Pepper, Ramanou Biaou
Non-Voting, Ex-Officio Member: Andrew Sullivan

Compensation Committee:
Chair: Incoming Board Chair
Members: Brian Haberman, Olufunke Baruwa, Barry Leiba, Robert Pepper, Caleb Ogundele

Elections Committee*
Chair: Victor Kuarsingh
Members: Laura Thomson, Charles Mok, Robert Pepper
Non-Voting, Ex-Officio Member: Andrew Sullivan

Executive Committee
Chair: Incoming Board Chair
Members: Incoming Treasurer and Board Secretary
Non-Voting, Ex-Officio Member: Andrew Sullivan

Finance Committee
Chair: Incoming Treasurer
Members: Ted Hardie, Robert Pepper, Jon Peterson, Caleb Ogundele, Ramanou Biaou
Non-Voting, Ex-Officio Member: Andrew Sullivan

Governance Committee
Chair: Charles Mok
Members: Victor Kuarsingh, Sagarika Wickramasekera, Luis Martinez, Ramanou Biaou
Non-Voting, Ex-Officio Member: Andrew Sullivan

Nominations Committee*
Chair: Barry Leiba
Members: Olufunke Baruwa, Caleb Ogundele

PIR Nominations Committee
Chair: Luis Martinez
Members: Charles Mok, Caleb Ogundele, Ramanou Biaou, Sagarika Wickramasekera, Ted Hardie

*Note: appointment of additional members to the Elections and Nominations Committees will occur at the later date.

Resolution 2023-15: Appoint a Liaison to the IETF Nominations Committee
RESOLVED, that the Internet Society Board of Trustees appoints Sagarika Wickramasekera as Internet Society Board Liaison to the IETF Nominations Committee for the 2023-2024 term.

Resolution 2023-16: Accept the Summary of Agreed Board Action Items from the 2022-2023 Board of Trustees
RESOLVED, the Internet Society Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2022-2023 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 based on its knowledge and experience, which are crucial for the continued success of the organization. Now at the close of its term, the 2022-2023 board conveys the following priorities to the 2023-2024 board:

Continue to support the increased focus on the “Defend” pillar of ISOC’s Build, Promote, Defend
Continue to focus on revenue diversification and support ISOC’s fundraising efforts through the Foundation.
Prioritize CEO and C-suite succession planning and activities.
Support ongoing efforts to improve the accessibility of ISOC materials and communities in accordance with Resolution 2023-8.

Resolution 2023-17: Recognition of Outgoing Trustees
RESOLVED, that the Internet Society Board of Trustees thanks George Sadowsky and Muhammad Shabbir, who have concluded their terms, for their dedication and outstanding service to the Internet Society as members of the Board of Trustees.

Resolution 2023-18: Approve Operationalizing Connected Giving Foundation
WHEREAS, the Internet Society, Inc. is the sole member of Connected Giving Foundation (“CGF”), which was formed as a supporting organization to Internet Society in 2019 and has not engaged in any operations since it was formed;
WHEREAS, management has recommended that the Board of Trustees (“Board”) of Internet Society operationalize CGF to invest and manage funds for the benefit of Internet Society and its mission, including for the benefit of the Internet Society Foundation;
WHEREAS, management has presented a plan for operationalizing CGF to manage long-term reserves, receive annual cash surplus funding from PIR, and to review and fund Board-designated initiatives/funds of Internet Society, all to ensure continuous growth of the long-term reserves (the “Plan”); and
WHEREAS, the Board has determined that it is in the best interests of Internet Society and its mission to fund CGF and to approve the Plan.
NOW, THEREFORE, BE IT:
RESOLVED, that the Board hereby approves the Plan as presented by management;
RESOLVED FURTHER, that the Board hereby authorizes and directs the officers of Internet Society to implement the action plan contained in the Plan, including to transfer (or cause the transfer of) excess contributions from PIR to CGF; and
RESOLVED FURTHER, that the Board hereby authorizes and directs the President and CEO of Internet Society to evaluate and recommend to the Board an appropriate governance structure and board composition for CGF given the nature of its planned activities.

Resolution 2023-19: Approve Revised Finance Committee Charter
WHEREAS, as part of its annual workplan, the Finance Committee reviewed its Charter and made minor amendments clarifying existing language and terminology, as well as incorporating new language regarding the committee’s role in the oversight of investments and investment performance;
WHEREAS, the Amended and Restated By-Laws of the Internet Society Article II Section 12 require the Board of Trustees to approve committee charters;
RESOLVED, that the Finance Committee Charter as presented is approved.

Resolution 2023-20: Approve the Minutes of the 172^nd Internet Society Board Meeting
RESOLVED, that the minutes of the 172 meeting of the Internet Society Board of Trustees, held by videoconference on 14 June 2023, are approved.

Resolution 2023-21: Appoint the Representative to the Public Interest Registry Board of Directors
WHEREAS, in accordance with the Amended and Restated Bylaws of Public Interest Registry Article VI. Section 7., the Internet Society, as a Representative Member, shall be entitled to designate a representative to attend all meetings of the Public Interest Registry’s Board of Directors and its committees;
RESOLVED, that the Internet Society Board of Trustees appoints Andrew Sullivan as the Internet Society representative to the Public Interest Registry Board of Directors to serve until the 2024 Internet Society Annual General Meeting.

Resolution 2023-22: Accept the 2022 Independent Auditor’s Report
WHEREAS, the ISOC Board of Trustees has reviewed the report of the independent auditor, attached hereto as Exhibit A;
RESOLVED, that the 2022 Independent Auditor’s Report is accepted as presented.

Resolution 2023-23: Approve the Minutes of the 173^rd ISOC Board Meeting
WHEREAS, the ISOC Board of Trustees has reviewed the minutes of the 173^rd board meeting, attached hereto as Exhibit A and B;
RESOLVED, that the minutes of the 173^rd meeting of the ISOC Board of Trustees are approved.

Resolution 2023-24: Approve the Minutes of the 175^th ISOC Board Meeting
WHEREAS, the ISOC Board of Trustees has reviewed the minutes of the 175^th board meeting, attached hereto as Exhibit A;RESOLVED, that the minutes of the 175^th meeting of the ISOC Board of Trustees are approved.

Resolution 2023-25: Approve the 2024 Action Plan and Budget
RESOLVED, that the Internet Society Board of Trustees approves the 2024 Action Plan and Budget as presented.

Resolution 2023-26: Approve Board-Designated Funds for the Internet Society
RESOLVED, that the Board of Trustees approves designating a total of $1,055,000 to be funded by the Connected Giving Foundation as a restricted grant for the Board initiatives as outlined below:

an additional $100,000 to fund the Internet Society Amicus Program,
an additional $455,000 to fund the Digital Transformation Initiatives and
$500,000 to fund the Environmental, Social, and Governance (ESG) Strategy

Resolution 2023-27: Approve the 2024 Public Interest Registry Budget
RESOLVED, that the Internet Society Board of Trustees hereby approves the 2024 budget of the Public Interest Registry as presented.

Resolution 2023-28: Approve the Annual Report Form for Minnesota
WHEREAS, ISOC maintains charitable registration status in the state of Minnesota;
WHEREAS, as part of Charitable Organization Annual Report Form, Minnesota statute § 309.52, subd. 3. requires a Board approved resolution approving the contents of the Annual Form, as well as stating the Board is responsible for determining matters of policy, supervising the operations and finances of ISOC, and certifying information supplied in the Annual Form is correct and complete to the best of the Board’s knowledge;
RESOLVED, that the Board approves the contents of the Annual Report Form and all supporting materials, attached hereto as Exhibit A, and does hereby certify that the ISOC Board has assumed, and will continue to assume, responsibility for determining matters of policy, and has supervised, and will continue to supervise, the operations and finances of the organization;
FURTHER RESOLVED, that the ISOC Board further states that the information supplied in the Annual Report Form, and all supporting materials, is true, correct, and complete to the best of our knowledge.

Resolution 2023-29: Approval of Connected Giving Foundation’s Amended Governing Documents
WHEREAS, the Board has determined that it is in the best interest of Connected Giving Foundation (the “CGF Foundation”), a Pennsylvania nonprofit corporation of which Internet Society is the sole member, to approve and adopt the Amended and Restated Articles of Incorporation of the CGF Foundation in the form presented to the Board (the “Amended and Restated Articles of Incorporation”); and
WHEREAS, the Board has determined that it is in the best interest of the CGF Foundation to approve and adopt the Amended Bylaws of the CGF Foundation in the form presented to the Board (the “Amended Bylaws”);
NOW, THEREFORE, BE IT:
RESOLVED, that the Board hereby approves each of the Amended and Restated Articles of Incorporation and the Amended Bylaws and authorizes and directs Andrew Sullivan, as the President and CEO of Internet Society to execute a consent on behalf of Internet Society, in its capacity as sole member of the CGF Foundation, to approve such Amended and Restated Articles of Incorporation and the Amended Bylaws and deliver such consent to the CGF Foundation; and
RESOLVED FURTHER, that the Board hereby directs Internet Society to file this Resolution with the minutes of the proceedings of the Board and to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions.

Resolution 2023-30: Approve Board Engagement and Effectiveness Measures
RESOLVED, that the Internet Society Board of Trustees hereby approves the Board Engagement and Effectiveness Measures as presented by the Governance Committee.

Resolution 2022-01: Approval of the 2021-2022 Internet Architecture Board slate
RESOLVED, that the board approves the 2021-2022 Internet Architecture Board slate as presented, and
FURTHER RESOLVED, that the Internet Society Board of Trustees thanks the IETF Nominations Committee and its Chair, Gabriel Montenegro, for their time and hard work

Cullen Jennings
Mallory Knodel
Mirja Kuehlewind
Tommy Pauly
Qin Wu
Jiankang Yao

Read the minutes and agenda.

Resolution 2022-02: Appoint a chair and member of the Audit Committee
WHEREAS the Chair of the Audit Committee resigned prior to the end of his term, and
WHEREAS the Charter of the Audit Committee states that the committee shall consist of at least three voting Trustees appointed by the board,
RESOLVED, that the board appoints Richard Barnes to serve as Chair and appoints Luis Martinez as an additional Member.
Read the minutes and agenda.

Resolution 2022-03: Appoint a chair the Governance Reform Working Group
WHEREAS the Chair of the Governance Reform Working Group resigned prior to the conclusion of the work of the Group,
RESOLVED, that the board appoints George Sadowsky to serve as Chair.
Read the minutes and agenda.

Resolution 2022-04: Approve the minutes of the 162nd ISOC Board meeting
WHEREAS the ISOC board has reviewed the minutes of the 162nd board meeting attached hereto as Exhibit A,
RESOLVED, that the minutes of the 162nd meeting of the ISOC Board of Trustees, held by videoconference on January 12, 2022, are approved.
Read the document and minutes.

Resolution 2022-05: 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 2022 mid-year meeting:

Lena Beck Rørvig
Keith Davidson
Mike Silber

FURTHER RESOLVED, that the ISOC Board reappoints Jonathon Nevett as a non-voting member of the Board of Directors of the Public Interest Registry for a term ending at the PIR Board’s 2023 mid-year meeting.
Read the minutes.

Resolution 2022-06: Welcome new Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Romania Chapter and the new Internet Society Suriname Chapter.
Read the minutes and agenda.

Resolution 2022-07: Welcome new Special Interest Groups
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Special Interest Groups for Affordable Internet Access, Cybersecurity, Internet for Education, Internet of Things, and Online Safety.
Read the minutes and agenda.

Resolution 2022-08: Welcome new Standing Groups
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Standing Groups for Accessibility, Gender and Youth.
Read the minutes and agenda.

Resolution 2022-09: Accept the PIR Nominations Committee Report
RESOLVED, that the final report of the 2021-2022 PIR Nominations Committee is accepted.
Read the document, minutes and agenda.

Resolution 2022-10: Accept the Compensation Committee Report
RESOLVED, that the final report of the 2021-2022 Compensation Committee is accepted.
Read the document, minutes and agenda.

Resolution 2022-11: Approve 2022 funding for the Network Startup Resource Center
WHEREAS the Network Startup Resource Center (“NSRC”) is a non-profit center operated at the University of Oregon that helps develop national and regional Internet infrastructure for collaborative research, education, and international partnerships; and
WHEREAS both the Internet Society (“ISOC”) and the NSRC share a vision of an open, globally-connected, secure and trustworthy Internet for everyone; and
WHEREAS ISOC and the NSRC have signed a Memorandum of Understanding to provide ISOC grant funding to the University of Oregon Foundation to support the NSRC for a three-year period which began in 2021,
BE IT RESOLVED, that pursuant to the terms of the Memorandum of Understanding, the ISOC Board of Trustees authorizes a gift to the NSRC in the amount of $600,000 to be made in 2022; and
FURTHER RESOLVED, that any officer or trustee of ISOC is authorized for and on behalf of ISOC to do all such acts reasonably required in connection with the foregoing resolution, including the authority to execute and deliver documents on behalf of ISOC.
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Resolution 2022-12: Approve an update to the Charter of the Internet Architecture Board
WHEREAS the Internet Architecture Board (“IAB”) is constituted, in part, as a consultative committee of the Internet Society (ISOC) Board of Trustees; and
WHEREAS the IAB has constituted the RFC Editor Future Development Program in order to foster discussion and consensus on potential changes to the RFC Editor model; and
WHEREAS the results of that program’s deliberation include an update to the Charter of the IAB and an update to the appeals procedures relevant to the IAB; and
WHEREAS the ISOC Board of Trustees has reviewed this update,
RESOLVED, that the ISOC board approves of the update to the Charter of the IAB contained in draft-carpenter-rfced-iab-charter.
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Resolution 2022-13: Approve the minutes of the 163rd ISOC Board meeting
WHEREAS the ISOC board has reviewed the minutes of the 163rd Board meeting attached hereto as Exhibit A and B,
RESOLVED, that the minutes of the 163rd meeting of the ISOC Board of Trustees, held by videoconference on March 26-27, 2022, are approved.
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Resolution 2022-14: Appoint CFO Sae Park 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,
RESOLVED, that the ISOC Board of Trustees hereby appoints Chief Financial Officer Sae Park as representative of the ISOC branch office in Geneva.
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Resolution 2022-15: Accept the report from the Governance Reform Working Group
RESOLVED, that the report of the Governance Reform Working Group is accepted.
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Resolution 2022-16: Approve the Transfer of Certain Functions to the Internet Society Foundation
WHEREAS the Board of Trustees (the “Board”) of the Internet Society, Inc. (“ISOC”) previously formed the Internet Society Foundation (“Foundation”) as a supporting organization to ISOC; and
WHEREAS the Foundation has substantial expertise in grant management, fundraising, and philanthropic giving, as well as other administrative and support activities; and
WHEREAS ISOC management has recommended that the Foundation take over certain activities and programs of ISOC that are within the Foundation’s areas of expertise; and
WHEREAS the Board has determined that it is in ISOC’s best interests to transfer the responsibility for such activities and programs as may be determined by the President and CEO to the Foundation, which will allow for ISOC to dedicate more time and resources to its core mission to empower people to keep the Internet a force for good: open, globally connected, secure, and trustworthy,
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes and directs the President and CEO to evaluate which ISOC programs and activities the responsibility for which should be transferred to the Foundation; and
RESOLVED FURTHER, that the President and CEO of ISOC be, and hereby is, authorized to transfer such programs and activities as determined by the President and CEO to the Foundation; and
RESOLVED FURTHER, 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 2022-17: Approve the minutes of the 164th Board meeting
RESOLVED, that the minutes of the 164th meeting of the ISOC Board of Trustees, held by videoconference on 11 May 2022, are approved.
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Resolution 2022-18: Accept the 2021 Independent Auditors Report
RESOLVED, that the 2021 Independent Auditors Report is accepted as presented.
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Resolution 2022-19: Accept the Audit Committee Report
RESOLVED, that the report of the 2021-2022 Audit Committee is accepted.
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Resolution 2022-20: Accept the CEO Succession Planning Committee Report
RESOLVED, that the report of the 2021-2022 CEO Succession Planning Committee is accepted.
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Resolution 2022-21: Accept the Elections Committee Report
RESOLVED, that the report of the 2021-2022 Elections Committee is accepted.
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Resolution 2022-22: Accept the Executive Committee Report
RESOLVED, that the report of the 2021-2022 Executive Committee is accepted.
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Resolution 2022-23: Accept the Nominations Committee Report
RESOLVED, that the report of the 2021-2022 Nominations Committee is accepted.
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Resolution 2022-24: Accept and convey action items to the 2022-2023 Board of Trustees
RESOLVED, the 2021-2022 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 2022-2023 Board for consideration.

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 2021-2022 Board conveys the following priorities to the 2022-2023 Board:

Continue to support the projects and activities approved as part of the Internet Society’s 2022 Action Plan,
Consider implementation of policies and procedures to increase board diversity and improve structures of consultation along the lines of those suggested in the recent Open Forums on Governance Reform,
Support the evolution of the relationship of the Internet Society and the Internet Society Foundation as a supporting organization.

Resolution 2022-25: Appoint Muhammad Shabbir to the ISOC Board of Trustees
WHEREAS Maimouna Diop has recently resigned from the Board of Trustees of the Internet Society with one year remaining on her term, and
WHEREAS the Board has the power to appoint an interim trustee pursuant to Article II, Section 3 of the Amended and Restated By-Laws of the Internet Society, and
WHEREAS the Board desires to exercise this power to retain an appropriate breadth of experience, and
WHEREAS Muhammad Shabbir distinguished himself as a member of the 2021-2022 board,
BE IT RESOLVED, that the Board appoints Muhammad Shabbir to the ISOC Board of Trustees for a term of one year, effective at the start of the 2022 Annual General Meeting.
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Resolution 2022-26: Accept the Finance Committee Report
RESOLVED, that the report of the 2021-2022 Finance Committee, attached hereto as Exhibit A, is accepted.
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Resolution 2022-27: Appoint a Liaison to the IETF Nominations Committee
RESOLVED, that the ISOC Board appoints Brian Haberman as ISOC Board Liaison to the IETF Nominations Committee for the 2022-2023 term.
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Resolution 2022-28: Appoint a Trustee of the IETF Trust
RESOLVED, that the ISOC Board appoints Victor Kuarsingh as a trustee of the IETF Trust for a term of two years.
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Resolution 2022-29: Appoint chairs and members of committees of the Board
RESOLVED, that the ISOC Board makes the following appointments to committees of the Board for the 2022-2023 term.

Audit Committee
Chair: Luis Martinez
Members: Brian Haberman, Victor Kuarsingh and Sagarika Wickramasekera.

CEO Succession Planning Committee
Chair: Brian Haberman
Members: Ted Hardie, Barry Leiba, Luis Martinez and Robert Pepper.
Non-voting, ex-officio member: Andrew Sullivan

Compensation Committee
Chair: Ted Hardie
Members: Brian Haberman, Victor Kuarsingh, Barry Leiba and Robert Pepper.

Elections Committee*
Chair: Luis Martinez
Members: Brian Haberman and Charles Mok.
Non-voting, ex-officio member: Andrew Sullivan

Executive Committee
Chair: Ted Hardie
Members: Laura Thomson and Robert Pepper
Non-voting, ex-officio members: Andrew Sullivan

Finance Committee
Chair: Laura Thomson
Members: Ted Hardie, Robert Pepper, Jon Peterson and George Sadowsky.
Non-voting, ex-officio member: Andrew Sullivan

Governance Committee
Chair: Charles Mok
Members: Victor Kuarsingh, Barry Leiba, George Sadowsky, Muhammad Shabbir and Sagarika Wickramasekera.
Non-voting, ex-officio member: Andrew Sullivan

Nominations Committee*
Chair: Jon Peterson
Members: Barry Leiba and Sagarika Wickramasekera.

PIR Nominations Committee
Chair: Ted Hardie
Members: Charles Mok, George Sadowsky, Muhammad Shabbir and Laura Thomson.

*Note: Appointment of some committee members will be undertaken at a future meeting.
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Resolution 2022-30: Approve the minutes of the 165th board meeting
RESOLVED, that the minutes of the 165th meeting of the ISOC Board of Trustees, held by videoconference on 8 June 2022, are approved.
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Resolution 2022-31: Welcome new Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the Interplanetary Chapter of the Internet Society, and the Internet Society Qatar Chapter.
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Resolution 2022-32: Accept the Summary of Agreed Board Action Items from the 2021-2022 Board of Trustees
RESOLVED, the ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2021-2022 Board of Trustees.

Continue to support the projects and activities approved as part of the Internet Society’s 2022 Action Plan;
Consider implementation of policies and procedures to increase board diversity and improve structures of consultation along the lines of those suggested in the recent Open Forums on Governance Reform;
Support the evolution of the relationship of the Internet Society and the Internet Society Foundation as a supporting organization.

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Resolution 2022-33: Recognition of outgoing Trustees
RESOLVED, that the Board thanks Richard Barnes and Paul Ebersman at the conclusion of their terms for their dedication and outstanding service to the Internet Society as members of the Board of Trustees. The Board also thanks Mike Godwin and Maimouna Diop who both resigned earlier in the year.
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Resolution 2022-34: Approve dates and locations for 2022 board retreat and 2023 board meetings
RESOLVED, that the board approves the following dates for its 2022 board retreat and 2023 meetings and, provided that it is safe and practical to meet and travel, the following locations.

2022 Retreat: 21-23 September in Europe
2023 Q1 Meeting: 1-2 April, co-located with IETF
2023 Annual General Meeting: 16-18 June in Washington, DC
2023 Q4 Meeting: 11-12 November in Prague

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Resolution 2022-35: Recognizing the service of Kevin Craemer to ISOC and the Board of Trustees
In Recognition and Profound Appreciation of Distinguished Service by Kevin Craemer in advancing the mission of the Internet Society.
WHEREAS Kevin Craemer has provided outstanding service to the Internet Society;
WHEREAS Kevin Craemer has served as Board Liaison with dedication, integrity and distinction;
WHEREAS the Board of Trustees wishes to recognize that service;
RESOLVED, that the Internet Society Board of Trustees acknowledges and extends its profound appreciation to Kevin Craemer for his many years of service to the Internet Society.
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Resolution 2022-36: Approve the minutes of the 166th ISOC Board meeting
WHEREAS the ISOC board has reviewed the minutes of the 166th Board meeting attached
hereto as Exhibits A and B,
RESOLVED, that the minutes of the 166th meeting of the ISOC Board of Trustees held in The Hague, Netherlands, and by videoconference on June 18 19, 2022, are approved.
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Resolution 2022-37: Establish a Board Appointed Trustee Selection Committee
WHEREAS the Board desires to increase the diversity of the Board via an exercise of its power
under Article 2, Section 1(d) of the Internet Society By-Laws to appoint a trustee,
BE IT RESOLVED, that the Board establishes a Board Appointed Trustee Selection Committee
to search for and recommend an additional trustee for appointment by the Board, and
FURTHER RESOLVED, that the Board appoints Victor Kuarsingh, Barry Leiba, Luis
Martinez, Muhammad Shabbir and Laura Thomson to serves as members of the committee.
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Resolution 2022-38: Extension of CEO’s Contract
RESOLVED, that the employment contract between the Internet Society and Andrew Sullivan be extended for one year to August 31, 2024, with no other changes to the terms of the current contract.
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Resolution 2022-39: On the scope of responsibilities for specific staff members
WHEREAS the Internet Society board of 2021-2022 conveyed to this board a recommendation that it support the evolution of the relationship of the Internet Society and the Internet Society Foundation as a supporting organization to the Internet Society, and
WHEREAS that evolution has enlarged the scope of responsibilities for specific staff members, including with respect to their reporting obligations to the board of trustees of the Internet Society (the “Board”),
BE IT RESOLVED, that Sally Wentworth and Sarah Armstrong shall serve as advisors to the Board and as part of their duties, regularly provide reports to the Board with respect to their activities regarding the affairs of the Internet Society and Internet Society Foundation and shall provide such other reports and advice to the Board as the Board may request from time to time, and
FURTHER RESOLVED, that Sarah Armstrong shall attend the Internet Society Board meetings as requested by the Board, and
FURTHER RESOLVED, that Sally Wentworth shall attend the Internet Society Board meetings as requested by the Board, and
FURTHER RESOLVED, that the Board shall invite such other staff members of Internet Society or Internet Society Foundation to Internet Society Board meetings as determined by the Board.
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Resolution 2022-40: Approve the minutes of the 167th ISOC Board meeting
WHEREAS the ISOC board has reviewed the minutes of the 167th Board meeting attached hereto as Exhibits A,
RESOLVED, that the minutes of the 167th meeting of the ISOC Board of Trustees held by videoconference on August 10, 2022, are approved.
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Resolution 2022-41: Approve an Updated Board Appointed Trustee Selection Committee and Appoint a Committee Chair
WHEREAS, via Resolution 2022-37, the Board established a Board Appointed Trustee Selection Committee comprised of Victor Kuarsingh, Barry Leiba, Luis Martinez, Muhammad Shabbir, and Laura Thomson;
WHEREAS, the Board desires to add an additional member to the committee and appoint a Chair of the committee;
RESOLVED, that the Board appoints Charles Mok to serve as an additional member of the Board Appointed Trustee Selection Committee;
FURTHER RESOLVED, that the Board appoints Laura Thomson to serve as Chair of the Board Appointed Trustee Selection Committee.

Resolution 2022-42: Approve the Internet Society Investment Policy
RESOLVED, that the Board approves the Internet Society Investment Policy as presented and attached hereto as Exhibit 1.

Resolution 2022-43: Approve the 2022-2023 Elections Timetable
WHEREAS, in advance of each year’s election and nomination cycle, the ISOC Board of Trustees establishes an Elections Timetable identifying key deadlines and activities;
RESOLVED, that the Board approves the 2022-2023 Elections Timetable as presented in Exhibit 1.

Resolution 2022-44: Appoint Members of the 2022-2023 Elections Committee
WHEREAS, via Resolution 2022-29, the Board established an initial Elections Committee to be Chaired by Luis Martinez with Brian Haberman and Charles Mok serving as members and Andrew Sullivan serving as a non-voting, ex-officio member of the committee;
WHEREAS, the Board desires to add additional members to the committee in accord with the Procedures for Selecting Trustees, which requires no fewer than two Individual Members of the Society to sit on the committee;
RESOLVED, that the Board appoints Melchior Aelmans, Adarsh BU, and Arnold Nipper to serve as additional members of the 2022-2023 Elections Committee.

Resolution 2022-45: Adopt Updated Signature Authorization and Delegation of Authority Policy
WHEREAS, the Board of Trustees, via Resolution 2021-43, adopted a Signature Authorization and Delegation of Authority Policy;
WHEREAS, the Board of Trustees desires to update the policy;
RESOLVED, that the Board of Trustees hereby adopts the updated Signature Authorization and Delegation of Authority Policy as presented.
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Resolution 2022-46: Approve the 2023 Action Plan and Budget
RESOLVED, that the Internet Society Board of Trustees approves the 2023 Action Plan and Budget as presented.
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Resolution 2022-47: Approve Funding for the Internet Society Amicus Program
RESOLVED that the Board of Trustees approves designating an additional $85,000 to fund the Internet Society Amicus Program, using the remaining from the Reserves.
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Resolution 2022-48: Approve Funding for the Internet Society Compliance Program
RESOLVED that the Board of Trustees approves designating an additional $210,000 to fund the Internet Society Compliance Program, using the remaining from the Reserves.
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Resolution 2022-49: Approve Funding for Data Transformation
RESOLVED that the Board of Trustees approves designating an additional $345,000 to fund Data Transformation, using the remaining from the Reserves.
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Resolution 2022-50: Approve Funding for Corporate Structure Review
RESOLVED that the Board of Trustees approves designating $250,000 to fund Corporate Structure Review, using the remaining from the Reserves.
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Resolution 2022-51: Approve the 2023 PIR Budget
RESOLVED, that the Internet Society Board of Trustees hereby approves the 2023 budget of the Public Interest Registry as presented.
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Resolution 2022-52: Approve Additional Members to the Nominations Committee
WHEREAS, via Resolution 2022-29, the Board established an initial Nominations Committee to be Chaired by Jon Peterson with Barry Leiba and Sagarika Wickramasekera serving as members;
WHEREAS, the Board desires to add additional members to the committee in accord with the Procedures for Selecting Trustees;
RESOLVED, that the Board appoints Vincent Celindro and Raymond Mamattah to serve as additional members of the 2022-2023 Nominations Committee.

Resolution 2022-53: Approve the Minutes of the 168^th ISOC Board Meeting
WHEREAS, the ISOC Board of Trustees has reviewed the minutes of the 168^th board meeting, attached hereto as Exhibit A and B;
RESOLVED, that the minutes of the 168^th meeting of the ISOC Board of Trustees are approved.

Resolution 2021-01: Approval of the 2020 Internet Architecture Board slate
RESOLVED, that the 2020 Internet Architecture Board slate consisting of the following individuals is approved: Jari Arkko, Deborah Brungard, Wes Hardaker, Zhenbin (Robin) Li, David Schinazi, Russ White; and
FURTHER RESOLVED, that the Internet Society Board of Trustees thanks the IETF Nominations Committee and its Chair, Barbara Stark, for their time and hard work.
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Resolution 2021-02: Approve the minutes of the 155th Board meeting
RESOLVED, that the minutes of the 155th meeting of the Board of Trustees, held by videoconference on December 10, 2020, are approved.
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Resolution 2021-03: Approve clarifications to the Conflict of Interest Policy for Trustees and Board-designated Officers
RESOLVED, that the Board approves the clarifications to the Conflict of Interest Policy for Trustees and Board-designated Officers as presented.
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Resolution 2021-04: Thanking Olga Cavalli for her service
RESOLVED, that the ISOC Board thanks Olga Cavalli for her service as a Trustee of the Society.
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Resolution 2021-05: Approve amendments to the ChAC charter
RESOLVED, that the amendments to the charter of the Chapter Advisory Council proposed in their advice of 2020.12.23-01 are approved.
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Resolution 2021-06: Approve Funding for the Network Startup Resource Center (NSRC)
WHEREAS the Network Startup Resource Center (“NSRC”) is a non-profit center operated at the University of Oregon that helps develop national and regional Internet infrastructure for collaborative research, education, and international partnerships; and
WHEREAS both the Internet Society (“ISOC”) and the NSRC share a vision of an open, globally-connected, secure and trustworthy Internet for everyone; and
WHEREAS ISOC and the NSRC have each determined that it would further each of their respective missions to enter into a Memorandum of Understanding;
BE IT RESOLVED, that the ISOC Board of Trustees approves the Memorandum of Understanding between ISOC and the NSRC, as presented, which provides ISOC grant funding to the University of Oregon Foundation to support the NSRC for a three-year period beginning in 2021; and
BE IT RESOLVED, that pursuant to the terms of the Memorandum of Understanding, the ISOC Board of Trustees authorizes the gift to the NSRC in the amount of $600,000 to be made in 2021; and
FURTHER RESOLVED, that any officer or trustee of ISOC is authorized for and on behalf of ISOC to do all such acts reasonably required in connection with the foregoing resolutions, including the authority to execute and deliver documents on behalf of ISOC.
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Resolution 2021-07: Amend the board Procedure for Conducting Electronic Votes
WHEREAS the ISOC board wishes to amend its procedure for conducting electronic votes,
BE IT RESOLVED, that the board Procedure for Conducting Electronic Votes is amended as presented in Exhibit A attached hereto.
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Resolution 2021-08: Appoint Jon Nevett to the PIR board
WHEREAS the ISOC board wishes to appoint the CEO of Public Interest Registry (“PIR”) as a non-voting member of the Board of PIR,
BE IT RESOLVED, that the ISOC Board of Trustees appoints Jonathon Nevett as a non-voting member of the Board of PIR for a term ending at the PIR Board’s 2021 mid-year meeting.
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Resolution 2021-09: Approve the minutes of the 156th Board meeting
WHEREAS the ISOC board has reviewed the minutes of the 156th Board meeting attached hereto as Exhibit B,
BE IT RESOLVED, that the minutes of the 156th meeting of the ISOC Board of Trustees, held by videoconference on January 26, 2021, are approved.
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Resolution 2021-10: Amend the dates and place of the Q1 board meeting
RESOLVED, that the Q1 meeting of the ISOC Board of Trustees originally scheduled for March 26-27, 2021 in Cancun, Mexico, will now be held by videoconference on March 15-16, 2021.
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Resolution 2021-11: Welcome new Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the Internet Society Chapitre du Gabon (Internet Society Gabon Chapter) and the Internet Society India Hyderabad, which have both been chartered and approved since the last board meeting.
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Resolution 2021-12: Accept the 2020-2021 ISOC Nominations Committee report
RESOLVED, that the report of the 2020-2021 ISOC Nominations Committee is accepted as presented.
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Resolution 2021-13: Extension of CEO’s Contract
RESOLVED, that the board approves the proposed contract extension with Andrew Sullivan, as presented, to continue serving as Internet Society Chief Executive Officer.
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Resolution 2021-14: Ratify ISOC Board resolutions approved by e-vote
RESOLVED, that the Board ratifies the resolutions previously approved by e-vote as presented.
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Resolution 2021-15: Approve the minutes of the 157th Board meeting
WHEREAS the ISOC board has reviewed the minutes of the 157th Board meeting attached hereto as Exhibit A,
RESOLVED, that the minutes of the 157th meeting of the ISOC Board of Trustees, held by videoconference on March 15-16, 2021 are approved.
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Resolution 2021-16: Approve Amended Foundation Bylaws and Adopt Budget Approval Policy
WHEREAS Article VI, Section 1, of the bylaws of the Foundation (the “Foundation Bylaws”) provides that the Board of Trustees of the Foundation (the “Foundation Board”) shall have the authority to amend the Foundation Bylaws subject to the approval of the Member of the Foundation; and
WHEREAS the Foundation Board has adopted amended Foundation Bylaws as provided in Exhibit A attached hereto and the Board of Trustees of ISOC (the “Board”) acting as the Member of the Foundation has determined to approve the amended Foundation Bylaws; and
WHEREAS pursuant to Article I, Section 2(c), of the Foundation Bylaws as amended, the Member of the Foundation shall have the right to approve the annual budget of the Foundation pursuant to such procedure as determined by the Board and approved by the Member; and
WHEREAS the Board has determined to approve the Budget Approval Policy as provided in Exhibit B attached hereto and adopted by the Foundation in furtherance of Article I, Section 2(c), of the amended Foundation Bylaws,
NOW, THEREFORE, BE IT:
RESOLVED, that the Board hereby approves the amended Foundation Bylaws as attached hereto as Exhibit A; and
RESOLVED, that the Board hereby approves the Budget Approval Policy as attached hereto as Exhibit B; and
RESOLVED, that the officers, directors, or any other authorized representative of the Foundation be, and each of them hereby is, authorized and directed to execute and deliver all documents and to take all such actions as they may deem necessary, advisable, or appropriate in order to carry out the purposes of these resolutions.
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Resolution 2021-17: Appoint members of the PIR Board
WHEREAS the Public Interest Registry (PIR) Nominations Committee of ISOC has proposed a slate of candidates for the PIR Board of Directors,
RESOLVED, that the ISOC Board of Trustees approves the slate and appoints the following individuals to the PIR Board of Directors for terms as follows, commencing with the PIR Board’s mid-year meeting in 2021:

Jeffrey Bedser for a term of three years,
Eric Burger for a term of three years,
Narelle Clark for a term of two years,
Saerin Cho for a term of two years.

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Resolution 2021-18: Appoint Muhammad Shabbir to the ISOC Board
WHEREAS the Board of Trustees has the power to appoint a Trustee pursuant to Article II, Section 1(d) of the Amended and Restated By-Laws of the Internet Society, and
WHEREAS the Board desires to exercise such power in order to have 12 voting members, and
WHEREAS Muhammad Shabbir, a respected member of the Chapters community, has expressed interest in joining the Board, and
WHEREAS Muhammad Shabbir has agreed to resign from Chapter and Special Interest Group leaderships posts in compliance with the Board’s Conflict of Interest Policy for Trustees and Board-Designated Officers, BE IT RESOLVED, that the Board appoints Muhammad Shabbir to the ISOC Board of Trustees for a term of one year, effective at the start of the 2021 Annual General Meeting.
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Resolution 2021-19: Adopt Amended Internet Society Bylaws
WHEREAS Article IX, Section 1, of the Bylaws of the Internet Society (the “Bylaws”) provides that the Board of Trustees (the “Board”) shall have the authority to amend the Bylaws,
RESOLVED, that the Board hereby adopts the amended Bylaws attached hereto as Exhibit A,
FURTHER RESOLVED, that any officer or trustee of ISOC is authorized for and on behalf of ISOC to do all such acts reasonably required in connection with the foregoing resolutions, including the authority to execute and deliver documents on behalf of ISOC.
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Resolution 2021-20: Adopt Amended Conflict of Interest Policy
WHEREAS Article II, Section 1, of the the Internet Society (the “Bylaws”) provides that the affairs of the Internet Society shall be directed by the Board,
RESOLVED, that the Board hereby adopts the amended Conflict of Interest Policy for Trustees and Board-Designated Officers attached hereto as Exhibit B,
FURTHER RESOLVED, that any officer or trustee of ISOC is authorized for and on behalf of ISOC to do all such acts reasonably required in connection with the foregoing resolutions, including the authority to execute and deliver documents on behalf of ISOC.
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Resolution 2021-21: Approve PIR Registry Operations Plans
WHEREAS the Board had determined to approve PIR Registry Operations Plans as described on Exhibit 1,
BE IT RESOLVED, that the Board hereby approves PIR Registry Operations Plans as described on Exhibit 1.
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Resolution 2021-22: Appoint Secretary of ISOC
WHEREAS the Board wishes to appoint a Secretary pursuant to Article VI, Sections 1 and 3, of the By-laws of ISOC,
BE IT RESOLVED, that the Board hereby appoints Ilona Levine as Secretary starting at the Annual General Meeting of 2021 pursuant to Article VI, Sections 1 and 3, of the By-laws of ISOC to serve at the pleasure of the Board or until her earlier resignation.
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Resolution 2021-23: Accept and convey action items to the 2021-2022 Board of Trustees
RESOLVED, the 2020-2021 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 2021-2022 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 2020-2021 Board conveys the following priorities to the 2021-2022 Board:

• Continue developing 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 2021 Action Plan.

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Resolution 2021-24: Accept the 2020 Independent Auditors Report
RESOLVED, that the 2020 Independent Auditors Report is accepted, in reliance on the PIR 2020 Independent Auditors Report as accepted by the PIR Board on 26 May 2021.
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Resolution 2021-25: Accept the Audit Committee Report
RESOLVED, that the report of the 2020-2021 Audit Committee is accepted.
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Resolution 2021-26: Accept the CEO Succession Planning Committee Report
RESOLVED, that the report of the 2020-2021 CEO Succession Planning Committee is accepted.
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Resolution 2021-27: Accept the Compensation Committee Report
RESOLVED, that the report of the 2020-2021 Compensation Committee is accepted.
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Resolution 2021-28: Accept the Elections Committee Report
RESOLVED, that the report of the 2020-2021 Elections Committee is accepted.
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Resolution 2021-29: Accept the Executive Committee Report
RESOLVED, that the report of the 2020-2021 Executive Committee is accepted.
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Resolution 2021-30: Accept the Finance Committee Report
RESOLVED, that the report of the 2020-2021 Finance Committee is accepted.
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Resolution 2021-31: Accept the Governance Committee Report
RESOLVED, that the report of the 2020-2021 Governance Committee is accepted.
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Resolution 2021-32: Accept the PIR Nominations Committee Report
RESOLVED, that the report of the 2020-2021 PIR Nominations Committee is accepted.
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Resolution 2021-33: Appoint a Liaison to the IETF Nominations Committee
RESOLVED, that the ISOC Board appoints Brian Haberman as ISOC Board Liaison to the IETF Nominations Committee for the 2021-2022 term.
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Resolution 2021-34: Appoint chairs and members of committees of the Board
RESOLVED, that the ISOC Board makes the following appointments to committees of the Board for the 2021-2022 term:

Audit Committee
Chair: Mike Godwin
Members: Richard Barnes, Maimouna Diop

CEO Succession Planning Committee
Chair: Brian Haberman
Members: Ted Hardie, Luis Martinez, Robert Pepper, Muhammad Shabbir, Laura Thomson
Non-voting, ex-officio member: Andrew Sullivan

Compensation Committee
Chair: Ted Hardie
Members: Richard Barnes, Brian Haberman, Muhammad Shabbir

Elections Committee
Chair: Maimouna Diop
Non-voting, ex-officio member: Andrew Sullivan

Executive Committee
Chair: Ted Hardie
Members: Jon Peterson, Laura Thomson
Non-voting, ex-officio member: Andrew Sullivan

Finance Committee
Chair: Laura Thomson
Members: Robert Pepper, Jon Peterson, George Sadowsky
Non-voting, ex-officio member: Andrew Sullivan

Governance Committee
Chair: Paul Ebersman
Members: Luis Martinez, Muhammad Shabbir, George Sadowsky, Laura Thomson
Non-voting, ex-officio member: Andrew Sullivan

Nominations Committee
Chair: George Sadowsky

PIR Nominations Committee
Chair: Richard Barnes
Members: Maimouna Diop, Brian Haberman, George Sadowsky, Laura Thomson

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Resolution 2021-35: Approve the minutes of the 158th Board meeting
RESOLVED, that the minutes of the 158th meeting of the ISOC Board of Trustees, held by videoconference on 8 July 2021, are approved.
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Resolution 2021-36: Welcome new Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the Internet Society Zambia Chapter.
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Resolution 2021-37: Accept the Summary of Agreed Board Action Items from the 2020-2021 Board of Trustees
RESOLVED, the ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2020-2021 Board of Trustees.

Summary of Agreed Board Action Items

Continue developing 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 2021 Action Plan.

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Resolution 2021-38: Recognition of outgoing Trustees
RESOLVED, that the Board thanks Walid Al Saqaf, Gonzalo Camarillo, John Levine and Heather West for their dedication and outstanding service to the Internet Society as members of the Board of Trustees, and extends special appreciation to Gonzalo for his leadership over the past five years as Board Chair and to John for his commitment as Secretary over the same period.
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Resolution 2021-39: Approve funding to support ongoing activities of AFRINIC
WHEREAS the Internet Society believes the continued orderly operation of number registries is in the interest of the Internet; and
WHEREAS the Internet Society trustees observe that legal action affecting AFRINIC may threaten that orderly operation,
NOW THEREFORE BE IT RESOLVED, the Internet Society staff are directed to develop and implement a plan, consistent with legal obligations and prudence, to support the ongoing activities of AFRINIC, with funding not to exceed $300,000, and to pursue said plan until such time as otherwise directed by the Board of Trustees.
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Resolution 2021-40: Approve amendment to the Procedure for Conducting Electronic Votes
WHEREAS the ISOC board wishes to amend its Procedure for Conducting Electronic Votes,
RESOLVED, that the board Procedure for Conducting Electronic Votes is amended as presented in Exhibit A attached hereto.
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Resolution 2021-41: In Recognition and Profound Appreciation of Distinguished Service by Sandra Spector in advancing the mission of the Internet Society
WHEREAS Sandra Spector has provided outstanding leadership and guidance to the Internet Society; and
WHEREAS Sandra Spector has served as Chief Financial Officer and Senior Vice President of Business with integrity and distinction; and
WHEREAS Sandra Spector has been instrumental to the creation and success of the IETF LLC and the Internet Society Foundation; now, therefore, be it
RESOLVED, that the Internet Society Board of Trustees acknowledges and extends its profound appreciation to Sandra Spector for her many years of service to the Internet Society.
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Resolution 2021-42: Appointment of Acting Chief Financial Officer
WHEREAS, Article VI, Section 1, of the the Internet Society Bylaws (the “Bylaws”)
provides that the Board shall appoint the officers, who shall serve at the pleasure of the Board;
WHEREAS the Chief Financial Officer (“CFO”) of ISOC has taken a leave of absence;
WHEREAS the President and CEO of ISOC has designated Sae Park to serve as acting CFO during the CFO’s leave of absence;
WHEREAS the Board has determined that it is in the best interest of ISOC to ratify the President and CEO’s designation and to appoint Sae Park to act as the CFO of ISOC until such time as the current CFO returns from such leave or absence or until a new CFO is appointed.
NOW, THEREFORE, BE IT:
RESOLVED, that the Board hereby ratifies the President and CEO’s designation and appoints Sae Park to act as the CFO of ISOC until such time as the current CFO returns from such leave or absence or until a new CFO is appointed; and
RESOLVED FURTHER, that Sae Park as acting CFO shall have all authorities and responsibilities of the CFO as provided in the Bylaws and as otherwise previously authorized by the Board or deleged by the President and CEO.
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Resolution 2021-43: Adopt Signature Authorization and Delegation of Authority Policy
WHEREAS the Board of Trustees (the “Board”) has general authority under applicable statutes and the Internet Society by-laws to enter into all contracts to which the Society may be a party, and may delegate such authority to one or more Authorized Signatories for the day-to-day management of the Society, and
WHEREAS a policy regarding signature authorization and delegation of authority will promote the efficient operation of the Society and establish sound internal controls where only individuals with properly delegated signature authority are able to commit the Society to binding obligations and execute contracts on behalf of the Society,
RESOLVED, that the Board hereby adopts the Signature Authorization and Delegation of Authority Policy attached hereto as exhibit A.
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Resolution 2021-44: Approve the minutes of the 159th Board meeting
WHEREAS the ISOC board has reviewed the minutes of the 159th Board meeting attached hereto as Exhibit A,
RESOLVED, that the minutes of the 159th meeting of the ISOC Board of Trustees, held by videoconference from July 31 to August 1, 2021, are approved.
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Resolution 2021-45: Approve the minutes of the 160th Board meeting
WHEREAS the ISOC board has reviewed the minutes of the 160th Board meeting attached hereto as Exhibit B,
RESOLVED, that the minutes of the 160th meeting of the ISOC Board of Trustees, held by videoconference on August 22, 2021, are approved.
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Resolution 2021-46: Adopt Extraordinary Grant/Investment Request Policy
WHEREAS the Board of Trustees (the “Board”) and the CEO of ISOC occasionally receive grant or investment funding requests outside of the approved budget and the ordinary grant request process,
RESOLVED, that the Board hereby adopts the Extraordinary Grant/Investment Request Policy attached hereto as exhibit A.
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Resolution 2021-47: Recognize recently chartered Internet Society chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the Internet Society Canada Manitoba Chapter, the Internet Society Poland Chapter, and the Internet Society Ukraine Chapter.
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Resolution 2021-48: Approve PIR Board call for nominations and timetable
RESOLVED, that the Call for Nominations for the PIR Board, as presented, and the following timetable for the 2022 appointment process are both approved.

Application period begins: 15 November 2021.
Application period ends: 1 February 2022 at 12:00 UTC.
Slate sent to ISOC Board: 9 March 2022.
Board vote on slate: 26 March 2022.

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Resolution 2021-49:Approve the 2022 PIR budget
RESOLVED, that the Internet Society board hereby approves the 2022 budget of the Public Interest Registry, as presented.
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Resolution 2021-50: Approve the 2022 Action Plan and Budget
RESOLVED, that the Internet Society board approves the 2022 Action Plan and Budget, as presented.
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Resolution 2021-51: Approve funding for the Internet Society Amicus Program
RESOLVED that the Board approves the expenditure of $336,000 to fund the Internet Society Amicus Program using the remaining from the Reserves.
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Resolution 2021-52: Approve funding for the Compliance Program
RESOLVED that the Board approves the expenditure of $85,000 to fund the Compliance Program using the remaining from the Reserves.
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Resolution 2021-53: Approve funding for the Emerging Opportunity Fund
RESOLVED that the Board approves the expenditure of $250,000 to fund the Emerging Opportunities using the remaining from the Reserves.
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Resolution 2021-54: Appoint a member of the IETF LLC Board
RESOLVED, that Sean Turner is appointed to the board of the IETF LLC for a 3-year term effective in March 2022.
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Resolution 2021-55: Appoint members of the 2021-2022 Nominations Committee
RESOLVED, that Melchior Aelmans, Sylvia Cadena, Houda Chakiri, Rosa Delgado, Carlos Martinez and Jon Peterson are appointed to the 2021-2022 ISOC Nominations Committee, chaired by George Sadowsky.
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Resolution 2021-56: Appoint members of the 2021-2022 Elections Committee
RESOLVED, that Luis Martinez, Lars Steffen and Komlan Togbedji are appointed to the 2021-2022 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 2021-57: Approve the 2021-2022 Elections Timetable
RESOLVED, that the 2021-2022 ISOC Elections Timetable is approved as presented.
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Resolution 2021-58: Reappoint Jon Nevett to the PIR board
WHEREAS the ISOC board wishes to reappoint the CEO of Public Interest Registry (“PIR”) as a non-voting member of the Board of PIR,
BE IT RESOLVED, that the ISOC Board of Trustees reappoints Jonathon Nevett as a non-voting member of the Board of PIR for a term ending at the PIR Board’s 2022 mid-year meeting.
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Resolution 2021-59: Appoint Sae Park as Internet Society Chief Financial Officer
WHEREAS the Board wishes to appoint a new Chief Financial Officer pursuant to Article VI, Sections 1 and 4, of the by-laws of ISOC, and
WHEREAS Sae Park has performed admirably for the Internet Society in the roles of Senior Director of Finance and Acting Chief Financial Officer,
BE IT RESOLVED, that the Board hereby appoints Sae Park as Chief Financial Officer with immediate effect.
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Resolution 2021-60: Approve the minutes of the 161st ISOC Board meeting
WHEREAS the ISOC board has reviewed the minutes of the 161st Board meeting attached hereto as Exhibit A and B,
RESOLVED, that the minutes of the 161st meeting of the ISOC Board of Trustees, held by videoconference on November 13-14, 2021, are approved.
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