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 178th board meeting, attached hereto as Exhibit A and Exhibit B;
RESOLVED, that the minutes of the 178th 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 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 169th ISOC Board Meeting
WHEREAS, the ISOC Board of Trustees has reviewed the minutes of the 169th board meeting, attached hereto as Exhibit A;
RESOLVED, that the minutes of the 169th 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 171st board meeting, attached hereto as Exhibit A;
RESOLVED, that the minutes of the 171st 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 172nd 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 173rd ISOC Board Meeting
WHEREAS, the ISOC Board of Trustees has reviewed the minutes of the 173rd board meeting, attached hereto as Exhibit A and B;
RESOLVED, that the minutes of the 173rd meeting of the ISOC Board of Trustees are approved.
Resolution 2023-24: Approve the Minutes of the 175th ISOC Board Meeting
WHEREAS, the ISOC Board of Trustees has reviewed the minutes of the 175th board meeting, attached hereto as Exhibit A;RESOLVED, that the minutes of the 175th 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
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.
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.
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.
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.
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.
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.
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.
Resolution 2022-09: Accept the PIR Nominations Committee Report
RESOLVED, that the final report of the 2021-2022 PIR Nominations Committee is accepted.
Resolution 2022-10: Accept the Compensation Committee Report
RESOLVED, that the final report of the 2021-2022 Compensation Committee is accepted.
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.
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.
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.
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.
Resolution 2022-15: Accept the report from the Governance Reform Working Group
RESOLVED, that the report of the Governance Reform Working Group is accepted.
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.
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.
Resolution 2022-18: Accept the 2021 Independent Auditors Report
RESOLVED, that the 2021 Independent Auditors Report is accepted as presented.
Resolution 2022-19: Accept the Audit Committee Report
RESOLVED, that the report of the 2021-2022 Audit Committee is accepted.
Resolution 2022-20: Accept the CEO Succession Planning Committee Report
RESOLVED, that the report of the 2021-2022 CEO Succession Planning Committee is accepted.
Resolution 2022-21: Accept the Elections Committee Report
RESOLVED, that the report of the 2021-2022 Elections Committee is accepted.
Resolution 2022-22: Accept the Executive Committee Report
RESOLVED, that the report of the 2021-2022 Executive Committee is accepted.
Resolution 2022-23: Accept the Nominations Committee Report
RESOLVED, that the report of the 2021-2022 Nominations Committee is accepted.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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 168th ISOC Board Meeting
WHEREAS, the ISOC Board of Trustees has reviewed the minutes of the 168th board meeting, attached hereto as Exhibit A and B;
RESOLVED, that the minutes of the 168th 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Resolution 2021-25: Accept the Audit Committee Report
RESOLVED, that the report of the 2020-2021 Audit Committee is accepted.
Resolution 2021-26: Accept the CEO Succession Planning Committee Report
RESOLVED, that the report of the 2020-2021 CEO Succession Planning Committee is accepted.
Resolution 2021-27: Accept the Compensation Committee Report
RESOLVED, that the report of the 2020-2021 Compensation Committee is accepted.
Resolution 2021-28: Accept the Elections Committee Report
RESOLVED, that the report of the 2020-2021 Elections Committee is accepted.
Resolution 2021-29: Accept the Executive Committee Report
RESOLVED, that the report of the 2020-2021 Executive Committee is accepted.
Resolution 2021-30: Accept the Finance Committee Report
RESOLVED, that the report of the 2020-2021 Finance Committee is accepted.
Resolution 2021-31: Accept the Governance Committee Report
RESOLVED, that the report of the 2020-2021 Governance Committee is accepted.
Resolution 2021-32: Accept the PIR Nominations Committee Report
RESOLVED, that the report of the 2020-2021 PIR Nominations Committee is accepted.
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.
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
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.
Resolution 2021-36: Welcome new Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the Internet Society Zambia Chapter.
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
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.
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.
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.
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.
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.
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 Presient and CEO.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Resolution 2021-57: Approve the 2021-2022 Elections Timetable
RESOLVED, that the 2021-2022 ISOC Elections Timetable is approved as presented.
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.
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.
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.
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.
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.
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.
Resolution 2020-05: Update the Elections Committee Charter
RESOLVED, that the charter of the Elections Committee is updated by replacing section II, as presented.
Resolution 2020-06: Amend the Elections Timetable
RESOLVED, that the board approves amendments to the 2019-2020 ISOC Elections Timetable as presented.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Resolution 2020-21: Welcome new Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the ISOC Comoros Chapter.
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.
Resolution 2020-24: Accept the Audit Committee Report
RESOLVED, that the report of the 2019-2020 Audit Committee is accepted.
Resolution 2020-25: Accept the CEO Succession Planning Committee Report
RESOLVED, that the report of the 2019-2020 CEO Succession Planning Committee is accepted.
Resolution 2020-26: Accept the Compensation Committee Report
RESOLVED, that the report of the 2019-2020 Compensation Committee is accepted.
Resolution 2020-27: Accept the Elections Committee Report
RESOLVED, that the report of the 2019-2020 Elections Committee is accepted.
Resolution 2020-28: Accept the Executive Committee Report
RESOLVED, that the report of the 2019-2020 Executive Committee is accepted.
Resolution 2020-29: Accept the Finance Committee Report
RESOLVED, that the report of the 2019-2020 Finance Committee is accepted.
Resolution 2020-30: Accept the Governance Committee Report
RESOLVED, that the report of the 2019-2020 Governance Committee is accepted.
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.
Resolution 2020-32: Accept the PIR Nominations Committee Report
RESOLVED, that the report of the 2019-2020 PIR Nominations Committee is accepted.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Resolution 2020-53: Approve the Elections Timetable
RESOLVED, that the 2020-2021 ISOC Elections Timetable is approved as presented.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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:
1. Continue support for the 2019 Internet Society Action Plan,
2. 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.
Resolution 2010-1: Approval of Minutes of the 76th Board meeting
RESOLVED that the minutes of the 76th Board meeting of the Internet Society held December 4th and 5th, 2009 in Amsterdam are approved.
Resolution 2010-2: Approval of Minutes of the 77th Board Meeting
RESOLVED, that the minutes of the 77th Board meeting of the Internet Society held February 2, 2010 are approved as revised.
Resolution 2010-3: Confirmation of Electronic Vote
RESOLVED, that the electronic vote to approve the 2010 IAB slate consisting of the following individuals is approved:
Andrei Robachevsky
Bernard Aboba
Hannes Tschofenig
Olaf Kolkman
Ross Callon
Spencer Dawkins
Resolution 2010-4: Thank Fred Baker for his service on the IAOC.
RESOLVED, that the ISOC Board of Trustees extends its sincere thanks to Fred Baker for his service to the IETF community as an ISOC Board appointee to the IAOC from January 2007 to March 2010.
Resolution 2010-5: Thank Nick Trio for his service on the AC
RESOLVED, that the ISOC Board of Trustees extends its sincere thanks to Nick Trio for his long and excellent service on the ISOC Advisory Council.
Resolution 2010-6: Welcome the rejuvenated US Washington DC Chapter.
RESOLVED, that the ISOC Board of Trustees warmly welcomes the rejuvenated US Washington DC Chapter of the Internet Society, which was chartered and approved since the last Board meeting.
Resolution 2010-7: Accept the proposed PIR By-law change
RESOLVED that the proposed PIR By-law change is accepted.
Resolution 2010-8: Appointment of Directors for the PIR Board
RESOLVED, that the ISOC Board appoints Erik Huizer and Amitabh Singhal to the PIR Board of Directors for the period starting at the beginning of the mid-year 2010 PIR Board meeting and ending at the end of the day before the start of the mid-year 2013 PIR Board meeting.
RESOLVED, that the ISOC Board appoints Glenn Ricart for an additional year effective at the end of his current term to the PIR Board of Directors to complete the term of Kuo-Wei Wu.
Resolution 2010-9: Thank Kuo-Wei Wu for his service on the PIR board.
RESOLVED, that the ISOC Board of Trustees extends its sincere thanks to Kuo-Wei Wu for his important service on the PIR board.
Resolution 2010-10: Form a committee to review the nominations and elections process and timetable
RESOLVED, that a committee be formed to examine the nominations process and propose a new nominations and election timeline.
Resolution 2010-11: Accept the Nominations Committee Report
RESOLVED that the Report of the 2010 Nominations Committee is accepted
Resolution 2010-12: Adopt a sense of the board relating to diversifying revenue base
RESOLVED, that the sense of the ISOC board is:
The board desires to greatly diversify its revenue base, consistent with ISOC’s mission and direction, with targets of USD 2MM in 2011, USD 4MM in 2012 and USD 8MM in 2013. To achieve these aggressive goals, the board will work closely with ISOC staff to develop a plan to achieve these targets.
Resolution 2010-13: Approval of the minutes of the 78th ISOC Board meeting
RESOLVED, that the minutes of the 78th meeting of the ISOC Board of Trustees held in Anaheim, 27-28 March 2010 are approved.
Resolution 2010-14: ISOC Board of Trustees welcomes new Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the Malaysia Chapter which was charted and approved since the last Board meeting.
Resolution 2010-15: Approve recommended allocation of additional funds received from PIR
RESOLVED, that the ISOC Board of Trustees approves the incremental expenditures as indicated in the request from ISOC’s CEO and as presented at the May 17th 2010 Board meeting.
Resolution 2010-16: Appointment of PIR President and CEO as a non voting member of the PIR Board
RESOLVED, that the ISOC Board of Trustees appoints Alexa Raad, PIR’s current President and CEO, as a non-voting member of the PIR Board of Directors for a term beginning at the mid year 2010 PIR Board of Directors meeting, and ending the earlier of the mid year 2012 PIR Board of Directors meeting or the end of her tenure as President and CEO.
Resolution 2010-17: Approval of the Minutes of the 79th Board Meeting
RESOLVED, that the minutes of the 79th meeting of the Internet Society held by teleconference, 17 May 2010, are approved.
Resolution 2010-18: Accept the 2009 Independent Auditors Report.
RESOLVED, that the 2009 Independent Auditors Report is accepted.
Resolution 2010-19: Accept the 2009 – 2010 Election Committee Report
RESOLVED, that the Report of the 2009 – 2010 Elections Committee is accepted.
Resolution 2010-20: Recognition of outgoing Trustees
RESOLVED, that the board extends its sincere thanks to outgoing board members, Hiroshi Esaki. Desiree Miloshevic, Ted Hardie and Patrick Vande Walle for their tireless commitment and exceptional service to the Internet Society.
Resolution 2010-21: Appoint a Secretary to the Board
RESOLVED, that Scott Bradner be appointed as Secretary to the Board
Resolution 2010-22: Apoint a Treasurer
RESOLVED, that Eva Frolich be appointed as Treasurer
Resolution 2010-23: Appoint a Chair of the Elections Committee
RESOLVED, that Khaled Koubaa be appointed as Chair of the Elections Committee
Resolution 2010-24: Appoint a Chair of the Nominations Committee
RESOLVED, that Alejandro Pisanty be appointed as Chair of the Nominations Committee
Resolution 2010-25: Approval of amendment to ISOC’s By Laws to incorporate Board and Officer indemnification provisions.
RESOLVED, that the ISOC Board of Trustees approves the amendment of the ISOC By Laws to incorporate the indemnification provisions as proposed by ISOC Management.
Resolution 2010-26: Appoint an ISOC Liaison
The ISOC Board of Trustees appoints Eric Burger as the ISOC Liaison to the IETF Nominations Committee for the 2010-2011 term
Resolution 2010-27: Approve the execution of the PIR/ Afilias contract
WHEREAS The Bylaws of the Public Interest Registry require any contract with Afilias to be approved by the Board of the Internet Society, and
WHEREAS The PIR Board has approved the following resolution:
Whereas the Board selected a committee consisting of Messrs Botterman, Ricart and Peck (the “Committee”) to negotiate on behalf of PIR with representatives of Afilias the terms of an amended contract (the “Contract”) for the provision of services by Afilias to PIR for a term of six years, commencing on January 1, 2010;
Whereas the Committee consulted regularly with the Board regarding its negotiations, and the Board is satisfied that the Committee performed its functions in a manner consistent with the Board’s direction;
Whereas the Board consulted legal counsel regarding the preservation of the tax exempt status of PIR and is satisfied that the terms of the Contract are consistent with the requirements for the preservation of such status;
Whereas an independent consultant to PIR has made a study of the range of fair market values of services performed by other entities comparable to the services performed by Afilias, and the price to be paid by PIR to Afilias pursuant to the Contract is within the range of fair market values;
Whereas in comparison to the existing contract between PIR and Afilias the Contract provides more favorable financial arrangements for PIR over the term of the Contract, as well as other more favorable terms, including but not limited to a definite term of the Contract and a specific list of the services to be provided by Afilias;
Now therefore, be it resolved that the Board approves the terms of the Contract and its execution, subject to the further approval of the Board of Trustees of the Internet Society, in substantially the form of the document attached to these minutes.
WHEREAS The Board of Trustees of the Internet Society has been briefed on the Contract and the foregoing resolution,
NOW THEREFORE, Be it RESOLVED that the Board of Trustees of the Internet Society approves the execution of the contract by PIR.
Resolution 2010-28: Appoint an Audit Committee
RESOLVED, that Eva Frolich (as Treasurer) be appointed chair of the Audit Committee and that Bert Wijnen and Eric Burger be appointed as members of the Audit committee.
Resolution 2010-29: Appoint an Executive Committee
RESOLVED that Alejandro Pisanty, Eric Burger and Jonathan Zittrain be appointed to the Executive Committee along with Lynn St. Amour (as President & CEO), Raul Echeberria (as Chair of the ISOC Board), Eva Frolich (as Treasurer) and Scott Bradner (as Secretary).
Resolution 2010-30: Approval of the minutes of the 80th meeting of the Board of Trustees
RESOLVED that the minutes of the 80th Board meeting of the Internet Society held June 19, 2010 in Brussels are approved.
Resolution 2010-31: Approval of the minutes of the 81st meeting of the Board of Trustees
RESOLVED that the minutes of the 81st meeting of the Board of Trustees, held in Brussels on June 19-20, 2010 are approved.
Resolution 2010-32: Approval of the Call for Candidates and timetable for the PIR Board of Directors Appointments for 2011
RESOLVED that the Call for Candidates and timetable for the 2011 PIR Board of Directors Appointment is approved.
Resolution 2010-33: Approval of the minutes of the 82nd meeting of the Board of Trustees, held September 20, 2010.
RESOLVED that the minutes of the 82nd Board meeting of the Internet Society held September 20, 2010 are approved, except for Philip, who abstained because he was not on the call.
Resolution 2010-34: Approval of the 2011 Election Committee.
RESOLVED that Fred Baker and Patrick Vande Walle be appointed as members of the Election Committee chaired by Khaled Koubaa.
Resolution 2010-35: Ratification of electric vote to approve the motion on Signatory Power Registration in Geneva.
RESOLVED that the Board ratifies the electronic vote for the following motion:
RESOLVED that the ISOC Board of Trustees appoints Lynn St.Amour, President and Chief Executive Officer; Gregory M. Kapfer, Chief Financial Officer; and Jon McNerney, Chief Operating Officer as legally authorized signers with individual signatory power for documents concerning the Geneva branch of the Internet Society, within the parameters set forth in ISOC’s Delegation Policy. The Board of Trustees also recognizes that Daniel Karrenberg is no longer Chairman of the Board, and therefore request that he be removed from the list of officials registered with the Geneva Trade Register. ISOC’s Secretary, Scott Bradner, is authorized to sign a resolution to be filed with the Geneva Trade Register.
Resolution 2010-36: Welcome the Rwanda Chapter of the Internet Society
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Rwanda Chapter of the Internet Society, which was chartered and approved since the last Board meeting
Resolution 2010-37: Approval of the 2011 Nominations Committee.
RESOLVED that John Curran, Vanda Scartezini, Philip Smith, Daniel Karrenberg, Olivier Crepin-Leblond, and Hiroshi Esaki be appointed as members of the 2011 Nominations Committee chaired by Alejandro Pisanty.
Resolution 2010-38: 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 second 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 #83 on November 13-14, 2010.
Be it Further Resolved that the final contribution is dependent on significant progress toward self-sustainability.
Resolution 2010-39: Adopting an elections schedule
RESOLVED that the following elections schedule for 2011 is adopted.
Call for Nominations – November 17, 2010
Preliminary Slate Announced – March 11, 2011
Petition Period – March 11-April 11, 2011
Final Slate Announced – April 18, 2011
Election Date – May 27, 2011
Results of Election Announced – June 29, 2011
ISOC AGM – July 30, 2011
Resolution 2010-40: ISOC Board of Trustees Welcomes New Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the ISOC Costa Rica Chapter and the ISOC Sri Lanka Chapter which were chartered and approved since the last Board meeting
Resolution 2010-41: Approve the 2011 Budget as documented in the 2011-2013 Business Plan
RESOLVED, that the Board approve the 2011 Budget as documented in the 2011-2013 Business Plan
Resolution 2010-42: Approve the 2011-2013 High Level Financial plan
RESOLVED, that the Board approve the 2011-2013 High Level Financial plan as documented in 2011-2013 ISOC Business Plan and Budget submission.
Resolution 2010-43: Accepting additional 2010 funding from PIR.
RESOLVED, that the Board of Trustees directs ISOC’s President and CEO to accept additional 2010 contribution funds as made available by PIR during 2010; Be It Further RESOLVED, that such funds be used for the following purposes, including restrictions at the direction of the PIR Board of Directors:
- US$1,000,000 is to be used to fund the second contribution to W3C in 2010, as separately approved by the Board of Trustees (Resolution 10:38 and included in the 2010 forecast incorporated within the 2011-2013 Business Plan and Budget; and
- The remainder of restricted funds provided by PIR are to be used in support of the IETF as directed by future action of ISOC’s Board of Trustees.
Resolution 2009-1: Revise the board agenda
RESOLVED, that the agenda for the board meeting be revised to move more of the closed discussion to Sunday morning.
Resolution 2009-2: Approval of Minutes of the 69th Board Meeting
RESOLVED, that the minutes of the 69th Board meeting of the Internet Society held November 22-23, 2008 are approved
Resolution 2009-3: Ratifying the Electronic Votes approving the 2009 IAB appointments.
RESOLVED, that the electronic votes approving the following individuals for the IAB as per RFC 3777 are ratified:
- Marcelo Bagnulo
- Vijay Gill
- John Klensin
- Danny McPherson
- Jon Peterson
- Dave Thaler
Resolution 2009-4: Ratifying Electronic Vote approving PIR Board Nominations Call
RESOLVED, that the electronic vote approving the 2009 Call for Nominations for the PIR Board of Directors and authorizing the ISOC President to issue such a call is ratified.
Resolution 2009-5: Accept the Nominations Committee Report
RESOLVED that the Report of the 2008-2009 Nominations Committee is accepted
Resolution 2009-6: ISOC Board of Trustees Welcomes New Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC chapters which were chartered and approved since the last Board meeting:
- ISOC Chad Chapter
- ISOC India Kolkata Chapter
- ISOC Philippines Chapter
- ISOC Togo Chapter
- ISOC San Francisco Bay Area Chapter
Resolution 2009-7: Ratify motion made in closed session
RESOLVED that the motion made in closed session is ratified. The motion made in closed session was:
Resolution 2009-8: Appoint a PIR Board member
RESOLVED that the ISOC Board appoints Maarten Botterman to the PIR Board for a 2009 – 2012 term beginning with the 2009 AGM of the PIR Board.
Resolution 2009-9: Board process under IETF BCP 10
RESOLVED that the board reaffirms that the normal ISOC board appointment processes be used to confirm appointments under IETF BCP 10.
Resolution 2009-10: Approval of the minutes of the 70th meeting of the Board of Trustees, held in San Francisco, 28-29 March, 2009.
RESOLVED that the minutes of the 70th Board meeting held in San Francisco, 28-29 March, 2009 are approved.
Resolution 2009-11: Approval of ISOC’s Investment and Funds Management Policy.
RESOLVED that ISOC’s Investment and Funds Management Policy, dated 18 May, 2009 is approved.
Resolution 2009-12: Approval of the Minutes of the 71st Board Meeting
RESOLVED, that the minutes of the 71st meeting of the Internet Society held by teleconference, 18 May 2009, are approved.
Resolution 2009-13: Approval of the Minutes of the 72nd Board Meeting
RESOLVED, that the minutes of the 72nd meeting of the Internet Society held by teleconference, 29 May, 2009 are approved.
Resolution 2009-14: Accept the 2008-2009 Election Committee Report
RESOLVED, that the Report of the 2008-2009 Elections Committee is accepted.
Resolution 2009-15: Recognition of outgoing Trustees
RESOLVED, that the board extends its sincere gratitude to the outgoing board members, Patrik Faltstrom, Franck Martin, Bill St. Arnaud and YAN Bao Ping for their dedication and outstanding service to the Internet Society.
Resolution 2009-16: Thank outgoing chair
RESOLVED, that the board thanks Daniel Karrenberg for his excellent work as Chair.
Resolution 2009-17: Appoint a Chair of the Nominations Committee
RESOLVED, that Daniel Karrenberg be appointed as Chair of the Nominations Committee
Resolution 2009-18: Appoint a Chair of the Nominations Committee
RESOLVED, that Daniel Karrenberg be appointed as Chair of the Nominations Committee
Resolution 2009-19: Approving a revised Audit Committee charter.
RESOLVED, that the Audit Committee Charter (the “Charter”) be amended and restated to indicate that in its review of the audited statements of the Internet Society, the Audit Committee relies on the independent audit of Public Interest Registry and the review by the Board of Directors of Public Interest Registry, and
FURTHER RESOLVED, that the Audit Committee is responsible for the review of the Annual Disclosure Forms submitted under the Internet Society’s Conflict of Interest Policy, with a report to be made to the Board of Trustees at least annually.
Resolution 2009-20: Approve ISOC Delegation Policy
RESOLVED, that the ISOC Delegation Policy is approved.
Resolution 2009-21: Appoint an Executive Committee
RESOLVED that Daniel Karrenberg, Desiree Miloshevic and Alejandro Pisanty be appointed to the Executive Committee along with Raul Echeberria (as Chair), Lynn St. Amour (as President & CEO), Ted Hardie (as Treasurer) and Scott Bradner (as Secretary).
Resolution 2009-22: Appoint an Audit Committee
RESOLVED, that Ted Hardie (as Treasurer) be appointed chair of the Audit Committee and Bert Wijnen and Hiroshi Esak be appointed as members of the Audit committee.
Resolution 2009-23: Approval of the minutes of the 73rd (and 2009 AGM) meeting of the Board of Trustees, held in Stockholm on the 24th July 2009
RESOLVED that the minutes of the 73rd Board meeting of the Internet Society held in Stockholm on July 24th, 2009 are approved.
Resolution 2009-24: Approval of the minutes of the 74th meeting of the Board of Trustees, held in Stockholm on July 24-25th, 2009
RESOLVED that the minutes of the 74th meeting of the Board of Trustees, held in Stockholm on July 24-25th, 2009 are approved.
Resolution 2009-25: Accept the 2008 Independent Auditors Report.
RESOLVED, that the board received the report of the ISOC audit committee and to accept the 2008 Independent Auditors Report.
Resolution 2009-26: Assigning Tax Return review to the Audit Committee
RESOLVED, that the ISOC Audit Committee be responsible for reviewing the draft ISOC Tax Return with input from the Excom as regards to compensation.
Resolution 2009-27: Approval of the Call for Candidates for the PIR Board of Directors
RESOLVED, that the Call for Candidates for the PIR Board of Directors is approved
Resolution 2009-28: Approval of Minutes of the 75th Board meeting
RESOLVED that the minutes of the 75th Board meeting of the Internet Society held September 21, 2009 are approved
Resolution 2009-29: Approval of the 2010 Nomination Committee
RESOLVED that Holly Raiche, Jonathan Zittrain, Khaled Koubaa, Olga Cavalli, Philip Smith and Rob Blokzijl be appointed as members of the 2010 Nominations Committee chaired by Daniel Karrenberg.
Resolution 2009-30: Approval of the 2010 Election Committee
RESOLVED that Fred Baker and Jonne Soininen be appointed as members of the Election Committee Chaired by Patrick Vande Walle.
Resolution 2009-31: Appoint a member of the IAOC.
RESOLVED that Eric Burger be appointed to the IAOC for a term starting at the start of the first day after the first IETF meeting in 2010 and ending at the end of the last day of the first IETF meeting in 2012.
Resolution 2009-32: ISOC Board of Trustees welcomes the new Liberia Chapter of the Internet Society
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Liberia Chapter of the Internet Society, which was chartered and approved since the last Board meeting
Resolution 2009-33: 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. W3C is currently operated pursuant to two separate joint sponsorship agreements — one between the Massachusetts Institute of Technology (“M.I.T.”) and European Research Consortium for Informatics and Mathematics (“ERCIM”), and the other between M.I.T. and Keio University (“KEIO”);
WHEREAS W3C and ISOC recognize strong alignment between both organizations on a global open Internet, the Internet Ecosystem model, and our stewardship mission and responsibilities to the global Internet and end-users worldwide;
WHEREAS ISOC understands that pursuant to a 2009 report of a W3C Advisory Board task force, the W3C Advisory Board has recommended the creation of an independent W3C legal entity or lightweight Headquarters and W3C leadership intends to pursue the viability of W3C becoming an independent organization during 2010;
WHEREAS ISOC wishes to support this organizational evolution for a period of three years contingent upon progress being made towards such establishment and as reported through periodic reports;
WHEREAS ISOC will provide financial support to W3C, as outlined in ISOC’s 2010 – 2012 Business Plan and Budget, to assist W3C in establishing said independent entity or lightweight headquarters operation while also investigating means to increase collaboration with other parts of the Internet community;
WHEREAS ISOC and W3C recognize that W3C continues to be an independent organization and will make technical decisions according to its own process and that the financial support provided by ISOC will not encumber the W3C technical process;
Be It Resolved that ISOC expresses its willingness to facilitate W3C’s pursuit of an independent entity or lightweight headquarters operation in a manner to be identified in on-going discussions, and will explore and pursue further inter-organizational synergies including greater collaboration in mutually interesting activities and in communicating support for the Open Internet Ecosystem model.
Be It Further Resolved that the ISOC Board of Trustees further directs its President and CEO 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 # 76 on Dec. 4-5, 2009.
Resolution 2009-34: Approve the 2010 Budget
RESOLVED, that the Board approve 2010 Budget as documented in the 2010-2012 Business Plan
Resolution 2008-1: Approve the minutes of the 63rd board meeting
RESOLVED, that the minutes of the 63rd Board meeting of the Internet Society held December 8-9, 2007 are approved as amended.
Resolution 2008-2: Accept the report of the Audit Committee
RESOLVED, that the report of the Audit Committee is accepted.
FURTHER RESOLVED: That the Audit Committee Charter (the “Charter”) be amended and restated to delegate the responsibilities currently granted to the Director of Finance to ISOC’s Chief Financial Officer.
Resolution 2008-3: Accept the Nominations Committee Report
RESOLVED that the Report of the 2007-2008 Nominations Committee is accepted.
Resolution 2008-4: ISOC Board of Trustee Welcomes New Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC chapters which were chartered and approved since the last Board meeting:
- ISOC Mauritania
- ISOC US Philadelphia
- ISOC US Colorado
- ISOC Cote D’Ivoire
Resolution 2008-5: Appoint the ISOC designated member of the IAOC
RESOLVED, to appoint Fred Baker as the ISOC designated member of the IAOC for a two-year term effective and ending with the Spring IETF meetings in 2008 and 2010.
Resolution 2008-6: Approval of the minutes of the 64th Board meeting
RESOLVED that the minutes of the 64th Board meeting of the Internet Society held the 15th and 16th March 2008 are approved.
Resolution 2008-7: Approval of the minutes of the 19th May meeting of the Board of Trustees
RESOLVED that the minutes of the 65th meeting of the Internet Society held by teleconference 19 May 2008 are approved.
Resolution 2008-8: Accept the 2007 Audit Report
RESOLVED, that the Board approves the Audit Report by Grant Thornton dated June 27, 2008 as reviewed by the Audit Committee.
Resolution 2008-9: Accept the 2007-2008 Election Committee Report
RESOLVED, that the Report of the 2007-2008 Elections Committee is accepted.
Resolution 2008-10: Recognition of outgoing Trustees
RESOLVED that the Board thanks the outgoing Board members, Fred Baker and Glenn Ricart, for their outstanding commitment and service to the Internet Society.
Resolution 2008-11: Appoint a Secretary to the Board
RESOLVED that Scott Bradner be appointed as Secretary to the Board.
Resolution 2008-12: Appoint a Treasurer
RESOLVED, that Ted Hardie be appointed as Treasurer
Resolution 2008-13: Appoint an Audit Committee
RESOLVED, that Ted Hardy (as Treasurer) be appointed chair of the Audit Committee and Patrik Faltstrom and Raul Echeberria be appointed as members of the Audit committee.
Resolution 2008-14: Appoint an Executive Committee
RESOLVED that Franck Martin and Desiree Miloshevic be appointed to the Executive Committee along with Daniel Karrenberg as (Chair of the Board), Lynn St. Amour (as President & CEO), Ted Hardy (as Treasurer) and Scott Bradner (as Secretary).
Resolution 2008-15: Appoint a Chair of the Elections Committee
RESOLVED, that Patrick Vande Walle be appointed as Chair of the Elections Committee
Resolution 2008-16: Appoint a Chair of the Nominations Committee
RESOLVED, that Hiroshi Esaki be appointed as Chair of the Nominations Committee
Resolution 2008-17: Approval of the minutes of the 67th meeting of the Board of Trustees
RESOLVED that the minutes of the 67th Board meeting of the Internet Society held June 28th – 29th, 2008 in Paris, France are approved.
Resolution 2008-18: Approval of the “ISOC Appointment Process for the PIR Board of Directors”
RESOLVED that the ISOC Appointment Process for the PIR Board of Directors, dated 3 September, 2008 is approved.
Resolution 2008-19: Approval of Minutes of the 66th Board Meeting
RESOLVED, that the minutes of the 66th Board meeting of the Internet Society held June 28, 2008 are approved.
Resolution 2008-20: Approval of Minutes of the 68th Board Meeting
RESOLVED, that the minutes of the 68th Board meeting of the Internet Society held September 15, 2008 are approved.
Resolution 2008-21: Ratification of Prior E-Vote
RESOLVED that the e-vote to approve the 2009 Nominations Committee in which the following Nominations Committee was approved is ratified. ISOC’s 2008-2009 Nominating Committee:
- Hiroshi Esaki(chair)
- Ole Jacobsen
- Adiel Akplogan
- Michael Nelson
- Marc Blanchet
- Raúl Echeberría
- Peter Hellmonds
- Tony Hill
- Hans-Peter Dittler
Resolution 2008-22: Approval of the 2009 Election Committee
RESOLVED that Glenn Ricart and Latif Ladid be appointed as members of the Election committee as Chaired by Patrick Vande Walle
Resolution 2008-23: Approval of the use of electronic voting system for the 2009 Board elections
RESOLVED that the Chair of the Election Committee is empowered to use an electronic voting system if the staff recommends one.
Resolution 2008-24: Accepting IETF process documents
RESOLVED, that the Board of Trustees accepts the following recently published IETF process documents, and accepts the responsibilities of ISOC as described in these documents. Halpern, J., “Advice to the Trustees of the IETF Trust on Rights to be Granted in IETF Documents,” RFC 5377, November 2008 Bradner, S., “Rights Contributors provide to the IETF Trust,” BCP 0078, RFC 5378, November 2008
Resolution 2008-25: Recognizing new chapters
RESOLVED that the ISOC Board of Trustees warmly welcomes the new ISOC chapters that were chartered and approved since the last Board meeting. ISOC India, Delhi ISOC Serbia, Belgrade
Resolution 2008-26: Ratify a motion made in closed session.
RESOLVED that the motion made in closed session be approved
Resolution 2008-27: Approving the revised PIR by-laws.
RESOLVED that the ISOC Board approves the revised PIR by-laws
Resolution 2008-28: Provide additional funds to the IETF
RESOLVED, that the ISOC work with the IAOC to provide an addition $150K in 2009 to encourage participation in the IETF.
Resolution 2008-29: Approve the ISOC Budget for 2009
RESOLVED, that the Board approve the 2009 Budget as documented in the 2009 ISOC Budget book.
Resolution 2008-30: Approve the 2009-2011 ISOC High Level Financial plan
RESOLVED, that the 2009 – 2011 High Level Financial plan as documented in the 2009 ISOC Budget Book is hereby approved.
Resolution 2007-1: Approving the minutes of the 56th meeting of the ISOC Board
RESOLVED that the minutes of the 56th Board meeting of the Internet Society held November 11- 12, 2006 are approved
Resolution 2007-2: Ratifying the electronic vote appointing Fred Baker to the IAOC
RESOLVED that the electronic vote approving the appointment of Fred Baker as ISOC’s representative to the IETF’s Administrative Oversight Committee (IAOC) for the remainder of Steve Crocker’s term (March 2008) is approved.
Resolution 2007-3: Approval of the minutes of the 15th January 2007 meeting of the Board of Trustees
RESOLVED that the minutes of the 57th Board meeting of the Internet Society held January 15th, 2007 are approved.
Resolution 2007-4: Confirmation of the Electronic Vote approving the 2007 IAB Slate.
RESOLVED that the following electronic vote is approved.
RESOLVED, that the ISOC BoT confirms the following slate of candidates for the IAB as per RFC 3777 and the submission by the IETF NomCom: Barry Lieba, Loa Andersson, Kurtis Lindqvist, Danny McPherson, Dave Thaler, Lixia Zhang.
Resolution 2007-5: Thanking the IETF nominations committee.
RESOLVED that the ISOC BoT thanks the IETF nominations committee and its chair for their excellent work.
Resolution 2007-6: Confirmation of the Electronic Vote approving the Indemnification Agreement for the IETF Trust
RESOLVED that the following electronic vote is approved.
RESOLVED, that the Board approve the Indemnification Agreement for the IETF Trust and authorize the President and CEO to execute said document.
Resolution 2007-7: Confirmation of the Electronic Vote approving the Indemnification Agreement for the ISOC Board, ISOC CEO and the Officers and Management of ISOC
RESOLVED that the following electronic vote is approved.
RESOLVED, that the Board approve the Indemnification Agreements for the ISOC Board, ISOC CEO and the Officers and Management of ISOC per the following documents:
- Indemnification-ISOC Board.doc
- Indemnification-ISOC empl.doc, and
- Indemnification ISOC CEO.doc
and authorize the President and CEO to execute said documents as appropriate.
Resolution 2007-8: ISOC Board of Trustee Welcomes New Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC chapters which were chartered and approved since the last Board meeting; ISOC Burundi, ISOC Romania, ISOC Democratic Republic of Congo and ISOC Republic of Congo.
Resolutions passed in closed session:
Resolution 2007-9: ISOC Board of Trustees Approves PIR Board of Director Appointment Process
RESOLVED, that the ISOC Board of Trustees approves the selection criteria as reviewed and authorizes the president to issue a call for candidates with the intent to seat up to three Directors mid year 2007 in order to allow adequate transition time.
Resolution 2007-10:
RESOLVED that the motions passed in closed session are ratified.
Resolution 2007-11: Filling Positions on the ISOC Project Funding Committee
RESOLVED, that the CEO is able to fill the vacant positions on the Project Funding Committee.
Resolution 2007-12: Criteria for membership in the ISOC Project Funding Committee
RESOLVED, that the membership of the ISOC Project Funding Committee include suitably qualified and willing candidates from the ISOC membership with relevant experience. This may include ISOC Board of Trustee members as well as other individuals from the ISOC membership with specific expertise.
Resolution 2007-13: Adding a member to the Audit Committee
RESOLVED, that Bill St. Arnaud be added to the Audit Committee
Resolution 2007-14: Approval of the minutes of the 24th – 25th March 2007 meeting of the Board of Trustees.
RESOLVED that the minutes of the 58th meeting of the Internet Society board held 24 – 25 Mar 2007 are approved.
Resolution 2007-15: Approval of the minutes of the 21st May 2007 meeting of the Board of Trustees.
RESOLVED that the minutes of the 59th meeting of the Internet Society board held by teleconference 21 May are approved.
Resolution 2007-16: Accept the Audit Report.
RESOLVED that the 2006 Audit Report is accepted.
Resolution 2007-17: Accept the Nominations Committee report.
RESOLVED that the Report of the 2006-2007 Nominations Committee is accepted.
Resolution 2007-18: Accept the Elections Committee report.
RESOLVED that the Report of the 2006-2007 Elections Committee is accepted.
Resolution 2007-19: ISOC Board of Trustees Welcomes New Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC chapters which were chartered and approved since the last Board meeting; ISOC Nepal, ISOC United Arab Emirates, ISOC Armenia and ISOC Sierra Leone.
Resolution 2007-20: Thanking outgoing board members
RESOLVED that the board thanks the outgoing board members, Erik Huizer and Stephen Squires, for their excellent work on behalf of the Internet Society.
Resolution 2007-21: Elect a Chair of the board.
RESOLVED that Daniel Karrenberg be elected as Chair of the board.
Resolution 2007-22: Appoint a Secretary to the board.
RESOLVED that Scott Bradner be appointed as Secretary to the board.
Resolution 2007-23: Appoint a Treasurer.
RESOLVED that Glenn Ricart be appointed as Treasurer.
Resolution 2007-24:
RESOLVED that the motion passed in closed session is ratified. The motion passed in closed session was:
Resolution 2007-25: Appointment of a PIR board member
RESOLVED that Barbara Fraser is reappointed to the PIR board for a term beginning January 1, 2008 and ending on December 31, 2011.
Resolution 2007-26: Appoint an Executive Committee.
RESOLVED that Franck Martin, Fred Baker and Desiree Miloshevic be appointed to the Executive Committee along with Lynn St. Amour (as President), Glenn Ricart (as Treasurer) and Scott Bradner (as Secretary).
Resolution 2007-27: Appoint An Audit Committee.
RESOLVED that Glenn Ricart (as Treasurer) be appointed chair of the Audit Committee and Patrik Faltstrom and Ted Hardie be appointed as members of the committee.
Resolution 2007-28: Appoint a Chair of the Nominations Committee.
RESOLVED that Patrick Vande Walle be appointed as the chair of the Nominations Committee.
Resolution 2007-29: Appoint a Chair of the Elections Committee.
RESOLVED that Fred Baker be appointed as the chair of the Elections Committee.
Resolution 2007-30: Approval of the minutes of the 60th (and 2007 AGM) meeting of the Board of Trustees.
RESOLVED that the minutes of the 60th Board meeting of the Internet Society held 30 June 2007 are approved.
Resolution 2007-31: Approval of the minutes of the 61st meeting of the Board of Trustees.
RESOLVED that the minutes of the 61st Board meeting of the Internet Society held on 30 June and 1 July 2007 are approved.
Resolution 2007-32: Appointing the ISOC 2007-2008 Nominating Committee.
RESOLVED, that the Board accept the ISOC 2007-2008 Nominating Committee consist of:
- Patrick Vande Walle (LU) (chair)
- Hiroshi Esaki (JP)
- Desiree Miloshevic (UK)
- Mike Nelson (USA)
- Sebastian Ricciardi (AR)
- Adiel Akplogan (TG)
- Ian Peter (AU)
- Alan Levin (ZA)
- Miriam Sapiro (USA)
- Marc Blanchet (CA)
Resolution 2007-33: ISOC Board of Trustee Welcomes New Chapters.
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC chapters which were chartered and approved since the last Board meeting; ISOC Chennai (India), ISOC Cambodia, and ISOC Sudan.
Resolution 2007-34: Ratification of motion made in closed session.
RESOLVED that the motion passed in closed session is ratified. The motion passed in closed session was:
Resolution 2007-35: Appointment of PIR Directors.
RESOLVED that the ISOC Board of Trustees Approves the Appointment of Kuo-Wei Wu to a three-year term on the PIR board beginning January 1st, 2008 and ending on December 31, 2010.
Resolution 2007-36: Approve the minutes of the 62nd board meeting
RESOLVED that the minutes of the 62nd Board meeting of the Internet Society held October 4th, 2007 are approved.
Resolution 2007-37: Ratifying the electronic vote on election procedures
RESOLVED that the e-vote regarding Election Procedures for ISOC’s Board of Trustees is ratified.
Resolution 2007-38: Appointing members of the election committee
RESOLVED that Margaret Wasserman and Sebastien Bachollet be appointed as members of the Election committee as Chaired by Fred Baker.
Resolution 2007-39: Thanking the outgoing PIR board members
RESOLVED that the ISOC Board thanks Susan Estrada and Eva Frˆlich for their service on the Public Interest Registry (PIR) Board.
Resolution 2007-40: Establishing a bank account for the Itojun Fund
RESOLVED that the Board of Trustees authorizes the President of ISOC to establish a bank account to support the establishment of a fund in honor of Dr. Junichiro Hagino, the “Itojun Fund” to support deployment endeavors in the IPv6 area under terms to be defined by the family or the fund originators: Jun Murai, Hiroshi Osaki, Ole Jacobsen, Randy Bush and Bob Hinden.
Resolution 2007-41: Correct an error in the minutes of the 61st board meeting
RESOLVED that Resolution 2007-25: Appointment of a PIR board member in the minutes of the 61st meeting of the ISOC Board of Trustees is corrected to read “RESOLVED that Barbara Fraser is re-appointed to the PIR board for a term beginning January 1, 2008 and ending on December 31, 2010.”
Resolution 2007-42: Reaffirming Principles Governing ISOC’s Relationship with its Members
WHEREAS there have been misunderstandings about the business rules with regards to membership in ISOC and ISOC chapters,
WHEREAS ISOC desires to (re-)implement an automated membership system for the society and its members based on agreed business rules,
WHEREAS ISOC staff has held consultations with chapters to clarify this and plans to continue to consult with the membership about the implementation of the automated system,
and WHEREAS ISOC staff has produced as a summary of current policy containing clarifications,
RESOLVED, that the ISOC Board reaffirms the principles embodied in the governing its relationships with the chapters, organizations, and individual members.
Resolution 2007-43: Ratification of motion made in closed session
RESOLVED that the motion passed in closed session is ratified. The motion passed in closed session was: Resolution 2007-44: Appointment of PIR Director
RESOLVED that the ISOC Board of Trustees Approves the Appointment of Maarten Botterman to a one-year term on the PIR board beginning January 1st, 2008 and ending on December 31, 2008.
Resolution 2007-44: Adopt “Trust and Identity” as an ISOC Major Strategic Initiative.
WHEREAS the ISOC Board of Trustees desires to affirm the importance of a trustworthy Internet.
WHEREAS, it is believed that ISOC can make a significant contribution to the area of Trust and Identity.
RESOLVED, that “Trust and Identity” be identified as an ISOC Major Strategic Initiative.
Resolution 2007-45: Approve 2008 budget
RESOLVED, that the Board approve the 2008 Budget as documented in the 2008 Board Budget book.
Resolution 2007-46: Approve the 2008-2010 high level financial plan
WHEREAS the board wishes to agree on a budgetary plan for the medium term and thereby provide guidance to the staff when preparing the annual budgets,
RESOLVED that the 2008-2010 High Level Financial plan as documented in the 2008-2010 Budget Book is hereby approved.
Resolution 2007-47: Thanking the Postel Award Committee and Recognizing Nii Quaynor
RESOLVED that the board thanks the Postel Award Committee for their excellent work and recognizes Nii Quaynor as the most recent recipient of the award.
Resolution 2006-1: Approval of the minutes of the 30 October 2005 meeting of the Board of Trustees
RESOLVED that the minutes of the 30 October 2005 meeting of the Board of Trustees are approved
Resolution 2006-2: Confirmation of the Electronic Vote approving the 2006 ISOC budget.
RESOLVED that the electronic vote approving the 2006 ISOC budget be confirmed.
Resolution 2006-3: Support for the establishment of the ECC as a legal entity.
WHEREAS, the formal relationship between the Internet Society (ISOC) and the Internet Society European Chapters Coordinating Council (ISOC-ECC) is an important one to both entities; and
WHEREAS, this formal relationship is governed by a Memorandum of Understanding (MoU) between the two entities; and
WHEREAS, ISOC-ECC has, for various reasons, expressed an interest in establishing itself into a formal legal entity; and
WHEREAS, the subject of such establishment by ISOC-ECC into a formal legal entity has been acted upon by ISOC-ECC with the resulting legal entity formation papers being based upon and largely following the MoU; and
WHEREAS, such legal entity formation papers make minor modifications to the MoU; and
WHEREAS, ISOC-ECC has now requested that the Board of Trustees of ISOC approve the legal entity formation papers;
NOW THEREFORE, BE IT RESOLVED that ISOC-ECC may be established as a legal entity in accordance with the laws and regulations of the European government, at the place where ISOC-ECC chooses to establish such legal entity, in accordance with the MoU as modified as set forth in the PDF Document entitled Barcelona’s candidature to host the ISOC ECC legal entity, dated September 13th, 2005; and, further, so long as this modified MoU is not materially amended or otherwise changed thereafter to the detriment of ISOC, as determined by ISOC within its reasonable discretion; and
BE IT FURTHER RESOLVED, that the term ‘Internet Society Vice President of Chapters’ in such revised MoU be amended to read ‘Internet Society Vice President of Chapters or other designee appointed by the Internet Society President’; and
BE IT FINALLY RESOLVED, that the appointment of Nelson Sanchez as the officially appointed ISOC Ex Officio member of ISOC ECC as mentioned on page 15 of the above referenced candidature be amended, with consent of ISOC ECC, to read Director of Membership or other designee appointed by the Internet Society President.
Resolution 2006-4: Updating the ISOC procedures for selecting trustees
RESOLVED That the current ISOC procedures for selecting trustees be updated as follows:
1) change the paragraph:
Election Conduct/Promotion of Election to Organizational Members and Chapters
Candidates will be given the opportunity to submit biographical information and an election statement. The Elections Committee will put in place a process for appropriate electronic dissemination of candidate information. Active campaigning other than the aforementioned statements is discouraged.
to read:
Election Conduct/Promotion of Election to Organizational Members and Chapters
Candidates will be given the opportunity to submit biographical information and an election statement. The Elections Committee will put in place a process for appropriate electronic dissemination of candidate information and will allow updating of this candidate information by the candidate until the end of the voting period. Active campaigning other than the aforementioned statements is discouraged.
2) Change the paragraph:
TRUSTEES (ORGANIZATIONAL MEMBER)
Constituency
Any ISOC Organizational Member in good standing as of election eligibility cutoff dates may participate in the Trustee (Organizational Member) election process. The ISOC Advisory Council Charter reads:
“Each organization member may designate a Principal and an Alternate Representative to the Council with equal status and standing. However, on formal votes of the Council, a single vote for each Organization Member will be authorized.”
Prior to the election, the above-mentioned representatives will be requested to name an Election Representative, who will act as their spokesperson with respect to all election actions. In the absence of such a representative being named, the Principal representative will be deemed to be the Election Representative. If ISOC receives multiple distinct actions with respect to any specific issue (such as ballot submission), the first action will be acted on and all subsequent actions will be ignored.
The above notwithstanding, given suitable advance notice, ISOC will allow an Organization Member to replace its Election Representative.
to read:
TRUSTEES (ORGANIZATIONAL MEMBER)
Constituency
Any ISOC Organizational Member in good standing as of election eligibility cutoff dates may participate in the Trustee (Organizational Member) election process. The ISOC Advisory Council Charter reads:
“Each organization member may designate a Principal and an Alternate Representative to the Council with equal status and standing. However, on formal votes of the Council, a single vote for each Organization Member will be authorized.”
Prior to the election, the above-mentioned representatives will be requested to name an Election Representative, who will act as their spokesperson with respect to all election actions. In the absence of such a representative being named, the Principal representative will be deemed to be the Election Representative. If ISOC receives multiple distinct ballots, the last ballot received during the voting period will be acted on and all previous ballots will be ignored.
The above notwithstanding, given suitable advance notice, ISOC will allow an Organization Member to replace its Election Representative.
3) Change the paragraph:
TRUSTEES (CHAPTER)
Constituency
Any Recognized Chapter as of the election eligibility cutoff dates may participate in the Chapter election process. Prior to the election process, each Chapter will be requested to identify their Election Representative, who will act as their spokesperson with respect to all election actions. In the absence of such a spokesperson being named, the President of the Chapter (or whatever title is used to designate the normal Chapter spokesperson) will be deemed to be the Election Representative. If ISOC receives multiple distinct actions with respect to any specific issue (such as ballot submission), the first action will be acted on and all subsequent actions will be ignored.
The above notwithstanding, given suitable advance notice, ISOC will allow a Chapter to replace its Election Representative.
to read:
TRUSTEES (CHAPTER)
Constituency
Any Recognized Chapter as of the election eligibility cutoff dates may participate in the Chapter election process. Prior to the election process, each Chapter will be requested to identify their Election Representative, who will act as their spokesperson with respect to all election actions. In the absence of such a spokesperson being named, the President of the Chapter (or whatever title is used to designate the normal Chapter spokesperson) will be deemed to be the Election Representative. If ISOC receives multiple distinct ballots , the last ballot received during the voting period will be acted on and all previous ballots will be ignored.
The above notwithstanding, given suitable advance notice, ISOC will allow a Chapter to replace its Election Representative.
Resolution 2006-5: Continue ISOC Chapter/Member Project
Funding Program RESOLVED that the ISOC Chapter/Member Project Funding Program be continued through 2006 in accordance with the provisions of such Program as previously approved by this Board, as amended in this Board action of April 10, 2006, and that such Program have at its disposal, under its terms, up to US$200,000.00 to pay out, in total, in 2006 awards.
Resolution 2006-6: Approving membership in the ISOC Project Funding Committee
RESOLVED that the following members of the ISOC Board of Trustees shall serve as members of the ISOC Project Funding Committee until such time as otherwise determined by the Board of Trustees:
- Patrick Vande Walle; and
- Rosa M. Delgado; and
- Margaret Wasserman
Resolution 2006-7: Staff support for the ISOC Chapter/Member Project Funding Program
RESOLVED that the staff portion of the composition of the ISOC Project Funding Committee shall be up to three positions as determined by the CEO of ISOC from time to time, and that the ISOC website be changed to so indicate; and
Resolution 2006-8: Establishing priorities for the ISOC Chapter/Member Project Funding Program
RESOLVED that the Strategic Priorities by which such Committee evaluates Project Funding Applications be amended in 2006 to provide as follows:
“In the year 2006 the Board has set the following as areas of strategic priorities for the Committee to use in evaluating project proposals:
- Maintenance and evolution of effective administrative processes necessary for operation of the global Internet and this, in particular, specifically includes projects supporting capacity building and education focused activities, especially those capable of transferability, i.e. they could easily be adopted by other Chapters/stakeholders as, for example, a best practices template.; and
- Education and research related to the Internet and internetworking.”
Resolution 2006-9: Approve the minutes of the 10-11 February 2006 and 10 April 2006 board meetings.
RESOLVED that the minutes of the 10-11 February 2006 and 10 April 2006 board meetings are approved.
Agenda Minutes Document Document
Resolution 2006-10: Approve the minutes of the 24 April 2006 board meeting.
RESOLVED that the minutes of the 24 April 2006 board meeting are approved.
Resolution 2006-11: Accept the Audit Report.
RESOLVED that the 2005 Audit Report is accepted.
Resolution 2006-12: Accept the Nominations Committee report.
RESOLVED that the Report of the 2005-2006 Nominations Committee is accepted.
Resolution 2006-13: Accept the Elections Committee report.
RESOLVED that the Report of the 2005-2006 Elections Committee is accepted.
Resolution 2006-14: Thanking outgoing board members
RESOLVED that the board thanks the outgoing board members for their excellent work on behalf of the Internet Society.
Resolution 2006-15: Appoint a secretary to the board.
RESOLVED that Scott Bradner be appointed as Secretary to the board.
Resolution 2006-16: Appoint a Treasurer.
RESOLVED that Glenn Ricart be appointed as Treasurer.
Resolution 2006-17: Appoint an Executive Committee.
RESOLVED that Daniel Karrenberg, Fred Baker, Franck Martin, Desiree Miloshevic be appointed to the Executive Committee along with Lynn St. Amour (as President), Glenn Ricart (as Treasurer) and Scott Bradner (as Secretary).
Resolution 2006-18: Appoint an Audit Committee.
RESOLVED that Glenn Ricart (as Treasurer) be appointed chair of the Audit Committee and Fred Baker and Daniel Karrenberg be appointed as members of the committee.
Resolution 2006-19: Appoint an Ad-Hoc ISOC-PIR Committee.
RESOLVED that Glenn Ricart be appointed chair of the Ad-Hoc ISOC-PIR Committee and Erik Huizer, Franck Martin and Lynn St. Amour as members of the committee.
Resolution 2006-20: Appoint the ISOC member of the IAOC.
RESOLVED to appoint Steve Crocker as ISOC representative to the IAOC for a two-year term.
Resolution 2006-21: Appoint a Chair of the Nominations Committee.
RESOLVED to appoint Patrick Vande Walle as the chair of the Nominations Committee.
Resolution 2006-22: Appoint a Chair of the Elections Committee.
RESOLVED to appoint Fred Baker as the chair of the Elections Committee.
Resolution 2006-23: Create an Ad-Hoc committee on Outsourcing
NOW THEREFORE, BE IT RESOLVED that an ad-hoc committee including the president be formed to support the president in identifying suitable operational tasks and evaluate the operational results; and BE IT FURTHER RESOLVED, that the committee will report back to the board about progress; and BE IT FURTHER RESOLVED, that the committee will at the appropriate time, but no later than 12 months from now, formulate conclusions and recommend any association policies regarding outsourcing; BE IT FINALLY RESOLVED, that the initial members of this ad-hoc committee be Lynn St. Amour, Daniel Karrenberg, Veni Markowski and Patrick Vande Walle.
Resolution 2006-24: Appointment of PIR board member
RESOLVED that Pindar Wong is appointed to the PIR board for a term ending on December 31, 2008.
Resolution 2006-25: Ratification of the PIR/ICANN agreement
RESOLVED that the Board ratifies the PIR / ICANN agreement in substantially the same form as presented.
Resolution 2006-26: Ratify electronic vote for the chair of the ISOC nomcom.
RESOLVED that the electronic vote that appointed Bill St. Arnaud as chair of the ISOC Nominations Committee is ratified.
Resolution 2006-27: Ratify electronic vote for the ISOC representative to the IETF nomcom.
RESOLVED that the electronic vote that appointed Fred Baker as the ISOC representative to the IETF Nominations Committee is ratified.
Resolution 2006-28: Approval of the minutes of past meetings.
RESOLVED, that the minutes of the 55th meeting of the ISOC Board be approved as written.
Resolution 2006-29: Approve 2007-2009 budgetary plan
WHEREAS the board wishes to agree on a budgetary plan for the medium term and thereby provide guidance to the CEO when preparing the annual budgets
RESOLVED, that the 2007-2009 budgetary plan will be as documented by the 2007-2009 budget book.
Resolution 2006-30: Approving the 2007 budget
RESOLVED, that the Board approve the 2007 Budget as presented by President and CEO Lynn St. Amour and as documented in the 2007 – 2009 Budget Book.
Resolution 2006-31: Selecting a PIR board member to fill Glenn Ricart’s seat
RESOLVED that Glenn Ricart is reappointed to the PIR board for another term.
Resolution 2006-32: Adopting a process for filling Pindar Wong’s seat on the PIR board
RESOLVED that the ISOC board appoint a person to fill out the remainder of Pindar Wong’s term on the PIR board with the effective date to be determined by the Chair of the ISOC board.
Resolution 2006-33: Adopting a process for filling Pindar Wong’s seat on the PIR board
RESOLVED that the ISOC board appoint a person to fill out the remainder of Pindar Wong’s term on the PIR board with the effective date to be determined by the Chair of the ISOC board.
Resolution 2006-34: Selecting a PIR board member to fill Pindar Wong’s seat.
RESOLVED that the ISOC board appoint Erik Huizer to fill the remainder of Pindar Wong’s term on the ISOC board with the effective date to be determined by the Chair of the ISOC board.
Resolution 2006-35: Appointing the ISOC 2006-2007 Nominating Committee
RESOLVED, that the Board accept the ISOC 2006-2007 Nominating Committee consist of Bill St. Arnaud (chair), Ole Jacobsen, Jonne Soininen, Mike Nelson, Kilnam Chon, Daniel Stern, Wladyslaw Majewski, Alex Gakuru and Kimberly Claffy as proposed by Nomcom Chair Bill St. Arnaud.
Resolution 2006-36: Accepting the IETF process documents
RESOLVED, that the Board of Trustees accepts or confirms its acceptance of the IETF process documents current at this time, and accepts the responsibilities of ISOC as described in these documents. The IETF process documents consist of the following:
Bradner, S., “The Internet Standards Process – Revision 3”, BCP 9, RFC 2026, October 1996.
Bradner, S., “IETF Working Group Guidelines and Procedures”, BCP 25, RFC 2418, September 1998.
Internet Architecture Board and B. Carpenter, “Charter of the Internet Architecture Board (IAB)”, BCP 39, RFC 2850, May 2000.
Harris, S., “IETF Discussion List Charter”, BCP 45, RFC 3005, November 2000.
Harris, S., “IETF Guidelines for Conduct”, BCP 54, RFC 3184, October 2001.
Daigle, L. and Internet Architecture Board, “IETF ISOC Board of Trustee Appointment Procedures”, BCP 77, RFC 3677, December 2003.
Rose, M., “A Practice for Revoking Posting Rights to IETF mailing lists”, BCP 83, RFC 3683, February 2004.
Galvin, J., “IAB and IESG Selection, Confirmation, and Recall Process: Operation of the Nominating and Recall Committees”, BCP 10, RFC 3777, June 2004.
Klensin, J. and S. Dawkins, “A Model for IETF Process Experiments”, BCP 93, RFC 3933, November 2004.
Wasserman, M., “Updates to RFC 2418 Regarding the Management of IETF Mailing Lists”, BCP 94, RFC 3934, October 2004.
Bush, R. and T. Narten, “Clarifying when Standards Track Documents may Refer Normatively to Documents at a Lower Level”, BCP 97, RFC 3967, December 2004.
Bradner, S., “IETF Rights in Contributions”, BCP 78, RFC 3978, March 2005.
Bradner, S., “Intellectual Property Rights in IETF Technology”, BCP 79, RFC 3979, March 2005.
Austein, R. and B. Wijnen, “Structure of the IETF Administrative Support Activity (IASA)”, BCP 101, RFC 4071, April 2005.
Huston, G. and B. Wijnen, “The IETF Administrative Oversight Committee (IAOC) Member Selection Guidelines and Process”, BCP 113, RFC 4333, December 2005.
Carpenter, B. and L. Lynch, “BCP 101 Update for IPR Trust”, BCP 101, RFC 4371, January 2006.
S. Bradner, Ed., “RFC 3978 Update to Recognize the IETF Trust”, BCP 78, RFC 4748, October 2006.
Resolution 2006-37: Recognition of Michael R. Nelson
RESOLUTION: RESOLVED, that the ISOC President and CEO and the Board of Trustees thank Michael R. Nelson for all his efforts and support as ISOC’s VP of Public Policy.
Resolution 2006-38: Recognition of David McAuley
RESOLUTION: RESOLVED, that the ISOC President and CEO and the Board of Trustees thank David McAuley for all his efforts and support as ISOC’s Director of Membership and Chapters.
Resolution 2005-1: Excusing Pindar from the ISOC BoT NomComm
RESOLVED that Pindar be excused from the ISOC BoT NomComm.
Resolution 2005-2: Approval of the minutes of past meetings.
RESOLVED that the minutes of the 38th and 44th meetings of the ISOC Board be approved.
Agenda Minutes Document Document
Resolution 2005-3: Confirmation of electronic votes.
RESOLVED that the electronic votes to approve BCP-07, to reconfirm Board resolution 96-12, to approve the 2005 IAB slate and to adopt the chapter funding proposal be confirmed.
Resolution 2005-4: Filling out the Project Funding Committee
RESOLVED that Veni Markovski be added to the Project Funding Committee.
Resolution 2005-5: Staffing the Ad Hoc ISOC-IASA committee.
RESOLVED that the membership of the Ad Hoc ISOC-IASA committee be Steve Crocker (chair), Fred Baker, Scott Bradner, Stephen Squires, Margaret Wasserman, and Lynn St. Amour.
Resolution 2005-6: Staffing the Ad Hoc ISOC-PIR committee
RESOLVED that the membership of the Ad Hoc ISOC-PIR committee be Glenn Ricart (Chair), Fred Baker, Steve Crocker, Margaret Wasserman, Rosa Delgado, Pindar, Wong and Lynn St. Amour.
Resolution 2005-7: Approval of the minutes of past meetings.
RESOLVED that the minutes of the 45th, 46th and 47th meetings of the ISOC Board be approved as written.
Agenda Minutes Document Document Document
Resolution 2005-8: The role of the ISOC nominations committee
RESOLVED that the nomcom chair form a subcommittee to develop a recommendation for board consideration about the role and operation of future ISOC nomcoms.
Resolution 2005-9: ISOC’s 2004 Audit Report
RESOLVED that the Board accepts and affirms the Audit Committee Report regarding the audit of ISOC’s calendar year 2004 financial statements and commends Lynn DuVal for her excellent accounting.
Resolution 2005-10: Thanking the Nominations and Elections committees
RESOLVED that the Board thanks Margaret Wasserman and George Sadowsky and their respective Nominations and Elections committees for their excellent work. Glenn seconded the motion.
Resolution 2005-11: Election of Chair.
RESOLVED that Fred Baker be elected as Chair of the ISOC Board.
Resolution 2005-12: Ad Hoc board committees
RESOLVED that the Ad Hoc PIR and ISOC IASA board committees be continued.
Resolution 2005-13: Officers and other positions
RESOLVED that Scott Bradner be appointed Secretary, Glenn Ricart be appointed Treasurer and Audit Committee Chair, Desiree Miloshevic be appointed Nominations Committee Chair, Veni Markovski be appointed as Elections Committee Chair, Steve Crocker be appointed the Chair of the Ad Hoc IASA committee and Glenn Ricart be appointed the Chair of the Ad Hoc PIR committee.
Resolution 2005-14: Executive Committee
RESOLVED that the ISOC Executive Committee consist of Fred Baker,Steve Crocker, Glenn Ricart, Patrick Vande Walle and Daniel Karrenberg, with ex-officio members Lynn St Amour (as president), Glenn Ricart (as Treasurer) and Scott Bradner (as Secretary).
Resolution 2005-15: Adopting the ISOC Strategic Operating Plan
RESOLVED that the ISOC Board adopts Strategic Operating Plan version 3.3 as the prime strategic directive from the board of Trustees to Lynn St Amour CEO and to be the blueprint of an ISOC operating plan.
Resolution 2005-16: Authorizing the signing of an IETF Trust
WHEREAS the IETF Trust (“Trust”) is to be created to acquire, hold, manage, maintain, protect and license the intellectual property rights (“IPR”) of the IETF for the benefit of the IETF Community WHEREAS the Settlors of the Trust are the Corporation for National Research Initiatives (“CNRI”) and the Internet Society (“ISOC”) WHEREAS the Settlors are to contribute all rights, title and interest in all IETF IPR held by them to the Trust WHEREAS the Trustees of the Trust are to be the members of the IETF Administrative Oversight Committee (“IAOC”) including the IETF Administrative Director (“IAD”)
Be It Resolved that simultaneously with the execution of appropriate documents that create the Trust by the Settlors ISOC contributes all of its IETF IPR then currently held
Be It Resolved that any and all IETF IPR that comes into the possession of ISOC subsequent to the creation of the Trust shall become the property of the Trust
Be It Further Resolved that the President of ISOC is hereby authorized to execute such documents as necessary to effect the foregoing, including creation of the IETF Trust, the contribution of all IETF IPR held by ISOC at the time of Trust creation and thereafter, 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.
Resolution 2005-17: Expressing thanks to and support of the IASA
RESOLVED that the ISOC board thanks the IAOC for their efforts to resolve this issue and to express the ongoing support of the ISOC.
Resolution 2005-18: Supporting the ECC
RESOLVED that the ISOC reinforces its previous resolutions to endorse and support the ISOC-ECC and encourages it to proceed with all due speed in creating a legal entity. As agreed in the 2003 MOU, ISOC has chartered ISOC-ECC to be a part of ISOC, supporting ISOC’s mission, principles, and goals, and coordinating with ISOC on international initiatives. ISOC looks forward to reviewing and approving the legal documents required to set up and operate ISOC ECC just as it does with all chapters and coordinating councils.
Resolution 2005-19: Approval of the minutes of the May 15-16 meeting of the Board of Trustees
RESOLVED that the minutes of May 15-16, 2004 meeting of the Board of Trustees are approved
Resolution 2005-20: Approval of the minutes of the August 5, 2005 meeting of the Board of Trustees
RESOLVED that the minutes of the August 5, 2005 meeting of the Board of Trustees are approved.
Resolution 2005-21: Approval of the minutes of the August 5-6, 2005 meeting of the Board of Trustees
RESOLVED that the minutes of the August 5-6, 2005 meeting of the Board of Trustees are approved as amended.
Resolution 2005-22: Confirmation of Electronic Votes
RESOLVED that the electronic votes defining the memberships of the Ad-hoc ISOC PIR, Ad-hoc ISOC IASA and Nominations committees are confirmed.
Resolution 2005-23: Approval of revised policy for the delegation of financial authority
WHEREAS, the operations of the Internet Society are characterized by a growing number of programs, contracts, and other approved areas of assistance, involvement and financial support and outlays; and
WHEREAS, the Board of Trustees and the executive management of the Internet Society desire that there be in effect a consistent, clear, and prudent policy regarding the authorization required to enter into certain agreements or financial transactions or to execute any instrument or take any other action to obligate the Internet Society to make any payments of money or of other value; now, therefore
BE IT RESOLVED, that the attached INTERNET SOCIETY POLICY FOR DELEGATION OF FINANCIAL AUTHORITY OF OCTOBER 19, 2005, is hereby adopted by this Board of Trustees and shall be given effect in accordance with its terms until such time as it shall be superseded or withdrawn by the Board of Trustees of the Internet Society.
Resolution 2005-24: Thanking Jim Galvin
RESOLVED that the ISOC Board of Trustees thanks Jim Galvin for all his efforts and extremely selfless support as ISOC VP for Individual Members and Chapters.
Resolution 2005-25: Accept Charter for the ISOC Advisory Council
RESOLVED that the ISOC Board of Directors accepts the proposed charter for the ISOC Advisory Council as proposed.
Resolution 2004-1: Approve meeting minutes #36 and #37
RESOLVED that ISOC board approves the minutes of the November and December 2003 board meetings as published.
Agenda Minutes Document Document
Resolution 2004-2: Confirm electronic vote to approve IAB slate
RESOLVED that the electronic vote to approve IAB slate is confirmed.
Resolution 2004-3: Thank Lynn St. Amour and Lynn DuVal
RESOLVED that the ISOC board thanks Lynn St. Amour and Lynn DuVal for their excellent work relating to the improved ISOC financial health.
Resolution 2004-4: Approve Financial Report
RESOLVED that the ISOC board approves the 2003 Financial Report.
Resolution 2004-5: Accept NomCom Report
RESOLVED that the ISOC board accept the report of the nominations committee.
Resolution 2004-6: Accept Elections Committee Report
RESOLVED that the ISOC board accept the report of the elections committee.
Resolution 2004-7:
RESOLVED that Glenn Ricart be appointed to the PIR board.
Resolution 2004-8:
RESOLVED that the term of Glenn Ricart’s appointment be for the remainder of David Maher’s term.
Resolution 2004-9:
RESOLVED that Stephen Squires be appointed to fill out Larry Landweber’s term on the ISOC board.
Resolution 2004-10: Recognition of revenue from individual members.
RESOLVED that the ISOC recognize revenue from individual members when received until the amount becomes material.
Resolution 2004-11: Establishing a board committee to finalize the budget
RESOLVED that a board committee consisting of Glenn (chair of committee), Margaret, Fred, Lynn and Veni be established to finalize the budget and report back to the board.
Resolution 2004-12: Election Committee
RESOLVED that the ISOC establish an Elections Committee consisting of George Sadowsky (chair) and Nick Trio, Rosa Delgado and Ole Jacobsen.
Resolution 2004-13: Thanking George Sadowsky
RESOLVED that the ISOC board thank George Sadowsky for talking on the effort of Chair of the Election Committee.
Resolution 2004-14: Setting the qualifying date for the paid member board position.
RESOLVED that the date for determining if enough individual paying members have joined the ISOC to meet the qualifying threshold for electing a board member be November 14th.
Resolution 2004-15: ISOC representative to the IETF IASA Transition Team
RESOLVED that Steve Crocker be selected as the ISOC’s selection for the IETF IASA Transition Team.
Resolution 2004-16: Number of Board Meetings
RESOLVED that there shall be six ISOC board meetings per year, about half of them be face-to-face and the rest be telephonic.
Resolution 2004-17: Selecting PIR board members
RESOLVED that the ISOC select Eva Frolich, Susan Estrada, Barbara Fraser for the PIR board.
Resolution 2004-18: Establishing an Ad-Hoc ISOC IASA Committee
RESOLVED that the ISOC Board establish an ISOC IASA Committee using the charter proposed by Margaret.
Resolution 2004-19: Establishing an Ad-Hoc PIR Committee
RESOLVED that the ISOC Board establish an Ad-Hoc PIR Committee using the charter proposed by Steve Crocker.
Resolution 2004-20: Adopting an ISOC budget for 2005
RESOLVED that ISOC adopts its 2005 Budget as presented by CEO Lynn St. Amour (documented in her PowerPoint presentation made to the Board 12 13 November 2004) and as amended by the Budget Committee (documented in the ISOC Budget Notes dated 13 December 2004).
Resolution 2003-1: Amendments of PIR articles of incorporation and By-laws
RESOLVED that the amendments to the Public Interest Registry’s (PIR) Articles of Incorporation (attached) and By-laws (attached) be accepted to support a 501(c)(3) designation.
Resolution 2003-2: Approval of the Code of Conduct
RESOLVED that the Board of Trustees approves the attached Code of Conduct for Individual Members, and requests that it be drawn to the attention of all present and future Individual Members.
Resolution 2003-3: Confirmation of the nomination of new IAB members
RESOLVED that the Board of Trustees confirm the slate of nominated IAB members: Rob Austein, Sally Floyd, Geoff Huston, Patrik Faltstrom, Mark Handley, Bernard Aboba, and Jun-ichiro Itojun Hagino.
Resolution 2003-4: Expression of gratitude to Qualys and SIDA
RESOLVED that the Board records its gratitude to both Qualys and SIDA for their recent decisions to make substantial donations to ISOC.
Resolution 2003-5: In favor of organizing INET 2004 in Barcelona
RESOLVED that the Board is generally in favor of an INET 2004 conference, but wants the executive committee to come back with a precise recommendation (for or against) after working with Veni within two weeks.
Resolution 2003-6: Approving appointment of Vice President for Conferences
RESOLVED that the ISOC board approves Christian de Larrinaga as ISOC Vice President for Conferences.
Resolution 2003-7: Approving the Revised PIR Bylaws
RESOLVED that the ISOC board approves the revised PIR bylaws.
Resolution 2003-8: Supporting a Professional Membership Class
RESOLVED that the board supports the notion of a new professional membership class and that the board asks the CEO to coordinate an effort that takes the report from the membership committee into account to develop, by October 15, a value proposition and a business plan for the new class for presentation to the board
Resolution 2003-9: Asking for Support Systems for fee-based Membership Classes
RESOLVED the board requests that the ISOC staff to put systems in place to support a paying class of members.
Resolution 2003-10: Thanking David Maher and Ed Viltz
RESOLVED the board thanks David Maher and Ed Viltz for the strong relationship between PIR and the ISOC.
Resolution 2003-11: Accepting the ECC MoU
RESOLVED the ISOC board formally accepts the ECC MoU and thus, officially recognizes the ECC as a regional council of the Internet Society
Resolution 2003-12: Planning for INET 2004
RESOLVED the ISOC board supports the ISOC President in working to finalize arrangements for INET 2004 in Barcelona
Resolution 2003-13: Approving PIR board
RESOLVED that the ISOC board approves the following list of nominees for the PIR board.
- For 3-year terms: David Maher and Marc Rotenberg.
- For 2-year terms: Geoff Houston and Amadeu Abril i Abril.
- For 1-year terms: Frode Greisen, Eva Frolich, and Kenny Huang.
Resolution 2003-14: Thanking the current PIR board
RESOLVED that the ISOC board thanks the founding PIR board for their excellent work in guiding PIR during the initial phase of its operation.
Resolution 2003-15:
RESOLVED: That the board accepts the documents produced by the IETF IPR Working Group “Intellectual Property Rights in IETF Technology” and “IETF Rights in Contributions” and accept the responsibilities of the ISOC as described in these documents.
Resolution 2003-16:
RESOLVED: That the ISOC 2003-2004 Elections Committee be comprised of Fred Baker, Scott Bradner, Ole Jacobson, Glenn Ricart (chair) and Margaret Wasserman.
Resolution 2003-17:
RESOLVED: That the ISOC 2003-2004 Nominations Committee be comprised of Lamia Chaffai, Marie-Anne Delahaut, Osten Franberg, Nancy Hafkin, George Sadowsky (Chair), Pindar Wong and Raul Zambrano.
Resolution 2003-18:
RESOLVED: That the individual membership election be deferred for another year.
Resolution 2003-19:
RESOLVED: The Board of the Internet Society thanks Randy Bush and Zita Wetizel for their many years of support for the ISOC, most recently as Vice Presidents for Education.
Resolution 2003-20: Approving the 2004 ISOC budget
RESOLVED that the ISOC board approves the proposed budget for 2004.
Resolution 2002-1: Congratulating Tomaz Kalin, George Sadowsky, and Mike Todd
RESOLVED that The Board expresses its appreciation for their service as Vice Presidents to Tomaz Kalin (Chapters), George Sadowsky (Education), and Mike Todd (Individual Membership).
Resolution 2002-2: Resolution 02-2 Adopting the draft governance procedures
RESOLVED that the revised draft governance procedures circulated to the Board by Alan Greenberg on 16 February 2002 be adopted as the basis for this year’s Trustee elections and appointments, subject to revision and ratification in the June 2002 Board meeting.
Resolution 2002-3: Defining membership of the Elections Committee
RESOLVED that Don Heath and George Sadowsky be approved as members of the 2002 elections committee.
Resolution 2002-4: Confirmation of nominations of IAB members
RESOLVED, that the Board of Trustees confirms the appointment of the following individuals to serve on the IAB, as advised by the IETF Nominations Committee: Leslie Daigle, Ted Hardie, Charlie Kaufman, James Kempf, Mike St. Johns, Eric Rescorla
Resolution 2002-5: Nomination of Jim Galvin as VP for chapters and IM
RESOLVED, that the Board of Trustees ratifies the appointment of Jim Galvin to the position of VP – Chapters and Individual Membership.
Resolution 2002-6: Procedures for the IAB/IETF selection of Trustees for the Board
RESOLVED, that the Board of Trustees ratifies the following procedures for the IAB/IETF selection of Trustees for the Board (the dates in parenthesis are those for the 2002 process):
- There will be an open call to the IETF community mailing list requesting nominations (March 12-April 1);
- The IAB will select Trustee(s) from the pool of nominees (no later than May 13);
- The IESG will confirm the selection(s) (no later than May 20);
- ISOC will be notified of the selection(s) (no later than May 28).
Resolution 2002-7: Clarification of individual membership issues
RESOLVED, that in addition to Global membership offered free of charge, the Internet Society will continue to offer individual memberships in the $75-$500 range. Annual reminders will be sent to these members asking them to continue their support at their existing or higher level. However, since no additional services are attached to these higher levels, the payments are treated as donations and not dues payments.
Resolution 2002-8: Nomination of Philippe Courtot to the Board of Trustees
RESOLVED, that the ISOC Board of Trustees appoints Philippe Courtot as a Trustee for a nominal term of one year, commencing at the adjournment of the next regularly scheduled Board meeting following the completion of the 2002 Election process and ending at the adjournment of the equivalent meeting in 2003.
Resolution 2002-9: Dismissal of accusation against George Sadowsky.
RESOLVED, that the charges expressed at the December 2001 Board meeting regarding possible conflict of interest or abrogation of fiduciary responsibility with respect to ISOC on the part of George Sadowsky are without merit.
Resolution 2002-10: Approving Adjustments to the Elections Procedures
RESOLVED that the Board of Trustees approved the adjustments to the 2002 elections procedures extending the nomination period by 5 days and the petition period by 2 days, delaying the of final slate release by 1 day, assigning a weight of 1 to start-up members, and using a random draw in case of a tie.
Resolution 2002-11: Congratulating the nomination committee and its chair
RESOLVED that The Board expresses its appreciation for their service to the members of the nomination committee, Vint Cerf, Leslie Daigle, Jose Luis Pardos, Wawa Ngenge, Amy Weisenberg and Ron Weissman; and to its chair, Christine Maxwell.
Resolution 2002-12: Congratulating the election committee and its chair
RESOLVED that The Board expresses its appreciation for their service to the members of the election committee, Don Heath and George Sadowsky, and to its chair, Alan Greenberg.
Resolution 2002-13: Congratulating Mike Conn:
RESOLVED that the Board expresses its appreciation to Mike Conn for his services as Treasurer.
Resolution 2002-14: Congratulating Mike Conn
RESOLVED that the Board expresses its appreciation to Mike Conn for his services as Treasurer.
Resolution 2002-15: Additional resource for the .ORG bid.
RESOLVED, that the Board reaffirms its commitment to the bid to manage the .ORG domain, and encourage the president to get additional resource to support this bid.
Resolution 2002-16: Thanking the organizers of INET 2002
RESOLVED, that the Board of Trustees records its gratitude to those who made the INET2002 Conference a success in unusually difficult circumstances, namely Richard Perlman, Mike Nelson, Alejandro Pisanty, Hans Klein, and Francois Fluckiger, with special thanks to Riina Reinumagi for her exceptional work in not only managing all the speakers and presentations, but also for helping create an online conference program management system that now belongs to ISOC; and notes its gratitude for the hard work of the Foretec conference staff which made this conference possible.
Resolution 2002-17: Election Revision Committee
RESOLVED, that an Election Revision Committee be approved composed of Alan Greenberg (chair), Brian Carpenter, Barbara Fraser, and Richard Perlman, with Erik Huizer and George Sadowsky as non-voting members. The committee will report back to the Board in a timely manner to ensure that new procedures are approved prior to or at the November 2002 Board of Trustees meeting. Furthermore, to the extent possible, issues relating to the Nominations Committee will be discussed early with the intent of securing Board approval in principle as soon as possible and with due haste.
Resolution 2002-18: No direct election of Trustees by Individual Members in 2003
RESOLVED, that there will be no direct election of Trustees by Individual Members in 2003. However, the Board wishes to retain the direct election of some Trustees by Individual Members, and will investigate alternative approaches with the goal of reinstating such a process in 2004.
Resolution 2002-19: Revision of Trustees Selection procedure
RESOLVED, that the Board accept the recommendations of the Election Revision Committee for the revision of the ISOC “Procedures for Selecting Trustees”.
Resolution 2002-20: Establishment and Conduct of Chapters
Resolve to adopt the “Policy on the Establishment and Conduct of Chapters of the Internet Society” proposed in the November 2002 report of the VP of Chapters.
Resolution 2002-21: Specifying eligibility for election participation
Resolved that the procedure document be amended, so that only members and chapters in good standing by December 31 will be eligible for participation in the next year election; the list of these members should be finalized and passed to the election committee no later than January 31 of the election year.
Resolution 2002-22: election procedures
Resolve to adopt the procedures proposed to the list on 11/9/2002 by the election committee, as amended by resolution 02-21.
Resolution 2002-23: Mike Nelson as VP of public policy
RESOLVED, that the Board of Trustees approves the appointment of Mike Nelson as VP of public policy.
Resolution 2002-24: ISOC 2003 NomComm
RESOLVED, that the Board of Trustees approves the NomComm slate as submitted by Kees Neggers:
- Kees Neggers (Chair)
- Michael Nelson
- Fred Baker
- Geoff Huston
- Toru Takahashi
- Östen Frånberg
- Carlos Braga
Resolution 2002-25: ISOC 2003 budget
RESOLVED, that the Board of Trustees approves the 2003 budget proposal with PIR assumptions included, with total revenues of $2,071,714, expenses of $1,873,806, and planned surplus of $197,908.
Resolution 2001-1: Confirmation of IAB Candidates
RESOLVED, that the Board of Trustees confirms the appointment of the following individuals to serve on the IAB, as advised by the IETF Nominations Committee:
- Ran Atkinson
- Rob Austein
- Fred Baker
- Steve Deering
- Sally Floyd
- Geoff Huston
Resolution 2001-2: Amendment to 2001 Trustees Election Timetable
RESOLVED, that the Board of Trustees amends the election schedule for the 2001 Trustees Elections, defined in Resolution 2000-18, as follows:
20 February, 2001 Ballots posted to members, 2001 Election Period Commences.
Resolution 2001-3: Appointment of Latif Ladid to the Board of Trustees
RESOLVED, that the Board of Trustees notes the resignation of Trustee-elect O.O. Oruye, and the election of Kees Neggers, George Sadowsky, Don Heath and Alan Greenberg. To fill the casual vacancy created by the resignation of Mr Oruye, the Board appoints Latif Ladid as a Trustee for one year from June 2001.
Resolution 2001-4: Thanks to Nomination and Election Committee Chairs
RESOLVED, that the Board of Trustees extends it thanks to Trustee Marty Burack for chairing the Nominations Committee and Trustee Christian Huitema for chairing the Elections Committee for their efforts in the 2001 Trustee elections.
Resolution 2001-5: Rescinding of Resolution 1999-07
RESOLVED, that the Board of Trustees rescinds Resolution 1999-07.
Resolution 2001-6: Individual Membership Fee Level
RESOLVED, that ISOC is to organize the individual membership fee that the fees collected covers the entire cost of support of individual members and chapters.”
Resolution 2001-7: Appreciation of Vint Cerf and Geoff Huston
RESOLVED, that the Board expresses its appreciation to Vint Cerf and Geoff Huston for their service to the Board.
Resolution 2001-8: Platinum Program
RESOLVED, that the Board alter Resolution 2000-20 to the effect that the Board approves the establishment of a Platinum program category, which allows the due accreditation of the participating organization in supporting ISOC, for an annual membership fee of USD 100,000 designated in support of specific activities.
Resolution 2001-9: ISOC 2002 NomComm
RESOLVED, that the Board of Trustees approves the NomComm slate as submitted by Christine Maxwell.
Christine Maxwell (Chair) Vint Cerf Leslie Daigle Jose Luis Pardos Wawa Ngenge Amy Weisenberg Ron Weissman
Resolution 2001-10: Revised Election procedures:
RESOLVED, that the Board adopts the Procedures for Nomination and Election of Trustees, and the revision to the ISOC Privacy Statement distributed in document “Election Procedures-Voting Draft”.
Resolution 2001-11: Approval of VP slate
RESOLVED, that the Board of Trustees ratifies the appointment of the following Vice-Presidents:
VP Standards – Scott Bradner VP Public Policy – David Maher VP Education – Randy Bush VP Publications – Nick Trio VP Organization Membership – Tony Yustein VP Conferences – Richard Perlman VP Individual Membership – Robert Vaughan (Acting)
Resolution 2001-12: Bylaws changes related to 2/3 majority
RESOLVED to amend the bylaws of the Internet Society as follows:
Article II, Section 2.
Replace “four-fifths” by “two-thirds” in the sentence: All Trustees appointed by the Board shall be by the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office.
Article II, Section 3.
Replace “four-fifths” by “two-thirds” in the sentence: All actions taken by the Board pursuant to Sections 1 and 2 of this Article II shall require the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office.
ARTICLE II Section 13.
Replace “four-fifths” by “two-thirds” in the sentence: The Board of Trustees, by resolution adopted by the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office, may designate three or more Trustees to constitute an Executive Committee.
Resolution 2001-13: Bylaws changes related to membership and governance:
RESOLVED to amend the bylaws of the Internet Society as follows:
ARTICLE II – BOARD OF TRUSTEES,
Section 1.
Delete the sentence: “Only Regular Individual Members of the Society shall be eligible to serve on the Board of Trustees.”
Section 2.
Replace the sentence:
The Board of Trustees is authorized from time to time, to make arrangements for the election of voting Trustees by the Regular Individual Members of the Society, such that the total number of Trustees shall not exceed twenty.
Replace by:
The Board of Trustees is authorized from time to time to make arrangements for the election or appointment of voting Trustees, such that the total number of Trustees shall not exceed twenty.
Replace the sentence:
With the exception of the President, all Trustees shall be elected by the Regular Individual Members of the Society or shall be appointed by the Board to fill a vacancy which arises because an elected Trustee has ceased to serve.
Replace by:
With the exception of the President, all Trustees shall be elected or otherwise selected by a constituency to be defined by a resolution of the Board or shall be appointed by the Board.
Replace the sentence:
Any vacancy which arises because an elected or appointed Trustee has ceased to serve may be filled by appointment by the Board until a new Trustee is elected to fill this position for the remainder of the term, in an election of Trustees by the Regular Individual Members of the Society.
Replace by
Any vacancy which arises because an elected or appointed Trustee has ceased to serve may be filled by appointment by the Board for the remainder of that Trustee’s term.
ARTICLE IV – OFFICERS
Section 1.
The Chairman shall be selected from among the members of the Board of Trustees who have been elected by the Regular Individual Members of the Society.
Replace by
.The Chairman shall be selected from among the members of the Board of Trustees.
ARTICLE V – MEMBERS, section 5:
Replace the existing text by the following: “The board is authorized to add, delete or remove classes of members by the affirmative vote of at least two-thirds of the members of the Board of Trustees then in office.”
Resolution 2001-14: Appreciation of Audit Committee
RESOLVED that the Board expresses its appreciation to the members of the 2001 audit committee, Mike Conn, Barbara Fraser and Martin Burack.
Resolution 2001-15: ISOC 2002 budget
RESOLVED that the Board of Trustees adopts the budget for ISOC 2001 prepared by the Executive Committee, which proposes expenditure of a total of USD 1,793,397 and revenue of USD $1,942,215.
Resolution 2001-16: Composition of the board of trustees:
RESOLVED that The board of Trustees will be constituted by individuals selected or elected by constituencies of the society, namely the ISOC organizational members, the chapters, the IAB/IETF, and by appointment of the Board. There will be 3 trustees elected by the IAB/IETF, 3 elected by chapters, 6 by organizational members, and up to 5 appointed by the board. Additionally, if there are paid individual memberships, they would elect 3 trustees.
Resolution 2001-17: Establishment of trustees:
RESOLVED that processes and transition processes to establish trustees from each constituency will be determined by the Board in conjunction with the appropriate constituencies.
Resolution 2001-18: Governance transition committee:
RESOLVED to set up a governance transition committee, chaired by Alan, with Rosa, Christian, Latif, and a representative to be nominated by the Advisory Council. The committee will propose processes and transition processes for the establishment of trustees. It will have to report by or before March 1st, 2002.
Resolution 2001-19: No elections by individual members in 2002:
RESOLVED because of the newly adopted structure of the Board, to not conduct election of trustees by individual members in 2002.
Resolution 2001-20: Free individual membership
RESOLVED that there will be a new class of individual membership, which will be free of charge.
Resolution 2001-21: Closure of ISTF:
RESOLVED to recognize that the task force, having completed its tasks, should be closed. The board wants to recognize the work of the present and past chairs, and all volunteers.
Resolution 2001-22: Continuation of discussion on societal issues:
RESOLVED to recommend that the discussions on societal issues continue under a new name, under the responsibility of the VP of public policy.
Resolution 2001-23: Organization of INET 2002:
RESOLVED to authorize the CEO to sign or decline a contract for the organization of INET 2002.
Resolution 2001-24: Suspension of some paid membership categories:
RESOLVED that effective January 1st, we are suspending accepting new registrations or renewing existing registration in the current paid membership categories at $35 and below. The question of voting and reinstating of paid membership in 2003 is deferred for decision until the Board Meeting in June 2002. The President will present a recommendation to the board prior to this meeting.
Resolution 2001-24: Congratulating Robert Ferrel:
RESOLVED that the Board expresses its appreciation to Robert Ferrel for his work to publish the Internet Report.
Resolution 2000-1: 2000 ISOC Budget
RESOLVED, that the Board of Trustees approves a budget for ISOC for the year 2000, with projected revenue of USD 3,105,100 and projected expenses of 2,804,000.
Resolution 2000-2: Confirmation of IAB Candidates
RESOLVED, that the Board of Trustees confirms the appointment of the following individuals to serve on the IAB, as advised by the IETF Nominations Committee:
- Brian Carpenter
- Henning Schulzerine
- Jon Crowcroft
- John Klensin
- Leslie Daigle
- Steve Bellovin
Resolution 2000-3: Account Authorization
RESOLVED, that the Board of Trustees authorizes the President to establish an account with a brokerage firm in order to facilitate the trading of any securities that may be owned by ISOC.
Resolution 2000-4: Ratification of Vice-President Appointments
RESOLVED, that the Board of Trustees ratifies the appointment of the following Vice-Presidents:
| VP – Chapters/SIGs | Tarek Kamel |
| VP – Communications | Christine Maxwell |
| VP – Conferences | Richard Perlman |
| VP – Education | George Sadowsky |
| VP – INET 2000 | Tommy Matsumoto |
| VP – Individual Membership | Daniel Kaplan |
| VP – Organizational Membership | Tony Yustein |
| VP – Planning and Strategy | Glenn Kowack |
| VP – Public Policy | David Maher |
| VP – Publications | Nicholas Trio |
| VP – Standards | Scott Bradner |
Resolution 2000-5: INET’2001
RESOLVED, that the Board of Trustees approves the selection of Stockholm, Sweden as the site of INET 2001, to take place during June, 2001.
Resolution 2000-6: Appreciation of Mary Burger
RESOLVED, that the Board of Trustees expresses its appreciation to Mary Burger, ISOC’s first hired employee, for all of her many contributions to ISOC’s ability to function as an organization over the years.
Resolution 2000-7: Appreciation of Osten Franberg and Stefano Trumpy
RESOLVED, that the Board of Trustees expresses its appreciation to Osten Franberg and Stefano for their leadership of the ISOC Advisory Council for the past two years.
Resolution 2000-8: Advisory Council Charter
RESOLVED, that the Board of Trustees, subject to favorable legal review, endorses a revision to the ISOC Advisory Council charter to include the ability for the Council to host forums that allow organizational members and interested parties to discuss issues of common interest within the domain of public policy matters.
Resolution 2000-9: Audited Financial Statement for 1999
RESOLVED, that the Board of Trustees accepts the audited financial statements as a true and accurate record of the state of ISOC finances as of 31 December 1999.
Resolution 2000-10: INET’2000 Appreciation
RESOLVED, that the Board of Trustees expresses its its appreciation to Hitoshi Arai, Jun Murai, Tommy Matsumoto, and Toru Takahashi for the great job they did in making INET 2000 so successful.
Resolution 2000-11: NTW 2000 Hosts Appreciation
RESOLVED, that the Board of Trustees expresses its gratitude to Uzuwo Takamoto, Osamu Nakamura, Suguru Yamaguchi, Yasuo Tsuchimoto, and Keio University for the splendid support they provided to NTW 2000.
Resolution 2000-12: NTW 2000 Appreciation
RESOLVED, that the Board of Trustees expresses its gratitude to George Sadowsky, Alan Greenberg, Edmundo Vitale, Ermanno Pietrosemoli, Alejandro Pisanty, and the Network Training Workshop (NTW) instructors for conducting a successful NTW.
Resolution 2000-13: Lyris Appreciation
RESOLVED, that the Board of Trustees expresses its gratitude to Lyris, and especially Sheryl Hiatt, for the excellent and valuable support they have provided to the ISTF.
Resolution 2000-14: ISOC Directions
RESOLVED, that the Board of Trustees adopts in principle the structure proposed in the ISOC Directions document, and will work to further develop and refine this proposal.
Resolution 2000-15: Appreciation of Jun Murai, Jose Luis Pardos, Ben Segal and John Gilmore
RESOLVED, that the Board of Trustees expresses its gratitude to Jun Murai, Jose Luis Pardos, Ben Segal and John Gilmore for their service to the Board of Trustees.
Resolution 2000-16: Appreciation of Geoff Huston
RESOLVED, that the Board of Trustees expresses its gratitude to Geoff Huston for his service as Chair of the Board of Trustees.
Resolution 2000-17: ISOC Board of Trustees Internal Procedures for Officers of the Board of Trustees.
RESOLVED, that the Board of Trustees adopts the following process in relation to the election of Officers of the Board of Trustees.
The basic working procedures for the Board of Trustees are defined in the ISOC By-Laws. These internal procedures provide additional rules and guidelines for the Board of Trustees regarding Officers of the Society.
The following election procedures are to be followed at the ISOC Board meeting when elections are required by the By-Laws.
1. Structure of the Society
Officers – The Board elects from its membership a Chair, and also elects the Officer positions of Treasurer and a Secretary, positions that may be filled by any ISOC individual member. The Board may also choose to create other Officer positions, and elect individual members of ISOC to fill these positions. The procedures relating to the election of these Officers and the term of office are described in subsequent sections of this document.
President and Vice-Presidents – The Board has the ability to hire the services of a President, who serves ex-officio as a non-voting member of the Board. The President may select Vice-Presidents to undertake various roles as delegated by the President. The appointment of Vice-Presidents is the role of the President, subject to ratification by the Board of Trustees.
2. Term of Trustees
The Board meeting following the declaration of the Trustee election is termed the Annual General Meeting.
All elected Trustees assume the positions on the Board of Trustees at the adjournment of the Annual General Meeting. Trustees shall serve in office until the adjournment of the Annual General Meeting following a three year term of office, or until the Trustee resigns the position.
3. Term of Officers
At the adjournment of the Annual General Meeting all Officer positions shall be declared available for election. Other than Chair, Treasurer and Secretary, the term of all Officer roles and positions shall be deemed to have expired at this point.
Election of officers shall be conducted at this point, in accordance with this procedure.
4. Protocol of the Meeting to Conduct Election of Officers
The retiring Chair of the Board of Trustees shall chair the initial part of the meeting to elect Officers of the Board. Immediately following the election of Chair of the Board, the elected Chair of the Board shall assume office and chair the remainder of the meeting. The remaining statutory officer positions are then elected, followed by the creation of other officer positions and elections to fill these positions.
All voting Trustees in office who are present at the meeting may vote in officer elections. Trustees who participate remotely via electronic means such that they can contemporaneously hear all other Trustees at the meeting, and be heard by all other Trustees at the meeting, shall be deemed to be present at the meeting. Voting by proxy is not permitted for election of officers.
5. Statutory Officers to be Elected
The following statutory positions shall be elected, in the following order:
- Chair
- Treasurer
- Secretary
6. Other Officers to be Elected
Following the election of the statutory positions, Trustees may nominate the establishment of other Officer positions through a seconded motion. The Board shall vote on the adoption of each of these positions, and the vote shall require the affirmative vote of a majority of Trustees then in office in order for the position to be established. The position shall be established for one year, until the adjournment of the next Annual General Meeting of the Board of Trustees.
Following the establishment of any other officer positions, elections will then be held to fill these positions, which shall be held in an order as determined by the Chair.
7. Nominations
Nominations must be submitted by a Trustee in office, in writing or by electronic mail, or orally at the meeting.
Nominations will close immediately before the agenda item for the election of that position. Nominations must be submitted to the Chair of the Board. A nomination will only be valid if the candidate declares orally at the meeting, or in writing or by electronic mail prior to the meeting, that the candidate is willing to take office if elected.
A candidate who fails to be elected for a position may be nominated for a subsequent position.
8. Eligibility
Any Trustee in office may be elected to the position of Chairman of the Board.
Any ISOC member in good standing may be elected to any other office.
9. Voting
Any candidate may make a statement to the Board regarding their candidature. The presentation of such a statement shall take no longer than five minutes. The order of candidates’ statements shall be determined by the Chair using a random selection process.
If there is only one candidate for a position, this candidate will be declared elected.
If there are two candidates, an election will be necessary. All Trustees present at the meeting, with the exception of the chair of the meeting, shall be eligible to vote. The chair of the meeting shall withhold from voting unless there is a tied vote, or unless the affirmative vote fails to achieve a majority of Trustees in office. A majority vote of the Trustees in office is required to elect a candidate. In the event of a tie, the chair of the meeting will have the tie-breaking vote. In the event that the candidate with the highest vote fails to have the affirmative vote of majority of the Trustees in office, the chair of the meeting shall be eligible to vote. If the affirmative vote fails to achieve a majority of Trustees then in office, the vote shall be conducted again.
If there are more than two candidates, and if no candidate has a vote that is equal to or greater than a majority of Trustees in office, then the two candidates receiving the highest number of votes will go to a new ballot, and a new vote will be called. In the event that three or more candidates tie for the highest number of votes, all such candidates will go into a new ballot.
Voting will be by secret ballot. An Internet Society staff member nominated by the President and a person appointed by the Board will act as tellers.
Trustees who participate remotely in a manner such that they can hear the proceedings of the meeting and be clearly heard by all other attendees, shall vote by privately announcing their vote to the election tellers.
10. Record of the Meeting
The minutes shall record the candidates nominated for each position and the elected candidate.
A candidate may request that the statement made to the Board in respect of their candidature be recorded in the minutes of the meeting.
11. Removal from Office
An Officer may be removed from office by the affirmative vote of four-fifths of the Trustees holding office at a regular meeting of the Board of Trustees.
12. Casual Vacancies
If an office is vacated, the position may be filled at a subsequent regular meeting of the Board of Trustees, using these election procedures.
Resolution 2000-18: 2001 Trustee Elections Timetable
RESOLVED, that in conformance with the adopted procedure for the election of Trustees, the following schedule is to be used for the 2001 Trustee elections:
| 13 November, 2000 | Call for Nominations Posted |
| 13 November, 2000 | Nominations Period Opens |
| 18 December, 2000 | Nominations Period Closes |
| 5 January, 2001 | Nominated Candidates Announced |
| 5 January, 2001 | Petition period Opens |
| 5 February, 2001 | Petition Period Closes |
| 5 February, 2001 | Membership Roll of Voters Closes |
| 12 February, 2001 | Candidate Announcement |
| 19 February, 2001 | Ballots posted to members |
| 19 February, 2001 | Election Period Commences |
| 23 April, 2001 | Election Date |
| 30 April, 2001 | Vote certification and announcement |
| 30 April, 2001 | Challenge Period Opens |
| 14 May, 2001 | Challenge period closes |
| 3 June, 2001 | Challenge Response Date |
| 3 June, 2001 | Confirmation of Election Results |
| 4 June, 2001 | Annual General Meeting of the Board of Trustees |
Resolution 2000-19: Trustee Elections Procedures
RESOLVED, that the adopted Procedure for Elections of Trustees be amended to read:
Eligibility to Vote
All individual members of the Society in good standing are eligible to vote. An individual member is in good standing if his or her annual dues are not more than 60 days past due on the date of closure of the membership roll. The membership roll of eligible votes shall be closed on the close of business of the same day as the final day for filing of Petitions.
Ballot
The Trustee election shall be conducted by written ballot of the individual members, which shall be mailed to each member of the Society listed in the membership roll of eligible voters.
Resolution 2000-20: Platinum Level Organizational Membership
RESOLVED, that the Board of Trustees approve the establishment of a Platinum Organizational Membership category, which allows the due accreditation of the organizational member in supporting ISOC, for an annual membership fee of USD 100,000 partly designated in support of specific activities.
Resolution 2000-21: Appointment of ISOC Vice-Presidents
RESOLVED, that the Board of Trustees approve the appointment of the following Vice-Presidents of ISOC for 2001:
Chapters – Tomaz Kalin
Conferences – Richard Perlman
Education – George Sadowsky
Individual Membership – Mike Todd
Public Policy – David Maher
Publications – Nick Trio
Standards – Scott Bradner
Organization Membership – Tony Yustein
Resolution 2000-22: Appointment of Chair of ISTF
RESOLVED, that the Board of Trustees appoint Christine Maxwell to be chair of the Internet Societal Task Force and its Internet Societal Task Force Steering Group (ISSG) for an initial term of one year, renewable annually for a maximum cumulative term of three years.
Resolution 2000-23: ISSG Procedures for Nomination of ISSG and ISTF Chair
RESOLVED, that the Board of Trustees direct the Internet Societal Task Force Steering Group (ISSG) to develop and propose to the Board of Trustees nomination procedures for the combined chair of the Internet Societal Task Force Steering Group and the INternet Societal Task Force.
Resolution 2000-24: Amendments to the By Laws concerning Terms of Office of Officers of the Society
RESOLVED, to amend the By laws as follows:
A. Append to Article III, Section 3 the following:
With the exception of the roles of Chairman, President, Treasurer and Secretary, officer roles shall be explicitly renewed by the affirmative vote of at least a majority of the members of the Board of Trustees then in office, on an annual basis. Those roles that are not renewed by this means shall be deemed to have lapsed, and the term of office of the incumbent office holder shall be deemed not to be renewed.
B. Amend Article III, Section 7 to read:
Section 7.
Except for the President, who will hold office until the expiration of the contract or may be removed as provided below, the officers of the Society shall hold office for a period of one year. The period of office may be renewed each year by a simple majority affirmative vote of the Trustees at the expiration of the term. Any officer of the Society may be removed prior to the expiration of the term of office by the Board of Trustees, by the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office, whenever in their judgement the best interests of the Society shall be served thereby. The President may be removed by the vote of a majority of members of the Board of Trustees then in office, and in accordance with the termination provisions of the President’s employment contract.
Resolution 2000-25: Expression of appreciation to Vint Cerf
RESOLVED, that the Board of Trustees expresses its profound gratitude to Vint Cerf for his generous donations to ISOC.
Resolution 2000-26: Expression of appreciation to Don Heath
RESOLVED, that the Board of Trustees expresses its appreciation to Don Heath in recognition of his service to ISOC in the role of President and Chief Executive Officer since March 1996, noting that his term of office represented 28 Internet years of energy and dedication in serving ISOC and the Internet community.
Resolution 2000-27: ISOC 2001 Budget
RESOLVED, that the Board of Trustees adopts a budget forISOC 2001 which proposes expenditure of a total of USD 2.55M and revenue of USD 2.88M .
Resolution 2000-28: INET 2002
RESOLVED, to request the Vice President of Conferences to organize for INET 2002 a working conference centred on the activities of the Society, and report to the Board by 1 March 2001.
Resolution 2000-29: In appreciation of Vint Cerf
RESOLVED, to express the gratitude of the Board to Vint Cerf in recognition of his efforts in initiating the Internet Societal Task Force and his energetic efforts in his role as the initial chair of this body.
Resolution 2000-30: In appreciation of Christine Maxwell
RESOLVED, to express the gratitude of the Board to Christine Maxwell in recognition of her efforts in concluding an NGO relationship with UNESCO for ISOC.
Resolution 1999-1: Confirmation of IAB Nominations
RESOLVED, that the Board of Trustees confirms the appointment of the following individuals to serve on the IAB, as advised by the IETF Nominations Committee:
- Harald Alvestrand
- Ran Atkinson
- Rob Austein
- Steve Deering
- Tony Hain
- Geoff Huston
Resolution 1999-2: 1997 and 1998 ISOC Financial Statements
RESOLVED, that the Board accepts the audited statements of Financial Position, Activities and Changes in Net Assets, Functional Expenses and Cash Flows for the years ending December 31, 1997 and December 31, 1998, as an accurate record of ISOC financial activity for 1997 and 1998.
Resolution 1999-3: In appreciation of Betty Benson and the San Jose State University
RESOLVED, that the Board expresses its sincere appreciation to Betty Benson and San Jose State University for the support given to the 1999 Network Training Workshop.
Resolution 1999-4: In appreciation of the supporters of the Network Training Workshop
RESOLVED, that the Board expresses its gratitude to Cisco Systems, Nortel, MCI Worldcom, O’Reilly Publications, John Wiley & Sons, Cisco Press, BSDI, Redhat, Walnut Creek, NATO, World Bank/infoDEV, U.S. State Department, France Telecom, Novell and the International Association of Butterfly Enthusiasts for their ghenerous support of the 1999 ISOC Network Training Workshop.
Resolution 1999-5: In appreciation of the Network Training Workshop staff and instructors
RESOLVED, that the Board expresses its appreciation of the donation of time and effort by the teaching instructors and staff of the 1999 Network Training Workshop. The Boardis particularly grateful for the setup efforts undertaken by Geert Jan de Groot.
Resolution 1999-6: In appreciation of George Sadowsky and Alan Greenberg
RESOLVED, that the Board expresses its appreciation and profound gratitude to George Sadowsky and Alan Greenberg for their unstinting efforts in organizing the 1999 ISOC Network Training Workshop.
Resolution 1999-7: Internet Society Membership Subscription Rates
RESOLVED, that the Board adopts the following schedule of fees as the Society’s membership fees, and allows 40% of the membership fee to be passed to a nominated chapter as the chapter membership subscription.
Internet Society Membership Levels
| Membership Type | 1 Year | 3 Years | 5 Years | Lifetime |
| Associate | $45 | $120 | $195 | $450 |
| Regular | $75 | $200 | $325 | $750 |
| Professional | $150 | $400 | $650 | $1,500 |
| Leadership | $250 | $650 | $1,000 | $2,000 |
| Executive | $500 | $1,300 | $2,000 | $4,000 |
(All fees noted are in USD)
Resolution 1999-8: Internet Society Membership Subscription Rates for Developing Countries
RESOLVED, that the individual regular membership rate for residents of developing countries be set at USD 5.00, subject to confirmation of financial feasibility by ISOC staff and the Vice-President for Membership.
Resolution 1999-9: In appreciation of Dan Lynch
RESOLVED, that the Board expresses its gratitude for the efforts of Dan Lynch in raising support for the Jonathan B. Postel Endowed Chair of Computer Networking at UCLA.
Resolution 1999-10: 2000 Trustee Elections Timetable
RESOLVED, that in conformance with the adopted procedure for the election of Trustees, the following schedule is to be used for the 2000 Trustee elections:
| 1 December, 1999 | Call for Nominations |
| 17 January, 2000 | Nominations Period Closes |
| 31 January, 2000 | Announcement of Nominated Candidates Petition period opens |
| 1 March, 2000 | Petition Period Closes |
| 10 March, 2000 | Candidate Announcement |
| 31 March, 2000 | Ballots posted to members |
| 2 June, 2000 | Election Date |
| 9 June, 2000 | Vote certification and announcement |
| 20 June, 2000 | Challenge period closes |
| 10 July, 2000 | Challenge Response |
| 17 July, 2000 | Annual General Meeting of the Board of Trustees |
Resolution 1999-11: Petition Signature Definition
RESOLVED, that a valied petition signature for petition candidates includes the name, ISOC membership number and email address (if available) as a valid petition signature.
Resolution 1999-12: Officers of the Society
RESOLVED, that with the exception of the statuatory Officers defined in Article IV, Section 1 of the By-Laws of the Society, all other Officers shall be selected by, report to, and shall serve at the discretion of, the President and CEO of the Society. All such appointments shall be subject to ratification by the Board.
Resolution 1999-13: Internet Societal Task Force
RESOLVED, that the Board authorizes the President of ISOC to take the necessary steps to create an Internet Societal Task Force as an ISOC initiative.
Resolution 1999-14: Appreciation of Vint Cerf.
RESOLVED, that the Board of Trustees expresses its profound appreciation to Vint Cerf for serving as Chairman of the Board of Trustees for 1998.
Resolution 1999-15: Appreciation of Emeritus Trustee Susan Estrada.
RESOLVED, that the Board of Trustees expresses its appreciation to Emeritus Trustee Susan Estrada for her support given to ISOC while serving as a Trustee of the Society from 1993 to 1999.
Resolution 1999-16: Appreciation of Emeritus Trustee Scott Bradner.
RESOLVED, that the Board of Trustees expresses its appreciation to Emeritus Trustee Scott Bradner for his support given to ISOC while serving as a Trustee of the Society from 1993 to 1999.
Resolution 1999-17: Appreciation of Emeritus Trustee David Farber.
RESOLVED, that the Board of Trustees expresses its appreciation to Emeritus Trustee David Farber for his support given to ISOC while serving as a Trustee of the Society from 1993 to 1999.
Resolution 1999-18: Appreciation of Emeritus Trustee George Sadowsky.
RESOLVED, that the Board of Trustees expresses its appreciation to Emeritus Trustee George Sadowsky for his support given to ISOC while serving as a Trustee of the Society from 1996 to 1999.
Resolution 1999-19: Confirmation of Appointment of ISOC Officers
RESOLVED, that the Board of Trustees confirms the appointment of the following individuals to serve as officers of the Internet Society until replaced or resignation:
| Chapters | Tarek Kamel |
| Communications | Christine Maxwell |
| Conferences | Richard Perlman |
| Education | George Sadowsky |
| INET 2000 | Tommy Matsumoto |
| Membership | Daniel Kaplan |
| Planning & Strategy | Glenn Kowack |
| Public Policy | David Maher |
| Publications | Nick Trio |
| Standards | Scott Bradner |
Resolution 1999-20: ISOC Sponsorships of Conferences
RESOLVED, that the Internet Society should only sponsor commercial conferences when it does not compromise ISOC’s integrity, does not lock ISOC into an exclusive arrangement, and is beneficial for ISOC. (7-0-1)
Resolution 1999-21: Expression of Gratitude to the Officers of the IAC
RESOLVED, that the Board of Trustees expresses its appreciation to the officers of the ISOC Advisory Council for the work they have done in making the IAC a more vibrant and useful group that is contributing to the success of ISOC.
Resolution 1999-22: Elimination of Bloc Voting in Elections for ISOC Trustees
RESOLVED, that an ISOC individual member may cast one vote for each Board vacancy, but cannot cast more than one vote for any one candidate for the Board of Trustees. (This modifies Section 3.3 of ISOC’s Procedures for Nomination and Election of Trustees).
Resolution 1999-23: To form a Chapters Council
RESOLVED, that the Board of Trustees recommends to the President of ISOC that a Chapters Council be formed, reporting to the VP of Chapters.
Resolution 1998-1: Suspension of Charter of the Thailand Chapter
RESOLVED, that the Board suspend the charter of the Thailand Chapter of the Internet Society until the Chapter demonstrates its ability to support and argue the consequences of the Principles of the Internet Society, in particular with respect to the draft Internet Promotion Law currently under consideration in Thailand.
Resolution 1998-2: ISOC Budget for 1998.
RESOLVED, that the Board endorses the 1998 ISOC budget, noting a planned revenue for the year of USD $4,538,040, expenses of USD $4,345,290, and a planned operational surplus of USD $192,750.
Resolution 1998-3: Selection of IAB and IESG members.
RESOLVED, that the Board accepts the process for selection of IAB and IESG members, as documented in RFC 2282, and accepts the role of the Board described in this process.
Resolution 1998-4: Confirmation of IAB members.
RESOLVED, that the Board confirms the appointment of the following individuals to serve on the IAB, as advised by the IETF Nominations Committee:
Ned Freed,
Tim Howes,
Steve Bellovin,
Jon Crowcroft,
John Klensin,
and Brian Carpenter
Resolution 1998-5: Adoption of Green Paper Response.
RESOLVED, that the Board adopts the drafted response to the US Green Paper as an ISOC response.
Resolution 1998-6: Adoption of White Paper Response.
RESOLVED, that the Board adopts the drafted statement of response to the US White Paper as an ISOC response.
Resolution 1998-7: INET’97 Finances.
RESOLVED, that the Board supports the efforts of the President and the Vice President for Conferences to conclude the finances for INET’97, and authorizes them to undertake all reasonable efforts to recover all monies owing to ISOC from this activity.
Resolution 1998-8: INET’98.
RESOLVED, that the Board expresses its profound thanks to those who contributed to the success of the INET’98 conference:
INET’98 PROGRAM COMMITTEE
François Fluckiger, CERN, Switzerland
Jean-Claude Guédon, Université de Montréal, Canada
Harald Tveit Alvestrand, Maxware, Norway
David Billard, University of Geneva, Switzerland
Laura Breeden, Laura Breeden & Associates, United States
Lyman Chapin, BBN Technologies, United States
Line Cormier, Agence de la Francophonie/DDTI, France
Rosa Delgado, SITA, Switzerland
William J. Drake, Georgetown University, United States
Joan Dzenowagis, World Health Organization, Switzerland
Soledad Ferreiro, InfoEra S.A., Chile
Jacek Gajewsky, Research and Academic Network, Poland
Jürgen Harms, Université de Genève, Switzerland
Richard Hill, Université de Genève, Switzerland
John Hine, Victoria University of Wellington, New Zealand
Erik Huizer, SURFnet ExpertiseCentrum bv, The Netherlands
Ole Jacobsen, Cisco Systems, United States
Hans K. Klein, Georgia Institute of Technology, United States
Ken Klingenstein, University of Colorado at Boulder, United States
Glenn Kowack, Internet Enterprise Development, United States
Okhwa Lee, Chungbuk National University, Republic of Korea
Hannes P. Lubich, Bank Julius Baer & Co. Ltd. Zurich, Switzerland
Christine Maxwell, Chiliad Publishing, France
Gerald Page, Poncet Turrettini Amaudruz Neyroud & Associés, Switzerland
Richard Perlman, Berkeley Internet Group, United States
Oliver B. Popov, University St. Cyril and Methodius, Macedonia
Richard Rodgers, National Institutes of Health, United States
Geza Turchanyi, MATAV, Hungary
INET’98 CONFERENCE COMMITTEE
CO-CHAIRS
George Sadowsky, Vice President for Conferences, Internet Society, United States
Mark Selby, President, Geneva Chapter, Internet Society, Switzerland
SPONSORSHIP
George Soros, Open Society Institute, United States
Claude Lemay, Alis Technologies, Inc., Canada
Werner Staub, Axone Services & Development, Switzerland
INET’98 DIRECTOR OF CONFERENCES
Torryn P. Brazell, Internet Society, United States
INET’98 GENEVA SECRETARIAT
Lynn St. Amour, Internet Society, Switzerland
Mary Rose Rudaz, Internet Society, Switzerland
Anna Dawson, Internet Society, Switzerland
CONFERON
Amy Henderson
PRESS RELATIONS
Alan McCluskey, Connected, Switzerland
Ueli Anken, Ouverture, Switzerland
Claudie Freire, Ouverture, Switzerland
VOLUNTEER CO-CHAIRS
Julia Field, Switzerland
Cornelis Koster, Switzerland
OTHERS
Sam Carmalt, SW Consulting, Switzerland
Stephane Koch, Switzerland
Fernando Lagrana, ITU, Switzerland
Alan Greenberg, McGill University, Canada
K-12 WORKSHOP CO-CHAIRS
Bernard Cornu, Institut Universitaire de Formation des Maitres (IUFM), France
David Lassner, University of Hawaii, United States
DEVELOPING COUNTRIES NETWORKING SYMPOSIUM
Nii Quaynor, Network Computer Systems, Ghana
Rosa Delgado, SITA, Switzerland
EX-OFFICIO MEMBERS
Richard Golding, Price Waterhouse
Pierre E. Jaquier, République et Canton de Genève, Switzerland
Bruno Lanvin, UNCTAD, Switzerland
INET’98 WORKING PARTY FOR LOCAL IT INFRASTRUCTURE
Jacques Flumet, University of Geneva, Switzerland
David Clerc, University of Geneva, Switzerland
Bertrand Ibrahim, University of Geneva, Switzerland
Daniel Agulleiro, University of Geneva, Switzerland
Edoardo Basilico, University of Geneva, Switzerland
Daniel Doubrovkine, University of Geneva, Switzerland
Florent Glueck, University of Geneva, Switzerland
Anton Soudovtsev, University of Geneva, Switzerland
Frederic Schutz, University of Geneva, Switzerland
MBONE TRANSMISSION
Evi Nemeth, Colorado State University, United States
Resolution 1998-9: 1998 Network Technology Workshops.
RESOLVED, that the Board expresses its appreciation to the 1998 Network Technology Workshop organizers and sponsors:
Alan Greenberg, McGill University, Canada
Ben M. Segal, CERN, Switzerland
Jacques Guidon, Université Paris VII and INRIA, France
Florencio Utreras, ENRED and REUNA, Chile
NETWORK TRAINING WORKSHOP STAFF
Carla Rosenfeld, Internet Society, United States
Toby Riley, United States
Caroline Wieland, Switzerland
TRACK LEADERS
Brian Candler, Demon Internet Ltd., United Kingdom (T1)
Alan Barrett, UUNET Internet Africa, South Africa (T2)
Jill Foster, University of Newcastle, United Kingdom (T3)
Geoff Huston, Telstra, Australia (T4)
NETWORK TRAINING WORKSHOP INSTRUCTORS
T1 INSTRUCTORS
Susan Hares, Merit Network Inc., United States
Mike Jensen, South Africa
Honza, Jirousek, UNDP, Czech Republic
Steve Huter, Network Startup Resource Center, United States
Sampemane Geetanjali, University of Illinois, India
T2 INSTRUCTORS
Sana Bellamine, Epoch Internet, Tunisia
Geer Jan de Groot, Berkley SW Design, Inc., United States
T3 INSTRUCTORS
Cindy Hao, Science Magazine, Canada
Carl Vincent, University of Newcastle, United Kingdom
George Munroe, UNITE Solutions Limited, United Kingdom
Bert Stals, M&I/Stelvio, Netherlands
Ruvan Weerasinghe, University of Columbo, Sri Lanka
T4 INSTRUCTORS
Scott Bradner, Harvard University, United States
David R. Conrad, Internet Software Consortium, United States
Nur Zincir, Ege University, Turkey
F1 INSTRUCTORS
Roland Dirlewanger, CNRS, France
Alain Durand, IMAG Universite de Grenoble, France
Yves Legrandge’rard, Universite Paris 7, France
Francois Normant, Technologia, Canada
Philippe Regnauld, PROSA, France
Eric Stevance, BINTTA/MaliNet, France
Sylvain Zongo, Orstom, Burkinabe
Mireille Yamajako, EUNet, France
F3 INSTRUCTORS
Bruno Mannoni, Ministère de la Culture, France
Eric Payan, Universite Joseph Fourier, France
Jean-Luc Parouty, IMAG, France
Claude Darrieumerlou, DAG/DOSI, France
Malek Shabou, AFNIC, France
S1 INSTRUCTORS
Jose Luiz Ribeiro Filho, RNP, Brazil
Edmundo Viatale, U. de los Andes, Venezuala
Ermanno Piertosemoli, U. de los Andes, Venezuela
Resolution 1998-10: ISOC 1997 Financial Report.
RESOLVED, that the Board accepts the 1997 Financial Reports as a true and accurate report of the state of the financial position of ISOC as of 31 December 1997.
Resolution 1998-11: Association Membership of ISOC.
RESOLVED, that the Board agrees in principle to develop a new class of ISOC membership, that of association membership, with details of organizational structure, financial structure and cross-product impact to be refined for subsequent review by the Board.
Resolution 1998-12: ISOC Chapter Facilitator.
RESOLVED, that the Board endorse the appointment of Gordon Howell as ISOC Chapter Facilitator.
Resolution 1998-13: IANA Transition.
RESOLVED, that, mindful of its commitments to the Internet community, the Board will endeavor to support the IAB’s responsibilities within the structure of a new IANA.
Resolution 1998-14: ISOC Advisory Council Officers.
RESOLVED, that the Board approves in principle the nomination of up to 7 officers of the ISOC Advisory Council, subject to the Advisory Council’s ratification of this proposal.
Resolution 1998-15: Appreciation of Frode Greisen.
RESOLVED, that the Board of Trustees expresses its profound appreciation to Frode Greisen, noting in particular Frode’s contribution to ISOC as ISOC Treasurer for the period 1992 to 1997 and subsequently as Chairman of the Board of Trustees for 1997 to 1998.
Resolution 1998-16: Appreciation of Emeritus Trustee Ishida.
RESOLVED, that the Board of Trustees expresses its appreciation to Emeritus Trustee Ishida for his support given to ISOC while serving as a Trustee of the Society from 1993 to 1998.
Resolution 1998-17: 1999 ISOC Nomination and Trustee Election Committee Timetable
RESOLVED, that the Board of Trustees adopt a timetable for the 1999 Trustee nominations and election process in accordance with the procedures of Resolution 94-19 (as amended), commencing with the opening of the Nominations period on November 17, 1998. The timetable to be adopted is as follows:
| November 17, 1998 December 17, 1998 December 19, 1999 January 22, 1999 January 29, 1999 February 26, 1999 March 1, 1999 May 3, 1999 May 3, 1999 May 13, 1999 May 23, 1999 June 12, 1999 June 21, 1999 |
Nominations Period Opens Nominations Period Closes Nominations Committee Announcement Petition Period Closes Candidate Announcement Ballots Posted Election Period Opens Election Date Challenge Period Opens Elections Committee Certifies Result Challenge Period Closes ISOC Response to Challenge Period Closes ISOC Board of Trustees Annual General Meeting |
Resolution 1998-18: The Jonathan B. Postel Endowed Chair Fund
RESOLVED, that the Board of Trustees authorizes the President of ISOC to establish a bank account to support the establishment of:
The Jonathan B. Postel Endowed Chair Fund, and
Wachovia Bank, N. A. (the “Bank”) is designated a depository for these funds, and any one of the persons who now or hereafter hold the titles listed below or who are named below, are authorized to transact any and all business with the Bank concerning the Banks’ cash management and deposit services and other banking services.
Internet Society President and CEO Internet Society Chair of the Board of Trustees
Resolution 1998-19: The Jonathan B. Postel Service Award Fund
RESOLVED, that the Board of Trustees authorizes the President of ISOC to establish a bank account to support the establishment of:
The Jonathan B. Postel Service Award Fund, and
Wachovia Bank, N. A. (the “Bank”) is designated a depository for these funds, and any one of the persons who now or hereafter hold the titles listed below or who are named below, are authorized to transact any and all business with the Bank concerning the Banks’ cash management and deposit services and other banking services.
Internet Society President and CEO
Internet Society Chair of the Board of Trustees
Resolution 1998-20: ISOC Assistant Secretary
RESOLVED, that the Board of Trustees authorizes the President of ISOC to appoint an ISOC Assistant Secretary. The duties of the Assistant Secretary shall be defined and delegated by the ISOC Secretary, and shall include signing forms and other documents that require the signature of the ISOC Secretary, in those cases where the Secretary is unavailable. Copies of the signed documents, and records of all other delegated actions shall be sent, promptly, to the ISOC Secretary.
Resolution 1998-21: Elections Committee Chair
RESOLVED, to amend the ISOC Procedures for Nomination and Election of Trustees such that the chair of the Elections Committee may be a Trustee, or Trustee Emeritus, with the qualification that the Trustee concerned is not standing as a candidate in the election.
Resolution 1998-22: Election of John Gage
RESOLVED, that John Gage be elected by the Board to serve out the uncompleted term of Jon Postel as Trustee of the Internet Society until a new trustee is elected to fill this position and takes office during the INET’99 event in June 1999.
Resolution 1998-23: Amendment of ISOC By-Laws
RESOLVED, that the ISOC Bylaws be amended to remove the words: “(as defined in Article VI, Section3, Clause(1) of these By-Laws)”
from ARTICLE II, Section 2 of the ISOC By-Laws.
Resolution 1998-24: 199 ISOC Budget
RESOLVED, to give leave to the ISOC Executive Committee to approve the 1999 ISOC budget, subject to the following conditions:
- changes in presentation of the budget, as recorded in the Board minutes,
- with leave to the CEO to approve an operating budget which varies by no more than USD $50,000 in total financial outcome from the approved budget, and
- incorporation of line expenditure items associated with the financial support of IANA functions
Resolution 1998-25: ISOC Budget Strategy
RESOLVED, that the Board states the strategic financial objective of achieving an organizational financial structure which includes an accumulation of no less than 6 months of operating expenses by January 2002.
Resolution 1998-26: Network Technology Workshop Budget
RESOLVED, to place an explicit entry in the annual ISOC budget to support the Network technology Workshop activity, and separate the Workshop and INET conference budgets.
Resolution 1998-27: ISOC Membership
RESOLVED, to develop and implement an approach to raising the level of individual membership of the Society, with the objective of enrolling 100,000 individual ISOC members by the year 2000.
Resolution 1998-28: ISOC Paper Publications
RESOLVED, that it is recorded as the sense of the Board to allow the suspension of production of the paper print version of the publication “OnTheInternet” within an adopted program of electronic publication.
Resolution 1998-29: ISOC Electronic Publications
RESOLVED, that it is recorded as the sense of the Board to endorse the expenditure of resources to support publication of “OnTheInternet” as an electronic publication.
Resolution 1998-30: Petition Period Definition
RESOLVED, that the ISOC Procedures for the Nomination and Election of Trustees be amended to allow petition candidates to file their petition with the chair of the Nominating Committee no later than 30 days following the announcement of nominated candidates.
Resolution 1998-31: ISOC Statement on Cryptographic Technology
RESOLVED, that in view of the developments under the Wassenaar Arrangement, the Board of Trustees of the Internet Society reiterates the position stated within RFC 1984. Export controls and usage controls are slowing the deployment of security at the same time as the Internet is exponentially increasing in social impact, and attackers are increasing in sophistication. Internet users are being placed in a dangerous position if they are forced to rely on insecure electronic communication through inappropriate restriction of the use of cryptographic technologies.
Resolution 1998-32: In Memory of Jonathan B. Postel
The Board expresses its deep sense of loss and mourning following the death of our fellow Trustee and friend, Jonathan B. Postel. Jon served as a Trustee from 1993 until his death in October 1998, and the Board, and the Internet Society, were the beneficiary of his good sense and practical approach to all matters considered by the Board. Goodbye Jon.
Resolution 1997-1: Confirmation of IAB Positions
RESOLVED, that the Board confirm the nominations of the IETF Nominations Committee to the IAB:
- Steve Deering
- Tony Hain
- Erik Huizer
- Cydi Jung
- Robert Moskow
- Charlie Perkins
Resolution 1997-2: Generic Top Level Domains Memorandum of Understanding
RESOLVED, that the Board endorses the generic Top Level Domains Memorandum of Understanding, and authorizes the President to sign the document on behalf of ISOC.
Resolution 1997-3: Appreciation of Claude Lemay
RESOLVED, that ISOC commends with gratitude Claude Lemay on his fundraising for INET’96.
Resolution 1997-4: Appreciation MIMOS and Telekom Malaysia
RESOLVED, that ISOC recognizes with gratitude the efforts of MIMOS and Telekom Malaysia to ensure the success of the ISOC 1997 Workshop.
Resolution 1997-5: Workshop Graduates ISOC Membership
RESOLVED, that the Board will provide a three year free ISOC membership to ISOC Workshop graduates, to be coordinated by specific solicitation of financial support.
Resolution 1997-6: INET’97 Appreciation
RESOLVED, that the Board commends the INET’97 Conference Chair, Tengku Mohd Azzman Shariffadeen, the INET’97 Program Chair, Professor John Hine, the INET’97 Program Committee, and the Malaysian host, MIMOS, on the success of INET’97.
Resolution 1997-7: INET’98
RESOLVED, that the ISOC Annual conference, INET’98, will be held in Geneva on 21 – 24 July 1998.
Resolution 1997-8: ISOC European staff member
RESOLVED, that the Board directs the Secretariat to work with the Geneva Chapter of ISOC to evaluate the establishment of an ongoing ISOC Staff presence in Europe.
Resolution 1997-9: NDSS’98
RESOLVED, that the Executive Committee will scrutinize the budget for NDSS’98 prior to adoption by ISOC.
Resolution 1997-10: ISOC 1996 Financial Report
RESOLVED, that the Board accepts the 1996 Financial Reports as a true and accurate state of the financial position of ISOC as of December 31 1996.
Resolution 1997-11: ISOC Gold Organisational Membership
RESOLVED, that the Board approves the establishment of a Gold Organisational Membership category, which allows the due accreditation of the organisational member in supporting ISOC, for an annual membership fee of USD 50,000.
Resolution 1997-12: ISOC Funding Objectives
RESOLVED, that the Board commits to raise USD 200,000 in annual membership dues by July 1997, USD 500,000 by December 1997, and a total of USD 1,000,000 in new membership by June 1998.
Resolution 1997-13: ISOC Individual Membership
RESOLVED, that the Board proposes a tiered individual membership structure to allow individuals to join at a higher membership fee. This proposal will be refined and implemented by the ISOC Secretariat.
Resolution 1997-14: Commendation to IAHC
RESOLVED, that the Board commends the IAHC on their efforts and outcomes relating to the gTLD name structure, noting the importance of the gTLD structure in ensuring the stability of further growth of this critical component of Internet infrastructure.
Resolution 1997-15: Commendation to Bruno Lanvin
RESOLVED, that the Board thanks with gratitude Bruno Lanvin in chairing the Geneva gTLD meeting May 1997, noting the success of the meeting was materially assisted by his efforts.
Resolution 1997-16: iPOC
RESOLVED, that the Board requests iPOC to take appropriate steps with the relevant anti-trust enforcement bodies to consult and seek guidance as to conformance with relevant legislation.
Resolution 1997-17: ISOC Chapter Policy
RESOLVED, that the Board adopts the following document as the ISOC Policy on the Establishment and conduct of Chapters of the Internet Society:
This document describes the Society’s policies and procedures in the establishment and conduct of chapters of the Internet Society
1. Establishment of Chapters
Any responsible party may submit a request to establish a chapter to the ISOC Secretariat.
ISOC’s Vice-President for Chapters (or designee) will consult with the ISOC Executive Director on the matter and provide some immediate response to the requesting party regarding the feasibility of establishing such a chapter.
The requesting party will then provide a detailed written charter for the proposed chapter, addressing all of the items contained in this policy statement and guideline.
Upon receipt of the final draft charter, a second review will be undertaken by ISOC and approval made by the Vice-President for Chapters in consultation with the Executive Director and the President.
If the response at any point in establishing a chapter is negative, the party can appeal directly to the Board of Trustees. Final approval of chapters lies with the Board of Trustees.
2. Purpose of Chapters
Chapters of the Internet Society serve the Society’s purposes by serving the interests of a segment of the global Internet community through a local presence, focus on local issues and developments, including cultural, commercial and use of local languages. Every chapter shall have an explicit statement of purpose.
3. Scope of Chapters
Chapters may be established on a non-exclusive basis to cater to the needs of any specific, cohesive community of interest. Generally this will be a regional community within national boundaries.
Where a significant overlap of the defined communities arises from the proposed creation of a new chapter, a compelling reason must exist for such a redundancy. This does not preclude formation of City/State/Province/Department chapters where a chapter already extends to national boundaries.
4. Funding of Chapters
Chapters will generally be funded by local membership dues or grants.
Chapters may also generate funds as follows:
Organizational members of ISOC may become organizational members of chapters by paying a supplemental fee, to be determined by the Chapter, directly to the Chapter.
An organization may become an “Individual Membership Partner” whereby it pays the ISOC membership fees for a minimum of five individuals and receives local chapter recognition for the organisational support.
Chapters may solicit funds from local organizations to support chapter activities.
Dues may be charged for chapter individual memberships in addition to the dues that the individual member pays to ISOC.
5. Public Positions and Statements
Specific officials of chapters may make public statements and take public positions as long as such statements are:
Related to and advance the purposes of the Internet Society
Not contrary to a position taken by the Board of Trustees
Prepared and presented in a professional manner
Not likely to give rise to any significant liability of a legal or juridical nature.
Where there is any question regarding the appropriateness of a public position or statement, the chapter is expected to consult with the Society’s headquarters. If the statement is one made before a governmental body outside of the national boundaries of the country within which the chapter is located, such consultation is mandatory and prior approval must be obtained.
The Society’s headquarters shall be informed of all significant public positions and statements taken or issued by a chapter, preferably in advance, but in any case within 24 hours after issuing the statement.
All public positions and statements made by a chapter shall clearly indicate the source as the “- – Chapter of the Internet Society”.
6. Members
All individuals and organizations falling within the defined scope of the chapter shall be eligible for membership without discrimination except for just cause.
All members of a chapter shall also be members of ISOC. Membership is not necessary, however, for participation in the activities of the society or its chapters.
The Chapter shall have at least 25 financial individual members of ISOC
7. Liabilities
The Internet Society shall not be liable for any act or omission or incurred liability of any kind of any Chapter.
8. Organization
Chapters will be encouraged but not required to constitutes themselves as not-for-profit corporate persons.
Chapters will have as a minimum a defined Board of Directors, Officers, a written charter, members and a fixed corporate address.
Chapters will be responsible for maintaining a current list of members that is available to the Internet Society Secretariat at all times. Arrangements may be made for the Internet Society Secretariat assisting chapters in this task.
Chapters may be subject to an annual review conducted by the ISOC Secretariat, or by an individual appointed by the ISOC Secretariat, to ensure that the chapter is adhering to ISOC and Chapter policies and procedures.
Chapters must submit to ISOC the chapter’s annual financial report, annual activity report, and other reports as may be requested by ISOC.
Chapters will have their status reconfirmed by the ISOC Secretariat at least once every 36 months.
9. Activities
A Chapter may undertake any activity reasonably related to and in furtherance of the purposes of the Internet Society in its scope of jurisdiction.
Resolution 1997-18: ISOC Membership for Developing Countries
RESOLVED, that the Board adopts a lower schedule of individual membership fee, namely $12 pa, without the provision of membership publication materials, to be made available to citizens of certain developing countries.
Resolution 1997-19: IETF Secretariat
RESOLVED, that the Board empowers the President of ISOC to enter into discussions with CNRI with the aim of establishing a contract with CNRI for the provision of IETF Secretariat functions.
Resolution 1997-20: Appreciation of Larry Landweber.
RESOLVED, that the Board of Trustees expresses its profound appreciation to Larry Landweber, noting in particular Larry’s successful efforts in regularizing the relationship between ISOC and the IETF, and the support of the IAHC initiative during his term as Chairman of the Board of Trustees, and also noting his valued contribution as a long standing Vice-President for Conferences to the INET Conferences.
Resolution 1997-21: Appreciation of Emeritus Trustees Goto, Hahn and Kalin.
RESOLVED, that the Board of Trustees expresses its appreciation to Emeritus Trustees Goto, Hahn and Kalin for their support given to ISOC while serving as a Trustee of the Society.
Resolution 1997-22: Vice-President for Organizational Members.
RESOLVED, that the Board of Trustees establish the office of Vice-President for Organizational members to ensure that due focus and attention is provided to this area of ISOC support.
Resolution 1997-23: 1998 ISOC Nomination and Trustee Election Committee Timetable
RESOLVED, that the Board of Trustees adopt a timetable for the 1998 Trustee nominations and election process in accordance with the procedures of Resolution 94-19, commencing with the opening of the Nominations period on December 1, 1997. The timetable to be adopted is as follows:
December 1, 1997: Nominations Period Opens
December 30, 1997: Nominations Period Closes
January 9, 1998: Nominations Committee Announcement
February 23, 1998: Petition Period Closes
February 24, 1998: Candidate Announcement
March 24, 1998: Ballots Posted
April 1, 1998: Election Period Opens
May 30, 1998: Election Date
June 1, 1998: Challenge Period Opens
June 10, 1997: Elections Committee Certifies Result
June 20, 1998: Challenge Period Closes
July 10, 1998: ISOC Response to Challenge Period Closes
July 20, 1998: ISOC Board of Trustees Annual General Meeting
Resolution 1997-24: Nomination of POC members.
RESOLVED, that the Board of Trustees selects POC members by the following process:
- The Board undertakes an open call for nominations to the POC to the ISOC membership.
- Following closure of the Nominations period the President shall forward to the Board a full list of nominations and recommendations as to potential POC candidates.
- The Board will make the final selection via an electronic vote of the Board, using the adopted electronic voting procedure.
Resolution 1997-25: Legal Proceedings.
RESOLVED, that the Board of Trustees endorses the approach advocated by Finnegan, Henderson, Farabow, Garrett and Dunner to proceed to a resolution of the legal action with Internet, Inc.
Resolution 1997-26: ISOC Audit Committee
RESOLVED, to appoint Christian Huitema (chair), Michael Conn and Tim O’Reilly to the ISOC Audit Committee.
Resolution 1997-27: INET’98 Bank Account
RESOLVED, that the Board of Trustees authorizes the President of ISOC to establish a Swiss Franc account and a U.S. dollar account, as needed, with a Swiss bank to support the financial operations of the INET’98 Conference and related events.
Resolution 1997-28: ISOC General Counsel
RESOLVED, to accept Mr Stuart D. Levi, Esq., of the law form Skadden, Arps, Slate, Meagher & Flom LLP, to be the Internet Society General Counsel.
Resolution 1997-29: gTLD Policy Oversight Committee appointments
RESOLVED, to nominate Mr Christopher Wilkinson and Mr David Maher as ISOC nominations to the gTLD Policy Oversight Committee.
Resolution 1997-30: gTLD Policy Oversight Committee appointment term
RESOLVED, to nominate that Mr Christopher Wilkinson be appointed for a three year term on the gTLD Policy Oversight Committee.
Resolution 1997-31: INET Conferences
RESOLVED, to operate the INET conferences on a business basis that ensures INET conferences become a source of income to ISOC with low levels of financial risk to the Society.
Resolution 1997-32: INET’98 Conference Budget
RESOLVED, that the INET’98 Conference Committee prepare a conference budget for INET’98 which uses levels of registration and sponsorship levels as encountered in previous INET conferences, for consideration by the Board no later than January 6 1998.
Resolution 1997-33: INET Conferences
RESOLVED, that the Vice President for Conferences advise the Board of the impact of setting surplus targets of USD 1M for each of INET’99 and INET’2000, and that this advice be tendered to the Board by March 1998
Resolution 1997-34: ISOC Chapters Liaison
RESOLVED, that the position of ISOC Chapters Liaison be established, and Alan McCluskey be initially appointed to this position.
Resolution 1997-35: ISOC Chapter Guidelines
RESOLVED, that the ISOC Chapter guidelines be amended to remove the phrase “except for just clause” from the membership provisions for ISOC Chapters.
Resolution 1997-36: ISOC Geneva Office
RESOLVED, that the Board accepts the funding offer of the Geneva Borse to support a continuing ISOC presence in Geneva, commencing immediately following INET’98, and for this to be reviewed six months following the establishment of this office.
Resolution 1997-37: IANA Evolution
RESOLVED, that the ISOC Executive Committee take an active role in the evolution of the IANA proposals and inform the Board on progress of this activity on a regular basis.
Resolution 1997-38: IANA Briefing
RESOLVED, that various IANA evolutionary models be presented to the ISOC membership for discussion by the membership and for note by the Board and IANA.
Resolution 1997-39: 1998 ISOC Trustee Nomination and Election Timetable
RESOLVED, that the Board of Trustees adopt a timetable for the 1998 Trustee nominations and election process, in place of Resolution 97-23, in accordance with the procedures of Resolution 94-19, commencing with the opening of the Nominations period on December 15 1997. The timetable to be adopted is as follows:
December 15, 1997: Nominations Period Opens
January 15, 1998: Nominations Period Closes
January 23, 1998: Nominations Committee Announcement
February 23, 1998: Petition Period Closes
February 24, 1998: Candidate Announcement
March 24, 1998: Ballots Posted
April 1, 1998: Election Period Opens
May 30, 1998: Election Date
June 1, 1998: Challenge Period Opens
June 10, 1997: Elections Committee Certifies Result
June 20, 1998: Challenge Period Closes
July 10, 1998: ISOC Response to Challenge Period Closes
July 20, 1998: ISOC Board of Trustees Annual General Meeting
Resolution 1997-40: General Counsel Waiver
RESOLVED, that the Internet Society waive any potential conflict of interest with regard to the Society’s General Counsel, Skadden, Arps Slate, Meagher & Flom LLP, and Mr Stuart D. Levi Esq., also providing legal services to the Policy Oversight Committee.
Resolution 1997-41: IETF Funding for 1998
RESOLVED, to include a budgeted expenditure of USD 250,000 to support the activities of the IETF within the 1998 ISOC budget.
Resolution 1997-42: ISOC 1998 Budget
RESOLVED, to accept the ISOC 1998 budget, limiting expenditure regarding the INET portion to new expenses of up to USD 25,000, for enabling ISOC operations over the month of January.
Resolution 1996-1: ISOC By-Laws changes relating to Charter member issues and agreements
RESOLVED, that the By-Laws of the Society shall be and hereby are amended as follows:
- Article II, Section 2 is replaced by the following:
Section 2. The Board of Trustees is authorised from time to time, to make arrangements for the election of voting Trustees by the Regular Individual Members of the Society (as defined in Article VI, Section 3, Clause (1), of these By-Laws), such that the total number of Trustees shall not exceed twenty.
The President shall serve ex-officio as a non-voting Trustee.
With the exception of the President, all Trustees shall be elected by the Regular Individual Members of the Society or shall be appointed by the Board to fill a vacancy which arises because an elected Trustee has ceased to serve.
Any vacancy which arises because an elected or appointed Trustee has ceased to serve may be fill by appointment by the Board until a new Trustee is elected to fill this position for the remainder of the term, in an election of Trustees by the Regular Individual Members of the Society.
All Trustees appointed by the Board shall be by the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office.
The Board shall seek to among the Trustees representative individuals from industry, from educational and nonprofit organisations and from government. The Board may also make such arrangements as it deems appropriate for the terms of Trustees to be staggered. A Trustee may serve additional terms provided that the number of successive terms shall not exceed two, except that service as an appointed Trustee prior to July 1995 shall not be counted in this computation.
- In Article II, Section 10, second sentence, delete the phrase “… and in Article VI, Section 2 (1)(c) relating to Charter Members,…”
- In Article V, delete sub-Section 2(1) in its entirety and renumber sub-Sections 2(2) and 2(3) accordingly.
- In Article VI, Section 1, replace the entire section with the following text:
Section 1. In the event of the dissolution of the Society, the assets of the Society shall be distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501(c)(3) of the U.S. Internal Revenue Code (or corresponding section of any future U.S. Federal Tax Code.
- In Article VII, Section 1, delete the phrase “..; provided, however that no amendment may be made which adversely affects the rights of a Charter Member without the unanimous consent of all then-existing Charter Members.”
- In Article IV, Section 5, replace the entire section with the following text:
Section 5. The President shall serve ex-officio as a non-voting member of the Board of Trustees.
Resolution 1996-2: ISOC By-Laws changes relating to Charter member issues and agreements
RESOLVED, that the By-Laws of the Society shall be and hereby are amended as follows:
- In Article II, Section 1, sentence 1, remove the phrase: “… (excluding any non-voting Trustees)…”
- In Article II, Section 1, remove the second sentence: “The persons designated in the Articles of Incorporation as Initial Trustees shall hold office until such time as their respective successors are appointed or elected and qualify.” in its entirety
- In Article II, Section 1, strike the word “thereafter” from the sentence which reads: “Each Trustee appointed or elected thereafter shall hold office…”, to read: ” Each Trustee appointed or elected shall hold office…”.
- In Article II, Section 10, replace sentence 1 in its entirety to read:
At all meetings of the Board, a majority of the voting members of the Board of Trustees then in office shall constitute a quorum for the transaction of business and the act of the majority of the Trustees present at any meeting at which a quorum is present shall be the act of the Board.
Resolution 1996-3: Offer of Position of President and CEO
RESOLVED, that Donald Heath shall be offered the position of President and Chief Executive Officer of the Internet Society. The Chair, working with the Executive Committee is authorized to negotiate and sign, on behalf of ISOC, an employment contract with Heath.
Resolution 1996-4: IAB Nominations
RESOLVED, that the Board accept the IETF Nominations Committee nominations for membership of the Internet Architecture Board:
Steve Bellovin
Brian Carpenter
Jon Crowcroft
Robert Elz
John Klensin
Radia Perlman
Resolution 1996-5: International Top Level Domains
RESOLVED, that the Board of Trustees of the Internet Society endorse in principle the proposal “New Registries and the Delegation of International Top Level Domains”, dated June 1996 by Jon Postel, and approve the role assigned to the Internet Society in this proposal. The Board authorises Postel, in his IANA role, to refine the proposal to include a business plan for review and approval by the Board.
Resolution 1996-06. INET’97 Arrangements
RESOLVED, that the Board of Trustees of the Internet Society endorse the proposal to host INET’97 in Kuala Lumpur, Malaysia and MIMOS as the local host, subject to the conclusion of an agreement with ISOC that is approved by the President of ISOC.
Resolution 1996-6: INET’97 Arrangements
RESOLVED, that the Board of Trustees of the Internet Society endorse the proposal to host INET’97 in Kuala Lumpur, Malaysia and MIMOS as the local host, subject to the conclusion of an agreement with ISOC that is approved by the President of ISOC.
Resolution 1996-7: 1997 ISOC Nomination and Trustee Election Committee Timetable
RESOLVED, that the Board of Trustees adopt a timetable for the 1997 Trustee nominations and election process in accordance with the procedures of Resolution 94-19, commencing with the opening of the Nominations period on November 1 1996. The timetable to be adopted is as follows:
- November 1, 1996 Nominations Period Opens
- November 30, 1996 Nominations Period Closes
- December 9, 1996 Nominations Committee Announcement
- January 13, 1997 Petition Period Closes
- January 14, 1997 Candidate Announcement
- January 29, 1997 Election Period Opens – Ballots posted
- April 21, 1997 Election Date
- April 22, 1997 Challenge Period Opens
- May 1, 1997 Elections Committee Certifies Result
- May 11, 1997 Challenge Period Closes
- May 31, 1997 ISOC Response to Challenge Period Closes
- June 23, 1997 1997 ISOC Board of Trustees Annual General Meeting
Resolution 1996-8: ISOC Board of Trustees Internal Procedures
RESOLVED, that the Board of Trustees adopt the following procedures:
1 Board of Trustees Meetings
The basic working procedures for the BoT are defined in the ISOC By-Laws. These internal procedures provide additional roles for the preparation and conduct of such meetings.
1.1 Agenda Items for Board of Trustee Meetings
Any ISOC Board member may demand an item to be included in the agenda. Items from other sources may be included at the discretion of the ISOC Chairman.
Where a decision is requested a written proposal must be supplied either on paper or electronically.
Agenda items and documents for inclusion in those items must be in the hands of the ISOC Secretariat at least four weeks before the meetings. Agenda items and documents received after that date will only be included at the discretion of the ISOC Chairman.
The Agenda and documents or a meeting will be dispatched by both post and by electronic mail to all ISOC Trustees and ISOC staff members taking part in the meeting three weeks before the meeting.
Unless otherwise marked the agenda and all documents are in the public domain.
The agenda will contain the standing items:
- Minutes of last meeting and matters arising
- President’s report
- Conference report
- Publication report
- Finance
- Elections if any
- Items submitted by members
1.2 Minutes of Board of Trustee Meetings
The Secretary shall produce minutes of a meeting as soon after the meeting as possible. After approval by the ISOC Chairman the minutes shall be circulated electronically to the ISOC-BoT list for correction. Normally, this circulation should take place no later than two weeks after the meeting. Three weeks after circulation and after any corrections to the minutes will be frozen as “draft”. The minutes will be approved at the subsequent Board of Trustees meeting.
Reports of the meeting based on the minutes, but excluding any personal matters or matters which may prejudice ISOC contractual negotiations, will be published as soon as the draft, respective final minutes are available.
1.3 Content of minutes of Board of Trustees Meetings
Minutes will normally consist of a record of the decisions taken by the Board of Trustees and comments explicitly requested by members for inclusion. The minutes will contain an action list with names responsible for the actions.
1.4 Publication of minutes and papers of Board of Trustees Meetings
All minutes and papers will be catalogued and held electronically, where this is possible, in a suitable database. Access to all papers, except those deemed to be confidential by the Board of Trustees, will be freely available.
Where possible papers will be drawn up in accordance with ISOC1.1993, Guidelines for the production of ISOC documents.
1.5 The Chairman of the Board of Trustees Meeting
The Chairman of the meeting will be the ISOC Chairman of the Board or in his absence the ISOC President or n his absence a Vice-President, or in their absence the Secretary, or in their absence the Treasurer.
1.6 Closed sessions of the Board of Trustees Meetings
When an item to be discussed is likely to result in the disclosure of financial, personal or other sensitive information, which may prejudice ISOC contractual negotiations, it is at the discretion of the Board to declare the session close to participants other than Board members.
2 Election procedures
The following election procedures are to be followed at the ISOC Board meeting when elections are required by the By-Laws.
2.1 Officers to be elected
- Chairman
- Vice-Presidents
- Treasurer
- Secretary
in this order.
2.2 Nominations
Nominations must be from a Trustee in writing or by electronic mail.
Nominations will close immediately before the agenda item for the election. Nominations must be submitted to the ISOC staff in charge of the meeting. A nomination will only be valid if the candidate declares in writing or by electronic mail that he/she is willing to take office if elected.
A candidate who fails to be elected for a post may be nominated for a subsequent post.
2.3 Voting
If there is only one candidate for a position, this candidate will be declared elected.
If there are two candidates, an election will be necessary. A simple majority will elect one candidate. In the event of a tie, the chairman of the meeting will have the tie-breaking vote.
If there are more than two candidates, and if no candidate has an absolute majority of votes cast then the candidates receiving the highest number of votes will go to a new ballot, and a new vote will be called.
Voting will be by secret ballot. The ISOC staff and a person appointed by the Board will act as tellers.
3 Electronic distribution lists
3.1 Board of Trustees
Board members, observers appointed by the ISOC Advisory Council, Officers and members of ISOC staff may be members of the ISOC-BoT list.
The list shall be regarded as confidential.
3.2 Executive
Executive members and the ISOC President/CEO may be members of the ISOC-EXEC list.
The list shall be regarded as confidential.
4 Electronic Voting
In order to do business between meetings the following procedures for electronic voting have been decided.
4.1 Call for a vote
Any Trustee can at any time submit a proposal for electronic voting and act as “Vote Administrator (VA)”.
4.2 The Proposal
The VA poses the proposal to the Board of Trustees and gives a time limit for initial comment (typically two weeks).
4.3 Amended proposals
At the close of that limit, or more frequently if comments are substantial, the VA recasts the proposal in light of what he sees as an emerging consensus and items for continuing discussion. As long as, in the judgement of the VA, new information is emerging from the discussions, the issue will be periodically restated with a new time limit for response.
4.4 Closure for voting
When it is the judgement of the VA that further discussion on the issue is not meaningful, or at the request of a trustee, the proposal is called for electronic voting with a dead-line for voting. Votes must be sent to the BoT list so that all trustees can audit the outcome.
4.5 Requirements
For an electronic vote to be conclusive, the vote of the majority of the trustees must be received. It is up to the VA to make sure that the majority votes (this may require phone calls, etc.).
4.6 Voting options
The electronic voting options are: Yes/No/Abstention/Veto. The veto option is to be selected by a trustee if he determines that the issue has not been vetted to his satisfaction and therefore wishes to reopen discussion.
4.7 Results of a veto
Upon a veto, the in-progress electronic vote is cancelled and the process reverts to the discussion stage or is referred to an in-person meeting at the VA’s discretion.
4.8 Change of vote
Up to the time the VA has announced the result, any member may change his vote, including a veto.
4.9 Result
Upon resolution of an electronic vote (closure or referral to an in-person meeting), the VA will state the issue and the result to the ISOC Secretary for recording in the relevant minutes.
4.10 Conditions for positive vote
A proposal is accepted if the majority of the trustees give a positive vote. For decisions where a larger majority is required by the ISOC By-Laws, that rule will prevail.
4.11 Ratification
Decisions will be placed on the agenda of the next Board of Trustees meeting for ratification, unless the unanimous written consent of the Trustees has been obtained. Unless unanimous written consent is obtained the electronic vote has no binding force and no consequent irreversible actions can be taken by the Society.
Resolution 1996-11: Adoption of POISED Documents
RESOLVED, that the Board accept the POISED Documents: The Organisations Involved in the IETF Standards Process, IAB and IESG Selection, Confirmation, and Recall Process: Operation of the Nominating and Recall Committees, and The Internet Standards Process — Revision 3, and accept the responsibilities of ISOC as described in these documents.
Resolution 1996-12: Support of the IETF
RESOLVED, that ISOC confirms that the support of the IETF is the priority activity with respect to ISOC expenditure on activities.
Resolution 1996-13: 1997 ISOC Budget
RESOLVED, that the Board accepts the 1997 Budget. The Board notes provision for financial support for IETF activities to a budgeted expenditure level of USD 350,000. Total budget expenditure is USD 4,948,200, and income USD 5,031,176, with a budgeted net operating surplus for the year of USD 82,976.
Resolution 1996-14: Use of the term “Internet Society”
RESOLVED, that the term “Internet Society” and its logo should be used exclusively by the Internet Society and its duly authorised affiliated bodies. The Board authorises the ISOC Secretariat to take appropriate actions to implement this policy.
Resolution 1996-15: Electronic return of Election Ballots
RESOLVED, that ISOC Board Resolution 94-19 be amended to allow the inclusion of electronic and fax return of election ballots as a valid return of the voting ballot.
Resolution 1996-16: Signature of Candidate Petitions
RESOLVED, that the Board amends the Procedures for Nominations and Election of Trustees to allow the use of a member’s name and email address as a valid signature for the purposes of signing a petition to support a petition candidate, subject to verification where the petition candidate achieves the necessary quota.
Resolution 1996-17: ISOC Advisory Council Charter
RESOLVED, that the Board approves the ISOC Advisory Council Charter.
Resolution 1995-1: 1995 IAB Nominations
RESOLVED, that the Board of Trustees confirms the nomination of:
- Yakov Rekhter
- Elise Gerich
- Jay Allard
- Robert Moskowitz
- Erik Huizer
- Chris Weider
to serve on the Internet Architecture Board.
Resolution 1995-2: Assumption of Office of Elected Trustees
RESOLVED, that the term of office of elected Trustees shall commence at the adjournment of the next Board meeting following the completion of the Election process. The term of office for departing Trustees shall end at the adjournment of the next Board meeting following the completion of the Election process. The Board meeting is defined as having one agenda, which may extend over several days. The new Board may convene an organisational meeting after the completion of the meeting of the outgoing Board.
Resolution 1995-3: 1996 ISOC Nomination and Trustee Election Timetable
RESOLVED, that the Board adopts a Timetable for the 1996 Trustee nomination and election process in accordance with the procedures of Resolution 94-19:
| November 1 1995 | Nominations Period Opens |
| December 31 1995 | Nominations Period Closes |
| January 15 1996 | Nominations Committee Announcement |
| February 14 1996 | Petition Period Closes |
| February 15 1996 | Candidate Announcement |
| March 1 1996 | Election Period Opens – Ballots posted |
| April 30 1996 | Election date |
| May 1 1996 | Challenge Period Opens |
| May 10 1996 | Elections Committee Certifies Result |
| May 20 1996 | Challenge Period Closes |
| June 9 1996 | ISOC Response to Challenge Period Closes |
| June 9 1996 | Completion of Election Process |
Resolution 1995-4: Amendments to ISOC ByLaws
RESOLVED, that the following amendments are to be applied to the ISOC ByLaws:
- Delete Article II, pertaining to the Initial Period of Operations, in its entirety and redesignate succeeding Articles accordingly.
- In Article III, Section 1, second sentence, delete the phrase “… for a portion of, or all of, the Society’s Initial Period of Operations…”
- In Article III, Section 2, last sentence, amend the final phrase to read “… except that service as an appointed Trustee prior to July 1995 shall not be counted in this computation.”
- In Article V, delete Section 1 in its entirety except for the following sentence: “Any vacancy in an officer position shall be filled by an individual elected by the affirmative vote of at least a majority of the members of the Board of Trustees then in office.”
- In Article V, Section 2, delete the following phrase in the second sentence: “Except as specified in Section 1 of this Article,…”
- In Article V, Section 2, delete the following phrase in the third sentence: “After the Society’s Initial Period of Operations,…”
- In Article V redesignate Section 2 to Section 1, and Section 1 to Section 2.
- In Article VI, sub-Section 2(3), delete the second sentence reading: “Founding Member status is not available to an organisation which is a Start-up Member.”
- In Article VI, sub-Section 4(1)(a), change the word “contributes” to “contributed”.
- In Article VI, sub-Section 4(1)(b), change the phrase “is organised” to “was organised.”
- In Article VII, delete Sections 1 and 2 and renumber the other sections accordingly.
Resolution 1995-5: Casual Vacancies on the Board of Trustees
RESOLVED, that the Board adopts the procedure that, where a casual vacancy exists on the Board of Trustees which is to be filled by an elected Trustee in the next election, the vacancy shall be deemed to be filled by the candidate elected with the least number of votes in the election. The Board will determine the period of office for the casual vacancy to be one term of office at it relates to the provisions of the ISOC ByLaws.
Where multiple casual vacancies exist the elected candidate with the least number of votes will be deemed to fill the casual vacancy with the shortest period remaining, the elected candidate with the second smallest number of votes will be deemed to fill the next shortest casual vacancy, and so on.
A casual vacancy is defined to have occurred where a Trustee does not complete the three year term of office, and the casual vacancy is defined to exist until the expiration of the three year period associated with the original incumbents’ election.
Resolution 1995-6: Audited 1994 ISOC Financial Statements
RESOLVED, that the Board accept the audited 1994 Financial Statement as a true and accurate record of the financial position of ISOC for 1994.
Resolution 1995-7: ISOC Support to the IETF
RESOLVED, that the Board expend the sum of up to USD 125,000 in supporting the activities of the IETF over the period July – December 1995. The expenditure is to be directed by the Chair of the IETF under the purview of the ISOC Vice-President for Standards, for the purpose of providing flexibility of resourcing to the IETF and IESG outside of the existing IETF Secretariat funding.
Resolution 1995-8: ISOC Support of APNIC
RESOLVED, that the Board will provide organisational hosting to the operation of the Asia Pacific Network Information Centre.
Resolution 1995-9: US Trademark Action
RESOLVED, that the Board empower the ISOC negotiators to seek possible terms of settlement in the US trademark action.
Resolution 1995-10: Appreciation of Executive Director<
RESOLVED, that the Board express its appreciation of the Executive Director and his energetic efforts over the past 18 months in this role.
Resolution 1995-11: Appreciation of Vint Cerf
RESOLVED, that the Board expresses its profound appreciation to Vint Cerf for his tireless efforts as inaugural President of ISOC.
Resolution 1995-12: 1996 ISOC budget
RESOLVED, that Board accepts the 1996 ISOC budget, with a proposed revenue of USD $1,411,999, expenditure of USD $1,487,000, and an operating deficit of USD $76,000.
Resolution 1995-13: By-Laws Amendment relating to the establishment of an employed President.
RESOLVED, that the ByLaws of the Society shall be and hereby are amended as follows:
- In Article II, Section 2, insert at the beginning of the third sentence:
Except for the president,
and delete the following from the last sentence:
a trustee during the Initial Period of Operations shall not be counted in this computation, except that service as
- In Article II, Section 7, insert the following immediately after the words “or by vote at a meeting of the Board, or by the”
Chairman, or by the
and delete the following:
or by the Executive Director of the Society
- In Article II, Section 10, delete the following
and to the Executive Director,
- In Article IV, delete Section 1 in its entirety and replace it with the following:
The officers of the Society shall, at a minimum, consist of a Chairman, a President, a Treasurer and a Secretary, Except for the President, who shall be appointed as set forth in Section 4 below, each officer shall be elected for a one-year renewable term by the affirmative vote of at least a majority of the members of the Board of Trustees then in office. The Chairman shall be selected from among the members of the Board of Trustees who have been elected by the Regular Individual Members of the Society. A person shall not hold more than one office at a time.
- In Article IV, delete Sections 4 and 5, and replace them with the following:
Section 4. The Chairman of the Society, with the approval of the affirmative vote of at least a majority of the members of the Board of Trustees then in office, shall have the authority to appoint the President of the Society, who shall function as the Society’s Chief Executive Officer and shall be responsible for the day-to-day conduct of the Society’s activities. The President shall perform his duties subject to the direction of the Board of Trustees, and for such compensation and on other terms and conditions as the Board of Trustees shall determine.
Section 5. The President shall serve ex officio as a voting member of the Board of Trustees.
- In Article IV, Section 6, insert the following immediately before the beginning of the first sentence:
Except for the President of the Society, who shall be compensated as determined by the Board of Trustees under Section 4 above,
- In Article IV, Section 7, inset immediately before the beginning of the second sentence:
Except for the President, who may be removed as provided below,
and insert the following after the last sentence:
The President may be removed by the vote of a majority of members of the Board of Trustees then in office, and in accordance with the termination provisions of the President’s employment contract.
- In Article IV, Section 8, insert immediately before the beginning of the first sentence:
Except for the President, whose duties shall be prescribed by the Board of Trustees under Section 4 above and detailed in the employment contract,
- In Article IV, Section 9, substitute “Chairman” for President” each time it appears
- In Article VI, Section 2, substitute “Chairman” for “President”
Resolution 1995-16: By-Laws Amendment relating to Charter Members of ISOC
RESOLVED, that the ByLaws of the Society shall be amended, effective as of the conclusion of the Montreal July 1996 meeting of the ISOC Board of Trustees, conditional on ratification by the Boards of the Charter Members prior to the Montreal, as follows:
- In Article II, Section 2, second sentence, delete the phrase:
Each of the Charter Members of the Society (as specified in Article VI, Section 2, of these ByLaws) shall at all times have a right to designate one Trustee who shall thereupon be appointed by the Board; with this exception,
- In Article II, Section 10, second sentence, delete the phrase:
and in Article VI, Section 2 (1) (c) relating to Charter Members,
- In Article V, delete Sub-Section 2 (1) in its entirety and renumber sub-Sections 2 (2) and 2 (3) accordingly.
- In Article VI, Section 1, replace the entire section with the following text:
Section 3. In the event of the dissolution of the Society, the assets of the Society shall be distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501(c)(c) of the U.S. Internal Revenue Code (or corresponding section of any future U.S. Federal tax code).
- In Article VII, Section 1, delete the phrase:
; provided, however that no amendment may be made which adversely affects the rights of a Charter Member without the unanimous consent of all then-existing Charter Members
Resolution 1995-17: ISOC Advisory Council Charter
RESOLVED, that the Advisory Council shall act in accordance with an Advisory Council charter, which shall be adopted by the ISOC Board of Trustees
Resolution 1995-18: Trademark Registrations
RESOLVED, that ISOC should make recommendations for open use of the term “internet” and to warn against inclusion of the names of structural components of the DNS in trademarked names to all trademark administrations, world wide.
Resolution 1995-19: Staff Matters
RESOLVED, that the Board delegate to the Executive Committee the responsibility to assign salary increases for staff for 1996.
Resolution 1995-20: Chapter Formation approval
RESOLVED, that Board approved the process whereby the Vice-President for Chapters may, at his discretion, determine to approve the formation of an ISOC Chapter in such cases where the minimum criteria for chapter formation are not formally met, on submission of justifying information.
Resolution 1995-21: Nominations Committee
RESOLVED, that the ISOC Nominations Committee shall consist of 7 members, where 5 members shall constitute a valid quorum.
Resolution 1994-1: Financial Statements for ISOC Board of Trustees Meetings
RESOLVED, that the Board directs the ISOC Secretariat to formulate a cash budget and an accrual budget at all such times as when the ISOC budget is to be considered by the ISOC Board of Trustees.
Resolution 1994-2: Reserves for 1994 ISOC Budget
RESOLVED, that until further direction of the Board of Trustees, the financial reserves of the Society, estimated at USD 312,793 at December 31, 1993, are to be used to provide working capital for the operations of the Society, and shall not be encumbered for any other purpose.
Resolution 1994-3: Borrowing by ISOC
RESOLVED, that until further direction of the Board of Trustees, the President and the Executive Director are instructed to conduct the financial affairs of the Society such that debt beyond normal trade payments in not incurred.
Resolution 1994-4: 1994 ISOC Budget
RESOLVED, that subject to further review at the next regularly scheduled meeting of the Board of Trustees, the President is authorised to carry out the budget for calendar year 1994, which calls for total revenue of USD 967,500, total expenses of USD 965,456, and a budgeted surplus of USD 2,044. In the event of an actual or projected shortfall in revenue appropriate actions will be taken to reduce expenses such that a deficit is not incurred.
Resolution 1994-5: Audit Committee
RESOLVED, that the Board is to establish an Audit Committee, chartered to review ISOC financial procedures and report to the Board of Trustees on a continuing basis.
Resolution 1994-6: Executive Director Appointment
RESOLVED, that the Board confirms the appointment of Anthony Rutkowski as Executive Director of ISOC, to be appointed within terms consistent to that specified in the draft service agreement.
Resolution 1994-7: 1995 ISOC Elections
RESOLVED, that the Board form a committee to report to the Trustees on the proposed schedule for the 1995 Trustee elections, and propose any appropriate changes to the existing elections procedure.
Resolution 1994-8: ISOC Internal Procedures
RESOLVED, that the Board adopts the documented ISOC Internal Procedures, as amended.
Resolution 1994-9: Individual Membership Fees
RESOLVED, that the Board immediately set individual annual membership fees to USD 35, and record all renewed memberships which occurred on or after 1 January 1994 as a two year membership.
Resolution 1994-10: Non Voting Individual Membership
RESOLVED, that the Board establish a committee to investigate a proposal for the establishment of a new non voting class of individual membership of ISOC, and the committee is tasked to report on this matter at the next meeting of the Board.
Resolution 1994-11: Associate Organisational Members of ISOC
RESOLVED, that the Board Establish a new class of organisational membership of ISOC, Associate Organisational Member.
Resolution 1994-12: Friends of ISOC
RESOLVED, that the Board establish a new category of listed membership of ISOC, Friends of ISOC, with a minimum contribution to be determined by the President of ISOC at a level not less than double individual membership fees, for a listing period of 1 calendar year.
Resolution 1994-13: ISOC Chapters
RESOLVED, that the Board empowers the ISOC President to establish ISOC Chapter charter procedures in accordance with these principles, and to implement them:
- ISOC will approve the formation of regional chapters for the purpose of promoting local activity consistent with ISOC goals and charter.
- ISOC Regional Chapters will be designated by ISOC after approval by the President of a satisfactory application to ISOC.
- ISOC Regional Chapters shall consist of local groups of ISOC members.
Resolution 1994-14: Internet Standards Process
RESOLVED, that the Board establish a committee to finalise the document RFC1310bis with particular reference to legal and insurance implications and formulate a strategy by which this arrangement can be effected with the IAB, IESG and IAB. This committee is tasked with presenting the Board a codification of these practices, and should invite legal review by the appropriate US and European entities.
Resolution 1994-15: Financial Procedures
RESOLVED, that ISOC adopt the financial procedures as recommended by the Audit Committee, as an interim measure until such time as a manual describing the internal controls and accounting procedures to be used by ISOC for managing its finances has been adopted:
- In the absence of a full-time business office manager, the ISOC accountant shall hold all ISOC checks and be personally involved in all transactions that involve the expenditure of funds from the ISOC bank accounts.
- At least two parties shall be involved in all transactions that involve the expenditure of funds from the bank accounts. In particular, and to the extent possible, the requestor of a disbursementshould not be the one to sign the check.
- All revenue and expenditures of ISOC shall be properly vouchered.
- Provide quarterly financial updates to the Board of Trustees including at a minimum:
- the then current income statement and balance sheet and
- fiscal year projections in both cash and accrual form.
The projections shall be actual to date and estimates to the end of the year.
- Provide a plan to the Audit Committee by April 30, 1994 for management of cash, limiting bank exposure (ie. staying within FDIC insurance limits, and investment of current assets)
- If other than IRS guidelines are to be used for depreciation, please let the audit committee know as soon as possible. Else, we will assume the IRS guidelines will be used.
- Expense all items under $1000 and capitalize all long term assets of $1000 or more.
- Operate as near as possible to cash so as to avoid long-term ISOC obligations whenever possible.
- Develop and document reasonable travel policies for all ISOC travel (including employees, officers, trustees, contractors, consultants, etc) and provide to the Audit Committee before the next ISOC Board meeting.
- Develop compensation and fringe benefit guidelines for timely approval by the Board. The guidelines should require that employees be paid at prevailing wages for the job, area and level of experience.
- Obtain Board of Trustees approval for any additional benefits including especially non-cash benefits, if any.
Resolution 1994-16: 1994 IAB Nominations
RESOLVED, that the Board confirm the nominations of the IETF Nominations Committee for the following individuals to be members of the Internet Architecture Board:
- Christian Huitema (INRIA)
- Phill Gross (MCI)
- Robert Elz (University of Melbourne)
- Brian Carpenter (CERN)
- Lixia Zhang (Xerox PARC)
- Steve Crocker (Trusted Info Systems)
Resolution 1994-17: Amendment of the By-Laws
RESOLVED, with a vote of 15 in favour, 0 opposed and 0 Abstentions, that Article VII, Section 3 of the Internet Society By-Laws shall be amended by inserting the following provision at the end of such Section:
However, if the named recipient is not then in existence or is no longer a qualified distributee, or is unwilling or unable to accept the distribution, then the assets of the Society shall be distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501(c)(3) of the United States Internal Revenue Code (or corresponding section of any future United States Federal tax code).
Resolution 1994-18: Employee Benefits
RESOLVED, that the Board approves the provision of non-cash benefits to ISOC employees within the general guidelines of the draft Employee Benefits document provided to Trustees (dated 14 June 1994).
Resolution 1994-19: Procedures for Nomination and Election of Trustees (Supersedes Resolution
RESOLVED, that the Board adopts the following process for the nomination and election of ISOC Trustees.
Procedures for Nomination and Election of Trustees
1. Trustee Positions to be Filled
The Board of Trustees will advise the Nominating Committee of the number of Trustee positions to be filled by vote of the individual members at each annual election. The Board may also advise the Nominating Committee of its desires with respect to the backgrounds of individuals to be nominated in order to achieve the balance of experience and qualifications required by the provisions of By-Law Article III, Section 2, which provides that “the Board shall seek to have among the Trustees representative individuals from industry, from educational and nonprofit organizations and from government.”
1.1 Date of Election
The Board of Trustees will annually adopt a timetable for Trustee elections. The election date shall be not less than 40 days prior to the next Annual Meeting of the Society.
1.2 Use of Electronic Mail
All communications concerning the nomination and election of Trustees shall be in the form of electronic mail except the ballot, which shall be in the form of first class postal mail. Members of the Society who are not reachable by electronic mail may participate in the nomination process by postal mail.
2. Nominating Committee
The Board of Trustees will annually appoint a Trustee Nominating Committee. The Nominating Committee will consist of 5 individual members of the Society. The Chair of the Nominating Committee shall be a member of the Board of Trustees. At least 2 members of the Nominating Committee shall be individual members of the Society not currently serving in any elected or appointed capacity in the Society.
2.1 Nominations by Committee
The Nominating Committee will notify the members of the Society of the procedures for nominating individuals for election to the Board of Trustees, and will provide a minimum period for receiving nominations of 30 days. The number of individuals nominated shall exceed the number of Trustees to be elected.
2.2 Nominations by Petition
The Nominating Committee will notify the voting members of the Society of the names of individuals nominated by the committee for election to the Board of Trustees not less than 105 days prior to the date established for Trustee elections. Additional nominations for election to the Board of Trustees may be made by petition filed with the Chair of the Nominating Committee not less than 75 days prior to the election. Petitions may be filed electronically. The Nominating Committee shall specify the number of signatures of voting members required for petitions, which shall be at least fifty voting members of the Society, or 1% of the total number of voting members of the Society, whichever is greater.
2.3 Candidates for Election
The Nominating Committee will provide the names of a completed slate of candidates for election to the Elections Committee not less than 74 days prior to the election date.
3. Elections Committee
The Board of Trustees will annually appoint an Elections Committee composed of three voting members of the Society which will be responsible for establishing and supervising elections. The Chair of the committee shall be a Trustee whose term of office does not expire during the year of the election.
3.1 Eligibility to Vote
All individual members of the Society in good standing are eligible to vote. An individual member is in good standing if his or her annual dues are not more than 60 days past due on the date of mailing of the ballot.
3.2 Ballot
The Trustee election shall be conducted by written ballot of the individual members, which shall be mailed to each member of the Society in good standing not less than 60 days prior to the date of the election.
3.3 Voting
Each voting member will be entitled to as many votes as there are Trustee positions to be filled by vote of the members. Votes may be cumulated on behalf of one or more candidates for election. A member may use fewer than the total number of votes available if he or she so chooses.
3.4 Receipt of Ballots
All ballots for Trustee elections shall be received by the Chair of the Elections Committee by 5 pm local time on the day prior to the date of the election, at the place established by the Elections Committee for delivery of the ballots.
3.5 Counting of Ballots
The counting of ballots will take place on the election date, at a time and place established by the Elections Committee. At least two members of the Elections Committee shall be present at the counting of the ballots. The committee will establish procedures to ensure the privacy, validity and accuracy of all ballots.
3.6 Certification of Vote
The Elections Committee shall certify the results of the annual Trustee election to the Board of Trustees within 10 days following the election, forwarding a list of the candidates and the number of votes each candidate has received.
3.7 Challenges
No challenge to any Trustee nomination or election procedure or result may be brought except by an individual member in good standing. Any challenge must be addressed to the President of the Society with a recital of the reasons for the challenge, and must be received within 20 days of the election date. The President, after consultation with the Chairs of the Nominating and Elections Committees and the members of the Board of Trustees, shall advise the author of the challenge of the Board’s decision, which shall be final, within 40 days of the election date.
Resolution 1994-20: 1995 ISOC Nomination and Trustee Election Timetable
RESOLVED, that the Board adopts a Timetable for the 1995 Trustee nomination and election process in accordance with the procedures of Resolution 92-19, commencing with the opening of the Nominations period on December 1 1994. The Timetable to be adopted is as follows:
- December 1 1994 Nominations Period Opens
- December 31 1994 Nominations Period Closes
- January 15 1995 Nominations Committee Announcement
- February 14 1995 Petition Period Closes
- February 15 1995 Candidate Announcement
- March 1 1995 Election Period Opens – Ballots posted
- April 30 1995 Election date
- May 1 1995 Challenge Period Opens
- May 10 1995 Elections Committee Certifies Result
- May 20 1995 Challenge Period closes
- June 9 1995 ISOC Response to Challenge Period Closes
- June 13 1995 1995 Annual General Meeting
Resolution 1994-21: ISOC Mission Statement
RESOLVED, that the Board accept the following as a mission statement for ISOC:
General Character of the Organization
The Internet Society is the international organisation for global cooperation and coordination for the Internet and its internetworking technologies and applications.
Purposes and Goals of the Organization
Its principal purpose is to maintain and extend the development and availability of the Internet and its associated technologies and applications – both as an end in itself, and as a means of enabling organizations, professions, and individuals worldwide to more effectively collaborate, cooperate, and innovate in their respective fields and interests.Its specific goals and purposes include:
- development, maintenance, evolution, and dissemination of standards for the Internet and its internetworking technologies and applications;
- growth and evolution of the Internet architecture;
- maintenance and evolution of effective administrative processes necessary for operation of the glob al Internet and internets;
- education and research related to the Internet and internetworking;
- harmonization of actions and activities at international levels to facilitate the development and availability of the Internet;
- collection and dissemination of information related to the Internet and internetworking, including histories and archives;
- assisting technologically developing countries, areas, and peoples in implementing and evolving their Internet infrastructure and use;
- liaison with other organisations, governments and the general public for coordination, collaboration, and education in effecting the above purposes.
Operation of the Organization
The Internet Society operates through its international Board of Trustees, its International Networking Conferences and developing country workshops, its regional and local chapters, its various standards and administrative bodies, its committees and its secretariat. The Board of Trustees is headed by a President with the assistance of several officers.
Resolution 1994-22: ISOC Role relating to the Internet Standards Process
RESOLVED, that, on the matter of Internet Standards, the Board of Trustees intends to pursue the following course of action:
- to organise and manage an efficient and technically competent process for developing, adopting and maintaining Internet standards.
- to accept responsibility for identifying and securing appropriate levels of funding for standards related activities
- to endeavour to secure the broadest possible international acceptance of, and support for, Internet standards.
- to take all necessary steps to protect and indemnify those individuals participating in the standards process when acting in an official capacity within the processes and procedures adopted by the Board of Trustees.
Resolution 1994-23: ISOC Awards Committee
RESOLVED, that the Board establish an ISOC Awards Committee and initially task this Committee to prepare a description of an ISOC Awards program and associated funding implications.
Resolution 1994-24: Code of Ethics Statement
RESOLVED, that, on the basis that the Internet will only function effectively within a spirit of cooperation, the Board:
- Recognises the need for an Internet Code of Ethics and the importance of educating the community on this matter, and
- Recommends that the Internet Architecture Board and the ISOC Advisory Council be asked to draft an appropriate code of ethics for consideration by the ISOC Board of Trustees at their next meeting.
Resolution 1994-25: INET’94 Conference
RESOLVED, that the Board of Trustees of the Internet Society commends the Conference Committee of the 1994 INET/JENC Conference on a highly successful event. Under the leadership of General Chairman Geoff Manning, Program Chair Bernard Plattner, and the Local Arrangements Chair Jan Guntorad, a dedicated group of volunteers has given generously of their time and efforts in organising the premier international networking meeting of 1994.
The Board also wishes to recognise the special efforts of RARE staff members Marieke Dekker, Judith Kiers and John Martin, and Liz Barnhart of EDUCOM, whose work contributed significantly to the high quality of the conference.
Resolution 1994-26: INET’94 Internet Workshop for Developing Countries
RESOLVED, that the Board of trustees of the Internet Society commends the Organisers and Instructors of the 1994 Workshop for Developing Countries, held in conjunction with the INET’94 Conference in Prague, Czech Republic. Under the energetic leadership of Chairman George Sadowsky, the volunteer instructors and the dedicated workshop participants worked together to produce an extraordinary learning experience which will contribute measurably to the growth of the worldwide Internet.
The Board also wishes to recognise the special efforts of the Workshop staff member Joanne Scott, whose exceptional efforts contributed significantly to the success of the workshop. The Board would also like to note with appreciation the efforts of the Track Leaders and the Instructors.
Resolution 1994-27: Commendation to Steve Wolff
RESOLVED, that the Board of Trustees of the Internet Society extends its thanks and sincerest appreciation to Steven Wolff for his many contributions to the Internet community while serving as Director of the Networking Division of the national Science Foundation from 1987 to 1994.
Realization of the program goals of the NSFNET during this period has transformed the Internet from an activity serving the particular goals of the research community to a worldwide enterprise which has energised scholarship and commerce in dozens of nations. The personal leadership of Dr Wolff, often under conditions of public controversy, has been an indispensable ingredient in surmounting a daunting array of technical, operational and economic challenges.
His extraordinary commitment to the growth and success of the Internet reflect the highest standard of service tot he networking community and command our respect and admiration.
Resolution 1994-28: Commendation to Jon Postel
RESOLVED, that, on the occasion of his leaving the Internet Architecture Board after serving from 1983 until 1994, the Board of Trustees of the Internet Society wish to express to Jon Postel its deepest appreciation for his many contributions to the technical maintenance of the Internet.
His depth of experience, his steady hand during periods of rapid change and strass, and his unvarying strength of his personal commitment to the work of the IAB have benefited all the members of the Internet community.
Resolution 1994-29: Commendation to Robert Braden
RESOLVED, that, on the occasion of his leaving the Internet Architecture Board after serving from 1983 until 1994, the Board of Trustees of the Internet Society wish to express to Robert Braden its great appreciation for his many contributions to the technical architecture of the Internet.
His special experience in end to end protocol development and his personal commitment to the work of the IAB have benefited all the members of the Internet community.
Resolution 1994-30: Commendation to Barry Leiner
RESOLVED, that, on the occasion of his leaving the Internet Architecture Board after serving from 1983 until 1994, the Board of Trustees of the Internet Society wish to express to Barry Leiner its deepest appreciation for his many contributions to the technical architecture of the Internet.
His depth of experience and strong personal commitment to the work of the IAB over more than a decade ofservice have benefited all the members of the Internet community.
Resolution 1994-31: Commendation to Stephen Kent
RESOLVED, that, on the occasion of his leaving the Internet Architecture Board after serving from 1983 until 1994, the Board of Trustees of the Internet Society wish to express to Stephen Kent its deepest appreciation for his many contributions to the technical architecture of the Internet.
His special knowledge of security measures and his strong personal commitment to the work of the IAB over more than a decade of service have benefitted all the members of the Internet community.
Resolution 1994-32: Commendation to Anthony Lauck
RESOLVED, that, on the occasion of his leaving the Internet Architecture Board after serving from 1989 until 1994, the Board of Trustees of the Internet Society wish to express to Anthony Lauck its appreciation for his many contributions to the technical architecture of the Internet
His depth of experience and strong personal commitment to the work of the IAB over more than a decade of service have benefited all the members of the Internet community.
Resolution 1994-33: Commendation to Robert E. Kahn
RESOLVED, that, on the occasion of his selection as recipient of the Marconi prize of the Marconi International Fellowship, the Board of Trustees of the Internet Society wishes to convey to Dr Robert E. Kahn its profoundest appreciation for his many contributions to the Internet.
Commencing with his far sighted recognition of the revolutionary potential of packet networks more than two decades ago, he has continued to exert extraordinary leadership in the networking community. His founding role in the Internet Society, including generous support of the needs of the society during its startup period is especially valued by his fellow Trustees. The Board looks forward to overcoming many future Internet challenges in company with our honoured colleague Robert Kahn.
Resolution 1994-34: ISOC Individual Membership
RESOLVED, that the Board will work aggressively to increase ISOC Individual Membership and Organisational Membership.
Resolution 1994-35: Vice President for Education
RESOLVED, that the Board replace the office of Vice-President for Conferences with the office of Vice-President for Education.
Resolution 1994-36: Election of Office Holders for 1995
RESOLVED, that the following officers of the Board are elected for 1995:
- Vice-President for Standards: Scott Bradner
- Vice-President for Chapters and Individual membership: Haruhisa Ishida
- Vice-President for Education: Lawrence Landweber
Resolution 1994-37: 1993 ISOC Financial Statements
RESOLVED, that the Board accepts the audited December 31 1993 Balance Sheet, the audited Statement of Revenue, Expenses and Change in Fund Balance for the Year Ended December 31 1993, and the audited Statement of Cash Flows Balance for the Year Ended December 31 1993 as an accurate record of ISOC financial activity for 1993.
Resolution 1994-38: 1995 ISOC Budget
RESOLVED, that the President is authorised to carry out the budget for calendar year 1995, which calls for a revenue of USD 1,200,000, total expenses of USD 1,182,500, and a budgeted surplus of USD 7,500.
Resolution 1994-39: 1995 Executive Committee
RESOLVED, that the Board form an Executive Committee for 1995, with the membership of Trustees Cerf, Greisen, Huston Landweber and Lynch.
Resolution 1994-40: ISOC Advisory Council
RESOLVED, that the Board invite the Advisory Council to seat four Council elected voting members on the Board of Trustees.
Resolution 1994-41: INET’94 Vote of Appreciation
RESOLVED, that the Board express their sincere appreciation to the INET’94 Conference Chair, Geoff Manning, the INET’94 Program Chair, Bernhard Plattner, the INET’94 Program Chair Deputy, Hannes P. Lubich, the INET’94 Local Organization Chair, Jan Gruntorad and the staff of TERENA for their contributions in making INET’94 such a success.
Resolution 1993-1: ISOC Membership Committee
RESOLVED, that the President is authorized and directed to form a Membership Committee, a majority of whose members shall be Trustees; and Further:
- that the Membership Committee is charged to study issues associated with individual membership, including but not limited to, the numbers and characteristics of members ISOC should seek, the benefits (if any) which should be provided to individual members, and the appropriate level of dues for individual members; and
- that the Membership Committee is directed to submit a report with recommendations to the Board at the Board’s next regularly scheduled meeting; and further
- that, pending review of the Membership Committee’s report by the Board, the staff is requested to make no irreversible decisions on the level of dues for individual members for 1994.
Resolution 1993-2: IAB Membership Confirmation
RESOLVED, that the ISOC Board confirm the nominations of Elise Gerich, Jun Murai, Yakov Rekhter, John Romkey, Dave Sincoskie and Mike St Johns to the IAB.
Resolution 1993-3: INET’93 Conference
RESOLVED, that the Board of Trustees of the Internet Society hereby commends the hard work and dedication of the Conference Committee and the financial support of the corporate sponsors of INET’93.
Resolution 1993-4: Appreciation – Cisco Systems
RESOLVED, that the Board of Trustees of the Internet Society hereby extends its deep appreciation to Cisco Systems and to Kate Muther for hosting a memorable reception for the Internet Society Trustees and the Advisory Council on the occasion of the INET’93 Conference in San Francisco, California.
Resolution 1993-5: Electronic Voting Procedures
RESOLVED, that the electronic voting procedures to obtain the sense of the Board be hereby modified to permit a simple majority electronic response on the part of the Trustees (subject to By-Laws provisions requiring a supermajority or unanimous vote), so long as the action so taken is subsequently ratified at a meeting of the Trustees.
Resolution 1992-1: Appointment of RARE Nominee to the Board
RESOLVED, that Kees Neggers be appointed to the ISOC Board of Trustees representing the RARE Charter Member.
Resolution 1992-2: Re-appointment of Juergen Harms to the Board
RESOLVED, that Juergen Harms be re-appointed as Trustee for a 1-year term expiring 30th June 1993.
Resolution 1992-3: Confirmation of Charter, initial Board of Trustees and Officers, adoption of By Laws and appointment of Executive Director
RESOLVED, that the Board confirms the following actions it had taken previously by electronic means:
- Adoption of Charter
- Appointment of initial Board of Trustees and Officers
- Adoption of By-Laws
- Appointment of Michael Roberts as Executive Director and ex officio Trustee.
Resolution 1992-4: Adoption of Budget
RESOLVED, that the Board adopts the proposed FY92 budget.
Resolution 1992-5: Apdoption of IAB Charter
RESOLVED, that the Board adopts the admended Charter of the IAB.
Resolution 1992-6: RARE to host INET’94
RESOLVED, that the Board accepts in principle the offer from RARE to host INET’94.
Resolution 1992-7: Procedures for the Nomination and Election of Trustees
RESOLVED, that the Board accepts the proposed amendment as procedures for the nomination and election of Trustees, and to publicly disseminate these procedures prior to the next board meeting.
Resolution 1992-8: Executive Committee
RESOLVED, that the Board creates an Executive Committee composed of Vint Cerf, Frode Greisen, Juergen Harms, Bob Kahn, Larry Landweber, Mike Roberts (ex-officio), and Tony Rutkowski.
Resolution 1992-9: Other Committees
RESOLVED,that the President be authorized to appoint the following committees and report their membership to the Board:
- 1993 Trustee Nominating Committee
- 1993 Trustee Election Committee
- Committee on the Internet in Developing Countries
- Committee on Internet Support for Disaster Relief.
Resolution 1992-10: Proposed relationship with ITU
RESOLVED, that the Board adopts the proposal on relationships with the ITU
Resolution 1992-11: ISOC Nominations Committee.
RESOLVED, that the ISOC Nominations Committee shall be composed Of six members drawn from the regular individual membership of ISOC.
Resolution 1992-12: Trustee Elections.
RESOLVED, that for the 1993 Trustee election, newly elected Trustees shall take office on the first day of the month following certification of the election results to the Board.
Resolution 1992-13: Electronic Voting Procedure.
RESOLVED, that the Board will adopt a procedure for electronic voting which permits business to be conducted between the semiannual meetings of the Board.
Resolution 1992-14: ISOC 1993 Budget.
RESOLVED, that the Board approves a balanced budget for 1993 calling for USD 955,000 in revenue and an equal amount in expense. The budget is to include a fund raising target for 1993 of USD 300,000 as a part of a commitment to partially fund IETF support.
Resolution 1992-15: POISED Process.
RESOLVED, that the Board of Trustees:
- Commends the POISED Working Group for its efforts, as presented to the Board by Dr. Stephen Crocker, concerning restructuring relationships and responsibilities of the IAB, IESG, IETF, and for the selection of officers;
- agrees in principle with the proposed approaches and plans of action; and
- resolves expeditiously to assess legal implications of these activities, and to develop and approve required revisions to Charters that reflect the Working Group proposals.
Resolution 1992-16: Prof. Hideo Aiso.
RESOLVED, that the Internet Society Board of Trustees acknowledges with gratitude the contributions of Professor Hideo Aiso during his tenure as a member of the Board of Trustees. His service as General Chairman of the Society’s annual conference, INET’92, held in Kobe, Japan, is most appreciated. This was a highly successful conference, setting a high standard against which subsequent conferences will be measured.