Resolutions of Board Meeting No. 176

Resolutions Passed at the Board Meeting No. 176
11-12 November 2023

Resolution 2023-28: Approve the Minutes of the 175^th ISOC Board Meeting
WHEREAS, the ISOC Board of Trustees has reviewed the minutes of the 175^th board meeting, attached hereto as Exhibit A;
RESOLVED, that the minutes of the 175^th meeting of the ISOC Board of Trustees are approved.

Resolution 2023-29: 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 2023-30: 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 2023-31: 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 2023-32: 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 2023-33: 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 2023-34: 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.