Board Meeting Resolutions of Board Meeting No. 161

Resolutions Passed at the Board Meeting No. 161
13-14 November 2021

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 President 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.