Resolutions of Board Meeting No. 81

Resolutions Passed at the Board Meeting No. 81
19-20 June 2010.

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).