Resolutions of Board Meeting No. 51

Resolutions Passed at the Board Meeting No. 51
10-11 February 2006.

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.