Resolutions of Board Meeting No. 25

Resolutions Passed at the Board Meeting No. 25
8-9 December 2001

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.