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List of Board Resolutions

All Resolutions, Present to 1992

Resolutions in 2020

Resolution 2020-01: Adopt the Board Conflict of Interest policy
RESOLVED, that the Conflict of Interest Policy for Trustees and Board-Designated Officers is adopted, as presented.

Resolution 2020-02: Approve CEO appointed officers
RESOLVED, that the Board confirms the appointment of Sandra Spector as Chief Financial officer in 2016,
FURTHER RESOLVED, that the Board authorizes the CEO to appoint officers from time to time as he or she deems necessary.

Resolution 2020-03: Update the Board Code of Ethics
RESOLVED, that the Board and Officer Code of Ethics is updated by replacing section 3.0 with:

 “3.0 Conflict of Interest
All Internet Society Board members must follow the Board’s Conflict of Internet Policy.”

Resolution 2020-04: Update the Nominations Committee Charter
RESOLVED, that the charter of the Nominations Committee is updated by replacing sections II and III, as presented.

Resolution 2020-05: Update the Elections Committee Charter
RESOLVED, that the charter of the Elections Committee is updated by replacing section II, as presented.

Resolution 2020-06: Amend the Elections Timetable
RESOLVED, that the board approves amendments to the 2019-2020 ISOC Elections Timetable as presented.

Resolution 2020-07: Welcome new and rejuvenated Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the following new Internet Society Ethiopia Chapter, and congratulates the rejuvenated Chapters, Internet Society Chapter Belgium and the ISOC Cameroon Chapter.

Resolution 2020-08: Appoint members of the PIR Board
RESOLVED, that the ISOC Board of Trustees appoints the following individuals to the Board of Directors of the Public Interest Registry for one-year terms commencing with the PIR Board’s 2020 mid-year meeting:

  • Jeffrey Bedser
  • Narelle Clark

Resolution 2020-09: Accept the 2019-2020 ISOC Nominations Committee report
RESOLVED that the report of the 2019-2020 ISOC Nominations Committee is accepted as presented.

Resolution 2020-10: Approve the minutes of the 149th Board meeting
RESOLVED, that the minutes of the 149th meeting of the Board of Trustees, held by videoconference on March 13-14, 2020, are approved.

Resolution 2020-11: Appoint interim officers of the Connected Giving Foundation
WHEREAS the Internet Society is a party to the Equity Purchase Agreement by and among Purpose Domains Direct, LLC, Internet Society, Connected Giving Foundation and Public Interest Registry dated as of November 11, 2019, providing for the sale of Public Interest Registry to Purpose Domains Direct, LLC, a subsidiary of Ethos Capital (the “Transaction”); and
WHEREAS the consummation of the Transaction is subject to certain contractual and governmental approvals; and
WHEREAS upon the consummation of the Transaction, the proceeds of the Transaction will be held by the Connected Giving Foundation, a supporting organization of the Internet Society, as a quasi-endowment for the benefit of the Internet Society; and
WHEREAS the Internet Society has initiated a process of consultation with the community with respect to the certain elements of the governance of Connected Giving Foundation; and
WHEREAS pending the conclusion of that community consultation process, the Internet Society intends to adopt a temporary governance structure for Connected Giving Foundation, with a Board of Directors composed of the officers of the Internet Society, as determined from time to time,
NOW, THEREFORE, BE IT RESOLVED, that, concurrently with the consummation of the Transaction, the Internet Society shall appoint the individuals holding the following officer positions at the Internet Society, to the board of directors of the Connected Giving Foundation, until such time as the community consultation is concluded: Chair, President/CEO; Treasurer; Secretary; and Chief Financial Officer; and
FURTHER RESOLVED, that the Board of Directors of Connected Giving Foundation are instructed to elect the individuals serving as the following officers of the Internet Society, to serve in the same positions of Connected Giving Foundation: Chair, President/CEO; Treasurer; Secretary; and Chief Financial Officer.

Resolution 2020-12: Approve emergency funding for the Shadowserver Foundation
WHEREAS the Internet Society supports and promotes the development of the Internet as a global technical infrastructure, a resource to enrich people’s lives, and a force for good in society; and
WHEREAS the development of the Internet depends upon the Internet’s constituent networks to collaborate voluntarily in ensuring security for all; and
WHEREAS the Shadowserver Foundation operates critical facilities for enabling such voluntary collaborative security; and
WHEREAS the Shadowserver Foundation has unexpectedly lost essential funding;
NOW, BE IT RESOLVED that the Internet Society Board of Trustees approves the total expenditure of $400,000 in support of operation of the Shadowserver Foundation, to be taken from the Society’s reserve.

Resolution 2020-13: Challenge to 2020 election results
WHEREAS the Board has received a challenge to the 2020 election results,
RESOLVED, that the Board rejects the challenge.

Resolution 2020-14: Approve the minutes of the 150th Board meeting
RESOLVED, that the minutes of the 150th meeting of the Board of Trustees, held by videoconference on April 17, 2020, are approved.

Resolution 2020-15: Establish a Governance Reform Working Group
WHEREAS the Internet Society is a multi-stakeholder nonprofit charitable organization whose mission centers on Internet-related standards, education, access, and policy; and
WHEREAS the Internet Society’s mission is to “to promote the open development, evolution and use of the Internet for the benefit of all people throughout the world”; and
WHEREAS the Board of Trustees that governs the Internet Society’s nonprofit and charitable operations is selected by communities that include Chapters and Organizational Members and the Internet Engineering Task Force; and
WHEREAS the Board of Trustees solicits information and consults with designated permanent and ad-hoc advisory committees whose purpose is to provide informational input to assist the Board of Trustees and the Internet Society as a whole; and
WHEREAS the Chapters Advisory Council Steering Committee has recently considered and continues to consider proposals that would, if enacted consistent with governing state and national law, alter the governance structure of the Internet Society so that its governance would be conducted more directly by the Chapter Advisor Councils and Chapters; and
WHEREAS these proposals if enacted in their draft forms would affect the interests of all the stakeholders represented both directly and indirectly in the current governance structure of the Internet Society; and
WHEREAS these proposals may raise important legal and regulatory compliance issues in the jurisdictions in which the Internet Society conducts its operations, or in the jurisdictions where the Internet Society is a funder or affiliate or otherwise acting as a supporter of projects and work associated with its mission; and
WHEREAS the shift of Advisory Councils to a new governance role may raise conflict-of-interest issues that could require, inter alia, the creation of new Advisory Councils who could operate in a more traditional advisory role; and
WHEREAS proposed changes in Internet Society governance structures will require legal review to ensure that legal and regulatory compliance issues, as well as conflict-of-interest issues, continue to be minimized consistent with applicable legal and fiduciary obligations,
NOW THEREFORE BE IT RESOLVED, that the Board of Trustees of the Internet Society shall designate a Governance Reform Working Group that shall include but not necessarily be limited to members of the Board, members of the Chapters and of the Advisory Councils, representatives of other stakeholder and affiliate groups, including Organizational Members, the Internet Engineering Task Force, ISOC individual members, and SIGs, and, if available, experts representing similarly situated nonprofit charitable organizations who can advise on the questions raised in this resolution; and
FURTHER RESOLVED, that the representatives of the Chapters and the Chapters Advisory Councils shall be nominated for participation in this Working Group, to the extent possible, through proactive democratic engagement with the Chapters’ members; and
FURTHER RESOLVED, that the Governance Reform Working Group shall produce a Report With Recommendations (RWR) that represents a consensus of the Communities who select Trustees to serve on the Internet Society Board of Trustees; and
FURTHER RESOLVED, that, upon being presented with the RWR, the Board of Trustees will engage with legal counsel to conduct a legal and regulatory compliance review of recommendations contained within the RWR and will consider recommendations that meet applicable legal, regulatory, and fiduciary standards.

Resolution 2020-16: Termination of Equity Purchase Agreement
RESOLVED, that the President and Chief Executive Officer is hereby authorized and empowered to execute and deliver such agreements or other instruments as he may deem necessary or appropriate to terminate the Equity Purchase Agreement by and among the Internet Society, Connected Giving Foundation, and, Public Interest Registry and Purpose Domains Direct, LLC dated as of November 11, 2019.

Resolution 2020-17: Appoint Heather West to the Board of Trustees
RESOLVED, that the Board appoints Heather West as a Trustee for a term commencing at the 2020 Annual General Meeting and concluding at the 2021 Annual General Meeting.

Resolution 2020-18: Approve the minutes of the 151st Board meeting
RESOLVED, that the minutes of the 151st meeting of the Board of Trustees, held by videoconference on May 7, 2020, are approved.

Resolution 2020-19: Create the CEO Succession Planning Committee
RESOLVED, that the Internet Society board establishes a CEO Succession Planning Committee and approves its Charter as presented, and
FURTHER RESOLVED, that the board appoints Mike Godwin as chair of the Committee, Richard Barnes and Gonzalo Camarillo as members of the Committee, and Laura Thomson as an observer. It is the intention of the board that all four will be reappointed as members when the committee is reestablished at the 2020 Annual General Meeting.

Resolution 2020-20: Appoint a Liaison to the IETF Nominations Committee
RESOLVED, that the ISOC Board appoints Laura Thomson as ISOC Board Liaison to the IETF Nominations Committee for the 2020-2021 term.

Resolution 2020-21: Welcome new Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the ISOC Comoros Chapter.

Resolution 2020-22: Accept and convey actionable items to the 2020-2021 Board of Trustees
RESOLVED, the 2019-2020 Board of Trustees accepts as accurate the following Summary of Agreed Board Action Items and, FURTHER RESOLVED, that the Board conveys this Summary to the 2020-2021 Board.

Summary of Agreed Board Action Items

At the close of each Internet Society board year, the outgoing Board of Trustees conveys to the incoming Board a list of priorities which, based on its knowledge and experience, are crucial for the continued success of the organization. Now at the close of its term, the 2019-2020 Board conveys the following priorities to the 2020-2021 Board:

  • Support the Governance Reform Working Group so that Internet Society communities may provide input to the Board on governance matters;
  • Support the CEO Succession Planning Committee so that the Internet Society has a CEO succession strategy in place at all times;
  • Determine a high-level strategy for revenue diversification for the future of the Internet Society and the Internet Society Foundation; and
  • Continue to support the projects approved as part of the Internet Society’s 2020 Action Plan.

Resolution 2020-23: Accept the 2019 Independent Auditors Report
RESOLVED, that the 2019 Independent Auditors Report is accepted, in reliance on the PIR 2019 Independent Auditors Report as accepted by the PIR Board on May 13, 2020.

Resolution 2020-24: Accept the Audit Committee Report
RESOLVED, that the report of the 2019-2020 Audit Committee is accepted.

Resolution 2020-25: Accept the CEO Succession Planning Committee Report
RESOLVED, that the report of the 2019-2020 CEO Succession Planning Committee is accepted.

Resolution 2020-26: Accept the Compensation Committee Report
RESOLVED, that the report of the 2019-2020 Compensation Committee is accepted.

Resolution 2020-27: Accept the Elections Committee Report
RESOLVED, that the report of the 2019-2020 Elections Committee is accepted.

Resolution 2020-28: Accept the Executive Committee Report
RESOLVED, that the report of the 2019-2020 Executive Committee is accepted.

Resolution 2020-29: Accept the Finance Committee Report
RESOLVED, that the report of the 2019-2020 Finance Committee is accepted.

Resolution 2020-30: Accept the Governance Committee Report
RESOLVED, that the report of the 2019-2020 Governance Committee is accepted.

Resolution 2020-31: Adopt the Board Member Agreement
RESOLVED, that the ISOC Board of Trustees adopts the Board Member Agreement as presented, and requests that each Trustee sign and return a copy prior to the Annual General Meeting, and
FURTHER RESOLVED, that in future years, all newly elected and appointed Trustees will be requested to sign and return a copy of the Agreement prior to the start of their terms.

Resolution 2020-32: Accept the PIR Nominations Committee Report
RESOLVED, that the report of the 2019-2020 PIR Nominations Committee is accepted.

Resolution 2020-33: Develop revised fellowship programs
WHEREAS the Internet Society wishes to develop the talents and interest of future leaders to ensure that the Internet is open, globally-connected, trustworthy, and secure; and
WHEREAS the Internet Society staff has prepared a proposal for two Fellowship programs in support of such talent and interest development; and
WHEREAS consultation with the Internet Society community indicated broad general support for those proposals, subject to some adjustments;
NOW THEREFORE BE IT RESOLVED, that the Internet Society staff is directed to begin work on the revised Fellowships programs as previously described, with total expenditures in 2020, including staff costs, not to exceed $300,000, such funds to be redirected from the already-approved budget for 2020 for program spending.

Resolution 2020-34: Improve individual member engagement
WHEREAS the Internet Society has always included individual members; and
WHEREAS the engagement from Individual Members has been for some years in decline; and
WHEREAS the Internet Society acknowledges the importance of Individual Members; and
WHEREAS the Internet Society staff in 2019 prepared a plan to engage Individual Members in a comprehensive manner;
NOW THEREFORE BE IT RESOLVED that the Internet Society staff is directed to create appropriate strategy, processes, use cases, and pilot systems in order to improve engagement with Individual Members, with total expenditures in 2020, including staff costs, not to exceed $200,000, such funds to be redirected from the already-approved budget for 2020 for program spending.

Resolution 2020-35: Approve the minutes of the 152nd Board meeting
RESOLVED, that the minutes of the 152nd meeting of the Board of Trustees, held by videoconference on July 2, 2020, are approved.

Resolution 2020-36: Accept the Summary of Agreed Board Action Items from the 2019-2020 Board of Trustees
RESOLVED, the ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2019-2020 Board of Trustees.

Summary of Agreed Board Action Items

At the close of each Internet Society board year, the outgoing Board of Trustees conveys to the incoming Board a list of priorities which, based on its knowledge and experience, are crucial for the continued success of the organization. Now at the close of its term, the 2019-2020 Board conveys the following priorities to the 2020-2021 Board:

  • Support the Governance Reform Working Group so that Internet Society communities may provide input to the Board on governance matters;
  • Support the CEO Succession Planning Committee so that the Internet Society has a CEO succession strategy in place at all times;
  • Determine a high-level strategy for revenue diversification for the future of the Internet Society and the Internet Society Foundation; and
  • Continue to support the projects approved as part of the Internet Society’s 2020 Action Plan.

Resolution 2020-37: Recognition of outgoing Trustees
RESOLVED, that the Board thanks Hans Peter Dittler, Hiroshi Esaki, Glenn McKnight and Sean Turner for their dedication and outstanding service to the Internet Society as members of the Board of Trustees. The Board also thanks Mieke van Heesewijk, who resigned earlier in the year.

Resolution 2020-38: Appoint a Trustee to the IETF Trust
RESOLVED, that the ISOC Board appoints John as a Trustee of the IETF Trust for a term of two years.

Resolution 2020-39: Appoint the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints Heather as chair and Maimouna and Mike as members of the committee.

Resolution 2020-40: Appoint the CEO Succession Planning Committee
RESOLVED, that the Board creates a CEO Succession Planning Committee and appoints Mike as chair and Gonzalo, Laura, Pepper, and Richard as members of the committee. The President serves as a non-voting, ex-officio member of this committee.

Resolution 2020-41: Appoint the Compensation Committee
RESOLVED, that the Board creates a Compensation Committee and appoints Heather, Mike, Ted, and Walid as members of the committee. Gonzalo (Chair of the Board) serves ex-officio as chair of the committee.

Resolution 2020-42: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates an Elections Committee and appoints Maimouna as chair of the committee. The President serves as a non-voting, ex-officio member of this committee.

Resolution 2020-43: Appoint the Executive Committee
RESOLVED, that the Board creates an Executive Committee and appoints the President, Richard (Treasurer), John (Secretary) as members, and Gonzalo (Chair of the Board) who serves as chair of the committee.

Resolution 2020-44: Appoint the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints George, Gonzalo, Laura, Olga, Pepper, and Ted as members of the committee, along with the President, and Richard (Treasurer) who serves as chair of the committee.

Resolution 2020-45: Appoint the Governance Committee
RESOLVED, that the Board creates a Governance Committee and appoints John as chair of the committee, and George, Heather, Maimouna, and Pepper as members. The President serves as a non-voting, ex-officio member of this committee.

Resolution 2020-46: Appoint the chair of the Nominations Committee
RESOLVED, that the Board creates a Nominations Committee and appoints George as chair of the committee.

Resolution 2020-47: Appoint the PIR Nominations Committee
RESOLVED, that the Board creates a PIR Nominations Committee and appoints Ted as chair of the committee and John, Laura, and Olga as members.

Resolution 2020-48: Approve dates and locations for 2021 board meetings
RESOLVED, that the board approves the following dates and locations for its meetings in 2021.

  • Q1 Meeting:  26-27 March in Cancun
  • Annual General Meeting:  31 July-1 August in San Francisco
  • Retreat  11-12: September in Washington DC
  • Q4 Meeting:  13-14 November in Madrid