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List of Board Resolutions

All Resolutions, Present to 1993

Resolutions in 2018

Resolution 2018-01: Approve the minutes of the 138th meeting of the ISOC Board
RESOLVED that the minutes of the 138th meeting of the ISOC Board of Trustees, held 18-19 November 2017 in Singapore, are approved.

Resolution 2018-02: Revision of Previous Board Resolution on Diamond Key Security Additional Funding
WHEREAS the Internet Society Board of Trustees passed Resolution 2017-60 in November 2017 to approve additional funding for Diamond Key Security to support the development of an open design of an Open Source Design Hardware Signing Module by Diamond Key Security (the “Company”); and
WHEREAS the funding was to consist of a grant in the amount of $500,000 and an unsecured loan of $1.4 million to be disbursed to the Company upon its receipt of a determination letter from the US Internal Revenue Service confirming the non-profit tax-exempt status of the Company; and
WHEREAS the Internet Society has received assurance from the Company and its attorneys that the determination letter will be received in the next 6 to 9 months and is highly likely to confirm the Company’s tax-exempt status, and
WHEREAS, after discussions with the Company, legal counsel and auditors, the Internet Society staff have recommended revising the proposed loan structure and removing the requirement that the Company receive a tax determination letter in advance of funding,
RESOLVED, that Resolution 2017-60 is hereby amended to read as follows:

WHEREAS, the Internet Society desires to support the development of an open design of an Open Source Design Hardware Signing Module by Diamond Key Security (the “Company”),
RESOLVED, that the Internet Society staff is authorized and directed to negotiate an agreement with the Company pursuant to which the Internet Society will provide the Company with a grant of $1.9 Million, $500,000 of which will be funded from PIR non-recurring funds and the remainder to be funded from the Internet Society’s net asset reserves; and
RESOLVED, that the terms of the agreement with the Company, including terms for grants back to the Internet Society in the event the Company becomes profitable, shall be subject to approval by the CEO; and
RESOLVED, that the Board approves the appointment of Olaf Kolkman to the Board of Directors of the Company; and
FURTHER RESOLVED, that the senior management of the Internet Society shall periodically report to the Board on the progress of the business of the Company.

Resolution 2018-03: Approval of the 2018 IAB slate
RESOLVED, that the 2018 IAB slate consisting of the following individuals is approved:

  • Ted Hardie
  • Christian Huitema
  • Erik Nordmark
  • Melinda Shore
  • Martin Thomson
  • Brian Trammell

FURTHER RESOLVED, that the Internet Society Board of Trustees thanks the IETF Nominations Committee and its Chair, Peter Yee, for their time and hard work.

Resolution 2018-04: Appoint members of the PIR board
RESOLVED, The ISOC Board of Trustees appoints the following people to the Board of Trustees of the Public Interest Registry for terms beginning in mid-2018:

  • Narelle Clark for a term of two years
  • Jay Daley for a term of three years
  • Suzanne Woolf for a term of three years

Resolution 2018-05: Welcome new Chapters and Special Interest Groups
RESOLVED, that the ISOC Board of Trustees warmly welcomes the following new Internet Society Chapters and Special Interest Groups, which have been chartered and approved since the last board meeting:

  • ISOC Botswana Chapter
  • ISOC Guinea Chapter
  • ISOC Women’s Special Interest Group
  • ISOC Community Networks Special Interest Group

Resolution 2018-06: Accept the 2018 Nominations Committee report
RESOLVED that the report of the 2018 ISOC Nominations Committee is accepted.

Resolution 2018-07: Accept the 2018 PIR Nominations Committee report
RESOLVED that the report of the 2018 PIR Nominations Committee is accepted.

Resolution 2018-08: Recognition of outgoing PIR Board members
RESOLVED, that the ISOC Board of Trustees extends its gratitude to Ingrid Srinath for her service on the PIR Board from 2013 to 2018, and Hartmut Glaser for his service on the PIR Board from 2014 to 2018, and
FURTHER RESOLVED, that the ISOC Board extends a belated thank-you to Eric Burger, who served on the PIR Board from 2015 to 2017 and resigned before his term ended.

Resolution 2018-09: Policy Development Process
WHEREAS the Internet Society engages in policy development in support of an open, globally-connected, secure, and trustworthy Internet, and,
WHEREAS the Internet Society is committed to an open, transparent and inclusive process in constructing its policy positions, and
WHEREAS the Internet Society staff, at the request of the Board of Trustees, has documented its policy development process in the document “Policy Development Framework” which will serve as guidelines for community engagement.
RESOLVED that the Board of Trustees supports the Policy Development Framework documented by Staff and applauds and encourages ongoing engagement with the wider ISOC community, and requests that the staff, with input from the community, periodically update and republish the document.

Resolution 2018-10: Policies and Procedures of the ISOC Foundation
WHEREAS, the Board previously approved the formation of the Internet Society Foundation (the “Foundation”) and its application for tax exemption; and
WHEREAS, the application for tax exemption is currently under review by the Internal Revenue Service; and
WHEREAS, the senior management has today delivered a presentation to the Board outlining the governance, legal requirements, proposed grant programs and grant funding principles that would govern the operation of the Foundation; and
WHEREAS, the presentation included the proposal (i) that the Foundation fund programs and projects administered by non-profit organizations to advance the Internet Society’s mission; and (ii) that the Foundation shall establish structured grant programs to support specific areas within the mission of the Foundation; and
WHEREAS, the presentation included the proposal that during the current year the Foundation actively develop grant programs in the following areas: chapter community; community capacity building; technology and policy development research; innovation and disaster response and recovery; and
WHEREAS, during the Board’s discussion of this topic, the Board noted that the IETF has initiated a review that may result in the establishment of an additional area of funding,
NOW, BE IT RESOLVED that the Board hereby expresses its support for the principles contained in such presentation and the foregoing “Whereas” clauses and further instructs the senior management to continue to develop the policies and procedures to govern the operation of the Foundation in a manner consistent with such principles.

Resolution 2018-11: Approve the minutes of the 139th meeting of the ISOC Board of Trustees
RESOLVED, that the minutes of the 139th meeting of the ISOC Board of Trustees held 24-25 March 2018 in London are approved.

Resolution 2018-12: Approve the PIR Registry Services Amendments
RESOLVED, that the Board of Trustees approves the proposed Registry Services Agreement, Addendum A, and the Amendment for Data Processing between the Public Interest Registry and Afilias plc.

Resolution 2018-13: Accept and convey actionable items to the 2018-2019 Board of Trustees 
RESOLVED, the 2017-2018 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 2018-2019 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 2017-2018 board conveys the following priorities to the 2018-2019 board:

I. Continue support for the 2018 Internet Society Action Plan,

II. Continue to support and develop the Internet Society Foundation as a vehicle to further the Internet Society’s mission through grant-funded programs,

III. Continue to support the Internet Engineering Task Force in its efforts to create a more independent and sustainable administrative structure.

Resolution 2018-14: Accept the Elections Committee Report
RESOLVED that the report of the 2018 Elections Committee is accepted.

Resolution 2018-15: Accept the Governance Committee Report 
RESOLVED that the report of the Governance Committee is accepted.

Resolution 2018-16: Accept the 2017 Independent Auditors Report
RESOLVED, that the 2017 Independent Auditors Report is accepted, in reliance on the PIR 2017 Independent Auditors Report as accepted by the PIR Board on May 22, 2018.

Resolution 2018-17: Accept the Audit Committee Report 
RESOLVED that the report of the 2018 Audit Committee is accepted.

Resolution 2018-18: Accept the Finance Committee Report 
RESOLVED that the report of the Finance Committee is accepted.

Resolution 2018-19: Appointing the next Internet Society CEO
RESOLVED that Andrew Sullivan is appointed CEO of the Internet Society, the appointment taking effect on 1 September 2018, and
FURTHER RESOLVED, that the Chairman is hereby authorized and directed to enter into an employment agreement with Andrew Sullivan on the terms and conditions presented to the Board.

Resolution 2018-20: Recognize contributors to the Internet Society CEO search
WHEREAS, the Board wishes to recognize all of those who have assisted in bringing the CEO search to a conclusion
RESOLVED, that the Board recognizes the hard work and dedication of Kevin Craemer for his excellent support of the CEO search committee,
RESOLVED, that the Board thanks Sophia Copeman, Natasha Zoltie, and Perrett Laver for their support of the search process, and
FURTHER RESOLVED, that the Board thanks all of the candidates for the position for their interest in serving ISOC and furthering our mission.

Resolution 2018-21: Thanking Kathryn Brown for her service to the Internet Society
WHEREAS Kathryn Brown joined the Internet Society in 2013 as its President and CEO, and
WHEREAS Kathy’s leadership and efforts have improved the organization and effectiveness of the Society, and
WHEREAS Kathy’s leadership and efforts have reinforced the Society as the preeminent voice and champion for an open and evolving Internet,
RESOLVED that the Board offers its heartfelt thanks for Kathryn Brown’s tireless work in support of the Internet Society.

Resolution 2018-22: Approval of the Minutes of Board Meeting 140
RESOLVED, that the minutes of Meeting 140 of Internet Society Board of Trustees held by video conference June 15, 2018 are approved.

Resolution 2018-23: Accept the Summary of Agreed Board Action Items from the 2017-2018 Board of Trustees
RESOLVED, the ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2017-2018 Board of Trustees.

Resolution 2018-24: Recognition of outgoing Trustee Alice Munyua
RESOLVED, that the board thanks Alice Munyua for her dedication and outstanding service to the Internet Society as a member of the ISOC Board of Trustees from 2015 to 2018.

Resolution 2018-25: Welcome new Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Madagascar Chapter, which was chartered and approved since the last Board meeting.

Resolution 2018-26: Amend bylaws to update the electronic vote process
RESOLVED, that Article II, Section 9 of the Society’s bylaws is replaced with the following language:

“Section 9. Electronic Vote.

Any action required to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken by electronic vote without a meeting. Any voting member of the Board can act as Vote Administrator (“VA”) for such an electronic vote. The VA is responsible for posting a call for a vote to the Board email list in the form of a motion to be considered, along with a time limit, not less than 7 days, during which votes will be accepted. The vote shall end at the earlier of the time limit, or 24 hours after all trustees have cast a vote. Any trustee may change his or her vote until the vote ends. All electronic votes must be sent to the Board mailing list in order to be counted.

The VA is responsible for tracking the vote and announcing the result to the Board mailing list and to the Secretary after the vote ends. An electronic vote passes if every voting trustee votes in favor of the action, or if all voting trustees that abstain from or vote against the action acknowledge that they agree that the vote is binding on the Society. Actions approved by electronic vote shall be noted in the minutes of the next meeting of the Board.”

Resolution 2018-27: Adopt updated procedure of the Board
RESOLVED, that the updated Procedure for Conducting Electronic Votes is adopted as presented.

Resolution 2018-28: Appoint a member of the IAOC
RESOLVED, that the ISOC Board appoints John as a member of the IETF Administrative Oversight Committee for a term, commencing on 1 July, 2018 and concluding in March, 2020.

Resolution 2018-29: Appoint a liaison to the IETF nominations committee
RESOLVED, that the ISOC Board appoints Harish as ISOC Board Liaison to the IETF nominations Committee for the 2018-2019 term.

Resolution 2018-30: Appoint the chair of the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints John as chair and Harish and Desiree as members of the committee.

Resolution 2018-31: Appoint the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints Gonzalo, Hans Peter, Olga, Pepper, and Richard, as members of the committee, along with the President ex-officio, and Sean (Treasurer) who serves as chair of the committee.

Resolution 2018-32: Appoint the Compensation Committee
RESOLVED, that the Board creates a Compensation Committee and appoints Hans Peter, Harish, Hiroshi, and Richard as members of the committee, along with Gonzalo (Chair of the Board) who serves as chair of the committee.

Resolution 2018-33: Appoint the chair of the Nominations Committee
RESOLVED, that the Board creates a Nominations Committee and appoints Glenn as chair of the committee. The President serves as a non-voting, ex-officio member of this committee.

Resolution 2018-34: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates an Elections Committee and appoints Walid as chair of the committee. The President serves as a non-voting, ex-officio member of this committee.

Resolution 2018-35: Appoint the chair and members of the Governance Committee
RESOLVED, that the Board creates a Governance Committee and appoints Desiree as chair of the committee, and Glenn, Hans Peter, Hiroshi, and Sean, as members. The President serves as a non-voting, ex-officio member of this committee.

Resolution 2018-36: Appoint the PIR Nominations Committee
RESOLVED, that the Board creates a PIR Nominations Committee and appoints Olga as chair of the committee, and Glenn, Hans Peter, Harish, and John as members of the committee.

Resolution 2018-37: Update the charter of the Finance Committee
RESOLVED, that Charter of the Finance Committee is amended as follows:

Section I of the Charter is amended to read:

“I. Purpose
The primary purpose of the Committee shall be to assist the Board in fulfilling its oversight responsibilities relating to the review and monitoring of the budget and finance processes for ISOC and its subsidiaries.”

Resolution 2018-38: Update the charter of the Audit Committee
RESOLVED, that Charter of the Audit Committee is amended as follows:

Section I of the Charter is amended to read:

“I. Purpose
The primary purpose of the Committee is to provide an avenue for communication among ISOC’s independent auditors, management, and the Board, as well as fulfill other responsibilities assigned in this Charter. The Committee’s responsibility is one of oversight of ISOC and its subsidiaries, as management is responsible for ISOC’s financial reporting, internal controls and disclosure systems and for preparing ISOC’s financial statements, and the independent auditors are responsible for auditing those financial statements. The independent auditors report directly to the Committee and are accountable to the Committee and to the Board with respect to the audit of ISOC’s financial statements.”

Resolution 2018-39: Appoint the board of the Internet Society Foundation
RESOLVED, that the Society appoints the following individuals to serve as directors of the Internet Society Foundation until the next Annual General Meeting of the Internet Society:

Walid Al-Saqaf, Richard Barnes, Gonzalo Camarillo, Olga Cavalli, Hans Peter Dittler, Hiroshi Esaki, John Levine, Glenn McKnight, Désirée Miloshevic, Robert Pepper, Harish Pillay, Sean Turner.