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List of Board Resolutions

All Resolutions, Present to 1993

Resolutions in 2010

Resolution 2010-1: Approval of Minutes of the 76th Board meeting

RESOLVED that the minutes of the 76th Board meeting of the Internet Society held December 4th and 5th, 2009 in Amsterdam are approved.

Resolution 2010-2: Approval of Minutes of the 77th Board Meeting

RESOLVED, that the minutes of the 77th Board meeting of the Internet Society held February 2, 2010 are approved as revised.

Resolution 2010-3: Confirmation of Electronic Vote

RESOLVED, that the electronic vote to approve the 2010 IAB slate consisting of the following individuals is approved:

Andrei Robachevsky
Bernard Aboba
Hannes Tschofenig
Olaf Kolkman
Ross Callon
Spencer Dawkins

Resolution 2010-4: Thank Fred Baker for his service on the IAOC.

RESOLVED, that the ISOC Board of Trustees extends its sincere thanks to Fred Baker for his service to the IETF community as an ISOC Board appointee to the IAOC from January 2007 to March 2010.

Resolution 2010-5: Thank Nick Trio for his service on the AC

RESOLVED, that the ISOC Board of Trustees extends its sincere thanks to Nick Trio for his long and excellent service on the ISOC Advisory Council.

Resolution 2010-6: Welcome the rejuvenated US Washington DC Chapter.

RESOLVED, that the ISOC Board of Trustees warmly welcomes the rejuvenated US Washington DC Chapter of the Internet Society, which was chartered and approved since the last Board meeting.

Resolution 2010-7: Accept the proposed PIR By-law change

RESOLVED that the proposed PIR By-law change is accepted

Resolution 2010-8: Appointment of Directors for the PIR Board

RESOLVED, that the ISOC Board appoints Erik Huizer and Amitabh Singhal to the PIR Board of Directors for the period starting at the beginning of the mid-year 2010 PIR Board meeting and ending at the end of the day before the start of the mid-year 2013 PIR Board meeting.

RESOLVED, that the ISOC Board appoints Glenn Ricart for an additional year effective at the end of his current term to the PIR Board of Directors to complete the term of Kuo-Wei Wu.

Resolution 2010-9: Thank Kuo-Wei Wu for his service on the PIR board.

RESOLVED, that the ISOC Board of Trustees extends its sincere thanks to Kuo-Wei Wu for his important service on the PIR board.

Resolution 2010-10: Form a committee to review the nominations and elections process and timetable

RESOLVED, that a committee be formed to examine the nominations process and propose a new nominations and election timeline.

Resolution 2010-11: Accept the Nominations Committee Report

RESOLVED that the Report of the 2010 Nominations Committee is accepted

Resolution 2010-12: Adopt a sense of the board relating to diversifying revenue base

RESOLVED, that the sense of the ISOC board is:

The board desires to greatly diversify its revenue base, consistent with ISOC’s mission and direction, with targets of USD 2MM in 2011, USD 4MM in 2012 and USD 8MM in 2013. To achieve these aggressive goals, the board will work closely with ISOC staff to develop a plan to achieve these targets.

Resolution 2010-13: Approval of the minutes of the 78th ISOC Board meeting

RESOLVED, that the minutes of the 78th meeting of the ISOC Board of Trustees held in Anaheim, 27-28 March 2010 are approved.

Resolution 2010-14: ISOC Board of Trustees welcomes new Chapters

RESOLVED, that the ISOC Board of Trustees warmly welcomes the Malaysia Chapter which was charted and approved since the last Board meeting.

Resolution 2010-15: Approve recommended allocation of additional funds received from PIR

RESOLVED, that the ISOC Board of Trustees approves the incremental expenditures as indicated in the request from ISOC’s CEO and as presented at the May 17th 2010 Board meeting.

Resolution 2010-16: Appointment of PIR President and CEO as a non voting member of the PIR Board

RESOLVED, that the ISOC Board of Trustees appoints Alexa Raad, PIR’s current President and CEO, as a non-voting member of the PIR Board of Directors for a term beginning at the mid year 2010 PIR Board of Directors meeting, and ending the earlier of the mid year 2012 PIR Board of Directors meeting or the end of her tenure as President and CEO.

Resolution 2010-17: Approval of the Minutes of the 79th Board Meeting

RESOLVED, that the minutes of the 79th meeting of the Internet Society held by teleconference, 17 May 2010, are approved.

Resolution 2010-18: Accept the 2009 Independent Auditors Report.

RESOLVED, that the 2009 Independent Auditors Report is accepted.

Resolution 2010-19: Accept the 2009 – 2010 Election Committee Report

RESOLVED, that the Report of the 2009 – 2010 Elections Committee is accepted.

Resolution 2010-20: Recognition of outgoing Trustees

RESOLVED, that the board extends its sincere thanks to outgoing board members, Hiroshi Esaki. Desiree Miloshevic, Ted Hardie and Patrick Vande Walle for their tireless commitment and exceptional service to the Internet Society.

Resolution 2010-21: Appoint a Secretary to the Board

RESOLVED, that Scott Bradner be appointed as Secretary to the Board

Resolution 2010-22: Appoint 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).

Resolution 2010-30: Approval of the minutes of the 80th meeting of the Board of Trustees

RESOLVED that the minutes of the 80th Board meeting of the Internet Society held June 19, 2010 in Brussels are approved.

Resolution 2010-31: Approval of the minutes of the 81st meeting of the Board of Trustees

RESOLVED that the minutes of the 81st meeting of the Board of Trustees, held in Brussels on June 19-20, 2010 are approved.

Resolution 2010-32: Approval of the Call for Candidates and timetable for the PIR Board of Directors Appointments for 2011

RESOLVED that the Call for Candidates and timetable for the 2011 PIR Board of Directors Appointment is approved.

Resolution 2010-33: Approval of the minutes of the 82nd meeting of the Board of Trustees, held September 20, 2010.

RESOLVED that the minutes of the 82nd Board meeting of the Internet Society held September 20, 2010 are approved, except for Philip, who abstained because he was not on the call.

Resolution 2010-34: Approval of the 2011 Election Committee.

RESOLVED that Fred Baker and Patrick Vande Walle be appointed as members of the Election Committee chaired by Khaled Koubaa.

Resolution 2010-35: Ratification of electric vote to approve the motion on Signatory Power Registration in Geneva.

RESOLVED that the Board ratifies the electronic vote for the following motion:

RESOLVED that the ISOC Board of Trustees appoints Lynn St.Amour, President and Chief Executive Officer; Gregory M. Kapfer, Chief Financial Officer; and Jon McNerney, Chief Operating Officer as legally authorized signers with individual signatory power for documents concerning the Geneva branch of the Internet Society, within the parameters set forth in ISOC’s Delegation Policy. The Board of Trustees also recognizes that Daniel Karrenberg is no longer Chairman of the Board, and therefore request that he be removed from the list of officials registered with the Geneva Trade Register. ISOC’s Secretary, Scott Bradner, is authorized to sign a resolution to be filed with the Geneva Trade Register.

Resolution 2010-36: Welcome the Rwanda Chapter of the Internet Society

RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Rwanda Chapter of the Internet Society, which was chartered and approved since the last Board meeting

Resolution 2010-37: Approval of the 2011 Nominations Committee.

RESOLVED that John Curran, Vanda Scartezini, Philip Smith, Daniel Karrenberg, Olivier Crepin-Leblond, and Hiroshi Esaki be appointed as members of the 2011 Nominations Committee chaired by Alejandro Pisanty.

Resolution 2010-38: Authorizing a donation to the World Wide Web Consortium (“W3C”) in support of their Organizational evolution.

WHEREAS the Internet Society (“ISOC”) is a nonprofit organization founded in 1992 to provide leadership in Internet related standards, education, and policy. With offices in Washington D.C., USA, and Geneva, Switzerland, it is dedicated to ensuring the open development, evolution and use of the Internet for the benefit of people throughout the world.

WHEREAS the World Wide Web Consortium (“W3C”) is an international community where Member organizations, a full-time staff, and the public work together to develop Web standards; WHEREAS ISOC’s Board of Trustees at the 76th meeting of the Board of Trustees of the Internet Society resolved to provide financial assistance to W3C in its pursuit of an independent entity or lightweight headquarters operation; WHEREAS ISOC wishes to confirm its support of this organizational evolution for the second year of a three-year period based upon W3C’s report of progress towards such establishment; Be It Resolved, that the ISOC Board of Trustees directs its President and CEO to release an amount of $1 million to W3C and to assist the W3C in its evolution through such means as deemed appropriate, including the provision of staff expertise in fund raising, corporate governance, standards development, and communications; Be It Further Resolved, that the President and CEO of ISOC is hereby authorized, consistent with this motion, to execute such documents as necessary to effect the foregoing, and, as necessary or appropriate, to execute such other documents, correspondence or the like to provide assurances of the commitment of ISOC to the foregoing actions, in line with the principles expressed by the Internet Society Board of Trustees at the Internet Society Board meeting #83 on November 13-14, 2010.

Be it Further Resolved that the final contribution is dependent on significant progress toward self-sustainability.

Resolution 2010-39: Adopting an elections schedule

RESOLVED that the following elections schedule for 2011 is adopted.

Call for Nominations – November 17, 2010

Preliminary Slate Announced – March 11, 2011

Petition Period – March 11-April 11, 2011

Final Slate Announced – April 18, 2011

Election Date – May 27, 2011

Results of Election Announced – June 29, 2011

ISOC AGM – July 30, 2011

Resolution 2010-40: ISOC Board of Trustees Welcomes New Chapters

RESOLVED, that the ISOC Board of Trustees warmly welcomes the ISOC Costa Rica Chapter and the ISOC Sri Lanka Chapter which were chartered and approved since the last Board meeting

Resolution 2010-41: Approve the 2011 Budget as documented in the 2011-2013 Business Plan

RESOLVED, that the Board approve the 2011 Budget as documented in the 2011-2013 Business Plan

Resolution 2010-42: Approve the 2011-2013 High Level Financial plan

RESOLVED, that the Board approve the 2011-2013 High Level Financial plan as documented in 2011-2013 ISOC Business Plan and Budget submission.

Resolution 2010-43: Accepting additional 2010 funding from PIR.

RESOLVED, that the Board of Trustees directs ISOC’s President and CEO to accept additional 2010 contribution funds as made available by PIR during 2010; Be It Further RESOLVED, that such funds be used for the following purposes, including restrictions at the direction of the PIR Board of Directors:

  • US$1,000,000 is to be used to fund the second contribution to W3C in 2010, as separately approved by the Board of Trustees  (Resolution 10:38 and included in the 2010 forecast incorporated within the 2011-2013 Business Plan and Budget; and
  • The remainder of restricted funds provided by PIR are to be used in support of the IETF as directed by future action of ISOC’s Board of Trustees.