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List of Board Resolutions

All Resolutions, Present to 1993

Resolutions in 2013

Resolution 13-01: Approval of the minutes of the 99th board meeting
RESOLVED that the minutes of the 99th board meeting held via teleconference on 19 November 2012 are approved

Resolution 13-02: Create a By-Laws Working Group
RESOLVED, that the Board of Trustees approves the creation of a By-Laws Working Group, reporting to the Board of Trustees, and adopts its Charter which will be made public by posting on the Internet Society’s website

Resolution 13-03: Approve the 2013 IAB slate
RESOLVED, that the 2013 IAB slate consisting of the following individuals is approved:

  • Alissa Cooper
  • Joel Halpern
  • Russ Housley
  • Eliot Lear (for a one year term)
  • Xing Li
  • Andrew Sullivan
  • Dave Thaler

The ISOC Board thanks the IETF NomCom and its Chair, Matthew Lepinski, for their time and hard work

Resolution 13-04 Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified

a/ Approval of the minutes of the 100th meeting of the Board of Trustees, held via teleconference on 21 January 201

b/ Ratify the e-vote to amend the 2013 Elections Timetable:

RESOLVED, that the 2013 Elections Timetable be amended according to the attached schedul

  •    Call for Nominations: 15 November 2012
  •    Nomination Period Closure:  02 January 2013
  •    Nominations Committee Deliberations Ends: 15 February 2013
  •    Candidates Announced, Petition Period Opens:  22 March 2013
  •    Petition Period Closure:  5 April 2013, 23:59 UTC
  •    Final Candidate Slate Announced/ Candidate Forum Begins: 12 April 2013
  •    Ballots Posted (e-mail):  22 April 2013
  •    Voting Closes, Election Date, Ballots Counted: 23 May 2013
  •    Certification of Election, Challenge Period Opens: 31 May 2013
  •    Challenge Period Closes:  7 June 2013
  •    Challenge Response Period Ends, Results Finalized/Announced: 14 June 2013
  •    Annual General Meeting: 3 August 201

c/ Ratify the e-vote on the ISOC Chair potential conflict of interest

RESOLVED that the Internet Society Board of Trustees, having been made aware of a temporary consulting relationship between the Internet Corporation for Assigned Names and Numbers (ICANN) and Eva Frolich, the Chair of the Internet Society Board of Trustees, while a potential conflict of interest may appear to exist, does not believe one exists, and as such, per The Internet Society Conflict of Interest Policy:Trustees, Board Committee Members, and Non-Employee Officers Section IV, the Board has determined to take no action

d/ Resolution 13-05: establish a CEO Appointments Committe 
RESOLVED, that a CEO Appointments Committee be established.
That all current Trustees who have irrevocably disclaimed all interest in accepting the CEO position are members of the committee.
That the CEO Appointments Committee be empowered to establish the job description and the terms and conditions under which the new CEO will be engaged.That the CEO Appointments Committee be empowered to contract with such consultants, human resources firms, recruitment firms, advertising options and legal advisors as deemed appropriate and incur expenditures in order to satisfactorily complete the recruitment process.
That the Committee will organize its management and processes as it sees fit.

Resolution 13-06: ISOC Board of Trustees Welcomes New Chapters
RESOLVED, that the SOC Board of Trustees warmly welcomes the Estonia Chapter of the Internet Society, Canada Chapter of the Internet Society, Russia Chapter of the Internet Society and the rejuvenated Egypt Chapter of the Internet Society which were chartered and approved since the last Board meeting

Resolution 13-07: Accept the Nominations Committee Report
RESOLVED that the Report of the 2013 Nominations Committee is accepted and that request that the Nominations Committee mailing list be closed and deleted.

Resolution 13-08: Authority of Secretary to report to Geneva Trade Register
RESOLVED, that the ISOC Board of Trustees authorizes the Secretary to request that Eric Alves de Souza, of the Geneva-based law firm of BAZ Legal, be listed in the Geneva Registre du Commerce as authorized to act as fiduciary for the Internet Society, acting at the direction of the Board of Trustees, as communicated by the Chair of the Board or the Chief Executive Officer of the Society. The Board also authorizes the Internet Society staff to execute an agreement for this service with BAZ Legal that includes indemnification when acting in this role.

Resolution 13-09 Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:

a/ Approval of the minutes of the 101st meeting of the Board of Trustees, held on 13 April 2013 in Beijing China, is approved.

b/ Ratify the e-vote to appoint PIR Directors.

RESOLVED, that the following e-vote appointing PIR Directors is ratified:

RESOLVED that the ISOC Board of Trustees appoints Amitabh Singhal and Roberto Gaetano to the PIR Board of Directors for the period starting at the beginning of the mid-year 2013 PIR Board meeting and ending at the end of the day before the start of the mid-year 2016 PIR Board meeting; and Eric Huizer for the period starting at the beginning of the mid-year
2013 PIR Board meeting and ending at the end of the day before the start of the mid-year 2015 PIR Board meeting.

c/ Ratify the e-vote authorizing Public Interest Registry’s execution of the registry contract

RESOLVED, that the following e-vote authorizing Public Interest Registry’s execution of the registry contract with ICANN is ratified:
Authorize Public Interest Registry’s execution of the registry contract with ICANN WHEREAS, the Bylaws of the Public Interest Registry require any contract or contract amendment with ICANN to be approved by the Board of the Internet Society,

WHEREAS, the PIR Board has done due diligence and believes the registry contract negotiated with ICANN is in the best interest of Public Interest Registry, WHEREAS, ICANN procedures require a forty-two (42) day public comment period for registry agreements, and WHEREAS, Public Interest Registry has requested that the Board of Trustees of the Internet Society approve the registry contract with ICANN.

NOW THEREFORE: Be it RESOLVED that the Board of Trustees of the Internet Society approves the execution of the ICANN contract as negotiated by Public Interest Registry, and approved by the Public Interest Registry Board of Directors, subject to completion of the ICANN public com

d/ Ratify the e-vote approving the selection of Erik Nordmark to the IAB.

RESOLVED, that the Board approves the selection of Erik Nordmark to fill the remainder of the IAB term of Spencer Dawkins.

e/ Accept the 2012 Independent Auditors Report.

RESOLVED, that the 2013 Independent Auditors Report is accepted, in reliance on and subject to the PIR Board’s acceptance of its 2012 Independent Auditors Report with no substantive changes to the consolidated 2012 Internet Society Audit Report.

Resolution 13-10: ISOC Board of Trustees Welcomes New Chapters
RESOLVED, that the Internet Society Board of Trustees warmly welcomes the Internet Society Chapter of Pakistan which was chartered and approved since the last Board meetin

Resolution 13-11: Accept the 2012 – 2013 Election Committee Report
RESOLVED, that the Report of the 2012- 2013 Election Committee is accepted

Resolution 13-12: Non-Recurring Contribution from Public Interest Registry
WHEREAS, the Board of Directors of Public Interest Registry has determined that an additional $10 million contribution may be made available to the Internet Society.

RESOLVED, that the ISOC Board requests that the Chief Executive Officer of the Internet Society, as liaison to the Board of Directors of Public Interest Registry, request that Public Interest Registry make an additional $10 million available to the Internet Society for its charitable purposes.

Resolution 2013-13: Approve changes in the Investment Policy
RESOLVED, that the Board approves the amendments to the Investment Policy for the Internet Society, as recommended by the Finance Committee of the Board of Trustees.

Resolution 2013-14: Approve amendments to the Endowment Policy for the Open Internet Endowment
RESOLVED, that the Board approves the amendments to the Endowment Policy for the Open Internet Endowment, as recommended by the Finance Committee of the Board of Trustees.

Resolution 2013-15: Amending the Target Asset Mix allowed for in the Investment Policy with respect to Continuity Funds
RESOLVED, that the Board approves the amendment to the Target Asset Mix allowed for in the Investment Policy with respect to Continuity Funds.

Resolution 13-16: Adopt the Amended and Restated By-Laws
RESOLVED, that the Amended and Restated By-Laws, as recommended by the By-Laws Working Group, be adopted by the Board.

Resolution 2013-17: Approval of the Minutes of Board Meeting# 102
RESOLVED, that the minutes of Meeting 102 of Internet Society Board of Trustees held by teleconference 22 July 2013 are approved.

Resolution 13-18: Approval of the Call for Candidates and timetable for the PIR Board of Directors Appointments for 2014
RESOLVED, that the Call for Candidates and timetable for the 2014 PIR Board of Directors Appointment is approved

Resolution 13-19: Appoint chair and members of the Executive Committee
RESOLVED, that the Board appoints Bob Hinden, as Chair, Dave Farber, Theresa Swinehart and Narelle Clark as members of the committee, along with Lynn St. Amour (as President & CEO), Jason Livingood (as Treasurer) and Scott Bradner (as Secretary).

Resolution 13-20: Appoint chair and members of the Audit Committee
RESOLVED, that the Board appoints Eric Burger as the chair of the Audit Committee, and Narelle Clark, Raul Echeberria and Alain Aina as members of the committee.

Resolution 13-21: Appoint a chair and members of the Finance Committee
RESOLVED, that the Board appoints Jason Livingood as the chair of the Finance Committee, and Bert Wijnen, Dave Farber and Rudi Vansnick as members of the committee. The President serves as a non-voting, ex-officio member of this Committee

Resolution 13-22: Appoint a chair and members of the Compensation Committee
RESOLVED, that the Board appoints Bob Hinden as the chair of the Compensation Committee, and Bert, Alain and Theresa Swinehartas members of the committee.

Resolution 13-23: Appoint a chair of the Nominations Committee
RESOLVED, that the Board appoints Keith Davidson as the chair of the Nominations Committee. The President serves as a non-voting, ex-officio member of this Committee.

Resolution 13-24: Appoint a chair of the Elections Committee
RESOLVED, that the Board appoints Desiree Miloshevic as the chair of the Elections Committee and Eric Burger and Jason Livingood as members of the Committee. The President serves as a non-voting, ex-officio member of this Committee

Resolution 13-25: establish a CEO Appointments Committee
RESOLVED that a CEO Appointments Committee be established.
That all current Trustees who have irrevocably disclaimed all interest in accepting the currently advertised CEO position are members of the committee.
That the CEO Appointments Committee be empowered to establish the job description and the terms and conditions under which the new CEO will be engaged.
That the CEO Appointments Committee be empowered to contract with such consultants, human resources firms, recruitment firms, advertising options and legal advisors as deemed appropriate and incur expenditures in order to satisfactorily complete the recruitment process.
That the Committee will organize its management and processes as it sees fit.

Resolution 13-26: The ISOC Board of Trustees an ISOC Liaison to the IETF Nominations Committee
RESOLVED, that the ISOC Board appoints Desiree Miloshevic as ISOC Liaison to the IETF nominations Committee for the 2013– 2014 term

Resolution 13-27: Internet Hall of Fame
RESOLVED, that the Board conveys its congratulations on the success of the Internet Hall of Fame and thanks to the ISOC staff for all their efforts to make it a success.

Resolution 13-28: Thanking Eva Frolich
RESOLVED, that the Board expresses its sincere thanks to Eva Frolich for her exemplary service on the ISOC Board and as the Chair of the Board.

Resolution 13-29: Approval of the minutes of the 103rd board meeting.
RESOLVED, that the minutes of the 103rd Board meeting of the Internet Society held August 3-4, 2013 are approved.

Resolution 13-30: Appoint the members of the 2014 Nominations Committee.
RESOLVED that Raul Echeberria, Rudi Vansnick, Alain Aina, Rinalia Abdul Rahim and Kurtis Lindqvist be appointed as members of the Nominations Committee chaired by Keith Davidson.

Resolution 13-31: ISOC Board of Trustees Welcomes New Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Yemen and Zimbabwe Chapters of the Internet Society which was chartered and approved since the last Board meeting.

Resolution 13-32: Appointment of a Director for the PIR Board
RESOLVED, that the Internet Society Board appoints Ingrid Srinath to the PIR Board of Directors for a period ending at the end of the day before the start of the mid-year 2015 PIR Board meeting.

Resolution 2013-33: Accept the proposed PIR By-law change.
RESOLVED that the proposed PIR By-law change is accepted.

Resolution 13-34: Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified

(a). Approve the minutes of the 104th meeting of the Board of Trustees

Resolution 13-35: Approve the minutes of the 104th Board meeting.
RESOLVED that the minutes of the 104th meeting of the Board of Trustees, held on September 16, 2013 via teleconference, are approved.

(b) Ratify the e-vote approving the Governance Committee Charter and establishing a Governance Committee

Resolution 13-36: Ratify the e-vote establishing a Governance Committee
RESOLVED that the e-vote held between October 7th and 14th establishing a Governance Committee is ratified.  The e-vote passed unanimously with all trustees voting yes. The resolution in the e-vote was:

Resolution 13-37: Establish a Governance Committee and Appoint a Chair and Members of the Committee.
RESOLVED, that the Board establishes a Governance Committee with the proposed charter and appoints Desiree Miloshevic as Chair, Alain Aina, Keith Davidson, Bob Hinden, and Rudi Vansnick as members of the committee, along with Lynn St. Amour (as President)

(c) Ratify the e-vote approving the 2014 ISOC Board of Trustees Elections calendar

Resolution 13-38: Ratify the e-vote approving the 2014 ISOC Board of Trustees Elections calendar
RESOLVED that the e-vote held between September 29th and October 4th approving the 2014 ISOC Board of Trustees Elections calendar.  The e-vote passed with 11 trustees voting yes. Theresa Swinehart did not vote.

The resolution in the e-vote was:

Resolution 13-39: Approval of the 2014 Elections Timetable
RESOLVED, that the 2014 Elections Timetable is approved

(d) Ratify the e-vote approving the amendment to the Afilias-PIR Registry Services Agreement and the execution of the Registry Agreement with ICANN
Resolution 13-40: Ratify the e-vote approving amendment to the Afilias-PIR Registry Services Agreement and the execution of the Registry Agreement with ICANN
RESOLVED that the e-vote held between October 25th and November 1 approving amendment to the Afilias-PIR Registry Services Agreement and the execution of the Registry Agreement with ICANN is approved.  The e-vote passed with 8 trustees voting yes and Desiree Miloshevic abstaining. Alain Aina, Keith Davidson and Theresa Swinehart did not vote.

The resolution in the e-vote was:

Resolution 13-41: Approval of the amendment to the Afilias-PIR Registry Services Agreement and the execution of the Registry Agreement with ICANN.
RESOLVED, that the Board of Trustees of the Internet Society approves the amendment to the Registry Services Agreement between PIR and Afilias, as approved by the PIR Board of Directors on 14 October 2013;

FURTHER RESOLVED, that the Board of Trustees of the Internet Society approves PIR’s execution of the ICANN Registry Agreement and related Supplement to the Registry Agreement for the provision of IDN services, as approved by the PIR Board of Directors on 14 October 2013

Resolution 13-42: ISOC Board of Trustees welcomes a New ISOC Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Guateng (South Africa) Chapter of the Internet Society which was chartered and approved since the last Board meeting.

Resolution 13-43: Approve the minutes of the 105th board meeting
RESOLVED that the minutes of the 105th meeting as amended, of the Board of Trustees, held November 11, 2013 via teleconference, are approved.

Resolution 13-44: ISOC Board of Trustees welcomes a New ISOC Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Paraguay Chapter of the Internet Society which was chartered and approved since the last Board meeting.

Resolution 13-45: Approve the 2014 Budget
RESOLVED, that the Board approve the 2014 Budget as documented in the 2014-2016 Business Plan submission, as amended by the board discussion.

Resolution 13-46: Approve the 2014-2016 Business Plan
RESOLVED, that the Board approve the 2014-2016 Business Plan as documented in 2014-2016 ISOC Business Plan submission as amended by the board discussion.

Resolution 13-47: Approve an Investment Strategy for Non-Recurring Funds
RESOLVED, that the Finance Committee of the Internet Society direct the investment of the $10 million funds received from PIR in short-term instruments as proposed by its advisor, Morgan Stanley, and at maturities as directed by the Finance Committee.

Resolution 13-48: Stable and Sustainable Support of the Internet Governance Forum

WHEREAS, the Internet Society Board wishes to provide stable and sustainable support for the ongoing work of the Internet Governance Forum as an indispensable part of the multistakeholder ecosystem;

WHEREAS, ISOC intends to stimulate similar Internet Governance Forum financial contributions from others;

WHEREAS ISOC intends to continue to stimulate similar commitments to multistakeholder governance from others

RESOLVED, that the CEO of the Internet Society be authorized to establish a legal structure to assist in the development of broad financial support for the Internet Governance Forum, the foundational documents for this legal structure to be specifically approved by the Internet Society Board of Trustees.

BE IT FURTHER RESOLVED that the Internet Society Board of Trustees directs its President and CEO to release an amount not to exceed US $200,000 in support of the IGF in 2014.

Resolution 13-49: Approve Contract Negotiations
RESOLVED that the Chair of the ISOC Board, assisted by the ISOC CFO, is authorized to negotiate a contract with Kathryn Brown for the position of Internet Society CE

WHEREAS, the Board wishes to recognize all of those who have assisted in bringing the CEO search to a conclusion

RESOLVED, that the Board wishes to thank all the members of the CEO search committee for their time and assistance.

RESOLVED, that Board wishes to thank the co-chairs of the CEO search committee for their time and dedication

RESOLVED, that the Board wishes to recognize the hard work and dedication of Kevin Craemer for his excellent support of the CEO search committee.

RESOLVED, that the Board wishes to thank Bernard Tobin, and Odgers Berndtson for their support

RESOLVED, that the Board wishes to thank all of the candidates for the position for their interest in serving ISOC and furthering our mission.

Resolution 13-50: Approve a CEO contract
RESOLVED that the Board approves the proposed contract with Kathryn C. Brown to be the Internet Society Chief Executive Officer.

Resolution 13-51: Appointing an ISOC President
RESOLVED that Kathryn C Brown is appointed President of the Internet Society, the appointment taking effect at the end of the term of Lynn St.Amour as President and continuing through the end of the next Annual General Meeting of the Internet Society Board.