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List of Board Resolutions

All Resolutions, Present to 1993

Resolutions in 2015

Resolution 2015-01:  Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:

a/ Approve the minutes of the 117th Board meeting

Resolution 2015-02: Approve the minutes of the 117th Board meeting
RESOLVED that the minutes of the 117th meeting of the Board of Trustees, held on November 15-16, 2014 in Honolulu, Hawaii, USA are approved.

b/ Ratify the e-vote to approve Staff Code of Ethics

Resolution 2015-03: Approve the Staff Code of Ethics and Business Conduct
RESOLVED that the e-vote held January 16 to 23, 2015, approving the Staff Code of Ethics and Business Conduct is ratified. The e-vote passed unanimously. The resolution in the e-vote was:

RESOLVED, The ISOC Board of Trustees approves the Staff Code of Ethics and Business Conduct as presented, understanding that non-substantive editing may be required on the Code, and requests that it be put into effect.

Resolution 2015-04: Approval of the 2015 IAB slate
RESOLVED, that the 2015 IAB slate consisting of the following individuals is approved:

Ralph Droms, Cisco
Russ Housley, Vigil Security, LLC
Robert Sparks, Oracle
Andrew Sullivan, Dyn (Dynamic Network Services, Inc.)
Dave Thaler, Microsoft
Suzanne Woolf, Independent consultant

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

Resolution 2015-05: Modify the statutory purpose of the ISOC Geneva branch
RESOLVED, that the statutory purpose of the Geneva branch be modified to say:

Promouvoir globalement un dialogue ouvert sur la politique, la technologie et le développement future de Internet entre les utilisateurs, sociétés, gouvernement et autres organisations; assurer la liaison avec les organisations internationales importantes présentes à Genève sur les questions essentielles pour Internet; soutenir les Chapitres de Internet Society, et recruter de nouveaux membres; promouvoir les objectifs de Internet Society, en particulier en Europe, au Moyen-Orient et en Afrique. Soutenir tous les objectifs de Internet Society et, parmi ses autres activités, organiser des conferences et congrès en Suisse et à l’étranger dans les domaines scientifique et culturel liés aux activités de Internet Society, ses Chapitres et ses membres.

(English translation)

To promote open dialogue on Internet policy, technology, and future development among users, companies, governments, and other organizations globally; to liaise with key international organizations located in Geneva on issues of importance to the Internet; to support Internet Society Chapters, as well as to recruit new members; and to promote the objectives of the Internet Society, particularly in Europe, the Middle East and Africa. To support all Internet Society goals and, among other activities, organize conferences and congresses in Switzerland and abroad in the scientific and cultural fields related to the activities of the Internet Society, its Chapters, and its members.

Resolution 2015-06: Approve the minutes of the 118th Board meeting
RESOLVED that the minutes of the 118th meeting of the Board of Trustees, held February 2, 2015 via teleconference, are approved.

Resolution 2015-07: Welcome new chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society India Trivandrum Chapter, which was chartered and approved since the last Board meeting.

Resolution 2015-08: Approve the proposal for ISOC positioning and branding
RESOLVED, that the Board approves the proposal for ISOC positioning and branding using non-recurring PIR funds.

Resolution 2015-09: Convening a global general meeting
RESOLVED: that the Board of the Internet Society wishes to convene a global general meeting of the Society in conjunction with the Annual General Meeting of the Board in July 2015 and authorizes the staff to organize such a meeting.

Resolution 2015-10: Accept a petition to form a Chapters Advisory Council
RESOLVED, that the Board accepts the petition to form a Chapters Advisory Council and directs staff to send the proposed Charter to the Chapter leaders to confirm that there is a consensus for this proposed Charter.

Resolution 2015-11: Allocating the 2014 budget surplus
RESOLVED: that the Board accepts the preliminary report from the CFO that there is likely to be a positive surplus from the 2014 budget. The Board agrees with the staff recommendation that about half of the surplus be added to the Continuity Funds held for ISOC’s future financial stability and that the remaining funds to be earmarked for a project with long-term impact. With respect to the earmarked fund, staff is directed to advise the Finance Committee concerning the intended use and accounting.

Resolution 2015-12 Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:

a/ Approve the minutes of the 119th meeting of the Board of Trustees.

Resolution 2015-13: Approve the minutes of the 119th Board meeting
RESOLVED that the minutes of the 119th meeting of the Board of Trustees, held February 14-15, 2015 in Singapore are approved.

b/ Ratify the e-vote to approve the Board and Officer Code of Ethics

Resolution 2015-14: Ratify the e-vote to approve the Board and Officer Code of Ethics
RESOLVED that the e-vote held March 3 to 10, 2015 to approve the Board and Officer Code of Ethics is ratified. The e-vote passed unanimously. The resolution in the e-vote was:
RESOLVED, the ISOC Board of Trustees approves the Board and Officer Code of Ethics as presented, understanding that non-substantive editing may be required on the code.

c/ Ratify the e-vote to appoint members to the PIR Board of Directors

Resolution 2015-15: Ratify the e-vote to appoint members to the PIR Board of Directors
RESOLVED that the e-vote held March 31 to April 7, 2015 to appoint members to the PIR Board of Directors is ratified. The e-vote passed unanimously, except for Eric Burger and Desiree Miloshevic, who abstained. The resolution in the e-vote was:

RESOLVED, the ISOC Board of Trustees appoints the following people to the Board of Directors of the Public Interest Registry for terms beginning in mid-2015:

  • Maarten Botterman, for a term of one year
  • Eric Burger, for a term of two years
  • Ingrid Srinath, for a term of three years

d/ Ratify the e-vote to approve the Chapter Advisory Council charter

Resolution 2015-16: Ratify the e-vote to approve the Chapter Advisory Council charter
RESOLVED that the e-vote held April 4 to 11, 2015 to approve the Chapter Advisory Council charter is ratified. The e-vote passed unanimously. The resolution in the e-vote was:

WHEREAS, the Board accepted the petition to from a Chapter Advisory Council and directed the staff to circulate the proposed charter to the Chapter leaders to confirm that there is a consensus for the proposed Charter; and
WHEREAS, the proposed charter was reviewed by the Chapter leaders and by ISOC counsel and revised based on their comments;
RESOLVED, that the Board approves the revised charter for an ISOC Chapter Advisory Council and directs the staff to facilitate the establishment of the Chapter Advisory Council.

Resolution 2015-17: Approve revised policy statement for the Internet Endowment
RESOLVED that the Board approves the Policy for the Endowment for the Sustainability of the Internet Engineering Task Force as presented.

Resolution 2015-18: Welcome new chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Montenegro Chapter, which was chartered and approved since the last Board meeting.

Resolution 2015-19: Recognition of outgoing PIR Board member
RESOLVED, that the ISOC Board of Trustees extends its gratitude to Erik Huizer for his service again on the PIR Board of Directors from June 2010 to June 2015.

Resolution 2015-20: Accept the 2015 Nominations Committee report
RESOLVED that the report of the 2015 Nominations Committee is accepted.

Resolution 2015-21: Reject the challenge to Alice Munyua’s candidacy on the ISOC Board of Trustees
RESOLVED, that the Board rejects the challenge and authorizes the President to advise the challenge author and Alice Munyua of its decision.

Resolution 2015-22: Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:

a/ Approve the minutes of the 120th meeting of the Board of Trustees

Resolution 2015-23: Approve the minutes of the 120th Board meeting
RESOLVED that the minutes of the 120th meeting of the Board of Trustees, held on April 21, 2015 via teleconference are approved.

b/ Approve the minutes of the 121st meeting of the Board of Trustees

Resolution 2015-24: Approve the minutes of the 121st Board meeting
RESOLVED that the minutes of the 121st meeting of the Board of Trustees, held on April 24, 2015 via teleconference are approved.

c/ Ratify the e-vote authorizing staff to establish a legal presence in the European Union

Resolution 2015-25: Establishing a Legal Presence in the European Union
RESOLVED that the e-vote held May 28 to June 5, 2015, authorizing staff to establish a legal presence in the European Union is ratified. The e-vote passed unanimously. The resolution in the e-vote was:

WHEREAS the Board of Trustees of the Internet Society resolved at its 90th meeting in October 2011 to authorize ISOC to establish legal presences in global locations for the purpose of supporting the ISOC mission; and
WHEREAS forming a non-profit entity in the European Union will avail ISOC to potential funding sources to support the ISOC mission;
BE IT RESOLVED that the Board of Trustees authorizes ISOC to establish a legal presence in the European Union for the purpose of supporting the ISOC mission. Activities of this legal presence are limited to activities that do not affect the non-profit status of the Internet Society.

Resolution 2015-26: Welcome new Dominican Republic Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Dominican Republic Chapter, which was chartered and approved since the last Board meeting.

Resolution 2015-27: Welcome new Tanzania Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Tanzania Chapter, which was chartered and approved since the last Board meeting.

Resolution 2015-28: Accept the Elections Committee Report
RESOLVED that the Report of the 2015 Elections Committee is accepted.

Resolution 2015-29: Accept the Governance Committee Report
RESOLVED that the Report of the Governance Committee is accepted.

Resolution 2015-30: Accept the Finance Committee Report
RESOLVED that the Report of the Finance Committee is accepted.

Resolution 2015-31: Accept the 2014 Independent Auditors Report
RESOLVED, that the 2014 Independent Auditors Report is accepted, in reliance on the PIR 2014 Independent Auditors Report as accepted by the PIR Board on May 11, 2015.

Resolution 2015-32: Accept and convey actionable items for the 2015-2016 Board of Trustees
RESOLVED, The Board of Trustees accepts as accurate the following Summary of Agreed Board Actionable Items
BE IT FURTHER RESOLVED that the Board of Trustees conveys this Summary of Agreed Board Actionable Items to the 2015-2016 Board of Trustees.

Summary of Agreed Board Action Items

At a planning retreat held in January 2014, the Internet Society Board of Trustees decided that:
1.) ISOC exists to advance the deployment and evolution of a global, open and trusted Internet available to everyone on the earth;
2.) ISOC is a global, trusted, authoritative leader that gets things done; and
3.) ISOC should focus on three strategic priorities:

I. Maintain and strengthen multi-stakeholder processes for advancing global and local Internet Governance;
II. Advance core infrastructure and evolution of Internet technology; and
III. Promote the robustness and resiliency of Internet security through technical standards and deployment.

The Board’s decisions and priorities set the Internet Society on a refocused path to meet challenges facing the Internet and ISOC in the years ahead. Staff presented the Board with a revised 2014 work plan and, subsequently, a 2015 Action Plan and Budget which was approved by the Board. The 2013-2014 Board considered these priorities so crucial to the continued success of the Internet Society that they resolved to convey them in a Summary of Board Action Items to the 2014-2015 Board. Now, at the close of its own term, the 2014-2015 Board also takes the opportunity to convey these decisions and priorities to the 2015-2016 Board, as well as the following additional recommendations:

I. Continue support for the 2015 Internet Society Action Plan, including its strategic and operational objectives;
II. Continue support for 2014-2015 Board-approved initiatives in the areas of ISOC technology improvements, and ISOC positioning and branding; and
III. Continue support for using a portion of the 2014 budget surplus for projects with long-term impacts, such as website curation and chapter grants.

Resolution 2015-33: Approval of the Minutes of Board Meeting 122
RESOLVED, that the minutes of Meeting 122 of Internet Society Board of Trustees held by teleconference June 29, 2015 are approved.

Resolution 2015-34: Accept the Summary of Agreed Board Action Items from the 2014- 2015 Board of Trustees
RESOLVED: The ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2014-2015 Board of Trustees.

Resolution 2015-35: Recognition of outgoing Trustees
RESOLVED, that the board thanks outgoing Board of Trustees members Eric Burger, Keith Davidson, Dave Farber and Rudi Vansnick for their dedication and outstanding service to the Internet Society.

Resolution 2015-36: Appoint a liaison to the IETF Nominations Committee
RESOLVED, that the ISOC Board appoints John Levine as ISOC Liaison to the IETF Nominations Committee for the 2015-2016 term.

Resolution 2015-37: Appoint the Executive Committee
RESOLVED, that the Board creates an Executive Committee and appoints Narelle Clark, Jason Livingood and Hans Peter Dittler as members of the committee, along with Kathy Brown (President & CEO), Sean Turner (Treasurer), Scott Bradner (Secretary) and Bob Hinden (Chair of the Board) who serves as chair of the committee.

Resolution 2015-38: Appoint the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints Gihan Dias as chair and Narelle Clark, Walid Al-Saqaf, and John Levine as members of the committee.

Resolution 2015-39: Appoint the Finance Committee
RESOLVED, that the Board crates a Finance Committee and appoints Jason Livingood, Gonzalo Camarillo and Hiroshi Esaki as members of the committee, along with Kathy Brown (President), and Sean Turner (Treasurer) who serves as chair of the committee.

Resolution 2015-40: Appoint the Compensation Committee
RESOLVED, that the Board creates a Compensation Committee and appoints John Levine, Gonzalo Camarillo, Desiree Miloshevic and Sean Turner as members of the committee, along with Bob Hinden (Chair of the Board) who serves as chair of the committee.

Resolution 2015-41: Appoint the chair of the Nominations Committee
RESOLVED, that the Board creates a Nominations Committee and appoints Narelle Clark as chair of the committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.

Resolution 2015-42: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates an Elections Committee and appoints Hans Peter Dittler  as chair of the committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.

Resolution 2015-43: Appoint the Governance Committee
RESOLVED, that the Board creates a Governance Committee and appoints Desiree Miloshevic as chair of the committee, and Bob Hinden, Scott Bradner, Gihan Dias, Hans Peter Dittler, Walid Al-Saqaf and Alice Munyua as members of the committee.  Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.

Resolution 2015-44: Thanking the community and staff for the success of InterCommunity 2015
RESOLVED that the Board sincerely thanks the Internet community in 15 nodes and in countless homes, offices and other locations around the world for making InterCommunity 2015 an outstanding success. Further, the Board congratulates and thanks the ISOC staff and volunteers for all their effort in developing and supporting this exceptional event.

Resolution 2015-45: Approve the minutes of the 123rd Board meeting
RESOLVED that the minutes of the 123rd meeting of the Board of Trustees, held 6-8 July 2015 in Auckland, New Zealand, are approved.

Resolution 2015-46: Appoint members of the ISOC 2015-2016 Nominations Committee
RESOLVED that Keith Davidson, Gihan Dias, Hiroshi Esaki, Dave Farber, Jason Livingood and Scott Mansfield be appointed as members of the Nominations Committee chaired by Narelle Clark.

Resolution 2015-47: Appoint members of the ISOC 2015-2016 Elections Committee
RESOLVED that Alice Munyua, Tero Mustala, Kris Seeburn and Sean Turner be appointed as members of the Elections Committee chaired by Hans Peter Dittler.

Resolution 2015-48: Update the ISOC Procedures for Selecting Trustees
RESOLVED That the current ISOC Procedures for Selecting Trustees be updated as follows:

1) change the paragraph:

Eligibility to Participate in Election (Organizational Member)
An Organizational Member may participate in the election process if they are in good standing as of the preceding December 31. Any disputes regarding eligibility must be resolved by the President of the society or his/her delegate within 31 days of this cutoff date.

An Organizational Member is deemed to be in good standing if their most recent payment due is paid in full, or no more than X days past due where X is:

  • 60 days for annual payments;
  • 30 days for quarterly payments;
  • 15 days for monthly payments.

to read:

Eligibility to Participate in Election (Organizational Member)
An Organizational Member may participate in the election process if they are in good standing at the election eligibility cut-off date which shall be two business days before the elections start date. Any disputes regarding eligibility must be resolved by the President of the Society or his/her delegate within 10 business days of this cut-off date.

An Organizational Member is deemed to be in good standing if their membership dues as of the preceding December 31 are paid in full by the election eligibility cut-off date. The list of Organizational Members in good standing is to be certified for the election by the Internet Society CFO and published on the ISOC web site.

2) change the paragraph:

Eligibility to Participate in Election (Chapter)
An Chapter may participate in the election process if they are in good standing as of the preceding December 31. Any disputes regarding eligibility must be resolved by the President of the society or his/her delegate within 31 days of this cutoff date.

A Chapter is deemed to be in good standing if they are included in the list of active Chapters that is periodically issued by the ISOC VP-Chapters. The process followed by the VP-Chapters must allow for reasonable appeal in the case of a Chapter not agreeing with the list contents.

to read:

Eligibility to Participate in Election (Chapter)
A Chapter may participate in the election process if they are in good standing at the election eligibility cut-off date which shall be two business days before the elections start date. Any disputes regarding eligibility must be resolved by the President of the Society or his/her delegate within 10 business days of this cut-off date.

A Chapter is deemed to be in good standing if they are included in the list of active Chapters that is certified for the election by the Internet Society CFO and published on the ISOC web site.

Resolution 2015-49: Approval of the 2016 Elections Timetable
RESOLVED, that the ISOC 2016 Elections Timetable is approved.

  • Call for Nominations opens: Monday, 19 October 2015
  • Nominations period closes: Monday, 21 December 2015
  • Nominations Committee deliberations end: Friday, 12 February 2016
  • Candidates announced. Petition period opens: Friday, 19 February 2016
  • Petition period closes: Friday, 4 March 2016
  • Final candidate slate announced: Wednesday, 9 March 2016
  • Election eligibility cut-off date: Thursday, 17 March 2016
  • Elections start date: Ballots posted. Voting opens: Monday, 21 March 2016
  • Voting closes. Ballots counted: Wednesday, 20 April 2016
  • Certification of election & publication of provisional results. Challenge period opens: Monday, 25 April 2016
  • Challenge period closes: Monday, 2 May 2016
  • Challenge response period ends. Results finalized and announced: Monday, 9 May 2016

Resolution 2015-50: Approve the minutes of the 124th meeting of the ISOC Board of Trustees

RESOLVED that the minutes of the 124th meeting of the Board of Trustees, held 16 September 2015 in Half Moon Bay, California, USA are approved.

Resolution 2015-51: Welcome the new ISOC Ireland Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Ireland Chapter, which was chartered and approved since the last Board meeting.

Resolution 2015-52: Welcome the new Internet of Food Special Interest Group
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet of Food Special Interest Group, which was chartered and approved since the last Board meeting.

Resolution 2015-53: Approval of the call and timetable for the 2016 PIR director selections
RESOLVED, that the call for nominations for the 2016 PIR Director selections is approved as presented and the following selection timetable is adopted:

PIR Board of Directors Appointment Process Timetable

  • Board Approves Call: On or before October 30, 2015
  • Application Period Begins: October 31, 2015
  • Application Period closes/NomCom Review Begins: November 30, 2015
  • NomCom Review Ends/Slate sent to ISOC Board for Review: February 19, 2016
  • Board Review & E-vote: February 19, 2016 – March 18, 2016
  • New Directors Informed & Two Month On-Boarding Process Begins: March 21, 2016
  • Two Month On-Boarding Ends: May 23, 2016
  • New Directors Seated: May 23, 2016 or later.

Resolution 2015-54: Approve the minutes of the 125th meeting of the ISOC Board of Trustees
RESOLVED that the minutes of the 125th meeting of the Board of Trustees, held October 15, 2015 via teleconference, are approved

Resolution 2015-55: Approve Governance Committee guidance to the Nominations Committee
RESOLVED that the ISOC Board of Trustees approves the Governance Committee Guidance, as presented, to the 2015-2016 Nominations Committee.

Resolution 2015-56: Approve the Internet Society 2016 Plan and 2016 budget
RESOLVED, that the Board approves the Internet Society 2016 Plan and 2016 Budget as documented in the 2016 Plan submission.

Resolution 2015-57: Accepting IETF process documents
RESOLVED, that the Board of Trustees accepts the following IETF process documents published since the Board adopted Resolution 2008-24, and accepts the responsibilities of ISOC described in the documents.

L. Dusseault & R. Sparks, Guidance on Interoperation and Implementation Reports for Advancement to Draft Standard. RFC 5657, September 2009. (Also BCP0009)

H. Alvestrand & R. Housley, IESG Procedures for Handling of Independent and IRTF Stream Submissions. RFC 5742, December 2009. (Also BCP0092)

M. Cotton et al, Internet Assigned Numbers Authority (IANA) Procedures for the Management of the Service Name and Transport Protocol Port Number Registry. RFC 6335, August 2011. (Also BCP0165)

R. Housley et al, Reducing the Standards Track to Two Maturity Levels. RFC 6410, October 2011. (Also BCP0009)

M. Cotton et al, Special-Purpose IP Address Registries, RFC 6890, April 2013. (Also BCP0153)

P. Resnick, Retirement of the “Internet Official Protocol Standards” Summary Document, RFC 7100, December 2013. (Also BCP0009)

O. Kolkman et al, Characterization of Proposed Standards, RFC 7127, January 2014 (Also BCP0009)

S. Moonesamy, IETF Guidelines for Conduct, RFC 7154, March 2014. (Also BCP0054)

M. Kucherawy, IAB, IESG, and IAOC Selection, Confirmation, and Recall Process: Operation of the Nominating and Recall Committees, RFC 7437, January 2015. (Also BCP0010)

S. Dawkins, Increasing the Number of Area Directors in an IETF Area, RFC 7475, March 2015. (Also BCP0009)

Resolution 2015-58: Approve the establishment of a branch office
(Note: Passport numbers will be filled in on the version of the resolution presented to the UAE authorities.)

WHEREAS the Board of Trustees of the INTERNET SOCIETY, a non-profit organization duly established under the laws of the District of Columbia, United States of America with registration number 54-1650477 and having its registered office at 1775 Wiehle Avenue Suite 201, Reston, VA 20190, United States of America (hereafter referred to as the “Organization”), has discussed the establishment of a branch office of the Organization in Knowledge Village, United Arab Emirates (“UAE”);

RESOLVED:

1. THAT a branch office of the Organization with the name “INTERNET SOCIETY”, or such other name as is acceptable and approved by the Dubai Creative Clusters Authority (“DCCA”), shall be registered in Knowledge Village, UAE (hereafter referred to as the “Branch Office”);

2. THAT the Organization shall guarantee all financial obligations incurred by the Branch Office;

3. THAT Gregory M. Kapfer, a United States of America national holding passport number XXXXXXXXX, shall be appointed as the manager of the Branch Office (the “Manager”);

4. THAT the Manager shall have power and authority to do and undertake all acts on the Branch Office’s behalf for any transaction, including but not limited to the right to sell, buy, lease, mortgage, assign, rent or dispose of any real property, the right to execute, accept, undertake and perform all contracts in the Branch Office’s name, the right to initiate, defend, commence or settle legal actions on behalf of the Branch Office and the right to retain any accountant, attorney or other adviser deemed necessary to protect the Branch Office’s interests relative to any of the foregoing powers;

5. THAT the Manager shall have the power and authority to open, operate and close bank accounts in the name of the Branch Office and register his signature as authorized bank account signatory with the relevant financial institutions;

6. THAT the Manager shall have the power and authority to sign bank mandates, checks drawn on any account opened in the name of the Branch Office at any bank for the purpose of operating the Branch Office and to endorse on behalf of the Branch Office any checks, drafts or other negotiable instruments which he may deem necessary or proper in relation to the affairs of the Branch Office’s business;

7. THAT the Organization shall execute a power of attorney in favor of the Manager in the form of the draft tabled at the meeting;

8. THAT the Organization shall appoint any one of the following partners and associates of Taylor Wessing (Middle East) LLP, of Rolex Tower, 26th Floor, Shaikh Zayed Road, P.O. Box 33675, Dubai, UAE, namely:

Mark Fraser, a British national holding passport number XXXXXXXXX; or
Jerry David Parks, a British national holding passport number XXXXXXXXX; or
Benjamin James Constance, an Australian national holding passport number XXXXXXXXX; or
Ronnie Rifai, an American national holding passport number XXXXXXXXX; or
Marie-Edwige Audrey Blanche Borye, a French national holding passport number XXXXXXXXX; or
Madeleine Herkes, a British national and holder of passport number XXXXXXXXX; or
Julia Ofer, a German national holding passport number XXXXXXXXX; or
Elsayed Gaber Afity Zineldin, an Egyptian holding passport number XXXXXXXXX; or
Thenjiwe Pamela Macanda, a British national holding passport number XXXXXXXXX;

acting jointly or individually (hereinafter called the “Attorney”) to act on behalf of the Organization as its true and lawful attorney and to do and/or execute all or any of the acts and things hereinafter mentioned for and in the name of the Organization (and/or the Branch Office) and on its behalf, namely:

8. 1 to act as the Organization negotiator/legal representative in Dubai and the UAE, and to represent the Organization in all negotiations, discussions and dealings with the DCCA in relation to the establishment, registration and licensing the Branch Office, and the obtaining and renewal of such other approvals, permits, licenses, certificates and consents as may be necessary to maintain the Branch Office in good standing with the relevant local and/or federal authorities in Dubai and the UAE, and to obtain and renew from time to time all such work permits and residence visas and other permits as may be required for employees of the Branch Office and their families and for visitors of the Branch Office;

8.2  to conclude, sign and execute on behalf of the Organization any contracts, forms or documents in connection with the establishment of the Branch Office following such negotiations with the above authorities including but not limited to lease agreement, personnel secondment agreement, and to pay all fees, and expenses relating to the Branch Office and obtain a good receipt therefor;

8.3  to procure its registration as an authorized signatory of the Branch Office with all federal and local governmental or other authorities including service providers (Etisalat, DU, DEWA, etc…);

8.4  to represent the Organization and/or Branch Office in all negotiations, discussions and dealings with the DCCA, the Department of Economic Development of the Government of Dubai, the Dubai Municipality, the UAE Ministry of Economy & Commerce, the Dubai Chamber of Commerce & Industry, a UAE Notary Public, the Ministry of Labour & Social Affairs, the Department of Immigration, Roads and Transport Authority, a UAE police department, any UAE Port and/or Customs Authority and/or all other local and federal authorities in the UAE and to sign and execute all such application forms, declarations, resolutions and documents of whatever kind as maybe required by the said authorities in relation to any matters as the Attorney may deem fit;

8.5  to conclude, sign and execute any documents of whatever kind pursuant to the laws and regulations of the UAE and the DCCA for the purposes of acquiring such approvals, permits and consents (and renewals thereof) as may be required in connection with the registration, licensing and operation of the Branch Office in the Knowledge Village and to sign and execute all such application forms, agreements, declarations, shareholder resolution and documents relating, but not limited to, the appointment and change of manager or any other officer of the Branch Office, change or cancellation of license, change of name, change of address, liquidation and deregistration of the Branch Office and to vary, change, amend and/or renew such documents, registrations, licenses, permits and authorizations;

8.6  to sign, execute, carry into effect and perform all agreements, contracts or other undertakings entered into by the Organization and/or the Branch Office in normal course of business of the Branch Office with any other person or persons, body or corporation and to vary or rescind the same or any of them;

8.7  to represent the Organization and/or the Branch Office before all courts, committees and tribunals of whatsoever nature, all ministries, departments and other government agencies, all municipalities and other federal and local administrative offices and all authorities in all matters concerning the Branch Office’s affairs and to sign and execute all manner of documents, deeds, and to do and execute all acts and things which may be required by or necessary in the Branch Office’s dealings with any of the foregoing bodies;

8.8  to draw, sign, execute and deliver any notices or demands through the notary public or any other competent authority or officer and whenever necessary to appear before Courts in Dubai or any other emirate in the UAE for the purposes of signing and notarizing powers of attorney in favor of advocates, legal consultants, debt collection agents in connection with any legal proceedings brought or to be brought by or against the Organization and/or the Branch Office before any court or other judicial or quasi-judicial or other governmental or non-governmental tribunal in any part of the UAE or for the purposes of signing and notarizing powers of attorney in favor of any other person for any other purpose as the Attorney shall in his absolute discretion think fit; and

8.9  to appoint and remove at the Attorney’s discretion any substitute or agent under the Attorney (including advocates) and to delegate all or part of the foregoing powers to such person or persons.

9. THAT the Organization shall confirm that the authorized signatory below is empowered to sign on behalf of and bind the Organization.

Signed by:
Robert M. Hinden
Chairman

Resolution 2015-59: Approve the Power of Attorney in regards to the branch office in UAE
RESOLVED that the Board of Trustees approves Gregory M. Kapfer as attorney and general manager of the branch office in UAE as detailed in the Power of Attorney provided to the Board.