Resolutions of Board Meeting No. 101

Resolutions Passed at the Board Meeting No. 101
13 April 2013.

Resolution 2013-04 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 2013

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.

Resolution 2013-05: 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 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 2013-06: 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 2013-07: 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 2013-08: 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.