Resolutions of Board Meeting No. 141

Resolutions Passed at the Board Meeting No. 141
30 June – 1 July 2018

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.