Resolutions of Board Meeting No. 150

Resolutions Passed at the Board Meeting No. 150
17 April 2020

Resolution 2020-10: Approve the minutes of the 149th Board meeting
RESOLVED, that the minutes of the 149th meeting of the Board of Trustees, held by videoconference on March 13-14, 2020, are approved.

Resolution 2020-11: Appoint interim officers of the Connected Giving Foundation
WHEREAS the Internet Society is a party to the Equity Purchase Agreement by and among Purpose Domains Direct, LLC, Internet Society, Connected Giving Foundation and Public Interest Registry dated as of November 11, 2019, providing for the sale of Public Interest Registry to Purpose Domains Direct, LLC, a subsidiary of Ethos Capital (the “Transaction”); and
WHEREAS the consummation of the Transaction is subject to certain contractual and governmental approvals; and
WHEREAS upon the consummation of the Transaction, the proceeds of the Transaction will be held by the Connected Giving Foundation, a supporting organization of the Internet Society, as a quasi-endowment for the benefit of the Internet Society; and
WHEREAS the Internet Society has initiated a process of consultation with the community with respect to the certain elements of the governance of Connected Giving Foundation; and
WHEREAS pending the conclusion of that community consultation process, the Internet Society intends to adopt a temporary governance structure for Connected Giving Foundation, with a Board of Directors composed of the officers of the Internet Society, as determined from time to time,
NOW, THEREFORE, BE IT RESOLVED, that, concurrently with the consummation of the Transaction, the Internet Society shall appoint the individuals holding the following officer positions at the Internet Society, to the board of directors of the Connected Giving Foundation, until such time as the community consultation is concluded: Chair, President/CEO; Treasurer; Secretary; and Chief Financial Officer; and
FURTHER RESOLVED, that the Board of Directors of Connected Giving Foundation are instructed to elect the individuals serving as the following officers of the Internet Society, to serve in the same positions of Connected Giving Foundation: Chair, President/CEO; Treasurer; Secretary; and Chief Financial Officer.

Resolution 2020-12: Approve emergency funding for the Shadowserver Foundation
WHEREAS the Internet Society supports and promotes the development of the Internet as a global technical infrastructure, a resource to enrich people’s lives, and a force for good in society; and
WHEREAS the development of the Internet depends upon the Internet’s constituent networks to collaborate voluntarily in ensuring security for all; and
WHEREAS the Shadowserver Foundation operates critical facilities for enabling such voluntary collaborative security; and
WHEREAS the Shadowserver Foundation has unexpectedly lost essential funding;
NOW, BE IT RESOLVED that the Internet Society Board of Trustees approves the total expenditure of $400,000 in support of operation of the Shadowserver Foundation, to be taken from the Society’s reserve.

Resolution 2020-13: Challenge to 2020 election results
WHEREAS the Board has received a challenge to the 2020 election results,
RESOLVED, that the Board rejects the challenge.

Resolution 2020-14: Approve the minutes of the 150th Board meeting
RESOLVED, that the minutes of the 150th meeting of the Board of Trustees, held by videoconference on April 17, 2020, are approved.