Resolutions of Board Meeting No. 158

Resolutions Passed at the Board Meeting No. 158
8 July 2021

Resolution 2021-15: Approve the minutes of the 157th Board meeting
WHEREAS the ISOC board has reviewed the minutes of the 157th Board meeting attached hereto as Exhibit A,
RESOLVED, that the minutes of the 157th meeting of the ISOC Board of Trustees, held by videoconference on March 15-16, 2021 are approved.

Resolution 2021-16: Approve Amended Foundation Bylaws and Adopt Budget Approval Policy
WHEREAS Article VI, Section 1, of the bylaws of the Foundation (the “Foundation Bylaws”) provides that the Board of Trustees of the Foundation (the “Foundation Board”) shall have the authority to amend the Foundation Bylaws subject to the approval of the Member of the Foundation; and
WHEREAS the Foundation Board has adopted amended Foundation Bylaws as provided in Exhibit A attached hereto and the Board of Trustees of ISOC (the “Board”) acting as the Member of the Foundation has determined to approve the amended Foundation Bylaws; and
WHEREAS pursuant to Article I, Section 2(c), of the Foundation Bylaws as amended, the Member of the Foundation shall have the right to approve the annual budget of the Foundation pursuant to such procedure as determined by the Board and approved by the Member; and
WHEREAS the Board has determined to approve the Budget Approval Policy as provided in Exhibit B attached hereto and adopted by the Foundation in furtherance of Article I, Section 2(c), of the amended Foundation Bylaws,
NOW, THEREFORE, BE IT:
RESOLVED, that the Board hereby approves the amended Foundation Bylaws as attached hereto as Exhibit A; and
RESOLVED, that the Board hereby approves the Budget Approval Policy as attached hereto as Exhibit B; and
RESOLVED, that the officers, directors, or any other authorized representative of the Foundation be, and each of them hereby is, authorized and directed to execute and deliver all documents and to take all such actions as they may deem necessary, advisable, or appropriate in order to carry out the purposes of these resolutions.

Resolution 2021-17: Appoint members of the PIR Board
WHEREAS the Public Interest Registry (PIR) Nominations Committee of ISOC has proposed a slate of candidates for the PIR Board of Directors,
RESOLVED, that the ISOC Board of Trustees approves the slate and appoints the following individuals to the PIR Board of Directors for terms as follows, commencing with the PIR Board’s mid-year meeting in 2021:

• Jeffrey Bedser for a term of three years,
• Eric Burger for a term of three years,
• Narelle Clark for a term of two years,
• Saerin Cho for a term of two years.

Resolution 2021-18: Appoint Muhammad Shabbir to the ISOC Board
WHEREAS the Board of Trustees has the power to appoint a Trustee pursuant to Article II, Section 1(d) of the Amended and Restated By-Laws of the Internet Society, and
WHEREAS the Board desires to exercise such power in order to have 12 voting members, and
WHEREAS Muhammad Shabbir, a respected member of the Chapters community, has expressed interest in joining the Board, and
WHEREAS Muhammad Shabbir has agreed to resign from Chapter and Special Interest Group leaderships posts in compliance with the Board’s Conflict of Interest Policy for Trustees and Board-Designated Officers, BE IT RESOLVED, that the Board appoints Muhammad Shabbir to the ISOC Board of Trustees for a term of one year, effective at the start of the 2021 Annual General Meeting.

Resolution 2021-19: Adopt Amended Internet Society Bylaws
WHEREAS Article IX, Section 1, of the Bylaws of the Internet Society (the “Bylaws”) provides that the Board of Trustees (the “Board”) shall have the authority to amend the Bylaws,
RESOLVED, that the Board hereby adopts the amended Bylaws attached hereto as Exhibit A,
FURTHER RESOLVED, that any officer or trustee of ISOC is authorized for and on behalf of ISOC to do all such acts reasonably required in connection with the foregoing resolutions, including the authority to execute and deliver documents on behalf of ISOC.

Resolution 2021-20: Adopt Amended Conflict of Interest Policy
WHEREAS Article II, Section 1, of the the Internet Society (the “Bylaws”) provides that the affairs of the Internet Society shall be directed by the Board,
RESOLVED, that the Board hereby adopts the amended Conflict of Interest Policy for Trustees and Board-Designated Officers attached hereto as Exhibit B,
FURTHER RESOLVED, that any officer or trustee of ISOC is authorized for and on behalf of ISOC to do all such acts reasonably required in connection with the foregoing resolutions, including the authority to execute and deliver documents on behalf of ISOC.

Resolution 2021-21: Approve PIR Registry Operations Plans
WHEREAS the Board had determined to approve PIR Registry Operations Plans as described on Exhibit 1,
BE IT RESOLVED, that the Board hereby approves PIR Registry Operations Plans as described on Exhibit 1.

Resolution 2021-22: Appoint Secretary of ISOC
WHEREAS the Board wishes to appoint a Secretary pursuant to Article VI, Sections 1 and 3, of the By-laws of ISOC,
BE IT RESOLVED, that the Board hereby appoints Ilona Levine as Secretary starting at the Annual General Meeting of 2021 pursuant to Article VI, Sections 1 and 3, of the By-laws of ISOC to serve at the pleasure of the Board or until her earlier resignation.

Resolution 2021-23: Accept and convey action items to the 2021-2022 Board of Trustees
RESOLVED, the 2020-2021 Board of Trustees accepts as accurate the following Summary of Agreed Board Action Items and,
FURTHER RESOLVED, that the Board conveys this Summary to the 2021-2022 Board.

Summary of Agreed Board Action Items

At the close of each Internet Society board year, the outgoing Board of Trustees conveys to the incoming Board a list of priorities which, based on its knowledge and experience, are crucial for the continued success of the organization. Now at the close of its term, the 2020-2021 Board conveys the following priorities to the 2021-2022 Board:

• Continue developing a high-level strategy for revenue diversification for the future of the Internet Society and the Internet Society Foundation; and
• Continue to support the projects approved as part of the Internet Society’s 2021 Action Plan.

Resolution 2021-24: Accept the 2020 Independent Auditors Report
RESOLVED, that the 2020 Independent Auditors Report is accepted, in reliance on the PIR 2020 Independent Auditors Report as accepted by the PIR Board on 26 May 2021.

Resolution 2021-25: Accept the Audit Committee Report
RESOLVED, that the report of the 2020-2021 Audit Committee is accepted.

Resolution 2021-26: Accept the CEO Succession Planning Committee Report
RESOLVED, that the report of the 2020-2021 CEO Succession Planning Committee is accepted.

Resolution 2021-27: Accept the Compensation Committee Report
RESOLVED, that the report of the 2020-2021 Compensation Committee is accepted.

Resolution 2021-28: Accept the Elections Committee Report
RESOLVED, that the report of the 2020-2021 Elections Committee is accepted.

Resolution 2021-29: Accept the Executive Committee Report
RESOLVED, that the report of the 2020-2021 Executive Committee is accepted.

Resolution 2021-30: Accept the Finance Committee Report
RESOLVED, that the report of the 2020-2021 Finance Committee is accepted.

Resolution 2021-31: Accept the Governance Committee Report
RESOLVED, that the report of the 2020-2021 Governance Committee is accepted.

Resolution 2021-32: Accept the PIR Nominations Committee Report
RESOLVED, that the report of the 2020-2021 PIR Nominations Committee is accepted.