Resolutions of Board Meeting No. 164

Resolutions Passed at the Board Meeting No. 164
11 May 2022

Resolution 2022-13: Approve the minutes of the 163rd ISOC Board meeting
WHEREAS the ISOC board has reviewed the minutes of the 163rd Board meeting attached hereto as Exhibit A and B,
RESOLVED, that the minutes of the 163rd meeting of the ISOC Board of Trustees, held by videoconference on March 26-27, 2022, are approved.

Resolution 2022-14: Appoint CFO Sae Park as representative of ISOC office in Geneva
WHEREAS the Internet Society (ISOC) is required to appoint a representative of the ISOC branch office in Geneva,
RESOLVED, that the ISOC Board of Trustees hereby appoints Chief Financial Officer Sae Park as representative of the ISOC branch office in Geneva.

Resolution 2022-15: Accept the report from the Governance Reform Working Group
RESOLVED, that the report of the Governance Reform Working Group is accepted.

Resolution 2022-16: Approve the Transfer of Certain Functions to the Internet Society Foundation
WHEREAS the Board of Trustees (the “Board”) of the Internet Society, Inc. (“ISOC”) previously formed the Internet Society Foundation (“Foundation”) as a supporting organization to ISOC; and
WHEREAS the Foundation has substantial expertise in grant management, fundraising, and philanthropic giving, as well as other administrative and support activities; and
WHEREAS ISOC management has recommended that the Foundation take over certain activities and programs of ISOC that are within the Foundation’s areas of expertise; and
WHEREAS the Board has determined that it is in ISOC’s best interests to transfer the responsibility for such activities and programs as may be determined by the President and CEO to the Foundation, which will allow for ISOC to dedicate more time and resources to its core mission to empower people to keep the Internet a force for good: open, globally connected, secure, and trustworthy,
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes and directs the President and CEO to evaluate which ISOC programs and activities the responsibility for which should be transferred to the Foundation; and
RESOLVED FURTHER, that the President and CEO of ISOC be, and hereby is, authorized to transfer such programs and activities as determined by the President and CEO to the Foundation; and
RESOLVED FURTHER, that the officers of ISOC be, and each of them hereby is, authorized and empowered to execute and deliver such agreements, instruments, documents, and certificates and to pay such expenses as any such officer may deem necessary or advisable to effectuate the purposes and intent of the foregoing resolutions.