Resolutions Passed at the Board Meeting No. 179
10 April 2024
Resolution 2024-4: Approve the Date and Location for the 2024 Annual General Meeting
RESOLVED, that the Internet Society Board of Trustees approves the dates of 22-23 June for its 2024 Annual General Meeting in Reston, Virginia.
Resolution 2024-5: Approve the Minutes of the 177th ISOC Board Meeting
WHEREAS, the ISOC Board of Trustees has reviewed the minutes of the 177th board meeting, attached hereto as Exhibit A;
RESOLVED, that the minutes of the 177th meeting of the ISOC Board of Trustees are approved.
The resolution was approved via unanimous written consent on 31 May 2024. The meeting was held in Closed Executive Session only.
Resolution 2024-6: Approve the Minutes of the 179th ISOC Board Meeting
WHEREAS, the ISOC Board of Trustees has reviewed the minutes of the 179th board meeting, attached hereto as Exhibit A and Exhibit B;
RESOLVED, that the minutes of the 179th meeting of the ISOC Board of Trustees are approved.
The resolution was approved via unanimous written consent on 11 June 2024.
Resolution 2024-7: Appoint the Representative to the Public Interest Registry Board of Directors
WHEREAS, in accordance with the Amended and Restated Bylaws of Public Interest Registry Article VI, Section 7, the Internet Society, as a Representative Member, shall be entitled to designate a representative to attend all meetings of the Public Interest Registry’s Board of Directors and its committees;
RESOLVED, that the Internet Society Board of Trustees appoints Sally Wentworth as the Internet Society representative to the Public Interest Registry Board of Directors to serve until the 2025 Internet Society Annual General Meeting.
Resolution 2024-8: Approval of Andrew Sullivan and Transitional Consulting Agreements
WHEREAS, the Compensation Committee (the “Committee”) of the Board of Trustees (the “Board”) of Internet Society (“ISOC”) has reviewed the terms of the letter agreement by and between ISOC and Andrew Sullivan (“Mr. Sullivan”), in the form presented to the Committee for its review (the “Separation Agreement”)…
WHEREAS, the Committee has reviewed the terms of the Transitional Services Consulting Agreement by and between ISOC and Mr. Sullivan…
WHEREAS, the Committee has received market data from Willis Towers Watson providing that the proposed compensation and the terms of the Separation Agreement and Consulting Agreement are reasonable compared to what is paid by similar organizations under similar circumstances for similar services (the “Market Data”); and
WHEREAS, the Committee has determined that it is in ISOC’s best interests to approve the Separation Agreement and Consulting Agreement and to recommend to the Board that it approve the Separation Agreement and Consulting Agreement.
NOW, THEREFORE, BE IT:
RESOLVED, that, in reliance on the Market Data, the compensation as presented is hereby approved; and be it
RESOLVED, that the Committee hereby recommends to the Board that it approve the compensation package.