Resolutions of Board Meeting No. 88

Resolutions Passed at the Board Meeting No. 88
30 July 2011.

Resolution 2011-20: Establish an Executive Committee
RESOLVED, that the Board establishes an Executive Committee with the proposed charter and that Raúl Echeberria, as Chair, Jonathan Zittrain, Eric Burger and Philip Smith are appointed as members of the committee along with Lynn St. Amour (as President & CEO), Eva Frolich (as Treasurer) and Scott (as Secretary).

Resolution 2011-21: Establish an Audit Committee
RESOLVED, that the Board establishes an Audit Committee with the proposed charter and that Eric Burger is appointed chair of the committee.

Resolution 2011-22: Establish a Finance Committee
RESOLVED, that the Board establishes a Finance Committee with the proposed charter and that Eva Frolich (as Treasurer) is appointed chair of the committee and Jason Livingood and Bert Wijnen appointed as members of the committee.

Resolution 2011-23: Establish a Compensation Committee
RESOLVED, that the Board establishes a Compensation Committee with the proposed charter and that Raúl Echeberria is appointed chair of the committee and Bob Hinden, Bert Wijnen appointed as members of the committee.

Resolution 2011-24: Establish a Nominations Committee
RESOLVED, that the Board establishes a Nominations Committee with the proposed charter and that Narelle Clark is appointed chair of the committee.

Resolution 2011-25: Appoint an ISOC Liaison to the IETF Nominations Committee
RESOLVED, that the ISOC Board appoints Jason Livingood as ISOC Liaison to the IETF nominations Committee for the 2011-2012 term

Resolution 2011-27: Ratify motion made in closed session
RESOLVED that the motion made in closed session is ratified.
The motion made in closed session was:

Resolution 2011-26: Authorization for PIR to Proceed with gTLD and IDN Application Filings
WHEREAS, the Board of Directors of Public Interest Registry (PIR) has thoughtfully and carefully evaluated the business case and financial implications of operating new gTLDs, and has determined that such activity is in line with and will support its charter to be an exemplary registry;

WHEREAS, the Board of Directors of PIR has approved, subject to the approval of the Internet Society, the filing of applications to manage the registries for two new gTLDs;

WHEREAS, the Board of Directors of PIR has also evaluated the business case and financial implications of filing applications for IDNs for four non-Latin scripts [(two Chinese scripts, Cyrillic, and Hindu)];

WHEREAS, the operation of such gTLD’s and IDN’s constitute a major business endeavor requiring the approval of the Board of Trustees of the Internet Society;

WHEREAS, PIR has projected that the investment in these filings will be $1.1 million in filing fees, plus initial business investments per their 2013 and 2014 forecasts; and

WHEREAS, Public Interest Registry has requested that the Board of Trustees of the Internet Society support and approve the filings of applications with the Internet Corporation for Assigned Names and Numbers (ICANN).

RESOLVED, that the Board of Trustees of the Internet Society hereby approves the filing of applications for the assignment by ICANN of the proposed gTLD’s and IDN’s; and BE IT FURTHER RESOLVED, that the Board of Trustees of the Internet Society also approves the operation by PIR of the gTLD’s and IDN’s, as awarded.

Resolution 2011-28: Adopt the Amended and Restated By-Laws of the Internet Society
RESOLVED, that the revised and restated By-Laws of the Internet Society as presented and amended during the Board discussion are adopted

Resolution 2011-29: Appoint members of the Audit Committee
RESOLVED, that Alain Aina and Khaled Koubaa are appointed to the Audit Committee

Resolution 2011-30: Establish a By-Laws review committee
RESOLVED, that the Board establishes a By-Laws review committee with the proposed charter with Eric Burger as chair of the committee, and Narelle Clark and Therea Swinehart as committee members along with Greg Kapfer and Walda Roseman as ISOC staff support and Scott Bradner as an invited expert.