The Internet Society Foundation Board of Trustees has passed the following resolutions at their meetings:

Resolutions in 2021

Resolution F2021-01: Approve Board Designated Funds for ISOC Foundation Programs

BE IT RESOLVED, that the Board of Trustees hereby approves $500,000 of Board Designated Funds to be released as soon as possible to fund the Resilience and Responding to Emergencies (RARE) program; and
BE IT RESOLVED, that the Board of Trustees hereby approves $750,000 of Board Designated Funds to be released as soon as possible to fund the SCILLS program; and
BE IT RESOLVED, that the Board of Trustees hereby approves $1,600,000 of Board Designated Funds to be released as soon as possible to fund research; and
BE IT RESOLVED, that the Board of Trustees hereby approves $150,000 of Board Designated Funds to be released as soon as possible to fund Beyond the Net and Chapters.

The Board of Trustees will consider additional requests for funds in the second part of the fiscal year if and when the need arises.

FURTHER RESOLVED, that any officer or trustee of the Foundation is authorized for and on behalf of the Foundation to do all such acts reasonably required in connection with the foregoing resolutions, including the authority to execute and deliver documents on behalf of the Foundation

Resolution F2021-02: Ratify ISOC Foundation Board resolutions approved by e-vote

RESOLVED, that the Board ratifies the resolutions previously approved by e-vote as presented.

Resolution F2021-03: Approve the minutes of the 10th ISOC Foundation Board meeting

WHEREAS the ISOC Foundation board has reviewed the minutes of the 10th Board meeting attached hereto as Exhibit A,

RESOLVED, that the minutes of the 10th meeting of the ISOC Foundation Board of Trustees, held by videoconference on March 16, 2021 are approved.

Resolution F2021-04: Amend 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 “Board”) shall have the authority to amend the Bylaws subject to the approval of the Member of the Foundation; and

WHEREAS the Board has determined that it is in the best interests of the Foundation to amend the Bylaws as provided in Exhibit A attached hereto; and

WHEREAS pursuant to Article I, Section 2(c), of the 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 adopt the Budget Approval Policy as provided in Exhibit B attached hereto in furtherance of Article I, Section 2(c), of the Bylaws,

NOW, THEREFORE, BE IT:

RESOLVED, that the Board hereby adopts the amended Bylaws as attached hereto as Exhibit A; and

RESOLVED, that the Board hereby adopts 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 F2021-05: Establish Standing Committees

WHEREAS the Board of Trustees (the “Board”) of the Internet Society Foundation (the “Foundation”) has determined to establish certain standing committees pursuant to Article II, Section 12, of the Foundation’s bylaws,

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby establishes the following standing committees and adopts charters, as presented, for each committee respectively:

Audit Committee

Compensation Committee

Executive Committee

Finance Committee

FURTHER RESOLVED, that the Board appoints the following Trustees to serve as the members of the standing committees, to serve until the next Annual Meeting of the Board:

Audit Committee

Heather West, Chair

Maimouna Diop

Mike Godwin

Compensation Committee

Gonzalo Camarillo, Chair

Walid Al-Saqaf

Mike Godwin

Ted Hardie

Heather West

Executive Committee

Gonzalo Camarillo, Chair

Richard Barnes

John Levine

Andrew Sullivan, Non-voting Member

Finance Committee

Richard Barnes, Chair

Gonzalo Camarillo

Ted Hardie

Robert Pepper

George Sadowsky

Andrew Sullivan, Non-voting Member

Laura Thomson

FURTHER 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 F2021-06: Appoint Secretary of the Foundation

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

Resolution F2021-07: Adopt Amended Conflict of Interest Policy for Trustees & Officers

WHEREAS Article II, Section 1, of the the Internet Society Foundation Bylaws (the“Bylaws”) provides that the affairs of the Foundation shall be directed by the Board, RESOLVED, that the Board hereby adopts the amended Conflict of Interest Policy forTrustees and Officers attached hereto as Exhibit A.

Resolution F2021-08: Accept the Strategic Advisory Committee Report

RESOLVED, that the report of the 2020-2021 Strategic Advisory Committee is accepted.

Resolution F2021-09: Accept the reports of the ISOC board’s Compensation, Audit, Finance and Executive committees.

RESOLVED, that the reports of the ISOC Compensation, Audit, Finance and Executive committees are accepted as reports for the ISOC Foundation board.

Resolution F2021-10: Accept and convey action items to the 2021-2022 Foundation 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.

Resolution F2021-11: Appoint chairs and members of committees of the Foundation Board

RESOLVED, that the ISOC Foundation Board makes the following appointments to committees of the board for the 2021-2022 term:

Audit Committee

Chair: Mike Godwin

Members: Richard Barnes, Maimouna Diop.

Compensation Committee

Chair: Incoming Board Chair (Ted Hardie)

Members: Richard Barnes, Brian Haberman, Muhammad Shabbir.

Executive Committee

Chair: Incoming Board Chair (Ted Hardie)

Members: Jon Peterson, Laura Thomson.

Non-voting, ex-officio member: Andrew Sullivan

Finance Committee

Chair: Laura Thomson

Members: Robert Pepper, Jon Peterson, George Sadowsky.

Non-voting, ex-officio member: Andrew Sullivan

Strategic Advisory Committee

Chair: Jon Peterson

Members: Richard Barnes, Paul Ebersman, Brian Haberman, Luis Martinez, Robert Pepper.

Non-voting, ex-officio member: Andrew Sullivan

Resolution F2021-12: Approve the minutes of the 11th Foundation board meeting

RESOLVED, that the minutes of the 11th meeting of the ISOC Foundation Board of Trustees, held by videoconference on 8 July 2021, are approved.

Resolution F2021-13: Accept the Summary of Agreed Board Action Items from the 2020-2021 Foundation Board.

RESOLVED, the ISOC Foundation Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2020-2021 Board.

Resolutions in 2020

Resolution F2020-01: Approve the minutes of the sixth Foundation Board meeting

RESOLVED, that the minutes of the sixth meeting of the Board of Trustees, held by videoconference on March 14, 2020, are approved.

Resolution F2020-02: Approve funding for projects addressing COVID-19 pandemic

WHEREAS the Internet Society Foundation focuses on funding initiatives that promote the development of the Internet as a global technical infrastructure and that demonstrate the positive difference the Internet can make in enriching people’s lives around the world; and
WHEREAS the current COVID-19 pandemic poses grave danger to people’s lives, while many of the related restrictions to contain it are disrupting education, healthcare, and all manner of economic activity around the world; and
WHEREAS the Internet has already demonstrated great value as a technology to respond to the COVID-19 pandemic and to overcome challenges posed by restrictions on meetings, travel, commerce and other essential human activities;
RESOLVED, that the Internet Society Foundation Board of Trustees authorizes that $1,500,000 originally designated for Disaster Programs in 2020 be re-designated for a special program that funds Internet projects addressing COVID-19.

Resolution F2020-03 Accept the Strategic Advisory Committee Report.

RESOLVED, that the report of the 2019-2020 Strategic Advisory Committee is accepted.

Resolution F2020-04: Approve the minutes of the seventh Foundation Board meeting

RESOLVED, that the minutes of the seventh meeting of the Board of Trustees, held by videoconference on July 2, 2020, are approved.

Resolution F2020-05: Appoint the Strategic Advisory Committee

RESOLVED, that the Board creates a Strategic Advisory Committee and appoints Walid as chair of the committee, and Heather, Maimouna, Mike, Olga, Pepper, and Ted as members. The Executive Director serves as a non-voting, ex-officio member of the committee.

Resolution F2020-06: Approve the minutes of the eighth Foundation Board meeting

RESOLVED, that the minutes of the eighth meeting of the Board of Trustees, held by videoconference on August 2, 2020, are approved.

Resolution F2020-07: Change the Executive Director’s Financial Authority for grants and grant payments RESOLVED, that the Executive Director is authorized to approve grants and grant payments up to $500,000 USD through the grant management system. All other standard approval limits apply.

Resolution F2020-08: Approve the 2021 Foundation Action Plan and Operational Budget

RESOLVED, that the Internet Society Foundation Board approves the 2021 Foundation Action Plan and Operational Budget, as presented.

Resolution F2020-09: Approve funding for Resiliency and Responding to Emergencies (RARE)

RESOLVED that the ISOC Foundation Board approves the expenditure of $2,696,000 to fund the Resiliency and Responding to Emergencies (RARE) program using remaining amounts from Reserves.

Resolution F2020-10: Approve funding for the SCILLS/Capacity Building

RESOLVED that the ISOC Foundation Board approves the expenditure of $689,000 to fund the SCILLS/Capacity Building program using remaining amounts from Reserves.

Resolution F2020-11: Approve funding for Research

RESOLVED that the ISOC Foundation Board approves the expenditure of $400,000 to fund Research using remaining amounts from Reserves.

Resolution F2020-12: Approve funding for Beyond the Net

RESOLVED that the ISOC Foundation Board approves the expenditure of $420,000 to fund the Beyond the Net program using remaining amounts from Reserves.

Resolution F2020-13: Approve funding for Opportunities

RESOLVED that the ISOC Foundation Board approves the expenditure of $200,000 from remaining Reserves to fund Opportunities, including sponsorships for Global/Regional IGF and Schools of Internet Governance.

Resolution F2020-14: Internet Society Foundation Contributions to the IETF LLC

WHEREAS the Internet Society (ISOC) has since its creation supported the Internet Engineering Task Force (IETF), and

WHEREAS ISOC in 2018 authorized the creation of the IETF Administration LLC (IETF LLC) to support the work of the IETF, and

WHEREAS ISOC has recently entered into a Funding Agreement to provide the IETF LLC with annual contributions for operating expenses and other financial support;

RESOLVED, that the Internet Society Foundation Board accepts the agreement as presented and directs the Executive Director to make annual contributions and provide other financial support to the IETF LLC as per the terms of the agreement.

Resolution F2020-15: Approve the minutes of the ninth Foundation Board meeting

RESOLVED, that the minutes of the ninth meeting of the Board of Trustees, held by videoconference on November 23, 2020, are approved.

Resolution F2020-16: Adopt the Mission, Vision, and Values statements

RESOLVED, that the Foundation’s Mission, Vision, and Values statements are adopted, as presented.

Resolution F2020-17: Approve an Amendment to the IETF Funding Agreement

WHEREAS the Internet Society, Inc. (“ISOC”) previously approved a Funding Agreement, effective November 16, 2020, to provide funding to IETF Administration LLC for the calendar years 2021 through 2026; and

WHEREAS on November 23, 2020, the Board of Trustees (the “Board”) of the Internet Society Foundation (the “ISOC Foundation”) resolved to accept the Funding Agreement and to make annual contributions and provide other financial support to the IETF LLC consistent with the terms of the Funding Agreement; and

WHEREAS the Board of Trustees of ISOC (the “ISOC Board”) approved an amendment to the Funding Agreement to clarify the intent of the parties pursuant to the terms of the Amendment to Funding Agreement as presented to the Board on 21 December 2020 (the “Amendment”); and

WHEREAS the ISOC Foundation Board has determined to accept the Amendment; 

NOW, THEREFORE, BE IT RESOLVED, that the ISOC Foundation Board accepts the amendment to the Funding Agreement as presented and directs the Executive Director to make annual contributions and provide other financial support to the IETF LLC consistent with the terms of the amended Funding Agreement.

Resolutions in 2019

Resolution F2019-01: Establish a Program Advisory Committee of the Foundation Board of Trustees
RESOLVED, that the Internet Society Foundation board establishes a Program Advisory Committee and approves its Charter as presented.

Resolution F2019-02: Appoint members of the Program Advisory Committee
RESOLVED, that that Board appoints Hans Peter Dittler (Chair), Richard Barnes, John Levine, Robert Pepper, and Olga Cavalli to the Program Advisory Committee, to serve until the 2019 Annual General Meeting.

Resolution F2019-03: Approve the minutes of the third Foundation Board meeting

RESOLVED, that the minutes of the third meeting of the Board of Trustees, held in Kobe on March 8, 2019, are approved.

Resolution F2019-04: Accept the Program Committee Report

RESOLVED, that the Program Committee report is accepted.

Resolution F2019-05: Re-establish the Program Committee

RESOLVED, that the Board appoints Hans Peter Dittler (Chair), Richard Barnes, John Levine, Robert Pepper, and Olga Cavalli to the Program Advisory Committee. The Executive Director serves as a non-voting ex-officio member of the committee.

Resolution F2019-06: Re-charter the Strategic Advisory Committee

RESOLVED, that the name of the Program Advisory Committee is changed to the Strategic Advisory Committee, and that the revised committee charter is approved as presented in a draft on September 11, 2019. All members of the committee continue as members of the new committee with their existing terms.

Resolution F2019-07: Approve the minutes of ISOC Foundation board meeting 4

RESOLVED, that the minutes of the fourth meeting of the Board of Trustees, held in Montreal on July 28, 2019 are approved.

Resolution F2019-08: Approve the 2020 Foundation Action Plan and Budget

RESOLVED, that the Internet Society Foundation Board approves the 2020 Foundation Action Plan and Budget, as presented.

Resolution F2019-09: Approve Board Designated Funds for Chapter Capacity and SCILL Programs

RESOLVED, that the Internet Society Foundation Board approves an additional $500,000 for Chapter Capacity –Beyond the Net and $500,000 for the Strengthening Communities Improving Lives and Livelihoods (SCILL) program.

Resolution F2019-10: Approve contribution to the IETF LLC 2020 Operational Budget

WHEREAS the Internet Society and IETF Administration LLC (“IETF”) are parties to the Limited Liability Company Agreement of IETF Administration LLC dated as of August 27, 2018 (the “IETF Operating Agreement”); and

WHEREAS the Internet Society shall contribute $5,000,000 to the IETF to fund its annual operating expenses for the 2021 budget year (the “Operating Expense Contribution”), such contribution to be delivered prior to December 31, 2020; and

WHEREAS the Internet Society Foundation will be contributing $5,000,000 of the Operating Expense Contribution on behalf of the Internet Society;

RESOLVED, that the Internet Society Foundation’s contribution of the Operating Expense Contribution to IETF is hereby approved.

Resolution F2019-11: Approve the minutes of the fifth Foundation Board meeting

RESOLVED, that the minutes of the fifth meeting of the Board of Trustees, held in Singapore on November 24, 2019 are approved.

Resolutions in 2018

RESOLUTION F2018-01: Select Foundation officers
RESOLVED, that the following individuals are appointed to the offices of the Foundation, to serve until the next Annual General Meeting of the Internet Society:

  • Chair –Gonzalo Camarillo
  • President and CEO –Kathryn Brown
  • Treasurer –Sean Turner
  • Secretary –John Levine

RESOLUTION F2018-02: Foundation budget and staffing
RESOLVED, that the budget and staffing proposal for the remainder of 2018 in the form presented to the meeting are hereby approved.

RESOLUTION F2018-03: Approve the minutes of the first Foundation Board meeting
RESOLVED, that the minutes of the first meeting of the Board of Trustees, held in Panama City on July 1, 2018 are approved.

RESOLUTION F2018-04: Elect Andrew Sullivan as President and CEO
Andrew Sullivan was elected President and CEO of the Foundation by secret ballot. The tally was 12 for Andrew, no abstentions

RESOLUTION F2018-05: Approve the 2019 Foundation Budget
RESOLVED, that the Internet Society Foundation Board approves the 2019 Foundation Budget as presented.

RESOLUTION F2018-06: Approve contribution to the IETF LLC Operating Reserve
WHEREAS the Internet Society and IETF Administration LLC (“IETF”) are parties to the Limited Liability Company Agreement of IETF Administration LLC dated as of August 27, 2018 (the “Agreement”); and
WHEREAS Exhibit B of the Agreement further provides that the Internet Society would contribute to the IETF an amount of money intended to serve as an operational reserve equal to IETF’s budgeted Net Loss for 2019 (as such term is defined in the Agreement) multiplied times three (the “Operational Reserve Contribution”); and
WHEREAS the IETF has recently approved its budget for 2019; and
WHEREAS based on such budget and the terms of Exhibit B of the Agreement, the amount of the Operational Reserve Contribution is computed to be $13.65 million; and
WHEREAS the Internet Society Foundation will fund $3.25 million of the Operating Reserve Contribution with the Internet Society funding the remaining balance,
RESOLVED, that the Internet Society Foundation’s contribution of the Operational Reserve Contribution is hereby approved, and
FURTHER RESOLVED, that the Internet Society’s obligation to fund the Operational Reserve Contribution is subject to the prior approval by the Internet Society’s Chief Financial Officer, or such person’s delegate, of an investment policy for the IETF.

RESOLUTION F2018-07: Approve contribution to the IETF LLC 2020 Operational Budget
WHEREAS the Internet Society and IETF Administration LLC (“IETF”) are parties to the Limited Liability Company Agreement of IETF Administration LLC dated as of August 27, 2018 (the “Agreement”); and
WHEREAS Exhibit B of the Agreement provides that the Internet Society would contribute $5,000,000 to the IETF to fund its annual operating expenses for the 2020 budget year (the “Operating Expense Contribution”), such contribution to be delivered prior to December31, 2019; and
WHEREAS the Internet Society Foundation will be contributing $5,000,000 of the Operating Expense Contribution on behalf of the Internet Society;
RESOLVED, that the Internet Society Foundation’s contribution of the Operating Expense Contribution to IETF is hereby approved.

RESOLUTION F2018-08: Approve contribution to the IETF LLC 2019 Operational Budget
WHEREAS the Internet Society and IETF Administration LLC (“IETF”) are parties to the Limited Liability Company Agreement of IETF Administration LLC dated as of August 27, 2018 (the “Agreement”); and
WHEREAS Exhibit B of the Agreement provides that the Internet Society would contribute $5,000,000 to the IETF to fund its annual operating expenses for the 2019 budget year(the “Operating Expense Contribution”), such contribution to be delivered prior to December31, 2018; and
WHEREAS the Internet Society Foundation will be contributing $5,000,000 of the Operating Expense Contribution on behalf of the Internet Society;
RESOLVED, that the Internet Society Foundation’s contribution of the Operating Expense Contribution to IETF is hereby approved.

Resolution F2018-09: Approve the minutes of the second Foundation Board meeting
RESOLVED, that the minutes of the second meeting of the Board of Trustees, held in Bangkok on November 10 2018, are approved.