The Internet Society Foundation Board of Trustees has passed the following resolutions at their meetings:
Resolutions in 2024
Resolution F2024-1: Approve the Minutes of the 23rd ISOC Foundation Board Meeting
WHEREAS, the ISOC Foundation Board of Trustees has reviewed the minutes of the 23rd board meeting, attached hereto as Exhibit A and B;
RESOLVED, that the minutes of the 23rd meeting of the ISOC Foundation Board of Trustees are approved.
Resolutions in 2023
Resolution F2023-1: Approve the Foundation Financial Delegation Policy
WHEREAS, via Resolution F2022-17, the Board of Trustees adopted a revised Signature Authorization and Delegation of Authority Policy;
WHEREAS, the Foundation Financial Delegation Policy requires revisions to align with the financial delegation structure and with the revised signature approval structure;
WHEREAS, the Foundation Board of Trustees Finance Committee has reviewed the revised Financial Delegation Policy and recommends the adoption of the revisions;
RESOLVED, that the Financial Delegation Policy, attached hereto as Exhibit 1, is approved.
Resolution F2023-2: Approve the Minutes of the 20th ISOC Foundation Board Meeting
WHEREAS, the ISOC Foundation Board of Trustees has reviewed the minutes of the 20th board meeting, attached hereto as Exhibit A and B;
RESOLVED, that the minutes of the 20th meeting of the ISOC Foundation Board of Trustees are approved.
Resolution F2023-3: Approve 2023 Funding for the Network Startup Resource Center
WHEREAS, the Network Startup Resource Center (“NSRC”) is a non-profit center operated at the University of Oregon that helps develop national and regional Internet infrastructure for collaborative research, education, and international partnerships; and
WHEREAS, in accord with its mission and purpose, the Foundation wishes to provide funding in the amount of $600,000 to NSRC to further a shared vision of an open, globally-connected, secure and trustworthy Internet for everyone;
RESOLVED, that the Board of Trustees authorizes a gift to the NSRC in the amount of $600,000 to be made in 2023 funded out of the Foundation’s Opportunities Program; and
FURTHER RESOLVED, the Board of Trustees authorizes an increase of the Foundation’s Opportunities Program for a total of $600,000 to cover the NSRC gift.
Resolution F2023-4: To Accept and Convey Action Items for the 2023-2024 Foundation Board of Trustees
WHEREAS, at the close of each Internet Society Foundation board year, the outgoing Board of Trustees conveys to the incoming board a list of priorities based on its knowledge and experience, which are crucial for the continued success of the organization; and
WHEREAS, now at the close of its term, the 2022-2023 board conveys the following priorities to the 2023-2024 board:
- Support the Foundation in its ongoing role as a center for philanthropic activity in furtherance of the Internet Society’s mission and in the development of its applicant and grantee community.
- Assist the Foundation in the growth of its role as a supporting organization.
- Support fundraising efforts.
- Support ongoing efforts to improve the accessibility of Foundation materials and communities.
RESOLVED, Accept Action Items to the 2023-2024 Foundation Board of Trustees; and
RESOLVED, the 2022-2023 Board of Trustees accepts as accurate the following Summary of Agreed Board Action Items: and,
FURTHER RESOLVED, that the Board of Trustees conveys the Summary of Agreed Action Items to the 2023-2024 Board of Trustees for consideration.
Resolution F2023-5: Approve the Minutes of the 21st ISOC Foundation Board Meeting
WHEREAS, the ISOC Foundation Board of Trustees has reviewed the minutes of the 21st board meeting, attached hereto as Exhibit A and B;
RESOLVED, that the minutes of the 21st meeting of the ISOC Foundation Board of Trustees are approved.
Resolution F2023-6: Approve the 2024 Internet Society Foundation Action Plan and Budget
RESOLVED, that the Internet Society Foundation Board of Trustees approves the 2024 Action Plan and Budget as presented.
Resolution F2023-7: Approve Board-Designated Funds for Internet Society Foundation Programs
RESOLVED, that the Board of Trustees hereby approves designating a total of $23,250,000 using the remaining balances in Reserves for Philanthropic programs’ 2024 awards as outlined below:
- an additional $2,000,000 to fund the Resilience and Responding to Emergencies (RARE) program,
- an additional $3,500,000 to fund the Strengthening Communities/Improving Lives and Livelihoods (SCILLS) program,
- an additional $4,500,000 to fund the Research program,
- an additional $1,500,000 to fund Beyond the Net and Chapters, including sponsorships for Global/Regional IGF and Schools of Internet Governance,
- an additional $3,000,000 to fund the Building Opportunities/Leveraging Technologies (BOLT) program,
- an additional $1,750,000 to fund the Opportunities fund, and
- $7,000,000 to fund IETF Administration LLC
Resolution F2023-8: Approve Board-Designated Funds for Internet Society Foundation Programs
RESOLVED, that the Board of Trustees hereby approves designating an additional $1,500,000 to fund the Opportunities fund for Global Cyber Alliance using the remaining balances in Reserves.
Resolution F2023-9: Approve the Amended Internet Society Foundation Investment Policy
RESOLVED, that the Board approves the amended Internet Society Foundation Investment Policy as presented.
Resolution F2023-10: Approve the Foundation’s Amended Compensation Committee Charter
WHEREAS, as part of its annual workplan, the Compensation Committee reviewed its Charter and revised it to reflect current titles;
WHEREAS, the Amended and Restated By-Laws of the Internet Society Foundation Article II Section 12(b) require the Board of Trustees to approve committee charters;
RESOLVED, that the Amended Compensation Committee Charter, attached hereto as Exhibit 1, is approved.
Resolutions in 2022
Resolution F2022-01: Appoint a chair and member of the Foundation Audit Committee
WHEREAS the Chair of the Foundation Audit Committee resigned prior to the end of his term, and
WHEREAS the Charter of the Audit Committee states that the committee shall consist of at least three voting Trustees appointed by the board,
RESOLVED, that the board appoints Richard Barnes to serve as Chair and appoints Dr. Luis Martinez as an additional Member.
Resolution F2022-02: Approve the minutes of the 14th ISOC Foundation Board meeting
WHEREAS the ISOC Foundation board has reviewed the minutes of the 14th board meeting
attached hereto as Exhibit A,
RESOLVED, that the minutes of the 14th meeting of the ISOC Foundation Board of Trustees,
held by videoconference on January 12, 2022, are approved.
Resolution F2022-03: Approve the Internet Society Foundation Investment Policy
RESOLVED, that the Board approves the Internet Society Foundation Investment Policy as
presented and attached hereto as Exhibit 1.
Resolution F2022-04: Accept the Compensation Committee Report
RESOLVED, that the final report of the 2021-2022 Compensation Committee is accepted.
Resolution F2022-05: Approve the minutes of the 15th ISOC Foundation Board meeting
WHEREAS the ISOC Foundation board has reviewed the minutes of the 15th Board meeting
attached hereto as Exhibit A and B,
RESOLVED, that the minutes of the 15th meeting of the ISOC Foundation Board of Trustees,
held by videoconference on March 26, 2022, are approved.
Resolution F2022-06: Accept the Audit Committee Report.
RESOLVED, that the report of the 2021-2022 Audit Committee is accepted.
Resolution F2022-07: Accept the Executive Committee Report.
RESOLVED, that the report of the 2021-2022 ExecutiveCommittee is accepted.
Resolution F2022-08: Accept the Strategic Advisory Committee Report.
RESOLVED, that the report of the 2021-2022 Strategic Advisory Committee is accepted.
Resolution F2022-09: Accept and convey action items to the 2022-2023 Foundation Board of Trustees.
RESOLVED, the 2021-2022 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 2022-2023 Board.
Resolution F2022-10: Accept the ISOC Foundation Finance Committee Report
RESOLVED, that the report of the 2021-2022 ISOC Foundation Finance Committee, attached hereto as Exhibit A, is accepted.
The following resolutions were approved during the meeting.
Resolution F2022-11: 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 2022-2023 term.
Audit Committee
Chair: Luis Martinez
Members: Brian Haberman, Victor Kuarsingh, Sagarika Wickramasekera.
Compensation Committee
Chair: Ted Hardie
Members: Brian Haberman, Victor Kuarsingh, Barry Leiba and Robert Pepper.
Executive Committee
Chair: Ted Hardie
Members: Laura Thomson and Robert Pepper.
Non-voting, ex-officio members: Andrew Sullivan
Finance Committee
Chair: Laura Thomson
Members: Ted Hardie, Robert Pepper, Jon Peterson and George Sadowsky.
Non-voting, ex-officio member: Andrew Sullivan
Strategic Advisory Committee
Chair: Jon Peterson
Members: Brian Haberman, Luis Martinez, Charles Mok, Robert Pepper and Laura Thomson.
Non-voting, ex-officio member: Andrew Sullivan
Resolution F2022-12: Approve the minutes of the 16th Foundation board meeting
RESOLVED, that the minutes of the 16th meeting of the ISOC Foundation Board of Trustees, held by videoconference on 8 June 2022, are approved.
Resolution F2022-13: Accept the Summary of Agreed Board Action Items from the 2021-2022 Foundation Board.
RESOLVED, the ISOC Foundation Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2021-2022 board.
• Continue to support the approved Foundation programs.
• Support the evolution of the relationship of the Internet Society Foundation as a supporting organization of the Internet Society.
Resolution F2022-14: Approve Board Designated Funds for the Internet Society Foundation’s Research Grant Program
RESOLVED, that the Board approves an additional $1,800,000 for the Foundation’s Research Grant Program in order to cover additional commitments before the end of calendar year 2022.
Resolution F2022-15: Approve the Internet Society Foundation Investment Policy
RESOLVED, that the Board approves the Internet Society Foundation Investment Policy as presented and attached hereto as Exhibit 1.
Resolution F2022-16: Approve the 2023 Foundation Action Plan and Budget
RESOLVED, that the Internet Society Foundation Board of Trustees approves the 2023 Foundation Action Plan and Budget as presented.
Resolution F2022-17: Adopt Signature Authorization and Delegation of Authority Policy
WHEREAS, the Board of Trustees has general authority under applicable statutes and the Internet Society Foundation by-laws to enter into all contracts to which the Internet Society Foundation may be a party, and may delegate such authority to one or more Authorized Signatories for the day-to-day management of the Internet Society Foundation; and
WHEREAS, a policy regarding signature authorization and delegation of authority will promote the efficient operation of the Internet Society Foundation and establish sound internal controls where only individuals with properly delegated signature authority are able to commit the Internet Society Foundation to binding obligations and execute contracts on behalf of the Internet Society Foundation;
RESOLVED, that the Board of Trustees hereby adopts the Signature Authorization and Delegation of Authority Policy as presented.
Resolution F2022-18: Approve Board Designated Funds for ISOC Foundation Programs
RESOLVED, that the Board of Trustees hereby approves designating an additional $5,000,000 to fund the Resilience and Responding to Emergencies (RARE) program using the remaining amounts from Reserves; and
RESOLVED, that the Board of Trustees hereby approves designating an additional $3,167,000 to fund the Strengthening Communities/Improving Lives and Livelihoods (SCILLS) program using the remaining amounts from Reserves; and
RESOLVED, that the Board of Trustees hereby approves designating an additional $5,500,000 to fund the Research program using the remaining amounts from Reserves; and
RESOLVED, that the Board of Trustees hereby approves designating an additional $792,000 to fund Beyond the Net and Chapters, including sponsorships for Global/Regional IGF and Schools of Internet Governance, using the remaining amounts from Reserves; and
RESOLVED, that the Board of Trustees hereby approves designating an additional $2,599,000 to fund the Building Opportunities/Leveraging Technologies (BOLT) program using the remaining amounts from Reserves; and
RESOLVED, that the Board of Trustees hereby approves designating an additional $200,000 to fund Opportunities fund using the remaining amounts from Reserves; and
RESOLVED, that the Board of Trustees hereby approves designating $6,750,000 to fund IETF Administration LLC using the remaining amounts from Reserves; and
RESOLVED, that the Board of Trustees hereby approves designating $629,000 for the Learning @ ISOC program using the remaining amounts from Reserves.
Resolution F2022-19: Approve the Minutes of the 19th ISOC Foundation Board Meeting
WHEREAS, the ISOC Foundation Board of Trustees has reviewed the minutes of the 19th board meeting, attached hereto as Exhibit A and B;
RESOLVED, that the minutes of the 19th meeting of the ISOC Foundation Board of Trustees are approved.
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.
Resolution F2021-14: Adopt a Procedure for Conducting Electronic Votes
WHEREAS the ISOC Foundation board wishes to adopt a Procedure for Conducting Electronic Votes,
RESOLVED, that the Procedure for Conducting Electronic Votes as presented in Exhibit A, attached hereto, is adopted.
Resolution F2021-15: Approve the minutes of the 12th ISOC Foundation Board meeting
WHEREAS the ISOC Foundation board has reviewed the minutes of the 12th Board meeting, attached hereto as Exhibit A,
RESOLVED, that the minutes of the 12th meeting of the ISOC Foundation Board of Trustees, held by videoconference on August 1, 2021, are approved.
Resolution F2021-16: Adopt Extraordinary Grant/Investment Request Policy
WHEREAS the Board of Trustees (the “Board”) and the Executive Director of the ISOC Foundation occasionally receive grant or investment funding requests outside of the approved budget and the ordinary grant request process,
RESOLVED, that the Board hereby adopts the Extraordinary Grant/Investment Request Policy for the ISOC Foundation, attached hereto as exhibit A.
Resolution F2021-17: Approve the 2022 Foundation Action Plan and Budget
RESOLVED, that the Internet Society Foundation board approves the 2022 Foundation Action Plan and Budget, as presented.
Resolution F2021-18: Approve funding for Resiliency and Responding to Emergencies (RARE)
RESOLVED, that the ISOC Foundation Board approves the expenditure of $3,408,000 to fund the Resiliency and Responding to Emergencies (RARE) program using remaining amounts from Reserves.
Resolution F2021-19: Approve funding for Strengthening Communities/Improving Lives and Livelihoods (SCILLS)
RESOLVED, that the ISOC Foundation Board approves the expenditure of $3,105,000 to fund the Strengthening Communities/Improving Lives and Livelihoods (SCILLS) program using remaining amounts from Reserves.
Resolution F2021-20: Approve funding for Research
RESOLVED, that the ISOC Foundation Board approves the expenditure of $3,622,500 to fund Research program using remaining amounts from Reserves.
Resolution F2021-21: Approve funding for Beyond the Net
RESOLVED, that the ISOC Foundation Board approves the expenditure of $293,000 to fund the Beyond the Net program using remaining amounts from Reserves.
Resolution F2021-22: Approve funding for Building Opportunities/Leveraging Technology (BOLT)
RESOLVED, that the ISOC Foundation Board approves the expenditure of $1,242,000 to fund the Building Opportunities/Leveraging Technology (BOLT) program using remaining amounts from Reserves.
Resolution F2021-23: Approve funding for Opportunities
RESOLVED, that the ISOC Foundation Board approves the expenditure of $255,000 from remaining Reserves to fund Opportunities, including sponsorships for Global/Regional IGF and Schools of Internet Governance.
Resolution F2021–24 Approve Ten-Year Financial Portfolio Recommendations
WHEREAS, the Board of Trustees (the “Board”) of the Internet Society Foundation (the “Foundation”) has reviewed the financial scenario planning and ten-year financial portfolio recommendations as presented by the Executive Director of the Foundation,
NOW, THEREFORE, BE IT RESOLVED, that the financial scenario planning and ten-year financial portfolio recommendations are approved.
Resolution F2021–25 Approve the creation of a US$50,000,000 Quasi-Endowment
WHEREAS, the Board of the Foundation has reviewed different financial scenarios within which the Foundation could potentially operate in the next ten years as presented by the Executive Director; and
WHEREAS, the Executive Director has recommended that the Board designate $50,000,000 of the Foundation’s current funds as a quasi-endowment to support the Foundation’s long-term sustainability within the context of the different financial scenarios as presented; and
WHEREAS, the Board has determined that it is in the Foundation’s best interests to designate such funds as recommended to provide for a sustainable financial future for the Foundation,
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby designates $50,000,000 as a quasi-endowment (the “Reserve Quasi-Endowment”) with such $50,000,000 corpus restricted from use without a unanimous resolution of the entire Board to permit spending of the corpus, and
FURTHER RESOLVED, that the Reserve Quasi-Endowment shall be managed to provide for the long- and short-term financial needs of the Foundation to carry out its exempt purposes and to preserve the value of the Reserve Quasi-Endowment’s assets as set forth in these resolutions; and
FURTHER RESOLVED, that the Executive Director is directed to develop, with the assistance of the Foundation’s financial advisors and in consultation with the President and CEO, an investment and spending policy for approval by the Board of the Foundation for the Reserve Quasi-Endowment in furtherance of the purposes of the Reserve Quasi-Endowment and consistent with these resolutions; and
FURTHER RESOLVED, that the officers of the Foundation are hereby authorized and empowered to take any and all actions that they, or any of them, may deem necessary or proper to effectuate the purpose of the foregoing resolutions.
Resolution F2021-26: Appoint Sae Park as Internet Society Foundation Chief Financial Officer
WHEREAS the Board wishes to appoint a new Chief Financial Officer pursuant to Article III, Sections 1 and 4, of the By-laws of the Internet Society Foundation, and
WHEREAS Sae Park has performed admirably for the Internet Society in the roles of Senior Director of Finance and Acting Chief Financial Officer,
BE IT RESOLVED, that the Board hereby appoints Sae Park as Chief Financial Officer of the Internet Society Foundation with immediate effect.
Resolution F2021-27: Approve the minutes of the 13th ISOC Foundation Board meeting
WHEREAS the ISOC Foundation board has reviewed the minutes of the 13th Board meeting attached hereto as Exhibit A and B,
RESOLVED, that the minutes of the 13th meeting of the ISOC Foundation Board of Trustees, held by videoconference on November 13, 2021, are approved.
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.