<div dir="ltr"><div dir="ltr"><div class="gmail_default" style="font-size:small"><div class="gmail_default" style="font-size:small">Hi Olivier,</div><div class="gmail_default" style="font-size:small"><br></div><div class="gmail_default" style="font-size:small">The
CGF was, as you note, created initially as part of the PIR transition
which was proposed but did not occur. It was dormant for a period of
time, after which an analysis suggested it would be useful for it to
take up its original remit but with a smaller pool of money derived from
reserves. Here is the resolution approving this:<br></div><div class="gmail_default" style="font-size:small">
<p class="MsoNormal"><u></u> <u></u></p>
<p class="MsoNormal"><b>Resolution 2023-18: Approve Operationalizing Connected Giving Foundation<br>
</b>WHEREAS, the Internet Society, Inc. is the sole member of Connected
Giving Foundation (“CGF”), which was formed as a supporting organization
to Internet Society in 2019 and has not engaged in any operations since
it was formed;<br>
WHEREAS, management has recommended that the Board of Trustees (“Board”)
of Internet Society operationalize CGF to invest and manage funds for
the benefit of Internet Society and its mission, including for the
benefit of the Internet Society Foundation;<br>
WHEREAS, management has presented a plan for operationalizing CGF to
manage long-term reserves, receive annual cash surplus funding from PIR,
and to review and fund Board-designated initiatives/funds of Internet
Society, all to ensure continuous growth of the
long-term reserves (the “Plan”); and<br>
WHEREAS, the Board has determined that it is in the best interests of
Internet Society and its mission to fund CGF and to approve the Plan.<br>
NOW, THEREFORE, BE IT:<br>
RESOLVED, that the Board hereby approves the Plan as presented by management;<br>
RESOLVED FURTHER, that the Board hereby authorizes and directs the
officers of Internet Society to implement the action plan contained in
the Plan, including to transfer (or cause the transfer of) excess
contributions from PIR to CGF; and<br>
RESOLVED FURTHER, that the Board hereby authorizes and directs the
President and CEO of Internet Society to evaluate and recommend to the
Board an appropriate governance structure and board composition for CGF
given the nature of its planned activities.</p><p class="MsoNormal"><br></p><p class="MsoNormal">This was minuted in this set of <a href="https://www.internetsociety.org/board-of-trustees/minutes/173/" target="_blank">minutes</a>.</p><p class="MsoNormal"><br></p><p class="MsoNormal">The updated governance structure and board composition was approved by this resolution, <br></p><p class="MsoNormal"><br></p><p class="MsoNormal"><b>Resolution 2023-XX: Approval of Connected Giving Foundation’s Amended Governing Documents<br></b>WHEREAS,
the Board has determined that it is in the best interest of Connected
Giving Foundation (the “CGF Foundation”), a Pennsylvania nonprofit
corporation of which Internet Society is the sole member, to approve and
adopt the Amended and Restated Articles of Incorporation of the CGF
Foundation in the form presented to the Board (the “Amended and Restated
Articles of Incorporation”); and<br>WHEREAS, the Board has determined
that it is in the best interest of the CGF Foundation to approve and
adopt the Amended Bylaws of the CGF Foundation in the form presented to
the Board (the “Amended Bylaws”);<br>NOW, THEREFORE, BE IT:<br>RESOLVED,
that the Board hereby approves each of the Amended and Restated
Articles of Incorporation and the Amended Bylaws and authorizes and
directs Andrew Sullivan, as the President and CEO of Internet Society to
execute a consent on behalf of Internet Society, in its capacity as
sole member of the CGF Foundation, to approve such Amended and Restated
Articles of Incorporation and the Amended Bylaws and deliver such
consent to the CGF Foundation; and<br>RESOLVED FURTHER, that the Board
hereby directs Internet Society to file this Resolution with the minutes
of the proceedings of the Board and to take all actions necessary,
desirable, advisable or appropriate to consummate, effectuate, carry out
or further the transactions contemplated by, and the intent and
purposes of, the foregoing resolutions.</p><p class="MsoNormal"><br></p><p class="MsoNormal">which was minuted here: <a href="https://www.internetsociety.org/board-of-trustees/minutes/176/" target="_blank">https://www.internetsociety.org/board-of-trustees/minutes/176/</a> . <br></p><p class="MsoNormal"><br></p><p class="MsoNormal">The
current bylaws do not appear to be online; I've asked the staff to see
about making those available. To answer your question, however, the
current directors are the ISOC President and CEO, ex officio; the ISOC
CFO, ex officio; the ISOC Secretary, ex officio; the Treasurer of the
board, ex officio. As ISOC is the sole member, the ISOC board can adjust the membership of the board at any time. The investment policies are approved in joint
meetings with the ISOC and ISOC Foundation Finance committee. <br></p><p class="MsoNormal"><br></p><p class="MsoNormal">When the bylaws are online, I will update the list.</p><p class="MsoNormal"><br></p><p class="MsoNormal">regards,</p><p class="MsoNormal"><br></p><p class="MsoNormal">Ted Hardie<br></p></div></div></div><br><div class="gmail_quote"><div dir="ltr" class="gmail_attr">On Fri, Nov 1, 2024 at 6:54 PM Olivier MJ Crépin-Leblond <<a href="mailto:ocl@gih.com" target="_blank">ocl@gih.com</a>> wrote:<br></div><blockquote class="gmail_quote" style="margin:0px 0px 0px 0.8ex;border-left:1px solid rgb(204,204,204);padding-left:1ex"><u></u>
<div>
<br>
Dear Ted,<br>
<br>
I am in receipt of the email announcing this week-end's Internet
Society and Internet Society Foundation Board meetings, together
with links to the more detailed agendas plus the very limited
supporting information.<br>
<br>
I am concerned that no briefing has been given to the ISOC Chapter
Leadership on what appears to be very substantive issues. Of course
I appreciate that any such briefing would have been given under
appropriate Non-Disclosure Agreements.<br>
<br>
I wish to raise the following matters in advance of tomorrow's
meeting, and would request formally that you bring this email to the
attention of the Board tomorrow. Reading the Proposed Resolution of
the Internet Society Board meeting approving Board-Designated Funds
for the Internet Society, I have noticed the allocation of
$1,000,000 to be funded by the Connected Giving Foundation for
several Board initiatives, and am concerned at the total lack of
transparency and disclosure in relation to these matters.<br>
<br>
From the very limited "public source information", including on the
ISOC Web Site, the "evolution" of the Connected Giving Foundation
would appear to be:<br>
<br>
1. The Connected Giving Foundation was formed in 2019 and became a
"charitable organisation" in March 2020. <br>
<br>
2. Back in February 2020, the then Board Chair Gonzalo Camarillo
explained that the "Connected Giving Foundation (CGF)" was created
to take on the function that Public Interest Registry ("PIR") had,
once PIR was sold and paid for. <br>
<br>
<p class="MsoNormal" style="text-align:justify"><i>“The mechanism
for this is a new supporting organization currently called the
Connected Giving Foundation (CGF) – though there’s no reason
that name needs to be permanent – will have roughly the same
function as PIR has today (i.e. to support the activities of the
Internet Society and Internet Society Foundation). CGF is the
entity that will receive the funds should the proposed
transaction go ahead.”</i> <span lang="FR">Source: </span><a href="https://domaingang.com/domain-news/connected-giving-foundation-and-org-pir-replacement-structure-revealed/" target="_blank"><span lang="FR">https://domaingang.com/domain-news/connected-giving-foundation-and-org-pir-replacement-structure-revealed/</span></a><span lang="FR"></span></p>
<br>
3. With the PIR sale having been aborted in April 2020, Form 990
filings showed that the Connected Giving Foundation was somehow made
dormant. <a href="https://projects.propublica.org/nonprofits/organizations/843558614" target="_blank">https://projects.propublica.org/nonprofits/organizations/843558614</a><br>
<br>
4. The proposal for the activation of the “Connected Giving
Foundation” was discussed in the 5 June 2023 Meeting of the Finance
Committee:<br>
<br>
<i>Connected Giving Foundation Proposal<br>
In 2019, the Connected Giving Foundation was formed as a
supporting organization of the Internet Society to provide
supporting activities, including investment management of
reserves. It has been dormant since its inception. A proposal
before the committee, and ultimately the board, seeks approval to
operationalize the Connected Giving Foundation to manage and
ensure continuous growth of long-term reserves. Ms. Park addressed
the benefits and areas of consideration, such as operational setup
and governance.<br>
<br>
</i>5. According to the Finance Committee 4 March 2024 Meeting
Minutes the following organisations are operational under the remit
of the Finance Committee:<br>
- Internet Society<br>
- Internet Society Foundation<br>
- Connected Giving Foundation<br>
<i><br>
</i>Form 990 for FY 2022 shows a dormant organisation. However the
CFO Sae Park’s reporting on Connected Giving Foundation on the
Finance Committee 4 March 2024 meeting mentions:<br>
“<i>Ms. Park presented the Connected Giving Foundation’s 2023
pre-audit financial results, including a Statement of Activities
and an updated summary of investment results, noting that the
Connected Giving Foundation’s Board had also received associated
financial updates.</i>”<br>
<br>
This organisation is not referenced in any other part of the
Internet Society’s Web Site or reports.<br>
<br>
6. The Finance Committee also received an update on the Connected
Giving Foundation in its 30 May 2024 meeting which is currently
listed as the latest meeting of the Board Finance Committee (
<a href="https://www.internetsociety.org/board-of-trustees/committees/minutes/finance/" target="_blank">https://www.internetsociety.org/board-of-trustees/committees/minutes/finance/</a>
)<br>
<br>
Given the above, could you please explain:<br>
<br>
a. the rationale for reactivating the "Connected Giving Foundation",
<br>
b. who its Board members are and <br>
c. where the funds came from?<br>
<br>
Kindest regards,<br>
<br>
Olivier<br>
<br>
<br>
<div>On 01/11/2024 13:40, Rama Rejman via
Chapter-delegates wrote:<br>
</div>
<blockquote type="cite">
<div>
<p class="MsoNormal"><span style="font-family:"Calibri",sans-serif">Dear
Chapter Delegates,<u></u><u></u></span></p>
<p class="MsoNormal"><span style="font-family:"Calibri",sans-serif"><u></u> <u></u></span></p>
<p class="MsoNormal"><span style="font-family:"Calibri",sans-serif">The ISOC
board meeting will take place this Saturday, 2 November.
Open to Observers Session topics will include Community
Chair Reports, CEO Report, and Presentation of the 2025
Action Plan, among other things. You can find the full
agenda and connection information <a href="https://www.internetsociety.org/board-of-trustees-meetings/183/" target="_blank">HERE</a>.<u></u><u></u></span></p>
<p class="MsoNormal"><span style="font-family:"Calibri",sans-serif"><u></u> <u></u></span></p>
<p class="MsoNormal"><span style="font-family:"Calibri",sans-serif">The
Foundation board meeting will take place on Sunday, 3
November. Open to Observers Session topics include updates
on the Foundation, Philanthropy, and MANRS, as well as the
Five-Year Roadmap and Foundation Action Plan, among other
things. You can find the full agenda and connection
information <a href="https://www.isocfoundation.org/meeting-agenda/f28-agenda/" target="_blank">HERE</a>.<u></u><u></u></span></p>
<p class="MsoNormal"><span style="font-family:"Calibri",sans-serif"><u></u> <u></u></span></p>
<p class="MsoNormal"><span style="font-family:"Calibri",sans-serif">To access
the Zoom meeting join details, you’ll need to click on
"Guidelines for Observers" and then agree to the terms.<u></u><u></u></span></p>
<p class="MsoNormal"><span style="font-family:"Calibri",sans-serif"><u></u> <u></u></span></p>
<p class="MsoNormal"><span style="font-family:"Calibri",sans-serif"><u></u> <u></u></span></p>
<p class="MsoNormal"><span style="font-family:"Calibri",sans-serif">Regards,<u></u><u></u></span></p>
<p class="MsoNormal"><span style="font-family:"Calibri",sans-serif"><u></u> <u></u></span></p>
<div>
<p class="MsoNormal"><span style="font-size:9pt;font-family:"Hind Regular";color:rgb(12,28,44)">--<u></u><u></u></span></p>
<p class="MsoNormal"><span style="font-size:9pt;font-family:"Hind Regular";color:rgb(12,28,44)">Rama
Rejman (she/her)</span><span style="font-size:8pt;font-family:"Hind Regular";color:rgb(12,28,44)"><br>
<span style="background:white">Community Compliance and
Governance Specialist, Community Engagement<u></u><u></u></span></span></p>
<p class="MsoNormal"><span style="font-size:8pt;font-family:"Hind Regular";color:black"><a href="mailto:rejman@isoc.org" target="_blank"><span style="color:rgb(5,99,193)">rejman@isoc.org</span></a></span><span style="font-family:"Calibri",sans-serif;color:black"><u></u><u></u></span></p>
<p class="MsoNormal"><span style="font-size:8pt;font-family:"Hind Regular";color:rgb(12,28,44)"><img border="0" width="80" height="38" style="width:0.8333in;height:0.3958in" id="m_-5148748979997484968m_-3098011167728759016Picture_x0020_1" src="cid:ii_192f13788314cff311" alt="signature_1056792626"></span><span lang="FR" style="font-size:8pt;font-family:"Hind Regular";color:rgb(12,28,44)"><br>
</span><span style="font-size:8pt;font-family:"Hind Regular";color:black">Give
a gift of opportunity. <u><a href="https://bit.ly/3nUsQmJ" title="https://bit.ly/3nUsQmJ" target="_blank"><span style="color:rgb(5,99,193)">Donate
today.</span></a></u><u></u><u></u></span></p>
<p class="MsoNormal"><span style="font-size:8pt;font-family:"Hind Regular";color:black">Read
about work we’re proud of in our <a href="https://www.internetsociety.org/year-in-review/2023/" title="https://www.internetsociety.org/year-in-review/2023/" target="_blank"><span style="color:rgb(5,99,193)">2023
Year in Review Report</span></a><u></u><u></u></span></p>
</div>
<p class="MsoNormal"><u></u> <u></u></p>
</div>
<br>
<fieldset></fieldset>
<pre>_______________________________________________
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</pre>
</blockquote>
<br>
</div>
</blockquote></div>
</div>