[Chapter-delegates] Invitation to Observe ISOC Board Meeting (2-3 November 2024)

Sun Nov 3 01:53:43 PDT 2024

Hi Olivier,

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:

*Resolution 2023-18: Approve Operationalizing Connected Giving
Foundation *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;
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;
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
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.
NOW, THEREFORE, BE IT:
RESOLVED, that the Board hereby approves the Plan as presented by
management;
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
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.

This was minuted in this set of minutes
<https://www.internetsociety.org/board-of-trustees/minutes/173/>.

The updated governance structure and board composition was approved by this
resolution,

*Resolution 2023-XX: Approval of Connected Giving Foundation’s Amended
Governing Documents*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
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”);
NOW, THEREFORE, BE IT:
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
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.

which was minuted here:
https://www.internetsociety.org/board-of-trustees/minutes/176/ .

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.

When the bylaws are online, I will update the list.

regards,

Ted Hardie

On Fri, Nov 1, 2024 at 6:54 PM Olivier MJ Crépin-Leblond <ocl at gih.com>
wrote:

>
> Dear Ted,
>
> 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.
>
> 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.
>
> 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.
>
> From the very limited "public source information", including on the ISOC
> Web Site, the "evolution" of the Connected Giving Foundation would appear
> to be:
>
> 1. The Connected Giving Foundation was formed in 2019 and became a
> "charitable organisation" in March 2020.
>
> 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.
>
> *“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.”* Source:
> https://domaingang.com/domain-news/connected-giving-foundation-and-org-pir-replacement-structure-revealed/
>
> 3. With the PIR sale having been aborted in April 2020, Form 990 filings
> showed that the Connected Giving Foundation was somehow made dormant.
> https://projects.propublica.org/nonprofits/organizations/843558614
>
> 4. The proposal for the activation of the “Connected Giving Foundation”
> was discussed in the 5 June 2023 Meeting of the Finance Committee:
>
>
>
>
> *Connected Giving Foundation Proposal 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. *5. According to
> the Finance Committee 4 March 2024 Meeting Minutes the following
> organisations are operational under the remit of the Finance Committee:
> -    Internet Society
> -    Internet Society Foundation
> -    Connected Giving Foundation
>
> 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:
> “*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.*”
>
> This organisation is not referenced in any other part of the Internet
> Society’s Web Site or reports.
>
> 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 (
> https://www.internetsociety.org/board-of-trustees/committees/minutes/finance/
> )
>
> Given the above, could you please explain:
>
> a. the rationale for reactivating the "Connected Giving Foundation",
> b. who its Board members are and
> c. where the funds came from?
>
> Kindest regards,
>
> Olivier
>
>
> On 01/11/2024 13:40, Rama Rejman via Chapter-delegates wrote:
>
> Dear Chapter Delegates,
>
>
>
> 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 HERE
> <https://www.internetsociety.org/board-of-trustees-meetings/183/>.
>
>
>
> 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 HERE
> <https://www.isocfoundation.org/meeting-agenda/f28-agenda/>.
>
>
>
> To access the Zoom meeting join details, you’ll need to click on
> "Guidelines for Observers" and then agree to the terms.
>
>
>
>
>
> Regards,
>
>
>
> --
>
> Rama Rejman (she/her)
> Community Compliance and Governance Specialist, Community Engagement
>
> rejman at isoc.org
>
> [image: signature_1056792626]
> Give a gift of opportunity. *Donate today. <https://bit.ly/3nUsQmJ>*
>
> Read about work we’re proud of in our 2023 Year in Review Report
> <https://www.internetsociety.org/year-in-review/2023/>
>
>
>
> _______________________________________________
> As an Internet Society Chapter Officer you are automatically subscribed
> to this list, which is regularly synchronized with the Internet Society Chapter Portal (AMS): https://community.internetsociety.org.
> -
> View the Internet Society Code of Conduct: https://www.internetsociety.org/become-a-member/code-of-conduct/
>
>
>
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