[Chapter-delegates] Internet Society Foundation meeting F34

[Ted Hardie]

Hi Olivier,

Thanks for sharing your thoughts on this matter.  I will work with the team
to look for alternatives to "as presented" in the minutes.  In many cases,
like the board review of the action plans, there is a public distribution
of the material some time after the board's approval; in other cases, such
as the PIR budget, the commercial impact of the information means it will
not.  Using different language to distinguish between those two cases seems
like it would be a useful step here, and we can go on from there.

The current chair of the governance committee is Charles Mok, who is also
involved in ICANN, but I will draw his attention to the referenced policy.

regards,

Ted Hardie



On Wed, Nov 19, 2025 at 2:16 PM Olivier MJ Crépin-Leblond <ocl at gih.com>
wrote:

> Dear Ted,
>
> thank you for your response and explanation. This makes sense - thus why
> are the minutes and/or resolutions written in such a way, or with
> explanatory text that explains both the context and resolution itself?
>
> I still think that we have a problem having resolutions that refer to "as
> presented" in closed meetings and to exhibits that are not published. Such
> resolutions do not make up much of a track record, do they? Could it be
> considered to have the "exhibits" published where non confidential and even
> with relevant redaction?
>
> To give you a little heads up, I refer you to the ICANN Redaction Policy
> Guidelines which I hope your Board Governance Committee will study.
>
> https://www.icann.org/en/board-activities-and-meetings/briefing-materials-guidelines
>
> Many other organisations have similar guidelines and I invite the ISOC BoT
> to launch such a study. The current level of transparency is, in my humble
> opinion, still not what we should, as a community, expect from an
> organisation that promotes openness.
>
> Kindest regards,
>
> Olivier
>
> On 17/11/2025 20:57, Ted Hardie wrote:
>
> Hi Olivier,
>
> The policy that was changed named the Foundation's executive director as
> the individual with signature authority over Foundation contracts up to a
> certain level.  With the recent restructuring, the equivalent position is
> the VP of Philanthropy, and the update simply changed the language in the
> policy to match the new structure and title.
>
> regards,
>
> Ted
>
> On Mon, Nov 17, 2025 at 5:36 PM Olivier MJ Crépin-Leblond <ocl at gih.com>
> wrote:
>
>> Dear Ted,
>>
>> I have followed with interest the recent Internet Society and Internet
>> Society Foundation Board meetings. I had a question relating to a couple of
>> Internet Society Foundation Resolutions.
>> https://www.isocfoundation.org/meeting-agenda/f34-agenda/
>>
>> Quoting the resolutions:
>>
>> *9. Approval of Various Foundation Governing Documents – Sally*
>> *Wentworth*
>>
>> *a. Extraordinary Grant Investment Request Policy*
>>
>> Resolution F2025-X: Approve Amendments to the Extraordinary Grant
>> Investment Request Policy
>>
>> *WHEREAS, via Resolution F2021-16, the Internet Society Foundation Board
>> of Trustees adopted an Extraordinary Grant Investment Request Policy
>> outlining and authorizing specific actions the Executive Director could
>> take;*
>>
>> *WHEREAS, due to the recent restructuring of the Executive Director role,
>> policy details have been updated;*
>>
>> *RESOLVED, that the Internet Society Foundation Board of Trustees hereby
>> adopts the amendments to the Extraordinary Grant Investment Request Policy
>> as presented.*
>>
>> *b. Signature Authority and Delegation of Authority Policy*
>>
>> Resolution F2025-X: Approve Amendments to the Signature Authority and
>> Delegation of Authority Policy
>>
>> *WHEREAS, via Resolution F2022-17, the Internet Society Foundation Board
>> of Trustees adopted a Signature Authority and Delegation of Authority
>> Policy outlining and authorizing specific actions the Executive Director
>> could take;*
>>
>> *WHEREAS, due to the recent restructuring of the Executive Director role,
>> policy details have been updated;*
>>
>> *RESOLVED, that the Internet Society Foundation Board of Trustees hereby
>> adopts the amendments to the Signature Authority and Delegation of
>> Authority Policy as presented.*
>>
>> --- End Quote ---
>>
>> I looked back at F2021-16 and F2022-17:
>> ( https://www.isocfoundation.org/board-of-trustees/resolutions/ )
>>
>> Quoting:
>>
>> *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 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.*
>>
>> --- End Quote ---
>>
>> Unfortunately "Exhibit A" is not comprised in the Minutes, and by the
>> way, neither are any "Exhibits" attached to any Resolution, thus are the
>> Resolutions, in your view, complete when the majority of them are referring
>> to Exhibits that are not made public?
>>
>> And then "as presented" is also not made available publicly.
>>
>> So what are the changes that were voted by the Board in regards to the
>> "Extraordinary Grant/Investment Request Policy" and the "Signature
>> Authority and Delegation of Authority Policy"?
>>
>> Kindest regards,
>>
>> Olivier Crépin-Leblond
>>
>>
>>
>>
>>
> --
> Olivier MJ Crépin-Leblond, PhDhttp://www.gih.com/ocl.html
>
>
>
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