Dear colleagues, As you know, the Internet Society is engaged in a proposed transaction regarding the sale of Public Interest Registry (PIR). If it is approved, the result of that sale will be a substantial fund. Our intention, as we discussed when we announced the sale, is that the fund become an endowment (or, more formally, the corpus of an endowment) that will be invested to provide income to the Internet Society and Internet Society Foundation. 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. It will need a governance structure. This message is to advise you about planned consultations we will undertake to provide that governance structure. In order to make full consultation possible, we plan to set up a temporary governance structure, with a Board that contains the officers of the Internet Society. That Board will be tightly constrained: it will have limitations on how much money it can send to the Internet Society in any year, and there will be investment and spending policies enshrined in bylaws to prevent CGF from doing anything except replacing the function that PIR has served for many years. The investment policy will be conservative so that the funds do not evaporate in the event of a stock market downturn or something like that. The details of this temporary structure will be released before it is put into place, but the general principle will be that the temporary arrangement reproduces PIR's function as closely as possible so as not to bias any outcomes. While that temporary structure is in place, we will work through a series of community consultations on various institutional and governance designs for the permanent CGF. There are many legal restrictions on how the CGF may work and be governed, but within those limits there are still many possibilities for how it might work. We understand the concerns that were raised about transparency in the sale of PIR. As we have said, some of that was necessary due to PIR's nature as an operating business in a competitive landscape, and our duties to the organizations. The same conditions do not apply in the case of setting up the new CGF, and so we are eager to consult widely with the community to ensure that all points of view are taken into account. The next message about this plan will include the details of the temporary structure and how it will fulfill the minimal, "be like PIR", performance criteria for the temporary governance model. After that, we will propose a schedule for the consultations we expect to undertake. Best regards, Gonzalo Camarillo Chair, Internet Society Board of Trustees
