IFF Governance and Board Meetings

As of 19 October 2022, IFF as a public charitable trust has implemented the decision on the adoption of by-laws to begin publishing all its governance materials as per by-laws adopted on August 17, 2022 for the first time. This includes the full text versions of the agendas, minutes and resolutions on and after August 17, 2022. Prior to this, in March 27, 2020 the Board discussed and approved the publication of an index of minutes and resolutions that have been made available till August 17, 2022. This took us some time to implement and prepare, as much as we try to be as transparent and participative with our meager resources.

IFF as an advocate for digital rights comes under extreme scrutiny which may lead to risks of attacks and smears. Here, we have decided to approach our mission with trust, rather than fear, being mindful that our governance disclosures help advance our mission of being a citizen centered organization. The publication of these materials is as of the state of IFF's records and will be updated regularly, at the very least once every year. Further, as per our by-laws we will begin publication of a broad range of internal tools, resources and guides which may serve value to a broader, diverse community of social impact organizations, collectives and individuals.

If you have any suggestions how we can do better, or better, would like to volunteer help please write to the board directly at [email protected]

Sl. No. Date Index of Board Proceedings
1 21 June 2016 Resolutions
Resolution 2016/01.1: Election of Chairman in pursuance of clause 2.1.2 of Trust Deed.
Outcome: Nikhil Pahwa elected as Chairman

Resolution 2016/01.2: Establishment of bank account for the Trust Fund.
Outcome: Resolved that the Trustees would be empowered to establish a bank account with HDFC Bank East of Kailash, New Delhi for the Trust Fund

Resolution 2016/01.3: Solicitation of additional Trustees under power enabled by clause 2.13 of Trust Deed. Resolved that the Trust would solicit the following named individuals to join as additional Trustees subject to the signing and execution of a deed of adherence from them - Aravind Ravi Sulekha, Kiran Jonnalagadda, Rohin Dharmakumar, and Karthik Balakrishnan.
2 19 July 2016 Resolution
Resolution 2016/01.4: Establish a bank account to deposit and operate the Trust Fund. Outcome: Account be opened in HDFC Bank Sundar Nagar, New Delhi; operated by Apar Gupta and Raman Jit Singh Chima jointly
3 09 September 2016 Resolutions
Resolution 2016/01.5: Authorisation by the Chairman for IFF to Implead in Laksh Vir Singh Yadav v. Union of India
4 29 August 2018 Resolutions
Resolution 2018/01: Board resolves that Apar Gupta should join to provide services as executive director on a retainer, draw payment for such services from IFF and have the powers necessary to do the job.
5 12 September 2018 Resolutions
Resolution 2018/02: Notice of resignation from trustees Kiran Jonnalgadda, Nikhil Pahwa. The Board of Trustees acknowledged the resignations offered by Kiran Jonnalgadda, Nikhil Pahwa provided by email on August 28 and 29 respectively. Aravind was requested to correspond back with them on behalf of the Board.
6 20 September 2018 Resolutions
Resolution 2018/03.1: Appointment of Chairperson. Raman was unanimously appointed as chairperson by the Board.

Resolution 2018/03.2: Appointment of Co-Chair. Karthik was unanimously appointed as co-chairperson by the Board.

Resolution 2018/03.3: Term and review period for Chair and Co-Chair. Under Clause 2.12, the Chairperson is to hold office ordinarily for a period of three years. Both the Chair and Co-Chair have requested the Board to review their terms after one year, which was accepted unanimously by the Board.

Resolution 2018/03.4: Appointment of Apar as Executive Director; Board decision on terms, period, and other outline for professional services to be rendered by Apar and management structure
7 25 March 2019 Summary of Minutes
Meeting held and organisational updates provided by the Executive Director to the Board
8 24 November 2019 Resolutions
Resolution 2019/02.1:The resignations made by Nikhil Pahwa and Kiran Jonalgadda took effect on 28 September 2018

Resolution 2019/02.2: Change from dual to single signatory for net banking
9 25 March 2020 Summary of Minutes
Meeting held and organisational updates provided by the Executive Director to the Board
27 March 2020 Summary of Minutes
The Board discussed best practices for greater transparency in board governance, it was resolved to publicly disclose an index of board meetings, budgets, and resolutions as a part of our radical transparency efforts

The possibility of setting up an advisory board was discussed

Resolutions
The Board passed Resolution 2020/01.1. Approval and adopting the IFF Budget for Q1 (April-June) 2020
9 September 2020 Resolutions
The Board passed Resolution 2020/01. SUPPL. 2 (by circulation) approving and adopting the IFF Budget for July-September 2020
21 September 2020 Resolutions
The Board passed Resolution 2020/01. SUPPL. 1 (by circulation) on changing the mode of trust fund bank account operation from dual signatory to single signatory
6 November 2020 Resolution
The Board passed Resolution 2020/01. SUPPL. 3 (by circulation) on changing the mode of trust fund bank account operation from dual signatory to single signatory and authorisation of net banking. An individual signature by either Apar Gupta or Raman Jit Singh Chima shall be suffcient authority to bind the Trust in all transactions between the Trust and HDFC Bank. This Resolution supersedes Resolution 2020/01. SUPPL 1
10 9 January 2021 Resolution
The Board passed Resolution 2020/01. SUPPL. 3 (by circulation) approving and adopting the IFF Budget for October 2020 to March 2021
25 March 2021 Summary of Minutes
The Board confirmed Rohin Dharmakumar's already-effected and accepted resignation from the Board. He will now be listed on the website as a co-founder and previous board member

The Board discussed the renewal of IFF’s charitable status under Sections 80G and 12A of the Income Tax Act

Resolution
The Board passed Resolution 2020/02.1, approving and adopting the interim budget for Q1 2021
10 July 2021 Resolution
The Board passed Resolution 2021/02/SUPPL. 01 (by circulation) approving the Annual Accounts for AY 2021-2022 and the filing of these Accounts with the Income Tax Department
17 July 2021 Resolutions
The Board passed Resolution 2021/01.1 (by circulation) approving and adopting the IFF Budget for FY 2021-2022

The Board passed Resolution 2021/01.3 (by circulation) authorising IFF's filing of a complaint/information report before the Competiton Commission of India regarding WhatsApp's Privacy Policy and Data Sharing Practices.
11 22 September 2021 Resolution
The Board passed Resolution 2021/01.SUPPL.1 (by circulation) adopting IFF's Anti-Sexual Harassment Policy
12 18 January 2022 Summary of Minutes
The Executive Director updated the board on regulatory compliance matters related to income tax filing, the PoSH Policy and 80G and 12A renewal.

The Board discussed the list of Reserved Matters that require prior approval by the Board and the list of Information Rights of the Board.

The Board discussed the process and timeline for the creation of by-laws.

The Board discussed the appoitmentment of new board chairs. Objection on the appointment process was noted.

The Board discussed and voted on Resolution 2022/01, Resolution 2022/02, and Resolution 2022/03.
13 8 March 2022 Summary of Minutes
The Board discussed the renewal of the Executive Director’s contract and request for increment, which has been static since 2020. The Board requires a performance evaluation prior to increment but agrees to a renewal on contract.

The Board initiated the process of drafting By-laws

The Executive Director received feedback from the outgoing Chair and Co-chair

The Board received feedback from the Executive Director

The Board requested the outgoing Chair to return Board materials to the new Chair
14 29 April 2022 Summary of Minutes
The Board noted and accepted Raman Jit Singh Chima's resignation from the Board thanking him for his service

The Board jointly drafted a public statement on board transitions with the intent of for board expansion being publicly committed for the addition of two trustees over two years.

The Executive Director provided information to the Board on concern around the funding climate and challenges to it

Resolutions
The Board finalised, voted and passed Resolution 2022/01 by appointed Rachita Taneja and Aravind Ravi-Sulekha as Chair and Co-chair of the Trust for a term of three years from September 20, 2021 to September 20, 2024

The Board finalised, voted and passed Resolution 2022/02 on the Information Rights of the Board of Trustees

The Board finalised, voted and passed Resolution 2022/03 on the Reserved Matters requiring approval from the Board of Trustees
15 10 June 2022 Summary of Minutes
This was a working meeting to present, discuss, and vote upon resultions relating to the IFF Budget for FY 2022-2023, the updation of the authorised signatory on the HDFC Bank account, and the addition of two new trustees to the Board

Resolutions
The Board passed Resolution 2022/04, approving and adopting the IFF Budget for FY 2022-2023

The Board passed Resolution 2022/05 on the updation of the authorised signatory on the HDFC Bank account

The Board passed Resolution 2022/06 on the addition of two new trustees within a year of passing the Resolution
16 13 July 2022 Summary of Minutes
The Board was given a presentation on fundraising related challenges and efforts by the Executive Director and the Fundraising Associate

The Board reviewed and discussed the draft of the by-laws and put to further discussion

The Board discussed and outlined the process for the performance evaluation of the Executive Director. It will start with a 360 degree, anonymous staff review.
17 17 August 2022 Agenda
Passing the Board by-laws

Passing the Resolution for the opening of a new HDFC sub-account to prevent the utilisation of unrefunded non-compliant donations of Rs. 36,000

Performance evaluation of the Executive Director

Summary of Minutes
The Board discussed and finalized the the process for the performance evaluation of the Executive Director. Dates were set for commencement in September/October 2022 as per the convenience of the Trustees. It was expressly noted that the Secretary to the Board will directly correspond with Staff and the Board with the exception of the Executive Director.


Resolutions
The Board passed Resolution 2022/07 on the adoption of by-laws for the Internet Freedom Foundation Trust to formalise board processes including the addition of two trustees within two years. In line with the by-laws, on and subsequent to this date the full text of, board materials, specifically agendas, minutes and resolutions will be published online

The Board passed Resolution 2022/08 on the creation of a new HDFC sub-account for donations with incomplete details as per financial advice recieved from auditors

First Published October 20, 2022

Last Updated October 20, 2022