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 2016/01.4 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
2 19 July 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.
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
10 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
11 9 September 2020 Resolutions
The Board passed Resolution 2020/01. SUPPL. 2 (by circulation) approving and adopting the IFF Budget for July-September 2020
12 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
13 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
14 9 January 2021 Resolutions
The Board passed Resolution 2020/01. SUPPL. 3 (by circulation) approving and adopting the IFF Budget for October 2020 to March 2021
15 25 March 2021 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

Resolutions
The Board passed Resolution 2020/02.1, approving and adopting the interim budget for Q1 2021
16 10 July 2021 Resolutions
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 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.
18 22 September 2021 Resolutions
The Board passed Resolution 2021/01.SUPPL.1 (by circulation) adopting IFF's Anti-Sexual Harassment Policy
19 18 January 2022 Summary of Minutes
The Executive Director updated the board on regulatory compliance matters related to income tax filing and 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.
20 8 March 2022 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
21 29 April 2022 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
22 10 June 2022 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 BoardResolutions
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
23 13 July 2022 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.
24 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

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
25 16 January 2023 Agenda
Update on IFF's End of Year Event 2022Update IFF's Implementation Plan 2023
Review of the nomination form for trustees
Update on KYC requirements to open a sub-account
Update on the Social Stock Exchange
Update on the funding climate

Minutes
The Executive Director updated the Board on IFF's End of Year event 2022, the Implementation Plan 2023, the Social Stock Exchange and fundraising efforts
The Board discussed and reviewed the nomination form for trustees

Resolutions
No resolutions were passed
26 8 March 2023 Agenda
Addition of new trustees
Circulation of budget and fundraising plan for FY 2023-24
Intimation of transition of the Executive Director
Authorisation to continue continue IFF's interventions in the following ongoing cases: Karmanya Singh Sareen v. Union of India and Ajit Bhuyan v. Union of India

Minutes
The Board discussed the plan and process for the induction of new trustees
The Executive Director presented the Budget and Fundraising Plan which were uninanmously approaved by the Board
The Executive Director briefed the Board on the plan and timelines for his transitions
The Board unanimously approved and granted authorisation for IFF to continue its internventions in the following ongoing cases: Karmanya Singh Sareen v. Union of India and Ajit Bhuyan v. Union of India

Resolutions
Resolution 2023/01: Approval of Budget for FY 2022-23
Resolution 2023/02: Authorisation for IFF filing before Supreme Court of India
Resolution 2023/03: Authorisation for IFF filing before the Gauhati High Court
27 17 April 2023 Agenda
Addition of new trustees
Approval for No Dues letter for Apar Gupta
Circulation and approval of IFF's Finance Manual for FY 2023-24


Minutes
The Board discussed the profiles of candidates for induction to IFF's Board of Trustees The Board approved the No Dues letter for Apar Gupta
The Finance Manual was circulated. The Board requested that the ceiling on ecpenditure without prior Board approval be raised. With this change, the Finance Manual was approved


Resolutions
No resolutions were discussed or passed
28 9 June 2023 Resolutions
The Board passed Resolution 2023/04 on the induction of new trustees to the Board
29 15 July 2023 Resolutions
The Board passed Resolution 2023/5 on the appointment of an Internal Auditor
30 17 July 2023 The Board met to draft, discuss, approve its public statement in relation to the transition of IFF's Executive Director, Apar Gupta, to Founder Director.
31 29 August 2023 Resolutions
The Board passed Resolution 2023/6 for the adoption of Anti-Sexual Harassment Policy
32 04 September 2023 Agenda
Approval of a constitutional challenge on the Criminal Procedure Identification Act, 2022
Approval for Policy Director to execute the Azim Premji Philanthropic Initiatives (APPI) Agreement for Freedom Innovation Fellowship
Further reconstitution of the Board

Minutes
Board discussed the need for and risks associated with a constitutional challenge on the the Criminal Procedure Identification Act, 2022. Thereafter, the Board unanimously approved and passed the Resolution.
Board unanimously approved and passed the resolution to allow IFF’s Policy Director to execute the Azim Premji Philanthropic Initiatives (APPI) Agreement for Freedom Innovation Fellowship.
Board will make public announcements for the new trustees who have joined the Board. Board discussed the details of the transition of the trustees existing the Board.
Board considered further call for trustees not exceeding two additional seats.

Resolutions
Board Resolution 2023/7: Approval of a constitutional challenge on the Criminal Procedure Identification Act, 2022
Board Resolution 2023/8: Authorization to IFF Policy Director to execute the APPI Agreement
33 10 November 2023 Agenda and Minutes of the Meeting
Appointment of Karthik Balakrishnan as the Chairperson of the Board
Appointment of Prateek Waghre as Executive Director
Completion of Apar Gupta's Role as Founder Director

The Board unanimously votes in affirmative on all three agenda items.

Resolution
Board Resolution 2023/9: Karthik Balakrishnan appointed Chairperson of the Board
Board Resolution 2023/10: Prateek Waghree appointed the Executive Director of IFF
Board Resolution 2023/11: Apar Gupta participating in IFF Board as Trustee in observer capacity

First Published October 20, 2022

Last Updated November 10, 2023

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