Minutes of Board Meeting No. 151

Author: J. Levine
Date: 2020-05-07
Committee: BOT
Document: 2020-05-07
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

May 7, 2020
Videoconference

Guide to Board session types:

Closed executive session: board members only.
Open to observers session: local and remote attendees are welcome to listen in.
Open forum session: local and remote attendees are welcome to ask questions, provide input, and discuss with the board. There were no open forum sessions at this meeting.

Board members present:

Walid Al-Saqaf
Richard Barnes
Gonzalo Camarillo
Olga Cavalli
Hans Peter Dittler
Hiroshi Esaki
Mike Godwin
John Levine
Robert Pepper
Andrew Sullivan
Sean Turner

Regrets: Glenn McKnight, Mieke van Heesewijk

The two absent trustees agreed to waive the seven-day notice of this meeting.

Staff: Kevin Craemer, Sandy Spector

Thursday, 7 May 2020

The meeting convened at 14:54 UTC in open to observers session.

1. Resolution 2020-15: Establish a Governance Reform Working Group

WHEREAS, the Internet Society is a multi-stakeholder nonprofit charitable organization whose mission centers on Internet-related standards, education, access, and policy; and
WHEREAS, the Internet Society’s mission is to “to promote the open development, evolution and use of the Internet for the benefit of all people throughout the world”; and
WHEREAS, the Board of Trustees that governs the Internet Society’s nonprofit and charitable operations is selected by communities that include Chapters and Organizational Members and the Internet Engineering Task Force; and
WHEREAS, the Board of Trustees solicits information and consults with designated permanent and ad-hoc advisory committees whose purpose is to provide informational input to assist the Board of Trustees and the Internet Society as a whole; and
WHEREAS, the Chapters Advisory Council Steering Committee has recently considered and continues to consider proposals that would, if enacted consistent with governing state and national law, alter the governance structure of the Internet Society so that its governance would be conducted more directly by the Chapter Advisor Councils and Chapters; and
WHEREAS, these proposals if enacted in their draft forms would affect the interests of all the stakeholders represented both directly and indirectly in the current governance structure of the Internet Society; and
WHEREAS, these proposals may raise important legal and regulatory compliance issues in the jurisdictions in which the Internet Society conducts its operations, or in the jurisdictions where the Internet Society is a funder or affiliate or otherwise acting as a supporter of projects and work associated with its mission; and
WHEREAS, the shift of Advisory Councils to a new governance role may raise conflict-of-interest issues that could require, inter alia, the creation of new Advisory Councils who could operate in a more traditional advisory role; and
WHEREAS, proposed changes in Internet Society governance structures will require legal review to ensure that legal and regulatory compliance issues, as well as conflict-of-interest issues, continue to be minimized consistent with applicable legal and fiduciary obligations,
NOW THEREFORE BE IT RESOLVED, that the Board of Trustees of the Internet Society shall designate a Governance Reform Working Group that shall include but not necessarily be limited to members of the Board, members of the Chapters and of the Advisory Councils, representatives of other stakeholder and affiliate groups, including Organizational Members, the Internet Engineering Task Force, ISOC individual members, and SIGs, and, if available, experts representing similarly situated nonprofit charitable organizations who can advise on the questions raised in this resolution; and
FURTHER RESOLVED, that the representatives of the Chapters and the Chapters Advisory Councils shall be nominated for participation in this Working Group, to the extent possible, through proactive democratic engagement with the Chapters’ members; and
FURTHER RESOLVED, that the Governance Reform Working Group shall produce a Report With Recommendations (RWR) that represents a consensus of the Communities who select Trustees to serve on the Internet Society Board of Trustees; and
FURTHER RESOLVED, that, upon being presented with the RWR, the Board of Trustees will engage with legal counsel to conduct a legal and regulatory compliance review of recommendations contained within the RWR and will consider recommendations that meet applicable legal, regulatory, and fiduciary standards.

Moved by Mike, seconded by Hiroshi.

Approved unanimously.

2. Resolution 2020-16: Termination of Equity Purchase Agreement

RESOLVED, that the President and Chief Executive Officer is hereby authorized and empowered to execute and deliver such agreements or other instruments as he may deem necessary or appropriate to terminate the Equity Purchase Agreement by and among the Internet Society, Connected Giving Foundation, and, Public Interest Registry and Purpose Domains Direct, LLC dated as of November 11, 2019.

Moved by Mike, seconded by Walid.

Mike Yes
Pepper Yes
Hans Peter Yes
Richard Yes
Gonzalo Yes
John Yes
Walid Yes
Olga Yes
Hiroshi Yes
Sean Yes

The meeting adjourned at 15:00.

Summary of Resolutions

Resolution 2020-15: Establish a Governance Reform Working Group
WHEREAS, the Internet Society is a multi-stakeholder nonprofit charitable organization whose mission centers on Internet-related standards, education, access, and policy; and
WHEREAS, the Internet Society’s mission is to “to promote the open development, evolution and use of the Internet for the benefit of all people throughout the world”; and
WHEREAS, the Board of Trustees that governs the Internet Society’s nonprofit and charitable operations is selected by communities that include Chapters and Organizational Members and the Internet Engineering Task Force; and
WHEREAS, the Board of Trustees solicits information and consults with designated permanent and ad-hoc advisory committees whose purpose is to provide informational input to assist the Board of Trustees and the Internet Society as a whole; and
WHEREAS, the Chapters Advisory Council Steering Committee has recently considered and continues to consider proposals that would, if enacted consistent with governing state and national law, alter the governance structure of the Internet Society so that its governance would be conducted more directly by the Chapter Advisor Councils and Chapters; and
WHEREAS, these proposals if enacted in their draft forms would affect the interests of all the stakeholders represented both directly and indirectly in the current governance structure of the Internet Society; and
WHEREAS, these proposals may raise important legal and regulatory compliance issues in the jurisdictions in which the Internet Society conducts its operations, or in the jurisdictions where the Internet Society is a funder or affiliate or otherwise acting as a supporter of projects and work associated with its mission; and
WHEREAS, the shift of Advisory Councils to a new governance role may raise conflict-of-interest issues that could require, inter alia, the creation of new Advisory Councils who could operate in a more traditional advisory role; and
WHEREAS, proposed changes in Internet Society governance structures will require legal review to ensure that legal and regulatory compliance issues, as well as conflict-of-interest issues, continue to be minimized consistent with applicable legal and fiduciary obligations,
NOW THEREFORE BE IT RESOLVED, that the Board of Trustees of the Internet Society shall designate a Governance Reform Working Group that shall include but not necessarily be limited to members of the Board, members of the Chapters and of the Advisory Councils, representatives of other stakeholder and affiliate groups, including Organizational Members, the Internet Engineering Task Force, ISOC individual members, and SIGs, and, if available, experts representing similarly situated nonprofit charitable organizations who can advise on the questions raised in this resolution; and
FURTHER RESOLVED, that the representatives of the Chapters and the Chapters Advisory Councils shall be nominated for participation in this Working Group, to the extent possible, through proactive democratic engagement with the Chapters’ members; and
FURTHER RESOLVED, that the Governance Reform Working Group shall produce a Report With Recommendations (RWR) that represents a consensus of the Communities who select Trustees to serve on the Internet Society Board of Trustees; and
FURTHER RESOLVED, that, upon being presented with the RWR, the Board of Trustees will engage with legal counsel to conduct a legal and regulatory compliance review of recommendations contained within the RWR and will consider recommendations that meet applicable legal, regulatory, and fiduciary standards.

Resolution 2020-16: Termination of Equity Purchase Agreement
RESOLVED, that the President and Chief Executive Officer is hereby authorized and empowered to execute and deliver such agreements or other instruments as he may deem necessary or appropriate to terminate the Equity Purchase Agreement by and among the Internet Society, Connected Giving Foundation, and, Public Interest Registry and Purpose Domains Direct, LLC dated as of November 11, 2019.

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