Minutes of Board Meeting No. 162

Author: I. Levine
Date: 2022-01-12
Committee: BOT
Document: 2022-01-12
Status: Confirmed
Maintainer: I. Levine
Access: Unlimited

INTERNET SOCIETY

12 January 2022
Videoconference

Guide to Board of Trustees 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 are no open forum sessions scheduled for this meeting.

There were no open forum sessions scheduled for this meeting.

Board Members Present

Richard Barnes
Paul Ebersman
Brian Haberman
Ted Hardie
Luis Martinez
Robert Pepper
Jon Peterson
George Sadowsky
Muhammad Shabbir
Laura Thomson
Andrew Sullivan – President and CEO, non-voting

Excused

Maimouna Diop

Staff

Sarah Armstrong
Kevin Craemer
Ilona Levine
Sae Park

The meeting started in Open to Observers Session at 15:30 UTC.

1. Welcome, Apologies and Declaration of Conflicts–T. Hardie

Conflicts by Richard and Ted were declared on item #2 (Approval of the 2021-2022 Internet Architecture Board slate) and both were recused from the discussion and voting.

2. Approval of the 2021-2022 Internet Architecture Board slate–B. Haberman

PURPOSE: To approve the 2021-2022 Internet Architecture Board slate.

PROPOSED RESOLUTION:
Resolution 2022-01: Approval of the 2021-2022 Internet Architecture Board slate
RESOLVED, that the board approves the 2021-2022 Internet Architecture Board slate as presented, and
FURTHER RESOLVED, that the Internet Society Board of Trustees thanks the IETF Nominations Committee and its Chair, Gabriel Montenegro, for their time and hard work

Cullen Jennings
Mallory Knode
Mirja Kuehlewind
Tommy Pauly
Qin Wu
Jiankang Yao

Approved unanimously.

3. Appointment of chair and member of the Audit Committee–T. Hardie

PURPOSE: To appoint a chair and member of the Audit Committee

PROPOSED RESOLUTION:
Resolution 2022-02: Appoint a chair and member of the Audit Committee
WHEREAS the Chair of the Audit Committee resigned prior to the end of his term, and
WHEREAS the Charter of the Audit Committee states that the committee shall consist of at least three voting Trustees appointed by the board,
RESOLVED, that the board appoints Richard Barnes to serve as Chair and appoints Luis Martinez as an additional Member.

Approved unanimously.

4. Appointment of chair of the Governance Reform Working Group–T. Hardie

PURPOSE: To appoint a chair of the Governance Reform Working Group

PROPOSED RESOLUTION:
Resolution 2022-03: Appoint a chair the Governance Reform Working Group
WHEREAS the Chair of the Governance Reform Working Group resigned prior to the conclusion of the work of the Group,
RESOLVED, that the board appoints George Sadowsky to serve as Chair.

Approved unanimously.

5. Any Other Business

None.

6. Adjournment of Board of Trustees Meeting 162

The meeting was adjourned at 15:34 UTC.

Summary of Resolutions

The following resolutions were passed by electronic vote prior to the meeting.

Resolution 2021-58: Reappoint Jon Nevett to the PIR board
WHEREAS the ISOC board wishes to reappoint the CEO of Public Interest Registry (“PIR”) as a non-voting member of the Board of PIR,
BE IT RESOLVED, that the ISOC Board of Trustees reappoints Jonathon Nevett as a non-voting member of the Board of PIR for a term ending at the PIR Board’s 2022 mid-year meeting.

Resolution 2021-59: Appoint Sae Park as Internet Society Chief Financial Officer
WHEREAS the Board wishes to appoint a new Chief Financial Officer pursuant to Article VI, Sections 1 and 4, of the by-laws of ISOC, and
WHEREAS Sae Park has performed admirably for the Internet Society in the roles of Senior Director of Finance and Acting Chief Financial Officer,
BE IT RESOLVED, that the Board hereby appoints Sae Park as Chief Financial Officer with immediate effect.

Resolution 2021-60: Approve the minutes of the 161st ISOC Board meeting
WHEREAS the ISOC board has reviewed the minutes of the 161st Board meeting attached hereto as Exhibit A and B,
RESOLVED, that the minutes of the 161st meeting of the ISOC Board of Trustees, held by videoconference on November 13-14, 2021, are approved

The following resolutions were passed during the meeting.

Resolution 2022-01: Approval of the 2021-2022 Internet Architecture Board slate
RESOLVED, that the board approves the 2021-2022 Internet Architecture Board slate as presented, and
FURTHER RESOLVED, that the Internet Society Board of Trustees thanks the IETF Nominations Committee and its Chair, Gabriel Montenegro, for their time and hard work.

Cullen Jennings
Mallory Knodel
Mirja Kuehlewind
Tommy Pauly
Qin Wu
Jiankang Yao

Resolution 2022-02: Appoint a chair and member of the Audit Committee
WHEREAS the Chair of the Audit Committee resigned prior to the end of his term, and
WHEREAS the Charter of the Audit Committee states that the committee shall consist of at least three voting Trustees appointed by the board,
RESOLVED, that the board appoints Richard Barnes to serve as Chair and appoints Luis Martinez as an additional Member.

Resolution 2022-03: Appoint a chair the Governance Reform Working Group
WHEREAS the Chair of the Governance Reform Working Group resigned prior to the conclusion of the work of the Group,
RESOLVED, that the board appoints George Sadowsky to serve as Chair.

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