Minutes of Board Meeting No. 178

9—10 March 2024
Virtual via Zoom

Guide to Board of Trustees Session Types:

• Closed Executive Session: Board members and staff 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.

Trustees Present:

• Olufunke Baruwa
• Ramanou Biaou
• Brian Haberman
• Ted Hardie
• Victor Kuarsingh
• Barry Leiba
• Luis Martínez
• Charles Mok
• Caleb Ogundele
• Robert Pepper
• Jon Peterson
• Laura Thomson
• Sagarika Wickramasekera
• President and CEO Andrew Sullivan (ex officio, non-voting)

Staff Members Present:

• Sally Wentworth, Managing Director, Internet Society
• Sarah Armstrong, Executive Director, Internet Society Foundation
• Ilona Levine, General Counsel and Corporate Secretary, Internet Society
• Sae Park, Chief Financial Officer, Internet Society
• Lauren Terrell, Board Liaison

Guests Present for Certain Portions of the Meeting:

• Heba Sayed, Chapter Advisory Council Steering Committee (ChAC) Vice Chair
• Greg Shatan, ChAC Secretary
• Jason Livingood, Internet Engineering Task Force (IETF) LLC Chair
• Jon Nevett, Public Interest Registry (PIR) President and CEO
• Brian Cimbolic, PIR Chief Legal and Policy Officer
• Saerin Cho, Board of Directors Chair

Saturday, 9 March 2024

Open to Observers Session

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

Mr. Hardie called the ISOC Board of Trustees meeting to order in Open to Observers Session on Saturday, 9 March 2024 at 14:00 UTC and welcomed participants.

No conflicts were declared.

2. Community Chair Reports – Ted Hardie

Purpose: receive reports from Community Chairs.

ChAC Report
Ms. Sayed presented the report on behalf of ChAC. She thanked the outgoing members of ChAC and highlighted a few other points from the report, such as the results of the communication survey.

Reporting on the ChAC Q1 call, which was well attended, several items were raised for the ISOC board’s attention, including:

• How grants are given and allocated, specifically questions about geographical diversity of granting (Ms. Sayed pointed out that someone from ISOC staff will present at the next quarterly meeting).
• AMS transition concerns raised by Chapters.

Discussion ensued. Ms. Armstrong addressed a question about the geographical diversity of granting. Mr. Martínez inquired about the status of the translations and AMS transition. Mr. Sullivan addressed questions about the AMS transition. Mr. Ogundele also asked questions about the AMS transition, including the number of open trouble tickets and how that issue is going to be solved.

IETF LLC Report
Mr. Livingood provided the IETF report. He presented the key sources of funding and thanked ISOC for its financial support. He walked through the IETF LLC income statement and the future state of their fundraising initiatives.

Mr. Martínez and Mr. Ogundele asked questions about the source of income and diversity on the IETF board.

Organization Member Advisory Council (OMAC) Report  
Mr. Hardie noted OMAC’s written report for trustee reference as OMAC representatives were not able to join the meeting. The report included key learnings noting it appears that the ISOC Action Plan of 2024 is overly focused on tracking success through numbers and there should be a greater emphasis on the quality. Organization members also thanked ISOC for its focus on restrengthening its I* coordination capacity.

3. Committee Reports – Ted Hardie

Purpose: to receive and discuss reports received from committee chairs.

Governance Committee
Mr. Mok presented the Governance Committee’s report providing an update on the draft Board of Trustee’s Attendance Policy.

Resolution 2024-X: Approve the Internet Society Board of Trustees Attendance Policy
RESOLVED, that the Internet Society Board of Trustees approves the Internet Society Board of Trustees Attendance Policy as presented.

Approval unanimously.

4. President and CEO’s Report – Andrew Sullivan

Mr. Sullivan presented his report.

Discussion ensued, including questions from Mr. Hardie, Mr. Martínez and Ms. Wickramasekera. Ms. Wickramasekera inquired about the status of the accessibility policy.

5. Review of Organizational Performance, 2023 Year End Action Plan Results – Sally Wentworth

Ms. Wentworth provided the report, which included AP 2023 success measures, Growing the Internet portfolio, Connecting the Unconnected, Fostering Sustainable Peering Infrastructure, and Enabling Sustainable Technical Communities, among other things.

Mr. Hardie pointed out the success of the NetLoss calculator. Mr. Martínez and Mr. Hardie inquired about the amicus program and its reach outside of the United States. Mr. Ogundele asked about the advocacy efforts by ISOC.

The Open to Observers Session concluded at 16:20 UTC and moved to Closed Executive Session.

6. Public Interest Registry (PIR) Report – Jon Nevett, Brian Cimbolic, and Saerin Cho

Mr. Nevett presented PIR’s report. Mr. Cimbolic presented on PIR’s Domain Name System (DNS) Abuse Institute initiative.

The ISOC Board of Trustees Meeting 178 recessed for the remainder of the day at 17:00 UTC.

Sunday, 10 March 2024

Closed Executive Session

7. Welcome Back – Ted Hardie

Mr. Hardie reopened the meeting in Closed Executive Session on Sunday, 10 March 2024 at 13:00 UTC where the following topics were discussed.

8. CFO’s Report, 2023 Year End Financial Results – Sae Park

Ms. Park provided a summary of 2023 year-end financial results for ISOC.

9. Finance Committee Report – Laura Thomson

Ms. Thomson provided the report of the Finance Committee.

10. Board Discussion re: Community Feedback – Ted Hardie

Mr. Hardie led a board discussion on the items raised by the community.

11. Strategy Update – Sally Wentworth

Ms. Wentworth provided an update on the draft of the strategic goals, global challenges, and transformations.

12. PIR Nominations Committee Update – Luis Martínez

Mr. Martínez provided an update on the PIR Nominations Committee work.

13. Any Other Business – Ted Hardie

Mr. Sullivan updated the board on the amicus program and upcoming filings.

The meeting returned to Open to Observers Session at 14:40 UTC.

14. Approval of ISOC’s 2025-2030 Strategy – Ted Hardie

Resolution 2024-X: Approve the Internet Society’s 2025-2030 Strategy
WHEREAS, the Internet Society Board of Trustees developed a five-year strategy for the Internet Society for 2025 until 2030;
WHEREAS, the Internet Society Board of Trustees identified the following Global Challenges as the most pressing issues happening in the world that will confront the organization’s mission over the next five years:

• Global inequality
• Lack of trust in the Internet

WHEREAS, the Internet Society Board of Trustees identified the following Strategic Goals which reflect the organization’s responses to the Global Challenges and will improve the lives of people everywhere:

• People everywhere have access to affordable, reliable, and resilient Internet.
• We will reduce barriers to Internet access and make it a faster and affordable experience.
• We will empower communities to build and defend the Internet.
 

• We will defend the open, interoperable Internet so that people everywhere have equal opportunities to create, innovate, and build communities online.
• People everywhere have an Internet experience that is safe, secure, and protects them online.
• We will vigorously defend the Internet against decisions that weaken online security.
• We will advocate for policy, technology, and commercial decisions that put people’s safety, security, and privacy first.
• We will empower people to make safe choices to protect themselves online.

WHEREAS, the Internet Society Board of Trustees identified the following Transformations as the operational actions needed to achieve the organization’s Strategic Goals and remain sustainable:

• Powerful advocacy
• Cultivation of future Internet leaders
• Impactful giving
• Financial health and sustainability
• Strong ethics and governance framework
• Recognized global brand
• Talented workforce committed to innovation and inclusion
• Inspired and mobilized global community
• Data-driven decision making

RESOLVED, that the Internet Society Board of Trustees approves the 2025-2030 Strategy as presented.

Approved unanimously.

15. Any Other Business – Ted Hardie

No other business was raised.

18. Adjournment – Ted Hardie

The meeting adjourned 14:45 UTC.

All Board Meeting Minutes

No. 178 (9—10 March 2024)

• No. 190 (7 September 2025)
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