Minutes of Board Meeting No. 179

10 April 2024
Virtual

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 Martinez
Charles Mok
Caleb Ogundele
Jon Peterson
Laura Thomson
Sagarika Wickramasekera
Andrew Sullivan, President and CEO, non-voting

Staff Members Present:

Sally Wentworth, Managing Director, Internet Society (ISOC)
Sarah Armstrong, Executive Director, ISOC Foundation
Ilona Levine, General Counsel and Corporate Secretary, ISOC
Sae Park, CFO, ISOC
Lauren Terrell, Director of Governance and Board Operations, ISOC

Guests Present for Certain Portions of the Meetings:

Flávio Rech Wagner, President, ISOC Brazil Chapter
Pedro Lana, Director of Projects, ISOC Brazil Chapter
Raquel Gatto, Vice President, ISOC Brazil Chapter

Open to Observers Session

Watch the Recording

1. Call to Order and Declaration of Conflicts – Ted Hardie

Mr. Hardie called the ISOC Board of Trustees meeting to order in Open to Observers Session on Wednesday, 10 April at 15:03 UTC.

No conflicts declared.

2. ISOC Brazil Chapter Report – Flávio Rech Wagner

Mr. Rech Wagner provided the Brazil Chapter Report. He gave an overview of the chapter’s members, board of directors, and activities. He also talked about the chapter’s recent projects, such as encryption, capacity building, IWN and community networks, and online courses offered to the chapter members, such as digital sovereignty and encryption. The chapter contributed to a number of community consultations. Mr. Wagner reported that the chapter does all its work through numerous partnerships with various partners, working groups, and in close cooperation with ISOC. He highlighted the participation with ISOC staff based in the region and various ISOC chapters. The chapter is active in submitting PDPs on a number of different topics.

Mr. Wagner shared the chapter’s insights for ISOC:

The need for chapters to receive more robust funding.
Chapters should have more opportunities to contribute to ISOC’s policy positions, programs, and strategies.
The Chapters Advisory Council could have a more prominent role in creating these opportunities.

Discussion ensued. Trustees expressed appreciation for the work of the chapter, including contributions to the stopping the Fake News bill and other initiatives. Trustees also inquired how the chapter is driving such a huge success in a large territory such as Brazil. Mr. Rech Wagner praised the work of the volunteers. Trustees also discussed the chapter’s involvement in NETmundial+10, the main objective of which is to discuss the evolution of governance of the digital world.

Following the presentation, Mr. Rech Wagner, Mr. Lana, and Ms. Gatto left the meeting.

3. Elections Committee Report – Victor Kuarsingh

Mr. Kuarsingh provided the Elections Committee Report including an overview of the committee composition, schedule, and process update. Chapter participation in the election was 83%; of the 113 eligible chapters, 94 voted. Organization Members turnout was 58%; of the 81 eligible Organization Members, 47 voted.

4. Public Interest Registry (PIR) Nominations Committee Report – Luis Martinez

Mr. Martínez provided the PIR Nominations Committee Report noting interest was high with a total of 47 applications submitted. Mr. Martinez highlighted concerns that several candidates were unclear that the functions of the PIR board were different from the functions of ISOC’s board. He suggested that PIR should clarify this during their communications about the positions.

Discussion ensued. Trustees provided feedback and solutions on how to improve the process.

5. Approve Date and Location of 2024 Annual General Meeting – Ted Hardie

Resolution 2024-X: Approve the Date and Location of the 2024 Annual General Meeting
RESOLVED, that the Internet Society Board of Trustees approves the dates of 22-23 June for its 2024 Annual General Meeting in Reston, Virginia.

The resolution passed unanimously.

6. 2030 Strategy, Communications Plan Overview – Sally Wentworth

Ms. Wentworth provided an overview of the communications plan for the 2030 Strategy. The overview included an official announcement of the strategy to staff on 26 April 2024, an announcement to the community on 29 April 2024, an Organization Member Advisory Council (OMAC) meeting on 7 May 2024, and a Chapters Advisory Council meeting on 21 May 2024.

7. Board Discussion re: March OMAC Report – Ted Hardie

Mr. Hardie discussed the board’s response to the OMAC’s advice to the board. Mr. Martínez highlighted that there is a key learning from OMAC similar to the Chapters Advisory Council regarding ISOC’s relevance.

The board convened in Closed Executive Session.

8. Compensation Committee Report (Board Only) – Ted Hardie

The Compensation Committee provided the trustees with the Compensation Committee Report.

The board returned to Open to Observers Session resumed at 16:53 UTC.

9. Appointment of the Representative to the PIR Board of Directors – Ted Hardie

Resolution 2024-X: Appoint the Representative to the Public Interest Registry Board of Directors
WHEREAS, in accordance with the Amended and Restated Bylaws of Public Interest Registry Article VI, Section 7, the Internet Society, as a Representative Member, shall be entitled to designate a representative to attend all meetings of the Public Interest Registry’s Board of Directors and its committees;
RESOLVED, that the Internet Society Board of Trustees appoints Sally Wentworth as the Internet Society representative to the Public Interest Registry Board of Directors to serve until the 2025 Internet Society Annual General Meeting.

The resolution passed unanimously.

10. Approval of Mr. Sullivan Severance and Transitional Services Consulting Agreements – Ted Hardie

Resolution 2024-X: Approval of Andrew Sullivan Severance and Transitional Services Consulting Agreements*
WHEREAS, the Compensation Committee (the “Committee”) of the Board of Trustees (the “Board”) of Internet Society (“ISOC”) has reviewed the terms of the letter agreement by and between ISOC and Andrew Sullivan (“Mr. Sullivan”), in the form presented to the Committee for its review (the “Separation Agreement”)…
WHEREAS, the Committee has reviewed the terms of the Transitional Services Consulting Agreement by and between ISOC and Mr. Sullivan…
WHEREAS, the Committee has received market data from Willis Towers Watson providing that the proposed compensation and the terms of the Separation Agreement and Consulting Agreement are reasonable compared to what is paid by similar organizations under similar circumstances for similar services (the “Market Data”); and
WHEREAS, the Committee has determined that it is in ISOC’s best interests to approve the Separation Agreement and Consulting Agreement and to recommend to the Board that it approve the Separation Agreement and Consulting Agreement.
NOW, THEREFORE, BE IT:
RESOLVED, that, in reliance on the Market Data, the compensation as presented is hereby approved; and be it
RESOLVED, that the Committee hereby recommends to the Board that it approve the compensation package.

The resolutions passed by majority. Mr. Hardie, Mr. Pepper, Mr. Haberman, Mr. Leiba, Ms. Thomson, Mr. Kuarsingh, and Mr. Peterson approved the resolutions. Mr. Ogundele, Ms. Wickramasekera, Mr. Biaou, Mr. Mok, Mr. Martínez, and Ms. Baruwa opposed the resolutions.

11. Any Other Business – Ted Hardie

No other business was raised.

12. Adjournment – Ted Hardie

Mr. Hardie adjourned the meeting at 17:01 UTC.

*This resolution is the full board’s vote on the compensation arrangements as reflected in the materials. Note that some details reviewed by the board are here redacted to protect confidential information.

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