Minutes of Board Meeting No. 181

22 June 2024
Reston, Virginia, USA

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, Chair
Maureen Hilyard
Russ Housley
Victor Kuarsingh
Barry Leiba
Charles Mok
Kathleen Moriarty
Caleb Ogundele
Laura Thomson
Sagarika Wickramasekera
President and CEO Andrew Sullivan (ex officio, non-voting)

Staff Members Present:

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

Guests Present for Certain Portions of the Meeting:

Sebastian Bellagamba, Vice President, External and Community Engagement, ISOC (virtual)
Ron da Silva, Co-Convener, ISOC DC Chapter
Chelsea Horne, Co-Convener, ISOC DC Chapter
Cheryl Langdon-Orr, Chapter Advisory Council Steering Committee, Chair (virtual)
Michuki Mwangi, Distinguished Technologist, Internet Growth, ISOC (virtual)

Open to Observers Session

1. Welcome, Apologies, and Declaration of Conflicts – Andrew Sullivan

Mr. Sullivan called the ISOC Board of Trustees meeting to order in Open to Observers Session on Saturday, 22 June 2024 at 13:03 UTC and in-person participants introduced themselves.

No conflicts were declared.

2. Annual Elections and Appointments

i. Annual Election of Board Chair – Andrew Sullivan

Pursuant to the Procedure for Conducting Election of Officers of the Board, Mr. Sullivan presided over the election of the Chair of the board.

Mr. Hardie previously expressed his interest to serve as Chair and Mr. Sullivan asked if any other trustee wanted to run for Chair. No other trustees expressed interest.

The board went into the Closed Executive Session at 13:05 UTC. All participants, except Mr. Sullivan and voting trustees, left the room. Mr. Hardie also left the room.

After deliberations, the meeting resumed in Open to Observers Session at 13:18 UTC.

Mr. Sullivan confirmed that Mr. Hardie was the only candidate for the position. Mr. Sullivan also stated that Mr. Hardie received some feedback from the trustees.

Mr. Hardie was elected as Chair by the board with 11 votes in favor and 2 abstentions. Mr. Hardie assumed office of Chair and presided over the remainder of the meeting.

ii. Annual Election of Other Officers – Ted Hardie

Election of Treasurer

Ms. Thomson previously expressed an interest to serve as Treasurer. Mr. Hardie asked if any other trustee would like to serve as Treasurer; no others expressed interest.

The board went into Closed Executive Session at 13:25 UTC. All participants, except voting trustees, left the room. Ms. Thomson also left the room.

The meeting resumed in Open to Observers Session at 13:30 UTC.

Mr. Hardie shared the board’s feedback with Ms. Thomson.

Ms. Thomson was elected as Treasurer with 13 votes in favor and 0 abstentions.

Election of Board Secretary

Mr. Hardie reminded the board that the Secretary’s role is optional and limited to service on the Executive Committee; typically, the Executive Committee does not meet. Last year was an exception due to CEO succession activities. Trustees indicated their desire to appoint a board Secretary this cycle.

Mr. Kuarsingh previously expressed an interest to serve as board Secretary. Mr. Hardie asked if any other trustee would like to serve as Secretary; no others expressed interest.

The board went into Closed Executive Session at 13:36 UTC and resumed in Open to Observers Session at 13:40 UTC.

Mr. Kuarsingh was elected as board Secretary with 12 votes in favor and 1 abstention.

iii. Annual Appointment of Committee Chairs and Members – Ted Hardie

Resolution 2024-XX: Appoint Chairs and Members of Committees of the Board
RESOLVED, that the Internet Society Board of Trustees makes the following appointments to committees of the board for the 2024-2025 term:

Audit Committee
Chair: Sagarika Wickramasekera
Members: Olufunke Baruwa, Brian Haberman, Russ Housley, Victor Kuarsingh

CEO Succession Planning Committee
Co-Chairs: Brian Haberman, Olufunke Baruwa
Members: Ted Hardie, Russ Housley, Victor Kuarsingh, Barry Leiba
Non-Voting, Ex-Officio Member: CEO

Compensation Committee
Chair: Incoming Board Chair
Members: Olufunke Baruwa, Ramanou Biaou, Brian Haberman, Russ Housley, Barry Leiba, Caleb Ogundele

Elections Committee*
Chair: Ramanou Biaou
Members: Maureen Hilyard, Laura Thomson
Non-Voting, Ex-Officio Member: CEO

Executive Committee
Chair: Incoming Board Chair
Members: Incoming Treasurer and Board Secretary
Non-Voting, Ex-Officio Member: CEO

Finance Committee
Chair: Incoming Treasurer
Members: Ramanou Biaou, Ted Hardie, Kathleen Moriarty, Caleb Ogundele
Non-Voting, Ex-Officio Member: CEO

Governance Committee
Chair: Charles Mok
Members: Ramanou Biaou, Maureen Hilyard, Barry Leiba, Victor Kuarsingh, Sagarika Wickramasekera
Non-Voting, Ex-Officio Member: CEO

Nominations Committee*
Chair: Caleb Ogundele
Members: Olufunke Baruwa, Russ Housley, Kathleen Moriarty

PIR Nominations Committee
Chair: Barry Leiba
Members: Ramanou Biaou, Ted Hardie, Charles Mok, Caleb Ogundele, Sagarika Wickramasekera

*Note: appointment of additional members to the Elections and Nominations Committees will occur at a later date.

The resolution passed unanimously.

iv. Appointment of Liaison to the IETF Nominations Committee

Resolution 2024-XX: Appointment of Liaison to the IETF Nominations Committee
RESOLVED, that the Internet Society Board of Trustees appoints Brian Haberman as Internet Society Board Liaison to the IETF Nominations Committee for the 2024-2025 term.

The resolution passed unanimously.

v. Appointment of Trustee to the IETF Trust – Ted Hardie

Resolution 2024-XX: Appointment of Trustee of the IETF Trust
RESOLVED, that the Internet Society Board of Trustees appoints Victor Kuarsingh as a trustee of the IETF Trust for a term of two years.

The resolution passed by acclamation.

3. Action Items from the 2023-2024 Board of Trustees – Ted Hardie

The board discussed the summary of agreed board action items.

Resolution 2024-XX: Accept the Summary of Agreed Board Action Items from the 2023-2024 Board of Trustees
RESOLVED, the Internet Society Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2023-2024 Board of Trustees.

Summary of Agreed Board Action Items

At the close of each Internet Society board year, the outgoing Board of Trustees conveys to the incoming board a list of priorities based on its knowledge and experience, which are crucial for the continued success of the organization. Now at the close of its term, the 2023-2024 board conveys the following priorities to the 2024-2025 board:

Continue to focus on revenue diversification and support ISOC’s fundraising efforts through the Foundation.
Prioritize succession planning and activities.
Support ongoing efforts to improve the accessibility of ISOC materials and communities.
Ensure that additional training is made available to trustees taking on specialized financial or other duties if needed.
The Governance Committee shall consider mechanisms to increase transparency in committee activities.
Support the Internet Society’s communication strategy in the development of its unique brand.
Support the Internet Society’s efforts to maintain a culture of diversity and inclusion.

The resolution passed unanimously.

4. Recognition of Outgoing Trustees – Ted Hardie

Resolution 2024-XX: Recognition of Outgoing Trustees
RESOLVED, that the Internet Society Board of Trustees thanks Luis Martínez, Robert Pepper, and Jon Peterson who have concluded their terms, for their dedication and outstanding service to the Internet Society as members of the Board of Trustees.

Members of the board expressed their appreciation to the outgoing trustees.

The resolution passed by acclamation.

5. Board Meeting Dates and Locations for 2024-2025 – Ted Hardie

Trustees discussed the dates and locations for 2024-2025 meetings with agreement on the following:

2024 Q4 Meeting, 2-3 November, Dublin, Ireland
2025 Q1 Meeting, 5-6 March, Seattle, Washington, USA
2025 Annual General Meeting, 13-14 June, Prague, Czechia

The September 2024 retreat dates and location were discussed later during the meeting where the resolution was finalized.

The board recessed at 14:20 UTC and resumed in Open to Observers Session at 14:45 UTC.

6. ISOC DC Chapter Report – Ron da Silva and Chelsea Horne

Mr. da Silva and Ms. Horne provided the DC Chapter Report.

Mr. da Silva began with a short update on the status of the chapter, including an emergency election and temporary council that was put in place. Ms. Horne described the efforts of the chapter, including reviving chapter leadership and activities and programs underway. Of note, the chapter is joining the Global Encryption Coalition.

The chapter is also finalizing its bylaws, increasing its membership, and hosting panel presentations and brainstorming breakfasts. Mr. da Silva described membership’s discussions of the chapter’s “identity” and a desire to focus on policy and technology in advancing the Internet Society’s mission. Current priorities include the chapter’s contributions and healthy impact consistent with the Internet Society’s mission.

Mr. da Silva and Ms. Horne also described the focus of the chapter on the digital divide and connectivity.

Discussion ensued. Trustees posed questions to Mr. da Silva and Ms. Horne and thanked them for their leadership and work with the chapter. It was suggested the chapter reach out to the Organization Members Advisory Council (OMAC) to collaborate on policy work. Discussion also addressed the impact of divisiveness in policy and politics (Mr. da Silva indicated that the chapter welcomes diversity of views and discussions) and collaboration with other chapters.

7. Community Chair Reports – Ted Hardie

i. Organization Member Advisory Council (OMAC)

Mr. Summa provided the OMAC report in writing ahead of time. It contained a status update on the activities of OMAC including the following:

OMAC Roundtable #18 – A Critical Moment for Defending the Internet in the United Nations

With its objective of sharing the Internet Society’s 2024 evolving strategy for defending the Internet in the UN, the 18^th OMAC Roundtable was held on 9 April 2024. The session provided a platform to hear feedback from the OMAC on the Internet Society’s approach and for OMAC members to share their strategies around UN meetings and processes. Thirteen OMAC members attended. The meeting was rated Excellent or Very Good by 82% of OMAC members who provided feedback.

OMAC Roundtable #19 – Looking Ahead: A Conversation with the Internet Society’s Board of Trustees about the 2030 Strategy

With its goal of creating opportunities for OMAC members to participate in the Internet Society’s work, and provide thoughts and feedback, the 19^th OMAC Roundtable was held on 7 May 2024. The session allowed the ISOC board to present the final framework for the 2030 Strategy, which will guide ISOC’s goals and direction for the next five years. Six OMAC members attended. The meeting was rated Excellent or Very Good by 71.5% of OMAC members who provided feedback.

Discussion ensued.

8. President and CEO Report – Andrew Sullivan

Mr. Sullivan provided his report which included hiring a Managing Director for the Foundation, the announcement of the non-renewal of Mr. Sullivan’s contract, and the appointment of Ms. Wentworth as the next President and CEO. CEO transition work has started and is well underway. Mr. Sullivan also provided an update on the draft Accessibility Policy and implementation efforts. Despite some progress, the Accessibility Standing Group has not agreed to the draft Accessibility Policy.

Discussion ensued and centered around finalization of the Accessibility Policy, current obstacles and challenges preventing the finalization of the policy, various proposed solutions or ideas to help resolve the matter, compliance concerns related to the policy, and a desire to ensure the policy was completed prior to Mr. Sullivan’s departure. Trustees were in agreement with Ms. Wentworth’s approach of presenting the Accessibility Standing Group with both the policy and implementation plan, as well as the overall framework designed to meet their needs.

The board recessed at 16:15 UTC and resumed in Open to Observers Session at 18:21 UTC.

9. Strategy 2025 Highlights – Sally Wentworth, Michuki Mwangi, Sebastian Bellagamba

Ms. Wentworth, Mr. Mwangi, and Mr. Bellagamba provided an overview of the 2025 strategy, including ISOC’s three objectives: Build, Promote, and Defend.

Mr. Mwangi reported on Building the Internet whereby ISOC has developed and strengthened over 73 peering infrastructures in 41 countries and attracting over $3M in grant funding and work related to Connecting the Unconnected, including advocacy, capacity building, and infrastructure development. He also reported on the status of Pulse, a tool that measures the health, availability, and evolution of the Internet through the shutdown and Netloss calculator, Internet Resilience Index, technology evolution and concentration, and country reports.

Discussion ensued with trustees inquiring about the Netloss tool in Senegal and cost of the Internet shutdown and ownership of policies by local governments. Trustees also thanked the team for their great work.

Ms. Wentworth reported on strengthening and defending the Internet. ISOC has invested in foundational tools and resources to support broader, more effective advocacy, including the Internet Impact Assessment tool (publishing more than 20 assessments to date).ISOC also sharpened its approach to global advocacy, including 40 government or policymaker statements and more than 100 open letters. Ms. Wentworth also reported on the progress of the Global Encryption Coalition, which includes 424 members, who are monitoring the landscape for threats and are partnering to defend the Internet.

Discussion ensued and topics included the increased interest from the FCC on MANRS as the industry standard, the continued need for global advocacy efforts, and the high level of effort to bring so many partners together to form the Global Encryption Coalition.

Mr. Bellagamba presented on the Empowering People portfolio. He reported that 89% of chapters are in good standing, the funding to chapters increased from $605K to $1.4M, and chapters recently launched Community Week and Regional Community Days. He also presented on ISOC’s advocacy efforts, such as the Internet Way of Networking, FAST (response methodology), and the focus on impact together with the local community (Internet Impact Assessment).

Discussion ensued with various comments and questions on the TeL program, the number of people who completed the course, and accessibility. Trustees also complimented the team on the fellowship programs and associated progress.

10. Year to Date Progress on the 2024 Action Plan – Sally Wentworth

Ms. Wentworth reported on the progress of 2024 projects, including Countering Internet Threats, Defending the Internet in the United Nations, Extending Encryption, Helping Shape Internet Legal Precedent, and NDSS 2024.

Ms. Wentworth’s continued remarks addressed building the Internet and improving its resilience, including Connecting the Unconnected, Fostering Sustainable Peering Infrastructure, and Measuring the Internet. Mobilizing the community to protect the Internet, most recently through Community Days, recognizing Internet pioneers, and developing Internet leaders are other keys aspects to continue building the Internet.

Ms. Wentworth concluded the presentation by highlighting that ISOC is on track to meet its 2024 goals and on budget.

Discussion ensued and various comments and questions were addressed related to the amicus program, global advocacy efforts, the need to expand the impact globally, participation in the policymaking program, and expansion of OMAC sponsorships to allow for more diverse involvement.

The board went into Closed Executive Session at 18:51 UTC where the following topics were addressed.

11. CFO’s Report – Sae Park

Ms. Park presented ISOC’s 2024 first quarter financial results and her report.

12. Finance Committee Report – Laura Thomson

Ms. Thomson presented the Finance Committee’s report.

13. Any Other Business – Ted Hardie

The board resumed in the Open to Observers session at 20:31 UTC.

14. ChAC Steering Committee Report – Cheryl Langdon-Orr

Ms. Langdon-Orr provided the ChAC Steering Committee (SC) report noting that ChAC-SC meetings are held monthly and, since the first quarter update, have been held in March 2024, April 2024, and May 2024.

During the ChAC second quarter call, the ChAC was engaged in:

A presentation and discussion facilitated by Mr. Hardie and other board members regarding the 2030 Strategy.
A follow-up from the first quarter call where questions were raised regarding the geographic distributions of grants.
A presentation from the Puerto Rico Chapter to ChAC regarding their formal request for ChAC advice to the board regarding two matters. These are currently the subject of a ChAC consensus call and include access to the Chapter Delegates mailing list and reinstatement of funding for ISOC.LIVE.

Discussion ensued and focused on ISOC.LIVE, namely the specifications and procedures around the consensus call. It was noted that the chapters are currently responding to the poll and the results will be conveyed to the board in July. At that point, the board will consider the data and respond, if necessary.

15. Any Other Business – Ted Hardie

Resolution 2024-XX: Approve Dates and Locations for 2024-2025 Board Meetings
RESOLVED, that the Board of Trustees approves the following dates for its meetings in 2024 and 2025 provided it remains practical to travel and meet in the determined locations.

2024 Retreat, 28-29 September, Reston, Virginia, USA
2024 Q4 Meeting, 2-3 November, Dublin, Ireland
2025 Q1 Meeting, 6-7 March, Seattle, Washington, USA
2025 Annual General Meeting, 13-14 June, Prague, Czechia

The resolution passed unanimously.

18. Adjournment – Ted Hardie

Mr. Hardie concluded the meeting at 20:51 UTC.

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