Board Meeting No. 189

13 June 2025

Augustine Hotel
Letenská 12/33
Monastic Meeting Room
118 00 Malá Strana, Czechia

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 are no open forum sessions scheduled for this meeting.

Note: The Board may invite individuals to participate in any session (e.g., as presenters) as needed.

Agenda

Times on this agenda are listed in UTC for the benefit of remote participants and observers in different regions. Use timezone conversion to convert to your local time.

Open to Observers Session

7:00 UTC
1. Welcome, Apologies and Declaration of Conflicts–Sally Wentworth

7:05 UTC
2. Annual Election of Board Chair–Sally Wentworth

7:20 UTC
3. Annual Election of Other Officers–Board Chair

7:30 UTC
4. Appointment of Committee Chairs and Members–Board Chair

Resolution 2025-X: Appoint Chairs and Members of Committees to 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, Charles Mok, Caleb Ogundele

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

Elections Committee*
Chair: Sagarika Wickramasekera
Members: Maureen Hilyard, Charles Mok, Laura Thomson
Non-Voting, Ex-Officio Member: CEO

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

Finance Committee
Chair: Incoming Treasurer
Members: Ramanou Biaou, Ted Hardie, Victor Kuarsingh, Kathleen Moriarty, Laura Thomson
Non-Voting, Ex-Officio Member: CEO

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

Leadership Continuity Committee
Co-Chairs: Olufunke Baruwa
Members: Ted Hardie, Russ Housley, Victor Kuarsingh, Barry Leiba, Caleb Ogundele
Non-Voting, Ex-Officio Member: CEO

Nominations Committee*
Chair: Kathleen Moriarty
Members: Olufunke Baruwa, Ted Hardie, Victor Kuarsingh

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

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

7:40 UTC
5. Appointment of Liaison to IETF Nominations Committee–Board Chair

Resolution 2025-X: Appoint a Liaison to the IETF Nominations Committee
RESOLVED, that the Internet Society Board of Trustees appoints Russ Housley as Internet Society Board Liaison to the IETF Nominations Committee for the 2025-2026 term.

7:45 UTC
6. Approval of Board Meeting Dates and Locations–Board Chair

Resolution 2025-X: Approve Dates and Locations for 2025-2026 Board Meetings
RESOLVED, that the Board of Trustees approves the following dates for its meetings in 2025 and 2026 provided it remains practical to travel and meet in the determined locations.

2025 Retreat: 6-7 September, Vancouver, Canada
2025 Q4 Meeting: 8-9 November, Montreal, Canada
2026 Q1 Meeting: 5-6 March, Mumbia, India
2026 Annual General Meeting: 27-28 June, Eastern Canada (exact location to be determined)

7:55 UTC
7. Welcome to New Chapters and SIGs–Board Chair

Resolution 2025-X: Welcome to New Chapter
RESOLVED, that the Internet Society Board of Trustees extends a warm welcome and congratulations to the new North Macedonia Chapter.

8:00 UTC
8. ChAC Chair Report–Flávio Rech Wagner

8:30 UTC
Break

8:45 UTC
9. President and CEO Report–Sally Wentworth

a. Accessibility Update

9:15 UTC
10. Update on ISOC Activities–Yogesh Khanna

a. Year to Date Progress on Action Plan – Katie Bengaard

10:00 UTC
Lunch

Closed Executive Session

11:00 UTC
11. ICANN Session–Theresa Swinehart

11:30 UTC
12. CFO’s Report–Sae Park

12:00 UTC
13. Finance Committee Report–Board Treasurer

12:10 UTC
14. Audit Committee Report–Sagarika Wickramasekera

12:20 UTC
15. Open Fibre Data Strategy and Recommendations–Steve Song and Michuki Mwangi

12:50 UTC
Break

13:05 UTC
16. Organizational Risk Discussion–Sally Wentworth, Ilona Levine and Sae Park

Board and CEO Only Session

14:30 UTC
17. Board and CEO Session–Board Chair

Open to Observers Session

14:50 UTC
18. OMAC Chair Report–David Belson

15:20 UTC
19. Approval of Internet Society Change of Principal Address

Resolution 2025-X: Approve Internet Society Change of Principal Address
WHEREAS, Internet Society has determined it will close its physical office location in Reston, Virginia 20190 and transition to a virtual principal office; and
THEREFORE, BE IT RESOLVED, Internet Society Board of Trustees hereby approves and authorizes the transfer of the principal office of Internet Society from: 11710 Plaza America Drive #400, Reston, Virginia 20190, United States of America to: 1551 Emancipation Highway #1506, Fredericksburg, Virginia 22401, United States of America;
RESOLVED FURTHER, that the officers of the Company are authorized and directed to take all necessary actions to effectuate this address change, including but not limited to updating records with the Virginia Secretary of State and notifying all relevant parties of the change.

15:25 UTC
20. Adjournment–Board Chair

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