Minutes of Board Meeting No. 140

Author: J. Levine
Date: 2018-06-15
Committee: BOT
Document: 2018-06-15
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

15 June 2018 by videoconference

Board members present were:

• Kathy Brown
• Gonzalo Camarillo
• Glenn McKnight
• John Levine
• Harish Pillay
• Sean Turner
• Hans-Peter Dittler
• Désirée Miloshevic

Excused: Walid Al-Saqaf, Richard Barnes, Olga Cavalli, Hiroshi Esaki, Alice Munyua

Staff members present: Kevin Craemer, Todd Tolbert, Sandy Spector.

Session types:

• Closed executive session: board members only.
• Open to observers session: local and remote attendees are welcome to listen in.

Gonzalo opened the meeting at 13:07 UTC in open to observers session.

1. Welcome, Apologies and Declaration of Conflicts – G. Camarillo

2. Document resolutions approved by e-vote – J. Levine

PURPOSE: To enter recent resolutions passed by e-vote into the record, including those passed in August 2017 and inadvertently omitted from the minutes.

Resolution 2017-40: Designating funds for the IASA 2.0 process
RESOLVED, that the Board designates $1 million for restructuring costs for the IASA 2.0 transition.

Resolution 2017-41: Approve the minutes of the 137th Board meeting
RESOLVED, that the minutes of the 137th meeting of the Board of Trustees, held in Nairobi (Kenya) on June 3- 4, 2017 are approved.

Resolution 2017-42: Appoint the PIR Selection Committee
RESOLVED, that the Board creates a PIR Selection Committee, and appoints Harish as chair, and Alice, Glenn, Hans Peter and John as members of the committee.

Resolution 2017-43: Approve the PIR Selection Committee charter
RESOLVED, that the Board approves the PIR Selection Committee charter as proposed.

Resolution 2017-44: Appoint the Election Committee
RESOLVED, that the Board creates an Election Committee, and appoints Hiroshi as chair, Hans Peter, and Gihan Dias as members, and Kathy (President) as non-voting ex-officio member.

Resolution 2017-45: Appoint the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints Richard, Gonzalo, Olga, and Hans- Peter as members of the committee, along with Kathy (President), and Sean (Treasurer) who serves as chair of the committee. The board thanks Desiree for her service on the committee.

Resolution 2018-11: Approve the minutes of the 139th meeting of the ISOC Board of Trustees
RESOLVED, that the minutes of the 139th meeting of the ISOC Board of Trustees held 24-25 March 2018 in London are approved.

Resolution 2018-12: Approve the PIR Registry Services Amendments
RESOLVED, that the Board of Trustees approves the proposed Registry Services Agreement, Addendum A, and the Amendment for Data Processing between the Public Interest Registry and Afilias plc.

3. Actionable items for the 2018-2019 Board of Trustees – K. Brown

PURPOSE: Accept and convey actionable items to the 2018-2019 Board of Trustees.

Resolution 2018-13: Accept and convey actionable items to the 2018-2019 Board of Trustees.
RESOLVED, the 2017-2018 Board of Trustees accepts as accurate the following Summary of Agreed Board Action Items and,
FURTHER RESOLVED that the Board conveys this Summary to the 2018-2019 Board.

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 which, based on its knowledge and experience, are crucial for the continued success of the organization.

Now at the close of its term, the 2017-2018 board conveys the following priorities to the 2018-2019 board:

I. Continue support for the 2018 Internet Society Action Plan,
II. Continue to support and develop the Internet Society Foundation as a vehicle to further the Internet Society’s mission through grant-funded programs,
III. Continue to support the Internet Engineering Task Force in its efforts to create a more independent and sustainable administrative structure.

Moved by Hans-Peter, seconded by Harish.  Approved unanimously.

4. Elections Committee Report – H.P. Dittler for H. Esaki

PURPOSE: Receive the final report of the ISOC Elections Committee

Resolution 2018-14: Accept the Elections Committee Report.
RESOLVED that the report of the 2018 Elections Committee is accepted.

Moved by Hans-Peter, seconded by Glenn. Approved unanimously.

5. Governance Committee Report – H.P. Dittler

PURPOSE: Receive the report of the ISOC Governance Committee.

Resolution 2018-15: Accept the Governance Committee Report.
RESOLVED that the report of the Governance Committee is accepted.

Moved by Hans-Peter, seconded by Harish. Approved unanimously.

6. Independent Auditors Report – J. Levine

PURPOSE: Accept the report of the independent auditor.

Resolution 2018-16: Accept the 2017 Independent Auditors Report.
RESOLVED, that the 2017 Independent Auditors Report is accepted, in reliance on the PIR 2017 Independent Auditors Report as accepted by the PIR Board on May 22, 2018.

Moved by John, seconded by Desiree. Approved unanimously.

7. Audit Committee Report – J. Levine

PURPOSE: Receive the final report of the ISOC Audit Committee.

Resolution 2018-17: Accept the Audit Committee Report.
RESOLVED that the report of the 2018 Audit Committee is accepted.

Moved by John, seconded by Hans-Peter. Approved unanimously.

8. Finance Committee Report – S. Turner

PURPOSE: Receive the report of the ISOC Finance Committee.

Resolution 2018-18: Accept the Finance Committee Report.
RESOLVED that the report of the Finance Committee is accepted.

Moved by Sean, seconded by Harish. Approved unanimously.

9. President and CEO Reports – K. Brown

PURPOSE: To receive updates from the CEO

• Status report on CEO Transition matters
• Looking ahead

10. Update on Organization Membership 2.0 – T. Tolbert

PURPOSE: Receive a report on member feedback to proposed Organization Membership changes.

11. Adjournment

The meeting adjourned at 14:15.

All Board Meeting Minutes

No. 140 (15 June 2018)

• No. 190 (7 September 2025)
• No. 189 (13 June 2025)
• No. 188 (14 May 2025)
• No. 187 (6 March 2025)
• No. 186 (12 February 2025)
• No. 185 (8 January 2025)
• No. 181 (22 June 2024)
• No. 180 (12 June 2024)
• No. 179 (10 April 2024)
• No. 178 (9—10 March 2024)
• No. 176 (11—12 November 2023)
• No. 175 (11 October 2023)
• No. 174 (8 September 2023)
• No. 173 (17-18 June 2023)
• No. 172 (14 June 2023)
• No. 171 (10 May 2023)
• No. 170 (1-2 April 2023)
• No. 169 (8 February 2023)
• No. 168 (12-13 November 2022)
• No. 167 (10 August 2022)
• No. 166 (18-19 June 2022)
• No. 165 (8 June 2022)
• No. 164 (11 May 2022)
• No. 163 (27 March 2022)
• No. 162 (12 January 2022)
• No. 161 (13-14 November 2021)
• No. 160 (22 August 2021)
• No. 159 (31 Jul-1 Aug 2021)
• No. 158 (8 July 2021)
• No. 157 (15-16 March 2021)
• No. 156 (26 January 2021)
• No. 155 (10 December 2020)
• No. 154 (22 November 2020)
• No. 153 (2 August 2020)
• No. 152 (2 July 2020)
• No. 151 (7 May 2020)
• No. 150 (17 April 2020)
• No. 149 (13-14 March 2020)
• No. 148 (23-24 Nov 2019)
• No. 147 (28 Oct-10 Nov 2019)
• No. 146 (28 July 2019)
• No. 145 (11 July 2019)
• No. 144 (19 March 2019)
• No. 143 (7-8 March 2019)
• No. 142 (9-10 November 2018)
• No. 141 (01 July 2018)
• No. 140 (15 June 2018)
• No. 139 (24-25 March 2018)
• No. 138 (18-19 November 2017)
• No. 137 (3-4 June 2017)
• No. 136 (24 May 2017)
• No. 135 (6-7 March 2017)
• No. 134 (10-11 November 2016)
• No. 133 (14 October 2016)
• No. 132 (18-19 June 2016)
• No. 131 (14 June 2016)
• No. 130 (9-10 April 2016)
• No. 129 (22 March 2016)
• No. 128 (10 March 2016)
• No. 127 (17 December 2015)
• No. 126 (30-31 October 2015)
• No. 125 (15 October 2015)
• No. 124 (16 September 2015)
• No. 123 (7-8 July 2015)
• No. 122 (29 June 2015)
• No. 121 (24 April 2015)
• No. 120 (21 April 2015)
• No. 119 (14-15 February 2015)
• No. 118 (2 February 2015)
• No. 117 (15-16 November 2014)
• No. 116 (3 November 2014)
• No. 115 (18 September 2014)
• No. 114 (2 July 2014)
• No. 113 (27-28 June 2014) AGM
• No. 112 (16 June 2014)
• No. 111 (7-8 April 2014)
• No. 110 (1 April 2014)
• No. 109 (30 January 2014)
• No. 108 (12 December 2013)
• No. 107 (24 November 2013)
• No. 106 (22-23 November 2013)
• No. 105 (11 November 2013)
• No. 104 (16 September 2013)
• No. 103 (3-4 August 2013) AGM
• No. 102 (22 July 2013)
• No. 101 (13 April 2013)
• No. 100 (21 January 2013)
• No. 99 (19 November 2012)
• No. 98 (20-21 October 2012)
• No. 97 (19 September 2012)
• No. 96 (4-5 August 2012) AGM
• No. 95 (16 July 2012)
• No. 94 (29 May 2012)
• No. 93 (11 April 2012)
• No. 92 (09-11 March 2012)
• No. 91 (16 January 2012)
• No. 90 (22-23 October 2011)
• No. 89 (19 September 2011)
• No. 88 (30-31 July 2011)
• No. 87 (30 July 2011) AGM
• No. 86 (09 May 2011)
• No. 85 (2-3 April 2011)
• No. 84 (13 December 2010)
• No. 83 (13-14 November 2010)
• No. 82 (20 September 2010)
• No. 81 (19-20 June 2010)
• No. 80 (19 June 2010) AGM
• No. 79 (17 May 2010)
• No. 78 (27-28 March 2010)
• No. 77 (2 February 2010)
• No. 76 (4-5 December 2009)
• No. 75 (21 September 2009)
• No. 74 (24-25 July 2009)
• No. 73 (24 July 2009) AGM
• No. 72 (29 May 2009)
• No. 71 (18 May 2009)
• No. 70 (28-29 March 2009)
• No. 69 (22-23 November 2008)
• No. 68 (15 September 2008)
• No. 67 (28-29 June 2008)
• No. 66 (28 June 2008) AGM
• No. 65 (19 May 2008)
• No. 64 (15-16 May 2008)
• No. 63 (8-9 December 2007)
• No. 62 (4 October 2007)
• No. 61 (30 June-1 July 2007)
• No. 60 (30 June 2007) AGM
• No. 59 (21 May 2007)
• No. 58 (24-25 March 2007)
• No. 57 (15 January 2007)
• No. 56 (11-12 November 2006)
• No. 55 (18 September 2006)
• No. 54 (30 June-1 July, 2006)
• No. 53 (30 June 2006) AGM
• No. 52 (10 April 2006)
• No. 51 (10-11 February 2006)
• No. 50 (30 October 2005)
• No. 49 (5-6 August 2005)
• No. 48 (5 August 2005) AGM
• No. 47 (19 May 2005)
• No. 46 (13 May 2005)
• No. 45 (11-12 March 2005)
• No. 44 (17 January 2005)
• No. 43 (16 December 2004)
• No. 42 (23 November 2004)
• No. 41 (12-13 November 2004)
• No. 40 (14 October 2004)
• No. 38 (15 May 2004) AGM
• No. 37 (15 December 2003)
• No. 36 (8-9 November 2003)
• No. 35 (15 October 2003)
• No. 34 (12-13 July 2003)
• No. 33 (12-13 July 2003) AGM
• No. 32 (16 March 2003)
• No. 31 (4 December 2002)
• No. 30 (16-17 November 2002)
• No. 28 (17-18 June 2002)
• No. 27 (27 June 2002) AGM
• No. 26 (15 May 2002)
• No. 25 (8-9 December 2001)
• No. 24 (6 June 2001)
• No. 23 (4-5 June 2001) AGM
• No. 22 (10 December 2000)
• No. 21 (18 July 2000)
• No. 20 (17-18 July 2000) AGM
• No. 19 (12-13 November 1999)
• No. 18 (22 June 1999)
• No. 17 (21-22 July 1999)
• No. 16 (11-12 December 1998)
• No. 15 (21 July 1998)
• No. 14 (20-21 July 1998) AGM
• No. 13 (12-13 December 1997)
• No. 12 (24 June 1997)
• No. 11 (23-24 June 1997) AGM
• No. 10 (13-14 December 1996)
• No. 9 (24-25 June 1996) AGM
• No. 8 (8-9 December 1995)
• No. 7 (26-27 June 1995)
• No. 6 (15-16 December 1994) AGM
• No. 5 (13-14 June 1994)
• No. 4 (7-9 February 1994)
• No. 3 (16-17 August 1993) AGM
• No. 2 (10-11 December 1992)
• No. 1 (15 June 1992)