11—12 November 2023
Hilton Prague
Liben 3 Meeting Room
Pobřežní 311/1
186 00 Praha 8-Rohanský ostrov
Czechia
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 in Person:
- Ted Hardie
- Ramanou Biaou
- Brian Haberman
- Victor Kuarsingh
- Barry Leiba
- Luis Martínez
- Caleb Ogundele
- Robert Pepper
- Jon Peterson
- Laura Thomson
- Sagarika Wickramasekera, and
- President and CEO Andrew Sullivan (ex officio, non-voting)
Trustees Present via Zoom:
- Olufunke Baruwa
- Charles Mok
Staff Members Present in Person:
- 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:
- Cheryl Langdon-Orr, Chapter Advisory Council Steering Committee, Chair
- Harald Summa, Organization Member Advisory Council, Chair
Saturday, 11 November 2023
1. Welcome, Apologies, and Declaration of Conflicts – Ted Hardie
Mr. Hardie called Internet Society (ISOC) Board of Trustees meeting to order in Open to Observers Session on Saturday, 11 November 2023 at 8:03 UTC and welcomed participants.
No conflicts were declared.
2. Community Chair Reports
Purpose: receive reports from Community Chairs.
Chapter Advisory Council Steering Committee (ChAC-SC) Report
Ms. Langdon-Orr presented the 2023 year-end update on the activities of the Chapter Advisory Council on behalf of its Steering Committee. She reported that the ChAC-SC met on a quarterly basis and that the focus of the ChAC-SC in 2023 was on the efforts with the ChAC representatives to improve and facilitate opportunities for engagement in previously identified focus areas of interest to chapters. She called the board’s attention to the section of the report that outlined all the means the Steering Committee used in trying to improve the ease and effectiveness of engagement with the Chapter Representatives. She also called the board’s attention to the analysis the Steering Committee performed on the chapters’ attendance of the ChAC calls, which indicated declining participation throughout the year.
Discussion ensued. Mr. Martínez brought up a concern about translations and whether that affected participation. Ms. Wentworth shared that ISOC will be providing translations in three languages in 2024, AI tools for other languages and Zoom simultaneous captioning.
Following her presentation, Ms. Langdon-Orr left the meeting.
Organization Member Advisory Council (OMAC) Report
Mr. Summa presented the OMAC activities report. He provided updates on nominations and elections representatives, stating that after making the call and reviewing the applications received, the OMAC officers submitted the information for the two volunteers: Barry Macharia (Nominations Committee) and Melchior Aelmans (Elections Committee).
He highlighted that the Roundtable 15 on Internet Fragmentation, which was attended by 14 OMAC members, was very highly rated. He also pointed out that the 17 October listening session with ISOC board was attended by 10 OMAC members. Mr. Summa proposed to improve the cadence of communication between the board and OMAC, such as having quarterly meetings.
Discussion ensued. The board will think about how to better advertise its quarterly board meetings to provide an opportunity to all interested to attend the meeting.
Following his presentation, Mr. Summa left the meeting.
Internet Engineering Task Force (IETF) Report
Lars Eggert submitted the IETF report in a written form ahead of the meeting. The report contained updates on the following topics:
- IETF 118
- Meeting sponsors
- Hackathon
- Working Group actions
- Currently running experiments
- Appeals
- Internet Engineering Steering Group (IESG) Statements
- IESG Announcements
- Standards for professional behavior Keeping up with the IESG
IETF Trust Report
Mr. Deen submitted the IETF Trust report in a written form ahead of the meeting. Mr. Kuarsingh also provided a status update, which included managing the transition to Delaware LLC and a consultation period if there are any changes to the company’s bylaws.
IETF LLC Report
Jason Livingood submitted the IETF LLC report in written form ahead of the meeting. The report contained an update on the current work of IETF LLC, 2023 budget, and meeting schedule.
Discussion ensued.
Internet Architecture Board (IAB) Report
Ms. Kühlewind submitted the IAB’s report in written form ahead of the meeting.
3. Approval of the Minutes of the 175th ISOC Board Meeting – Ted Hardie
Resolution 2023-XX: Approve the Minutes of the 175th ISOC Board Meeting
WHEREAS, the ISOC Board of Trustees has reviewed the minutes of the 175th board meeting, attached hereto as Exhibit A;
RESOLVED, that the minutes of the 175th meeting of the ISOC Board of Trustees are approved.
Approved unanimously.
The meeting recessed at 9:00 UTC for a break and resumed at 13:00 UTC.
4. President and CEO’s Report – Andrew Sullivan
Mr. Sullivan presented his report.
Discussion ensued with trustees inquiring about the status of the accessibility program and Fonteva AMS rollout.
5. 2023 Progress and Impact Report – Sally Wentworth
Ms. Wentworth presented her report and Q3 status of success measures. The report provided updates on the Grow portfolio, including Connecting the Unconnected, Measuring the Internet and Sustainable Peering infrastructure. She also reported on the Strong Portfolio, including Routing Security and Fragmentation, Global Encryption Day, IGF, and regional participation of youth ambassadors.
Discussion ensued with trustees asking about the Philippine chapter, the United States Agency for International Development (USAID) and ISOC Memorandum of Understanding, Internet Shutdowns report and Pulse work. Trustees also discussed and shared ideas about how to engage with the community.
6. Presentation of the 2024 Action Plan – Sally Wentworth
Ms. Wentworth presented on the 2024 Action plan.
In 2024, the ISOC will:
- Advocate to defend the Internet
- Build the Internet and improve its resilience
- Scale impact through mobilization and capacity building
- Sustain the health of our organization and programs
She reported that ISOC will work on the following projects: Defending the Internet in the United Nations, Guiding Constructive Internet Policy, Extending Encryption, Countering Emerging Threats, Amicus Program, and Network and Distributed System Security (NDSS) Symposium. Ms. Wentworth also highlighted the work on the mobilizing a strong community to protect the Internet and developing Internet leaders to protect the Internet. The presentation also addressed how ISOC will secure resources in 2024 and fundraise towards the mission.
Discussion ensued with most trustees asking questions, including how to engage OMAC members and chapters and providing suggestions, including on the work in connection with the Defending the Internet in the United Nations project.
The meeting recessed at 14:32 UTC and resumed in Closed Executive Session at 15:00 UTC where the following topics were addressed.
7. CFO’s Report, Third Quarter Financials – Sae Park
Ms. Park provided ISOC’s third quarter financial results and her report.
8. Presentation of the 2024 Budget – Sae Park
Ms. Park presented a proposed 2024 budget for the Internet Society.
9. Finance Committee Report on the Proposed Budget – Laura Thomson
Ms. Thomson presented the Finance Committee’s report on the proposed budget for ISOC.
10. Review of PIR Budget – Ted Hardie
PIR submitted its 2024 budget to ISOC for consideration.
The meeting then moved to the Open to Observers session at 16:03 UTC.
11. Approval of the Action Plan, Budget, Board Designated Funds, and PIR Budget – Ted Hardie
Resolution 2023-XX: Approve the 2024 Action Plan and Budget
RESOLVED, that the Internet Society Board of Trustees approves the 2024 Action Plan and Budget as presented.
Approved unanimously.
Resolution 2023-XX: Approve Board-Designated Funds for the Internet Society
RESOLVED, that the Board of Trustees approves designating a total of $1,055,000 to be funded by the Connected Giving Foundation as a restricted grant for the Board initiatives as outlined below:
- an additional $100,000 to fund the Internet Society Amicus Program,
- an additional $455,000 to fund the Digital Transformation Initiatives and
- $500,000 to fund the Environmental, Social, and Governance (ESG) Strategy
Approved unanimously.
Resolution 2023-XX: Approve the 2024 Public Interest Registry Budget
RESOLVED, that the Internet Society Board of Trustees hereby approves the 2024 budget of the Public Interest Registry as presented.
Approved unanimously.
Resolution 2023-XX: Approve the Annual Report Form for Minnesota
WHEREAS, ISOC maintains charitable registration status in the state of Minnesota;
WHEREAS, as part of Charitable Organization Annual Report Form, Minnesota statute § 309.52, subd. 3. requires a Board approved resolution approving the contents of the Annual Form, as well as stating the Board is responsible for determining matters of policy, supervising the operations and finances of ISOC, and certifying information supplied in the Annual Form is correct and complete to the best of the Board’s knowledge;
RESOLVED, that the Board approves the contents of the Annual Report Form and all supporting materials, attached hereto as Exhibit A, and does hereby certify that the ISOC Board has assumed, and will continue to assume, responsibility for determining matters of policy, and has supervised, and will continue to supervise, the operations and finances of the organization;
FURTHER RESOLVED, that the ISOC Board further states that the information supplied in the Annual Report Form, and all supporting materials, is true, correct, and complete to the best of our knowledge.
Approved unanimously.
The ISOC Board of Trustees Meeting 176 recessed for the remainder of the day at 16:10 UTC.
Sunday, 12 November 2023
12. Welcome Back – Ted Hardie
Mr. Hardie reopened the meeting in Closed Executive Session on Sunday, 12 November 2023 at 8:08 UTC where the following topics were discussed.
13. Strategy Update – Sally Wentworth
The following was discussed in the session:
- Review of Community Input
- Decisions Based on Input
- Global Challenges
- Strategic Goals
- Communications Plan
The meeting recessed for lunch at 10:35 UTC and resumed in the Open to Observers Session at 12:07 UTC.
14. Committee Reports
The following committees presented their reports:
Nominations
Mr. Leiba reported on behalf of the Nominations Committee that the nominations process is on track with six members of the committee. The call for nominations was issued on 6 November. The Nominations Committee also thanked the Governance Committee for its work on the job description and the memo with desired skills.
Elections
Mr. Kuarsingh reported on behalf of the Elections Committee. While the preliminary work has begun, the committee’s substantive work won’t begin until the Nominations Committee produces the slate in February of 2024.
Audit
Mr. Martínez reported that the Audit Committee met to review the draft 990 and that it was approved for filing.
CEO Succession Planning
Mr. Haberman reported that the committee met to discuss if there is anything the committee needs to do this year. The committee is comfortable with the skills identified for CEO.
Compensation
Mr. Hardie reported that the committee will meet in January of 2024 to conduct its usual business.
Public Interest Registry (PIR) Nominations
Mr. Martínez reported that the committee has been communicating with PIR and is finetuning the dates for the process.
15. Approval of Connected Giving Foundation’s Amended Governing Documents
Resolution 2023-XX: Approval of Connected Giving Foundation’s Amended Governing Documents
WHEREAS, the Board has determined that it is in the best interest of Connected Giving Foundation (the “CGF Foundation”), a Pennsylvania nonprofit corporation of which Internet Society is the sole member, to approve and adopt the Amended and Restated Articles of Incorporation of the CGF Foundation in the form presented to the Board (the “Amended and Restated Articles of Incorporation”); and
WHEREAS, the Board has determined that it is in the best interest of the CGF Foundation to approve and adopt the Amended Bylaws of the CGF Foundation in the form presented to the Board (the “Amended Bylaws”);
NOW, THEREFORE, BE IT:
RESOLVED, that the Board hereby approves each of the Amended and Restated Articles of Incorporation and the Amended Bylaws and authorizes and directs Andrew Sullivan, as the President and CEO of Internet Society to execute a consent on behalf of Internet Society, in its capacity as sole member of the CGF Foundation, to approve such Amended and Restated Articles of Incorporation and the Amended Bylaws and deliver such consent to the CGF Foundation; and
RESOLVED FURTHER, that the Board hereby directs Internet Society to file this Resolution with the minutes of the proceedings of the Board and to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions.
Approved unanimously.
The board meeting adjourned at 12:20 UTC and resumed in the Closed Executive Session where the following was discussed:
16. ISOC Updates to the Relationship with IAB – Ted Hardie
17. Governance – Charles Mok
- Board Matrix
- Board Effectiveness Measures
The board meeting then returned to the Open to Observers Session at 15:15 UTC.
Resolution 2023-XX: Approve Board Engagement and Effectiveness Measures
RESOLVED, that the Internet Society Board of Trustees hereby approves the Board Engagement and Effectiveness Measures as presented by the Governance Committee.
Approved unanimously.
18. Adjournment – Ted Hardie
With no other business, Mr. Hardie adjourned the meeting at 15:17 UTC.
All Board Meeting Minutes