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Board of Trustees Meetings

Current
Board Meeting

Board Meeting No. 153

Annual General Meeting

1 August 2020
15:45-20:15 UTC 

2 August 2020
14:00-17:15 UTC

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. No open forum sessions are planned for this meeting.

Please note that the Board may invite particular individuals to participate in any session (e.g., as presenters) as needed.

Guidelines for Observers

Agenda

Saturday, 1 August 2020

Video recording of 1 August observer sessions

Open to Observers Session*

15:45 – 15:50 UTC
1. Opening of ISOC Annual General Meeting – A. Sullivan (5 mins)

Per the Procedure for Conducting Election of Officers of the Board, the President will open the meeting and preside over the election of the Chair of the Board. Immediately following the election of Chair of the Board, the elected Chair will assume office and preside over the remainder of the meeting.

*Note: the board will move in and out of closed executive session briefly during the Board Chair and Officer Elections.

15:50 – 16:05 UTC
2. Annual Election of Board Chair – A. Sullivan (15 mins)

PURPOSE: To elect the Chair of the Internet Society Board of Trustees.

16:05 – 16:10 UTC
3. Welcome, Apologies and Declaration of Conflicts – Board Chair (5 mins)

16:10 – 16:30 UTC
4. Annual Election of Other Officers – Board Chair (20 mins)

PURPOSE: To elect other officers of the Internet Society Board of Trustees.

  • Election of the Secretary
  • Election of the Treasurer

16:30 – 16:35 UTC
5. Document resolutions approved by the Board by e-vote since Meeting 152 – Secretary (5 mins)

Resolution 2020-XX: Develop revised fellowship programs
WHEREAS the Internet Society wishes to develop the talents and interest of future leaders to ensure that the Internet is open, globally-connected, trustworthy, and secure; and
WHEREAS the Internet Society staff has prepared a proposal for two Fellowship programs in support of such talent and interest development; and
WHEREAS consultation with the Internet Society community indicated broad general support for those proposals, subject to some adjustments;
NOW THEREFORE BE IT RESOLVED, that the Internet Society staff is directed to begin work on the revised Fellowships programs as previously described, with total expenditures in 2020, including staff costs, not to exceed $300,000, such funds to be redirected from the already-approved budget for 2020 for program spending.

Resolution 2020-XX: Improve individual member engagement
WHEREAS the Internet Society has always included individual members; and
WHEREAS the engagement from Individual Members has been for some years in decline; and
WHEREAS the Internet Society acknowledges the importance of Individual Members; and
WHEREAS the Internet Society staff in 2019 prepared a plan to engage Individual Members in a comprehensive manner;
NOW THEREFORE BE IT RESOLVED that the Internet Society staff is directed to create appropriate strategy, processes, use cases, and pilot systems in order to improve engagement with Individual Members, with total expenditures in 2020, including staff costs, not to exceed $200,000, such funds to be redirected from the already-approved budget for 2020 for program spending.

Resolution 2020-XX: Approve the minutes of the 152nd Board meeting
RESOLVED, that the minutes of the 152nd meeting of the Board of Trustees, held by videoconference on July 2, 2020, are approved.

16:35 – 16:40 UTC
6. Action items from the 2019-2020 Board – Board Chair (5 mins)

PURPOSE: Accept summary of agreed Board action items from the 2019-2020 Board of Trustees.

PROPOSED RESOLUTION:
Resolution 2020-XX: Accept the Summary of Agreed Board Action Items from the 2019-2020 Board of Trustees.
RESOLVED, the ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2019-2020 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 which, based on its knowledge and experience, are crucial for the continued success of the organization. Now at the close of its term, the 2019-2020 Board conveys the following priorities to the 2020-2021 Board:

  • Support the Governance Reform Working Group so that Internet Society communities may provide input to the Board on governance matters;
  • Support the CEO Succession Planning Committee so that the Internet Society has a CEO succession strategy in place at all times;
  • Determine a high-level strategy for revenue diversification for the future of the Internet Society and the Internet Society Foundation; and
  • Continue to support the projects approved as part of the Internet Society’s 2020 Action Plan.

16:40 – 16:45 UTC
7. Recognition of Outgoing Trustees – Board Chair (5 mins)

PURPOSE: Express appreciation to outgoing Trustees for service to the Board.

PROPOSED RESOLUTION:
Resolution 2020-XX: Recognition of outgoing Trustees
RESOLVED, that the Board thanks Hans Peter Dittler, Hiroshi Esaki, Glenn McKnight and Sean Turner for their dedication and outstanding service to the Internet Society as members of the Board of Trustees. The Board also thanks Mieke van Heesewijk, who resigned earlier in the year.

16:45 – 17:00 UTC
Break (15 mins)

17:00-17:10 UTC
8. IAB Chair’s Report – M. Kühlewind (10 mins)

PURPOSE: To receive a report from the Chair of the Internet Architecture Board.
No resolution required.

17:10 – 17:25 UTC
9. IETF Chair’s Report – A. Cooper (15 mins)

PURPOSE: To receive a report from the Chair of the Internet Engineering Task Force.
No resolution required.

17:25 – 17:40 UTC
10. IETF LLC Chair’s Report – J. Livingood (15 mins)

PURPOSE: To receive a report from the Chair of the Internet Engineering Task Force LLC.
No resolution required.

17:40– 17:55 UTC
11. IETF Trust Chair’s Report – G. Deen (15 mins)

PURPOSE: To receive a report from the Chair of the Internet Engineering Task Force Trust.
No resolution required.

17:55-18:10 UTC
12. OMAC Co-Chair’s Report – C. Dahlskjaer (15 mins)

PURPOSE: To receive a report from the Co-Chair of the ISOC Organization Members Advisory Council.
No resolution required.

18:10 – 18:25 UTC
13. ChAC Steering Committee Chair’s Report – E. Diaz (15 mins)

PURPOSE: To receive a report from the Chair of the ISOC Chapters Advisory Council Steering Committee.
No resolution required.

18:30 – 18:45 UTC
Break (15 mins)

18:45 – 19:45 UTC
14President & CEO Reports

PURPOSE: To receive updates from the CEO

  • Report on ISOC Staff Organization – A. Sullivan (30 mins)
  • 2020 Action Plan Report – A. Sullivan (30 mins)

Move to Closed Executive Session

19:45 – 20:15 UTC
15Communications Strategy Update – J. Wood (30 mins)

PURPOSE: To receive a report on Communications strategy from ISOC’s Vice President, Corporate Communications.
No resolution required.

Recess for day.


Sunday, 2 August 2020

Video recording of 2 August observer sessions

Open in Closed Executive Session

14:00 – 14:45 UTC
16. PIR Report – J. Nevett and L. Fuhr (45 Mins)

PURPOSE: To receive a report on business matters from the PIR CEO and Board Chair.
No resolution required.

14:45 – 15:00 UTC
Break (15 mins.)

Resume in Open to Observers Session

15:00 – 15:25 UTC
17President & CEO Reports (continued)

PURPOSE: To receive updates from the CEO
2021 Action Plan and Budget Development Process – R. Abdul Rahim (25 mins)

Move to Closed Executive Session

15:25 – 15:45 UTC
18. Update on Individual Membership Plan – R. Abdul Rahim and J. Dogniez (20 mins)

PURPOSE: To receive an update on the plan for Individual Membership.
No resolution required.

15:45 – 16:15 UTC
19. CFO Report – S. Spector (30 mins)

PURPOSE: To receive a financial update.
No resolution required.

16:15 – 16:30 UTC
Break (15 mins)

Resume in Open to Observers Session

16:30 – 16:35 UTC
20. Appointment of Trustee to the IETF Trust – Board Chair (5 mins)

PURPOSE: Appoint a Trustee to the IETF Trust.

PROPOSED RESOLUTION:
Resolution 2020-XX: Appoint a Trustee to the IETF Trust.
RESOLVED, that the ISOC Board appoints xxx as a Trustee of the IETF Trust for a term of two years.

16:35 – 16:55 UTC
21. Annual Appointment of Committee Chairs and Members – Board Chair (20 mins)

PURPOSE: Appoint chairs and members of committees of the Board
Note: Appointment of some committee members may be undertaken at a future meeting.

PROPOSED RESOLUTIONS:

(i). Appoint the chair and members of the Audit Committee

Resolution 2020-XX: Appoint the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints xxx as chair and xxx, xxx, and xxx as members of the committee.

(ii). Appoint the chair and members of the CEO Succession Planning Committee

Resolution 2020-XX: Appoint the CEO Succession Planning Committee
RESOLVED, that the Board creates a CEO Succession Planning Committee and appoints xxx as chair and xxx, xxx, and xxx as members of the committee. The President serves as a non-voting, ex-officio member of this committee.

(iii). Appoint the chair and members of the Compensation Committee

Resolution 2020-XX: Appoint the Compensation Committee
RESOLVED, that the Board creates a Compensation Committee and appoints xxx, xxx and xxx as members of the committee, along with xxx (Chair of the Board) who serves as chair of the committee.

(iv). Appoint the chair of the Elections Committee

Resolution 2020-XX: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates an Elections Committee and appoints xxx as chair of the committee. The President serves as a non-voting, ex-officio member of this committee.

(v). Appoint the chair and members of the Executive Committee

Resolution 2020-XX: Appoint the Executive Committee
RESOLVED, that the Board creates an Executive Committee and appoints the President, xxx (Treasurer), xxx (Secretary) as members, and xxx (Chair of the Board) who serves as chair of the committee.

(vi). Appoint the chair and members of the Finance Committee

Resolution 2020-XX: Appoint the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints xxx, xxx and xxx as members of the committee, along with the President, and xxx (Treasurer) who serves as chair of the committee.

(vii). Appoint the chair and members of the Governance Committee

Resolution 2020-XX: Appoint the Governance Committee
RESOLVED, that the Board creates a Governance Committee and appoints xxx as chair of the committee, and xxx, xxx and xxx as members. The President serves as a non-voting, ex-officio member of this committee.

(viii). Appoint the chair of the Nominations Committee

Resolution 2020-XX: Appoint the chair of the Nominations Committee
RESOLVED, that the Board creates a Nominations Committee and appoints xxx as chair of the committee.

(ix). Appoint the chair and members of the PIR Nominations Committee

Resolution 2020-XX: Appoint the PIR Nominations Committee
RESOLVED, that the Board creates a PIR Nominations Committee and appoints xxx as chair of the committee and xxx, xxx and xxx as members.

16:55 – 17:00 UTC
22. Board meeting locations and dates for 2021 – Board Chair (5 mins)

PURPOSE: Approve dates and locations for board meetings in 2021.

PROPOSED RESOLUTION:
Resolution 2020-XX: Approve dates and locations for 2021 board meetings
RESOLVED, that the board approves dates and locations as follows for its meetings in 2021.

Q1 Meeting: 26-27 March in Cancun
Annual General Meeting: 31 July-1 August in San Francisco
Retreat: 11-12 September in Washington DC
Q4 Meeting: 13-14 November in Madrid

17:00 – 17:15 UTC
23. Any Other Business – Board Chair (15 mins)

17:15 UTC
24. Adjournment of Annual General Meeting