Board Meeting No. 166

18-19 June 2022

Venue
Gaugin Room, Mezzanine Level
The Hague Marriott
The Hague, Netherlands

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.

Saturday, 18 June 2022

Open to Observers Session*

07:00-07:05 UTC
1. Welcome, Apologies and Declaration of Conflicts – T. Hardie (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, the newly elected Chair will assume office and preside over the remainder of the meeting.

*Note: this session will begin in open session but move in and out of closed session during the board officer elections.

07:05-07:25 UTC
2. Annual Election of Board Chair – A. Sullivan (20 mins)
PURPOSE: To elect the Chair of the Internet Society Board of Trustees.

  • Election of the Chair of the Board

07:25-07:45 UTC
3. Annual Election of Other Officers – Board Chair (20 mins)
PURPOSE: To elect other officers of the Internet Society Board of Trustees.

  • Election of the Treasurer
  • Election of Board Secretary

07:45-07:50 UTC
4. Appoint a Liaison to the IETF Nominations Committee – Board Chair (5 mins)

Resolution 2022-XX: Appoint a Liaison to the IETF Nominations Committee
RESOLVED, that the ISOC Board appoints Brian Haberman as ISOC Board Liaison to the IETF Nominations Committee for the 2022-2023 term.

07:50-07:55 UTC
5. Appoint a Trustee of the IETF Trust – Board Chair (5 mins)

Resolution 2022-XX: Appoint a Trustee of the IETF Trust
RESOLVED, that the ISOC Board appoints Victor Kuarsingh as a trustee of the IETF Trust for a term of two years.

07:55-08:05 UTC
6. Annual Appointment of Committee Chairs and Members – Board Chair (10 mins)

Resolution 2022-XX: Appoint chairs and members of committees of the Board
RESOLVED, that the ISOC Board makes the following appointments to committees of the Board for the 2022-2023 term.

Audit Committee
Chair: Luis Martinez
Members: Brian Haberman, Victor Kuarsingh and Sagarika Wickramasekera.

CEO Succession Planning Committee
Chair: Brian Haberman
Members: Ted Hardie, Barry Leiba, Luis Martinez and Robert Pepper.
Non-voting, ex-officio member: Andrew Sullivan

Compensation Committee
Chair: Incoming Board Chair
Members: Brian Haberman, Victor Kuarsingh, Barry Leiba and Robert Pepper.

Elections Committee*
Chair: Luis Martinez
Members: Brian Haberman and Charles Mok.
Non-voting, ex-officio member: Andrew Sullivan 

Executive Committee
Chair: Incoming Board Chair
Members: Incoming Treasurer and Incoming Board Secretary
Non-voting, ex-officio members: Andrew Sullivan

Finance Committee
Chair: Incoming Treasurer
Members: Ted Hardie, Robert Pepper, Jon Peterson and George Sadowsky.
Non-voting, ex-officio member: Andrew Sullivan

Governance Committee
Chair: Charles Mok
Members: Victor Kuarsingh, Barry Leiba, George Sadowsky, Muhammad Shabbir and Sagarika Wickramasekera.
Non-voting, ex-officio member: Andrew Sullivan

Nominations Committee*
Chair: Jon Peterson
Members: Barry Leiba and Sagarika Wickramasekera.

PIR Nominations Committee
Chair: Ted Hardie
Members: Charles Mok, George Sadowsky, Muhammad Shabbir and Laura Thomson.

*Note: Appointment of additional members of the Elections and Nominations committees will occur at a later date.

08:05-08:10 UTC
7. Approve the minutes of the previous Board meeting – Board Chair (5 mins)

PROPOSED RESOLUTION:
Resolution 2022-XX: Approve the minutes of the 165th board meeting
RESOLVED, that the minutes of the 165th meeting of the ISOC Board of Trustees, held by videoconference on 8 June 2022, are approved.

08:10-08:15 UTC
8. Welcome new Chapters – Board Chair (5 mins)

PROPOSED RESOLUTION:
Resolution 2022-XX: Welcome new Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the Interplanetary Chapter of the Internet Society, and the Internet Society Qatar Chapter.

The board is also hereby notified that the US Colorado Chapter, the US Philadelphia Chapter and the Nepal Chapter have recently been de-chartered after unsuccessful rejuvenation efforts.

08:15-08:20 UTC
9. Action items from the 2021-2022 Board – Board Chair (5 mins)
PURPOSE: To accept a summary of agreed Board action items from the 2021-2022 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. At the close of its term, the 2021-2022 board conveys the following list of priorities to the 2022-2023 board:

  • Continue to support the projects and activities approved as part of the Internet Society’s 2022 Action Plan;
  • Consider implementation of policies and procedures to increase board diversity and improve structures of consultation along the lines of those suggested in the recent Open Forums on Governance Reform;
  • Support the evolution of the relationship of the Internet Society and the Internet Society Foundation as a supporting organization.

PROPOSED RESOLUTION:
Resolution 2022-XX: Accept the Summary of Agreed Board Action Items from the 2021-2022 Board of Trustees.
RESOLVED, the ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2021-2022 Board of Trustees

08:20-08:25 UTC
10. Recognition of Outgoing Trustees – Board Chair (5 mins)
PURPOSE: To express appreciation to outgoing Trustees for service to the Board.

PROPOSED RESOLUTION:
Resolution 2022-XX: Recognition of outgoing Trustees
RESOLVED, that the Board thanks Richard Barnes and Paul Ebersman at the conclusion of their terms for their dedication and outstanding service to the Internet Society as members of the Board of Trustees. The Board also thanks Mike Godwin and Maimouna Diop who both resigned earlier in the year.

08:25-08:40 UTC
Break (15 mins)

08:40-10:00 UTC
11. President & CEO Reports – A. Sullivan (1 hour, 20 mins)
PURPOSE:  To receive updates from the CEO and Staff.

No resolution required.

10:00-11:00 UTC
Break for Lunch

Resume in Closed Executive Session

11:00-11:45 UTC
12. CFO Report – S. Park (45 mins)
PURPOSE: To receive a report from the CFO regarding the Internet Society’s 2022 first quarter financial results.
No resolution required.

Move to Open to Observers Session

11:50-12:20 UTC

13. Board meeting dates and locations for 2023 – Board Chair (30 mins)
PURPOSE: Approve dates and locations for board meetings in 2023.

PROPOSED RESOLUTION:
Resolution 2022-XX: Approve dates and locations for 2023 board meetings
RESOLVED, that the board approves the following dates for its meetings in 2023 and, provided that it is safe and practical to meet and travel, the following locations.

Q1 Meeting                                __-__ _______ in __________
Annual General Meeting        __-__ _______ in __________
Retreat                                       __-__ _______ in __________
Q4 Meeting                               __-__ _______ in __________

12:20-12:40 UTC
14. IETF LLC Chair’s Report – J. Livingood (20 mins)
PURPOSE: To receive a report from the Chair of the Internet Engineering Task Force LLC.
No resolution required.

12:40-13:00 UTC
15. Meeting with Local Chapter – R. Brave (20 mins)
PURPOSE: To meet the Chair of the Internet Society Nederland Chapter and learn about matters of interest to his chapter and community.
No resolution required.

13:00-13:20 UTC
Break (20 mins)

13:20-13:40
16. Chapters Advisory Council Steering Committee Chair’s Report – F. Taes & A. Akinbo (20 mins)
PURPOSE: To receive a report from members of the Chapters Advisory Council Steering Committee.
No resolution required.

13:40-14:25 UTC
17. ISOC Policy for Persons with Disabilities – Board Chair (45 mins)
PURPOSE: To discuss an Internet Society policy for persons with disabilities.
No resolution required.

Move to Closed Executive Session

14:25-15:00 UTC
18. Any other business – Board Chair (35 mins)
PURPOSE: To receive and discuss confidential information regarding an ISOC partner.

Recess for day.

Sunday, 19 June 2022

Open to Observers Session

07:00-07:05 UTC
19. Welcome and opening remarks – Board Chair (5 mins)

9:05-08:45 UTC
20. President & CEO Reports – Continued (1 hour, 40 mins)
PURPOSE: To receive updates from the CEO.

08:45-09:00 UTC
Break (15 mins)

09:00-10:00 UTC
21. Any other business – Board Chair (60 mins)

10:00 UTC
21. Adjournment

All Past Board Meetings

No. 166 (18-19 June 2022)