Board of Trustees Meeting Minutes

Current
Board Meeting Minutes

Minutes of Board Meeting No. 163

Author: I. Levine
Date:2022-03-27
Committee: BOT
Document: 2022-03-27
Status: Confirmed
Maintainer: I. Levine
Access: Unlimited

INTERNET SOCIETY

26-27 March 2022
Videoconference

Guide to Board of Trustees 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.

There were no open forum sessions scheduled for this meeting.

Board Members Present 
Richard Barnes
Paul Ebersman
Brian Haberman (joined March 27, 2022)
Ted Hardie
Luis Martinez
Robert Pepper
Jon Peterson
Muhammad Shabbir
Laura Thomson
Andrew Sullivan – President and CEO, non-voting

Excused
Maimouna Diop
George Sadowsky

Staff
Sarah Armstrong
Kevin Craemer
Ilona Levine
Sae Park

Guests
Glenn Deen
Hans Peter Dittler

The meeting started in Open to Observers Session on Saturday 26 March 2022 at 15:17 UTC. 

1. Welcome, Apologies and Declaration of Conflicts – T. Hardie
Ted opened the meeting by making a statement about the Ukrainian and Russian conflict:

“It is somewhat unusual to begin one of our meetings with an opening statement by the chair, rather than the usual welcome. These are, however, not usual times, and I believe I would be remiss if I did not address the current situation directly, as it has direct impacts on the Internet, our colleagues, and our way forward.

First, I am humbled by the work of the women and men of Ukraine who have labored to keep their people connected despite savage bombardment and relentless attack. Their success has been remarkable, earning them their government’s recognition as “invisible heroes.” The Internet’s roll of honor has many luminaries, but few deserve their place upon it as much as they do, despite the fact we may never know their names.

Second, my heart goes out to the members of the Internet Society chapter in Ukraine. When they joined the Internet Society community in October of last year, it was with the aim that we would work together to grow, mobilize, and engage our communities to build, promote and defend an Internet for everyone. We understand that their members will necessarily have other priorities now. But I look forward to the day when we can take the work up together again.

Lastly, I feel the need to respond to those who have called for a partition of the Internet in response to the crisis. The Internet society’s guiding principle has for decades been that the Internet is for everyone. In this crisis, the need for that focus has never been more clear. In the run up to the invasion, the Internet shared photographic evidence of the build up and exposed empty promises of de-escalation. After the invasion, it has carried the heart-breaking images of the common people of Ukraine under attack and the stirring images of their response. It has carried the voice of President Zelenskyy across the globe to parliament after parliament, and it has coordinated the work of those helping refugees find shelter, find community, and find each other. From within Russia, it has carried the voices and images of those who have strenuously objected to the actions of their government. The brave actions of Marina Ovsyannikova were carried out on a live TV broadcast, but without the Internet’s ability to amplify the protest, it would have been lost in an instant. Similar actions by those documenting protests and responses have shown the world that many of the people of Russia want no part of war.

Partitioning the Internet closes off that traffic and loses us the opportunity to hear common voices. It is tempting in a moment of crisis to close off anything that you can, as a demonstration that you have done something. But this action empowers those who want the world to act in darkness and feeds the endless hunger of autocracy for control. Simply put, partition hands control to those who want their people to have no independent vision of current events or independent access to other voices. It will not silence governments; it will silence everyone else.

It is tempting as night falls to draw in and huddle in the darkness. But this is a moment for beacons and candlelight, for hearth-fires, and searchlights. We must keep the Internet whole to enable individuals to share with each other. We must enable the Internet for everyone so that the light of humanity and fire of truth can win out over the darkness.

My thanks to Andrew and to the staff who have made “defend the Internet” a core mission of the Society; my thanks to each of our members for their efforts as well. While some have called for the Internet Society to stand as a neutral provider of information, I believe we should be inspired by those unknown colleagues who have kept Ukraine connected; we should defend what we can and rebuild what we must.

We can then hand on this gift to the next generation whole and with the reaffirmed conviction that the Internet is for everyone.”

No conflicts concerning topics on the meeting agenda were declared.

2. Welcome new Chapters, SIGs and Standing Groups – T. Hardie
PURPOSE: To recognize ISOC Chapters, Special Interest Groups, and Standing Groups approved since the last meeting of the Board.

PROPOSED RESOLUTION:
Resolution 2022-06:  Welcome new Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Romania Chapter and the new Internet Society Suriname Chapter.

Moved by Jon and seconded by Luis.  Approved by the Board by acclamation. 

Resolution 2022-07:  Welcome new Special Interest Groups
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Special Interest Groups for Affordable Internet Access, Cybersecurity, Internet for Education, Internet of Things, and Online Safety.

Moved by Laura and seconded by Pepper.  Approved by the Board by acclamation.

Resolution 2022-08:  Welcome new Standing Groups
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Standing Groups for Accessibility, Gender and Youth.

Moved by Muhammad and seconded by Richard.  Approved by the Board by acclamation. 

3. Community Chair Reports – T. Hardie
IETF Trust Chair’s Report – G. Deen
PURPOSE: To receive a report from the Chair of the IETF Trust.

Glenn presented the IETF Trust’s report, including an explanation of the IETF Trust’s purpose and the Trust’s structure.  Glenn raised concerns about the Trust’s insurance and stated reasons why the IETF Trust should not be folded into the IETF Administration LLC.  Glenn discussed the restructuring of the Trust as a separate nonprofit organization and a proposed community consultation.

Jon asked Glenn whether there was consideration given to the location of the new proposed entity and whether keeping it as a US entity is the right move.  Glenn responded that it is the right jurisdiction because of IP laws.  Richard asked about the relationship between ISOC and the Trust. Glenn explained that the Trust is an independent entity.

No resolution required.

4. ISOC Committee Reports – T. Hardie
PIR Nominations Committee Report – R. Barnes
PURPOSE: To receive the final report from the 2021-2022 committee.

Richard presented the report and stated that the committee received a strong pool of candidates and that three candidates were selected and approved. 

PROPOSED RESOLUTION:
Resolution 2022-09:  Accept the PIR Nominations Committee Report
RESOLVED, that the final report of the 2021-2022 PIR Nominations Committee is accepted.

Moved by Richard seconded by Laura, approved unanimously.

Compensation Committee Report – T. Hardie
PURPOSE: To receive the final report from the 2021-2022 committee.

Ted presented the report.

PROPOSED RESOLUTION:
Resolution 2022-10:  Accept the Compensation Committee Report
RESOLVED, that the final report of the 2021-2022 Compensation Committee is accepted.

Moved by Pepper, seconded by Jon, approved unanimously.

CEO Succession Planning Committee Report – T. Hardie
PURPOSE: To receive a report from the 2021-2022 committee.

Ted presented the report.

No resolution required.

3. Community Chair Reports (continued) – T. Hardie
PURPOSE: To recognize and discuss reports received in writing from other Internet Society communities.

No resolution required.

Reports were presented in written format by the Chairs of the IAB, IETF, IETF LLC and Organization Members Advisory Council (OMAC). 

Ted called the Board’s attention to the OMAC report that contained a recommendation to the Board that organization members be invited to provide their views and input on ISOC’s Action Plan 2022 projects.  Ted noted that he believes we do struggle as an organization to bring different stakeholders together and that we should work harder on working together.  Luis agreed and provided a few additional ideas.  Andrew asked if there is an action item to him and the staff about this recommendation.  Ted proposed to hold a meeting between himself, Andrew and the OMAC chairs to discuss their recommendation.  Pepper and Luis stated that their read of the report was a recommendation that OMAC members would like to amplify ISOC’s actions.

Ted called the Board’s attention to the IETF LLC report and noted that they were able to raise $239,550, which would require ISOC’s match.  Ted also pointed out the number of participants in the IETF’s recent hybrid meeting and mentioned that, if remote attendance continues its current trend, it may require a change to the way the IETF collects funds.  Luis expressed a concern about a possible cap on registration waivers, which the IETF offers to increase diversity.  Paul echoed Ted’s concern about IETF registration fee income, saying that many companies have reduced their travel budgets since the pandemic began.

There were no comments or questions about the other Community Reports received.

5. Any Other Business
Ted asked if there was any other business.  Jon and others extended their thanks to Ted for his opening statement.  Pepper also thanked Andrew and ISOC for the statements on Splinternet.

6. Recess for Day
The meeting recessed for the day at 16:17 UTC.

Sunday, 27 March 2022

The meeting resumed in Open to Observers Session at 14:02 UTC

7. Welcome remarks for Day Two – T. Hardie
No conflicts declared.

8.  President and CEO’s Report – A. Sullivan
PURPOSE: To receive a report from the President and CEO regarding the Internet Society’s 2021 Action Plan results.

Andrew presented a report, including status of various projects, such as community networks, IXPs, learning, measuring the Internet, and strengthening the Internet (Internet Way of Networking, encryption, MANRS), how ISOC empowers others to take action (individual membership, chapters, special interest groups, early career fellowships, NDSS symposium), and ISOC’s focus on content development and implementation.  Andrew also reported on ISOC’s efforts to raise funds, including having new sources of income.

Ted asked about ISOC’s Pulse tool, including measurements and metrics used, and a buy-one-get-one scheme for ISOC’s training programs; Richard asked about future plans for Global Encryption Day; Luis and Ted asked about the work ISOC is doing with the chapters; Muhammad provided feedback on the process for SIG elections; and Richard asked about ISOC’s public support funding and how the funds raised would contribute to it. Luis also raised concerns regarding diversity, such as geographical diversity.  Muhammad expressed a concern about participation of organization members.

No resolution required.

9. Governance Reform Working Group Update – H-P Dittler
PURPOSE: To discuss the next steps for the Governance Reform Working Group.

Hans Peter reported that not much progress was made since the last report.  Ted asked about topics for the open forum sessions and Hans Peter responded that the topics should include board diversity and involvement of the community in the decision-making process (consultations).

The Board decided to schedule community open forum sessions in the next few weeks. 

No resolution required.

The Board meeting recessed at 15:37 UTC and at 15:45 UTC resumed in Closed Executive Session.

The following topics were addressed in the Closed Executive Session:

10. CFO’s Report – S. Park
PURPOSE:  To receive a report from the CFO regarding the Internet Society’s 2021 year-end financial results.

No resolution required.

11. Discussion of PIR Report – T. Hardie
PURPOSE: To discuss a report received from the Public Interest Registry.

No resolution required.

12. Any Other Business – T. Hardie
Andrew provided the Board with updates on various business matters.

The meeting resumed in Open to Observers Session at 16:35 UTC.

13. 2022 funding for the Network Startup Resource Center – T. Hardie
PURPOSE:  To consider a motion to approve 2022 funding for the Network Startup Resource Center.

PROPOSED RESOLUTION:
Resolution 2022-11:  Approve 2022 funding for the Network Startup Resource Center
WHEREAS the Network Startup Resource Center (“NSRC”) is a non-profit center operated at the University of Oregon that helps develop national and regional Internet infrastructure for collaborative research, education, and international partnerships; and
WHEREAS both the Internet Society (“ISOC”) and the NSRC share a vision of an open, globally-connected, secure and trustworthy Internet for everyone; and
WHEREAS ISOC and the NSRC have signed a Memorandum of Understanding to provide ISOC grant funding to the University of Oregon Foundation to support the NSRC for a three-year period which began in 2021,
BE IT RESOLVED, that pursuant to the terms of the Memorandum of Understanding, the ISOC Board of Trustees authorizes a gift to the NSRC in the amount of $600,000 to be made in 2022; and
FURTHER RESOLVED, that any officer or trustee of ISOC is authorized for and on behalf of ISOC to do all such acts reasonably required in connection with the foregoing resolution, including the authority to execute and deliver documents on behalf of ISOC.

Moved by Laura, seconded by Brian, approved unanimously.

14. Amendment to the IAB’s charter – T. Hardie
PURPOSE: To consider a motion to approve an amendment to the IAB’s charter.

PROPOSED RESOLUTION:
Resolution 2022-12:  Approve an update to the Charter of the Internet Architecture Board
WHEREAS the Internet Architecture Board (“IAB”) is constituted, in part, as a consultative committee of the Internet Society (ISOC) Board of Trustees; and
WHEREAS the IAB has constituted the RFC Editor Future Development Program in order to foster discussion and consensus on potential changes to the RFC Editor model; and
WHEREAS the results of that program’s deliberation include an update to the Charter of the IAB and an update to the appeals procedures relevant to the IAB; and
WHEREAS the ISOC Board of Trustees has reviewed this update,
RESOLVED, that the ISOC board approves of the update to the Charter of the IAB contained in draft-carpenter-rfced-iab-charter.

Moved by Brian, seconded by Laura, approved unanimously.

15. Any other Business – T. Hardie
None

16. Adjournment of Internet Society Board of Trustees Meeting 163
Meeting adjourned at 16:42 UTC


Summary of Resolutions

The following resolutions were passed by electronic vote prior to the meeting.

Resolution 2022-04: Approve the minutes of the 162nd ISOC Board meeting
WHEREAS the ISOC board has reviewed the minutes of the 162nd board meeting attached hereto as Exhibit A,
RESOLVED, that the minutes of the 162nd meeting of the ISOC Board of Trustees, held by videoconference on January 12, 2022, are approved.

Resolution 2022-05: Appoint members of the PIR Board
RESOLVED, that the ISOC Board of Trustees appoints the following individuals to the Board of Directors of the Public Interest Registry for three-year terms commencing with the PIR Board’s 2022 mid-year meeting:

  • Lena Beck Rørvig
  • Keith Davidson
  • Mike Silber

FURTHER RESOLVED, that the ISOC Board reappoints Jonathon Nevett as a non-voting member of the Board of Directors of the Public Interest Registry for a term ending at the PIR Board’s 2023 mid-year meeting.

The following resolutions were passed during the meeting.

Resolution 2022-06: Welcome new Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Romania Chapter and the new Internet Society Suriname Chapter.

Resolution 2022-07: Welcome new Special Interest Groups
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Special Interest Groups for Affordable Internet Access, Cybersecurity, Internet for Education, Internet of Things, and Online Safety.

Resolution 2022-08: Welcome new Standing Groups
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Standing Groups for Accessibility, Gender and Youth.

Resolution 2022-09: Accept the PIR Nominations Committee Report
RESOLVED, that the final report of the 2021-2022 PIR Nominations Committee is accepted.

Resolution 2022-10: Accept the Compensation Committee Report
RESOLVED, that the final report of the 2021-2022 Compensation Committee is accepted.

Resolution 2022-11: Approve 2022 funding for the Network Startup Resource Center
WHEREAS the Network Startup Resource Center (“NSRC”) is a non-profit center operated at the University of Oregon that helps develop national and regional Internet infrastructure for collaborative research, education, and international partnerships; and
WHEREAS both the Internet Society (“ISOC”) and the NSRC share a vision of an open, globally-connected, secure and trustworthy Internet for everyone; and
WHEREAS ISOC and the NSRC have signed a Memorandum of Understanding to provide ISOC grant funding to the University of Oregon Foundation to support the NSRC for a three-year period which began in 2021,
BE IT RESOLVED, that pursuant to the terms of the Memorandum of Understanding, the ISOC Board of Trustees authorizes a gift to the NSRC in the amount of $600,000 to be made in 2022; and
FURTHER RESOLVED, that any officer or trustee of ISOC is authorized for and on behalf of ISOC to do all such acts reasonably required in connection with the foregoing resolution, including the authority to execute and deliver documents on behalf of ISOC.

Resolution 2022-12: Approve an update to the Charter of the Internet Architecture Board
WHEREAS the Internet Architecture Board (“IAB”) is constituted, in part, as a consultative committee of the Internet Society (ISOC) Board of Trustees; and
WHEREAS the IAB has constituted the RFC Editor Future Development Program in order to foster discussion and consensus on potential changes to the RFC Editor model; and
WHEREAS the results of that program’s deliberation include an update to the Charter of the IAB and an update to the appeals procedures relevant to the IAB; and
WHEREAS the ISOC Board of Trustees has reviewed this update,
RESOLVED, that the ISOC board approves of the update to the Charter of the IAB contained in draft-carpenter-rfced-iab-charter.