Minutes of the Past Board Meetings

Minutes of Board Meeting No. 167

Author: I. Levine
Date: 2022-08-10
Committee: BOT
Document: 2022-08-10
Status: Confirmed
Maintainer: I. Levine
Access: Unlimited
INTERNET SOCIETY
10 August 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

  • Brian Haberman
  • Ted Hardie
  • Barry Leiba
  • Luis Martinez
  • Robert Pepper
  • Jon Peterson
  • Laura Thomson
  • Sagarika Wickramasekera
  • Andrew Sullivan, President and CEO, non-voting

Excused:

  • Victor Kuarsingh
  • Charles Mok
  • George Sadowsky
  • Muhammad Shabbir

Staff:

  • Sarah Armstrong
  • Kevin Craemer
  • Ilona Levine
  • Sae Park

The meeting started in Open to Observers Session at 14:43 UTC.

1. Welcome, Apologies and Declaration of Conflicts – T. Hardie

None declared.

2. Resolution to extend CEO contract – T. Hardie

Resolution 2022-38: Extension of CEO’s Contract
RESOLVED, that the employment contract between the Internet Society and Andrew Sullivan be extended for one year to August 31, 2024, with no other changes to the terms of the current contract.

Pepper moved, Brian seconded. Passed unanimously by roll call vote.

3. Resolution on the scope of responsibilities for specific staff members – T. Hardie

Resolution 2022-39: On the scope of responsibilities for specific staff members
WHEREAS the Internet Society board of 2021-2022 conveyed to this board a recommendation that it support the evolution of the relationship of the Internet Society and the Internet Society Foundation as a supporting organization to the Internet Society, and
WHEREAS that evolution has enlarged the scope of responsibilities for specific staff members, including with respect to their reporting obligations to the board of trustees of the Internet Society (the “Board”), 
BE IT RESOLVED, that Sally Wentworth and Sarah Armstrong shall serve as advisors to the Board and as part of their duties, regularly provide reports to the Board with respect to their activities regarding the affairs of the Internet Society and Internet Society Foundation and shall provide such other reports and advice to the Board as the Board may request from time to time, and 
FURTHER RESOLVED, that Sarah Armstrong shall attend the Internet Society Board meetings as requested by the Board, and 
FURTHER RESOLVED, that Sally Wentworth shall attend the Internet Society Board meetings as requested by the Board, and
FURTHER RESOLVED, that the Board shall invite such other staff members of Internet Society or Internet Society Foundation to Internet Society Board meetings as determined by the Board.

Passed unanimously by roll call vote.

4. Any other business – T. Hardie

None.

5. Adjournment – T. Hardie

Meeting adjourned at 14:48 UTC.

Summary of Resolutions

The following resolution was approved by electronic vote prior to the meeting.

Resolution 2022-36: Approve the minutes of the 166th ISOC Board meeting
WHEREAS the ISOC board has reviewed the minutes of the 166th Board meeting attached
hereto as Exhibits A and B,
RESOLVED, that the minutes of the 166th meeting of the ISOC Board of Trustees held in The Hague, Netherlands, and by videoconference on June 18-19, 2022, are approved.

Resolution 2022-37: Establish a Board Appointed Trustee Selection Committee
WHEREAS the Board desires to increase the diversity of the Board via an exercise of its power
under Article 2, Section 1(d) of the Internet Society By-Laws to appoint a trustee,
BE IT RESOLVED, that the Board establishes a Board Appointed Trustee Selection Committee to search for and recommend an additional trustee for appointment by the Board, and
FURTHER RESOLVED, that the Board appoints Victor Kuarsingh, Barry Leiba, Luis Martinez, Muhammad Shabbir and Laura Thomson to serves as members of the committee.

The following resolutions were approved during the meeting.

Resolution 2022-38: Extension of CEO’s Contract
RESOLVED, that the employment contract between the Internet Society and Andrew Sullivan be extended for one year to August 31, 2024, with no other changes to the terms of the current contract.

Resolution 2022-39: On the scope of responsibilities for specific staff members
WHEREAS the Internet Society board of 2021-2022 conveyed to this board a recommendation that it support the evolution of the relationship of the Internet Society and the Internet Society Foundation as a supporting organization to the Internet Society, and
WHEREAS that evolution has enlarged the scope of responsibilities for specific staff members, including with respect to their reporting obligations to the board of trustees of the Internet Society (the “Board”), 
BE IT RESOLVED, that Sally Wentworth and Sarah Armstrong shall serve as advisors to the Board and as part of their duties, regularly provide reports to the Board with respect to their activities regarding the affairs of the Internet Society and Internet Society Foundation and shall provide such other reports and advice to the Board as the Board may request from time to time, and 
FURTHER RESOLVED, that Sarah Armstrong shall attend the Internet Society Board meetings as requested by the Board, and 
FURTHER RESOLVED, that Sally Wentworth shall attend the Internet Society Board meetings as requested by the Board, and
FURTHER RESOLVED, that the Board shall invite such other staff members of Internet Society or Internet Society Foundation to Internet Society Board meetings as determined by the Board.

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