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Board of Trustees Meeting Minutes

Current
Board Meeting Minutes

Minutes of Board Meeting No. 140

Author: J. Levine
Date: 2018-06-15
Committee: BOT
Document: 2018-06-15
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

15 June 2018 by videoconference

Board members present were:

Kathy Brown
Gonzalo Camarillo
Glenn McKnight
John Levine
Harish Pillay
Sean Turner
Hans-Peter Dittler
Désirée Miloshevic

Excused:  Walid Al-Saqaf, Richard Barnes, Olga Cavalli, Hiroshi Esaki, Alice Munyua

Staff members present: Kevin Craemer, Todd Tolbert, Sandy Spector.

Session types:

  • Closed executive session: board members only.
  • Open to observers session: local and remote attendees are welcome to listen in.

Gonzalo opened the meeting at 13:07 UTC in open to observers session.

1. Welcome, Apologies and Declaration of Conflicts – G. Camarillo

2. Document resolutions approved by e-vote – J. Levine
PURPOSE: To enter recent resolutions passed by e-vote into the record, including those passed in August 2017 and inadvertently omitted from the minutes.

Resolution 2017-XX: Designating funds for the IASA 2.0 process
RESOLVED, that the Board designates $1 million for restructuring costs for the IASA 2.0 transition.

Resolution 2017-XX: Approve the minutes of the 137th Board meeting
RESOLVED, that the minutes of the 137th meeting of the Board of Trustees, held in Nairobi (Kenya) on June 3- 4, 2017 are approved.

Resolution 2017-XX: Appoint the PIR Selection Committee
RESOLVED, that the Board creates a PIR Selection Committee, and appoints Harish as chair, and Alice, Glenn, Hans Peter and John as members of the committee.

Resolution 2017-XX: Approve the PIR Selection Committee charter
RESOLVED, that the Board approves the PIR Selection Committee charter as proposed.

Resolution 2017-XX: Appoint the Election Committee
RESOLVED, that the Board creates an Election Committee, and appoints Hiroshi as chair, Hans Peter, and Gihan Dias as members, and Kathy (President) as non-voting ex-officio member.

Resolution 2017-XX: Appoint the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints Richard, Gonzalo, Olga, and Hans- Peter as members of the committee, along with Kathy (President), and Sean (Treasurer) who serves as chair of the committee. The board thanks Desiree for her service on the committee.

Resolution 2018-XX: Approve the minutes of the 139th meeting of the ISOC Board of Trustees
RESOLVED, that the minutes of the 139th meeting of the ISOC Board of Trustees held 24-25 March 2018 in London are approved.

Resolution 2018-XX: Approve the PIR Registry Services Amendments
RESOLVED, that the Board of Trustees approves the proposed Registry Services Agreement, Addendum A, and the Amendment for Data Processing between the Public Interest Registry and Afilias plc.

3. Actionable items for the 2018-2019 Board of Trustees – K. Brown
PURPOSE: Accept and convey actionable items to the 2018-2019 Board of Trustees.

Resolution 2018-XX: Accept and convey actionable items to the 2018-2019 Board of Trustees.
RESOLVED, the 2017-2018 Board of Trustees accepts as accurate the following Summary of Agreed Board Action Items and,

FURTHER RESOLVED that the Board conveys this Summary to the 2018-2019 Board.

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 2017-2018 board conveys the following priorities to the 2018-2019 board:

I. Continue support for the 2018 Internet Society Action Plan,

II. Continue to support and develop the Internet Society Foundation as a vehicle to further the Internet Society’s mission through grant-funded programs,

III. Continue to support the Internet Engineering Task Force in its efforts to create a more independent and sustainable administrative structure.

Moved by Hans-Peter, seconded by Harish.  Approved unanimously.

4. Elections Committee Report – H.P. Dittler for H. Esaki
PURPOSE: Receive the final report of the ISOC Elections Committee

Resolution 2018-XX: Accept the Elections Committee Report.
RESOLVED that the report of the 2018 Elections Committee is accepted.

Moved by Hans-Peter, seconded by Glenn. Approved unanimously.

5. Governance Committee Report – H.P. Dittler
PURPOSE: Receive the report of the ISOC Governance Committee.

Resolution 2018-XX: Accept the Governance Committee Report.
RESOLVED that the report of the Governance Committee is accepted.

Moved by Hans-Peter, seconded by Harish. Approved unanimously.

6. Independent Auditors Report – J. Levine
PURPOSE: Accept the report of the independent auditor.

Resolution 2018-XX: Accept the 2017 Independent Auditors Report.
RESOLVED, that the 2017 Independent Auditors Report is accepted, in reliance on the PIR 2017 Independent Auditors Report as accepted by the PIR Board on May 22, 2018.

Moved by John, seconded by Desiree. Approved unanimously.

7. Audit Committee Report – J. Levine
PURPOSE: Receive the final report of the ISOC Audit Committee.

Resolution 2018-XX: Accept the Audit Committee Report.
RESOLVED that the report of the 2018 Audit Committee is accepted.

Moved by John, seconded by Hans-Peter. Approved unanimously.

8. Finance Committee Report – S. Turner
PURPOSE: Receive the report of the ISOC Finance Committee.

Resolution 2018-XX: Accept the Finance Committee Report.
RESOLVED that the report of the Finance Committee is accepted.

Moved by Sean, seconded by Harish. Approved unanimously.

9. President and CEO Reports – K. Brown
PURPOSE: To receive updates from the CEO

  • Status report on CEO Transition matters
  • Looking ahead

10. Update on Organization Membership 2.0 – T. Tolbert
PURPOSE: Receive a report on member feedback to proposed Organization Membership changes.

11. Adjournment

The meeting adjourned at 14:15.

__________________________

Summary of Resolutions

Resolution 2017-40: Designating funds for the IASA 2.0 process
RESOLVED, that the Board designates $1 million for restructuring costs for the IASA 2.0 transition.

Resolution 2017-41: Approve the minutes of the 137th Board meeting
RESOLVED, that the minutes of the 137th meeting of the Board of Trustees, held in Nairobi (Kenya) on June 3- 4, 2017 are approved.

Resolution 2017-42: Appoint the PIR Selection Committee
RESOLVED, that the Board creates a PIR Selection Committee, and appoints Harish as chair, and Alice, Glenn, Hans Peter and John as members of the committee.

Resolution 2017-43: Approve the PIR Selection Committee charter
RESOLVED, that the Board approves the PIR Selection Committee charter as proposed.

Resolution 2017-44: Appoint the Election Committee
RESOLVED, that the Board creates an Election Committee, and appoints Hiroshi as chair, Hans Peter, and Gihan Dias as members, and Kathy (President) as non-voting ex-officio member.

Resolution 2017-45: Reappoint the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints Richard, Gonzalo, Olga, and Hans- Peter as members of the committee, along with Kathy (President), and Sean (Treasurer) who serves as chair of the committee. The board thanks Desiree for her service on the committee.

Resolution 2018-11: Approve the minutes of the 139th meeting of the ISOC Board of Trustees
RESOLVED, that the minutes of the 139th meeting of the ISOC Board of Trustees held 24-25 March 2018 in London are approved.

Resolution 2018-12: Approve the PIR Registry Services Amendments
RESOLVED, that the Board of Trustees approves the proposed Registry Services Agreement, Addendum A, and the Amendment for Data Processing between the Public Interest Registry and Afilias plc.

Resolution 2018-13: Accept and convey actionable items to the
2018-2019 Board of Trustees. RESOLVED, the 2017-2018 Board of Trustees accepts as accurate the following Summary of Agreed Board Action Items and,

FURTHER RESOLVED that the Board conveys this Summary to the 2018-2019 Board.

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 2017-2018 board conveys the following priorities to the 2018-2019 board:

I. Continue support for the 2018 Internet Society Action Plan,

II. Continue to support and develop the Internet Society Foundation as a vehicle to further the Internet Society’s mission through grant-funded programs,
III. Continue to support the Internet Engineering Task Force in its efforts to create a more independent and sustainable administrative structure.

Resolution 2018-14: Accept the Elections Committee Report.
RESOLVED that the report of the 2018 Elections Committee is accepted.

Resolution 2018-15: Accept the Governance Committee Report.
RESOLVED that the report of the Governance Committee is accepted.

Resolution 2018-16: Accept the 2017 Independent Auditors Report.
RESOLVED, that the 2017 Independent Auditors Report is accepted, in reliance on the PIR 2017 Independent Auditors Report as accepted by the PIR Board on May 22, 2018.

Resolution 2018-17: Accept the Audit Committee Report.
RESOLVED that the report of the 2018 Audit Committee is accepted.

Resolution 2018-18: Accept the Finance Committee Report.
RESOLVED that the report of the Finance Committee is accepted.