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Board of Trustees Meeting Minutes

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Board Meeting Minutes

Minutes of Board Meeting No. 142

Author: J. Levine
Date: 2018-11-10
Committee: BOT
Document: 2018-11-10
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

9-10 November 2018
Marriott Queens Park Hotel
Bangkok, Thailand

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 (none were scheduled for this meeting).

The meeting opened in Open to Observers Session at 01:50 UTC.

Board members present were:

Walid Al-Saqaf
Richard Barnes
Gonzalo Camarillo
Olga Cavalli
Hans Peter Dittler
John Levine
Glenn McKnight
Désirée Miloshevic
Harish Pillay
Andrew Sullivan
Sean Turner

Robert Pepper joined at 02:09.

Hiroshi Esaki joined on Saturday at 02:05.

1. Welcome, Apologies and Declaration of Conflicts

Désirée recused herself from discussions about PIR.

2. Document resolutions approved by e-vote since board meeting #141

Resolution 2018-40: Approve the minutes of the 141st Board meeting
RESOLVED, that the minutes of the 141st meeting of the Board of Trustees, held in Panama City on June 30-July 1 2018 are approved.

Resolution 2018-41: Appoint the Executive Committee
RESOLVED, that the Board creates an Executive Committee and as appoints as members, Kathy Brown (President & CEO), Sean Turner (Treasurer), John Levine (Secretary) and Gonzalo Camarillo (Chair of the Board) who serves as chair of the committee.

Resolution 2018-42: Create the IETF Administration LLC
WHEREAS, the Internet Society has since its creation supported the Internet Engineering Task Force (the “IETF”), and
WHEREAS, the Internet Society and the IETF desire to more clearly define the relationship between the Internet Society and the IETF,
RESOLVED, that the Internet Society authorizes the creation of IETF Administration LLC (the “LLC””) with the Internet Society as its sole member, and
RESOLVED, that the Internet Society authorizes its CEO to sign the Limited Liability Company Agreement of IETF Administration LLC, as presented, and
RESOLVED, that the Internet Society authorizes its CEO to sign the Transition and Shared Services Agreement between the Internet Society and the LLC as presented, and
RESOLVED, that the Internet Society is hereby authorized to perform all of its obligations under the foregoing agreements, and
RESOLVED, that CEO and the management of the Internet Society are authorized to take such further actions as may be necessary or desirable to carry out the transactions contemplated by and the intent and purposes of the foregoing resolutions.

Resolution 2018-43: Election of President
RESOLVED, that Andrew Sullivan was elected President of the Internet Society by secret ballot. The tally was 12 votes for Andrew, no abstentions.

Resolution 2018-44: Electronic consent agenda
RESOLVED, that the following five resolutions are all approved.

Resolution 2018-45: Approve Governance Committee guidance to the Nominations Committee
RESOLVED, that the ISOC Board of Trustees approves the Governance Committee Guidance, as presented, to the 2018-2019 Nominations Committee.

Resolution 2018-46: Appoint members of the 2018-2019 Elections Committee
RESOLVED, that Hans Peter Dittler, Sean Turner, Sivasubramanian Muthusamy, and Ted Hardie be appointed as members of the 2018-2019 ISOC Elections Committee chaired by Walid Al-Saqaf.

Resolution 2018-47: Approve the Elections calendar
RESOLVED, that the ISOC 2018-2019 ISOC Elections Timetable is approved as presented.

Resolution 2018-48: Appoint members of the 2018-2019 Nominations Committee
RESOLVED, that Désirée Miloshevic, Hiroshi Esaki, John Levine, Robert Pepper, Rob Evans, Beatriz Rodriguez, Chris Wood, and Peter St. Andre be appointed to the 2018-2019 ISOC Nominations Committee, chaired by Glenn McKnight.

Resolution 2018-49: Appoint a member of the IETF LLC
RESOLVED, that Sean Turner is appointed to the board of the IETF LLC for a term of three years.

Resolution 2018-50: Approve records retention policy for board e-mail list archives
RESOLVED, that staff is directed to retain archives of board and board committee e-mail lists according to the ISOC records retention policy for general correspondence.

3. Consent Agenda

Resolution 2018-51: Approve Consent Agenda
RESOLVED, that the following two items are approved:

Moved by Harish, seconded by Hans Peter. Approved, with all 10 present voting in favor.

a/ Amend the charter of the Nominations Committee

Resolution 2018-52: Amend the charter of the Nominations Committee
RESOLVED, that Section III of the charter of the Nominations Committee is amended as follows:

“III. Special Conflict of Interest Rules

The Committee shall include at least two members who are neither Trustees nor officers of the corporation. No Committee members may be elected or selected as Trustees in the year during which they sit on the Committee. Note that those elected or selected to serve as trustees during the year will typically start their new term the following year.”

b/ Appoint a trustee of the IETF Trust

Resolution 2018-53: Appoint a trustee of the IETF Trust
RESOLVED, that John Levine is appointed as a trustee of the IETF Trust for a term of two years.

4. Welcome to Rejuvenated Chapter

Resolution 2018-54: Welcome rejuvenated Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the rejuvenated Colombian Chapter of the Internet Society (ISOC Colombia).

Moved by Gonzalo, seconded by John. Approved by acclamation.

5. Reports from the IETF community

Glenn Deen presented the IETF LLC update.

Robert Pepper joined the meeting at 02:09.

Ted Hardie presented IAB workshops and recent IAB outputs.

Alissa Cooper gave an overview of recent new technical work in the IETF.

6. OMAC Co-Chair’s Report

James Galvin presented the report from the Organization Members’ Advisory Council of the Internet Society.

The meeting recessed at 03:26 and resumed at 03:50.

7. Chapters Advisory Council Steering Committee Report

Sivasubramanian Muthusamy presented the report from the Chapters Advisory Council Steering Committee of the Internet Society.

8. Chapter charter process documents

Raúl Echeberria presented the documents, that record the Board’s receipt and acceptance of documents from staff which define processes for Internet Society chapter formation, rejuvenation and de-chartering.

9. Presentation on the Internet Society’s work in the Middle East

Salam Yamout, Layal Jebran, and Nermine El Saadany presented the report on Internet Society priorities and programs in the Middle East.

The meeting recessed at 05:33 and resumed at 06:35.

10. Update on InterCommunity

James Wood presented the report from staff on plans for the 2018 InterCommunity.

The meeting recessed from 06:55 to 07:12, and resumed in Closed Executive Session.

11. ISOC Nominations Committee update

Glenn presented the update on the Nominations Committee’s progress.

Désirée left the meeting at 07:48.

12. PIR Nominations Committee update

Olga presented the update on the PIR Nominations Committee’s progress.

Désirée rejoined the meeting at 08:02.

13. Board Conflict of Interest policy

Gonzalo led the discussion on the board Conflict of Interest policy.

14. Board travel policy

Gonzalo led the discussion on the board travel policy.

15. Future Open Board Forums

Désirée led the discussion about possible future Open Board Forums.

The meeting recessed from 09:20 to 09:42, and resumed in Closed Executive Session.

16. Discussion of ISOC Records Retention Policy and Board Materials

Désirée led the discussion of the retention policy for board materials.

At 10:20 the board meeting recessed until the next day.

Saturday, 10 November

Hiroshi Esaki joined the meeting, which resumed at 02:05 in Closed Executive Session.

Désirée was recused.

17. PIR Report

Jay Daley, Suzanne Woolf, and Kathy King presented the report on PIR business matters.

The meeting recessed at 03:05 and Glenn left the meeting.

The meeting resumed in Open to Observers Session at 03:19.

18. 2019 Public Interest Registry budget

Resolution 2018-55: Approve the 2019 PIR budget
RESOLVED, that the Board hereby approves the 2019 budget of the Public Interest Registry, as presented.

Moved by Pepper, seconded by Hans-Peter. Approved, with all 10 present voting in favor.

Glenn and Désirée rejoined the meeting at 03:22.

19. Internet Society 2019 Plan

Andrew presented the 2019 ISOC plan.

The meeting recessed at 04:46, and resumed in Closed Executive Session at 04:55.

20. Internet Society 2019 Budget

Andrew and Sandy Spector presented the overview of the 2019 budget.

The board entered Open to Observers Session at 05:42.

21. Finance Committee report on 2019 budget proposal

Sean presented the report of the Finance Committee.

22. Approve the Internet Society 2019 Plan and 2019 Budget

Resolution 2018-56: Approve the Internet Society 2019 Plan and 2019 budget.
RESOLVED, that the Board approves the Internet Society 2019 Plan and 2019 Budget as documented in the 2019 Plan submission.

Moved by Olga, seconded by Pepper.

Approved by roll call vote, 12-0.

Pepper             Yes
Olga               Yes
Harish             Yes
Walid              Yes
John               Yes
Gonzalo            Yes
Sean               Yes
Hans Peter        Yes
Désirée            Yes
Richard            Yes
Hiroshi            Yes
Glenn              Yes

23. Contributions to the IETF LLC

Resolution 2018-57: Approve Contributions to IETF Administration LLC
WHEREAS the Internet Society and IETF Administration LLC (“IETF”) are parties to the Limited Liability Company Agreement of IETF Administration LLC dated as of August 27, 2018 (the “Agreement”); and
WHEREAS Exhibit B of the Agreement provides that the Internet Society would contribute to the IETF an amount of money intended to serve as an operational reserve equal to IETF’s budgeted Net Loss for 2019 (as such term is defined in the Agreement) multiplied times three (the “Operational Reserve Contribution”); and
WHEREAS the IETF has recently approved its budget for 2019; and
WHEREAS based on such budget and the terms of Exhibit B of the Agreement, the amount of the Operational Reserve Contribution is computed to be $13.65 million, and
WHEREAS Internet Society will fund $10.4 million of the Operating Reserve Contribution with Internet Society Foundation funding the balance,
RESOLVED, that the Internet Society’s contribution of the Operational Reserve Contribution is hereby approved, with such funds to be sourced as follows: (i) all of the funds remaining from the $1 million
designated to the IASA 2.0 process pursuant to Resolution 2017-40; and (ii) the balance to be funded from the Internet Society’s general operating reserve; and
FURTHER RESOLVED, that the Internet Society’s obligation to fund the Operational Reserve Contribution are each subject to the prior approval by the Internet Society’s Chief Financial Officer, or such person’s delegate, of an investment policy for the IETF.

Moved by Richard, seconded by Sean.

Approved by roll call vote, 12-0.

Pepper             Yes
Olga                  Yes
Harish              Yes
Walid                Yes
John                  Yes
Gonzalo            Yes
Sean                  Yes
Hans Peter      Yes
Désirée             Yes
Richard            Yes
Hiroshi            Yes
Glenn              Yes

The meeting recessed at 05:46 and resumed at 07:00.

24. PIR Nominations Committee call for nominations and timetable

Resolution 2018-58: Approve the call and timetable for the 2019 PIR Director selection
RESOLVED, that the call for nominations for the 2019 PIR Director selections is approved, as presented, and the following appointment timetable is adopted:

Application period begins: 26 November 2018.
Application period ends: 4 February 2019 at 15:00 UTC.
Slate sent to ISOC Board: 22 February 2019.
Board vote on slate: 4 March 2019.
Announcement of selection: 22 March 2019.

Moved by Olga, seconded by Harish. Approved 11-0 with Désirée abstaining.

25. Any other business

RESOLUTION 2018-59: Records retention policy update
WHEREAS the Society has an overall Internet Society Records Retention and Management Policy,
RESOLVED, that the Board adopts the “Proposed Amendments and Clarifications to ISOC’s Records Retention Policy relating to Board of Trustee Materials” as presented, as part of that policy.

Moved by Sean, seconded by Hiroshi. Approved unanimously.

Glenn suggested an organization review of the board and offered to look into best practices for future board meetings.

The meeting adjourned at 07:07 UTC

________________________

Summary of Resolutions

Resolution 2018-40: Approve the minutes of the 141st Board meeting
RESOLVED, that the minutes of the 141st meeting of the Board of Trustees, held in Panama City on June 30-July 1 2018 are approved.

Resolution 2018-41: Appoint the Executive Committee
RESOLVED, that the Board creates an Executive Committee and as appoints as members, Kathy Brown (President & CEO), Sean Turner (Treasurer), John Levine (Secretary) and Gonzalo Camarillo (Chair of the Board) who serves as chair of the committee.

Resolution 2018-42: Create the IETF Administration LLC
WHEREAS, the Internet Society has since its creation supported the Internet Engineering Task Force (the “IETF”), and
WHEREAS, the Internet Society and the IETF desire to more clearly define the relationship between the Internet Society and the IETF,
RESOLVED, that the Internet Society authorizes the creation of IETF Administration LLC (the “LLC””) with the Internet Society as its sole member, and
RESOLVED, that the Internet Society authorizes its CEO to sign the Limited Liability Company Agreement of IETF Administration LLC, as presented, and
RESOLVED, that the Internet Society authorizes its CEO to sign the Transition and Shared Services Agreement between the Internet Society and the LLC as presented, and
RESOLVED, that the Internet Society is hereby authorized to perform all of its obligations under the foregoing agreements, and
RESOLVED, that CEO and the management of the Internet Society are authorized to take such further actions as may be necessary or desirable to carry out the transactions contemplated by and the intent and purposes of the foregoing resolutions.

Resolution 2018-43: Election of President
RESOLVED, that Andrew Sullivan was elected President of the Internet Society by secret ballot. The tally was 12 votes for Andrew, no abstentions.

Resolution 2018-44: Electronic consent agenda
RESOLVED, that the following five resolutions are all approved.

Resolution 2018-45: Approve Governance Committee guidance to the Nominations Committee
RESOLVED, that the ISOC Board of Trustees approves the Governance Committee Guidance, as presented, to the 2018-2019 Nominations Committee.

Resolution 2018-46: Appoint members of the 2018-2019 Elections Committee
RESOLVED, that Hans Peter Dittler, Sean Turner, Sivasubramanian Muthusamy, and Ted Hardie be appointed as members of the 2018-2019 ISOC Elections Committee chaired by Walid Al-Saqaf.

Resolution 2018-47: Approve the Elections calendar
RESOLVED, that the ISOC 2018-2019 ISOC Elections Timetable is approved as presented.

Resolution 2018-48: Appoint members of the 2018-2019 Nominations Committee
RESOLVED, that Désirée Miloshevic, Hiroshi Esaki, John Levine, Robert Pepper, Rob Evans, Beatriz Rodriguez, Chris Wood, and Peter St. Andre be appointed to the 2018-2019 ISOC Nominations Committee, chaired by Glenn McKnight.

Resolution 2018-49: Appoint a member of the IETF LLC
RESOLVED, that Sean Turner is appointed to the board of the IETF LLC for a term of three years.

Resolution 2018-50: Approve records retention policy for board e-mail list archives
RESOLVED, that staff is directed to retain archives of board and board committee e-mail lists according to the ISOC records retention policy for general correspondence.

Resolution 2018-51: Approve Consent Agenda
RESOLVED, that the following two items are approved:

a/ Amend the charter of the Nominations Committee

Resolution 2018-52: Amend the charter of the Nominations Committee
RESOLVED, that Section III of the charter of the Nominations Committee is amended as follows:

“III. Special Conflict of Interest Rules

The Committee shall include at least two members who are neither Trustees nor officers of the corporation. No Committee members may be elected or selected as Trustees in the year during which they sit on the Committee. Note that those elected or selected to serve as trustees during the year will typically start their new term the following year.”

b/ Appoint a trustee of the IETF Trust

Resolution 2018-53: Appoint a trustee of the IETF Trust
RESOLVED, that John Levine is appointed as a trustee of the IETF Trust for a term of two years.

Resolution 2018-54: Welcome rejuvenated Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the rejuvenated Colombian Chapter of the Internet Society (ISOC Colombia).

Resolution 2018-55: Approve the 2019 PIR budget
RESOLVED, that the Board hereby approves the 2019 budget of the Public Interest Registry, as presented.

Resolution 2018-56: Approve the Internet Society 2019 Plan and 2019 budget.
RESOLVED, that the Board approves the Internet Society 2019 Plan and 2019 Budget as documented in the 2019 Plan submission.

Resolution 2018-57: Approve Contributions to IETF Administration LLC
WHEREAS the Internet Society and IETF Administration LLC (“IETF”) are parties to the Limited Liability Company Agreement of IETF Administration LLC dated as of August 27, 2018 (the “Agreement”); and
WHEREAS Exhibit B of the Agreement provides that the Internet Society would contribute to the IETF an amount of money intended to serve as an operational reserve equal to IETF’s budgeted Net Loss for 2019 (as such term is defined in the Agreement) multiplied times three (the “Operational Reserve Contribution”); and
WHEREAS the IETF has recently approved its budget for 2019; and
WHEREAS based on such budget and the terms of Exhibit B of the Agreement, the amount of the Operational Reserve Contribution is computed to be $13.65 million, and
WHEREAS Internet Society will fund $10.4 million of the Operating Reserve Contribution with Internet Society Foundation funding the balance,
RESOLVED, that the Internet Society’s contribution of the Operational Reserve Contribution is hereby approved, with such funds to be sourced as follows: (i) all of the funds remaining from the $1 million
designated to the IASA 2.0 process pursuant to Resolution 2017-40; and (ii) the balance to be funded from the Internet Society’s general operating reserve; and
FURTHER RESOLVED, that the Internet Society’s obligation to fund the Operational Reserve Contribution are each subject to the prior approval by the Internet Society’s Chief Financial Officer, or such person’s delegate, of an investment policy for the IETF.

Resolution 2018-58: Approve the call and timetable for the 2019 PIR Director selection
RESOLVED, that the call for nominations for the 2019 PIR Director selections is approved, as presented, and the following appointment timetable is adopted:

Application period begins: 26 November 2018.
Application period ends: 4 February 2019 at 15:00 UTC.
Slate sent to ISOC Board: 22 February 2019.
Board vote on slate: 4 March 2019.
Announcement of selection: 22 March 2019.

RESOLUTION 2018-59: Records retention policy update
WHEREAS the Society has an overall Internet Society Records Retention and Management Policy,
RESOLVED, that the Board adopts the “Proposed Amendments and Clarifications to ISOC’s Records Retention Policy relating to Board of Trustee Materials” as presented, as part of that policy.