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Board of Trustees Meeting Minutes

Current
Board Meeting Minutes

Minutes of Board Meeting No. 145

Author: J. Levine
Date: 2019-07-11
Committee: BOT
Document: 2019-07-11
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

11 July 2019
Video conference

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 observer session at 13:05 UTC.

Board members present:

Walid Al-Saqaf
Richard Barnes
Gonzalo Camarillo
Olga Cavalli
Hans Peter Dittler
Hiroshi Esaki
John Levine
Glenn McKnight
Désirée Miloshevic
Harish Pillay
Andrew Sullivan
Sean Turner
Robert Pepper joined the meeting later.

Guests and staff: Kevin Craemer, Mieke. Mike joined the meeting later.

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

2. Document resolutions and elections approved by the Board by e-vote since Meeting 143 – J. Levine

Resolution 2019-10: Approve PIR’s dissolution of Enset
WHEREAS the Public Interest Registry Board of Directors has recently resolved that Enset, its wholly owned registrar, should dissolve as a legal entity and pursue such a dissolution with the Commonwealth of Pennsylvania; and
WHEREAS approval of the Internet Society Board of Trustees is required for the Public Interest Registry to create or dissolve a corporate entity,
RESOLVED, that the Internet Society Board of Trustees hereby approves the dissolution of Enset.

Resolution 2019-11: Amend the PIR bylaws
WHEREAS the boards of the Public Interest Registry and of the Internet Society desire to clarify and simplify ISOC’s rights to approve PIR’s agreements and contracts,
RESOLVED, that the Internet Society Board of Trustees hereby amends the bylaws of the Public Interest Registry by changing Article III, Section 2, paragraph (b) to the following:

“(b) Entering into, materially amending, terminating, assigning, or bringing any legal action (other than emergency relief) with respect to, or waiving any material right with respect to the following agreements or contracts (i) any “Registry Agreement,” allowing Company to serve as the registry operator for any Top-Level Domain, between Company and the Internet Corporation for Assigned Names and Numbers (ICANN); and (ii) any agreement for the provision of back-end registry services necessary for Company to operate the registry for a Top- Level Domain; and”

Election of treasurer
Richard Barnes was elected as ISOC treasurer by secret ballot, to serve until the 2019 AGM.

Resolution 2019-12: Amend the Internet Society Foundation bylaws
WHEREAS the Board of the Internet Society desires to simplify the bylaws of the Internet Society Foundation and better align them with those of the Society,
RESOLVED, that the bylaws of the Internet Society Foundation are amended, as presented.

Resolution 2019-13: Approve the minutes of the 143rd Board meeting
RESOLVED, that the minutes of the 143rd meeting of the Board of Trustees, held in Kobe on March 7-8, 2019 are approved.

Resolution 2019-14: Approve the minutes of the 144th Board meeting
RESOLVED, that the minutes of the 144th meeting of the Board of Trustees, held by videoconference on March 19, 2019 are approved.

Resolution 2019-15: Approve the new PIR registry agreement with ICANN
WHEREAS the Bylaws of the Public Interest Registry (PIR) require any registry agreement between PIR and the Internet Corporation for Assigned Names and Numbers (ICANN) to be approved by the Internet Society (ISOC) Board; and
WHEREAS the PIR Board has done due diligence and believes the new registry agreement for the .org TLD negotiated with ICANN is in the best interests of PIR; and
WHEREAS the PIR Board has requested that the ISOC Board approve the new PIR-ICANN registry agreement,
RESOLVED, that the ISOC Board approves the new PIR-ICANN registry agreement for the .org TLD as presented and previously approved by the PIR Board; and
FURTHER RESOLVED, that the ISOC Board approves PIR’s extension of the current registry agreement with ICANN, if needed, for a period of no more than six months.

Resolution 2019-16: Appoint CFO Sandy Spector as representative of ISOC office in Geneva
WHEREAS the Internet Society (ISOC) is required to appoint a representative of the ISOC branch office in Geneva for the purposes of signing employment letters and other contracts,
RESOLVED, that the ISOC Board of Trustees hereby appoints Chief Financial Officer Sandy Spector as representative of the ISOC branch office in Geneva effective immediately, and wishes to grant her sole power of signature regarding that office.

Resolution 2019-17: Appoint a member of the PIR Board
RESOLVED, that the ISOC Board of Trustees appoints Amitabh Singhal to the Board of Directors of the Public Interest Registry for a term of two years to fill the vacancy left by Suzanne Woolf.

3. Actionable items for the 2019-2020 Board of Trustees – G. Camarillo

Resolution 2019-18: Accept and convey actionable items to the 2019-2020 Board of Trustees.
RESOLVED, the 2018-2019 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 2019-2020 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 2018-2019 board conveys the following priorities to the 2019-2020 board:

  1. Continue support for the 2019 Internet Society Action Plan,
  2. Support the redesign of ISOC Fellowship programs, as presented by staff, including appropriate funding for the redesigned programs in the Internet Society 2020 budget.

Moved by Walid, seconded by Olga, approved unanimously.

4. Recognition of outgoing PIR Board members – G. Camarillo

Resolution 2019-19: Recognition of outgoing PIR Board members
RESOLVED, that the ISOC Board of Trustees extends its gratitude to the following individuals for their service on the Public Interest Registry board of directors:

  • Roberto Gaetano, 2013-2019
  • Tosca Bruno-van Vijfeijken, 2016-2019
  • Suzanne Woolf, 2018-2019

Moved by Gonzalo, seconded by Richard, approved by acclamation.

5. Elections Committee Report – W. Al-Saqaf

Resolution 2019-20: Accept the Elections Committee Report.
RESOLVED, that the report of the 2018-2019 Elections Committee is accepted.

Moved by Hans-Peter, seconded by Olga, approved unanimously.

6. Update the ISOC Procedures for Selecting Trustees – W. Al-Saqaf

Resolution 2019-21: Update the ISOC Procedures for Selecting Trustees
RESOLVED That the current ISOC Procedures for Selecting Trustees be updated as presented.

Moved by Desirée, seconded by Hiroshi, approved unanimously.

7. Governance Committee Report – D. Miloshevic

Resolution 2019-22: Accept the Governance Committee Report.
RESOLVED, that the report of the 2018-2019 Governance Committee is accepted.

Moved by Harish, seconded by Olga, approved unanimously.

8. Compensation Committee Report – G. Camarillo

Resolution 2019-23: Accept the Compensation Committee Report.
RESOLVED, that the report of the 2018-2019 Compensation Committee is accepted.

Moved by Walid, seconded by Sean, approved unanimously.

9. Executive Committee Report – G. Camarillo

Resolution 2019-24: Accept the Executive Committee Report.
RESOLVED, that the report of the 2018-2019 Executive Committee is accepted.

Moved by Gonzalo, seconded by Olga, approved unanimously.

10. Independent Auditors Report – J. Levine

Resolution 2019-25: Accept the 2018 Independent Auditors Report.
RESOLVED, that the 2018 Independent Auditors Report is accepted, in reliance on the PIR 2018 Independent Auditors Report as accepted by the PIR Board on May 14, 2019.

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

11. Audit Committee Report – J. Levine

Resolution 2019-26: Accept the Audit Committee Report.
RESOLVED, that the report of the 2018-2019 Audit Committee is accepted.

Moved by John, seconded by Olga, approved unanimously.

12. Finance Committee Report – R. Barnes

Resolution 2019-27: Accept the Finance Committee Report.
RESOLVED, that the report of the 2018-2019 Finance Committee is accepted.

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

13. Recognition of Sean Turner’s service as Treasurer – R. Barnes

Resolution 2019-28: Recognition of Sean Turner’s service as Treasurer
RESOLVED, that the ISOC Board of Trustees extends its gratitude to Sean Turner for his service to the Internet Society and the Board as Treasurer and Finance Committee Chair from 2015 to 2019.

Moved by Richard, seconded by Desirée, approved by acclamation

14. Any Other Business — G. Camarillo

The meeting adjourned at 14:42 UTC.


Summary of Resolutions

Resolution 2019-10: Approve PIR’s dissolution of Enset
WHEREAS the Public Interest Registry Board of Directors has recently resolved that Enset, its wholly owned registrar, should dissolve as a legal entity and pursue such a dissolution with the Commonwealth of Pennsylvania; and
WHEREAS approval of the Internet Society Board of Trustees is required for the Public Interest Registry to create or dissolve a corporate entity,
RESOLVED, that the Internet Society Board of Trustees hereby approves the dissolution of Enset.

Resolution 2019-11: Amend the PIR bylaws
WHEREAS the boards of the Public Interest Registry and of the Internet Society desire to clarify and simplify ISOC’s rights to approve PIR’s agreements and contracts,
RESOLVED, that the Internet Society Board of Trustees hereby amends the bylaws of the Public Interest Registry by changing Article III, Section 2, paragraph (b) to the following:

“(b) Entering into, materially amending, terminating, assigning, or bringing any legal action (other than emergency relief) with respect to, or waiving any material right with respect to the following agreements or contracts (i) any “Registry Agreement,” allowing Company to serve as the registry operator for any Top-Level Domain, between Company and the Internet Corporation for Assigned Names and Numbers (ICANN); and (ii) any agreement for the provision of back-end registry services necessary for Company to operate the registry for a Top- Level Domain; and”

Resolution 2019-12: Amend the Internet Society Foundation bylaws
WHEREAS the Board of the Internet Society desires to simplify the bylaws of the Internet Society Foundation and better align them with those of the Society,
RESOLVED, that the bylaws of the Internet Society Foundation are amended, as presented.

Resolution 2019-13: Approve the minutes of the 143rd Board meeting
RESOLVED, that the minutes of the 143rd meeting of the Board of Trustees, held in Kobe on March 7-8, 2019 are approved.

Resolution 2019-14: Approve the minutes of the 144th Board meeting
RESOLVED, that the minutes of the 144th meeting of the Board of Trustees, held by videoconference on March 19, 2019 are approved.

Resolution 2019-15: Approve the new PIR registry agreement with ICANN
WHEREAS the Bylaws of the Public Interest Registry (PIR) require any registry agreement between PIR and the Internet Corporation for Assigned Names and Numbers (ICANN) to be approved by the Internet Society (ISOC) Board; and
WHEREAS the PIR Board has done due diligence and believes the new registry agreement for the .org TLD negotiated with ICANN is in the best interests of PIR; and
WHEREAS the PIR Board has requested that the ISOC Board approve the new PIR-ICANN registry agreement,
RESOLVED, that the ISOC Board approves the new PIR-ICANN registry agreement for the .org TLD as presented and previously approved by the PIR Board; and
FURTHER RESOLVED, that the ISOC Board approves PIR’s extension of the current registry agreement with ICANN, if needed, for a period of no more than six months.

Resolution 2019-16: Appoint CFO Sandy Spector as representative of ISOC office in Geneva
WHEREAS the Internet Society (ISOC) is required to appoint a representative of the ISOC branch office in Geneva for the purposes of signing employment letters and other contracts,
RESOLVED, that the ISOC Board of Trustees hereby appoints Chief Financial Officer Sandy Spector as representative of the ISOC branch office in Geneva effective immediately, and wishes to grant her sole power of signature regarding that office.

Resolution 2019-17: Appoint a member of the PIR Board
RESOLVED, that the ISOC Board of Trustees appoints Amitabh Singhal to the Board of Directors of the Public Interest Registry for a term of two years to fill the vacancy left by Suzanne Woolf.

Resolution 2019-18: Accept and convey actionable items to the 2019-2020 Board of Trustees.
RESOLVED, the 2018-2019 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 2019-2020 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 2018-2019 board conveys the following priorities to the 2019-2020 board:

  1. Continue support for the 2019 Internet Society Action Plan,
  2. Support the redesign of ISOC Fellowship programs, as presented by staff, including appropriate funding for the redesigned programs in the Internet Society 2020 budget.

Resolution 2019-19: Recognition of outgoing PIR Board members
RESOLVED, that the ISOC Board of Trustees extends its gratitude to the following individuals for their service on the Public Interest Registry board of directors:

  • Roberto Gaetano, 2013-2019
  • Tosca Bruno-van Vijfeijken, 2016-2019
  • Suzanne Woolf, 2018-2019

Resolution 2019-20: Accept the Elections Committee Report.
RESOLVED, that the report of the 2018-2019 Elections Committee is accepted.

Resolution 2019-21: Update the ISOC Procedures for Selecting Trustees
RESOLVED That the current ISOC Procedures for Selecting Trustees be updated as presented.

Resolution 2019-22: Accept the Governance Committee Report.
RESOLVED, that the report of the 2018-2019 Governance Committee is accepted.

Resolution 2019-23: Accept the Compensation Committee Report.
RESOLVED, that the report of the 2018-2019 Compensation Committee is accepted.

Resolution 2019-24: Accept the Executive Committee Report.
RESOLVED, that the report of the 2018-2019 Executive Committee is accepted.

Resolution 2019-25: Accept the 2018 Independent Auditors Report.
RESOLVED, that the 2018 Independent Auditors Report is accepted, in reliance on the PIR 2018 Independent Auditors Report as accepted by the PIR Board on May 14, 2019.

Resolution 2019-26: Accept the Audit Committee Report.
RESOLVED, that the report of the 2018-2019 Audit Committee is accepted.

Resolution 2019-27: Accept the Finance Committee Report.
RESOLVED, that the report of the 2018-2019 Finance Committee is accepted.

Resolution 2019-28: Recognition of Sean Turner’s service as Treasurer
RESOLVED, that the ISOC Board of Trustees extends its gratitude to Sean Turner for his service to the Internet Society and the Board as Treasurer and Finance Committee Chair from 2015 to 2019.