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Board of Trustees Meeting Minutes

No. 108 (December 12, 2013)
Board Meeting Minutes

Minutes of Board Meeting No. 108

Author: S. Bradner
Date: 2013-12-12
Committee: BOT
Document: 13-108
Status: Unconfirmed
Maintainer: S. Bradner
Access: board-only

INTERNET SOCIETY

108th Meeting of the Board of Trustees of the Internet Society, November 11, 2013.

The ISOC Board of Trustees met from 8:53 PM to 9:04 PM UTC on Thursday, December 12th via teleconference.

The following members of the Board of Trustees were present:

  • Alain Aina
  • Eric Burger
  • Narelle Clark
  • Keith Davidson
  • Raul Echeberria
  • Dave Farber
  • Bob Hinden
  • Jason Livingood
  • Desiree Miloshevic
  • Theresa Swinehart
  • Bert Wijnen

Apologies were received from Lynn St.Amour and Rudi Vansnick.

Also present:

  • Scott Bradner (Secretary)
  • ISOC staff

Minutes taken by Scott Bradner.

1. Welcome, Declaration of Conflicts
Bob called the meeting to order at 8:53 PM UTC.  He asked if anyone had any conflicts with any of the upcoming agenda topics.  No one indicated any conflicts.

2. Approve contract for new CEO

Dave moved to approve the CEO contract.  Keith seconded the motion.

Jason noted that ISOC had retained Towers Watson to perform a survey of CEO salaries comparable nonprofit organizations.  He said that the Trustees had reviewed the competitive data provided by Towers Watson, and concluded that the compensation in the offer of employment to Kathryn Brown is supported by this competitive data.

A role call vote was taken.  The motion passed unanimously, except for Desiree and Bert who abstained and Eric who voted no.

Resolution 13-50: Approve a CEO contract

RESOLVED that the Board approves the proposed contract with Kathryn C. Brown to be the Internet Society Chief Executive Officer.

3. Appoint an ISOC President

Keith moved to appoint Kathryn C Brown as ISOC President, Dave seconded the motion, which passed unanimously.

Resolution 13-51: Appointing an ISOC President

RESOLVED that Kathryn C Brown is appointed President of the Internet Society, the appointment taking effect at the end of the term of Lynn St.Amour as President and continuing through the end of the next Annual General Meeting of the Internet Society Board.

Jason moved to adjourn. Theresa seconded the motion.  There being no objection, the meeting was adjourned at 9:04 PM UTC.

Summary of motions:

———————————————————-

Resolution 13-50: Approve a CEO contract

RESOLVED that the Board approves the proposed contract with Kathryn C. Brown to be the Internet Society Chief Executive Officer.

Resolution 13-51: Appointing an ISOC President

RESOLVED that Kathryn C Brown is appointed President of the Internet Society, the appointment taking effect at the end of the term of Lynn St.Amour as President and continuing through the end of the next Annual General Meeting of the Internet Society Board.