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Board of Trustees Meeting Minutes

No. 131 (June 14, 2016)
Board Meeting Minutes

Minutes of Board Meeting No. 131

Author: S. Bradner
Date: 2016-6-14
Committee: BOT
Document: 2016-06-14
Status: Confirmed
Maintainer: S. Bradner
Access: Unlimited

INTERNET SOCIETY

131st Meeting of the Board of Trustees of the Internet Society, June 14 2016.

The ISOC Board of Trustees met from 3:02 PM UTC to 5:06 PM UTC on Tuesday, 14 June, 2016 via teleconference.

The following members of the Board of Trustees were present:
Walid Al-Saqaf
Kathy Brown
Gonzalo Camarillo
Narelle Clark
Gihan Dias
Hans Peter Dittler
Hiroshi Esaki
Bob Hinden
John Levine
Jason Livingood
Desiree Miloshevic
Alice Munyua
Sean Turner

Also present:
Scott Bradner (Secretary)
Olga Cavalli, (Trustee-elect)
Kevin Craemer (ISOC Board Liaison)
David Frolio (ISOC General Council)
Konstantinos Komaitis (ISOC Senior Policy Advisor)
Leslie Daigle (IAOC Chair) (for part of the meeting)
Ray Pelletier (IAD) (for part of the meeting)
Jim Galvin (Observer)

Minutes taken by Scott Bradner.

1.  Welcome, Apologies and Declaration of Conflicts
Bob opened the meeting at 3:02 PM UTC. He asked if anyone had any conflicts with the topics on the agenda.

2.  Approve minutes of the 130th meeting of the Board
PURPOSE: Approve the minutes of the 130th meeting of the Board of Trustees.

Sean moved to accept the minutes of the 130th board meeting. Alice seconded the motion, which passed unanimously.

Resolution 2016-24: Approve the minutes of the 130th Board meeting.
RESOLVED that the minutes of the 130th meeting of the Board of Trustees, held April 9-10, 2016 via teleconference, are approved.

3.  Elections Committee Report
PURPOSE: Receive the final report of the ISOC Elections Committee.

Hans Peter moved to accept the Elections Committee report. Sean seconded the motion, which passed unanimously.

Resolution 2016-25: Accept the Elections Committee Report.
RESOLVED that the Report of the 2016 Elections Committee is accepted.

4.  Governance Committee Report
PURPOSE: Receive the report of the ISOC Governance Committee.

Desiree moved to accept the Governance Committee report. Hans Peter seconded the motion, which passed unanimously.

Resolution 2016-26: Accept the Governance Committee Report.
RESOLVED that the Report of the Governance Committee is accepted.

5.  Finance Committee Report
PURPOSE: Receive the report of the ISOC Finance Committee.

Sean moved to accept the Finance Committee report. Alice seconded the motion, which passed unanimously.

Resolution 2016-27: Accept the Finance Committee Report.
RESOLVED that the Report of the Finance Committee is accepted.

6.  Audit Committee Report
PURPOSE: Receive an update from the Audit Committee & accept the report of the independent auditor.

Gihan moved to accept the 2015 Independent Auditors Report.  Narelle seconded the motion, which passed unanimously.

Resolution 2016-28: Accept the 2015 Independent Auditors Report.
RESOLVED, that the 2015 Independent Auditors Report is accepted, in reliance on the PIR 2015 Independent Auditors Report as accepted by the PIR Board on April 7, 2016.

7.  Continuity Fund Reserve Policy
PURPOSE: Adopt a Continuity Fund Reserve Policy and to direct the CFO to add funds.

Sean moved to adopt the Continuity Fund Reserve Policy, a revised target level for reserves, and to direct the ISOC CFO to add funds. John seconded the motion, which passed unanimously by roll-call, except for Gihan who abstained.

Resolution 2016-29: Adopt a Continuity Fund Reserve Policy, a revised target level for reserves, and to direct the CFO to add funds.
WHEREAS the Board of Trustees of the Internet Society previously adopted a $20 million target level of funding for a reserve fund to be used to help ensure the reasonable sustainability of the IETF/IASA and of the Internet Society (the “Continuity Fund”) by Resolution 2012-39; and

WHEREAS ISOC staff, in cooperation and agreement with the Finance Committee of the Board, has recommended a revision of the target level of funding and recommended fully funding the Continuity Fund at the revised target level;

RESOLVED, that the Board adopts a revised target funding level for the Continuity Fund of $16 million;

RESOLVED, that the Board directs ISOC’s CFO to add approximately $1.5 million of unrestricted funds to the Continuity Fund to fully fund it;

RESOLVED, that the purpose of the Continuity Fund adopted in Resolution 2012-39 be maintained such that the Continuity Funds will by a first order of importance cover up to 3 years of IETF/IASA expenses and secondly, be for the funding of ISOC’s expenses; and

FURTHER RESOLVED, that the Continuity Fund Reserve Policy is hereby adopted and approved.

8.  Adoption of Amended By-laws
PURPOSE: Update and adoption of amended by-laws.

Hans Peter moved to adopt the By Laws update. Narelle seconded the motion, which passed unanimously by roll-call.

Resolution 2016-30: Adopt the Amended and Restated By-Laws
RESOLVED, that the Amended and Restated By-Laws, as presented, be adopted by the Board.

9.  Adoption of updated policies and procedures of the Board
PURPOSE: to update Board policies and procedures to make them consistent with the bylaws and current practices.

Sean moved to adopt the update policies and procedures. Gihan seconded the motion, which passed unanimously.

Resolution 2016-31: Adopt updated policies and procedures of the Board.
RESOLVED, that the following updated policies and procedures are adopted as presented.

  • Procedure for Conducting Electronic Votes
  • Procedure for Conducting Election of Officers of the Board
  • Procedure for Mailing Lists
  • Procedure for the Conduct of Meetings

10. Accept updated Fiduciary Obligations of Trustees
PURPOSE: to recognize changes to governing statutes in the District of Columbia (DC), where ISOC is incorporated.

John moved to accept the updated Fiduciary Obligations of Trustees. Hiroshi seconded the motion, which passed unanimously.

Resolution 2016-32: Accept the updated Fiduciary Obligations of Trustees.
RESOLVED, that the updated Fiduciary Obligations of Trustees are accepted as presented and amended on the call.

11. Actionable items for the 2016-2017 Board of Trustees
PURPOSE: Accept and convey actionable items for the 2016-2017 Board of Trustees.

Walid moved to accept and convey actionable items for the 2016-2017 board. Hans Peter seconded the motion, which passed unanimously.

Resolution 2016-33: Accept and convey actionable items for the 2016-2017 Board of Trustees.
RESOLVED, The Board of Trustees accepts as accurate the following Summary of Agreed Board Actionable Items

FURTHER RESOLVED that the Board of Trustees conveys this Summary of Agreed Board Actionable Items to the 2016-2017 Board of Trustees.

Summary of Agreed Board Action Items:

At a planning retreat held in January 2014, the Internet Society Board of Trustees decided that:

1.) ISOC exists to advance the deployment and evolution of a global, open and trusted Internet available to everyone on the earth;
2.) ISOC is a global, trusted, authoritative leader that gets things done; and
3.) ISOC should focus on three strategic priorities:

I. Maintain and strengthen multi-stakeholder processes for advancing global and local Internet Governance;
II. Advance core infrastructure and evolution of Internet technology; and
III. Promote the robustness and resiliency of Internet security through technical standards and deployment.

The Board’s decisions and priorities set the Internet Society on a refocused path to meet challenges facing the Internet and ISOC in the years ahead. Staff presented the Board with a revised 2014 work plan and subsequent annual Action Plans and budgets based on these priorities.

The 2013-2014 and 2014-2015 Boards considered these priorities crucial to the continued success of the Internet Society and resolved to convey them in a Summary of Board Action Items to successive Boards. Now at the close of its own term, the 2015-2016 Board also wishes to convey these decisions and priorities to the 2016-2017 Board, as well as the following additional recommendations:

I. Continue support for the 2016 Internet Society Action Plan, including its further refined strategic and operational objectives;
II. Continue support for recent Board-approved initiatives in the areas of ISOC technology improvements, positioning and branding, website redesign and curation, and Beyond the Net grants; and,
III. Continue efforts to build the corpus of the IETF Endowment to ensure long-term, sustainable funding for the development, evolution, and use of open Internet protocols.

12. President and CEO Reports
PURPOSE: Q1 Financial review and interim financial progress

Greg Kapfer provided, and the Board discussed, an overview of the first quarter financials.

Kathy proposed, and the Board discussed, a mechanism to support remote trustee participation in the secret ballot officer voting process during the upcoming AGM in Cancun because Sean will be attending remotely. She proposed that Sean send his vote to David Frolio (ISOC General Council) who would then write out a ballot and provide it to one of the ballot counters. The Board agreed that the staff will propose a electronic voting mechanism to be used in future officer elections for consideration by the Board.

13. Proposal to establish Board Advisory Committee
PURPOSE: To consider a proposal and charter for a Board Advisory Committee.

Bob noted that Dave Farber was working on a proposal for an emeritus trustee advisory committee.

14. AOB

The meeting moved to executive session at 4:12 PM

15. Update on IANA Transition
PURPOSE: Receive a status report on IANA transition.

Konstantinos Komaitis (ISOC Senior Policy Advisor) and Kathy provided an update on the status of the IANA transition.

16. IAOC Chair’s Report
PURPOSE: Review strategic developments and key directions.

Leslie Daigle (IAOC Chair) provided, and the Board discussed, IAOC strategic developments and key directions.

17. IETF Endowment Update
PURPOSE: Update on the IETF Endowment.

Kathy and Sean provided an update on the status of the IETF Endowment.

18. ISOC staff transition

Kathy discussed ISOC staff transition.

19. Thanks to Jason

Bob thanked Jason for his service. Gihan and other board members thanked the outgoing board members and Secretary.

Adjournment

Sean moved to adjourn. Narelle seconded the motion. There being no objection, the meeting was adjourned at 5:06 PM.

————————————-

Summary of Resolutions

Resolution 2016-24: Approve the minutes of the 130th Board meeting
RESOLVED that the minutes of the 130th meeting of the Board of Trustees, held April 9-10, 2016 via teleconference, are approved.

Resolution 2016-25: Accept the Elections Committee Report
RESOLVED that the Report of the 2016 Elections Committee is accepted.

Resolution 2016-26: Accept the Governance Committee Report
RESOLVED that the Report of the Governance Committee is accepted.

Resolution 2016-27: Accept the Finance Committee Report
RESOLVED that the Report of the Finance Committee is accepted.

Resolution 2016-28: Accept the 2015 Independent Auditors Report
RESOLVED, that the 2015 Independent Auditors Report is accepted, in reliance on the PIR 2015 Independent Auditors Report as accepted by the PIR Board on April 7, 2016.

Resolution 2016-29: Adopt a Continuity Fund Reserve Policy, a revised target level for reserves, and to direct the CFO to add funds
WHEREAS the Board of Trustees of the Internet Society previously adopted a $20 million target level of funding for a reserve fund to be used to help ensure the reasonable sustainability of the IETF/IASA and of the Internet Society (the “Continuity Fund”) by Resolution 2012-39; and

WHEREAS ISOC staff, in cooperation and agreement with the Finance Committee of the Board, has recommended a revision of the target level of funding and recommended fully funding the Continuity Fund at the revised target level;

RESOLVED, that the Board adopts a revised target funding level for the Continuity Fund of $16 million;

RESOLVED, that the Board directs ISOC’s CFO to add approximately $1.5 million of unrestricted funds to the Continuity Fund to fully fund it;

RESOLVED, that the purpose of the Continuity Fund adopted in Resolution 2012-39 be maintained such that the Continuity Funds will by a first order of importance cover up to 3 years of IETF/IASA expenses and secondly, be for the funding of ISOC’s expenses; and

FURTHER RESOLVED, that the Continuity Fund Reserve Policy is hereby adopted and approved.

Resolution 2016-30: Adopt the Amended and Restated By-Laws
RESOLVED, that the Amended and Restated By-Laws, as presented, be adopted by the Board.

Resolution 2016-31: Adopt updated policies and procedures of the Board
RESOLVED, that the following updated policies and procedures are adopted as presented.

Procedure for Conducting Electronic Votes
Procedure for Conducting Election of Officers of the Board
Procedure for Mailing Lists
Procedure for the Conduct of Meetings

Resolution 2016-32: Accept the updated Fiduciary Obligations of Trustees
RESOLVED, that the updated Fiduciary Obligations of Trustees are accepted as presented.

Resolution 2016-33: Accept and convey actionable items for the 2016-2017 Board of Trustees
RESOLVED, The Board of Trustees accepts as accurate the following Summary of Agreed Board Actionable Items

FURTHER RESOLVED that the Board of Trustees conveys this Summary of Agreed Board Actionable Items to the 2016-2017 Board of Trustees.

Summary of Agreed Board Action Items:

At a planning retreat held in January 2014, the Internet Society Board of Trustees decided that:

1.) ISOC exists to advance the deployment and evolution of a global, open and trusted Internet available to everyone on the earth;

2.) ISOC is a global, trusted, authoritative leader that gets things done; and

3.) ISOC should focus on three strategic priorities:

I. Maintain and strengthen multi-stakeholder processes for advancing global and local Internet Governance;
II. Advance core infrastructure and evolution of Internet technology; and
III. Promote the robustness and resiliency of Internet security through technical standards and deployment.

The Board’s decisions and priorities set the Internet Society on a refocused path to meet challenges facing the Internet and ISOC in the years ahead. Staff presented the Board with a revised 2014 work plan and subsequent annual Action Plans and budgets based on these priorities.

The 2013-2014 and 2014-2015 Boards considered these priorities crucial to the continued success of the Internet Society and resolved to convey them in a Summary of Board Action Items to successive Boards. Now at the close of its own term, the 2015-2016 Board also wishes to convey these decisions and priorities to the 2016-2017 Board, as well as the following additional recommendations:

I. Continue support for the 2016 Internet Society Action Plan, including its further refined strategic and operational objectives;
II. Continue support for recent Board-approved initiatives in the areas of ISOC technology improvements, positioning and branding, website redesign and curation, and Beyond the Net grants; and,
III. Continue efforts to build the corpus of the IETF Endowment to ensure long-term, sustainable funding for the development, evolution, and use of open Internet protocols.