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Board of Trustees Meeting Minutes

No. 132 (June 18-19, 2016)
Board Meeting Minutes

Minutes of Board Meeting No. 132

Author: J. Levine
Date: 2016-06-19
Committee: BOT
Document: 2016-06-18
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

132nd Meeting of the Board of Trustees of the Internet Society, June 18-19, 2016, held in Cancun, Mexico.

Minutes taken by John Levine.

1.  Opening of ISOC Annual General Meeting
Kathy opened the meeting at 14:00 (all times UTC.)  All board members were present.

Walid Al-Saqaf
Richard Barnes
Kathy Brown
Gonzalo Camarillo
Olga Cavalli
Gihan Dias
Hans Peter Dittler
Hiroshi Esaki
John Levine
Desiree Miloshevic
Alice Munyua
Harish Pillay
Sean Turner (via teleconference)

Also present:
Bob Hinden (emeritus), Narelle Clark (emeritus), Scott Bradner, David Frolio, Kevin Craemer, James Wood, Joly McFie (remote), Jim Galvin (remote), and other staff guests.

2.  Annual Election of Board Chair – K. Brown
PURPOSE: Elect the Chair of the Board of the ISOC Board of Trustees

Chair candidates were Gonzalo Camarillo, Hans-Peter Dittler, Sean Turner.

Gonzalo was elected by a 7-4-1 vote, and took the chair.

The board expressed their congratulations and discussed their hopes for the Society for the coming year.

3.  Welcome, Apologies and Declaration of Conflicts – G. Camarillo
Desiree recused herself from discussions of PIR.

4.  Annual Election of Other Officers – G. Camarillo
PURPOSE: Elect the other officers of the ISOC Board of Trustees:

Election of the President
Kathy was elected unanimously.

Election of the Secretary
John was elected unanimously.

Election of the Treasurer
The candidates were Gihan and Sean.
Sean was elected, 11-1.

The meeting recessed from 14:46 to 15:02.

5.  Approve the minutes of the 131st meeting of the Board of Trustees, held 14 June 2016 via videoconference – G. Camarillo

Resolution 2016-34: Approval of the Minutes of Board Meeting 131
RESOLVED, that the minutes of Meeting 131 of Internet Society Board of Trustees held by teleconference June 14, 2016 are approved as amended.

(Change role call to roll-call.)

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

6.  Appointment of a member of the IETF Administrative Oversight Committee (IAOC) – G. Camarillo

Resolution 2016-35: Appoint a member of the IAOC.
RESOLVED, that the ISOC Board appoints John Levine as a member of the IETF Administrative Oversight Committee for a term, commencing on 20 June, 2016 and concluding in March, 2018.

Moved by Desiree, seconded by Walid, approved unanimously.

7.  Appointment of the ISOC Board Liaison to IETF Nominations Committee – G. Camarillo

Resolution 2016-36: Appoint a liaison to the IETF nominations committee.
RESOLVED, that the ISOC Board appoints Richard Barnes as ISOC Board Liaison to the IETF nominations Committee for the 2016-2017 term.

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

8.  Action items from the 2015-2016 Board – G. Camarillo

Resolution 2016-37: Accept the Summary of Agreed Board Action Items from the 2015-2016 Board of Trustees.
RESOLVED: The ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2015-2016 Board of Trustees.

Moved by Olga, seconded by Walid, approved unanimously.

9.  Recognition of Outgoing Trustees – G. Camarillo

Resolution 2016-38: Recognition of outgoing Trustees
RESOLVED, that the board thanks outgoing Board of Trustees members Bob Hinden (2010-2016), Narelle Clark (2010-2016), and Jason Livingood (2011-2016) for their dedication and outstanding service to the Internet Society.

Moved by Gihan, seconded by Sean, approved by acclamation.

10. Recognition of Outgoing Secretary – G. Camarillo

Resolution 2016-39: Recognition of outgoing Secretary
RESOLVED, that the board thanks outgoing Secretary Scott Bradner, for his dedication and outstanding service to the Internet Society not only as Secretary (2003-2016), but also as a Trustee (1993-1999) and Vice President for Standards (1995-2003).

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

11. IETF Chair’s Report – J. Arkko
The board received the IETF Chair’s report.

12. IAB Chair’s Report – T. Hardie for A. Sullivan
The board received the IAB Chair’s report.

The meeting recessed for lunch at 17:12.

The meeting resumed at 18:01 and moved to Executive Session.

Desiree was excused.
 
13. PIR Organization Reviews – M. Botterman and B. Cute
The board received a report from PIR including a high level update on key developments and 2016 business results to date, and a review of the 3-year high-level budget outlook and advice.

The board resumed open session at 19:16.

14. Board Committees and Charters – G. Camarillo
The board reviewed the committees and charters.

15. Review of 2016-2017 Board meeting dates – G. Camarillo
The board reviewed the meeting schedules for 2016 and 2017.

16. Review of plans for July Board retreat – G. Camarillo
The board reviewed the preliminary plans for the July Board retreat in Berlin.

17. Welcome the ISOC Chile chapter
Resolution of welcome to ISOC Chile.

Resolution 2016-40: Welcome new chapter.
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Chile Chapter, which was chartered and approved since the last Board meeting.

Moved by Alice, seconded by Gihan, approved by acclamation.

The meeting recessed at 20:05 and resumed at 20:25.

18. Chapter Advisory Council Update – A. Doria
The board received the report from the Chapter Advisory Council.

19. President & CEO Reports – K. Brown & Senior Staff
(c) Update on InterCommunity 2016
Nicole Armstrong presented the current plans for the event.

The meeting recessed at 21:18 and resumed at 21:30.

20. ISOC Board Open Forum – G. Camarillo
NOTE: The Forums were recorded (audio and video) and available for playback from a Link at the ISOC website.

Joly McFie spoke about the InterCommunity plans, expressed thanks for the work of several staff members.

The meeting recessed at 22:00.

The meeting resumed on Sunday, June 19.

The chair reopened the meeting at 14:00 in Executive Session.

21. IETF Trust Chair’s Report – T. Gondrom
The board received the Trust Chair’s report which reviewed strategic developments and key directions.

The board discussed the structure of the upcoming open forum.

The meeting recessed at 14:27, and resumed in open session at 14:31.

22. ISOC Board Open Forum – G. Camarillo
NOTE: The Forums were recorded (audio and video) and available for playback from a Link at the ISOC website.

The board and staff discussed plans for the ITAC sessions at the upcoming OECD meeting.

Glen McKnight asked about ISOC’s plans to form a culture of accessibility, such as captioning of videos and other changes.  He also discussed possible interactions with the IEEE Smart Villages committee.

23. President & CEO Reports (continued) – K. Brown & Senior Staff
(a) Update on Branding and Website Redesign – James Wood
(b) Policy Briefings on Internet Governance & Collaborative Security – Constance Bommelaer, Christine Runnegar, Olaf Kolkman

The meeting recessed at 16:25 and resumed at 16:42.

(d) Update on Internet Hall of Fame – Ayesha Hassan
(e) Update on Membership Assessment Project – Ayesha Hassan
(f) Chief Administrative Officer’s Update – Todd Tolbert
(g) Update on Scenarios Project – Kathy Brown

The meeting recessed for lunch at 17:42 and resumed in executive session at 18:26.  It resumed open session at 19:17.

24. Contribution to IETF Endowment – G. Camarillo

Resolution 2016-41: Approve ISOC’s pledge to support the Endowment for the Sustainability of the IETF (the “IETF Endowment”), and move funds to the IETF Endowment account concurrent with contributions from other key parties in the Internet community.

WHEREAS, having received positive expression of intent to provide funding to the IETF Endowment from other key parties in the Internet community; and

WHEREAS, the Board of Trustees of the Internet Society wishes to make a similar commitment to the IETF Endowment,

RESOLVED, that concurrent with the pledge of other key parties supporting the IETF Endowment, the Board approves the movement of US$ one million of its unrestricted assets to be included with the permanently restricted funds of the IETF Endowment, subject to the terms and directives of the Endowment Policy as adopted by ISOC’s Board on 29 May 2012 and amended on 20 April 2015.

Moved by Hans Peter, seconded by Desiree, approved unanimously by roll-call vote.

25. Annual Appointment of Committee Chairs and Members – G. Camarillo

(i). Appoint the Executive Committee

Resolution 2016-42: Appoint the Executive Committee
RESOLVED, that the Board creates an Executive Committee and appoints Alice, Desiree, and Hans Peter as members of the Executive Committee, along with Kathy Brown (President & CEO), Sean (Treasurer), John (Secretary) and Gonzalo (Chair of the Board) who serves as chair of the committee.

Moved by Richard, seconded by Alice, approved unanimously.

(ii). Appoint the chair and members of the Audit Committee

Resolution 2016-43: Appoint the chair of the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints John as chair and Walid, Olga, and Harish as members of the committee.

Moved by Walid, seconded by Harish, approved unanimously.

(iii). Appoint the Finance Committee

Resolution 2016-44: Appoint the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints Richard, Gonzalo, Gihan, Hans Peter, and Hiroshi as members of the committee, along with Kathy Brown (President), and Sean (Treasurer) who serves as chair of the committee.

Moved by Gihan, seconded by Hans Peter, approved unanimously.

(iv). Appoint the Compensation Committee

Resolution 2016-45: Appoint the Compensation Committee
RESOLVED, that the Board creates a Compensation Committee and appoints Hiroshi, John, Desiree and, Sean as members of the committee, along with Gonzalo (Chair of the Board) who serves as chair of the committee.

Moved by Olga, seconded by Harish, approved unanimously.

(v). Appoint the chair of the Nominations Committee

Resolution 2016-46: Appoint the chair of the Nominations Committee
RESOLVED, that the Board creates a Nominations Committee and appoints Alice as chair of the committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.

Moved by Olga, seconded by Richard, approved unanimously.

(vi). Appoint the chair of the Elections Committee

Resolution 2016-47: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates an Elections Committee and appoints Harish as chair of the committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.

Moved by Alice, seconded by Olga, approved unanimously

(vii). Appoint the chair and members of the Governance Committee

Resolution 2016-48: Appoint the chair and members of the Governance Committee
RESOLVED, that the Board creates a Governance Committee and appoints Walid as chair of the committee, and Olga, Gihan, Desiree, Hans Peter, and Alice as members. Kathy Brown (President) serves as a nonvoting, ex-officio member of this committee.

Moved by Hiroshi, seconded by Desiree, approved unanimously.

The meeting recessed at 19:34 and resumed at 19:45.

26. Report by the Mexico Chapter of the Internet Society – A. Pisanty
The board received the Mexico Chapter report.

27. Organization Members Advisory Council Update – S. Mansfield
The board received the OMAC report.

28. AOB

The public meeting ended at 20:29 and the board entered executive session.

Board Only Session

Board and CEO Session

The meeting was adjourned at 22:06.

Summary of Resolutions

Resolution 2016-34: Approval of the Minutes of Board Meeting 131
RESOLVED, that the minutes of Meeting 131 of Internet Society Board of Trustees held by teleconference June 14, 2016 are approved as amended.

(Change role call to roll-call.)

Resolution 2016-35: Appoint a member of the IAOC
RESOLVED, that the ISOC Board appoints John Levine as a member of the IETF Administrative Oversight Committee for a term, commencing on 20 June, 2016 and concluding in March, 2018.

Resolution 2016-36: Appoint a liaison to the IETF nominations committee
RESOLVED, that the ISOC Board appoints Richard Barnes as ISOC Board Liaison to the IETF nominations Committee for the 2016-2017 term.

Resolution 2016-37: Accept the Summary of Agreed Board Action Items from the 20152016 Board of Trustees
RESOLVED: The ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2015-2016 Board of Trustees.

Resolution 2016-38: Recognition of outgoing Trustees
RESOLVED, that the board thanks outgoing Board of Trustees members Bob Hinden (2010-2016), Narelle Clark (2010-2016), and Jason Livingood (2011-2016) for their dedication and outstanding service to the Internet Society.

Resolution 2016-39: Recognition of outgoing Secretary
RESOLVED, that the board thanks outgoing Secretary Scott Bradner, for his dedication and outstanding service to the Internet Society not only as Secretary (2003-2016), but also as a Trustee (1993-1999) and Vice President for Standards (1995-2003).

Resolution 2016-40: Welcome new chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Chile Chapter, which was chartered and approved since the last Board meeting.

Resolution 2016-41: Approve ISOC’s pledge to support the Endowment for the Sustainability of the IETF (the “IETF Endowment”), and move funds to the IETF Endowment account concurrent with contributions from other
key parties in the Internet community
WHEREAS, having received positive expression of intent to provide funding to the IETF Endowment from other key parties in the Internet community; and
WHEREAS, the Board of Trustees of the Internet Society wishes to make a similar commitment to the IETF Endowment,
RESOLVED, that concurrent with the pledge of other key parties supporting the IETF Endowment, the Board approves the movement of US$ one million of its unrestricted assets to be included with the permanently restricted funds of the IETF Endowment, subject to the terms and directives of the Endowment Policy as adopted by ISOC’s Board on 29 May, 2012 and amended on 20 April 2015.

Resolution 2016-42: Appoint the Executive Committee
RESOLVED, that the Board creates an Executive Committee and appoints Alice, Desiree, and Hans Peter as members of the Executive Committee, along with Kathy Brown (President & CEO), Sean (Treasurer), John (Secretary) and Gonzalo (Chair of the Board) who serves as chair of the committee.

Resolution 2016-43: Appoint the chair of the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints John as chair and Walid, Olga, and Harish as members of the committee.

Resolution 2016-44: Appoint the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints Richard, Gonzalo, Gihan, Hans Peter, and Hiroshi as members of the committee, along with Kathy Brown (President), and Sean (Treasurer) who serves as chair of the committee.

Resolution 2016-45: Appoint the Compensation Committee
RESOLVED, that the Board creates a Compensation Committee and appoints Hiroshi, John, Desiree and, Sean as members of the committee, along with Gonzalo (Chair of the Board) who serves as chair of the committee.

Resolution 2016-46: Appoint the chair of the Nominations Committee
RESOLVED, that the Board creates a Nominations Committee and appoints Alice as chair of the committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.

Resolution 2016-47: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates an Elections Committee and appoints Harish as chair of the committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.

Resolution 2016-48: Appoint the chair and members of the Governance Committee
RESOLVED, that the Board creates a Governance Committee and appoints Walid as chair of the committee, and Olga, Gihan, Desiree, Hans Peter, and Alice as members. Kathy Brown (President) serves as a nonvoting, ex-officio member of this committee.