Donate

Board of Trustees Meeting Minutes

No. 133 (October 14, 2016)
Board Meeting Minutes

Minutes of Board Meeting No. 133

Author: J. Levine
Date: 2016-10-14
Committee: BOT
Document: 2016-10-14
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

The 133rd Meeting of the Board of Trustees of the Internet Society was held 14 October 2016 by teleconference.

Minutes taken by John Levine.

Gonzalo opened the meeting at 11:08 (all times UTC).

Board members present were:
Walid Al-Saqaf
Richard Barnes
Kathy Brown
Gonzalo Camarillo
Olga Cavalli
Gihan Dias
Hiroshi Esaki
John Levine
Harish Pillay
Sean Turner

Regrets received from Hans-Peter Dittler, Desiree Miloshevic and Alice Munyua.

Staff also present: David Frolio, Kevin Craemer, Raul Echeberria, Joyce Dogniez.

1.  Welcome, Agenda bash, Apologies and Declaration of Conflicts — G. Camarillo
No conflicts declared.

2.  Approve minutes of the 132nd meeting of the Board of Trustees — G. Camarillo

Resolution 2016-49: Approve the minutes of the 132nd meeting of the ISOC Board of Trustees
RESOLVED that the minutes of the 132nd meeting of the ISOC Board of Trustees held 18-19 June in Cancun, Mexico are approved.

Moved by Hiroshi, seconded by Walid, approved unanimously by voice vote.

3.  Appoint members of the 2016-2017 Nominations Committee — O. Cavalli
PURPOSE: Appoint members of the 2016-2017 ISOC Nominations Committee.

Resolution 2016-50: Appoint members of the 2016-2017 ISOC Nominations Committee
RESOLVED that Martin Butterworth, Olga Cavalli, Nneka Chiazor, Tomohiro Fujisaki, Maryleana Mendez, Desiree Miloshevic and Barrack Otieno be appointed as members of the 2016-2017 ISOC Nominations Committee chaired by Alice Munyua. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.

Moved by Olga, seconded by Harish, approved unanimously by voice vote. Gihan abstained.

4.  Appoint members of the 2016-2017 Elections Committee — H. Pillay
PURPOSE: Appoint members of the 2016-2017 ISOC Elections Committee.

Resolution 2016-51: Appoint members of the 2016-2017 ISOC Elections Committee
RESOLVED that Walid Al-Saqaf and Narelle Clark be appointed as members of the 2016-2017 ISOC Elections Committee chaired by Harish Pillay. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.

Moved by Harish, seconded by Olga, approved unanimously by voice vote, Gihan abstained.

5.  Update the ISOC Procedures for Selecting Trustees — H. Pillay
PURPOSE: Update the ISOC Procedures for Selecting Trustees.

Resolution 2016-52: Update the ISOC Procedures for Selecting Trustees
RESOLVED that the ISOC Procedures for Selecting Trustees be updated as presented.

Moved by Walid, seconded by Richard, approved unanimously by voice vote.

6.  Approve the timetable for the ISOC 2016-2017 Trustee elections — H. Pillay
PURPOSE: Review and approve the timetable for the ISOC 2016-2017 Trustee elections.

Resolution 2016-53: Approve the 2016-2017 Elections Timetable
RESOLVED that the ISOC Elections Timetable for 2016-2017 is approved as follows:

  • Call for Nominations opens: Friday, 28 October 2016
  • Nominations period closes: Friday, 16 December 2016 at 15:00 UTC
  • Election eligibility cut-off date: Friday, 27 January 2017
  • Nominations Committee deliberations end: Friday, 27 January 2017
  • Candidate slate announced. Petitions period opens: Friday, 3 February 2017
  • Deadline for receipt of Petitions: Friday, 17 February 2017 at 15:00 UTC
  • Deadline for receipt of Petition signatures: Friday, 24 February 2017 at 15:00 UTC
  • Final candidate slate announced: Monday, 27 February 2017
  • Elections start date: Ballots posted, Voting opens: Thursday, 9 March 2017
  • Voting closes. Ballots counted: Monday, 10 April 2017 at 15:00 UTC
  • Certification & announcement of results. Challenge period opens: Tuesday, 11 April 2017
  • Deadline for receipt of Challenges: Wednesday, 19 April 2017 at 15:00 UTC
  • Challenge response period ends: Wednesday, 26 April 2017
  • Election results finalized and announced: Thursday, 27 April 2017

Moved by Olga, seconded by Hiroshi, approved unanimously by voice vote.

7.  Approve Call for Candidates and Timetable for 2017 PIR Board Appointments — S. Turner 
PURPOSE: Approve the call for nominations and timetable for PIR Board appointments proposed by ISOC’s PIR Nominations Committee.

Resolution 2016-54: Approve the call and timetable for the 2017 PIR Director selections
RESOLVED, that the call for nominations for the 2017 PIR Director selections is approved as presented and the following selection timetable is adopted:

  • Board Approves Call: On or before October 30, 2016
  • Application Period Begins: October 31, 2016
  • Application Period closes/NomCom Review Begins: December 11, 2016
  • NomCom Review Ends/Slate sent to ISOC Board for Review: February 21, 2017
  • Board Review & E-vote: February 22, 2017 – March 21, 2017
  • New Directors Informed & Two Month On-Boarding Process Begins: March 23, 2017
  • Two Month On-Boarding Ends: May 24, 2017
  • New Directors Seated: May 24, 2017 or later.

Moved by Sean, seconded by Harish, approved unamimously by voice vote.

8.  President & CEO Updates — K. Brown
PURPOSE: Receive organizational and administrative updates.

  • IANA Update
  • InterCommunity and All Staff Retreat Update
  • 2017 Action Plan and Budget Update

Kathy briefed the board on several topics.

9.  Recognition of ISOC Staff support for the IANA stewardship transition — G. Camarillo
PURPOSE: To recognize and thank ISOC staff for supporting the IANA stewardship transition.

Resolution 2016-55: Recognition of ISOC staff support for the IANA stewardship transition
RESOLVED, that the Board of Trustees expresses its sincere thanks and appreciation to all Internet Society staff who supported efforts to transition stewardship of the IANA functions to the global Internet community, especially those who worked tirelessly for two years as a resource to the community and those who gave their all in the final days to ensure its success.

Moved by John, seconded by Gihan, approved unanimously by voice vote.

10. Report on E-vote to renew the CEO contract — J. Levine
John reported that the E-vote is complete. All 12 voting trustees voted Yes, so the resolution passed.

Resolution 2016-56: Extension of CEO contract
RESOLVED, that the employment contract between the Internet Society and Kathryn C. Brown be extended for two years to the end of 2018, with no change to the terms of the contract.

Trustee votes were:

Yes Thu, 6 Oct 2016 15:57:18 – Walid AL-SAQAF
Yes Thu, 6 Oct 2016 22:09:36 – Gihan Dias
Yes Fri, 7 Oct 2016 04:11:14 – Hans Peter Dittler
Yes Fri, 7 Oct 2016 05:32:00 – Gonzalo Camarillo
Yes Fri, 7 Oct 2016 06:50:52 – Olga Cavalli
Yes Fri, 7 Oct 2016 11:08:02 – John R. Levine
Yes Fri, 7 Oct 2016 17:46:36 – Hiroshi Esaki
Yes Fri, 7 Oct 2016 18:53:46 – Desiree Miloshevic
Yes Mon, 10 Oct 2016 21:12:01 – Richard Barnes
Yes Mon, 10 Oct 2016 21:15:59 – Sean Turner
Yes Mon, 10 Oct 2016 22:37:43 – Harish Pillay
Yes Tue, 11 Oct 2016 05:16:16 – Alice Munyua

11. Dates for 2017 — G. Camarillo
Gonzalo discussed the proposed dates for 2017 meetings.  The sense of the board was that the proposed dates would work.

12. AOB — G. Camarillo
Gonzalo closed the meeting at 12:04.

————————————

Summary of Resolutions

Resolution 2016-49: Approve the minutes of the 132nd meeting of the ISOC Board of Trustees
RESOLVED that the minutes of the 132nd meeting of the ISOC Board of Trustees held 18-19 June in Cancun, Mexico are approved.

Resolution 2016-50: Appoint members of the 2016-2017 ISOC Nominations Committee
RESOLVED that Martin Butterworth, Olga Cavalli, Nneka Chiazor, Tomohiro Fujisaki, Maryleana Mendez, Desiree Miloshevic and Barrack Otieno be appointed as members of the 2016-2017 ISOC Nominations Committee chaired by Alice Munyua. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.

Resolution 2016-51: Appoint members of the 2016-2017 ISOC Elections Committee
RESOLVED that Walid Al-Saqaf and Narelle Clark be appointed as members of the 2016-2017 ISOC Elections Committee chaired by Harish Pillay. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.

Resolution 2016-52: Update the ISOC Procedures for Selecting Trustees
RESOLVED that the ISOC Procedures for Selecting Trustees be updated as presented.

Resolution 2016-53: Approve the 2016-2017 Elections Timetable
RESOLVED that the ISOC Elections Timetable for 2016-2017 is approved as follows:

  • Call for Nominations opens: Friday, 28 October 2016
  • Nominations period closes: Friday, 16 December 2016 at 15:00 UTC
  • Election eligibility cut-off date: Friday, 27 January 2017
  • Nominations Committee deliberations end: Friday, 27 January 2017
  • Candidate slate announced. Petitions period opens: Friday, 3 February 2017
  • Deadline for receipt of Petitions: Friday, 17 February 2017 at 15:00 UTC
  • Deadline for receipt of Petition signatures: Friday, 24 February 2017 at 15:00 UTC
  • Final candidate slate announced: Monday, 27 February 2017
  • Elections start date: Ballots posted, Voting opens: Thursday, 9 March 2017
  • Voting closes. Ballots counted: Monday, 10 April 2017 at 15:00 UTC
  • Certification & announcement of results. Challenge period opens: Tuesday, 11 April 2017
  • Deadline for receipt of Challenges: Wednesday, 19 April 2017 at 15:00 UTC
  • Challenge response period ends: Wednesday, 26 April 2017
  • Election results finalized and announced: Thursday, 27 April 2017

Resolution 2016-54: Approve the call and timetable for the 2017 PIR Director selections
RESOLVED, that the call for nominations for the 2017 PIR Director selections is approved as presented and the following selection timetable is adopted:

  • Board Approves Call: On or before October 30, 2016
  • Application Period Begins: October 31, 2016
  • Application Period closes/NomCom Review Begins: December 11, 2016
  • NomCom Review Ends/Slate sent to ISOC Board for Review: February 21, 2017
  • Board Review & E-vote: February 22, 2017 – March 21, 2017
  • New Directors Informed & Two Month On-Boarding Process Begins: March 23, 2017
  • Two Month On-Boarding Ends: May 24, 2017
  • New Directors Seated: May 24, 2017 or later.

Resolution 2016-55: Recognition of ISOC staff support for the IANA stewardship transition
RESOLVED, that the Board of Trustees expresses its sincere thanks and appreciation to all Internet Society staff who supported efforts to transition stewardship of the IANA functions to the global Internet community, especially those who worked tirelessly for two years as a resource to the community and those who gave their all in the final days to ensure its success.

Resolution 2016-56: Extension of CEO contract
RESOLVED, that the employment contract between the Internet Society and Kathryn C. Brown be extended for two years to the end of 2018, with no change to the terms of the contract.