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Board of Trustees Meeting Minutes

No. 134 (November 10-11, 2016)
Board Meeting Minutes

Minutes of Board Meeting No. 134

Author: J. Levine
Date: 2016-11-11
Committee: BOT
Document: 2016-11-11
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

10-11 November 2016

Gonzalo opened the meeting in Hyderabad, India, at 07:40 (all times UTC.)

Board members present were:
Kathy Brown
Walid Al-Saqaf
Richard Barnes
Gonzalo Camarillo
Olga Cavalli
Gihan Dias
Hiroshi Esaki
John Levine
Harish Pillay
Sean Turner
Hans-Peter Dittler
Desiree Miloshevic
Alice Munuya

Staff also present:
Kevin Craemer
Sandy Spector
Olaf Kolkman
Nicole Armstrong
Linda Klieforth
James Wood
Constance Bommelaer
Raj Singh

Commencement of Board Meeting #134.

1.  Welcome, Apologies and Declaration of Conflicts
No conflicts were declared.

2.  Approve minutes of the 133rd meeting of the Board
PURPOSE: Approve the minutes of the 133rd meeting of the Board of Trustees.

Resolution 2016-57: Approve the minutes of the 133rd Board meeting.
RESOLVED that the minutes of the 133rd meeting of the Board of Trustees, held October 14, 2016 via teleconference, are approved.

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

3.  Welcome new Chapter
PURPOSE: To welcome a newly approved ISOC Chapter.

Resolution 2016-58: Welcome new Chapter.
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Afghanistan Chapter, which was chartered and approved since the last Board meeting.

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

4.  ISOC OMAC Co-chair’s Report
PURPOSE: Report to the Board and CEO from the Organization Member’s Advisory Council Co-chairs Cheryl Miller and Cristophe Steck (REMOTE).

5.  ISOC Governance Committee Updates
PURPOSE: Receive updates on the work of the Governance Committee from Walid.
(a)  General Guidelines for the Board – Walid
(b)  E-voting System for the Board – Hans Peter

The meeting recessed from 08:35 to 08:47.

6.  IETF Chair’s Report
PURPOSE: Review of strategic developments by Jari Arkko (REMOTE).

7.  Report on ISOC’s Tech Fellowships to the IETF
PURPOSE: Receive a 10-year review of the Tech Fellows Program from Toral Cowieson (REMOTE).

8.  President & CEO updates
PURPOSE: Overview of recent and remaining 2016 activities by Kathy.

(a)  Report on the WTSA
(b)  Report on Meetings in India and Thailand
(c)  ISOC activities planned for IGF in Guadalajara

The meeting recessed from 10:11 to 10:15.

9.  ISOC Board Open Forum
Live online discussion with the Board and members on two topics:

1. Strategic Objective (SO) 2.b.: Enabling Safe and Trusted Internet.
discussion – purpose to provide an update, discuss and seek further input from members on SO 2.b.

2. ISOC’s engagement with its membership.
purpose to present a model, discuss and to seek further feedback from members.

10. AOB
James Wood described plans for a report on the economics of building trust.

The board moved to Executive Session at 11:11.

11. Board’s Ways of Working
PURPOSE: Discuss the board’s focus, most effective meeting structure, task handling, etc.

12. IAOC Chair’s Report
PURPOSE: Review of 2016 year-end IASA financial forecast and 2017 IASA budget request by Leslie Daigle (REMOTE).

The meeting recessed at 13:10.

Friday, 11 November

The meeting resumed in public session at 03:31.

13. Overview of Internet Society 2017 Plan
PURPOSE: The CEO and Senior Staff (in person and remote) presented highlights of the 2017 Plan, focusing on impacts.

The board recessed from 05:20 to 05:30 and moved to Executive Session at 05:30.

14. Overview of Internet Society 2017 Budget
PURPOSE: The CEO and CFO Sandy Spector present highlights of the 2017 budget.

The board resumed Public Session at 06:01.

15. Finance Committee report on 2017 Budget Proposal
PURPOSE: Receive the report of the Finance Committee by Sean.

16. Approve the Internet Society 2017 Plan and 2017 Budget
PURPOSE: Approve the Internet Society 2017 Plan and 2017 Budget.

Resolution 2016-59: Approve the Internet Society 2017 Plan and 2017 budget.
RESOLVED, that the Board approves the Internet Society 2017 Plan and 2017 Budget as documented in the 2017 Plan submission.

Moved by Hans Peter, seconded by Harish, votes were:

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

Approved unanimously.

17. Approve proposal for Internet Society @25
PURPOSE: Review and approve proposal for Internet Society @25 using non-recurring PIR funds.

Resolution 2016-60: Approve the proposal for Internet Society @25.
RESOLVED, that the Board approves the proposal for Internet Society @25 using non-recurring PIR funds.

Moved by Desiree, seconded by Gihan, votes were:

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

Approved unanimously.

18. ISOC Chapters Advisory Council Report
PURPOSE: Report to the Board and CEO from the Chapter’s Advisory Council.

Richard Hill (REMOTE) delivered the report.

The meeting recessed at 06:42 for lunch.

The meeting resumed at 07:27 and moved to Executive Session.

19. IETF Trust Chair’s Report
PURPOSE: Review of strategic developments and key directions by Tobias Gondrom (REMOTE).

20. Board Retreat
PURPOSE: Update on plans for the 2017 board retreat.

21. Trust and Encrypted Media
PURPOSE: Discuss issues related to trust and encrypted media.

22. ISOC Governance Committee Updates (continued)
PURPOSE:  Receive updates on the work of the Governance Committee from Walid.

(a)  Board Evaluation – Alice
(b)  Conflict of Interest Policy – Olga.

The meeting resumed Public Session at 08:45.

23. Chapters Advisory Council Proposal on Position / Policy Development Process
PURPOSE: To consider the proposal by the Chapters Advisory Council.

Resolution 2016-61: Chapters Advisory Council Proposal on Position/Policy Development Process.
WHEREAS the ISOC Chapters Advisory Council has submitted a proposal to the Board of Trustees
for greater involvement of Chapters in the position and policy brief development process; and
WHEREAS the Board welcomes Chapter participation in the development of positions and policies
that support ISOC?s mission of preserving the open, global Internet; and
WHEREAS the Board requested the recommendation of staff as to how the Chapter proposal can be
integrated into ISOC’s policy work and Staff has given a positive recommendation to the Board;
RESOLVED, that the Board of Trustees asks staff to implement the Chapters Advisory Council
proposal in a manner consistent with its recommendation as described in the Framework for ISOC?s
Engagement with Membership Regarding Policy Work; and
FURTHER RESOLVED, that the Board asks staff to share details of the Framework with the
Chapters Advisory Council.(text to be provided)

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

24. Adjournment of Board Meeting #134

The meeting adjourned at 08:52.

Summary of Resolutions

Resolution 2016-57: Approve the minutes of the 133rd Board meeting.
RESOLVED that the minutes of the 133rd meeting of the Board of Trustees, held October 14, 2016 via teleconference, are approved.

Resolution 2016-58: Welcome new Chapter.
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Afghanistan Chapter, which was chartered and approved since the last Board meeting.

Resolution 2016-59: Approve the Internet Society 2017 Plan and 2017 budget.
RESOLVED, that the Board approves the Internet Society 2017 Plan and 2017 Budget as documented in the 2017 Plan submission.

Resolution 2016-60: Approve the proposal for Internet Society @25.
RESOLVED, that the Board approves the proposal for Internet Society @25 using non-recurring PIR funds.

Resolution 2016-61: Chapters Advisory Council Proposal on Position/Policy Development Process.
WHEREAS the ISOC Chapters Advisory Council has submitted a proposal to the Board of Trustees
for greater involvement of Chapters in the position and policy brief development process; and
WHEREAS the Board welcomes Chapter participation in the development of positions and policies
that support ISOC?s mission of preserving the open, global Internet; and
WHEREAS the Board requested the recommendation of staff as to how the Chapter proposal can be
integrated into ISOC’s policy work and Staff has given a positive recommendation to the Board;
RESOLVED, that the Board of Trustees asks staff to implement the Chapters Advisory Council
proposal in a manner consistent with its recommendation as described in the Framework for ISOC?s
Engagement with Membership Regarding Policy Work; and
FURTHER RESOLVED, that the Board asks staff to share details of the Framework with the
Chapters Advisory Council.