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Board of Trustees Meeting Minutes

No. 135 (March 6-7, 2017)
Board Meeting Minutes

Minutes of Board Meeting No. 135

Author: J. Levine
Date: 2017-03-07
Committee: BOT
Document: 2017-03-07
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

6-7 March 2017

Gonzalo opened the meeting, held via video teleconference, at 11:10 (all times UTC) on March 6.

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 Munyua

Olga left the meeting at 11:30 and rejoined at 12:30.
Hiroshi joined the meeting at 11:45.

Staff also present: Kevin Craemer, Sandy Spector, Olaf Kolkman, Todd Tolbert, Ayesha Hasan, David Frolio, Todd Tolbert, Gregg Lechner, Andre Copelin, Joyce Dogniez, Sally Wentworth, Dan York, James Wood, Linda Klieforth, Raul Echeberria, Mark Buell.

1.  Welcome, apologies and declaration of conflicts
Gonzalo noted that public sessions will be recorded and published later.

Desiree and Alice recused themselves from the PIR update.  Gihan and Hans Peter recused themselves should there be any Nomination Committee discussion that discussed candidates.

2.  Consent Agenda
(a) Approve the minutes of the 134th meeting of the Board of Trustees
(b) Accept the 2016 year-end financial report from the CFO
(c) Accept the 2017 Action Plan update from the CEO

Resolution 2017-01: Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:

a/ Resolution 2017-02: Approve the minutes of the 134th Board meeting
RESOLVED, that the minutes of the 134th meeting of the Board of Trustees, held on November 10-11, 2016, in Hyderabad, India are approved.

b/ Resolution 2017-03: Accept the 2016 year-end financial report from the CFO.
RESOLVED that the report of the 2016 year-end financial report from the CFO is accepted.

c/ Resolution 2017-04: Accept the 2017 Action Plan update from the CEO.
RESOLVED that the 2017 Action Plan update from the CEO is accepted.

Moved by Alice, second by Sean.  Approved unanimously.

3.  E-votes passed since the last Board meeting
PURPOSE: To enter into the record the unanimous e-votes passed since the last Board meeting.
No resolution required.

Resolution 2017-05: Internet Society 401(K) Savings Plan Amendment
E-vote held January 24 to 31, 2017 and passed unanimously.

RESOLVED, that the Board approves an amendment to the Internet Society’s U.S. employee 401(K)
plan, modifying the definition of Highly Compensated Employee to “top-paid group election”.

Resolution 2017-06: Approval of the 2017 IAB slate
E-vote held February 11 to 20, 2017 and passed unanimously.

RESOLVED, that the 2017 IAB slate consisting of the following individuals is approved:

Jari Arkko
Gabriel Montenegro
Mark Nottingham
Robert Sparks
Jeff Tantsura
Suzanne Woolf

FURTHER RESOLVED, that the Internet Society Board of Trustees thanks the IETF Nominations Committee and its Chair, Lucy Lynch, for their time and hard work.

4.  Welcome new Chapter and Special Interest Group
PURPOSE: To welcome a newly approved ISOC Chapter and Special Interest Group.

Resolution 2017-07: Welcome new Chapter.
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Panama Chapter, which was chartered and approved since the last Board meeting.

Moved by Harish, seconded by Hans Peter.  Approved by acclamation.

Resolution 2017-08: Welcome new Special Interest Group.
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC Blockchain Special Interest Group, which was chartered and approved since the last Board meeting.

Moved by Walid, seconded by Olga.  Approved by acclamation.

5.  Trustee updates on Board dashboard items
PURPOSE: To receive updates on Board dashboard items.

Gonzalo led a discussion of the items.

The board moved to closed executive session.

6.  Discussion of Nominations Committee
Alice provided observations on this year’s nomination process.

7.  Report of the PIR Board Nominations Committee
PURPOSE: To receive the report of the PIR Board Nominations Committee.

Hans Peter discussed the PIR nomination process.

8.  Report on recent US government actions impacting the Internet and ISOC
PURPOSE: To receive a report on recent US government actions impacting the Internet and ISOC.

Sally Wentworth led the discussion.

9.  Update on ISOC’s Trust objective
PURPOSE: To receive an update on ISOC’s Trust objective.

Olaf led the discussion.

The board resumed in open to observers session.

10. Appoint members of the PIR Board
PURPOSE: To appoint members of the PIR Board of Directors.

Resolution 2017-09: Appoint members of the PIR Board
RESOLVED, that the ISOC Board of Trustees appoints the following people to the Board of Directors of the Public Interest Registry for terms beginning in April 2017:

Jeffrey Bedser, for a term of three years,
Eric Burger, returning, for a term of three years,
Hartmut Glaser, returning, for a term of one year.

Moved by Hans Peter, seconded by Harish.

Walid Al-Saqaf – Yes
Richard Barnes – Yes
Gonzalo Camarillo – Yes
Olga Cavalli – Yes*
Gihan Dias – Yes
Hiroshi Esaki – Yes
John Levine – Yes
Harish Pillay – Yes
Sean Turner – Yes
Hans-Peter Dittler – Yes
Desiree Miloshevic – Abstain
Alice Munyua – Abstain

Resolution passed by majority vote.

*Olga was disconnected from meeting shortly before the vote, and provided her vote when she reconnected.

The meeting recessed at 13:40.

The meeting resumed in a session open to observers at 11:05 on March 7.

Staff also present:
Kevin Craemer, Ayesha Hassan James Wood, Todd Tolbert, Sandy Spector, David Frolio, Andre Copelin, Linda Klieforth, Johanna Baggen, Nicole Armstrong, Ted Mooney, Carly Morris, Allesandra Desantillana, Fernando Zarur, Howard Baggott, Lincoln McNey, Monica Fast, Karen Schofield-Leca, Ilda Simao, Joyce Dogniez, Greg Wood, Connie Kendig, Sally Wentworth.

11. Report of the Nominations Committee
PURPOSE: To accept the report of the ISOC Nominations Committee.

Alice presented a summary of the report.

Moved by Hans Peter, seconded by Desiree.  Approved unanimously

Resolution 2017-10: Accept the 2017 Nominations Committee report
RESOLVED that the report of the 2017 Nominations Committee is accepted.

12. President and CEO Updates
PURPOSE: To receive updates from the CEO and staff.

Kathy and staff led a discussion about recent activity.

• Membership and Individual Giving Programs – A. Hassan
• 25th Anniversary Activities – J. Wood
• Update on Website Redesign – J. Wood and T. Tolbert

13. Any Other Business
There was no other business.

The board moved to closed executive session at 12:18.

Alice and Desiree left the meeting.

14. PIR Update
PURPOSE: To receive an update on PIR.
R. Gaetano and B. Cute presented the update.

Alice and Desiree rejoined the meeting.

15. Board planning sessions
PURPOSE: To receive updates on long-range planning issues before the board.

The board resumed in a session open to observers at 13:23.

16. Resolution on Diamond Key Security
PURPOSE: To consider a resolution in support of Diamond Key Security.

Resolution 2017-11:  Support for Diamond Key Security
WHEREAS The Internet Society has supported the development of an open design of a Open Source Design Hardware Signing Module under the Cryptech project that started in 2013; and

WHEREAS The availability of Cryptech’s Open Source Design of a Hardware Signing module bears the promise of an innovative paradigm shift that increases the Trust in the Internet in a manner aligned with the Internet Societies vision; and

WHEREAS W. Stuart Jones and Phil Roberts presented the case for a not-for-profit business called Diamond Key Security (The Company) that would support the furtherance of the Cryptech technology; and

WHEREAS The Internet Society wants to maintain all options open for a future organizational relation with The Company till after strategic deliberations in Summer 2017;

RESOLVED, that the Board grants $380,000 from the non-recurring PIR funds to the Company, led by W. Stuart Jones and Phil Roberts, for the purpose of The Company’s establishment and interim operation, furthering the design of a commercially viable Cryptech based hardware signing module that contributes to the increase of the end-users’ trust in the Internet and reaching out to the broader Internet community for partnerships, support and collaboration; and

FURTHER RESOLVED, that staff, in collaboration with the management of the Company, evaluates the feasibility of the company sustaining and furthering the Cryptech initiative and advises the board why it is important for the Internet Society to contribute, and keep the Board abreast of these investigations.

Moved by Sean, seconded by Harish.

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

The resolution passed by majority vote.

The board moved to closed executive session at 13:27

17. Any other business

The board discussed future plans.

18. Adjournment

The meeting adjourned at 13:58.

————————————

Summary of Resolutions

Resolution 2017-01: Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:

a/ Resolution 2017-02: Approve the minutes of the 134th Board meeting
RESOLVED, that the minutes of the 134th meeting of the Board of Trustees, held on November 10-11, 2016, in Hyderabad, India are approved.

b/ Resolution 2017-03: Accept the 2016 year-end financial report from the CFO.
RESOLVED that the report of the 2016 year-end financial report from the CFO is accepted.

c/ Resolution 2017-04: Accept the 2017 Action Plan update from the CEO.
RESOLVED that the 2017 Action Plan update from the CEO is accepted.

Resolution 2017-05: Internet Society 401(K) Savings Plan Amendment
E-vote held January 24 to 31, 2017 and passed unanimously.
RESOLVED, that the Board approves an amendment to the Internet Society’s U.S. employee 401(K) plan, modifying the definition of Highly Compensated Employee to “top-paid group election”.

Resolution 2017-06: Approval of the 2017 IAB slate
E-vote held February 11 to 20, 2017 and passed unanimously.
RESOLVED, that the 2017 IAB slate consisting of the following individuals is approved:

Jari Arkko
Gabriel Montenegro
Mark Nottingham
Robert Sparks
Jeff Tantsura
Suzanne Woolf

FURTHER RESOLVED, that the Internet Society Board of Trustees thanks the IETF Nominations Committee and its Chair, Lucy Lynch, for their time and hard work.

Resolution 2017-07: Welcome new Chapter.
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Panama Chapter, which was chartered and approved since the last Board meeting.

Resolution 2017-08: Welcome new Special Interest Group.
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC Blockchain Special Interest Group, which was chartered and approved since the last Board meeting.

Resolution 2017-09: Appoint members of the PIR Board
RESOLVED, that the ISOC Board of Trustees appoints the following people to the Board of Directors of the Public Interest Registry for terms beginning in April 2017:

Jeffrey Bedser, for a term of three years,
Eric Burger, returning, for a term of three years,
Hartmut Glaser, returning, for a term of one year.

Resolution 2017-10: Accept the 2017 Nominations Committee report
RESOLVED that the report of the 2017 Nominations Committee is accepted.

Resolution 2017-11:  Support for Diamond Key Security
WHEREAS The Internet Society has supported the development of an open design of a Open Source Design Hardware Signing Module under the Cryptech project that started in 2013; and

WHEREAS The availability of Cryptech’s Open Source Design of a Hardware Signing module bears the promise of an innovative paradigm shift that increases the Trust in the Internet in a manner aligned with the Internet Societies vision; and

WHEREAS W. Stuart Jones and Phil Roberts presented the case for a not-for-profit business called Diamond Key Security (The Company) that would support the furtherance of the Cryptech technology; and

WHEREAS The Internet Society wants to maintain all options open for a future organizational relation with The Company till after strategic deliberations in Summer 2017;

RESOLVED, that the Board grants $380,000 from the non-recurring PIR funds to the Company, led by W. Stuart Jones and Phil Roberts, for the purpose of The Company’s establishment and interim operation, furthering the design of a commercially viable Cryptech based hardware signing module that contributes to the increase of the end-users’ trust in the Internet and reaching out to the broader Internet community for partnerships, support and collaboration; and

FURTHER RESOLVED, that staff, in collaboration with the management of the Company, evaluates the feasibility of the company sustaining and furthering the Cryptech initiative and advises the board why it is important for the Internet Society to contribute, and keep the Board abreast of these investigations.