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Board of Trustees Meeting Minutes

No. 136 (May 24, 2017)
Board Meeting Minutes

Minutes of Board Meeting No. 136

Author: J. Levine
Date: 2017-05-24
Committee: BOT
Document: 2017-05-24
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

Internet Society Board of Trustees Meeting No.136

24 May 2017, scheduled from 13:00-15:00 UTC, meeting via video teleconference.

Gonzalo opened the meeting at 13:02 (all times UTC).

Board members were 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 joined the meeting at 13:10 and left at 14:20
Alice Munyua

Observers: Kevin Craemer, Raúl Echeberría, Glenn McKnight, Sandy Spector, James Wood.

1.  Welcome, Apologies and Declaration of Conflicts
Gonzalo noted that the entire meeting was being recorded.

Desiree recused herself from the discussion of PIR matters.

2.  Consent Agenda
(a) Approve the minutes of the 135th meeting of the Board of Trustees
(b) Adopt revised Procedure for the Conduct of Meetings

Resolution 2017-12: Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved:

a/ Resolution 2017-13: Approve the minutes of the 135th Board meeting
RESOLVED, that the minutes of the 135th meeting of the Board of Trustees, held on March 6-7, 2017 by video conference are approved.

b/ Resolution 2017-14: Adopt revised Procedure for the Conduct of Meetings
RESOLVED that the revised Procedure for the Conduct of Meetings of the board is adopted as presented.

Moved by Alice, seconded by Harish. Approved unanimously.

3.  E-vote passed since the last Board meeting
PURPOSE: To enter into the record the unanimous e-vote passed since the last Board meeting, on the Trustee Payment Disclosure Policy.

An e-vote held May 11 to 18, 2017 to adopt a Trustee Payment Disclosure Policy passed unanimously. The resolution in the e-vote was:

Resolution 2017-15: Adopt Trustee Payment Disclosure Policy
RESOLVED, that the Trustee Payment Disclosure Policy, as presented, is adopted by the Board.

Trustee Payment Disclosure Policy

The Internet Society’s Conflict of Interest Policy and Board and Officer Code of Ethics demonstrate the commitment of the Board of Trustees to observing the highest ethical standards, complying with all applicable laws, and maintaining ISOC’s reputation as a respected corporate citizen.

As an additional commitment to transparent governance, members of the board also agree to disclose payments, reimbursements or expense sponsorships (“funding”) from the Internet Society for any activity that is not directly related to attending meetings of the board.

Any Trustee receiving such unrelated funding from the Internet Society shall disclose to the board, via email, the type of funding (e.g. reimbursement for travel and accommodation to speak at a conference as an ISOC Trustee) and the rationale for funding (e.g.  expert knowledge of the conference subject matter) at the time he or she requests funding.

Trustees need not disclose expense sponsorship for activities with nominal value, such as attendance at an ISOC dinner or reception which is co-located with a conference the Trustee is attending at his or her own expense.

4.  Recognition of outgoing PIR Board member
PURPOSE: Recognize outgoing PIR Board member Art Reilly

Resolution 2017-16: Recognition of outgoing PIR Board member
RESOLVED, that the ISOC Board of Trustees extends its gratitude to Art Reilly for his service on the PIR Board of Directors from 2011 to 2017.

Approved by acclamation.

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

Resolution 2017-17: Accept the Elections Committee Report.
RESOLVED that the report of the 2017 Elections Committee is accepted.

Moved by Olga, seconded by Walid. Approved unanimously.

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

Resolution 2017-18: Accept the Governance Committee Report.
RESOLVED that the report of the Governance Committee is accepted.

Moved by Hans Peter, seconded by Hiroshi. Approved unanimously.

7.  Independent Auditors Report
PURPOSE: Accept the report of the independent auditor.

Resolution 2017-19: Accept the 2016 Independent Auditors Report.
RESOLVED, that the 2016 Independent Auditors Report is accepted, in reliance on the PIR 2016 Independent Auditors Report as accepted by the PIR Board on April 25, 2017.

Moved by John, seconded by Olga. Approved unanimously.

8.  Audit Committee Report
PURPOSE: Receive the final report of the ISOC Audit Committee.

Resolution 2017-20: Accept the Audit Committee Report.
RESOLVED that the report of the 2017 Audit Committee is accepted.

Moved by John, seconded by Harish. Approved unanimously.

9. Chapter Advisory Council Proposal on Selecting Chapter Participants for ISOC Delegations
PURPOSE: To respond to the proposal by the Chapters Advisory Council.

Resolution 2017-21: Chapters Advisory Council proposal on selecting chapter participants for ISOC delegations
WHEREAS the ISOC Chapters Advisory Council has submitted a proposal to the Board of Trustees for greater transparency in the process of selecting chapter participants for ISOC delegations and programmes; and
WHEREAS the Board supports transparent processes for member and chapter participation in delegations and programmes whenever they advance ISOC’s mission of preserving the open, global Internet; and
WHEREAS the Board also recognizes that, in some instances, the names of applicants and selection committee members should remain confidential for the privacy of the applicants or the integrity of the processes; and
WHEREAS the Board requested that staff study the Chapters Advisory Council proposals and make recommendations on implementing those proposals that advance the ISOC mission without compromising the privacy of applicants or the integrity of the processes;
RESOLVED, that the Board approves the staff recommendations and asks that these be implemented; and
FURTHER RESOLVED, that the Board asks staff to share details of these recommendations with the Chapters Advisory Council.

Moved by Olga, seconded by Harish. Approved unanimously.

10. Chapter Advisory Council proposal on making names of prospective candidates for ISOC Trustee public
PURPOSE: To respond to the proposal by the Chapters Advisory Council.

Resolution 2017-22: Chapters Advisory Council proposal on making all prospective candidate names public in ISOC’s general elections
WHEREAS the ISOC Chapters Advisory Council has submitted a proposal to the Board of Trustees for greater transparency in ISOC’s general elections; and
WHEREAS this year’s Nominations Committee has identified the need to review the Nomcom process, including the question of which prospective candidate names should be made public;
RESOLVED, that the board will review the Nomcom process, including but not limited to how to attract a more diverse pool of nominations, which prospective candidate names should be made public, and best practice and working methods for the Nominations Committee.

Moved by Hans Peter, seconded by Alice. Approved unanimously.

11. Chapter Advisory Council Proposal on ISOC Improving Support for Chapters
PURPOSE: To respond to the proposal by the Chapters Advisory Council.

Resolution 2017-23: Chapters Advisory Council proposal on ISOC improving support for Chapters
WHEREAS the ISOC Chapters Advisory Council has submitted a proposal to the Board of Trustees for improvement of support for Chapters; and
WHEREAS the Board recognizes that support from ISOC, as well as other sources, is important to the sustainability of ISOC Chapters and the funding of local activities that further ISOC’s mission and objectives; and
WHEREAS the Board has recently demonstrated support for chapters by increasing direct funding by 139% and indirect funding by 217% since 2015, including an additional USD 520,000 in 2017 for chapter re-branding and outreach activities related to ISOC’s 25th anniversary; and
WHEREAS the Board requested that staff review the Chapters Advisory Council proposal and recommend additional ways to increase support for chapters;
RESOLVED, that the Board approves the staff recommendations and asks that these be implemented; and
FURTHER RESOLVED, that the Board asks staff to share details of these recommendations with the Chapters Advisory Council.

Moved by Hiroshi, seconded by Desiree. Approved unanimously.

12. Actionable items for the 2016-2017 Board of Trustees
PURPOSE: Accept and convey actionable items for the 2017-2018 Board of Trustees.

Resolution 2017-24:  Accept and convey actionable items for the 2017-2018 Board of Trustees.
RESOLVED, The Board of Trustees accepts as accurate the following Summary of Agreed Board Actionable Items; and
FURTHER RESOLVED that the Board of Trustees conveys this Summary of Agreed Board Actionable Items to the 2017-2018 Board of Trustees.

Summary of Agreed Board Action Items

At the close of each Internet Society board year, the outgoing Board of Trustees conveys to the incoming board a list of priorities which, based on its knowledge and experience, are crucial for the continued success of the organization.

Now at the close of its term, the 2016-2017 board conveys the following priorities to the 2017-2018 board:

I.   Continue support for the 2017 Internet Society Action Plan, including the strategic objectives of Access, Trust, strengthening the IETF, and strengthening ISOC (“ISOC Strong”);

II.  Continue support for 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 to develop these projects begun in 2016-2017:
* Fully integrate the Online Trust Alliance as an initiative to improve trust and broaden the Internet
Society’s reach;
* Leverage the findings of the Internet Futures report to inform policy debates and engage users;
* Celebrate the 25th anniversary, and use related events and campaigns to increase awareness about the Internet Society; and
* Continue board deliberations on the Future of ISOC to further define the scope of the Society’s work, and ensure that its resources are put to the most effective use.

Moved by Sean, seconded by Walid. Approved unanimously.

13. President and CEO Reports
PURPOSE: To receive updates from the CEO
* Summary of highlights from the Q1 Action Plan report
* Update on IASA 2.0

14. Website Redesign
PURPOSE: To approve supplemental funds for redesign of the ISOC website.

Resolution 2017-25:  Supplemental funding for ISOC website redesign
RESOLVED, that the Board approves supplemental funding for ISOC website redesign using non-recurring PIR funds.

Moved by Hans Peter, seconded by Sean. Approved unanimously by roll call vote.

15. Any Other Business
Walid commented on the successful middle east regional ISOC workshop.

The board entered closed executive session. Staff other than Kevin and Sandy left the meeting.

16. President and CEO Reports (continued)
PURPOSE: To receive updates from the CEO
* Fundraising & Membership Update
(Desiree left the meeting at 14:20.)
* Update on PIR

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

Sean presented the report.

The board resumed in session open to observers.

Resolution 2017-26: Accept the Finance Committee Report.
RESOLVED that the report of the Finance Committee is accepted.

Moved by Sean, seconded by Olga. Approved unanimously.

18. Allocation of 2016 budget surplus
PURPOSE: To allocate surplus funds from the 2016 ISOC budget.

Resolution 2017-27: Allocating the 2016 budget surplus
RESOLVED: that the Board acknowledges that a surplus of $420,000 remains from the 2016 ISOC budget, and agrees with the recommendation of staff that these funds should be earmarked for the Beyond the Net funding program.

Moved by Sean, seconded by Gihan. Approved unanimously by roll call vote, with Desiree absent.

19. Adjournment
The meeting adjourned at 10:56.

—————————————————————————————————

Summary of Resolutions

Resolution 2017-12: Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved:

Resolution 2017-13: Approve the minutes of the 135th Board meeting
RESOLVED, that the minutes of the 135th meeting of the Board of Trustees, held on March 6-7, 2017 by video conference are approved.

Resolution 2017-14: Adopt revised Procedure for the Conduct of Meetings
RESOLVED that the revised Procedure for the Conduct of Meetings of the board is adopted as presented.

Resolution 2017-15: Adopt Trustee Payment Disclosure Policy
RESOLVED, that the Trustee Payment Disclosure Policy, as presented, is adopted by the Board.

Trustee Payment Disclosure Policy

The Internet Society’s Conflict of Interest Policy and Board and Officer Code of Ethics demonstrate the commitment of the Board of Trustees to observing the highest ethical standards, complying with all applicable laws, and maintaining ISOC’s reputation as a respected corporate citizen.

As an additional commitment to transparent governance, members of the board also agree to disclose payments, reimbursements or expense sponsorships (“funding”) from the Internet Society for any activity that is not directly related to attending meetings of the board.

Any Trustee receiving such unrelated funding from the Internet Society shall disclose to the board, via email, the type of funding (e.g. reimbursement for travel and accommodation to speak at a conference as an ISOC Trustee) and the rationale for funding (e.g.  expert knowledge of the conference subject matter) at the time he or she requests funding.

Trustees need not disclose expense sponsorship for activities with nominal value, such as attendance at an ISOC dinner or reception which is co-located with a conference the Trustee is attending at his or her own expense.

Resolution 2017-16: Recognition of outgoing PIR Board member
RESOLVED, that the ISOC Board of Trustees extends its gratitude to Art Reilly for his service on the PIR Board of Directors from 2011 to 2017.

Resolution 2017-17: Accept the Elections Committee Report.
RESOLVED that the report of the 2017 Elections Committee is accepted.

Resolution 2017-18: Accept the Governance Committee Report.
RESOLVED that the report of the Governance Committee is accepted.

Resolution 2017-19: Accept the 2016 Independent Auditors Report.
RESOLVED, that the 2016 Independent Auditors Report is accepted, in reliance on the PIR 2016 Independent Auditors Report as accepted by the PIR Board on April 25, 2017.

Resolution 2017-20: Accept the Audit Committee Report.
RESOLVED that the report of the 2017 Audit Committee is accepted.

Resolution 2017-21: Chapters Advisory Council proposal on selecting chapter participants for ISOC delegations
WHEREAS the ISOC Chapters Advisory Council has submitted a proposal to the Board of Trustees for greater transparency in the process of selecting chapter participants for ISOC delegations and programmes; and
WHEREAS the Board supports transparent processes for member and chapter participation in delegations and programmes whenever they advance ISOC’s mission of preserving the open, global Internet; and
WHEREAS the Board also recognizes that, in some instances, the names of applicants and selection committee members should remain confidential for the privacy of the applicants or the integrity of the processes; and
WHEREAS the Board requested that staff study the Chapters Advisory Council proposals and make recommendations on implementing those proposals that advance the ISOC mission without compromising the privacy of applicants or the integrity of the processes;
RESOLVED, that the Board approves the staff recommendations and asks that these be implemented; and
FURTHER RESOLVED, that the Board asks staff to share details of these recommendations with the Chapters Advisory Council.

Resolution 2017-22: Chapters Advisory Council proposal on making all prospective candidate names public in ISOC’s general elections
WHEREAS the ISOC Chapters Advisory Council has submitted a proposal to the Board of Trustees for greater transparency in ISOC’s general elections; and
WHEREAS this year’s Nominations Committee has identified the need to review the Nomcom process, including the question of which prospective candidate names should be made public;
RESOLVED, that the board will review the Nomcom process, including but not limited to how to attract a more diverse pool of nominations, which prospective candidate names should be made public, and best practice and working methods for the Nominations Committee.

Resolution 2017-23: Chapters Advisory Council proposal on ISOC improving support for Chapters
WHEREAS the ISOC Chapters Advisory Council has submitted a proposal to the Board of Trustees for improvement of support for Chapters; and
WHEREAS the Board recognizes that support from ISOC, as well as other sources, is important to the sustainability of ISOC Chapters and the funding of local activities that further ISOC’s mission and objectives; and
WHEREAS the Board has recently demonstrated support for chapters by increasing direct funding by 139% and indirect funding by 217% since 2015, including an additional USD 520,000 in 2017 for chapter re-branding and outreach activities related to ISOC’s 25th anniversary; and
WHEREAS the Board requested that staff review the Chapters Advisory Council proposal and recommend additional ways to increase support for chapters;
RESOLVED, that the Board approves the staff recommendations and asks that these be implemented; and
FURTHER RESOLVED, that the Board asks staff to share details of these recommendations with the Chapters Advisory Council.

Resolution 2017-24:  Accept and convey actionable items for the 2017-2018 Board of Trustees.
RESOLVED, The Board of Trustees accepts as accurate the following Summary of Agreed Board Actionable Items; and
FURTHER RESOLVED that the Board of Trustees conveys this Summary of Agreed Board Actionable Items to the 2017-2018 Board of Trustees.

Summary of Agreed Board Action Items

At the close of each Internet Society board year, the outgoing Board of Trustees conveys to the incoming board a list of priorities which, based on its knowledge and experience, are crucial for the continued success of the organization.

Now at the close of its term, the 2016-2017 board conveys the following priorities to the 2017-2018 board:

I.   Continue support for the 2017 Internet Society Action Plan, including the strategic objectives of Access, Trust, strengthening the IETF, and strengthening ISOC (“ISOC Strong”);

II.  Continue support for 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 to develop these projects begun in 2016-2017:
* Fully integrate the Online Trust Alliance as an initiative to improve trust and broaden the Internet
Society’s reach;
* Leverage the findings of the Internet Futures report to inform policy debates and engage users;
* Celebrate the 25th anniversary, and use related events and campaigns to increase awareness about the Internet Society; and
* Continue board deliberations on the Future of ISOC to further define the scope of the Society’s work, and ensure that its resources are put to the most effective use.

Resolution 2017-25:  Supplemental funding for ISOC website redesign
RESOLVED, that the Board approves supplemental funding for ISOC website redesign using non-recurring PIR funds.

Resolution 2017-26: Accept the Finance Committee Report.
RESOLVED that the report of the Finance Committee is accepted.

Resolution 2017-27: Allocating the 2016 budget surplus
RESOLVED: that the Board acknowledges that a surplus of $420,000 remains from the 2016 ISOC budget, and agrees with the recommendation of staff that these funds should be earmarked for the Beyond the Net funding program.