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Board of Trustees Meeting Minutes

No. 137 (June 3-4, 2017)
Board Meeting Minutes

Minutes of Board Meeting No. 137

Author: J. Levine
Date: 2017-06-04
Committee: BOT
Document: 2017-06-04
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

3-4 June 2017, Nairobi, Kenya

Board members present were:
Kathy Brown
Walid Al-Saqaf
Richard Barnes
Gonzalo Camarillo
Olga Cavalli (by video teleconference)
Glenn McKnight
Hiroshi Esaki
John Levine
Harish Pillay
Sean Turner (by video teleconference)
Hans-Peter Dittler
Désirée Miloshevic
Alice Munyua

Staff members present: Kevin Craemer, Raúl Echeberría, Sandy Spector, Nicole Armstrong, Dan York, James Wood, Ayesha Hassan, Seth Payne.

Former trustee present: Gihan Dias.

1.  Opening of ISOC Annual General Meeting – K. Brown
Kathy opened the meeting on 3 June at 06:05 UTC in open to observers session.

Per the Procedure for Conducting Election of Officers of the Board, the President opened the meeting and preside over the election of the Chair of the Board. Immediately following the election of Chair of the Board, the elected Chair assumed office and presided over the remainder of the meeting.

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

Gonzalo was nominated, and offered remarks to the board on his plans for the Society.

At 06:09, the board entered Closed Executive Session, and discussed the candidate.

At 06:17 the Board resumed Open to Observers Session.

The vote was 12 for Gonzalo, and Gonzalo was re-elected as Chair.  He took the chair of the meeting.

3.  Welcome, Apologies and Declaration of Conflicts – G. Camarillo

Désirée recused herself from discussions about 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 nominated for President.  The vote was 12 for Kathy, and she was re-elected as President.

Election of the Secretary

John was nominated for Secretary.  The vote was 12 for John, and he was re-elected as Secretary.

Election of the Treasurer

Sean was nominated for Treasurer.  The vote was 12 for Sean, and he was re-elected as Treasurer.

5.  Approve the minutes of the 136th meeting of the Board of Trustees – G. Camarillo

Resolution 2017-28: Approval of the Minutes of Board Meeting 136
RESOLVED, that the minutes of Meeting 136 of Internet Society Board of Trustees held by video conference May 24, 2017 are approved.

Moved by Harish, seconded by Désirée, approved unanimously.

6.  Action items from the 2016-2017 Board – G. Camarillo
PURPOSE: Accept summary of agreed Board action items from the 2016-2017 Board of Trustees.

Resolution 2017-29: Accept the Summary of Agreed Board Action Items from the 2016-2017 Board of Trustees.
RESOLVED: The ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2016-2017 Board of Trustees.

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

7.  Recognition of Outgoing Trustee – G. Camarillo
PURPOSE: Express appreciation to outgoing Trustee Gihan Dias for his service to the Board.

Resolution 2017-30: Recognition of outgoing Trustee Gihan Dias.
RESOLVED, that the board thanks Gihan Dias for his dedication and outstanding service to the Internet Society as a member of the Board of Trustees from 2014 to 2017.

Moved by Walid, seconded by Harish, approved by acclamation.

8.  Welcome to New Chapter

The board, after discussion with Raúl, agreed to postpone consideration of the proposed Illinois chapter to a subsequent meeting.

The meeting recessed at 07:16 and resumed at 07:34.

9.  Board Committees and Charters – G. Camarillo
PURPOSE: Review the committees of the Board and their charters.

Resolution 2017-31: Revision of Committee Charters
RESOLVED, that the revised committee charters as proposed are accepted.

Moved by Richard, seconded by Harish, approved unanimously.

10. ISOC Nominations Committee Recommendations – A. Munyua
PURPOSE: To review the Nomcom process.

Alice led a review of the Nomcom report and its recommendations.  No resolution needed.

11. Update on Future of the Internet project – S. Wentworth
PURPOSE: Provide an update on the Future of the Internet project

Sally provided the update.  No resolution needed.

The meeting recessed for lunch at 9:22.

The meeting resumed at 10:19 in closed executive session

Désirée left the meeting.

12. PIR Report – Roberto Gaetano, Brian Cute
PURPOSE: To receive an update on PIR.

At 11:03 the board resumed in session open to observers.

Greg Kapfer, Alissa Cooper, and Leslie Daigle joined the meeting.

Désirée rejoined the meeting.

13. IETF Chair’s Report – Alissa Cooper
PURPOSE: To receive an update on the IETF, including reforming the IETF Administrative Support Activity (“IASA 2.0”).

No motion needed.

14. IAOC Chair’s Report – Leslie Daigle
PURPOSE: To receive an update on the IAOC.

No motion needed.

15. Review of 2017-2018 Board meeting dates – G. Camarillo
PURPOSE: Review calendar of Board meetings for 2017-2018.

No resolution needed.

The meeting recessed at 11:52 and resumed at 12:06.

16. Presentation on ISOC’s work in Africa – Africa Bureau Staff
PURPOSE: Acquaint Trustees with ISOC priorities and programs in Africa.

No resolution needed.

Open forum session.

17. ISOC Board Open Forum – G. Camarillo
Time set aside for ISOC community members to ask questions and offer comments — in person, or in zoom — to the Board.

Dave Burstein asked several questions.

Mark Buell of ISOC spoke about network neutrality in the U.S.

Eng. Martin Obuya, president of the ISOC Kenya chapter made comments.

Nicole Armstrong of ISOC described plans for the twenty-fifth anniversary events.

The meeting recessed for the day at 14:00.

The meeting resumed on 4 June at 06:03 UTC.

Session open to observers

18. IAB Chair’s Report – Ted Hardie
PURPOSE: To receive an update on IAB liaison relationships and an upcoming workshop relating to ITU-T and DOA.

No resolution needed.

19. President & CEO Reports – K. Brown & Senior Staff
PURPOSE: To receive updates from the CEO and Senior Staff

Overview – K. Brown
Updates on Access Objective – R. Echeberria
Updates on Trust Objective – O. Kolkman
Financial Update – S. Spector
Revised Chapters Agreement – R. Echeberria

Kathy, Raúl, and Sandy provided updates.  No resolution needed.

The meeting recessed at 08:17 and resumed at 08:36.

19a. President & CEO Reports – Continued

25th Anniversary – A. Hassan and N. Armstrong
Applying our Identity: Becoming a Stronger Voice – J.Wood & D. York

Ayesha, Nicole, and James provided updates.  No resolution needed.

The meeting recessed for lunch at 09:38 and resumed at 10:35.

19b. President & CEO Reports – Continued

Applying our Identity: Becoming a Stronger Voice – J.Wood & D. York

James and Dan provided updates.  No resolution needed.

The board entered closed executive session at 11:01.

19c. President & CEO Reports – Continued

Tim Hoswitchka and Todd Tolbert provided financial updates.

The board resumed in session open to observers at 11:15.

20. Appointment of the ISOC Board Liaison to IETF Nominations Committee – G. Camarillo
PURPOSE: Appoint the ISOC Board Liaison to IETF Nominations Committee.

Resolution 2017-32: Appoint a liaison to the IETF nominations committee.
RESOLVED, that the ISOC Board appoints Sean Turner as ISOC Board Liaison to the IETF Nominations Committee for the 2017-2018 term.

Moved by Richard, seconded by Alice.  Approved unanimously.

21. Annual Appointment of Committee Chairs and Members – G. Camarillo
PURPOSE: Appoint chairs and members of committees of the Board

(i). Appoint the chair and members of the Executive Committee

Resolution 2017-33: Appoint the Executive Committee
RESOLVED, that the Board creates an Executive Committee and appoints Hans-Peter Dittler as member of the Executive Committee, along with Kathy Brown (President & CEO), Sean Turner (Treasurer), John Levine (Secretary) and Gonzalo Camarillo (Chair of the Board) who serves as chair of the committee.

Moved by Harish, seconded by Glenn. Approved unanimously.

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

Resolution 2017-34: Appoint the chair of the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints John Levine as chair and Hiroshi Esaki and Harish Pillay as members of the committee.

Moved by Walid, seconded by Desiree. Approved unanimously.

(iii). Appoint the chair and members of the Finance Committee

Resolution 2017-35: Appoint the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints Richard Barnes, Gonzalo Camarillo, Olga Cavalli, Hans-Peter Dittler, and Désirée Miloshevic as members of the committee, along with Kathy Brown (President), and Sean Turner (Treasurer) who serves as chair of the committee.

Moved by Hiroshi, seconded by Alice.  Approved unanimously.

(iv). Appoint the chair and members of the Compensation Committee

Resolution 2017-36: Appoint the Compensation Committee
RESOLVED, that the Board creates a Compensation Committee and appoints Richard Barnes, John Levine, Désirée Miloshevic, and Alice Munyua as members of the committee, along with Gonzalo Camarillo (Chair of the Board) who serves as chair of the committee.

Moved by Hiroshi, seconded by Harish.  Approved unanimously.

(v). Appoint the chair of the Nominations Committee

Resolution 2017-37: Appoint the chair of the Nominations Committee
RESOLVED, that the Board creates a Nominations Committee and appoints Olga Cavalli as chair of the committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.

Moved by Alice, seconded by Walid.  Approved unanimously.

(vi). Appoint the chair of the Elections Committee

Resolution 2017-38: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates an Elections Committee and appoints Hiroshi Esaki as chair of the committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.

Moved by Désirée, seconded by Harish.  Approved unanimously.

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

Resolution 2017-39: Appoint the chair and members of the Governance Committee
RESOLVED, that the Board creates a Governance Committee and appoints Hans-Peter Dittler as chair of the committee, and Walid Al-Saqaf, Richard Barnes, Glenn McKnight, Désirée Miloshevic, and Alice Munyua as members. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.

Moved by Harish, seconded by Glenn.  Approved unanimously.

22. Chapter Advisory Council Update – Avri Doria
PURPOSE: To receive a report from the Chapters Advisory Council.

Avri presented the report.

23. Review of plans for July Board retreat – G. Camarillo and D. Miloshevic
PURPOSE: To receive an update on plans for the retreat.

Désirée presented the current retreat plans.

24. Adjournment of Annual General Meeting

Moved by Gonzalo, seconded by Désirée, approved unanimously.

The meeting adjourned at 12:05 UTC.

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Summary of Resolutions

Resolution 2017-28: Approval of the Minutes of Board Meeting 136
RESOLVED, that the minutes of Meeting 136 of Internet Society Board of Trustees held by video conference May 24, 2017 are approved.

Resolution 2017-29: Accept the Summary of Agreed Board Action Items from the 2016-2017 Board of Trustees.
RESOLVED: The ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 20162017 Board of Trustees.

Resolution 2017-30: Recognition of outgoing Trustee Gihan Dias
RESOLVED, that the board thanks Gihan Dias for his dedication and outstanding service to the Internet Society as a member of the Board of Trustees from 2014 to 2017.

Resolution 2017-31: Revision of Committee Charters
RESOLVED, that the revised committee charters as proposed are accepted.

Resolution 2017-32: Appoint a liaison to the IETF nominations committee.
RESOLVED, that the ISOC Board appoints Sean Turner as ISOC Board Liaison to the IETF nominations Committee for the 2017-2018 term.

Resolution 2017-33: Appoint the chair and members of the Executive Committee
RESOLVED, that the Board creates an Executive Committee and appoints Hans-Peter Dittler as member of the Executive Committee, along with Kathy Brown (President & CEO), Sean Turner (Treasurer), John Levine (Secretary) and Gonzalo Camarillo (Chair of the Board) who serves as chair of the committee.

Resolution 2017-34: Appoint the chair and members of the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints John Levine as chair and Hiroshi Esaki and Harish Pillay as members of the committee.

Resolution 2017-35: Appoint the chair and members of the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints Richard Barnes, Gonzalo Camarillo, Olga Cavalli, Hans-Peter Dittler, and Désirée Miloshevic as members of the committee, along with Kathy Brown (President), and Sean Turner (Treasurer) who serves as chair of the committee.

Resolution 2017-36: Appoint the chair and members of the Compensation Committee
RESOLVED, that the Board creates a Compensation Committee and appoints Richard Barnes, John Levine, Désirée Miloshevic, and Alice as members of the committee, along with Gonzalo Camarillo (Chair of the Board) who serves as chair of the committee.

Resolution 2017-37: Appoint the chair of the Nominations Committee
RESOLVED, that the Board creates a Nominations Committee and appoints Olga Cavalli as chair of the committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.

Resolution 2017-38: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates an Elections Committee and appoints Hiroshi Esaki as chair of the committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.

Resolution 2017-39: Appoint the chair and members of the Governance Committee
RESOLVED, that the Board creates a Governance Committee and appoints Hans-Peter Dittler as chair of the committee, and Walid Al-Saqaf, Richard Barnes, Glenn McKnight, Désirée Miloshevic, and Alice Munyua as members. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.