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Board of Trustees Meeting Minutes

No. 138 (November 18-19, 2017)
Board Meeting Minutes

Minutes of Board Meeting No. 138

Author: J. Levine
Date: 2017-11-19
Committee: BOT
Document: 2017-11-19
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

18-19 November 2017, Singapore

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

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

Session types:

  • Closed executive session: board members only.
  • Open to observers session: local and remote attendees are welcome to listen in.

The meeting opened in open to observers session at 05:05 UTC on November 18, 2017.

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

No conflicts were declared.

2. Document resolutions approved by e-vote since board meeting #137

The following resolutions, having already been approved, were entered into the minutes.

Resolution 2017-46: Authorize creation of the Internet Society Foundation
RESOLVED, that the Internet Society Board of Trustees approves the formation a new nonprofit corporation under the laws of the District of Columbia, to be named Internet Society Foundation (the “ISOC Foundation”); and
FURTHER RESOLVED, that the senior management of ISOC is authorized and directed to file an application for tax exemption for the ISOC Foundation with the IRS; and
FURTHER RESOLVED, that the senior management is authorized and directed to take such other actions as may be reasonable or appropriate to prepare the ISOC Foundation to engage in such activities in furtherance of ISOC’s mission and purpose as the ISOC Board may approve.

Resolution 2017-47: Appoint members of the 2017-2018 ISOC Nominations Committee
RESOLVED that Tom Walsh, Glenn Deen, Russ White, Nadira Alaraj, Barrack Otieno, Maryleana Mendez, Glenn McKnight, Desiree Miloshevic, Harish Pillay, Sean Turner, and Olga Cavalli are appointed as members of the 2017-2018 ISOC Nominations Committee chaired by Olga Cavalli. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.

Resolution 2017-48: Approve ISOC-PIR Operating Procedure
WHEREAS, ISOC is the sole member of Public Interest Registry (“PIR”) and PIR is a supporting organization to ISOC; and
WHEREAS, ISOC and PIR have engaged in a dialogue to better define the way in which the two organizations relate to each other; and
WHEREAS, the management teams of ISOC and PIR have documented such discussion in the document entitled: The Internet Society and Public Interest Registry: A Shared Goal of Promoting the Public Interest through Support of the Internet (the “ISOC-PIR Operating Procedures”); and
WHEREAS, the ISOC-PIR Operating Procedures describes the roles and responsibilities of each organization, as well as the process for ISOC to consider and approve PIR’s annual budget,
NOW THEREFORE, the Board hereby approves the ISOC-PIR Operating Procedures in the form presented to the Internet Society Board of Trustees.

Resolution 2017-49: Approve PIR 2018 budget
RESOLVED, that the Board hereby approves the 2018 budget of the Public Interest Registry, as presented.

3. Welcome to New Chapters and Special Interest Groups – G. Camarillo

Resolution 2017-50: Welcome new Chapters and Special Interest Groups
RESOLVED, that the ISOC Board of Trustees warmly welcomes the following new Internet Society Chapters and Special Interest Groups, which have been chartered and approved since the last board meeting:

Dominica Chapter
Guyana Chapter
Illinois Chapter
Mumbai Chapter
Namibia Chapter
Saint Vincent and The Grenadines Chapter
US New Mexico Chapter
Cybersecurity Special Interest Group
Internet of Things Special Interest Group

Approved by acclamation.

4. Nominations Committee Report – O. Cavalli

Olga presented the report on the Nominations Committee’s progress.

5. Governance Committee Report – H.P. Dittler

Hans-Peter presented the report.

Resolution 2017-51: Approve Governance Committee guidance to the Nominations Committee.
RESOLVED that the ISOC Board of Trustees approves the Governance Committee Guidance, as presented, to the 2017-2018 Nominations Committee.

Moved by Hans-Peter, seconded by Olga. Approved unanimously.

The board informally discussed board remuneration and the travel policy.

6. Approval of Amendment to Audit Committee Charter – J. Levine

Resolution 2017-52: Amendment to Audit Committee Charter
RESOLVED, that the Board approves an amendment to the Audit Committee Charter, as presented, which states that the Committee shall exercise oversight over a Compliance Committee composed of ISOC senior management.

Moved by John, second by Richard, approved unanimously.

7. Approval of Execution of PIR Contracts – G. Camarillo

Resolution 2017-53: Approve PIR additional contracts
RESOLVED, that the Board hereby approves additional contracts between PIR and Afilias, as presented, for a term of one year.

Moved by John, seconded by Harish. Approved 11-0-1.

Harish Yes
Olga Yes
Richard Yes
Desiree Abstain
John Yes
Gonzalo Yes
Sean Yes
Hiroshi Yes
Alice Yes
Hans-Peter Yes
Glenn Yes
Walid Yes

The meeting recessed at 05:53 UTC and resumed at 06:20.

8. Report by ISOC Singapore Chapter — Bryan Tan and Chapter Members

Members of the chapter reported on their activities.

The meeting recessed at 06:47 UTC and resumed at 07:21.

9. Presentation on ISOC’s work in Asia and the Pacific — APAC Bureau Staff

Bureau staff described ISOC priorities and programs in Asia and the Pacific.

10. PIR Nominations Committee Report – H. Pillay

Harish presented the report and proposed schedule for nominations.

The board entered closed executive session at 08:58 UTC.

The meeting recessed until the next day at 09:05 UTC.

Sunday, 19 November

The meeting resumed at 01:05 UTC in open to observers session.

11. Introduction – G. Camarillo

12. Overview of Internet Society 2018 Plan – K. Brown and Senior Staff

James Wood and others presented the plan.

The board entered Closed Executive Session at 02:34 UTC.

13. Overview of Internet Society 2018 Budget – K. Brown and S. Spector

The CEO and CFO presented highlights of the 2018 budget.

The board resumed Open to Observers Session at 04:01 UTC.

14. Finance Committee report on 2018 Budget Proposal – S. Turner

Sean presented the report of the Finance Committee.

15. Approve the Internet Society 2018 Plan and 2018 Budget – G. Camarillo

Resolution 2017-54: Approve the Internet Society 2018 Plan and 2018 budget.
RESOLVED, that the Board approves the Internet Society 2018 Plan and 2018 Budget as documented in the 2018 Plan submission.

Moved by Alice, seconded by Hans-Peter, passed 11-0-1.

Walid Yes
Glenn Yes
Hans-Peter Yes
Alice Yes
Hiroshi Yes
Sean Yes
Gonzalo Yes
John Yes
Desiree Abstain
Richard Yes
Olga Yes
Harish Yes

16. Approve funding for Beyond the Net program

Resolution 2017-55: Approve additional funding for the Beyond the Net program
RESOLVED, that the Board approves additional funding of $500,000 for the Beyond the Net program using non-recurring PIR funds.

Moved by Olga, seconded by Glenn, approved unanimously.

17. Approve funding for Internet Society branding

Resolution 2017-56: Approve additional funding for Internet Society branding.
RESOLVED, that the Board approves the expenditure of $725,000 to fund continued work on Internet Society branding using non-recurring PIR funds.

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

18. Approve funding for Enhancing Technology for the Internet Society

Resolution 2017-57: Approve additional funding for ISOC technology enhancements.
RESOLVED, that the Board approves the expenditure of $550,000 for ISOC technology enhancements using non-recurring PIR funds.

Moved by Harish, seconded by Richard, approved unanimously.

19. Multistakeholder Project

Resolution 2017-58: Approve funding for the Multistakeholder Project.
RESOLVED, that the Board approves the expenditure of $825,000 to fund the Multistakeholder Project using non-recurring PIR funds.

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

The meeting recessed at 04:14 UTC for lunch, and resumed in closed session at 05:14.

20. Three-year Framework for ISOC – K. Brown

Kathy described the framework.

21. Discussion of updates to ISOC’s Mission Statement – G. Camarillo

The board discussed the mission statement.

The meeting recessed at 06:42 UTC and resumed at 06:57.

Resume Open to Observers Session

22. Approval of updates to ISOC’s Mission Statement – G. Camarillo

Resolution 2017-59: Approve the ISOC Mission Statement
RESOLVED, that the Society’s Mission Statement is:

The Internet Society supports and promotes the development of the Internet as a global technical infrastructure, a resource to enrich people’s lives, and a force for good in society.

Our work aligns with our goals for the Internet to be open, globally-connected, secure, and trustworthy. We seek collaboration with all who share these goals.

Together, we focus on:

  • Building and supporting the communities that make the Internet work;
  • Advancing the development and application of Internet infrastructure, technologies, and open standards; and
  • Advocating for policy that is consistent with our view of the Internet.

Moved by Sean, seconded by Alice, approved 11-0-1.

Walid Yes
Glenn Yes
Hans-Peter Yes
Alice Yes
Hiroshi Yes
Sean Yes
Gonzalo Yes
John Abstain
Desiree Yes
Richard Yes
Olga Yes
Harish Yes

23. Diamond Key Security Funding Proposal – G. Camarillo

Resolution 2017-60: Approve additional funding for Diamond Key Security
WHEREAS, the Internet Society desires to support the development of an open design of an Open Source Design Hardware Signing Module by Diamond Key Security (the “Company”);
RESOLVED, that the Internet Society staff is authorized and directed to negotiate an agreement with the Company pursuant to which the Internet Society would provide the Company with a grant in the amount of $500,000 from the non-recurring PIR funds; and an unsecured loan of $1.4 Million with a term of seven years; and
FURTHER RESOLVED, that the size and terms of the loan and the grant shall be subject to approval by the CEO; and
FURTHER RESOLVED, that the Board approves the appointment of Olaf Kolkman to the Board of Directors of the Company; and
FURTHER RESOLVED, that grant and the loan between the Internet Society and the Company shall be contingent on the Company’s receipt of a determination letter from the Internal Revenue Service confirming the non-profit tax-exempt status of the Company; and
FURTHER RESOLVED, that the senior management of the Internet Society shall periodically report to the Board on the progress of the business of the Company.

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

24. Any Other Business – G. Camarillo

There was no other business.

25. Adjournment of Board Meeting #138

The meeting adjourned at 07:05 UTC.

_____________________

Summary of Resolutions

Resolution 2017-46: Authorize creation of the Internet Society Foundation
RESOLVED, that the Internet Society Board of Trustees approves the formation a new nonprofit corporation under the laws of the District of Columbia, to be named Internet Society Foundation (the “ISOC Foundation”); and
FURTHER RESOLVED, that the senior management of ISOC is authorized and directed to file an application for tax exemption for the ISOC Foundation with the IRS; and
FURTHER RESOLVED, that the senior management is authorized and directed to take such other actions as may be reasonable or appropriate to prepare the ISOC Foundation to engage in such activities in furtherance of ISOC’s mission and purpose as the ISOC Board may approve.

Resolution 2017-47: Appoint members of the 2017-2018 ISOC Nominations Committee
RESOLVED that Tom Walsh, Glenn Deen, Russ White, Nadira Alaraj, Barrack Otieno, Maryleana Mendez, Glenn McKnight, Desiree Miloshevic, Harish Pillay, Sean Turner, and Olga Cavalli are appointed as members of the 2017-2018 ISOC Nominations Committee chaired by Olga Cavalli. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.

Resolution 2017-48: Approve ISOC-PIR Operating Procedure
WHEREAS, ISOC is the sole member of Public Interest Registry (“PIR”) and PIR is a supporting organization to ISOC; and
WHEREAS, ISOC and PIR have engaged in a dialogue to better define the way in which the two organizations relate to each other; and
WHEREAS, the management teams of ISOC and PIR have documented such discussion in the document entitled: The Internet Society and Public Interest Registry: A Shared Goal of Promoting the Public Interest through Support of the Internet (the “ISOC-PIR Operating Procedures”); and
WHEREAS, the ISOC-PIR Operating Procedures describes the roles and responsibilities of each organization, as well as the process for ISOC to consider and approve PIR’s annual budget,
NOW THEREFORE, the Board hereby approves the ISOC-PIR Operating Procedures in the form presented to the Internet Society Board of Trustees.

Resolution 2017-49: Approve PIR 2018 budget
RESOLVED, that the Board hereby approves the 2018 budget of the Public Interest Registry, as presented.

Resolution 2017-50: Welcome new Chapters and Special Interest Groups
RESOLVED, that the ISOC Board of Trustees warmly welcomes the following new Internet Society Chapters and Special Interest Groups, which have been chartered and approved since the last board meeting:

Dominica Chapter
Guyana Chapter
Illinois Chapter
Mumbai Chapter
Namibia Chapter
Saint Vincent and The Grenadines Chapter
US New Mexico Chapter
Cybersecurity Special Interest Group
Internet of Things Special Interest Group

Resolution 2017-51: Approve Governance Committee guidance to the Nominations Committee.
RESOLVED that the ISOC Board of Trustees approves the Governance Committee Guidance, as presented, to the 2017-2018 Nominations Committee.

Resolution 2017-52: Amendment to Audit Committee Charter
RESOLVED, that the Board approves an amendment to the Audit Committee Charter, as presented, which states that the Committee shall exercise oversight over a Compliance Committee composed of ISOC senior management.

Resolution 2017-53: Approve PIR additional contracts
RESOLVED, that the Board hereby approves additional contracts between PIR and Afilias, as presented, for a term of one year.

Resolution 2017-54: Approve the Internet Society 2018 Plan and 2018 budget.
RESOLVED, that the Board approves the Internet Society 2018 Plan and 2018 Budget as documented in the 2018 Plan submission.

Resolution 2017-55: Approve additional funding for the Beyond the Net program
RESOLVED, that the Board approves additional funding of $500,000 for the Beyond the Net program using non-recurring PIR funds.

Resolution 2017-56: Approve additional funding for Internet Society branding.
RESOLVED, that the Board approves the expenditure of $725,000 to fund continued work on Internet Society branding using non-recurring PIR funds.

Resolution 2017-57: Approve additional funding for ISOC technology enhancements.
RESOLVED, that the Board approves the expenditure of $550,000 for ISOC technology enhancements using non-recurring PIR funds.

Resolution 2017-58: Approve funding for the Multistakeholder Project.
RESOLVED, that the Board approves the expenditure of $825,000 to fund the Multistakeholder Project using non-recurring PIR funds.

Resolution 2017-59: Approve the ISOC Mission Statement
RESOLVED, that the Society’s Mission Statement is:

The Internet Society supports and promotes the development of the Internet as a global technical infrastructure, a resource to enrich people’s lives, and a force for good in society.

Our work aligns with our goals for the Internet to be open, globally-connected, secure, and trustworthy. We seek collaboration with all who share these goals.

Together, we focus on:

  • Building and supporting the communities that make the Internet work;
  • Advancing the development and application of Internet infrastructure, technologies, and open standards; and
  • Advocating for policy that is consistent with our view of the Internet.

Resolution 2017-60: Approve additional funding for Diamond Key Security
WHEREAS, the Internet Society desires to support the development of an open design of an Open Source Design Hardware Signing Module by Diamond Key Security (the “Company”);
RESOLVED, that the Internet Society staff is authorized and directed to negotiate an agreement with the Company pursuant to which the Internet Society would provide the Company with a grant in the amount of $500,000 from the non-recurring PIR funds; and an unsecured loan of $1.4 Million with a term of seven years; and
FURTHER RESOLVED, that the size and terms of the loan and the grant shall be subject to approval by the CEO; and
FURTHER RESOLVED, that the Board approves the appointment of Olaf Kolkman to the Board of Directors of the Company; and
FURTHER RESOLVED, that grant and the loan between the Internet Society and the Company shall be contingent on the Company’s receipt of a determination letter from the Internal Revenue Service confirming the non-profit tax-exempt status of the Company; and
FURTHER RESOLVED, that the senior management of the Internet Society shall periodically report to the Board on the progress of the business of the Company.