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Board of Trustees Meeting Minutes

No. 139 (March 24-25, 2018)
Board Meeting Minutes

Minutes of Board Meeting No. 139

Author: J. Levine
Date: 2018-03-25
Committee: BOT
Document: 2018-03-25
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

24-25 March 2018, London

Board members present were:
Kathy Brown
Walid Al-Saqaf
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, Sally Wentworth, Todd Tolbert, Olaf Kolkman, Linda Klieforth, Andre Copelin, Sandy Spector, James Wood, Dan York, Howard Baggott, David Frolio (by video). Seth Payne, a contractor, provided technical support.

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 09:05 UTC on March 24, 2018.

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

Desiree recused herself from discussions of PIR.

2. Document resolutions approved by e-vote since meeting #138 – J. Levine

Resolution 2018-01: Approve the minutes of the 138th meeting of the ISOC Board
RESOLVED that the minutes of the 138th meeting of the ISOC Board of Trustees, held 18-19 November 2017 in Singapore, are approved.

Resolution 2018-02: Revision of Previous Board Resolution on Diamond Key Security Additional Funding
WHEREAS the Internet Society Board of Trustees passed Resolution 2017-60 in November 2017 to approve additional funding for Diamond Key Security to support the development of an open design of an Open Source Design Hardware Signing Module by Diamond Key Security (the “Company”); and
WHEREAS the funding was to consist of a grant in the amount of $500,000 and an unsecured loan of $1.4 million to be disbursed to the Company upon its receipt of a determination letter from the US Internal Revenue Service confirming the non-profit tax-exempt status of the Company; and
WHEREAS the Internet Society has received assurance from the Company and its attorneys that the determination letter will be received in the next 6 to 9 months and is highly likely to confirm the Company’s tax-exempt status, and
WHEREAS, after discussions with the Company, legal counsel and auditors, the Internet Society staff have recommended revising the proposed loan structure and removing the requirement that the Company receive a tax determination letter in advance of funding,
RESOLVED, that Resolution 2017-60 is hereby amended to read as follows:

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 will provide the Company with a grant of $1.9 Million, $500,000 of which will be funded from PIR non-recurring funds and the remainder to be funded from the Internet Society’s net asset reserves; and
RESOLVED, that the terms of the agreement with the Company, including terms for grants back to the Internet Society in the event the Company becomes profitable, shall be subject to approval by the CEO; and
RESOLVED, that the Board approves the appointment of Olaf Kolkman to the Board of Directors 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.

Resolution 2018-03: Approval of the 2018 IAB slate
RESOLVED, that the 2018 IAB slate consisting of the following individuals is approved:

  • Ted Hardie
  • Christian Huitema
  • Erik Nordmark
  • Melinda Shore
  • Martin Thomson
  • Brian Trammell

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

Resolution 2018-04: Appoint members of the PIR board
RESOLVED, The ISOC Board of Trustees appoints the following people to the Board of Trustees of the Public Interest Registry for terms beginning in mid-2018:

  • Narelle Clark for a term of two years
  • Jay Daley for a term of three years
  • Suzanne Woolf for a term of three years

3. Welcome to New Chapters and Special Interest Groups – G. Camarillo
PURPOSE: To welcome newly approved ISOC Chapters and Special Interest Groups.

Resolution 2018-05: 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:

  • ISOC Botswana Chapter
  • ISOC Guinea Chapter
  • ISOC Women’s Special Interest Group
  • ISOC Community Networks Special Interest Group

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

4. Report of the ISOC Nominations Committee – O. Cavalli
PURPOSE: To accept the formal report of the ISOC Nominations Committee.

Resolution 2018-06: Accept the 2018 Nominations Committee report
RESOLVED that the report of the 2018 ISOC Nominations Committee is accepted.

Moved by Richard, seconded by Desiree, approved unanimously.

5. ISOC Elections Committee Update – H. Esaki
PURPOSE: To receive an update on the ISOC Elections Committee’s progress.

6. Report of the PIR Nominations Committee – H. Pillay
PURPOSE: To accept the formal report of the PIR Nominations Committee.

Resolution 2018-07: Accept the 2018 PIR Nominations Committee report
RESOLVED that the report of the 2018 PIR Nominations Committee is accepted.

Moved by Glenn, seconded by Olga, approved unanimously.

7. Recognition of outgoing PIR Board members – G. Camarillo
PURPOSE: To recognize service provided by outgoing PIR Board members.

Resolution 2018-08: Recognition of outgoing PIR Board members
RESOLVED, that the ISOC Board of Trustees extends its gratitude to Ingrid Srinath for her service on the PIR Board from 2013 to 2018, and Hartmut Glaser for his service on the PIR Board from 2014 to 2018, and
FURTHER RESOLVED, that the ISOC Board extends a belated thank-you to Eric Burger, who served on the PIR Board from 2015 to 2017 and resigned before his term ended.

Moved by Hans Peter, seconded by Richard, approved by acclamation.

8. Report on Risk Assessment – J. Levine
PURPOSE: To receive a recent report on ISOC risk assessment.

The board recessed at 09:58 and reconvened at 10:41.

9. Report by Chapters Advisory Council – R. Hill
PURPOSE: To receive a report from the Chapters Advisory Council.

10. Update on IASA 2.0 – G. Camarillo
PURPOSE: To receive an update on the status of IASA 2.0 discussions.

11. Report by ISOC UK England Chapter – O. Crépin-Leblond, M. Shears and K. Green
PURPOSE: To learn about the local Chapter and the community it serves.

The meeting recessed for lunch at 12:22 and resumed at 13:26.

12. Presentation on ISOC’s work in Europe – F. Donck, M. Palovirta and C Ünal
PURPOSE: To acquaint Trustees with ISOC priorities and programs in Europe.

The meeting recessed from 14:44 to 15:01.

13. Report on ISOC compliance with GDPR – T. Tolbert, D. Frolio
PURPOSE: To receive a report on ISOC’s work to comply with General Data Protection Regulations.

14. WHOIS – S. Wentworth
PURPOSE: To discuss issues related to WHOIS and determine what, if any, role is appropriate for the Internet Society.

The board moved to Closed Executive Session at 15:37.

15. Policy Development Update – S. Wentworth
PURPOSE: To receive an update on ISOC’s policy development process.

16. PIR Report – R. Gaetano & B. Cute
PURPOSE: To receive a report on 2017 performance and other PIR business matters.

The meeting recessed for the day at 17:35.

The meeting resumed in open to observers session at 08:05 UTC on March 25, 2018.

17. Introduction – G. Camarillo

Gonzalo noted that written reports to the board were received from the Chairs of the IETF, IAB, IAOC and the Organization Members Advisory Council.

18. Report on Campaigns and Projects – K. Brown, J. Wood, R. Echeberria, S. Wentworth, O. Kolkman and T. Tolbert
PURPOSE: To receive an update on campaigns and projects approved in the 2018 Plan.

19. Report on Regional Bureaus – R. Echeberria
PURPOSE: To receive an update on efforts to strengthen ISOC’s regional bureaus.

The meeting recessed from 09:25 to 09:56.

20. Organization Membership 2.0 – T. Tolbert
PURPOSE: To agree on changes to Organization Membership structure, benefits, plan and timetable for implementation.

21. Any Other Business

Resolution 2018-09: Policy Development Process
WHEREAS the Internet Society engages in policy development in support of an open, globally-connected, secure, and trustworthy Internet, and,
WHEREAS the Internet Society is committed to an open, transparent and inclusive process in constructing its policy positions, and
WHEREAS the Internet Society staff, at the request of the Board of Trustees, has documented its policy development process in the document “Policy Development Framework” which will serve as guidelines for community engagement.
RESOLVED that the Board of Trustees supports the Policy Development Framework documented by Staff and applauds and encourages ongoing engagement with the wider ISOC community, and requests that the staff, with input from the community, periodically update and republish the document.

Moved by Walid, seconded by Hiroshi. Approved by roll call vote, unanimously.

Désirée Miloshevic Y
Glenn McKnight Y
Richard Barnes Y
Hans-Peter Dittler Y
Walid Al-Saqaf Y
Sean Turner Y
Gonzalo Camarillo Y
John Levine Y
Harish Pillay Y
Alice Munyua Y
Hiroshi Esaki Y
Olga Cavalli Y

The meeting entered closed executive session at 10:03.

22. Donor funding mechanisms: Initial thoughts on Foundation and Innovation Fund
PURPOSE: Overview of proposed Foundation structure – K. Brown, S Spector
Report on proposed criteria for technical grants – O. Kolkman

Kathy left the meeting at 10:45.

The board entered open to observers session at 11:16.

Resolution 2018-10: Policies and Procedures of the ISOC Foundation
WHEREAS, the Board previously approved the formation of the Internet Society Foundation (the “Foundation”) and its application for tax exemption; and
WHEREAS, the application for tax exemption is currently under review by the Internal Revenue Service; and
WHEREAS, the senior management has today delivered a presentation to the Board outlining the governance, legal requirements, proposed grant programs and grant funding principles that would govern the operation of the Foundation; and
WHEREAS, the presentation included the proposal (i) that the Foundation fund programs and projects administered by non-profit organizations to advance the Internet Society’s mission; and (ii) that the Foundation shall establish structured grant programs to support specific areas within the mission of the Foundation; and
WHEREAS, the presentation included the proposal that during the current year the Foundation actively develop grant programs in the following areas: chapter community; community capacity building; technology and policy development research; innovation and disaster response and recovery; and
WHEREAS, during the Board’s discussion of this topic, the Board noted that the IETF has initiated a review that may result in the establishment of an additional area of funding,
NOW, BE IT RESOLVED that the Board hereby expresses its support for the principles contained in such presentation and the foregoing “Whereas” clauses and further instructs the senior management to continue to develop the policies and procedures to govern the operation of the Foundation in a manner consistent with such principles.

Moved by Desiree, seconded by Richard. Approved by roll call vote, unanimously.

Désirée Miloshevic Y
Glenn McKnight Y
Richard Barnes Y
Hans-Peter Dittler Y
Walid Al-Saqaf Y
Sean Turner Y
Gonzalo Camarillo Y
John Levine Y
Harish Pillay Y
Alice Munyua Y
Hiroshi Esaki Y
Olga Cavalli Y

23. Adjournment

The meeting adjourned at 11:19.

________________________

Summary of Resolutions

Resolution 2018-01: Approve the minutes of the 138th meeting of the ISOC Board
RESOLVED that the minutes of the 138th meeting of the ISOC Board of Trustees, held 18-19 November 2017 in Singapore, are approved.

Resolution 2018-02: Revision of Previous Board Resolution on Diamond Key Security Additional Funding
WHEREAS the Internet Society Board of Trustees passed Resolution 2017-60 in November 2017 to approve additional funding for Diamond Key Security to support the development of an open design of an Open Source Design Hardware Signing Module by Diamond Key Security (the “Company”); and
WHEREAS the funding was to consist of a grant in the amount of $500,000 and an unsecured loan of $1.4 million to be disbursed to the Company upon its receipt of a determination letter from the US Internal Revenue Service confirming the non-profit tax-exempt status of the Company; and
WHEREAS the Internet Society has received assurance from the Company and its attorneys that the determination letter will be received in the next 6 to 9 months and is highly likely to confirm the Company’s tax-exempt status, and
WHEREAS, after discussions with the Company, legal counsel and auditors, the Internet Society staff have recommended revising the proposed loan structure and removing the requirement that the Company receive a tax determination letter in advance of funding,
RESOLVED, that Resolution 2017-60 is hereby amended to read as follows:

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 will provide the Company with a grant of $1.9 Million, $500,000 of which will be funded from PIR non-recurring funds and the remainder to be funded from the Internet Society’s net asset reserves; and
RESOLVED, that the terms of the agreement with the Company, including terms for grants back to the Internet Society in the event the Company becomes profitable, shall be subject to approval by the CEO; and
RESOLVED, that the Board approves the appointment of Olaf Kolkman to the Board of Directors 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.

Resolution 2018-03: Approval of the 2018 IAB slate
RESOLVED, that the 2018 IAB slate consisting of the following individuals is approved:

  • Ted Hardie
  • Christian Huitema
  • Erik Nordmark
  • Melinda Shore
  • Martin Thomson
  • Brian Trammell

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

Resolution 2018-04: Appoint members of the PIR board
RESOLVED, The ISOC Board of Trustees appoints the following people to the Board of Trustees of the Public Interest Registry for terms beginning in mid-2018:

  • Narelle Clark for a term of two years
  • Jay Daley for a term of three years
  • Suzanne Woolf for a term of three years

Resolution 2018-05: 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:

  • ISOC Botswana Chapter
  • ISOC Guinea Chapter
  • ISOC Women’s Special Interest Group
  • ISOC Community Networks Special Interest Group

Resolution 2018-06: Accept the 2018 Nominations Committee report
RESOLVED that the report of the 2018 ISOC Nominations Committee is accepted.

Resolution 2018-07: Accept the 2018 PIR Nominations Committee report
RESOLVED that the report of the 2018 PIR Nominations Committee is accepted.

Resolution 2018-08: Recognition of outgoing PIR Board members
RESOLVED, that the ISOC Board of Trustees extends its gratitude to Ingrid Srinath for her service on the PIR Board from 2013 to 2018, and Hartmut Glaser for his service on the PIR Board from 2014 to 2018, and
FURTHER RESOLVED, that the ISOC Board extends a belated thank-you to Eric Burger, who served on the PIR Board from 2015 to 2017 and resigned before his term ended.

Resolution 2018-09: Policy Development Process
WHEREAS the Internet Society engages in policy development in support of an open, globally-connected, secure, and trustworthy Internet, and,
WHEREAS the Internet Society is committed to an open, transparent and inclusive process in constructing its policy positions, and
WHEREAS the Internet Society staff, at the request of the Board of Trustees, has documented its policy development process in the document “Policy Development Framework” which will serve as guidelines for community engagement.
RESOLVED that the Board of Trustees supports the Policy Development Framework documented by Staff and applauds and encourages ongoing engagement with the wider ISOC community, and requests that the staff, with input from the community, periodically update and republish the document.

Resolution 2018-10: Policies and Procedures of the ISOC Foundation
WHEREAS, the Board previously approved the formation of the Internet Society Foundation (the “Foundation”) and its application for tax exemption; and
WHEREAS, the application for tax exemption is currently under review by the Internal Revenue Service; and
WHEREAS, the senior management has today delivered a presentation to the Board outlining the governance, legal requirements, proposed grant programs and grant funding principles that would govern the operation of the Foundation; and
WHEREAS, the presentation included the proposal (i) that the Foundation fund programs and projects administered by non-profit organizations to advance the Internet Society’s mission; and (ii) that the Foundation shall establish structured grant programs to support specific areas within the mission of the Foundation; and
WHEREAS, the presentation included the proposal that during the current year the Foundation actively develop grant programs in the following areas: chapter community; community capacity building; technology and policy development research; innovation and disaster response and recovery; and
WHEREAS, during the Board’s discussion of this topic, the Board noted that the IETF has initiated a review that may result in the establishment of an additional area of funding,
NOW, BE IT RESOLVED that the Board hereby expresses its support for the principles contained in such presentation and the foregoing “Whereas” clauses and further instructs the senior management to continue to develop the policies and procedures to govern the operation of the Foundation in a manner consistent with such principles.