Minutes of Board Meeting No. 141

Author: J. Levine
Date: 2018-07-01
Committee: BOT
Document: 2018-07-01
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

Annual General Meeting
30 June – 1 July 2018
Hilton Panama
Panama City, Panama

Guide to Board of Trustees session types:

Closed executive session: board members only.
Open to observers session: local and remote attendees are welcome to listen in.
Open forum session: local and remote attendees are welcome to ask questions (none scheduled for this meeting).

Kathy opened the meeting on 30 June 2018 at 1403 UTC, in open to observers session.

Board members present were:

Désirée Miloshevic
Glenn McKnight
Gonzalo Camarillo
Hans Peter Dittler
Harish Pillay
Hiroshi Esaki
John Levine
Kathy Brown
Olga Cavalli
Richard Barnes
Robert Pepper
Sean Turner
Walid Al-Saqaf

Staff members present: Kevin Craemer, Raúl Echeberría, Sandy Spector, James Wood, Seth Payne, David Frolio, Todd Tolbert, Olaf Kolkman, Linda Klieforth, Andre Copelin, Johanna Baggen.

Also present: Andrew Sullivan, Alissa Cooper, Jim Galvin.

1. Opening of ISOC Annual General Meeting – K. Brown

2. Annual Election of G. Camarillo – K. Brown

At 14:06, the board entered Closed Executive Session to discuss the candidate.
At 14:15, the board resumed Open to Observers Session.

Gonzalo was unanimously re-elected as Chair by secret ballot. He took the chair of the meeting.

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

Desiree recused herself from the discussion of PIR.

4. Annual Election of Other Officers – G. Camarillo

Election of the President

Kathy was nominated for President, and was elected unanimously by secret ballot.

Election of the Secretary

John was nominated for Secretary, and was elected unanimously by secret ballot.

Election of the Treasurer

Sean was nominated for Treasurer, and was elected unanimously by secret ballot.

5. Appointment of Internet Society CEO – G. Camarillo

PURPOSE: To appoint the next CEO of the Internet Society and recognize all who contributed to the search process.

Resolution 2018-19: Appointing the next Internet Society CEO
RESOLVED that Andrew Sullivan is appointed CEO of the Internet Society, the appointment taking effect on 1 September 2018, and
FURTHER RESOLVED, that the Chairman is hereby authorized and directed to enter into an employment agreement with Andrew Sullivan on the terms and conditions presented to the Board.

Moved by Walid, seconded by Pepper.

Desiree Yes
Glenn Yes
Gonzalo Yes
Hans Peter Yes
Harish Yes
Hiroshi Yes
John Yes
Olga Yes
Pepper Yes
Richard Yes
Sean Yes
Walid Yes

The motion passed unanimously.

6. Recognition for contributors to the Internet Society CEO search – G. Camarillo

PURPOSE: To recognize and thank all those who contributed to the search.

Resolution 2018-20: Recognize contributors to the Internet Society CEO search
WHEREAS, the Board wishes to recognize all of those who have assisted in bringing the CEO search to a conclusion
RESOLVED, that the Board recognizes the hard work and dedication of Kevin Craemer for his excellent support of the CEO search committee,
RESOLVED, that the Board thanks Sophia Copeman, Natasha Zoltie, and Perrett Laver for their support of the search process, and
FURTHER RESOLVED, that the Board thanks all of the candidates for the position for their interest in serving ISOC and furthering our mission.

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

7. Recognition of Kathy Brown – G. Camarillo

Resolution 2018-21: Thanking Kathryn Brown for her service to the Internet Society
WHEREAS Kathryn Brown joined the Internet Society in 2013 as its President and CEO, and
WHEREAS Kathy’s leadership and efforts have improved the organization and effectiveness of the Society, and
WHEREAS Kathy’s leadership and efforts have reinforced the Society as the preeminent voice and champion for an open and evolving Internet,
RESOLVED that the Board offers its heartfelt thanks for Kathryn Brown’s tireless work in support of the Internet Society.

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

Gonzalo and Andrew signed Andrew’s employment contract.

8. Approve the minutes of the previous meeting of the Board of Trustees – G. Camarillo

Resolution 2018-22: Approval of the Minutes of Board Meeting 140
RESOLVED, that the minutes of Meeting 140 of Internet Society Board of Trustees held by video conference June 15, 2018 are approved.

Moved by Harish, seconded by Olga. Passed unanimously.

9. Action items from the 2017-2018 Board – G. Camarillo

PURPOSE: Accept summary of agreed Board action items from the 2017-2018 Board of Trustees.

Resolution 2018-23: Accept the Summary of Agreed Board Action Items from the 2017-2018 Board of Trustees
RESOLVED, the ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2017-2018 Board of Trustees.

Moved by Richard, seconded by Glenn. Passed unanimously.

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 2017-2018 board conveys the following priorities to the 2018-2019 board:

I. Continue support for the 2018 Internet Society Action Plan,

II. Continue to support and develop the Internet Society Foundation as a vehicle to further the Internet Society’s mission through grant-funded programs,

III. Continue to support the Internet Engineering Task Force in its efforts to create a more independent and sustainable administrative structure.

10. Recognition of Outgoing Trustee – G. Camarillo

PURPOSE: Express appreciation to outgoing Trustee Alice Munyua for her service to the Board.

Resolution 2018-24: Recognition of outgoing Trustee Alice Munyua
RESOLVED, that the board thanks Alice Munyua for her dedication and outstanding service to the Internet Society as a member of the ISOC Board of Trustees from 2015 to 2018.

Moved by Harish, seconded by Hiroshi. Approved by acclamation.

The meeting recessed at 15:00, and resumed at 15:45.

11. Presentation on ISOC’s work in Latin America and the Caribbean – LAC Bureau Staff

PURPOSE: To gain knowledge about ISOC priorities and programs in Latin America and the Caribbean.

The meeting recessed at 17:16 and resumed at 18:05.

12. President and CEO Reports – K. Brown and Senior Staff

PURPOSE: To receive updates from the CEO and Senior Staff

Midyear update on campaigns and projects
InterCommunity

13. ISOC OMAC Co-Chair’s Report – S. Mansfield

PURPOSE: Report to the Board from the Organization Member’s Advisory Council.

14. IETF Chair’s Report – A. Cooper

PURPOSE: To receive an update on the IETF and IASA 2.0

The meeting recessed at 20:35, and resumed in closed executive session at 20:43.

15. ISOC Support for IASA 2.0 – G. Camarillo

PURPOSE: To discuss financial requirements related to IASA 2.0.

The meeting recessed at 20:55 and resumed at 21:17.

16. PIR Report – R. Gaetano and J. Daley

PURPOSE: To receive a report on PIR business matters.

The meeting recessed for the day at 22:30.

The meeting resumed in open to observers session on 1 July at 14:08 UTC.

17. IAOC Chair’s Report – A. Sullivan

PURPOSE: To receive an update from the IETF Administrative Oversight Committee.

The Board also received a written report from the IAB Chair, Ted Hardie.

18. Chapters Advisory Council Steering Committee Report – S. Muthusamy and O. Crépin-Leblond

PURPOSE: To receive a report from the Chapters Advisory Council Steering Committee.

19. Welcome new Chapter – G. Camarillo

Resolution 2018-25: Welcome new Chapter.
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Madagascar Chapter, which was chartered and approved since the last Board meeting.

Moved by Richard, seconded by Sean. Approved by acclamation.

20. Adoption of Bylaws Amendment – J. Levine

PURPOSE: To update and amend the Internet Society By-laws provision concerning electronic votes.

Resolution 2018-26: Amend bylaws to update the electronic vote process
RESOLVED, that Article II, Section 9 of the Society’s bylaws is replaced with the following language:

“Section 9. Electronic Vote.

Any action required to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken by electronic vote without a meeting. Any voting member of the Board can act as Vote Administrator (“VA”) for such an electronic vote. The VA is responsible for posting a call for a vote to the Board email list in the form of a motion to be considered, along with a time limit, not less than 7 days, during which votes will be accepted. The vote shall end at the earlier of the time limit, or 24 hours after all trustees have cast a vote. Any trustee may change his or her vote until the vote ends. All electronic votes must be sent to the Board mailing list in order to be counted.

The VA is responsible for tracking the vote and announcing the result to the Board mailing list and to the Secretary after the vote ends. An electronic vote passes if every voting trustee votes in favor of the action, or if all voting trustees that abstain from or vote against the action acknowledge that they agree that the vote is binding on the Society. Actions approved by electronic vote shall be noted in the minutes of the next meeting of the Board.”

Moved by John, seconded by Pepper. Passed unanimously.

21. Adoption of updated policies and procedures of the Board – J. Levine

PURPOSE: To update the board Procedure for Conducting Electronic Votes to make it consistent with the by-laws and current practices.

Resolution 2018-27: Adopt updated procedure of the Board.
RESOLVED, that the updated Procedure for Conducting Electronic Votes is adopted as presented.

Moved by John, seconded by Harish. Passed unanimously.

22. Board meeting locations and dates for 2019 – G. Camarillo

PURPOSE: Set dates and locations for all board meetings in 2019.

The meeting recessed at 15:35 and resumed at 15:50.

23. Appointment of a member of the IETF Administrative Oversight Committee (IAOC) – G. Camarillo

PURPOSE: Appoint a member of the ISOC board as a member of the IAOC for a term of two years.

Resolution 2018-28: Appoint a member of the IAOC
RESOLVED, that the ISOC Board appoints John as a member of the IETF Administrative Oversight Committee for a term, commencing on 1 July, 2018 and concluding in March, 2020.

Moved by Sean, seconded by Hans Peter. Passed unanimously.

24. Appointment of the ISOC Board Liaison to IETF Nominations Committee – G. Camarillo

Resolution 2018-29: Appoint a liaison to the IETF nominations committee
RESOLVED, that the ISOC Board appoints Harish as ISOC Board Liaison to the IETF nominations Committee for the 2018-2019 term.

Moved by Desiree, seconded by Hiroshi. Passed unanimously.

25. Annual Appointment of Committee Chairs and Members – G. Camarillo

RESOLUTIONS:

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

Resolution 2018-30: Appoint the chair of the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints John as chair and Harish and Desiree as members of the committee.

Moved by Hiroshi, seconded by Olga. Passed unanimously.

(ii). Appoint the Finance Committee

Resolution 2018-31: Appoint the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints Gonzalo, Hans Peter, Olga, Pepper, and Richard, as members of the committee, along with the President ex-officio, and Sean (Treasurer) who serves as chair of the committee.

Moved by Hans Peter, seconded by Walid. Passed unanimously.

(iii). Appoint the Compensation Committee

Resolution 2018-32: Appoint the Compensation Committee
RESOLVED, that the Board creates a Compensation Committee and appoints Hans Peter, Harish, Hiroshi, and Richard as members of the committee, along with Gonzalo (Chair of the Board) who serves as chair of the committee.

Moved by Glenn, seconded by Olga. Passed unanimously.

(iv). Appoint the chair of the Nominations Committee

Resolution 2018-33: Appoint the chair of the Nominations Committee
RESOLVED, that the Board creates a Nominations Committee and appoints Glenn as chair of the committee. The President serves as a non-voting, ex-officio member of this committee.

Moved by Pepper, seconded by Olga. Passed unanimously.

(v). Appoint the chair of the Elections Committee

Resolution 2018-34: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates an Elections Committee and appoints Walid as chair of the committee. The President serves as a non-voting, ex-officio member of this committee.

Moved by Hiroshi, seconded by Desiree. Passed unanimously.

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

Resolution 2018-35: Appoint the chair and members of the Governance Committee
RESOLVED, that the Board creates a Governance Committee and appoints Desiree as chair of the committee, and Glenn, Hans Peter, Hiroshi, and Sean, as members. The President serves as a non-voting, ex-officio member of this committee.

Moved by Harish, seconded by Olga. Passed 10-0, with Sean and Hans Peter abstaining.

(vii). Appoint the PIR Nominations Committee

Resolution 2018-36: Appoint the PIR Nominations Committee
RESOLVED, that the Board creates a PIR Nominations Committee and appoints Olga as chair of the committee, and Glenn, Hans Peter, Harish, and John as members of the committee.

Moved by Walid, seconded by Pepper. Passed 11-0, with Desiree abstaining.

(viii). Update Finance and Audit committee charters.

Resolution 2018-37: Update the charter of the Finance Committee
RESOLVED, that Charter of the Finance Committee is amended as follows:

Section I of the Charter is amended to read:

“I. Purpose
The primary purpose of the Committee shall be to assist the Board in fulfilling its oversight responsibilities relating to the review and monitoring of the budget and finance processes for ISOC and its subsidiaries.”

Moved by Pepper, seconded by Richard. Passed unanimously.

Resolution 2018-38: Update the charter of the Audit Committee
RESOLVED, that Charter of the Audit Committee is amended as follows:

Section I of the Charter is amended to read:

“I. Purpose
The primary purpose of the Committee is to provide an avenue for communication among ISOC’s independent auditors, management, and the Board, as well as fulfill other responsibilities assigned in this Charter. The Committee’s responsibility is one of oversight of ISOC and its subsidiaries, as management is responsible for ISOC’s financial reporting, internal controls and disclosure systems and for preparing ISOC’s financial statements, and the independent auditors are responsible for auditing those financial statements. The independent auditors report directly to the Committee and are accountable to the Committee and to the Board with respect to the audit of ISOC’s financial statements.”

Moved by Hiroshi, seconded by Pepper. Passed unanimously.

The meeting recessed at 16:14 and resumed at 16:28.

26. Report by ISOC Panama Chapter – Edna Samudio de Jaén, Chapter President

PURPOSE: To learn about the local Chapter and the community it serves.

The Board thanked the chapter for its excellent presentation on its wide range of activities.

The meeting recessed at 17:02 and resumed at 18:10.

27. Receiving the Internet Society Partnerships document – G. Camarillo

PURPOSE: To record the Board’s receipt and acceptance of the document from staff which defines the scope of ISOC’s efforts in the area of partnerships.

28. Looking back: 2017/2018 Board focus areas – G. Camarillo

PURPOSE: To review the work the board has done during the past year.

29. Looking ahead: 2018/2019 Board focus areas – G. Camarillo

PURPOSE: To discuss the work the board plans to do in the year ahead.

29A. Appoint the board of the ISOC Foundation.

Resolution 2018-39: Appoint the board of the Internet Society Foundation
RESOLVED, that the Society appoints the following individuals to serve as directors of the Internet Society Foundation until the next Annual General Meeting of the Internet Society:

Walid Al-Saqaf, Richard Barnes, Gonzalo Camarillo, Olga Cavalli, Hans Peter Dittler, Hiroshi Esaki, John Levine, Glenn McKnight, Désirée Miloshevic, Robert Pepper, Harish Pillay, Sean Turner.

Moved by Hans Peter, seconded by Harish.

Desiree Yes
Glenn Yes
Gonzalo Yes
Hans Peter Yes
Harish Yes
Hiroshi Yes
John Yes
Olga Yes
Pepper Yes
Richard Yes
Sean Yes
Walid Yes

The motion passed unanimously.

The meeting recessed at 19:25 and resumed at 19:44.

30. Discussion of Open Board Forum – D. Miloshevic

PURPOSE: To discuss the results of the recent Open Board Forum.

31. Participation of Trustees at Internet Society events – G. McKnight

PURPOSE: To discuss participation of Trustees at Internet Society events.

32. Travel Policy for Trustees – G. Camarillo

PURPOSE: To discuss the Internet Society Travel Policy for Trustees.

The meeting adjourned at 21:10.

Summary of Resolutions

Resolution 2018-26: Amend bylaws to update the electronic vote process
RESOLVED, that Article II, Section 9 of the Society’s bylaws is replaced with the following language:

“Section 9. Electronic Vote.

Resolution 2018-27: Adopt updated procedure of the Board
RESOLVED, that the updated Procedure for Conducting Electronic Votes is adopted as presented.

Resolution 2018-30: Appoint the chair of the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints John as chair and Harish and Desiree as members of the committee.

Resolution 2018-37: Update the charter of the Finance Committee
RESOLVED, that Charter of the Finance Committee is amended as follows:

Section I of the Charter is amended to read:

“I. Purpose

The primary purpose of the Committee shall be to assist the Board in fulfilling its oversight responsibilities relating to the review and monitoring of the budget and finance processes for ISOC and its subsidiaries.”

Resolution 2018-38: Update the charter of the Audit Committee
RESOLVED, that Charter of the Audit Committee is amended as follows:

Section I of the Charter is amended to read:

“I. Purpose

The primary purpose of the Committee is to provide an avenue for communication among ISOC’s independent auditors, management, and the Board, as well as fulfill other responsibilities assigned in this Charter. The Committee’s responsibility is one of oversight of ISOC and its subsidiaries, as management is responsible for ISOC’s financial reporting, internal controls and disclosure systems and for preparing ISOC’s financial statements, and the independent auditors are responsible for auditing those financial statements. The independent auditors report directly to the Committee and are accountable to the Committee and to the Board with respect to the audit of ISOC’s financial statements.”

Resolution 2018-39: Appoint the board of the Internet Society Foundation.
RESOLVED, that the Society appoints the following individuals to serve as directors of the Internet Society Foundation until the next Annual General Meeting of the Internet Society:

Walid Al-Saqaf, Richard Barnes, Gonzalo Camarillo, Olga Cavalli, Hans Peter Dittler, Hiroshi Esaki, John Levine, Glenn McKnight, Désirée Miloshevic, Robert Pepper, Harish Pillay, Sean Turner.

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