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Board of Trustees Meeting Minutes

No. 143 (March 7-8, 2019)
Board Meeting Minutes

Minutes of Board Meeting No. 143

Author: J. Levine
Date: 2019-03-08
Committee: BOT
Document: 2019-03-08
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

7-8 March 2019
Portopia Hotel
Kobe, Japan

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 were scheduled for this meeting).

Thursday, 7 March 2019

The meeting opened in Open to Observers Session at 00:08 UTC.

Board members present:
Walid Al-Saqaf
Richard Barnes
Gonzalo Camarillo
Olga Cavalli
Hans Peter Dittler
Hiroshi Esaki
John Levine
Glenn McKnight
Désirée Miloshevic
Robert Pepper
Harish Pillay
Andrew Sullivan
Sean Turner

Staff: Rinalia Abdul Rahim, Howard Baggott, Kevin Craemer, Joyce Dogniez (remote), Seth Payne (contractor), Christine Saegesser (remote), Sandra Spector, Sally Wentworth (remote), James Wood (remote).

Guests: Luisa Verónica Arroyo (remote), Olivier Crépin-Leblond, Eduardo Diaz, Élisson Diones (remote), Tomohiro Fujisaki (remote), James Galvin.

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

Desiree recused herself from discussions of PIR.

2. Document resolutions approved by e-vote since board meeting #142 – J. Levine

Resolution 2018-60: Delegate authority for PIR mediation
RESOLVED, that the ISOC Board of Trustees delegates to David Frolio the authority to approve any negotiation involving PIR and Afilias, in respect of a dispute currently in mediation between them.

Resolution 2018-61: Approve the minutes of the 142nd Board meeting
RESOLVED, that the minutes of the 142nd meeting of the Board of Trustees, held in Bangkok on November 9-10 2018, are approved.

Resolution 2019-01: Approval of PIR’s execution of ICANN 6th Middle East DNS Forum sponsorship agreement
RESOLVED, that the Board of Trustees of the Internet Society approves PIR’s execution of the ICANN 6th Middle East DNS Forum sponsorship agreement as presented.

Resolution 2019-02: Approval of the 2019 Internet Architecture Board slate
RESOLVED, that the 2019 Internet Architecture Board slate, consisting of the following individuals, is approved:

  • Jari Arkko
  • StephenFarrell
  • Wes Hardaker
  • Zhenbin Li
  • Mark Nottingham
  • Jeff Tantsura

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

Resolution 2019-03: Update the Board Travel Policy
RESOLVED, that the Travel Policy for Trustees is updated by replacing the “Other Travel” section with text as presented.

Resolution 2019-04: Approve Strategic Implementation Fund and Technology Systems Alignment
WHEREAS the CEO has requested a Strategic Implementation Fund in the amount of USD 1 million for specific improvements in the areas of Internet Society community outreach, operations, fellowships and human resources; and
WHEREAS the CEO has also requested funding in the amount of USD 710,000 for Technology Systems Alignment which will enable the Internet Society to align its information technology eco-system more closely to the key open standards championed by ISOC and the IETF; and
WHEREAS the Board agrees with the CEO that the Multi-Stakeholder Project should be suspended and acknowledges that the remaining funds designated for the Project, together with an anticipated 2019 budget surplus, will amount to approximately USD 1 million,
RESOLVED, that the Board approves the Strategic Implementation Fund and the Technology Systems Alignment as presented; and,
FURTHER RESOLVED, that the Board designates that funding in the amounts requested for both of these activities are to be drawn from the remaining Multi-Stakeholder Project budget, the anticipated 2019 budget surplus, and that the balance of the total is to be drawn from the Internet Society’s net asset reserves.

3. Adopt amendments to the ISOC By-laws — J. Levine
PURPOSE: To update and amend the By-laws of the Internet Society

Resolution 2019-05: Amend the ISOC By-laws
RESOLVED that the board adopts the amendments to the ISOC By-laws, as presented.

Moved by John, seconded by Pepper, approved unanimously.

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

4. Recently De-Chartered Chapters — C. Saegesser
PURPOSE: To record the Board’s receipt of a list of recently de-chartered chapters, pursuant to the Internet Society Chapter de-chartering process.

5.Overview of ISOC Sp ecial Interest Groups — C. Saegesser
PURPOSE: To learn about the status of Special Interest Groups.

6. Report of ISOC Youth SIG — E. Diones and L.V. Arroyo
PURPOSE: To learn about the activities of the Youth SIG.

The meeting recessed from 01:29 to 01:44.

7. Report of the ISOC Nominations Committee — G. McKnight
PURPOSE: To accept the final report of the ISOC Nominations Committee.

Resolution 2019-06: Accept the 2018-2019 ISOC Nominations Committee report
RESOLVED that the report of the 2018-2019 ISOC Nominations Committee is accepted as presented.

Moved by Desiree, seconded by Olga, approved unanimously.

8. Report of the PIR Nominations Committee — O. Cavalli
PURPOSE: To accept the final report of the PIR Nominations Committee.

Resolution 2019-07: Accept the 2018-2019 PIR Nominations Committee report
RESOLVED that the report of the 2018-2019 PIR Nominations Committee is accepted as presented

Moved by Glenn, seconded by Harish, approved 11-0-1, with one abstention.

9. Appoint members of the PIR Board — O. Cavalli
PURPOSE: To appoint members of the PIR Board of Directors.

Resolution 2019-08: Appoint members of the PIR Board
RESOLVED, that the ISOC Board of Trustees appoints the following individuals to the Board of Directors of the Public Interest Registry for three-year terms commencing with the PIR Board’s 2019 mid-year meeting:

  • Keith Davidson
  • Lise Fuhr
  • Gregory Kapfer

Moved by Olga, seconded by Pepper, approved 11-0-1, with one abstention.

10. Proposal to update Committee Charters — D. Miloshevic
PURPOSE: To approve changes to the charters of board committees.

The board debated and revised proposed changes.

11. Update on Organization Membership — A. Sullivan
PURPOSE: To receive a brief update on ISOC’s Organization Membership program.

12. Update on the Multi-stakeholder Project — A. Sullivan
PURPOSE: To receive an update on the Multi-stakeholder Project.

The meeting recessed for lunch from 02:53 to 04:00.

13. Report by ISOC Japan Chapter – T. Fujisaki
PURPOSE: To learn about the local Chapter and the community it serves.
Mr. Fujisaki presented the report.

13a. Proposal to update Committee Charters — D. Miloshevic
PURPOSE: To approve changes to the charters of board committees.

Resolution 2019-09: Revision of Committee Charters
RESOLVED, that the revised committee charters as proposed are accepted.

Moved by Sean, seconded by Olga, approved unanimously.

14. Any Other Business

The meeting recessed from 04:33 to 04:42 and resumed in Closed Executive Session.

15. CEO Transition Follow-up Activities — S. Turner
PURPOSE: To receive a report on CEO Transition follow-up activities.
Sean presented the report.

The meeting recessed from 06:00 to 06:09.

16. Meeting locations for 2020 – G. Camarillo
PURPOSE: To consider dates and locations for the board’s meetings and retreat in 2020.
The board discussed the meeting schedule.

17. Proposal to update the Board’s Conflict of Interest policy — D. Miloshevic
PURPOSE: To consider a proposal on updating the Board’s Conflict of Interest policy.
The Governance committee will prepare proposed updates to the Conflict of Interest policy.

18. Any Other Business

Desiree left the meeting at 07:30.

18A. Prepare for PIR meeting.

The board discussed the agenda for the meeting with PIR members on the 8th.

The meeting recessed for the day at 07:35.

The meeting resumed on March 8 at 00:07 in Closed Executive Session, Desiree rejoined the meeting.

19. ISOC Year-end Financial Report — S. Spector
PURPOSE: To receive a 2018 year-end financial report from the CFO.
Sandy presented the report.

20. Update on InterCommunity — J. Wood & J. Dogniez
PURPOSE: To receive an update on plans for InterCommunity in 2019 and beyond.
James and Joyce presented the report.

21. Update on our emerging Fellowships strategy — S. Wentworth
PURPOSE: To receive an update on plans to improve ISOC’s Fellowship programs.
Sally presented the report.

The meeting recessed from 01:50 to 01:58 and resumed in Open to Observers Session

22. Update on the Internet Society’s 2019 Action Plan — A. Sullivan
PURPOSE: To receive an update on the 2019 Action Plan.
Andrew presented the plan.

At 02:28 the meeting moved to Closed Executive Session.

23. Planning for 2020 and Beyond – A. Sullivan and R. Abdul Rahim
PURPOSE: To receive a report about the new strategy for board, staff and community consultation to define objectives and develop annual plans.

The meeting recessed for lunch from 03:09 to 04:03 and resumed in Open to Observers Session.

24. Chapters Advisory Council Steering Committee Report — E. Diaz and O. Crepin-Leblond
PURPOSE: To receive a report from the Chapters Advisory Council Steering Committee of the Internet Society.
Eduardo and Olivier delivered the report.

25. Reports: The Board received written reports from the IETF LLC and the Internet Architecture Board.

26. Adjournment of Board Meeting #143

The meeting adjourned at 04:35.

________________________

Summary of Resolutions

Resolution 2018-60: Delegate authority for PIR mediation
RESOLVED, that the ISOC Board of Trustees delegates to David Frolio the authority to approve any negotiation involving PIR and Afilias, in respect of a dispute currently in mediation between them.

Resolution 2018-61: Approve the minutes of the 142nd Board meeting
RESOLVED, that the minutes of the 142nd meeting of the Board of Trustees, held in Bangkok on November 9-10 2018, are approved.

Resolution 2019-01: Approval of PIR’s execution of ICANN 6th Middle East DNS Forum sponsorship agreement
RESOLVED, that the Board of Trustees of the Internet Society approves PIR’s execution of the ICANN 6th Middle East DNS Forum sponsorship agreement as presented.

Resolution 2019-02: Approval of the 2019 Internet Architecture Board slate
RESOLVED, that the 2019 Internet Architecture Board slate, consisting of the following individuals, is approved:

  • Jari Arkko
  • StephenFarrell
  • Wes Hardaker
  • Zhenbin Li
  • Mark Nottingham
  • Jeff Tantsura

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

Resolution 2019-03: Update the Board Travel Policy
RESOLVED, that the Travel Policy for Trustees is updated by replacing the “Other Travel” section with text as presented.

Resolution 2019-04: Approve Strategic Implementation Fund and Technology Systems Alignment
WHEREAS the CEO has requested a Strategic Implementation Fund in the amount of USD 1 million for specific improvements in the areas of Internet Society community outreach, operations, fellowships and human resources; and

WHEREAS the CEO has also requested funding in the amount of USD 710,000 for Technology Systems Alignment which will enable the Internet Society to align its information technology eco-system more closely to the key open standards championed by ISOC and the IETF; and

WHEREAS the Board agrees with the CEO that the Multi-Stakeholder Project should be suspended and acknowledges that the remaining funds designated for the Project, together with an anticipated 2019 budget surplus, will amount to approximately USD 1 million,

RESOLVED, that the Board approves the Strategic Implementation Fund and the Technology Systems Alignment as presented; and,

FURTHER RESOLVED, that the Board designates that funding in the amounts requested for both of these activities are to be drawn from the remaining Multi-Stakeholder Project budget, the anticipated 2019 budget surplus, and that the balance of the total is to be drawn from the Internet Society’s net asset reserves.

Resolution 2019-05: Amend the ISOC By-laws
RESOLVED that the board adopts the amendments to the ISOC By-laws, as presented.

Resolution 2019-06: Accept the 2018-2019 ISOC Nominations Committee report
RESOLVED that the report of the 2018-2019 ISOC Nominations Committee is accepted as presented.

Resolution 2019-07: Accept the 2018-2019 PIR Nominations Committee report
RESOLVED that the report of the 2018-2019 PIR Nominations Committee is accepted as presented

Resolution 2019-08: Appoint members of the PIR Board
RESOLVED, that the ISOC Board of Trustees appoints the following individuals to the Board of Directors of the Public Interest Registry for three-year terms commencing with the PIR Board’s 2019 mid-year meeting:

  • Keith Davidson
  • Lise Fuhr
  • Gregory Kapfer

Resolution 2019-09: Revision of Committee Charters
RESOLVED, that the revised committee charters as proposed are accepted.