Minutes of Board Meeting No. 146

Author: J. Levine
Date: 2019-07-28
Committee: BOT
Document: 2019-07-28
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

27-28 July 2019
Fairmont Queen Elizabeth Hotel
Montreal, Canada

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).

The meeting opened in open to observer session at 13:05 UTC.

Board members present:

Walid Al-Saqaf
Richard Barnes
Gonzalo Camarillo
Olga Cavalli
Hans Peter Dittler
Hiroshi Esaki
Mike Godwin
John Levine
Glenn McKnight
Robert Pepper
Andrew Sullivan
Sean Turner
Apologies: Mieke van Heesewijk

Guests: Harish Pillay, Desiree Miloshevic, Sarah Armstrong, Jim Galvin

Staff: Kevin Craemer, David Frolio, Dan York, Seth Payne

1. Opening of ISOC Annual General Meeting–A. Sullivan

2. Annual Election of Board Chair–A. Sullivan

PURPOSE: To elect the Chair of the Internet Society Board of Trustees.
The board entered closed executive session at 13:10, and debated the candidate.
The board re-entered open to observers session at 13:21.
Gonzalo was elected with 11 votes.

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

Glenn declared a conflict with PIR.

4. Annual Election of Other Officers–G. Camarillo

PURPOSE: To elect other officers of the Internet Society Board of Trustees.
Election of the Secretary
John was elected with 11 votes.

Election of the Treasurer
Richard was elected with 11 votes.

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

Resolution 2019-29: Approval of the Minutes of Board Meeting 145
RESOLVED, that the minutes of Meeting 145 of Internet Society Board of Trustees held by video conference July 11, 2019 are approved.
Moved by Hans Peter, seconded by Olga, approved unanimously.

6. Action items from the 2018-2019 Board-G. Camarillo

Resolution 2019-30: Accept the Summary of Agreed Board Action Items from the 2018-2019 Board of Trustees.
RESOLVED, the ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2018- 2019 Board of Trustees.

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 2018-2019 board conveys the following priorities to the 2019-2020 board:

Continue support for the 2019 Internet Society Action Plan,
Support the redesign of ISOC Fellowship programs, as presented by staff, including appropriate funding for the redesigned programs in the Internet Society 2020 budget.

Moved by Mike, seconded by Walid, approved unanimously.

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

Resolution 2019-31: 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:

Capítulo Canario de la Internet Society (Internet Society Canary Islands Chapter)
Internet Society Jamaica Chapter
Internet Society Lesotho Chapter
Internet Society US Hawaii Chapter
Internet Society Accessibility Special Interest Group
Internet Society Rural Development Special Interest Group

Moved by Olga, seconded by Richard, approved by acclamation.

8. Recognition of Outgoing Trustees-G. Camarillo

Resolution 2019-32: Recognition of outgoing Trustees
RESOLVED, that the board thanks Désirée Miloshevic and Harish Pillay for their dedication and outstanding service to the Internet Society as members of the Board of Trustees.

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

The meeting recessed from 13:55 to 14:10.

9. Board meeting locations and dates for 2020–G. Camarillo

Resolution 2019-33: Approve dates and locations for 2020 board meetings
RESOLVED, that the board approves dates and locations as follows for its meetings in 2020.

Q1 Meeting: Cancun, 13-14 March, after ICANN 67 meeting
Annual General Meeting: Madrid, 1-2 August, after IETF 108 meeting
Retreat: New York, Mid-September Dates TBD
Q4 Meeting: Bangkok, 21-22 November, after IETF 109 meeting

Moved by Olga, seconded by Pepper, approved unanimously

10. Appointment of the ISOC Board Liaison to IETF Nominations Committee-G. Camarillo

Resolution 2019-34: Appoint a liaison to the IETF nominations committee.
RESOLVED, that the ISOC Board appoints Richard Barnes as ISOC Board Liaison to the IETF Nominations Committee for the 2019- 2020 term.

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

11. Organization Member Advisory Council Co-Chair’s Report–J. Galvin

PURPOSE: To receive a report from the Organization Member’s Advisory Council of the Internet Society.
Jim Galvin delivered the report.

12. IETF LLC Chair’s Report–J. Livingood

PURPOSE: To receive a report from the Chair of the Internet Engineering Task Force LLC.
Jason Livingood delivered the report.

13. Chapters Advisory Council Steering Committee Report–E. Diaz

PURPOSE: To receive a report from the Chapters Advisory Council Steering Committee of the Internet Society.
Eduardo Diaz delivered the report.

14. Organization Membership Update-A. Sullivan

PURPOSE: To provide a report to the board on the Organization Membership program.

The board recessed for lunch at 16:42 and resumed at 17:44.

15. President & CEO Reports

PURPOSE: To receive updates from the CEO and Senior Staff

Update on 2019 Action Plan and impact indicators – A. Sullivan
Strategy 2025 and Action Plan 2020 progress and timeline – A. Sullivan

Andrew Sullivan delivered the report.

The meeting recessed at 18:46, and resumed at 18:55 in Closed Executive Session

14A. Organization Membership Update (continued)-A. Sullivan

Andrew Sullivan delivered a report to the board on the Organization Membership program revenue.

15. President & CEO Reports (continued)

Strategy 2025 & Action Plan 2020 survey results – A. Sullivan
Organization structure plan discussion – A. Sullivan
Update on global payroll rollout – A. Sullivan and S. Spector

16. Any Other Business

The meeting recessed for the day at 21:15.

Sunday 28 July

The board resumed in closed executive session at 14:27.

Glenn was recused from PIR discussions.

17. PIR Report–J. Nevett and J. Bedser

PURPOSE: To receive a report on PIR business matters.
Jon Nevett and Jeff Bedser delivered the report.

The board recessed at 15:09, and resumed at 15:25 in open to observers session. Glenn rejoined the meeting.

18. Report on the Internet Society’s work in North America–North America Bureau Staff

Mark Buell, Kellee Elkins, Bethany Davis, Hosein Badran, Natalie Campbell, Ann Higgins and Katie Jordan delivered a report on Internet Society priorities and programs in northern Canada and other parts of North America.

The board recessed for lunch at 16:44, and resumed at 17:35.

19. Report by ISOC Quebec Chapter–P-J. Darres

PURPOSE: To learn about the local Chapter and the community it serves.
Pierre-Jean Darres delivered the report.

20. Annual Appointment of Committee Chairs and Members-G. Camarillo

(i). Appoint the Executive Committee
Resolution 2019-35: Appoint the Executive Committee
RESOLVED, that the Board creates an Executive Committee and appoints Andrew Sullivan (President & CEO), Richard (Treasurer), John (Secretary) and Gonzalo (Chair of the Board) who serves as chair of the committee.
Moved by Olga, seconded by Hiroshi, approved unanimously.

(ii). Appoint the chair and members of the Audit Committee
Resolution 2019-36: Appoint the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints Sean as chair and Mike and Walid as members of the committee.
Moved by Walid, seconded by Mike, approved unanimously.

(iii). Appoint the Finance Committee
Resolution 2019-37: Appoint the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints Gonzalo, Olga, Hans Peter, and Pepper, as members of the committee, and Richard (Treasurer) who serves as chair of the committee. The President serves as a non-voting, ex-officio member of the committee.
Moved by Hiroshi, seconded by Sean, approved unanimously.

(iv). Appoint the Compensation Committee
Resolution 2019-38: Appoint the Compensation Committee
RESOLVED, that the Board creates a Compensation Committee and appoints Hiroshi, Mike, Richard, and Walid as members of the committee, along with Gonzalo (Chair of the Board) who serves as chair of the committee.
Moved by Olga, seconded by Richard, approved unanimously.

(v). Appoint the chair of the Nominations Committee
Resolution 2019-39: Appoint the chair of the Nominations Committee
RESOLVED, that the Board creates a Nominations Committee and appoints Olga as chair of the committee.
Moved by Pepper, seconded by Mike, approved unanimously.

(vi). Appoint the chair of the Elections Committee
Resolution 2019-40: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates an Elections Committee and appoints Hiroshi as chair of the committee. The President serves as a non-voting, ex-officio member of the committee.
Moved by Olga, seconded by Hans Peter, approved unanimously.

(vii). Appoint the chair and members of the Governance Committee
Resolution 2019-41: Appoint the chair and members of the Governance Committee
RESOLVED, that the Board creates a Governance Committee and appoints John as chair of the committee, and Glenn, Hans Peter, Mieke, Mike, and Walid as members. The President serves as a non-voting, ex-officio member of the committee.
Moved by Hiroshi, seconded by John, approved unanimously.

(viii). Appoint the chair of the PIR Nominations Committee
Resolution 2019-42: Appoint the chair of the PIR Nominations Committee
RESOLVED, that the Board creates a PIR Nominations Committee and appoints John as chair of the committee, and Hans Peter, Mike, and Olga as members.
Moved by Hans Peter, seconded by Hiroshi, approved unanimously

(ix). Appoint the representative to the PIR board of directors
Resolution 2019-43: Appoint the representative to the PIR board of directors
RESOLVED, that the Board appoints Andrew Sullivan as the ISOC representative to the PIR board of directors, to serve until the 2020 ISOC AGM.
Moved by John, seconded by Pepper, approved unanimously.

21. Additional Reports

The Board received written reports from the Chairs of the Internet Engineering Task Force and the Internet Architecture Board.

22. Any Other Business–G. Camarillo

The meeting adjourned at 18:20.

Summary of Resolutions

Summary of Agreed Board Action Items

Continue support for the 2019 Internet Society Action Plan,
Support the redesign of ISOC Fellowship programs, as presented by staff, including appropriate funding for the redesigned programs in the Internet Society 2020 budget.

Capítulo Canario de la Internet Society (Internet Society Canary Islands Chapter)
Internet Society Jamaica Chapter
Internet Society Lesotho Chapter
Internet Society US Hawaii Chapter
Internet Society Accessibility Special Interest Group
Internet Society Rural Development Special Interest Group

Resolution 2019-33: Approve dates and locations for 2020 board meetings
RESOLVED, that the board approves dates and locations as follows for its meetings in 2020.

Q1 Meeting: Cancun, 13-14 March, after ICANN 67 meeting
Annual General Meeting: Madrid, 1-2 August, after IETF 108 meeting
Retreat: New York, Mid-September Dates TBD
Q4 Meeting: Bangkok, 21-22 November, after IETF 109 meeting

Resolution 2019-35: Appoint the Executive Committee
RESOLVED, that the Board creates an Executive Committee and appoints Andrew Sullivan (President & CEO), Richard (Treasurer), John (Secretary) and Gonzalo (Chair of the Board) who serves as chair of the committee.

Resolution 2019-36: Appoint the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints Sean as chair and Mike and Walid as members of the committee.

Resolution 2019-37: Appoint the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints Gonzalo, Olga, Hans Peter, and Pepper, as members of the committee, and Richard (Treasurer) who serves as chair of the committee. The President serves as a non-voting, ex-officio member of the committee.

Resolution 2019-38: Appoint the Compensation Committee
RESOLVED, that the Board creates a Compensation Committee and appoints Hiroshi, Mike, Richard, and Walid as members of the committee, along with Gonzalo (Chair of the Board) who serves as chair of the committee.

Resolution 2019-39: Appoint the chair of the Nominations Committee
RESOLVED, that the Board creates a Nominations Committee and appoints Olga as chair of the committee.

Resolution 2019-40: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates an Elections Committee and appoints Hiroshi as chair of the committee. The President serves as a non-voting, ex-officio member of the committee.

Resolution 2019-41: Appoint the chair and members of the Governance Committee
RESOLVED, that the Board creates a Governance Committee and appoints John as chair of the committee, and Glenn, Hans Peter, Mieke, Mike, and Walid as members. The President serves as a non-voting, ex-officio member of the committee.

Resolution 2019-42: Appoint the chair of the PIR Nominations Committee
RESOLVED, that the Board creates a PIR Nominations Committee and appoints John as chair of the committee, and Hans Peter, Mike, and Olga as members.

Resolution 2019-43: Appoint the representative to the PIR board of directors
RESOLVED, that the Board appoints Andrew Sullivan as the ISOC representative to the PIR board of directors, to serve until the 2020 ISOC AGM.

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