Minutes of Board Meeting No. 147

Author: J. Levine
Date: 2019-11-10
Committee: BOT
Document: 2019-11-10
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

Internet Society Board of Trustees Meeting #147
By video conference

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).

Monday, 28 October 2019

The meeting began in open to observers session at 13:03 UTC.

Board members present:

• Walid Al-Saqaf
• Richard Barnes
• Gonzalo Camarillo
• Olga Cavalli
• Hans Peter Dittler
• Hiroshi Esaki
• Mike Godwin
• John Levine
• Robert Pepper
• Andrew Sullivan
• Mieke van Heesewijk

Apologies: Glenn McKnight is recused from PIR discussions. Sean Turner could not attend but confirmed that he waived the seven-day notice for this meeting.

Guests: Jon Nevett, PIR; Andy Ray, Morgan Lewis; Haidee Lee, Jason Tofsky, Joe Warshawsky, Bolu Johnson and Dan Whelan, Goldman Sachs

Staff: Kevin Craemer, David Frolio, Sandy Spector

1. PIR business–G. Camarillo

The board entered closed executive session at 13:04 to discuss PIR business.

[ REDACT … REDACT ]

The board members discussed the offers.

Pepper and Mieke left the meeting at 14:00

The board decided to recess and to resume the meeting when updated information from the bidders became available.

The meeting recessed at 14:24.

Tuesday, 29 October 2019

The meeting resumed on 29 October 2019 at 14:03 UTC in closed executive session.

Board members present:

• Walid Al-Saqaf
• Richard Barnes
• Gonzalo Camarillo
• Olga Cavalli
• Hans Peter Dittler
• Hiroshi Esaki
• Mike Godwin
• John Levine
• Robert Pepper
• Andrew Sullivan
• Mieke van Heesewijk

Guests: Andy Ray, Morgan Lewis; Haidee Lee, Jason Tofsky, Joe Warshawsky, Bolu Johnson and Dan Whelan, Goldman Sachs

Staff: Kevin Craemer, David Frolio, Sandy Spector

Jon Nevett was not present.

Gonzalo described the correspondence received since the previous day.

Andrew presented the offers.

[ REDACT … REDACT ]

The board entered open to observers session at 15:17.

Resolution 2019-51: Enter into exclusive negotiation with Ethos
RESOLVED, that the Board hereby authorizes Andrew Sullivan to enter into exclusivity with Ethos for an initial period of up to seven days, and to extend such exclusivity for up to an additional seven days.

Moved by Sean, seconded by Richard.

Gonzalo                    Yes
Mike                          Yes
Mieke                       Yes
John                           Yes
Sean                          Yes
Richard                     Yes
Hans Peter              Yes
Hiroshi                      Yes
Olga                           Yes
Pepper                      Yes
Walid                        Yes

The resolution was approved unanimously.

Pepper and Mieke left the meeting at 15:19.

The board entered closed executive session at 15:19.

The board discussed the timing of any announcements, and noted that Glenn remains recused from PIR matters.

[ REDACT … REDACT ]

The meeting recessed at 15:28.

Thursday, 7 November 2019

The meeting resumed on 7 November 2019 at 13:07 UTC in closed executive session.

Board members present:

• Walid Al-Saqaf
• Richard Barnes
• Gonzalo Camarillo
• Hans Peter Dittler
• Hiroshi Esaki
• Mike Godwin
• John Levine
• Robert Pepper
• Andrew Sullivan

Apologies: Olga Cavalli and Mieke van Heesewijk. Glenn McKnight is recused from PIR business.

Staff: Kevin Craemer, David Frolio, Sandy Spector

Jon Nevett was not present.

Andrew presented a summary of progress in negotiations with Ethos, and an overview of the resolutions that the board will need to consider.

The board discussed remaining points of disagreements and possible risks.

John joined the meeting at 13:30.

The board discussed possible next steps including the governance and investment policy of the new Connected Giving Foundation. Sandy said that she has been working with Goldman Sachs, who have extensive experience in the area.

Walid left the meeting at 13:42. Pepper left the meeting at 13:47.

The board discussed possible times to resume the meeting.

The meeting recessed at 14:00.

Sunday, 10 November 2019

The meeting resumed on 10 November 2019 at 14:02 UTC in closed executive session.

Board members present:

• Walid Al-Saqaf
• Richard Barnes
• Gonzalo Camarillo
• Olga Cavalli
• Hans Peter Dittler
• Hiroshi Esaki
• Mike Godwin
• John Levine
• Robert Pepper
• Andrew Sullivan
• Mieke van Heesewijk

Glenn McKnight is recused from PIR business.

Guests: Andy Ray, Morgan Lewis; Haidee Lee, Jason Tofsky, Joe Warshawsky, and Bolu Johnson, Goldman Sachs

Staff: Kevin Craemer, David Frolio, Sandy Spector

Jon Nevett was not present.

Andrew presented an update on the PIR negotiations.

Mike asked whether the board would be informed of any subsequent negotiations and changes in the agreements. Andrew assured the board that he would inform them promptly.

John asked about some details of the proposed agreements, Andrew, Andy, and David responded.

Gonzalo polled all of the trustees present to check whether there were other unresolved questions about the proposed transaction. All agreed that they were prepared to move ahead.

The board discussed the ongoing need for confidentiality, and the strategy for communication while the deal completes.

The board entered open to observers session at 14:50.

Resolution 2019-52: To Approve the Plan of Conversion and Plan of Asset Transfer of PIR

[ REDACT … REDACT ]

Moved by Sean, seconded by Pepper

Mike                          yes
John                           yes
Pepper                      yes
Hans Peter              yes
Mieke                       yes
Richard                     yes
Hiroshi                      yes
Walid                        yes
Olga                           yes
Sean                          yes
Gonzalo                    yes

The motion passed unanimously.

The board entered closed executive session at 14:53.

Andrew and the board discussion the planned next steps.

The meeting was adjourned at 15:00.

[ REDACT … REDACT ]

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No. 147 (28 Oct-10 Nov 2019)

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