Minutes of Board Meeting No. 148

Author: J. Levine
Date: 2019-11-24
Committee: BOT
Document: 2019-11-24
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

23-24 November 2019

Raffles City Convention Center
Singapore

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, provide input, and discuss with the board.

There were no open forum sessions scheduled for this meeting.

Saturday, 23 November 2019

The meeting opened at 01:16 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
• Mieke van Heesewijk

Guests: Avri Doria, Jim Galvin

Staff: Kevin Craemer, Joe Hall, Sally Wentworth, Jane Coffin, Greg Wood, Seth Payne.

Open to Observers Session

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

Glenn recused himself from PIR related discussions. Mike said his employer R Street signed a letter opposing the PIR sale, but he was not aware they had done so until the letter was sent.

2. Document resolutions approved by e-vote since board meeting #146-J. Levine

Resolution 2019-44: Update the Travel Policy for Trustees
RESOLVED, that the Travel Policy for Trustees is updated as follows: After the heading “Acceptable Uses of Travel Funds”, insert the following sentence:

“If the trustee traveling is the Board Chair, in each instance below the travel is approved by the Treasurer rather than the Board Chair.”

Resolution 2019-45: Update and clarify the ISOC bylaws
RESOLVED, that the bylaws of the Internet Society are amended as presented.

Resolution 2019-46: Approve the Governance Committee advice to the Nominations Committee
RESOLVED, that the ISOC Board of Trustees approves the Governance Committee Guidance, as presented, to the 2019-2020 Nominations Committee.

Resolution 2019-47: Approve the minutes of the 146th Board meeting
RESOLVED, that the minutes of the 146th meeting of the Board of Trustees, held in Montreal on July 27-28 2019, are approved.

Resolution 2019-48: Appoint members of the 2019-2020 Nominations Committee
RESOLVED, that Alfredo Calderón, Glenn Deen, Sean Turner and Mieke van Heesewijk are appointed to the 2019-2020 ISOC Nominations Committee, chaired by Olga Cavalli.

Resolution 2019-49: Appoint members of the 2019-2020 Elections Committee
RESOLVED, that Walid Al-Saqaf, Hans Peter Dittler, Pierre-Jean Darres, and Rob Evans are appointed as members of the 2019-2020 ISOC Elections Committee chaired by Hiroshi Esaki. The president serves as a non-voting, ex- officio member of the committee.

Resolution 2019-50: Approve the Elections Timetable
RESOLVED, that the ISOC 2019-2020 ISOC Elections Timetable is approved as presented.

3. Amend the charter of the Compensation Committee–G. Camarillo

Resolution 2019-53: Amend the Compensation Committee Charter
RESOLVED, that the board adopts the amendments to the Compensation Committee Charter as presented.

Moved by Hans Peter, seconded by Pepper. Approved unanimously.

4. Amend the ISOC Procedures for Selecting Trustees–G. Camarillo

PURPOSE: To amend the Procedures for Selecting Trustees to reflect changes to Organization Membership classes.

Resolution 2019-54: Amend the Procedures for Selecting Trustees
WHEREAS the Board has accepted staff advice to reduce the number of classes of Organization Membership and to better define the benefits of each, and
WHEREAS the benefits of each class include voting with different weights in the Organization Membership elections for Trustees
RESOLVED, that the Board hereby approves changes to the ISOC Procedures for Selecting Trustees, as presented, regarding Organization Membership classes and voting weights.

Moved by Olga, seconded by Hiroshi. Approved unanimously.

5. 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 presented the report by videoconference.

The meeting recessed from 01:48 to 02:35.

6. 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. No resolution required.
Jim Galvin presented the report.

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

Resolution 2019-55: Approve the minutes of the 147th Board meeting
RESOLVED, that the minutes of Meeting 147 of the Internet Society Board of Trustees held by video conference October 28 – November 10, 2019 are approved.

Moved by Mike, seconded by Walid. Approved with 11 in favor, none against, one abstention by Glenn.

8. IETF Chair’s Report–A. Cooper

PURPOSE: To receive a report from the Chair of the Internet Engineering Task Force.
Alissa Cooper joined the meeting and presented the report.

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

PURPOSE: To receive a report from the Chair of the Internet Engineering Task Force LLC.
Jason Livingood joined the meeting and presented the report.

10. IETF Trust Chair’s Report–G. Deen

PURPOSE: To receive a report from the Chair of the IETF Trust.
Glenn Deen joined the meeting and presented the report.

The meeting recessed for lunch at 03:49 and resumed at 05:05.

Open to Observers Session

11. President and CEO Reports–A. Sullivan

PURPOSE: To receive an update on the 2019 Action Plan and related reports.
Andrew presented the reports.

12. Responses to Questions for the Board of Trustees–G. Camarillo & A. Sullivan

PURPOSE: To respond to questions received from Chapters about the pending sale of PIR.
Gonzalo and Andrew presented questions and answers.

13. Report of the ISOC Accessibility Special Interest Group (SIG)-G. Astbrink

PURPOSE: To learn about the activities of the Accessibility SIG.
Gunela Astbrink presented the report by videoconference.

The board entered Closed Executive Session at 07:10.

Sandy Spector joined the meeting by videoconference.

14. 2020 Public Interest Registry Report–G. Camarillo

PURPOSE: To review the Public Interest Registry report.
Sandy Spector presented the report, and then left the meeting.

The meeting recessed from 07:19 to 07:42.

15. Board input to the ISOC Nomcom–G. Camarillo

PURPOSE: To discuss board input to the ISOC Nominations Committee.
Gonzalo discussed the input process with the board.

16. Update to Conflict of Interest rules–G. Camarillo

PURPOSE: To consider changes to the Conflict of Interest Policy for Trustees and Officers, the Board and Officer Code of Ethics, and the Governance Committee Guidance to the Nominations Committee.
Gonzalo led the discussion with the board, and developed a draft of proposed updates to the CoI policy.

The board moved to Open to Observers Session at 08:50.

17. 2020 Public Interest Registry budget–G. Camarillo

Resolution 2019-56: Approve the 2020 PIR budget
RESOLVED, that the Board hereby approves the 2020 budget of the Public Interest Registry, as presented.

Moved by Mike, seconded by Olga.

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

Approved with 11 in favor, none opposed, and one abstention.

18. Any Other Business

Gonzalo noted that written reports were received from the Internet Architecture Board and the Public Interest Registry.

The meeting recessed for the day at 08:52

Sunday, 24 November 2019

The meeting resumed in Open to Observers Session at 01:06 UTC.

19. Internet Society 2020 Plan–A. Sullivan

PURPOSE: To receive an overview of the proposed Internet Society 2020 Plan.
Andrew presented the plan.

The board moved to Closed Executive Session at 02:25.

20. Internet Society 2020 Budget–S. Spector

PURPOSE: To receive an overview of the proposed Internet Society 2020 Budget.
Sandy Spector presented the budget by videoconference.

The board moved to Open to Observers Session at 03:17.

21. Finance Committee report on 2020 budget proposal-R. Barnes

PURPOSE: To receive the report of the Finance Committee.
Richard presented the report.

22. Approve the Internet Society 2020 Plan and Budget-G. Camarillo

PURPOSE: To approve the Internet Society 2020 Plan and Budget.

Resolution 2019-57: Approve the Internet Society 2020 Plan and Budget.
RESOLVED, that the Board approves the Internet Society 2020 Plan and Budget as documented in the 2020 Plan submission.

Moved by Hans Peter, seconded by Pepper.

Mike yes
Glenn yes
Pepper yes
Olga yes
Sean yes
Richard yes
Gonzalo yes
John yes
Hans Peter yes
Hiroshi yes
Walid yes
Mieke yes
Approved unanimously.

Gonzalo thanked Sandy for her diligent work preparing the budget.

23. Approve the IAB Slate

Resolution 2019-58: Approval of the 2020 Internet Architecture Board slate
RESOLVED, that the 2020 Internet Architecture Board slate, consisting of six individuals, is approved as presented.
FURTHER RESOLVED, that the Internet Society Board of Trustees thanks the IETF Nominations Committee and its Chair, Victor Kuarsingh, for their time and hard work.

Moved by Richard, seconded by Olga, approved unanimously.

24. Adjourn Meeting 148

The meeting was adjourned at 03:23.

All Board Meeting Minutes

No. 148 (23-24 Nov 2019)

• No. 190 (7 September 2025)
• No. 189 (13 June 2025)
• No. 188 (14 May 2025)
• No. 187 (6 March 2025)
• No. 186 (12 February 2025)
• No. 185 (8 January 2025)
• No. 181 (22 June 2024)
• No. 180 (12 June 2024)
• No. 179 (10 April 2024)
• No. 178 (9—10 March 2024)
• No. 176 (11—12 November 2023)
• No. 175 (11 October 2023)
• No. 174 (8 September 2023)
• No. 173 (17-18 June 2023)
• No. 172 (14 June 2023)
• No. 171 (10 May 2023)
• No. 170 (1-2 April 2023)
• No. 169 (8 February 2023)
• No. 168 (12-13 November 2022)
• No. 167 (10 August 2022)
• No. 166 (18-19 June 2022)
• No. 165 (8 June 2022)
• No. 164 (11 May 2022)
• No. 163 (27 March 2022)
• No. 162 (12 January 2022)
• No. 161 (13-14 November 2021)
• No. 160 (22 August 2021)
• No. 159 (31 Jul-1 Aug 2021)
• No. 158 (8 July 2021)
• No. 157 (15-16 March 2021)
• No. 156 (26 January 2021)
• No. 155 (10 December 2020)
• No. 154 (22 November 2020)
• No. 153 (2 August 2020)
• No. 152 (2 July 2020)
• No. 151 (7 May 2020)
• No. 150 (17 April 2020)
• No. 149 (13-14 March 2020)
• No. 148 (23-24 Nov 2019)
• No. 147 (28 Oct-10 Nov 2019)
• No. 146 (28 July 2019)
• No. 145 (11 July 2019)
• No. 144 (19 March 2019)
• No. 143 (7-8 March 2019)
• No. 142 (9-10 November 2018)
• No. 141 (01 July 2018)
• No. 140 (15 June 2018)
• No. 139 (24-25 March 2018)
• No. 138 (18-19 November 2017)
• No. 137 (3-4 June 2017)
• No. 136 (24 May 2017)
• No. 135 (6-7 March 2017)
• No. 134 (10-11 November 2016)
• No. 133 (14 October 2016)
• No. 132 (18-19 June 2016)
• No. 131 (14 June 2016)
• No. 130 (9-10 April 2016)
• No. 129 (22 March 2016)
• No. 128 (10 March 2016)
• No. 127 (17 December 2015)
• No. 126 (30-31 October 2015)
• No. 125 (15 October 2015)
• No. 124 (16 September 2015)
• No. 123 (7-8 July 2015)
• No. 122 (29 June 2015)
• No. 121 (24 April 2015)
• No. 120 (21 April 2015)
• No. 119 (14-15 February 2015)
• No. 118 (2 February 2015)
• No. 117 (15-16 November 2014)
• No. 116 (3 November 2014)
• No. 115 (18 September 2014)
• No. 114 (2 July 2014)
• No. 113 (27-28 June 2014) AGM
• No. 112 (16 June 2014)
• No. 111 (7-8 April 2014)
• No. 110 (1 April 2014)
• No. 109 (30 January 2014)
• No. 108 (12 December 2013)
• No. 107 (24 November 2013)
• No. 106 (22-23 November 2013)
• No. 105 (11 November 2013)
• No. 104 (16 September 2013)
• No. 103 (3-4 August 2013) AGM
• No. 102 (22 July 2013)
• No. 101 (13 April 2013)
• No. 100 (21 January 2013)
• No. 99 (19 November 2012)
• No. 98 (20-21 October 2012)
• No. 97 (19 September 2012)
• No. 96 (4-5 August 2012) AGM
• No. 95 (16 July 2012)
• No. 94 (29 May 2012)
• No. 93 (11 April 2012)
• No. 92 (09-11 March 2012)
• No. 91 (16 January 2012)
• No. 90 (22-23 October 2011)
• No. 89 (19 September 2011)
• No. 88 (30-31 July 2011)
• No. 87 (30 July 2011) AGM
• No. 86 (09 May 2011)
• No. 85 (2-3 April 2011)
• No. 84 (13 December 2010)
• No. 83 (13-14 November 2010)
• No. 82 (20 September 2010)
• No. 81 (19-20 June 2010)
• No. 80 (19 June 2010) AGM
• No. 79 (17 May 2010)
• No. 78 (27-28 March 2010)
• No. 77 (2 February 2010)
• No. 76 (4-5 December 2009)
• No. 75 (21 September 2009)
• No. 74 (24-25 July 2009)
• No. 73 (24 July 2009) AGM
• No. 72 (29 May 2009)
• No. 71 (18 May 2009)
• No. 70 (28-29 March 2009)
• No. 69 (22-23 November 2008)
• No. 68 (15 September 2008)
• No. 67 (28-29 June 2008)
• No. 66 (28 June 2008) AGM
• No. 65 (19 May 2008)
• No. 64 (15-16 May 2008)
• No. 63 (8-9 December 2007)
• No. 62 (4 October 2007)
• No. 61 (30 June-1 July 2007)
• No. 60 (30 June 2007) AGM
• No. 59 (21 May 2007)
• No. 58 (24-25 March 2007)
• No. 57 (15 January 2007)
• No. 56 (11-12 November 2006)
• No. 55 (18 September 2006)
• No. 54 (30 June-1 July, 2006)
• No. 53 (30 June 2006) AGM
• No. 52 (10 April 2006)
• No. 51 (10-11 February 2006)
• No. 50 (30 October 2005)
• No. 49 (5-6 August 2005)
• No. 48 (5 August 2005) AGM
• No. 47 (19 May 2005)
• No. 46 (13 May 2005)
• No. 45 (11-12 March 2005)
• No. 44 (17 January 2005)
• No. 43 (16 December 2004)
• No. 42 (23 November 2004)
• No. 41 (12-13 November 2004)
• No. 40 (14 October 2004)
• No. 38 (15 May 2004) AGM
• No. 37 (15 December 2003)
• No. 36 (8-9 November 2003)
• No. 35 (15 October 2003)
• No. 34 (12-13 July 2003)
• No. 33 (12-13 July 2003) AGM
• No. 32 (16 March 2003)
• No. 31 (4 December 2002)
• No. 30 (16-17 November 2002)
• No. 28 (17-18 June 2002)
• No. 27 (27 June 2002) AGM
• No. 26 (15 May 2002)
• No. 25 (8-9 December 2001)
• No. 24 (6 June 2001)
• No. 23 (4-5 June 2001) AGM
• No. 22 (10 December 2000)
• No. 21 (18 July 2000)
• No. 20 (17-18 July 2000) AGM
• No. 19 (12-13 November 1999)
• No. 18 (22 June 1999)
• No. 17 (21-22 July 1999)
• No. 16 (11-12 December 1998)
• No. 15 (21 July 1998)
• No. 14 (20-21 July 1998) AGM
• No. 13 (12-13 December 1997)
• No. 12 (24 June 1997)
• No. 11 (23-24 June 1997) AGM
• No. 10 (13-14 December 1996)
• No. 9 (24-25 June 1996) AGM
• No. 8 (8-9 December 1995)
• No. 7 (26-27 June 1995)
• No. 6 (15-16 December 1994) AGM
• No. 5 (13-14 June 1994)
• No. 4 (7-9 February 1994)
• No. 3 (16-17 August 1993) AGM
• No. 2 (10-11 December 1992)
• No. 1 (15 June 1992)