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Board of Trustees Meeting Minutes

No. 148 (Nov 23-24, 2019)
Board Meeting Minutes

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.


Summary of Resolutions

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.

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

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.

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.

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

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.

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.