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Board of Trustees Meeting Minutes

No. 149 (Mar 13-14, 2020)
Board Meeting Minutes

Minutes of Board Meeting No. 149

Author: J. Levine
Date: 2020-03-14
Committee: BOT
Document: 2020-03-14
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

March 13-14 2020
Videoconference

Guide to Board 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 at this meeting.

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

Staff: Kevin Craemer, Sandy Spector

Friday, 13 March 2020

The meeting opened at 13:18 UTC by videoconference.

Open to Observers Session

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

Glenn was recused from discussions about PIR.

2. Document resolutions approved by e-vote since board meeting #148 – J. Levine

Resolution 2019-59: Approve the minutes of the 148th Board meeting
RESOLVED, that the minutes of the 148th meeting of the Board of Trustees, held in Singapore on November 23-24, 2019 are approved.

Resolution 2020-01: Adopt the Board Conflict of Interest policy
RESOLVED, that the Conflict of Interest Policy for Trustees and Board-Designated Officers is adopted, as presented.

Resolution 2020-02: Approve CEO appointed officers
RESOLVED, that the Board confirms the appointment of Sandra Spector as Chief Financial officer in 2016,
FURTHER RESOLVED, that the Board authorizes the CEO to appoint officers from time to time as he or she deems necessary.

Resolution 2020-03: Update the Board Code of Ethics
RESOLVED, that the Board and Officer Code of Ethics is updated by replacing section 3.0 with:

 “3.0 Conflict of Interest
All Internet Society Board members must follow the Board’s Conflict of Internet Policy.”

Resolution 2020-04: Update the Nominations Committee Charter
RESOLVED, that the charter of the Nominations Committee is updated by replacing sections II and III, as presented.

Resolution 2020-05: Update the Elections Committee Charter
RESOLVED, that the charter of the Elections Committee is updated by replacing section II, as presented.

Resolution 2020-06: Amend the Elections Timetable
RESOLVED, that the board approves amendments to the 2019-2020 ISOC Elections Timetable as presented.

3. Chapters Advisory Council Steering Committee Report – E. Diaz
PURPOSE: To receive a report from the ISOC Chapters Advisory Council Steering Committee.

Eduardo Diaz presented the report.

4. ISOC Mexico Chapter Report – L. Martinez and A. Martinez Valera
PURPOSE: To receive a report from the Mexico Chapter of the Internet Society.

Luis Martinez presented the report, with Jeffry Fernández and Alejandro Martinez.

5. New and rejuvenated Chapters – G. Camarillo
PURPOSE: To welcome a newly approved chapter and congratulate two newly rejuvenated Chapters.

Resolution 2020-07: Welcome new and rejuvenated Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the following new Internet Society Ethiopia Chapter, and congratulates the rejuvenated Chapters, Internet Society Chapter Belgium and the ISOC Cameroon Chapter.

Moved by Walid, seconded by Olga. Approved by acclamation.

6. Appointments to the PIR Board – G. Camarillo

Resolution 2020-08: 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 one-year terms commencing with the PIR Board’s 2020 mid-year meeting:

  • Jeffrey Bedser
  • Narelle Clark

Moved by Olga, seconded by Pepper. Approved 10-0 with one abstention.

7. Report of the ISOC Nominations Committee – O. Cavalli
PURPOSE: To accept the final report of the 2019-2020 ISOC Nominations Committee.

Resolution 2020-09: Accept the 2019-2020 ISOC Nominations Committee report
RESOLVED that the report of the 2019-2020 ISOC Nominations Committee is accepted as presented.

Moved by Richard, seconded by Walid, approved unanimously.

The meeting recessed at 14:31 and resumed at 14:46.

8. President & CEO Reports

Rinalia Abdul Rahim joined the meeting.

  • 2019 Achievements Report – A. Sullivan
  • 2019 Impact Report – R. Abdul Rahim
  • 2021 Action Plan Planning Process – R. Abdul Rahim

Andrew and Rinalia presented the reports.

At 15:45 the board moved to Closed Executive Session.

9. Update on Internal Restructuring – A. Sullivan

Andrew presented the update.

10. ISOC Financial Update – S. Spector

Sandy presented the update.

Ted Hardie, Alissa Cooper, and Jason Livingood joined the meeting at 17:05.

11. Discussion with Chairs of the IAB, IETF and IETF LLC – T. Hardie, A. Cooper & J. Livingood

Gonzalo noted that the board had also received written reports from the IAB and IETF Chairs.

The meeting recessed for the day at 18:05.

Saturday, 14 March 2020

The meeting resumed in Closed Executive Session at 12:04.

James Wood joined the meeting.

12. Corporate Communications Strategy for 2020 – R. Abdul Rahim & J. Wood

James Wood presented the strategy plan.

The meeting recessed from 13:03 to 13:10.

David Frolio joined the meeting.

13. Connected Giving Foundation (CGF) – A. Sullivan

Sandy presented the CGF plan.

14. Other business

The board discussed the meeting schedule for 2021.

15. Adjourn Meeting 149

The meeting adjourned at 14:35.


Summary of Resolutions

Resolution 2019-59: Approve the minutes of the 148th Board meeting
RESOLVED, that the minutes of the 148th meeting of the Board of Trustees, held in Singapore on November 23-24, 2019 are approved.

Resolution 2020-01: Adopt the Board Conflict of Interest policy
RESOLVED, that the Conflict of Interest Policy for Trustees and Board-Designated Officers is adopted, as presented.

Resolution 2020-02: Approve CEO appointed officers
RESOLVED, that the Board confirms the appointment of Sandra Spector as Chief Financial officer in 2016,
FURTHER RESOLVED, that the Board authorizes the CEO to appoint officers from time to time as he or she deems necessary.

Resolution 2020-03: Update the Board Code of Ethics
RESOLVED, that the Board and Officer Code of Ethics is updated by replacing section 3.0 with:

 “3.0 Conflict of Interest
All Internet Society Board members must follow the Board’s Conflict of Internet Policy.”

Resolution 2020-04: Update the Nominations Committee Charter
RESOLVED, that the charter of the Nominations Committee is updated by replacing sections II and III, as presented.

Resolution 2020-05: Update the Elections Committee Charter
RESOLVED, that the charter of the Elections Committee is updated by replacing section II, as presented.

Resolution 2020-06: Amend the Elections Timetable
RESOLVED, that the board approves amendments to the 2019-2020 ISOC Elections Timetable as presented.

Resolution 2020-07: Welcome new and rejuvenated Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the following new Internet Society Ethiopia Chapter, and congratulates the rejuvenated Chapters, Internet Society Chapter Belgium and the ISOC Cameroon Chapter.

Resolution 2020-08: 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 one-year terms commencing with the PIR Board’s 2020 mid-year meeting:

  • Jeffrey Bedser
  • Narelle Clark

Resolution 2020-09: Accept the 2019-2020 ISOC Nominations Committee report
RESOLVED that the report of the 2019-2020 ISOC Nominations Committee is accepted as presented.