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Board of Trustees Meeting Minutes

No. 152 (July 2, 2020)
Board Meeting Minutes

Minutes of Board Meeting No. 152

Author: J. Levine
Date: 2020-07-02
Committee: BOT
Document: 2020-07-02
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

July 2, 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

Olga joined the meeting later.

Incoming trustees as observers:

Ted Hardie
George Sadowsky
Laura Thomson
Heather West

Apologies: Maimouna Diop

Staff present: Kevin Craemer

Agenda

Session open to observers.

The meeting opened at 13:09 UTC.

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

2. Document resolutions approved by the Board by e-vote since Meeting 149 – J. Levine

Resolution 2020-11: Appoint interim officers of the Connected Giving Foundation
WHEREAS the Internet Society is a party to the Equity Purchase Agreement by and among Purpose Domains Direct, LLC, Internet Society, Connected Giving Foundation and Public Interest Registry dated as of November 11, 2019, providing for the sale of Public Interest Registry to Purpose Domains Direct, LLC, a subsidiary of Ethos Capital (the “Transaction”); and
WHEREAS the consummation of the Transaction is subject to certain contractual and governmental approvals; and
WHEREAS upon the consummation of the Transaction, the proceeds of the Transaction will be held by the Connected Giving Foundation, a supporting organization of the Internet Society, as a quasi-endowment for the benefit of the Internet Society; and
WHEREAS the Internet Society has initiated a process of consultation with the community with respect to the certain elements of the governance of Connected Giving Foundation; and
WHEREAS pending the conclusion of that community consultation process, the Internet Society intends to adopt a temporary governance structure for Connected Giving Foundation, with a Board of Directors composed of the officers of the Internet Society, as determined from time to time,
NOW, THEREFORE, BE IT RESOLVED, that, concurrently with the consummation of the Transaction, the Internet Society shall appoint the individuals holding the following officer positions at the Internet Society, to the board of directors of the Connected Giving Foundation, until such time as the community consultation is concluded: Chair, President/CEO; Treasurer; Secretary; and Chief Financial Officer; and
FURTHER RESOLVED, that the Board of Directors of Connected Giving Foundation are instructed to elect the individuals serving as the following officers of the Internet Society, to serve in the same positions of Connected Giving Foundation: Chair, President/CEO; Treasurer; Secretary; and Chief Financial Officer.

Resolution 2020-12: Approve emergency funding for the Shadowserver Foundation
WHEREAS the Internet Society supports and promotes the development of the Internet as a global technical infrastructure, a resource to enrich people’s lives, and a force for good in society; and
WHEREAS the development of the Internet depends upon the Internet’s constituent networks to collaborate voluntarily in ensuring security for all; and WHEREAS the Shadowserver Foundation operates critical facilities for enabling such voluntary collaborative security; and
WHEREAS the Shadowserver Foundation has unexpectedly lost essential funding;
NOW, BE IT RESOLVED that the Internet Society Board of Trustees approves the total expenditure of $400,000 in support of operation of the Shadowserver Foundation, to be taken from the Society’s reserve.

Resolution 2020-10: Approve the minutes of the 149th Board meeting
RESOLVED, that the minutes of the 149th meeting of the Board of Trustees, held by videoconference on March 13-14, 2020, are approved.

Resolution 2020-14: Approve the minutes of the 150th Board meeting
RESOLVED, that the minutes of the 150th meeting of the Board of Trustees, held by videoconference on April 17, 2020, are approved.

Resolution 2020-18: Approve the minutes of the 151st Board meeting
RESOLVED, that the minutes of the 151st meeting of the Board of Trustees, held by videoconference on May 7, 2020, are approved.

Resolution 2020-17: Appoint Heather West to the Board of Trustees
RESOLVED, that the Board appoints Heather West as a Trustee for a term commencing at the 2020 Annual General Meeting and concluding at the 2021 Annual General Meeting.

Resolution 2020-19: Create the CEO Succession Planning Committee
RESOLVED, that the Internet Society board establishes a CEO Succession Planning Committee and approves its Charter as presented, and
FURTHER RESOLVED, that the board appoints Mike Godwin as chair of the Committee, Richard Barnes and Gonzalo Camarillo as members of the Committee, and Laura Thomson as an observer. It is the intention of the board that all four will be reappointed as members when the committee is reestablished at the 2020 Annual General Meeting.

Resolution 2020-20: Appoint a Liaison to the IETF Nominations Committee
RESOLVED, that the ISOC Board appoints Laura Thomson as ISOC Board Liaison to the IETF Nominations Committee for the 2020-2021 term.

3. Welcome New Chapter – G. Camarillo

Resolution 2020-21: Welcome new Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the ISOC Comoros Chapter.

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

The board is also notified that the following 5 chapters have recently been moved into rejuvenation: Guyana Chapter, India Bangalore Chapter, Malta Chapter, Spain Galicia Chapter and Thailand Chapter.

4. Action items for the 2020-2021 Board of Trustees – G. Camarillo

Resolution 2020-22: Accept and convey actionable items to the 2020-2021 Board of Trustees.
RESOLVED, the 2019-2020 Board of Trustees accepts as accurate the following Summary of Agreed Board Action Items and, FURTHER RESOLVED, that the Board conveys this Summary to the 2020-2021 Board.

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 2019-2020 Board conveys the following priorities to the 2020-2021 Board:

  • Support the Governance Reform Working Group so that Internet Society communities may provide input to the Board on governance matters;
  • Support the CEO Succession Planning Committee so that the Internet Society has a CEO succession strategy in place at all times;
  • Determine a high-level strategy for revenue diversification for the future of the Internet Society and the Internet Society Foundation; and
  • Continue to support the projects approved as part of the Internet Society’s 2020 Action Plan.

Moved by Pepper, seconded by Hiroshi, approved unanimously 10-0-0.

5. Independent Auditors Report – S. Turner

Resolution 2020-23: Accept the 2019 Independent Auditors Report.
RESOLVED, that the 2019 Independent Auditors Report is accepted, in reliance on the PIR 2019 Independent Auditors Report as accepted by the PIR Board on May 13, 2020.

Moved by Sean, seconded by Hiroshi, approved unanimously.

Olga joined the meeting at 13:16

6. Audit Committee Report – S. Turner

Resolution 2020-24: Accept the Audit Committee Report
RESOLVED, that the report of the 2019-2020 Audit Committee is accepted.

Moved by Sean, seconded by Hiroshi, approved unanimously.

7. CEO Succession Committee – M. Godwin

Resolution 2020-25: Accept the CEO Succession Planning Committee Report.
RESOLVED, that the report of the 2019-2020 CEO Succession Planning Committee is accepted.

Moved by Mike, seconded by Hiroshi, approved unanimously.

8. Compensation Committee Report – G. Camarillo

Resolution 2020-26: Accept the Compensation Committee Report
RESOLVED, that the report of the 2019-2020 Compensation Committee is accepted.

Moved by Walid, seconded by Mike, approved unanimously.

9. Elections Committee Report – H. Esaki

Resolution 2020-27: Accept the Elections Committee Report.
RESOLVED, that the report of the 2019-2020 Elections Committee is accepted.

Moved by Olga, seconded by Pepper, approved unanimously.

10. Executive Committee Report – G. Camarillo

Resolution 2020-28: Accept the Executive Committee Report
RESOLVED, that the report of the 2019-2020 Executive Committee is accepted.

Moved by Hiroshi, seconded by Walid, approved unanimously.

11. Finance Committee Report – R. Barnes

Richard presented the report.

Resolution 2020-29: Accept the Finance Committee Report.
RESOLVED, that the report of the 2019-2020 Finance Committee is accepted.

Moved by Richard, seconded by Hiroshi, approved unanimously.

12. Governance Committee Report – J. Levine

Resolution 2020-30: Accept the Governance Committee Report.
RESOLVED, that the report of the 2019-2020 Governance Committee is accepted.

Moved by John, seconded by Mike, approved unanimously.

13. Adopt Board Member Agreement – J. Levine

Resolution 2020-31: Adopt the Board Member Agreement
RESOLVED, that the ISOC Board of Trustees adopts the Board Member Agreement as presented, and requests that each Trustee sign and return a copy prior to the Annual General Meeting, and
FURTHER RESOLVED, that in future years, all newly elected and appointed Trustees will be requested to sign and return a copy of the Agreement prior to the start of their terms.

Moved by John, seconded by Mike, approved unanimously.

14. PIR Nominations Committee Report – J. Levine

John noted that the Board extended terms of PIR board members Jeff Bedser and Narelle Clark.

Resolution 2020-32: Accept the PIR Nominations Committee Report.
RESOLVED, that the report of the 2019-2020 PIR Nominations Committee is accepted.

Moved by John, seconded by Olga, approved unanimously.

15. Any Other Business – G. Camarillo

16. Adjournment of Board Meeting #152

The meeting adjourned at 13:33 UTC.

Summary of Resolutions

Resolution 2020-11: Appoint interim officers of the Connected Giving Foundation
WHEREAS the Internet Society is a party to the Equity Purchase Agreement by and among Purpose Domains Direct, LLC, Internet Society, Connected Giving Foundation and Public Interest Registry dated as of November 11, 2019, providing for the sale of Public Interest Registry to Purpose Domains Direct, LLC, a subsidiary of Ethos Capital (the “Transaction”); and
WHEREAS the consummation of the Transaction is subject to certain contractual and governmental approvals; and
WHEREAS upon the consummation of the Transaction, the proceeds of the Transaction will be held by the Connected Giving Foundation, a supporting organization of the Internet Society, as a quasi-endowment for the benefit of the Internet Society; and
WHEREAS the Internet Society has initiated a process of consultation with the community with respect to the certain elements of the governance of Connected Giving Foundation; and
WHEREAS pending the conclusion of that community consultation process, the Internet Society intends to adopt a temporary governance structure for Connected Giving Foundation, with a Board of Directors composed of the officers of the Internet Society, as determined from time to time,
NOW, THEREFORE, BE IT RESOLVED, that, concurrently with the consummation of the Transaction, the Internet Society shall appoint the individuals holding the following officer positions at the Internet Society, to the board of directors of the Connected Giving Foundation, until such time as the community consultation is concluded: Chair, President/CEO; Treasurer; Secretary; and Chief Financial Officer; and
FURTHER RESOLVED, that the Board of Directors of Connected Giving Foundation are instructed to elect the individuals serving as the following officers of the Internet Society, to serve in the same positions of Connected Giving Foundation: Chair, President/CEO; Treasurer; Secretary; and Chief Financial Officer.

Resolution 2020-12: Approve emergency funding for the Shadowserver Foundation
WHEREAS the Internet Society supports and promotes the development of the Internet as a global technical infrastructure, a resource to enrich people’s lives, and a force for good in society; and
WHEREAS the development of the Internet depends upon the Internet’s constituent networks to collaborate voluntarily in ensuring security for all; and WHEREAS the Shadowserver Foundation operates critical facilities for enabling such voluntary collaborative security; and
WHEREAS the Shadowserver Foundation has unexpectedly lost essential funding;
NOW, BE IT RESOLVED that the Internet Society Board of Trustees approves the total expenditure of $400,000 in support of operation of the Shadowserver Foundation, to be taken from the Society’s reserve.

Resolution 2020-10: Approve the minutes of the 149th Board meeting
RESOLVED, that the minutes of the 149th meeting of the Board of Trustees, held by videoconference on March 13-14, 2020, are approved.

Resolution 2020-14: Approve the minutes of the 150th Board meeting
RESOLVED, that the minutes of the 150th meeting of the Board of Trustees, held by videoconference on April 17, 2020, are approved.

Resolution 2020-18: Approve the minutes of the 151st Board meeting
RESOLVED, that the minutes of the 151st meeting of the Board of Trustees, held by videoconference on May 7, 2020, are approved.

Resolution 2020-17: Appoint Heather West to the Board of Trustees
RESOLVED, that the Board appoints Heather West as a Trustee for a term commencing at the 2020 Annual General Meeting and concluding at the 2021 Annual General Meeting.

Resolution 2020-19: Create the CEO Succession Planning Committee
RESOLVED, that the Internet Society board establishes a CEO Succession Planning Committee and approves its Charter as presented, and
FURTHER RESOLVED, that the board appoints Mike Godwin as chair of the Committee, Richard Barnes and Gonzalo Camarillo as members of the Committee, and Laura Thomson as an observer. It is the intention of the board that all four will be reappointed as members when the committee is reestablished at the 2020 Annual General Meeting.

Resolution 2020-20: Appoint a Liaison to the IETF Nominations Committee
RESOLVED, that the ISOC Board appoints Laura Thomson as ISOC Board Liaison to the IETF Nominations Committee for the 2020-2021 term.

Resolution 2020-21: Welcome new Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the ISOC Comoros Chapter.

Resolution 2020-22: Accept and convey actionable items to the 2020-2021 Board of Trustees.
RESOLVED, the 2019-2020 Board of Trustees accepts as accurate the following Summary of Agreed Board Action Items and, FURTHER RESOLVED, that the Board conveys this Summary to the 2020-2021 Board.

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 2019-2020 Board conveys the following priorities to the 2020-2021 Board:

  • Support the Governance Reform Working Group so that Internet Society communities may provide input to the Board on governance matters;
  • Support the CEO Succession Planning Committee so that the Internet Society has a CEO succession strategy in place at all times;
  • Determine a high-level strategy for revenue diversification for the future of the Internet Society and the Internet Society Foundation; and
  • Continue to support the projects approved as part of the Internet Society’s 2020 Action Plan.

Resolution 2020-23: Accept the 2019 Independent Auditors Report.
RESOLVED, that the 2019 Independent Auditors Report is accepted, in reliance on the PIR 2019 Independent Auditors Report as accepted by the PIR Board on May 13, 2020.

Resolution 2020-24: Accept the Audit Committee Report
RESOLVED, that the report of the 2019-2020 Audit Committee is accepted.

Resolution 2020-25: Accept the CEO Succession Planning Committee Report.
RESOLVED, that the report of the 2019-2020 CEO Succession Planning Committee is accepted.

Resolution 2020-26: Accept the Compensation Committee Report
RESOLVED, that the report of the 2019-2020 Compensation Committee is accepted.

Resolution 2020-27: Accept the Elections Committee Report.
RESOLVED, that the report of the 2019-2020 Elections Committee is accepted.

Resolution 2020-28: Accept the Executive Committee Report
RESOLVED, that the report of the 2019-2020 Executive Committee is accepted.

Resolution 2020-29: Accept the Finance Committee Report.
RESOLVED, that the report of the 2019-2020 Finance Committee is accepted.

Resolution 2020-30: Accept the Governance Committee Report.
RESOLVED, that the report of the 2019-2020 Governance Committee is accepted.

Resolution 2020-31: Adopt the Board Member Agreement
RESOLVED, that the ISOC Board of Trustees adopts the Board Member Agreement as presented, and requests that each Trustee sign and return a copy prior to the Annual General Meeting, and
FURTHER RESOLVED, that in future years, all newly elected and appointed Trustees will be requested to sign and return a copy of the Agreement prior to the start of their terms.

Resolution 2020-32: Accept the PIR Nominations Committee Report.
RESOLVED, that the report of the 2019-2020 PIR Nominations Committee is accepted.