Minutes of Board Meeting No. 153

Author: J. Levine
Date: 2020-08-02
Committee: BOT
Document: 2020-08-02
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

August 1-2, 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.

Saturday, 1 August 2020

Board members present:

• Richard Barnes
• Gonzalo Camarillo
• Olga Cavalli
• Maimouna Diop
• Mike Godwin
• Ted Hardie
• John Levine
• Robert Pepper
• George Sadowsky
• Andrew Sullivan
• Laura Thomson
• Heather West

Walid Al-Saqaf joined the meeting on 2 August.

Guests: Hans Peter Dittler, Glenn McKnight
Staff: Kevin Craemer
Staff that joined for part of the meeting: Rinalia Abdul Rahim, Joyce Dogniez, Sarah Armstrong, James Wood, Sandy Spector

The meeting opened in Open to Observers session at 15:54 UTC.

1. Opening of ISOC Annual General Meeting–A. Sullivan

Per the Procedure for Conducting Election of Officers of the Board, the President opened the meeting and presided over the election of the Chair of the Board.

2. Annual Election of Board Chair–A. Sullivan

PURPOSE: To elect the Chair of the Internet Society Board of Trustees.

The board entered Closed Executive Session at 16:00 and debated the candidate.

The board re-entered Open to Observers session at 16:12.

Gonzalo was elected with 11 votes and no abstentions.

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

George declared a conflict with PIR. John declared a conflict with the IETF LLC.

4. Annual Election of Other Officers–G. Camarillo

PURPOSE: To elect other officers of the Internet Society Board of Trustees.

Election of the Secretary
John was elected with 11 votes and no abstentions.

Election of the Treasurer
Richard was elected with 11 votes and no abstentions.

5. Document resolutions approved by the Board by e-vote since Meeting 152-J. Levine

Resolution 2020-33: Develop revised fellowship programs
WHEREAS the Internet Society wishes to develop the talents and interest of future leaders to ensure that the Internet is open, globally-connected, trustworthy, and secure; and
WHEREAS the Internet Society staff has prepared a proposal for two Fellowship programs in support of such talent and interest development; and
WHEREAS consultation with the Internet Society community indicated broad general support for those proposals, subject to some adjustments;
NOW THEREFORE BE IT RESOLVED, that the Internet Society staff is directed to begin work on the revised Fellowships programs as previously described, with total expenditures in 2020, including staff costs, not to exceed $300,000, such funds to be redirected from the already-approved budget for 2020 for program spending.

Resolution 2020-34: Improve individual member engagement
WHEREAS the Internet Society has always included individual members; and
WHEREAS the engagement from Individual Members has been for some years in decline; and
WHEREAS the Internet Society acknowledges the importance of Individual Members; and
WHEREAS the Internet Society staff in 2019 prepared a plan to engage Individual Members in a comprehensive manner;
NOW THEREFORE BE IT RESOLVED that the Internet Society staff is directed to create appropriate strategy, processes, use cases, and pilot systems in order to improve engagement with Individual Members, with total expenditures in 2020, including staff costs, not to exceed $200,000, such funds to be redirected from the already-approved budget for 2020 for program spending.

Resolution 2020-35: Approve the minutes of the 152nd Board meeting
RESOLVED, that the minutes of the 152nd meeting of the Board of Trustees, held by videoconference on July 2, 2020, are approved.

6. Action items from the 2019-2020 Board-G. Camarillo

PURPOSE: Accept summary of agreed Board action items from the 2019-2020 Board of Trustees.

Resolution 2020-36: Accept the Summary of Agreed Board Action Items from the 2019-2020 Board of Trustees.
RESOLVED, the ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2019-2020 Board of Trustees.

Moved by Richard, seconded by Olga, approved unanimously.

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.

7. Recognition of Outgoing Trustees-G. Camarillo

Resolution 2020-37: Recognition of outgoing Trustees
RESOLVED, that the Board thanks Hans Peter Dittler, Hiroshi Esaki, Glenn McKnight and Sean Turner for their dedication and outstanding service to the Internet Society as members of the Board of Trustees. The Board also thanks Mieke van Heesewijk, who resigned earlier in the year.

Moved by Ted, seconded by Richard, approved by acclamation

The meeting recessed at 16:36 and resumed at 17:02.

8. IAB Chair’s Report–M. Kühlewind

PURPOSE: To receive a report from the Chair of the Internet Architecture Board.
Mirja Kühlewind presented the report.

9. IETF Chair’s Report–A. Cooper

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

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

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

11. IETF Trust Chair’s Report–G. Deen 

PURPOSE: To receive a report from the Chair of the Internet Engineering Task Force Trust.
Glenn Deen presented the report.

12. OMAC Co-Chair’s Report–C. Dahlskjaer

PURPOSE: To receive a report from the Co-Chair of the ISOC Organization Members Advisory Council.
Christel Dahlskjaer presented the report.

13. ChAC Steering Committee Chair’s Report–E. Diaz

PURPOSE: To receive a report from the Chair of the ISOC Chapters Advisory Council Steering Committee.
Eduardo Diaz presented the report.

The meeting recessed from 18:53 until 19:05.

Laura left the meeting at 19:05 and rejoined at 19:17.

14. President & CEO Reports

PURPOSE: To receive updates from the CEO

• Report on ISOC Staff Organization – A. Sullivan
• 2020 Action Plan Report – A. Sullivan

Andrew presented the reports.

The board moved to Closed Executive Session at 19:55.

15. Communications Strategy Update–J. Wood

PURPOSE: To receive a report on Communications strategy from ISOC’s Vice President, Corporate Communications.
James Wood presented the report.

The meeting recessed for the day at 20:33.

Sunday, 2 August 2020

The meeting resumed at 14:03 in Closed Executive Session

Walid joined the meeting. George left the meeting.

16. PIR Report–J. Nevett and L. Fuhr

PURPOSE: To receive a report on business matters from the PIR CEO and Board Chair.
Jon Nevett and Lise Fuhr presented the report.

At 15:10 the meeting entered Open to Observers session.

George joined the meeting.

17. President & CEO Reports (continued)

PURPOSE: To receive updates from the CEO
2021 Action Plan and Budget Development Process–R. Abdul Rahim

18. Update on Individual Membership Plan–R. Abdul Rahim and J. Dogniez

PURPOSE: To receive an update on the plan for Individual Membership.
Rinalia Abdul Rahim and Joyce Dogniez presented the report.

19. CFO Report–S. Spector

PURPOSE: To receive a financial update.
Sandy Spector and Sae Park presented the report.

The meeting recessed from 16:15 to 16:35 and resumed in Open to Observers Session.

20. Appointment of Trustee to the IETF Trust-G. Camarillo

PURPOSE: Appoint a Trustee to the IETF Trust.

Resolution 2020-38: Appoint a Trustee to the IETF Trust.
RESOLVED, that the ISOC Board appoints John as a Trustee of the IETF Trust for a term of two years.

Moved by Ted, seconded by Olga, approved unanimously.

21. Annual Appointment of Committee Chairs and Members-G. Camarillo

PURPOSE: Appoint chairs and members of committees of the Board

(i). Appoint the chair and members of the Audit Committee

Resolution 2020-39: Appoint the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints Heather as chair and Maimouna and Mike as members of the committee.

Moved by Pepper, seconded by Walid, approved unanimously.

(ii). Appoint the chair and members of the CEO Succession Planning Committee

Resolution 2020-40: Appoint the CEO Succession Planning Committee
RESOLVED, that the Board creates a CEO Succession Planning Committee and appoints Mike as chair and Gonzalo, Laura, Pepper, and Richard as members of the committee. The President serves as a non-voting, ex-officio member of this committee.

Moved by Ted, seconded by Richard, approved unanimously.

(iii). Appoint the chair and members of the Compensation Committee

Resolution 2020-41: Appoint the Compensation Committee
RESOLVED, that the Board creates a Compensation Committee and appoints Heather, Mike, Ted, and Walid as members of the committee. Gonzalo (Chair of the Board) serves ex-officio as chair of the committee.

Moved by Olga, seconded by Maimouna, approved unanimously.

(iv). Appoint the chair of the Elections Committee

Resolution 2020-42: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates an Elections Committee and appoints Maimouna as chair of the committee. The President serves as a non-voting, ex-officio member of this committee.

Moved by George, seconded by Pepper, approved unanimously.

(v). Appoint the chair and members of the Executive Committee

Resolution 2020-43: Appoint the Executive Committee
RESOLVED, that the Board creates an Executive Committee and appoints the President, Richard (Treasurer), John (Secretary) as members, and Gonzalo (Chair of the Board) who serves as chair of the committee.

Moved by Ted, seconded by Walid, approved unanimously.

(vi). Appoint the chair and members of the Finance Committee

Resolution 2020-44: Appoint the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints George, Gonzalo, Laura, Olga, Pepper, and Ted as members of the committee, along with the President, and Richard (Treasurer) who serves as chair of the committee.

Moved by George, seconded by Mike, approved unanimously.

(vii). Appoint the chair and members of the Governance Committee

Resolution 2020-45: Appoint the Governance Committee
RESOLVED, that the Board creates a Governance Committee and appoints John as chair of the committee, and George, Heather, Maimouna, and Pepper as members. The President serves as a non-voting, ex-officio member of this committee.

Moved by Mike, seconded by Olga, approved unanimously.

(viii). Appoint the chair of the Nominations Committee

Resolution 2020-46: Appoint the chair of the Nominations Committee
RESOLVED, that the Board creates a Nominations Committee and appoints George as chair of the committee.

Moved by Laura, seconded by Heather, approved unanimously.

(ix). Appoint the chair and members of the PIR Nominations Committee

Resolution 2020-47: Appoint the PIR Nominations Committee
RESOLVED, that the Board creates a PIR Nominations Committee and appoints Ted as chair of the committee and John, Laura, and Olga as members.

Moved by Heather, seconded by Maimouna, approved unanimously.

22. Board meeting locations and dates for 2021–G. Camarillo

PURPOSE: Approve dates and locations for board meetings in 2021.

Resolution 2020-48: Approve dates and locations for 2021 board meetings
RESOLVED, that the board approves the following dates and locations for its meetings in 2021.

• Q1 Meeting: 26-27 March in Cancun
• Annual General Meeting: 31 July-1 August in San Francisco
• Retreat: 11-12 September in Washington DC
• Q4 Meeting: 13-14 November in Madrid

Moved by George, seconded by Mike, approved unanimously.

23. Any Other Business–G. Camarillo

24. Adjournment of Annual General Meeting

The board meeting adjourned at 16:50.

All Board Meeting Minutes

No. 153 (2 August 2020)

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