Board of Trustees Meeting Minutes

No. 154 (November 22, 2020)
Board Meeting Minutes

Minutes of Board Meeting No. 154

Author: J. Levine
Date: 2020-11-22
Committee: BOT
Document: 2020-11-22
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY
November 22, 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
Maimouna Diop
Mike Godwin
Ted Hardie
John Levine
Robert Pepper
George Sadowsky
Andrew Sullivan
Laura Thomson
Heather West

Staff present:
Sandy Spector, Sarah Armstrong, Ilona Levine, James Wood, Jane Coffin, Joyce Dogniez, Rinalia Abdul Rahim, Kevin Craemer.

The meeting opened at 16:06 UTC in Open to Observers session.

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

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

2. Document resolutions approved by e-vote – J. Levine

Resolution 2020-49: Approve the minutes of the 153rd Board meeting
RESOLVED, that the minutes of the 153rd meeting of the Board of Trustees, held by videoconference on August 1- 2, 2020, are approved.

Resolution 2020-50: Appoint members of the 2020-2021 Nominations Committee
RESOLVED, that Walid Al-Saqaf, Richard Barnes, Olga Cavalli, Michael Godwin, Patrick McManus and Amir Qayyum are appointed to the 2020-2021 ISOC Nominations Committee, chaired by George Sadowsky.

Resolution 2020-51: Process for electing trustees in the 2021 Organizational Members election
WHEREAS there are two trustees to be elected by the Organizational Members in 2021, and
WHEREAS one position is for a term of three years and one for a term of one year,
RESOLVED, that the candidate receiving the most votes in the 2021 Organizational Members election shall be elected as a trustee for three years, and the candidate receiving the second most votes shall be elected as a trustee for one year.

Resolution 2020-52: Appoint members of the 2020-2021 Elections Committee
RESOLVED, that Laura Thomson, Frieda Lukas, and Lars Steffen are appointed to the 2020-2021 ISOC Elections Committee, chaired by Maimouna Diop. The president serves as a non-voting, ex-officio member of the committee.

Resolution 2020-53: Approve the Elections Timetable
RESOLVED, that the 2020-2021 ISOC Elections Timetable is approved as presented.

Resolution 2020-54: Reallocate funds for training program development
WHEREAS the COVID-19 pandemic prevented the Internet Society Latin America and Caribbean (LAC) Chapter Workshops for 2020 from happening; and
WHEREAS several LAC Chapters have collectively established a set of requirements for some university-led training for Chapter members with an associated diploma or certificate issued in the name of the offering university; and WHEREAS the materials for said training are yet to be developed by the selected university;
RESOLVED, that the Board of Trustees of the Internet Society directs the Chief Executive Officer or the Chief Financial Officer to direct approved funds for Chapters Workshops, in an amount not to exceed US$20,000.00, to training program development to meet the requirements established by LAC Chapters.

Resolution 2020-55: Appoint George Sadowsky to PIR Nominations Committee
WHEREAS Olga Cavalli resigned from the 2020-2021 PIR Nominations Committee,
RESOLVED, that the Board appoints George Sadowsky as member of the committee to fill the vacancy.

Resolution 2020-56: Appoint Chair and Vice Chair of Governance Reform Working Group
RESOLVED, that the ISOC Board appoints Olga Cavalli as Chair, and Mike Godwin as Vice Chair of the Governance Reform Working Group.

3. Recognize new and rejuvenated Chapters– G. Camarillo

PURPOSE: To recognized newly approved and rejuvenated ISOC Chapters

Resolution 2020-57: Recognize new and rejuvenated Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the Internet Society Bosnia Herzegovina Chapter and congratulates the Internet Society Chile Chapter upon its rejuvenation.

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

The board was also notified that the Nepal Chapter has recently been moved into rejuvenation.

4. Discussion on Internet Society 2021 Plan – A. Sullivan

PURPOSE: To provide Trustees an opportunity to ask questions and provide comments on the proposed Internet Society 2021 Plan as described in a presentation provided to them in advance of the meeting.

The board discussed the Plan.

5. Discussion on 2021 Success Measures for Projects and Initiatives – R. Abdul Rahim

PURPOSE: To provide Trustees an opportunity to ask questions and provide comments on the Success Measures for Projects and Initiatives for 2021 as described in a presentation provided in advance of the meeting.

The board discussed the success measures.

The board moved to Closed Executive session at 16:45.

6. Discussion on President/CEO and Staff Reports

PURPOSE: To provide Trustees an opportunity to ask questions and provide comments on the President/CEO and Staff Reports provided in advance of the meeting.

a) Business Plan on Individual Membership – A. Sullivan

b) Business Plan on New Fellowships Program – A. Sullivan

c) Business Plan on Learning @ ISOC – A. Sullivan

d) Content Audit & Content Strategy Implementation – J. Wood

e) Proposal on ISOC Special Interest Groups (SIGs) – J. Dogniez

f.) Preview of Internet Insights – A. Sullivan

The board discussed the reports.

7. Public Interest Registry 2021 budget – R. Barnes

PURPOSE: To provide Trustees an overview of the proposed PIR 2021 budget.

Olga left the meeting at 17:45.

Richard presented the overview.

Olga then rejoined the meeting at 17:51.

8. Internet Society 2021 Budget – S. Spector

PURPOSE: To provide Trustees an opportunity to ask questions and provide comments on the Internet Society 2021 budget as described in a presentation provided in advance of the meeting.

The board discussed the budget.

The meeting recessed at 18:00 and resumed in Open to Observers session at 18:14.

9. Finance Committee report on 2021 budget proposal – R. Barnes

PURPOSE: To receive the report of the Finance Committee.

Richard presented the report.

10. Approve 2021 Public Interest Registry budget – G. Camarillo

PURPOSE: To approve the 2021 Public Interest Registry budget.

Resolution 2020-58: Approve the 2021 PIR budget
RESOLVED, that the Internet Society Board hereby approves the 2021 budget of the Public Interest Registry, as presented.

Moved by Richard, seconded by George.

Richard Y
Ted Y
Laura Y
George Y
Olga Abstain
John Y
Mike Y
Heather Y
Walid Y
Pepper Y
Maimouna Y
Gonzalo Y

Approved 11-0 with one abstention.

11. Approve the Internet Society 2021 Plan and Budget and other budget resolutions – G. Camarillo

PURPOSE: To approve the Internet Society 2021 Plan and Budget and other budget resolutions.

Resolution 2020-59: Approve the Internet Society 2021 Plan and Budget.
RESOLVED, that the Board approves the Internet Society 2021 Plan and Budget as documented in the 2021 Plan submission.

Other Budget Resolutions: Board Designated Funds

Resolution 2020-60: Approve funding for the Learning @ ISOC program
RESOLVED that the Board approves the expenditure of $760,200 to fund the Learning @ ISOC program using the remaining from the Reserves.

Resolution 2020-61: Approve funding for the Individual Membership Program
RESOLVED that the Board approves the expenditure of $200,000 to fund the Individual Membership Program using the remaining from the Reserves.

Resolution 2020-62: Approve funding for the New Fellowships Program
RESOLVED that the Board approves the expenditure of $260,000 to fund the New Fellowships Program using the remaining from the Reserves.

Resolution 2020-63: Approve funding for the Content Strategy Implementation
RESOLVED that the Board approves the expenditure of $143,000 to fund the Content Strategy Implementation using a reallocation of funds previously designated for Community & Identity.

Resolution 2020-64: Approve funding for the Association Management System Replacement
RESOLVED that the Board approves the expenditure of $948,000 to fund replacement of the Association Management System, using a reallocation of $225,000 previously designated for a Strategic Implementation Fund and $723,000 from Reserves

Resolution 2020-65: Approve funding for the Tribal Window Program
RESOLVED that the Board approves the expenditure of $443,000 to fund the Tribal Window program using the remaining from the Reserves.

The trustees voted on the seven resolutions as a group.

Moved by Pepper, seconded by Ted.

Richard Y
Ted Y
Laura Y
George Y
Olga Y
John Y
Mike Y
Heather Y
Walid Y
Pepper Y
Maimouna Y
Gonzalo Y

Approved unanimously.

12. Approve the IETF LLC Funding Agreement – G. Camarillo

PURPOSE: To approve the IETF LLC Funding Agreement.

Resolution 2020-66: Approve a Funding Agreement between the Internet Society and the IETF LLC
WHEREAS the Internet Society (ISOC) has since its creation supported the Internet Engineering Task Force (IETF), and
WHEREAS ISOC in 2018 authorized the creation of the IETF Administration LLC (IETF LLC), and
WHEREAS ISOC has previously agreed to provide funding to the IETF LLC to support the work of the IETF;
RESOLVED, that the ISOC Board of Trustees approves the Funding Agreement between ISOC and the IETF LLC as presented, and
FURTHER RESOLVED, that the ISOC Board of Trustees authorizes the CEO to sign and execute the Funding Agreement.

Moved by Richard, seconded by Heather.

Richard Y
Ted Y
Laura Y
George Y
Olga Y
John Abstain
Mike Y
Heather Y
Walid Y
Pepper Y
Maimouna Y
Gonzalo Y

Approved 11-0 with one abstention.

The meeting moved to Closed Executive session at 18:22

13. Conflict of Interest Policy – G. Camarillo

PURPOSE: To discuss clarifications to the Conflict of Interest Policy for Trustees and Board-Designated Officers.

Maimouna left the meeting at 19:00.

The meeting moved to Open to Observers session at 19:12.

14. Any Other Business

15. Adjourn Internet Society Board of Trustees Meeting 154

The meeting adjourned at 19:17.


Summary of Resolutions

Resolution 2020-49: Approve the minutes of the 153rd Board meeting
RESOLVED, that the minutes of the 153rd meeting of the Board of Trustees, held by videoconference on August 1 – 2, 2020, are approved.

Resolution 2020-50: Appoint members of the 2020-2021 Nominations Committee
RESOLVED, that Walid Al-Saqaf, Richard Barnes, Olga Cavalli, Michael Godwin, Patrick McManus and Amir Qayyum are appointed to the 2020-2021 ISOC Nominations Committee, chaired by George Sadowsky.

Resolution 2020-51: Process for electing trustees in the 2021 Organizational Members election
WHEREAS there are two trustees to be elected by the Organizational Members in 2021, and
WHEREAS one position is for a term of three years and one for a term of one year,
RESOLVED, that the candidate receiving the most votes in the 2021 Organizational Members election shall be elected as a trustee for three years, and the candidate receiving the second most votes shall be elected as a trustee for one year.

Resolution 2020-52: Appoint members of the 2020-2021 Elections Committee
RESOLVED, that Laura Thomson, Frieda Lukas, and Lars Steffen are appointed to the 2020-2021 ISOC Elections Committee, chaired by Maimouna Diop. The president serves as a non-voting, ex-officio member of the committee.

Resolution 2020-53: Approve the Elections Timetable
RESOLVED, that the 2020-2021 ISOC Elections Timetable is approved as presented.

Resolution 2020-54: Reallocate funds for training program development
WHEREAS the COVID-19 pandemic prevented the Internet Society Latin America and Caribbean (LAC) Chapter Workshops for 2020 from happening; and
WHEREAS several LAC Chapters have collectively established a set of requirements for some university-led training for Chapter members with an associated diploma or certificate issued in the name of the offering university; and WHEREAS the materials for said training are yet to be developed by the selected university;
RESOLVED, that the Board of Trustees of the Internet Society directs the Chief Executive Officer or the Chief Financial Officer to direct approved funds for Chapters Workshops, in an amount not to exceed US$20,000.00, to training program development to meet the requirements established by LAC Chapters.

Resolution 2020-55: Appoint George Sadowsky to PIR Nominations Committee
WHEREAS Olga Cavalli resigned from the 2020-2021 PIR Nominations Committee,
RESOLVED, that the Board appoints George Sadowsky as member of the committee to fill the vacancy.

Resolution 2020-56: Appoint Chair and Vice Chair of Governance Reform Working Group
RESOLVED, that the ISOC Board appoints Olga Cavalli as Chair, and Mike Godwin as Vice Chair of the Governance Reform Working Group.

Resolution 2020-57: Recognize new and rejuvenated Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the Internet Society Bosnia Herzegovina Chapter and congratulates the Internet Society Chile Chapter upon its rejuvenation.

Resolution 2020-58: Approve the 2021 PIR budget
RESOLVED, that the Internet Society Board hereby approves the 2021 budget of the Public Interest Registry, as presented.

Resolution 2020-59: Approve the Internet Society 2021 Plan and Budget.
RESOLVED, that the Board approves the Internet Society 2021 Plan and Budget as documented in the 2021 Plan submission.

Resolution 2020-60: Approve funding for the Learning @ ISOC program
RESOLVED that the Board approves the expenditure of $760,200 to fund the Learning @ ISOC program using the remaining from the Reserves.

Resolution 2020-61: Approve funding for the Individual Membership Program
RESOLVED that the Board approves the expenditure of $200,000 to fund the Individual Membership Program using the remaining from the Reserves.

Resolution 2020-62: Approve funding for the New Fellowships Program
RESOLVED that the Board approves the expenditure of $260,000 to fund the New Fellowships Program using the remaining from the Reserves.

Resolution 2020-63: Approve funding for the Content Strategy Implementation
RESOLVED that the Board approves the expenditure of $143,000 to fund the Content Strategy Implementation using a reallocation of funds previously designated for Community & Identity.

Resolution 2020-64: Approve funding for the Association Management System Replacement
RESOLVED that the Board approves the expenditure of $948,000 to fund replacement of the Association Management System, using a reallocation of $225,000 previously designated for a Strategic Implementation Fund and $723,000 from Reserves

Resolution 2020-65: Approve funding for the Tribal Window Program
RESOLVED that the Board approves the expenditure of $443,000 to fund the Tribal Window program using the remaining from the Reserves.

Resolution 2020-66: Approve a Funding Agreement between the Internet Society and the IETF LLC
WHEREAS the Internet Society (ISOC) has since its creation supported the Internet Engineering Task Force (IETF), and
WHEREAS ISOC in 2018 authorized the creation of the IETF Administration LLC (IETF LLC), and
WHEREAS ISOC has previously agreed to provide funding to the IETF LLC to support the work of the IETF;
RESOLVED, that the ISOC Board of Trustees approves the Funding Agreement between ISOC and the IETF LLC as presented, and
FURTHER RESOLVED, that the ISOC Board of Trustees authorizes the CEO to sign and execute the Funding Agreement.