Minutes of Board Meeting No. 156

Author: J. Levine
Date: 2021-01-26
Committee: BOT
Document: 2021-01-26
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

January 26, 2021
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
Ted Hardie
John Levine
Robert Pepper
George Sadowsky
Andrew Sullivan
Laura Thomson
Heather West

Absent:
Maimouna Diop
Mike Godwin

Staff present:
Ilona Levine, Kevin Craemer.

The meeting started in Open to Observers Session at 17:45 UTC.

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

No conflicts were declared.

2. Conflict of Interest Policy–G. Camarillo

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

Resolution 2021-03: Approve clarifications to the Conflict of Interest Policy for Trustees and Board-designated Officers
RESOLVED, that the Board approves the clarifications to the Conflict of Interest Policy for Trustees and Board-designated Officers as presented.

Moved by Richard, second by Laura.

Gonzalo              Yes
John                   Yes
Ted                     Yes
Olga                    Abstain
Walid                  Yes
Laura                   Yes
George                Abstain
Pepper                Yes
Richard               Yes
Heather               Yes

The motion passed with 8 yes votes and 2 abstentions.

3. Any Other Business

Olga read the following statement:

I have honorably served as an ISOC Board of Trustee for 5 years. During this time, I have zealously sought to advance the mission of ISOC as set forth in its Articles of Incorporation.

With the changes made to ISOC’s Conflict of Interest Policy today and my intention and desire to continue as a non-voting member of the ICANN GNSO Council I hereby tender my resignation effective today as an ISOC Trustee.

Olga later clarified that she resigned from her other ISOC and ISOC Foundation roles as well.

Resolution 2021-04: Thanking Olga Cavalli for her service
RESOLVED, that the ISOC Board thanks Olga Cavalli for her service as a Trustee of the Society.

Ted moved; Pepper seconded. Approved by acclamation.

4. Adjourn Internet Society Board of Trustees Meeting 156

The meeting adjourned at 17:54 UTC.

Summary of Resolutions

The following resolutions were passed by electronic vote prior to the meeting:

Resolution 2020-67: Approve the minutes of the 154th Board meeting
RESOLVED, that the minutes of the 154th meeting of the Board of Trustees, held by videoconference on November 22, 2020, are approved.

Resolution 2020-68: Approve an Amendment to the IETF Funding Agreement
WHEREAS the Board of Trustees (the “Board”) of the Internet Society, Inc. (“ISOC”) previously approved a Funding Agreement, effective November 16, 2020, to provide funding to IETF Administration LLC for the calendar years 2021 through 2026; and
WHEREAS the parties to the Funding Agreement have determined to amend the Funding Agreement to clarify their intent for each year’s funding pursuant to the terms of the Amendment to Funding Agreement as presented to the Board on 21 December 2020 (the “Amendment”).
NOW, THEREFORE, BE IT RESOLVED, that the ISOC Board hereby approves the Amendment; and
FURTHER RESOLVED, that the officers of ISOC be, and each of them hereby is, authorized and empowered to execute and deliver such agreements, instruments, documents and certificates and to pay such expenses as any such officer may deem necessary or advisable to effectuate the purposes and intent of the foregoing resolutions.

Resolution 2021-01: Approval of the 2020 Internet Architecture Board slate
RESOLVED, that the 2020 Internet Architecture Board slate consisting of the following individuals is approved:
Jari Arkko, Deborah Brungard, Wes Hardaker, Zhenbin (Robin) Li, David Schinazi, Russ White; and
FURTHER RESOLVED, that the Internet Society Board of Trustees thanks the IETF Nominations Committee and its Chair, Barbara Stark, for their time and hard work.

Resolution 2021-02: Approve the minutes of the 155th Board meeting
RESOLVED, that the minutes of the 155th meeting of the Board of Trustees, held by videoconference on December 10, 2020, are approved.

The following resolutions were passed during the meeting:

Resolution 2021-04: Thanking Olga Cavalli for her service
RESOLVED, that the ISOC Board thanks Olga Cavalli for her service as a Trustee of the Society.

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