Minutes of Board Meeting No. 157

Author: J. Levine
Date: 2021-03-16
Committee: BOT
Document: 2021-03-16
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

March 15-16, 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
Mike Godwin
John Levine
Robert Pepper
George Sadowsky
Andrew Sullivan
Laura Thomson
Heather West

Arrived late:
Maimouna Diop
Ted Hardie

Staff present:
Rinalia Abdul Rahim, Sarah Armstrong, Sebastian Bellagamba, Kevin Craemer, Joyce Dogniez, Joe Hall, Ilona Levine, Kristi Mason, Sandy Spector, James Wood.

Monday, March 15, 2021

The meeting started in Open to Observers Session at 16:06 UTC.

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

Nobody declared a conflict.

2. Welcome new Chapters–G. Camarillo

Resolution 2021-11: Welcome new Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the Internet Society Chapitre du Gabon (Internet Society Gabon Chapter) and the Internet Society India Hyderabad, which have both been chartered and approved since the last board meeting.

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

3. 2020 Year-end Achievements Report–A. Sullivan, J. Lorenzo Hall & R. Abdul Rahim

The board discussed the report.

4. Early Career Fellowship Program Update–A. Sullivan & S. Bellagamba

The board discussed the program update.

5. Building our Reputation–J. Wood and K. Mason

The board discussed the report.

The meeting recessed from 16:50 to 17:00 and resumed in Closed Executive Session

6. 2020 Year-end Financial Results–S. Spector

The board discussed the report.

7. Revenue Diversification–J. Dogniez and S. Bellagamba

The board discussed the report.

8. Conference–A. Sullivan and K. Mason

The board discussed the presentation.

9. Community Engagement-A. Sullivan

PURPOSE: To provide the Board with an opportunity to ask questions about the brief update on Community Engagement sent to them in advance of the meeting.

10. Possible Strategic Investment–A. Sullivan

PURPOSE: To provide the Board with an opportunity to ask questions and provide comments about information on a possible strategic investment sent to them in advance of the meeting.

The board discussed the possible investment.

11. Governance Reform Working Group–G. Camarillo

PURPOSE: To discuss the next steps for the Governance Reform Working Group.

Mike and Gonzalo presented a report.

George left the meeting.

12. Foundation Governance-G. Camarillo and S. Armstrong

PURPOSE: To discuss possible changes to the governance of the Internet Society Foundation.

Gonzalo and Sarah discussed possible changes to the Foundation bylaws.

13. Revisions to Internet Society bylaws–G. Camarillo

The board discussed the proposed revisions.

14. Extension of CEO’s Contract–G. Camarillo

The board discussed the proposed contract extension.

14A. Diversity, Equity, and Inclusion report

The board discussed plans for a DEI report about the society’s staff.

The meeting recessed for the day at 19:05.

Tuesday, March 16, 2021

The meeting resumed in Closed Executive Session at 16:05 UTC

15. PIR Report–L. Fuhr and J. Nevett

PURPOSE: To receive a report on the Public Interest Registry.

The board received the report.

The meeting recessed at 17:05 and resumed at 17:10 in Open to Observers Session

16. Welcome and Introductions-G. Camarillo

17. Chapters Advisory Council Steering Committee Chair’s Report–PJ Darres

PJ presented the report.

18. IETF Chair’s Report–L. Eggert

Lars presented the report.

19. Other reports provided in advance by ISOC community chairs.

IAB Chair – M. Kühlewind
IETF LLC Chair – J. Livingood
IETF Trust Chair – G. Deen
OMAC Co-chairs – C. Hemmerlein, H. Summa & C. Wilson

20. Report of the ISOC Nominations Committee–G. Sadowsky

George presented the report.

Resolution 2021-12: Accept the 2020-2021 ISOC Nominations Committee report
RESOLVED that the report of the 2020-2021 ISOC Nominations Committee is accepted as presented.

Moved by Mike, seconded by Laura, approved unanimously by show of hands.

21. Approve extension of CEO’s Contract–G. Camarillo

Resolution 2021-13: Extension of CEO’s Contract
RESOLVED that the board approves the proposed contract extension with Andrew Sullivan, as presented, to continue serving as Internet Society Chief Executive Officer.

Moved by Pepper, seconded by Richard, approved unanimously.

Maimouna yes
Ted yes
Mike yes
Laura yes
Heather yes
John yes
Walid yes
George yes
Gonzalo yes
Richard yes
Pepper yes

22. Ratification of ISOC Board resolutions approved by e-vote-G. Camarillo

Resolution 2021-14: Ratify ISOC Board resolutions approved by e-vote
RESOLVED, that the Board ratifies the resolutions previously approved by e-vote as presented.

Moved by John, seconded by Richard, approved unanimously.

Maimouna yes
Ted yes
Mike yes
Laura yes
Heather yes
John yes
Walid yes
George yes
Gonzalo yes
Richard yes
Pepper yes

23. Adjourn Internet Society board meeting 157

The meeting adjourned at 17:52.

Summary of Resolutions

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

Resolution 2021-05: Approve amendments to the ChAC charter
RESOLVED, that the amendments to the charter of the Chapter Advisory Council proposed in their advice of 2020.12.23-01 are approved.

Resolution 2021-06: Approve Funding for the Network Startup Resource Center (NSRC)
WHEREAS the Network Startup Resource Center (“NSRC”) is a non-profit center operated at the University of Oregon that helps develop national and regional Internet infrastructure for collaborative research, education, and international partnerships; and
WHEREAS both the Internet Society (“ISOC”) and the NSRC share a vision of an open, globally-connected, secure and trustworthy Internet for everyone; and
WHEREAS ISOC and the NSRC have each determined that it would further each of their respective missions to enter into a Memorandum of Understanding;
BE IT RESOLVED, that the ISOC Board of Trustees approves the Memorandum of Understanding between ISOC and the NSRC, as presented, which provides ISOC grant funding to the University of Oregon Foundation to support the NSRC for a three-year period beginning in 2021; and
BE IT RESOLVED, that pursuant to the terms of the Memorandum of Understanding, the ISOC Board of Trustees authorizes the gift to the NSRC in the amount of $600,000 to be made in 2021; and
FURTHER RESOLVED, that any officer or trustee of ISOC is authorized for and on behalf of ISOC to do all such acts reasonably required in connection with the foregoing resolutions, including the authority to execute and deliver documents on behalf of ISOC.

Resolution 2021-07: Amend the board Procedure for Conducting Electronic Votes
WHEREAS the ISOC board wishes to amend its procedure for conducting electronic votes,
BE IT RESOLVED, that the board Procedure for Conducting Electronic Votes is amended as presented in Exhibit A attached hereto.

Resolution 2021-08: Appoint Jon Nevett to the PIR board
WHEREAS the ISOC board wishes to appoint the CEO of Public Interest Registry (“PIR”) as a non-voting member of the Board of PIR,
BE IT RESOLVED, that the ISOC Board of Trustees appoints Jonathon Nevett as a non-voting member of the Board of PIR for a term ending at the PIR Board’s 2021 mid-year meeting.

Resolution 2021-09: Approve the minutes of the 156th Board meeting
WHEREAS the ISOC board has reviewed the minutes of the 156th Board meeting attached hereto as Exhibit B,
BE IT RESOLVED, that the minutes of the 156th meeting of the ISOC Board of Trustees, held by videoconference on January 26, 2021, are approved.

Resolution 2021-10: Amend the dates and place of the Q1 board meeting
RESOLVED, that the Q1 meeting of the ISOC Board of Trustees originally scheduled for March 26-27, 2021 in Cancun, Mexico, will now be held by videoconference on March 15-16, 2021.

The following resolutions were passed during the meeting:

Resolution 2021-12: Accept the 2020-2021 ISOC Nominations Committee report
RESOLVED that the report of the 2020-2021 ISOC Nominations Committee is accepted as presented.

Resolution 2021-14: Ratify ISOC Board resolutions approved by e-vote
RESOLVED, that the Board ratifies the resolutions previously approved by e-vote as presented.

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