Minutes of Board Meeting No. 158

Author: J. Levine
Date: 2021-07-08
Committee: BOT
Document: 2021-07-08
Status: Confirmed
Maintainer: J. Levine
Access: Unlimited

INTERNET SOCIETY

July 8, 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
Maimouna Diop
Ted Hardie
John Levine
Robert Pepper
George Sadowsky
Andrew Sullivan
Laura Thomson
Heather West

Apologies:
Mike Godwin

Guests: Paul Ebersman, Brian Haberman, Luis Martinez, Jon Peterson, Muhammad Shabbir

Staff: Kevin Craemer, Ilona Levine

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. Action items for the 2021-2022 Board of Trustees-G. Camarillo

PURPOSE: Accept and convey actionable items to the 2021-2022 Board of Trustees.

Resolution 2021-23: Accept and convey action items to the 2021-2022 Board of Trustees.
RESOLVED, the 2020-2021 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 2021-2022 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 2020-2021 Board conveys the following priorities to the 2021-2022 Board:

Continue developing 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 2021 Action Plan.

Moved by Richard, seconded by Heather, approved unanimously.

3. Independent Auditors Report–H. West

PURPOSE: Accept the report of the independent auditor.

Resolution 2021-24: Accept the 2020 Independent Auditors Report.
RESOLVED, that the 2020 Independent Auditors Report is accepted, in reliance on the PIR 2020 Independent Auditors Report as accepted by the PIR Board on 26 May 2021.

Moved by Heather, seconded by Pepper, approved unanimously.

4. Audit Committee Report–H. West

PURPOSE: Receive the final report of the ISOC Audit Committee.

Resolution 2021-25: Accept the Audit Committee Report.
RESOLVED, that the report of the 2020-2021 Audit Committee is accepted.

Moved by Ted, seconded by Pepper, approved unanimously.

5. CEO Succession Planning Committee Report–G. Camarillo for M. Godwin

PURPOSE: Receive the final report of the ISOC CEO Succession Planning Committee.

Resolution 2021-26: Accept the CEO Succession Planning Committee Report.
RESOLVED, that the report of the 2020-2021 CEO Succession Planning Committee is accepted.

Moved by George, seconded by Laura, approved unanimously.

6. Compensation Committee Report–G. Camarillo

PURPOSE: Receive the final report of the ISOC Compensation Committee.

Resolution 2021-27: Accept the Compensation Committee Report.
RESOLVED, that the report of the 2020-2021 Compensation Committee is accepted.

Moved by Richard, seconded by George, approved unanimously.

7. Elections Committee Report–M. Diop

PURPOSE: Receive the final report of the ISOC Elections Committee.

Resolution 2021-28: Accept the Elections Committee Report.
RESOLVED, that the report of the 2020-2021 Elections Committee is accepted.

Moved by Pepper, seconded by Walid, approved unanimously.

8. Executive Committee Report–G. Camarillo

PURPOSE: Receive the final report of the ISOC Executive Committee.

Resolution 2021-29: Accept the Executive Committee Report.
RESOLVED, that the report of the 2020-2021 Executive Committee is accepted.

Moved by Richard, seconded by Laura, approved unanimously.

9. Finance Committee Report–R. Barnes

PURPOSE: Receive the report of the ISOC Finance Committee.

Resolution 2021-30: Accept the Finance Committee Report.
RESOLVED, that the report of the 2020-2021 Finance Committee is accepted.

Moved by Ted, seconded by Heather, approved unanimously.

10. Governance Committee Report–J. Levine

PURPOSE: Receive the report of the ISOC Governance Committee.

Resolution 2021-31: Accept the Governance Committee Report.
RESOLVED, that the report of the 2020-2021 Governance Committee is accepted.

Moved by John, seconded by Walid, approved unanimously.

11. PIR Nominations Committee Report–T. Hardie

PURPOSE: Receive the report of the PIR Nominations Committee.

Resolution 2021-32: Accept the PIR Nominations Committee Report.
RESOLVED, that the report of the 2020-2021 PIR Nominations Committee is accepted.

Moved by Pepper, seconded by Laura, approved unanimously.

12. Any Other Business-G. Camarillo

13. Adjournment of Board Meeting #158

The meeting adjourned at 16:29

Summary of Resolutions

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

Resolution 2021-15: Approve the minutes of the 157th Board meeting
WHEREAS the ISOC board has reviewed the minutes of the 157th Board meeting attached hereto as Exhibit A,
RESOLVED, that the minutes of the 157th meeting of the ISOC Board of Trustees, held by videoconference on March 15-16, 2021 are approved.

Resolution 2021-16: To Approve Amended Foundation Bylaws and Adopt Budget Approval Policy
WHEREAS, Article VI, Section 1, of the bylaws of the Foundation (the “Foundation Bylaws”) provides that the Board of Trustees of the Foundation (the “Foundation Board”) shall have the authority to amend the Foundation Bylaws subject to the approval of the Member of the Foundation;
WHEREAS, the Foundation Board has adopted amended Foundation Bylaws as provided in Exhibit A hereto and the Board of Trustees of ISOC (the “Board”) acting as the Member of the Foundation has determined to approve the amended Foundation Bylaws;
WHEREAS, pursuant to Article I, Section 2(c), of the Foundation Bylaws as amended, the Member of the Foundation shall have the right to approve the annual budget of the Foundation pursuant to such procedure as determined by the Board and approved by the Member; and
WHEREAS, the Board has determined to approve the Budget Approval Policy as provided in Exhibit B hereto and adopted by the Foundation in furtherance of Article I, Section 2(c), of the amended Foundation Bylaws;
NOW, THEREFORE, BE IT:
RESOLVED, that the Board hereby approves the amended Foundation Bylaws as attached hereto as Exhibit A; and
RESOLVED, that the Board hereby approves the Budget Approval Policy as attached hereto as Exhibit B.

Resolution 2021-17: Appoint members of the PIR Board
WHEREAS the Public Interest Registry (PIR) Nominations Committee of ISOC has proposed a slate of candidates for the PIR Board of Directors,
RESOLVED, that the ISOC Board of Trustees approves the slate and appoints the following individuals to the PIR Board of Directors for terms as follows, commencing with the PIR Board’s mid-year meeting in 2021:

Jeffrey Bedser for a term of three years,
Eric Burger for a term of three years,
Narelle Clark for a term of two years,
Saerin Cho for a term of two years.

Resolution 2021-18: Appoint Muhammad Shabbir to the ISOC Board
WHEREAS the Board of Trustees has the power to appoint a Trustee pursuant to Article II, Section 1(d) of the Amended and Restated By-Laws of the Internet Society, and
WHEREAS the Board desires to exercise such power in order to have 12 voting members, and WHEREAS Muhammad Shabbir, a respected member of the Chapters community, has expressed interest in joining the Board, and
WHEREAS Muhammad Shabbir has agreed to resign from Chapter and Special Interest Group leaderships posts in compliance with the Board’s Conflict of Interest Policy for Trustees and Board-Designated Officers,
BE IT RESOLVED, that the Board appoints Muhammad Shabbir to the ISOC Board of Trustees for a term of one year, effective at the start of the 2021 Annual General Meeting.

Resolution 2021-19: Adopt Amended Internet Society Bylaws
WHEREAS Article IX, Section 1, of the Bylaws of the Internet Society (the “Bylaws”) provides that the Board of Trustees (the “Board”) shall have the authority to amend the Bylaws,
RESOLVED, that the Board hereby adopts the amended Bylaws attached hereto as Exhibit A.

Resolution 2021-20: Adopt Amended Conflict of Interest Policy
WHEREAS Article II, Section 1, of the Internet Society (the “Bylaws”) provides that the affairs of the Internet Society shall be directed by the Board,
RESOLVED, that the Board hereby adopts the amended Conflict of Interest Policy for Trustees and Board-Designated Officers attached hereto as Exhibit B.

Resolution 2021-21: Approve PIR Registry Operations Plans
WHEREAS the Board had determined to approve PIR Registry Operations Plans as described on Exhibit 1,
BE IT RESOLVED, that the Board hereby approves PIR Registry Operations Plans as described on Exhibit 1.

Resolution 2021-22: Appoint Secretary of ISOC
WHEREAS the Board wishes to appoint a Secretary pursuant to Article VI, Sections 1 and 3 of the By-laws of ISOC,
BE IT RESOLVED, that the Board hereby appoints Ilona Levine as Secretary starting at the Annual General Meeting of 2021 pursuant to Article VI, Sections 1 and 3 of the By-laws of ISOC to serve at the pleasure of the Board or until her earlier resignation.

The following resolutions were passed during the meeting:

Summary of Agreed Board Action Items

Continue developing 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 2021 Action Plan.