Board of Trustees Meeting Minutes

No. 159 (Jul 31-Aug 1, 2021)
Board Meeting Minutes

Minutes of Board Meeting No. 159

Author: I. Levine
Date: 2021-08-01
Committee: BOT
Document: 2021-08-01
Status: Confirmed
Maintainer: I. Levine
Access: Unlimited

INTERNET SOCIETY

31 July – 1 August 2021
Videoconference

Guide to Board of Trustees 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 are no open forum sessions scheduled for this meeting.

There were no open forum sessions scheduled for this meeting.

Present
Richard Barnes
Maimouna Diop
Paul Ebersman
Mike Godwin
Brian Haberman
Ted Hardie
Luis Martinez
Robert Pepper
Jon Peterson
George Sadowsky
Laura Thomson
Muhammad Shabbir
Andrew Sullivan, President and CEO, non-voting

Staff
Kevin Craemer
Sandy Spector
Ilona Levine

Staff that joined for part of the meeting
Rinalia Abdul Rahim
Sebastian Bellagamba
Joyce Dogniez
Kristi Mason
James Wood
Sarah Armstrong
Robert Maylath

Guests
Jeffrey Bedser
PJ Darres
Glenn Deen
Hans Peter Dittler
Lise Fuhr
Mirja Kuehlewind
Jason Livingood
Jon Nevett
John Levine, former ISOC Trustee

Saturday, 31 July 2021

The meeting started in Open to Observers Session at 14:05 UTC.

1. Welcome – Andrew Sullivan

Andrew welcomed the ongoing and incoming Board members.

2. Annual Election of Board Chair – Andrew Sullivan

Per the Procedure for Conducting Election of Officers of the Board, Andrew Sullivan presided over the election of the Chair of the Board.

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

– Election of the Chair of the Board

In a prior call of expression of interest, Ted Hardie expressed an interest to serve as Chair.

Ted addressed the Trustees.

The Board went into the executive session at 14:10 UTC.

The meeting resumed at 14:20 UTC in Open to Observers Session.

The Board used BoardEffect to cast electronic ballots.

Ted Hardie was elected as Chair by the Board with 12 votes and no abstentions. Ted Hardie assumed office of Chair and presided over the remainder of the meeting.

3. Annual Election of Other Officers – T. Hardie
PURPOSE: To elect other officers of the Internet Society Board of Trustees.

– Confirmation of decision on Board Secretary role

The Board confirmed that no Board Secretary will be elected.

– Election of the Treasurer

In a prior expression of interest, Laura Thompson expressed an interest to serve as Treasurer.

The Board went into the executive session at 14:29 UTC. Resumed at 14:35 UTC.

The Board used BoardEffect to cast electronic ballots.

Laura Thompson was elected as the Treasurer by the Board with 12 votes and no abstentions.

4. Appoint a Liaison to the IETF Nominations Committee – T. Hardie
PURPOSE: Appoint a liaison to the IETF Nominations Committee

Resolution 2021-33: Appoint a Liaison to the IETF Nominations Committee
RESOLVED, that the ISOC Board appoints Brian Haberman as ISOC Board Liaison to the IETF Nominations Committee for the 2021-2022 term.

Moved by Robert, seconded by Laura, approved by acclamation by the Board.

5. Annual Appointment of Committee Chairs and Members – T. Hardie
PURPOSE: Appoint committee chairs and members

In a prior expression of interest, Trustees expressed interest to serve on various committees.

Resolution 2021-34: Appoint chairs and members of committees of the Board
RESOLVED, that the ISOC Board makes the following appointments to committees of the Board for the 2021-2022 term:

Audit Committee
Chair: Mike Godwin
Members: Richard Barnes, Maimouna Diop.

CEO Succession Planning Committee
Chair: Brian Haberman
Members: Ted Hardie, Luis Martinez, Robert Pepper, Muhammad Shabbir, Laura Thomson.
Non-voting, ex-officio member: Andrew Sullivan

Compensation Committee
Chair: Incoming Board Chair (Ted Hardie)
Members: Richard Barnes, Brian Haberman, Muhammad Shabbir.

Elections Committee*
Chair: Maimouna Diop
Non-voting, ex-officio member: Andrew Sullivan

Executive Committee
Chair: Incoming Board Chair (Ted Hardie)
Members: Jon Peterson, Laura Thomson.
Non-voting, ex-officio member: Andrew Sullivan

Finance Committee
Chair: Laura Thomson
Members: Robert Pepper, Jon Peterson, George Sadowsky.
Non-voting, ex-officio member: Andrew Sullivan

Governance Committee
Chair: Paul Ebersman
Members: Luis Martinez, Muhammad Shabbir, George Sadowsky, Laura Thomson.
Non-voting, ex-officio member: Andrew Sullivan

Nominations Committee*
Chair: George Sadowsky

PIR Nominations Committee
Chair: Richard Barnes
Members: Maimouna Diop, Brian Haberman, George Sadowsky, Laura Thomson.

Moved by George, seconded by Brian, approved unanimously by the Board.

*Note: Appointment of some committee members will be undertaken at a future meeting.

6. Approve the minutes of the previous Board meeting- T. Hardie
PURPOSE: Approve the minutes of the previous Board meeting

PROPOSED RESOLUTION:

Resolution 2021-35: Approve the minutes of the 158th Board meeting
RESOLVED, that the minutes of the 158th meeting of the ISOC Board of Trustees, held by videoconference on 8 July 2021, are approved

Moved by Brian, seconded by Richard, approved unanimously by the Board.

7. Welcome new Chapter- T. Hardie
PURPOSE: to welcome a new chapter

Resolution 2021-36: Welcome new Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the Internet Society Zambia Chapter.

The Board also extends its congratulations to President Levy Syanseke and all the officers of the new chapter.

Approved by the Board by acclamation. 

The Board was also notified that the Barbados Chapter and the US Colorado Chapter entered rejuvenation status in June, joining other chapters in rejuvenation in Nepal, South Africa Gauteng and Thailand.

The Board wishes success to these chapters in that effort.

8. Action items from the 2020-2021 Board – T. Hardie
PURPOSE: To accept a summary of agreed Board action items from the 2020-2021 Board of Trustees.

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.

Resolution 2021-37: Accept the Summary of Agreed Board Action Items from the 2020-2021 Board of Trustees.
RESOLVED, the ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2020-2021 Board of Trustees.

The Board discussed the Action Items. George noted that in his prior service on other boards he has not encountered this type of resolution and asked whether this was a requirement. Ted explained that this is a practice put in place a number of years ago to ensure continuity of the work.

Moved by Maimouna, seconded by Richard, approved unanimously by the Board.

9. Recognition of Outgoing Trustees – T. Hardie
PURPOSE: To express appreciation to outgoing Trustees for service to the Board

Resolution 2021-38: Recognition of outgoing Trustees
RESOLVED, that the Board thanks Walid Al Saqaf, Gonzalo Camarillo, John Levine and Heather West for their dedication and outstanding service to the Internet Society as members of the Board of Trustees, and extends special appreciation to Gonzalo for his leadership over the past five years as Board Chair and to John for his commitment as Secretary over the same period.

Approved by the Board by acclamation.

The Board meeting recessed from 14:50 UTC to 15:06 UTC and resumed in Closed Executive Session.

The following topic was addressed in the Closed Executive Session:

10. PIR Report – L. Fuhr, J. Bedser and J. Nevett

The meeting resumed at 16:02 UTC in Open to Observers Session.

11. Reports by ISOC Community & Working Group Chairs – Chairs

Maimouna Diop rejoined the meeting at this time.

No conflicts were declared.

IAB Chair’s Report – M. Kuehlewind
PURPOSE: To receive a report from the Chair of the Internet Architecture Board.

Mirja presented the report.

The Board discussed the report and asked questions.

No action was taken or required.

IETF LLC Chair’s Report – J. Livingood
PURPOSE: To receive a report from the Chair of the Internet Engineering Task Force LLC.

Jason presented the report.

The Board discussed the report and asked questions.

No action was taken or required.

“IETF Trust” Chair’s Report – G. Deen
PURPOSE: To receive a report.

Glenn presented the report.

The Board discussed the report.

No action was taken or required.

12. President’s Report – A. Sullivan
PURPOSE: To provide the Board with an opportunity to ask questions and provide comments on President and CEO report.

Reports provided to Trustees as presentations prior to the meeting.

  • 2021 Action Plan Report – A. Sullivan
  • 2022 Action Plan & Budget Development Process – R. Abdul Rahim

Andrew and Rinalia presented their reports.

The Board discussed with the CEO the risks for ISOC in 2022, revising ISOC’s goals because it is close to meeting the goals set for 2021, and how to increase membership. The Board and the CEO also discussed the MANRS structure and the Internet Way of Networking initiative.

The Board discussed targets for the organization members with Rinalia and the rate of member responses to surveys.

No action was taken or required.

The meeting moved to Closed Executive Session at 17:30 UTC.

The following topic was addressed in the Closed Executive Session:

13. CFO Report – S. Spector

The meeting recessed for the day at 17:59 UTC.

Sunday, 1 August 2021

The meeting resumed in Closed Executive Session at 14:05 UTC.

The following topics were addressed in the Closed Executive Session:

14. Reports by ISOC Community & Working Group Chairs (continued)

Governance Reform Working Group Co-chairs’ Report – M. Godwin and H-P Dittler

At 14:34 UTC the meeting moved to an Open to Observer Session.

14. Reports by ISOC Community & Working Group Chairs (continued)

Chapters Advisory Council Steering Committee Chair’s Report – PJ Darres
PURPOSE: To receive a report from the Chair of the Chapters Advisory Council Steering Committee.

The Board discussed the report and asked questions such as the importance of replacement of MemberNova to the chapters, mission-related work, level of participation in the meetings of ChAC.

The Board also received written reports from the chairs of the IETF and the Organization Members Advisory Council.

No action was taken or required.

15. 2020-2021 Board Focus Areas – T. Hardie
PURPOSE: To provide the Board with an opportunity to ask questions and provide comments on staff reports provided to them as presentations prior to the meeting.

15a. Community Engagement – Individual Members – J. Dogniez

The Board discussed the report and commented that they are pleased with the work and analysis that has been done on this topic so far. The Board discussed with Joyce mapping out the member journey, the value of membership to all segments of members, and passing information collected by ISOC from individual members to chapters.

15b. ISOC’s Fellowship Program Redesign – S. Bellagamba

The Board discussed the report with Sebastian and the status of the mid-career fellowship, how to increase the number of fellows, value of having an alumni program, and any learnings from the Early Career fellowship that could be applied to the future fellowships.

15c. Communications plan to strengthen brand – K. Mason and J. Wood

The Board discussed the presentation. The Board discussed with Kristi and James the strategy of tailoring content to different audiences, strategy of what the audience engagement is in other channels, and accessibility of the content.

No action was taken or required.

At 15:50 UTC the meeting moved to Closed Executive Session.

The following topic was addressed in the Closed Executive Session.

15. 2020-2021 Board Focus Areas (continued) – T. Hardie

15d. Revenue Diversification – J. Dogniez and S. Bellagamba

The meeting resumed in Open to Observers Session at 16:15 UTC.

16. Any Other Business – T. Hardie

No other business was raised.

17. Adjournment of Annual General Meeting

Meeting adjourned at 16:18 UTC


Summary of Resolutions

The following resolutions were passed during the meeting:

Resolution 2021-33: Appoint a Liaison to the IETF Nominations Committee
RESOLVED, that the ISOC Board appoints Brian Haberman as ISOC Board Liaison to the IETF Nominations Committee for the 2021-2022 term.

Resolution 2021-34: Appoint chairs and members of committees of the Board
RESOLVED, that the ISOC Board makes the following appointments to committees of the Board for the 2021-2022 term:

Audit Committee
Chair: Mike Godwin
Members: Richard Barnes, Maimouna Diop.

CEO Succession Planning Committee
Chair: Brian Haberman
Members: Ted Hardie, Luis Martinez, Robert Pepper, Muhammad Shabbir, Laura Thomson.
Non-voting, ex-officio member: Andrew Sullivan

Compensation Committee
Chair: Incoming Board Chair (Ted Hardie)
Members: Richard Barnes, Brian Haberman, Muhammad Shabbir.

Elections Committee*
Chair: Maimouna Diop
Non-voting, ex-officio member: Andrew Sullivan

Executive Committee
Chair: Incoming Board Chair (Ted Hardie)
Members: Jon Peterson, Laura Thomson.
Non-voting, ex-officio member: Andrew Sullivan

Finance Committee
Chair: Laura Thomson
Members: Robert Pepper, Jon Peterson, George Sadowsky.
Non-voting, ex-officio member: Andrew Sullivan

Governance Committee
Chair: Paul Ebersman
Members: Luis Martinez, Muhammad Shabbir, George Sadowsky, Laura Thomson.
Non-voting, ex-officio member: Andrew Sullivan

Nominations Committee*
Chair: George Sadowsky

PIR Nominations Committee
Chair: Richard Barnes
Members: Maimouna Diop, Brian Haberman, George Sadowsky, Laura Thomson.

Moved by George, seconded by Brian, approved unanimously by the Board.

*Note: Appointment of some committee members will be undertaken at a future meeting.

Resolution 2021-35: Approve the minutes of the 158th Board meeting
RESOLVED, that the minutes of the 158th meeting of the ISOC Board of Trustees, held by videoconference on 8 July 2021, are approved.

Resolution 2021-36: Welcome new Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the Internet Society Zambia Chapter.

Resolution 2021-37: Accept the Summary of Agreed Board Action Items from the 2020-2021 Board of Trustees
RESOLVED, the ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2020-2021 Board of Trustees.

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.

Resolution 2021-38: Recognition of outgoing Trustees
RESOLVED, that the Board thanks Walid Al Saqaf, Gonzalo Camarillo, John Levine and Heather West for their dedication and outstanding service to the Internet Society as members of the Board of Trustees, and extends special appreciation to Gonzalo for his leadership over the past five years as Board Chair and to John for his commitment as Secretary over the same period.