Board of Trustees Meeting Minutes

No. 161 (November 13-14, 2021)
Board Meeting Minutes

Minutes of Board Meeting No. 161

Author: I. Levine
Date: 2021-11-14
Committee: BOT
Document: 2021-11-14
Status: Confirmed
Maintainer: I. Levine
Access: Unlimited

INTERNET SOCIETY

13-14 November 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
Paul Ebersman
Mike Godwin
Brian Haberman
Ted Hardie
Luis Martinez
Robert Pepper
Jon Peterson
George Sadowsky
Muhammad Shabbir
Laura Thomson
Andrew Sullivan, President and CEO, non-voting

Excused
Maimouna Diop (Saturday-Sunday, November 13-14, 2021)
Paul Ebersman (Sunday, November 14, 2021)

Staff
Sarah Armstrong
Kevin Craemer
Ilona Levine
Sae Park

Staff that joined for part of the meeting
Sebastian Bellagamba
Jane Coffin
Kara Niles 

Guests
Pierre-Jean Darres
Hans Peter Dittler
Lise Fuhr
Jon Nevett

The meeting started in Open to Observers Session on Saturday, 13 November, at 16:14 UTC.

1. Welcome, apologies, declaration of conflicts – T. Hardie
No conflicts have been declared.

2. Welcome new Chapters – T. Hardie
PURPOSE: To recognize recently chartered Internet Society chapters.

PROPOSED RESOLUTION:
Resolution 2021-47:  Recognize recently chartered Internet Society chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the Internet Society Canada Manitoba Chapter, the Internet Society Poland Chapter, and the Internet Society Ukraine Chapter.

The board also extends its congratulations to the Presidents and other Officers of the new chapters.

Approved by the Board by acclamation.

3. President and CEO’s Report – A. Sullivan
PURPOSE: To receive a Q3 update on the 2021 Action Plan.

Andrew presented on the ISOC’s 2021 progress, including Grow (community networks and IXPs), measuring the Internet, promoting the Internet Way of Networking, encryption, MANRS, SIGs, community connection and participation, and focus on content. He also talked about building expertise and capacity in the community, including training and education and fellowships. Andrew presented on the sustainability of ISOC and its revenue sources, including an increase in number of active MoUs and new sources of funding. He concluded by saying that the staff is delivering on achieving the objectives in 2021.

The Board discussed the report. George cautioned against using the quantitative targets to avoid missing a big, complex picture of achieving success. Ted and Richard stressed that it is important to have measurements of the progress. Ted proposed that if a trustee disagrees with how the organization measures success, that trustee should propose other things that need to be measured instead. Andrew reminded that ISOC also produces an impact report annually that contains detail about the impact of the progress and stories about the projects. Pepper, Luis, and Muhammad also provided feedback on quantitative and qualitative measures. Ted stressed the importance of setting solid set of goals for executives, which inherently means quantitative measures.

No resolution required.

4. Approve PIR Board call for nominations and timetable – R. Barnes
PURPOSE: To approve the PIR Board call for nominations and timetable.

PROPOSED RESOLUTION:
Resolution 2021-48: Approve PIR Board call for nominations and timetable.
RESOLVED, that the Call for Nominations for the PIR Board, as presented, and the following timetable for the 2022 appointment process are both approved.

  • Application period begins: 15 November 2021.
  • Application period ends: 1 February 2022 at 12:00 UTC.
  • Slate sent to ISOC Board: 9 March 2022.
  • Board vote on slate: 26 March 2022.

Moved by Brian, seconded by Laura, approved unanimously.

The Board meeting recessed at 17:00 UTC and resumed in Closed Executive Session.

The following topics were addressed in the Closed Executive Session:

5. Public Interest Registry 2022 budget – J. Nevett
PURPOSE: To receive an overview of the proposed 2022 PIR budget.

6. Trustee participation in fundraising activities – S. Bellagamba & K. Niles
PURPOSE: To receive a proposal from staff for trustee participation in Internet Society fundraising activities.

The meeting resumed at 17:43 UTC in Open to Observers Session.

7. Acting CFO’s Report – S. Park
PURPOSE: To receive a Q3 financial update.

Sae presented ISOC’s financial report, including trend analysis, ISOC generated revenue, action plan projects, personnel costs, expense analysis, status of the donor restricted funds, board designated fund and cash and investments.

Board acknowledged receipt of the report and extended appreciation to the Finance team.

No resolution required.

8. Approve Public Interest Registry budget – T. Hardie
PURPOSE: To approve the 2022 Public Interest Registry budget.

PROPOSED RESOLUTION:
Resolution 2021-49: Approve the 2022 PIR budget
RESOLVED, that the Internet Society board hereby approves the 2022 budget of the Public Interest Registry, as presented.

Moved by Brian, seconded by Pepper, approved unanimously.

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

Sunday, 14 November 2021

The meeting resumed in in Open to Observers Session at 14:04 UTC.

10. Welcome remarks for Day Two – T. Hardie

11. Presentation of 2022 Action Plan – A. Sullivan
PURPOSE: To receive an overview of the proposed 2022 Action Plan.

Andrew presented ISOC’s 2022 Action plan, including staff-led projects such as deploying and growing community networks, strengthening the Internet, NDSS, digital sovereignty. He also discussed how ISOC will empower local engagement, build structure and strength in SIGs, mobilize individual members, training and learning, fellowships, and an amicus program.

The Board thanked Andrew for a great presentation and an ambitious plan for 2022. Trustees discussed the report, including questions about digital sovereignty, diversity and inclusion efforts, the LEOs initiative, SIGs, and accessibility.

The Board meeting recessed at 15:04 UTC and at 15:15 UTC resumed in Closed Executive Session.

The following topics were addressed in the Closed Executive Session:

12. Presentation of 2022 budget – S. Park
PURPOSE: To receive an overview of the proposed 2022 budget.

13. Finance Committee report on proposed 2022 budget – L. Thomson
PURPOSE: To receive a report of the Finance Committee.

No resolution required.

The meeting resumed in Open to Observers Session at 16:03 UTC.

14. Approval of 2022 Action Plan and Budget and other budget resolutions – T. Hardie
PURPOSE: To approve the Internet Society 2022 Plan and Budget and other budget resolutions.

PROPOSED RESOLUTION:
Resolution 2021-50:  Approve the 2022 Action Plan and Budget
RESOLVED, that the Internet Society board approves the 2022 Action Plan and Budget, as presented.

Moved by Richard, seconded by Jon, approved unanimously.

Other Budget Resolutions: Board Designated Funds

PROPOSED RESOLUTION:
Resolution 2021-51:  Approve funding for the Internet Society Amicus Program
RESOLVED that the Board approves the expenditure of $336,000 to fund the Internet Society Amicus Program using the remaining from the Reserves.

Moved by George, seconded by Luis, approved unanimously.

PROPOSED RESOLUTION:
Resolution 2021-52:  Approve funding for the Compliance Program
RESOLVED that the Board approves the expenditure of $85,000 to fund the Compliance Program using the remaining from the Reserves.

Moved by Brian, seconded by Laura, approved unanimously.

PROPOSED RESOLUTION:
Resolution 2021-53:  Approve funding for the Emerging Opportunity Fund
RESOLVED that the Board approves the expenditure of $250,000 to fund the Emerging Opportunities using the remaining from the Reserves.

Moved by Muhammad, seconded by Pepper, approved unanimously.

15. Appoint a member of the IETF LLC Board – T. Hardie
PURPOSE: To appoint a member of the IETF LLC Board.

PROPOSED RESOLUTION:
Resolution 2021-54:  Appoint a member of the IETF LLC Board
RESOLVED, that Sean Turner is appointed to the board of the IETF LLC for a 3-year term effective in March 2022.

Moved by Laura, seconded by Jon, approved unanimously.

16. Appoint members of the ISOC Nominations Committee and Elections Committee – T. Hardie
PURPOSE: To appoint members of the ISOC Nominations Committee and Elections Committee

PROPOSED RESOLUTION:
Resolution 2021-55:  Appoint members of the 2021-2022 Nominations Committee
RESOLVED, that Melchior Aelmans, Sylvia Cadena, Houda Chakiri, Rosa Delgado, Carlos Martinez and Jon Peterson are appointed to the 2021-2022 ISOC Nominations Committee, chaired by George Sadowsky.

PROPOSED RESOLUTION:
Resolution 2021-56:  Appoint members of the 2021-2022 Elections Committee
RESOLVED, that Luis Martinez, Lars Steffen and Komlan Togbedji are appointed to the 2021-2022 ISOC Elections Committee, chaired by Maimouna Diop.  The president serves as a non-voting, ex-officio member of the committee.

Moved by Pepper, seconded by Brian, approved unanimously.

17. Approve 2021-2022 Elections Timetable – T. Hardie
PURPOSE: To approve 2021-2022 Elections Timetable

PROPOSED RESOLUTION:
Resolution 2021-57:  Approve the 2021-2022 Elections Timetable
RESOLVED, that the 2021-2022 ISOC Elections Timetable is approved as presented.

Moved by Luis, seconded by Brian, approved unanimously.

The Board meeting recessed from 16:25 UTC to 16:40 UTC.

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

Governance Reform Working Group Co-chairs’ Report – M. Godwin and H-P Dittler
PURPOSE: To receive a report from the Co-chairs of the Governance Reform Working Group.

Hans and Mike presented their report. The Board had some questions that require follow up research.  The topic was tabled and will be brought back to the next Board working session. 

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.

Pierre-Jean presented the report, including discussing on-going issues such as multiple chapters per country, community communication, access to chapter funding.

Board discussed the report, asked questions about the role of ChAC and mobilization strategy.

Ted noted that written reports were also received from the Chairs of the IAB, IETF, IETF LLC and the Organization Members Advisory Council. He pointed out that the OMAC report included some specific advice to the board.

 19. Any Other Business – T. Hardie
No other business.

 20. Meeting adjourned at 16:49 UTC


Summary of Resolutions

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

Resolution 2021-40: Approve amendment to the Procedure for Conducting Electronic Votes
WHEREAS the ISOC board wishes to amend its Procedure for Conducting Electronic Votes,
RESOLVED, that the board Procedure for Conducting Electronic Votes is amended as presented in Exhibit A attached hereto.

Resolution 2021-41: In Recognition and Profound Appreciation of Distinguished Service by Sandra Spector in advancing the mission of the Internet Society
WHEREAS Sandra Spector has provided outstanding leadership and guidance to the Internet Society; and
WHEREAS Sandra Spector has served as Chief Financial Officer and Senior Vice President of Business with integrity and distinction; and
WHEREAS Sandra Spector has been instrumental to the creation and success of the IETF LLC and the Internet Society Foundation; now, therefore, be it
RESOLVED, that the Internet Society Board of Trustees acknowledges and extends its profound appreciation to Sandra Spector for her many years of service to the Internet Society.

Resolution 2021-42: Appointment of Acting Chief Financial Officer
WHEREAS, Article VI, Section 1, of the the Internet Society Bylaws (the “Bylaws”) provides that the Board shall appoint the officers, who shall serve at the pleasure of the Board;
WHEREAS the Chief Financial Officer (“CFO”) of ISOC has taken a leave of absence;
WHEREAS the President and CEO of ISOC has designated Sae Park to serve as acting CFO during the CFO’s leave of absence;
WHEREAS the Board has determined that it is in the best interest of ISOC to ratify the President and CEO’s designation and to appoint Sae Park to act as the CFO of ISOC until such time as the current CFO returns from such leave or absence or until a new CFO is appointed.
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby ratifies the President and CEO’s designation and appoints Sae Park to act as the CFO of ISOC until such time as the current CFO returns from such leave or absence or until a new CFO is appointed; and
RESOLVED FURTHER, that Sae Park as acting CFO shall have all authorities and responsibilities of the CFO as provided in the Bylaws and as otherwise previously authorized by the Board or deleged by the Presient and CEO.

Resolution 2021-43: Adopt Signature Authorization and Delegation of Authority Policy
WHEREAS the Board of Trustees (the “Board”) has general authority under applicable statutes and the Internet Society by-laws to enter into all contracts to which the Society may be a party, and may delegate such authority to one or more Authorized Signatories for the day-to-day management of the Society, and
WHEREAS a policy regarding signature authorization and delegation of authority will promote the efficient operation of the Society and establish sound internal controls where only individuals with properly delegated signature authority are able to commit the Society to binding obligations and execute contracts on behalf of the Society,
RESOLVED, that the Board hereby adopts the Signature Authorization and Delegation of Authority Policy attached hereto as exhibit A.

Resolution 2021-44: Approve the minutes of the 159th Board meeting
WHEREAS the ISOC board has reviewed the minutes of the 159th Board meeting attached hereto as Exhibit A,
RESOLVED, that the minutes of the 159th meeting of the ISOC Board of Trustees, held by videoconference from July 31 to August 1, 2021, are approved.

Resolution 2021-45: Approve the minutes of the 160th Board meeting
WHEREAS the ISOC board has reviewed the minutes of the 160th Board meeting attached hereto as Exhibit B,
RESOLVED, that the minutes of the 160th meeting of the ISOC Board of Trustees, held by videoconference on August 22, 2021, are approved.

Resolution 2021-46: Adopt Extraordinary Grant/Investment Request Policy
WHEREAS the Board of Trustees (the “Board”) and the CEO of ISOC occasionally receive grant or investment funding requests outside of the approved budget and the ordinary grant request process,
RESOLVED, that the Board hereby adopts the Extraordinary Grant/Investment Request Policy attached hereto as exhibit A.

The following resolutions were passed during the meeting:

Resolution 2021-47:  Recognize recently chartered Internet Society chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the Internet Society Canada Manitoba Chapter, the Internet Society Poland Chapter, and the Internet Society Ukraine Chapter.

Resolution 2021-48:  Approve PIR Board call for nominations and timetable.
RESOLVED, that the Call for Nominations for the PIR Board, as presented, and the following timetable for the 2022 appointment process are both approved.

  • Application period begins: 15 November 2021.
  • Application period ends: 1 February 2022 at 12:00 UTC.
  • Slate sent to ISOC Board: 9 March 2022.
  • Board vote on slate: 26 March 2022.

Resolution 2021-49: Approve the 2022 PIR budget
RESOLVED, that the Internet Society board hereby approves the 2022 budget of the Public Interest Registry, as presented.

Resolution 2021-50:  Approve the 2022 Action Plan and Budget
RESOLVED, that the Internet Society board approves the 2022 Action Plan and Budget, as presented.

Resolution 2021-51:  Approve funding for the Internet Society Amicus Program
RESOLVED that the Board approves the expenditure of $336,000 to fund the Internet Society Amicus Program using the remaining from the Reserves.

Resolution 2021-52:  Approve funding for the Compliance Program
RESOLVED that the Board approves the expenditure of $85,000 to fund the Compliance Program using the remaining from the Reserves.

Resolution 2021-53:  Approve funding for the Emerging Opportunity Fund
RESOLVED that the Board approves the expenditure of $250,000 to fund the Emerging Opportunities using the remaining from the Reserves.

Resolution 2021-54: Appoint a member of the IETF LLC Board
RESOLVED, that Sean Turner is appointed to the board of the IETF LLC for a 3-year term effective in March 2022.

Resolution 2021-55:  Appoint members of the 2021-2022 Nominations Committee
RESOLVED, that Melchior Aelmans, Sylvia Cadena, Houda Chakiri, Rosa Delgado, Carlos Martinez and Jon Peterson are appointed to the 2021-2022 ISOC Nominations Committee, chaired by George Sadowsky.

Resolution 2021-56:  Appoint members of the 2021-2022 Elections Committee
RESOLVED, that Luis Martinez, Lars Steffen and Komlan Togbedji are appointed to the 2021-2022 ISOC Elections Committee, chaired by Maimouna Diop.  The president serves as a non-voting, ex-officio member of the committee.

Resolution 2021-57:  Approve the 2021-2022 Elections Timetable
RESOLVED, that the 2021-2022 ISOC Elections Timetable is approved as presented.