Minutes of Board Meeting No. 166

Author: I. Levine
Date: 2022-06-19
Committee: BOT
Document: 2022-06-19
Status: Confirmed
Maintainer: I. Levine
Access: Unlimited

INTERNET SOCIETY

18-19 June 2022
The Hague, Netherlands and 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.

Board Members Present

Brian Haberman
Ted Hardie
Victor Kuarsingh
Barry Leiba
Luis Martinez
Charles Mok
Robert Pepper
Jon Peterson
George Sadowsky
Muhammad Shabbir joined at 7:27 UTC on June 18
Andrew Sullivan, President and CEO, non-voting
Laura Thomson
Sagarika Wickramasekera

Staff

Rinalia Abdul Rahim
Sarah Armstrong
Kevin Craemer
Ilona Levine
Marlies Mooijman
Sae Park
Sally Wentworth
Ashlyn Wittwer

Guests

Ruben Brave
Jason Livingood
Frédéric Taes

Saturday, 18 June 2022

The meeting started in Open to Observers Session at 07:03 UTC.

1. Welcome–A. Sullivan

Andrew welcomed the ongoing and incoming Board members. No conflicts were declared.

2. Annual Election of Board Chair–A. 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 for expressions of interest, Ted Hardie expressed an interest to serve as Chair.

Andrew asked if anyone else wanted to run for the Chair of the Board. No other Trustees expressed interest.

Ted addressed the Trustees.

The Board went into the executive session at 07:05 UTC.

The meeting resumed at 07:09 UTC in Open to Observers Session.

Ted Hardie was elected as Chair by the Board with 11 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.

Election of the Treasurer

In a prior expression of interest, Laura Thomson expressed an interest to serve as Treasurer. Ted asked if anyone else would like to serve as Treasurer. No other Trustees expressed an interest.

Laura addressed the Board.

The Board went into executive session at 07:18 UTC. Resumed at 07:21 UTC.

Laura Thomson was elected the Treasurer by acclamation.

Election of the Board Secretary

In a prior expression of interest, Robert Pepper expressed an interest to serve as Board Secretary. Ted asked if anyone else would like to serve as Board Secretary. No other Trustees expressed an interest.

The Board went into executive session at 07:22 UTC. Resumed at 07:24 UTC.

Robert Pepper was elected the Board Secretary by acclamation.

4. Appoint a Liaison to the IETF Nominations Committee-T. Hardie

PURPOSE: Appoint a liaison to the IETF Nominations Committee

Resolution 2022-27: 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 2022-2023 term.

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

5. Appoint a Trustee of the IETF Trust–T. Hardie

PURPOSE: Appoint a Trustee of the IETF Trust

Resolution 2022-28: Appoint a Trustee of the IETF Trust
RESOLVED, that the ISOC Board appoints Victor Kuarsingh as a trustee of the IETF Trust for a term of two years.

Barry moved, Pepper seconded, approved by acclamation by the Board.

6. 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 2022-29: 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 2022-2023 term.

Audit Committee
Chair: Luis Martinez
Members: Brian Haberman, Victor Kuarsingh and Sagarika Wickramasekera.

CEO Succession Planning Committee
Chair: Brian Haberman
Members: Ted Hardie, Barry Leiba, Luis Martinez and Robert Pepper.
Non-voting, ex-officio member: Andrew Sullivan

Compensation Committee
Chair: Ted Hardie
Members: Brian Haberman, Victor Kuarsingh, Barry Leiba and Robert Pepper.

Elections Committee*
Chair: Luis Martinez
Members: Brian Haberman and Charles Mok.
Non-voting, ex-officio member: Andrew Sullivan

Executive Committee
Chair: Ted Hardie
Members: Laura Thomson and Robert Pepper
Non-voting, ex-officio members: Andrew Sullivan

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

Governance Committee
Chair: Charles Mok
Members: Victor Kuarsingh, Barry Leiba, George Sadowsky, Muhammad Shabbir and Sagarika Wickramasekera.
Non-voting, ex-officio member: Andrew Sullivan

Nominations Committee*
Chair: Jon Peterson
Members: Barry Leiba and Sagarika Wickramasekera.

PIR Nominations Committee
Chair: Ted Hardie
Members: Charles Mok, George Sadowsky, Muhammad Shabbir and Laura Thomson.

Approved unanimously by the Board.

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

7. Approve the minutes of the previous Board meeting-T. Hardie

PURPOSE: Approve the minutes of the previous Board meeting

PROPOSED RESOLUTION:
Resolution 2022-30: Approve the minutes of the 165th board meeting
RESOLVED, that the minutes of the 165th meeting of the ISOC Board of Trustees, held by videoconference on 8 June 2022, are approved.

Moved by Luis, seconded by Sagarika, approved unanimously by the Board.

8. Welcome new Chapters-T. Hardie

PURPOSE: To welcome a new chapters.

Resolution 2022-31: Welcome new Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the Interplanetary Chapter of the Internet Society, and the Internet Society Qatar Chapter.

The board is also hereby notified that the US Colorado Chapter, the US Philadelphia Chapter and the Nepal Chapter have recently been de-chartered after unsuccessful rejuvenation efforts.

Moved by George, seconded by Brian, approved by acclamation.

9. Action items from the 2021-2022 Board-T. Hardie

PURPOSE: To accept a summary of agreed Board action items from the 2021-2022 Board of Trustees.

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. At the close of its term, the 2021-2022 board conveys the following list of priorities to the 2022-2023 board:

Continue to support the projects and activities approved as part of the Internet Society’s 2022 Action Plan;
Consider implementation of policies and procedures to increase board diversity and improve structures of consultation along the lines of those suggested in the recent Open Forums on Governance Reform;
Support the evolution of the relationship of the Internet Society and the Internet Society Foundation as a supporting organization.

PROPOSED RESOLUTION:
Resolution 2022-32: Accept the Summary of Agreed Board Action Items from the 2021-2022 Board of Trustees.
RESOLVED, the ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2021-2022 Board of Trustees.

Moved by Barry, seconded by Victor, approved unanimously by the Board.

10. Recognition of Outgoing Trustees-T. Hardie

PURPOSE: To express appreciation to outgoing Trustees for service to the Board

PROPOSED RESOLUTION:
Resolution 2022-33: Recognition of outgoing Trustees
RESOLVED, that the Board thanks Richard Barnes and Paul Ebersman at the conclusion of their terms for their dedication and outstanding service to the Internet Society as members of the Board of Trustees. The Board also thanks Mike Godwin and Maimouna Diop who both resigned earlier in the year.

Pepper moved, Jon seconded. Approved by the Board by acclamation.

The Board meeting recessed from 07:37 UTC to 08:08 UTC.

11. President & CEO Reports–A. Sullivan

PURPOSE: To receive updates from the CEO and Staff.

Action Plan 2022 Status Update–S. Wentworth and R. Abdul Rahim

Sally and Rinalia presented the report. Sally reported on ISOC’s growing the Internet, including deploying and growing community networks, fostering sustainable peering infrastructures, measuring the Internet, and understanding low earth orbit satellites. Sally also presented on the strengthening of the Internet such as promoting the Internet Way of Networking, MANRS, encryption, NDSS and Digital Sovereignty.

Trustees had a lot of questions on all the topics presented. Trustees asked about locations of CNs, IXPs, press mentions on Pulse, the MANRS project, and Global Encryption Day.

Rinalia presented on a number of ISOC’s initiatives, including SIGs, mobilizing individual members, empowering Internet advocates, fundraising, training and e-learning, strengthening of our community connections and participation.

Trustees discussed the report provided by Rinalia and asked questions about fellowships, e-learning, the amicus program and fundraising. Luis asked about our demographics and whether we track them.

2023 Action Plan Process–R. Abdul Rahim

Rinalia provided an overview of the 2023 Action Plan planning process. She mentioned that the process is open to all staff and that we seek feedback from the community. Trustees will have a number of touch points along the way before being asked to approve the plan.

No resolution required.

The Board meeting recessed from 09:54 UTC to 11:01 UTC and resumed in Closed Executive Session.

The following topic was addressed in the Closed Executive Session:

12. CFO Report–S. Park

PURPOSE: To receive a report from the CFO regarding the Internet Society’s 2022 first quarter financial results.

No resolution required.

The Board meeting moved to the Open to Observers Session at 12:11 UTC.

13. Dates and locations for 2022 retreat and 2023 meetings–T. Hardie

PURPOSE: Approve dates and locations for 2022 board retreat and 2023 board meetings

PROPOSED RESOLUTION:
Resolution 2022-34: Approve dates and locations for 2022 board retreat and 2023 board meetings
RESOLVED, that the board approves the following dates for its 2022 board retreat and 2023 meetings and, provided that it is safe and practical to meet and travel, the following locations.

2022 Retreat – 21-23 September in Europe
2023 Q1 Meeting – 1-2 April, co-located with IETF
2023 Annual General Meeting – 16-18 June in Washington, DC
2023 Q4 Meeting – 11-12 November in Prague

Barry moved, Luis seconded. Approved unanimously.

14. IETF LLC Chair’s Report–J. Livingood

PURPOSE: To receive a report from the Chair of the Internet Engineering Task Force LLC.

Jason presented IETF LLC Chair’s report.

No resolution required.

15. Meeting with Local Chapter–R. Brave

PURPOSE: To meet the Chair of the Internet Society Nederland Chapter and learn about matters of interest to his chapter and community.

Ruben spoke on behalf of the ISOC Nederland Chapter. He conveyed the chapter’s concerns about ISOC’s processes for setting up chapters and SIGs.

No resolution required.

16. Chapters Advisory Council Steering Committee Chair’s Report–F. Taes

PURPOSE: To receive a report from members of the Chapters Advisory Council Steering Committee.

Frédéric presented the report, including on such topics as ITU/UN discussions and collaboration with ISOC, ChAC work done, digital sovereignty, chapter surveys, and a proposal on live language interpretation.

Ted declared a conflict on the topic of live interpretation systems and abstained from the discussion on this topic.

Trustees discussed Frédéric’s proposal about live interpretation, including what languages, the options proposed by ChAC.

Luis also asked whether ChAC is acting as a communication channel from chapters to the ISOC Board of Trustees.

No resolution required.

The meeting recessed from 13:54 until 14:08 UTC.

17. ISOC Policy for Persons with Disabilities–T. Hardie

PURPOSE: To discuss an Internet Society policy for persons with disabilities.

Muhammad presented a framework that was put together by the Accessibility Standing Group. There are two high-level goals set out in the framework:

Minimize barriers to participation and engagement
Make accessibility part of the culture at ISOC

Trustees engaged in a discussion about the framework.

No resolution required.

The Board meeting recessed at 14:44 UTC and resumed in Closed Executive Session.

The following topic was addressed in the Closed Executive Session:

18. Any other business–T. Hardie

PURPOSE: To receive and discuss confidential information regarding ISOC partners.

The Board meeting recessed for the day at 15:34 UTC.

Sunday, 19 June 2022

The meeting resumed in Open to Observers Session at 07:03 UTC.

19. Welcome and opening remarks–T. Hardie

No conflicts were declared.

20. President & CEO Reports–Continued

PURPOSE: To receive updates from the CEO.

Organization Health and Sustainability–A. Sullivan

Andrew presented a report on the organization’s health and sustainability, including talent development, public support test, managing financial resources effectively, reputation of the Internet Society. He also talked about the measurements such as growing number of Internet champions and retaining them, building the capacity of Internet champions and increasing participation in Internet Society activities.

Trustees discussed the report and asked Andrew about the number of Organization Members, MoU, chapters’ health, and measurements of effectiveness of the Board.

Path to 2025: Mid-Term Update–A. Sullivan

Andrew presented an update on the Internet Society’s path to 2025 and the 3 things the Internet Society has committed to: build, promote and defend the Internet.

Trustees discussed the report and made a number of proposals.

The meeting recessed from 08:31 until 09:03 UTC.

21. Any other business–T. Hardie

– Rinalia posed a question to the Board about the targets and measurements. Trustees weighed in and provided their feedback with a focus on defending the Internet.

– Recognition of Kevin Craemer’s service for the Internet Society.

PURPOSE: to recognize the service of Kevin Craemer to ISOC and the Board of Trustees
Resolution 2022-35: Recognizing the service of Kevin Craemer to ISOC and the Board of Trustees
In Recognition and Profound Appreciation of Distinguished Service by Kevin Craemer in advancing the mission of the Internet Society.
WHEREAS Kevin Craemer has provided outstanding service to the Internet Society;
WHEREAS Kevin Craemer has served as Board Liaison with dedication, integrity and distinction;
WHEREAS the Board of Trustees wishes to recognize that service;
RESOLVED, that the Internet Society Board of Trustees acknowledges and extends its profound appreciation to Kevin Craemer for his many years of service to the Internet Society.

The Board approved the resolution by acclamation.

Meeting adjourned at 09:31 UTC and moved into the Closed Session.

The following topic was discussed in the Closed Session:

AOB: Luis brought up the topic of Board diversity.

22. Adjournment of Annual General Meeting

Meeting adjourned at 9:59 UTC.

Summary of Resolutions

The following resolution was approved by electronic vote prior to the meeting.

Resolution 2022-26: Accept the Finance Committee Report
RESOLVED, that the report of the 2021-2022 Finance Committee, attached hereto as Exhibit A, is accepted.

The following resolutions were approved during the meeting.