Minutes of Board Meeting No. 168

12-13 November 2022
Hilton London Metropole – 225 Edgware Road, London W2 1JU

Guide to Board of Trustees Session Types:

Closed Executive Session: board members only.
Open to Observers Session: local and remote attendees welcome to listen in.
Open Forum Session: local and remote attendees welcome to ask questions, provide input, and discuss with the board.

Trustees Present in Person:

Ted Hardie
Brian Haberman
Barry Leiba
Luis Martinez
Charles Mok
Robert Pepper
Jon Peterson
George Sadowsky
Muhammad Shabbir
Laura Thomson
Sagarika Wickramasekera, and
President and CEO Andrew Sullivan (ex officio, non-voting)

Trustees Present via Zoom:

Victor Kuarsingh

Staff Members Present in Person:

Executive Director of Internet Society Foundation Sarah Armstrong
General Counsel Ilona Levine
Chief Financial Officer Sae Park
Senior Vice President Strategy, Communications and Engagement Rinalia Abdul Rahim
Board Liaison Lauren Terrell
Senior Vice President Project Staff Sally Wentworth

Guests Present for Certain Portions of the Meeting:

Internet Architecture Board Chair Mirja Kuehlewind
Chapters Advisory Council Steering Committee Vice Chair Adebunmi Akinbo
UK England Chapter Chair Dr. Olivier Crépin-Leblond
Public Interest Registry Chair Jeff Bedser and President and CEO Jon Nevett

Saturday, 12 November 2022

1. Welcome, Apologies and Declaration of Conflicts–T. Hardie

Mr. Hardie called meeting to order in Open to Observers Session on Saturday, 12 November 2022 at 9:03 UTC and welcomed participants.

No conflicts were declared.

2. Community Chair Reports

PURPOSE: receive reports from Community Chairs.

Ms. Kuehlewind presented the Internet Advisory Board (IAB) Chair’s report, including the list of technical programs and administrative support groups, topics for technical discussions, and recent IAB statements.

Discussion ensued with trustees inquiring if the list of topics for IAB’s technical discussion calls was public (though they are not, Ms. Kuehlewind said they may consider announcing certain calls). In addition, there was IAB and Internet Society board interest in holding a joint discussion about the defense of the Internet and policy stances.

Following her presentation, Ms. Kuehlewind left the meeting.

On behalf of the Internet Engineering Task Force (IETF) Trust Chair Glenn Deen, who was unable to attend the meeting, Mr. Kuarsingh presented the IETF Trust’s report, discussing the type of assets the IETF Trust manages, as well as the IETF Trust’s transition from a Virginia trust to a Delaware corporation.

On behalf of IETF LLC Chair Lars Eggert, who was unable to attend the meeting, Mr. Hardie presented the work of the IETF Administration LLC, including current board work and the previous fiscal year operating budget.

Mr. Akinbo presented the Chapters Advisory Council (ChAC) Steering Committee report, including outreach activities with chapter leaders, topics addressed in 2022, and a proposal to formalize the reference of ISO 3166 regarding chapter boundaries.

Following his presentation, Mr. Akinbo left the meeting.

Organization Member Advisory Council (OMAC) Chair Harald Summa was not able to attend the meeting; however, a report was submitted in advance and the OMAC provided a response to the board’s request for advice on improving communications between organization members and the board. Trustees provided comments and raised questions, which will be shared with the OMAC.

3. Signature Authorization and Delegation of Authority Policy

Resolution 2022-45: Adopt Updated Signature Authorization and Delegation of Authority Policy
WHEREAS, the Board of Trustees, via Resolution 2021-43, adopted a Signature Authorization and Delegation of Authority Policy;
WHEREAS, the Board of Trustees desires to update the policy;
RESOLVED, that the Board of Trustees hereby adopts the updated Signature Authorization and Delegation of Authority Policy as presented.

Approved unanimously.

4. UK England Chapter Report

PURPOSE: meet with the staff of the UK England Chapter and learn about matters of interest to their chapter and community.

Dr. Crépin-Leblond addressed the board and discussed the chapter formation history, chapter membership, and work of the chapter in 2022, including regaining consumer trust in algorithms and the United Kingdom’s Online Safety Bill.

Discussion ensued with a focus on the work of the chapter, especially regarding work on the Online Safety Bill.

Following his presentation, Dr. Crépin-Leblond left the meeting.

The Internet Society Board of Trustees Meeting 168 recessed for the remainder of the day at 11:26 UTC.

Sunday, 13 November 2022

5. Welcome Back–T. Hardie

Mr. Hardie reopened the meeting in Open to Observers Session on Sunday, 13 November 2022 at 9:01 UTC.

No conflicts were declared.

6. President and CEO’s Report–A. Sullivan

Mr. Sullivan delivered his report, including an update on the status of the reallocation and the remaining items on the 2022 Action Plan.

The board discussed the report, including the status of the AMS transition, individual membership, the Digital Sovereignty Project, and staff participation in conferences, among other things.

7. Presentation of the 2023 Action Plan–S. Wentworth

Ms. Wentworth presented the 2023 Action Plan, including the status of projects that are part of Grow the Internet, Connecting the Unconnected, Fostering Sustainable Peering Infrastructure, Measuring the Internet, Strengthening the Internet, NDSS, the Internet Fragmentation Project, and the Amicus Program. Ms. Wentworth also discussed the Internet Society’s plan to empower people in 2023 via the Internet Society’s online learning program, alumni program, and by recognizing Internet champions.

The board discussed the report and raised questions and comments regarding the encryption project, creation and development of goals and metrics, Internet champions, and the Amicus Program, among other topics.

The meeting recessed at 10:58 UTC and resumed in Closed Executive Session at 11:29 UTC where the following topics were addressed.

8. CFO’s Report–S. Park

PURPOSE: provide the board with information on the Internet Society’s third quarter 2022 financials.

9. Presentation of the 2023 Budget–S. Park

PURPOSE: present the proposed 2023 budget for the Internet Society.

10. Finance Committee Report on the Proposed Budget–L. Thomson

PURPOSE: present the Finance Committee’s report and recommendations regarding the proposed budget.

11. Any Other Business

PURPOSE: to raise any other business requiring board attention.

The board meeting resumed in Open to Observers Session at 12:44 UTC.

12. Approval of the Action Plan, Budget, and Budget Designations–T. Hardie

Resolution 2022-46: Approve the 2023 Action Plan and Budget
RESOLVED, that the Internet Society Board of Trustees approves the 2023 Action Plan and Budget as presented.

Approved unanimously.

Resolution 2022-47: Approve Funding for the Internet Society Amicus Program
RESOLVED that the Board of Trustees approves designating an additional $85,000 to fund the Internet Society Amicus Program, using the remaining from the Reserves.

Approved unanimously.

Resolution 2022-48: Approve Funding for the Internet Society Compliance Program
RESOLVED that the Board of Trustees approves designating an additional $210,000 to fund the Internet Society Compliance Program, using the remaining from the Reserves.

Approved unanimously.

Resolution 2022-49: Approve Funding for Data Transformation
RESOLVED that the Board of Trustees approves designating an additional $345,000 to fund Data Transformation, using the remaining from the Reserves.

Approved unanimously.

Resolution 2022-50: Approve Funding for Corporate Structure Review
RESOLVED that the Board of Trustees approves designating $250,000 to fund Corporate Structure Review, using the remaining from the Reserves.

Approved unanimously.

The board meeting recessed for lunch at 12:48 UTC and resumed in the Closed Executive Session at 13:47 UTC.

13. Committee Reports

PURPOSE: present the Public Interest Registry (PIR) report and budget.

The board meeting resumed in Open to Observers Session at 14:17 UTC.

Resolution 2022-51: Approve the 2023 PIR Budget
RESOLVED, that the Internet Society Board of Trustees hereby approves the 2023 budget of the Public Interest Registry as presented.

Approved unanimously.

13. Committee Reports–Continued

Mr. Martinez presented the Elections Committee report.

Mr. Peterson presented the Internet Society Nominations Committee report.

Ms. Thomson presented the Trustee Selection Committee report.

Mr. Hardie presented the PIR Nominations Committee report.

Mr. Haberman presented the CEO Succession Planning Committee report.

Mr. Hardie presented the Compensation Committee report.

The board meeting returned to Closed Executive Session at 14:35 UTC.

14. Board Discussion Regarding Community Advice

PURPOSE: to discuss responses received resulting from the board’s request for advice on how to better engage with the community.

The board recessed at 16:04 UTC and resumed in the Closed Executive Session at 16:24 UTC.

15. Board Discussion Regarding Internet Society’s Current Work on Accessibility

Presentation: to discuss the Internet Society’s approach to accessibility.

The meeting returned to Open to Observers Session at 17:24 UTC.

16. Any Other Business

No other business was raised from the floor.

17. Adjournment–T. Hardie

With no other business, Mr. Hardie adjourned the meeting at 17:25 UTC.

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