Minutes of Board Meeting No. 170

1-2 April 2023
Pacifico Yokohama, 1-1-1 Minatomirai, Nishi Ward, Yokohama 220-0012 Japan

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.

Note: There were no open forum sessions scheduled for this meeting.

Trustees Present in Person:

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

Trustees Present via Zoom:

Laura Thomson

Staff Members Present in Person:

Executive Director of Internet Society Foundation Sarah Armstrong
General Counsel Ilona Levine
Chief Financial Officer Sae Park
Managing Director, Internet Society, Sally Wentworth
Managing Director, Internet Society Foundation, Rinalia Abdul Rahim
Board Liaison Lauren Terrell

Guests Present for Certain Portions of the Meeting:

Internet Engineering Task Force (IETF) Chair Lars Eggert
IETF Trust Chair Glenn Deen
Chapters Advisory Council (ChAC) Steering Committee Chair Cheryl Langdon-Orr
Japan Chapter Vice Chair Mariko Kobayashi
Internet Society (ISOC) Senior Advisory, Policy and Advocacy Neeti Biyani
ISOC Senior Director, European Government and Regulatory Affairs David Frautschy
ISOC Distinguished Technologist Joe Hall
ISOC Principal, Olaf Kolkman

Saturday, 1 April 2023

The meeting started in Open to Observers Session on Saturday, 1 April 2023 at 00:12 UTC.

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

Mr. Hardie called the meeting to order in Open to Observers Session and welcomed participants.

No conflicts concerning topics on the meeting agenda were declared.

2. Welcome new Chapters, Special Interest Groups (SIGs) and Standing Groups – T. Hardie

PURPOSE: To recognize ISOC Chapters, SIGs, and Standing Groups approved since the last meeting of the Board.

There were no new chapters or special interest groups to recognize or welcome.

3. Community Chair Reports – T. Hardie

PURPOSE: To receive and discuss reports received from Community chairs.

IETF Trust Report.

Mr. Deen presented the IETF Trust report, including discussing updates since IETF 115, 2023 IETF Trust budget and IETF Trust restructuring updates.

Discussion ensued.

Following his presentation, Mr. Deen left the meeting.

ChAC Report.

Ms. Langdon-Orr presented the ChAC report, including providing an update on the most recent meeting of ChAC and how to engage more chapters, including having regional meetings.

Discussion ensued.

Following her presentation, Ms. Langdon-Orr left the meeting.

OMAC Report.

OMAC presented its report in a written form. Mr. Hardie read into the record OMAC’s Key Learning and the Advice to the Internet Society Board and Leadership sections of the report.

IETF Report.

IETF presented its report in a written form. Mr. Hardie called the Trustees’ attention to a few sections of the report, including the budget and events’ attendance. Discussion ensued.

No resolution required.

Community Chair Reports continued after agenda item #4.

4. ISOC Japan Chapter Report – M. Kobayashi

Ms. Kobayashi addressed the board and shared more about matters of interest to the Japan Chapter and community.

Discussion ensued.

Following her presentation, Ms. Kobayashi left the meeting.

The meeting recessed for a short break at 1:38 UTC and resumed at 1:55 UTC in Closed Executive Session.

3. Community Chair Reports – Continued

Mr. Eggert presented the IETF report.

The session resumed in Open to Observers Session at 2:49 UTC.

5. Committee Chair Reports – T. Hardie

PURPOSE: To receive and discuss reports received from Committee chairs.

Mr. Martinez presented the Election Committee report. No resolution required.

Mr. Mok presented the Governance Committee report, including the revised charter for board approval.

Discussion ensued. In light of the discussion, the committee will need to review the revisions of the charter and bring back to the Board its responses to the Board’s concerns.

Mr. Hardie presented the Compensation Committee report, including the revised charter for board approval.

Resolution 2023-7: Approve Revised Compensation Committee Charter
WHEREAS, as part of its annual workplan, the Compensation Committee reviewed its Charter and revised it to reflect updated titles;
WHEREAS, the Amended and Restated By-Laws of the Internet Society Article II Section require the Board of Trustees to approve committee charters;
RESOLVED, that the Compensation Committee Charter as presented is approved.

Approved unanimously.

Ms. Thomson presented the Finance Committee report. No resolution required.

Mr. Martinez presented the Audit Committee report. No resolution required.

The meeting recessed for a break at 3:49 UTC and resumed in Closed Executive Session at 4:49 UTC.

6. Fragmentation Project – Campaign Plan/Call to Action – S. Wentworth

Ms. Biyani, Mr. Frautschy and Mr. Hall joined the meeting via Zoom. Mr. Kolkman joined in person.

Ms. Biyani and Mr. Frautschy presented on the Fragmentation project, advocacy strategy and threat matrix.

Discussion ensued with most Trustees expressing their opinions and positions on this topic.

Following the presentation, Ms. Biyani, Mr. Frautschy, Mr. Hall, and Mr. Kolkman left the meeting.

The meeting recessed for a short break at 6:25 UTC and resumed at 6:43 UTC in Closed Executive Session.

7. Nominations Committee Report – J. Peterson

Mr. Peterson presented the Nominations Committee report.

8. CFO’s Report – 2022 Pre-Audit Year End Financial Results and Review of 2023 Financial Highlights – S. Park

Ms. Park presented the 2022 pre-audit year-end financial results.

9. Finance Committee Report on the Financials – L. Thomson

Ms. Thomson presented the Finance Committee’s report.

10. Governance Committee Matters – C. Mok

On behalf of the Governance Committee, Mr. Mok presented a high-level analysis of the Board Self-Assessment report.

The closed session concluded at 8:00 UTC and the Board meeting recessed for the day.

Sunday, 2 April 2023

The meeting resumed in Closed Executive Session at 00:04 UTC.

11. Public Interest Registry (PIR) Report & Budget

On behalf of PIR, CEO Jon Nevett and Chair Jeff Bedser submitted a written report in advance of the meeting for ISOC board review.

12. PIR Nominations Committee Report – T. Hardie

Mr. Hardie presented the PIR Nominations Committee report.

13. CEO Succession Planning Committee Report – B. Haberman

Mr. Haberman presented the CEO Succession Planning Committee report

Mr. Hardie reopened the meeting in Open to Observers Session on Sunday, 2 April 2023 at 00:12 UTC.

14. Welcome Back – T. Hardie

Mr. Hardie reopened the meeting in Open to Observers Session and asked Trustees to declare any conflicts. No conflicts were declared.

15. President & CEO’s Report – A. Sullivan

PURPOSE: To receive a report from the President and CEO.

Mr. Sullivan presented his report and a brief discussion ensued.

No resolution required.

16. Review of Organizational Performance – 2022 Results – S. Wentworth

PURPOSE: To receive a report from the Managing Director, Internet Society.

Ms. Wentworth provided the report, including results on the company’s programs such as Growing the Internet, Strengthening the Internet, Empowering people to take action.

Discussion ensued.

No resolution required.

17. Strategy Development – Overview of Timeline and Process – S. Wentworth

PURPOSE: To provide the Board with the timeline and process of the 2023 strategy for Internet Society.

Ms. Wentworth provided the Board with the high-level timeline of the 2030 strategy and the process for determining the timeline and approval of such.

No resolution required.

18. Accessibility Task Force – Update and Resolution – M. Shabbir

PURPOSE: To provide an update on the work of the Accessibility Task Force.

Mr. Shabbir provided the Board with the update on the work of the Accessibility Task Force and shared the draft of the proposed resolution. The Board discussed the proposed draft and agreed to vote on the draft as presented.

Resolution 2023-8: Approve Policy on Accessibility for Persons with Disabilities
Whereas the World Health Organization estimates that over one billion people worldwide—comprising 15% of the global population—have disabilities, with 80% of those individuals living in developing countries;
Whereas the board applauds ISOC’s progress in increasing accessibility for persons with disabilities (PWDs) through its Accessibility Standing Group and its predecessors and through the inclusion of people with disabilities in an internal accessibility working group to help develop ISOC’s accessibility framework on the principle of “nothing about us without us,” ensuring that the voices of those most directly impacted by these efforts are heard and their perspectives are valued;
Whereas the board recognizes that persons with disabilities transcend economic, geographic, religious and gender binaries, and face challenges in accessing the Internet and believes that ISOC’s core mission of “Internet for everyone” cannot be fulfilled until the persons with disability community may also fully benefit from the Internet;
Whereas the board believes that to achieve this goal, websites and applications must be built in such a way as to enable people with disabilities to access the same information as, to engage in the same interactions as, and to enjoy the same services offered to persons without disabilities, with the same privacy, independence, and ease of use.
Resolved that the board fully supports the President and CEO in taking further steps to build a culture of accessibility within ISOC and work toward eliminating barriers to participation and engagement with ISOC’s content, events, services, processes, and practices for persons with disabilities;
Further resolved that the President and CEO shall develop, or cause to be developed, a plan for ISOC to achieve and maintain at least AA level compliance with Web Content Accessibility Guidelines (“WCAG”) for ISOC’s websites, applications, and content. To the extent in use, the legacy websites, applications and content would also be brought to the same standards as deemed reasonable, practical, and commensurate with the goal of benefiting the disability community. The President and CEO shall also be provided with such funds and resources as the President and CEO deems necessary to achieve such plan;
Further resolved that the President and CEO shall formulate, or cause to be formulated, a comprehensive accessibility operational framework and fund allocation as the President/CEO deems appropriate and in furtherance of ISOC’s progress to increase accessibility for persons with disabilities;
Further resolved that the President and CEO shall provide progress reports on compliance with WCAG AA standards and the accessibility framework to the board at least quarterly until such plan is implemented, after which the President and CEO will continue to provide reports on the accessibility work at ISOC on an annual basis until further notice from the board.

Approved unanimously.

19. Any Other Business – T. Hardie

Mr. Martinez raised a topic of awards and discussion ensued.

The meeting recessed at 1:14 UTC and resumed in Closed Executive Session.

20. Adjournment of Internet Society Board of Trustees Meeting 170

The meeting resumed in Open to Observers session at 2:41 UTC and with no other business, Mr. Hardie adjourned the meeting at 2:42 UTC.

All Board Meeting Minutes