Minutes of Board Meeting No. 184

11 December 2024
Virtual via Zoom

• Closed Executive Session: Board members and staff 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.

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

Present:

• Olufunke Baruwa
• Ramanou Biaou
• Brian Haberman
• Ted Hardie
• Maureen Hilyard
• Russ Housley
• Victor Kuarsingh
• Barry Leiba
• Charles Mok
• Kathleen Moriarty
• Caleb Ogundele
• Laura Thomson
• Sally Wentworth, President and CEO, non-voting

Trustees Absent:

• Sagarika Wickramasekera

Staff:

• Sarah Armstrong, Executive Director, ISOC Foundation
• Ilona Levine, General Counsel and Corporate Secretary, ISOC
• Chris Locke, Managing Director, ISOC Foundation
• Sae Park, Chief Financial Officer, ISOC

Open to Observers Session

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

Mr. Hardie called the ISOC Board of Trustees meeting to order in Open to Observers Session at 16:19 UTC on Wednesday, 11 December 2024 and welcomed participants.

No conflicts were declared.

2. Approval of Minutes from ISOC Board Meeting 183 – Ted Hardie

Resolution 2024-XX: Approve the Minutes of the 183^rd Internet Society Board Meeting
WHEREAS, the Internet Society Board of Trustees has reviewed the minutes of the 183^rd board meeting as presented;
RESOLVED, that the minutes of the 183^rd meeting of the Internet Society Board of Trustees are approved.

The resolution was unanimously approved.

3. Approval of the Minnesota Charitable Organization Report Form – Ted Hardie

Resolution 2024-XX: Approve and Certify the Minnesota Charitable Organization Annual Report Form
WHEREAS, the Internet Society (ISOC) maintains charitable registration status in the state of Minnesota;
WHEREAS, as part of Charitable Organization Annual Report Form, Minnesota statute § 309.52, subd. 3. requires a Board approved resolution approving the contents of the Annual Form, as well as stating the Board is responsible for determining matters of policy, supervising the operations and finances of ISOC, and certifying information supplied in the Annual Form is correct and complete to the best of the Board’s knowledge;
RESOLVED, that the Board approves the contents of the Annual Report Form and all supporting materials, attached hereto as Exhibit A, and does hereby certify that the ISOC Board has assumed, and will continue to assume, responsibility for determining matters of policy, and has supervised, and will continue to supervise, the operations and finances of the organization;
FURTHER RESOLVED, that the ISOC Board further states that the information supplied in the Annual Report Form, and all supporting materials, is true, correct, and complete to the best of our knowledge.

The resolution was unanimously approved.

4. Approval of the Leadership Continuity Committee Charter Amendments – Ted Hardie

Resolution 2024-XX: Approval of the Leadership Continuity Committee Charter
WHEREAS, the CEO Succession Planning Committee reviewed and revised its Charter to better reflects its roles and responsibilities;WHEREAS, the CEO Succession Planning Committee also determined changing the committee name to Leadership Continuity Committee would better reflect its work;
WHEREAS, the Governance Committee reviewed both the Charter and name change and recommends adoption via formal approval by the Internet Society Board of Trustees;
RESOLVED, that the Internet Society Board of Trustees hereby approves the Leadership Continuity Charter and name change as presented.

The resolution was unanimously approved.

5. Any Other Business – Ted Hardie

No other business was raised.

6. Adjournment – Ted Hardie

With no other business, Mr. Hardie adjourned the meeting at 16:28 UTC.