Resolutions of Board Meeting No. 153

Resolutions Passed at the Board Meeting No. 153
1-2 August 2020

Resolution 2020-33: Develop revised fellowship programs
WHEREAS the Internet Society wishes to develop the talents and interest of future leaders to ensure that the Internet is open, globally-connected, trustworthy, and secure; and
WHEREAS the Internet Society staff has prepared a proposal for two Fellowship programs in support of such talent and interest development; and
WHEREAS consultation with the Internet Society community indicated broad general support for those proposals, subject to some adjustments;
NOW THEREFORE BE IT RESOLVED, that the Internet Society staff is directed to begin work on the revised Fellowships programs as previously described, with total expenditures in 2020, including staff costs, not to exceed $300,000, such funds to be redirected from the already-approved budget for 2020 for program spending.

Resolution 2020-34: Improve individual member engagement
WHEREAS the Internet Society has always included individual members; and
WHEREAS the engagement from Individual Members has been for some years in decline; and
WHEREAS the Internet Society acknowledges the importance of Individual Members; and
WHEREAS the Internet Society staff in 2019 prepared a plan to engage Individual Members in a comprehensive manner;
NOW THEREFORE BE IT RESOLVED that the Internet Society staff is directed to create appropriate strategy, processes, use cases, and pilot systems in order to improve engagement with Individual Members, with total expenditures in 2020, including staff costs, not to exceed $200,000, such funds to be redirected from the already-approved budget for 2020 for program spending.

Resolution 2020-35: Approve the minutes of the 152nd Board meeting
RESOLVED, that the minutes of the 152nd meeting of the Board of Trustees, held by videoconference on July 2, 2020, are approved.

Resolution 2020-36: Accept the Summary of Agreed Board Action Items from the 2019-2020 Board of Trustees
RESOLVED, the ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2019-2020 Board of Trustees.

Summary of Agreed Board Action Items

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. Now at the close of its term, the 2019-2020 Board conveys the following priorities to the 2020-2021 Board:

• Support the Governance Reform Working Group so that Internet Society communities may provide input to the Board on governance matters;
• Support the CEO Succession Planning Committee so that the Internet Society has a CEO succession strategy in place at all times;
• Determine a high-level strategy for revenue diversification for the future of the Internet Society and the Internet Society Foundation; and
• Continue to support the projects approved as part of the Internet Society’s 2020 Action Plan.

Resolution 2020-37: Recognition of outgoing Trustees
RESOLVED, that the Board thanks Hans Peter Dittler, Hiroshi Esaki, Glenn McKnight and Sean Turner for their dedication and outstanding service to the Internet Society as members of the Board of Trustees. The Board also thanks Mieke van Heesewijk, who resigned earlier in the year.

Resolution 2020-38: Appoint a Trustee to the IETF Trust
RESOLVED, that the ISOC Board appoints John as a Trustee of the IETF Trust for a term of two years.

Resolution 2020-39: Appoint the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints Heather as chair and Maimouna and Mike as members of the committee.

Resolution 2020-40: Appoint the CEO Succession Planning Committee
RESOLVED, that the Board creates a CEO Succession Planning Committee and appoints Mike as chair and Gonzalo, Laura, Pepper, and Richard as members of the committee. The President serves as a non-voting, ex-officio member of this committee.

Resolution 2020-41: Appoint the Compensation Committee
RESOLVED, that the Board creates a Compensation Committee and appoints Heather, Mike, Ted, and Walid as members of the committee. Gonzalo (Chair of the Board) serves ex-officio as chair of the committee.

Resolution 2020-42: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates an Elections Committee and appoints Maimouna as chair of the committee. The President serves as a non-voting, ex-officio member of this committee.

Resolution 2020-43: Appoint the Executive Committee
RESOLVED, that the Board creates an Executive Committee and appoints the President, Richard (Treasurer), John (Secretary) as members, and Gonzalo (Chair of the Board) who serves as chair of the committee.

Resolution 2020-44: Appoint the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints George, Gonzalo, Laura, Olga, Pepper, and Ted as members of the committee, along with the President, and Richard (Treasurer) who serves as chair of the committee.

Resolution 2020-45: Appoint the Governance Committee
RESOLVED, that the Board creates a Governance Committee and appoints John as chair of the committee, and George, Heather, Maimouna, and Pepper as members. The President serves as a non-voting, ex-officio member of this committee.

Resolution 2020-46: Appoint the chair of the Nominations Committee
RESOLVED, that the Board creates a Nominations Committee and appoints George as chair of the committee.

Resolution 2020-47: Appoint the PIR Nominations Committee
RESOLVED, that the Board creates a PIR Nominations Committee and appoints Ted as chair of the committee and John, Laura, and Olga as members.

Resolution 2020-48: Approve dates and locations for 2021 board meetings
RESOLVED, that the board approves the following dates and locations for its meetings in 2021.

• Q1 Meeting: 26-27 March in Cancun
• Annual General Meeting: 31 July-1 August in San Francisco
• Retreat: 11-12 September in Washington DC
• Q4 Meeting: 13-14 November in Madrid