6 March 2025
Fairmont Olympic Hotel
411 University Street
Metropole Room
Seattle, Washington, USA 98101
- 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 (via Zoom)
- Sagarika Wickramasekera
- Sally Wentworth, President and CEO, non-voting
Staff:
- Sarah Armstrong, Executive Director, ISOC Foundation
- Katie Bengaard, Senior Vice President, Strategy, ISOC
- Ilona Levine, General Counsel and Corporate Secretary, ISOC
- Chris Locke, Managing Director, ISOC Foundation
- Sae Park, Chief Financial Officer, ISOC
- Lauren Terrell, Director of Governance, ISOC (virtual)
Guests Present for Certain Portions of the Meeting:
- Flávio Rech Wagner, Chair, Chapters Advisory Council (ChAC) Steering Committee
- Ron Petty, Chair, San Francisco Bay Area Chapter
- David Issa, Vice-Chair, San Francisco Bay Area Chapter
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 17:05 on Thursday, 6 March 2025 and welcomed participants.
No conflicts were declared.
2. Community Chair Reports – Ted Hardie
ChAC – Flávio Rech Wagner
Mr. Wagner presented his report covering the ChAC action plan and priorities for 2025, which included the creation of more meaningful opportunities for engagement with chapters and members, such as regional calls, community days, and project related activities. In addition, the ChAC is focused on enhancing communication and cooperation with ISOC and Foundation staff and the Board of Trustees. He noted that ChAC priorities are improving chapter influence and driving Internet governance polices both locally and globally. Mr. Wagner reported they also are working to revise the ChAC rules and procedures, supporting ISOC’s new initiatives on chapters activities, removing barriers for new chapter engagement, and addressing issues regarding transparency.
Discussion ensued. Trustees inquired about potential options for communications between ChAC and the board and the status of the revisions of the ChAC procedures. Trustees explored potential reasons for lack of board and chapter representative engagement in ChAC calls, including lack of specific notice for meetings. Mr. Wagner shared that in addition to not sufficiently communicating meeting notice, ChAC may not be discussing issues of interest. Trustees expressed their interest in receiving notice of ChAC calls directly. Trustees also asked about interchapter collaborations and Mr. Wagner highlighted several initiatives, including collaboration on the Safe Internet.
Organization Members Advisory Council (OMAC) – Harald Summa
Mr. Summa was unable to attend the meeting and provided a written report in advance. For trustee attention, Mr. Hardie highlighted that Organization Members were particularly interested in ISOC’s preparation for WSIS 2024. He also noted that Mr. Summa is now the sole chair of the OMAC, raising continuity concerns. Mr. Hardie thanked OMAC for the roundtable discussions that Organization Members have organized, which are proving useful to members.
Discussion ensued and trustees requested confirmation that all trustees are subscribed to the OMAC elist.
3. A Note of Encouragement to New Chapters in Formation – Ted Hardie
Mr. Hardie conveyed a note of encouragement to chapters in formation and everyone within the ISOC environment. Chapters are important to the ISOC for two key reasons: unity of purpose – the Internet is for everyone; and the variety of experiences that chapters bring to ISOC. The breadth and variety of the experiences is what contributes to the success of the organization and its mission. Mr. Hardie stressed the board’s promise that everyone will be treated fairly and be given equal opportunities.
Trustees discussed ways of encouraging and lowering barriers to chapter formation, providing more opportunities for sub regional or sub national chapters, and overall chapter sustainability. Ms. Wentworth thanked trustees for suggestions on how to provide support to the chapters in formation and noted that ISOC does not object to more geographic representation. Ms. Wentworth also encouraged ChAC to hold a workshop for the thriving chapters to share their experiences and keys to success.
4. Approval of Previous Meeting Minutes – Ted Hardie
Approval of Board Meeting 186 Minutes (12 February 2025)
Proposed Resolution 2025-X: Approve the Minutes of the 186th Internet Society Board Meeting
WHEREAS, the Internet Society Board of Trustees has reviewed the minutes of the 186th board meeting as presented;
RESOLVED, that the minutes of the 186th meeting of the Internet Society Board of Trustees are approved.
The resolution was unanimously approved.
Approval of Board Meeting 185 Minutes (8 January 2025)
Proposed Resolution 2025-X: Approve the Minutes of the 185th Internet Society Board Meeting
WHEREAS, the Internet Society Board of Trustees has reviewed the minutes of the 185th board meeting as presented;
RESOLVED, that the minutes of the 185th meeting of the Internet Society Board of Trustees are approved.
The resolution was unanimously approved.
Approval of Board Meeting 184 Minutes (11 December 2024)
Proposed Resolution 2025-X: Approve the Minutes of the 184th Internet Society Board Meeting
WHEREAS, the Internet Society Board of Trustees has reviewed the minutes of the 184th board meeting as presented;
RESOLVED, that the minutes of the 184th meeting of the Internet Society Board of Trustees are approved.
The resolution was unanimously approved.
Trustees discussed procedures and processes for approving minutes, focusing on timely approval.
5. San Francisco Bay Area Chapter Report – Ron Petty and David Issa
Mr. Petty and Mr. Issa presented their report noting the chapter has close to 1,000 registered members with a board of eight members and earned its Gigabit status in 2024. Mr. Petty went on to describe chapter activities in 2024, including white papers produced, participation in Global Encryption Day, and use of Beyond the Net grants. Activities underway in 2025 included participation in events such as AllDaySF, InternetDaySF, and GEDSE. He also discussed the challenges the chapter is facing and how the chapter is trying to address them, such as having in-person events, getting additional sponsors, and working with other professional groups.
Discussion ensued and trustees congratulated the chapter on its success. Discussion focused on youth engagement, particularly through universities, and ISOC and ICANN fellowships.
The meeting recessed at 18:47 UTC and resumed at 19:02 UTC.
6. President and CEO’s Report – Sally Wentworth
Ms. Wentworth provided the President and CEO’s report. Leadership transition was a key focus in 2024, as was strengthening the community and engaging with others outside of the ISOC sphere (for example, the PTC conference in January of 2025 and the IGF in Saudi Arabia in December of 2024). Looking ahead to 2025, ISOC has already planned to hold 50 plus “@ISOC” events with the community throughout the year. On the advocacy front, she mentioned Global Encryption Coalition efforts targeted end-to-end encryption in the UK and efforts in France resulted in the government withdrawing anti-encryption legislative that could have harmed the Internet. Efforts to increase transparency continue and include a recently published a transparency page on the website to provide key information about the organization and the relationships between subsidiaries. Ms. Wentworth also discussed the organization’s work on the enterprise risk management efforts and provided an update on accessibility.
Discussion ensued and topics included the enterprise risk assessment and register, better marketing of ISOC’s work, trustee involvement in introducing outside communities to ISOC, and the strength of the Global Encryption Coalition. Trustees expressed appreciation to Ms. Wentworth on her efforts to ensure that all parts and subsidiaries of ISOC have healthy interactions and work together to accomplish ISOC’s mission.
7. Review of Organizational Performance – Katie Bengaard
Ms. Bengaard provided an overview of the organizational performance for 2024. Out of 44 total success measures, 41 were achieved and three were not achieved. She then reviewed each of ISOC’s 2024 programs. Highlights included Defending the Internet activities and successes, such as countering Internet threats, defending the Internet in the United Nations, extending encryption, guiding constructive Internet policy, helping shape Internet legal precedent, and NDSS.
Ms. Bengaard also presented the success measures of the programs, such as Connecting the Unconnected, Fostering Sustainable Peering Infrastructure, and Measuring the Internet. Ms. Bengaard concluded her report by describing how ISOC is scaling its impact through mobilization and capacity building.
Discussion ensued. Trustees congratulated the team on the successes of 2024 and discussed a variety of topics, including APAC engagement, additional activities in Africa, potential expansion of the policymaker program outside of IGF, and NDSS conference growth. Trustees also wanted to understand why the policy toolkit was not published as planned; Ms. Wentworth noted that it was delayed to ensure incorporation of community feedback is taken into account. It will be published this week.
8. Governance Committee Report – Charles Mok
Mr. Mok presented amendments to the Nominations Committee Charter and Governance Committee Charter reflecting previous trustee comments related to better information sharing of board recruitment criteria, particularly with the IAB.
Discussion followed with trustees flagging concerns related to specific procedures and practices, as well as the liaison function as noted in the Nominations Committee Charter. The Governance Committee will take those comments under advisement and return with further amendments. The board supported changes to the Governance Committee Charter and agreed to adopt a revised resolution later during the meeting.
The meeting recessed for lunch at 20:55 UTC and resumed in Closed Executive Session at 22:02 UTC where the following topics were addressed.
Closed Executive Session
9. CFO’s Report – Sae Park
Mr. Park presented the CFO’s report, including the financials for the 31 December 2024 year end.
10. Finance Committee Report – Laura Thomson
Ms. Thomson presented the Finance Committee Report.
11. Committee Reports – Ted Hardie
Mr. Mok presented the Governance Committee report, including the Board Self-Assessment Results.
Mr. Hardie presented the Compensation Committee report.
Mr. Haberman and Ms. Baruwa presented the Leadership Continuity Committee report.
Mr. Ogundele presented the Nominations Committee report.
Ms. Baruwa presented the Fundraising Working Group report.
The meeting recessed at 23:45 UTC and resumed at 00:00 UTC.
12. Entreprise Risk Management – Sally Wentworth and Chris Locke
Ms. Wentworth and Mr. Locke provided an update on enterprise risk management.
The meeting recessed at 00:42 UTC and resumed at 00:45 UTC for the Board and CEO Only Session.
13. Board and CEO Session – Ted Hardie
As a matter of good practice, this session was designed for board and CEO discussions only.
The meeting resumed in Open to Observers Session at 1:00 UTC.
14. Any Other Business – Ted Hardie
Notice of Board Meetings to the Community
Mr. Hardie proposed that in response to the community’s requests, the board provides notices of its off-cycle meetings to the community.
Amendments to the Governance Committee Charter
Resolution 2025-X: Approval of Amendments to the Governance Committee Charter
WHEREAS, the Governance Committee recommends amending the Governance Committee Charter to ensure that the Governance Committee broadly distributes the “Guidance” to the IAB.
RESOLVED, the Board of Trustees approves the amendments to the Governance Committee Charter as presented.
The resolution was approved unanimously.
15. Adjournment – Ted Hardie
With no other business, Mr. Hardie adjourned the meeting at 1:06 UTC.