17-18 June 2023
Marriott Marquis
901 Massachusetts Avenue, NW
University of DC & Catholic University Meeting Rooms, Meeting Level 1
Washington, DC, USA 20001
Guide to Board session types:
- Closed executive session: board members 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. There are no open forum sessions scheduled for this meeting.
Note: The Board may invite individuals to participate in any session (e.g., as presenters) as needed.
Agenda
Times on this agenda are listed in UTC for the benefit of remote participants and observers in different regions. Use timezone conversion to convert to your local time.
Saturday, 17 June 2023
Open to Observers Session
13:00 UTC
1. Welcome, Apologies and Declaration of Conflicts–Andrew Sullivan
13:05 UTC
2. Annual Elections and Appointments
i. Annual Election of Board Chair–Andrew Sullivan
ii. Annual Election of Other Officers–Board Chair
iii. Annual Appointment of Committee Chairs and Members–Board Chair
Proposed Resolution
Resolution 2023-XX: Appoint Chairs and Members of Committees of the Board
RESOLVED, that the Internet Society Board of Trustees makes the following appointments to committees of the board for the 2023-2024 term:
Audit Committee
Chair: Luis Martinez
Members: Brian Haberman, Victor Kuarsingh, Sagarika Wickramasekera, Olufunke Baruwa
CEO Succession Planning Committee
Chair: Brian Haberman
Members: Ted Hardie, Barry Leiba, Luis Martinez, Robert Pepper, Ramanou Biaou
Non-Voting, Ex-Officio Member: Andrew Sullivan
Compensation Committee:
Chair: Incoming Board Chair
Members: Brian Haberman, Olufunke Baruwa, Barry Leiba, Robert Pepper, Caleb Ogundele
Elections Committee*
Chair: Victor Kuarsingh
Members: Laura Thomson, Charles Mok, Robert Pepper
Non-Voting, Ex-Officio Member: Andrew Sullivan
Executive Committee
Chair: Incoming Board Chair
Members: Incoming Treasurer and Board Secretary
Non-Voting, Ex-Officio Member: Andrew Sullivan
Finance Committee
Chair: Incoming Treasurer
Members: Ted Hardie, Robert Pepper, Jon Peterson, Caleb Ogundele, Ramanou Biaou
Non-Voting, Ex-Officio Member: Andrew Sullivan
Governance Committee:
Chair: Charles Mok
Members: Victor Kuarsingh, Sagarika Wickramasekera, Luis Martinez, Ramanou Biaou
Non-Voting, Ex-Officio Member: Andrew Sullivan
Nominations Committee*
Chair: Barry Leiba
Members: Olufunke Baruwa, Caleb Ogundele
PIR Nominations Committee
Chair: Luis Martinez
Members: Charles Mok, Caleb Ogundele, Ramanou Biaou, Sagarika Wickramasekera, Ted Hardie
*Note: appointment of additional members to the Elections and Nominations Committees will occur at the later date.
iv. Appoint a Liaison to the IETF Nominations Committee–Board Chair
Proposed Resolution
Resolution 2023-XX: Appoint a Liaison to the IETF Nominations Committee
RESOLVED, that the Internet Society Board of Trustees appoints Sagarika Wickramasekera as Internet Society Board Liaison to the IETF Nominations Committee for the 2023-2024 term.
13:45 UTC
3. Action Items from the 2022-2023 Board–Board Chair
Proposed Resolution
Resolution 2023-XX: Accept the Summary of Agreed Board Action Items from the 2022-2023 Board of Trustees
RESOLVED, the Internet Society Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2022-2023 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 based on its knowledge and experience, which are crucial for the continued success of the organization. Now at the close of its term, the 2022-2023 board conveys the following priorities to the 2023-2024 board:
- Continue to support the increased focus on the “Defend” pillar of ISOC’s Build, Promote, Defend framework.
- Continue to focus on revenue diversification and support ISOC’s fundraising efforts through the Foundation.
- Prioritize CEO and C-suite succession planning and activities.
- Support ongoing efforts to improve the accessibility of ISOC materials and communities in accordance with Resolution 2023-8.
13:55 UTC
4. Recognition of Outgoing Trustees–Board Chair
Proposed Resolution
Resolution 2023-XX: Recognition of Outgoing Trustees
RESOLVED, that the Internet Society Board of Trustees thanks George Sadowsky and Muhammad Shabbir, who have concluded their terms, for their dedication and outstanding service to the Internet Society as members of the Board of Trustees.
14:00 UTC
5. Board Meeting Dates and Locations for 2023-2024–Board Chair
Proposed Resolution
Resolution 2023-XX: Approve Dates and Locations for 2023-2024 Board Meetings
RESOLVED, that the Board of Trustees approves the following dates for its meetings in 2023 and 2024 provided it remains practical to travel and meet in the determined locations.
- 2023 Retreat: 8-10 September, [location]
- 2024 Q1 Meeting: [dates], [location]
- 2024 Annual General Meeting: [dates], [location]
- 2024 Retreat: [dates], [location]
- 2024 Q4 Meeting: [dates], [location]
Note: the 2023 Q4 Meeting to be held 11-12 November in Prague was approved via Resolution 2022-34.
14:35 UTC
Break
14:50 UTC
6. President and CEO Report–Andrew Sullivan
15:20 UTC
7. Internet Society 2023 Progress and Impact–Sally Wentworth
Closed Executive Session
15:50 UTC
8. Bridgespan Memo and 501(c)(4) Timing–Ilona Levine and Board Chair
Open to Observers Session
16:20 UTC
9. Adjournment–Board Chair
Break for Lunch–Catholic University Meeting Room, Meeting Level 1
*Meeting with resume with Internet Society Foundation Board Meeting
Sunday, 18 June 2023
Open to Observers Session
13:00 UTC
10. ISOC Board Meeting, Welcome Back–Board Chair
13:05 UTC
11. Community Chair Reports–Board Chair
i. Organization Member Advisory Council (OMAC) – Harald Summa and Helen Harris
ii. IETF Trust – Victor Kuarsingh
iii. ChAC Steering Committee Report
14:05 UTC
12. Washington DC Chapter – Passed Pioneers
14:35 UTC
Break
Closed Executive Session
14:55 UTC
13. 2030 Strategy and Threats–Sally Wentworth
16:00 UTC
Break for Lunch – Catholic University Meeting Room, Meeting Level 1
17:00 UTC
14. Review of Organizational Functions within ISOC Family of Organizations–Andrew Sullivan
18:00 UTC
15. CFO’s Report–Sae Park
18:20 UTC
16. Any Other Business–Board Chair
Open to Observers Session
20:00 UTC
17. Any Other Business–Board Chair
i. Approve Operationalizing the Connected Giving Foundation
Proposed Resolution
Resolution 2023-XX: Approve Operationalizing Connected Giving Foundation
WHEREAS, the Internet Society, Inc. is the sole member of Connected Giving Foundation (“CGF”), which was formed as a supporting organization to Internet Society in 2019 and has not engaged in any operations since it was formed;
WHEREAS, management has recommended that the Board of Trustees (“Board”) of Internet Society operationalize CGF to invest and manage funds for the benefit of Internet Society and its mission, including for the benefit of the Internet Society Foundation;
WHEREAS, management has presented a plan for operationalizing CGF to manage long-term reserves, receive annual cash surplus funding from PIR, and to review and fund Board-designated initiatives/funds of Internet Society, all to ensure continuous growth of the long-term reserves (the “Plan”); and
WHEREAS, the Board has determined that it is in the best interests of Internet Society and its mission to fund CGF and to approve the Plan.
NOW, THEREFORE, BE IT:
RESOLVED, that the Board hereby approves the Plan as presented by management;
RESOLVED FURTHER, that the Board hereby authorizes and directs the officers of Internet Society to implement the action plan contained in the Plan, including to transfer (or cause the transfer of) excess contributions from PIR to CGF; and
RESOLVED FURTHER, that the Board hereby authorizes and directs the President and CEO of Internet Society to evaluate and recommend to the Board an appropriate governance structure and board composition for CGF given the nature of its planned activities.
ii. Approve Revised Finance Committee Charter
Proposed Resolution
Resolution 2023-XX: Approve Revised Finance Committee Charter
WHEREAS, as part of its annual workplan, the Finance Committee reviewed its Charter and made minor amendments clarifying existing language and terminology, as well as incorporating new language regarding the committee’s role in the oversight of investments and investment performance;
WHEREAS, the Amended and Restated By-Laws of the Internet Society Article II Section 12 require the Board of Trustees to approve committee charters;
RESOLVED, that the Finance Committee Charter as presented is approved.
iii. Approve the Minutes of the 172nd Internet Society Board Meeting
Proposed Resolution
Resolution 2023-XX: Approve the Minutes of the 172nd Internet Society Board Meeting
RESOLVED, that the minutes of the 172 meeting of the Internet Society Board of Trustees, held by videoconference on 14 June 2023, are approved.
iv. Appoint the Representative to the PIR Board of Directors
Proposed Resolution
Resolution 2023-XX: Appoint the Representative to the Public Interest Registry Board of Directors
WHEREAS, in accordance with the Amended and Restated Bylaws of Public Interest Registry Article VI. Section 7., the Internet Society, as a Representative Member, shall be entitled to designate a representative to attend all meetings of the Public Interest Registry’s Board of Directors and its committees;
RESOLVED, that the Internet Society Board of Trustees appoints Andrew Sullivan as the Internet Society representative to the Public Interest Registry Board of Directors to serve until the 2024 Internet Society Annual General Meeting.
21:00 UTC
18. Adjournment–Board Chair
22:00 UTC
Board of Trustees and Staff Dinner-Succotash, 915 F Street, NW, Washington, DC 20004 (optional)
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