12 June 2024
Virtual
- 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
- Victor Kuarsingh
- Barry Leiba
- Luis Martinez
- Charles Mok
- Caleb Ogundele
- Robert Pepper
- Laura Thomson
- Sagarika Wickramasekera
- Andrew Sullivan, President and CEO, non-voting
Excused:
- Jon Peterson
Staff:
- Sally Wentworth, Managing Director, Internet Society (ISOC)
- Sarah Armstrong, Executive Director, ISOC Foundation
- Ilona Levine, General Counsel and Corporate Secretary, ISOC
- Sae Park, CFO, ISOC
- Lauren Terrell, Director of Governance and Board Operations, ISOC
Guests:
- Maureen Hilyard, Incoming Trustee
- Russ Housley, Incoming Trustee
- Kathleen Moriarty, Incoming Trustee
Open to Observers Session
1. Welcome and Declaration of Conflicts – Ted Hardie
Mr. Hardie called the ISOC Board of Trustees meeting to order in Open to Observers Session at 16:38 UTC and welcomed participants.
No conflicts were declared.
2. Approval of Action Items for the 2024-2025 ISOC Board of Trustees – Ted Hardie
Mr. Hardie presented for vote the resolution to accept and convey action items from the current board to the 2024-2025 board.
Resolution 2024-XX: Accept and Convey Action Items to the 2024-2025 Internet Society Board of Trustees
RESOLVED, the 2023-2024 Board of Trustees accepts as accurate the following Summary of Agreed Board Action Items and,
FURTHER RESOLVED, that the Board of Trustees conveys the Summary of Agreed Action Items to the 2024-2025 Board of Trustees for consideration.
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 2023-2024 board conveys the following priorities to the 2024-2025 board:
- Continue to focus on revenue diversification and support ISOC’s fundraising efforts through the Foundation.
- Prioritize succession planning and activities.
- Support ongoing efforts to improve the accessibility of ISOC materials and communities.
- Ensure that additional training is made available to trustees taking on specialized financial or other duties if needed.
- The Governance Committee shall consider mechanisms to increase transparency in committee activities.
- Support the Internet Society’s communication strategy in the development of its unique brand.
- Support the Internet Society’s efforts to maintain a culture of diversity and inclusion.
Approved unanimously.
3. Adoption of the Board Matrix and Questionnaire – Ted Hardie
Mr. Hardie presented for vote the resolution to approve and adopt the Internet Society Board Matrix and Questionnaire.
Resolution 2024-XX: Approve and Adopt the Internet Society Board of Trustees Matrix and Resolution
WHEREAS, the Governance Committee, per its Charter, is responsible for developing a board matrix and maintaining it on an annual basis;
WHEREAS, the Governance Committee has conducted in depth research into sector practices regarding board composition matrices and data collection and solicited feedback from the Internet Society Board of Trustees in the creation of a board matrix;
RESOLVED, that the Internet Society Board of Trustees adopts the Board Matrix and associated Board Matrix Questionnaire as presented.
Approved unanimously.
4. Audit Committee Resolution to Accept the 2023 Independent Auditor’s Report – Luis Martinez
Mr. Martinez presented for vote the auditor’s report.
Resolution 2024-XX: Accept the 2023 Independent Auditor’s Report
WHEREAS, the Internet Society Board of Trustees has reviewed the report of the independent auditor;
RESOLVED, that the 2023 Independent Auditor’s Report is accepted as presented.
Approved unanimously.
5. Adjournment – Ted Hardie
With no further business, Mr. Hardie adjourned the meeting at 16:47 UTC.
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