2 November 2024
The Spencer Hotel
Excise Walk, International Financial Services Centre
Pegasus Meeting Room
Dublin, D01 X4C9, Ireland
- 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
- 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 and Board Operations, ISOC
Guests Present for Certain Portions of the Meeting:
- Cheryl Langdon-Orr, Chair, Chapters Advisory Council (ChAC) Steering Committee (SC)
- Glenn Deen, Chair, Internet Engineering Task Force (IETF) Trust
- Jon Nevett, President and CEO, Public Interest Registry (PIR)
- Liz Szabo, Senior Vice President of Finance, PIR
- Tommy Pauly, Chair, Internet Architecture Board (IAB)
- Roman Danyliw, Chair, IETF
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 on Saturday, 2 November 2024 at 9:10 UTC and welcomed participants.
No conflicts were declared.
2. Welcome to New and Rejuvenated Chapters and SIGs – Ted Hardie
Mr. Hardie welcomed and congratulated new and rejuvenated chapters.
Resolution 2024-XX: Welcome and Congratulations to New and Rejuvenated Chapters
RESOLVED, that the Internet Society Board of Trustees extends a warm welcome and congratulations to new chapters – Internet Society Los Angeles and Southern California Chapter (LASC Chapter) and Malawi Chapter;
FURTHER RESOLVED, that the Internet Society Board of Trustees celebrates the rejuvenation of the Indonesia Jakarta Chapter and Botswana Chapter.
The resolution was approved by acclamation.
3. Community Chair Reports – Ted Hardie
Organization Members Advisory Council (OMAC) – Harald Summa and Melchior Aelmans
Co-Chairs Harald Summa and Melchior Aelmans were unable to attend the meeting and provided a written report in advance. Mr. Hardie highlighted activities presented in the OMAC report and called the board’s attention to key learnings, including a request for staff support on legislation and the importance of more widely promoting the Pulse IXP Tracker.
Discussion ensued.
ChAC – Cheryl Langdon-Orr
Ms. Langdon-Orr presented the 2024 year-end update on the activities of the ChAC on behalf of its SC.
She called the board’s attention to the section of the report on their meeting with Mr. Locke and appreciated his effort, frankness and willingness to have future interactions with the ChAC. She also called the board’s attention to the section of the report that described the SC’s efforts to review the ChAC Charter Rules and Procedures.
Ms. Langdon-Orr provided statistics on chapter engagement with ChAC. She pointed out that increasing the number of chapters that have appointed a ChAC Representative and the engagement of those ChAC representatives in the meetings and activities of the ChAC still need to be addressed; the ChAC proposed additional outreach activities, including personal outreach.
Discussion ensued with trustees recommending additional KPIs for chapter assessments, including participation in the ChAC-SC and the nominations process.
IETF Trust – Glenn Deen
Mr. Deen presented the IETF Trust report and shared an update on the organization’s name change, practical implications, and final phase restructuring steps.
Discussion ensued with a request to clarify how the IETF Trust is currently funded. Mr. Deen provided details on the funding and noted that the organization can accept donations and is doing its own direct fundraising.
4. Committee Reports – Ted Hardie
Governance Committee Report – Charles Mok
Mr. Mok provided an update on the Governance Committee’s activities, including an overview of two policies for the board’s attention.
Mr. Mok presented the revised Code of Ethics, which the Governance Committee recommended the board approve.
Resolution 2024-XX: Approve the Amended Board of Trustees and Officer Code of Ethics
RESOLVED, that the Internet Society Board of Trustees approves the amended Board of Trustees and Officer Code of Ethics as presented.
The resolution was approved unanimously.
Mr. Mok presented the Policy for Policies, which the Governance Committee recommended the board approve.
Discussion ensued.
Resolution 2024-XX: Approve the Policy on Policies
RESOLVED, that the Internet Society Board of Trustees approves the Policy on Policies as presented.
The resolution was approved unanimously.
Trustees raised the topic of public transparency, which the Governance Committee will address at their upcoming meeting, as well as other ideas about how to present public information in a way that makes content easier to locate, including the creation of a standard FAQs page. Trustees agreed that ISOC is committed to transparency as it builds trust and helps volunteers engage with the mission of ISOC. The meeting recessed at 10:30 UTC for a break and resumed at 10:45 UTC
5. President and CEO’s Report – Sally Wentworth
Ms. Wentworth provided the President and CEO’s report, which included the 2024 Strategy Impact results, 2024 Progress, and an update on accessibility.
Ms. Wentworth reviewed the 2024 strategy impact results, including KPIs for the Build the Internet and Defend the Internet programs. She also provided an update on the 2024 Global Encryption Day, the Empowerment Program, training courses, and shared two impact videos.
Discussion ensued with trustees praising the impact videos and discussing work performed by chapters, including support to chapters in challenging jurisdictions.
On the 2024 progress, Ms. Wentworth provided an update on the Grow, Strong and Empower goals noting that IXPs and community network grants are in high demand and that the program had exceeded its targeted number of grants. She also noted that Strong has met or exceeded most of its 2024 advocacy targets.
Discussion ensued. Trustees inquired about the ISOC event at the ICANN meeting in Istanbul and proposed to hold one in Seattle.
Ms. Wentworth also provided trustees with the update on accessibility. She noted that ISOC worked together with the Accessibility Standing Group (ASG) and has developed a plan for the next five years to build a culture of accessibility within ISOC and ISOC Foundation which is detailed in the Website Accessibility Plan and Accessibility Operational Framework.
Discussion ensued. Trustees inquired about the ASG’s participation in the development of the plan and the framework, the applicability of the policy in the procurement of the tools, and anticipated budget, and requested periodic updates on the status.
The meeting recessed at 11:57 UTC and resumed in the Open to Observers session at 13:10 UTC.
6. Presentation of the Action Plan – Sally Wentworth and Katie Bengaard
Ms. Wentworth presented the 2025 Action Plan, which outlines priorities for the year, including KPIs for Community-Centered Connectivity, Affordable and Reliable Access, Online Trust and Safety, Open and Trustworthy Internet, Pulse, and Community and Partner Mobilization. Ms. Wentworth’s presentation also contained an overview of required transformations for 2025-2030, which are focused on improving ISOC’s operations.
Discussion ensued with trustees focusing on the success measures and specifics about Online Trust and Safety. Trustees also discussed increasing chapter administrative funding and expressed their appreciation for the efforts by ISOC to activate different parts of the community within the five-year context.
The meeting recessed at 14:07 UTC and resumed in Closed Executive Session at 14:15 UTC where the following topics were addressed.
Closed Executive Session
7. CFO’s Report – Sae Park
Ms. Park presented the third quarter financial results.
8. Presentation of the Budget – Laura Thomson and Sae Park
Ms. Thomson and Ms. Park presented the 2025 budget.
9. Finance Committee Budget – Laura Thomson
Ms. Thomson presented the Finance Committee’s report.
The meeting recessed at 13:05 UTC and resumed at 13:15 UTC.
10. Review of the PIR Budget – Jon Nevett, Liz Szabo, and Sae Park
Mr. Nevett presented PIR’s budget.
11. Committee Reports – Ted Hardie
Succession Planning Committee Charter Update – Brian Haberman and Funke Baruwa
Mr. Haberman provided an overview of the CEO Succession Planning Committee’s work.
12. Compliance Program Update – Ilona Levine
Ms. Levine provided an update on ISOC’s compliance program.
13. Community Updates – Ted Hardie
IAB – Tommy Pauly
Mr. Pauly provided an update on the activities of the IAB.
IETF – Roman Danyliw
Mr. Danyliw provided an update on the activities of the IETF.
Open to Observers Session
The meeting returned to Open to Observers Session at 17:14 UTC.
14. Approval of the Action Plan, Budget, and Board Designated Funds – Ted Hardie
Resolution 2024-XX: Approve the 2025 Action Plan and Budget
RESOLVED, that the Internet Society Board of Trustees approves the 2025 Action Plan and Budget as presented.
The resolution was approved unanimously.
Resolution 2024-XX: Approve Board-Designated Funds for the Internet Society
RESOLVED, that the Board of Trustees approves designating a total of $1,000,000 to be funded by the Connected Giving Foundation as a restricted grant for the board initiatives as outlined below:
- an additional $175,000 to fund the Data Transformation,
- an additional $55,000 to fund the Opportunity Fund,
- $245,000 to fund the Enterprise Architecture Assessment,
- $260,000 to fund the Human Capital Management System,
- $125,000 to fund Accessibility, and
- $140,000 to fund Vendor Management.
The resolution was approved unanimously.
15. Approval of the PIR Budget – Sally Wentworth
Resolution 2024-XX: Approve the 2025 Public Interest Registry Budget
RESOLVED, that the Internet Society Board of Trustees hereby approves the 2025 budget of the Public Interest Registry as presented.
The resolution was approved unanimously.
16. Any Other Business – Ted Hardie
No other business was raised.
17. Adjournment – Ted Hardie
With no other business, Mr. Hardie adjourned the meeting at 17:17 UTC.