Minutes of Board Meeting No. 173

17-18 June 2023
Annual General Meeting
Washington, DC, USA and by videoconference

• 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
• Jon Peterson
• Laura Thomson      
• Andrew Sullivan, President and CEO, non-voting

By videoconference:

• Sagarika Wickramasekera

Staff:

• Rinalia Abdul Rahim, Managing Director, Internet Society Foundation
• Sarah Armstrong, Executive Director, Internet Society Foundation
• Ilona Levine, General Counsel and Corporate Secretary, Internet Society
• Sae Park, CFO, Internet Society
• Lauren Terrell, Board Liaison
• Sally Wentworth, Managing Director, Internet Society

Guests:

Present for certain portions of the meeting were:

• Organization Member Advisory Council (OMAC) Chair Harald Summa
• OMAC Secretary Helen Harris

Saturday, 17 June 2023

The meeting started in Open to Observers Session at 13:07 UTC.

1. Welcome, Apologies, and Declaration of Conflicts – A. Sullivan

Andrew welcomed the ongoing and incoming Board members. No conflicts were declared.

2. Annual Elections and Appointments

i. Annual Election of Board Chair – A. Sullivan

PURPOSE: to elect the Chair of the Internet Society Board of Trustees.

Per the Procedure for Conducting Election of Officers of the Board, Mr. Sullivan presided over the election of the Chair of the Board.

In a prior call for expressions of interest, Mr. Hardie expressed an interest to serve as Chair.   

Mr. Sullivan asked if anyone else wanted to run for the Chair of the Board. No other Trustees expressed interest.

Mr. Hardie addressed the Trustees.

The Board went into the Closed Executive Session at 13:09 UTC.

The meeting resumed at 13:19 UTC in Open to Observers Session.

Mr. Hardie was elected as Chair by the Board with 13 votes and no abstentions. Mr. Hardie assumed office of Chair and presided over the remainder of the meeting.

ii. Annual Election of Other Officers – T. Hardie

PURPOSE: to elect other officers of the Internet Society Board of Trustees

Election of the Treasurer

In a prior expression of interest, Ms. Thomson expressed an interest to serve as Treasurer. Mr. Hardie asked if anyone else would like to serve as Treasurer.  No other Trustees expressed an interest.

Ms. Thomson addressed the Board.

The Board went into Closed Executive Session at 13:28 UTC and resumed in Open to Observers Session at 13:36 UTC.

Ms. Thomson was elected the Treasurer with 13 votes and no abstentions.

Election of the Board Secretary

In a prior expression of interest, Mr. Kuarsingh expressed an interest to serve as Board Secretary. Mr. Hardie asked if anyone else would like to serve as Board Secretary. No other Trustees expressed an interest.

The Board went into Closed Executive Session at 13:35 UTC and resumed in Open to Observers Session at 13:43 UTC.

Mr. Kuarsingh was elected the Board Secretary with 13 votes and no abstention.

iii. Annual Appointment of Committee Chairs and Members – T. Hardie

PURPOSE: appoint committee chairs and members.

In a prior expression of interest, Trustees expressed interest to serve on various committees.

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.

Approved unanimously by the Board.

iv. Appoint a Liaison to the IETF Nominations Committee – T. Hardie

PURPOSE: appoint a liaison to the IETF Nominations Committee.

Resolution 2023-XX: Appoint a Liaison to the IETF Nominations Committee
RESOLVED, that the Internet Society Board appoints Sagarika Wickramasekera as Internet Society Board Liaison to the IETF Nominations Committee for the 2023-2024 term.

Approved unanimously by the Board.

3. Action Items from the 2022-2023 Board – T. Hardie

PURPOSE: to accept a summary of agreed Board action items from the 2022-2023 Board of Trustees.

Proposed Resolution 2023-XX: Accept a Summary of Agreed Board Actions from the 2022-2023 Board of Trustees

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. At the close of its term, the 2022-2023 board conveys the following list of priorities to the 2023-2024 board:

RESOLVED, the Internet Society Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2022-2023 Board of Trustees.

Approved unanimously by the Board.

4. Recognition of Outgoing Trustees – T. Hardie

PURPOSE: to express appreciation to outgoing Trustees for service to the Board.

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

Approved by the Board by acclamation.

5. Board Meeting Dates and Locations for 2023-2024 – T. Hardie

PURPOSE: approve dates and locations for 2023 board retreat and 2024 board meetings.

Discussion ensued. Action was deferred to a later date and time.

The Board meeting recessed from 14:35 UTC and resumed at 14:50 UTC.

6. President and CEO Report – A. Sullivan

PURPOSE: to receive updates from the CEO and Staff.

Mr. Sullivan provided an update, including the status of the Foundation and Internet Society realignment, fundraising, and staff departures.

No resolution required.

7. Internet Society 2023 Progress and Impact – S. Wentworth

Ms. Wentworth provided a report on the progress of 2023 projects, including:

1. The Grow portfolio such as Connecting the Unconnected, Sustainable Peering Infrastructure and Economics of Internet Shutdowns. Ms. Wentworth also gave highlights on the Truist grant.
2. The Strong portfolio, including highlights on the work related to the Child Sexual Abuse (CSA) Proposal, the eID Proposal (European digital identity), Routing Security and Defending against Fragmentation.
3. Empowering People – Chapter-led Trainings such as the Mali Chapter, the Zimbabwe Chapter; Community-led Advocacy such as helping the Government of Canada learn more about the impact C-18 could have on the Internet; and Community Week 2023, which was attended by 804 attendees from 119 countries.

Throughout the presentation, Trustees asked questions and made comments, including regarding the MANRS initiative and the Community Week.

The Board meeting recessed at 16:02 UTC in Closed Executive Session.

The following topic was addressed in the Closed Executive Session:

8. Bridgespan Memo and 501(c)(4) Timing – I. Levine and T. Hardie

PURPOSE: to discuss the need and timing for formation of 501(c)(4) as outlined in Bridgespan’s memos.

No resolution required.

9. Adjournment

The Board resumed in the Open to Observers Session at 16:35 UTC and adjourned for the day at 16:36 UTC.

Sunday, 18 June 2023

10. Internet Society Board Meeting, Welcome Back

The meeting resumed in the Open to Observers Session at 13:01 UTC.

11. Community Chair Reports – T. Hardie

i. IETF Trust – V. Kuarsingh

Mr. Kuarsingh provided an update on the status of the conversion from IETF Trust to LLC.

ii. Organization Member Advisory Council (OMAC) – Harald Summa

OMAC provided their written report to Internet Society. The report contained a number of key learnings:

• Organization members continue to see the Internet Society as an important provider of key insights on Internet policy and regulation issues.
• Organization members comment that the Internet Society is best placed to lead the technical community in the multistakeholder model and contribute to key policy issues related to WSIS.
• Organization members acknowledge that the issue of Internet Fragmentation is important and are interested in knowing more on what the Internet Society is doing around Fragmentation both from the policy and technical angles.

Trustees posed questions to Mr. Summa and Ms. Harris.

iii. Chapters Advisory Council (ChAC) Report

ChAC provided their report in writing, which Mr. Hardie summarized for discussion. Mr. Martinez called Trustees’ attention to a few points in the report such as providing information to chapters on IPV6 and translations. Discussion ensued with Mr. Martinez and Mr. Ogundele asking questions about some of the options for translations.

12. Recognizing Passed Pioneers of Internet Society Washington, DC Chapter – T. Hardie

Mr. Hardie recognized David Vyorst and John More, former Executive Director and Treasurer respectively, who together steered the rejuvenation of the Washington, DC Chapter and nurtured its continuous growth. Their passing leaves a challenge as the chapter looks to build upon the solid foundation Mr. Vyorst and Mr. More built. The Washington, DC Chapter also sent its deepest regrets for not being able to join the board meeting.

The Board meeting recessed at 13:56 UTC and resumed in Closed Executive Session at 14:15 UTC.

The following topics were addressed in the executive session:

13. Update on the Rollout of AMS – A. Sullivan

PURPOSE: to provide an update on the rollout of the Association Management System.

14. 2030 Strategy and Threats – S. Wentworth

PURPOSE: to provide an overview of the current operating environment in advance of Internet Society’s strategic planning.

15. Review of Organizational Functions within Internet Society Family of Organizations – A. Sullivan

PURPOSE: provide an update on the organizational functions within the Internet Society.

The meeting recessed for lunch at 15:58 UTC and resumed in the Closed to Observers Session at 16:53 UTC.

16. CFO Report – S. Park

PURPOSE: to receive a report from the CFO regarding the Internet Society’s 2023 first quarter financial results.

No resolution required.

The Board recessed for a break at 18:40 UTC and the meeting resumed at 18:55 UTC.

The meeting resumed in the Open to Observers Session at 19:07 UTC.

17. Any Other Business – T. Hardie

The Board considered the following resolutions:

i. Approve Operationalizing the Connected Giving Foundation

PURPOSE: to approve operationalizing Connected Giving Foundation.

Proposed Resolution 2023-XX: Approve Operationalizing the 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.

Approved unanimously.

ii. Approve Revised Finance Committee Charter

PURPOSE: to approve an updated and revised Finance Committee Charter.

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.

Approved unanimously.

iii. Approve the Minutes of the 172^nd Internet Society Board Meeting

PURPOSE: to approve previous Internet Society board meeting minutes.

Resolution 2023-XX: Approve the Minutes of the 172^nd 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.

Approved unanimously.

iv. Appoint the Representative to the Public Interest Registry Board of Directors

PURPOSE: to appoint Internet Society Representative to Public Interest Registry Board of Directors.

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.

Approved by acclamation.

18. Any Other Business – T. Hardie

Mr. Leiba presented an idea to discuss with OMAC the 2030 strategy.

19. Adjournment – T. Hardie

Mr. Hardie adjourned the meeting at 19:17 UTC.

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