Minutes of Board Meeting No. 164

Author: I. Levine
Date: 2022-05-11
Committee: BOT
Document: 2022-05-11
Status: Confirmed
Maintainer: I. Levine
Access: Unlimited

INTERNET SOCIETY

11 May 2022
Videoconference

Guide to Board of Trustees 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.

There were no open forum sessions scheduled for this meeting.

Board Members Present 

• Richard Barnes
• Paul Ebersman
• Brian Haberman (arrived 14:30)
• Ted Hardie
• Luis Martinez
• Robert Pepper (left 15:20)
• Jon Peterson
• George Sadowsky
• Muhammad Shabbir
• Andrew Sullivan, President and CEO, non-voting
• Laura Thomson

Excused

• Maimouna Diop

Staff

• Sarah Armstrong
• Andre Copelin
• Kevin Craemer
• Sae Park

Guests

• Shira Helstrom
• Victor Kuarsingh
• Barry Leiba
• Sagarika Wickramasekera
• Lior Yotam

The meeting started in Open to Observers Session on Wednesday, 11 May at 14:03 UTC.

1. Welcome, Apologies and Declaration of Conflicts–T. Hardie

None noted.

2. Appointment of CFO Sae Park as representative of ISOC office in Geneva–A. Sullivan

PURPOSE: To appoint CFO Sae Park as representative of ISOC office in Geneva.

Andrew provided a brief description of the need, no questions.

PROPOSED RESOLUTION:
Resolution 2022-14: Appoint CFO Sae Park as representative of ISOC office in Geneva
WHEREAS the Internet Society (ISOC) is required to appoint a representative of the ISOC branch office in Geneva,
RESOLVED, that the ISOC Board of Trustees hereby appoints Chief Financial Officer Sae Park as representative of the ISOC branch office in Geneva.

Moved by Luis, seconded by Jon, approved unanimously by the Board.

3. Acceptance of Governance Reform Working Group Report–G. Sadowsky

PURPOSE: To receive a report from the Governance Reform Working Group.

George briefly introduced the report and the process to come.  Luis and Mohammed encouraged that the board to complete the discussion sessions and follow through on their outcomes.

PROPOSED RESOLUTION:
Resolution 2022-15: Accept the report from the Governance Reform Working Group
RESOLVED, that the report of the Governance Reform Working Group is accepted.

Moved by George, seconded by Laura, approved unanimously by the Board.

The meeting moved to Closed Executive Session at 14:14 UTC.

The following topics were addressed in the Closed Executive Session:

4. Digital Transformation Project: Upgrading ISOC’s AMS

5. Update on Onboarding of New Trustees

6. Internet Society and Foundation Functions

At 15:35 UTC the meeting moved to an Open to Observer Session.

7. Any other business–T. Hardie

Ted proposed a resolution that was discussed in executive session.

PROPOSED RESOLUTION:
Resolution 2022-16: Approve the Transfer of Certain Functions to the Internet Society Foundation
WHEREAS the Board of Trustees (the “Board”) of the Internet Society, Inc. (“ISOC”) previously formed the Internet Society Foundation (“Foundation”) as a supporting organization to ISOC; and
WHEREAS the Foundation has substantial expertise in grant management, fundraising, and philanthropic giving, as well as other administrative and support activities; and
WHEREAS ISOC management has recommended that the Foundation take over certain activities and programs of ISOC that are within the Foundation’s areas of expertise; and
WHEREAS the Board has determined that it is in ISOC’s best interests to transfer the responsibility for such activities and programs as may be determined by the President and CEO to the Foundation, which will allow for ISOC to dedicate more time and resources to its core mission to empower people to keep the Internet a force for good: open, globally connected, secure, and trustworthy,
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes and directs the President and CEO to evaluate which ISOC programs and activities the responsibility for which should be transferred to the Foundation; and
RESOLVED FURTHER, that the President and CEO of ISOC be, and hereby is, authorized to transfer such programs and activities as determined by the President and CEO to the Foundation; and
RESOLVED FURTHER, that the officers of ISOC be, and each of them hereby is, authorized and empowered to execute and deliver such agreements, instruments, documents, and certificates and to pay such expenses as any such officer may deem necessary or advisable to effectuate the purposes and intent of the foregoing resolutions.

Moved by Jon seconded by Brian, approved by the Board by roll-call vote:

Yes: Luis, Laura, Jon, Brian, Richard, Paul, Ted
No: George
Abstain: Muhammad

8. Adjournment of Board of Trustees Meeting 164

Meeting adjourned at 15:40 UTC.

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