Minutes of Board Meeting No. 165

Author: I. Levine
Date: 2022-06-08
Committee: BOT
Document: 2022-06-08
Status: Confirmed
Maintainer: I. Levine
Access: Unlimited

INTERNET SOCIETY

8 June 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
• Brian Haberman
• Ted Hardie
• Luis Martinez
• Robert Pepper
• Jon Peterson
• George Sadowsky
• Muhammad Shabbir
• Andrew Sullivan, President and CEO, non-voting
• Laura Thomson

Excused

• Paul Ebersman

Staff

• Sarah Armstrong
• Kevin Craemer
• Ilona Levine
• Sae Park

Guests

• Barry Leiba
• Charles Mok
• Sagarika Wickramasekera

The meeting started in Open to Observers Session on 15:03 UTC

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

No conflicts were declared

2. Approve the minutes of the previous Board meeting–T. Hardie

PROPOSED RESOLUTION:
Resolution 2022-17: Approve the minutes of the 164th Board meeting
RESOLVED, that the minutes of the 164th meeting of the ISOC Board of Trustees, held by videoconference on 11 May 2022, are approved.

Laura moved, Brian seconded. Approved unanimously.

3. Independent Auditors Report–R. Barnes

PURPOSE: Accept the report of the independent auditor.

The committee met with the auditors. The report overall was positive. One major finding was inconsistencies between accounting treatments by ISOC and PIR but the finance teams are aware of that and will be working on solutions.

PROPOSED RESOLUTION:
Resolution 2022-18: Accept the 2021 Independent Auditors Report.
RESOLVED, that the 2021 Independent Auditors Report is accepted as presented.

Richard moved, Pepper seconded. Approved unanimously.

4. Audit Committee Report–R. Barnes

PURPOSE: Receive the final report of the ISOC Audit Committee.

Richard presented the report.  Three recommendations of note: (1) to consider adding more trustees to the committee (in case there are vacancies); (2) to encourage members to serve more than one term for continuity; and (3) to provide training to the committee on skills needed for the work required.

PROPOSED RESOLUTION:
Resolution 2022-19: Accept the Audit Committee Report.
RESOLVED, that the report of the 2021-2022 Audit Committee is accepted.

Richard moved, Luis seconded. Approved unanimously.

5. CEO Succession Planning Committee Report–B. Haberman

PURPOSE: Receive the final report of the ISOC CEO Succession Planning Committee.

Brian presented the report. He highlighted two points: (1) the committee is continuing to develop the list of skills needed for the role. The conclusion was to break down the skills into two categories and whether because of that, it should be two positions rather than one; (2) the actual succession list was put together for continuity purposes.

PROPOSED RESOLUTION:
Resolution 2022-20: Accept the CEO Succession Planning Committee Report.
RESOLVED, that the report of the 2021-2022 CEO Succession Planning Committee is accepted.

Laura moved, Muhammad seconded. Approved unanimously.

6. Elections Committee Report–L. Martinez

PURPOSE: Receive the final report of the ISOC Elections Committee

Luis presented the report. Recommendations were also provided in the report regarding the annual workplan and support for the board’s diversity goals.

PROPOSED RESOLUTION:
Resolution 2022-21: Accept the Elections Committee Report.
RESOLVED, that the report of the 2021-2022 Elections Committee is accepted.

Luis moved, Brian seconded. Approved unanimously.

7. Executive Committee Report–T. Hardie

PURPOSE: Receive the final report of the ISOC ExecutiveCommittee.

Ted presented the report.

PROPOSED RESOLUTION:
Resolution 2022-22: Accept the Executive Committee Report.
RESOLVED, that the report of the 2021-2022 Executive Committee is accepted.

Richard moved, Laura seconded. Approved unanimously.

8. Finance Committee Report–L. Thomson

PURPOSE: Receive the report of the ISOC Finance Committee.

Finance Committee will present its report at a later time.

9. Governance Committee Report–P. Ebersman

PURPOSE: Receive the report of the ISOC Governance Committee.

Governance Committee will present its report at a later time.

10. Nominations Committee Report–G. Sadowsky

PURPOSE: Receive the report of the ISOC Nominations Committee.

George presented the report. The process was a success, but the committee recommends starting work earlier in future to allow more time to recruit and discuss candidates.

PROPOSED RESOLUTION:
Resolution 2022-23: Accept the Nominations Committee Report.
RESOLVED, that the report of the 2021-2022 Nominations Committee is accepted.

Brian moved, Luis seconded. Approved unanimously.

11. Action items for the 2022-2023 Board of Trustees-T. Hardie

PURPOSE: Accept and convey actionable items to the 2022-2023 Board of Trustees.

PROPOSED RESOLUTION:
Resolution 2022-24: Accept and convey action items to the 2022-2023 Board of Trustees.
RESOLVED, the 2021-2022 Board of Trustees accepts as accurate the following Summary of Agreed Board Action Items and,
FURTHER RESOLVED, that the Board conveys this Summary to the 2022-2023 Board for consideration. Pepper moved, Richard seconded. Approved unanimously.

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 which, based on its knowledge and experience, are crucial for the continued success of the organization. Now at the close of its term, the 2021-2022 Board conveys the following priorities to the 2022-2023 Board:

• Continue to support the projects and activities approved as part of the Internet Society’s 2022 Action Plan,
• Consider implementation of policies and procedures to increase board diversity and improve structures of consultation along the lines of those suggested in the recent Open Forums on Governance Reform,
• Support the evolution of the relationship of the Internet Society and the Internet Society Foundation as a supporting organization.

12. Dates & Locations for 2023 board meetings & retreat–T. Hardie

PURPOSE: To consider options for the 2023 board meetings and retreat.

No resolution required.

The board and the incoming trustees held a preliminary discussion on the options for 2023 meeting dates and locations.

13. Any Other Business–T. Hardie

Ted discussed a recent resignation of Maimouna Diop before her term was up. The Board agreed to appoint a trustee to address the vacancy.

Resolution 2022-25: Appoint Muhammad Shabbir to the ISOC Board of Trustees
WHEREAS Maimouna Diop has recently resigned from the Board of Trustees of the Internet Society with one year remaining on her term; and
WHEREAS the Board has the power to appoint an interim trustee pursuant to Article II, Section 3 of the Amended and Restated By-Laws of the Internet Society, and
WHEREAS the Board desires to exercise this power to retain an appropriate breadth of experience, and
WHEREAS Muhammad Shabbir distinguished himself as a member of the 2021-2022 board,
BE IT RESOLVED, that the Board appoints Muhammad Shabbir to the ISOC Board of Trustees for a term of one year, effective at the start of the 2022 Annual General Meeting.

Ted moved. Muhammad abstained. All trustees voted in favor.  

14. Adjournment of Board Meeting #165

Meeting adjourned at 15:30 UTC.

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