Board Meeting No. 146

27-28 July 2019–Annual General Meeting

Venue
Centre Ville Room, Lobby Level
Fairmont Queen Elizabeth
Montreal, Canada

Guide to Board 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. No open forum session is planned for the 11 July meeting.

Please note that the Board may invite particular individuals to participate in any session (e.g., as presenters) as needed.

Agenda

Times on this agenda are listed in UTC for the benefit of remote participants and observers in different regions.

Saturday, 27 July 2019

Open to Observers Session*

13:00–13:05
1. Opening of ISOC Annual General Meeting–A. Sullivan (5 mins)

Per the Procedure for Conducting Election of Officers of the Board, the President will open the meeting and preside over the election of the Chair of the Board. Immediately following the election of Chair of the Board, the elected Chair will assume office and preside over the remainder of the meeting.

*Note: this session will move in and out of closed executive session briefly during the Board Chair and Officer Elections.

13:05–13:30
2. Annual Election of Board Chair–A. Sullivan (25 mins)

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

13:30–13:35
3. Welcome, Apologies and Declaration of Conflicts–Board Chair (5 mins)

13:35–13:55
4. Annual Election of Other Officers–Board Chair (20 mins)

PURPOSE: To elect other officers of the Internet Society Board of Trustees.

• Election of the Secretary
• Election of the Treasurer

13:55–14:00
5. Approve the minutes of the previous meeting of the Board of Trustees-Board Chair (5 mins)

PROPOSED RESOLUTION:
Resolution 2019-XX: Approval of the Minutes of Board Meeting 145
RESOLVED, that the minutes of Meeting 145 of Internet Society Board of Trustees held by video conference July 11, 2019 are approved.

14:00–14:05
6. Action items from the 2018-2019 Board–Board Chair (5 mins)

PURPOSE: Accept summary of agreed Board action items from the 2018-2019 Board of Trustees.

PROPOSED RESOLUTION:
Resolution 2019-XX: Accept the Summary of Agreed Board Action Items from the 2018-2019 Board of Trustees.
RESOLVED, the ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2018-2019 Board of Trustees.

14:05–14:10
7. Welcome to New Chapters and Special Interest Groups–Board Chair (5 mins)

PURPOSE: To welcome newly approved ISOC Chapters and Special Interest Groups.

PROPOSED RESOLUTION:
Resolution 2019-XX: Welcome new Chapters and Special Interest Groups
RESOLVED, that the ISOC Board of Trustees warmly welcomes the following new Internet Society Chapters and Special Interest Groups, which have been chartered and approved since the last board meeting:

• Capítulo Canario de la Internet Society (Internet Society Canary Islands Chapter)
• Internet Society Jamaica Chapter
• Internet Society Lesotho Chapter
• Internet Society US Hawaii Chapter
• Internet Society Accessibility Special Interest Group
• Internet Society Rural Development Special Interest Group

14:10–14:15
8. Recognition of Outgoing Trustees–Board Chair (5 mins)

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

PROPOSED RESOLUTION:
Resolution 2019-XX: Recognition of outgoing Trustees
RESOLVED, that the board thanks Désirée Miloshevic and Harish Pillay for their dedication and outstanding service to the Internet Society as members of the Board of Trustees.

13:15–13:30
Break (15 mins)

14:30–14:55
9. Organization Member Advisory Council Co-Chair’s Report–J. Galvin (25 mins)

PURPOSE: To receive a report from the Organization Member’s Advisory Council of the Internet Society.

No resolution required.

14:55–15:20
10. IETF LLC Chair’s Report–J. Livingood (25 mins)

PURPOSE: To receive a report from the Chair of the Internet Engineering Task Force LLC.

No resolution required.

15:20–15:45
11. Chapters Advisory Council Steering Committee Report–E. Diaz (25 mins)

PURPOSE: To receive a report from the Chapters Advisory Council Steering Committee of the Internet Society.

No resolution required.

15:45–16:05
12. Organization Membership Update–A. Sullivan (20 mins)

PURPOSE: To provide a report to the board on the Organization Membership program.

Move to Closed Executive Session

16:05–16:15
12. Organization Membership Update (continued)–A. Sullivan (10 mins)

PURPOSE: To provide a report to the board on the Organization Membership program revenue.

16:15–17:00
Board Lunch (45 mins.)

17:00–17:30
Individual (portrait) and group photos of Trustees.

Resume in Open to Observers Session

17:30–18:30
13. President & CEO Reports

PURPOSE: To receive updates from the CEO and Senior Staff

• Update on 2019 Action Plan and impact indicators–A. Sullivan & R. Abdul Rahim (30 mins)
• Strategy 2025 and Action Plan 2020 progress and timeline–R. Abdul Rahim (30 mins)

18:30–18:40
Break (10 mins.)

Move to Closed Executive Session

18:40–19:50
13. President & CEO Reports (continued)

• Strategy 2025 & Action Plan 2020 survey results–Abdul Rahim (10 mins)
• Organization structure plan discussion–Sullivan (30 mins)
• Update on global payroll rollout–Sullivan and S. Spector (30 mins)

19:50–20:00
Break (10 mins.)

20:00–21:00
14. Any Other Business–(60 mins)

21:00
End of Annual General Meeting, Day One

Sunday, 28 July 2019

Resume in Closed Executive Session

14:10–15:10
15. PIR Report–J. Nevett and J. Bedser (60 mins)

PURPOSE: To receive a report on PIR business matters.

No resolution required.

15:10–15:20
Break (10 mins)

Resume in Open to Observers Session

15:20–16:30
16. Report on the Internet Society’s work in North America–North America Bureau Staff (70 mins)

PURPOSE: To receive a report on Internet Society priorities and programs in the North America.

No resolution required.

16:30–17:15
Board Lunch with Bureau Staff and Quebec Chapter Leaders (45 mins)

Resume in Open to Observers Session

17:15–17:45
17. Report by ISOC Quebec Chapter-D. Tchéhouali & P-J. Darres (30 mins)

PURPOSE: To learn about the local Chapter and the community it serves.

No resolution required.

17:45–18:00
18. Board meeting locations and dates for 2020–Board Chair (15 mins)

PURPOSE: Approve dates and locations for board meetings in 2020.

PROPOSED RESOLUTION:
Resolution 2019-XX: Approve dates and locations for 2020 board meetings
RESOLVED, that the board approves dates and locations as follows for its meetings in 2020.

Q1 Meeting:                               __-__ _______ in __________

Annual General Meeting   __-__ _______ in __________

Retreat                                      __-__ _______ in __________

Q4 Meeting                                __-__ _______ in __________

18:00–18:05
19. Appointment of the ISOC Board Liaison to IETF Nominations Committee–Board Chair (5 mins)

PURPOSE: Appoint the ISOC Board Liaison to IETF Nominations Committee.

PROPOSED RESOLUTION:
Resolution 2019-XX: Appoint a liaison to the IETF nominations committee.
RESOLVED, that the ISOC Board appoints xxx as ISOC Board Liaison to the IETF nominations Committee for the 2019-2020 term.

18:05–18:25
20. Annual Appointment of Committee Chairs and Members–Board Chair (20 mins)

PURPOSE: Appoint chairs and members of committees of the Board

Note: Appointment of some committee members may be undertaken at a future meeting.

PROPOSED RESOLUTIONS:

Appoint the Executive Committee

Resolution 2019-XX: Appoint the Executive Committee
RESOLVED, that the Board creates an Executive Committee and appoints xxx, xxx and xxx as members of the Executive Committee, along with Andrew Sullivan (President & CEO), xx (Treasurer), xx (Secretary) and xx (Chair of the Board) who serves as chair of the committee.

Appoint the chair and members of the Audit Committee

Resolution 2019-XX: Appoint the chair of the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints xxx as chair and xxx, xxx, and xxx as members of the committee.

Appoint the Finance Committee

Resolution 2019-XX: Appoint the Finance Committee
RESOLVED, that the Board creates a Finance Committee and appoints xxx, xxx and xxx as members of the committee, along with the President, and xxx (Treasurer) who serves as chair of the committee.

Appoint the Compensation Committee

Resolution 2019-XX: Appoint the Compensation Committee
RESOLVED, that the Board creates a Compensation Committee and appoints xxx, xxx and xxx as members of the committee, along with xxx (Chair of the Board) who serves as chair of the committee.

Appoint the chair of the Nominations Committee

Resolution 2019-XX: Appoint the chair of the Nominations Committee
RESOLVED, that the Board creates a Nominations Committee and appoints xxx as chair of the committee. The President serves as a non-voting, ex-officio member of this committee.

Appoint the chair of the Elections Committee

Resolution 2019-XX: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates an Elections Committee and appoints xxx as chair of the committee. The President serves as a non-voting, ex-officio member of this committee.

Appoint the chair and members of the Governance Committee

Resolution 2019-XX: Appoint the chair and members of the Governance Committee
RESOLVED, that the Board creates a Governance Committee and appoints xxx as chair of the committee, and xxx, xxx and xxx as members. The President serves as a non-voting, ex-officio member of this committee.

Appoint the chair of the PIR Nominations Committee

Resolution 2019-XX: Appoint the chair of the PIR Nominations Committee
RESOLVED, that the Board creates a PIR Nominations Committee and appoints xxx as chair of the committee. The President serves as a non-voting, ex-officio member of this committee.

18:25–18:45
21. Any Other Business–Board Chair (20 mins)

18:45
22. Adjournment of Annual General Meeting

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