Board Meeting No. 141

30 June–1 July 2018

Venue
Bellagio Room
Hilton Panama
Panama City, Panama

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 the Panama meeting.

Note: 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, 30 June 2018

Session Open to Observers

14:00 UTC       
1. Opening of ISOC Annual General Meeting–K. Brown

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 into and out of closed executive session briefly during the Board Chair and Officer Elections.

14:00–14:30       
2. Annual Election of Board Chair–K. Brown (30 mins.)

PURPOSE: Elect the Chair of the Board of the ISOC Board of Trustees

14:30–14:35       
3. Welcome, Apologies and Declaration of Conflicts–Board Chair (5 mins.) 

14:35–14:55       
4. Annual Election of Other Officers–Board Chair (20 mins.)

PURPOSE: Elect the other officers of the ISOC Board of Trustees:

• Election of the President
• Election of the Secretary
• Election of the Treasurer 

14:55–15:00     
5. Appointment of Internet Society CEO–Board Chair (5 mins)

PURPOSE: To appoint the next CEO of the Internet Society.

PROPOSED RESOLUTION:
Resolution 2018-XX: Appointing the next Internet Society CEO
RESOLVED that Andrew Sullivan is appointed CEO of the Internet Society, the appointment taking effect on 1 September 2018, and
FURTHER RESOLVED, that the Chairman is hereby authorized and directed to enter into an employment agreement with Andrew Sullivan on the terms and conditions presented to the Board.

15:00–15:05       
6. Recognition for contributors to the Internet Society CEO search–Board Chair (5 mins)

PURPOSE: To recognize and thank all those who contributed to the search.

PROPOSED RESOLUTION:
Resolution 2018-XX: Recognize contributors to the Internet Society CEO search
WHEREAS, the Board wishes to recognize all of those who have assisted in bringing the CEO search to a conclusion
RESOLVED, that the Board recognizes the hard work and dedication of Kevin Craemer for his excellent support of the CEO search committee,
RESOLVED, that the Board thanks Sophia Copeman, Natasha Zoltie, and Perrett Laver for their support of the search process, and
FURTHER RESOLVED, that the Board thanks all of the candidates for the position for their interest in serving ISOC and furthering our mission.

15:05–15:10       
7. Recognition of Kathy Brown–Board Chair (5 mins)

PURPOSE: To thank Kathy Brown for her service as CEO of the Internet Society.

PROPOSED RESOLUTION:
Resolution 2018-XX: Thanking Kathryn Brown for her service to the Internet Society
WHEREAS Kathryn Brown joined the Internet Society in 2013 as its President and CEO, and
WHEREAS Kathy’s leadership and efforts have improved the organization and effectiveness of the Society, and
WHEREAS Kathy’s leadership and efforts have reinforced the Society as the preeminent voice and champion for an open and evolving Internet
RESOLVED that the Board offers its heartfelt thanks for Kathryn Brown’s tireless work in support of the Internet Society.

15:10–15:15       
8. Approve the minutes of the previous meeting of the Board of Trustees–Board Chair (5 mins.)

PROPOSED RESOLUTION:
Resolution 2018-XX: Approval of the Minutes of Board Meeting 140
RESOLVED, that the minutes of Meeting 140 of Internet Society Board of Trustees held by video conference June 15, 2018 are approved.

15:15–15:20       
9. Action items from the 2017-2018 Board–Board Chair (5 mins.)

PURPOSE: Accept summary of agreed Board action items from the 2017-2018 Board of Trustees.

PROPOSED RESOLUTION:
Resolution 2018-XX: Accept the Summary of Agreed Board Action Items from the 2017-2018 Board of Trustees.
RESOLVED, the ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2017-2018 Board of Trustees.

15:20–15:30       
10. Recognition of Outgoing Trustee–Board Chair (10mins.)

PURPOSE: Express appreciation to outgoing Trustee Alice Munyua for her service to the Board.

PROPOSED RESOLUTION:
Resolution 2018-XX: Recognition of outgoing Trustee Alice Munyua
RESOLVED, that the board thanks Alice Munyua for her dedication and outstanding service to the Internet Society as a member of the ISOC Board of Trustees from 2015 to 2018.

15:30–15:45      
Break (15 mins.)

15:45–17:15       
11. Presentation on ISOC’s work in Latin America and the Caribbean–LAC Bureau Staff (90 mins)

PURPOSE: To gain knowledge about ISOC priorities and programs in Latin America and the Caribbean.

No resolution required.

17:15–18:00       
Lunch Break (45 mins.) 

18:00–19:30       
12. President & CEO Reports–K. Brown & Senior Staff (90 mins)

PURPOSE: To receive updates from the CEO and Senior Staff

• Midyear update on campaigns and projects (70 mins)
• ISOC Foundation Update (10 mins)
• InterCommunity (10 mins) 

19:30–20:00       
13. ISOC OMAC Co-Chair’s Report–S. Mansfield (30 mins)

PURPOSE: Report to the Board from the Organization Member’s Advisory Council.

20:00–20:30       
14. IETF Chair’s Report–A. Cooper (30 mins)

PURPOSE: To receive an update on the IETF and IASA 2.0

No resolution required.

20:30–20:40       
Break (10 mins.)

Move to Closed Executive Session

20:40–21:10       
15. ISOC Support for IASA 2.0–Board Chair (30 mins.)

PURPOSE: To discuss financial requirements related to IASA 2.0.

No resolution required.

21:15–22:15     
16. PIR Report–R. Gaetano & J. Daley (60 mins)

PURPOSE: To receive a report on PIR business matters.

No resolution required.

22:15       
End of Annual General Meeting, Day One

Sunday, 1 July 2018

Session Open to Observers

14:00–14:30       
17. IAOC Chair’s Report–A. Sullivan

PURPOSE: To receive an update from the IETF Administrative Oversight Committee.

No resolution required.

14:30–15:00        
18. Chapters Advisory Council Steering Committee Report–S. Muthusamy and O. Crépin-Leblond

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

No resolution required.

15:00–15:05       
19. Welcome new Chapter–Board Chair (5 mins)

PURPOSE: To welcome a newly approved ISOC Chapter

PROPOSED RESOLUTION:
Resolution 2018-XX: Welcome new Chapter.
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Madagascar Chapter, which was chartered and approved since the last Board meeting.

15:05–15:10       
20. Adoption of Bylaws Amendment–J. Levine (5 mins)

PURPOSE: To update and amend the Internet Society By-laws provision concerning electronic votes.

PROPOSED RESOLUTION:
Resolution 2018-XX: Amend bylaws to update the electronic vote process
RESOLVED, that Article II, Section 9 of the Society’s bylaws is replaced with the following language:

“Section 9. Electronic Vote.

Any action required to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken by electronic vote without a meeting. Any voting member of the Board can act as Vote Administrator (“VA”) for such an electronic vote. The VA is responsible for posting a call for a vote to the Board email list in the form of a motion to be considered, along with a time limit, not less than 7 days, during which votes will be accepted. The vote shall end at the earlier of the time limit, or 24 hours after all trustees have cast a vote.  Any trustee may change his or her vote until the vote ends.  All electronic votes must be sent to the Board mailing list in order to be counted.

The VA is responsible for tracking the vote and announcing the result to the Board mailing list and to the Secretary after the vote ends. An electronic vote passes if every voting trustee votes in favor of the action, or if all voting trustees that abstain from or vote against the action acknowledge that they agree that the vote is binding on the Society.  Actions approved by electronic vote shall be noted in the minutes of the next meeting of the Board.”

15:10-15:15       
21. Adoption of updated policies and procedures of the Board–J. Levine (5 mins)

PURPOSE: To update the board Procedure for Conducting Electronic Votes to make it consistent with the by-laws and current practices.

PROPOSED RESOLUTION:
Resolution 2018-XX: Adopt updated procedure of the Board.
RESOLVED, that the updated Procedure for Conducting Electronic Votes is adopted as presented.

15:15–15:30       
22. Board meeting locations and dates for 2019–Board Chair (15 mins)

PURPOSE: Set dates and locations for all board meetings in 2019.

No resolution required.

15:30–15:45       
Break (15 mins.)

15:45–15:50       
23. Appointment of a member of the IETF Administrative Oversight Committee (IAOC)–Board Chair (5 mins.)

PURPOSE: Appoint a member of the ISOC board as a member of the IAOC for a term of two years.

PROPOSED RESOLUTION:
Resolution 2018-XX: Appoint a member of the IAOC.
RESOLVED, that the ISOC Board appoints xxx as a member of the IETF Administrative Oversight Committee for a term, commencing on 1 July, 2018 and concluding in March, 2020.

15:50–15:55       
24. 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 2018-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 2018-2019 term.

15:55–16:30       
25. Annual Appointment of Committee Chairs and Members–Board Chair (35 mins)

PURPOSE: Appoint chairs and members of committees of the Board

Note: Some committee member appointments may be undertaken later in the Meeting or at a future meeting (at the discretion of the Chair).

PROPOSED RESOLUTIONS:

Appoint the chair and members of the Audit Committee

Resolution 2018-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 2018-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 2018-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 2018-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 2018-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 2018-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 2018-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.

16:30–17:00       
26. Report by ISOC Panama Chapter–(Chapter Chair or President) (30 mins)

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

No resolution required.

17:00–18:00       
Lunch Break (60 mins)

18:00-18:05       
27. Receive the Internet Society Partnerships document–Board Chair (5 mins)

PURPOSE: To record the Board’s receipt and acceptance of the document from staff which defines the scope of ISOC’s efforts in the area of partnerships.

No resolution required.

18:05-18:20       
28. Looking back: 2017/2018 Board focus areas–Board Chair (15 mins)

PURPOSE: To review the work the board has done during the past year.

No resolution required.

18:20-18:40       
29. Looking ahead: 2018/2019 Board focus areas–Board Chair (20 mins)

PURPOSE: To discuss the work the board plans to do in the year ahead.

No resolution required.

18:40–18:50       
30. Discussion of Open Board Forum–D. Miloshevic (20 mins)

PURPOSE: To discuss the results of the recent Open Board Forum.

18:50–19:05       
31. Recognition of Trustees at Internet Society events–G. McKnight (15 mins)

PURPOSE: To discuss recognition of Trustees at Internet Society events.

19:05 –19:35       
32. Travel Policy for Trustees–Board Chair (30 mins)

PURPOSE: To discuss the Internet Society Travel Policy for Trustees.

19:35–20:30       
33. Any other business (55 mins)

20:30       
34. Adjournment of Annual General Meeting

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