Internet Society Foundation
Minutes of Board of Trustees Meeting #F12
Meeting Date: 1 August 2021
Location: 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 were no open forum sessions scheduled for this meeting.
Board members present
Richard Barnes
Maimouna Diop
Paul Ebersman
Mike Godwin
Brian Haberman
Ted Hardie
Luis Martinez
Robert Pepper
Jon Peterson
George Sadowsky
Muhammad Shabbir
Laura Thomson
Andrew Sullivan – President and CEO, non-voting
Staff
Sarah Armstrong
Kevin Craemer
Connie Kendig
Ilona Levine
Sandy Spector
The meeting started in Open to Observers Session at 16:31 UTC.
1. Welcome, Apologies and Declaration of Conflicts – A. Sullivan
Per the Internet Society Foundation bylaws, Andrew Sullivan opened the meeting.
2. Annual Election of Board Chair – A. Sullivan
PURPOSE: To elect the Chair of the Internet Society Foundation Board of Trustees.
– Election of the Chair of the Board
In a prior call of expression of interest, Ted Hardie expressed an interest to serve as Chair.
The Board used BoardEffect to cast electronic ballots.
Ted Hardie was elected with 12 votes and no abstentions.
Ted assumed office and presided over the remainder of the meeting.
3. Annual Election of Other Officers – T. Hardie
PURPOSE: To elect other officers of the Internet Society Foundation Board of Trustees.
– Confirmation of decision on Board Secretary role
The Board confirmed that no Board Secretary will be elected.
– Election of the Treasurer
In a prior expression of interest, Laura Thompson expressed an interest to serve as Treasurer.
The Board used BoardEffect to cast electronic ballots.
Laura Thompson was elected as the Treasurer with 12 votes and no abstentions.
4. Annual Appointment of Committee Chairs and Members – T. Hardie
Resolution F2021-11: Appoint chairs and members of committees of the Foundation Board
RESOLVED, that the ISOC Foundation Board makes the following appointments to committees of the board for the 2021-2022 term:
Audit Committee
Chair: Mike Godwin
Members: Richard Barnes, Maimouna Diop.
Compensation Committee
Chair: Incoming Board Chair (Ted Hardie)
Members: Richard Barnes, Brian Haberman, Muhammad Shabbir.
Executive Committee
Chair: Incoming Board Chair (Ted Hardie)
Members: Jon Peterson, Laura Thomson.
Non-voting, ex-officio member: Andrew Sullivan
Finance Committee
Chair: Laura Thomson
Members: Robert Pepper, Jon Peterson, George Sadowsky.
Non-voting, ex-officio member: Andrew Sullivan
Strategic Advisory Committee
Chair: Jon Peterson
Members: Richard Barnes, Paul Ebersman, Brian Haberman, Luis Martinez, Robert Pepper.
Non-voting, ex-officio member: Andrew Sullivan
Approved by the Board unanimously.
5. Approve the minutes of the previous Board meeting – T. Hardie
Resolution F2021-12: Approve the minutes of the 11th Foundation board meeting
RESOLVED, that the minutes of the 11th meeting of the ISOC Foundation Board of Trustees, held by videoconference on 8 July 2021, are approved.
Moved by Brian, seconded by Richard, approved unanimously.
6. Action items from the 2020-2021 Foundation Board – T. Hardie
PURPOSE: To accept a summary of agreed Board action items from the 2020-2021 Foundation Board of Trustees.
Summary of Agreed Board Action Items
At the close of the Internet Society Foundation 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 2020-2021 Board conveys the following priorities to the 2021-2022 Board:
• Continue to support the approved Foundation programs.
Resolution F2021-13: Accept the Summary of Agreed Board Action Items from the 2020-2021 Foundation Board.
RESOLVED, the ISOC Foundation Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2020-2021 Board.
Moved by George, seconded by Pepper, approved by acclamation by the Board.
7. Updates from the Executive Director – S. Armstrong
PURPOSE: To provide the Board with an opportunity to ask questions and provide comments on “Where the Foundation is Against its 2021 Objectives” provided to them as a video presentation prior to the meeting.
The Board discussed the report and asked questions about the sustainability of funded projects and emergency response grants, community-building work and partnerships.
The meeting resumed in Closed Executive Session at 17:00 UTC.
Topics addressed in the Closed Executive Session were:
8. Foundation Financial Update – S. Spector
9. Five Year Financial Forecast – S. Armstrong and S. Spector
The meeting resumed in Open to Observers Session at 17:28 UTC.
10. Any Other Business – T. Hardie
No other business was raised.
11. Adjournment of Foundation Board Annual General Meeting
Meeting adjourned at 17:30 UTC.
Summary of Resolutions
The following resolutions were passed by electronic vote prior to the meeting:
Resolution F2021-11: Appoint chairs and members of committees of the Foundation Board
RESOLVED, that the ISOC Foundation Board makes the following appointments to committees of the board for the 2021-2022 term:
Audit Committee
Chair: Mike Godwin
Members: Richard Barnes, Maimouna Diop.
Compensation Committee
Chair: Incoming Board Chair (Ted Hardie)
Members: Richard Barnes, Brian Haberman, Muhammad Shabbir.
Executive Committee
Chair: Incoming Board Chair (Ted Hardie)
Members: Jon Peterson, Laura Thomson.
Non-voting, ex-officio member: Andrew Sullivan
Finance Committee
Chair: Laura Thomson
Members: Robert Pepper, Jon Peterson, George Sadowsky.
Non-voting, ex-officio member: Andrew Sullivan
Strategic Advisory Committee
Chair: Jon Peterson
Members: Richard Barnes, Paul Ebersman, Brian Haberman, Luis Martinez, Robert Pepper.
Non-voting, ex-officio member: Andrew Sullivan
Resolution F2021-12: Approve the minutes of the 11th Foundation board meeting
RESOLVED, that the minutes of the 11th meeting of the ISOC Foundation Board of Trustees, held by videoconference on 8 July 2021, are approved.
Resolution F2021-13: Accept the Summary of Agreed Board Action Items from the 2020-2021 Foundation Board.
RESOLVED, the ISOC Foundation Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2020-2021 Board.
Summary of Agreed Board Action Items
At the close of the Internet Society Foundation 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 2020-2021 Board conveys the following priorities to the 2021-2022 Board:
• Continue to support the approved Foundation programs.