Internet Society Foundation
Minutes of Board of Trustees Meeting #F13
13 November 2021
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
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
Excused:
Maimouna Diop
Staff:
Sarah Armstrong
Kevin Craemer
Connie Kendig
Ilona Levine
Sae Park
The meeting started in Open to Observers Session at 14:06 UTC
1. Welcome, Apologies and Declaration of Conflicts – T. Hardie
None declared.
2. Executive Director’s Look Back at 2021 – S. Armstrong
PURPOSE: To receive a report on the progress of the Foundation in 2021.
Sarah Armstrong presented a report about the Foundation’s 2021 objectives, achievements, funding areas, and program highlights, including Emergency Response (focus on connectivity, digital divide), Resiliency (organizations and chapter collaboration), SCILLS (digital literacy skills), Research, Beyond the Net, and BOLT.
The Board thanked Sarah and the Foundation for all the hard work, including with respect to the focus on connectivity. Muhammad asked whether the RARE program included collaboration with ISOC chapters and Luis inquired about the future of the SCILLS program.
3. Q3 Financial Update – S. Park
PURPOSE: To receive a Q3 report on the Foundation’s finances.
Sae Park presented the financial results of the Foundation. She focused on the key highlights, including higher-than-budgeted revenue, lower total expense due to lower personnel expenses spent, downturn of the financial portfolio and subsequent recovery in October, Board-Designated fund balances, balance sheet with net assets and liabilities, and cash forecast.
The Board thanked Sae for the presentation. The Board previously asked Finance to start tracking inflation and thanked Sae for the commitment to do that.
Paul Ebersman joined the meeting at 14:38 UTC
4. Presentation of 2022 Action Plan – S. Armstrong
PURPOSE: To receive an overview of the proposed 2022 Action Plan.
Sarah Armstrong presented the Foundation’s 2022 plan, focus on the Test, Learn and Adapt methodology, 2022 objectives and direction, the Foundation’s footprint, 5 program areas, increasing awareness of the Foundation through communities, 5-year forecast and increase of grantmaking, the growth objectives of the operations and staff, and success measures for 2022.
Ted asked about support that the Foundation provides to grantees that do not speak English in applying for grants. Sarah explained that it is the focus of the Foundation to explore different options.
The meeting moved to Closed Executive Session at 15:25 UTC.
Topics addressed in the Closed Executive Session were:
5. Presentation of 2022 Budget – S. Park
PURPOSE: To receive an overview of the proposed 2022 budget.
6. Finance Committee report on proposed 2022 budget – L. Thomson
PURPOSE: To receive a report of the Foundation’s Finance Committee.
The meeting resumed in Open to Observers Session at 15:44 UTC
7. Approval of 2022 Foundation Action Plan and Budget and other budget resolutions – T. Hardie
PURPOSE: To approve the 2022 Foundation Action Plan and Budget and other budget resolutions.
PROPOSED RESOLUTION:
Resolution F2021-17: Approve the 2022 Foundation Action Plan and Budget
RESOLVED, that the Internet Society Foundation board approves the 2022 Foundation Action Plan and Budget, as presented.
Moved by Robert, seconded by George, approved unanimously.
PROPOSED RESOLUTION:
Resolution F2021-18: Approve funding for Resiliency and Responding to Emergencies (RARE)
RESOLVED, that the ISOC Foundation Board approves the expenditure of $3,408,000 to fund the Resiliency and Responding to Emergencies (RARE) program using remaining amounts from Reserves.
Moved by Luis, seconded by Pepper, approved unanimously.
PROPOSED RESOLUTION:
Resolution F2021-19: Approve funding for Strengthening Communities/Improving Lives and Livelihoods (SCILLS)
RESOLVED, that the ISOC Foundation Board approves the expenditure of $3,105,000 to fund the Strengthening Communities/Improving Lives and Livelihoods (SCILLS) program using remaining amounts from Reserves.
Approved unanimously.
PROPOSED RESOLUTION:
Resolution F2021-20: Approve funding for Research
RESOLVED, that the ISOC Foundation Board approves the expenditure of $3,622,500 to fund Research program using remaining amounts from Reserves.
Approved unanimously.
PROPOSED RESOLUTION:
Resolution F2021-21: Approve funding for Beyond the Net
RESOLVED, that the ISOC Foundation Board approves the expenditure of $293,000 to fund the Beyond the Net program using remaining amounts from Reserves.
Moved by George, seconded by Richard, approved unanimously.
PROPOSED RESOLUTION:
Resolution F2021-22: Approve funding for Building Opportunities/Leveraging Technology (BOLT)
RESOLVED, that the ISOC Foundation Board approves the expenditure of $1,242,000 to fund the Building Opportunities/Leveraging Technology (BOLT) program using remaining amounts from Reserves.
Moved by Brian, seconded by Paul, approved unanimously.
PROPOSED RESOLUTION:
Resolution F2021-23: Approve funding for Opportunities
RESOLVED, that the ISOC Foundation Board approves the expenditure of $255,000 from remaining Reserves to fund Opportunities, including sponsorships for Global/Regional IGF and Schools of Internet Governance.
Moved by Laura, seconded by Luis, approved unanimously.
8. Foundation’s direction for 2030 – T. Hardie
PURPOSE: To approve the Executive Director’s ten-year financial portfolio recommendations
PROPOSED RESOLUTION:
Resolution F2021–24 Approve Ten-Year Financial Portfolio Recommendations
WHEREAS, the Board of Trustees (the “Board”) of the Internet Society Foundation (the “Foundation”) has reviewed the financial scenario planning and ten-year financial portfolio recommendations as presented by the Executive Director of the Foundation,
NOW, THEREFORE, BE IT RESOLVED, that the financial scenario planning and ten-year financial portfolio recommendations are approved.
Moved by Pepper, seconded by Brian, approved unanimously.
9. Quasi-Endowment – T. Hardie
PURPOSE: To approve the creation of a US$50,000,000 Quasi-Endowment for the Foundation
PROPOSED RESOLUTION:
Resolution F2021–25 Approve the creation of a US$50,000,000 Quasi-Endowment
WHEREAS, the Board of the Foundation has reviewed different financial scenarios within which the Foundation could potentially operate in the next ten years as presented by the Executive Director; and
WHEREAS, the Executive Director has recommended that the Board designate $50,000,000 of the Foundation’s current funds as a quasi-endowment to support the Foundation’s long-term sustainability within the context of the different financial scenarios as presented; and
WHEREAS, the Board has determined that it is in the Foundation’s best interests to designate such funds as recommended to provide for a sustainable financial future for the Foundation,
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby designates $50,000,000 as a quasi-endowment (the “Reserve Quasi-Endowment”) with such $50,000,000 corpus restricted from use without a unanimous resolution of the entire Board to permit spending of the corpus, and
FURTHER RESOLVED, that the Reserve Quasi-Endowment shall be managed to provide for the long- and short-term financial needs of the Foundation to carry out its exempt purposes and to preserve the value of the Reserve Quasi-Endowment’s assets as set forth in these resolutions; and
FURTHER RESOLVED, that the Executive Director is directed to develop, with the assistance of the Foundation’s financial advisors and in consultation with the President and CEO, an investment and spending policy for approval by the Board of the Foundation for the Reserve Quasi-Endowment in furtherance of the purposes of the Reserve Quasi-Endowment and consistent with these resolutions; and
FURTHER RESOLVED, that the officers of the Foundation are hereby authorized and empowered to take any and all actions that they, or any of them, may deem necessary or proper to effectuate the purpose of the foregoingresolutions.
Moved by Mike, seconded by Jon, approved unanimously.
10. Adjournment of Foundation Board Annual General Meeting
Meeting was adjourned at 15:58 UTC.