Strategic Advisory Committee

Members

The current members of the Strategic Advisory Committee are
(select their name to view their biography on the Internet Society website):

• Chair, Brian Haberman
• Maureen Hilyard
• Charles Mok
• Caleb Ogundele
• Laura Thomson

*Note: Resolution F2022-11 sets the appointments for the class of 2022-2024 (all members listed except Caleb Ogundele). Caleb Ogundele will serve in the class of 2023-2025. Per the Strategic Advisory Committee Charter, terms of members are two years with no limit.

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Charter

As Adopted 15 January 2019
Updated 30 September 2019 to change name from “Program Advisory Committee” to “Strategic Advisory Committee”.

The Strategic Advisory Committee (the “Committee”) of the Internet Society Foundation (the “Foundation”) Board of Trustees (the “Board”) has the responsibilities, duties, and authority described in this Charter.

I. Purpose

The primary purpose of the Committee is to provide the ISOC Foundation Executive Director with advice on strategic issues on behalf of the Board. While the Board shall retain overall responsibility for establishing policies, approving the annual plan and budget, and overseeing the Executive Director, the Committee will act on behalf of the Board to provide advice to the Executive Director between meetings of the Board and to propose recommendations to the Board on strategic matters.

II. Composition

The Committee shall consist of five (5) ISOC Foundation Trustees, appointed by the Board, plus the Executive Director, who shall serve as a non-voting ex officio member. The Chair and Members of the Committee shall be appointed by the Board at its first meeting in 2019, and thereafter at each Annual General Meeting, which shall coincide with the Internet Society board’s Annual General Meetings. To ensure continuity, the terms of Committee members shall be staggered and two (2) years in length. (Initially, the Board should appoint two members for one-year terms and three members for two- year terms.) Because of the Committee’s advisory role, it is preferable that the Committee’s members not include the Chair of the Board.

All members of the Committee shall have (1) sufficient time to devote to the work of the Committee, in addition to their other ISOC and ISOC Foundation board work; (2) demonstrated expertise in one or more of the Foundation program areas or prior experience with foundation operations, and; (3) a term on the ISOC Foundation Board which enables them to commit to a two-year term on the Committee. The composition of the Committee should also reflect the diversity of the Internet Society community.

III. Special Conflict of Interest Rules

The business of the Committee shall be conducted in a manner consistent with the Foundation’s Conflict of Interest Policy for Trustees and Officers.

IV. Meetings

The Committee shall meet at least quarterly. During the start-up phase of the Foundation, the Committee shall meet as frequently as necessary as determined by the Chair. However, any member of the Committee can call for a meeting. The Chair, in consultation with the Executive Director, will provide the agenda, time, date and place for each meeting.

V. Responsibilities and Duties

The following shall be the principal recurring duties of the Committee, on behalf of the board, in carrying out its responsibilities. These duties are intended as a guide, with the understanding that the Board may modify or supplement them as appropriate:

• Provide advice on Foundation-wide and program area strategy to the Executive Director, as requested;
• Provide advice to the Executive Director on questions and metrics for the Foundation’s programs;
• Review progress on the Foundation’s programs once every quarter with the Executive Director and provide advice based on emerging insights;
• Provide other strategic advice, as requested by the Executive Director.

The Committee is entirely advisory, and any matter may be taken up by the whole Board without first being handled by the Committee.

VI. Authority and Resources

The Committee shall have the necessary authority and resources to discharge its responsibilities and duties. This shall include the authority to retain special counsel, experts, or consultants as the Committee deems appropriate. The Foundation shall provide for appropriate funds as determined by the Committee for the payment of fees and expenses of any such special counsel, experts, or consultants as well as all ordinary administrative costs incurred by the Committee and its individual members that are necessary and appropriate in performing their duties.

VII. Annual Review

The Committee shall review, on at least an annual basis, (a) this Charter and the scope of the responsibilities and duties of the Committee, and (b) its performance on its responsibilities and duties as set forth in this Charter. The Committee shall refer to the Board for appropriate action any proposed changes to the Charter.

VIII. Availability of Charter

The Committee shall make this charter available to the public at the ISOC Foundation website.