Internet Society Foundation
Minutes of Board of Trustees Meeting #F15
26 March 2022
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
Ted Hardie
Luis Martinez
Robert Pepper
Jon Peterson
Muhammad Shabbir
Laura Thomson
Andrew Sullivan – President and CEO, non-voting
Excused:
Maimouna Diop
Brian Haberman
George Sadowsky
Staff:
Sarah Armstrong
Kevin Craemer
Ilona Levine
Sae Park
The meeting started in Open to Observers Session at 14:05 UTC
1. Welcome, Apologies and Declaration of Conflicts – T. Hardie
None declared.
2. Executive Director’s Report – S. Armstrong
PURPOSE: To provide the Board with an update on the Internet Society Foundation’s activities and plans.
Sarah presented the report and discussed topics such as how the programs are doing, how many grants and grantees the Foundation has, and how the Foundation monitors and evaluates the grants.
Ted asked about the emergency response program and whether it will become a permanent program. Trustees discussed the ER program and resilience program. Ted noted that the resilience program is a great example of building the Foundation brand and how ISOC chapters, ISOC, and the Foundation work together. Luis suggested that the Foundation implement peer to peer learning and support, so that grantees can learn from each other. Muhammad commented on the Foundation’s accessibility efforts and suggested incorporating accessibility features into the Foundation’s programs.
No resolution required.
3. Compensation Committee Report – T. Hardie
PURPOSE: To receive the final report from the 2021-2022 committee.
Ted presented the report to the Board and asked the compensation committee if there were any comments; there were none. Ted then presented the following resolution for the Board’s approval.
PROPOSED RESOLUTION:
Resolution F2022-04: Accept the Compensation Committee Report
RESOLVED, that the final report of the 2021-2022 Compensation Committee is accepted.
Moved by Pepper, seconded by Richard, approved unanimously.
The meeting moved to Closed Executive Session at 14:55 UTC.
Topics addressed in the Closed Executive Session were:
4. CFO’s Report – S. Park
PURPOSE: To provide the Board with information on the Foundation’s 2021 year-end financial results.
No resolution required.
Closed session concluded at 15:09 UTC and the meeting was adjourned at 15:09 UTC.
Summary of Resolutions
The following resolutions were passed by electronic vote prior to the meeting.
Resolution F2022-02: Approve the minutes of the 14th ISOC Foundation Board meeting
WHEREAS the ISOC Foundation board has reviewed the minutes of the 14th board meeting
attached hereto as Exhibit A,
RESOLVED, that the minutes of the 14th meeting of the ISOC Foundation Board of Trustees,
held by videoconference on January 12, 2022, are approved.
Resolution F2022-03: Approve the Internet Society Foundation Investment Policy
RESOLVED, that the Board approves the Internet Society Foundation Investment Policy as
presented and attached hereto as Exhibit 1.
The following resolution was passed during the meeting.
Resolution F2022-04: Accept the Compensation Committee Report
RESOLVED, that the final report of the 2021-2022 Compensation Committee is accepted.