F17

Internet Society Foundation
Minutes of Board of Trustees Meeting #F17

(Annual General Meeting)

19 June 2022

The Hague, Netherlands and 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:

Brian Haberman

Ted Hardie

Victor Kuarsingh

Barry Leiba

Luis Martinez

Charles Mok

Robert Pepper

Jon Peterson

George Sadowsky

Muhammad Shabbir

Andrew Sullivan, President and CEO, non-voting

Laura Thomson

Sagarika Wickramasekera

Staff:

Rinalia Abdul Rahim

Sarah Armstrong

Kevin Craemer

Ilona Levine

Marlies Mooijman

Sae Park

Sally Wentworth

Ashlyn Wittwer

The meeting started in Open to Observers Session at 11:35 UTC.

1.  Welcome, Apologies and Declaration of Conflicts – A. Sullivan

Per the Internet Society Foundation bylaws, Andrew opened the meeting and presided over the election of the Chair of the Board.

Andrew welcomed the ongoing and incoming Board members. No conflicts were declared.

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 for expressions of interest, Ted Hardie expressed an interest to serve as Chair.

Andrew asked if anyone else wanted to run for the Chair of the Board.  No other Trustees expressed interest.

The Board went into the executive session at 11:37 UTC.

The meeting resumed at 11:39 UTC in Open to Observers Session.

Ted Hardie was elected as Chair by acclamation. Ted Hardie assumed office of Chair 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.

In a prior expression of interest, Laura Thomson expressed an interest to serve as Treasurer. Ted asked if anyone else would like to express interest. No other Trustee expressed an interest.

The Board went into executive session at 11:40 UTC. Resumed at 11:42 UTC.

Laura Thomson was elected as the Treasurer by Board by acclamation.

• Election of the Board Secretary

In a prior expression of interest, Robert Pepper expressed an interest to serve as Board Secretary.  Ted asked if anyone else would like to express interest. No other Trustee expressed an interest.

The Board went into executive session at 11:40 UTC.  Resumed at 11:42 UTC.

Robert Pepper was elected the Board Secretary by acclamation.

4.  Annual Appointment of Committee Chairs and Members – T. Hardie

In a prior expression of interest, Trustees expressed interest to serve on various committees. 

Resolution F2022-11: 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 2022-2023 term.

Audit Committee

Chair: Luis Martinez

Members: Brian Haberman, Victor Kuarsingh, Sagarika Wickramasekera.

Compensation Committee

Chair: Ted Hardie

Members: Brian Haberman, Victor Kuarsingh, Barry Leiba and Robert Pepper.

Executive Committee

Chair: Ted Hardie

Members: Laura Thomson and Robert Pepper.

Non-voting, ex-officio members: Andrew Sullivan

Finance Committee

Chair: Laura Thomson

Members: Ted Hardie, Robert Pepper, Jon Peterson and George Sadowsky.

Non-voting, ex-officio member: Andrew Sullivan

Strategic Advisory Committee

Chair: Jon Peterson

Members: Brian Haberman, Luis Martinez, Charles Mok, Robert Pepper and Laura Thomson.

Non-voting, ex-officio member: Andrew Sullivan

Barry moved, Laura seconded.  Approved unanimously by the Board.

5.  Approve the minutes of the previous Board meeting – T. Hardie

PROPOSED RESOLUTION:

Resolution F2022-12: Approve the minutes of the 16th Foundation board meeting

RESOLVED, that the minutes of the 16th meeting of the ISOC Foundation Board of Trustees, held by videoconference on 8 June 2022, are approved.

Charles moved, Laura seconded.  Approved unanimously by the Board.

6.  Action items from the 2021-2022 Foundation Board – T. Hardie

PURPOSE: To accept a summary of agreed Board action items from the 2021-2022 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. At the close of its term, the 2021-2022 board conveyed the following list of priorities to the 2022-2023 board:

•           Continue to support the approved Foundation programs.

•           Support the evolution of the relationship of the Internet Society Foundation as a supporting organization of the Internet Society.

PROPOSED RESOLUTION:

Resolution F2022-13: Accept the Summary of Agreed Board Action Items from the 2021-2022 Foundation Board.

RESOLVED, the ISOC Foundation Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2021-2022 board.

Barry moved, Brian seconded.  Approved unanimously by the Board.

7.  Updates from the Executive Director – S. Armstrong

PURPOSE: To receive updates on Q2 Program Highlights; Monitoring, Evaluation & Learning; Communications; Operations; and Expanding the Team.

Sarah presented her report. She provided highlights on programs, strengthening communities and improving lives, Beyond the Net, Research, Emergency Response.  She also talked about Monitoring, Evaluation and Learning and the focus on the learning questions for each program.

Trustees asked a number of questions, including support of chapters, tools, and the Foundation’s team.

No resolution needed.

Board recessed at 12:58 UTC and moved to the Closed Executive Session.

The following topic was addressed in the Closed Executive Session:

8.  Updates from the CFO – S. Park

PURPOSE: To receive a report from the CFO regarding the Internet Society Foundation’s 2022 first quarter financial results.

No resolution required.

The Board moved to Open to Observers Session at 13:47 UTC.

9.  Any other business – T. Hardie

There were no other items.

10. Adjournment of Foundation Board Annual General Meeting

The meeting adjourned at 13:48 UTC.

Summary of Resolutions

The following resolution was approved by electronic vote prior to the meeting.

Resolution F2022-10: Accept the ISOC Foundation Finance Committee Report

RESOLVED, that the report of the 2021-2022 ISOC Foundation Finance Committee, attached hereto as Exhibit A, is accepted.

The following resolutions were approved during the meeting.

Resolution F2022-11: 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 2022-2023 term.

Audit Committee

Chair: Luis Martinez

Members: Brian Haberman, Victor Kuarsingh, Sagarika Wickramasekera.

Compensation Committee

Chair: Ted Hardie

Members: Brian Haberman, Victor Kuarsingh, Barry Leiba and Robert Pepper.

Executive Committee

Chair: Ted Hardie

Members: Laura Thomson and Robert Pepper.

Non-voting, ex-officio members: Andrew Sullivan

Finance Committee

Chair: Laura Thomson

Members: Ted Hardie, Robert Pepper, Jon Peterson and George Sadowsky.

Non-voting, ex-officio member: Andrew Sullivan

Strategic Advisory Committee

Chair: Jon Peterson

Members: Brian Haberman, Luis Martinez, Charles Mok, Robert Pepper and Laura Thomson.

Non-voting, ex-officio member: Andrew Sullivan

Resolution F2022-12: Approve the minutes of the 16th Foundation board meeting

RESOLVED, that the minutes of the 16th meeting of the ISOC Foundation Board of Trustees, held by videoconference on 8 June 2022, are approved.

Resolution F2022-13: Accept the Summary of Agreed Board Action Items from the 2021-2022 Foundation Board.

RESOLVED, the ISOC Foundation Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2021-2022 board.

•           Continue to support the approved Foundation programs.

•           Support the evolution of the relationship of the Internet Society Foundation as a supporting organization of the Internet Society.