Internet Society Foundation Board of Trustees Meeting #2
Marriott Queens Park Hotel
Bangkok, Thailand
NOTE: Timing may change based on when the Internet Society Board meeting concludes.
Open to Observers Session
16:00-16:03 1. Welcome, Apologies and Declaration of Conflicts – G. Camarillo (3 mins)
16:03-16:05 2. Document resolutions approved by e-vote since the June 2018 board meeting. – J. Levine (2 mins)
Resolution F2018-XX: Approve the minutes of the first Foundation Board meeting
RESOLVED, that the minutes of the first meeting of the Board of Trustees, held in Panama City on July 1, 2018 are approved.
Resolution F2018-XX: Elect Andrew as President and CEO
Andrew Sullivan was elected President and CEO of the Foundation by secret ballot. The tally was 12 for Andrew, no abstentions.
16:05-16:30 3. Foundation Update – A. Sullivan, S. Spector and J. Wood (25 mins)
PURPOSE: To receive an update on Foundation progress and plans.
No resolution required.
Move to Closed Executive Session
16:30-16:50 4. 2019 Foundation Budget – A. Sullivan and S. Spector (20 mins)
PURPOSE: To receive an overview of the 2019 budget.
Resume Open to Observers Session
16:50-16:55 5. Approve budget resolutions for the Foundation – G. Camarillo (5 mins)
PURPOSE: To approve the 2019 Foundation Budget and related budget resolutions.
PROPOSED RESOLUTION:
Resolution 2018-XX: Approve the 2019 Foundation Budget
RESOLVED, that the Internet Society Foundation Board approves the 2019 Foundation Budget as presented.
PROPOSED RESOLUTION:
Resolution 2018-XX: Approve contribution to the IETF LLC 2020 Operational Budget
WHEREAS the Internet Society and IETF Administration LLC (“IETF”) are parties to the Limited Liability Company Agreement of IETF Administration LLC dated as of August 27, 2018 (the “IETF Operating Agreement”); and
WHEREAS Exhibit B of the IETF Operation Agreement provides that the Internet Society would contribute $5,000,000 to the IETF to fund its annual operating expenses for the 2020 budget year (the “Operating Expense Contribution”), such contribution to be delivered prior to December 31, 2019; and
WHEREAS the Internet Society Foundation will be contributing $5,000,000 of the Operating Expense Contribution on behalf of the Internet Society;
RESOLVED, that the Internet Society Foundation’s contribution of the Operating Expense Contribution to IETF is hereby approved.
PROPOSED RESOLUTION:
Resolution 2018-XX: Approve contribution to the IETF LLC Operating Reserve
WHEREAS the Internet Society and IETF Administration LLC (“IETF”) are parties to the Limited Liability Company Agreement of IETF Administration LLC dated as of August 27, 2018 (the “IETF Operating Agreement”); and
WHEREAS Exhibit B further provides that the Internet Society would contribute to the IETF an amount of money intended to serve as an operational reserve equal to IETF’s budgeted Net Loss for 2019 (as such term is defined in the IETF Operating Agreement) multiplied times three (the “Operational Reserve Contribution”); and
WHEREAS the IETF has recently approved its budget for 2019; and
WHEREAS based on such budget and the terms of Exhibit B of the IETF Operating Agreement, the amount of the Operational Reserve Contribution is computed to be $13.65 million; and
WHEREAS Internet Society Foundation will fund $3.25 million of the Operating Reserve Contribution with Internet Society funding the remaining balance,
RESOLVED, that the Internet Society Foundation’s contribution of the Operational Reserve Contribution is hereby approved, and
FURTHER RESOLVED, that the Internet Society’s obligation to fund the Operational Reserve Contribution is subject to the prior approval by the Internet Society’s Chief Financial Officer, or such person’s delegate, of an investment policy for the IETF.
PROPOSED RESOLUTION:
Resolution 2018-XX: Approve contribution to the IETF LLC 2019 Operational Budget
WHEREAS the Internet Society and IETF Administration LLC (“IETF”) are parties to the Limited Liability Company Agreement of IETF Administration LLC dated as of August 27, 2018 (the “IETF Operating Agreement”); and
WHEREAS Exhibit B of the IETF Operation Agreement provides that the Internet Society would contribute $5,000,000 to the IETF to fund its annual operating expenses for the 2019 budget year (the “Operating Expense Contribution”), such contribution to be delivered prior to December 31, 2018; and
WHEREAS the Internet Society Foundation will be contributing $5,000,000 of the Operating Expense Contribution on behalf of the Internet Society;
RESOLVED, that the Internet Society Foundation’s contribution of the Operating Expense Contribution to IETF is hereby approved.
16:55-17:00 6. Any other business (5 mins)