Internet Society Foundation
Minutes of Board of Trustees Meeting #F11
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:
Walid Al-Saqaf
Richard Barnes
Gonzalo Camarillo
Maimouna Diop
Ted Hardie
John Levine
Robert Pepper
George Sadowsky
Andrew Sullivan
Laura Thomson
Heather West
Apologies:
Mike Godwin
Guests: Paul Ebersman, Brian Haberman, Luis Martinez, Jon Peterson, Muhammad Shabbir
Staff: Kevin Craemer, Ilona Levine
The meeting started in Open to Observers Session at 16:30 UTC.
1. Welcome, Apologies and Declaration of Conflicts – G. Camarillo
Nobody declared a conflict.
2. Strategic Advisory Committee Report – W. Al-Saqaf
PURPOSE: Receive the final report of the ISOC Foundation’s Strategic Advisory Committee.
Resolution F2021-08: Accept the Strategic Advisory Committee Report.
RESOLVED, that the report of the 2020-2021 Strategic Advisory Committee is accepted.
Moved by Laura, seconded by Ted, approved unanimously.
3. Other Committee Reports – G. Camarillo
PURPOSE: Accept reports of ISOC board Compensation, Audit, Finance and Executive committees.
Resolution F2021-09: Accept the reports of the ISOC board’s Compensation, Audit, Finance and Executive committees.
RESOLVED, that the reports of the ISOC Compensation, Audit, Finance and Executive committees are accepted as reports for the ISOC Foundation board.
Moved by Heather, seconded by Walid, approved unanimously.
4. Action items for the 2021-2022 Board of Trustees – G. Camarillo
PURPOSE: Accept and convey actionable items to the 2021-2022 Board of Trustees.
Resolution F2021-10: Accept and convey action items to the 2021-2022 Foundation Board of Trustees.
RESOLVED, the 2020-2021 Board of Trustees accepts as accurate the following Summary of Agreed Board Action Items and,
FURTHER RESOLVED, that the Board conveys this Summary to the 2021-2022 Board.
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. Now at the close of its term, the 2020-2021 Board conveys the following priorities to the 2021-2022 Board:
- Continue to support the approved Foundation programs.
Moved by George, seconded by Pepper, approved unanimously.
5. Any Other Business – G. Camarillo
6. Adjournment of Board Meeting F11
The meeting adjourned at 16:35
Summary of Resolutions
The following resolutions were passed by electronic vote prior to the meeting:
Resolution F2021-03: Approve the minutes of the 10th ISOC Foundation Board meeting
WHEREAS the ISOC Foundation board has reviewed the minutes of the 10th Board meeting attached hereto as Exhibit A,
RESOLVED, that the minutes of the 10th meeting of the ISOC Foundation Board of Trustees, held by videoconference on March 16, 2021 are approved.
Resolution F2021-04: To Amend Bylaws and Adopt Budget Approval Policy
WHEREAS, Article VI, Section 1, of the bylaws of the Foundation (the “Foundation Bylaws”) provides that the Board of Trustees of the Foundation (the “Board”) shall have the authority to amend the Bylaws subject to the approval of the Member of the Foundation;
WHEREAS, the Board has determined that it is in the best interests of the Foundation to amend the Bylaws as provided in Exhibit A hereto;
WHEREAS, pursuant to Article I, Section 2(c), of the Bylaws as amended, the Member of the Foundation shall have the right to approve the annual budget of the Foundation pursuant to such procedure as determined by the Board and approved by the Member; and
WHEREAS, the Board has determined to adopt the Budget Approval Policy as provided in Exhibit B hereto in furtherance of Article I, Section 2(c), of the Bylaws,
NOW, THEREFORE, BE IT
RESOLVED, that the Board hereby adopts the amended Bylaws as attached hereto as Exhibit A; and
RESOLVED, that the Board hereby adopts the Budget Approval Policy as attached hereto as Exhibit B.
Resolution F2021-05: To Establish Standing Committees
WHEREAS the Board of Trustees (the “Board”) of the Internet Society Foundation (the “Foundation”) has determined to establish certain standing committees pursuant to Article II, Section 12, of the Foundation’s bylaws,
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby establishes the following standing committees and adopts charters, as presented, for each committee respectively:
Audit Committee
Compensation Committee
Executive Committee
Finance Committee
FURTHER RESOLVED, that the Board appoints the following Trustees to serve as the members of the standing committees, to serve until the next Annual Meeting of the Board:
Audit Committee
Heather West, Chair
Maimouna Diop
Mike Godwin
Compensation Committee
Gonzalo Camarillo, Chair
Walid Al-Saqaf
Mike Godwin
Ted Hardie
Heather West
Executive Committee
Gonzalo Camarillo, Chair
Richard Barnes
John Levine
Andrew Sullivan, Non-voting Member
Finance Committee
Richard Barnes, Chair
Gonzalo Camarillo
Ted Hardie
Robert Pepper
George Sadowsky
Andrew Sullivan, Non-voting Member
Laura Thomson
Resolution F2021-06: Appoint Secretary of the Foundation
WHEREAS the Board wishes to appoint a Secretary pursuant to Article III, Sections 1 and 3 of the By-laws of the Foundation,
BE IT RESOLVED, that the Board hereby appoints Ilona Levine as Secretary starting at the Annual General Meeting of 2021 pursuant to Article III, Sections 1 and 3 of the By-laws of the Foundation to serve at the pleasure of the Board or until her earlier resignation.
Resolution F2021-07: Adopt Amended Conflict of Interest Policy for Trustees & Officers
WHEREAS Article II, Section 1, of the Internet Society Foundation Bylaws (the “Bylaws”) provides that the affairs of the Foundation shall be directed by the Board,
RESOLVED, that the Board hereby adopts the amended Conflict of Interest Policy for Trustees and Officers attached hereto as Exhibit A.
The following resolutions were passed during the meeting:
Resolution F2021-08: Accept the Strategic Advisory Committee Report.
RESOLVED, that the report of the 2020-2021 Strategic Advisory Committee is accepted.
Resolution F2021-09: Accept the reports of the ISOC board’s Compensation, Audit, Finance and Executive committees.
RESOLVED, that the reports of the ISOC Compensation, Audit, Finance and Executive committees are accepted as reports for the ISOC Foundation board.
Resolution F2021-10: Accept and convey action items to the 2021-2022 Foundation Board of Trustees.
RESOLVED, the 2020-2021 Board of Trustees accepts as accurate the following Summary of Agreed Board Action Items and,
FURTHER RESOLVED, that the Board conveys this Summary to the 2021-2022 Board.
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. Now at the close of its term, the 2020-2021 Board conveys the following priorities to the 2021-2022 Board:
- Continue to support the approved Foundation programs.