Internet Society Foundation
Minutes of Board of Trustees Meeting #F2
The meeting opened in Open to Observers Session at 07:47 UTC.
Board members present were:
Glenn McKnight
Richard Barnes
Desiree Miloshevic
Hans-Peter Dittler
Sean Turner
Gonzalo Camarillo
John Levine
Walid Al-Saqaf
Harish Pillay
Olga Cavalli
Robert Pepper
Hiroshi Esaki
Andrew Sullivan
Open to Observers Session
1. Welcome, Apologies and Declaration of Conflicts
No board member declared any conflicts.
2. Document resolutions approved by e-vote since the June 2018 board meeting.
RESOLUTION F2018-03: 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 F2018-04: Elect Andrew Sullivan 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
3. Foundation Update
Andrew, Sandy Spector and James Wood gave an update onFoundation progress and plans.
The board moved into Closed Executive Session at 08:10.
4. 2019 Foundation Budget
Andrew and Sandy Spector gave an overview of the 2019 budget.
The board resumed Open to Observers Session at 09:00.
5. Approve budget resolutions for the Foundation
RESOLUTION F2018-05: Approve the 2019 Foundation Budget
RESOLVED, that the Internet Society Foundation Board approves the 2019 Foundation Budget as presented.
Moved by Desiree, seconded by Hans Peter.
Approved by roll call vote, 12-0.
Pepper Yes
Olga Yes
Harish Yes
Walid Yes
John Yes
Gonzalo Yes
Sean Yes
Hans-Peter Yes
Desiree Yes
Richard Yes
Hiroshi Yes
Glenn Yes
RESOLUTION F2018-06: 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 “Agreement”); and
WHEREAS Exhibit B of the Agreement 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 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 Agreement, the amount of the Operational Reserve Contribution is computed to be $13.65 million; and
WHEREAS the Internet Society Foundation will fund $3.25 million of the Operating Reserve Contribution with the 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.
Moved by Glenn, seconded by Olga.
Approved by roll call vote, 12-0.
Pepper Yes
Olga Yes
Harish Yes
Walid Yes
John Yes
Gonzalo Yes
Sean Yes
Hans-Peter Yes
Desiree Yes
Richard Yes
Hiroshi Yes
Glenn Yes
RESOLUTION F2018-07: 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 “Agreement”); and
WHEREAS Exhibit B of the 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 December31, 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.
Moved by Harish, seconded by Richard.
Approved by roll call vote, 12-0.
Pepper Yes
Olga Yes
Harish Yes
Walid Yes
John Yes
Gonzalo Yes
Sean Yes
Hans-Peter Yes
Desiree Yes
Richard Yes
Hiroshi Yes
Glenn Yes
Resolution
RESOLUTION F2018-08: 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 “Agreement”); and
WHEREAS Exhibit B of the 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 December31, 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.
Moved by Richard, seconded by Olga.
Approved by roll call vote, 12-0.
Pepper Yes
Olga Yes
Harish Yes
Walid Yes
John Yes
Gonzalo Yes
Sean Yes
Hans-Peter Yes
Desiree Yes
Richard Yes
Hiroshi Yes
Glenn Yes
6. Any other business
The meeting adjourned at 09:06.