Internet Society Foundation
Minutes of Board of Trustees Meeting #F21
17 June 2023
Closed executive session: Board members and staff 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 are no open forum sessions scheduled for this meeting.
Note: There were no open forum sessions scheduled for this meeting.
Present:
Olufunke Baruwa
Ramanou Biaou
Brian Haberman
Ted Hardie
Victor Kuarsingh
Barry Leiba
Luis Martinez
Charles Mok
Caleb Ogundele
Robert Pepper
Jon Peterson
Laura Thomson
Andrew Sullivan, President and CEO, non-voting
By videoconference:
Sagarika Wickramasekera
Staff:
Rinalia Abdul Rahim, Managing Director, Internet Society Foundation
Sarah Armstrong, Executive Director, Internet Society Foundation
Ilona Levine, General Counsel and Corporate Secretary, Internet Society
Sae Park, CFO, Internet Society
Lauren Terrell, Board Liaison
Sally Wentworth, Managing Director, Internet Society
Guest:
Present for certain portions of the meeting was:
Jeff Kramer, Vice President of Fundraising
The meeting started in Open to Observers Session at 17:27 UTC.
1. Welcome, Apologies and Declaration of Conflicts – A. Sullivan
Per the Internet Society Foundation Bylaws, Mr. Sullivan opened the meeting and presided over the election of the Chair of the Board.
Mr. Sullivan welcomed the ongoing and incoming Board members. No conflicts were declared.
2. Annual Elections and Appointments
i. Annual Election of Board Chair – A. Sullivan
PURPOSE: to elect the Chair of the Internet Society Foundation Board of Trustees.
In a prior call for expressions of interest, Mr. Hardie expressed an interest to serve as Chair.
Mr. Sullivan asked if anyone else wanted to run for the Chair of the Board. No other Trustees expressed interest.
The Board went into the Closed Executive Session at 17:29 UTC.
The meeting resumed at 17:32 UTC in Open to Observers Session.
Mr. Hardie was elected as Chair with 13 votes in favor and no abstentions.
Mr. Hardie assumed office of Chair and presided over the remainder of the meeting.
ii. Annual Election of Other Officers – T. Hardie
PURPOSE: to elect the Treasurer and Secretary of the Internet Society Foundation Board of Trustees.
Election of Board Treasurer
In a prior expression of interest, Ms. Thomson expressed an interest to serve as Treasurer. Mr. Hardie asked if anyone else would like to express interest. No other Trustee expressed an interest.
The Board went into Closed Executive Session at 17:35 UTC and returned to Open to Observers Session at 17:37 UTC.
Ms. Thomson was elected as the Treasurer by Board with 13 votes and no abstentions.
Election of the Board Secretary
In a prior expression of interest, Mr. Kuarsingh expressed an interest to serve as Board Secretary. Mr. Hardie asked if anyone else would like to express interest. No other Trustee expressed an interest.
The Board went into Closed Executive Session at 17:38 UTC and returned to Open to Observers Session at 17:40 UTC.
Mr. Kuarsingh was elected as the Board Secretary by the Board with 13 votes and no abstentions.
iii. Appointment of Committee Chairs and Members – T. Hardie
In a prior expression of interest, Trustees expressed interest to serve on various committees.
Proposed Resolution
Resolution F2023-XX: 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 2023-2024 term.
Resolution F2023-X: Appoint Chairs and Members of Committees of the Foundation Board
RESOLVED, that the Internet Society Foundation Board of Trustees makes the following appointments to committees of the board for the 2023-2024 term:
Audit Committee
Chair: Luis Martinez
Members: Brian Haberman, Victor Kuarsingh, Sagarika Wickramasekera, Olufunke Baruwa
Compensation Committee:
Chair: Incoming Board Chair
Members: Brian Haberman, Olufunke Baruwa, Barry Leiba, Robert Pepper, Caleb Ogundele
Executive Committee
Chair: Incoming Board Chair
Members: Incoming Treasurer and Board Secretary
Non-Voting, Ex-Officio Member: Andrew Sullivan
Finance Committee
Chair: Incoming Treasurer
Members: Ted Hardie, Robert Pepper, Jon Peterson, Caleb Ogundele, Ramanou Biaou
Non-Voting, Ex-Officio Member: Andrew Sullivan
Strategic Advisory Committee:
Chair: Jon Peterson
Members: Brian Haberman, Luis Martinez, Charles Mok, Laura Thomson, Caleb Ogundele
Non-Voting, Ex-Officio Member: Andrew Sullivan
*Note: Resolution F2022-11 sets the appointments for the class of 2022-2024 (all members listed except Caleb Ogundele). Caleb Ogundele will serve in the class of 2023-2025. Per the Strategic Advisory Committee Charter, terms of members are two years with no limit.
Resolution passed unanimously.
3. Action Items from the 2022-2023 Foundation Board – T. Hardie
PURPOSE: to accept a summary of agreed Board action items from the 2022-2023 Board of Trustees.
Proposed Resolution
Resolution F2023-X: Accept the Summary of Agreed Board Action Items from the 2022-2023 Foundation Board of Trustees
RESOLVED, the Internet Society Foundation Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2022-2023 Board of Trustees.
Summary of Agreed Board Action Items
At the close of each Internet Society Foundation board year, the outgoing Board of Trustees conveys to the incoming board a list of priorities based on its knowledge and experience, which are crucial for the continued success of the organization. Now at the close of its term, the 2022-2023 board conveys the following priorities to the 2023-2024 board:
- Support the Foundation in its ongoing role as a center for philanthropic activity in furtherance of Internet Society’s mission and in the development of its applicant and grantee community.
- Assist the Foundation in the growth of its role as a supporting organization.
- Support fundraising efforts.
- Support ongoing efforts to improve the accessibility of Foundation materials and communities.
4. Philanthropy Progress Update – S. Armstrong
Purpose: to receive an update from the Executive Director of Philanthropy.
Ms. Armstrong provided an update on the work of Philanthropy, including the 2023 programs:
- SCILLS
- BOLT
- Resiliency
- Research
- Beyond the Net
- IGF/Schools of Internet Governance
- Sustainable Peering and Interconnection (IXP)
- Connecting the Unconnected
- MANRS
Discussion ensued with Trustees asking questions about the Research program and the Internet Poverty Index. Trustees also asked questions about the process for selecting countries for grants and chapter support.
No resolution required.
5. Foundation 2023 Progress – R. Abdul Rahim
Ms. Rahim presented on the 2023 progress, including reporting that out of 72 key performance indicators in 2023 so far:
- 9 achieved (13%)
- 49 in progress (68%)
- 14 not started (19%)
Ms. Rahim also reported that:
- Tangible progress was made in grant-giving, fundraising, training, and communications.
- There is a significant gap to target in grant-giving and fundraising amounts.
- Slower take-off in first quarter due to teams needing time to make adjustments for delivering additional programs and addressing new aspects of work and dependencies.
- Teams needed additional capacity to deliver: 14 (30%) staff in the Foundation are new with 8 (58%) hired from March onwards.
Trustees discussed Ms. Rahim’s presentation with questions about the status of the KPIs that have not yet started, selection criteria for TeL programs, fellows’ engagement in the alumni network, and if the Foundation is funding any projects that are led by people with disabilities.
6. Revised Foundation Finance Committee Charter – T. Hardie
Purpose: to approve the revised Foundation Finance Committee Charter.
Proposed Resolution
Resolution F2023-X: Approve Revised Internet Society Foundation Finance Committee Charter
WHEREAS, as part of its annual workplan, the Finance Committee reviewed its Charter and made minor amendments clarifying existing language and terminology, as well as incorporating new language regarding the committee’s role in the oversight of investments and investment performance;
WHEREAS, the By-Laws of the Internet Society Foundation Article II Section 12. (b) require the Board of Trustees to approve committee charters;
RESOLVED, that the Finance Committee Charter as presented is approved.
Approved unanimously.
The Board recessed at 18:50 UTC and resumed in Closed Executive Session at 19:05 UTC.
The following topics were addressed in Closed Executive Session:
7. Fundraising Plan Update – J. Kramer
PURPOSE: to receive a report on the progress of fundraising efforts.
8. Q1 Financial Results – S. Park
PURPOSE: to receive a report from the CFO regarding the Internet Society Foundation’s 2023 first quarter financial results.
No resolution required.
The Board moved to Open to Observers Session at 20:09 UTC.
9. Any Other Business – T. Hardie
Mr. Martinez thanked Finance staff of the Foundation for all the great work and clean audit.
10. Adjournment – T. Hardie
With no other business, Mr. Hardie adjourned the meeting at 20:10 UTC.