Meeting Date

11 December 2024

Location

Virtual

Zoom

See More Meeting Minutes

Guide to Board of Trustees Session Types:

  • Closed Executive Session: board members only.
  • Open to Observers Session: local and remote attendees welcome to listen in.
  • Open Forum Session: local and remote attendees welcome to ask questions, provide input, and discuss with the board.

Note: there were no Open Forum Sessions scheduled for this meeting.

Trustees Present:

  • Olufunke Baruwa
  • Ramanou Biaou
  • Brian Haberman
  • Ted Hardie
  • Maureen Hilyard
  • Russ Housley
  • Victor Kuarsingh
  • Barry Leiba
  • Charles Mok
  • Kathleen Moriarty
  • Caleb Ogundele
  • Laura Thomson
  • President and CEO Sally Wentworth (ex officio, non-voting)

Trustees Excused:
Sagarika Wickramasekera

Staff Members Present:

  • Sally Wentworth, President and CEO, Internet Society (ISOC) and ISOC Foundation
  • Sarah Armstrong, Executive Director, ISOC Foundation
  • Ilona Levine, General Counsel and Corporate Secretary, ISOC
  • Christopher Locke, Managing Director, ISOC Foundation
  • Sae Park, Chief Financial Officer, ISOC
  • Heather Dutton, Legal Operations and Paralegal, ISOC

Open to Observers Session

1. Welcome, Apologies, and Declarations of Conflict – Ted Hardie

Mr.  Hardie called the ISOC Foundation Board of Trustees meeting to order in Open to Observers Session at 16:29 UTC on Wednesday, 11 December 2024 and welcomed participants.
No conflicts were declared.

2. Approval of Minutes from Foundation Board of Trustees Meeting F28 – Ted Hardie

Resolution F2024-XX: Approve the Minutes of the 28th Internet Society Foundation Board Meeting

WHEREAS, the Internet Society Foundation Board of Trustees has reviewed the minutes of the 28th board meeting as presented;

RESOLVED, that the minutes of the 28th meeting of the Internet Society Board of Trustees are approved.

The resolution was approved unanimously.  

3. Compensation Committee Report – Ted Hardie

Mr. Hardie noted that as an administrative matter, the board needed to approve a corresponding resolution formally identifying and appointing Sally Wentworth as President and CEO of ISOC Foundation (earlier in 2024, the board had appointed Ms. Wentworth as President and CEO of ISOC). 

Upon review of the proposed resolution, discussion ensued. Mr. Ogundele noted that the current draft of the resolution provided for an open-ended term rather than a contract term. He asked that the resolution text be revised for purposes of clarity, which the board supported.

Resolution F2024–13: Appointment of Sally Wentworth as President and CEO 

WHEREAS, the Board of Trustees (the “Board”) of Internet Society Foundation (the “Foundation”) has determined that it is in the Foundation’s best interests to appoint Sally Wentworth (“Ms. Wentworth”) as the President and CEO of the Foundation, effective as of September 1, 2024. 

NOW, THEREFORE, BE IT:

RESOLVED, that Ms. Wentworth is hereby appointed as the President and CEO of the Foundation, effective as of September 1, 2024, until the end of her contract, including any approved renewals, or until her successor is duly elected and qualified or until her earlier death, resignation, or removal. 

The resolution was approved unanimously.   

4. Any Other Business – Ted Hardie

No other business was raised.

5. Adjournment – Ted Hardie

With no other business, Mr. Hardie adjourned the meeting at 16:38 UTC.

See More Meeting Minutes