Internet Society Foundation Board of Trustees Meeting #13
Saturday, 13 Nov 2021
14:00–15:45 UTC
Videoconference
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 are no open forum sessions scheduled for this meeting.
Note: The Board may invite individuals to participate in any session (e.g., as presenters) as needed.
All times on this agenda are listed in UTC.
Open to Observers Session
14:00-14:05 UTC
1. Welcome, Apologies and Declaration of Conflicts – T. Hardie (5 mins)
14:05-14:30
2. Executive Director’s Look Back at 2021 – S. Armstrong (25 mins)
PURPOSE: To receive a report on the progress of the Foundation in 2021.
No resolution required.
14:30-14:40
3. Q3 Financial Update – S. Park (10 mins)
PURPOSE: To receive a Q3 report on the Foundation’s finances.
No resolution required.
14:40-15:10
4. Presentation of 2022 Action Plan – S. Armstrong (30 mins)
PURPOSE: To receive an overview of the proposed 2022 Action Plan.
Move to Closed Executive Session
15:10-15:25
5. Presentation of 2022 Budget – S. Park (15 mins)
PURPOSE: To receive an overview of the proposed 2022 budget.
15:25-15:30
6. Finance Committee report on proposed 2022 budget – L. Thomson (5 mins)
PURPOSE: To receive a report of the Foundation’s Finance Committee.
No resolution required.
Move to Open to Observers Session
15:30-15:35
7. Approval of 2022 Foundation Action Plan and Budget and other budget resolutions – T. Hardie (5 mins)
PURPOSE: To approve the 2022 Foundation Action Plan and Budget and other budget resolutions.
PROPOSED RESOLUTION:
Resolution F2021-XX: Approve the 2022 Foundation Action Plan and Budget
RESOLVED, that the Internet Society Foundation board approves the 2022 Foundation Action Plan and Budget, as presented.
PROPOSED RESOLUTION:
Resolution F2021-XX: Approve funding for Resiliency and Responding to Emergencies (RARE)
RESOLVED that the ISOC Foundation Board approves the expenditure of $3,408,000 to fund the Resiliency and Responding to Emergencies (RARE) program using remaining amounts from Reserves.
PROPOSED RESOLUTION:
Resolution F2021-XX: Approve funding for Strengthening Communities/Improving Lives and Livelihoods (SCILLS)
RESOLVED that the ISOC Foundation Board approves the expenditure of $3,105,000 to fund the Strengthening Communities/Improving Lives and Livelihoods (SCILLS) program using remaining amounts from Reserves.
PROPOSED RESOLUTION:
Resolution F2021-XX: Approve funding for Research
RESOLVED that the ISOC Foundation Board approves the expenditure of $3,622,500 to fund Research program using remaining amounts from Reserves.
PROPOSED RESOLUTION:
Resolution F2021-XX: Approve funding for Beyond the Net
RESOLVED that the ISOC Foundation Board approves the expenditure of $293,000 to fund the Beyond the Net program using remaining amounts from Reserves.
PROPOSED RESOLUTION:
Resolution F2021-XX: Approve funding for Building Opportunities/Leveraging Technology (BOLT)
RESOLVED that the ISOC Foundation Board approves the expenditure of $1,242,000 to fund the Building Opportunities/Leveraging Technology (BOLT) program using remaining amounts from Reserves.
PROPOSED RESOLUTION:
Resolution F2021-XX: Approve funding for Opportunities
RESOLVED that the ISOC Foundation Board approves the expenditure of $255,000 from remaining Reserves to fund Opportunities, including sponsorships for Global/Regional IGF and Schools of Internet Governance.
15:35-15:40
8. Foundation’s direction for 2030 – T. Hardie (5 mins)
PURPOSE: To approve the Executive Director’s ten-year financial portfolio recommendations
PROPOSED RESOLUTION:
Resolution F2021–XX Approve Ten-Year Financial Portfolio Recommendations
WHEREAS the Board of Trustees (the “Board”) of the Internet Society Foundation (the “Foundation”) has reviewed the financial scenario planning and ten-year financial portfolio recommendations as presented by the Executive Director of the Foundation,
NOW, THEREFORE, BE IT RESOLVED, that the financial scenario planning and ten-year financial portfolio recommendations are approved.
15:40-15:45
9. Quasi-Endowment – T. Hardie (5 mins)
PURPOSE: To approve the creation of a US$50,000,000 Quasi-Endowment for the Foundation
PROPOSED RESOLUTION:
Resolution F2021–XX Approve the creation of a US$50,000,000 Quasi-Endowment
WHEREAS the Board of the Foundation has reviewed different financial scenarios within which the Foundation could potentially operate in the next ten years as presented by the Executive Director; and
WHEREAS the Executive Director has recommended that the Board designate $50,000,000 of the Foundation’s current funds as a Quasi-Endowment to support the Foundation’s long-term sustainability within the context of the different financial scenarios as presented; and
WHEREAS the Board has determined that it is in the Foundation’s best interests to designate such funds as recommended to provide for a sustainable financial future for the Foundation,
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby designates $50,000,000 as a quasi-endowment (the “Reserve Quasi-Endowment”) with such $50,000,000 corpus restricted from use without a unanimous resolution of the entire Board to permit spending of the corpus, and
FURTHER RESOLVED, that the Reserve Quasi-Endowment shall be managed to provide for the long- and short-term financial needs of the Foundation to carry out its exempt purposes and to preserve the value of the Reserve Quasi-Endowment’s assets as set forth in these resolutions; and
FURTHER RESOLVED, that the Reserve Quasi-Endowment shall be managed to provide for the long- and short-term financial needs of the Foundation to carry out its exempt purposes and to preserve the value of the Reserve Quasi-Endowment’s assets as set forth in these resolutions; and
FURTHER RESOLVED, that the Executive Director is directed to develop, with the assistance of the Foundation’s financial advisors and in consultation with the President and CEO, an investment and spending policy for approval by the Board of the Foundation for the Reserve Quasi-Endowment in furtherance of the purposes of the Reserve Quasi-Endowment and consistent with these resolutions; and
FURTHER RESOLVED, that the officers of the Foundation are hereby authorized and empowered to take any and all actions that they, or any of them, may deem necessary or proper to effectuate the purpose of the foregoing resolutions.
15:45
10. Adjournment