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    Internet Society Foundation
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    F17

    Home / Meeting Minutes / F17

    Meeting Date

    19 July 2022

    Location

    The Hague and Videoconference

    Netherlands

    See More Meeting Minutes

    Internet Society Foundation
    Minutes of Board of Trustees Meeting #F17

    (Annual General Meeting)

    19 June 2022

    The Hague, Netherlands and 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 were no open forum sessions scheduled for this meeting.

    Board members present:

    Brian Haberman

    Ted Hardie

    Victor Kuarsingh

    Barry Leiba

    Luis Martinez

    Charles Mok

    Robert Pepper

    Jon Peterson

    George Sadowsky

    Muhammad Shabbir

    Andrew Sullivan, President and CEO, non-voting

    Laura Thomson

    Sagarika Wickramasekera

    Staff:

    Rinalia Abdul Rahim

    Sarah Armstrong

    Kevin Craemer

    Ilona Levine

    Marlies Mooijman

    Sae Park

    Sally Wentworth

    Ashlyn Wittwer

    The meeting started in Open to Observers Session at 11:35 UTC.

    1.  Welcome, Apologies and Declaration of Conflicts – A. Sullivan

    Per the Internet Society Foundation bylaws, Andrew opened the meeting and presided over the election of the Chair of the Board.

    Andrew welcomed the ongoing and incoming Board members. No conflicts were declared.

    2.  Annual Election of Board Chair – A. Sullivan

    PURPOSE: To elect the Chair of the Internet Society Foundation Board of Trustees.

    –  Election of the Chair of the Board

    In a prior call for expressions of interest, Ted Hardie expressed an interest to serve as Chair.

    Andrew asked if anyone else wanted to run for the Chair of the Board.  No other Trustees expressed interest.

    The Board went into the executive session at 11:37 UTC.

    The meeting resumed at 11:39 UTC in Open to Observers Session.

    Ted Hardie was elected as Chair by acclamation. Ted Hardie assumed office of Chair and presided over the remainder of the meeting.

    3.  Annual Election of Other Officers – T. Hardie

    PURPOSE: To elect other officers of the Internet Society Foundation Board of Trustees.

    In a prior expression of interest, Laura Thomson expressed an interest to serve as Treasurer. Ted asked if anyone else would like to express interest. No other Trustee expressed an interest.

    The Board went into executive session at 11:40 UTC. Resumed at 11:42 UTC.

    Laura Thomson was elected as the Treasurer by Board by acclamation.

    • Election of the Board Secretary

    In a prior expression of interest, Robert Pepper expressed an interest to serve as Board Secretary.  Ted asked if anyone else would like to express interest. No other Trustee expressed an interest.

    The Board went into executive session at 11:40 UTC.  Resumed at 11:42 UTC.

    Robert Pepper was elected the Board Secretary by acclamation.

    4.  Annual Appointment of Committee Chairs and Members – T. Hardie

    In a prior expression of interest, Trustees expressed interest to serve on various committees. 

    Resolution F2022-11: 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 2022-2023 term.

    Audit Committee

    Chair: Luis Martinez

    Members: Brian Haberman, Victor Kuarsingh, Sagarika Wickramasekera.

    Compensation Committee

    Chair: Ted Hardie

    Members: Brian Haberman, Victor Kuarsingh, Barry Leiba and Robert Pepper.

    Executive Committee

    Chair: Ted Hardie

    Members: Laura Thomson and Robert Pepper.

    Non-voting, ex-officio members: Andrew Sullivan

    Finance Committee

    Chair: Laura Thomson

    Members: Ted Hardie, Robert Pepper, Jon Peterson and George Sadowsky.

    Non-voting, ex-officio member: Andrew Sullivan

    Strategic Advisory Committee

    Chair: Jon Peterson

    Members: Brian Haberman, Luis Martinez, Charles Mok, Robert Pepper and Laura Thomson.

    Non-voting, ex-officio member: Andrew Sullivan

    Barry moved, Laura seconded.  Approved unanimously by the Board.

    5.  Approve the minutes of the previous Board meeting – T. Hardie

    PROPOSED RESOLUTION:

    Resolution F2022-12: Approve the minutes of the 16th Foundation board meeting

    RESOLVED, that the minutes of the 16th meeting of the ISOC Foundation Board of Trustees, held by videoconference on 8 June 2022, are approved.

    Charles moved, Laura seconded.  Approved unanimously by the Board.

    6.  Action items from the 2021-2022 Foundation Board – T. Hardie

    PURPOSE: To accept a summary of agreed Board action items from the 2021-2022 Foundation Board of Trustees.

    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. At the close of its term, the 2021-2022 board conveyed the following list of priorities to the 2022-2023 board:

    •           Continue to support the approved Foundation programs.

    •           Support the evolution of the relationship of the Internet Society Foundation as a supporting organization of the Internet Society.

    PROPOSED RESOLUTION:

    Resolution F2022-13: Accept the Summary of Agreed Board Action Items from the 2021-2022 Foundation Board.

    RESOLVED, the ISOC Foundation Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2021-2022 board.

    Barry moved, Brian seconded.  Approved unanimously by the Board.

    7.  Updates from the Executive Director – S. Armstrong

    PURPOSE: To receive updates on Q2 Program Highlights; Monitoring, Evaluation & Learning; Communications; Operations; and Expanding the Team.

    Sarah presented her report. She provided highlights on programs, strengthening communities and improving lives, Beyond the Net, Research, Emergency Response.  She also talked about Monitoring, Evaluation and Learning and the focus on the learning questions for each program.

    Trustees asked a number of questions, including support of chapters, tools, and the Foundation’s team.

    No resolution needed.

    Board recessed at 12:58 UTC and moved to the Closed Executive Session.

    The following topic was addressed in the Closed Executive Session:

    8.  Updates from the CFO – S. Park

    PURPOSE: To receive a report from the CFO regarding the Internet Society Foundation’s 2022 first quarter financial results.

    No resolution required.

    The Board moved to Open to Observers Session at 13:47 UTC.

    9.  Any other business – T. Hardie

    There were no other items.

    10. Adjournment of Foundation Board Annual General Meeting

    The meeting adjourned at 13:48 UTC.

    Summary of Resolutions

    The following resolution was approved by electronic vote prior to the meeting.

    Resolution F2022-10: Accept the ISOC Foundation Finance Committee Report

    RESOLVED, that the report of the 2021-2022 ISOC Foundation Finance Committee, attached hereto as Exhibit A, is accepted.

    The following resolutions were approved during the meeting.

    Resolution F2022-11: 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 2022-2023 term.

    Audit Committee

    Chair: Luis Martinez

    Members: Brian Haberman, Victor Kuarsingh, Sagarika Wickramasekera.

    Compensation Committee

    Chair: Ted Hardie

    Members: Brian Haberman, Victor Kuarsingh, Barry Leiba and Robert Pepper.

    Executive Committee

    Chair: Ted Hardie

    Members: Laura Thomson and Robert Pepper.

    Non-voting, ex-officio members: Andrew Sullivan

    Finance Committee

    Chair: Laura Thomson

    Members: Ted Hardie, Robert Pepper, Jon Peterson and George Sadowsky.

    Non-voting, ex-officio member: Andrew Sullivan

    Strategic Advisory Committee

    Chair: Jon Peterson

    Members: Brian Haberman, Luis Martinez, Charles Mok, Robert Pepper and Laura Thomson.

    Non-voting, ex-officio member: Andrew Sullivan

    Resolution F2022-12: Approve the minutes of the 16th Foundation board meeting

    RESOLVED, that the minutes of the 16th meeting of the ISOC Foundation Board of Trustees, held by videoconference on 8 June 2022, are approved.

    Resolution F2022-13: Accept the Summary of Agreed Board Action Items from the 2021-2022 Foundation Board.

    RESOLVED, the ISOC Foundation Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2021-2022 board.

    •           Continue to support the approved Foundation programs.

    •           Support the evolution of the relationship of the Internet Society Foundation as a supporting organization of the Internet Society.

    See More Meeting Minutes

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