Annual General Meeting
Guide to Board of Trustees Session Types:
- 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.
Note: there were no Open Forum Sessions scheduled for this meeting.
Trustees Present in Person:
- Ted Hardie, Chair
- Olufunke Baruwa
- Ramanou Biaou
- Brian Haberman
- Maureen Hilyard
- Russ Housley
- Victor Kuarsingh
- Barry Leiba
- Charles Mok
- Kathleen Moriarty
- Caleb Ogundele
- Laura Thomson
- Sagarika Wickramasekera
- President and CEO Andrew Sullivan (ex officio, non-voting)
Staff Present in Person:
- Sarah Armstrong, Executive Director, Internet Society (ISOC) Foundation
- Ilona Levine, General Counsel and Corporate Secretary, ISOC
- Chris Locke, ISOC Foundation
- Sae Park, Chief Financial Officer (CFO), ISOC
- Lauren Terrell, Director of Governance and Board Operations, ISOC
- Sally Wentworth, Managing Director, ISOC
1. Welcome, Apologies, and Declaration of Conflicts – Andrew Sullivan
Mr. Sullivan called the ISOC Foundation Board of Trustees meeting to order in Open to Observers Session at 13:02 UTC and welcomed attendees. No conflicts were declared.
2. Annual Elections and Appointments
i. Annual Election of Board Chair – Andrew Sullivan
Per the ISOC Foundation bylaws, Mr. Sullivan presided over the election of the Chair of the board.
Mr. Hardie previously expressed his interest to serve as Chair and Mr. Sullivan asked if any other trustee wanted to run for Chair. No other trustees expressed interest.
The board went into the Closed Executive Session at 13:04 UTC and resumed in Open to Observers Session at 13:06 UTC.
Mr. Hardie was elected as Chair with 10 votes in favor and 3 abstentions. Mr. Hardie assumed the office of Chair and presided over the remainder of the meeting.
ii. Annual Election of Other Officers – Ted Hardie
Election of the Treasurer
Ms. Thomson previously expressed an interest to serve as Treasurer. Mr. Hardie asked if any other trustee would like to serve as Treasurer; no others expressed interest.
The board went into Closed Executive Session at 13:10 UTC and resumed in Open to Observers Session at 13:12 UTC.
Ms. Thomson was elected as the Treasurer with 13 votes and 0 abstentions.
Election of the Board Secretary
Mr. Kuarsingh previously expressed an interest to serve as board Secretary. Mr. Hardie asked if any other trustee would like to serve as Secretary; no others expressed interest.
The board went into Closed Executive Session at 13:15 UTC and resumed in Open to Observers Session at 13:20 UTC.
Mr. Kuarsingh was elected the board Secretary with 12 votes and 1 abstention.
iii. Annual Appointment of Committee Chairs and Members – Ted Hardie
Resolution F2024-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 2024-2025 term:
Audit Committee
Chair: Sagarika Wickramasekera
Members: Olufunke Baruwa, Brian Haberman, Russ Housley, Victor Kuarsingh
Compensation Committee
Chair: Incoming Board Chair
Members: Olufunke Baruwa, Ramanou Biaou, Brian Haberman, Russ Housley, Barry Leiba, Caleb Ogundele
Executive Committee
Chair: Incoming Board Chair
Members: Incoming Treasurer and Board Secretary
Non-Voting, Ex-Officio Member: CEO
Finance Committee
Chair: Incoming Treasurer
Members: Ramanou Biaou, Ted Hardie, Kathleen Moriarty, Caleb Ogundele
Non-Voting, Ex-Officio Member: CEO
Strategic Advisory Committee
Chair: Brian Haberman
Members: Maureen Hilyard, Charles Mok, Laura Thomson
*Note: Per the Strategic Advisory Committee Charter, terms of members are two years, staggered, with no limit. Caleb Ogundele’s current term (2023-2025) does not require renewal.
The resolution passed unanimously.
3. Action Items from the 2023-2024 Foundation Board – Ted Hardie
Resolution F2024-X: Accept the Summary of Agreed Board Action Items from the 2023-2024 Foundation Board of Trustees
RESOLVED, the Internet Society Foundation Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2023-2024 Board of Trustees.
Summary of Agreed Board Action Items
- Support the Foundation in its ongoing role as a center for philanthropic activity in furtherance of the 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.
- Work with the new Managing Director and the Executive Director to investigate appropriate methods for receiving external advice related to the functioning and mission of the Foundation.
The resolution passed unanimously.
4. Approval of Minutes from Board Meeting F24 – Ted Hardie
Resolution F2024-X: Approve the Minutes of the 24th ISOC Foundation Board Meeting
WHEREAS, the ISOC Foundation Board of Trustees has reviewed the minutes of the 24th board meeting;
RESOLVED, that the minutes of the 24th meeting of the ISOC Foundation Board of Trustees are approved.
The resolution passed unanimously.
5. Foundation Update – Andrew Sullivan
Mr. Sullivan provided an update on ISOC Foundation activities, including the first quarter performance, success measures (KPIs), and team objectives and team performance for Content, Marketing, and Communications, Fundraising, and Philanthropy.
Mr. Sullivan also presented the 2024 ISOC Foundation Performance Dashboard which contains all of the Foundation’s KPIs and can be referenced by all trustees.
Discussion ensued with trustees posing various questions, thanking the Fundraising team for managing the successful Run the Internet campaign, and making various suggestions for improved and/or more regular fundraising campaigns aligned with various international events.
6. Philanthropy Program Overview – Sarah Armstrong
At the Friday, 21 June new trustee orientation program, Ms. Armstrong provided a detailed review of the Foundation’s vision, mission, role of the philanthropy team, funding areas, programs, grantmaking process, and recent project highlights. As the majority of trustees participated in the orientation session, Ms. Armstrong reviewed a few key slides and opened the floor for any comments or questions; none were raised.
7. Philanthropy Progress Update – Sarah Armstrong
Ms. Armstrong provided the philanthropy progress report, which included funding updates, diversity in applications, number of grants issued in 2023, and funding and program areas.
Ms. Armstrong shared additional information on the second quarter progress, including updates on the Research, Beyond the Net, Connecting the Unconnected, chapter administration, SCILLs and Internet Governance Forums programs. She also reviewed key programming pillars, such as Monitoring, Evaluation and Learning (MEL) and key takeaways from the grantees’ survey.
Discussion ensued with trustees raising questions that Ms. Armstrong addressed, including statistics and criteria on the diversity of the Foundation’s grantees, data regarding fiscal sponsors, and the different types of grants administered by the Foundation.
The board recessed for a break at 14:15 UTC and resumed at 14:25 UTC.
8. Foundation Road Map – Sarah Armstrong
Ms. Armstrong presented the Foundation’s five-year Road Map in support of the ISOC 2030 Strategy. As the Foundation supports the work of ISOC, the Foundation’s road map will build upon the global challenges, strategic goals, and transformations already identified in ISOC’s 2030 Strategy. She reviewed the Foundation’s timeline and key milestones for 2024 with key activities taking place at the September board retreat and presentation of the final road map planned for the November 2024 board meeting.
Discussion ensued with trustees inquiring about the response rate for listening sessions and trustees praising the work of the Foundation as a supporting organization closely aligned to the ISOC mission.
The board entered into Closed Executive Session at 14:40 UTC where the following topics were discussed.
9. CFO’s Report, Q1 Financials – Sae Park
Ms. Park presented the Foundation’s first quarter financials and her associated report.
10. Finance Committee Report – Laura Thomson
Ms. Thomson provided the Finance Committee’s report.
11. Fundraising Discussion – Andrew Sullivan
Mr. Sullivan provided a report on the Foundation’s fundraising activities.
12. Any Other Business – Ted Hardie
Trustees had the opportunity to raise any other confidential business.
The board returned to Open to Observers Session at 16:33 UTC.
13. Adjournment – Ted Hardie
Mr. Hardie adjourned the meeting at 16:35 UTC.