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 (virtual)
- Caleb Ogundele
- Laura Thomson
- Sagarika Wickramasekera
- President and CEO Sally Wentworth (ex officio, non-voting)
Staff Members Present:
- Sarah Armstrong, Executive Director, Internet Society (ISOC) Foundation
- Yogesh Khanna, Managing Director, ISOC
- Ilona Levine, General Counsel and Corporate Secretary, ISOC
- Christopher Locke, Managing Director, ISOC Foundation
- Sae Park, Chief Financial Officer, ISOC
- Lauren Terrell, Director of Governance, ISOC (virtual)
Guests Present for Certain Portions of the Meeting:
Leandro Navarro, Secretary, ISOC Catalan Chapter Board of Directors
Open to Observers Session
1. Welcome, Apologies, and Declaration of Conflicts – Sally Wentworth
Ms. Wentworth called the ISOC Foundation Board of Trustees meeting to order in Open to Observers Session on Saturday, 14 June at 7:03 UTC and welcomed participants.
No conflicts were declared.
2. Annual Election of Board Chair – Sally Wentworth
PURPOSE: to elect the Chair of the Internet Society Foundation Board of Trustees.
Per the Internet Society Foundation bylaws, Ms. Wentworth presided over the election of the Chair of the Board.
Mr. Hardie previously expressed his interest to serve as Chair and Ms. Wentworth inquired if any other trustee wanted to serve in that role; no other trustees expressed interest.
The board went into Closed Executive Session at 7:05 UTC and resumed in Open to Observers Session at 7:25 UTC. On behalf of the board, Ms. Baruwa thanked Mr. Hardie for his work as Chair and extended their deep appreciation for the time and commitment he has given to the role.
Mr. Hardie was elected as Chair by the board with 12 votes in favor and one abstention. Mr. Hardie assumed the role of Chair and presided over the remainder of the meeting.
3. Annual Election of Other Officers – Ted Hardie
PURPOSE: to elect other board officers of the ISOC Foundation Board of Trustees.
Election of the Treasurer
Mr. Kuarsingh previously expressed his interest to serve as Treasurer and Mr. Hardie inquired if any other trustee wanted to serve as Treasurer; no other trustees expressed an interest.
The board went into Closed Executive Session at 7:28 UTC and resumed in Open to Observers Session at 7:33 UTC.
The board elected Mr. Kuarsingh as Treasurer with 12 votes in favor and one abstention.
Election of Two At-Large Members of the Executive Committee
Mr. Leiba and Mr. Mok previously expressed their interest to serve as members of the Executive Committee and Mr. Hardie inquired if any other trustees wanted to serve in those roles; no other trustees expressed an interest.
The board went into Closed Executive Session at 7:35 UTC and resumed in Open to Observers Session at 7:42 UTC.
The board elected Mr. Leiba as an at-large member of the Executive Committee with 12 votes in favor and one abstention.
The board elected Mr. Mok as an at-large member of the Executive Committee with 12 votes in favor and one abstention.
4. Annual Appointment of Committee Chairs and Members – Ted Hardie
Resolution F2025-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 2025-2026 term:
Audit Committee
Chair: Sagarika Wickramasekera
Members: Olufunke Baruwa, Brian Haberman, Russ Housley, Charles Mok, Caleb Ogundele
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 Other Members
Non-Voting, Ex-Officio Member: CEO
Finance Committee
Chair: Incoming Treasurer
Members: Ramanou Biaou, Ted Hardie, Victor Kuarsingh, Kathleen Moriarty
Non-Voting, Ex-Officio Member: CEO
Strategic Advisory Committee*
Chair: Brian Haberman
Members: Caleb Ogundele
*Note: Per the Strategic Advisory Committee Charter, terms of members are two years, staggered, with no limit. Current terms for Brian Haberman, Maureen Hilyard, Charles Mok, and Laura Thomson (2024-2026) do not require renewal.
The resolution passed unanimously.
5. Foundation Update – Chris Locke and Sarah Armstrong
Mr. Locke provided an overview of Foundation activities for the first quarter, including the status of the Future Internet Leaders program, progress on global brand recognition, and revenue generation.
Discussion ensued with topics focusing on brand recognition, training completion rates, the co-funding strategy, organizational membership rates, and the individual giving strategy.
Ms. Armstrong provided an overview of the Foundation’s philanthropic work and impactful giving, including funding and diversity in applications.
Discussion ensued with trustees noting concern about the lack of projects in the Asia Pacific and Europe, as well as a desire to better understand the connection between the projects and chapters and how to increase engagement with ISOC communities. For future reporting, trustees indicated an interest in exploring trend lines in the presented data.
Following a short break at 8:45 UTC, the board resumed in Open to Observers Session at 9:19 UTC.
6. ISOC Catalan Chapter – Leandro Navarro
Mr. Navarro shared an overview of the mission and work of the ISOC Catalan Chapter.
Discussion explored opportunities for coordinating with other chapters, increasing youth participation, and key learnings from the work of the Catalan Chapter.
The board met in Closed Executive Session at 9:38 UTC where the following topics were addressed.
7. CFO’s Report – Sae Park
Ms. Park presented the first quarter financial results.
8. Finance Committee Report – Victor Kuarsingh
Mr. Kuarsingh presented the Finance Committee report.
9. Fundraising Update and Fundraising Working Group Report – Chris Locke and Funke Baruwa
Ms. Baruwa shared an update on board giving and Mr. Locke shared an update on first quarter fundraising efforts.
10. CEO and Board Only Session – Ted Hardie
As a matter of good governance practice, this session was designed for board and CEO discussions only.
11. Any Other Business – Ted Hardie
The board addressed a number of confidential topics raised from in earlier in the meeting.
Closed Executive Session business concluded at 14:03 UTC and the meeting resumed in Open to Observers Session at 14:04 UTC.
12. Adjournment – Ted Hardie
With no other business, Mr. Hardie adjourned the meeting at 14:05 UTC.