Resolution 2015-01: Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:
a/ Approve the minutes of the 117th Board meeting
Resolution 2015-02: Approve the minutes of the 117th Board meeting
RESOLVED that the minutes of the 117th meeting of the Board of Trustees, held on November 15-16, 2014 in Honolulu, Hawaii, USA are approved.
b/ Ratify the e-vote to approve Staff Code of Ethics
Resolution 2015-03: Approve the Staff Code of Ethics and Business Conduct
RESOLVED that the e-vote held January 16 to 23, 2015, approving the Staff Code of Ethics and Business Conduct is ratified. The e-vote passed unanimously. The resolution in the e-vote was:
RESOLVED, The ISOC Board of Trustees approves the Staff Code of Ethics and Business Conduct as presented, understanding that non-substantive editing may be required on the Code, and requests that it be put into effect.
Resolution 2015-04: Approval of the 2015 IAB slate
RESOLVED, that the 2015 IAB slate consisting of the following individuals is approved:
Ralph Droms, Cisco
Russ Housley, Vigil Security, LLC
Robert Sparks, Oracle
Andrew Sullivan, Dyn (Dynamic Network Services, Inc.)
Dave Thaler, Microsoft
Suzanne Woolf, Independent consultant
FURTHER RESOLVED, that the Internet Society Board of Trustees thanks the IETF Nominations Committee and its Chair, Michael Richardson, for their time and hard work.
Resolution 2015-05: Modify the statutory purpose of the ISOC Geneva branch
RESOLVED, that the statutory purpose of the Geneva branch be modified to say:
Promouvoir globalement un dialogue ouvert sur la politique, la technologie et le développement future de Internet entre les utilisateurs, sociétés, gouvernement et autres organisations; assurer la liaison avec les organisations internationales importantes présentes à Genève sur les questions essentielles pour Internet; soutenir les Chapitres de Internet Society, et recruter de nouveaux membres; promouvoir les objectifs de Internet Society, en particulier en Europe, au Moyen-Orient et en Afrique. Soutenir tous les objectifs de Internet Society et, parmi ses autres activités, organiser des conferences et congrès en Suisse et à l’étranger dans les domaines scientifique et culturel liés aux activités de Internet Society, ses Chapitres et ses membres.
(English translation)
To promote open dialogue on Internet policy, technology, and future development among users, companies, governments, and other organizations globally; to liaise with key international organizations located in Geneva on issues of importance to the Internet; to support Internet Society Chapters, as well as to recruit new members; and to promote the objectives of the Internet Society, particularly in Europe, the Middle East and Africa. To support all Internet Society goals and, among other activities, organize conferences and congresses in Switzerland and abroad in the scientific and cultural fields related to the activities of the Internet Society, its Chapters, and its members.
Resolution 2015-06: Approve the minutes of the 118th Board meeting
RESOLVED that the minutes of the 118th meeting of the Board of Trustees, held February 2, 2015 via teleconference, are approved.
Resolution 2015-07: Welcome new chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society India Trivandrum Chapter, which was chartered and approved since the last Board meeting.
Resolution 2015-08: Approve the proposal for ISOC positioning and branding
RESOLVED, that the Board approves the proposal for ISOC positioning and branding using non-recurring PIR funds.
Resolution 2015-09: Convening a global general meeting
RESOLVED: that the Board of the Internet Society wishes to convene a global general meeting of the Society in conjunction with the Annual General Meeting of the Board in July 2015 and authorizes the staff to organize such a meeting.
Resolution 2015-10: Accept a petition to form a Chapters Advisory Council
RESOLVED, that the Board accepts the petition to form a Chapters Advisory Council and directs staff to send the proposed Charter to the Chapter leaders to confirm that there is a consensus for this proposed Charter.
Resolution 2015-11: Allocating the 2014 budget surplus
RESOLVED: that the Board accepts the preliminary report from the CFO that there is likely to be a positive surplus from the 2014 budget. The Board agrees with the staff recommendation that about half of the surplus be added to the Continuity Funds held for ISOC’s future financial stability and that the remaining funds to be earmarked for a project with long-term impact. With respect to the earmarked fund, staff is directed to advise the Finance Committee concerning the intended use and accounting.
Resolution 2015-12 Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:
a/ Approve the minutes of the 119th meeting of the Board of Trustees.
Resolution 2015-13: Approve the minutes of the 119th Board meeting
RESOLVED that the minutes of the 119th meeting of the Board of Trustees, held February 14-15, 2015 in Singapore are approved.
b/ Ratify the e-vote to approve the Board and Officer Code of Ethics
Resolution 2015-14: Ratify the e-vote to approve the Board and Officer Code of Ethics
RESOLVED that the e-vote held March 3 to 10, 2015 to approve the Board and Officer Code of Ethics is ratified. The e-vote passed unanimously. The resolution in the e-vote was:
RESOLVED, the ISOC Board of Trustees approves the Board and Officer Code of Ethics as presented, understanding that non-substantive editing may be required on the code.
c/ Ratify the e-vote to appoint members to the PIR Board of Directors
Resolution 2015-15: Ratify the e-vote to appoint members to the PIR Board of Directors
RESOLVED that the e-vote held March 31 to April 7, 2015 to appoint members to the PIR Board of Directors is ratified. The e-vote passed unanimously, except for Eric Burger and Desiree Miloshevic, who abstained. The resolution in the e-vote was:
RESOLVED, the ISOC Board of Trustees appoints the following people to the Board of Directors of the Public Interest Registry for terms beginning in mid-2015:
- Maarten Botterman, for a term of one year
- Eric Burger, for a term of two years
- Ingrid Srinath, for a term of three years
d/ Ratify the e-vote to approve the Chapter Advisory Council charter
Resolution 2015-16: Ratify the e-vote to approve the Chapter Advisory Council charter
RESOLVED that the e-vote held April 4 to 11, 2015 to approve the Chapter Advisory Council charter is ratified. The e-vote passed unanimously. The resolution in the e-vote was:
WHEREAS, the Board accepted the petition to from a Chapter Advisory Council and directed the staff to circulate the proposed charter to the Chapter leaders to confirm that there is a consensus for the proposed Charter; and
WHEREAS, the proposed charter was reviewed by the Chapter leaders and by ISOC counsel and revised based on their comments;
RESOLVED, that the Board approves the revised charter for an ISOC Chapter Advisory Council and directs the staff to facilitate the establishment of the Chapter Advisory Council.
Resolution 2015-17: Approve revised policy statement for the Internet Endowment
RESOLVED that the Board approves the Policy for the Endowment for the Sustainability of the Internet Engineering Task Force as presented.
Resolution 2015-18: Welcome new chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Montenegro Chapter, which was chartered and approved since the last Board meeting.
Resolution 2015-19: Recognition of outgoing PIR Board member
RESOLVED, that the ISOC Board of Trustees extends its gratitude to Erik Huizer for his service again on the PIR Board of Directors from June 2010 to June 2015.
Resolution 2015-20: Accept the 2015 Nominations Committee report
RESOLVED that the report of the 2015 Nominations Committee is accepted.
Resolution 2015-21: Reject the challenge to Alice Munyua’s candidacy on the ISOC Board of Trustees
RESOLVED, that the Board rejects the challenge and authorizes the President to advise the challenge author and Alice Munyua of its decision.
Resolution 2015-22: Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:
a/ Approve the minutes of the 120th meeting of the Board of Trustees
Resolution 2015-23: Approve the minutes of the 120th Board meeting
RESOLVED that the minutes of the 120th meeting of the Board of Trustees, held on April 21, 2015 via teleconference are approved.
b/ Approve the minutes of the 121st meeting of the Board of Trustees
Resolution 2015-24: Approve the minutes of the 121st Board meeting
RESOLVED that the minutes of the 121st meeting of the Board of Trustees, held on April 24, 2015 via teleconference are approved.
c/ Ratify the e-vote authorizing staff to establish a legal presence in the European Union
Resolution 2015-25: Establishing a Legal Presence in the European Union
RESOLVED that the e-vote held May 28 to June 5, 2015, authorizing staff to establish a legal presence in the European Union is ratified. The e-vote passed unanimously. The resolution in the e-vote was:
WHEREAS the Board of Trustees of the Internet Society resolved at its 90th meeting in October 2011 to authorize ISOC to establish legal presences in global locations for the purpose of supporting the ISOC mission; and
WHEREAS forming a non-profit entity in the European Union will avail ISOC to potential funding sources to support the ISOC mission;
BE IT RESOLVED that the Board of Trustees authorizes ISOC to establish a legal presence in the European Union for the purpose of supporting the ISOC mission. Activities of this legal presence are limited to activities that do not affect the non-profit status of the Internet Society.
Resolution 2015-26: Welcome new Dominican Republic Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Dominican Republic Chapter, which was chartered and approved since the last Board meeting.
Resolution 2015-27: Welcome new Tanzania Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Tanzania Chapter, which was chartered and approved since the last Board meeting.
Resolution 2015-28: Accept the Elections Committee Report
RESOLVED that the Report of the 2015 Elections Committee is accepted.
Resolution 2015-29: Accept the Governance Committee Report
RESOLVED that the Report of the Governance Committee is accepted.
Resolution 2015-30: Accept the Finance Committee Report
RESOLVED that the Report of the Finance Committee is accepted.
Resolution 2015-31: Accept the 2014 Independent Auditors Report
RESOLVED, that the 2014 Independent Auditors Report is accepted, in reliance on the PIR 2014 Independent Auditors Report as accepted by the PIR Board on May 11, 2015.
Resolution 2015-32: Accept and convey actionable items for the 2015-2016 Board of Trustees
RESOLVED, The Board of Trustees accepts as accurate the following Summary of Agreed Board Actionable Items
BE IT FURTHER RESOLVED that the Board of Trustees conveys this Summary of Agreed Board Actionable Items to the 2015-2016 Board of Trustees.
Summary of Agreed Board Action Items
At a planning retreat held in January 2014, the Internet Society Board of Trustees decided that:
1.) ISOC exists to advance the deployment and evolution of a global, open and trusted Internet available to everyone on the earth;
2.) ISOC is a global, trusted, authoritative leader that gets things done; and
3.) ISOC should focus on three strategic priorities:
I. Maintain and strengthen multi-stakeholder processes for advancing global and local Internet Governance;
II. Advance core infrastructure and evolution of Internet technology; and
III. Promote the robustness and resiliency of Internet security through technical standards and deployment.
The Board’s decisions and priorities set the Internet Society on a refocused path to meet challenges facing the Internet and ISOC in the years ahead. Staff presented the Board with a revised 2014 work plan and, subsequently, a 2015 Action Plan and Budget which was approved by the Board. The 2013-2014 Board considered these priorities so crucial to the continued success of the Internet Society that they resolved to convey them in a Summary of Board Action Items to the 2014-2015 Board. Now, at the close of its own term, the 2014-2015 Board also takes the opportunity to convey these decisions and priorities to the 2015-2016 Board, as well as the following additional recommendations:
I. Continue support for the 2015 Internet Society Action Plan, including its strategic and operational objectives;
II. Continue support for 2014-2015 Board-approved initiatives in the areas of ISOC technology improvements, and ISOC positioning and branding; and
III. Continue support for using a portion of the 2014 budget surplus for projects with long-term impacts, such as website curation and chapter grants.
Resolution 2015-33: Approval of the Minutes of Board Meeting 122
RESOLVED, that the minutes of Meeting 122 of Internet Society Board of Trustees held by teleconference June 29, 2015 are approved.
Resolution 2015-34: Accept the Summary of Agreed Board Action Items from the 2014- 2015 Board of Trustees
RESOLVED: The ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2014-2015 Board of Trustees.
Resolution 2015-35: Recognition of outgoing Trustees
RESOLVED, that the board thanks outgoing Board of Trustees members Eric Burger, Keith Davidson, Dave Farber and Rudi Vansnick for their dedication and outstanding service to the Internet Society.
Resolution 2015-36: Appoint a liaison to the IETF Nominations Committee
RESOLVED, that the ISOC Board appoints John Levine as ISOC Liaison to the IETF Nominations Committee for the 2015-2016 term.
Resolution 2015-37: Appoint the Executive Committee
RESOLVED, that the Board creates an Executive Committee and appoints Narelle Clark, Jason Livingood and Hans Peter Dittler as members of the committee, along with Kathy Brown (President & CEO), Sean Turner (Treasurer), Scott Bradner (Secretary) and Bob Hinden (Chair of the Board) who serves as chair of the committee.
Resolution 2015-38: Appoint the Audit Committee
RESOLVED, that the Board creates an Audit Committee and appoints Gihan Dias as chair and Narelle Clark, Walid Al-Saqaf, and John Levine as members of the committee.
Resolution 2015-39: Appoint the Finance Committee
RESOLVED, that the Board crates a Finance Committee and appoints Jason Livingood, Gonzalo Camarillo and Hiroshi Esaki as members of the committee, along with Kathy Brown (President), and Sean Turner (Treasurer) who serves as chair of the committee.
Resolution 2015-40: Appoint the Compensation Committee
RESOLVED, that the Board creates a Compensation Committee and appoints John Levine, Gonzalo Camarillo, Desiree Miloshevic and Sean Turner as members of the committee, along with Bob Hinden (Chair of the Board) who serves as chair of the committee.
Resolution 2015-41: Appoint the chair of the Nominations Committee
RESOLVED, that the Board creates a Nominations Committee and appoints Narelle Clark as chair of the committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.
Resolution 2015-42: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates an Elections Committee and appoints Hans Peter Dittler as chair of the committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.
Resolution 2015-43: Appoint the Governance Committee
RESOLVED, that the Board creates a Governance Committee and appoints Desiree Miloshevic as chair of the committee, and Bob Hinden, Scott Bradner, Gihan Dias, Hans Peter Dittler, Walid Al-Saqaf and Alice Munyua as members of the committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this committee.
Resolution 2015-44: Thanking the community and staff for the success of InterCommunity 2015
RESOLVED that the Board sincerely thanks the Internet community in 15 nodes and in countless homes, offices and other locations around the world for making InterCommunity 2015 an outstanding success. Further, the Board congratulates and thanks the ISOC staff and volunteers for all their effort in developing and supporting this exceptional event.
Resolution 2015-45: Approve the minutes of the 123rd Board meeting
RESOLVED that the minutes of the 123rd meeting of the Board of Trustees, held 6-8 July 2015 in Auckland, New Zealand, are approved.
Resolution 2015-46: Appoint members of the ISOC 2015-2016 Nominations Committee
RESOLVED that Keith Davidson, Gihan Dias, Hiroshi Esaki, Dave Farber, Jason Livingood and Scott Mansfield be appointed as members of the Nominations Committee chaired by Narelle Clark.
Resolution 2015-47: Appoint members of the ISOC 2015-2016 Elections Committee
RESOLVED that Alice Munyua, Tero Mustala, Kris Seeburn and Sean Turner be appointed as members of the Elections Committee chaired by Hans Peter Dittler.
Resolution 2015-48: Update the ISOC Procedures for Selecting Trustees
RESOLVED That the current ISOC Procedures for Selecting Trustees be updated as follows:
1) change the paragraph:
Eligibility to Participate in Election (Organizational Member)
An Organizational Member may participate in the election process if they are in good standing as of the preceding December 31. Any disputes regarding eligibility must be resolved by the President of the society or his/her delegate within 31 days of this cutoff date.
An Organizational Member is deemed to be in good standing if their most recent payment due is paid in full, or no more than X days past due where X is:
- 60 days for annual payments;
- 30 days for quarterly payments;
- 15 days for monthly payments.
to read:
Eligibility to Participate in Election (Organizational Member)
An Organizational Member may participate in the election process if they are in good standing at the election eligibility cut-off date which shall be two business days before the elections start date. Any disputes regarding eligibility must be resolved by the President of the Society or his/her delegate within 10 business days of this cut-off date.
An Organizational Member is deemed to be in good standing if their membership dues as of the preceding December 31 are paid in full by the election eligibility cut-off date. The list of Organizational Members in good standing is to be certified for the election by the Internet Society CFO and published on the ISOC web site.
2) change the paragraph:
Eligibility to Participate in Election (Chapter)
An Chapter may participate in the election process if they are in good standing as of the preceding December 31. Any disputes regarding eligibility must be resolved by the President of the society or his/her delegate within 31 days of this cutoff date.
A Chapter is deemed to be in good standing if they are included in the list of active Chapters that is periodically issued by the ISOC VP-Chapters. The process followed by the VP-Chapters must allow for reasonable appeal in the case of a Chapter not agreeing with the list contents.
to read:
Eligibility to Participate in Election (Chapter)
A Chapter may participate in the election process if they are in good standing at the election eligibility cut-off date which shall be two business days before the elections start date. Any disputes regarding eligibility must be resolved by the President of the Society or his/her delegate within 10 business days of this cut-off date.
A Chapter is deemed to be in good standing if they are included in the list of active Chapters that is certified for the election by the Internet Society CFO and published on the ISOC web site.
Resolution 2015-49: Approval of the 2016 Elections Timetable
RESOLVED, that the ISOC 2016 Elections Timetable is approved.
- Call for Nominations opens: Monday, 19 October 2015
- Nominations period closes: Monday, 21 December 2015
- Nominations Committee deliberations end: Friday, 12 February 2016
- Candidates announced. Petition period opens: Friday, 19 February 2016
- Petition period closes: Friday, 4 March 2016
- Final candidate slate announced: Wednesday, 9 March 2016
- Election eligibility cut-off date: Thursday, 17 March 2016
- Elections start date: Ballots posted. Voting opens: Monday, 21 March 2016
- Voting closes. Ballots counted: Wednesday, 20 April 2016
- Certification of election & publication of provisional results. Challenge period opens: Monday, 25 April 2016
- Challenge period closes: Monday, 2 May 2016
- Challenge response period ends. Results finalized and announced: Monday, 9 May 2016
Resolution 2015-50: Approve the minutes of the 124th meeting of the ISOC Board of Trustees
RESOLVED that the minutes of the 124th meeting of the Board of Trustees, held 16 September 2015 in Half Moon Bay, California, USA are approved.
Resolution 2015-51: Welcome the new ISOC Ireland Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Ireland Chapter, which was chartered and approved since the last Board meeting.
Resolution 2015-52: Welcome the new Internet of Food Special Interest Group
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet of Food Special Interest Group, which was chartered and approved since the last Board meeting.
Resolution 2015-53: Approval of the call and timetable for the 2016 PIR director selections
RESOLVED, that the call for nominations for the 2016 PIR Director selections is approved as presented and the following selection timetable is adopted:
PIR Board of Directors Appointment Process Timetable
- Board Approves Call: On or before October 30, 2015
- Application Period Begins: October 31, 2015
- Application Period closes/NomCom Review Begins: November 30, 2015
- NomCom Review Ends/Slate sent to ISOC Board for Review: February 19, 2016
- Board Review & E-vote: February 19, 2016 - March 18, 2016
- New Directors Informed & Two Month On-Boarding Process Begins: March 21, 2016
- Two Month On-Boarding Ends: May 23, 2016
- New Directors Seated: May 23, 2016 or later.