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From YouTube: Internet Society Board of Trustees Meeting 145
Description
Internet Society Board of Trustees Meeting 145
11 July 2019, video conference
Agenda available here: https://www.internetsociety.org/board-of-trustees/meetings/145/
B
Thank
you
so
welcome
to
the
I
sub
board
meeting
number
143.
We
have
a
pretty
tight
agenda
today,
so
so,
let's
get
started.
We
have
received
potential
regrets
from
pepper,
it's
very
late
where
he
is
right
now
and
Glenn
is
having
some
technical
problems
joining,
but
he
will
probably
join
shortly
and
then
all
the
other
trustees
are
here
and
as
the
new
elected
trustees
Amica
is
here
and
Mike
probably
will
enjoy
other
than
that
everyone.
B
Looking
at
the
agenda,
we
posted
anyone
has
any
conflict
of
interest
or
wants
to
recuse
himself
or
herself
from
any
point
in
the
agenda.
Okay,
good!
Then
we
should
be
okay,
so
we
can
actually
go
to
the
second
point,
which
is
just
document
as
I
said.
Just
I
always
stress
this
point.
It's
not
that
we
are
approving.
Anything
is
just
to
document
the
resolutions
that
we
approved
by
a
vote
so
John
you
want
to
introduce
them.
Yeah.
C
Like
you
said,
this
is
a
long
list
of
resolutions
that
we've
already
passed
about
halfway
down.
It
states
the
wheel.
There's
it's
there's
a
minor
editing
if
thing,
because
when
we
elected
Richard,
that's
treasurer,
it
wasn't
actually
a
resolution,
it
was.
It
was
an
election,
but
I'll
fix
that
of
the
minutes.
So
this
okay
good.
So
what's
that
yeah.
B
Thanks
yeah,
when
I
looked
at
that
I
was
confused.
That's
why
I
sent
you
an
email,
so
yeah,
let's
get
it
fixed,
but
anyway
the
important
thing
is
to
to
capture
that
decision.
So
thank
you,
okay.
So
then
we
move
on
to
item
number
3
on
the
agenda,
which
is
the
actionable
items
from
our
board
that
we
want
to
basically
pass
it
within
export
and
basically
we
had
two
issues.
The
first
one
is
something
that
yeah
and
Kevin
is
scrolling
down
exactly
there.
B
So
the
first
one
is
something
we
always
have
because,
as
you
know,
our
actions
plans
at
our
action
plans
have
traditionally
gone
from
from
January
to
December,
while
our
board
it
goes
from
8:00
a.m.
to
8:00.
So
in
that
sense
we
have
to
actually
transition
in
the
middle,
and
so
you
know
something
that
we
sent
to.
The
future
board
always
is
to
continue
support.
They
agreed
action
plan
and
that's
point
number
one
point
number
two
is
that
we
have
been
discussing
with
staff,
in
particular
with
Sally
the
restructuring
and
redesign
of
the
eyesore
fellowship
program.
B
So
we
had
several
presentations
and
we
agreed
to
support
the
redesign
of
the
program
and
in
particular
they
monitor
implications
that
it
has,
because
you
know
we
need
a
budget
and
everything.
So
we
are
also
sending
the
recommendation
to
the
next
to
the
next
board
to
include
appropriate
funding
in
the
budget.
B
B
B
B
Good
okay,
so
they're
resolution
passes
unanimously
well
unanimously,
because
pepper
is
not
here.
Okay,
thank
you.
So
moving
on
to
point
number
four
in
the
agenda,
which
is
the
recognition
of
the
outgoing
PIR
board
members,
and
in
this
case
we
have
Roberto
Tosca
and
Suzanne.
So
as
usual,
you
know
we
we
thank
them
very
much
for
all
the
hard
work
they
did
well
on
the
PIL
board
and
I
need
again
someone
to
move
to
second,
so
hospital
moves
her
yoga
seconds.
B
And
again,
thanks
a
lot
for
for
the
hard
work
that
they
did
and
in
this
difficult
period
as
well,
there
were
a
lot
of
things
going
on,
so
so
thanks
a
lot
Robert,
autoscan
and
Suzanne,
then
we
have
a
bunch
of
committee
reports.
So
I
will
give
the
floor
to
the
committee
chairs
to
just
explain
briefly.
We
have
allocated
five
minutes,
but
don't
feel
pressure
to
to
feel
five
minutes.
B
E
B
F
B
Moves
the
seconds
so
there
is
the
resolution
I
will
read
it
is
the
resolution
is
to
accept
the
elections
committee
with
a
nice
result.
That
report
of
the
2018
to
19
election
committee
is
accepted
again.
I'm
gonna
ask
for
you,
know,
show
of
hands,
so
yes,
abstain
and
know
everybody
voting.
Yes,
everybody
abstaining
on
everybody
voting.
B
You
know
too
much
community
consultation
because
it
just
affects
the
timing,
and
people
will
have
plenty
of
time
and
besides,
because
it
made
sense
to
basically
have
people
vote
after
the
discussions
on
the
candidates.
It
seems
a
bit
weird
that
you
know
people
would
vote
before.
Even
you
know,
understanding
what
the
candidates
had
to
say
so
I
think
it's
kind
of
common
sense
to
atrophic.
So
so
that
was
kind
of
the
discussion
we
had
and
again
I
need
someone
to
move
on
someone.
So
Walid
moves.
That's
good,
okay,
Glen
seconds!
E
C
C
F
E
B
D
Thank
You
Gonzalo
I
believe
also
that
that
trustees
have
read
the
reports
that
was
sent
to
the
email
a
few
days
ago,
and
it's
I
also
like
to
thank
all
the
members,
and
that's
also
it
noted
in
the
report
to
all
the
committee
members
who
worked
very
hard
on
Tanner
hunts.
We
did
learn
when
night,
he
Roshi,
but
also
David
rolia,
who
was
there
first
time,
not
Apple
member,
like
Andrew
ex-officio
of
the
committee.
So
the
committee
wrote
the
report
with
some
recommendations
and
recommendations
were
actually
something
that
we
have
discussed
on
the
board
list.
D
It
was
a
quite
a
busy
year
for
the
Governance
Committee
and
the
report
lists
all
the
board
policies
and
documents
that
were
approved
by
the
board
and
it
notes
you
know
how
many
times
we
met
and
in
person
and
how
many
children's
meetings.
So
we
noted
that
the
documents
we
worked
on
web
part
of
the
annual
work
plan
and
those
where
the
Governance
Committee
guidance
to
the
NomCom
and
report
also
notes
that
some
of
these
policies
are
quite
a
iterative
nature
because
they
go
back
to
the
board
and
back
to
the
committee.
B
D
There
was
a
typo
there
here.
There
should
be
a
pass
back
to
the
whole
board
and
to
review,
so
you
know
trying
to
improve
the
cycles.
So
the
documents
that
the
committee
worked
on,
where
the
board
document
retention
and
management
policy,
that
included
mail
archive
policy-
and
we
also
discussed
the
storage
of
other
board
documents
and
the
travel
policy
of
trustees
that
was
adopted
in
February.
D
So
all
these
recommendations
are
in
the
report
as
to
areas
where
the
board
could
actually
dedicate
and
devote
some
more
time
to
think
about.
Whatever
is
understood
by
the
culture
and
the
the
program,
oversight
and
board
composition,
thinking
how
this
board
can
look
forward.
Who
would
be
the
next
board
members
and
whether
there
should
be
some
extra
effort
dedicated
to
think
about
future
nominations
and
an
ender
board
structure?
So
these
are
the
three
areas
that
were
flagged
in
the
board,
sauce
report
and
and
their
employee
in
the
report.
D
I
think
we,
apart
from
this,
improving
the
efficiency
of
the
committee,
it's
really
sometimes
trying
to
evaluate
the
realistic
time
it
takes
to
to
do
work,
and
we
also
noted
what
worked
well,
that
there
was
some
subcommittees
and
subgroups
and
some
documents
we
had
present
allocated
to
hold
the
pen.
So
the
mix
of
those
work
both,
and
that
is
a
recommendation
that
the
next
governments
ganas
committee
does
the
same.
D
However,
one
of
the
things
I
think
that
came
out
in
our
discussions
was
that
it
would
really
be
good
to
obtain
legal
support
for
someone
who
understands
corporate
governance
issues,
because
our
that
is
also
an
advice.
I
think
we
got
because
general
counsel
that
does
not
necessarily
understand
all
them,
for
example,
conflict
of
interest
issues
and
all
our
documents.
D
B
B
And
and
thanks
the
whole
committee
on
you,
of
course,
for
all
the
hard
work,
as
you
said,
this
was
indeed
a
busy
year.
Any
any
questions
for
this
area
or
the
committee
any
comments.
Okay,
then
we
move
on
to
to
passing
the
resolution
on
accepting
the
report.
So
I
need
someone
who
moves
okay,
so
well
it
moves
in
Olga
seconds.
Yes,
okay
and
again,
you
know
and
show
of
hands
so
who
votes
yes
and
abstentions.
B
B
So
moving
on
the
next
point
in
the
agenda,
it's
on
the
driver,
which
is
the
compensation
committee
report,
so
the
Compensation
Committee.
Actually
this
year
I
mean
we
did
what
we
did
every
what
we
do
every
year,
which
is
to
set
goals
for
the
CEO
and
evaluate
the
goals,
for
you
know
the
previous
year
with
this
year.
These
two
things
to
to
point
out
that,
basically
we
had
two
CEOs,
so
we
had
Cathy
until
September
and
then
Andrey
took
over.
So
we
did
this
for
Cathy
and
then
we
did
that
for
Andrew.
B
So
so
that
was
all
done
and
then,
if
you
go
to
the
to
the
committee
charter,
you
will
see
that
this
several
other
tasks
by
by
the
compensation
committee
that
they
are
more
about,
you
know
deciding
who
are
disqualified
persons
setting
up
you,
know,
guidelines,
force
in
your
executive
compensation,
etc,
etc.
I
mean
obviously
those
tasks
they
shouldn't
be
done
by
the
compensation
committee
itself.
It
should
be
done
in
collaboration
with
stuff
and
then
basically
you
know
we
would
approve
it
and
work
with
the
input
they
prepare.
B
Since,
as
you
know,
there
were
some
changes
in
in
the
structure
of
the
HR
function
in
particular,
who
is
basically
the
function
that
is
more
naturally,
you
know
able
to
deal
with
these
things.
I've
been
working
with
them
and
now
in
I
mean
it's
gonna
be
in
a
matter
of
days.
They
will
basically
send
me
a
proposal
to
how
you
know
we
we
could
work
with
the
Compensation
Committee
on
HR
to
decide
on
these
things
and
start
basically
from
from
the
AGM
on.
B
So
in
that
sense,
I
capture,
that
in
the
report
and
that's
basic,
the
only
thing
that
probably
is
worth
noting
that
you
know
we
will.
We
will
basically
make
sure
that
we
have
processes
in
place
to
work
on
on
those
other
tasks
which
which
you
know
involve
more
executives
than
just
Andrea.
As
I
said,
it's
is,
you
know,
disqualified
people,
like
you
know,
people
like
sandy
any
questions
or
comments.
B
B
B
Yeah
exactly
yeah,
okay
I
saw
some
messages
here.
Yes,
so
I'm,
just
counting
both
interested
and
so
the
executive
committee.
As
you
know,
we
were.
We
were
basically
restructuring
a
few
years
ago
with
the
intention
that
basically,
the
board
itself
deals
with.
You
know
most
of
the
things
that
the
executive
committee
used
to
deal
with.
It
has
been
working
quite
well
so
this
year
the
executive
committee
didn't
even
meet
so,
as
you
know,
we
have
formally
I.
Think
is
the
officers.
B
So
so,
basically
those
are
the
members
of
the
executive
committee,
but,
as
I
said
this
year,
there
was
nothing
to
to
talk
about
for
next
year.
We
intend
to
do
the
same
and
the
only
the
only
time
where
we
could
meet
or
we
we
would
need
to
meet,
is
if
there's
something
really
pressing,
really
urgent,
where
we
cannot
get
actually
the
whole
board
to
meet,
and
we
need
to
make
a
decision
in
a
matter
of
hours
or
something
like
that.
B
B
Okay,
good
so
again,
I
need
someone
to
move
on
someone
to
second,
so
Olga
moves
disarray
seconds.
Okay,
so
yes,
votes,
please
raise
your
hand,
abstentions,
no
votes
on
Glenn
votes.
Yes,
so
the
resolution
passes
unanimously.
Thank
you,
okay
and
then
moving
on
to
point
number.
Ten
on
the
agenda,
which
is
the
independent
auditors
report
and
John,
is
yours.
Thank.
C
You
every
year
excuse
me:
every
year,
I
started
an
independent
auditing
firm,
looks
at
I
Sox
financial
statements
and
reviews
it
with
the
audit
committee.
They
did
it
this
year.
They
were
very
happy
with
it.
One
thing
we
one
thing
we
do
is:
is
the
staff
steps
out
of
the
room
and
then
they
talk
privately
to
us
and
they
still
say
they
still
say
positive
things,
so
they,
the
audit.
The
auditors
are
totally
happy
with
our
report
and
they
signed
off
with
it.
C
B
B
B
B
B
B
E
B
D
B
C
The
Audit
Committee
did
the
same
thing
this
year.
It
does.
Every
year
we
approved
the
financial
statements
we
approved
in
nine.
Ninety
one
thing
we
did
not
do
was
to
accept
all
of
the
conflict
of
interest
statements
because
we
didn't
get
them
all.
I
think
this
is
something
we
need
to
talk
about
it
at
the
AGM
to
make
both
the
schedule
of
the
contents
of
the
of
the
CEO
is
more
formal
just
so
that
they're
more
consistent
and
we
have
them
all
but
the.
H
Know
it
sounded
like
a
great
great
report
but
I'd
like
the
details
John.
So
what
are
some
of
the
things
that
they
did
they
look
at
and
is
there
areas
that
they
identified
that
that
they
suggest
I'm
not
saying
improvement,
but
areas
that
that
could
actually
approve
in
certain
areas?
Is
there
anything
that
that
came
out
of
their
their
report,
rather
than
just
a
rubber
stamp.
C
Well,
memory
they're
just
looking
at
they're
just
looking
at
our
financials
and
they
do
what
what
auditors
always
do
I
mean
as
they
you
know
they.
They
they
test
the
various
things
you
know.
There's
you
know
they
look,
look
and
make
sure.
There's
documents
that
you
know
they
asked.
They
asked
for
documents
to
Matt
that
ensure
that
the
check
that
they
match
wits
with
which
in
the
report
and
no
they
they
really
had.
Nothing-
is
nothing
to
suggest
at
all.
They're
they're,
very
happy
with
Sandy's
performance,
great.
B
F
I
know
I'm
just
I'm
trying
to
unmute
it,
no
I,
it's
actually
nothing
to
do
with
the
reports
I.
Just
today,
I
had
a
interesting
conversation
with
a
friend
of
mine
who
was
telling
me
that
auditors,
when
they
write
an
articles
report
and
get
it,
you
know
the
opinion
and
whatever
and
then
when
it
is
signed
off
in
the
audit
report.
F
Auditors,
don't
carry
liability
I'm,
just
kind
of
curious
I
just
want
to
talk
that
because
we
can
have
it
offline
discussion,
but
I
heard
this
and
I
thought.
I
was
a
bit
confused
at
that
point.
Apparently
some
legal
systems.
The
auditors
do
not
carry
liability.
It
is
up
to
them
up
to
the
organization
that
takes
the
auditors
report
and
then
signs
it
off.
The
CEO
of
whoever
signs
of
the
auditor
or
the
CFO
of
committers
report
basically
drops
painting
it.
So
I
thought
that
was
it
just
a
comment.
I
just
wanted
to
make.
C
Yeah
we
can
talk
about
this
later.
You
know
in
the
u.s.
I
mean
all
the
auditors
are
saying.
Is
they
look
at
the
report
and
it
appeared
to
be
correct
and
they
they
specifically
say
that
if
they
were,
if
there
were
some
sophisticated
fraud
going
on,
they
might
not
have
detected
it
I.
Don't
think
anybody
thinks
there
is,
but
you
know
we
can
talk
about
Enron
and
Arthur,
Andersen
and
stuff
like
that,
but
I
think
about
the
best
time
to
do
that
is
over
pria
beverage
in
montreal.
Okay,.
F
B
We
can
talk
about
liability
discharge
and
all
that,
so
we
will
make
sure
that
we,
we
add
it
to
the
agenda
so
Oh,
it's
Mike,
okay,
so
Mike,
just
joined
okay,
welcome,
Mike
I
have
to
be
here
absolutely
okay.
Welcome!
Thank
you.
Okay,
so
now
to
to
get
again,
John
has
moved
on
while
it
has
second
seconded.
B
So
now
we
are
gonna,
try
to
accept
the
report
of
the
Audit
Committee
if
I
don't
get
any
more
questions:
okay,
Harris!
Oh
no,
okay,
I
thought!
That
was
another
question.
So
yes,
votes,
okay,
no
tane,
abstentions,
no
votes!
Okay,
I
need
Glen
to
tell
me
what
I'm
better
okay?
Yes,
yes,
so
the
resolution
passes
unanimously.
Thank
you.
I
saw
how
he's
raising
his
hand
and
I
thought
he
was
interrupting
me
again
exactly
okay,
thank
you.
The
solution
passes
unanimously,
then
we're
gonna
move
on
to
the
Finance
Committee
report
so
reject
floor.
Is
yours.
The.
I
I
First,
five
point
is
that
you
know
we're
doing
pretty
good
budget
wise
in
2018
we
were
a
little
under
on
revenue,
largely
due
to
shortfall
in
non
Piro,
some
things
like
sponsorship,
membership
revenue
which
I'll
come
to
a
bit
more
later,
but
we
had
some
some
shortfalls
and
spending
as
well,
which
made
up
for
that
more
to
do
to
not
hiring
quite
as
many
people
as
we
expected
to
so
things
that
things
came
out
in
the
wash
times
when
he
gets.
He
ended
up
well
within
budget.
I
Shaun
correct
me
if
I'm
wrong,
I'm,
like
every
him
as
a
this
report
last
year,
we're
still
working
with
Morgan
Stanley's,
all
the
financial
advisors,
to
manage
things
like
the
continuity
bond,
and
we
have
the
foundation.
Phones
need
endowments
all
these
things
that
we
have
invested
me
when
it's
going
over
the
past
course.
I
The
past
year
we've
been
transitioning
that
over
to
goldman
sachs
following
RFP
process
that
shouldn't
see
muller
engineer
and
the
committee
has
been
working
with
them
for
the
past
several
months
to
kind
of
estelle
most
of
the
bounds
you
know
within
which
they
should
be
looking
at
Investment
Co.
What
those
four
considerations,
what
risk
profiles
were
or
tolerances
are,
and
so
we've
got
a.
I
So
that's
that
I
think
it's
been
very
positive
so
far
when
we
it
looks
like
it
will
continue
next
year.
The
one
kind
of
forward-looking
thing
I
wanted
to
highlight
is
that
is
related
to
this
decline
in
non
PIR
revenues.
So
things
like
membership,
we've
all
heard
about
the
ongoing
issues
with
membership,
and
we
just
don't
know
highlight
that
as
something
that
we
should
keep
an
eye
on
from
a
financial
perspective,
because
when
you
pair
that
up,
you
know
the
the
non
PIR
revenue
with
the
public
support
tests.
I
That
dictates
how
much
revenue
we
can
take
from
PIR
into
isolux.
What
dictates
the
overall
budget
that
I
saw
can
have
so
as
we
just
on
the
flag
that
you
know
making
progress
on
stabilizing
or
increasing
that
non-caring
of
revenue
developing
new
sources
of
revenue.
An
option
should
be
a
priority
for
the
board
in
the
Finance
Committee
to
come
here.
B
B
Just
get
in
fact,
thanks
to
you
guys
and
a
Finance
Committee
I
mean
it's
always
some
really
important
to
check.
You
know
the
money
flow
and
everything
so
ok.
So
no
questions
I
need
someone
to
move.
Ok,
so
Olga
moves
and
and
hans-peter
seconds.
Yes,
okay,
good!
So
again,
yes,
votes!
Please
raise
your
hands;
okay,
abstentions!
B
I
So
this
is,
you
know,
as
we
were
ironically
saying,
kind
of
contrary
to
the
jokes
are
just
making
Shawn.
You
know
turned
over
to
the
next
right
here,
very
a
house
in
good
order,
so
I'm
very
appreciative
than
that
and
I'm
also
appreciative
that
you
know
the
past
couple
treasures.
Jason
Incheon
have
taken
a
long-term
view
to
developing
folks
and
having
continuity
and
treasurer
role
so
appreciative
to
shop
for
working
with
the
finance
community,
so
that
make
sure
there
are
candidates
to
succeed
him
and
and
having
a
really
quite
smooth
to
end
off
here.
I
It
so
I
personally
have
benefited
from
his
good
service.
I
think
we
all
benefit
in
terms
that
they
could
be
solid
financial
organization
here
and
the
good
relationship
we've
got
between
the
board
and
the
financial
team
sandy,
especially
well
that
Shawn
is
Lord.
You've
been
in
legal,
so
I
would
like
to
move
that
we
that
would
pass
this
resolution.
It's
in
the
agenda
recognizing
showing
career
services,
traitor,
okay,.