13 June 2025
Augustine Hotel
Letenská 12/33
Monastic Room
118 00 Malá Strana, Czechia
and Videoconference
- 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.
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
- Sally Wentworth, President and CEO, non-voting
Staff:
- Sarah Armstrong, Executive Director, ISOC Foundation
- Katie Bengaard, Senior Vice President, Strategy, ISOC
- Yogesh Khanna, Managing Director, ISOC
- Ilona Levine, General Counsel and Corporate Secretary, ISOC
- Chris 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:
- Flávio Rech Wagner, Chair, ISOC Chapters Advisory Council (ChAC) Steering Committee
- Theresa Swinehart, Senior Vice President of Global Domains and Strategy, ICANN
- Steve Song, Senior Director, Infrastructure Mapping and Development, ISOC
- Michuki Mwangi, Distinguished Technologist, Internet Growth, ISOC
- David Belson, Co-Chair, ISOC Organization Member Advisory Council (OMAC)
Open to Observers Session
1. Welcome, Apologies, and Declaration of Conflicts – Sally Wentworth
Ms. Wentworth called the ISOC Board of Trustees meeting to order in Open to Observers Session on Friday, 13 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 ISOC Board of Trustees.
Pursuant to the Procedure for Conducting Election of Officers of the Board, 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 the Closed Executive Session at 7:06 UTC. All participants, except Ms. Wentworth and voting trustees left the room. Mr. Hardie also left the room.
After deliberations, the meeting resumed in Open to Observers Session at 7:35 UTC.
Ms. Wentworth provided a summary of the trustees’ discussion and their interest in diverse candidates for the chair role, as well as succession planning.
Mr. Hardie was elected as Chair by the board with 11 votes in favor and two abstentions. Mr. Hardie assumed office of Chair and presided over the remainder of the meeting.
3. Annual Election of Other Officers – Ted Hardie
PURPOSE: to elect other officers of the ISOC Board of Trustees.
Mr. Kuarsingh previously expressed his interest to serve as Treasurer and Mr. Hardie inquired if any other trustees wanted to serve as Treasurer; no other trustees expressed an interest. Trustees used the opportunity to thank Ms. Thomson for serving as Treasurer.
The board went into Closed Executive Session at 7:40 UTC and resumed in Open to Observers Session at 7:55 UTC.
The board elected Mr. Kuarsingh as Treasurer with 12 votes 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 7:58 UTC and resumed in Open to Observers Session at 8:03 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. Appointment of Committee Chairs and Members – Ted Hardie
PURPOSE: to appoint committee chairs and members.
Resolution 2025-X: Appoint Chairs and Members of Committees of the Board
RESOLVED, that the Internet Society 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: Ted Hardie
Members: Olufunke Baruwa, Ramanou Biaou, Brian Haberman, Russ Housley, Barry Leiba, Caleb Ogundele
Elections Committee*
Chair: Sagarika Wickramasekera
Members: Maureen Hilyard, Charles Mok, Laura Thomson
Non-Voting, Ex-Officio Member: CEO
Executive Committee
Chair: Ted Hardie
Members: Victor and Charles and Barry
Non-Voting, Ex-Officio Member: CEO
Finance Committee
Chair: Victor Kuarsingh
Members: Ramanou Biaou, Ted Hardie, Kathleen Moriarty
Non-Voting, Ex-Officio Member: CEO
Governance Committee
Chair: Charles Mok
Members: Ramanou Biaou, Brian Haberman, Maureen Hilyard, Barry Leiba, Sagarika Wickramasekera
Non-Voting, Ex-Officio Member: CEO
Leadership Continuity Committee
Chair: Olufunke Baruwa
Members: Ted Hardie, Russ Housley, Victor Kuarsingh, Barry Leiba, Caleb Ogundele
Non-Voting, Ex-Officio Member: CEO
Nominations Committee*
Chair: Kathleen Moriarty
Members: Olufunke Baruwa, Ted Hardie, Victor Kuarsingh
PIR Nominations Committee
Chair: Barry Leiba
Members: Ramanou Biaou, Charles Mok, Kathleen Moriarty, Caleb Ogundele, Sagarika Wickramasekera
*Note: appointment of additional members to the Elections and Nominations Committees will occur at the later date.
The resolution passed unanimously.
5. Appointment of Liaison to the IETF Nominations Committee – Ted Hardie
PURPOSE: to appoint a liaison to the IETF Nominations Committee.
Resolution 2025-X: Appoint a Liaison to the IETF Nominations Committee
RESOLVED, that the Internet Society Board of Trustees appoints Russ Housley as Internet Society Board Liaison to the IETF Nominations Committee for the 2025-2026 term.
The resolution passed unanimously.
6. Approval of Board Meeting Dates and Locations – Ted Hardie
Resolution 2025-X: Approve Dates and Locations for 2025-2026 Board Meetings
RESOLVED, that the Board of Trustees approves the following dates for its meetings in 2025 and 2026 provided it remains practical to travel and meet in the determined locations.
- 2025 Retreat: 6-7 September in Vancouver, Canada
- 2025 Q4 Meeting: 8-9 November in Montreal, Canada
- 2026 Q1 Meeting: 5-6 March in Mumbai, India
- 2026 Annual General Meeting: 27-28 June in Eastern Canada (exact location to be determined)
The resolution passed unanimously.
7. Welcome to New Chapters and SIGs – Ted Hardie
Resolution 2025-X: Welcome to New Chapter
RESOLVED, that the Internet Society Board of Trustees extends a warm welcome and congratulations to the new North Macedonia Chapter.
The resolution was passed by acclamation.
8. ChAC Chair Report – Flávio Rech Wagner
Mr. Wagner presented the ChAC Report highlighting the ChAC Action Plan and priorities, which included creating more meaningful opportunities for engagement of chapters and members, enhancing communication and cooperation with ISOC and ISOC Foundation staff and the board, and revising the ChAC rules and procedures. Mr. Wagner described how the concrete actions of ChAC helped removed barriers for new chapters, including the fact that newly chartered chapters are now eligible for chapter administrative funding in their first year. There is also a new chapter formation checklist in progress to assist with chapter creation. Mr. Wagner also provided an update on the chapter content archive project.
Mr. Wagner thanked staff for their cooperation and communication regarding the quarterly leadership calls, as well as for making the NonProfit Builder resource available to assist chapters in formation and bolstering operations.
Mr. Wagner also shared chapter statistics: there are 119 current chapters; 11 chapters in rejuvenation; and 30 chapters without representation on ChAC calls.
Discussion ensued with trustees inquiring about increasing representation from chapters and exploring ways in which representation could be increased. Conversation also focused on the chapter rejuvenation process, community communications, and community engagement staff support. Trustees thanked Mr. Wagner for joining them in person.
The board recessed at 8:56 UTC and resumed in Open to Observers Session at 9:15 UTC.
9. President and CEO’s Report – Sally Wentworth
Ms. Wentworth provided her President and CEO Report, emphasizing the “all of ISOC approach” to ensure that all parts of ISOC and the Foundation are working together in support of the organization’s mission, goals, and objectives. In addition to the status of the co-funds and building the internal infrastructure to support that, other key work included: simplifying ISOC processes to be more efficient and effective; ensuring greater strategic alignment between ISOC and the Foundation; improving the measurement framework to better assess impact; identifying trusted partners to help ISOC achieve its mission; and greater community engagement. Ms. Wentworth also provided an update on the accessibility project noting that work is well underway and that ISOC’s websites score quite well on accessibility.
Discussion ensued with trustees inquiring about the multi-stakeholder model and technical requirements of the Internet, community workshops, online advocacy training, and the accessibility of legacy websites.
10. Update on ISOC Activities – Yogesh Khanna
Mr. Khanna shared his observations from his first two months on the job including the unique strength of ISOC’s global workforce and their commitment to the ISOC mission, the breadth and complexity of ISOC’s technical work, and the importance of communicating impact and mobilizing the ISOC and donor communities. He also identified opportunities for organizational efficiencies including restructuring administrative responsibilities and functions, streamlining workloads, rightsizing internal technology and tools, shifting teams and mindsets to a business partner approach, and creating better alignments with the Foundation. Operational excellence and financial resilience will be the core values driving the work and improvements and will focus Mr. Khanna’s work over the coming months.
Year to Date Progress on Action Plan – Katie Bengaard
Ms. Bengaard provided an update on the first quarter progress of the Action Plan, including the status of community centered connectivity, affordable and reliable access to the Internet, online trust and safety, an open and trustworthy Internet, Internet insights and innovation, and community and partner mobilization. In addition to highlighting the status of success measures for each, Ms. Bengaard addressed the various transformations underway to ensure the work is successful.
Discussion ensued with various topics raised including links to accessibility work, vulnerable communities, expanding the alumni program and function, and measuring the impacts of the policymaker program.
Closed Executive Session
The board recessed at 10:18 UTC and resumed in Closed Executive Session at 11:20 UTC where the following topics were discussed.
11. ICANN Session – Theresa Swinehart
Ms. Swinehart spoke about ICANN’s collaboration with ISOC and highlighted near term and future priorities for ICANN.
12. CFO’s Report – Sae Park
Ms. Park presented the first quarter financial results.
13. Finance Committee Report – Victor Kuarsingh
Mr. Kuarsingh presented the Finance Committee report.
14. Audit Committee Report – Sagarika Wickramasekera
Ms. Wickramasekera presented the Audit Committee report.
15. Open Fibre Data Strategy and Recommendations – Steve Song and Michuki Mwangi
Mr. Song and Mr. Mwangi presented the Open Fibre Data Strategy and associated recommendations.
16. Organizational Risk Discussion – Sally Wentworth, Ilona Levine and Sae Park
Ms. Wentworth, Ms. Levine, and Ms. Park presented details related to organizational risk and the board engaged in discussion.
The meeting resumed in Open to Observers Session at 14:50 UTC.
Open to Observers Session
17. OMAC Chair Report – David Belson
Mr. Belson provided the OMAC report focusing on the details of the three roundtables delivered to date this year and the desire to increase roundtable attendance from both OMAC member representatives, as well as other interested parties within their organizations.
Trustees thanked OMAC for hosting the roundtables, which are informative, and explored opportunities for increasing participation. Ms. Wentworth and Mr. Hardie also shared organizational efforts to bring the entire ISOC community together to achieve impact and highlighted ways in which organizational members might engage, as well as opportunities to better streamline messaging to the OMAC.
15. Approval of Internet Society Change of Principal Address – Ted Hardie
Resolution 2025-X: Approve Internet Society Change of Principal Address
WHEREAS, Internet Society has determined it will close its physical office location in Reston, Virginia 20190 and transition to a virtual principal office; and
THEREFORE, BE IT RESOLVED, Internet Society Board of Trustees hereby approves and authorizes the transfer of the principal office of Internet Society from: 11710 Plaza America Drive #400, Reston, Virginia 20190, United States of America to: 1551 Emancipation Highway #1506, Fredericksburg, Virginia 22401, United States of America;
RESOLVED FURTHER, that the officers of the Company are authorized and directed to take all necessary actions to effectuate this address change, including but not limited to updating records with the Virginia Secretary of State and notifying all relevant parties of the change.
The resolution was passed by acclamation.
15. Adjournment – Ted Hardie
With no other business, Mr. Hardie adjourned the meeting at 15:07 UTC.