[Chapter-delegates] ISOC Board meetings are happening this weekend. Here is how you can listen to them.

[Sullivan Andrew]

Dear colleagues,

On Fri, Nov 19, 2021 at 10:57:44AM -0500, George Sadowsky wrote:
>
>> On Nov 19, 2021, at 7:16 AM, Christian de Larrinaga <cdel at firsthand.net> wrote:
>
>> What the follow up is for PIR following the attempted divestment of PIR? How the flows of responsibilities, funds and accountability is working across these activities/organisations? How chapters as a board constituency are being engaged in the structure of those activities?
>
>I'd welcome Andrew's and Ted's comments on this and copying them explicitly.

There isn't really any follow-up for PIR as a result of the failure of that transaction.  PIR already had a solid business plan and excellent management, which is what made them attractive to others; and as I said repeatedly at the time, if the Internet Society had had significant diversity in its funding sources then we would have been foolish to accept the transaction.

Given ICANN's decision and the reasoning they published, there is no practical means by which any such transaction could be pursued again.  Parts of this community were vehement that they believed any such decision would need to be discussed at length in the community before being taken; but as a practical business matter, such a protrated and public discussion of the future would be bad for PIR and its operations, so I don't think it would be wise (since it would inevitably tend to devalue the very operation that might be attractive to a buyer).  So, as I said when the tranaction was not approved, PIR is not for sale.  Their business plan and management remain excellent.

PIR is governed by a separate board appointed by the Internet Society Board of Trustees.  Nominations are open for that board -- I believe I saw the announcement on this list yesterday -- and I would encourage people to stand for appointment if they are so inclined.  I function as a liaison from the ISOC board to the PIR board, and the PIR board makes regular reports to the ISOC board.  Because PIR is a supporting organization of the Internet Society, ultimately the accountability lands with the ISOC board.  (Supporting organizations are a feature of US non-profit law that are roughly akin to subsidiaries in for-profit corporations, though there are some differences that are probably too detailed for the purposes of this discussion.)

PIR has more than one charitable purpose, but its primary one is to support the Internet Society's mission and activities.  Therefore, proceeds from PIR after expenses flow to the Internet Society or, at the Internet Society's direction, to another purpose in line with the Internet Society's own charitable purposes.  These days, above a certain base amount (in the 2021 budget it was $35,000,000), the money is sent to the Foundation so that the Foundation can us it for its philanthropy.  (That's how Beyond the Net and the IETF get funds, for instance).

Chapters are responsible for selecting 4 of the 12 community-selected trustees.  I have always presumed that chapters will select trustees who share the concerns and outlook of chapters, but there is no formal rule about that.  Once appointed, trustees serve in their own right and have a fiduciary duty to the Internet Society as a corporation.

The Foundation is also governed by a board selected by the Internet Society trustees.  At present, that board is constituted as the membership of the Internet Society board, and at present I serve as the CEO of the Foundation as well as of the Internet Society.  The Foundation has a separate Executive Director, Sarah Armstrong.  Formally she reports to me, but as a practical matter she operates the Foundation in consultation with the Foundation board.  

I hope that provides the information you wanted.

Best regards,

A

-- 
Andrew Sullivan
President & CEO, Internet Society
sullivan at isoc.org
+1 416 731 1261