Minutes of Board Meeting No. 110

Author: S. Bradner
Date: 2014-04-01
Committee: BOT
Document: 14-110
Status: Confirmed
Maintainer: S. Bradner
Access: Unlimited

INTERNET SOCIETY

110th Meeting of the Board of Trustees of the Internet Society, April 1, 2014.

The ISOC Board of Trustees met from 1:31 PM to 3:29 PM UTC on Tuesday, April 1st via teleconference.

The following members of the Board of Trustees were present:

• Alain Aina
• Kathy Brown
• Eric Burger
• Dave Farber
• Bob Hinden
• Jason Livingood
• Desiree Miloshevic
• Theresa Swinehart
• Rudi Vansnick
• Bert Wijnen

Apologies were received from Narelle Clark, Keith Davidson and Raul Echeberria.

Also present:

• Scott Bradner (Secretary)
• Kevin Craemer (ISOC staff)
• Greg Kapfer (ISOC staff)
• Elizabeth Oluoch (ISOC staff)
• Chris Griffiths (IAOC Chair)
• Ray Pelletier (IAD)
• Maarten Botterman (PIR Chair)
• Brian Cute (PIR CEO)

Minutes taken by Scott Bradner.

I.  Welcome, Declaration of Conflicts

Bob called the meeting to order at 1:31 PM UTC.  He asked if anyone had any conflicts with any of the upcoming agenda topics. Theresa and Desiree said that they would recuse themselves from the PIR discussions.

II.  Consent Agenda 

(a) Approve the minutes of the 109th meeting of the Board of Trustees.
(b) Ratify the e-vote on approval of the minutes of the 106th meeting of the Board of Trustees.
(c) Ratify the e-vote to revise the 2014 elections timetable.
(d) Ratify the e-vote on the Board Governance Committee’s guidance to the Nomcom.
(e) Ratify the e-vote to appoint Arthur Reilly and Hartmut Glaser to the PIR Board of Directors.
(f) Ratify the e-vote to approve the 2014 IAB slate.

Jason moved to accept the consent agenda. Dave seconded the motion, which passed unanimously.

Resolution 14-07 Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda are approved and ratified:

a/ Approve the minutes of the 109th meeting of the Board of Trustees.

Resolution 14-08: Approve the minutes of the 109th Board meeting.
RESOLVED that the minutes of the 100th meeting of the Board of Trustees, held on January 30 in Santa Monica, California, is approved.

b/ Ratify the e-vote on approval of the minutes of the 106th meeting of the Board of Trustees

Resolution 14-09 Approval of minutes of the 106th board meeting
RESOLVED that the minutes of the 106th meeting of the Board of Trustees held November 22nd and 23rd in Buenos Aires, Argentina are approved.

c/ Ratify the e-vote to revise the 2014 elections timetable.

Resolution 14-10: Adopt revised elections schedule
RESOLVED that the ISOC Board of Trustees adopts the following revised elections timetable:

• Call for Nominations: 29 October 2013
• Nomination Period Closure:  28 December 2013
• Nominations Committee Deliberations Ends: 11 January 2014
• Candidates Announced, Petition Period Opens:  27 February 2014
• Petition Period Closure:  13 March 2014, 23:59 UTC
• Final Candidate Slate Announced/ Candidate Forum Begins: 14 March 2013
• Ballots Posted (e-mail):  25 March 2014
• Voting Closes, Election Date, Ballots Counted: 25 April 2014
• Certification of Election, Challenge Period Opens: 2 May 2014
• Challenge Period Closes:  7 May 2014
• Challenge Response Period Ends, Results Finalized/Announced: 12 May 2014
• Annual General Meeting: 27 June 2014

d/ Ratify the e-vote on the Board Governance Committee’s guidance to the Nomcom.

Resolution 14-11: Approve Board Governance committee guidance to the Nomcom
RESOLVED that the ISOC Board of Trustees adopts the Board Governance Committee Guidance to the 2014 Nomcom.

e/ Ratify the e-vote to appoint Arthur Reilly and Hartmut Glaser to the PIR Board of Directors.

Resolution 14-12: Approve appointment to the PIR Board of Directors.
RESOLVED that the ISOC Board of Trustees appoints Arthur Reilly and Hartmut Glaser to the PIR Board of Directors for the period starting at the beginning of the mid-year 2014 PIR Board meeting and ending at the end of the day before the start of the mid-year 2017 PIR Board meeting.
FURTHER RESOLVED, that the ISOC Board thanks the all of the people who were nominated for consideration for this position.

f./ Ratify the e-vote to approve the 2014 IAB slate.

Resolution 14-13: Approve the 2014 IAB slate.
RESOLVED, that the 2014 IAB slate consisting of the following individuals is approved:
IAB Slate Selection of Nomcom 2013
Mary Barnes, Polycom
Marc Blanchet, Viagénie (incumbent)
Ted Hardie, Google
Joe Hildebrand, Cisco
Eliot Lear, Cisco (incumbent, 1 year term)
Brian Trammell, ETHZ
FURTHER RESOLVED, that he ISOC Board thanks the IETF NomCom and its Chair, Allison Mankin, for their time and hard work.

III. Welcome New ISOC Chapters

Bert moved to welcome the ISOC’s new InterPlanetary Networking Chapter. Dave seconded the motion, which passed by acclamation.

Resolution 14-14: Welcome the InterPlanetary Networking Chapter of the Internet Society
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new InterPlanetary Networking Chapter of the Internet Society which was chartered and approved since the last Board meeting.

IV.  Financial Items

PURPOSE:
a) 2013 Accomplishments and Preliminary Financial Statements
(b) Finance Committee Update

Greg Kapfer reviewed the 2103 pre audit ISOC financial statements and management discussion report.

Jason reviewed, and the Board discussed, the fincom report he had sent to the board.

Kathy reviewed her current revenue and expense expectations for ISOC in 2014. She said that the revenue goals in the current budget were unlikely to be met and that expenses would have to be adjusted over time in response. She said that specific discussions on these topics were scheduled for the Hong Kong Board meeting. The board and Greg discussed Kathy’s review.

V. PIR requests

Eric moved to approve PIR requests. Jason seconded the motion, which passed unanimously except for Desiree and Theresa, who abstained.

Resolution 14-15: Approval of the submission by Public Interest Registry of Registry Service Evaluation Process requests to amend prior Registry Agreements with ICANN.
Be it RESOLVED that the Board of Trustees of the Internet Society approves PIR’s submission of ICANN Registry Service Evaluation Process requests, as approved by the PIR Board of Directors on 22 March, 2014, for permission to:
offer .орг domain names in languages other than Russian;
offer second level domains under the Hindi Registry Agreement; and
provide Registry Lock Services in for PIR’s six new TLDs.
Be it further RESOLVED, if the RSEP submissions are accepted by ICANN that the Board of Trustees authorizes PIR to execute amendments to the affected Registry Agreements with ICANN, which authorize PIR to offer the services described above.

Chris Griffiths and Ray Pelletier joined the call at this point.

VI.  IASA Update

PURPOSE:
(a). Review of the 2013 Preliminary Year End Financial Statements
(b). Update on key 2013 accomplishments and key 2014 developments

Chris Griffiths (IAOC Chair) reviewed, and the Board discussed, the IASA status report.

Chris Griffiths and Ray Pelletier left the call at this point.

The meeting moved to Executive Session at 2:15 PM

VII. AOB 

no other business

The meeting moved to executive session at this point.

VIII.  Greg Kapfer advised the Board on an issue with a potential financial impact.

Russ Housley (IAB chair) and Leslie Daigle (ISOC staff) joined the call at this point.

IX. IAB Update

PURPOSE:  Review Strategic Developments

Russ Housley and the board discussed various IETF-related strategic developments.

Desiree, Theresa, Russ Housley and Leslie Daigle left the call at this point.

X.  PIR Review

PURPOSE:
(a) Review of the 2013 Performance and Preliminary Financial Statements
(b) High level Update of 2014 Strategic Programs

Maarten Botterman (PIR Chair of the Board) and Brian Cute (PIR CEO) provided a review of PIR’s 2013 performance and 2014 strategic programs.
The Board discussed their review.

XI.  Adjournment

Dave moved to adjourn. Jason seconded the motion. There being no objection, the meeting was adjourned at 3:29 pm.

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