Board Meeting No. 81

19-20 Jun 2010, Brussels, Belgium

Place: Brussels Marriott Hotel-Brussels, Belgium
Address: Rue Auguste Orts 3-7/Grand Place, Brussels, 1000 Belgium
Room: Olympia-Bourse Salon A

Remote Participation via WebEx:

• Go to: https://isoc.webex.com
• Meeting number: 929 926 912
• Meeting password TinTin2010

Friday, 18 June

15:00-18:00 ISOC Board Orientation

19:00-21:00 ISOC Board & PIR Board Tour & Dinner

Saturday, 19 June

08:00-09:00 Breakfast (optional)

09:00-09:45 ISOC Board Meeting #80-AGM – Meeting Slot 1

09:45-12:30 AGM-Meeting Slot 2

12:30-13:30 Lunch

13:00-17:15 ISOC Board Meeting#81-Meeting Slot 1

17:15-18:30 Meeting Slot 2

19:15-21:30 Dinner-New ISOC Board

Sunday, 20 June

07:30-08:30 Breakfast (optional)

08:30-12:30 Meeting Slot 3

12:30-13:30 Lunch

13:30-15:00 Meeting Slot 4

15:00-15:15 Meeting Slot 5

15:15 End of Board Meeting 81

Board Meeting 80-AGM

Saturday, 19 June 2010

09:00-09:10 (0:10)
1. Agenda and Ratifications-R. Echeberría

09:10-09:15 (0:05)
2. Minutes/E-votes Approved

PROPOSED RESOLUTION:
Resolution 10-XX: Approval of the Minutes of the 79th Board Meeting
RESOLVED, that the minutes of the 79th meeting of the Internet Society held by teleconference, 17 May 2010, are approved.

09:15-09:30 (0:15)
3. Audit Committee Report-T. Hardie

PURPOSE: Receive the report of the Audit Committee and accept the 2009 Independent Auditors Report

PROPOSED RESOLUTION:
Resolution 10-XX: Accept the 2009 Independent Auditors Report.
RESOLVED, that the 2009 Independent Auditors Report is accepted.

09:30-09:40 (0:10)
4. Election Committee Report-P. Vande Walle

PURPOSE: Accept the report of the Election Committee on the 2009-2010 Election

PROPOSED RESOLUTION:
Resolution 10-XX: Accept the 2009-2010 Election Committee Report
RESOLVED, that the Report of the 2009-2010 Elections Committee is accepted.

09:40-09:45 (0:05)
5. Recognition of Outgoing Trustees

PROPOSED RESOLUTION:
Resolution 10-XX: Recognition of outgoing Trustees
RESOLVED, that the board extends its sincere thanks to outgoing board members, Hiroshi Esaki. Désirée Miloshevic, Ted Hardie and Patrick Vande Walle for their tireless commitment and exceptional service to the Internet Society.

Closed Session I
Board, Executive Team and Invited Guests Only

09:45-10:30 (0:45)
6. PIR Organization Reviews-A. Raad/B. Fraser

PROPOSED RESOLUTION: None Required

10:30
End of AGM Meeting #80

10:30-10:45 (0:15)
Break

10:45-12:30 (1:15)
Annual Extended ISOC-PIR Discussion

PURPOSE: Discuss selected strategic directions on key topics

Board Meeting 81-New Board is seated

Saturday, 19 June 2010

13:30-14:30 (1:00)
1. Chair Elections and Board Appointments

PURPOSE: Appointments and election of a Chair of the ISOC Board of Trustees. Note: Some appointments may be addressed later (at the discretion of the Chair)

Eelection of a new Chair of the Board of Trustees

PROPOSED RESOLUTIONS:
Resolution 10-XX:Appoint a Secretary to the Board
RESOLVED, that XXXX be appointed as Secretary to the Board

Resolution 10-XX: Appoint a Treasurer
RESOLVED, that XXXX be appointed as Treasurer

Resolution 10-XX: Appoint an Audit Committee
RESOLVED, that XXXX (as Treasurer) be appointed chair of the Audit Committee and YYY be appointed as members of the Audit committee.

Resolution 10-XX: Appoint an Executive Committee
RESOLVED that XXXX be appointed to the Executive Committee along with Lynn St. Amour (as President & CEO), XXX (as Treasurer) and XXX (as Secretary).

Resolution 10-XX: Appoint a Chair of the Elections Committee
RESOLVED, that XXXX be appointed as Chair of the Elections Committee

Resolution 10-XX: Appoint a Chair of the Nominations Committee
RESOLVED, that XXXX be appointed as Chair of the Nominations Committee

14:30-14:45 (0:15)
2. Conflict of Interest Policy-L. St.Amour and G. Kapfer

PURPOSE: To discuss the potential features of a revised Conflict of Interest Policy for ISOC, with the goal of adoption of such revised Policy at a future meeting of the Board.

PROPOSED RESOLUTION: None Required

14:45-15:00 (0:15)
3. ISOC By-Laws-L. St.Amour and G. Kapfer

PURPOSE: Consider approval of an amendment to ISOC’s By Laws to include Board/Officer indemnification provisions. (Note: Amendment of ISOC’s By Laws requires an affirmative vote of 10 of 12 Trustees).

PROPOSED RESOLUTION
10-xx: Approval of amendment to ISOC’s By Laws to incorporate Board/Officer indemnification provisions.
RESOLVED, that the ISOC Board of Trustees approves the amendment of the ISOC By Laws to incorporate the indemnification provisions submitted by Management, such approval requiring an affirmative vote of four-fifths of the seated Trustees.

15:00-16:00 (1:00)
4. IETF, IAB, IAOC & IETF Trust Updates-R. Housley, O. Kolkman, Bob Hinden, M. Eubanks (15 mins. each)

PURPOSE: High level report of key developments in the IETF, IAB, IAOC and IETF Trust.

• Review long term direction as pertains to 3-year Business Plan and Budget Development for each I* area
• Review 3-year high level budget outlook
• IAOC Report
• IETF Trust Chair Report
• IETF Chair Report

PROPOSED RESOLUTION: None Required

16:00-16:15 (0:15)
Break (in meeting room)

16:15-16:30 (0:15)
5. Appointment of the ISOC Liaison to the IETF Nominations Committee

Purpose: ISOC Board of Trustees appoints the ISOC Liaison to the IETF Nominations Committee for the 2010-2011 term

PROPOSED RESOLUTION:
Resolution 10-xx: The ISOC Board of Trustees appoints XXXXX as ISOC Liaison to the IETF Nominations Committee for the 2010-2011 term

16:30-17:00 (0:30)
6. Advisory Council Update-AC Co-Chair(s)

PURPOSE: Report from the Organization Member’s Advisory Council Activities to the Board and CEO

PROPOSED RESOLUTION: None Required

17:00-17:45 (0:45)
7. Open Internetworking-Net Neutrality-L. St. Amour & S. Wentworth

17:45-17:50 (0:05)
Break (in meeting room)

Closed Session II
Board, Executive Team and Invited Guests Only

17:50-18:30 (0:40)
8. Board Governance Taskforce

PURPOSE: Review possible focus/activities

PROPOSED RESOLUTION: None Required

19:15-21:30 (2:15)
Dinner-ISOC (New) Board

Sunday, 20 June 2010

Open Session resumes

08:30-09:00 (0:30)
9. ISOC Chapter Discussion-J. McNerney/A. Lord

PURPOSE:

• Report on ISOC’s major programs with Chapters
• Recognition of New Chapters

PROPOSED RESOLUTION:
10-xx: ISOC Board of Trustees Welcomes New Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Uruguay Chapter of the Internet Society which was chartered and approved since the last Board meeting.

09:00-09:45 (0:45)
10. ISOC Chapter Presentations

PURPOSE: Increased visibility for ISOC Chapters and their activities

• Presentation by the Belgian Chapter of the Internet Society-R. Vansnick
• Presentation by the Belgian Wallonia Chapter-F. Taes
• Internet Society European Chapter Coordination Council (ECC)-C. Wilkinson

PROPOSED RESOLUTION: None required

09:45-11:30 (1:45)
11. President & CEO’s Report-L. St.Amour (includes 10 mins break)

PURPOSE: Status update and context for Strategic Planning session

• Review 2010 YTD Performance, Financials and 2010 Forecast-L.St.Amour/G. Kapfer (will include review of Strategic Initiatives and Strategic Objectives) (20 mins)
• Review 3-year high level “budget envelope”-L. St.Amour/G. Kapfer (15 mins)
• Revenue Diversification Opportunities-L. St.Amour (60 mins)

PROPOSED RESOLUTION: None Required, but will be looking for Sense of the Board

11:30-12:30 (1:00)
12. Review items for meeting with ICANN Board

12:30-13:30 (1:00)
Lunch

Closed Session III

13:30-15:00 (1:30)
13. W3C Update-J. Jaffe and R. Swick

PURPOSE: Review Status per ISOC Board Resolution 09-33

PROPOSED RESOLUTION: None Required

Open Session resumes

13:30-15:00 (1:30)
14. Board Appointments Continued (If necessary) and Board Work Plan

15:00-15:15 (0:15)
15. AOB/End of Meeting

All Past Board Meetings

No. 81 (19-20 June 2010)

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