Minutes of Board Meeting No. 88

30 – 31 Jul 2011, Quebec City, Canada

Title: Regular meeting of the Board of Trustees of the Internet Society.

Author: S. Bradner
Date: 2011-07-30,31
Committee: BOT
Document: 11-88
Status: Unconfirmed
Maintainer: S. Bradner
Access: unrestricted

INTERNET SOCIETY
88th Meeting of the Board of Trustees of the Internet Society, July 30 and July 31, 2011.

The ISOC Board of Trustees met from 3:08 PM to 6:00 PM EDT on July 30 and from 8:02 AM to 4:59 PM EDT on July 31 in Quebec City, Quebec, Canada

The following members of the Board of Trustees were present:

Alain Aina
Eric Burger
Narelle Clark
Raúl Echeberria
Eva Frolich
Bob Hinden
Khaled Koubaa
Jason Livingood
Philip Smith
Lynn St.Amour
Theresa Swinehart
Bert Wijnen
Jonathan Zittrain

Also present were:

Scott Bradner (Secretary)
ISOC staff
Observers

Minutes by Scott Bradner and Greg Kapfer.

I. Chair and Officer Elections and Committee Formation.

PURPOSE: Elect Officers and establish Committees of the ISOC Board of Trustees.

Lynn St. Amour (as President) brought the meeting to order at 3:08 PM on Saturday 30 July 2011.

Lynn opened the meeting and welcomed the new board members. She asked if any of the incoming board members wanted to address the broad. The new board members introduced themselves. Lynn also asked the returning board members to introduce themselves, which they did. Lynn also introduced herself.

I (a). Election of Officers.

I (a)(i) – Elect a Chair of the Board.

Lynn noted that the normal board process was to ask board members interested in standing for the chair role in advance but that past practice had also allowed for a last call in order to allow any other members to express their interest at this point. She noted that Raúl had expressed interest. No one else expressed interest. Lynn asked Raúl to address the board.

Raúl reviewed the message he sent to the board list. Lynn asked if the board had any questions for Raúl. Khaled asked how Raúl felt about his relationship with Lynn, the officers and committee chairs.

Raúl said that he felt that the relationship had been good. Bob said that he would like to see Raúl be more proactive in helping the board reach consensus in the future. Raúl said he tried to do that but will try harder in the future.

Raúl, ISOC staff and observers stepped out of the room at this point and the board discussed Raúl’s candidacy for the Chair of the Board.

Raúl returned and the board members voted.

Raúl Echeberria was elected as Chair of the ISOC Board of Trustees for the period beginning 30 July 2011 to the start of AGM in 2012 by secret ballot with a unanimous vote.

Raúl then took over management of the meeting as Chair.

I (a) (ii) – Elect the ISOC President.

The Chair proposed that Lynn St. Amour be elected as President.

Lynn St. Amour was elected as President of the Internet Society for the period beginning 30 July 2011 to the end of AGM in 2012 by secret ballot with a unanimous vote.

I (a) (iii) – Elect a Secretary to the Board.

The Chair proposed that Scott Bradner be elected as Secretary to the Board.

Scott Bradner was elected as Secretary to the Board for the period beginning 30 July 2011 to the start of AGM in 2012 by secret ballot with a unanimous vote.

I (a) (iv) – Elect a Treasurer.

The Chair proposed that Eva Frolich be elected as Secretary to the Board.

Eva Frolich was elected as Treasurer to the Board for the period beginning 30 July 2011 to the start of AGM in 2012 by secret ballot with a unanimous vote.

I (b). Establish Committees.

I (b) (i) – Establish an Executive Committee.

Khaled moved to establish an Executive Committee with Raúl Echeberria as Chair, Jonathan Zittrain, Eric Burger and Philip Smith as members along with Lynn St. Amour (as President & CEO), Eva Frolich (as Treasurer) and Scott Bradner (as Secretary). Eva seconded the motion, which was which passed unanimously.

Resolution 11-20: Establish an Executive Committee.
RESOLVED, that the Board establishes an Executive Committee with the proposed charter and that Raúl Echeberria, as Chair, Jonathan Zittrain, Eric Burger and Philip Smith are appointed as members of the committee along with Lynn St. Amour (as President & CEO), Eva Frolich (as Treasurer) and Scott (as Secretary).

I (b) (ii) – Establish an Audit Committee.

Bob moved to establish an Audit Committee with Eric Burger as Chair. Eva seconded the motion, which was which passed unanimously.

Resolution 11-21: Establish an Audit Committee
RESOLVED, that the Board establishes an Audit Committee with the proposed charter and that Eric Burger is appointed chair of the committee.

I (b) (iii) – Establish a Finance Committee.

Eric moved to establish a Finance Committee with Eva Frolich as Chair and Jason Livingood and Bert Wijnen as members. Philip seconded the motion, which was which passed unanimously.

Resolution 11-22: Establish a Finance Committee
RESOLVED, that the Board establishes a Finance Committee with the proposed charter and that Eva Frolich (as Treasurer) is appointed chair of the committee and Jason Livingood and Bert Wijnen appointed as members of the committee.

I (b) (iv) – Establish a Compensation Committee.

Bobmoved to establish a Compensation Committee with Raúl Echeberria as Chair and Bob Hinden, Bert Wijnen as members. Philip seconded the motion, which was which passed unanimously.

Resolution 11-23: Establish a Compensation Committee
RESOLVED, that the Board establishes a Compensation Committee with the proposed charter and that Raúl Echeberria is appointed chair of the committee and Bob Hinden, Bert Wijnen appointed as members of the committee.

I (b) (v) – Establish a Nominations Committee.

Eric moved to establish a Nominations Committee with Narelle Clark as Chair. Bob seconded the motion, which was which passed unanimously.

Resolution 11-24: Establish a Nominations Committee
RESOLVED, that the Board establishes a Nominations Committee with the proposed charter and that Narelle Clark is appointed chair of the committee.

II. Appointment of the ISOC Liaison to the IETF Nominations Committee.

Bob moved to appoint Jason Livingood as the ISOC Liaison to the IETF Nominations Committee. Philip seconded the motion, which was which passed unanimously.

Resolution 11-25: Appoint an ISOC Liaison to the IETF Nominations Committee.
RESOLVED, that the ISOC Board appoints Jason Livingood as ISOC Liaison to the IETF nominations Committee for the 2011-2012 term

III. Advisory Council Update.

PURPOSE: Report from the Organization Members Advisory Council Activities to the Board and CEO

Theresa Swinehart provided, and the board discussed, a report of the ISOC Advisory Council.

IV. IETF, IAB, IAOC, & IETF Trust Updates.

PURPOSE: Review STRATEGIC Developments and Key Operating Results

Russ Housley reviewed, and the board discussed, the IETF report that was previously distributed to the board.

Bob Hinden reviewed, and the board discussed, the IAOC report, including a 3-year budget projection, that was previously distributed to the board.

Bernard Aboba reviewed, and the board discussed, the IAB report that was previously distributed to the board.

Marshall Eubanks reviewed, and the board discussed, the IETF Trust report that was previously distributed to the board.

The meeting suspended for the day at 6:00 PM

Sunday, 31 July 2011

The meeting resumed in closed session at 8:02 AM Sunday 31 July.

V. PIR Organization Reviews.

PURPOSE: High level Update on key developments

Review 2011 YTD Business results

Review 3-year high-level budget outlook and advice

Brian Cute (PIR CEO) and Maarten Botterman (Chair of the PIR Board of Directors) presented a PIR update via teleconference.

Eric moved to approve PIR’s application for new gTLDs & IDNs. Philip seconded the motion, which passed unanimously.

Resolution 11-26: Authorization for PIR to Proceed with gTLD and IDN Application Filings.
WHEREAS, the Board of Directors of Public Interest Registry (PIR) has thoughtfully and carefully evaluated the business case and financial implications of operating new gTLDs, and has determined that such activity is in line with and will support its charter to be an exemplary registry;
WHEREAS, the Board of Directors of PIR has approved, subject to the approval of the Internet Society, the filing of applications to manage the registries for two new gTLDs;
WHEREAS, the Board of Directors of PIR has also evaluated the business case and financial implications of filing applications for IDNs for four non-Latin scripts [(two Chinese scripts, Cyrillic, and Hindu)];
WHEREAS, the operation of such gTLD’s and IDN’s constitute a major business endeavor requiring the approval of the Board of Trustees of the Internet Society;
WHEREAS, PIR has projected that the investment in these filings will be $1.1 million in filing fees, plus initial business investments per their 2013 and 2014 forecasts; and
WHEREAS, Public Interest Registry has requested that the Board of Trustees of the Internet Society support and approve the filings of applications with the Internet Corporation for Assigned Names and Numbers (ICANN).
RESOLVED, that the Board of Trustees of the Internet Society hereby approves the filing of applications for the assignment by ICANN of the proposed gTLD’s and IDN’s; and
BE IT FURTHER RESOLVED, that the Board of Trustees of the Internet Society also approves the operation by PIR of the gTLD’s and IDN’s, as awarded.

VI. W3C Update.

PURPOSE: Review Status per ISOC Board Resolution 11-33

Jeffrey Jaffe (W3C CEO) joined the meeting at this time.

Jeffrey Jaffe and Ralph Swick (W3C COO) (via teleconference) presented a W3C update.

The meeting took a break at 10:08 AM.

The meeting resumed in open session at 10:17 AM.

VII. Ratify motion made in closed session.

Eric moved to ratify the motion made in closed session. Narelle seconded the motion, which passed unanimously.

Resolution 11-27: Ratify motion made in closed session
RESOLVED that the motion made in closed session is ratified.

The motion made in closed session was:

VIII. Presentation by the Canada Québec Chapter of the Internet Society.

PURPOSE: Increased visibility for ISOC Chapters and their activities

Louis Houle(President of the ISOC Quebec chapter) welcomed the Board to Quebec and provided an introduction to the activities of the ISOC Quebec chapter. Robert Castonguay and Normand Fortier from the chapter were also present.

IX. Revise By-Laws.

Narelle requested that the board consider a revised proposal to update the ISOC By-Laws. She said that she consulted with Daniel Karrenberg and Alejandro Pisanty after the discussion during the 87th Board meeting and have proposed a few specific changes to the proposed revisions. She said that the substantive changes included adding a Board meeting after the completion of the election process to receive committee reports as well as fixing some punctuation. Greg Kapfer noted that he was also proposing a small change to ensure that someone calling a meeting could designate the location of the meeting. She also said that other issues such as the designation of back up officers should be addressed in the future. The board discussed the proposed revised By-Laws and proposed a wording change to clarify the purpose of the new Board meeting.

Narelle moved to adopt the revised and amended By-Laws. Eric seconded the motion.

A role call vote was then held on the motion to adopt the revised and amended By-Laws. The motion passed unanimously.

Resolution 11-28: Adopt the Amended and Restated By-Laws of the Internet Society
RESOLVED, that the revised and restated By-Laws of the Internet Society as presented and amended during the Board discussion are adopted

X. President & CEO’s Report.

PURPOSE: Status update and context for Strategic Planning session

Lynn reviewed the President and CEO’s Report. The board discussed the unreliability of renewal requests for individual members and areas that could be of interest for new organizational members.

PURPOSE: 3-year high-level budget outlook and advice, including Public Support Test update.

Greg Kapfer reviewed, and the board discussed, the 2011 Mid-Year Performance and 2011 Forecast and the 2011-2013 High Level Planning Overview

XI. Discussion on ISOC’s Strategic Directions.

PURPOSE: Discussion on key Strategic directions for ISOC

Lynn reviewed, and the board discussed, the 2011-2014 business plan. (PDF)

The meeting took a break from 12:39 PM to 1:22 PM

Lynn continued on her review of the 2011-2014 business plan.

Raúl reviewed, and the board discussed, the board responses to the questions he sent to the board list. He said that the questions were: what is ISOC currently doing and should keep doing, what is ISOC doing and should be improved, what is ISOC doing and should not be doing and what is ISOC not doing that it should.

XII. Board Appointments Continued.

Eric moved to appoint Alain and Khaled to the Audit Committee.

Bob seconded the motion, which passed unanimously.

Resolution 11-29: Appoint members of the Audit Committee
RESOLVED, that Alain Aina and Khaled Koubaa are appointed to the Audit Committee.

Eric moved to form a committee to propose additional updates to the ISOC By-Laws with himself as chair, and Narelle, Theresa as members along with Greg Kapfer, Walda Roseman and Scott Bradner. Bob seconded the motion.

Raúl suggested adding a specific bullet point in the proposed charter referring to focusing on the sections pertaining to membership.

Eric accepted Raúl’s suggestion as a friendly amendment.

Resolution 11-30: Establish a By-Laws review committee
RESOLVED, that the Board establishes a By-Laws review committee with the proposed charter with Eric Burger as chair of the committee, and Narelle Clark and Theresa Swinehart as committee members along with Greg Kapfer and Walda Roseman as ISOC staff support and Scott Bradner as an invited expert.

The motion passed unanimously.

XIII. Discussion on ISOC’s Strategic Directions continued.

The board continued the discussion of the questions Raúl had asked the board.

Scott and Bob left the meeting at this time, Jonathan left 30 min later. A quorum remained. The minutes below by Greg Kapfer.

The board continued the discussion of the questions Raúl had asked the board.

Raúl turned to the agenda item XI. Board Governance misc items.

The Board discussed the Workplan for 2011-2012 and potential meeting sites and dates.

The Board agreed that the 2012 meetings should be Costa Rico, Vancouver (August 4-5 Saturday-Sunday), and a date TBD for last meeting of the year.

For conference calls in 2012, the Board set dates for May 21 and September 19 at 11 UTC.

The Board discussed the 2012 Election and Nominations process. Greg suggested that the NomCom members be proposed the NomCom Chair, Narelle Clark, and that the Election Chair be identified by the September 2011 call, along with a proposed Elections schedule.

Narelle moved to thank the staff.

XIV. AOB/End of Meeting

Eric moved to adjourn. Philip seconded the motion. There being no objection, the meeting was adjourned at 4:59 PM.

Summary of Resolutions

Resolution 11-20: Establish an Executive Committee
RESOLVED, that the Board establishes an Executive Committee with the proposed charter and that Raúl Echeberria, as Chair, Jonathan Zittrain, Eric Burger and Philip Smith are appointed as members of the committee along with Lynn St. Amour (as President & CEO), Eva Frolich (as Treasurer) and Scott (as Secretary).

Resolution 11-21: Establish an Audit Committee
RESOLVED, that the Board establishes an Audit Committee with the proposed charter and that Eric Burger is appointed chair of the committee.

Resolution 11-27: Ratify motion made in closed session
RESOLVED that the motion made in closed session is ratified.

The motion made in closed session was:

Resolution 11-26: Authorization for PIR to Proceed with gTLD and IDN Application Filings.
WHEREAS, the Board of Directors of Public Interest Registry (PIR) has thoughtfully and carefully evaluated the business case and financial implications of operating new gTLDs, and has determined that such activity is in line with and will support its charter to be an exemplary registry;
WHEREAS, the Board of Directors of PIR has approved, subject to the approval of the Internet Society, the filing of applications to manage the registries for two new gTLDs;
WHEREAS, the Board of Directors of PIR has also evaluated the business case and financial implications of filing applications for IDNs for four non-Latin scripts [(two Chinese scripts, Cyrillic, and Hindu)];
WHEREAS, the operation of such gTLD’s and IDN’s constitute a major business endeavor requiring the approval of the Board of Trustees of the Internet Society;
WHEREAS, PIR has projected that the investment in these filings will be $1.1 million in filing fees, plus initial business investments per their 2013 and 2014 forecasts; and
WHEREAS, Public Interest Registry has requested that the Board of Trustees of the Internet Society support and approve the filings of applications with the Internet Corporation for Assigned Names and Numbers (ICANN).
RESOLVED, that the Board of Trustees of the Internet Society hereby approves the filing of applications for the assignment by ICANN of the proposed gTLD’s and IDN’s; and BE IT FURTHER RESOLVED, that the Board of Trustees of the Internet Society also approves the operation by PIR of the gTLD’s and IDN’s, as awarded.

Resolution 11-28: Resolution 11-XX: Adopt the Amended and Restated By-Laws of the Internet Society
RESOLVED, that the revised and restated By-Laws of the Internet Society as presented and amended during the Board discussion are adopted

Resolution 11-29: Appoint members of the Audit Committee
RESOLVED, that Alain Aina and Khaled Koubaa are appointed to the Audit Committee

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