Minutes of Board Meeting No. 64

15 – 16 Mar 2008, Philadelphia, PA, United States

Author: S. Bradner
Date: 2008-03-16
Committee: BOT
Document: 08-64
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

The ISOC Board of Trustees met from 8:16 AM EDT to 5:49 PM EDT on 15 March 2008 and from 8:30 AM EDT to 11:50 EDT AM on 16 March 2008 in Philadelphia, PA, USA.

The following members of the Board of Trustees were present:

Fred Baker
Hiroshi Esaki
Patrik Faltstrom
Ted Hardie
Daniel Karrenberg
Franck Martin
Desiree Miloshevic
Alejandro Pisanty
Glenn Ricart
Lynn St. Amour (President & CEO)
Bill St. Arnaud (via Marratech for part of the meeting)
Patrick Vande Walle

Apologies were received from YAN Bao Ping.

Also present were:

Scott Bradner (Secretary)
Russ Housley (IETF Chair)
Olaf Kolkman (IAB Chair)
Ray Pelletier (IAD)
Kurt Lindqvist (IAOC Chair)
Ed Juskevicius (Chair, ISOC AC)
Jonne Soinenen (AC Vice Chair)
Nick Trio (AC Secretary) Several ISOC staff and other participants were also in attendance.

A quorum was present for both days.

The meeting was called to order at 8:16 AM EDT on Saturday 15 Mar 2008

I – Minutes E-votes Approved

Fred moved that the minutes of the 63rd board meeting be approved, Alejandro seconded the motion. Ted suggested that section 7 should be augmented to note that Dr. YAN had also invited the Board to meet in China. The motion passed unanimously.

Resolution 08-01: Approve the minutes of the 63rd board meeting
RESOLVED, that the minutes of the 63rd Board meeting of the Internet Society held December 8-9, 2007 are approved as amended.

II – Audit Committee Report

Purpose: Accept the report of the Audit Committee, and to accept the amendment of the Audit Committee Charter to incorporate the addition of the position of Chief Financial Officer.

Glenn reported that the Audit Committee had appointed a new auditor. He also reported that the auditor had noted that some ISOC employees had carried over excess leave time. Glenn said that the Audit Committee had requested that the ISOC management review and possibly update their policy to address this issue.

Glenn moved that the Audit report be accepted and to incorporate the addition of the position of Chief Financial Officer, Fred seconded the motion. The motion passed unanimously.

Resolution 08-02: Accept the report of the Audit Committee
RESOLVED, that the report of the Audit Committee is accepted.
FURTHER RESOLVED: That the Audit Committee Charter (the “Charter”) be amended and restated to delegate the responsibilities currently granted to the Director of Finance to ISOC’s Chief Financial Officer.

III – Board Work Plan

Work Plan

Purpose: Review of the 2008 Board Work Plan

Daniel reviewed the 2008 Board Work Plan and noted the addition to the agenda of this meeting of a section on Board development. He then reviewed the rest of the meeting agenda. Daniel asked the board members if they had any comments or suggestions. Ted noted that he had suggested that the Board hold an AC focused teleconference during the year.

IV – President & CEO Report

Purpose: High level report on operational and program commitments concentrating on topics of board interest.

Lynn reviewed the President & CEO Report that had been distributed to the board. She noted that last year had been a significant year in the development of the resources of ISOC. She said that this year will focus on ISOC organizational development. Lynn asked if the board had any comments or questions.

Lynn reviewed, and the board discussed, the five strategic initiatives she intended to concentrate on. She noted that she expected these to form part of her 2008 Goals and that she would be working with the Board Chair and the Executive Committee to finalize them in time for the next board meeting.

V – IETF Update

Purpose: High level report of key developments in the IETF.

Russ Housley reported on the recent IETF meeting. He said that the meeting went very well and that the local host, Comcast, had done a very good job. He also reported the results of the IETF nomcom process and on the nomcom dispute resolution process that was tried for the first time.

Russ also reviewed, and the board discussed, the report that he had given to the IETF Wednesday night plenary.

VI – IAB Update

Purpose: High level report of key developments in the IAB.

Olaf Kolkman reviewed, and the board discussed, the report that he had given to the IETF Thursday night plenary.

VII – IASA Update

Purpose: High level report of key developments in IASA.

Ray Pelletier reviewed, and the board discussed, the report on the IAOC & IETF Trust he had given to the IETF Wednesday night plenary.

VIII – ISOC NomCom Update

Purpose: Formal report of ISOC’s Board of Trustee Nomination Committee.

Patrick reviewed the report of the ISOC Nomination Committee.

Glenn moved that the Nominations Committee Report be accepted, Patrik seconded the motion. The motion passed unanimously.

Resolution 08-03: Accept the Nominations Committee Report.
RESOLVED that the Report of the 2007-2008 Nominations Committee is accepted.

IX – ISOC Election Update

Purpose: Update on ISOC’s Board of Trustee Elections

Fred provided a report on the work of the ISOC Election Committee. He noted that their work had just started.

X – AC Update

Purpose: Report out to the Board and CEO from the Organization Member’s Advisory Council activities.

Ed Juskevicius reported on the Advisory Council activities. He noted that the AC meeting on March 14 was well attended and useful. Daniel noted that it would be helpful if the AC would help ensure that there was a good turnout among the Organization Members for the trustee election.

XI – Major Initiatives Review

Purpose: Present a high level review of ISOC’s three major Initiatives.

Reports

The Enabling Access Initiative: Lynn reviewed, and the board discussed, the report on the Enabling Access Initiative (based on a report submitted by Karen Rose). She noted that there was an active outreach to the chapters in defining the initiative.

The InterNetWorking Initiative: Leslie Daigle reviewed, and the board discussed, the report on the InterNetWorking Initiative. Patrick and Desiree suggested that chapters could help inform local news and policy people if ISOC could develop a way to rapidly distribute relevant information to the chapters and to provide access to experts in Internet situations that create press interest.

The Trust & Identity Initiative: Lucy Lynch reviewed, and the board discussed, the report on the Trust and Identity Initiative.

Daniel summarized the feeling of the trustees that the initiatives were good but that a better information flow was needed between the staff and the members and chapters.

XII – Departmental Updates

Department Reports

Purpose: Written reports submitted for review.

Lynn reviewed the department reports that had been provided to the board.

Chapter Development: Lynn noted that there are seven ISOC chapters that have been inactive and that the staff was working to reactivate the chapters or, in some cases, determine their status.

Membership System (Association Mgmt. System): Lynn reviewed, and the board discussed, the report of the membership system (now recognized as being an “association management system”).

Glenn moved that the board welcome the ISOC chapters that were approved since the last board meeting, Ted seconded the motion. The motion passed by acclamation.

Resolution 08-04: ISOC Board of Trustee Welcomes New Chapters:
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC chapters which were chartered and approved since the last Board meeting:

ISOC Mauritania
ISOC US Philadelphia
ISOC US Colorado
ISOC Cote D’Ivoire

The meeting went into closed session.

XIII – PIR Update

PIR CEO Alexa Raad presented a PIR update to the Board (via Marratech).

XIV – Election process

The board discussed some details of the current board election process.

The meeting resumed in open session.

XV – Philadelphia Chapter Presentation

Purpose: Increase the amount of exposure for ISOC Chapters and their activities

Ram Mohan provided a presentation on the new ISOC Philadelphia Area Chapter. In response to a question, he noted that it would help to have additional resources on the ISOC website directing new chapters to programs which have been valuable to existing Chapters or ISOC as a whole.

Daniel thanked Ram and the Philadelphia Area Chapter for their presentation.

XVI – 2007 Year-end Review

Purpose: Present the financial results for 2007 (results are preliminary pending final IETF results and completion of the 2007 audit).

Greg Kapfer reviewed, and the board discussed, the year-end report that had been distributed to the board.

XVII – Internet History Archive

Purpose: Review alternatives for preserving important artifacts of Internet History.

Lynn reported that a working group had been formed to consider options concerning preserving Internet history. She reported that she had received a number of requests for support for projects related to various aspects of ISOC and the Internet’s history and that the ISOC has been supporting some efforts, specifically Andreu Vea’s WiWiW project..

She said that she would propose specific projects to the board in the future.

Daniel summarized the discussions by saying that he had sensed support for the ISOC supporting the collecting of historical source materials. He suggested that the staff define a program for the collection of such materials. Fred added that he felt that ISOC could cooperate with existing groups for such collecting.

XVIII – Consultation Process

Purpose: Discuss the engagement of the ISOC Community in ISOC position development.

The board discussed how to best engage the ISOC membership and chapters during the development of ISOC positions on issues.

Daniel noted that one thrust he heard in the discussion was the avoidance of surprise about ISOC policy and another was the need to improve the consultation process to ensure very good communication paths between the staff and the members on policy development.

The meeting went into closed session.

XIX – PIR Board Election Process

Purpose: To discuss a process for appointing PIR Board members.

Glenn and Lynn discussed a model for selecting and appointing PIR Board members.

XX – Elect ISOC’s member of the IAOC

Purpose: To elect ISOC’s member of the IAOC for a period of two years.

The board discussed selecting an ISOC member of the IETF IAOC. The meeting resumed in open session. Fred Baker was absent from the room during this discussion.

Ted moved that Fred Baker be appointed as the ISOC’s member of the IAOC, Glenn seconded the motion. The motion passed unanimously except for Fred, who was absent from the room.

Resolution 08-05: Appoint the ISOC designated member of the IAOC
RESOLVED, to appoint Fred Baker as the ISOC designated member of the IAOC for a two-year term effective and ending with the Spring IETF meetings in 2008 and 2010.

Fred Baker returned to the room at this point. The meeting adjourned for the day at 5:49 PM EDT. The meeting reconvened at 8:30 AM EDT Sunday 16 Mar 2008 in closed session

XXI – Board Development Kick-off

Purpose: To begin a process for Board Development in line with best practices. Prior to the meeting, all Board members should have completed and submitted the evaluation survey.

The board engaged in a board development exercise with facilitators from Glenn Tecker Consulting.

XXII – Board Work Plan

Purpose: Discussion and approval of any necessary updates to the Board Work Plan

The Board Work Plan was reviewed, and it was determined that no changes were necessary at this time.

XXIII – AOB 0:05

There was no other business.

The meeting adjourned at 11:50 AM EDT.

Summary of Resolutions

Resolution 2008-1: Approve the minutes of the 63rd board meeting
RESOLVED, that the minutes of the 63rd Board meeting of the Internet Society held December 8-9, 2007 are approved as amended.

Resolution 2008-2: Accept the report of the Audit Committee
RESOLVED, that the report of the Audit Committee is accepted.
FURTHER RESOLVED: That the Audit Committee Charter (the “Charter”) be amended and restated to delegate the responsibilities currently granted to the Director of Finance to ISOC’s Chief Financial Officer.

Resolution 2008-3: Accept the Nominations Committee Report
RESOLVED that the Report of the 2007-2008 Nominations Committee is accepted.

Resolution 2008-4: ISOC Board of Trustee Welcomes New Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC chapters which were chartered and approved since the last Board meeting:

ISOC Mauritania
ISOC US Philadelphia
ISOC US Colorado
ISOC Cote D’Ivoire

Resolution 2008-5: Appoint the ISOC designated member of the IAOC
RESOLVED, to appoint Fred Baker as the ISOC designated member of the IAOC for a two-year term effective and ending with the Spring IETF meetings in 2008 and 2010.

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