Minutes of the Meetings of the Executive Committee of the Internet Society

21 August 2006
Executive Committee Meeting Minutes

Committee: Executive Committee of BoT
Document: excom-06-002
Revision:
Supersedes:
Status: Unconfirmed
Maintainer: Minutes taken by S. Bradner.
Access: Unlimited

Present:
Daniel Karrenberg
Franck Martin
Desiree Miloshevic
Lynn St.Amour
Glenn Ricart
Scott Bradner

Apologies were received from Fred Baker.

Minutes taken by Scott Bradner.

I – Welcome from the Chair
Goal: agreement on a mode of operation for the ExComm, agreement to propose mode of operation to board. Daniel detailed his view of the role of the ExComm: to prepare board agendas, provide guidance to the President between board meetings, be a sounding board for board officers, to take action in the name of the board between board meetings in exceptional cases and act as the remuneration committee for the President.He said that he did not see the ExComm as a board substitute or as a body that could could pre-determine board decisions or act as a board within a board (except as noted above).

He then asked if the current scheduling (3rd Monday of the month) at 10AM ET was still good for everyone. Franck requested that the call start one hour earlier. All agreed. Daniel asked Lynn to report on who is on the ExComm list. She said that the list included the ExComm members, the treasurer and the secretary (if they weren’t ExComm members) and ISOC legal counsel, and noted that the mailing list was open (read-only) to all board members. Daniel reviewed his expectations for the ExComm participants, and the ExCommconsented to those expectations.”

Daniel then asked the committee for comments on his proposals for operations of the board taking into consideration a need to make effective use of the volunteer trustee time and effort. He noted that it is important that everyone feel they have an equal opportunity to participate, to make clear decisions and to actually resolve open issues. He said that this mode of operation would enable the long-term strategic direction of ISOC.

Daniel then introduced his proposed board work plan. He said he felt that it was important to set a goal to resolve major issues within 12-18 months.He then proposed that the face-to-face board meetings be divided into a formal part for discussions of operational issues and for making decisions and a less formal part for discussing long-term strategic directions.He also proposed that telephonic meetings would just involve the more formal part. The ExComm supported this proposal. Daniel then proposed a meeting schedule for the facet-to-face meetings with an optional Friday night dinner, a full day of meetings on Saturday, a board dinner Saturday night and a half day of meeting on Sunday.

The ExComm discussed the length of the Saturday lunch slot. There was some feeling that one and a half hours was about half an hour longer than needed.The ExComm agreed to try the longer lunch period, at least for a while.

Daniel then proposed that agendas for board meetings, as well as supporting material, be available at least two weeks before the meeting date.He proposed that each agenda item include a stated goal, any proposed resolutions and a specific allocated time and that the supporting material include a short briefing for each item including the motivation for its inclusion on the agenda, any support materials for this item, any proposed decision and possible alternate choices and a rational for the proposed decision. The ExComm consensus was to support Daniel proposing this to the board.

II – Brief Operational Updates
Goal: information

A/ 2006 Financials through Q2
Lynn reviewed the financial report that she sent to the board over the weekend.She noted that the current cash balance is about 8 months of operations but that this would be reduced over the next few months as we receive the .ORG contributions in the beginning of each quarter and they are then worked down over the remainder of the quarter. She said that the PIR contribution was potentially $600K higher than expected in 2006 as their 2005 year end surplus was greater than projected.

Lynn then reviewed the P&L statement. She noted that expenses were less than budgeted mostly because it had taken longer to hire to fill the open positions (ISOC had received many more applications than expected).She said that another reason was a delay in receiving some invoices and/or expense claims for a few programs, but that they were expected in soon. Lynn pointed out that the IASA was closely tracking the budget and that the RFC Editor was running about 10% low but expected to come in on budget.She said that revenue from organizational members was also running to budget through July.

Lynn also noted that all other commitments made as part of the budget process were also on target. Daniel noted that ISOC was doing quite well.

B/IASA/RFC Editor RFP Update
Lynn reported that the RFP for the RFC Editor was issued and responses were due September 1st and the goal was to have chosen the contractor by the end of September, with negotiations to be completed during October.

C/.ORG ICANN Contract update
Lynn reported on the status of negotiations between PIR and ICANN re renewal of the .ORG contract.

D/Update on various Organizational restructuring activities
Lynn reported on the status of ISOC’s restructuring.She said that she will be sending out a more complete update to the Board shortly and gave an interim report.She reported that people had been selected for the following roles: Manager of Public Policy, Director of Programs and Education, and the regional bureau manager for Africa (to be located in Ethiopia).

Lynn also reported that ISOC was nearing a decision with respect to a Senior Manager for Chapters and Individual Members. The Director of Development and Membership search is proceeding as is the Senior Manager for Organization Members but that it is taking some time due to the number of resumes and the obvious interaction between the two positions. Lynn noted that position descriptions hadbeen posted for the remaining open slots – CFO and Director of Communications, but the process was in the early stages.

III – Ad-hoc ISOC – PIR Committee Update
Goal: information

Glenn reported on recent activities of the ISOC-PIR Committee.

IV – Board Work Plan
Goal: agreement to proceed in this direction

Daniel reviewed his proposed Board Work plan. He said that he wanted the board to be able to develop strategy and have a long-term work plan. He proposed that the board have a predefined schedule for regular decisions such as budgets. He also proposed that longer term and strategic issues be treated in two successive board meetings (to enable proper discussion and reflection). Franck requested that the minutes of board and ExComm meetings be made public quickly.

V – Proposed Agenda for Board Conference Call on September 21st
Goal: agreement on the proposed agenda

Daniel presented a draft agenda for the September board teleconference. The ExComm discussed Daniel’s proposed resolution for staff to develop a 2007-2009 budget.The consensus was to proceed using the model of having a formal resolution proposed and discussed. After discussion it was agreed to focus on the main lines of the 2007 budget in the September call and formally agree on the 2007 budget in November. The board would also discuss medium term budget planning in November. The ExComm agreed with the draft agenda for the September board call.

VI – Any other business
A/ CEO remuneration committee
The ExComm discussed the CEO remuneration committee and process.

B/ ISOC Endowment Fund
Desiree asked if the budget would reflect the development of an ISOC Endowment Fund. Lynn discussed different approaches to a possible endowment fund. She said that she and Daniel had discussed the approaches last week and agreed that any such fund was tied up with the ISOC strategic plan. Daniel said that more board discussion was needed on the possible structures and plans.