Meeting (04 September 2012)

Date: 2012-09-04
Committee: Executive Committee of the Internet Society Board of Trustees
Document: Excomm-12-06
Status: Unconfirmed
Maintainer: Minutes taken by Scott Bradner
Access: Unlimited

The Executive Committee of the ISOC BoT met on Tuesday 4 September, 2012 from 7:05 AM to 8:44 AM US EDT by teleconference.

Scott Bradner (Secretary)
Eva Frolich (BoT Chair)
Jason Livingood (Treasurer)
Lynn St.Amour (President & CEO)
Theresa Swinehart

Apologies were received from Narelle Clark and Raul Echeberria.

Also present:
ISOC staff

I. Opening Comments
Eva opened the meeting at 7:05 AM. She asked if anyone had any conflict of interest with any of the agenda items. No one indicated any conflicts. She asked if anyone had any AOB. Lynn said that she would like to talk about the Hall of Fame. Eva said that she would like to talk about appointing a vice chair.

II. Approval of the Minutes of the June 18 Exec-Com meeting
The excom approved the minutes as submitted, Theresa abstained since she was not on the call.

III. Preparation for September 19 phone conf
Eva reviewed the draft agenda she had distributed to the board.
She asked if anyone had any suggestions for the agenda – no one did so the draft agenda was declared to be final.

III. Toronto Board Meeting
– agenda items

Eva reviewed the draft agenda she had distributed to the excom. The excom discussed the timing and number of days for the meeting. The excom agreed to work on a schedule for the meeting that started with a strategic planning session on Friday afternoon and extending the planned Board meeting to midday on Sunday.

– agenda framework – formal resolutions in one batch and The excom discussed streamlining the agenda schedule by, when possible, publishing a report in advance and assuming the report had been read and just asking for comments rather than presenting the report during the meeting. Theresa suggested that this topic be on the agenda of the strategic planning session in Toronto.

– stop walking in and out between closed and open meeting

The excom agreed that the agenda should minimize switching between open and closed sessions. The excom agreed that closed sessions should be at the beginning or the end of the day when possible.

– change the wording closed meeting -> executive session?

The excom discussed changing the descriptive term for closed sessions and agreed to continue using the term “closed session” at this time.

IV. State of Strategic Planning including Bridgespan
Lynn reviewed the current status of the Bridgespan initial engagement. She said that Bridgespan had found very good alignment across all interviewees about ISOC’s mission and direction but there were differences on areas of concern.  She said that Bridgespan would explore the details of the areas of concern and help define directions for ISOC in 2020 if ISOC decides to move ahead with them. She said that Bridgespan would also provide guidance for ISOC’ internal organization needed to implement the chosen directions.

The excom discussed mechanisms for the developing of strategic directions. Eva concluded that the board should proceed with the strategic planning session in Toronto directed at what ISOC should be in 5 years.

V. Independent Board Governance Consultant
Theresa said that she would explore possibilities for an independent board governance consultant as soon as possible. She said that she hoped to provide a recommendation to the excom by early next week.

VI. Update Business Plan 2013
Lynn said that ISOC staff had just finished a retreat on the business plan and would be reviewing revenue projections and draft business plan with the Financial Committee during two meetings this month. She is planning to provide the final plan to the board well before the Toronto meeting.

VII. Review of ISOC’s Nominations Process for the PIR Board of Directors
Lynn noted that the ISOC Excom acts as the nominating committee for PIR board members and presents a slate to the full ISOC board. She said that the procedure included a call for nominations which Lynn would be drafting soon.  She noted that the timetable was designed to ensure a two month overlap after the new board members were approved. Lynn reviewed the schedule needed to accomplish this approval timetable. She said that two of the PIR board seats were up for consideration during this cycle.

VIII. ISOC’s Elections Process and Call for Nominations
Lynn said that the board should carefully review the call for nominations to ensure that it takes into account ISOC’s understanding of its strategic direction.

X. Update of ISOC-ECC
Lynn reported that there was no particular update.

– updating Procedures for the Conduct of Meetings

Eva suggested that the excom propose an update of the Conduct of Meetings procedure to the full board for approval. The excom agreed to that plan.

– Hall of Fame
Lynn said that staff had prepared a document that describes a plan for proceeding with the Hall of Fame and would be posting the document soon for Board discussion.

– Vice Chair
The excom discussed the usefulness of adding a Vice Chair position to the list of ISOC Officers. The excom agreed to remit the question to the Governance Committee when it is formed.

The meeting was adjourned at 8:44 AM.

All Board Executive Committee Meeting Minutes

Meeting (04 September 2012)