Date: 2011-06-06
Committee: Executive Committee of BoT
Document: Excomm-11-05
Status: Unconfirmed
Maintainer: Minutes taken by Scott Bradner.
Access: Unlimited

Eric Burger
Raul Echeberria
Eva Frolich (Treasurer)
Alejandro Pisanty
Lynn St.Amour (President and CEO)

Apologies were received from Jonathan Zittrain.

Also present:
Scott Bradner (Secretary)
Elizabeth Oluoch (ISOC staff)

The Executive Committee of the ISOC BoT met on Monday 6 June, 2011 from 9:07 AM to 11:07 AM US EDT by teleconference.

I. Opening Comments
Raul asked if anyone had any conflict of interest with any of the agenda items. No one indicated any conflicts. He also asked if anyone had any request to add to the agenda. Lynn said that she wanted to talk about the ISOC lease extension and Raul said that he wanted to add a discussion of the CEO relocation.

II. Approve the Minutes of the May 2 Exec-committee meeting
The excom approved the draft minutes as presented.

III. July 30-31 Board meeting: agenda review and meeting format & schedule
The excom discussed the draft agendas and schedule for the upcoming board meetings in Quebec City and made some suggestions for changes.

IV. Board Orientation Process
The excom discussed the content and the schedule of the orientation process for new Board members and the materials used.

V. Status of by-laws review
Scott reported that he and Greg Kapfer had worked with the lawyers on a draft of a first phase of a by laws revision. He said that this phase was mostly to clean up the by laws in preparation for a second phase that could address more substantive things including the number and distribution of trustees as well as the formal role of the chapters and the AC. The excom noted that the second phase will require broad involvement from all parts of the society.

The excom discussed the proposed by laws revisions.

VI. Board Vacancy – To fill or not
The excom discussed the possibility of appointing a trustee to fill the Board vacancy. Raul took an action item to start a discussion on the board list on the possibility filling the vacancy. Raul noted that he had consulted with the AC on what the board should do in regards to filling the existing vacancy and distributed that information to the board.

VII. Extending ISOC’s Lease
Lynn noted that she sent a note to the excom list earlier about extending the ISOC lease. She said that this notice was informational in that the extension was covered by the budget but that she wanted to inform the excom because it involved a long-term commitment. The excom had no objections to extending the lease.

VIII. CFO Compensation Review and Approval
Raul and Lynn informed the excom of the process followed to determine the new compensation level for the CFO and noted that the process met the requirements of US regulations. The excom discussed the CFO compensation level.

The excom voted unanimously in favor of the new compensation level.

Lynn and Elizabeth left the meeting at this point.

IX. CEO Contract – Review and Approval
Raul informed the excom of the process followed to determine the new contract and compensation level for the CEO and noted that the process met the requirements of US regulations. The excom discussed the CEO contract and compensation level.

A vote of the Executive Committee was taken and the excom voted unanimously in favor of the new contract for the CEO.

Raul confirmed that he would report the results of the vote to Board of Trustees at their next meeting.

X.  CEO’s relocation
The excom discussed the CEO’s request for excom approval of her relocation to Boston from Geneva.

XI. CEO’s goals and objectives.
The excom discussed defining goals and objectives for the CEO now that the contract has been approved.

The meeting was adjourned at 11:07 AM EDT.

All Board Executive Committee Meeting Minutes

Meeting (06 June 2011)