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Board of Trustees Meetings

All Meetings, Present to 1992

No. 101 (April 13, 2013)
Board Meeting

Board Meeting No. 101

Time: 09:00 – 17:15 local time (Beijing)

Venue: Beijing International Hotel
Address: No.9 Jiangguo Mennei Street, Beijing, 100005
Room 10

Audio Only Participants

US/Canada Global Dail-In Numbers Access Code
+1-650-479-3208 Global Dial-In Numbers 923 772 478
WebEx Log-In Meeting Number Passcode
Log into WebEx Here 923 772 478 bot-101

CLOSED SESSION (09:00 – 10:00)

09:00 – 10:00  I. Executive Session includes CEO and Secretary

10:00 – 10:15  Break

OPEN SESSION (10:15 – 16:15)

10:15 – 10:20  II. Welcome, Apologies and Declaration of Conflicts – E. Frölich

10:15 – 10:20  III. Consent Agenda – E. Frölich

(a). Approve the minutes of the 100th meeting of the Board of Trustees, held via teleconference on 21 January 2013

(b).Ratify the e-vote to amend the 2013 Elections Timetable

2013 Elections Timetable (Amended)

  • Call for Nominations: 15 November 2012
  • Nomination Period Closure:  02 January 2013
  • Nominations Committee Deliberations Ends: 15 February 2013
  • Candidates Announced, Petition Period Opens:  22 March 2013
  • Petition Period Closure:  5 April 2013, 23:59 UTC
  • Final Candidate Slate Announced/ Candidate Forum Begins: 12 April 2013
  • Ballots Posted (e-mail):  22 April 2013
  • Voting Closes, Election Date, Ballots Counted: 23 May 2013
  • Certification of Election, Challenge Period Opens: 31 May 2013
  • Challenge Period Closes:  7 June 2013
  • Challenge Response Period Ends, Results Finalized/Announced: 14 June 2013
  • Annual General Meeting: 3 August 2013

(c). Ratify the e-vote on the ISOC Chair Conflict of Interest; the Internet Society Board of Trustees, having been made aware of a temporary consulting relationship between the Internet Corporation for Assigned Names and Numbers (ICANN) and Eva Frölich, the Chair of the Internet Society Board of Trustees, while a potential conflict of interest may appear to exist, does not believe one exists, and as such, per The Internet Society Conflict of Interest Policy: Trustees, Board Committee Members, and Non-Employee Officers Section IV, the Board has determined to take no action.

(d). Formation of the CEO Search Committee

Resolution 13-XX: Establish a CEO Appointments Committee

RESOLVED, that a CEO Appointments Committee be established.

That all current Trustees who have irrevocably disclaimed all interest in accepting the CEO position are members of the committee.

That the CEO Appointments Committee be empowered to establish the job description and the terms and conditions under which the new CEO will be engaged.

That the CEO Appointments Committee be empowered to contract with such consultants, human resources firms, recruitment firms, advertising options and legal advisors as deemed appropriate and incur expenditures in order to satisfactorily complete the recruitment process.

That the Committee will organize its management and processes as it sees fit.

PROPOSED RESOLUTION: Resolution 13-xx Approve Consent Agenda

RESOLVED, that the following items contained in the Consent Agenda were approved and ratified

IV. Welcome New ISOC Chapters

PROPOSED RESOLUTION: Resolution 13-xx ISOC Board of Trustees Welcomes New Chapters

RESOLVED, that the ISOC Board of Trustees warmly welcomes the Chapters which were chartered and approved since the last Board meeting:

  • Estonia Chapter of the Internet Society
  • Canada Chapter of the Internet Society
  • Russia Chapter of the Internet Society
  • Rejuvenated Egypt Chapter of the Internet Society

10:20 – 10:35   V. IETF & IETF Trust Discussion – J. Arkko and B. Hinden (on behalf of C. Griffiths)

PURPOSE: Review Strategic Developments

PROPOSED RESOLUTION: None required

10:35 -– 10:50 VI. IASA Discussion – B. Hinden/R. Pelletier

PURPOSE:

(a). Review of the 2012 Preliminary Year End Financial Statements

(b). Update on key 2012 accomplishments and key 2013 developments

PROPOSED RESOLUTION: None required for the topics above

10:50 – 11:05 VII. ISOC Nominations Committee Update – K. Davidson

PURPOSE: Formal Report of ISOC’s Board of Trustee Nominations Committee

PROPOSED RESOLUTION: Resolution 13-xx: Accept the Nominations Committee Report

RESOLVED that the Report of the 2013 Nominations Committee is accepted

11:05 – 11:30 VIII. Financial Items

(a) 2012 Accomplishments and Preliminary Financial Statements – L. St.Amour & G. Kapfer

Resolution 13-xx: Authority of Secretary to report to Geneva Trade Register

RESOLVED, that the ISOC Board of Trustees authorizes the Secretary to request that Eric Alves de Souza, of the Geneva-based law firm of BAZ Legal, be listed in the Geneva Registre du Commerce as authorized to act as fiduciary for the Internet Society, acting at the direction of the Board of Trustees, as communicated by the Chair of the Board or the Chief Executive Officer of the Society. The Board also authorizes the Internet Society staff to execute an agreement for this service with BAZ Legal that includes indemnification when acting in this role.

(b) Finance Committee Update – Jason Livingood

11:30 – 12:00 IX. 2013 Business Plan Discussion – L. St.Amour & K. Rose

(Discussions excluding programs related to Policy as those are dealt with later in the agenda).

12:00 – 13:30 Lunch incl. time for email catch up

13:30 –14:00 X. Policy Discussion (Post WCIT, WTPF, etc) – M. Kummer

Discussion including relating programs as described in the 2013 Business Plan and proposed modifications

14:00 – 14:30 XI. Discuss the By-Laws Working Group Progress report – W. Roseman

14:30 – 15:00 Break (incl. time for email catch up)

15:00 – 16:00 XII. Discussion on Strategic Guidance for the Internet Society (Presentation)

16:00 – 16:15 XIII. AOB

(a). Press release(s) to be developed
(b). PIR Appointment Process

CLOSED SESSION (16:15 – 17:15)

16:15 – 17:15 XIV. Discussion on Chapters and Members – W. Roseman

Continuation from Miami

17:15 Meeting Adjourns (in open session)

BOARD MEETING DEBRIEF – Trustees only

17:15 – 17:30 Debrief