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Board of Trustees Meetings

All Meetings, Present to 1992

No. 103 (August 3-4, 2013) AGM
Board Meeting

Board Meeting No. 103

Venue: InterContinental Berlin
Address: Budapester Strasse 2
10787 Berlin, Germany
Room: Bellevue, Lobby Level

Audio Only Participants

US/Canada Global Dail-In Numbers Meeting Number
+1-650-479-3208 Global Dial-In Numbers 926 570 962
WebEx Log-In Meeting Number Passcode
Log into WebEx Here 926 570 962 bot103
Saturday, August 3 – DAY 1

Start: 10:00 AM local
End: 4:30 PM local
Closed Session from 11:45 AM – 4:30 PM

10:00 – 10:30  OPENING OF ANNUAL GENERAL MEETING (AGM)/103rd BOARD MEETING
(chaired by the President of the Internet Society pending completion of Chair elections)

10:00 – 10:30 I. Annual Election of Officers

PURPOSE: Elect Officers of the ISOC Board of Trustees

  1. Election of the Chair of the Board (hereinafter chairing the Meeting)
  2. Election of the President
  3. Election of the Secretary
  4. Election of the Treasurer

10:30 – 10:35  II. Apologies, Declaration of Conflicts, /E-votes Approved/Consent agenda

(a). Resolution 2013-xx: Approval of the Minutes of Board Meeting# 102

RESOLVED, that the minutes of Meeting 102 of Internet Society Board of Trustees held by teleconference 29 May 2013 are approved.

(b). Dissolution of By-Laws Committee (if necessary)

PURPOSE: To dissolve the By-Laws Committee of the Board in favor of the advisory work performed by the By-Laws Working Group.

PROPOSED RESOLUTION: Dissolve the By-Laws Committee of the Board that was initially established by Board Resolution 2011-30.

RESOLVED that by vote of at least two-thirds of the Trustees in office, the Trustees dissolve the By-Laws Committee of the Board that was initially established by Board Resolution 2011-30.

(c). ISOC’s Investment Policy (if necessary)

PROPOSED RESOLUOTION: Resolution 2013-xx: Amendments to Investment Policies

RESOLVED, that the Board approves the amendments to the Internet Society Investment Policy, adopted in May 2009, and to the Endowment Investment Policy adopted  in May 2012, such amendments reviewed by and proposed for adoption by the Finance Committee.

FURTHER RESOLVED, that the Board approves a change to the asset allocation directive for Continuity Funds, as recommended by the Finance Committee and as contained in the proposed amended ISOC Investment Policy

(d). PIR Board of Directors Appointments for 2014

PURPOSE: Review and approve the Call for Candidates and timetable for the PIR Board of Directors Appointments for 2014

Resolution 13-XX: Approval of the Call for Candidates and timetable for the PIR Board of Directors Appointments for 2014

RESOLVED, that the Call for Candidates and  timetable for the 2014 PIR Board of Directors Appointment is approved

10:35 – 11:05  III. Advisory Council Update – AC Co-Chairs

PURPOSE: Report from the Organization Member’s Advisory Council to the Board and CEO

PROPOSED RESOLUTION: None Required

11:05 – 11:25  Break

11:25 – 11:40  IV. IAOC & IETF Trust Updates – B. Hinden & C. Griffiths

PURPOSE:

  1. Review Strategic Developments and key directions
  2. Statutory reports to be sent ahead of time and there will be a short period for questions only

PROPOSED RESOLUTION: None Required

11:40 – 11:45 Break (move to Closed Session)

CLOSED SESSION (11:45 – 12:30)

11:45 – 12:30 V. IETF and IAB Updates – J Arkko & R Housley

PURPOSE:  Review Strategic Developments and key directions

PROPOSED RESOLUTION: None Required

12:30 – 13:30  LUNCH

CLOSED SESSION RESUMES

13:30 – 15:30  VI. Board Governance & Fiduciary Review Session

15:30 – 15:45  Break

15:45 – 16:30  VII. PIR Organization Reviews – M. Botterman/B.Cute

PURPOSE:

  1. High level update on key developments and 2013 Business results
  2. Review 3-year high-level budget outlook and advice

PROPOSED RESOLUTION: See supporting materials

16:30   End of Day 1

18:00 – 20:00  Hall of Fame Induction Ceremony (open to all)

20:30 – 22:30  Inductee Celebration Dinner (by invitation)

Sunday, August 4  – Day 2

Start: 10:00 AM local
End: 5:00 PM local

(Board Meeting Resumes in OPEN SESSION at 10:00)

09:00 – 10:00 Board Only Session

10:00 – 11:00  VIII. President & CEO Report – L. St.Amour

  1. 2013 YTD Performance and Financials – L. St.Amour/W. Roseman/G. Kapfer
  2. Policy Discussion – M. Kummer
  3. By-Laws Working Group Progress report – W. Roseman

11:00 – 11:40  IX. (a). Annual Appointment of Committee Members (includes 10 mins break)

Note: Some Committee appointments maybe addressed later (at the discretion of the chair)

PURPOSE: Appoint Chairs and Members of Committees of the Board

PROPOSED RESOLUTIONS:

(i) Resolution 13-XX: Appoint chair and members of the Executive Committee

RESOLVED, that the Board appoints xxx, as Chair, xxx, xxx and xxx as members of the committee, along with Lynn St. Amour (as President & CEO), XXX (as Treasurer) and XXX (as Secretary).

(ii). Resolution 13-XX: Appoint chair and members of the Audit Committee

RESOLVED, that the Board appoints xxx as the chair of the Audit Committee, and xxx and xxx as members of the committee.  (Appointment of committee members may be undertaken later in the Meeting or at a future meeting).

(iii). Resolution 13-XX: Appoint a chair and members of the Finance Committee

RESOLVED, that the Board appoints xxx as the chair of the Finance Committee, and xxx and xxx as members of the committee. (Appointment of committee members may be undertaken later in the Meeting or at a future meeting). The President serves as a non-voting, ex-officio member of this Committee.

(iv). Resolution 13-XX: Appoint a chair and members of the Compensation Committee

RESOLVED, that the Board appoints xxx as the chair of the Compensation Committee, and xxx and xxx as members of the committee. (Appointment of committee members may be undertaken later in the Meeting or at a future meeting).

(v). Resolution 13-XX: Appoint a chair of the Nominations Committee

RESOLVED, that the Board appoints xxx as the chair of the Nominations Committee, and  xxx and xxx as members of the committee. (Appointment of committee members may be undertaken later in the Meeting or at a future meeting). The President serves as a non-voting, ex-officio member of this Committee.

(vi). Resolution 13-XX: Appoint a chair of the Elections Committee

RESOLVED, that the Board appoints xxx as the chair of the Elections Committee, and xxx and xxx as members of the committee. (Appointment of committee members may be undertaken later in the Meeting or at a future meeting). The President serves as a non-voting, ex-officio member of this Committee.

(vii) Resolution 13-XX: Appoint chair and members of the Governance Committee

RESOLVED, that the Board appoints xxx as the chair of the Governance Committee, and  xxx and xxx as members of the committee.  (Appointment of committee members may be undertaken later in the Meeting or at a future meeting).

(viii). 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.

(b). Appointment of the ISOC Liaison to the IETF Nominations Committee

PURPOSE: ISOC Board of Trustees appoints the ISOC Liaison to the IETF Nominations Committee for the 2013 – 2014 term.

PROPOSED RESOLUTION: Resolution 13-XX: The ISOC Board of Trustees appoints XX as ISOC Liaison to the IETF Nominations Committee for the 2013– 2014 term

Resolved, that the ISOC Board appoints XX as ISOC Liaison to the IETF nominations Committee for the 2013– 2014 term

11:40 – 12:00  X. ISOC Call for Nominations

PURPOSE: Criteria and schedule review for the Call for Nominations for the 2014 ISOC Board of Trustees

PROPOSED RESOLUTION: Resolution 13-XX: Approval of the 2014 Elections Timetable

RESOLVED, that the 2014 Elections Timetable is approved

12:00 – 13:45  XI. Presentation by the German Chapter of the Internet Society (including lunch)

PURPOSE: Increased visibility for ISOC Chapters and their activities

PROPOSED RESOLUTION:  None Required

13:45 – 15:45 XII. Strategic Planning Update and 2014 – 2016 Business Planning Review

PURPOSE:  To Review Strategic Options and recommendations from the Strategic Planning Process; and forward looking business planning process

PROPOSED RESOLUTION:  None Required

15:45 – 16:00    Break

16:00 – 16:30 XIII. Board Work Plan and 3-5 Year Meeting Dates

16:30 – 17:00 XIV. AOB

17:00      Meeting Adjourns

17:00 – 17:30 BOARD MEETING DEBRIEF – Trustees only