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Board of Trustees Meetings

All Meetings, Present to 1992

No. 113 (June 27-28, 2014) AGM
Board Meeting

Board Meeting No. 113

Venue: Thistle Marble Arch Hotel
Address: 54 Bryanston Street, Marble Arch, London UK
Room: Edinburgh 1-2

 Audio Only Participants – Day One

US/CANADA GLOBAL DAIL-IN NUMBERS MEETING NUMBER
+1-650-479-3208 Global Dial-In Numbers 928 439 880

WebEx Participants – Day One

WEBEX LOG-IN MEETING NUMBER PASSCODE
Log into WebEx Here 928 439 880 bot-113

Agenda – Day One

Friday, 27 June 2014

10:00
1. Opening of ISOC Annual General Meeting

10:00 – 10:30
2. Annual Election of Officers  – ISOC President presides
PURPOSE: Elect officers of the ISOC Board of Trustees.
Election of the Chair of the Board (who then proceeds to chair the meeting)

Election of the President
Election of the Secretary
Election of the Treasurer

10:30 – 10:35
3. Welcome, Apologies and Declaration of Conflicts – Board Chair 

10:35 – 10:40
4. Approve the minutes of the 112th meeting of the Board of Trustees, held 16 June 2014 via teleconference. — Board Chair

Resolution 2014-XX: Approval of the Minutes of Board Meeting 112.
RESOLVED, that the minutes of Meeting 112 of Internet Society Board of Trustees held by teleconference 16 June 2014 are approved.

10:40 – 11:20
5. Action items from the 2013-2014 Board – B. Hinden, 2013-2014 Board Chair
PURPOSE:  Accept summary of agreed Board action items from the 2013-2014 Board of Trustees.

PROPOSED RESOLUTION:
Resolution 14-XX: Accept the Summary of Agreed Board Action Items from the 2013-2014 Board of Trustees.
RESOLVED: The ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2013-2014 Board of Trustees.

11:20 – 11:30
6. Recognition of Outgoing Trustees – Board Chair
PURPOSE: Express appreciation to outgoing Trustees for their service to the Board.

PROPOSED RESOLUTION:
Resolution 14-XX: Recognition of outgoing Trustees
RESOLVED, that the board thanks outgoing Board members Alain Aina, Raúl Echeberría, Theresa Swinehart and Bert Wijnen for their dedication and outstanding service to the Internet Society.

11:30 – 12:00
7. Board Committees and Charters – Board Chair
PURPOSE: Review the committees of the Board and their charters.  (Selection of committee chairs and members will occur on Day 2 of the meeting.)
No resolution needed.

12:00 – 13:00
LUNCH, EMAIL TIME, ETC.

Move to Executive Session

13:00 – 14:00
8. PIR Organization Reviews – M. Botterman, B. Cute
PURPOSE:
(a).  High level update on key developments and 2014 Business results.
(b).  Review 3-year high-level budget outlook and advice.
No resolution needed.

14:00 – 14:30
9. PIR Newco Retail Business – Board Chair
PURPOSE: discuss details of the PIR Newco Retail Business
No resolution needed.

Move to Public Session

14:30 – 15:00
10. IAOC and IETF Trust Updates – C. Griffiths, T. Gondrom
PURPOSE:
(a). Review of 2013 year-end financial statements
(b). Financial planning for future and IETF venues selection
(c). Update on the IETF Trust
No resolution needed.

15:00 – 15:30
11. IETF & IAB Updates – J. Arkko, R. Housley
PURPOSE: Review strategic developments.
No resolution needed.

15:30 – 16:00
BREAK, EMAIL TIME, ETC.

16:00 – 16:15
12. Advisory Council Update – S. Mansfield
PURPOSE: Report to the Board and CEO from the Organization member’s Advisory Council
No resolution needed.

16:15 – 16:45
13. Report by ISOC UK England Chapter – O. Crepin-Leblond, C. de Larrinaga
PURPOSE: Increased visibility for ISOC Chapters and their activities.
No resolution needed.

16:45 – 17:00
14. AOB

17:00
End of Day One

19:00-21:30
Board Dinner

 Audio Only Participants – Day Two

US/CANADA GLOBAL DAIL-IN NUMBERS MEETING NUMBER
+1-650-479-3208 Global Dial-In Numbers 927 998 076

WebEx Participants – Day Two

WEBEX LOG-IN MEETING NUMBER PASSCODE
Log into WebEx Here 927 998 076 bot-113

Agenda – Day Two

Saturday, 28 June 2014

08:30 – 09:00
Board Only Session

09:00 – 09:30
Board and CEO Session

09:30 – 10:15
15. Annual Appointment of Committee Chairs and Members – Board Chair
PURPOSE: Appoint chairs and members of committees of the Board
Note: Some committee member appointments may be undertaken later in the Meeting or at a future meeting (at the discretion of the Chair).

PROPOSED RESOLUTIONS:

(i). Appoint the Executive Committee

Resolution 14-XX: Appoint the Executive Committee
RESOLVED, that the Board  appoints xxx, xxx and xxx as members of the Executive Committee, along with Kathy Brown (President & CEO), XXX (Treasurer), XXX (Secretary) and XXX (Chair of the Board) who serves as chair of the committee.

(ii). Appoint the chair and members of the Audit Committee

Resolution 14-XX: Appoint the chair of the Audit Committee
RESOLVED, that the Board appoints xxx as chair and xxx, xxx, and xxx as members of the Audit Committee.

(iii). Appoint the Finance Committee

Resolution 14-XX: Appoint the Finance Committee
RESOLVED, that the Board appoints xxx, xxx and xxx as members of the Finance Committee, along with Kathy Brown (President), and XXX (Treasurer) who serves as chair of the committee.

(iv). Appoint the Compensation Committee

Resolution 14-XX: Appoint the Compensation Committee
RESOLVED, that the Board appoints xxx, xxx and xxx as members of the Compensation Committee, along with XXX (Chair of the Board) who serves as chair of the committee.

(v). Appoint the chair of the Nominations Committee

Resolution 14-XX: Appoint the chair of the Nominations Committee
RESOLVED, that the Board appoints xxx as chair of the Nominations Committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this Committee.

(vi). Appoint the chair of the Elections Committee

Resolution 14-XX: Appoint the chair of the Elections Committee
RESOLVED, that the Board appoints xxx as chair of the Elections Committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this Committee.

(vii).  Appoint the chair of the Governance Committee

Resolution 14-XX: Appoint the chair of the Governance Committee
RESOLVED, that the Board appoints xxx as chair of the Governance Committee. Kathy Brown (President) serves as a non-voting, ex-officio member of this Committee.

10:15 – 10:30
BREAK, EMAIL TIME, ETC.

10:30 – 10:45
16. Appointment of ISOC Liaison to IETF Nominations Committee – Board Chair

PROPOSED RESOLUTION: Resolution 14-XX: Appoint a liaison to the IETF nominations committee.
RESOLVED, that the ISOC Board appoints xxx as ISOC Liaison to the IETF nominations Committee for the 2014-2015 term.

10:45 – 11:45
17. Board Selection Discussion — Board Chair
PURPOSE: Discussion of ways to improve the nominations and elections process.
No resolution needed.

11:45 – 12:00
Group photo of new Board

(Individual photos of new Trustees will be pre-scheduled and taken during the lunch break.)

12:00 – 13:00
LUNCH, EMAIL TIME, ETC.

Move to Executive Session

13:00 – 14:15
18. President & CEO Report – K. Brown
PURPOSE:
(a)  Update on Internet governance and Priorities (30 Mins.)
(b)  A report on focusing ISOC for the future, and the fiscal health of the organization. (45 mins.)
No resolution needed.

14:15 – 14:40
19. Discuss appointment of ISOC Representatives to NTIA/IANA Stewardship Transition Coordination Group – N. Clark
PURPOSE: Discuss potential representatives to the NTIA/IANA Stewardship Transition Coordination Group.
No resolution needed.

Move to Public Session

14:40 – 14:45
20. Appointment of ISOC Representatives to NTIA/IANA Stewardship Transition Coordination Group – Board Chair
PURPOSE: Appoint representatives to the NTIA/IANA Stewardship Transition Coordination Group.

PROPOSED RESOLUTION: Resolution 14-XX: Appoint ISOC representatives to the NTIA/IANA Stewardship Transition Coordination Group.
RESOLVED, that the ISOC Board appoints xxx and xxx as ISOC representatives to the NTIA/IANA Stewardship Transition Coordination Group for a term of one year commencing in July 2014.

14:45 – 15:00
BREAK, EMAIL TIME, ETC.

15:00 – 15:15
21. Review of 2014-2016 Board meeting dates – Board Chair
PURPOSE: Review calendar of Board meetings for 2014-2016.
No resolution needed.

15:15 – 16:00
22. AOB – Board Chair

16:00
23. Adjournment of Meeting #113

16:00-16:30
Board Only Session

16:30-17:00
Board and CEO Session

19:00-21:30
Board Dinner