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Board of Trustees Meetings

All Meetings, Present to 1992

No. 129 (March 22, 2016)
Board Meeting

Board Meeting No. 129

22 March 2016
13:00–15:00 UTC.

Audio Only Participants

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Agenda

  1.  Welcome, Apologies and Declaration of Conflicts — B. Hinden  (5 mins)

  1.  Consent Agenda — B. Hinden  (10 mins)

(a) Approve the minutes of the 126th meeting of the Board of Trustees
(b) Approve the minutes of the 127th meeting of the Board of Trustees
(c) Approve the minutes of the 128th meeting of the Board of Trustees
(d) Ratify the e-vote on approval of the 2016 IAB slate
(e) Ratify the e-vote to extend Scott Bradner’s term on the IAOC
(f) Ratify the e-vote on PIR Board appointments

PROPOSED RESOLUTION:
Resolution 2016-XX: Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:

a/ Approve the minutes of the 126th meeting of the Board of Trustees
Resolution 2016-XX: Approve the minutes of the 126th Board meeting
RESOLVED, that the minutes of the 126th meeting of the Board of Trustees, held on October 30-31, 2015, in Yokohama, Japan are approved.

b/ Approve the minutes of the 127th meeting of the Board of Trustees
Resolution 2016-XX: Approve the minutes of the 127th Board meeting
RESOLVED, that the minutes of the 127th meeting of the Board of Trustees held on December 17, 2015, via teleconference, are approved.

c/ Approve the minutes of the 128th meeting of the Board of Trustees
Resolution 2016-XX: Approve the minutes of the 128th Board meeting
RESOLVED, that the minutes of the 128th meeting of the Board of Trustees held on March 10, 2016, via teleconference, are approved.

d/ Ratify the e-vote on approval of the 2016 IAB slate
Resolution 2016-XX: Ratify the e-vote on approval of the 2016 IAB slate
RESOLVED, that the e-vote held Januay 6 to 21, 2016, to approve the 2016 IAB slate is ratified. The e-vote passed unanimously. The resolution in the e-vote was:

RESOLVED, that the 2016 IAB slate consisting of the following individuals is approved:

  • Erik Nordmark
  • Joe Hildebrand
  • Martin Thomson
  • Ted Hardie
  • Brian Trammell
  • Lee Howard,

FURTHER RESOLVED, that the Internet Society Board of Trustees thanks the IETF Nominations Committee and its Chair, Harald Alvestrand, for their time and hard work.

e/ Ratify the e-vote extending Scott Bradner’s term as a member of the IAOC
Resolution 2016-XX: Ratify the e-vote extending Scott Bradner’s term as a member of the IAOC
RESOLVED, that the e-vote held January 29 to February 5, 2016, to extend Scott Bradner’s term as a member of the IAOC is ratified. The e-vote passed unanimously. The resolution in the e-vote was:

RESOLVED, that Scott Bradner’s term on the IAOC is extended until 11:59 PM UTC on June 19, 2016.

FURTHER RESOLVED, that the ISOC Board thanks Scott Bradner for his current service on the IAOC and for his willingness to extend his term.

f/ Ratify the e-vote to appoint members of the PIR Board
Resolution 2016-XX: Ratify the e-vote to appoint members of the PIR Board
RESOLVED, that the e-vote held February 15 to 23, 2016, to appoint members of the PIR Board is ratified. The e-vote passed unanimously except for Desiree Miloshevic, who abstained. The resolution in the e-vote was:

RESOLVED, that the ISOC Board of Trustees appoints the following people to the Board of Directors of the Public Interest Registry for terms beginning in mid-2016:

  • Roberto Gaetano, for a term of three years
  • Lise Fuhr, for a term of three years
  • Tosca Bruno-van Vijfeijken, for a term of three years.
  1.  Establishment of a branch office in Middle East – B. Hinden  (5 mins.)

PURPOSE: to approve the establishment of a branch office at Dubai Internet City instead of Knowledge Village.

PROPOSED RESOLUTION:
Resolution 2016-XX: Approve the establishment of a branch office.

(Note:  Passport numbers will be filled in on the version of the resolution presented to the UAE authorities.)

WHEREAS the Board of Directors of INTERNET SOCIETY, a non-profit organization duly established under the laws of the District of Columbia, United States of America with registration number 54-1650477 and having its registered office at 12020 Sunrise Valley Drive, Reston, VA 22091, United States of America (hereafter referred to as the “organization”), has discussed the establishment of a branch office of the organization in DCCA (as defined below), United Arab Emirates (“UAE”);

IT WAS DULY RESOLVED:

  1.  THAT a branch office of the organization with the name “INTERNET SOCIETY”, or such other name as is acceptable and approved by the Dubai Creative Clusters Authority (“DCCA”), shall be registered in Dubai Internet City (hereafter referred to as the “Branch Office”);
  1.  THAT the organization shall guarantee all financial obligations incurred by the Branch Office;
  1.  THAT Gregory M. Kapfer, a United States of America national holding passport number XXXXXXXXX, shall be appointed as the manager of the Branch Office (the “Manager”);
  1.  THAT the Manager shall have power and authority to do and undertake all acts on the Branch Office’s behalf for any transaction, including but not limited to the right to sell, buy, lease, mortgage, assign, rent or dispose of any real property, the right to execute, accept, undertake and perform all contracts in the Branch Office’s name, the right to initiate, defend, commence or settle legal actions on behalf of the Branch Office and the right to retain any accountant, attorney or other adviser deemed necessary to protect the Branch Office’s interests relative to any of the foregoing powers;
  1.  THAT the Manager shall have the power and authority to open, operate and close bank accounts in the name of the Branch Office and register his signature as authorized bank account signatory with the relevant financial institutions;
  1.  THAT the Manager shall have the power and authority to sign bank mandates, cheques drawn on any account opened in the name of the Branch Office at any bank for the purpose of operating the Branch Office and to endorse on behalf of the Branch Office any cheques, drafts or other negotiable instruments which he may deem necessary or proper in relation to the affairs of the Branch Office’s business;
  1.  THAT the organization shall execute a power of attorney in favour of the Manager in the form of the draft tabled at the meeting;
  1.  THAT the organization shall appoint any one of the following partners and associates of Taylor Wessing (Middle East) LLP, of Rolex Tower, 26th Floor, Shaikh Zayed Road, P.O. Box 33675, Dubai, UAE namely:
  • Mark Fraser, a British national holding passport number XXXXXXXXX; or
  • Jerry David Parks, a British national holding passport number XXXXXXXXX; or
  • Benjamin James Constance, an Australian national holding passport number XXXXXXXXX; or
  • Ronnie Rifai, an American national holding passport number XXXXXXXXX; or
  • Marie-Edwige Audrey Blanche Borye, a French national holding passport number XXXXXXXXX; or
  • Madeleine Herkes, a British national and holder of passport number XXXXXXXXX; or
  • Julia Ofer, a German national holding passport number XXXXXXXXX; or
  • Elsayed Gaber Afity Zineldin, an Egyptian holding passport number XXXXXXXXX; or
  • Thenjiwe Pamela Macanda, a British national holding passport number XXXXXXXXX;

acting jointly or individually (hereinafter called the “Attorney”) to act on behalf of the organization as its true and lawful attorney and to do and/or execute all or any of the acts and things hereinafter mentioned for and in the name of the organization (and/or the Branch Office) and on its behalf, namely:

8.1 to act as the organization negotiator/legal representative in Dubai and the UAE, and to represent the organization in all negotiations, discussions and dealings with the DCCA in relation to the establishment, registration and licensing the Branch Office, and the obtaining and renewal of such other approvals, permits, licences, certificates and consents as may be necessary to maintain the Branch Office in good standing with the relevant local and/or federal authorities in Dubai and the UAE, and to obtain and renew from time to time all such work permits and residence visas and other permits as may be required for employees of the Branch Office and their families and for visitors of the Branch Office;

8.2 to conclude, sign and execute on behalf of the organization any contracts, forms or documents in connection with the establishment of the Branch Office following such negotiations with the above authorities including but not limited to lease agreement, personnel secondment agreement, and to pay all fees, and expenses relating to the Branch Office and obtain a good receipt therefor;

8.3 to procure its registration as an authorized signatory of the Branch Office with all federal and local governmental or other authorities including service providers (Etisalat, DU, DEWA, etc…);

8.4 to represent the organization and/or Branch Office in all negotiations, discussions and dealings with the DCCA, the Department of Economic Development of the Government of Dubai, the Dubai Municipality, the UAE Ministry of Economy & Commerce, the Dubai Chamber of Commerce & Industry, a UAE Notary Public, the Ministry of Labour & Social Affairs, the Department of Immigration, Roads and Transport Authority, a UAE police department, any UAE Port and/or Customs Authority and/or all other local and federal authorities in the UAE and to sign and execute all such application forms, declarations, resolutions and documents of whatever kind as maybe required by the said authorities in relation to any matters as the Attorney may deem fit;

8.5 to conclude, sign and execute any documents of whatever kind pursuant to the laws and regulations of the UAE and the DCCA for the purposes of acquiring such approvals, permits and consents (and renewals thereof) as may be required in connection with the registration, licensing and operation of the Branch Office in DCCA and to sign and execute all such application forms, agreements, declarations, shareholder resolution and documents relating, but not limited to, the appointment and change of manager or any other officer of the Branch Office, change or cancellation of licence, change of name, change of address, liquidation and deregistration of the Branch Office and to vary, change, amend and/or renew such documents, registrations, licences, permits and authorizations;

8.6 to sign, execute, carry into effect and perform all agreements, contracts or other undertakings entered into by the organization and/or the Branch Office in normal course of business with any other person or persons, body or corporation and to vary or rescind the same or any of them;

8.7 to represent the organization and/or the Branch Office before all courts, committees and tribunals of whatsoever nature, all ministries, departments and other government agencies, all municipalities and other federal and local administrative offices and all authorities in all matters concerning the Branch Office’s affairs and to sign and execute all manner of documents, deeds, and to do and execute all acts and things which may be required by or necessary in the Branch Office’s dealings with any of the foregoing bodies;

8.8 to draw, sign, execute and deliver any notices or demands through the notary public or any other competent authority or officer and whenever necessary to appear before Courts in Dubai or any other emirate in the UAE for the purposes of signing and notarizing powers of attorney in favour of advocates, legal consultants, debt collection agents in connection with any legal proceedings brought or to be brought by or against the organization and/or the Branch Office before any court or other judicial or quasi-judicial or other governmental or non-governmental tribunal in any part of the UAE or for the purposes of signing and notarizing powers of attorney in favour of any other person for any other purpose as the Attorney shall in his absolute discretion think fit; and

8.9 to appoint and remove at the Attorney’s discretion any substitute or agent under the Attorney (including advocates) and to delegate all or part of the foregoing powers to such person or persons.

  1.  THAT the Organization shall confirm that the authorized signatory below is empowered to sign on behalf of and bind the organization.

Signed by:
Robert M. Hinden
Chairman

  1.  Accept IETF process documents — B. Hinden  (5 mins)

PURPOSE: To accept IETF process documents.

PROPOSED RESOLUTION:
Resolution 2016-XX: Accepting IETF process documents
RESOLVED, that the Board of Trustees accepts the following IETF process documents, and accepts the responsibilities of ISOC described in the documents.

Bradner, S. Ed., Updating the Term Dates of IETF Administrative Oversight Committee (IAOC) Members.  RFC 7691, November 2015, (Also BCP 101)

Resnick, P and A. Farrel, IETF Anti-Harassment Procedures, RFC 7776, March 2016 (Also BCP 0025)

  1.  Welcome new Chapters and Special Interest Groups — B. Hinden  (5 mins)

PURPOSE: To welcome newly approved ISOC Chapters and Special Interest Groups.

PROPOSED RESOLUTION:
Resolution 2016-XX: Welcome new ISOC Kyrgyzstan Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC Kyrgyzstan Chapter, which was chartered and approved since the last Board meeting.

PROPOSED RESOLUTION:
Resolution 2016-XX: Welcome new ISOC Kazakhstan Almaty Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC Kazakhstan Almaty Chapter, which was chartered and approved since the last Board meeting.

PROPOSED RESOLUTION:
Resolution 2016-XX: Welcome new ISOC Guatemala Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC Guatemala Chapter, which was chartered and approved since the last Board meeting.

PROPOSED RESOLUTION:
Resolution 2016-XX: Welcome new ISOC US North Carolina Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC US North Carolina Chapter, which was chartered and approved since the last Board meeting.

PROPOSED RESOLUTION:
Resolution 2016-XX: Welcome new ISOC Youth Special Interest Group
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC Youth Special Interest Group, which was chartered and approved since the last Board meeting.

  1.  ISOC Organization Members Advisory Council Report – S. Mansfield  (20 mins.)

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

No resolution required.

  1.  ISOC Nominations Committee Report — N. Clark  (10 mins)

PURPOSE: To accept the formal report of the ISOC Nominations Committee.

PROPOSED RESOLUTION:
Resolution 2016-XX: Accept the 2016 Nominations Committee report
RESOLVED that the report of the 2016 Nominations Committee is accepted.

  1.  Agenda for Board Meeting 129 in Buenos Aires — B. Hinden  (5 mins)

PURPOSE: To collect any comments on the high-level schedule and draft agenda for the Buenos Aires Board meeting.
No resolution required.

  1.  Making the Buenos Aires Board Meeting more Accessible — B. Hinden  (10 mins)

PURPOSE: To review plans to make the Board Meeting in Buenos Aires more accessible to the ISOC community.
No resolution required.

  1.  President & CEO Updates – K. Brown and T. Tolbert (30 mins)

PURPOSE: To receive organizational and administrative updates.

No resolution required.

  1. AOB  (5 mins)

Move to Executive Session

  1.  ISOC Nominations Committee Experiences — N. Clark  (10 mins)

PURPOSE: To discuss experiences of the ISOC Nominations Committee in 2016.
No resolution required.

  1. Adjournment