Donate

Board of Trustees Meetings

All Meetings, Present to 1992

No. 73 (July 24, 2009) AGM
Board Meeting

Board Meeting No. 73

24 – 25 Jul 2009, Stockholm, Sweden

Address: Barnhusgatan 12-13, 111 23 S
Room: 202

Remote Participation:
ISOC Marratech Conferencing System https://marratech.tools.isoc.org:8001* click on the Auditorium room to join the conference

High Level Schedule for Planning Purposes

Friday, 24 July 2009
10:00-12:00 New Trustee Orientation 02:00
12:00-13:00 Lunch (optional) 01:00
Open Session 13:00-17:15
13:00-13:45 Meeting # 73 – AGM Meeting 00:45
13:45-17:15 Meeting# 74 Begins – Meeting Slot 1 03:30
Closed Session I 17:15-19:00 (New Board, Executive Team & Invited Guest Only)
17:15-19:00 Meeting Slot 2 1:45
19:30-22:00 Dinner – ISOC (New) Board 2:30
Saturday, 25 July 2009
07:00-08:00 Breakfast (optional) 01:00
Closed Session II  08:00-09:00 (New Board, Executive Team & Invited Guest Only)
08:00-09:00 Meeting Slot 2 01:00
Open Session  09:00-17:30 (includes breaks and lunch)
09:00-17:30 Meeting Slot 4 08:30
19:00-22:00 DINNER:ISOC Board & Sr. Mgmt. w/ IAB, IESG, IAOC/(IETF Trust Trustees),and IRTF leadership 03:00

Board Meeting 73 – AGM

Friday, 24 July 2009
From/To Item Time
10:00-12:00 Trustee Orientation & Private time – build acquaintances, review key areas as part of Trustee orientation. Agenda will be sent separately. 2:00
12:00-13:00 Lunch 1:00
13:00-13:10
I. Agenda and Ratifications
0:10
13:10-13:15
II. Minutes/E-votes Approved Minutes 71 and Minutes 72

PROPOSED RESOLUTIONS:

(a)- Resolution 09-XX: Approval of the Minutes of the 71st Board Meeting

RESOLVED, that the minutes of the 71st meeting of the Internet Society held by teleconference, 18 May 2009, are approved.

(b)- Resolution 09-XX: Approval of the Minutes of the 72nd Board Meeting

RESOLVED,that the minutes of the 72nd meeting of the Internet Society held by teleconference, 29 May, 2009 are approved.

(c)- Resolution 09-XX: Ratifying the Electronic Votes approving ISOCs Delegation Policy

RESOLVED, that the electronic votes approving ISOC’s Delegation Policy is ratified.

0:05
13:15-13:30
III. Audit Committee Report

PURPOSE: Receive the report of the Audit Committee and accept the 2008 Independent Auditors Report

A resolution to accept the 2008 audited statements will not be entertained at this time. The final audited statements will be presented at a later date to the Board of Trustees for an e-vote.

0:15
13:30-13:40
IV. Election Committee Report – P. Vande Walle

PURPOSE: Accept the report of the Election Committee on the 2008 – 2009 Election

PROPOSED RESOLUTION: Resolution 09-XX: Accept the 2008-2009 Election Committee Report

RESOLVED, that the Report of the 2008-2009 Elections Committee is accepted.

0:10
13:40-13:45
V. Recognition of Outgoing Trustees

PROPOSED RESOLUTION:
Resolution 09-XX: Recognition of outgoing Trustees

RESOLVED, that the board extends its sincere gratitude to the outgoing board members, Patrik Fältström, Franck Martin, Bill St. Arnaud and Baoping Yan for their dedication and outstanding service to the Internet Society.

0:05

Board Meeting 74 – New Board is seated

Friday, 24 July 2009
From/To Item Time
13:45-14:45
I. Chair Elections and Board Appointments

PURPOSE:

  • Appointments and election of a Chair of the ISOC Board of Trustees. Note: Some appointments may be addressed later (at the discretion of the Chair)
  • Review ISOC’s Conflict of Interest Policy and Agree on the Review Process and Responsible Party (For minutes)

PROPOSED RESOLUTIONS:
(a) – Resolution 09-XX: Appointing ISOC Board of Trustees Chair
RESOLVED, that XXXX be appointed as Chair of the ISOC Board of Trustees

(b) – Resolution 09-XX: Appoint a Secretary to the Board
RESOLVED, that XXXX be appointed as Secretary to theBoard

(c)- Resolution 09-XX: Appoint a Treasurer
RESOLVED, that XXXX be appointed as Treasurer

(d) -Resolution 09-XX: Appoint an Audit Committee
RESOLVED, that XXXX (as Treasurer) be appointed chair of the Audit Committee and YYY beappointed as members of the Audit committee.

(e) – Resolution 09-XX: Appoint an Executive Committee
RESOLVED that XXXX be appointed to the Executive Committee along with Lynn St. Amour (as President & CEO), XXX (as Treasurer) and XXX (as Secretary).

(f)- Resolution 09-XX: Appoint a Chair of the Elections Committee
RESOLVED, that XXXX be appointed as Chair of the Elections Committee

(g) – Resolution 09-XX: Appoint a Chair of the Nominations Committee
RESOLVED, that XXXX be appointed as Chair of the Nominations Committee

1:00
14:45-15:00
II. 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 2009-2010 term

PROPOSED RESOLUTION: Resolution 09-xx: The ISOC Board of Trustees appoints XXXXX as ISOC Liaison to the IETF Nominations Committee for the 2009-2010 term

0:15
15:00-15:15
III. Approve Audit Committee Charter

PURPOSE: Approve an Amendment to the Audit Committee Charter.

PROPOSED RESOLUTION: Resolution 09-XX: Approve the Amendment and Restatement of the Audit Committee Charter

RESOLVED, that the Audit Committee Charter (the “Charter”) be amended and restated to indicate that in its review of the audited statements of the Internet Society, the Audit Committee relies on the independent audit of Public Interest Registry and the review by the Board of Directors of Public Interest Registry, and

FURTHER RESOLVED, that the Audit Committee is responsible for the review of the Annual Disclosure Forms submitted under the Internet Society’s Conflict of Interest Policy, with a report to be made to the Board of Trustees at least annually.

0:15
15:15-15:30
Break (in meeting room)
0:15
15:30-16:30
IV. President & CEO’s Report – L. St.Amour

PURPOSE: Status update and context for Strategic Planning session

(a) Review key directions as pertains to 3-year Business Plan and Budget Development. Will address following specific BoT Work Plan Items:

Key Initiative Reviews

  • InterNetWorks – L. Daigle
  • EnablingAccess – K. Rose /J. McNerney
  • Trust &Identity – L. Lynch

Key Program and Department Reviews

  • Strategic Global Engagement – B.Graham
  • Revenue Stream Diversification – J. McNerney
  • Public Policy: Review strategic priorities & partners
    F. Donck

(b) Review 2009 YTDFinancials and 2009 Forecast
L. St.Amour/G. Kapfer

(c) Review 3-yearhigh level “budget envelope”
L. St.Amour/G. Kapfer

PROPOSED RESOLUTION: None Required, but will be looking for Sense of the Board

1:00
16:30-16:45
V. ISOC Delegation Policy Review – G. Kapfer

Purpose: Review the delegations of financial authority that may be discharged herein from CEO to department managers.

PROPOSED RESOLUTION 09-xx: Approval of ISOC’s Delegation Policy

RESOLVED that ISOC’s Delegation Policy, dated 24 May, 2009 is approved.

0:15
16:45-17:05
VI. Advisory Council Update – AC Co-Chair(s)

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

PROPOSED RESOLUTION: None Required

0:20
17:05-17:15 Break
Closed Session
17:15-18:00
VII. PIR Reviews – A. Raad/B. Fraser

PURPOSE:

  • High level Update on key developments
  • Review 2009 YTD Business results
  • Review 3-year Preliminary Financials

PROPOSED RESOLUTION (None required)

0:45
18:00-19:00
VIII. Board Discussion – New Board, Executive Team and Invited Guest Only

PURPOSE: Board has been informed separately of the topics

1:00
19:30-22:00
Dinner – ISOC (New) Board
2:30

Saturday, 25 July 2009

From/To Item Time
Closed Session
08:00-09:00
IX. Board Discussion – New Board, Executive Team and Invited Guests Only

PURPOSE: Board has been informed separately of the topics

1:00
Open Session
09:00-09:10 Break 0:10
09:10-10:10
X. IETF, IAB, IAOC & IETF Trust Updates – R. Housley:
  • O. Kolkman
  • B. Hinden
  • M. Eubanks

PURPOSE: High level report of key developments in the IETF, IAB, IAOC and IETF Trust.

  • Review long term direction as pertains to 3-year Business Plan and Budget Development for each I* area
  • Review 3-year high level budget outlook

PROPOSED RESOLUTION: None required

1:00
10:10-10:40
XI. Presentation by the Swedish Chapter of the Internet Society

PURPOSE: Increased visibility for ISOC Chapters and their activities

PROPOSED RESOLUTION: None required

0:30
10:40-15:45
XII. Strategic Planning (Includes lunch and afternoon break)

PURPOSE: Sense of the Board with respect to key areas of development for ISOC for the 2010-2012 Planning period.

ISOC Management have created 4 plausible scenarios for the future of the Internet/Internet’s development (in an 8 year window – 2 pages long) and will share these with the Board in advance of the meeting in order to scope critical areas and set context for our discussion during this session. We will structure a discussion for the Board meeting that identifies possible actions/roles for ISOC.

Scenarios:

  • Telco’s Heaven
  • Boutique Networks
  • Porous Garden
  • Common Pool

PROPOSED RESOLUTION: None Required, but key points to be captured in a Sense of the Board

5:05
15:45-16:15
XIII. Discussion – Cultural/National Diversity within ISOC
0:30
16:15-16:45
XIV. Update Board Work Plan
0:30
16:45-17:15
XV. Board Appointments Continued (If necessary)
0:30
17:15-17:30
XVI. AOB/End of Meeting
0:15
19:00-22:00 Dinner ISOC Board & Sr. Mgmt. with IAB, IESG, IAOC/(IETF Trust Trustees), and IRTF leadership 3:00