I. Minutes/E-Votes Approved

PROPOSED RESOLUTIONS

I (a) – Resolution 09-xx: Approval of Minutes of the 75th Board meeting

RESOLVED that the minutes of the 75th Board meeting of the Internet Society held September 21, 2009 are approved

I (b) – Resolution 09-xx: Approval of the 2010 Nomination Committee

RESOLVED that the ISOC Board of Trustees approves the 2010 Nominations Committee slate as Chaired by Daniel Karrenberg

I (c) – Resolution 09-xx: Approval of the 2010 Election Committee

RESOLVED that Fred Baker and Jonne Soininen be appointed as members of the Election Committee as Chaired by Patrick Vande Walle

II.Advisory Council Report – O.Dubuisson, AC Co-Chair

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

PROPOSED RESOLUTION:None Required

III. Elect ISOC’s Representative to the IAOC

PURPOSE: To elect ISOC’s representative to the IAOC for a two-year term coincident with IETF meetings. Term begins March 2010 and ends March 2012.

PROPOSED RESOLUTION:

Resolution 09-XX: Appoint the ISOC member of the IAOC

RESOLVED to appoint XXXXX as the ISOC representative to the IAOC for a two-year term effective March 2010 and ending March 2012.

IV. Presentation by the Netherlands Chapter of the Internet Society – J.W. Broekema, President of the Dutch chapter

PURPOSE: Increased visibility for ISOC Chapters and their activities

PROPOSED RESOLUTION: None required

V. Board Discussion

PURPOSE: High level discussion on various strategic opportunities.

Resolution 09-XX Authorizing a donation to the World Wide Web Consortium (“W3C”) in support of their Organizational evolution.

WHEREAS the Internet Society (“ISOC”) is a nonprofit organization founded in 1992 to provide leadership in Internet related standards, education, and policy. With offices in Washington D.C., USA, and Geneva, Switzerland, it is dedicated to ensuring the open development, evolution and use of the Internet for the benefit of people throughout the world.

WHEREAS the World Wide Web Consortium (“W3C”) is an international community where Member organizations, a full-time staff, and the public work together to develop Web standards. W3C is currently operated pursuant to two separate joint sponsorship agreements – one between the Massachusetts Institute of Technology (“M.I.T.”) and European Research Consortium for Informatics and Mathematics (“ERCIM”), and the other between M.I.T. and Keio University (“KEIO”);

WHEREAS W3C and ISOC recognize strong alignment between both organizations on a global open Internet, the Internet Ecosystem model, and our stewardship mission and responsibilities to the global Internet and end-users worldwide;

WHEREAS ISOC understands that pursuant to a 2009 report of a W3C Advisory Board task force, the W3C Advisory Board has recommended the creation of an independent W3C legal entity or lightweight Headquarters and W3C leadership intends to pursue the viability of W3C becoming an independent organization during 2010;

WHEREAS ISOC wishes to support this organizational evolution for a period of three years contingent upon progress being made towards such establishment and as reported through periodic reports;

WHEREAS ISOC will provide financial support to W3C, as outlined in ISOC’s 2010 – 2012 Business Plan and Budget, to assist W3C in establishing said independent entity or lightweight headquarters operation while also investigating means to increase collaboration with other parts of the Internet community;

WHEREAS ISOC and W3C recognize that W3C continues to be an independent organization and will make technical decisions according to its own process and that the financial support provided by ISOC will not encumber the W3C technical process;

Be It Resolved that ISOC expresses its willingness to facilitate W3C’s pursuit of an independent entity or lightweight headquarters operation in a manner to be identified in on-going discussions, and will explore and pursue further inter-organizational synergies including greater collaboration in mutually interesting activities and in communicating support for the Open Internet Ecosystem model.

Be It Further Resolved that the ISOC Board of Trustees further directs its President and CEO to assist the W3C in its evolution through such means as deemed appropriate, including the provision of staff expertise in fund raising, corporate governance, standards development, and communications.”

Be It Further Resolved that the President and CEO of ISOC is hereby authorized, consistent with this motion, to execute such documents as necessary to effect the foregoing, and, as necessary or appropriate, to execute such other documents, correspondence or the like to provide assurances of the commitment of ISOC to the foregoing actions, in line with the principles expressed by the Internet Society Board of Trustees at the Internet Society Board meeting # 76 on Dec. 4-5, 2009.

VI. PIR Review – A. Raad/B. Fraser

PURPOSE:

• High level report of key developments in PIR and review of the 2010 PIR Budget and 2011-2012 Forecast
• Approve the PIR By-law change

PROPOSED RESOLUTION: Resolution 09-xx:
Accept the proposed PIR By-law change

RESOLVED that the proposed PIR By-law change is accepted

VII. Investment Summary – ISOC’s Strategic Cash Reserves – G. Kapfer

PURPOSE: Review of ISOC’s portfolio under the Investment Policy adopted in May 2009, including a review of investment performance and current market conditions.

PROPOSED RESOLUTION: None required

VIII. President & CEO Report – L. St.Amour

PURPOSE:

• High level outlook on key strategic and program priorities
• 2009 Accomplishments and Year End Forecast
• Recognition of the Liberia Chapter of the Internet Society

PROPOSED RESOLUTION:

Resolution 09-xx: ISOC Board of Trustees welcomes the new Liberia Chapter of the Internet Society

RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Liberia Chapter of the Internet Society which was chartered and approved since the last Board meeting.

IX. 2010 – 2012 Business Plan and Budget Reviews

Note: Several topics that are identified in the Strategic Program Reviews Section of the Board Work Plan are either covered directly in the Business Plan or as appendices. (e.g. Revenue Diversification, AMS System and Public Policy).  Discussion time is provided below -VIII(d)

PURPOSE: Presentation of the 2010 – 2012 High Level Business Plan and Budget for review and approval

Key Initiatives and Department Reviews

IX (a) – Key Initiatives

1.  Trust & Identity – L. Lynch
2.  Enabling Access – J. McNerney
3.  InterNetWorks – L. Daigle

IX (b) – 2010 Annual Strategic Objectives

1. Global Outreach – S. Hoyt
2. Advancing the Health of the Internet – L. Daigle
3. Next Generation Leaders – B. Graham
4. Additional Revenue Sources – J. McNerney
5. Chapter & Member Engagement – J. McNerney
6. Network Confidence – L. Lynch

IX (c) – Key Program and Department Reviews

1. Globalization/Localization Plans – J. McNerney
2. Strategic Global Engagement & Policy Partnerships – B. Graham
3. Standards & Technology – L. Daigle
4. Communications/Outreach – S. Hoyt

IX (d) – Miscellaneous Reviews (from BoT Work Plan/past Board meetings)

(To be discussed at the Board’s desire)

1. Chapters Review and Profile – J. McNerney
2. Association System Management Report – J. McNerney
3. Revenue Diversification – J. McNerney
4. ISOC Multilingualism Update – S. Hoyt
5. ISOC’s Cultural/National Diversity – R. Echeberria/L. St.Amour

To be continued at 15:00 pm

X. IETF, IAB, IASA & IETF Trust Updates

• IETF Report – Russ Housley
• IETF Trust Chair Report – M. Eubanks
• IAB Report – O. Kolkman
• IAOC Report – B. Hinden

PURPOSE:

• High level review of key developments in the IETF, IAB, IAOC and IETF Trust.
• Review of the 2009 year end IASA financial forecast.
• 2010 IASA Budget request.

(Note: The IASA budget will be approved as part of ISOC’s 2010 Budget and is not a separate approval item)

PROPOSED RESOLUTION: None required for the topics above.

IX. 2010 – 2012 Business Plan and Budget Reviews (Continued)

IX. (f) – 2010 Budget and 2010-2012 High Level Financial Plan – G. Kapfer

PROPOSED RESOLUTIONS:

Resolution 09-xx: Approve the 2010 Budget as documented in the 2010-2012 Business Plan

RESOLVED, that the Board approve 2010 Budget as documented in the 2010-2012 Business Plan

Resolution 09-xx: Approve the 2011-2012 High Level Financial plan as documented in 2010-2012 ISOC Business Plan and Budget submission

RESOLVED, that the Board approve the 2011-2012 High Level Financial plan as documented in 2010-2012 ISOC Business Plan and Budget submission.

XI. AOB