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Board of Trustees Meetings

All Meetings, Present to 1992

No. 80 (June 19, 2010) AGM
Board Meeting

Board Meeting No. 80

19 – 20 Jun 2010, Brussels, Belgium

Author: S. Bradner
Date: 2010-06-19
Committee: BOT
Document: 10-81
Status: Unconfirmed
Maintainer: S. Bradner
Access: unrestricted

81st Meeting of the Board of Trustees of the Internet Society June 19-20, 2010.

The ISOC Board of Trustees met from 1:34 PM to 6:43 PM CEDT on 19 June 2010 and from 8:35 AM to 3:19 PM CEDT on 20 June 2010 in Brussels Belgium

The following members of the Board of Trustees were present:

Eric Burger
Narelle Clark
Raul Echeberria
Eva Frolich
Bob Hinden
Daniel Karrenberg
Khaled Koubaa
Larry Lessig
Alejandro Pisanty
Philip Smith
Lynn St.Amour
Bert Wijnen
Jonathan Zittrain

Also present were:
Scott Bradner (Secretary)
ISOC staff
Observers

Minutes taken by Scott Bradner.

Lynn St. Amour (as President) called the meeting to order at 1:34 PM CEDT on Saturday June 19, 2010.

I. Chair Elections and Board Appointments

PURPOSE: Appointments and election of a Chair of the ISOC Board of Trustees.

I(a) Select a Board Chair
Lynn opened the meeting and welcomed the new board members. She noted that the normal board process to select a new chair was to ask board members interested in standing for the chair role to say so in advance but that past practice had also allowed for a last call during the board meeting in order to allow any other members to express their interest at that point. She noted that Raul had expressed interest a few weeks ago. No one else expressed interest. Lynn asked if Raul would like to to address the board.
Raul noted that he had been chair this last year and that he felt that communications between him and Lynn were quite good and he was looking forward to working to develop special efforts for ISOC’s anniversary.
Raul and all non-board members left the room at this point. The board then discussed Raul’s performance as chair.
Raul returned to the room at this point and was elected chair by secret ballot with a vote of 11 in favor and one abstention.
Raul then took over managing the meeting at this time. He asked each of the board members and the staff to introduce themselves.

1(b) – Appoint a Secretary to the Board
Alejandro moved to appoint Scott Bradner as Secretary to the Board. Khaled seconded the motion, which passed by acclamation.

Resolution 10-21: Appoint a Secretary to the Board
RESOLVED, that Scott Bradner be appointed as Secretary to the Board

I(c) – Appoint a Treasurer
Raul then noted that multiple trustees had expressed interest in the role of Treasurer. Raul asked if there might be a conflict of interest between the chair of the IAOC (Bob Hinden) and that of ISOC Treasurer. Bob said that he felt that he did not have a conflict because the IAOC chair has no special powers. Lynn agreed but noted that perception is important and thus perception should be taken into account. Bert noted that Eric was also on the IAOC and had some of the same perception issues.
Raul then asked each of the three trustees, Eric Burger, Eva Frolich and Bob Hinden, to address the board. Eva was then selected Treasurer by secret ballot with a vote of one abstention, 1 for Bob, 4 for Eric and 6 for Eva.
Eric moved to appoint Eva as Treasurer. Bob seconded the motion, which passed unanimously.

Resolution 10-22: Appoint a Treasurer
RESOLVED, that Eva Frolich be appointed as Treasurer

I(d) – Appoint a Chair of the Elections Committee
Raul noted that Khaled had expressed interest in being chair of the Elections Committee.
Bert moved to appoint Khaled as the Chair of the Elections Committee. Narelle seconded the motion, which passed unanimously.

Resolution 10-23: Appoint a Chair of the Elections Committee
RESOLVED, that Khaled Koubaa be appointed as Chair of the Elections Committee

I(e) – Appoint a Chair of the Nominations Committee
Raul noted that Alejandro had expressed interest in being Chair of the Nominations Committee.
Khaled moved to appoint Alejandro as the Chair of the Nominations Committee. Philip seconded the motion, which passed unanimously, except for Alejandro, who abstained.

Resolution 10-24: Appoint a Chair of the Nominations Committee
RESOLVED, that Alejandro Pisanty be appointed as Chair of the Nominations Committee

II. Conflict of Interest Policy

PURPOSE: To discuss the potential features of a revised Conflict of Interest Policy for ISOC, with the goal of adoption of such revised Policy at a future meeting of the Board.

Greg Kapfer, ISOC CFO, introduced Joe Lundy (via teleconference), an attorney working for ISOC, who provided an overview of the need for a board Conflict of Interest Policy and an introduction to a proposed replacement COI policy that had been forwarded to the board. The board then discussed the proposed policy.
Greg said that he and Joe would consider the discussion and propose a specific policy for board consideration in the future.

III. ISOC By-Laws

PURPOSE: Consider approval of an amendment to ISOC’s By Laws to include Board/Officer indemnification provisions. (Note: Amendment of ISOC’s By Laws requires an affirmative vote of 10 of 12 Trustees).

Greg Kapfer provided an overview of proposed By Laws revisions to add explicit provisions to support ISOC providing indemnification to Board members and Officers. The board discussed the proposed revisions.
Eric moved to update the ISOC By Laws to incorporate Board and Officer indemnification provisions as presented by the staff. Khaled seconded the motion, which passed unanimously by role call vote.

Resolution 10-25: Approval of amendment to ISOC’s By Laws to incorporate Board and Officer indemnification provisions.
RESOLVED, that the ISOC Board of Trustees approves the amendment of the ISOC By Laws to incorporate the indemnification provisions as proposed by ISOC Management.

IV. IETF, IAB, IAOC & IETF Trust Updates

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

Russ Housley provided an update on IETF activities via teleconference. He also provided an update on IAB activities for Olaf Kolkman, who could not be present at this meeting.

Bob Hinden provided an update on IAOC activities. The board discussed how locations for IETF meetings were determined and the opportunity to hold meetings in parts of the world where the IETF has not had much of a presence in the past.
Marshall Eubanks provided an update on IETF Trust activities via teleconference.

The meeting took a break from 4:06 PM to 4:23 PM.

V. 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 2010 – 2011 term

Raul asked for volunteers to be the IETF Nominations Committee. Eric volunteered.
Bert moved to appoint Eric as the ISOC Liaison to the IETF Nominations Committee. Larry seconded the motion, which passed unanimously.

Resolution 10-26: The ISOC Board of Trustees appoints Eric Burger as the ISOC Liaison to the IETF Nominations Committee for the 2010 – 2011 term

VI. Advisory Council Update

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

Nikhil Agarwal, Chair of the AC, presented a report of the activities of the ISOC Organization Member’s Advisory Council via teleconference. In response to a question, Drew Dvorshak, ISOC Organization Member Manager, reported that representatives from 20 to 30 organizations attend AC meetings. He noted that some of the representatives participated remotely.

VII. Open Internetworking – Net Neutrality

Sally Wentworth presented an update on, and the board discussed, the Open Internetworking/Network Neutrality effort. (URL) Raul summarized the board discussion and suggested that Larry could see if he could propose an update to the sense of the board on the topic of network neutrality for consideration at the next board meeting.

VIII. Board Governance Task Force

Eric reviewed the report of the Board Governance Task Force. (URL) The board discussed the questions raised in the report. Raul summarized the discussion by asking the task force to continue their work and propose specific actions, if any, for the board to consider at the next meeting. He also suggested that Desiree Miloshevic be invited to participate even though she was no longer on the board.

IX. PIR / Afilias contract

Raul asked if the board was ready to consider approving the proposed PIR/ Afilias contract during this meeting. The consensus of the board was that the board was ready to vote.
Eric moved to approve the execution of the proposed PIR contract with Afilias. Bert seconded the motion.
Daniel proposed a friendly amendment to the motion to clarify the level of review performed by the ISOC board. Eric accepted the amendment.
The revised motion was then approved unanimously by role call vote.

Resolution 10-27: Approve the execution of the PIR/ Afilias contract
WHEREAS The Bylaws of the Public Interest Registry require any contract with Afilias to be approved by the Board of the Internet Society, and

WHEREAS The PIR Board has approved the following resolution:

Whereas the Board selected a committee consisting of Messrs Botterman, Ricart and Peck (the “Committee”) to negotiate on behalf of PIR with representatives of Afilias the terms of an amended contract (the “Contract”) for the provision of services by Afilias to PIR for a term of six years, commencing on January 1, 2010;

Whereas the Committee consulted regularly with the Board regarding its negotiations, and the Board is satisfied that the Committee performed its functions in a manner consistent with the Board’s direction;

Whereas the Board consulted legal counsel regarding the preservation of the tax exempt status of PIR and is satisfied that the terms of the Contract are consistent with the requirements for the preservation of such status;

Whereas an independent consultant to PIR has made a study of the range of fair market values of services performed by other entities comparable to the services performed by Afilias, and the price to be paid by PIR to Afilias pursuant to the Contract is within the range of fair market values;

Whereas in comparison to the existing contract between PIR and Afilias the Contract provides more favorable financial arrangements for PIR over the term of the Contract, as well as other more favorable terms, including but not limited to a definite term of the Contract and a specific list of the services to be provided by Afilias;

Now therefore, be it resolved that the Board approves the terms of the Contract and its execution, subject to the further approval of the Board of Trustees of the Internet Society, in substantially the form of the document attached to these minutes.

WHEREAS The Board of Trustees of the Internet Society has been briefed on the Contract and the foregoing resolution,

NOW THEREFORE, Be it RESOLVED that the Board of Trustees of the Internet Society approves the execution of the contract by PIR.

X. ISOC Taiwan update

Lynn reported that the staff had received notice from the Internet Society Chapter in Taiwan that they were intending to move to city chapters and that they would be requesting support for a second chapter. The Board indicated they were happy to see this growth in interest and were very appreciative of their efforts.

The meeting broke for the day at 6:43 PM.

The meeting resumed 8:35 AM on Sunday, 20 June 2010.

XI. ISOC Chapter Discussion

PURPOSE: Report on ISOC’s major programs with Chapters

Jon McNerney provided an update on, and the board discussed, ISOC’s Chapter activities. (URL) Lynn said that she and the staff would take the discussion into consideration in future planning and asked that board members provide feedback on any additional suggestions or improvements they would like to see.

XII. ISOC Chapter Presentations

PURPOSE: Increased visibility for ISOC Chapters and their activities

XII(a) Presentation by the Belgian Chapter of the Internet Society
Rudi Vansnick provided an overview of the Belgian Chapter of the Internet Society and its activities.

XII(b) Presentation by the Belgium-Wallonia Chapter
Frederic Taes provided an overview of the Belgium-Wallonia Chapter of the Internet Society and its activities.

XII(c) Internet Society European Chapter Coordination Council (ECC)
Christopher Wilkinson, chair of the ISOC European Chapter Coordination Council (ECC), presented an update on the activities of the Internet Society ECC.

XII(d) Welcome to new chapters

Daniel moved to welcome the Uruguay, Lebanon and Bangalore Chapters of the Internet Society. Alejandro seconded the motion, which was approved by acclamation.

Resolution 10-28: ISOC Board of Trustees welcomes the new Uruguay, Lebanon and Bangalore Chapters of the Internet Society
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Uruguay, Lebanon and Bangalore Chapters of the Internet Society, which was chartered and approved since the last Board meeting

XIII. President & CEO’s Report

PURPOSE: Status update and context for Strategic Planning session

Lynn provided an introduction to her report that had been distributed to the board.

XIII(a) – Review 2010 YTD Performance, Financials and 2010 Forecast
Greg Kapfer provided an overview of, and the board discussed, the current state of ISOC financials and projections for the rest of 2010. (URL)

XIII(b) – Review 3-year high level “budget envelope”
Lynn noted that PIR has reported that there was $3.25 M possibly available beyond the funds PIR was planning to provide and that PIR has projected an increase in funds available for the next 3 years. She also said that this section of the meeting was not a detailed budget proposal rather it was a general envelope for a budget for board discussion. She then reviewed the “budget envelope.” (URL) The board discussed the information and the management assumptions that went into the budget envelope.
Raul summarized the discussion and additionally said that he felt that ISOC should have higher goals for growth in organization and individual members.

The meeting took a break from 11:10 AM to 11:24 AM.

XIII(c) – Revenue Diversification Opportunities
Lynn introduced a discussion of the staff work on revenue diversification. Then ISOC staff presented, and the board discussed, an number of different revenue diversification opportunities.

XIII(c1) – Internet Development and Operationalization Hub. (URL)
Leslie Daigle presented and the board discussed a proposal for an Internet Development and Operationalization Hub.
The board consensus was that the staff should develop a more formal business plan in this area.

XIII(c2) – Identity Management Services (URL)
Lucy Lynch presented and the board discussed an Identity Management Services proposal.
Daniel summarized the sense that the board would like staff to further develop a more specific plan and present it to the board at a future meeting, while noting that while these were interesting proposals the Board did not believe they were significant revenue generators.

XIII(c3) – Next Generation Leaders (URL)
Bill Graham presented and the board discussed a proposal concerning the ISOC Next Generation Leaders efforts. The board consensus was that this seemed be a successful program and should be extended.
Lynn said that the staff would produce a detailed business plan to expand the existing program for board review.

XIII(c4) – Internet Academy (URL)
Jon McNerney presented and the board discussed a proposal for an InternetAcademy.
The board consensus was to proceed with planning for this program while noting that more work needed to be done in order to clarify the opportunity.

XIII(c5) – Standards Campaign (URL)
Lynn then presented and the board discussed a Standards Campaign. The board consensus was to continue to develop this proposal.

Eva asked when the board would get updates on these proposals. Lynn said that there would be a report at the September board meeting.

The meeting broke for lunch from 12:58 PM to 1:30 PM.

The meeting resumed in closed session.

IX. W3C Update

PURPOSE: Review Status per ISOC Board Resolution 09-33

Jeffrey Jaffe, W3C CEO, discussed various updates within the W3C business model.

X. Review items for meeting with ICANN Board

The board discussed what topic areas should be covered during this the upcoming meeting between the ISOC and ICANN Boards.

The meeting moved to open session at 2:24 PM.

XI. Board Appointments Continued

XI(a) – Audit Committee
Eva moved to appoint Bert and Eric to the Audit Committee. Daniel seconded the motion, which passed unanimously.
Resolution 10-XX: Appoint an Audit Committee
RESOLVED, that Eva Frolich (as Treasurer) be appointed chair of the Audit Committee and that Bert Wijnen and Eric Burger be appointed as members of the Audit committee.

XI(b) – Executive Committee
Khaled moved to appoint Alejandro, Eric and Jonathan to the Executive Committee. Philip seconded the motion, which passed unanimously.

Resolution 10-29: Appoint an Executive Committee
RESOLVED that Alejandro Pisanty, Eric Burger and Jonathan Zittrain be appointed to the Executive Committee along with Lynn St. Amour (as President & CEO), Raul Echeberria (as Chair of the ISOC Board), Eva Frolich (as Treasurer) and Scott Bradner (as Secretary).

XII. AOB/End of Meeting

Raul said that he would send a proposed schedule for the 2011 Board meetings to the board for discussion.

Daniel moved to adjourn the meeting. Jonathan seconded the motion. There being no objection, the meeting was adjourned at 3:19 PM.

Summary of Resolutions

Resolution 2010-21: Appoint a Secretary to the Board

RESOLVED, that Scott Bradner be appointed as Secretary to the Board

Resolution 2010-22: Appoint a Treasurer

RESOLVED, that Eva Frolich be appointed as Treasurer

Resolution 2010-23: Appoint a Chair of the Elections Committee

RESOLVED, that Khaled Koubaa be appointed as Chair of the Elections Committee

Resolution 2010-24: Appoint a Chair of the Nominations Committee

RESOLVED, that Alejandro Pisanty be appointed as Chair of the Nominations Committee

Resolution 2010-25: Approval of amendment to ISOC’s By Laws to incorporate Board and Officer indemnification provisions.

RESOLVED, that the ISOC Board of Trustees approves the amendment of the ISOC By Laws to incorporate the indemnification provisions as proposed by ISOC Management.

Resolution 2010-26: Appoint an ISOC Liaison

The ISOC Board of Trustees appoints Eric Burger as the ISOC Liaison to the IETF Nominations Committee for the 2010-2011 term

Resolution 2010-27: Approve the execution of the PIR/ Afilias contract

WHEREAS The Bylaws of the Public Interest Registry require any contract with Afilias to be approved by the Board of the Internet Society, and

WHEREAS The PIR Board has approved the following resolution:

Whereas the Board selected a committee consisting of Messrs Botterman, Ricart and Peck (the “Committee”) to negotiate on behalf of PIR with representatives of Afilias the terms of an amended contract (the “Contract”) for the provision of services by Afilias to PIR for a term of six years, commencing on January 1, 2010;

Whereas the Committee consulted regularly with the Board regarding its negotiations, and the Board is satisfied that the Committee performed its functions in a manner consistent with the Board’s direction;

Whereas the Board consulted legal counsel regarding the preservation of the tax exempt status of PIR and is satisfied that the terms of the Contract are consistent with the requirements for the preservation of such status;

Whereas an independent consultant to PIR has made a study of the range of fair market values of services performed by other entities comparable to the services performed by Afilias, and the price to be paid by PIR to Afilias pursuant to the Contract is within the range of fair market values;

Whereas in comparison to the existing contract between PIR and Afilias the Contract provides more favorable financial arrangements for PIR over the term of the Contract, as well as other more favorable terms, including but not limited to a definite term of the Contract and a specific list of the services to be provided by Afilias;

Now therefore, be it resolved that the Board approves the terms of the Contract and its execution, subject to the further approval of the Board of Trustees of the Internet Society, in substantially the form of the document attached to these minutes.

WHEREAS The Board of Trustees of the Internet Society has been briefed on the Contract and the foregoing resolution,

NOW THEREFORE, Be it RESOLVED that the Board of Trustees of the Internet Society approves the execution of the contract by PIR.

Resolution 2010-28: Appoint an Audit Committee

RESOLVED, that Eva Frolich (as Treasurer) be appointed chair of the Audit Committee and that Bert Wijnen and Eric Burger be appointed as members of the Audit committee.

Resolution 2010-29: Appoint an Executive Committee

RESOLVED that Alejandro Pisanty, Eric Burger and Jonathan Zittrain be appointed to the Executive Committee along with Lynn St. Amour (as President & CEO), Raul Echeberria (as Chair of the ISOC Board), Eva Frolich (as Treasurer) and Scott Bradner (as Secretary).