Board Meeting No. 96

4-5 August 2012

Venue: Hyatt Regency Vancouver
Address: 655 Burrard Street
Vancouver, British Columbia, CANADA V6C 2R7
Meeting Room: Plaza AB, 2nd Floor

Audio Only Participants

Day 1 (4 Aug)
US/Canada +1-408-600-3600
Global Dial-In Numbers-Global Dial-In Numbers
Access Code 926 965 911

Day 2 (5 Aug)
US/Canada +1-408-600-3600
Global Dial-In Numbers-Global Dial-In Numbers
Access Code 920 348 105

WebEx Participants

Day 1 (4 Aug)
WebEx Log-In-Log into WebEx Here
Meeting Number 926 965 911
Passcode-bot962

Day 2 (5 Aug)
WebEx Log-In-Log into WebEx Here
Meeting Number 920 348 105
Passcode-bot96

Final Agenda (Schedule)

Friday, 3 August

10:00-11:00
Finance Committee Meeting
Kensington Room, 4th Floor

11:00-11:30
ISOC Trustees Photo Session
Location: TBC

11:30-13:15
Orientation Session #3
(lunch to be provided), Brighton Room, 4th Floor

13:30-16:30
ISOC Advisory Council Meeting
Plaza AB, 2nd Floor

17:00-18:00
ISOC Board of Trustees and Advisory Council Cocktail Reception
Plaza C, 2nd Floor

18:00-21:30
ISOC Reception & Dinner for Members of the IAB, IESG, IAOC and IETF Trust
Grouse & Seymour Room, 34th Floor

Saturday, 4 August

09:00-11:00
Board Only Session

11:00-11:15
Break and Trustees Group Photo Session

11:15
Opening of Annual General Meeting (AGM)/95^th Board Meeting
(chaired by the President of the Internet Society pending completion of Chair elections)

11:15-14:15
1. Annual Election of Officers
(Includes a lunch break)

PURPOSE: Elect Officers of the ISOC Board of Trustees

Election of the Chair of the Board (hereinafter chairing the Meeting)
Election of the President
Election of the Secretary
Election of the Treasurer

14:15–14:20
2. Apologies, Minutes/E-votes Approved

PROPOSED RESOLUTION:
Resolution 12-XX: Approval of the Minutes of the 95th Board Meeting
RESOLVED, that the minutes of the 95th meeting of the Internet Society held by teleconference 16 July 2012 are approved.

14:20–14:30
3. Recognition of Outgoing Trustees

PROPOSED RESOLUTION:
Resolution 12-XX: Recognition of outgoing Trustees
RESOLVED, that the Board thanks outgoing Board members Khaled Koubaa, Philip Smith and Jonathan Zittrain for their commitment and outstanding service to the Internet Society.

PROPOSED RESOLUTION:
See supporting materials

14:30–15:30
4. Board Governance & Fiduciary Review Session (with external counsel)
(Board only session–Trustees and Secretary only)

15:30–15:35
Break

Open Session Resumes

15:35–16:00
5. Annual Appointment of Committee Members

Note: Some Committee appointments maybe addressed later (at the discretion of the chair)

PURPOSE: Appoint Chairs and Members of Committees of the Board

PROPOSED RESOLUTIONS:
Resolution 12-XX: Appoint chair and members of the Executive Committee
RESOLVED, that the Board appoints xxx, as Chair, xxx, xxx and xxx as members of the committee, along with Lynn St. Amour (as President & CEO), XXX (as Treasurer) and XXX (as Secretary).

Resolution 12-XX: Appoint chair and members of the Audit Committee
RESOLVED, that the Board appoints xxx as the chair of the Audit Committee, and xxx and xxx as members of the committee. (Appointment of committee members may be undertaken later in the Meeting or at a future meeting).

Resolution 12-XX: Appoint a chair and members of the Finance Committee
RESOLVED, that the Board appoints xxx as the chair of the Finance Committee, and xxx and xxx as members of the committee. (Appointment of committee members may be undertaken later in the Meeting or at a future meeting). The President serves as a non-voting, ex-officio member of this Committee.

Resolution 12-XX: Appoint a chair and members of the Compensation Committee
RESOLVED, that the Board appoints xxx as the chair of the Compensation Committee, and xxx and xxx as members of the committee. (Appointment of committee members may be undertaken later in the Meeting or at a future meeting).

Resolution 12-XX: Appoint a chair of the Nominations Committee
RESOLVED, that the Board appoints xxx as the chair of the Nominations Committee, and xxx and xxx as members of the committee. (Appointment of committee members may be undertaken later in the Meeting or at a future meeting). The President serves as a non-voting, ex-officio member of this Committee.

Resolution 12-XX: Appoint a chair of the Elections Committee
RESOLVED, that the Board appoints xxx as the chair of the Elections Committee, and xxx and xxx as members of the committee. (Appointment of committee members may be undertaken later in the Meeting or at a future meeting). The President serves as a non-voting, ex-officio member of this Committee.

Resolution 12-XX: Appoint chair and members of the Bylaws Committee
RESOLVED, that the Board appoints xxx as the chair of the Bylaws Committee, and xxx and xxx as members of the committee. (Appointment of committee members may be undertaken later in the Meeting or at a future meeting).

Resolution 12-XX: Appoint chair and members of the Governance Committee
RESOLVED, that the Board appoints xxx as the chair of the Governance Committee, and xxx and xxx as members of the committee. (Appointment of committee members may be undertaken later in the Meeting or at a future meeting).

16:00–16:05
6. 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 2012 – 2013 term.

PROPOSED RESOLUTION:
Resolution 12-XX: The ISOC Board of Trustees appoints XX as ISOC Liaison to the IETF Nominations Committee for the 2012– 2013 term
Resolved, that the ISOC Board appoints XX as ISOC Liaison to the IETF nominations Committee for the 2012– 2013 term

16:05-16:35
7. Advisory Council Update–AC Co-Chairs

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

PROPOSED RESOLUTION: None Required

16:35–17:05
8. IETF, IAB, IAOC & IETF Trust Updates–R. Housley, B. Hinden, B. Aboba & M. Eubanks

PURPOSE: Review Strategic Developments and Key Operating Results

Review strategic developments and key directions (IAB and IETF) and 3-year high-level IASA budget outlook presented by IAOC Chair (15 mins total).
Statutory reports to be sent ahead of time and there will be a short period for questions only (10 mins total)

PROPOSED RESOLUTION: None Required

17:05–18:00
9. Discussion of Proposed Amendments of the By-laws–E. Burger & By-laws Committee

PURPOSE: Review Status of Proposed By-law Amendments

PROPOSED RESOLUTION:
Resolution 12-XX: Approve proposed by-laws amendments for circulation to the Internet Society community.
Resolved, that the Board approves the proposed by-laws amendments for circulation to the Internet Society Community

19:00–22:00
ISOC Board Dinner

Sunday, 5 August

Closed Meeting of the Board from 09:00–11:00

09:00–11:00
Board only Session-All Trustees and Board Secretary

11:00–11:15
Break

Open Session Resumes

11:15–11:35
10. W3C Update–J. Jaffe

PURPOSE: Review Status per ISOC Board Resolution 09-33 and potential for a continuing partnership and support

PROPOSED RESOLUTION: None Required

11:35–12:00
11. President & CEO’s Report (Part 1)–L. St.Amour

2012 Business Plan and Budget Review including key program updates (Global INET, Trust & Identity, Policy and Standards & Technology) (CEO Report – I)

Closed Session

12:00–13:00
12. PIR Organization Reviews–M. Botterman & B. Cute

PURPOSE:

High level update on key developments and 2012 Business results (including 1 and 2 character .ORG domain programme)
Review 3-year high-level budget outlook and advice
Report on the PIR-Afilias Contract Modification and RFP process

13:00–13:30
Lunch
(Plaza C, 2nd Floor)

13:30–14:00
13. ISOC’s Strategic Cash Reserves–E. Frölich

PURPOSE: Review and adopt a revised target funding level for the Strategic Reserves

PROPOSED RESOLUTION:
Adopt the target funding level for ISOC’s Strategic Reserves and direct management in implementation of this level.
Resolved, that the Board adopts the proposed target level of xxxxx for ISOC’s Strategic Reserve funding, as defined in the Investment Policy of the Internet Society, and directs ISOC’s management to present a plan for attainment of this target level along with the 2013-2015 Business Plan presentation to the Board

14:00–16:15
14. Continuation of President & CEO Report

ISOC Strategic Planning Process-Presentation by Bridgespan (14:00–15:15)
2013 Strategic Goals and 3-year high-level budget outlook, including Public Support Test Update –L. St. Amour & G. Kapfer (15:15–16:15) (CEO Report – II)

PROPOSED RESOLUTION: None Required

16:15–16:30
15. Board Work Plan and Meeting dates

16:30–17:00
16. AOB

Closed Meeting-All Trustees only

17:00–17:30
17. Board Discussion on Various Governance Items including Board Governance

Working Group Discussion

17:30
Meeting Adjourns

Board Meeting Debrief-Trustees only

17:30–17:45
Board Meeting Debrief

What worked well/ could work better
Other Topics to be identified

17:45–18:00
Open Discussion

Agenda and Related Documents

All Past Board Meetings