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Board of Trustees Meeting Minutes

No. 101 (April 13, 2013)
Board Meeting Minutes

Minutes of Board Meeting No. 101

Author: S. Bradner
Date: 2013-04-13
Committee: BOT
Document: 13-101
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

INTERNET SOCIETY

101st Meeting of the Board of Trustees of the Internet Society, April 13, 2013.

The ISOC Board of Trustees met from 10:16 AM to 5:51 PM China standard time on Sunday April 13, 2013 in Beijing China.

The following members of the Board of Trustees were present:

  • Alain Aina
  • Eric Burger
  • Narelle Clark
  • Keith Davidson
  • Raul Echeberria
  • Dave Farber
  • Eva Frolich
  • Bob Hinden
  • Jason Livingood
  • Lynn St.Amour
  • Theresa Swinehart
  • Rudi Vansnick
  • Bert Wijnen

Also present:

  • Scott Bradner (Secretary)
  • ISOC staff
  • Observers

Minutes taken by Scott Bradner.

I.  Eva called the meeting was called to order at 10:16 AM.

II. Welcome

Eva asked if anyone had any conflicts of interest with any of the items on the agenda.  No one indicated any conflicts.

II. Consent Agenda

(a). Approval of  the minutes of the 100th meeting of the Board of Trustees.

(b). Ratify the e-vote to amend the 2013 elections timetable.

(c). Ratify the e-vote on the ISOC Chair possible conflict of interest.

Eric moved to approve the consent agenda. Bert seconded the motion, which passed unanimously.

Resolution 13-04: Approve Consent Agenda

RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:

a/ Approval of  the minutes of the 100th meeting of the Board of Trustees, held via teleconference on 21 January 2013 Resolution 13-XX: Approve the minutes of the 100th Board meeting.

b/ Ratify the e-vote to amend the 2013 Elections Timetable:

RESOLVED, that the 2013 Elections Timetable be amended according to the attached schedule.

  • Call for Nominations: 15 November 2012
  • Nomination Period Closure:  02 January 2013
  • Nominations Committee Deliberations Ends: 15 February 2013
  • Candidates Announced, Petition Period Opens:  22 March 2013
  • Petition Period Closure:  5 April 2013, 23:59 UTC
  • Final Candidate Slate Announced/ Candidate Forum Begins: 12 April 2013
  • Ballots Posted (e-mail):  22 April 2013
  • Voting Closes, Election Date, Ballots Counted: 23 May 2013
  • Certification of Election, Challenge Period Opens: 31 May 2013
  • Challenge Period Closes:  7 June 2013
  • Challenge Response Period Ends, Results Finalized/Announced: 14 June 2013
  • Annual General Meeting: 3 August 2013

c/ Ratify the e-vote on the ISOC Chair potential conflict of interest;

RESOLVED that the Internet Society Board of Trustees, having been made aware of a temporary consulting relationship between the Internet Corporation for Assigned Names and Numbers (ICANN) and Eva Frolich, the Chair of the Internet Society Board of Trustees, while a potential conflict of interest may appear to exist, does not believe one exists, and as such, per The Internet Society Conflict of Interest Policy: Trustees, Board Committee Members, and Non-Employee Officers Section IV, the Board has determined to take no action.

IV. Formation of a CEO Appointments Committee

Keith moved to establish a CEO Appointments Committee. Jason seconded the motion, which passed unanimously.

Resolution 13-05: establish a CEO Appointments Committee

RESOLVED that a CEO Appointments Committee be established. 

That all current Trustees who have irrevocably disclaimed all interest in accepting the CEO position are members of the committee. 

That the CEO Appointments Committee be empowered to establish the job description and the terms and conditions under which the new CEO will be engaged.

That the CEO Appointments Committee be empowered to contract with such consultants, human resources firms, recruitment firms, advertising options and legal advisors as deemed appropriate and incur expenditures in order to satisfactorily complete the recruitment process.

That the Committee will organize its management and processes as it sees fit.

V. Welcome New ISOC Chapters

Raul moved to welcome the Estonia, Canada, Russia and rejuvenated Egypt chapters of the Internet Society.  Dave seconded the motion, which was adopted by acclamation.

Resolution 13-06: ISOC Board of Trustees Welcomes New Chapters

RESOLVED, that the ISOC Board of Trustees warmly welcomes the Estonia Chapter of the Internet Society, Canada Chapter of the Internet Society, Russia Chapter of the Internet Society and the rejuvenated Egypt Chapter of the Internet Society which were chartered and approved since the last Board meeting.

VI. IETF & IETF Trust Discussion

PURPOSE: Review Strategic Developments

Jari Arkko (IETF Chair) (via teleconference) provided, and the Board discussed a presentation on IETF diversity.

Chris Griffiths (IETF Trust Chair) (via teleconference) provided a presentation on the status and activities of the IETF Trust.

VII. IASA Discussion

PURPOSE:

(a). Review of the 2012 Preliminary Year End Financial Statements

(b). Update on key 2012 accomplishments and key 2013 developments

Bob Hinden (as IAOC Chair) provided a presentation on the status and activities of the IAOC.  (URL)  The Board discussed the IAOC’s community consultation relating to a meeting in Latin America.

VIII. ISOC Nominations Committee Update

PURPOSE: Formal Report of ISOC’s Board of Trustee Nominations Committee

Keith provided an update on the status of the nominations committee.  He suggested following up with documenting the lessons learned during this year’s efforts and asked for staff assistance for this effort.

Keith moved to accept the nominations committee report. Raul, seconded the motion, which passed unanimously.

Resolution 13-07: Accept the Nominations Committee Report

RESOLVED that the Report of the 2013 Nominations Committee is accepted and that request that the Nominations Committee mailing list be closed and deleted.

IX. Financial Items

(a) 2012 Accomplishments and Preliminary Financial Statements

Lynn & Greg Kapfer (via teleconference) reviewed the 2012 Year-End President & CEO’s report. The Board discussed the expected and actual rate of new chapter creation.

Greg Kapfer introduced the topic of adding a name of a lawyer to the Geneva Trade Register to be able to have him act for the Internet Society as needed. (Geneva Registre Du Commerce Documents)

Bob moved to authorize the Secretary to list an ISOC representative on the Geneva Trade Register. Raul seconded the motion, which passed unanimously.

Resolution 13-08: Authority of Secretary to report to Geneva Trade Register

RESOLVED, that the ISOC Board of Trustees authorizes the Secretary to request that Eric Alves de Souza, of the Geneva-based law firm of BAZ Legal, be listed in the Geneva Registre du Commerce as authorized to act as fiduciary for the Internet Society, acting at the direction of the Board of Trustees, as communicated by the Chair of the Board or the Chief Executive Officer of the Society. The Board also authorizes the Internet Society staff to execute an agreement for this service with BAZ Legal that includes indemnification when acting in this role.

(b) Finance Committee Update

Jason provided, and the Board discussed an update of the work of ISOC Finance Committee.

X. 2013 Business Plan Discussion

Lynn reviewed the 2013 Business Plan.

The Board discussed the ISOC involvement in the recent WSIS+10 meeting and the status of the ISOC grant programs.

X.a Hall of Fame:

Walda provided, and the board discussed, a review of the status and plans of the Internet Hall of Fame.

X.b. Events:

Lynn reported that ISOC had updated the Internet events web page to make it easier to find events.

The meeting broke for lunch at 12:00 PM.

The meeting resumed at 1:15 PM.

X.c Endowment Status

Lynn provided, and the Board discussed, an update on the status of the Internet Endowment.

XI. Policy Discussion (Post WCIT, WTPF, etc) (Policy Report)

PURPOSE Discussion including relating programs as described in the 2013 Business Plan and proposed modifications

Markus Kummer provided, and the board discussed a post-WCIT and pre-WTPF update. (URL)

XI. Discuss the By-Laws Working Group Progress Report

Following an introduction from Walda the Board discussed the status of the By Laws working group.

Eva then conducted straw polls to understand the views of the board members on the options presented in the report of the By Laws working group:

1/ Board size: 11 board members supported (with one abstaining) a even distribution of board members from the selecting groups with 4 members being selected by each group.

2/ Board ability to appoint trustees: 10 board members supported including the ability of the Board to appoint up to 3 additional Board members.

3/ Org & chapters can request to appoint an advisory committee: 10 board members supported including the ability of the Org members and chapters to request the establishment of advisory committees in the bylaws

4/ Appeal process for chapter decharting:  8 members supported including an appeals process for chapters being considered for dechartering in the bylaws

Walda said that the staff would produce a revised version of the draft by laws for posting and community comment as soon as possible and that final ratification of the revised by laws would be on the agenda of the Board meeting in Berlin.

The meeting took a break from 2:47 PM to 3:11 PM

XII. Discussion on Strategic Guidance for ISOC

Karen Rose introduced a discussion of the Board’s Strategic Guidance for ISOC.

The meeting took a break at 3:58 PM.

The meeting resumed in closed session at 4:05 PM.

XIII. AOB

(a).  The board discussed developing a strategy for board statements, board press releases and information about board meetings.

XIV. Discussion on Chapters and Members

The Board discussed the strategic value of chapters to the Internet Society.   The board also discussed the use of the term “individual member” within ISOC.

XV. PIR Board Appointment Process

The Board discussed the status of the PIR Board Appointment Process.

XVI. Date of Board meeting in Buenos Aires

The board discussed possible dates for a November board meeting in Buenos Aires.  The consensus was to hold the meeting on November 22nd and 23rd 2013.

Eric moved to adjourn.  Raul seconded the motion, there being no objection, the meeting was adjourned at 5:51 PM.

Action Items:

Provide the board information on the Google grant’s deliverables.

Provide the board the current level of attendees signed up for the Internet Hall of Fame.

Summary of Resolutions

Resolution 13-04 Approve Consent Agenda

RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:

a/ Approval of the minutes of the 100th meeting of the Board of Trustees, held via teleconference on 21 January 2013

b/ Ratify the e-vote to amend the 2013 Elections Timetable:

RESOLVED, that the 2013 Elections Timetable be amended according to the attached schedule.

Call for Nominations: 15 November 2012

Nomination Period Closure:  02 January 2013

Nominations Committee Deliberations Ends: 15 February 2013

Candidates Announced, Petition Period Opens:  22 March 2013

Petition Period Closure:  5 April 2013, 23:59 UTC

Final Candidate Slate Announced/ Candidate Forum Begins: 12 April 2013

Ballots Posted (e-mail):  22 April 2013

Voting Closes, Election Date, Ballots Counted: 23 May 2013

Certification of Election, Challenge Period Opens: 31 May 2013

Challenge Period Closes:  7 June 2013

Challenge Response Period Ends, Results Finalized/Announced: 14 June 2013

Annual General Meeting: 3 August 2013

c/ Ratify the e-vote on the ISOC Chair potential conflict of interest;

RESOLVED that the Internet Society Board of Trustees, having been made aware of a temporary consulting relationship between the Internet Corporation for Assigned Names and Numbers (ICANN) and Eva Frolich, the Chair of the Internet Society Board of Trustees, while a potential conflict of interest may appear to exist, does not believe one exists, and as such, per

The Internet Society Conflict of Interest Policy:

Trustees, Board Committee Members, and Non-Employee Officers Section IV, the Board has determined to take no action.

d/ Resolution 13-05: establish a CEO Appointments Committee

RESOLVED that a CEO Appointments Committee be established. 

That all current Trustees who have irrevocably disclaimed all interest in accepting the CEO position are members of the committee. 

That the CEO Appointments Committee be empowered to establish the job description and the terms and conditions under which the new CEO will be engaged.

That the CEO Appointments Committee be empowered to contract with such consultants, human resources firms, recruitment firms, advertising options and legal advisors as deemed appropriate and incur expenditures in order to satisfactorily complete the recruitment process.

That the Committee will organize its management and processes as it sees fit.

Resolution 13-06: ISOC Board of Trustees Welcomes New Chapters

RESOLVED, that the ISOC Board of Trustees warmly welcomes the Estonia Chapter of the Internet Society, Canada Chapter of the Internet Society, Russia Chapter of the Internet Society and the rejuvenated Egypt Chapter of the Internet Society which were chartered and approved since the last Board meeting.

Resolution 13-07: Accept the Nominations Committee Report

RESOLVED that the Report of the 2013 Nominations Committee is accepted and that request that the Nominations Committee mailing list be closed and deleted.

Resolution 13-08: Authority of Secretary to report to Geneva Trade Register

RESOLVED, that the ISOC Board of Trustees authorizes the Secretary to request that Eric Alves de Souza, of the Geneva-based law firm of BAZ Legal, be listed in the Geneva Registre du Commerce as authorized to act as fiduciary for the Internet Society, acting at the direction of the Board of Trustees, as communicated by the Chair of the Board or the Chief Executive Officer of the Society. The Board also authorizes the Internet Society staff to execute an agreement for this service with BAZ Legal that includes indemnification when acting in this role.