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Board of Trustees Meeting Minutes

No. 102 (July 22, 2013)
Board Meeting Minutes

Minutes of Board Meeting No. 102

Author: S. Bradner
Date: 2013-07-22
Committee: BOT
Document: 13-102
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

INTERNET SOCIETY

102nd Meeting of the Board of Trustees of the Internet Society, July 22, 2013.

The ISOC Board of Trustees met from 4:01 PM to 5:54 PM US EST on Monday July 22, 2013 via teleconference.

The following members of the Board of Trustees were present:

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

Apologies were received from Alain Aina and Keith Davidson.

Also present:

  • Scott Bradner (Secretary)
  • ISOC staff

Minutes taken by Scott Bradner.

I. Welcome, Apologies, Declaration of Conflicts

Eva called the meeting to order at 4:01 PM.  She asked if anyone had any conflicts of interest with any of the items on the agenda.  No one indicated any conflicts.

II. Consent Agenda

Bob moved to approve the consent agenda. Dave seconded the motion, which passed unanimously.

Resolution 13-09 Approve Consent Agenda

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

a/ Approve the minutes of the 101st meeting of the Board of Trustees, held on 13 April 2013 in Beijing China, is approved.

b/ Ratify the e-vote to appoint PIR Directors

RESOLVED, that the following e-vote appointing PIR Directors is ratified: the ISOC Board of Trustees appoints Amitabh Singhal and Roberto Gaetano to the PIR Board of Directors for the period starting at the beginning of the mid-year 2013 PIR Board meeting and ending at the end of the day before the start of the mid-year 2016 PIR Board meeting; and Eric Huizer for the period starting at the beginning of the mid-year 2013 PIR Board meeting and ending at the end of the day before the start of the mid-year 2015 PIR Board meeting.

c/ Ratify the e-vote authorizing Public Interest Registry’s execution of the registry contract

RESOLVED, that the following e-vote authorizing Public Interest Registry’s execution of the registry contract with ICANN is ratified:

Authorize Public Interest Registry’s execution of the registry contract with ICANN WHEREAS, the Bylaws of the Public Interest Registry require any contract or contract amendment with ICANN to be approved by the Board of the Internet Society, WHEREAS, the PIR Board has done due diligence and believes the registry contract negotiated with ICANN is in the best interest of Public Interest Registry, WHEREAS, ICANN procedures require a forty-two (42) day public comment period for registry agreements, and WHEREAS, Public Interest Registry has requested that the Board of Trustees of the Internet Society approve the registry contract with ICANN.

NOW THEREFORE: Be it RESOLVED that the Board of Trustees of the Internet Society approves the execution of the ICANN contract as negotiated by Public Interest Registry, and approved by the Public Interest Registry Board of Directors, subject to completion of the ICANN public com.

d/ Ratify the e-vote approving the selection of Erik Nordmark to the IAB.

RESOLVED, that the Board approves the selection of Erik Nordmark to fill the remainder of the IAB term of Spencer Dawkins.

e/ Accept the 2012 Independent Auditors Report.

RESOLVED, that the 2013 Independent Auditors Report is accepted, in reliance on and subject to the PIR Board’s acceptance of its 2012 Independent Auditors Report with no substantive changes to the consolidated 2012 Internet Society Audit Report.

III. Welcome New ISOC Chapters

Eva Frolich moved to welcome the Pakistan chapter of the Internet Society.  Bob Hinden seconded the motion, which was adopted by acclamation.

Resolution 13-10: ISOC Board of Trustees Welcomes New Chapters

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

V. Election Committee Report

PURPOSE: Accept the report of the Election Committee on the 2012-2013 Election

Rudi noted that the Election Committee report had been distributed to the board.  He then reviewed the report.

Rudi moved to accept the report of the Elections Committee. Dave seconded the motion, which passed unanimously.

Resolution 13-11: Accept the 2012 – 2013 Election Committee Report

RESOLVED, that the Report of the 2012- 2013 Election Committee is accepted.

VI. President & CEO Report

Lynn noted that even though the Q1 financials were distributed a while ago Lynn feels that the information should be covered in a public meeting and minuted.

PURPOSE:

(a).  Q1 2013 Business Plan and Financial Review and 2013 Forecast

Greg. Kapfer reviewed, and the Board discussed, the Q1 financials for the Board.

(b). 2014- 2016 Business Plan and Strategic Plan Update –

Lynn provided an update on the 2020 Strategic Planning activities (URL) and emerging directions.  She said it is particularly important that the Board and staff be well aligned given the CEO transition this year. There was a brief discussion and all noted that the upcoming Board meeting would provide a fuller base for discussion.

VII. Non-Recurring Contribution from Public Interest Registry

PURPOSE: Given the Board of Directors of Public Interest Registry has determined that an additional $10 million contribution may be made available to the Internet Society, the Internet Society Board directs ISOC’s CEO to request such non-recurring contribution.

Lynn and Greg reviewed the development of the resolution on the non-recurring funds.

Jason moved to direct the CEO to request a non- recurring contribution from PIR. Eric seconded the motion, which passed unanimously.

Resolution 13-12: Non-Recurring Contribution from Public Interest Registry WHEREAS, the Board of Directors of Public Interest Registry has determined that an additional $10 million contribution may be made available to the Internet Society.

RESOLVED, that the ISOC Board requests that the Chief Executive Officer of the Internet Society, as liaison to the Board of Directors of Public Interest Registry, request that Public Interest Registry make an additional $10 million available to the Internet Society for its charitable purposes.

VIII. Finance Committee Report

PURPOSE: 2014 Financial Envelope

Jason noted that the Finance Committee had distributed a recommended guidance for Greg and Lynn to the Board. The guidance was:

1 – The general theme is to basically keep things “steady state” (status quo) until a new CEO is in place, after which we believe it is fair to expect that the budget will be re-assessed over some period of time as the new CEO comes up to speed.

2 – No increase in the number of employees or contractors (unless the contractors are directly due to / required by a particular grant).

3 – Limited growth in employee compensation, not to exceed the rate of inflation in the US and EU (or other region where the employees are located).

4 – No increase in spending of ISOC programs/projects (unless due to / required by / paid for a particular grant).

The Board agreed with the guidance.

IX. Approval of Amendments to the Endowment Policy, the Investment Policy, and the Target Asset Mix for the investment of Continuity Funds

PURPOSE: Approve Amendments to the Endowment Investment Policy adopted May 29, 2012 and the general Investment Policy adopted May 18, 2009.

Greg Kapfer reviewed the proposed amendments to the Endowment and the Investment Policy and the changes to the target asset mix for the Continuity Funds.

Jason moved to approve changes to the investment policy. Bert seconded the motion, which passed unanimously.

Resolution 2013-13: Approve changes in the Investment Policy

RESOLVED, that the Board approves the amendments to the Investment Policy for the Internet Society, as recommended by the Finance Committee of the Board of Trustees.

Jason moved to approve changes amendments to the Endowment Policy for the Open Internet Endowment, Bert seconded the motion, which passed unanimously except for Raul who abstained.

Resolution 2013-14: Approve amendments to the Endowment Policy for the Open Internet Endowment

RESOLVED, that the Board approves the amendments to the Endowment Policy for the Open Internet Endowment, as recommended by the Finance Committee of the Board of Trustees.

Jason moved to approve amendment to the Target Asset Mix, Bert seconded the motion, which passed unanimously.

Resolution 2013-15: Amending the Target Asset Mix allowed for in the Investment Policy with respect to Continuity Funds

RESOLVED, that the Board approves the amendment to the Target Asset Mix allowed for in the Investment Policy with respect to Continuity Funds

Jason noted for the minutes that the Finance Committee still needed to review the asset mix for the Open Internet Endowment.

X.  Debrief on WTPF

PURPOSE: Post WTPF Debrief

Sally Wentworth provided, and the Board discussed, a report on the recent WTPF meeting.

XI. Adoption of Amended By-laws – W. Roseman

PURPOSE: Update and adoption of amended by-laws

Walda Roseman provided a review of the activity of the By-Laws committee.

Eric moved to adopt the amended and restated bylaws. Narelle seconded the motion, which passed unanimously by role call vote with 10 votes in support.

Resolution 13-16: Adopt the Amended and Restated By-Laws

RESOLVED, that the Amended and Restated By-Laws, as recommended by the By-Laws Working Group, be adopted by the Board.

The board specifically thanked all of the participants in the By Laws revision process.

XII. AOB

a/ Raul thanked Eva for her work as Board Chair on the occasion of the last Board meeting she would be chairing.  The Board all agreed.

The board moved to closed session at 5:24 PM

b/ The Board discussed the recent Board election.

Eva thanked the board and wished ISOC well in the future.

Eva moved to adjourn.  Rudi seconded the motion, there being no objection, the meeting was adjourned at 5:54 PM.

Summary of Resolutions

Resolution 13-09 Approve Consent Agenda

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

a/ Approval of the minutes of the 101st meeting of the Board of Trustees, held on 13 April 2013 in Beijing China, is approved.

b/ Ratify the e-vote to appoint PIR Directors.

RESOLVED, that the following e-vote appointing PIR Directors is ratified:

RESOLVED that the ISOC Board of Trustees appoints Amitabh Singhal and Roberto Gaetano to the PIR Board of Directors for the period starting at the beginning of the mid-year 2013 PIR Board meeting and ending at the end of the day before the start of the mid-year 2016 PIR Board meeting; and Eric Huizer for the period starting at the beginning of the mid-year

2013 PIR Board meeting and ending at the end of the day before the start of the mid-year 2015 PIR Board meeting.

c/ Ratify the e-vote authorizing Public Interest Registry’s execution of the registry contract

RESOLVED, that the following e-vote authorizing Public Interest Registry’s execution of the registry contract with ICANN is ratified:

Authorize Public Interest Registry’s execution of the registry contract with ICANN WHEREAS, the Bylaws of the Public Interest Registry require any contract or contract amendment with ICANN to be approved by the Board of the Internet Society, WHEREAS, the PIR Board has done due diligence and believes the registry contract negotiated with ICANN is in the best interest of Public Interest Registry, WHEREAS, ICANN procedures require a forty-two (42) day public comment period for registry agreements, and WHEREAS, Public Interest Registry has requested that the Board of Trustees of the Internet Society approve the registry contract with ICANN.

NOW THEREFORE: Be it RESOLVED that the Board of Trustees of the Internet Society approves the execution of the ICANN contract as negotiated by Public Interest Registry, and approved by the Public Interest Registry Board of Directors, subject to completion of the ICANN public com

d/ Ratify the e-vote approving the selection of Erik Nordmark to the IAB.

RESOLVED, that the Board approves the selection of Erik Nordmark to fill the remainder of the IAB term of Spencer Dawkins.

e/.Accept the 2012 Independent Auditors Report.

RESOLVED, that the 2013 Independent Auditors Report is accepted, in reliance on and subject to the PIR Board’s acceptance of its 2012 Independent Auditors Report with no substantive changes to the consolidated 2012 Internet Society Audit Report.

Resolution 13-10: ISOC Board of Trustees Welcomes New Chapters

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

Resolution 13-11: Accept the 2012 – 2013 Election Committee Report

RESOLVED, that the Report of the 2012- 2013 Election Committee is accepted

Resolution 13-12: Non-Recurring Contribution from Public Interest Registry WHEREAS, the Board of Directors of Public Interest Registry has determined that an additional $10 million contribution may be made available to the Internet Society.

RESOLVED, that the ISOC Board requests that the Chief Executive Officer of the Internet Society, as liaison to the Board of Directors of Public Interest Registry, request that Public Interest Registry make an additional $10 million available to the Internet Society for its charitable purposes.

Resolution 2013-13: Approve changes in the Investment Policy

RESOLVED, that the Board approves the amendments to the Investment Policy for the Internet Society, as recommended by the Finance Committee of the Board of Trustees.

Resolution 2013-14: Approve amendments to the Endowment Policy for the Open Internet Endowment

RESOLVED, that the Board approves the amendments to the Endowment Policy for the Open Internet Endowment, as recommended by the Finance Committee of the Board of Trustees.

Resolution 2013-15: Amending the Target Asset Mix allowed for in the Investment Policy with respect to Continuity Funds

RESOLVED, that the Board approves the amendment to the Target Asset Mix allowed for in the Investment Policy with respect to Continuity Funds.

Resolution 13-16: Adopt the Amended and Restated By-Laws

RESOLVED, that the Amended and Restated By-Laws, as recommended by the By-Laws Working Group, be adopted by the Board.