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Board of Trustees Meeting Minutes

No. 103 (August 3-4, 2013) AGM
Board Meeting Minutes

Minutes of Board Meeting No. 103

Author: S. Bradner
Date: 2013-08-04
Committee: BOT
Document: 13-103
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

INTERNET SOCIETY

103rd Meeting of the Board of Trustees of the Internet Society, August 3 & 4, 2013.

The ISOC Board of Trustees met from 10:00 AM to 4:30 PM CET on Saturday

August 3rd and from 9:03 AM to 5:43 PM CET Sunday August 4th, 2013 in Berlin, Germany.

The following members of the Board of Trustees were present:

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

Also present:

  • Scott Bradner (Secretary)
  • ISOC staff

Minutes taken by Scott Bradner.

I. Annual Election of Officers

PURPOSE: Elect Officers of the ISOC Board of Trustees

As President, Lynn opened the meeting at 10:00 AM on Saturday August 3rd.

(a). Election of the Chair of the Board

Lynn noted that Jason and Bob had previously announced that they were interested in serving as chair.  She asked if anyone else was interested in serving as chair.  No one else expressed any interest.

She asked Jason and Bob to speak to the board. Bob said willing to be considered for chair.  He said that this would be an extraordinary year for ISOC because of the need to select a new CEO. He said that the first priority was to complete the process and hire an extraordinary person.  He also said that a second priority is to keep the organization working well.

Jason said both Chair candidates are good.  He noted his background with IETF & ISOC.  He agreed with Bob as to the major missions for the board over the next year.  He said that, to do this, the board needs to be well organized.  Jason said that he would continue to work in a collaborative way to bring the board together.

The Board members then questioned Jason and Bob.

Bob and Jason then left the room and the board went into private session at this point.

Bob and Jason were invited back and the meeting resumed in open session.

Bob was elected chair by secret ballot with a vote of 8 to 4.

The ballots were collected and counted by Scott Bradner and Greg Kapfer.

Bob then assumed management of the meeting.

(b). Election of the President

Lynn St.Amour was elected President by secret ballot with unanimous vote. The ballots were collected and counted by Scott Bradner and Greg Kapfer.

(c.). Election of the Secretary

Scott Bradner was elected Secretary by secret ballot with a unanimous vote.  The ballots were collected and counted by Lynn St.Amour and Greg Kapfer.

(d). Election of the Treasurer

Bob noted that Rudi and Jason had both indicated interest in serving as Treasurer.  He asked each to make a short statement.  Rudi said that his background suited him to serve in the role. Jason said that he had served on the fincom for two years, the second year as

Treasurer and that he felt that it was important to serve on a committee before chairing it.

Jason was elected Treasurer by secret ballot with a vote of 10 to 2. The ballots were collected and counted by Scott Bradner and Greg Kapfer.

Scott then gave the ballots to Greg Kapfer and requested that they be destroyed.  Greg agreed to destroy them.

II. Apologies, Declaration of Conflicts

Bob asked if any trustees had any conflicts or wished to recuse themselves from any topics on the agenda.  Desiree said that she would recuse herself from discussions involving PIR.

(a). Approve the minutes of the 102nd board meeting.

Raul moved to approve the minutes of the 102nd board meeting. Bert seconded the motion, which passed unanimously except for Desiree and Keith who abstained because they had not been at the meeting.

Resolution 2013-17: Approval of the Minutes of Board Meeting# 102

RESOLVED, that the minutes of Meeting 102 of Internet Society Board of Trustees held by teleconference 22 July 2013 are approved.

II. PIR Board of Directors Appointments for 2014

PURPOSE: Review and approve the Call for Candidates and timetable for the PIR Board of Directors Appointments for 2014

Lynn provided some background information on the draft call for candidates. Eric moved to approve the Call for Candidates and timetable for the PIR Board of Directors Appointments for 2014. Narelle seconded the motion, which passed unanimously.

Resolution 13-18: Approval of the Call for Candidates and timetable for the PIR Board of Directors Appointments for 2014

RESOLVED, that the Call for Candidates and timetable for the 2014 PIR Board of Directors Appointment is approved

III. Advisory Council Update – AC Co-Chairs

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

Scott Mansfield, AC Co-Chair, provided, and the board discussed, an update from the organizational member advisory council (URL).

The meeting took a break from 10:40 AM to 11:05 AM.

IV. IAOC IETF Trust Updates

PURPOSE:

(a). Review Strategic Developments and key directions

(b). Statutory reports to be sent ahead of time and there will be a short period for questions only

Bob Hinden provided, and the Board discussed, an update the activities of the IAOC.

Chris Griffiths provided, and the Board discussed, an update on the activities of the IETF Trust.

V. IETF and IAB Updates

PURPOSE:  Review Strategic Developments and key directions

Jari Arkko (IETF Chair) reported on the current status of the IETF diversity design team.  The Board discussed the report and status as well as the issue that had been brought up during the plenary about the acceptance of IETF standards in formal standards bodies.

The board moved to closed session at 12:41 PM.

The Board, Jari Arkko (IETF Chair) and Russ Housley (IAB Chair) discussed Internet governance issues.

The meeting broke for lunch from 1:07 PM to 1:54 PM.

The Board, Jari Arkko (IETF Chair) and Russ Housley (IAB Chair) continued discussions on Internet governance issues.

VI. Board Governance & Fiduciary Review Session

Celia Roady (ISOC counsel) provided an overview of the Duties and Responsibilities for Board Members of a Section 501(c) (3) Non Profit Organizations.

The meeting took a break from 3:35 PM to 3:51 PM.

VII. Board Governance Committee Update

Theresa noted that she had distributed a draft charter for a Board Governance Committee to the Board list.  She said that she had received a number of comments.  She said that she would incorporate the changes and redistribute a revised version soon.

VIII. PIR Organization Reviews

PURPOSE:

(a) High level update on key developments and 2013 Business results

(b) Review 3-year high-level budget outlook and advice

Desiree recused herself from this part of the meeting.

Maarten Botterman (PIR Board Chair) and Brian Cute (PIR CEO) provided, and the Board discussed, an update of the status and activities of PIR.

The meeting adjourned for the day at 4:30 PM.

The Board resumed in closed session at 9:03 AM on Sunday August 4th.

IX. Board Only Session

The Board discussed matters of interest to the board.

The meeting moved to open session at 10:00 AM.

X. President & CEO Report

Lynn introduced the President & CEO report

(a). Policy Discussion

Marcus Kummer provided, and the board discussed, an overview of ISOC policy efforts.

The Board discussed the contents of a press release to be released after the conclusion of the Board meeting.

(b). 2013 YTD Performance, Financials

Lynn reviewed, and the board discussed, the highlights of the 2013 YTD financials and performance report. Greg Kapfer and Walda Roseman reviewed, and the Board discussed, the staff thinking about the 2014 budget.

(c). By-Laws Working Group Progress report

Walda Roseman thanked the members of the By-Laws Working Group and noted that the revised By-Laws were now in effect. The Board discussed membership issues.

The meeting took a break from 11:30 to 11:45 AM.

XI. (a). Annual Appointment of Committee Members

PURPOSE: Appoint Chairs and Members of Committees of the Board

(i) Appoint an Executive Committee

Keith moved to appoint an Executive Committee.  Alain seconded the motion, which passed unanimously.

Resolution 13-19: Appoint chair and members of the Executive Committee

RESOLVED, that the Board appoints Bob Hinden, as Chair, Dave Farber,

Theresa Swinehart and Narelle Clark as members of the committee, along with Lynn St. Amour (as President & CEO), Jason Livingood (as Treasurer) and Scott Bradner (as Secretary).

(ii). Appoint an Audit Committee

Eric moved to appoint an Audit Committee.  Desiree seconded the motion, which passed unanimously

Resolution 13-20: Appoint chair and members of the Audit Committee

RESOLVED, that the Board appoints Eric Burger as the chair of the Audit Committee, and Narelle Clark, Raul Echeberria and Alain Aina as members of the committee.

(iii). Appoint a Finance Committee

Jason moved to appoint a Finance Committee.  Keith seconded the motion, which passed unanimously

Resolution 13-21: Appoint a chair and members of the Finance Committee

RESOLVED, that the Board appoints Jason Livingood as the chair of the Finance Committee, and Bert Wijnen, Dave Farber and Rudi Vansnick as members of the committee. The President serves as a non-voting, ex-officio member of this Committee.

(iv). Appoint a Compensation Committee

Rudi moved to appoint a Compensation Committee.  Dave seconded

the motion, which passed unanimously

Resolution 13-22: Appoint a chair and members of the Compensation Committee

RESOLVED, that the Board appoints Bob Hinden as the chair of the Compensation Committee, and Bert Wijnen, Alain Aina and Theresa Swinehart as members of the committee.

(v). Appoint a chair of the Nominations Committee

Keith moved to appoint a chair of the Nominations Committee. Jason seconded the motion, which passed unanimously

Resolution 13-23: Appoint a chair of the Nominations Committee

RESOLVED, that the Board appoints Keith Davidson as the chair of the Nominations Committee. The President serves as a non-voting, ex-officio member of this Committee.

(vi). Appoint a chair of the Elections Committee

Narelle moved to appoint a chair of the Elections Committee.

Rudi seconded the motion, which passed unanimously

Resolution 13-24: Appoint a chair of the Elections Committee

RESOLVED, that the Board appoints Desiree Miloshevic as the chair of the Elections Committee and Eric Burger and Jason Livingood as members of the Committee. The President serves as a non-voting, ex-officio member of this Committee

(vii) Formation of a CEO Appointments Committee

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

Resolution 13-25: 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 currently advertised 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.

(b). 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 2013 – 2014 term.

Eric moved to appoint an ISOC Liaison to the IETF nominations Committee.  Bert seconded the motion, which passed unanimously.

Resolution 13-26: The ISOC Board of Trustees an ISOC Liaison to the IETF Nominations Committee for the 2013– 2014 term

RESOLVED, that the ISOC Board appoints Desiree Miloshevic as ISOC Liaison to the IETF nominations Committee for the 2013– 2014 term

Bob noted that a draft document describing advice from the ISOC Board to the IETF Nomcom had been distributed to the Board.  The Board discussed the document and agreed to refine the document on the mailing list and approve sending it via an e-vote.

The meeting broke for lunch from 12:21 PM to 1:04 PM.

XII. Presentation by the German Chapter of the Internet Society

PURPOSE: Increased visibility for ISOC Chapters and their activities

Hans Peter Dittler and Jan Moenikes provided the Board with a presentation on the history, status and activities of the ISOC German Chapter. (URL)  He and the Board discussed interactions between ISOC and ISOC chapters.

XIII. Internet Hall of Fame and Thanking Past Board Member

Keith moved to congratulate ISOC staff on the Hall of Fame.

Narelle seconded the motion, which passed by acclamation.

Resolution 13-27: Internet Hall of Fame

RESOLVED, that the Board conveys its congratulations on the success of the Internet Hall of Fame and thanks to the ISOC staff for all their efforts to make it a success.

Raul moved to thank Eva for her service.  Rudi seconded the motion, which passed by acclamation.

Resolution 13-28: Thanking Eva Frolich

RESOLVED, that the Board expresses its sincere thanks to Eva Frolich for her exemplary service on the ISOC Board and as the Chair of the Board.

XIV. Strategic Planning Update and 2014 – 2016 Business Planning Review

PURPOSE:  To Review Strategic Options and recommendations from the Strategic Planning Process; and forward looking business planning process

Lynn introduced a discussion of the Strategic Planning and business planning process.  Karen Rose provided, and the Board discussed, a high level review of the alignment and positioning parts of the Strategic Planning process.

The meeting took a break from 3:08 PM 3:26 PM.

Lynn introduced a discussion of the proposed use of the non-reoccurring funds.

Walda Roseman provided an overview of a proposed enhancement of the regionalization strategy.

Markus Kummer provided an overview of the proposal to enhance the local presences for ISOC.

Karen Rose provided an overview of a proposed Internet Development Institute.

Leslie Daigle provided an overview of a proposed Global Internet Research Lab.

Lucy Lynch provided an overview of a proposed Global Infrastructure for Identity Management.

Walda Roseman provided an overview of the proposed development of curriculum and content for Internet stewardship instruction.

The Board discussed the proposals.  The Board consensus was that the Board would discuss the individual proposals over time with the aim of making decisions in time for finalizing the 2014 budget.

XV. Press release

The Board reviewed, discussed and supported the updated draft press release.

XVI. Election and Nomcom Process

The Board discussed the need to develop an election schedule in response to the recent by-laws changes.  The Board agreed that the Elections Committee would develop the specific schedule and list of seats and terms for the 2013-2014 election for Board review and approval via e-vote. Lynn asked that the qualifications criteria in the call for nominations reflected a better diversity of skills/interests.

XVII. Board Work Plan and 3-5 Year Meeting Dates

The Board discussed a schedule for upcoming board meetings.  The Board agreed to have a teleconference sometime in September.   The Board also agreed to ensure that the Board meet once in conjunction with IETF, once in conjunction with ICANN and once in another location each year.

For 2014, the Board agreed to meet at an ISOC TBD location in March, after the ICANN meeting in London in June and after the IETF meeting in Honolulu in November.

XVIII. AOB

The Board discussed possibly of providing support for the upcoming IGF meeting.  The Board consensus was to leave the decision to the staff.

Keith moved to adjourn.  Eric seconded the motion.  There being no objection, the meeting was adjourned at 5:43 PM.

Summary of action items

Jason took the action item to lead the Board discussion on the Strategic Planning Update and 2014 – 2016 Business Planning Review proposals and compile the feedback.

Elections Committee to provide an elections schedule and a list of seats and terms to be listed for the election.

Summary of resolutions

Resolution 2013-17: Approval of the Minutes of Board Meeting# 102

RESOLVED, that the minutes of Meeting 102 of Internet Society Board of

Trustees held by teleconference 22 July 2013 are approved.

Resolution 13-18: Approval of the Call for Candidates and timetable for

the PIR Board of Directors Appointments for 2014

RESOLVED, that the Call for Candidates and timetable for the 2014 PIR

Board of Directors Appointment is approved

Resolution 13-19: Appoint chair and members of the Executive Committee

RESOLVED, that the Board appoints Bob Hinden, as Chair, Dave Farber, Theresa Swinehart and Narelle Clark as members of the committee, along with Lynn St. Amour (as President & CEO), Jason Livingood (as Treasurer) and Scott Bradner (as Secretary).

Resolution 13-20: Appoint chair and members of the Audit Committee

RESOLVED, that the Board appoints Eric Burger as the chair of the Audit Committee, and Narelle Clark, Raul Echeberria and Alain Aina as members of the committee.

Resolution 13-21: Appoint a chair and members of the Finance Committee

RESOLVED, that the Board appoints Jason Livingood as the chair of the Finance Committee, and Bert Wijnen, Dave Farber and Rudi Vansnick as members of the committee. The President serves as a non-voting, ex-officio member of this Committee.

Resolution 13-22: Appoint a chair and members of the Compensation Committee

RESOLVED, that the Board appoints Bob Hinden as the chair of the Compensation Committee, and Bert, Alain and Theresa Swinehartas members of the committee.

Resolution 13-23: Appoint a chair of the Nominations Committee

RESOLVED, that the Board appoints Keith Davidson as the chair of the Nominations Committee. The President serves as a non-voting, ex-officio member of this Committee.

Resolution 13-24: Appoint a chair of the Elections Committee

RESOLVED, that the Board appoints Desiree Miloshevic as the chair of the

Elections Committee and Eric Burger and Jason Livingood as members of the Committee. The President serves as a non-voting, ex-officio member of this Committee

Resolution 13-25: 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 currently advertised 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 13-26: The ISOC Board of Trustees an ISOC Liaison to the IETF

Nominations Committee

RESOLVED, that the ISOC Board appoints Desiree Miloshevic as ISOC Liaison to the IETF nominations Committee for the 2013– 2014 term

Resolution 13-27: Internet Hall of Fame

RESOLVED, that the Board conveys its congratulations on the success of the Internet Hall of Fame and thanks to the ISOC staff for all their efforts to make it a success.

Resolution 13-28: Thanking Eva Frolich

RESOLVED, that the Board expresses its sincere thanks to Eva Frolich for her exemplary service on the ISOC Board and as the Chair of the Board.