Minutes of Board Meeting No. 104

Author: S. Bradner
Date: 2013-09-16
Committee: BOT
Document: 13-104
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

104th Meeting of the Board of Trustees of the Internet Society, September 16, 2013.

The ISOC Board of Trustees met from 4:02 PM to 5:49 PM US EDT on Monday September 16th via teleconference.

The following members of the Board of Trustees were present:

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

Apologies were received from Alain Aina and Eric Burger

Also present:

Scott Bradner (Secretary)
ISOC staff
Observer

Minutes taken by Scott Bradner.

I. Welcome, Declaration of Conflicts, /E-votes Approved/Consent agenda

Bob called the meeting to order at 4:02 PM. He asked if anyone had any conflicts with any of the upcoming agenda topics. Raul and Narelle indicated they had a conflict with the CEO search topic.

(a). Approval of minutes

Dave moved to approve the minutes of the 103rd board meeting. Jason seconded the motion, which passed unanimously.

Resolution 13-29: Approval of the minutes of the 103rd board meeting.
RESOLVED, that the minutes of the 103rd Board meeting of the Internet Society held August 3-4, 2013 are approved.

(b). Appoint members of the nomcom

Keith moved to appoint the members of the 2014 ISOC nomcom. Bert seconded the motion, which passed unanimously.

Resolution 13-29: Appoint the members of the 2014 Nominations Committee.
RESOLVED, that Raul Echeberria, Rudi Vansnick, Alain Aina, Rinalia Abdul Rahim and Kurtis Lindqvist be appointed as members of the Nominations Committee chaired by Keith Davidson.

(c). Welcoming new chapters

Bert moved to welcome the Yemen and Zimbabwe Chapters. Dave seconded the motion, which passed by acclamation.

Resolution 13-30: ISOC Board of Trustees Welcomes New Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Yemen and Zimbabwe Chapters of the Internet Society which was chartered and approved since the last Board meeting.

II. Appointment of a Director for the Public Interest Registry Board of Directors (PIR)

Dave moved to appoint Ingrid Srinath to the PIR Board. Narelle seconded the motion, which passed unanimously, except for Desiree, who abstained.

Resolution 13-31: Appointment of a Director for the PIR Board
RESOLVED, that the Internet Society Board appoints Ingrid Srinath to the PIR Board of Directors for a period ending at the end of the day before the start of the mid-year 2015 PIR Board meeting.

III. Establish a Governance Committee

Keith moved to establish a Governance Committee. Desiree seconded the motion.

Resolution 13-32: Establish a Governance Committee.
RESOLVED, that the Board adopts the proposed Governance committee charter and establishes a Governance committee.

After discussion, Keith withdrew the motion. The charter will be considered on the mailing list for a week after which an e-vote will be held.

IV. ISOC Call for ISOC Board Nominations

PURPOSE: Criteria and schedule review for the 2014 Call for Nominations for the ISOC Board of Trustees.

The Board discussed the proposed timetable for the 2014 board elections. Desiree agreed to post a revised timetable in the next few days and post an e-vote for adoption.

V. President & CEO Report

(a). 2013 Mid-Year Performance and Yar End Forecast (exception report)

Lynn did a high level introduction of the performance report and the Dashboard and introduced Greg Kapfer who provided an updated preliminary financial forecast. He noted that ISOC was reducing expenses to meet the lowered revenue projections. In response to a question, Greg said that it had not yet been determined where additional contribution to the IGF would come from.

The Board discussed the status of some of the programs shown in dashboard.

(b). IGF and Policy Update

Markus Kummer provided an update on the status of the upcoming Bali IGF meeting.

VI. 2014–2016 Business Plan and Budget Update

PURPOSE: High level overview of the 2014-2016 Business Plan and Budget

The high level 2014-2016 Business Plan and Budget were introduced and then Greg Kapfer provided an update of the high level Budget and various staff members provided an update of the proposals for the partial use of the non-recurring funds.

Karen Rose listed the high-level aims of the proposed Internet Development Institute. Leslie Daigle listed the high-level aims of the proposed One Network Evolution (ONE) Institute.

Lucy Lynch listed the high-level aims of the proposed Shared Global Infrastructure Identity Management. Toral Cowieson listed the high-level aims of the proposed Internet Stewardship program.

The Board discussed the proposed activities. Bob said that the board needed additional time to respond to the specific proposals.

Jason noted that the board was in the process of finalizing general feedback on the proposals presented in Berlin and he expected that would be sent to Lynn in the next few days.

VII. 2020 Strategic Planning

PURPOSE: Review status of Strategic Planning

Karen Rose provided an update to the 2020 Strategic Planning.

VIII. Finalize the 2-3 year Board Meeting Schedule

Bob introduced a discussion of the staff proposal for holding the early 2014 Board meeting in Hong Kong on the same dates as the Internet Hall of Fame. Bob asked Elizabeth to send out a message asking for feedback by the end of the week on the dates and location.

Bob also asked the board to review the proposed 2015 dates.

Theresa left the call at this point.

IX. AOB

(a). PIR By-Law Change

Keith moved to accept the proposed PIR By-laws change. Rudi seconded the motion, which passed unanimously, except for Desiree who abstained.

Resolution 2013-33: Accept the proposed PIR By-law change.
RESOLVED that the proposed PIR By-law change is accepted.

Raul and Narelle left the call at this point.

The meeting moved to closed session at 5:31.

X. CEO Search Committee Update

Dave & Keith provided an update of the activities of the CEO Search Committee.

Dave moved to adjourn. Jason seconded the motion. There being no objection, the meeting was adjourned at 5:49 PM.

Action items:

Desiree agreed to post a revised timetable in the next few days and post an e-vote for adoption.

Jason to send a message of general feedback on the proposals for the use of the non-recurring PIR funds presented in Berlin to Lynn. Elizabeth to send out a message to the board asking for feedback on the proposal to hold the early 2014 board meeting in Hong Kong on the same dates as the Internet Hall of Fame event

Summary of Resolutions

Resolution 13-29: Approval of the minutes of the 103rd board meeting.
RESOLVED, that the minutes of the 103rd Board meeting of the Internet Society held August 3-4, 2013 are approved.

Resolution 13-30: Appoint the members of the 2014 Nominations Committee.
RESOLVED that Raul Echeberria, Rudi Vansnick, Alain Aina, Rinalia Abdul Rahim and Kurtis Lindqvist be appointed as members of the Nominations Committee chaired by Keith Davidson.

Resolution 13-31: ISOC Board of Trustees Welcomes New Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Yemen and Zimbabwe Chapters of the Internet Society which was chartered and approved since the last Board meeting.

Resolution13-32: Appointment of a Director for the PIR Board RESOLVED, that the Internet Society Board appoints Ingrid Srinath to the PIR Board of Directors for a period ending at the end of the day before the start of the mid-year 2015 PIR Board meeting.

Resolution 2013-33: Accept the proposed PIR By-law change.
RESOLVED that the proposed PIR By-law change is accepted.

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