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Board of Trustees Meeting Minutes

No. 106 (November 22-23, 2013)
Board Meeting Minutes

Minutes of Board Meeting No. 106

Author: S. Bradner
Date: 2013-11-23
Committee: BOT
Document: 13-106
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

INTERNET SOCIETY

106th Meeting of the Board of Trustees of the Internet Society, November 22 and 23, 2013.

The ISOC Board of Trustees met from 4:31 PM to 7:58 PM UTC on Friday, November 22nd and from 12:06 PM to 7:59 PM UTC on Saturday November 23rd in Buenos Aires, Argentina.

The following members of the Board of Trustees were present:

  • Eric Burger (via teleconference, for Friday)
  • Narelle Clark
  • Keith Davidson
  • Raul Echeberria
  • Dave Farber
  • Bob Hinden
  • Jason Livingood
  • Desiree Miloshevic
  • Lynn St.Amour
  • Theresa Swinehart
  • Rudi Vansnick
  • Bert Wijnen (via teleconference)

Apologies were received from Alain Aina.

Also present were:

  • Scott Bradner (Secretary)
  • ISOC staff
  • Observers

Minutes taken by Scott Bradner.

I. Welcome/Apologies, Declaration of Conflicts, Ratification of Minutes/E-Votes
Bob opened the meeting at 4:31 PM UTC. He asked if anyone had any conflicts with any of the upcoming agenda topics.  He reported that Desiree and Theresa had told him that they would recuse themselves from the PIR update later in the day.

Narelle moved to approve the minutes of the 105th Board meeting as amended. Jason seconded the motion, which was approved unanimously.

Resolution 13-43: Approve the minutes of the 105th board meeting
RESOLVED that the minutes of the 105th meeting, as amended, of the Board of Trustees, held November 11, 2013 via teleconference, are approved.

II. Welcome New ISOC Chapters
Rudi moved to welcome the new Paraguay Chapter of the Internet Society. Desiree seconded the motion.

Narelle noted that the chapter has a strong relationship with Indigenous people and said that this type of relationship should be encouraged. Lynn noted that this was the 100th ISOC chapter.

The motion was approved by acclamation.

Resolution 13-44: ISOC Board of Trustees welcomes a New ISOC Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Paraguay Chapter of the Internet Society which was chartered and approved since the last Board meeting.

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

Scott Mansfield, AC co-chair presented, and the Board discussed, a report from the Organization Member’s Advisory Council.  Izumi Okutani, AC co-chair, noted that it would be good to establish relationships between chapters and local Organization Members.  Scott said that the AC was going to start careful use of the Organization Members list to get discussions going about important topics.

IV. IAOC & IETF Trust Updates 
PURPOSE: Review Strategic Developments and key directions

Chris Griffiths (IAOC Chair) (via teleconference) provided, and the Board discussed, an update on the activities of the IAOC. Chris then provided, and the Board discussed, an update on the status and activities of the IETF Trust.

V. IETF Update 
PURPOSE:
(a). IETF Internet monitoring discussions
(b). IETF – ICANN Relationship

Jari Arkko (IETF Chair) provided, and the Board discussed, a brief update on the activities of the IETF.

The meeting took a break at 6:05 PM UTC.

The meeting resumed in closed session 6:29 PM UTC.

Desiree and Theresa excused themselves from this part of the meeting.

Bob provided a quick update on the status of the CEO search and plans for the future.

VI. PIR Review
PURPOSE: High level report of key developments in PIR and review of the 2014 PIR Budget and 2014 – 2016 Forecast
Maarten Botterman & Brian Cute provided, and the Board discussed, an update on PIR’s status and plans as well as a forecast for 2014 to 2016.

The meeting took a break at 7:06 PM UTC

The meeting resumed in open session at 7:16 PM UTC

VII. Presentation by the Argentina Chapter of the Internet Society
PURPOSE: Increased visibility for ISOC Chapters and their activities

Representatives of the Argentina Chapter of the Internet Society provided an introduction to the history and activities of the Chapter.  Bob presented an ISOC award recognizing the work of the Argentina Chapter.

The meeting broke for the day at 7:58 PM UTC

The meeting resumed on Saturday, November 23 at 12:06 PM UTC

Eric was not present for the day.

VIII. President & CEO Report – L. St Amour
PURPOSE: Review 2013 Performance and End of Year Forecast

Lynn introduced the CEO and President’s Report and 2103 Outlook and Greg Kapfer filled in some of the details.

IX. Summary of 2014-2016 Business Plan and 2014 Budget
Lynn introduced, and the board discussed, the 2014-2016 Business Plan and Greg Kapfer filled in some of the details.

Jason said that the Fincom was quite happy with the way that the budget had been presented. He said that the information was very clear, particularly in the area of grants and the stretch goals. In response to a question, Greg reported that ISOC was meeting the public support test.

X. Finance Committee Report on 2014 Budget Proposal
PURPOSE: receive the report of the Finance Committee

Jason reviewed the Fincom report that was distributed to the Trustees, Organization Members’ and Chapters’ lists prior to the meeting. Jason noted that ISOC appeared to be dependent on a single source of income and reinforced the importance of a diverse set of revenue sources. This will be an item to target strategically once the new CEO is seated.

XI. Approve the 2014-2016 Business Plan and 2014 Budget
Purpose: Review, discuss, modify/approve

Jason moved to approve the 2014 budget. Raul seconded the motion.

Resolution 13-xx: Approve the 2014 Budget
RESOLVED, that the Board approve the 2014 Budget as documented in the 2014-2016 Business Plan submission, with the exception of incremental employee headcount.

Lynn suggested amending the motion to replace “with the exception of incremental employee headcount” with “as amended by the board discussion”. Jason accepted the suggestion as a friendly amendment, reiterating that this means that the Board will maintain the limit of no more that 91 employees on ISOC¹s payroll, as the Board directed earlier in 2013.

The revised motion reads:
Resolution 13-45: Approve the 2014 Budget
RESOLVED, that the Board approve the 2014 Budget as documented in the 2014-2016 Business Plan submission, as amended by the board discussion.

The motion was approved unanimously by roll call.

Raul moved to approve the 2014-2016 business plan. Dave seconded the motion.

The board discussed the business plan and noted that the board will need a strategic retreat with the new CEO and that the business plan will likely be revised as a result of the retreat.

Resolution 13-46: Approve the 2014-2016 Business Plan
RESOLVED, that the Board approve the 2014-2016 Business Plan as documented in 2014-2016 ISOC Business Plan submission as amended by the board discussion.

The motion was approved unanimously by roll call.

XII. Approval of an Investment Strategy for Non-Recurring Funds
Jason moved to approve the plan for investing $10 million of non-recurring funds from PIR. Rudi seconded the motion, which was approved unanimously by role call.

Resolution 13-47: Approve an Investment Strategy for Non-Recurring Funds
RESOLVED, that the Finance Committee of the Internet Society direct the investment of the $10 million funds received from PIR in short-term instruments as proposed by its advisor, Morgan Stanley, and at maturities as directed by the Finance Committee.

The meeting took a break from 1:39 and 2:06 PM UTC

XIII. Campaign for an Open Internet
PURPOSE: Status update of the endowment

Lynn introduced a discussion of the status of the Open Internet Endowment and said that the fund had not meant current targets and a review of its aims and targets was required. Lynn asked if the Board wanted to provide any specific direction to the incoming CEO on this topic. The Board discussed the question. Lynn said that her take away from the discussion was that the board still supported the effort and that she will sit down with the new CEO to discuss how to proceed.

XIV. Policy Update and IGF funding
PURPOSE: Various Policy updates including IGF debrief and funding

Markus Kummer provided an update on ISOC’s involvement in the Internet policy landscape.  He noted that the environment was changing rapidly. The Board discussed Markus’s report and the potential for support for the IGF Secretariat.

Keith moved to establish a legal structure to raise funds to support the IGF. Desiree seconded the motion.

The Board emphasized that the support for the IGF is conditional on the preservation of its multi-stakeholder focus.

Resolution 13-XX: Authorization to Establish a Legal Structure to Raise Funds to Support the IGF
RESOLVED, that the CEO of the Internet Society be authorized to establish a legal structure under the direction of the Internet Society, with the sole purpose to raise funds to support the IGF.

After discussion, Keith withdrew his motion.

The meeting broke for lunch between 3:35 PM and 4:34 PM UTC.

Bert left the meeting at this point.

Keith moved to provide support to the IGF. Dave seconded the motion, which was approved unanimously.

Resolution 13-48: Stable and Sustainable Support of the Internet Governance Forum
WHEREAS, the Internet Society Board wishes to provide stable and sustainable support for the ongoing work of the Internet Governance Forum as an indispensable part of the multistakeholder ecosystem;
WHEREAS, ISOC intends to stimulate similar Internet Governance Forum financial contributions from others;
WHEREAS ISOC intends to continue to stimulate similar commitments to multistakeholder governance from others;
RESOLVED, that the CEO of the Internet Society be authorized to establish a legal structure to assist in the development of broad financial support for the Internet Governance Forum, the foundational documents for this legal structure to be specifically approved by the Internet Society Board of Trustees.
BE IT FURTHER RESOLVED that the Internet Society Board of Trustees directs its President and CEO to release an amount not to exceed US $200,000 in support of the IGF in 2014.

The meeting moved to closed session at 4:45 PM UTC. The ISOC Board, Board Officers, senior staff and Jari Arkko (IETF Chair) were present.

XV. Board Strategic Discussion Session
The Board discussed recent developments in Internet governance and what ISOC’s role could be.

Jari and ISOC senior staff left the meeting at this point.

The Board took a break from 6:22 PM to 6:34 PM UTC.

XVI.  Develop Press Release
The Board discussed the wording of a post-meeting press release.

XVII. State of the Internet Society: Past, Present & Future
Lynn provided, and the Board discussed, her views on the state of the ISOC.

XVIII. Proposal for how to transition to the new CEO
Lynn provided, and the Board discussed, some specific proposals for transition.

XIX. CIS – Commonwealth of Independent States Region Discussion
Desiree reported that an AC member has asked if ISOC could work out a relationship with the “Commonwealth of Independent States Region” (CIS). She described some of the CIS activities that CIS would like ISOC involvement in.

The Board discussed Desiree’s request. Lynn said that she would close the loop with Walda on the topic and would affirm ISOC’s continuous commitment to promote engagement in the CIS area.

XX. AOB
Jason moved to adjourn. Rudi seconded the motion.  There being no objection, the meeting was adjourned at 7:59 PM UTC

Summary of Resolutions

Resolution 13-43: Approve the minutes of the 105th board meeting
RESOLVED that the minutes of the 105th meeting as amended, of the Board of Trustees, held November 11, 2013 via teleconference, are approved.

Resolution 13-44: ISOC Board of Trustees welcomes a New ISOC Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Paraguay Chapter of the Internet Society which was chartered and approved since the last Board meeting.

Resolution 13-45: Approve the 2014 Budget
RESOLVED, that the Board approve the 2014 Budget as documented in the 2014-2016 Business Plan submission, as amended by the board discussion.

Resolution 13-46: Approve the 2014-2016 Business Plan
RESOLVED, that the Board approve the 2014-2016 Business Plan as documented in 2014-2016 ISOC Business Plan submission as amended by the board discussion.

Resolution 13-47: Approve an Investment Strategy for Non-Recurring Funds
RESOLVED, that the Finance Committee of the Internet Society direct the investment of the $10 million funds received from PIR in short-term instruments as proposed by its advisor, Morgan Stanley, and at maturities as directed by the Finance Committee.

Resolution 13-48: Stable and Sustainable Support of the Internet Governance Forum
WHEREAS, the Internet Society Board wishes to provide stable and sustainable support for the ongoing work of the Internet Governance Forum as an indispensable part of the multistakeholder ecosystem;
WHEREAS, ISOC intends to stimulate similar Internet Governance Forum financial contributions from others;
WHEREAS ISOC intends to continue to stimulate similar commitments to multistakeholder governance from others;
RESOLVED, that the CEO of the Internet Society be authorized to establish a legal structure to assist in the development of broad financial support for the Internet Governance Forum, the foundational documents for this legal structure to be specifically approved by the Internet Society Board of Trustees.
BE IT FURTHER RESOLVED that the Internet Society Board of Trustees directs its President and CEO to release an amount not to exceed US $200,000 in support of the IGF in 2014.