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Board of Trustees Meeting Minutes

No. 112 (June 16, 2014)
Board Meeting Minutes

Minutes of Board Meeting No. 112

Author: S. Bradner
Date: 2014-06-16
Committee: BOT
Document: 14-112
Status: Confirmed
Maintainer: S. Bradner
Access: Unlimited

INTERNET SOCIETY

112th Meeting of the Board of Trustees of the Internet Society, June 16, 2014.

The ISOC Board of Trustees met from 8:09 PM to 9:42 PM UTC on Monday, June 16, 2014 via teleconference.

The following members of the Board of Trustees were present:

Alain Aina
Kathy Brown
Narelle Clark
Eric Burger
Raul Echeberria
Dave Farber
Bob Hinden
Jason Livingood
Desiree Miloshevic
Theresa Swinehart
Rudi Vansnick.
Bert Wijnen

Apologies were received from Keith Davidson

Also present:
Scott Bradner (Secretary)
Gihan Dias (incoming trustee)
Hans Peter Ditter (incoming trustee)
Sean Turner (incoming Trustee)
ISOC staff

Minutes taken by Scott Bradner.

1.  Welcome, Declaration of Conflicts
Bob called the meeting to order at 8:09 PM UTC.  He asked if anyone had any conflicts with any of the upcoming agenda topics. Theresa said that she would recuse herself from the PIR discussions and any IANA/ICANN topics. Desiree said she would recuse herself from the discussions about PIR. Raul said he would recuse himself from item 10 of the agenda.

2. Consent Agenda
(a) Approve the minutes of the 111th meeting of the Board of Trustees.
(b) Ratify the e-vote on the approval of PIR business proposal.

Jason moved to accept the consent agenda.  Dave seconded the motion, which passed unanimously.

Resolution 14-17 Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:

a/  Approve the minutes of the 111th meeting of the Board of Trustees.
Resolution 14-18: Approve the minutes of the 111th Board meeting.
RESOLVED that the minutes of the 111th meeting of the Board of Trustees, held on April 6-7 in Hong Kong, is approved.

b/  Ratify the e-vote on approving the PIR business proposal.
Resolution 14-19: Ratify the e-vote to Approve PIR business proposal.
RESOLVED that the e-vote held between 22 and 29 May 2014 approving the PIR business proposal is ratified. The e-vote passed unanimously, except for Desiree Miloshevic and Theresa Swinehart, who abstained. The resolution in the e-vote was:

Resolution 14-20: Approving PIR business proposal
RESOLVED, The ISOC Board of Trustees approves the business proposal presented by Public Internet Registry (PIR) subject to the conditions communicated to the PIR board by the Chair of the ISOC Board.
FURTHER RESOLVED, that the ISOC Board of Trustees recognizes that this is an important step by PIR that will help ensure continued support to ISOC in a changing environment, and expresses its appreciation for the continued high level of support that the ISOC has received over the years.

3. Recognition of outgoing PIR Board of Directors member 
Raul moved to recognize Raimundo Beca for his PIR board service.
Jason seconded the motion, which passed by acclamation.

Resolution 14-21: Recognition of outgoing PIR Board member.
RESOLVED, that the ISOC Board of Trustees extends its gratitude to Raimundo Beca for his service on the PIR Board of Directors from June 2011 to June 2014.

4. Welcoming New Chapters
Alain moved to recognize the new ISOC chapters. Theresa seconded the motion, which passed by acclamation.

Resolution 14-22: Welcome new chapters.
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Burkina Faso Chapter of the Internet Society and the Internet Society Chapter of Malta, which were both chartered and approved since the last Board meeting.

5. Nominations Committee Report
PURPOSE: Receive the final report of the ISOC Nominations Committee.
Bob asked if anyone have any questions about the nomcom report that had been previously distributed to the board.  No one had any questions.

Jason moved to accept the nomcom committee report.  Bert seconded the motion, which passed unanimously.

Resolution 14-23: Accept the Nominations Committee Report.
RESOLVED that the Report of the 2014 Nominations Committee is accepted. (report)

6. Elections Committee Report
PURPOSE: Receive the final report of the ISOC Elections Committee.
Desiree asked if anyone have any questions about the Elections Committee report that had been previously distributed to the board.  The Board discussed the report.

Desiree moved to accept the elections committee report.  Raul seconded the motion, which passed unanimously.

Resolution 14-24: Accept the Elections Committee Report.
RESOLVED that the Report of the 2014 Elections Committee is accepted. (report)

7. Governance Committee Report
PURPOSE: Receive the report of the ISOC Governance Committee.
Desiree noted that she had sent a report from the Governance Committee to the board list earlier in the day.  She asked if anyone had any questions on the report.  No one had any questions.

Desiree moved to accept the governance committee report.  Rudi seconded the motion, which passed unanimously.

Resolution 14-25: Accept the Governance Committee Report.
RESOLVED that the Report of the Governance Committee is accepted.

8. Finance Committee Report
PURPOSE: Receive the report of the ISOC Finance Committee.
Jason noted that the report of the Finance Committee had been distributed to the Board. He noted that the committee had thanked Bert for his long service on the committee.  He asked if anyone had any questions on the report.  No one had any questions.

Jason moved to accept the finance committee report.  Bert seconded the motion, which passed unanimously.

Resolution 14-26: Accept the Finance Committee Report.
RESOLVED that the Report of the Finance Committee is accepted. (report)

9. ISOC Support for Internet Governance Forum
PURPOSE: Create and provide funding for an organization to support the Internet Governance Forum.
Markus provided, and the Board discussed, an overview of the proposal to create an Internet Governance Forum Supporting Association. (summary)

Desiree moved to approve formation of a IGF support structure. Jason seconded the motion.

Resolution 14-XX: Approve formation of the Internet Governance Forum Supporting Association.
WHEREAS, Board Resolution 13-48 authorized the CEO to establish a legal structure to assist in the development of broad financial support for the Internet Governance Forum, and authorized the CEO to release an amount not to exceed US $200,000 in support of the IGF in 2014
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
BE IT FURTHER RESOLVED that the foundational documents for this legal structure are approved as offered.

Theresa offered a friendly amendment to add the words “as a multistakeholder organization” to the motion.

Desiree accepted the amendment as friendly.  The resulting motion is:

Resolution 14-27: Approve formation of the Internet Governance Forum Supporting Association.
WHEREAS, Board Resolution 13-48 authorized the CEO to establish a legal structure to assist in the development of broad financial support for the Internet Governance Forum, as a multistakeholder organization, and authorized the CEO to release an amount not to exceed US $200,000 in support of the IGF in 2014
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
BE IT FURTHER RESOLVED that the foundational documents for this legal structure are approved as offered.

The motion passed unanimously by role call vote.

10. Items to convey to the 2014-2015 Board of Trustees 
PURPOSE: Accept and convey action items to the 2014-2015 ISOC Board of Trustees.
Kathy introduced a list of items that the 2013-2014 Board had developed in executive session or during the recent Board retreat.  She proposed to convey the list to the 2014-2015 Board for action:

Summary of Agreed Board Action Items

At the January 28-30, 2014 Board retreat in Santa Monica, the ISOC Board decided that:

1.)  ISOC exists to advance the deployment and evolution of a global, open and trusted Internet available to everyone on the earth;

2.)  ISOC is a global, trusted, authoritative leader that gets things done; and

3.)  ISOC should focus on three strategic priorities:
I. Maintain and strengthen multi-stakeholder processes for advancing global and local Internet Governance
II. Advance core infrastructure and evolution of Internet technology
III. Promote the robustness and resiliency of Internet security through technical standards and deployment

The Board also decided that in order to accomplish the 3 strategic priorities there needed to be a restructuring of the organization and an examination of revenues and expenses to ensure the organization is living within its means.

At the April 7-8 Board meeting in Hong Kong, in executive session, staff made a formal presentation of the revised 2014 plan with detailed work plans. The Board expressed support and enthusiasm for both the approach and focus of the prioritization of the work plans. Staff committed to discuss further the financial implications of the re-focus with the Board at the London meeting. The Board agreed to participate in an all staff/Board retreat in September.

Additionally, the ISOC Board has agreed to or expressed support for the following items:
I. Funding for IGF
II. Continuous staff vigilance over surveillance issues (noting that the Chair remains supportive, having made two statements on the issue);
III. The Board will revisit progress and plans for the Open Internet Endowment in Q4 2014;
IV. The CEO to develop a well-formulated plan in the 2nd half of 2014 for expenditure of the 10 million USD in non-recurring funds received from PIR;
V. Staff continue work on IANA transition while maintaining flexibility and keeping the Board apprised of the progress.

Finally, the Board had discussions with the CEO to re-evaluate the Internet Hall of Fame.  It also reaffirmed that staff/ISOC commitment to the Chapters should remain and be strengthened.

The list had been distributed to the Board in advance and the Board was given an opportunity to discuss the items.  There was no discussion.

Rudi moved to accept the list of items to be conveyed to the next board for action.  Narelle seconded the motion, which passed unanimously, except for Raul, who abstained.

Resolution 14-28: Accept and convey a list of items for action by the 2014-2015 ISOC Board of Trustees.
RESOLVED, The ISOC Board of Trustees accepts as accurate the Summary of Agreed Board Action Items
BE IT FURTHER RESOLVED that the ISOC Board of Trustees conveys the Summary of Agreed Board Action Items to the 2014-2015 ISOC Board of Trustees for action.

Eric joined the meeting at this time.

11. Update from the Audit Committee
PURPOSE: Receive an update from the Audit Committee & accept the report of the independent auditor.
Eric noted that the report of the independent auditor had been sent to the Board previously and a report from the Audit Committee had been sent to the Board list earlier in the day.  He asked if anyone had any questions about either report. No one had any questions.

Eric moved to accept the report of the independent auditor. Narelle seconded the motion, which passed unanimously.

Resolution 14-29: Accept the Independent Auditors Report.
RESOLVED, that the 2013 Independent Auditors Report is accepted, in reliance on the PIR 2013 Independent Auditors Report as accepted by the PIR Board on 13 June 2014.

Eric moved to accept the report of the Audit Committee.  Alain seconded the motion, which passed unanimously.

Resolution 14-30: Accept the Report of the Audit Committee.
RESOLVED, that the report of the Audit Committee is accepted.

Raul left the meeting at this time.

12. President and CEO Report
PURPOSE:
(a)  Progress report
(b)  Q1 Financial review and interim financial progress.

Kathy discussed the status of ISOC staff changes.

Greg Kapfer provided an update of the ISOC first quarter 2014 financial statements.

Theresa and Desiree left the meeting at this time.

13. AOB
Bob initiated a discussion of the proposed PIR NewCo by-laws.

14. Adjournment
Rudi moved to adjourn.  Eric seconded the motion.  There being no objection, the meeting was adjourned at 9:42 PM.

Summary of Resolutions

————————————————————–
Resolution 14-17 Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were approved and ratified:

a/  Approve the minutes of the 111th meeting of the Board of Trustees.
Resolution 14-18: Approve the minutes of the 111th Board meeting.
RESOLVED that the minutes of the 111th meeting of the Board of Trustees, held on April 6-7 in Hong Kong, is approved.

b/  Ratify the e-vote on approving the PIR business proposal.
Resolution 14-19: Ratify the e-vote to Approve PIR business proposal.
RESOLVED that the e-vote held between 22 and 29 May 2014 approving the PIR business proposal is ratified. The e-vote passed unanimously, except for Desiree Miloshevic and Theresa Swinehart, who abstained. The resolution in the e-vote was:

Resolution 14-20: Approving PIR business proposal
RESOLVED, The ISOC Board of Trustees approves the business proposal presented by Public Internet Registry (PIR) subject to the conditions communicated to the PIR board by the Chair of the ISOC Board.
FURTHER RESOLVED, that the ISOC Board of Trustees recognizes that this is an important step by PIR that will help ensure continued support to ISOC in a changing environment, and expresses its appreciation for the continued high level of support that the ISOC has received over the years.

Resolution 14-21: Recognition of outgoing PIR Board member.
RESOLVED, that the ISOC Board of Trustees extends its gratitude to Raimundo Beca for his service on the PIR Board of Directors from June 2011 to June 2014.

Resolution 14-22: Welcome new chapters.
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Burkina Faso Chapter of the Internet Society and the Internet Society Chapter of Malta, which were both chartered and approved since the last Board meeting.

Resolution 14-23: Accept the Nominations Committee Report.
RESOLVED that the Report of the 2014 Nominations Committee is accepted.

Resolution 14-24: Accept the Elections Committee Report.
RESOLVED that the Report of the 2014 Elections Committee is accepted.

Resolution 14-25: Accept the Governance Committee Report.
RESOLVED that the Report of the Governance Committee is accepted.

Resolution 14-26: Accept the Finance Committee Report.
RESOLVED that the Report of the Finance Committee is accepted.

Resolution 14-27: Approve formation of the Internet Governance Forum Supporting Association.
WHEREAS, Board Resolution 13-48 authorized the CEO to establish a legal structure to assist in the development of broad financial support for the Internet Governance Forum, as a multistakeholder organization, and authorized the CEO to release an amount not to exceed US $200,000 in support of the IGF in 2014
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
BE IT FURTHER RESOLVED that the foundational documents for this legal structure are approved as offered.

Resolution 14-28: Accept and convey a list of items for action by the 2014-2015 ISOC Board of Trustees.
RESOLVED, The ISOC Board of Trustees accepts as accurate the Summary of Agreed Board Action Items
BE IT FURTHER RESOLVED that the ISOC Board of Trustees conveys the Summary of Agreed Board Action Items to the 2014-2015 ISOC Board of Trustees for action.

Resolution 14-29: Accept the Independent Auditors Report.
RESOLVED, that the 2013 Independent Auditors Report is accepted, in reliance on the PIR 2013 Independent Auditors Report as accepted by the PIR Board on 13 June 2014.

Resolution 14-30: Accept the Report of the Audit Committee.
RESOLVED, that the report of the Audit Committee is accepted.