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Board of Trustees Meeting Minutes

No. 115 (September 18, 2014)
Board Meeting Minutes

Minutes of Board Meeting No. 115

Author: S. Bradner
Date: 2014-09-18
Committee: BOT
Document: 2014-115
Status: Confirmed
Maintainer: S. Bradner
Access: unlimited

INTERNET SOCIETY

115th Meeting of the Board of Trustees of the Internet Society, September 18, 2014.

The ISOC Board of Trustees met from 7:31 PM to 8:39 PM UTC on Thursday, September 18, 2014 in Irvington, VA, USA.

The following members of the Board of Trustees were present:

Kathy Brown
Eric Burger
Keith Davidson
Gihan Dias
Hans Peter Dittler
Hiroshi Esaki
Dave Farber
Bob Hinden
Jason Livingood
Desiree Miloshevic
Sean Turner

Regrets were received from Narelle Clark  and Rudi Vansnick.

Also present:
Scott Bradner (Secretary)
ISOC staff

Minutes taken by Scott Bradner.

1.  Welcome, Apologies and Declaration of Conflicts
Bob called the meeting to order at 7:31 PM.  He asked if anyone had any conflicts with the agenda items. Desiree said that she would recuse herself from any discussions concerning  the PIR contracts.

2.  Consent Agenda
(a) Approve the minutes of the 113th meeting of the Board of Trustees.
(b) Approve the minutes of the 114th meeting of the Board of Trustees.
(c) Ratify the motion passed in executive session to appoint representatives to the NTIA/IANA group
(d) Ratify the e-vote to approve the PIR Call for Nominations and Timetable

Eric moved to approve the consent agenda.  Sean seconded the motion, which passed unanimously.

Resolution 2014-44: Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were
approved and ratified:

a/ Approve the minutes of the 113th meeting of the Board of Trustees.
Resolution 2014-45: Approve the minutes of the 113th Board meeting.
RESOLVED that the minutes of the 113th meeting of the Board of Trustees, held June 27-28, 2014 in London, are approved.

b/ Approve the minutes of the 114th meeting of the Board of Trustees.
Resolution 2014-46: Approve the minutes of the 114th Board meeting.
RESOLVED that the minutes of the 114th meeting of the Board of Trustees, held July 2, 2014 via teleconference, are approved.

c/ Ratify the motion to appoint representatives on the NTIA/IANA group.
Resolution 2014-47: Ratify a motion passed in executive session.
RESOLVED that the Board ratifies the following motion passed during the July 2, 2014 special board meeting:

Resolution 2014-48: Appoint ISOC representatives on the NTIA/IANA group
RESOLVED, that the Board appoints Narelle Clark and Demi Getschko as the
ISOC representatives on the NTIA/IANA Stewardship Transition Coordination
Group.

d/ Ratify the e-vote to approve the PIR Call for Candidates and Timetable.
Resolution 2014-49: Approve the Call for Candidates and Timetable for PIR Board of Directors Appointments for 2015.
RESOLVED that the e-vote held between 8 and 15 September 2014 approving the Call for Candidates and Timetable for PIR Board of Directors Appointments for 2015 is ratified.  The e-vote passed unanimously except for Desiree Miloshevic, who abstained.  The resolution in the e-vote was:

RESOLVED, The ISOC Board of Trustees approves the PIR – Call for Nominations, Internet Society Call for Nominations for the Board of Directors of the Public Interest Registry” as proposed and approves the following timetable for the appointment process.

Board Approves Call and Timetable:  September 18, 2014
Application Period Begins:  September 29, 2014
Application Period closes/NomCom Review Begins:  November 24, 2014
NomCom Review Ends/Slate sent to ISOC Board for Review:  February 6, 2015
BoT Review & E-vote:  March 20, 2015
New Directors informed & Two Month Transition Begins:  April 20, 2015
Two Month Transition Ends:  June 20, 2015
New Directors Seated:  June 20 or later

3.  Welcoming New Chapter
Dave moved to welcome the new El Salvador Chapter. Hans Peter seconded the motion, which passed by acclamation.

Resolution 2014-50: Welcome new chapter.
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society El Salvador Chapter, which was chartered and approved since the last Board meeting.

4.  Appoint members of the 2015 Nominations Committee
PURPOSE: Appoint members of the ISOC 2015 Nominations Committee.

Desiree moved to approve the NomCom members.  Jason seconded the motion, which passed unanimously.

Resolution 2014-51: Appoint the members of the ISOC 2015 Nominations Committee.
RESOLVED that Sean Turner, Keith Davidson, Rinalia Abdul Rahim, Carolina Aguerre and Alain Aina be appointed as members of the Nominations Committee chaired by Narelle Clark.

5.  Appoint members of the 2015 Elections Committee
PURPOSE: Appoint members of the ISOC 2015 Elections Committee.

Gihan moved to approve the elections committee members.  Keith seconded the motion, which passed unanimously.

Resolution 2014-52: Appoint the members of the ISOC 2015 Elections Committee.
RESOLVED that Desiree Miloshevic, Hans Peter Dittler, Scott Mansfield, and Kris Seeburn be appointed as members of the Elections Committee chaired by Gihan Dias.

6.  Approve ISOC Board Call for Nominations
PURPOSE: Review and approve criteria and schedule for the 2015 Call for Nominations for ISOC Board of Trustees.

The Board discussed a proposed election schedule.

7.  Audit Committee Update
PURPOSE: Receive the report of the ISOC Audit Committee.

Eric reported in the activities of the Audit Committee.  He noted that the committee was in the process of selecting a new auditor.  He said that there were no issues with the current auditor but that it is good business practice to change auditors periodically.  He also said that the Audit Committee was reviewing its charter and would likely recommend some changes including the desired expertise for members of the Audit Committee.

8.  Approve PIR Agreements in Support of NGO|ONG

Desiree left the room at this point.

The board discussed the proposed contracts.

Desiree returned to the room at this point.

Hiroshi moved to approve the PIR agreements.  Dave seconded the motion, which passed unanimously by role call vote, except for Desiree, who abstained.

Resolution 2014-53: Approve PIR Agreements in Support of NGO|ONG
RESOLVED, The ISOC Board of Trustees approves the execution of agreements between PIR and Afilias to provide services in support of Public Interest Registry’s offering of NGO|ONG domain names.

9.  Review staff proposal for 2015 AGM location and dates
PURPOSE: Review the staff plan for the 2015 Annual General Meeting.

The Board discussed possible locations and timing for the Board meetings in 2015.

10.  AOB
There was no other business.

Adjournment
Eric moved to adjourn. Sean seconded the motion.  There being no objection, the meeting was adjourned at 8:39 PM.

Summary of Resolutions

Resolution 2014-44: Approve Consent Agenda
RESOLVED, that the following items contained in the Consent Agenda were
approved and ratified:

a/ Approve the minutes of the 113th meeting of the Board of Trustees.
Resolution 2014-45: Approve the minutes of the 113th Board meeting.
RESOLVED that the minutes of the 113th meeting of the Board of Trustees, held June 27-28, 2014 in London, are approved.

b/ Approve the minutes of the 114th meeting of the Board of Trustees.
Resolution 2014-46: Approve the minutes of the 114th Board meeting.
RESOLVED that the minutes of the 114th meeting of the Board of Trustees, held July 2, 2014 via teleconference, are approved.

c/ Ratify the motion to appoint representatives on the NTIA/IANA group.
Resolution 2014-47: Ratify a motion passed in executive session.
RESOLVED that the Board ratifies the following motion passed during the July 2, 2014 special board meeting:

Resolution 2014-48: Appoint ISOC representatives on the NTIA/IANA group
RESOLVED, that the Board appoints Narelle Clark and Demi Getschko as the
ISOC representatives on the NTIA/IANA Stewardship Transition Coordination
Group.

d/ Ratify the e-vote to approve the PIR Call for Candidates and Timetable.
Resolution 2014-49: Approve the Call for Candidates and Timetable for PIR Board of Directors Appointments for 2015.
RESOLVED that the e-vote held between 8 and 15 September 2014 approving the Call for Candidates and Timetable for PIR Board of Directors Appointments for 2015 is ratified.  The e-vote passed unanimously except for Desiree Miloshevic, who abstained.  The resolution in the e-vote was:

RESOLVED, The ISOC Board of Trustees approves the PIR – Call for Nominations, Internet Society Call for Nominations for the Board of Directors of the Public Interest Registry” as proposed and approves the following timetable for the appointment process.

Board Approves Call and Timetable:  September 18, 2014
Application Period Begins:  September 29, 2014
Application Period closes/NomCom Review Begins:  November 24, 2014
NomCom Review Ends/Slate sent to ISOC Board for Review:  February 6, 2015
BoT Review & E-vote:  March 20, 2015
New Directors informed & Two Month Transition Begins:  April 20, 2015
Two Month Transition Ends:  June 20, 2015
New Directors Seated:  June 20 or later

Resolution 2014-50: Welcome new chapter.
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society El Salvador Chapter, which was chartered and approved since the last Board meeting.

Resolution 2014-51: Appoint the members of the ISOC 2015 Nominations Committee.
RESOLVED that Sean Turner, Keith Davidson, Rinalia Abdul Rahim, Carolina Aguerre and Alain Aina be appointed as members of the Nominations Committee chaired by Narelle Clark.

Resolution 2014-52: Appoint the members of the ISOC 2015 Elections Committee.
RESOLVED that Desiree Miloshevic, Hans Peter Dittler, Scott Mansfield, and Kris Seeburn be appointed as members of the Elections Committee chaired by Gihan Dias.

Resolution 2014-53: Approve PIR Agreements in Support of NGO|ONG
RESOLVED, The ISOC Board of Trustees approves the execution of agreements between PIR and Afilias to provide services in support of Public Interest Registry’s offering of NGO|ONG domain names.