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Board of Trustees Meeting Minutes

No. 117 (November 15-16, 2014)
Board Meeting Minutes

Minutes of Board Meeting No. 117

Author: S. Bradner
Date: 2014-11-15
Committee: BOT
Document: 2014-117
Status: Confirmed
Maintainer: S. Bradner
Access: Unlimited

INTERNET SOCIETY

117th Meeting of the Board of Trustees of the Internet Society, November 15-17, 2014.

The ISOC Board of Trustees met from 7:04 PM UTC on Saturday, November 15, 2014 to 2:16 AM UTC on Sunday, November 16, 2014 and from 7:01 PM UTC on Sunday, November 16, 2014 to 1:36 AM UTC on Monday, November 17, 2014 in Honolulu, HI, USA.

The following members of the Board of Trustees were present:

Kathy Brown
Eric Burger
Narelle Clark
Keith Davidson
Gihan Dias
Hans Peter Dittler
Hiroshi Esaki
Dave Farber
Bob Hinden
Jason Livingood
Desiree Miloshevic
Sean Turner
Rudi Vansnick (via teleconference for part of the meeting)

Also present:
Scott Bradner (Secretary)
ISOC staff
guests

Minutes taken by Scott Bradner.

1.  Welcome, Apologies and Declaration of Conflicts
Bob opened the meeting at 7:04 PM UTC.  He asked if anyone had any conflicts with any of the upcoming agenda topics. Desiree said she would recuse herself from the PIR agenda item.

Bob handed over $1,590 revenue from the sale of “Nerds in Paradise” T shirts to Greg Kapfer for the Internet Endowment.

Bob asked if there were any additions to the agenda. Keith said that he had developed a proposed resolution relating to ISOC work at the ITU Plenipot.  Bob asked Keith to distribute the resolution to the Board email list.  Sean said that he wanted to discuss a proposal to increase student involvement in the IETF and Gihan said he wanted to discuss forming a chapter advisory committee.

2.  Approve minutes of the 116th meeting of the Board
PURPOSE: Approve the minutes of the 116th meeting of the Board of Trustees.

Keith moved to accept the minutes of the 116th meeting. Eric seconded the motion, which passed unanimously.

Resolution 2014-59: Approve the minutes of the 116th Board meeting.
RESOLVED that the minutes of the 116th meeting of the Board of Trustees, held November 3, 2014 via teleconference, are approved.

Desiree left the room at this point.

The meeting moved to executive session at 7:12 PM UTC.

3.  PIR Review 
PURPOSE:  High level report of key developments in PIR and review of the 2015 PIR Budget and 2015-2017 Forecast.

Maarten Botterman and Brian Cute provided a high-level report concerning PIR developments and budgets. (via teleconference)

The meeting took a break at 7:54 PM UTC.

The meeting resumed in open session at 8:08 PM UTC.

Desiree returned to the room at this point.

4.  ISOC Advisory Council Update
PURPOSE: Report to the Board and CEO from the Organization member’s Advisory Council

Scott Mansfield, AC Co-Chair, provided, and the Board discussed, a report from the Organization member’s Advisory Council. (URL)

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

Chris Griffiths, IAOC Chair, and Tobias Gondrom, IETF Trust Chair, provided, and the Board discussed, brief updates from the IAOC (URL) and the IETF Trust (URL). Chris noted that there had been 4 remote hubs and over 25 remote presentations during the just concluded IETF meeting.  He said that, in general, remote presentations in the IETF meetings was growing.  He mentioned that there had been some issues with IETF attendees getting visas and said that the IETF would be opening registration earlier than in the past so that the visa process can be started earlier.

6.  IETF & IAB Updates
PURPOSE: Review strategic developments.

Brief updates from the IAB (URL) and IETF (URL) had been distributed to the Board prior to the meeting.  Jari Arkko, IAB Chair, and Russ Housley, IETF Chair, provided, and the Board discussed, topics of current interest in the IETF.

Jari discussed the current status of the use of encryption on the Internet.  (URL)

Russ noted that the IAB posted a statement on encryption on the Internet earlier this week.  (URL)  He also noted that the topic of credentials for encrypted email was discussed this past week.  The Board discussed Russ’s report.

The meeting took a break at 9:18 PM UTC.

The meeting moved to executive session at 9:33 PM UTC.

7.  Report on Internet Governance: Plenipot, etc.
PURPOSE:  Receive report on Plenipot and upcoming Internet governance activities.  Response to outcomes and next steps.

Kathy and Sally Wentworth, ISOC Vice President of Global Policy Development reported on the recently concluded ITU Plenipot and on Internet governance activities.

The Board also discussed the recently announced ICANN NetMundial initiative.

The meeting broke for lunch at 10:56 PM UTC.

The meeting resumed in public session at 11:54 PM UTC.

8.  Approve proposed Staff Code of Ethics
PURPOSE: Review and approve proposal for ISOC Staff Code of Ethics and Business Conduct.

Linda Klieforth, ISOC Director of Human Resources and Internal Policy, presented, and the Board discussed, the proposed ISOC Staff Code of Ethics.

Bob asked Linda to produce a revised document based on the Board discussion to be distributed to the Board for consideration and an e-vote.

9.  Review Staff Computer & Security Policy
PURPOSE: Review ISOC Staff Computer and Security Policy.

Kathy and Todd Tolbert, ISOC Senior Director, IT Development, presented, and the Board discussed, the proposed ISOC Staff Computer and Security Policy.

10.  Thank the CEO and the ISOC staff for their work regarding the 2014 ITU Plenipotentiary meeting in Busan

Keith moved to recognize the ISOC CEO and staff for their work in regarding the ITU Plenipotentiary meeting in Busan.  Sean seconded the motion, which was passed by acclamation.

Resolution 2014-60:  In appreciation of ISOC’s actions relating to the 2014 ITU Plenipotentiary meeting in Busan
RESOLVED that the Board expresses its appreciation to the CEO and staff of ISOC who were involved in developing policy principles or participated in the ITU Plenipotentiary, Busan 2014, in particular taking advantage for building partnerships. Particular thanks are extended to Sally Wentworth for producing the matrix of key issues relating to the draft resolutions for the Plenipotentiary. This matrix served as a valuable resource for participating Internet Society members and many Government delegations, as a clarification of concepts relating to maintaining an open, global Internet.

The meeting took a break at 12:39 AM UTC.

The meeting resumed in executive session at 1:05 AM UTC.

11. Update on the Open Internet Endowment
PURPOSE: Receive an update on plans for the Open Internet Endowment.

Kathy provided, and the Board discussed, an update on the status and plans for the Open Internet Endowment.

12. Review plan for Individual Member Campaign
PURPOSE: Review the staff plan for changes to individual membership as part of effort to increase voluntary contributions to ISOC.

Greg Kapfer, ISOC CFO, reviewed, and the Board discussed, the staff proposal for changes to the ISOC individual membership program.

13. Discussion on New ISOC Revenue
PURPOSE: Discussion on potential sources of additional revenue.

Bob initiated a Board discussion on potential additional sources of revenue for the ISOC.

The meeting adjourned for the day at 2:16 AM UTC.

The meeting resumed in executive session at 7:01 PM UTC on Sunday November 16 2014.

Rudi joined the meeting by teleconference at this point.

14. Summary of Internet Society 2015 Plan
PURPOSE: Presentations by the CEO and senior staff on key aspects of the 2015 Plan, including discussion of strategic objectives and initiatives in each area.

Kathy and the ISOC Executive Team provided, and the Board discussed, a review of the components of the proposed ISOC 2015 Plan.

The meeting took a break from 8:33 PM UTC to 8:48 PM UTC.

The meeting resumed in open session at 9:03 PM UTC.

15. Finance Committee report on 2015 Budget Proposal
PURPOSE: Receive the report of the Finance Committee

Jason provided, and the Board discussed, the report of the ISOC Finance Committee.  (URL)

16. Approve the Internet Society 2015 Plan and 2015 Budget
PURPOSE: Approve the Internet Society 2015 Plan and 2015 Budget.

Jason moved to approve the 2015 plan and budget.  Sean seconded the motion, which passed unanimously by role call.

Resolution 2014-61: Approve the Internet Society 2015 Plan and 2015 budget, contingent on the Board of the Public Interest Registry finalizing their budget before January 1, 2015, with a $29,500,000 contribution to the Internet Society.
RESOLVED, that the Board approves the Internet Society 2015 Plan and 2015 Budget as documented in the 2015 Plan submission.

17. Confirmation of 2015 Board meeting dates and locations
PURPOSE: Review revised calendar of Board meetings for 2015.

Bob reviewed the updated calendar for the Board meetings in 2015.

Feb 13-15, Singapore (after the ICANN meeting)
July 6-8, Auckland, New Zealand
October 30-31, Yokohama, Japan (before the IETF meeting)

18. Update on plans for 2015 mid-year Board meeting 
PURPOSE: Receive an update from staff on plans for the mid-year Board meeting to be held 6-8 July 2015 in Auckland and associated events.

Nicole Armstrong, ISOC Senior Events Manager, provided, and the Board discussed, an update of plans for the 2015 mid-year meeting of the Board and an associated world-wide ISOC event.

The meeting broke for lunch from 10:07 PM UTC to 11:03 PM UTC.

19. Approve proposal for technology improvements
PURPOSE: Review and approve proposal for ISOC technology improvements using non-recurring PIR funds.

Todd Tolbert presented, and the Board discussed, a proposal to improve the ISOC technology infrastructure over the next three years using a portion of the PIR non-recurring funds.

Hans Peter moved to approve the proposed technology upgrade.  Eric seconded the motion, which passed unanimously.

Resolution 2014-62: Approve the proposal for ISOC technology improvements.
RESOLVED, that the Board approves the proposal for ISOC technology improvements using non-recurring PIR funds.

20. Update on concept for brand campaign
PURPOSE: Receive an update on the concept for a brand campaign using non-recurring PIR funds.

Kathy and Walda Roseman, ISOC Chief Strategic Communications Officer, presented, and the Board discussed, a proposal to issue one or more RFPs for an ISOC brand review, update and campaign. (URL)

The Board supported the concept and the proposal to issue the RFPs.

The meeting took a break from 12:15 AM UTC to 12:38 AM UTC.

21. AOB

21.a  Hall of Fame Status
Kathy said that ISOC was going to reach out to the previous Hall of Fame inductees to discuss what the Hall of Fame should look like going forward and to discuss how inductees should be selected in the future. She said that there would be a one-year pause in the event while this is being done.

21.b  PIR and ISOC Board nominations status
Kevin provided reports on the current number of nominees for the PIR board and for the ISOC board.  He said that there were 3 seats open for the PIR board and 2 for ISOC (in addition to the 2 ISOC trustees that the IETF would be selecting). The board discussed the status of the nominations and made suggestions for increasing the pools.

21.c  Student support
Sean said that Lars Eggert, chair of the IRTF, suggested that the ISOC consider providing grants to students to encourage participation in the IETF.  He suggested that a joint ISOC/industry program could be a mechanism.  The Board discussed the idea.

21.d  Chapter advisory council
Raul Echeberría discussed the status of efforts to create the Chapter Advisory Council. He noted that a proposed charter had been distributed to the Board.  Gihan said that a group of chapter members had developed a proposed charter and requested that Board members comment on it.

21.e  Audit Committee Charter update
Eric said that he had sent a proposed update for the Audit Committee Charter and requested that trustees review and comment on the proposed charter.

21.f  Support for indigenous peoples as well as those with disability
Bob noted that Narelle has suggested that the board express support for indigenous peoples as well as those with disability in the IETF fellowship program.  The Board was sympatric to the idea and asked Kathy to include the topic in her summary of the meeting.

Dave moved to adjourn the meeting.  Sean seconded the motion. There being no objection, the meeting was adjourned at 1:36 AM UTC.

Summary of Resolutions

Resolution 2014-59:  Approve the minutes of the 116th Board meeting.
RESOLVED, that the minutes of the 116th meeting of the Board of Trustees, held November 3, 2014 via teleconference, are approved.

Resolution 2014-60:  In appreciation of ISOCs actions relating to the 2014 ITU Plenipotentiary meeting in Busan
RESOLVED, that the Board expresses its appreciation to the CEO and staff of ISOC who were involved in developing policy principles or participated in the ITU Plenipotentiary, Busan 2014, in particular taking advantage for building partnerships. Particular thanks are extended to Sally Wentworth for producing the matrix of key issues relating to the draft resolutions for the Plenipotentiary. This matrix served as a valuable resource for participating Internet Society members and many Government delegations, as a clarification of concepts relating to maintaining an open, global Internet.

Resolution 2014-61:  Approve the Internet Society 2015 Plan and 2015 budget, contingent on the Board of the Public Interest Registry finalizing their budget before January 1, 2015, with a $29,500,000 contribution to the Internet Society.
RESOLVED, that the Board approves the Internet Society 2015 Plan and 2015 Budget as documented in the 2015 Plan submission.

Resolution 2014-62:  Approve the proposal for ISOC technology improvements.
RESOLVED, that the Board approves the proposal for ISOC technology improvements using non-recurring PIR funds.