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Board of Trustees Meeting Minutes

No. 130 (April 9-10, 2016)
Board Meeting Minutes

Minutes of Board Meeting No. 130

Author: S. Bradner
Date: 2016-04-10
Committee: BOT
Document: 2016-04-09
Status: Confirmed
Maintainer: S. Bradner
Access: Unlimited

INTERNET SOCIETY

130th Meeting of the Board of Trustees of the Internet Society, April 9-10, 2016.

The ISOC Board of Trustees met from 1:01 PM UTC to 8:01 PM UTC on Saturday, April 9and from 12:01 PM UTC to 6:37 PM UTC Sunday, April 10, 2016 in Buenos Aires, Argentina.

The following members of the Board of Trustees were present:
Walid Al-Saqaf
Kathy Brown
Gonzalo Camarillo
Narelle Clark
Gihan Dias (via teleconferece)
Hans Peter Dittler
Hiroshi Esaki
Bob Hinden
John Levine
Jason Livingood
Desiree Miloshevic
Alice Munyua
Sean Turner

Also present:
Scott Bradner (Secretary)
ISOC staff in person and via teleconference
Tobias Gondrom (IETF Trust Chair) for part of the meeting
Avri Doria (Chapter’s Advisory Council Chair) for part of the meeting
Andrew Sullivan (IAB Chair) for part of the meeting
Jari Arkko (IETF Chair) for part of the meeting
Ray Pelletier (IETF IAD) for part of the meeting
Olga Cavalli (ISOC Argentina Chapter President) for part of the meeting
Adela Goberna (a member of the ISOC Youth SIG) for part of the meeting

Participants in the Open Board Forums
Jim Galvin
Joly MacFee (via teleconferece)
Eduardo Diaz (via teleconferece)
Dave Burstein (via teleconferece)
Avri Doria

Minutes taken by Scott Bradner.

1.  Welcome, Apologies and Declaration of Conflicts 
Bob opened the meeting at 1:01 PM UTC. He asked if anyone had any conflicts with the topics on the agenda. John said that he had been nominated for the ICANN SSAC but he did not see any conflict. Bob then reviewed the plan for the meeting.

2.  Approve minutes of the 129th meeting of the Board
PURPOSE: Approve the minutes of the 129th meeting of the Board of Trustees.

Desiree moved to accept the minutes of the 129th board meeting. Narelle seconded the motion, which passed unanimously.

Resolution 2016-18: Approve the minutes of the 129th Board meeting.
RESOLVED that the minutes of the 129th meeting of the Board of Trustees, held March 22, 2016 via teleconference, are approved.

3.  Correction of Previous Action 
PURPOSE: To correct the ISOC office address stated in a previous resolution.

Narelle moved to correct the ISOC office address in resolution 2016-10. Walid seconded the motion, which passed unanimously.

Resolution 2016-19: Correction of a previous action
WHEREAS previously approved resolution 2016-10 to establish a branch office in the Middle East included an obsolete office address for the Internet Society in the USA;

RESOLVED that the address in the resolution be corrected to be “1775 Wiehle Avenue, Suite 201, Reston, VA 20190”.

4.  Recognition of outgoing PIR Board members 
PURPOSE: Recognize outgoing PIR Board members Maarten Botterman and Amitabh Singhal.

Hans Peter moved to recognize outgoing PIR board members Maarten Botterman and Amitabh Singhal. Alice seconded the motion.

Jason reminded the Board that Maarten had been on the PIR board for a long time, had been chair of the board for 6 years and had even served as PIR CEO for a while. Jason praised Maarten for all he had done for PIR and for the ISOC.

The motion passed by acclamation.

Resolution 2016-20: Recognition of outgoing PIR Board members
RESOLVED, that the ISOC Board of Trustees extends its gratitude to Maarten Botterman for his service on the PIR Board of Directors from 2008 to 2016, and Amitabh Singhal for his service on the PIR Board of Directors from 2010 to 2016.

5.  IAOC & IETF Trust Updates
PURPOSE: Review strategic developments and key directions.

Tobias Gondrom (IETF Trust Chair) presented an update of the status and activities of the IAOC on behalf of Leslie Daigle (the new IAOC Chair).  He said that the final number of on-site participants was slightly over 1,000. Ray Pelletier (IETF IAD) said that there had been more than 600 remote participants that had voluntarily registered. John mentioned that he was contracted to produce reports about RFC Editor statistics.

The Board discussed sponsorship possibilities for upcoming IETF meetings.

Tobias then presented an update of the status and activities of the IETF Trust.  Jason said that the documents relating to the Trust bank account needed to be clear about its purpose.  Kathy reminded the board that the IETF Trust is a separate legal entity and that the discussions around issues such as the details of the uses of the bank account were Trust issues not ISOC Board issues.

6.  IAB Chair’s Report
PURPOSE: Review strategic developments.

Andrew Sullivan (IAB Chair) presented, and the Board discussed, an update on the status and activities of the IAB.

7.  IETF Chair’s Report
PURPOSE: Review strategic developments.

Jari Arkko (IETF Chair) presented an update on the status and activities of the IETF.  Greg Wood (ISOC Director, Communications Operations and Planning) noted that there had been press covering the meeting and some of the participants had been interviewed.

The meeting took a break at 2:21 PM

The meeting resumed in Executive Session at 2:35 PM

8.  Glassey Lawsuit
Scott provided a brief overview on the history and status of the Glassey Lawsuit. There was no discussion.

9.  Report regarding IETF Sustainability
PURPOSE: Receive a report on IETF Sustainability.

Jari Arkko provided, and the board discussed, a report on the status of the IETF Sustainability effort.
 
10. IETF Trust bank account
Kathy provided background information about the pending IETF Trust bank account.

11. IETF Sustainability
Jari Arkko and the board discussed IETF Sustainability.

12. IETF Endowment Update
PURPOSE: To provide an update on the IETF Endowment.

Kathy provided, and the board discussed an update on the IETF Endowment.

The meeting broke for lunch at 3:59 PM.

The meeting resumed in public session at 4:36 PM

13. IANA Transition: Next Steps
PURPOSE: Receive a report on next steps for the IANA transition.

Sally Wentworth (ISOC Vice President of Global Policy Development) (via teleconference) provided, and the board discussed, a report on the next steps in the IANA transition process.

14. Privacy and Encryption
PURPOSE: Receive a report on privacy and encryption from the ISOC CITO.

Olaf Kolkman (ISOC CITO) provided, and the board discussed, a presentation on the ISOC privacy and encryption activities.

15. Bylaws changes
PURPOSE: To discuss sending proposed changes to the bylaws to the community for review.

Scott and the board discussed the proposed by laws changes and the Board agreed to send the proposed changes to the ISOC community for review.

The meeting took a break from 6:02 PM to 6:20 PM.

16. Welcome new Chapters
PURPOSE: To welcome newly approved ISOC Chapters.

Hans Peter moved to welcome the new ISOC Barbados Chapter. Narelle seconded the motion, which passed by acclamation.

Resolution 2016-21: Welcome new ISOC Barbados Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC Barbados Chapter, which was chartered and approved since the last Board meeting.

Walid moved to welcome the new ISOC Nicaragua Chapter.  Sean seconded the motion, which passed by acclamation

Resolution 2016-22: Welcome new ISOC Nicaragua Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC Nicaragua Chapter, which was chartered and approved since the last Board meeting.

17. ISOC Chapters Advisory Council Report
PURPOSE: Report to the Board and CEO from the Chapter’s Advisory Council.

Avri Doria provided (CAC co-Chair), and the board discussed, a report from the ISOC Chapter’s Advisory Council.

18. ISOC Argentina Chapter Report
PURPOSE: Increased visibility for ISOC Chapters and their activities.

Olga Cavalli (ISOC Argentina Chapter President) provided, and the board discussed, a report from the ISOC Argentina Chapter

The meeting took a break from 7:10 PM to 7:27

19. ISOC Board Open Forum
Time set aside for ISOC community members to ask questions and offer comments – in person, or in zoom — to the Board. The Board is especially interested in member views on Security and Encryption, and Increasing Internet Access.

Jim Galvin (in the room) said “thank you.”  He said he had been coming to the Board meetings for a long time. He said it was important to support the ISOC. He thanked the staff for their work in putting on the meeting, and he thanked the board for being so welcoming.

Joly MacFee (remote) asked about the North American region. He said that the region has not been staffed as well as some other regions and he wanted to know if things could be made better.  Raul said that ISOC was hiring a new regional director on the job in the beginning of May. Raul also thanked Joly for the work he has done for the Internet.  Joly said that it would be good for ISOC to organize a person to travel around to chapters to help setup meetings. Narelle said that she had been asking that ISOC help make connections between org members in a region and local chapters. Raul said that ISOC has a number of people already traveling around and are trying to coordinate more of the travel with chapter activities. Joly noted that coordination for small events would be useful. Walid asked if Connect had been useful to Joly as a tool for chapter members. Joly said that he has used Connect to help the Special Needs Special Chapter. Kathy said that it could be help Joly get more information on existing travel schedules. She said that ISOC now has a global calendar where all ISOC travel is recorded.

Eduardo Diaz said that he had been working with ICANN for a while. He said that the ICANN and the ISOC processes were different. He said he saw ISOC as a top-down organization. He asked if ISOC might become a bottom-up organization. Bob noted that the IETF is very bottom-up. He said that he hopes that the new Chapters Advisory Council becomes a bottom-up voice from the chapters. He said that it was hard to understand how to listen to multiple voices. Walid noted that the chapters were local on the ground and that ISOC was trying to determine how to strengthen the chapters to make communication stronger.

The meeting broke for that day at 8:01 PM.

The meeting resumed at 12:01 PM UTC on Sunday 10 April.

20. Report on Chapter Development
PURPOSE: Receive report on Chapter development.

Raul Echeberria (ISOC Vice President of Global Engagement) and Joyce Dogniez (ISOC Director of Chapters) (via teleconference) provided, and the board discussed, a report on ISOC chapter development.

21. Update on Membership Assessment Project
PURPOSE: Receive report on the Membership Assessment Project.

Ayesha Hassan (ISOC Vice President, Stakeholder Relations and Partnerships) (via teleconference) provided, and the board discussed, a report on the status of the ISOC membership assessment project.

The meeting took a break from 1:00 PM to 1:15 PM.

22. ISOC Board Open Forum
Time set aside for ISOC community members to ask questions and offer comments — in person, or in zoom — to the Board. The Board is especially interested in member views on Security and Encryption, and Increasing Internet Access.

Dave Burstein said that the idea of trying to align the chapters to ISOC’s mission was backward. He said ISOC staff needs to share power with the chapters and consult before decisions are made.  He also said that ISOC should commit 3% of its revenue to support of chapters. Dave said that ISOC should include chapter members in delegations to the ITU etc. Alice said that she agreed that a stronger local chapter role in policy development would be good.

Avri Doria (in the room) said that she agreed with Dave about the need to move to a more bottom-up mode for developing policy. She said that chapters needed to be included in developing the chapter evaluation criteria and get feedback on the results. She also said that the chapter advisory council should be involved in determining the budgets for chapter related activities. Bob said that he expected that the chapter advisory council would be able to provide consensus input from the chapters to the board.

Walid thanked Dave for confronting the board and said that he had seen movement in the right direction since he joined the board. Hans Peter also thanked Dave for his input and said that the ISOC did need to change but it would not be as fast as some people might like. Gihan said that he expected a concrete proposal on chapter support soon.

Joly MacFie thanked Raul and Joyce for their work. He also said he agreed with Raul that policy bottom-up policy development was not easy since there were people have different ideas.  But that it was worth while and would provide information that chapters can use to spread the resulting policies. He also asked if he would post the videos he had made of the chapter advisory counsel from yesterday and the presentation on chapter activity that Raul and Joyce had made earlier today. Bob said that the board will discuss the possibility and get back to him.

Dave Burstein thanked the board for having this session. He said that he knows that we are all working for the same end of a better Internet.

23. Approve revised Travel Policy for Trustees
PURPOSE: Approve revised Travel Policy for Trustees.

Jason moved to approve the revised travel policy for ISOC trustees. John seconded the motion.

The Board briefly discussed the proposed travel policy.

The motion passed unanimously.

Resolution 2016-23: Approve new Travel Policy for Trustees
RESOLVED, that the Board approves the revised Travel Policy for Trustees.

The meeting took a break from 1:54 PM to 2:15 PM.

24. President & CEO updates
PURPOSE: Receive 2015 year-end reports and updates on 2016 activities from the CEO and Senior Staff.

Kathy introduced David Frolio (via teleconference) as the new ISOC general consul.

2015 Wrap-up
• Year-end financial report
Kathy and Sandy Spector (ISOC Director of Finance) provided, and the board discussed, the 2015 year-end report.

2016 Updates
• 2016 Action Plan
Kathy provided, and the board discussed, a review of the 2016 ISOC action plan focusing on what ISOC has done in the first quarter.

• ISOC brand and website update
James Wood (via teleconference) and Kathy provided, and the board discussed, an update on the ISOC brand project and the ISOC website.

The meeting took a break for lunch from 3:16 PM to 4:01 PM.

25. Update on InterCommunity2016
PURPOSE: Receive report on the plans for InterCommunity2016.

Ayesha Hassan and James Wood (ISOC Chief Communications Officer) provided, and the board discussed, a review of InterCommunity2015 and the current plans for InterCommunity2016.   Kathy said that they had purposefully put this presentation into a question form to get input from the Board. The Board discussed possibilities for InterCommunity2016.

26. President & CEO updates (continued)

2016 Updates
• Scenario Planning integration
Sally Wentworth (ISOC Vice President of Global Policy Development) and Karen Rose (ISOC Senior Director, Strategy & Analysis) provided (via teleconference), and the board discussed, 2016 Scenario Planning integration.

• AGM and Board Retreat
Kathy reported on plans for the upcoming board AGM and retreat. (AGM) She said that the AGM assumed arriving in Cancun Thursday 16 June, with an orientation for the new board members on Friday and the AGM itself would be on Saturday and Sunday.

Bob reminded the board of the various tasks the board will need to do during the AGM including electing a chair and officers, the ISOC appointment to the IAOC and reconstituting the committees. Kevin Craemer reminded the board that all new and continuing trustees are expected to be at the orientation for the new board members. Bob said that exiting board members should also attend the orientation if they could as well.

27. Elections Committee Update
PURPOSE: Receive interim report from the ISOC Elections Committee Chair.

Hans Peter provided, and the board discussed, an interim report from the ISOC Elections Committee.

The meeting took a break from 5:04 PM to 5:21 PM.

28. Virtual Board Meetings 
PURPOSE: Review and discuss proposal to substitute one annual face-to-face meeting of the Board with a virtual meeting.

Sean reviewed, and the board discussed, a proposal to substitute one of the annual face-to-face meetings of the Board with a virtual meeting.

29. Review of 2016 Board meeting dates and locations
PURPOSE: Review calendar of remaining Board meetings for 2016.

Bob reviewed the dates and locations for the rest of the 2016 board meetings.

  • Teleconference in early June
  • AGM – 17-19 June
  • Board retreat – 23-25 July following IETF 96
  • InterCommunity 2016 – 20-21 September
  • Teleconference Late October
  • Budget board meeting TBD

The Board discussed the budget approval meeting in 2017. The current schedule puts ICANN too early for ideal budget approval. Gihan suggested holding that meeting as the trial virtual meeting.

The meeting took a break from 5:55 PM to 6:10 PM.

30. AOB

30.1 SIG role
Adela Goberna (a member of the ISOC Youth SIG) asked the Board if the ISOC SIGs could have a more formal role in the ISOC – for example similar to a chapter. The Board discussed the request and Kathy said that this very topic had been discussed recently but the staff would discuss again and report back.

Adjournment of Board Meeting #130

Sean moved to adjourn. Hans Peter seconded the motion. There being no objection, the meeting was adjourned at 6:37 PM.

————————————–

Summary of Resolutions

Resolution 2016-18: Approve the minutes of the 129th Board meeting.
RESOLVED that the minutes of the 129th meeting of the Board of Trustees, held March 22, 2016 via teleconference, are approved.

Resolution 2016-19: Correction of a previous action
WHEREAS previously approved resolution 2016-10 to establish a branch office in the Middle East included an obsolete office address for the Internet Society in the USA;
RESOLVED that the address in the resolution be corrected to be “1775 Wiehle Avenue, Suite 201, Reston, VA 20190”.

Resolution 2016-20: Recognition of outgoing PIR Board members
RESOLVED, that the ISOC Board of Trustees extends its gratitude to Maarten Botterman for his service on the PIR Board of Directors from 2008 to 2016, and Amitabh Singhal for his service on the PIR Board of Directors from 2010 to 2016.

Resolution 2016-21: Welcome new ISOC Barbados Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC Barbados Chapter, which was chartered and approved since the last Board meeting.

Resolution 2016-22: Welcome new ISOC Nicaragua Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC Nicaragua Chapter, which was chartered and approved since the last Board meeting.

Resolution 2016-23: Approve new Travel Policy for Trustees
RESOLVED, that the Board approves the revised Travel Policy for Trustees.