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Board of Trustees Meeting Minutes

No. 2 (December 10-11, 1992)
Board Meeting Minutes

Minutes of Board Meeting No. 2

10 – 11 Dec 1992, Reston, United States

Author(s): Juergen Harms (Secretary)
Date:Committee:
BoTDocument:
Revision:
Supersedes:Status: Confirmed
Maintainer:Access: Unrestricted

A regular Meeting of the Board of Trustees of Internet Society, was held pursuant to notice at Reston, Va, USA, on December 10-11 1992. Meeting opened at 9:00 am.

Vint Cerf, President of ISOC, assumed the duties of Chairman of the Meeting and called the Meeting to order. Juergen Harms, Secretary of the ISOC Board of Trustees, assumed the duties of Secretary of the Meeting and recorded the Minutes.

1. Attendance

The following members of the Board of Trustees were present at the Meeting: Charles Brownstein, Vinton Cerf, Lyman Chapin, Ira Fuchs, Fride Greisen, Juergen Harms, Robdert Kahn, Tomaz Kalin, Kenneth King, Lawrence Landweber, Kees Neggers, Anthony Rutkowski, Mike Roberts (ex officio). Geoff Huston participated by phone conference.

Apologies were recieved from Hideo Aiso.

2. Agenda

The agenda for the meeting was circulated prior to the meeting.

3. Approval of Minutes

The Minutes of the Meeting 1 of the Board of Trustees held on June 15 1992, at Kobe, Japan, had been distributed for review prior to this Meeting.

The Minutes were unanimously approved.

4. Trustee Elections

The Board considered a proposed amendment to the adopted procedure for Trustee Nominations and Elections (Resolution 92-07) to provide for a nominating committee membership composed of six rather than five members.

The Board unanimously adopted Resolution 92-11.

Resolution 92-11 ISOC Nominations Committee.

RESOLVED, that the ISOC Nominations Committee shall be composed Of six members drawn from the regular individual membership of ISOC.

The Board unanimously adopted Resolution 92-12.

Resolution 92-12 1993 Trustee Elections.

RESOLVED, that for the 1993 Trustee election, newly elected Trustees shall take office on the first day of the month following certification of the election results to the Board.

The Board noted that for the 1993 elections, where the election date is scheduled to be 31 May 1993, and election certification is expected to occur by 10 June 1993, the elected Trustees’ terms will commence 1 July 1993.

The Board adopted a procedure to determine the assignment of terms of less than three years duration to those Trustees who were appointed in 1992 to compose the initial Board of the Internet Society. Such assignment may be needed in connection with the Trustee elections in 1994 and 1995 depending on turnover among the members of the Board between now and those elections.

5. Board Procedures and By Laws

The Board considered a proposal for electronic voting to permit business to be conducted between the meetings of the Board. It was noted that the procedure, as proposed by Treasurer Greisen, is similar to one used by other Boards with widely dispersed Board membership.

The Board unanimously adopted Resolution 92-13.

Resolution 92-13 Electronic Voting Procedure.

RESOLVED, that the Board will adopt a procedure for electronic voting which permits business to be conducted between the semiannual meetings of the Board.

The Board discussed procedures for holding open sessions of the Trustees. The initial such session was held at this meeting to hear the report of the POISED working group. It was agreed that open sessions of the Board will be held whenever it is desirable to do so to hear views of the Internet community and other interested parties on subjects of importance to the Trustees and the Society. It was further agreed that open sessions should be audiocast and videocast on the Internet as such new capability becomes available and affordable. A written summary of Board deliberations and actions at each Board meeting, with the exception of confidential matters, will be promptly made available to the ISOC membership.

President Cerf appointed a committee to review and update the By-Laws, composed of Trustees Brownstein (Chair), Kahn, Landweber, and Roberts.

6. Financial Report

President Cerf, Treasurer Greisen and Executive Director Roberts presented a financial report for 1992 and proposed budget for 1993. Careful cost control and revenue close to earlier targets has produced a projected surplus for 1992 of USD 83,000. The Board asked that this amount, when finally determined after closing the books for the year, be treated as an initial contribution to the creation of a financial reserve for the Society.

The Board discussed the many challenges facing the Society in 1993, and the limited budget resources available to address them. President Cerf described the recent decision of the U.S. Federal Networking Council to reduce its traditional funding role for administration of the Internet Engineering Task Force, which stems from a belief that this essential function should now begin to be supported from the non-federal parts of the Internet community.

The Board supported the President’s proposal that the Internet Society create a special fund raising target for 1993 of USD 300,000 as part of a commitment to partially fund IETF support.

The Board unanimously adopted Resolution 92-14.

Resolution 92-14 ISOC 1993 Budget.

RESOLVED, that the Board approves a balanced budget for 1993 calling for USD 955,000 in revenue and an equal amount in expense. The budget is to include a fund raising target for 1993 of USD 300,000 as a part of a commitment to partially fund IETF support.

7. POISED

The Board heard a presentation in open session from Dr. Stephen Crocker, Vice-President of Trusted Information Systems, and Chair of the POISED working group of the IETF. Dr. Crocker reviewed the activities of the working group during the last five months. The POISED review identified two main areas for possible improvement in the structure and function of the Internet Technical Development Community, which is broadly composed of the IETF and its component parts, the IAB, and the Internet Society, which provides an institutional and legal home for this work.

In the area of standards development and progression, the working group concluded that the respective roles of the IETF and the IAB needed significant adjustment to reflect changes in size and scope of Internet standards work, as well as the creation of the relationship with the Internet Society which began with adoption of the IAB Charter by the Trustees in Kobe in June, 1992. The changes, which are in the process of implementation by the IETF and IAB, will be published in an RFC. The basic principle is that IESG, the Steering Group of the IETF, will assume responsibility for standards progression, including the designation of Internet Standards when the process is complete.

The second area identified by POISED was the process for nominating and confirming members of the IESG and the IAB. The working group’s recommendation was that the IETF undertake to create a nominating committee from among its membership. A slate of nominees for two year terms on the IESG and the IAB would be identified once a year. The slate would ratified by the IAB for the IESG seats, and by the Internet Society Trustees for the IAB. Suitable criteria for nominees would prevail, including professional qualifications for the positions and ability to devote substantial amounts of volunteer time to the work.

The Board conveyed its great appreciation for outstanding service to Dr. Crocker and the members of his working group. The Board unanimously adopted Resolution 92-15.

Resolution 92-15 POISED Process.

RESOLVED, that the Board of Trustees:

(1) Commends the POISED Working Group for its efforts, as presented to the Board by Dr. Stephen Crocker, concerning restructuring relationships and responsibilities of the IAB, IESG, IETF, and for the selection of officers;

(2) agrees in principle with the proposed approaches and plans of action; and

(3) resolves expeditiously to assess legal implications of these activities, and to develop and approve required revisions to Charters that reflect the Working Group proposals.

8. Conference Report

The Board heard a report from Trustees Landweber and Roberts on conference activities. Preparations for INET’93, which will be held in San Francisco on 17-20 August, are well underway under the leadership of General Conference Chair Eric Benhamou, President of 3Com Corporation.

Conferences Vice President Larry Landweber reported on the status of planning for INET’94, which is scheduled to be held in Europe under the local sponsorship of RARE. The Board expressed its desire that arrangements for 1994 be completed in the near future and established a deadline of 15 January 1993 for its approval of a basic conference agreement.

9. Operations Forum

The Board heard a report from President Cerf on the need for a coordination mechanism for groups and organizations connected with Internet operations. The Board approved the President’s recommendation that the Internet Society proceed immediately to sponsor the formation of an Internet Operations Forum.

10. Certificate Authority

The Board approved the President’s proposal that the Internet Society, in cooperation with several other organizations, become a registration agent for Internet Policy Certificate Authorities, which are needed for implementation of privacy enhanced mail on the Internet. Details of the arrangements are to be forwarded to the Trustees as soon as they are complete.

11. Incorporation of ISOC

The Board completed several legal procedures necessary to the formation of the Society as a non-profit corporation in the District of Columbia, USA.

The Board asked that Directors’ and Officers’ liability insurance in the name of the corporation be obtained as soon as possible.

12. Chapters

The Board expressed its desire that the Society establish Chapters, subject to formulation of a suitable set of guidelines and identification of several initial sites for Chapters where various startup difficulties could be worked out with the personal involvement of the Trustees. An informal committee of President Cerf, Prof. Jan Gruntorad (Czechoslovakia), Prof. Bob Kummerfeld (Australia), and Prof. Haruhisa Ishida (Japan) was established to continue work on the proposal.

13. Other Business

The Board unanimously adopted Resolution 92-16.

Resolution 92-16 Appreciation – Prof. Hideo Aiso.

RESOLVED, that the Internet Society Board of Trustees acknowledges with gratitude the contributions of Professor Hideo Aiso during his tenure as a member of the Board of Trustees. His service as General Chairman of the Society’s annual conference, INET’92, held in Kobe, Japan, is most appreciated. This was a highly successful conference, setting a high standard against which subsequent conferences will be measured.

Attachment

INTERNET SOCIETY FY92/93 BUDGET COMPARISON (U.S. DOLLARS IN THOUSANDS)

FY92 PROJ
FY92 BUDGET 12MOS ACTUAL FY93 BUDGET
APPROVED as of APPROVED
INCOME 15JUN92 31DEC92 10DEC92
Organizational Members $355 $307 355
Individual Members 70 68 140
CNRI Contribution 63 156 0
IETF grants 0 0 300
INET Conference 0 0 100
Publications 0 0 30
Internet Certificate Authority 0 0 25
Other 32 6 5
Total Income $520 $537 $ 955
EXPENSE
Staff $148 $ 98 $ 194
Printing & Mailing 150 124 140
Meetings & Travel 35 22 50
Legal & audit 50 22 12
Supplies & Misc 5 14 25
Facilities 53 81 81
Administration 49 75 75
Amortization 0 18 18
IETF Support 0 0 300
Contingency 30 0 60
Total Expense $520 $454 $ 955
Operating Surplus(Loss) $ 0 $ 83 $ 0
Summary of Resolutions

Resolution 1992-11: ISOC Nominations Committee.

RESOLVED, that the ISOC Nominations Committee shall be composed Of six members drawn from the regular individual membership of ISOC.

Resolution 1992-12: Trustee Elections.

RESOLVED, that for the 1993 Trustee election, newly elected Trustees shall take office on the first day of the month following certification of the election results to the Board.

Resolution 1992-13: Electronic Voting Procedure.

RESOLVED, that the Board will adopt a procedure for electronic voting which permits business to be conducted between the semiannual meetings of the Board.

Resolution 1992-14: ISOC 1993 Budget.

RESOLVED, that the Board approves a balanced budget for 1993 calling for USD 955,000 in revenue and an equal amount in expense. The budget is to include a fund raising target for 1993 of USD 300,000 as a part of a commitment to partially fund IETF support.

Resolution 1992-15: POISED Process.

RESOLVED, that the Board of Trustees:

  1. Commends the POISED Working Group for its efforts, as presented to the Board by Dr. Stephen Crocker, concerning restructuring relationships and responsibilities of the IAB, IESG, IETF, and for the selection of officers;
  2. agrees in principle with the proposed approaches and plans of action; and
  3. resolves expeditiously to assess legal implications of these activities, and to develop and approve required revisions to Charters that reflect the Working Group proposals.

Resolution 1992-16: Prof. Hideo Aiso.

RESOLVED, that the Internet Society Board of Trustees acknowledges with gratitude the contributions of Professor Hideo Aiso during his tenure as a member of the Board of Trustees. His service as General Chairman of the Society’s annual conference, INET’92, held in Kobe, Japan, is most appreciated. This was a highly successful conference, setting a high standard against which subsequent conferences will be measured.