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Board of Trustees Meeting Minutes

No. 22 (December 10, 2000)
Board Meeting Minutes

Minutes of Board Meeting No. 22

10 Dec 2000, San Diego, CA, United States

Author(s): G. Huston (Secretary)
Date: 2000-12-10
Committee: BOT
Document: 00-22
Revision: 0
Supersedes:
Status: Unconfirmed
Maintainer: G. Huston
Access: Unrestricted

A regular Meeting of the Board of Trustees of Internet Society, a non profit corporation organized under the laws of the District of Columbia, U.S.A. (“ISOC”), was held pursuant to notice at the Sheraton San Diego Hotel in San Diego, California, U.S.A., on Saturday, 9 December 2000 and Sunday 10 December 2000.

Brian Carpenter, Chairman of the ISOC Board of Trustees, called the Meeting to order at 9:00am on 9 December 2000. Geoff Huston, Secretary of the ISOC Board of Trustees, recorded the minutes.

1. Attendance

The following members of the Board of Trustees were present at the Meeting:

Trustees: Martin Burack , Brian Carpenter, Vint Cerf, Rosa Delgado, Barbara Fraser, John Gage, Christian Huitema, Geoff Huston, Tarek Kamel, Christine Maxwell, Kees Neggers, Wawa Ngenge, George Sadowsky, Don Heath.

Apologies:

Trustees Srisakdi Charmonman, Manuel Sanroma.

A quorum was present on both days.

Also attending the meeting were:

  • Officers: Michael Conn (Treasurer)
  • Vice Presidents: Nick Trio (Publications), Tony Yustein (Organizational Membership), Richard Perlman (Conferences), David Maher (Public Policy), Tomaz Kalin (Chapters), Mike Todd (Individual Membership)
  • ISOC Advisory Council Officers: Ole Jacobsen, Lajos Balint
  • ISOC Staff: Lynn St Amour, Lance Laack, Michelle Estadt.

The meeting was open to observers.

2. Agenda

The agenda was circulated prior to the Meeting.

3. Approval of Minutes

The minutes of the July 2000 Annual General Meeting of the Board of Trustees held on July 17-18 2000 in Yokahama, Japan and the minutes of a Regular Meeting of the Board of Trustees held on July 18 2000 in Yokahama, Japan were distributed for review prior to this meeting.

The minutes of Meetings 20 and 21 were approved.

4. Ratification of Electronic Votes

The following resolutions were confirmed by the Board.

Resolution 00-17 ISOC Board of Trustees Internal Procedures for Officers of the Board of Trustees.

RESOLVED, that the Board of Trustees adopts the following process in relation to the election of Officers of the Board of Trustees.

The basic working procedures for the Board of Trustees are defined in the ISOC By-Laws. These internal procedures provide additional rules and guidelines for the Board of Trustees regarding Officers of the Society.

The following election procedures are to be followed at the ISOC Board meeting when elections are required by the By-Laws.

1. Structure of the Society

Officers – The Board elects from its membership a Chair, and also elects the Officer positions of Treasurer and a Secretary, positions that may be filled by any ISOC individual member. The Board may also choose to create other Officer positions, and elect individual members of ISOC to fill these positions. The procedures relating to the election of these Officers and the term of office are described in subsequent sections of this document.

President and Vice-Presidents – The Board has the ability to hire the services of a President, who serves ex-officio as a non-voting member of the Board. The President may select Vice-Presidents to undertake various roles as delegated by the President. The appointment of Vice-Presidents is the role of the President, subject to ratification by the Board of Trustees.

2. Term of Trustees

The Board meeting following the declaration of the Trustee election is termed the Annual General Meeting.

All elected Trustees assume the positions on the Board of Trustees at the adjournment of the Annual General Meeting. Trustees shall serve in office until the adjournment of the Annual General Meeting following a three year term of office, or until the Trustee resigns the position.

3. Term of Officers

At the adjournment of the Annual General Meeting all Officer positions shall be declared available for election. Other than Chair, Treasurer and Secretary, the term of all Officer roles and positions shall be deemed to have expired at this point.

Election of officers shall be conducted at this point, in accordance with this procedure.

4. Protocol of the Meeting to Conduct Election of Officers

The retiring Chair of the Board of Trustees shall chair the initial part of the meeting to elect Officers of the Board. Immediately following the election of Chair of the Board, the elected Chair of the Board shall assume office and chair the remainder of the meeting. The remaining statutory officer positions are then elected, followed by the creation of other officer positions and elections to fill these positions.

All voting Trustees in office who are present at the meeting may vote in officer elections. Trustees who participate remotely via electronic means such that they can contemporaneously hear all other Trustees at the meeting, and be heard by all other Trustees at the meeting, shall be deemed to be present at the meeting. Voting by proxy is not permitted for election of officers.

5. Statutory Officers to be Elected

The following statutory positions shall be elected, in the following order:

  • Chair
  • Treasurer
  • Secretary

6. Other Officers to be Elected

Following the election of the statutory positions, Trustees may nominate the establishment of other Officer positions through a seconded motion. The Board shall vote on the adoption of each of these positions, and the vote shall require the affirmative vote of a majority of Trustees then in office in order for the position to be established. The position shall be established for one year, until the adjournment of the next Annual General Meeting of the Board of Trustees.

Following the establishment of any other officer positions, elections will then be held to fill these positions, which shall be held in an order as determined by the Chair.

7. Nominations

Nominations must be submitted by a Trustee in office, in writing or by electronic mail, or orally at the meeting.

Nominations will close immediately before the agenda item for the election of that position. Nominations must be submitted to the Chair of the Board. A nomination will only be valid if the candidate declares orally at the meeting, or in  writing or by electronic mail prior to the meeting, that the candidate is willing to take office if elected.

A candidate who fails to be elected for a position may be nominated for a subsequent position.

8. Eligibility

Any Trustee in office may be elected to the position of Chairman of the Board.

Any ISOC member in good standing may be elected to any other office.

9. Voting

Any candidate may make a statement to the Board regarding their candidature. The presentation of such a statement shall take no longer than five minutes. The order of candidates’ statements shall be determined by the Chair using a random selection process.

If there is only one candidate for a position, this candidate will be declared elected.

If there are two candidates, an election will be necessary. All Trustees present at the meeting, with the exception of the chair of the meeting, shall be eligible to vote. The chair of the meeting shall withhold from voting unless there is a tied vote, or unless the affirmative vote fails to achieve a majority of Trustees in office. A majority vote of the Trustees in office is required to elect a candidate. In the event of a tie, the chair of the meeting will have the tie-breaking vote. In the event that the candidate with the highest vote fails to have the affirmative vote of majority of the Trustees in office, the chair of the meeting shall be eligible to vote. If the affirmative vote fails to achieve a majority of Trustees then in office, the vote shall be conducted again.

If there are more than two candidates, and if no candidate has a vote that is equal to or greater than a majority of Trustees in office, then the two candidates receiving the highest number of votes will go to a new ballot, and a new vote will be called. In the event that three or more candidates tie for the highest number of votes, all such candidates will go into a new ballot.

Voting will be by secret ballot. An Internet Society staff member nominated by the President and a person appointed by the Board will act as tellers.

Trustees who participate remotely in a manner such that they can hear the proceedings of the meeting and be clearly heard by all other attendees, shall vote by privately announcing their vote to the election tellers.

10. Record of the Meeting

The minutes shall record the candidates nominated for each position and the elected candidate.

A candidate may request that the statement made to the Board in respect of their candidature be recorded in the minutes of the meeting.

11. Removal from Office

An Officer may be removed from office by the affirmative vote of four-fifths of the Trustees holding office at a regular meeting of the Board of Trustees.

12. Casual Vacancies

If an office is vacated, the position may be filled at a subsequent regular meeting of the Board of Trustees, using these election procedures.

Resolution 00-18: 2001 Trustee Elections Timetable

RESOLVED, that in conformance with the adopted procedure for the election of Trustees, the following schedule is to be used for the 2001 Trustee elections:

13 November, 2000 Call for Nominations Posted
13 November, 2000 Nominations Period Opens
18 December, 2000 Nominations Period Closes
5 January, 2001 Nominated Candidates Announced
5 January, 2001 Petition period Opens
5 February, 2001 Petition Period Closes
5 February, 2001 Membership Roll of Voters Closes
12 February, 2001 Candidate Announcement
19 February, 2001 Ballots posted to members
19 February, 2001 Election Period Commences
23 April, 2001 Election Date
30 April, 2001 Vote certification and announcement
30 April, 2001 hallenge Period Opens
14 May, 2001 Challenge period closes
3 June, 2001 Challenge Response Date
3 June, 2001 Confirmation of Election Results
4 June, 2001 Annual General Meeting of the Board of Trustees

Resolution 00-19: Trustee Elections Procedures

RESOLVED, that the adopted Procedure for Elections of Trustees be amended to read:

Eligibility to Vote
All individual members of the Society in good standing are eligible to vote. An individual member is in good standing if his or her annual dues are not more than 60 days past due on the date of closure of the membership roll. The membership roll of eligible votes shall be closed on the close of business of the same day as the final day for filing of Petitions.

Ballot

The Trustee election shall be conducted by written ballot of the individual members, which shall be mailed to each member of the Society listed in the membership roll of eligible voters.

Resolution 00-20 Platinum Level Organizational Membership

RESOLVED, that the Board of Trustees approve the establishment of a Platinum Organizational Membership category, which allows the due accreditation of the organizational member in supporting ISOC, for an annual membership fee of USD 100,000 partly designated in support of specific activities.

Resolution 00-21 Appointment of ISOC Vice-Presidents

RESOLVED, that the Board of Trustees approve the appointment of the following Vice-Presidents of ISOC for 2001:

  • Chapters – Tomaz Kalin
  • Conferences – Richard Perlman
  • Education – George Sadowsky
  • Individual Membership – Mike Todd
  • Public Policy – David Maher
  • Publications – Nick Trio
  • Standards – Scott Bradner

Resolution 00-22 Appointment of Chair of ISTF

RESOLVED, that the Board of Trustees appoint Christine Maxwell to be chair of the Internet Societal Task Force and its Internet Societal Task Force Steering Group (ISSG) for an initial term of one year, renewable annually for a maximum cumulative term of three years.

The Board interrupted an electronic vote in progress and. in its place, unanimously adopted Resolution 00-23.

Resolution 00-23 ISSG Procedures for Nomination of ISSG and ISTF Chair

RESOLVED, that the Board of Trustees direct the Internet Societal Task Force Steering Group (ISSG) to develop and propose to the Board of Trustees nomination procedures for the combined chair of the Internet Societal Task Force Steering Group and the Internet Societal Task Force.

5. Matters Arising

The Board considered a proposal to amend the By Laws to correct a potential point of ambiguity concerning the term of office of Officers of the Board.

With a vote of 13 in favour, 0 against and 0 abstentions, the Board adopted Resolution 00-24

Resolution 00-24 Amendments to the By Laws concerning Terms of Office of Officers of the Society

RESOLVED, to amend the By Laws as follows:

A. Append to Article III, Section 3 the following:

With the exception of the roles of Chairman, President, Treasurer and Secretary, officer roles shall be explicitly renewed by the affirmative vote of at least a majority of the members of the Board of Trustees then in office, on an annual basis. Those roles that are not renewed by this means shall be deemed to have lapsed, and the term of office of the incumbent office holder shall be deemed not to be renewed.

B Amend Article III, Section 7 to read:

Section 7.

Except for the President, who will hold office until the expiration of the contract or may be removed as provided below, the officers of the Society shall hold office for a period of one year. The period of office may be renewed each year by a simple majority affirmative vote of the Trustees at the expiration of the term. Any officer of the Society may be removed prior to the expiration of the term of office by the Board of Trustees, by the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office, whenever in their judgement the best interests of the Society shall be served thereby. The President may be removed by the vote of a majority of members of the Board of Trustees then in office, and in accordance with the termination provisions of the President’s employment contract.

6. President’s Report

The President spoke to his report.

The President announced his intention to retire in March 2001, and reported on the changes and progress during his term of office. The President noted that the culture of the organization of the IETF has been of real assistance with defining a culture of ISOC. It was viewed that ISOC is in transition to new goals, in addition to those that led to its creation, and ISOC should be receptive to changes. Change continues within the Internet community that are broader and more diverse, and increasingly universal in nature, and ISOC is a reflection of this broader process of change.

The President noted that the secretariat’s operations have been structured according to the four activity focus points as adopted at the July Board meeting, and the 2001 ISOC budget is designed with this focus in mind. The Platinum program is one of increased engagement in participation, and while Internet Standards is the ultimate beneficiary, as ISOC gains success in other areas they will also benefit. It was noted that the IETF is a significant factor in ISOC’s future and this is recognised, but also noted that each activity focus can be used to reinforce the value of the other activities.

It was noted that ISOC now has over 60 chapters, with a further 80 in the process of formation. Members of ISOC come from over 170 countries, and the ISOC education program has created a cadre of influential individuals in many countries around the world.

Societal issues are becoming increasingly within the public arena, and the work of the ISTF and the NGO relationship with UNESCO are considered to be significant steps in claiming a productive and important role in this area of activity.

Special mention was made of Vint Cerf’s generous donation of a total of USD98,000 to ISOC. The Board, with the abstention of Trustee Cerf, adopted Resolution 00-25.

Resolution 00-25 Expression of appreciation to Vint Cerf

RESOLVED, that the Board of Trustees expresses its profound gratitude to Vint Cerf for his generous donations to ISOC.

The President expressed his gratitude for the privilege of working with ISOC staff, the members of the Board of Trustees and members of the Society. The Board unanimously adopted Resolution 00-26.

Resolution 00-26 Expression of appreciation to Don Heath

RESOLVED, that the Board of Trustees expresses its appreciation to Don Heath in recognition of his service to ISOC in the role of President and Chief Executive Officer since March 1996, noting that his term of office represented 28 Internet years of energy and dedication in serving ISOC and the Internet community.

6.1 Executive Director’s Report

The Executive Director spoke to her report. The Executive Director noted the President’s contribution to the Organizational membership program. It was noted that 2000 represented a challenging year for the operation of the Society, with core activities of fundraising, managing cash flows and implementing a program of reducing operating costs.

The Platinum program has been critical for the Society in allowing the Society to meet its commitments to the support of the Internet Standards program, and the contributions have allowed this area of payables for 2000 to be discharged.

The Executive Director noted that there is still significant reason to continue with the focus on fundraising to allow the Society to retire debt and, coupled with cost reduction, to allow the Society to build a level of cash reserves which fiscally responsible management of an operation of this size requires. The target of building a level of cash reserves commensurate with total liabilities including both deferred revenue and accounts payable will take some three years at current activity levels. In addition a strong focus will continue on membership renewals to ensure that organizational membership retention levels are maintained as high as possible.

It was noted that there have been a number of recent staff departures as a result of a focus on staff to undertake high value-add activities and as a response to continuing attention to the need to reduce operating costs. The system administration role has been outsourced, and the training coordinator position is not longer part of staff establishment positions as a response to evolving needs in this area. The education and conference manager position has been partially outsourced to the conference organizer and Conferon and the decision to re-hire this position has been deferred at present. The finance manager role has been restructured to a part time position, and the Geneva office manager position has been replaced with an organizational funding raising position. It was noted that the arrangements of rent free office space remain in place of this office. These actions have resulted in a net savings of some USD 250,000. In the short term these savings will be used to retire debt. Some adjustments of the timing of various activities that entail expenditure will be undertaken to ensure that cash flows are managed within 2001 and core expenditure commitments are met through 2001. Opportunities will open up as the financial situation improves, but the primary focus remains to build up responsible fund levels at present and through 2001.

The structure of staff establishment positions has been reorganized to align with the four ‘pillar’ activities of ISOC. This structural delineation of ISOC’s activities has been of assistance in organizing available resources to focus on core objectives.

7. Executive Session

The Board met in executive session to discuss staffing matters.

8. Treasurer’s Report

The Board considered the proposed ISOC budget for 2001. The Treasurer spoke to the budget report

The budget is structured to reflect the four ‘pillar’ model of the Society’s activities, reflecting income that is restricted to a particular activity domain through the Platinum program and individual membership and other revenue sources that are apportioned across all activity domains. Expenses are directly attributed to each activity where appropriate, or apportioned where the activity has relevance and benefit to a number of activity domains. The budget projects a total revenue of USD 2.88M, with a breakdown of USD 750,000 for Internet Standards, USD 930,000 for membership, USD 885,000 for the education and training program and USD 303,000 for public policy. The budgeted total expenditure is projected to be USD 2.55M, with a breakdown of USD 720,000 for Internet Standards, USD 872,000 for membership, USD 693,000 for education and training and USD 267 for public policy. The projected operating surplus for the year is USD 328,000. This sum will be used to improve the Society’s fund balance position to a projected net deficit of USD 600,000 by the end of the year.

The Platinum program is projected to raise USD 650,000, which will be expended according to the nominated activity program associated with the Platinum revenue.

The Board adopted the proposed budget, with the abstention of Trustee Burack.

Resolution 00-27 ISOC 2001 Budget

RESOLVED, that the Board of Trustees adopts a budget for ISOC for 2001 which proposes expenditure of a total of USD 2.55M and revenue of USD 2.88M.

The Board considered the current financial status of the Society and noted a projection of an operating surplus of USD 200,000, noting the risks within the projection of revenue from a number of organizational renewals and further payments as per the INET 2000 contract with the Japanese hosts of INET 2000. The Board noted the status of the fund balance as a major indicator of the Society’s overall position.

9. Conference Report

Barbara Fraser, the INET 2001 Conference Co-Chair presented a report on the status of INET 2001. The approach for this conference is one of a heavy emphasis on invited, rather than submitted papers, allowing the conference to be constructed around planned content.

Richard Perlman, the V-P Conferences presented a report on the overall conference approach. The program committee has been given a budget to operate within, and some latitude as to how this sum is spent. Sponsors have been identified to a current level of $USD 470,000 and a considerable proportion of this sum has been invoiced. The MoU has been concluded with ExpoNova, and the conference contract is imminent. It was noted that the contract is structured such that there is no financial risk to ISOC in the event of a net operating loss from holding this conference.

Preparation for NDSS 2001 is well underway. NSA is confirmed as the primary sponsor. The final program has been published and 175 registrations are anticipated. A net of USD 30,000 is anticipated for this conference.

The Board discussed the approach for INET 2002, namely for a conference for 800 attendees located in a hotel rather than a conference centre, allowing considerable economies in the overall conference cost. The Board adopted Resolution 00-28.

Resolution 00-28 INET 2002

RESOLVED, to request the Vice President of Conferences to organize for INET 2002 a working conference centred on the activities of the Society, and report to the Board by 1 March 2001.

10. Elections Report

The Chair of the Nominations Committee, reported on the current status of the Nominations activity. While there were some nominations already received, more were encouraged by the 18 December deadline. The intent of the committee is to nominate twice as many candidates as there are open positions.

The chair of the Elections Committee, Christian Huitema, was requested to investigate the use of elections.com as a potential voting mechanism, following the successful use of this facility for the ISSG elections, and report to the Board on this option for electronic voting.

The Board discussed a proposal regarding Board composition. The Board proposed to consider this proposal in June, with a primary view to the provision of specific guidance to the Nominations Committee regarding Board composition.

11. Committee and Activity Reports

11.1 Standards

The Vice President for Standards, Scott Bradner, reported on standards activity. Participation levels in IETF increases, noting that 2500 individuals have pre-registered for the San Diego IETF meeting, the largest to date. The relationship between the IETF and ISOC is a harmonious and solid one. The role of an individual in the IETF and the relationship between that and an individual’s corporate responsibilities and the interaction with other IETF participants is under consideration within the IETF on one of the IETF working groups.

The IETF, as an international standards body, has entered into relationships with other standards bodies, including the W3C, ITU, 3GPP, 3GPP2, generally at their request. The discussions have been challenging at times often due to the differences in structure and operating procedures between the IETF and the other party. It was reported that a number of ITU Study Group chairs are attending the December 2000 IETF meeting.

The IETF is creating a new area, characterized as a “sub-IP” area, and part of the General area. This area is envisioned as looking at the control and service control aspects of those connection fabrics that use IP as a form of IP control.This is an explicit expansion of the scope of the IETF from “above the wire and below the application” to a specific set of areas that are seen to be below the wire. This is beyond traditional IEEE, ITU & ETSI relationships and there are competitive interests.

There has been considerable standards activity in the past 12 months, noting the telephony-related standards activity as well as standards in label switching, stream control transport protocol. Work is continuing in wireless and mobility, focussing on seamless mobility functions. A noted activity was the process of standardization of ENUM, associating an address with a range of references and associated functions. The note was the mix of technology and policy in this proposed standard, interacting in this case with the ITU in its role of overall administrative responsibility for the international E.164 address space.

The Society was requested to alter IETF liability coverage to include the members of the IETF Nominations Committee.

11.2 IAB

Brian Carpenter and Geoff Huston reported on the IAB activities. The matter of various international character sets and their means of incorporation into the DNS was noted as a matter of pressing interest with a set of technical and political issues. It was also noted that the IAB was considering an appeal under the framework of the Internet Standards Process. Brian Carpenter noted that he had recused himself from IAB consideration of this matter, and Geoff Huston noted that he was included within the IAB consideration of this matter. If the appellant chooses to further progress any appeal under the Standards Process to ISOC, Geoff Huston announced his intention to recuse himself from any ISOC consideration of such an appeal.

11.3 ISTF

Vint Cerf presented a report on the status of the ISTF. The ISTF has opted to elect rather than appoint a steering group (ISSG), and 24 individuals have been elected to this group. The initial terms are between 1 to 3 years, allowing staggered terms of office. Christine Maxwell has been selected by the ISOC Board of Trustees as the chair of the ISTF and ISSG, in accordance with an ISSG request for this function to be undertaken by the Board.

Three ISTF working groups have been formed, accessibility, privacy and security, and public software. Working groups looked at cultural and language diversity and education are in formation. Support functions for the ISTF are being provided on a voluntary basis.

Christine Maxwell reported on the activities and events that involve the ISTF. These include the proposed formation of the Cyberspace Research Institute and INET 2001 sessions dealing with societal themes. Coordination of the activities of the ISTF with the ISOC Vice President for Public Policy and the Advisory Council role in public policy was noted, as was support of this activity through a Platinum program of targeted support, and work directed towards foundational support of this activity.

The Board adopted Resolution 00-29, with Vint Cerf abstaining.

Resolution 00-29 In appreciation of Vint Cerf

RESOLVED, to express the gratitude of the Board to Vint Cerf in recognition of his efforts in initiating the Internet Societal Task Force and his energetic efforts in his role as the initial chair of this body.

11.4 UNESCO NGO

Christine Maxwell presented a report on the recent recognition of ISOC as an NGO by UNESCO. This NGO status was reported as being an important opportunity for ISOC, and the potential benefits were noted in the report. The activities to date were reported, were the focus is intended to provide research reports and recommendations for policy to UNESCO. The envisaged vehicle for this NGO relationship is proposed to be the ISTF.

It was recorded as a sense of the Board to request the chair of the ISTF to describe the proposed forms of interaction between the activities of the ISTF and its members and those of ISOC and its chapters and members.

The Board adopted Resolution 00-30, with Christine Maxwell abstaining.

Resolution 00-30 In appreciation of Christine Maxwell

RESOLVED, to express the gratitude of the Board to Christine Maxwell in recognition of her efforts in concluding an NGO relationship with UNESCO for ISOC.

11.5 Public Policy

The Vice President for Public Policy gave a presentation on the material in the Public Policy report. It was noted that the Public policy area is intended to focus on areas of mixed technology and policy as distinct from a focus on societal issues, as undertaken by the ISTF. ISOC has a unique content proposition with its close link to the IETF and the IAB, and careful liaison with these bodies is of considerable benefit to this activity. The public policy web pages have been started, and there is still work to do, within the constraints of activity prioritization of ISOC staff. Success to date in positioning ISOC as a prominent body in this area has been through the IAB generating the material and the ISOC orchestrating the distribution of the document. This is an instance of a more generic principle of calling upon the resources that exists to create considered public policy positions.

11.6 Advisory Council

Ole Jacobsen reported to the Board on the Advisory Council. It was noted that levels of participation form the members at large is not as high as could be expected, and there is an identified need to revitalize the council. It was reported that the council has had a fairly long discussion about the support for Internet Standards, and this was a topic that had a significant support from council members.

11.7 Publications

The Vice President for publications, Nick Trio, reported to the Board on the current publications activity. It was reported that a number of major changes have been made since July 2000, largely based on feedback from ISOC membership and the adopted strategic directions approach. The electronic version of OTI is now open to all, rather than restricted to ISOC members. eOTI has good reception with more regional content. Chapters are solicited for more information and articles on more languages. It was reported that publication of OTI will move to 3 issues a year, based on policy. standards and education, at the same cost to ISOC that the society is currently spending. ISOC Forum has received a number of comments, and some change is being contemplated in response to this feedback.

Gratitude was expressed to Wendy Rickard for her efforts in editing these ISOC publications.

11.8 Chapters

The Vice President for Chapters, Tomaz Kalin, reported in the current status of chapters. It was reported that 62 chapters have been chartered to date, and a further 79 chapters are in the process of formation. Of the 7928 current ISOC individual members, some 4456 are members of a chapter. It was noted that the initiative of a Chapters Advisory Council has not received sufficient support to date, and no further progress has been made since the July 2000 meetings. The European Chapters Coordination body has met recently, and the Board discussed matters arising from reports of this meeting.

The Board discussed a number of options regarding the financial relationship between chapters and ISOC. No conclusions were reached and the matter will be further studied for subsequent consideration by the Board.

11.9 Education

The Vice President for Education, George Sadowsky, spoke to his report. It was noted that ISOC has provided a Network Training Workshop in conjunction with INET conferences for 8 years. This activity has spawned similar workshops in central Europe and Latin America, and has also trained some 2,500 individuals. It was noted that the mission of training in the developing world can be characterized to be at crossroads at present and some consideration is required as to the most effective direction to pursue from this point.

11.10 Individual Membership

The Vice-President for Individual Membership, Mike Todd, spoke to his report. The report noted aspects of the basic value proposition for individual members. The Board requested the VP for Individual Membership to report on possible initiatives to curtail the current churn rate of membership and also to examine current geographic distribution of members.

11.11 Organizational Membership

The Vice President for Organizational Membership, Tony Yustein, spoke to his very comprehensive and detailed report. The Vice President has volunteered to establish a program of handshaking of new organizational members to improve the communication process and value. Other organization-specific information initiatives were considered in the report.

12. Next Meeting

The next meeting is scheduled be held on the 4th and 5th of June 2001 at Stockholm, Sweden.

13. Move to Adjourn

The meeting was adjourned at 4:00 pm, 10 December 2000.

Summary of Resolutions

Resolution 2000-17: ISOC Board of Trustees Internal Procedures for Officers of the Board of Trustees.

RESOLVED, that the Board of Trustees adopts the following process in relation to the election of Officers of the Board of Trustees.

The basic working procedures for the Board of Trustees are defined in the ISOC By-Laws. These internal procedures provide additional rules and guidelines for the Board of Trustees regarding Officers of the Society.

The following election procedures are to be followed at the ISOC Board meeting when elections are required by the By-Laws.

1. Structure of the Society

Officers – The Board elects from its membership a Chair, and also elects the Officer positions of Treasurer and a Secretary, positions that may be filled by any ISOC individual member. The Board may also choose to create other Officer positions, and elect individual members of ISOC to fill these positions. The procedures relating to the election of these Officers and the term of office are described in subsequent sections of this document.

President and Vice-Presidents – The Board has the ability to hire the services of a President, who serves ex-officio as a non-voting member of the Board. The President may select Vice-Presidents to undertake various roles as delegated by the President. The appointment of Vice-Presidents is the role of the President, subject to ratification by the Board of Trustees.

2. Term of Trustees

The Board meeting following the declaration of the Trustee election is termed the Annual General Meeting.

All elected Trustees assume the positions on the Board of Trustees at the adjournment of the Annual General Meeting. Trustees shall serve in office until the adjournment of the Annual General Meeting following a three year term of office, or until the Trustee resigns the position.

3. Term of Officers

At the adjournment of the Annual General Meeting all Officer positions shall be declared available for election. Other than Chair, Treasurer and Secretary, the term of all Officer roles and positions shall be deemed to have expired at this point.

Election of officers shall be conducted at this point, in accordance with this procedure.

4. Protocol of the Meeting to Conduct Election of Officers

The retiring Chair of the Board of Trustees shall chair the initial part of the meeting to elect Officers of the Board. Immediately following the election of Chair of the Board, the elected Chair of the Board shall assume office and chair the remainder of the meeting. The remaining statutory officer positions are then elected, followed by the creation of other officer positions and elections to fill these positions.

All voting Trustees in office who are present at the meeting may vote in officer elections. Trustees who participate remotely via electronic means such that they can contemporaneously hear all other Trustees at the meeting, and be heard by all other Trustees at the meeting, shall be deemed to be present at the meeting. Voting by proxy is not permitted for election of officers.

5. Statutory Officers to be Elected

The following statutory positions shall be elected, in the following order:

  • Chair
  • Treasurer
  • Secretary

6. Other Officers to be Elected

Following the election of the statutory positions, Trustees may nominate the establishment of other Officer positions through a seconded motion. The Board shall vote on the adoption of each of these positions, and the vote shall require the affirmative vote of a majority of Trustees then in office in order for the position to be established. The position shall be established for one year, until the adjournment of the next Annual General Meeting of the Board of Trustees.

Following the establishment of any other officer positions, elections will then be held to fill these positions, which shall be held in an order as determined by the Chair.

7. Nominations

Nominations must be submitted by a Trustee in office, in writing or by electronic mail, or orally at the meeting.

Nominations will close immediately before the agenda item for the election of that position. Nominations must be submitted to the Chair of the Board. A nomination will only be valid if the candidate declares orally at the meeting, or in writing or by electronic mail prior to the meeting, that the candidate is willing to take office if elected.

A candidate who fails to be elected for a position may be nominated for a subsequent position.

8. Eligibility

Any Trustee in office may be elected to the position of Chairman of the Board.

Any ISOC member in good standing may be elected to any other office.

9. Voting

Any candidate may make a statement to the Board regarding their candidature. The presentation of such a statement shall take no longer than five minutes. The order of candidates’ statements shall be determined by the Chair using a random selection process.

If there is only one candidate for a position, this candidate will be declared elected.

If there are two candidates, an election will be necessary. All Trustees present at the meeting, with the exception of the chair of the meeting, shall be eligible to vote. The chair of the meeting shall withhold from voting unless there is a tied vote, or unless the affirmative vote fails to achieve a majority of Trustees in office. A majority vote of the Trustees in office is required to elect a candidate. In the event of a tie, the chair of the meeting will have the tie-breaking vote. In the event that the candidate with the highest vote fails to have the affirmative vote of majority of the Trustees in office, the chair of the meeting shall be eligible to vote. If the affirmative vote fails to achieve a majority of Trustees then in office, the vote shall be conducted again.

If there are more than two candidates, and if no candidate has a vote that is equal to or greater than a majority of Trustees in office, then the two candidates receiving the highest number of votes will go to a new ballot, and a new vote will be called. In the event that three or more candidates tie for the highest number of votes, all such candidates will go into a new ballot.

Voting will be by secret ballot. An Internet Society staff member nominated by the President and a person appointed by the Board will act as tellers.

Trustees who participate remotely in a manner such that they can hear the proceedings of the meeting and be clearly heard by all other attendees, shall vote by privately announcing their vote to the election tellers.

10. Record of the Meeting

The minutes shall record the candidates nominated for each position and the elected candidate.

A candidate may request that the statement made to the Board in respect of their candidature be recorded in the minutes of the meeting.

11. Removal from Office

An Officer may be removed from office by the affirmative vote of four-fifths of the Trustees holding office at a regular meeting of the Board of Trustees.

12. Casual Vacancies

If an office is vacated, the position may be filled at a subsequent regular meeting of the Board of Trustees, using these election procedures.

Resolution 2000-18: 2001 Trustee Elections Timetable

RESOLVED, that in conformance with the adopted procedure for the election of Trustees, the following schedule is to be used for the 2001 Trustee elections:

13 November, 2000 Call for Nominations Posted
13 November, 2000 Nominations Period Opens
18 December, 2000 Nominations Period Closes
5 January, 2001 Nominated Candidates Announced
5 January, 2001 Petition period Opens
5 February, 2001 Petition Period Closes
5 February, 2001 Membership Roll of Voters Closes
12 February, 2001 Candidate Announcement
19 February, 2001 Ballots posted to members
19 February, 2001 Election Period Commences
23 April, 2001 Election Date
30 April, 2001 Vote certification and announcement
30 April, 2001 Challenge Period Opens
14 May, 2001 Challenge period closes
3 June, 2001 Challenge Response Date
3 June, 2001 Confirmation of Election Results
4 June, 2001 Annual General Meeting of the Board of Trustees

Resolution 2000-19: Trustee Elections Procedures

RESOLVED, that the adopted Procedure for Elections of Trustees be amended to read:

Eligibility to Vote

All individual members of the Society in good standing are eligible to vote. An individual member is in good standing if his or her annual dues are not more than 60 days past due on the date of closure of the membership roll. The membership roll of eligible votes shall be closed on the close of business of the same day as the final day for filing of Petitions.

Ballot

The Trustee election shall be conducted by written ballot of the individual members, which shall be mailed to each member of the Society listed in the membership roll of eligible voters.

Resolution 2000-20: Platinum Level Organizational Membership

RESOLVED, that the Board of Trustees approve the establishment of a Platinum Organizational Membership category, which allows the due accreditation of the organizational member in supporting ISOC, for an annual membership fee of USD 100,000 partly designated in support of specific activities.

Resolution 2000-21: Appointment of ISOC Vice-Presidents

RESOLVED, that the Board of Trustees approve the appointment of the following Vice-Presidents of ISOC for 2001:

Chapters – Tomaz Kalin
Conferences – Richard Perlman
Education – George Sadowsky
Individual Membership – Mike Todd
Public Policy – David Maher
Publications – Nick Trio
Standards – Scott Bradner
Organization Membership – Tony Yustein

Resolution 2000-22: Appointment of Chair of ISTF

RESOLVED, that the Board of Trustees appoint Christine Maxwell to be chair of the Internet Societal Task Force and its Internet Societal Task Force Steering Group (ISSG) for an initial term of one year, renewable annually for a maximum cumulative term of three years.

Resolution 2000-23: ISSG Procedures for Nomination of ISSG and ISTF Chair

RESOLVED, that the Board of Trustees direct the Internet Societal Task Force Steering Group (ISSG) to develop and propose to the Board of Trustees nomination procedures for the combined chair of the Internet Societal Task Force Steering Group and the INternet Societal Task Force.

Resolution 2000-24: Amendments to the By Laws concerning Terms of Office of Officers of the Society

RESOLVED, to amend the By laws as follows:

A. Append to Article III, Section 3 the following:

With the exception of the roles of Chairman, President, Treasurer and Secretary, officer roles shall be explicitly renewed by the affirmative vote of at least a majority of the members of the Board of Trustees then in office, on an annual basis. Those roles that are not renewed by this means shall be deemed to have lapsed, and the term of office of the incumbent office holder shall be deemed not to be renewed.

B. Amend Article III, Section 7 to read:

Section 7.

Except for the President, who will hold office until the expiration of the contract or may be removed as provided below, the officers of the Society shall hold office for a period of one year. The period of office may be renewed each year by a simple majority affirmative vote of the Trustees at the expiration of the term. Any officer of the Society may be removed prior to the expiration of the term of office by the Board of Trustees, by the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office, whenever in their judgement the best interests of the Society shall be served thereby. The President may be removed by the vote of a majority of members of the Board of Trustees then in office, and in accordance with the termination provisions of the President’s employment contract.

Resolution 2000-25: Expression of appreciation to Vint Cerf

RESOLVED, that the Board of Trustees expresses its profound gratitude to Vint Cerf for his generous donations to ISOC.

Resolution 2000-26: Expression of appreciation to Don Heath

RESOLVED, that the Board of Trustees expresses its appreciation to Don Heath in recognition of his service to ISOC in the role of President and Chief Executive Officer since March 1996, noting that his term of office represented 28 Internet years of energy and dedication in serving ISOC and the Internet community.

Resolution 2000-27: ISOC 2001 Budget

RESOLVED, that the Board of Trustees adopts a budget forISOC 2001 which proposes expenditure of a total of USD 2.55M and revenue of USD 2.88M .

Resolution 2000-28: INET 2002

RESOLVED, to request the Vice President of Conferences to organize for INET 2002 a working conference centred on the activities of the Society, and report to the Board by 1 March 2001.

Resolution 2000-29: In appreciation of Vint Cerf

RESOLVED, to express the gratitude of the Board to Vint Cerf in recognition of his efforts in initiating the Internet Societal Task Force and his energetic efforts in his role as the initial chair of this body.

Resolution 2000-30: In appreciation of Christine Maxwell

RESOLVED, to express the gratitude of the Board to Christine Maxwell in recognition of her efforts in concluding an NGO relationship with UNESCO for ISOC.