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Board of Trustees Meeting Minutes

No. 25 (December 8-9, 2001)
Board Meeting Minutes

Minutes of Board Meeting No. 25

08 – 09 Dec 2001, Salt Lake City, Utah, United States

Author(s): G. Huston
Date: 2001-06-05
Committee: BOT
Document: 00-24
Revision: 0
Supersedes:
Status: Unconfirmed
Maintainer: G. Huston
Access: Unrestricted

Minutes taken by Christian Huitema.

The following members of the board of trustees attended the meeting in person:

  • Christine Maxwell
  • Barbara Fraser
  • Manuel Sanroma
  • Rosa Delgado
  • Brian Carpenter
  • Lynn St-Amour
  • Kees Neggers
  • Latif Ladid
  • Don Heath
  • Martin Burack
  • Alan Greenberg
  • George Sadowsky
  • John Gage (Saturday only)

Tarek Kamel participated in the meeting by telephone (Saturday after 10 pm only).

Wawa Ngenge was expected to participate, but did not arrive in Slat Lake City to join the meeting.

Srisakdi Charmonman was expected to participate by telephone. However, despite repeated attempts, he could not be contacted.

Several officers of ISOC and of the advisory council also attended, and the meeting was public. Jeremy London, of Skadden, Arps, Slate, Meagher & Flom attended as counsel via telephone.

I. Approval of the agenda

Brian mention our reliance on “Robert’s rules.”

Christine proposes to add a discussion of the “conduct of board members.” This will be added as an item in the “other business” discussion. The motion to approved the amended agenda is carried.

II. Approval of minutes of past meetings

Minutes are approved by 9 votes for, 1 abstain.

III. Confirm of electronic votes

The following three resolutions were adopted by the board by electronic votes since the last meeting:

Resolution 01-09 ISOC 2002 NomComm

RESOLVED, that the Board of Trustees approves the NomComm slate as submitted by Christine Maxwell:

Christine Maxwell (Chair)
Vint Cerf
Leslie Daigle
Jose Luis Pardos
Wawa Ngenge
Amy Weisenberg
Ron Weissman

Resolution 01-10 Nomination and Election Procedures

RESOLVED that the Board adopts the Procedures for Nomination and Election of Trustees, and the revision to the ISOC Privacy Statement distributed in document “Election Procedures-Voting Draft”.

The content of the “Election Procedures-Voting Draft” is attached as Annex A to these minutes.

Resolution 01-11 Appointment of Vice Presidents

RESOLVED that the Board of Trustees ratifies the appointment of the following Vice-Presidents:

  • VP Standards – Scott Bradner
  • VP Public Policy – David Maher
  • VP Education – Randy Bush
  • VP Publications – Nick Trio
  • VP Organization Membership – Tony Yustein
  • VP Conferences – Richard Perlman

VP Individual Membership – Robert Vaughan (Acting)

The board votes and confirms the resolutions.

IV.President and CEO reports

Lynn St-Amour presents her report, starting with the context in which she operates, as approved by the board: pillar model, isolation from financial risks of conferences, obtaining at least 6 months of cash in reserve. Reviewing expenses and revenues from past years shows that our net assets became negative in 1999, as expenses after INET 1999 greatly exceeded revenues. Revenues have exceeded expenses in 2000 and 2001, reducing our negative net worth to about $500K by end of year 2001. For 2001, revenues are on target, but expenses have been reduced to achieve a surplus, and to reduce the accounts payable: this has severely limited our capacity to develop new initiatives in the education and policy domains. The society has been operating with a very low amount of available cash, sometimes not much more than two weeks. We have been critically dependent on the Platinum program, which brought in $650K. A written version of the report will be available after the meeting.

V. Proposal to amend the bylaws

Brian Carpenter presents the proposal to amend the bylaws that was prepared by the executive committee. The reform process started in the Yokohama board meeting, but is by no means finished. The intent of the bylaws changes is to make it possible to reform ISOC: the bylaws contain too much detail, and bylaws changes require a very impractical 4/5th majority. For example, the bylaws define the individual member classes, which should rather be left to the board to decide; the bylaws mandate that student members cannot vote, a provision that could not be enforced in previous years. A 4/5 vote is extremely hard to get; indeed, 1:30 hour after the start of the SLC meeting, only 12 members of the board are present. A 2/3 rule would be more practical, while still providing for adequate safeguards.

The goals of the proposed changes are: to transfer responsibility for defining the election constituency to the Board of Trustees; to give the Board the ability to appoint some Trustees; to give the Board the ability to define classes of individual membership; and to change the majority needed for governance matters from 4/5 to 2/3.

The specific by laws modifications proposed by the executive committee are:

ARTICLE II – BOARD OF TRUSTEES, Section 1:

Delete the sentence that states that “only regular members can be nominated to the board.”

2)ARTICLE II – BOARD OF TRUSTEES, Section 2:

Rewrite the rule for the election of the board of trustee. The proposal is to make a simpler rule, allowing the board to make arrangements for the election or appointment of voting trustees. There is a discussion about whether or not we should keep the current phrasing that limits the number of board members to a maximum of 20.

Rewrite the rule that specifies that all trustees shall be elected by individual members. The proposal is to allow alternatives.

Rewrite the rule describing the procedure for filling vacancies. The proposal is to let the board appoint a trustee to fill a vacancy.

Replace the 4/5 majority of the board required for the appointment of a trustee by a 2/3 majority.

ARTICLE II – BOARD OF TRUSTEES, Section 3:

Replace the 4/5 majority of the board required for Board action related to section 1 and 2 by a 2/3 majority.

ARTICLE II – BOARD OF TRUSTEES, Section 13:

Replace the 4/5 majority of the board required for Board to designate the executive committee by a 2/3 majority.

ARTICLE IV – OFFICERS, Section 1:

Remove the reference to individual members in the selection of officers.

ARTICLE V – MEMBERS, Section 3:

replaces the current complex wording by a simple specification that “the board is authorized to establish classes of membership.”

According to Brian, the bylaws change is mostly intended to enable reform by giving more power to the board, rather than being extremely constrained by the bylaws.

The first point that is discussed is whether the board should remove the limit of at most 20 board members specified in Article II. There is an argument that trying to change the text on the fly creates potential consistency problems, as there are multiples reference to it in the bylaws. The consensus of the board is to not attempt to remove this limit.

A motion to accept the changes is presented by Don Heath and seconded by John Gage. Alan Greenberg proposes to amend the rule of the creation of individual classes, to make it subject to a vote by a 2/3 majority of the trustees in office; the proposal is accepted as a friendly amendment by Don and John. The motion is rejected by 10 votes in favor, 1 against (Martin) and 1 abstain (Manuel); 10 votes is 2 votes short of the required 4/5 majority of the trustees. (Tarek Kamel was not participating to this vote, since the phone connection had not yet been established.)

A further discussion shows that a sticking point is the wording of article V, section 13: if we remove the definition of individual members from the bylaws, then we do not have such members; it would probably be better to have some part of the previous section 13 remain.

Another point of contention is the definition of the election or nomination to the board: Manuel points out that the proposed wording would in theory allow for a self perpetuating board. This is however mitigated by the term limit provisions of the bylaws, but Marty points out the term limits allow someone to serve on the Board for six out of every seven years, and therefore a group can control the ISOC Board almost in perpetuity by having Trustees take one year off after every two consecutive terms.

Christine proposes to separate the majority rule issue from the other proposed modifications, and to vote first on changing the 4/5 majority to 2/3 majority in specific clauses. This would create a separate vote: 12 vote for, 1 against (Martin). The motion is carried, and is adopted as follow:

Resolution 01-12 Bylaws changes related to 2/3 majority

RESOLVED to amend the bylaws of the Internet Society as follow:

Article II, Section 2.

Replace “four-fifths” by “two-thirds” in the sentence: All Trustees appointed by the Board shall be by the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office.

Article II, Section 3.

Replace “four-fifths” by “two-thirds” in the sentence: All actions taken by the Board pursuant to Sections 1 and 2 of this Article II shall require the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office.

ARTICLE II Section 13.

Replace “four-fifths” by “two-thirds” in the sentence: The Board of Trustees, by resolution adopted by the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office, may designate three or more Trustees to constitute an Executive Committee.

The discussion of the proposal resumes with a motion to change the proposed replacement text of article V section 3, to read: “The board is authorized to establish classes of Individual Members by the affirmative vote of at least two-thirds of the members of the Board of Trustees then in office.” The proposal is approved by 10 votes and 3 abstentions, and will thus be what the Trustees will vote on.

Another amendment to the proposal is to simply add this paragraph to the existing text of article V section 3, “The board is authorized to establish or remove classes of Individual Members by the affirmative vote of at least two-thirds of the members of the Board of Trustees then in office.”

After discussion, the new proposal is to leave section 3 alone, and update section 5 of article V, replacing the current text by: “The board is authorized to add, delete or change classes of members by the affirmative vote of at least two-thirds of the members of the Board of Trustees then in office.” The proposal is approved, and will thus be what the Trustees will vote on.

The motion is now to approve the remaining proposed changes to the bylaws, with the proposed amendment to article V, section 5 rather than section 3. There is still the issue of preventing the future board of abusing the selection procedure, which we will have to address if we actually make changes in the selection of board members. There are 12 votes for, 1 opposed (Martin); the motion passes and results in the following resolution:

Resolution 01-13 Bylaws changes related to membership and governance:

RESOLVED to amend the bylaws of the Internet Society as follow:

ARTICLE II – BOARD OF TRUSTEES,

Section 1.

Delete the sentence: “Only Regular Individual Members of the Society shall be eligible to serve on the Board of Trustees.”

Section 2.

Replace the sentence:

The Board of Trustees is authorized from time to time, to make arrangements for the election of voting Trustees by the Regular Individual Members of the Society, such that the total number of Trustees shall not exceed twenty.

Replace by:

The Board of Trustees is authorized from time to time to make arrangements for the election or appointment of voting Trustees, such that the total number of Trustees shall not exceed twenty.

Replace the sentence:

With the exception of the President, all Trustees shall be elected by the Regular Individual Members of the Society or shall be appointed by the Board to fill a vacancy which arises because an elected Trustee has ceased to serve.

Replace by:

With the exception of the President, all Trustees shall be elected or otherwise selected by a constituency to be defined by a resolution of the Board or shall be appointed by the Board.

Replace the sentence:

Any vacancy which arises because an elected or appointed Trustee has ceased to serve may be filled by appointment by the Board until a new Trustee is elected to fill this position for the remainder of the term, in an election of Trustees by the Regular Individual Members of the Society.

Replace by

Any vacancy which arises because an elected or appointed Trustee has ceased to serve may be filled by appointment by the Board for the remainder of that Trustee’s term.

ARTICLE IV – OFFICERS

Section 1.

.The Chairman shall be selected from among the members of the Board of Trustees who have been elected by the Regular Individual Members of the Society.

Replace by

.The Chairman shall be selected from among the members of the Board of Trustees.

ARTICLE V – MEMBERS, section 5:

Replace the existing text by the following: “The board is authorized to add, delete or change classes of members by the affirmative vote of at least two-thirds of the members of the Board of Trustees then in office.”

VI.Financial report

Mike Conn, ISOC’s treasurer, presents the financial report: we finish the year with a reduced negative net worth, which is a progress. According to the 2000 financials and 2000 Audit report, there are details that need to be fixing, e.g. accrued vacations for ISOC personnel. There were some issues on reconciling the bank statements; these issues have been resolved and ISOC reporting procedures are being fixed. The audit committee was composed of Mike Conn, Barbara Fraser and Martin Burack. The board passes a motion of appreciation of the audit committee:

Resolution 01-14 Appreciation of Audit Committee

RESOLVED that the Board expresses its appreciation to the members of the 2001 audit committee, Mike Conn, Barbara Fraser and Martin Burack.

VII. Operations report

Lynn reports that the operation is driven in accordance with the “pillar” model. She has conducted a benchmark of ISOC compared to other professional organizations: we have lower revenues from individual members (6% compared to average 37%), larger profitability because we are trying to reconstitute assets, negative reserve of -31% compared to average 46.7%, and 2% cash reserve compared to an average 40.1%.

A yearly study of cash flow shows a gap of income during the summer, while the cash available increases at the beginning of the year. The difficult financial conditions make it very hard to start new initiatives.

The 2001 revenues are on target, the expenses are $200K under budget. We project a surplus of $328K. There is still an ongoing discussion with Exponova, since we don’t agree on the number of paying attendees; we differ by about $80K on the amount of revenue due to ISOC.

The growth in revenue was attributed entirely to the organizational membership; new material has been prepared to help recruit new members.

We have made a significant improvement on the balance sheet.

VIII. 2002 Budget

The budget is driven by the need to improve the balance sheet, to carefully manage cash flow, and to “fund or find” resources to provide more value to members. We observe that the current model of individual members and chapters is not working, and that we need to change it. Even with the recommended budget, we will still get a negative net worth of a couple $100K at the end of the year.

We loose 65% of our members every year, which means that we are finding 4500 new members every year. but we cannot keep them. Many chapters are not very active; the chapter council never took off the ground. Membership has been stagnant for years and is now decreasing. A possible way to re-invigorate chapters is to direct individual revenues directly to the chapters, allowing them to directly get the revenues from the local members. The current split management of individual members between chapters and central is very cumbersome and also very costly.

Charter retention is a real problem – there is a need to encourage actual activity by chapters, e.g. “wire a school”. We sent a survey to chapters, to check how they would react to a “free membership” proposal and other chapters; we received 14 yes, 7 qualified yes, 2 no and one no-comment. The concerns were about how this would work, what would be the interface between chapters and ISOC, etc.

We have increased our level of publication. We have a list of 19 “member briefings” that are coming out. We started publishing the “Internet Report”. We are planning guest papers, a joint publication with ACM, and other activities.

The big items on the revenue side of the budget are org members, conferences and Thinkquest. The expenses are mostly salaries, IETF staff travel & misc., RFC Editor, IETF/IAB support, conferences, and Thinkquest.

The recommended budget option assumes free membership. Lynn also prepared a “paid membership” option. This paid membership option assumes that all membership fees will be collected directly by ISOC, electronically as far as possible, e.g. using credit card payments; we will have to invest to enable such payments, but we would also have to support a transition cost in the “free membership” model. In the paid member option, the “individual member” pillar is showed to generate a net cost of $257K; two board members, Martin and Don, disagree with this presentation and contend that paid membership can be self-sustaining.

There is a discussion of the relative benefits of free and paid membership, and the possible consequences of the absence of paid membership. Then, we review the experience of the chapters in which board members and officers are involved. Among the salient point is the desire to be involved in Internet Governance, as in ICANN, and the fact that several chapters have “associates” who don’t pay a fee to ISOC.

Kees Neggers proposes to adopt the budget recommended by the executive committee, seconded by Barbara Fraser. Passes with 8 yes, 2 no (Don, Martin), 2 abstains (George, Alan).

Resolution 01-15 ISOC 2002 Budget

RESOLVED that the Board of Trustees adopts the budget for ISOC 2002 prepared by the Executive Committee, which proposes expenditure of a total of USD 1,793,397 and revenue of USD $1,942,215.

IX. ICANN Membership

ICANN and ISOC observed that both organizations are concerned with the future of the Internet. ICANN would consider using ISOC as the management organization for “individual membership”, i.e. letting ISOC manages the election of individual representatives to ICANN, with the understanding that ICANN would fund the expense.

The discussion shows two points, one positive and one negative: chapter members are actually willing to participate in Internet governance, so this is natural; on the other hand, the ICANN election attracts members who have a single agenda, getting a voice in the ICANN election, and who would not be interested by the normal ISOC activities.

Lynn explains that ICANN would really like to outsource the management of membership, since none of their normal activities requires individual membership. ICANN needs to have a process in place before March 2002.

The board asks their opinion to society members attending the meeting. Stefano Trumpy mentions that there were many problems in the past election of ICANN at large members. Östen Frånberg recalls a suggestion by Carl Bild, that only owners of domain names should vote for ICANN. John Klensin, IAB chair, had a closed look at the process, and remembers earlier proposals that ISOC would elect the directorate of ICANN, which generated a lot of complaints by individuals who did not trust the leadership of ISOC, and which was eventually opposed by Ira Magaziner; John points out that we will not gain much if the election goes well, but that we could have a serious fallback if anything goes wrong, which is not at all unlikely. Kees Neggers argues that there is a big risk of polluting our membership with a set of people that don’t share our global agenda, and agrees with John that there is much more risk than benefit. Don Heath points out that the election was a real pain for ICANN, that they are eager to unload it, and that it could be a disaster for us. Randy Bush points that they used election.com, they had problems, yet they suggest that we also use elections.com. George Sadowsky remarks that ISOC would only be legitimate if it had a large number of paying members, but we are not there yet.

The sense of the board is that it is not appropriate for ISOC to organize the ICANN at large membership elections at this time.

X. Governance discussion

The document was prepared by George Sadowsky and Alan Greenberg. Brian Carpenter presents it to the board. The proposal is to have a new board composed as follow:

  • Non voting president,
  • A certain number “N” selected by individual members,
  • 6 elected by the organizational members,
  • 3 selected by IAB/IETF,
  • 3 elected or selected by chapters,
  • Possibly 3 to 5 individuals appointed by the board, i.e. “people who would not regard the ISOC board as the high point in their carrier.”

The original suggestion was to have N=3 members selected by individual members, but this was contingent to having paid members; in the absence of paid members, the suggestion would be to have N=0.

There are two ways to organize the vote of organizational members, either 1 vote per organization, or a number of votes logarithmically proportional to the contribution, e.g. 5 votes for a Platinum member versus one vote per Professional member. Opinions are split. The board is asking the AC for an advice.

The next question is about an AC’s trustee’s “loyalty”, i.e. what happens if the trustee changes employer or retires. There is a real practical advantage to electing individuals rather than representatives of organizations, as people tend to change employer frequently. Electing individuals is also the rule of the IETF, in which a nominee is supposed to act in the best interest of the Internet, not as a representative of his employer. The sense of the board is thus that trustees would continue their mandate even if they changed employers.

There is a question on the role of the nominative committee, which today tries to ensure that the slate of candidate is adequate and diverse. Who, for example, would nominate the candidates presented to election by the organizational members? Would that be the AC, or would that be the nominating committee? On the other hand, we would clearly need a nominating committee for any appointment by the board.

There is an issue about the election of chapter representatives. One possibility is to have an election by the chapters’ council; another would be to have nomination by the chapters, and then selection by the board members; yet another option, presented during the meeting, would be to have one vote per chapter, much like what happens for the organizational members.

Conducting several elections in parallel, e.g. by organizational members and chapters, would open the risk of the same individual being elected twice. We will have to resolve this, either through a nominating committee or by another process.

The consensus at this point is:

  • N=0 if free membership, or 3 elected by paying individual members;
  • 6 members elected by the organizational members;
  • 3 selected by IAB/IETF, using rules chosen by the IAB;
  • At least 3 members elected by chapters, possibly more if we don’t have trustees elected directly by the individual members, using a simple structure such as “one chapter one vote,”
  • 3-5 appointed by the board.

There are three issues: how do we conduct the election of the chapter representatives, i.e. do we go for one chapter one vote; how will the organization members vote; how do candidates get their names on the slate. The consensus seems to be one chapter one vote; defer to the AC for advice on how to conduct the election between organizational members; and some form of nominating committee. It is also noted that imposing a range of 3 to 5 appointed trustees is too constraining, and that it would be better to just specify “up to 5.”

Don Heath proposes a motion, which George Sadowsky seconds, to reflect the consensus of the board. The motion is passed with 12 in favor, and 1 against (Martin.)

Resolution 01-16 Composition of the board of trustees:

RESOLVED that The board of Trustees will be constituted by individuals selected or elected by constituencies of the society, namely the ISOC organizational members, the chapters, the IAB/IETF, and by appointment of the Board. There will be 3 trustees elected by the IAB/IETF, 3 elected by chapters, 6 by organizational members, and up to 5 appointed by the board. Additionally, if there are paid individual memberships, they would elect 3 trustees.

Don Heath then proposes a new motion, which George seconds, stating that the processes and transition processes to establish trustees from each constituency will be determined by the Board in conjunction with the appropriate constituencies. The motion is passed with 12 in favor, and 1 against (Martin.)

Resolution 01-17 Establishment of trustees:

RESOLVED that processes and transition processes to establish trustees from each constituency will be determined by the Board in conjunction with the appropriate constituencies.

In order to implement the plan, we have to set up a governance transition committee. The proposal is have this committee being chaired by Alan Greenberg, with Rosa Delgado, Christian Huitema, Latif Latid, and a representative to be nominated by the Advisory Council. The committee will have to report by or before March 1st, 2002. There are 11 votes in favor, 1 against (Martin) and one absent (John).

Resolution 01-18 Governance transition committee:

RESOLVED to set up a governance transition committee, chaired by Alan, with Rosa, Christian, Latif, and a representative to be nominated by the Advisory Council. The committee will propose processes and transition processes for the establishment of trustees. It will have to report by or before March 1st, 2002.

Because of the newly adopted structure of the Board, we will not conduct election of trustees by individual members in 2002. Motion proposed by Alan, seconded by Christine. There are 12 votes in favor, 1 against (Martin).

Resolution 01-19 No elections by individual members in 2002:

RESOLVED because of the newly adopted structure of the Board, to not conduct election of trustees by individual members in 2002.

It is the sense of the Board that the nominating committee should continue its work identifying the criteria by which candidates will be selected and searching for candidate names.

Kees moved that we create a class of free individual membership; Christine seconded the motion. An amendment is to have only one class of individual members, the free one. The vote is 9 in favor, 3 against; it fails to meet the 2/3 majority required by the bylaws.

This triggers a new discussion, since this vote is inconsistent with the budget that we passed. Kees proposes a new motion: that we create a new class of individual membership, which will be free of charge. The “free of charge” term obviously only applies to the ISOC level; chapters are indeed free to collect membership fees. The motion passes with 12 votes in favor.

Resolution 01-20 Free individual membership

RESOLVED that there will be a new class of individual membership, which will be free of charge.

Lynn will have to prepare a transition plan for existing paying members.

XI. Code of Conduct for Board Members

Christine raises the issue of establishing a “code of conduct” for the Board Members of ISOC, e.g. to specify the handling of conflict of interests. The board agrees to investigate the issue. The President is asked to consult our lawyer about whether we need a conflict of interest policy and if so, what should be in it.

The reason why Christine raised the issue is her perception of a potential conflict between participation in the Board of ISOC and participation in the board of other Internet-related non profit organizations. The debate on this point is inconclusive.

XII. ISTF Report

ISTF has been in existence for two years, has established itself as a discussion forum. It is unclear whether the discussion re-enforces or harms ISOC, and certainly did not produce the expected results such as a consistent flow of white papers. There are about 280 members today. ISTF has tried to gain credibility and visibility, but has major difficulties in conceiving ideas and bringing them to concrete fruition.

Christine believes that in order to take position on societal issues, ISOC needs to develop a set of societal principles that can be the basis on which to take such positions. The endorsement by UNESCO was a first step, but only a first step. ISOC is being asked specifically by UNESCO to contribute at a UN conference in preparation on cyberspace.

Parry Aftab has been elected chair of the ISTF; there was a tie with Jonathan Robin, which was resolved when he stepped down.

For Christine, it has been a difficult year for chairing ISTF; the ISSG was far too big and unwieldy; discussions on the mailing list were at times contentious. Christine’s personal report on yearly activity was forwarded to the board and to the ISSG.

We have several choices; either to allow the ISTF activity to continue; to be redefined strictly as a discussion Forum, which is Christine’s option; or choose to close it down altogether. Christine proposes that Parry be asked to set up a committee to recommend a new structure, and explain how we are going to work with other NGOs and produce the expected flow of expert papers.

Kees recalls the discussion conducted in Stockholm, in which we more or less agreed that starting the ISTF in the way we started it was a mistake; Christine was supposed to come back with a recommendation; the recommendation came very late, and did not address the concerns of the board. Christine agrees that there were few concrete results, apart for the oncoming report on privacy, but maintains that she did provide a report. Kees also observes that being productive in the “policy” domain is a priority, and that the ISTF has no way to reach the results that we want.

George agrees that if there is any purpose to the ISTF, it is as a discussion forum; there may be a way to establish this under the public policy umbrella. On the other hand, the relations with the NGO and the UNESCO are very much a policy function, and that these functions should be transferred to the VP of public policy.

Kees believes that we should focus on result; we have recognized results in the public policy area. We should learn from the past, make a clean start, avoid blaming any individual.

John moves that we close the ISTF and moves the functions under the VP of public policy. Kees seconds. David Maher sees that the discussion forum fulfills a need, that it can sustain itself, and that there is thus no objection for it to continue. Alan would propose to have the mailing lists moved under the control of the VP of public policy.

A motion proposed by John, seconded by Kees: to recognize that the task force, having completed its tasks, should be closed. We want to recognize the work of the present and past chairs, and all volunteers. The motion passes with 9 in favor, 2 against (Alan, Don), 1 abstain, Christine.

Resolution 01-21 Closure of ISTF:

RESOLVED to recognize that the task force, having completed its tasks, should be closed. The board wants to recognize the work of the present and past chairs, and all volunteers.

George Sadowsky proposes a motion by, seconded by Martin Burack, that the board recommends that the discussions continues under a new name, under the responsibility of the VP of public policy. The motion passes with 11 in favor, 1 abstain (Christine).

Resolution 01-22 Continuation of discussion on societal issues:

RESOLVED to recommend that the discussions on societal issues continue under a new name, under the responsibility of the VP of public policy.

Parry and Christine will be invited to work with David, and propose a new way to conduct these activities. Former ISTF participants will be actively encouraged to provide their input directly.

XIII. Reports

A. Conferences

Richard Perlman presents the status of INET 2002. We have a proposal from the organizers, in which ISOC will have the obligation to raise $270,000 in sponsorship, plus an additional 10% for covering the costs of fundraising items such as tables and passes for sponsors; there will be no liability if this goal is met; if the goal is not met, the liability is the difference between the actual fundraising and $270,000, or the actual deficit, whichever is lower.

Richard mentions that there would not be any saving by having fewer tracks. The conference will be at a significantly smaller scale in the past; we expect a smaller number of attendees. Richard believes that there is not enough time to organize a conference under a radically new model, e.g. a distributed conference: we would loose the participation of a number of the current volunteers, and it is unclear that the chapters could pick up the organization role. Richard believes that not having the conference will be like sending a signal of impending ISOC failure, and would be missing an important opportunity. His question to the board is, are we behind this conference or not.

Lynn is very concerned by the financial aspects of the conference. The sponsorship package is different, e.g. there are no logoed items; if we were to increase the sponsors’ benefits to get more sponsors, we would have to raise $330,000. Even $297,000 will be very hard to raise; last year, we raised $326,000 for INET 2001 in Stockholm, but we had the whole year to do so. The organizer, Foretec, wants a very serious contract; in particular, there would be a high liability if we were to cancel the conference for any reason; we would have to cover all costs incurred before canceling. Lynn believes that the conference would probably be successful; she also believes that there are alternatives.

Brian points out that we have no reserve in the bank, which makes the Executive committee very adverse to risk.

Christine questions the statement that “fewer tracks don’t save costs.” In past conferences, the board made a conscious decision to move away from a number of planned tracks. She questions the model of a multi-tracked conference. Richard answers that the model is to focus on social and policy issues; there would however still be a technical track; an entire track will be devoted to an IPv6 Forum conference, fully integrated in the program. There will not be a track on advancing the Internet in developing countries.

Barbara wonders whether we actually have the staff and cycles to raise the objective. Richard answers that Foretec will be raising $50,000, and the program committee would have an objective of $100,000; he expects to collect $50,000 from fundraising in South America. For Lynn, the conference fundraising will divert people from org member fundraising. Brian observes that companies will often have to choose from the same budget between sponsoring the conference and sponsoring ISOC. Rosa mentions that this conference is indeed important, but she questions whether it is actually possible to conduct fundraising in Latin America, especially under such a short schedule.

Brian emphasizes that the contract will have to be approved and authorized by the CEO; the final responsibility of actually approving the contract rests on the CEO, not the board. Kees’s opinion is that although having a conference would be nice, we cannot gamble; there are plenty of low risk opportunities for ISOC; why risk our existence on a high risk conference, giving our financial situation and the short time left before the planned date. Latif’s opinion is that the conference should go on if the CEO is comfortable with the terms of the contract; the organizing volunteers need the board’s support. George worries that if we keep delaying decision, we will effectively cancel the conference by default. Lynn mentions that there is no possibility to obtain cancellation insurance.

Richard mentions that 8% of the budget represents contingency spending; there is some room for under-raise and not have immediate failure. The conference is supposed to break-even with 600 attendees; ISOC would get a modest benefit if we have more attendees; it would take 800 attendees to get enough revenues to cover the cost of fundraising, e.g. staff cost; this compares to 900 attendees in Japan, 1200 in Geneva, 800 in San Jose, and 561 in Stockholm (this figure is disputed by the organizers). One of Lynn’s concern is the cash-flow issue. Foretec wants to invoice and collect the sponsorship, which means that we will not be able to use the sponsorships to foster our cash balance during the summer.

The organizer has experience with the sort of conference we run; he has experience for example in the management of IETF conferences. We have no doubt that the conference will be properly run. The negotiations with Foretec have been “rough”, and Richard believes they have resulted in a fair contract. The cost per attendee is planned at $800, which is higher than usual INET conferences, but according to Mike Nelson lower than the price of similar conference attracting high profile speakers.

Barbara is impressed by the very good quality of the program work, but is concerned by the short delay; could we move the conference for example to mid September and get more time for fund-raising? For Richard, this would mean in a large extend restarting the whole program, renegotiating availability of speakers, etc.

Alan asks what the impact would be on the budget. Would fundraising affect the budget? Yes, says Lynn, but the impact has not been evaluated yet.

A straw poll shows that a majority of the board would be ready to allow Lynn to decide to sign the contract if she feels comfortable with it. Another questions is whether the trustees, faced with the choices Lynn is facing, would actually sign the contract and take the risk of raising the $300K in a few months – this time, only a small minority of the board seems to agree. Bob Vaughan underlines the real risk of cancellation, which would mean the end of ISOC.

The sense of the board is the strong desire to hold the conference, and a high concern about the risk. The final decision will have to be made by Lynn. A resolution is presented by Martin and seconded by Rosa, and is unanimously adopted by the board:

Resolution 01-23 Organization of INET 2002:

RESOLVED to authorize the CEO to sign or decline a contract for the organization of INET 2002.

B. NETSOC

We have been asked to re-negotiate a proposal to the EU, with a new budget and a strict focus on IPv6. Latif will bring a detailed report to the board.

C. Public Policy

A detailed report is available on the web site; it reports activities such as press releases, conferences and papers. The plan for next year is to continue the past activities, but formalize and expand a “Public Policy Committee” that would extend the previous “Policy Oversight Committee”; to establish possible liaisons; to continue societal discussions; .

We plan liaison with the Center for Democracy and Technology (CDT) and with the Electronic Privacy Information Center (EPIC); ISOC has some differences of opinions with this organizations, and the liaison will result in point cooperation on specific issues, e.g. cosigning press releases. A new liaison with UNESCO will be appointed shortly, in replacement of Jonathan Robin.

Christine suggests that the POC should include well regarded academics.

ISOC got very good press coverage as the prominent technical group of the Internet, especially when it comes to the interaction between policy and technology. A central issue is that of the unique DNS root: should there be a unique root or chaos; if there is a unqiue root, who manages it. There is a wide perception that “ICANN governs the Internet”, which leads many influential politicians to believe that government intervention is required. In fact, only a very small number of people understand the issues; ISOC has an education role to play; we observe a tension between the technical need of a unique root and the “free market” argument which is prevalent in congress. There are ICANN achievements, such as the good work of the ASO and PSO, or even the UDRP, which actually working. The alternative to ICANN appear to be worse, and ISOC should support ICANN.

We have a proposal from an organization called the “Sky Radio Network”, which publishes a “radio program” for airlines. The proposal to include a report on ISOC in exchange for the right to perform promotional mailing to the ISOC membership. Christine raises the issue of the copyright on the audio files. Kees has two points: we definitely don’t want to spam the membership, and we want to have a clear understanding of who has editorial contract. There is a clear sense of the board that we will not authorize any authorization to spam our members. We should approach any relation with extreme caution, and well understand issues of copyright and editorial control.

XIV. Advisory council

Ole Jacobsen, chair of the AC, presents his report. He outlines a problem with the current AC, which currently acts as a representative of organizational member, and supposedly advises the board. This has never really occurred. There is a small core of people who are participating to meetings, but it is unclear that the members are getting a lot of benefit from the AC.

Christine asks what is the type of people who come to the AC. There is no real rule, explains Ole; it seems that people are assigned in some cases without even knowing about it. Nick Trio notices that people who cares about the Internet are the most active, and that people assigned on behalf of their company tend to be the least active. Östen spoke with 4 org members in Sweden, and also with the president of ISOC Finland, before coming to the meeting, and asked the same type of question; he found out that most people are from the technical side of the company, and would like to understand how to become more active. Stefano points out that the new board structure will attract more participation.

A. IAB

John Klensin reports that things are going smoothly. He notes a lot of demand of many organizations to liaise with the IETF; the IAB is actively pushing back on these requests. There are two pending appeals to the process, which will probably be dealt with at the IESG level, and should not in any case arrive on the ISOC plate before the summer. The IAB has not held specific workshops recently, apart from an ongoing series of BOF on the internationalization of IETF standards.

B. 10th anniversary celebration

The initial proposal was to hold this in conjunction with INET 2002. If we end up not having INET 2002, we will want to have an event in which we hold panels, and invite organizational members, and associate it with board meetings. Rosa asks whether we should link this with the Internet Fiesta; this appears to be a good idea.

C. Net Workshop 2002

According to George, if there is an INET 2002, there will be no difficulty getting funding for it.

D. Next board meeting

Will be held Monday and Tuesday of the INET 2002 week, as planned.

E. tandards

Scott Bradner reports that there are no hot or cold points in our relation with IETF: ISOC is seen as just part of the structure. This is an advantage, as there is no pain, and also a disadvantage, as “just part of the structure” implies that ISOC is mostly in the background.

Most of the technical relationship with the ITU is quite good. On the policy side, there are significant tensions between IETF and ITU over ENUM, which allows retrieval of information such as URL from the DNS, using phone numbers as a search key. The policy issue interferes with national sovereignty issues, such as who controls phone numbers, and with business issues, such as replacement of phone calls by Internet calls.

The ITU appears to be interested in international domain names, and runs a workshop with WIPO on the issue. The IETF is indeed also working on the issue, which is made more complex by a mix of national interests and commercial ambitions. Many of the internationalization problems can probably not be solved by the DNS at all, but could probably be done by a structure that is used before the DNS – this is probably required for example when languages allow for multiple writings of the same name. IETF groups working on the issue are expected to conclude briefly. There will be a BOF at the IETF on the general internationalization issue, i.e. multi-lingual support in standards.

F. New vice presidents

The board welcomes Randy Bush as new VP for education, and Bob Vaughan as new VP for membership and chapters.

XV. Other business

A. Individual membership issue

There are some inconsistencies between the decisions that we took yesterday. Alan distributed a memo that outlines several possible actions: doing nothing is probably not acceptable, modifying the budget is not acceptable, just abolishing paid membership is not acceptable either, reassessing the cost of handling membership is hard to develop; a recommended option is to create a class of Elite membership. George believes that we should have a way to recognize the contribution of those members who want to financially contribute to the society. The proposal is to eliminate the low level of paying membership, and maintain the higher classes; Alan would like to see these members get some voting rights in addition. Kees believes that the automatic transition that we planned yesterday is easy to announce to the membership. A resolution is prepared, moved by Kees and seconded by Barbara. Bob outline the significant operational cost of organizing the new system to have a provision for future paid membership, i.e. meeting accounting requirements for membership. The resolution is voted by 10 for and one against (Martin)

Resolution 01-24 Suspension of some paid membership categories:

RESOLVED that effective January 1st, we are suspending accepting new registrations or renewing existing registration in the current paid membership categories at $35 and below. The question of voting and reinstating of paid membership in 2003 is deferred for decision until the Board Meeting in June 2002. The President will present a recommendation to the board prior to this meeting.

B. Internet report

The board resolves that Robert Ferrel be congratulated for his efforts. This is adopted unanimously.

Resolution 01-25 Congratulating Robert Ferrel:

RESOLVED that the Board expresses its appreciation to Robert Ferrel for his work to publish the Internet Report.

At this point, the meeting is adjourned.

List of resolutions

Resolution 01-09 ISOC 2002 NomComm

RESOLVED, that the Board of Trustees approves the NomComm slate as submitted by Christine Maxwell:

Christine Maxwell (Chair)
Vint Cerf
Leslie Daigle
Jose Luis Pardos
Wawa Ngenge
Amy Weisenberg
Ron Weissman

Resolution 01-10 Nomination and Election Procedures

RESOLVED that the Board adopts the Procedures for Nomination and Election of Trustees, and the revision to the ISOC Privacy Statement distributed in document “Election Procedures-Voting Draft”.

Resolution 01-11 Appointment of Vice Presidents

RESOLVED that the Board of Trustees ratifies the appointment of the following Vice-presidents:

  • VP Standards – Scott Bradner
  • VP Public Policy – David Maher
  • VP Education – Randy Bush
  • VP Publications – Nick Trio
  • VP Organization Membership – Tony Yustein
  • VP Conferences – Richard Perlman
  • VP Individual Membership – Robert Vaughan (Acting)

Resolution 01-12 Bylaws changes related to 2/3 majority

RESOLVED to amend the bylaws of the Internet Society as follow:<

Article II, Section 2.

Replace “four-fifths” by “two-thirds” in the sentence: All Trustees appointed by the Board shall be by the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office.

Article II, Section 3.

Replace “four-fifths” by “two-thirds” in the sentence: All actions taken by the Board pursuant to Sections 1 and 2 of this Article II shall require the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office.

ARTICLE II Section 13.

Replace “four-fifths” by “two-thirds” in the sentence: The Board of Trustees, by resolution adopted by the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office, may designate three or more Trustees to constitute an Executive Committee.

Resolution 01-13 Bylaws changes related to membership and governance:

RESOLVED to amend the bylaws of the Internet Society as follow:

ARTICLE II – BOARD OF TRUSTEES,

Section 1.

Delete the sentence: “Only Regular Individual Members of the Society shall be eligible to serve on the Board of Trustees.”

Section 2.

Replace the sentence:

The Board of Trustees is authorized from time to time, to make arrangements for the election of voting Trustees by the Regular Individual Members of the Society, such that the total number of Trustees shall not exceed twenty.>

Replace by:

The Board of Trustees is authorized from time to time to make arrangements for the election or appointment of voting Trustees, such that the total number of Trustees shall not exceed twenty.

Replace the sentence:

With the exception of the President, all Trustees shall be elected by the Regular Individual Members of the Society or shall be appointed by the Board to fill a vacancy which arises because an elected Trustee has ceased to serve.

Replace by:

With the exception of the President, all Trustees shall be elected or otherwise selected by a constituency to be defined by a resolution of the Board or shall be appointed by the Board.

Replace the sentence:

Any vacancy which arises because an elected or appointed Trustee has ceased to serve may be filled by appointment by the Board until a new Trustee is elected to fill this position for the remainder of the term, in an election of Trustees by the Regular Individual Members of the Society.

Replace by

Any vacancy which arises because an elected or appointed Trustee has ceased to serve may be filled by appointment by the Board for the remainder of that Trustee’s term.

ARTICLE IV – OFFICERS

Section 1.

.The Chairman shall be selected from among the members of the Board of Trustees who have been elected by the Regular Individual Members of the Society.

Replace by

.The Chairman shall be selected from among the members of the Board of Trustees.

ARTICLE V – MEMBERS, section 5:

Replace the existing text by the following: “The board is authorized to add, delete or remove classes of members by the affirmative vote of at least two-thirds of the members of the Board of Trustees then in office.”

Resolution 01-14 Appreciation of Audit Committee

RESOLVED that the Board expresses its appreciation to the members of the 2001 audit committee, Mike Conn, Barbara Fraser and Martin Burack.

Resolution 01-15 ISOC 2002 budget

RESOLVED that the Board of Trustees adopts the budget for ISOC 2001 prepared by the Executive Committee, which proposes expenditure of a total of USD 1,793,397 and revenue of USD $1,942,215.

Resolution 01-16 Composition of the board of trustees:

RESOLVED that The board of Trustees will be constituted by individuals selected or elected by constituencies of the society, namely the ISOC organizational members, the chapters, the IAB/IETF, and by appointment of the Board. There will be 3 trustees elected by the IAB/IETF, 3 elected by chapters, 6 by organizational members, and up to 5 appointed by the board. Additionally, if there are paid individual memberships, they would elect 3 trustees.

Resolution 01-17 Establishment of trustees:

RESOLVED that processes and transition processes to establish trustees from each constituency will be determined by the Board in conjunction with the appropriate constituencies.

Resolution 01-18 Governance transition committee:

RESOLVED to set up a governance transition committee, chaired by Alan, with Rosa, Christian, Latif, and a representative to be nominated by the Advisory Council. The committee will propose processes and transition processes for the establishment of trustees. It will have to report by or before March 1st, 2002.

Resolution 01-19 No elections by individual members in 2002:

RESOLVED because of the newly adopted structure of the Board, to not conduct election of trustees by individual members in 2002.

Resolution 01-20 Free individual membership

RESOLVED that there will be a new class of individual membership, which will be free of charge.

Resolution 01-21 Closure of ISTF:

RESOLVED to recognize that the task force, having completed its tasks, should be closed. The board wants to recognize the work of the present and past chairs, and all volunteers.

Resolution 01-22 Continuation of discussion on societal issues:

RESOLVED to recommend that the discussions on societal issues continue under a new name, under the responsibility of the VP of public policy.

Resolution 01-23 Organization of INET 2002:

RESOLVED to authorize the CEO to sign or decline a contract for the organization of INET 2002.

Resolution 01-24 Suspension of some paid membership categories:

RESOLVED that effective January 1st, we are suspending accepting new registrations or renewing existing registration in the current paid membership categories at $35 and below. The question of voting and reinstating of paid membership in 2003 is deferred for decision until the Board Meeting in June 2002. The President will present a recommendation to the board prior to this meeting.

Resolution 01-25 Congratulating Robert Ferrel:

RESOLVED that the Board expresses its appreciation to Robert Ferrel for his work to publish the Internet Report.

Annex A: Election Procedure voting draft

The basic working procedures for the Board of Trustees are defined in the ISOC By-Laws. These internal procedures provide additional roles for the preparation and conduct of Trustee elections. The procedures were adopted by the resolution 01-10 of the board of trustees.

Procedures for Nomination and Election of Trustees

1. Trustee Positions to be Filled

The Board of Trustees will advise the Nominating Committee of the number of Trustee positions to be filled by vote of the Regular Individual Members at each annual election. The Board may also advise the Nominating Committee of its desires with respect to the backgrounds of individuals to be nominated in order to achieve the balance of experience and qualifications required by the provisions of the ISOC By-Laws. Article II, Section 2, provides that “the Board shall seek to have among the Trustees representative individuals from industry, from educational and nonprofit organizations and from government.”

By provision of the ISOC By-Laws, Article II, Section 1, only Regular Individual Members of the Society shall be eligible to serve on the Board of Trustees.

1.1 Terms of Trustees

As per the ISOC By Laws, Article II, Section 1, each Trustee shall hold office for a term of three years.

The election process shall endeavor to ensure that one third of the elected Trustee positions are open for election every year.

1.2 Casual vacancies

A casual vacancy is defined to have occurred where a Trustee does not complete the three-year term of office. This shall be deemed to include a person certified as elected but who informs ISOC that he/she cannot or will not take office. If a candidate withdraws or is disqualified after the ballot has been printed, but before the election is certified, the Elections Committee will assign that candidate a total of zero votes, regardless of the actual number cast.

The casual vacancy is defined to exist until the expiration of the three-year period associated with the original incumbent’s election. As stated in Article II, Section 2 of the ISOC By-laws, any casual vacancy which arises may be filled by appointment by the Board until a new Trustee is elected to fill this position for the remainder of the term, in the next election of Trustees by the Regular Individual Members of the Society.

Where a casual vacancy exists on the Board of Trustees which is to be filled by an elected Trustee in the next election, the vacancy shall be deemed to be filled by the candidate elected with the least number of votes in the election. The Board will determine the period of office for the casual vacancy to be one term of office as it relates to the provisions of the ISOC By-laws

Where multiple casual vacancies exist, the elected candidate with the least number of votes will be deemed to fill the casual vacancy with the shortest period remaining, the elected candidate with the second smallest number of votes will be deemed to fill the next shortest casual vacancy, and so on.

1.3 Date of Election

The Board of Trustees will annually adopt a timetable for Trustee elections. The election date shall be not less than 40 days prior to the next Annual Meeting of the Society.

1.4 Use of Electronic Mail

Communications concerning the nomination and election of Trustees shall generally be in the form of electronic mail, Members of the Society who are not reachable by electronic mail and those members who do not explicitly request email may participate in the election process by postal/courier mail, and will receive ballots via postal mail. For purposes of this provision, members who do not have a valid, non-shared, unique email address, according to ISOC’s records, shall be deemed to be not reachable by electronic mail.

2. Nominating Committee

The Board of Trustees will annually appoint a Trustee Nominating Committee. The Nominating Committee will consist of 7 Regular Individual Members of the Society, where 5 members shall constitute a valid quorum. The Chair of the Nominating Committee shall be a member of the Board of Trustees. At least 2 members of the Nominating Committee shall be Regular Individual Members of the Society not currently serving in any elected or appointed capacity in the Society. Only Regular Individual Members not standing as a candidate in the election may be appointed to the Committee.

2.1 Nominations by Committee

The Nominating Committee will notify the members of the Society of the procedures for nominating individuals for election to the Board of Trustees, and will provide a minimum period for receiving nominations of 30 days. The number of individuals nominated shall exceed the number of Trustees to be elected.

The Nominating Committee will notify the voting members of the Society of the names of individuals nominated by the committee for election to the Board of Trustees not less than 105 days prior to the date established for Trustee elections.

2.2 Nominations by Petition

Additional nominations for election to the Board of Trustees may be made by petition filed with the Chair of the Nominating Committee no later than 30 days following the notification of individuals nominated by the committee. Petitions shall be filed electronically. All candidates seeking to petition will be listed in periodic announcements to ISOC members via electronic mail and the ISOC web site.

The Nominating Committee shall specify the number of signatures of voting members required for petitions, which shall be at least fifty voting members of the Society, or 1% of the total number of voting members of the Society, whichever is greater.

Provision of a member’s name, email address, and (if at all possible) the member’s ISOC membership number is acceptable as a valid signature for the purposes of signing a petition to support a petition candidate, subject to verification where the petition candidate achieves the necessary quota. The membership number can be found at the beginning of most e-mails sent from ISOC to the member.

Each signature must come directly from the supporter via email to an address designated by the ISOC staff (in effect, the electronic mailbox is a candidate’s petition). A supporter must send a separately emailed signature for each candidate he/she wishes to support, each to that candidate’s petition mailbox. All supporting signatures shall be subject to verification. Eligibility requirements for signing a petition are the same as those for voting as specified in section 3.1. Each petitioner shall be provided with copies of all petition e-mails for his/her candidacy and periodic reports about his/her status in obtaining signatures. Petition results shall not be disclosed by ISOC staff to anyone else other than the election staff and Nominating Committee until a general announcement is made.

2.3 Candidates for Election

The Nominating Committee will provide the names of a completed slate of candidates for election to the Elections Committee not less than 74 days prior to the election date, nor less than four days after the petition period closes. Only candidates who are members in good standing at that time, according to the ISOC membership records, will be included on the ballot.

3. Elections Committee

The Board of Trustees will annually appoint an Elections Committee composed of three voting members of the Society who are not standing for election. This Committee will be responsible for establishing and supervising elections. The Chair of the committee may be a Trustee or Trustee Emeritus.

3.1 Eligibility to Vote

All Regular Individual Members of the Society in good standing, according to the ISOC membership records, are eligible to vote. A Regular 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 first day for filing of Petitions.

3.2 Ballot

The Trustee election shall be conducted by ballot of the Regular Individual Members, which shall be sent to each member of the Society listed in the ISOC membership roll of eligible voters. Ballots shall be posted or emailed directly to members eligible to vote not less than 60 days prior to the date of the election. Ballot instructions and electronic voting “passwords” may be sent out at an earlier date. For each candidate, the ballot will contain only the candidate’s name, unless the Elections Committee believes that additional information is required to uniquely identify the candidate. Ballot information will include only the English-language versions of bios/statements.

The integrity of anonymous voting shall be maintained to the maximum extent. However, the Society also encourages all of its eligible members to vote. Therefore, a database of members and voting passwords shall be maintained separate from other ISOC records so that new passwords may be sent to members who report that they did not receive them, and where the password has not already been used to vote. In the event, a vote has been cast, and the member to whom the password was assigned states that he/she did not cast the vote, the votes associated with that password shall be discarded. This database shall be destroyed within ten days of the elected/appointed Trustees taking office, unless the Election Chair shall request its further, temporary, preservation for purposes of investigation. Copies with identifying characteristics of individuals removed may be preserved. The Secretariat shall review the impact and explore solutions to make possible offering to the membership secure voting via email for the 2002 election.

3.3 Election Conduct

Candidate/Nominee/Petitioner statements shall not mention other candidates, by name or implication. Voting in groups, or supporting candidates on the basis of geography, ethnicity, or factors other than a candidate’s qualifications and stated positions is counter to the culture of the Internet Society and is expressly discouraged. Any such statements in the candidate’s biography or statement on the ISOC web site or ballot materials will be deleted by ISOC.

3.4 Promotion of the Election to the Membership

Members will be given the opportunity to submit questions for the candidates. The Elections Committee, or its designees, shall post to the ISOC web site those questions it deems most relevant. All candidates will be given the opportunity to provide a response to every question posted, and replies shall also be posted on the ISOC web site.

Current Procedures for the Nomination and Election of Trustees will be available on the ISOC web site and promoted through the use of a link from the ISOC home page and wherever else the Election Committee deems necessary. Nominees’ and Petitioners’ Bios/Statements will be posted on the web as they are received, in the appropriate section.

Bios/Statements will be posted in English plus one additional language of the Nominees’/Petitioners’ choice, along with links to non-ISOC pages designated by each Nominee/Petitioner. Web sites that are pointed to must honor the overall intent of this policy. Final versions of Candidate’s and Petitioner’s biographies and election statements shall be submitted to the Secretariat no later than the dates to be specified by the Election Committee. Blank bios/statements will be included in election materials for any candidate who does not submit material within the deadline,

3.5 Voting

Each voting member will be entitled to as many votes as there are Trustee positions to be filled by vote of the members. A voting member may cast one vote for each position to be filled, but cannot cast more than one vote for any one candidate. A member may use fewer than the total number of votes available if he or she so chooses. Each member must cast his/her vote individually; voting by proxy is not permitted.

3.6 Receipt of Ballots

Postal mail, courier service, and secure electronic return of election ballots are considered to be a valid return of the voting ballot. Paper ballots for Trustee elections shall be received by the Chair of the Elections Committee, or designee(s), by noon U.S. Eastern Time on the day of the election. Ballots cast electronically will be accepted until 23:59 U.S. Eastern Time, on the day prior to the date of the election.

Ballots sent by postal/courier mail must be in individual, sealed, envelopes. To save members the cost of postage and improve their ability to get their votes delivered to ISOC, individually sealed envelopes may be grouped together in a single batch postal/courier mailing.

For each election, the Election Committee shall define what it deems to be a secure electronic return. The Elections Committee will designate the delivery location for paper ballots.

3.7 Counting of Ballots

The counting of ballots will take place on the election date, at a time and place established by the Elections Committee. At least two members of the Elections Committee shall be present at the counting of the ballots. The committee will establish procedures to ensure the privacy, validity and accuracy of all ballots.

3.8 Certification of Vote

The Elections Committee shall certify the results of the annual Trustee election to the Board of Trustees within 10 days following the election, forwarding a list of the candidates and the number of votes each candidate has received.

3.9 Publication of the Result

Only the vote counts of the elected candidate Trustees and the total vote count is to be published, while all candidates and the Board of Trustees be provided with the full details of the election result.

3.10 Challenges

No challenge to any Trustee nomination or election procedure or result may be brought except by a Regular Individual Member in good standing. Any challenge must be addressed to the President of the Society with a recital of the reasons for the challenge, and must be received no later than 20 days following the election date. The President, after consultation with the Chairs of the Nominating and Elections Committees and the members of the Board of Trustees, shall advise the author of the challenge of the Board’s decision, which shall be final, no later than 40 days following the election date.

4. Assumption of Office

The term of office of elected Trustees shall commence at the adjournment of the next regularly scheduled Board meeting following the completion of the Election process. The term of office for departing Trustees shall end at the adjournment of the same meeting. The Board meeting is defined as having one agenda, which may extend over several days. The new Board may convene an organizational meeting after the completion of the meeting of the outgoing Board.

5. Summary of Election Timetable

The minimum time required for the Trustee election process is 185 days assuming a 7-day period reserved for Nominations Committee deliberations.

PROCESS MINIMUM INTERVAL
1. Nominations 30 Days
Nominations Announcement
Open Nominations Period
Open Petition Period
Close Nominations Period
Nominations Committee deliberations unspecified
Announce Nominated candidates
1. Petitions 30 days
Close Petitions period
Membership Roll
Close roll of voting members
1. Candidate List 4 days
Complete Candidate list
1. Prepare Ballots 14 days
Mail ballots to members
Election Period Opens
1. Elections 60 days
Election Date
1. Count Ballots 10 days
Certify Election result
Challenge period opens
1. Challenge period 10 days
Challenge Period closes
1. Response to Challenge 20 days
Board response to Challenge
ISOC Board of Trustees Annual General meeting
Summary of Resolutions

Resolution 2001-9: ISOC 2002 NomComm

RESOLVED, that the Board of Trustees approves the NomComm slate as submitted by Christine Maxwell.

Christine Maxwell (Chair) Vint Cerf Leslie Daigle Jose Luis Pardos Wawa Ngenge Amy Weisenberg Ron Weissman

Resolution 2001-10: Revised Election procedures:

RESOLVED, that the Board adopts the Procedures for Nomination and Election of Trustees, and the revision to the ISOC Privacy Statement distributed in document “Election Procedures-Voting Draft”.

Resolution 2001-11: Approval of VP slate

RESOLVED, that the Board of Trustees ratifies the appointment of the following Vice-Presidents:

VP Standards – Scott Bradner VP Public Policy – David Maher VP Education – Randy Bush VP Publications – Nick Trio VP Organization Membership – Tony Yustein VP Conferences – Richard Perlman VP Individual Membership – Robert Vaughan (Acting)

Resolution 2001-12: Bylaws changes related to 2/3 majority

RESOLVED to amend the bylaws of the Internet Society as follows:

Article II, Section 2.

Replace “four-fifths” by “two-thirds” in the sentence: All Trustees appointed by the Board shall be by the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office.

Article II, Section 3.

Replace “four-fifths” by “two-thirds” in the sentence: All actions taken by the Board pursuant to Sections 1 and 2 of this Article II shall require the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office.

ARTICLE II Section 13.

Replace “four-fifths” by “two-thirds” in the sentence: The Board of Trustees, by resolution adopted by the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office, may designate three or more Trustees to constitute an Executive Committee.

Resolution 2001-13: Bylaws changes related to membership and governance:

RESOLVED to amend the bylaws of the Internet Society as follows:

ARTICLE II – BOARD OF TRUSTEES,

Section 1.

Delete the sentence: “Only Regular Individual Members of the Society shall be eligible to serve on the Board of Trustees.”

Section 2.

Replace the sentence:

The Board of Trustees is authorized from time to time, to make arrangements for the election of voting Trustees by the Regular Individual Members of the Society, such that the total number of Trustees shall not exceed twenty.

Replace by:

The Board of Trustees is authorized from time to time to make arrangements for the election or appointment of voting Trustees, such that the total number of Trustees shall not exceed twenty.

Replace the sentence:

With the exception of the President, all Trustees shall be elected by the Regular Individual Members of the Society or shall be appointed by the Board to fill a vacancy which arises because an elected Trustee has ceased to serve.

Replace by:

With the exception of the President, all Trustees shall be elected or otherwise selected by a constituency to be defined by a resolution of the Board or shall be appointed by the Board.

Replace the sentence:

Any vacancy which arises because an elected or appointed Trustee has ceased to serve may be filled by appointment by the Board until a new Trustee is elected to fill this position for the remainder of the term, in an election of Trustees by the Regular Individual Members of the Society.

Replace by

Any vacancy which arises because an elected or appointed Trustee has ceased to serve may be filled by appointment by the Board for the remainder of that Trustee’s term.

ARTICLE IV – OFFICERS

Section 1.

The Chairman shall be selected from among the members of the Board of Trustees who have been elected by the Regular Individual Members of the Society.

Replace by

.The Chairman shall be selected from among the members of the Board of Trustees.

ARTICLE V – MEMBERS, section 5:

Replace the existing text by the following: “The board is authorized to add, delete or remove classes of members by the affirmative vote of at least two-thirds of the members of the Board of Trustees then in office.”

Resolution 2001-14: Appreciation of Audit Committee

RESOLVED that the Board expresses its appreciation to the members of the 2001 audit committee, Mike Conn, Barbara Fraser and Martin Burack.

Resolution 2001-15: ISOC 2002 budget

RESOLVED that the Board of Trustees adopts the budget for ISOC 2001 prepared by the Executive Committee, which proposes expenditure of a total of USD 1,793,397 and revenue of USD $1,942,215.

Resolution 2001-16: Composition of the board of trustees:

RESOLVED that The board of Trustees will be constituted by individuals selected or elected by constituencies of the society, namely the ISOC organizational members, the chapters, the IAB/IETF, and by appointment of the Board. There will be 3 trustees elected by the IAB/IETF, 3 elected by chapters, 6 by organizational members, and up to 5 appointed by the board. Additionally, if there are paid individual memberships, they would elect 3 trustees.

Resolution 2001-17: Establishment of trustees:

RESOLVED that processes and transition processes to establish trustees from each constituency will be determined by the Board in conjunction with the appropriate constituencies.

Resolution 2001-18: Governance transition committee:

RESOLVED to set up a governance transition committee, chaired by Alan, with Rosa, Christian, Latif, and a representative to be nominated by the Advisory Council. The committee will propose processes and transition processes for the establishment of trustees. It will have to report by or before March 1st, 2002.

Resolution 2001-19: No elections by individual members in 2002:

RESOLVED because of the newly adopted structure of the Board, to not conduct election of trustees by individual members in 2002.

Resolution 2001-20: Free individual membership

RESOLVED that there will be a new class of individual membership, which will be free of charge.

Resolution 2001-21: Closure of ISTF:

RESOLVED to recognize that the task force, having completed its tasks, should be closed. The board wants to recognize the work of the present and past chairs, and all volunteers.

Resolution 2001-22: Continuation of discussion on societal issues:

RESOLVED to recommend that the discussions on societal issues continue under a new name, under the responsibility of the VP of public policy.

Resolution 2001-23: Organization of INET 2002:

RESOLVED to authorize the CEO to sign or decline a contract for the organization of INET 2002.

Resolution 2001-24: Suspension of some paid membership categories:

RESOLVED that effective January 1st, we are suspending accepting new registrations or renewing existing registration in the current paid membership categories at $35 and below. The question of voting and reinstating of paid membership in 2003 is deferred for decision until the Board Meeting in June 2002. The President will present a recommendation to the board prior to this meeting.

Resolution 2001-24: Congratulating Robert Ferrel:

RESOLVED that the Board expresses its appreciation to Robert Ferrel for his work to publish the Internet Report.