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Board of Trustees Meeting Minutes

No. 3 (August 16-17, 1993) AGM
Board Meeting Minutes

Minutes of Board Meeting No. 3

16 – 17 Aug 1993, San Francisco, United States

Author(s): G. Huston (Secretary)
Date: 1994.08.20
Committee:
BoTDocument:
Revision: 1
Supersedes:
Status: Confirmed
Maintainer: G. Huston
Access: Unrestricted

A regular Meeting of the Board of Trustees of Internet Society, a nonprofit corporation organised under the laws of the District of Columbia, U.S.A. (“ISOC”), was held pursuant to notice at the Hyatt Regency Hotel, Embacadero Centre, San Francisco, California, U.S.A, on Monday August 16 1993 and Tuesday August 17 1993.

1. Attendance

The following Trustees were present during both days of the Meeting: Charles N. Brownstein, Vinton G. Cerf, A. Lyman Chapin, Susan Estrada, Dave Farber, Frode Greisen, Geoff Huston, Haruhisa Ishida, Robert E. Kahn, Tomaz Kalin, Lawrence H. Landweber, Kees Neggers, Jean A. Polly, Jon Postel, Michael Roberts and Anthony M. Rutkowski. Scott Bradner joined the meeting on August 17.

Ira Fuchs was adsent on both days.

Also present by invitation were Howard Funk, ex officio Trustee and acting Executive Director of ISOC; Andrea Ireland, legal counsel to ISOC; and Cynthia Matthews of the ISOC Secretariat.

A quorum was present on both days.

2. Introductory Matters

Vinton G. Cerf, President of ISOC, assumed the duties of Chairman of the Meeting and called the Meeting to order at approximately 9:00 a.m. on August 16. Geoff Huston assumed the duties of Secretary of the Meeting and recorded the Minutes.

President Cerf introduced to the Trustees the six elected Trustees who assumed office on 1 July 1993, following the declaration of the results of the 1993 Trustee Membership Election. These were Trustees Estrada, Farber, Ishida, Polly, Postel and Bradner.

The President announced that Mike Roberts had stepped down as Executive Director of ISOC as of July 1, 1993, and that the Board of Trustees had electronically voted to agree to the EDUCOM request to replace Ken King with Mike Roberts as the EDUCOM representative on the ISOC Board of Trustees on July 1, 1993. The Board unanimously ratified this electronic vote.

The Board unanimously ratified an electronic vote approving the appointment of Howard Funk as acting Executive Director of ISOC for the period July 1, 1993 until December 31, 1993.

3. Approval of Minutes

The Minutes of the Meeting of the Board of Trustees held on December 10-11, 1992, at Reston, VA, U.S.A., had been distributed for review and approval prior to this meeting.

Following discussion, Item II (Agenda Review), sentence 5, of the December 10 Meeting was revised to read: “A written summary of Board deliberations and actions at each Board meeting, with the exception of confidential matters, will be promptly made available to the ISOC membership.” The Minutes, as amended, were unanimously approved.

The Trustees requested that in the future: (1) a notice of the electronic availability of Meeting materials would be mailed to Trustees as soon as practicable, and (2) copies of such Meeting materials would be mailed to each Trustee two weeks prior to each Board Meeting.

The President noted that, as no Trustee had requested the posting of any agenda item as an open session topic prior to the Meeting, no open sessions had been scheduled for this Meeting.

4. President’s Report

The President reported that, in accordance with the electronic voting procedure, the Officers of ISOC have all been re-elected to their respective offices, except that Geoff Huston has been elected as Secretary for the current term of his Trusteeship. The Board unanimously ratified this electronic vote.

The President summarized ISOC activities in 1993 and those planned for 1994, noting the co-sponsorship of a number of workshops and conferences, including the Network Security Workshop (February 1993); the Computers, Freedom and Privacy Conference (March 1993); the Joint European Networking Conference (May 1993); and sponsorship of INET’93.

The President profiled the current membership of ISOC, noting that organizational membership is currently at 49, and individual membership is at 1,901. Noting that sponsorship income from existing organizational members will decline as initial joining fees are replaced by annual dues, the President advised the Trustees that the most urgent financing priority for Trustees is to encourage additional organizational and individual membership on an international basis. The level of individual membership and the international profile of this group were discussed.

The President reported that The Corporation for National Research Initiatives, Inc. (“CNRI”) had approved his full-time commitment to ISOC activities through the end of 1993. Following that date, the Executive Director should assume a larger role in ISOC’s day-to-day operations.

5. Treasurer’s Report

The Board considered the Internet Society Financial Statements for the year ended December 31, 1992 and Review Report thereon prepared by Coopers and Lybrand, ISOC’s auditors, as well as the ISOC 1993 Budget, all of which had previously been distributed.

Treasurer Greisen reported ISOC assets currently held by CNRI are being either spent down or transferred to ISOC. In addition, accounts payable to CNRI are at USD 68,922, due to organisational expenses which CNRI paid. The Board discussed the nature of these accounts payable and the most advantageous treatment of such accounts from a tax perspective.

In response to questions, the President and Treasurer indicated that: (1) IETF grant amounts are currently included in the Organizational Members Income category in the 1993 Budget; (2) the 1993 Budget includes no projected income from advertising in the ISOC news or from potential IPRA activity; and (3) the current budget shows a potential operational deficit for 1993 of USD 94,605, absent additional fund raising.

Following discussion, the Board confirmed that it will obligate ISOC to pay up to 25% of the operating costs of the IETF Secretariat during 1993, to a maximum level of USD 300,000. The broader issue of support for the IAB and IANA Secretariats was also discussed.

6. ISOC Contract with CNRI for ISOC Secretariat Services

The Treasurer reported that the draft Agreement for the provision of Secretariat Services to ISOC by CNRI has not yet been finalized. Following discussion of particular clauses of the draft Agreement, the Board authorized the Treasurer to sign a contract with CNRI for ISOC Secretariat services following a one-week review period of the final Agreement by the Trustees. TheBoard further authorized the Treasurer to use his reasonable judgment in the assessment of Trustee comments.

7. Bank Resolutions

The Board unanimously approved the respective bank resolutions attached hereto, which had been previously distributed, for the establishment and maintenance of ISOC accounts at The Riggs National Bank of Washington, D.C. and Citibank F.S.B. The Board further unanimously agreed that at least two of the authorized signatories for each account must sign any checks exceeding $10,000 drawn on such account.

8. Editorial Board and Publications

Mr Rutkowski reported that the ISOC News publication has operated as a quarterly publication with voluntary production assistance and editorial assistance made available through the RARE Secretariat.

The Trustees discussed the inclusion of appropriately presented advertising material which would enable the use of paid part-time editorial support, potentially increase the frequency of publication, and indicate due attention to the increasing profile of the Internet as a broadly based communications activity. The Board agreed to proceed with advertising in the ISOC News publication. The Trustees also agreed that Errors and Omissions Liability insurance should be investigated in conjunction with this activity.

9. Acting Executive Director’s Report

The Acting Executive Director proposed several activities to encourage additional corporate and individual membership in ISOC, including a newsletter for corporate supporters (a sample issue was included with the Meeting materials), and a range of benefits across proposed various levels of corporate sponsorship and individual membership.

After discussion of both corporate sponsorship and individual membership in ISOC, the Board agreed that a wider profile of ISOC membership, including proposals for benefits to corporate and individual members, should be developed by the Officers of ISOC.

10. Membership Committee Proposal

The Board of Trustees considered a document prepared by Mike Roberts concerning the appropriate strategy for encouraging greater levels of individual membership. There was a sense of the Board that ISOC’s membership profile should be as large as possible, even if lower individual membership dues result.

After discussion, and upon motion duly made and seconded, Resolution 93-01 was unanimously adopted:

Resolution 93-01 ISOC Membership Committee

RESOLVED, that the President is authorized and directed to form a Membership Committee, a majority of whose members shall be Trustees; and Further:

  • that the Membership Committee is charged to study issues associated with individual membership, including but not limited to, the numbers and characteristics of members ISOC should seek, the benefits (if any) which should be provided to individual members, and the appropriate level of dues for individual members; and
  • that the Membership Committee is directed to submit a report with recommendations to the Board at the Board’s next regularly scheduled meeting; and further
  • that, pending review of the Membership Committee’s report by the Board, the staff is requested to make no irreversible decisions on the level of dues for individual members for 1994.

11. IETF Funding Alternatives

The Board considered several possible ways of providing support to the IETF Secretariat in light of the falling level of U.S. Government support. The opinion was expressed that, if possible, the beneficiaries of the process should fund the process; some proposals such as increased fees for individual attendance at IETF meetings did not appear consistent with this opinion. The Trustees also discussed whether a funding shift would require a clear statement from the U.S. Government that it would encourage the relocation of the IETF standards process under the ISOC “umbrella.” It was noted that future funding arrangements would not necessarily preclude further involvement by U.S. Government agencies.

12. Executive Director Search

Mr. Landweber requested comments on the draft position description for the ISOC Executive Director which had previously been distributed.

The Trustees discussed the role of the Executive Director and agreed that:

(1) the Executive Director function would not be covered in the ISOC/CNRI Agreement, as the Executive Director would report directly to the President of ISOC rather than to CNRI;

(2) the Executive Director would have a distinct contract with ISOC; and

(3) the Executive Director would work under the policy direction of the President and the Board of Trustees.

Further comments on the role of the Executive Director via email were solicited from the Trustees by Mr. Landweber.

It was announced that the initial members of the Executive Director Search Committee are Messrs. Landweber (chair), Farber, Neggers and Huston.

13. Elections Committee

Charles Brownstein reported the results of the 1993 membership election. Although all candidates were apprised of the final vote tally, it was agreed that the vote counts for those individual candidates who were not elected will not be published.

14. Nominations Committee

The President distributed a briefing paper discussing Trustee nominations with emphasis on regional diversity of nominated candidates. Several Trustees noted that the geographic distribution of elected Trustees in the most recent election reflects the general geographic profile of ISOC’s general membership by region.

Trustees discussed the issue of regional balance of the elected Trustees, and noted that the most effective measure was the timely undertaking of measures to broaden the membership profile. Additionally it was noted that regional quotas were inappropriate for the Society, and the Society should search for metrics other than the geographic distribution of Trustees to indicate the international nature of the Society.

15. Regional Chapters

Mr. Ishida reported on the desire to form a chapter of the Internet Society in Japan. The Trustees discussed various issues relating thereto, including generation of ISOC information and publications in Japanese, and the sharing of membership dues between the local chapter and ISOC.

The Board agreed to pass the matter of chapter formation to the Membership Committee for further consideration within the overall framework of membership benefits and membership charges.

16. Internet Standards and Research Infrastructure

The Board unanimously ratified the result of its electronic vote accepting the nominations of Gerich, Murai, Rekhter, Romkey, Sincoskie and St. Johns for vacant IAB slots. Resolution 93-02 IAB Membership Confirmation

RESOLVED, that the ISOC Board confirm the nominations of Elise Gerich, Jun Murai, Yakov Rekhter, John Romkey, Dave Sincoskie and Mike St Johns to the IAB.

Mr. Chapin reported that, in response to ISOC’s application for Class A liaison status with JTC-1 of ISO, JTC-1 has offered ISOC the option of establishing Category C liaison status between IETF Working Groups and JTC-1 subcommittees. The IAB and IETF agree that all efforts should be directed towards securing a Category A relationship with ISO JTC-1. It was further noted that the IESG has taken the decision to suspend publication of SC-6 documents in the absence of any formal liaison status, and to support the application of Class A liaison status with JTC-1. Mr. Chapin indicated that he will prepare a written report on these developments for distribution to the Trustees.

Discussion noted that the Category A relationship entails the exchange of both technical and organizational documents, and in general a Category A relationship has been one in which such exchanged documents are subject to comment and review on the part of JTC-1. It is unclear at this stage whether a Category A liaison would result in the desired IETF position of having RFC Standards documents recognized as ISO standards.

At the direction of the Board, Mr. Chapin agreed to document the Category A liaison arrangements and to refer this matter to the IETF for review. Mr. Rutkowski agreed to check with various governmental agencies to ascertain whether there is a significant difference between Category A and C liaison status in terms of the standards ratification process.

Mr. Rutkowski also noted that a response from the ITU relating to a proposed peer relationship with ISOC is pending, and that acceptance of this proposal appears achievable.

17. INet Conference

Mr. Landweber reported that 750 registrations had been received so far for INET’93, and 856 registrations were predicted. The workshop for developing countries, held from August 10-15, had 129 participants from 69 countries. A transfer of USD 100,000 to ISOC was anticipated from surpluses in corporate sponsorship of INET ’93. It was noted that Eric Benhamou has performed an excellent job in raising funds and undertaking the Chief Executive Officer role for INET ’93.

Following discussion, and upon motion duly made and seconded, the following resolutions relating to INET’93 and associated activities were unanimously adopted:

RESOLVED, that the Board of Trustees of the Internet Society hereby commends the hard work and dedication of the Conference Committee and the financial support of the corporate sponsors of INET’93.

    Resolution 93-03 INET’93 Conference

RESOLVED, that the Board of Trustees of the Internet Society hereby extends its deep appreciation to Cisco Systems and to Kate Muther for hosting a memorable reception for the Internet Society Trustees and the Advisory Council on the occasion of the INET’93 Conference in San Francisco, California.

Resolution 93-04 Appreciation – Cisco Systems

It was noted that arrangements for INET’94, to be convened in Prague June 13-17, 1994 as a joint conference with the annual RARE JENC, are underway with Geoff Manning as Conference Chair.

The location for INET’95 was discussed, with potential venues being listed as Singapore, Thailand, Canada and Egypt.

The Trustees briefly discussed the procedure for establishing bank accounts for ISOC sponsored conferences. It was the sense of the Board that where ISOC financial liability is involved, the Board’s approval for sponsorship should be sought. The President undertook to develop and present to the Board for approval procedures to set up local accounts for conferences.

The Trustees also discussed financial controls for ISOC sponsored meetings and conferences, including local accounting of local receipts and expenses, together with local certification of local administrative arrangements relating to financial integrity of such conferences. It was noted that the INET’93 Conference Chair had contracted with EDUCOM to undertake conference financial support and EDUCOM’s audit of the conference will be presented to the President.

18. K-12 Committee

At the Board’s invitation, Bruce Nelson and Kathy Rutkowski presented an overview of K-12 activities on the Internet. It was noted that there is a growing population of schools articulating a requirement for access to information providers, but issues of pricing, conditions of service, government issues, access to equipment and community priorities for school programs all impede progress. It was observed that the most valuable role for ISOC in this area is to work within the regulatory framework to bring users closer to producers. Following discussion, Mr. Nelson and Ms. Rutkowski requested the Trustees to convey additional ideas to them.

The Board requested the ISOC Secretariat to provide a summary of ISOC committees, including committee charters, to the Trustees.

19. Directors and Officers Liability

The Trustees discussed the relationship between ISOC and the IETF standards process, and noted that, if the standards process is to occur under the ISOC “umbrella,” then ISOC must have a commensurate degree of control over the process in order to limit potential liability for the standards generation process to an acceptable level. Several Trustees proposed a procedure whereby the Board would ratify and approve the standards procedure, as well as the IAB and IESG process of oversight and review, following legal review of the IETF procedures. The Board indicated its unanimous support for this action.

Mr. Chapin, with assistance from Trustees Bradner, Rutkowski and Postel, agreed to draft a process ratification adocument and pass this to the IESG and IAB for consideration, and subsequently to submit the document through the Internet Draft

20. New Business

20.1 Intellectual Property

A section of the IETF POISED internet draft document relating to intellectual property issues in the standards process was distributed to Trustees and the Trustees were asked to submit their comments by the end of August 1993.

It was noted that the IESG had requested a sample letter relating to intellectual property within Internet Standards documents.

20.2 Electronic Voting Procedures

After discussion and upon motion duly made and seconded, the following resolution was unanimously adopted:

Resolution 93-05 Electronic Voting Procedures

RESOLVED, that the electronic voting procedures to obtain the sense of the Board be hereby modified to permit a simple majority electronic response on the part of the Trustees (subject to By-Laws provisions requiring a supermajority or unanimous vote), so long as the action so taken is subsequently ratified at a meeting of the Trustees.

21. Time and Place of Next Meeting

The Trustees agreed that the next regular Meeting of the Board will be held for two days at the CNRI facilities in Reston, VA, U.S.A., in the week commencing January 10 1994, or the week commencing January 17 1994 as a backup.

The following Annual General Meeting of the Board will be held at the INET’94 conference venue on June 13 and 14 in Prague.

22. Adjournment

There being no further business to come before the Meeting, the Meeting was adjourned at approximately 5:00 p.m. on the 17th of August.

Summary of Resolutions

Resolution 1993-1: ISOC Membership Committee

RESOLVED, that the President is authorized and directed to form a Membership Committee, a majority of whose members shall be Trustees; and Further:

  • that the Membership Committee is charged to study issues associated with individual membership, including but not limited to, the numbers and characteristics of members ISOC should seek, the benefits (if any) which should be provided to individual members, and the appropriate level of dues for individual members; and
  • that the Membership Committee is directed to submit a report with recommendations to the Board at the Board’s next regularly scheduled meeting; and further
  • that, pending review of the Membership Committee’s report by the Board, the staff is requested to make no irreversible decisions on the level of dues for individual members for 1994.

Resolution 1993-2: IAB Membership Confirmation

RESOLVED, that the ISOC Board confirm the nominations of Elise Gerich, Jun Murai, Yakov Rekhter, John Romkey, Dave Sincoskie and Mike St Johns to the IAB.

Resolution 1993-3: INET’93 Conference

RESOLVED, that the Board of Trustees of the Internet Society hereby commends the hard work and dedication of the Conference Committee and the financial support of the corporate sponsors of INET’93.

Resolution 1993-4: Appreciation – Cisco Systems

RESOLVED, that the Board of Trustees of the Internet Society hereby extends its deep appreciation to Cisco Systems and to Kate Muther for hosting a memorable reception for the Internet Society Trustees and the Advisory Council on the occasion of the INET’93 Conference in San Francisco, California.

Resolution 1993-5: Electronic Voting Procedures

RESOLVED, that the electronic voting procedures to obtain the sense of the Board be hereby modified to permit a simple majority electronic response on the part of the Trustees (subject to By-Laws provisions requiring a supermajority or unanimous vote), so long as the action so taken is subsequently ratified at a meeting of the Trustees.