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Board of Trustees Meeting Minutes

No. 31 (December 4, 2002)
Board Meeting Minutes

Minutes of Board Meeting No. 31

04 Dec 2002, Conference Call

Author(s):  C. Huitema
Date:  2002-12-4
Committee: BOT
Document: 00-31
Revision: 0
Supersedes:
Status: Unconfirmed
Maintainer:
Access: Unrestricted

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

Fred Baker
Brian Carpenter
Rosa Delgado
Barbara Fraser
Alan Greenberg
Don Heath
Latif Ladid
Veni Markovski
Kees Neggers
Glenn Ricart
Lynn St.-Amour
Philippe Courtot, Östen Frånberg, Erik Huizer, Toshio Miki, Wawa Ngenge and George Sadowsky were excused. The conference call operator made repeated attempts to join Östen Frånberg, but these attempts failed.

I. Appointment of VP of public policy

Don moves a motion to accept Lynn’s proposal to appoint Mike Nelson as the new VP of public policy; Alan seconds. Fred, Rosa, Barbara, Alan, Don, Latif, Veni, Glenn, and Kees vote for; Brian abstains for cause, Mike being his manager at IBM.

Resolution 02-22 Mike Nelson as VP of public policy

RESOLVED, that the Board of Trustees approves the appointment of Mike Nelson as VP of public policy

II. Appointment of the nomination committee

Brian advances a motion to approve the Nomination Committee slate proposed by Kees Neggers; Barbara seconds. All trustees present to the call approve the motion.

Resolution 02-23 ISOC 2003 NomComm

RESOLVED, that the Board of Trustees approves the NomComm slate as submitted by Kees Neggers:
Kees Neggers (Chair)
Michael Nelson
Fred Baker
Geoff Huston
Toru Takahashi
Östen Frånberg
Carlos Braga

III. RFC editor contract

ISI forecast for the RFC Editor for next year is $599,000, instead of the ISOC budget proposal of $500,000; this will be discussed with Leslie Daigle, IAB chair, acting as IETF representative; pending these discussions, the budget will remain at $500,000. The proposed contract includes a statement of work; Barbara suggests that we get as well a standard document explaining what is expected; Brian observes that a similar document is already being prepared for the IANA by two IAB members. Brian also wonders whether limiting the RFC editor budget would run contrary to promises made to organizations during our recruiting drives; Lynn mentions that we have in fact already increased the RFC editor budget in the past, and that $500,000 is still a 5-10% increase on last year’s RFC editor expenses.

The past contracts were 3 years, the current contract is 2 years, expiring at the end of 2003. Barbara observes that leaves us time to build a consensus with the IAB and the IETF. Fred observes the RFC editor today is a service to the community, not just the IETF; making it a function of the IETF will be a change of structure, which will require consensus of much more than
the board of ISOC.

Discussions with the IAB and the RFC editor will continue.

IV. Update on the 2002 budget forecast

Qualys has agreed to make a $100K donation, and PIR has agreed on at least a $150K reimbursement of expenses incurred. We also signed up new organizational members. These payments will come in before the end of the year, which means that the 2002’s P&L will end up being slightly positive.

V. 2003 budget

The board recommendations for the budget were to obtain $100K in cost savings, exclude sub-contracting revenues from PIR, and achieve a $200K surplus.

More savings will come from renting some of our office space: our current premises are too large for our needs, but we are tied by a long term lease contract. We will rent some to PIR and sublet more space to another tenant. PIR has agreed to rent the office space, and is discussing the terms and conditions regarding G&A and other overhead; the contract will be signed for a year. We expect it will take 5 months to find a tenant for the remaining space, and the delay is reflected in the budget. The board agrees with this proposition.

The Board also asked for a surplus of $200K which means that we need to find a total of $427K in new org, and we need to account for attrition of existing members. Lynn is concerned that this objective will be hard to reach, given the long lead time required for signing new members, and also taking into account our revenue accrual methods. Lynn believe that, in addition to aggressive fundraising, we should include revenues from PIR revenues in support of joint education activities; the PIR contract has been signed by ICANN, which makes this assumption more realistic. Barbara suggests that we don’t use any planned revenues to add staff, and that instead we hold staff stable for a year.

The board members discuss further the revenue forecast and its ascription to the various pillars. Several board members suggest that we make explicit the amount planned for provisions or debt retirement; the discussion is inconclusive. There is also a demand to have an explicit budgeting of services to individual members and chapters, which currently are only backed by the very small revenues from the paying IM members.

Glenn emphasizes that the main item of the budget is still the revenues from org members, which probably requires a new value proposition. Lynn proposes to develop education and public policy services, and to get more visibility for the existing activities.

A side discussion develops on the need to get more board interaction, perhaps with more meetings. The consensus of the board is to hold teleconferences between the physical meetings of the board.

Lynn mentions the results of the fund raising task force, and proposes to set explicit targets for board members, with a formal measurement process.

Don proposes that we accept the budget proposal “2003 BUDGET with PIR assumptions included”; Glenn seconds. Brian asks that we get the additional note on chapter expenses as part of the budget. Lynn asks for some leeway if circumstances change, as the exact value of the PIR contract is not yet defined; the consensus is that budgets are provisional in nature; the board understands the nature of our relation with PIR. All trustees present vote in favor.

Resolution 02-24 ISOC 2003 budget

RESOLVED, that the Board of Trustees approves the 2003 budget proposal with PIR assumptions included, with total revenues of $2,071,714, expenses of $1,873,806, and planned surplus of $197,908.

Summary of Resolutions

Resolution 2002-24: ISOC 2003 budget

RESOLVED, that the Board of Trustees approves the 2003 budget proposal with PIR assumptions included, with total revenues of $2,071,714, expenses of $1,873,806, and planned surplus of $197,908.

Resolution 2002-23: ISOC 2003 NomComm

RESOLVED, that the Board of Trustees approves the NomComm slate as submitted by Kees Neggers:

Kees Neggers (Chair)
Michael Nelson
Fred Baker
Geoff Huston
Toru Takahashi
Östen Frånberg
Carlos Braga

Resolution 2002-23: Mike Nelson as VP of public policy

Resolve to adopt the procedures proposed to the list on 11/9/2002 by the election committee, as amended by resolution 02-21.