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Board of Trustees Meeting Minutes

No. 32 (March 16, 2003)
Board Meeting Minutes

Minutes of Board Meeting No. 32

16 Mar 2003, San Francisco, CA, United States

Author(s): G. Huston, C. Huitema
Date: 2003-03-16
Committee: BOT
Document: 03-32
Status: Unconfirmed
Maintainer: C. Huitema
Access: Unrestricted

Minutes taken by Christian Huitema.

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

Fred Baker
Brian Carpenter
Rosa Delgado
Barbara Fraser (by telephone)
Alan Greenberg (by telephone)
Latif Ladid
Veni Markovski (by telephone)
Kees Neggers
Glenn Ricart
Lynn St.Amour
Östen Frånberg
Erik Huizer (by telephone)
Toshio Miki
Wawa Ngenge
George Sadowsky

Philippe Courtot and Don Heath were excused.

I. Chairman’s Report

Fred Baker presents a prepared address, stating the CEO goals for ISOC in 2003.

The first goals that he sets for the CEO are financial. For the year ending December 31, 2003 ISOC’s cash reserves should be no less than two months operating expenditures (less past due accounts payable). ISOC’s actual revenues should meet or exceed the “Total Revenue” specified in the final version of the budget accepted by the Board of Trustees of ISOC, and the surplus exceeds the “Total Surplus” specified in the final version of the budget accepted by the Board of Trustees of ISOC. The CEO should actively seek and effectively involve a majority of members of the Board of Trustees in fund-raising efforts in their area and region.

The second goals for the CEO are organizational. The CEO should put in place and execute an effective review mechanism for PIR. In conjunction with the VP of Conferences, CEO will put forth, by September 2003, a budget and content plan to the Board of Trustees concerning whether to have INET 2004, and, if so, the parameters for its realization. In conjunction with the VPs of Conferences and Chapters, the CEO effects ISOC participation in at least two regional conferences in 2003. In conjunction with the VP for Public Policy, the CEO puts an effective public policy initiative in place for ISOC.

Fred applauds the CEO for making 2002 budget happen. The 2003 budget goals are clearly set in the Budget, and the goal is clear: make this budget happen. There can be potential changes if we bring in new projects. We will welcome significant assistance from PIR, and fund-raising support from Board.

PIR took over from verisign end of january. All came out pretty well. We need to wean the business off direct ISOC involvement, and ISOC needs to understand the “oversight” of PIR, which is required, but not well defined. ISOC and PIR need to cooperate on various projects, but these are yet to be defined.

The standards support needs to continue, with the funding of the RFC Editor, IAB, and various IETF projects. There is potential for direct support of meetings and research.

For the education pillar, the year 2003 will have to be organized without an INET meeting, focusing on regional involvement and chapters. In 2004, we will continue with regional involvement and chapters, and we may perhaps organize an INET conference in Barcelona. Education is an area were ISOC can naturally expand. We need focus, but ISOC value proposition is primarily here.

We need to strengthen and enhance the policy pillar, to be a useful resource capable of providing advice to governments, and to engage in advocacy as appropriate. The policy work needs to be coordinated with chapters.

II. Approval of the minutes of previous meetings

The minutes of the 30th and 31st board meetings are approved.

III. Confirmation of resolutions

Three motions were adopted by e-mail votes since the last board meeting. The trustees unanimously confirm these three motions:

Resolution 03-1 Amendments of PIR articles of incorporation and By-laws

RESOLVED that the amendments to the Public Interest Registry’s (PIR) Articles of Incorporation (attached) and By-laws (attached) be accepted to support a 501(c)(3) designation.

Resolution 03-2 Approval of the Code of Conduct

RESOLVED that the Board of Trustees approves the attached Code of Conduct for Individual Members, and requests that it be drawn to the attention of all present and future Individual Members.

Resolution 03-3 Confirmation of the nomination of new IAB members

RESOLVED that the Board of Trustees confirm the slate of nominated IAB members: Rob Austein, Sally Floyd, Geoff Huston, Patrik Faltstrom, Mark Handley, Bernard Aboba, and Jun-ichiro Itojun Hagino.

IV.President report

Lynn St-Amour reports on the state and prospects of ISOC. She starts her expose by setting the background: the resolution adopted by the board June 2000 (00-14 ISOC) to structure ISOC according to the current “pillar” model. After she was nominated CEO & President in March 2001, and in accordance with this resolution, she has directed a drive for change in 4 key areas: stabilize our financials in the short-term and strengthen them in the long-term; strengthen and/or change the ISOC governance model; increase activities in Standards, Public Policy, Education & Publications; and clarify & strengthen value proposition for Org. & Ind. Members.

The strategic priorities of ISOC were reaffirmed by the board in June 2001: Strengthen transparent process & development of W/W open technical standards in the IETF; Build on ISOC’s history & structure, create & disseminate high quality info. & education W/W, focused on technical developments enabling resp. deployment and growth of net; Promote global development & deployment of policies favoring open and equitable access to the net.

The operational priorities were 2002 established by the board in November 2001: Increase overall financial stability to finance future initiatives in Standards, Public Policy and Education; Implement a Membership and Chapter model that increases ISOC’s value to them, as well as our collective contributions to the Internet community globally; Implement a Governance model which will better support ISOC and better represent the interests of member groups; Revamp and extend Publications plan in support of above.

The 2001 and 2002 budgets were focused on reestablishing financial stability. ISOC ended 2001 with a Surplus of $426K, exceeding the budget by $98K, and resulting in a 53% reduction of ISOC Negative Net Asset, to $380K at the end of 2001. ISOC ended 2002 with a surplus of $86K, short of budgeted surplus by $63K. The shortfall results of post-budget additions of INET’02 and the .org bid. The org. member revenues fell $172K (10%) under the budget’s target, but the expenses were under budget by $134K (8%). This reduced the Negative Net Asset at the end of 2002 by $86K to $294K (23%). With the successful bid for .org, ISOC is now positioned for PIR contributions and programs. The actual 2002 result is much better than the deficit forecast in November, due to donation from Philippe Courtot and Qualys, reimbursement of some .Org bid expenses by PIR, a slight reduction in the final INET expenses, and also a reduction of some lawyer expenses. Barbara suggests that finances be discussed later; Christian points out that year on year comparisons would be clearer if INET expenses and revenues were clearly separated from the other activities.

The organization members’ contributions have been affected by the fate of the internet and telecommunication industries. The historical figures show the revenue peaking slightly above $2M in 2000, and declining since then. If we do not include the Platinum program, which was in many respects exceptional, the organization members’ contributions peaked at $1.5M in 2000, and trend towards $1.3M to $1.5M.

The new governance model now in year 2 of a 3 year process. The new model is largely accepted, although there is still discomfort in a minority of individual members. The board was successfully restructured. Key governance processes were established, including the adoption of a Conflict of Interest policy, and the documentation of the Duties and Obligations of Trustees. The second year of the new election process (2003) is underway and going smoothly.

The changes also affected the Individual Members and Chapters. The first changes were implemented in 2002, with positive results already seen. In January 2002 we implemented the Free Global Membership model with central and expanded role for Chapters. This has resulted in significant membership growth, tripling in 15 months and on track for a different (greater) magnitude of organization. The structural improvements are progressing well. We developed a Code of Conduct as unifying element for members. For its second year (2003) the process is on plan and showing good results: improving IM and Chapter processes; developing value propositions for IM’s and role of Chapters; significant activity underway defining purpose and structure of regional councils, evaluating council for A/P as well as Europe.

We currently have just under 15,000 individual members. In response to a question regarding the precision of the membership count, Lynn presents the process used fro maintaining the database. ISOC sends e-mail nearly every week to individual members. If e-mail to a member bounces repeatedly, the member is deleted from database. This is proof that the list is not artificially inflated.

The reorganization of the public policy pillar is almost completed. Mike Nelson was appointed new VP of Public Policy to build on the solid base left by David Maher. A Public Policy statement of direction was developed, and is being reviewed. We are now in process of building resource structure to support our Public Policy efforts, e.g. evaluating the addition of Regional VP’s, establishing Chapter Councils, A statement requesting support from members will be sent the 3rd week of March 03. Mike Nelson will present these activities in his report.

The Education pillar is developing, thank to a $100K donation from Qualys and Philippe Courtot, a 1M SEK donation from Sida for AfNog, and a grant of $100K from PIR to develop education activites. The Qualys grant allowed ISOC to leverage past NTW materials while expanding into IPv6, IPSec, security, etc. New projects are under evaluation. More detail will be provided in the VP – Education report

For the Standards pillar, ISOC is working closely with the IETF on security projects, member briefings and long term support model. Discussions are underway with US Cybersecurity Office and EU’s 6th Framework Program for funding of education/research initiatives on Internet security. Six member briefings were published last year. We are studying long-term support models for the IETF, as all aspects of its financing are under pressure: RFC Editor (ISOC), IETF meetings, IETF secretariat costs.

New publications were introduced. We developed the publications section of ISOC’s web site, with the Internet Report (thanks to Geoff Huston & Telstra), Member Briefings, ISP Article (Geoff Huston), an “Invited Authors” section, and Articles of Interest, i.e. reprints from IEEE ComSoc, IPJ, etc. We have an agreement with G. Huston et al to write ISOC Official History. The Public Policy/Publications Committee is a very helpful resource and a huge help.

The .Org bid was successful. By December ’02, all contracts were successfully negotiated with ICANN and Afilias. ISOC provided significant support to .org start-up, giving them a turn key operation and allowing a successful, crisis-free transition. We successfully negotiated reimbursement for costs incurred by ISOC for said support ($190K – salaries & PIR expenses). The .Org operations very successfully transitioned in January ’03; it was completely transparent, no impact on end users. The verisign $5M endowment was agreed and transferred in January’03. In summary, this was an exceptionally successful new endeavor for ISOC; especially, public stature of ISOC was significantly enhanced.

We have established a clear separation of responsibilities for the management of the .Org domain. PIR manages the registry, set policy, develop/introduce products, and is in charge of registrar relations, marketing/communications, Advisory Council, etc. ISOC is in charge of program development. & marketing outreach as we have established reputation and channels; our history of technical ‘clue’, non-commercial familiarity, ‘channels’, responsible participation in ‘net policy and user practices was the key differentiator in our bid. Afilias is the back-end service provider.

ISOC’s 2003 budget assumed a net contribution from PIR (after deducting direct expenses) of approx. $170K to cover outreach and oversight fees. PIR has committed to giving an initial $200K to ISOC for our Standards activities and $100K for Education, so the budget goal is secure with net contribution of $200K. Future projects are being prepared for review with PIR. We still need to finalize the process regarding project support and ISOC’s role, and to agree how ISOC recoups costs such as Board support, oversight, use of channels,etc. These discussions will be facilitated with the recent appointment of a President for PIR – Ed Viltz.

V. Financial report

Lynn presents the financial report.

The 2002 P&L can be summarized as follow. The P&L Budgeted surplus was $149K, the actual is $86K, a shortfall of $63K. The shortfall is the result of post-budget additions of INET’02 and .ORG. The traditional org. revenues are behind budget by $28K – a good performance given economic conditions. Platinum revenues are behind budget by $144K, mostly due to the unexpected loss of one Platinum member early in the year. The program revenue decline is offset by IM 2001 deferred revenues. Expenses were better than budget by $134K, largely due to RFC Editor under-spending; the program expense reduction offset by INET’02 and G&A. In short, we had less expenses, less revenues, and a hard year.

The balance sheet improved in 2002. As a result of the surplus achieved, the negative net asset was reduced by $86K to $294K (23% reduction). Cash & Cash equivalents equal $193K at year end and cash available for operations was 6 weeks – higher than on average throughout year. Accounts payable = $307K and are composed of RFC Editor payments and INET’02 as we were waiting final reconciliation. INET’02 was paid 1/03, RFC Editor to be paid 3/03.

The 2002 revenue still show $99K revenue from individual members; these are revenues deferred from 2001. Today, the total revenue from higher level individual members is about $13K. If we were only spending recurring revenues, we would have deficit of more than 80K. We should discuss later whether chapters should fund the IM pillar; there is no formal proposal.

Barbara asks for clarification on the PIR expenses. Lynn answers that these expenses sum up to a total of $190K, which includes 128K in direct salary expenses; the difference comes from ancillary expenses.

Lynn continues with the discussion of the 2003 budget. The cost savings in the budget amount to $126K, better than the $100K targeted, and execution is on track, with all contracts signed. Organizations revenues are a challenging target; today’s running rate is $0.9M vs. a budget of $1.3M. Lynn reminds the board that, in order to account for attrition and calendar effects, this means we need to bring in approx. $900K in new org. member revenues. The Platinum revenue are expected to meet budget. The implication of our project role for PIR still to be determined, but the budgeted net contribution looks secure. The expenses are on track. In summary, the budget is very aggressive especially given the world conditions. Lynn is actively pursuing other revenue streams to lessen dependence upon org. revenues.

Brian proposes a motion to thanks to Qualys and Sida; George seconds. The vote to approve is unanimous.

Resolution 03-4 Expression of gratitude to Qualys and Sida

RESOLVED that the Board records its gratitude to both Qualys and Sida for their recent decisions to make substantial donations to ISOC.

Ed Viltz asks whether there is a commitment to have PIR activities mostly through ISOC? Fred answers that this was the idea, but not necessarily only ISOC. For David Maher, it is very clear that a significant amount of activity will be carried through ISOC.

VI.Education pillar’s update

As Randy Bush could not be present, the report is presented by Zita Wenzel.

The vision statement for the educational pillar is: “We leverage successful network education and “train the trainers” in situ and encourage cross-country technology transfer while educating policy makers about options and consequences and all countries about standards and new technologies directions.” The goals are: to maximize decentralized, distributed network education; to train local networkers, particularly in less advantaged regions, and develop trainers; to educate public policy makers around the world potentially so they help, rather than hinder, prudent and secure Internet diffusion and development; to educate and guide all economies economies by presenting standards and technology advisories.

The current activities are enabled by Qualys funding for workshop courseware development (adding IPv6 and IPSEC to the current material), and Sida funding of ~$100K for ANW/NTW, which will support in-country workshops. The courseware is developed in cooperation with the University of Oregon. Several Network Technology Workshops are planned: AfNOG 3 8-13 June 2003 in Kampala, Uganda; WALC 2003; and a Thailand Regional Training Center.

Zita observes that both Randy and her have “other hats” that help them identify new opportunities. Latif suggests to work with the Japanese IPv6 promotion council. Fred observes that the DoC announced that they are doing an initiative with UNDP for sub-Saharan Africa (Senegal) — see press release. Rosa congratulates Randy & Zita, and ask about language support in Uganda; Zita answers that there will be courses in both French & English, support for both language important for reaching French speaking Africa. Rosa would like briefing on big issues, for use by UN agencies, i.e. a larger audience than just ISOC.

VII. Report of the Nomination Committee

Kees reports that the nomination committee is on track, and now in the petition period. No petition has been received yet. The report is on ISOC’s web page.

Brian asks the state of the IETF process. Fred answers that the IAB is considering 3 nominations, but there is no decision yet.

VIII. Report of the Election Committee

Alan reports that the committee work is just starting. He is worried that lack of petition indicates lack of interest. There is a problem in the current process: lack of automation would result in a lot more activity; web voting is not yet available, they are looking for program. Worse case would be a manual election process; otherwise the committee is in good shape.

Lynn will work on automation issue. Alan observes that ISOC’s webmaster has no time for election activity; in any case, enabling web voting requirtes just a few hours of work by a skilled person. Fred asks Alan to coordinate with Lynn.

IX. PIR Review

David Maher, who chairs the PIR board, introduces PIR’s new CEO, Ed Viltz.

Ed starts his presentation by thanking the ISOC board for making PIR a reality. PIR has already passed several milestones: the contract to manage the .org TLD was awarded October 14, 2002, and signed by ICANN December 3; the first full time employee was hired December 16; PIR assumed responsibility for .org January 1, 2003; PIR transitioned 2,663,320 .org domains January 25, with no outages experienced by domain registrants; the second employee, the President and CEO begins February 28. PIR has staffed 20 of 21 slots in the advisory board, with representatives from Africa, Asia, Asia-Pacific, Europe, North America, and South America. They want the advisory board to give advice on policy issues that affect community. One open seat will be confirmed tomorrow.

The PIR customers are the registrars. There are huge economies of scale in the registrar business, which implies consolidation: the 20 largest of 110 registrars account for 90% names. .Org is the 5th largest domain, with 2.4M domains registered; the other fast growing domains are .de and .uk.

The original revenue projections were very low. PIR plans now $7.2M in new registrations and $9M in renewals in 2003, plus a $833K grant, for a total revenue of $17M. The operation cost should be split between back end function contracted to Afilias for $11M, and PIR expenses of $1.5M. In 2003, about $3.2M will be affected to taxes and reserves, and $1.1M will be available for program contributions; a larger amount will be available if PIR manages to obtain a tax exempt status. The need to build reserves will diminish in 2004, allowing probably for a doubling of program contributions in 2004.

Ed presents himself as a businessman, and his immediate priorities are: develop operating procedures; secure 501c(3) tax status; kick off first Advisory Council meeting; convert from RRP to EPP, thin to thick; implement a Redemption Grace Period; determine roll out process of IDNs; enhance the web site as a resource for non-profit organizations; and schedule development and introduction of new products/services.

Fred asks whether implementing the IDN standard should be a higher priority? Ed observes that the standard is brand new. Brian points out a serious need for applications using IDN standard, why not fund some public domain implementations?

Wawa asks whether there would be a way to help chapters. Rosa asks if there is a plan to provide priority to non profit orgs? Ed answers that this is absolutely the plan, and will ask the advisory council for guidance on practical policies.

X. Public Policy

Mike Nelson presents the public policy report, starting with his own background and understanding of ISOC.

The rapid changes in technology, e.g. web services, create a need to inform policy process. Isoc should focus on its strength: access to Internet technical leaders, understanding of IETF standards, global perspective, knowledge of new technologies, and connections, especially in the developing world. ISOC should focus on technology, not law or economics; isoc has not much credibility on law or finances, but has real credibility on technology. Mike plans to send a letter to all ISOC members, highlighting Public Policy efforts, in order to define broad themes, solicit advice, and recruit volunteers.

The high level goals of our policy effort should be organized around five positive themes, five abilities that we must ensure: ability to connect, i.e preserve end-to-end; ability to Speak, i.e. oppose censorship; ability to innovate, i.e. open standards; ability to share, i.e. ensure fair use; and ability to Choose, i.e. foster competition. These themes can be declined in concrete examples: opposition to censorship — ability to speak; digital divide — ability to choose (competition drives down prices); opposition to new database protection legislation — ability to share; promotion of ipv6 — ability to innovate; opposition to Panama’s restrictions on voice over ip — ability to connect and ability to choose; opposition to provisions requiring ISP to retain user data in council of Europe cyber-crime treaty — ability to speak; accessibility for the disabled — ability to connect; opposition to encryption controls — ability to innovate and ability of speech; promotion of new wireless technologies (e.g. 802.11) — ability to connect and ability to innovate; and opposition to legislation dictating drm standards — ability to share.

For Mike, having clearly articulated policy priorities is important. Corporation more likely to join if they see clear actions by ISOC, and this will also attract more individual membership. Mike quotes Tim O’Reilly, who predicted that ISOC could be the “Sierra Club” for the internet.

Mike regrets the relative lack of impact of previous white papers: there was no “echo effect”. He suggests to organize this by presenting issues to debate, organizing a survey of ISOC members opinions on key issues, such as for example Instant Messaging interoperability, spectrum for 802.11, international cost-sharing? He would like to conduct surveys on a monthly basis.

Another idea is to organize a Policy “Help Desk” for key policy advisors, which would provide them with access to isoc experts for quick answers. This could be completed by an “ Internet policy portal”, and by providing more white papers to chapters and members.

Fred: suggest that the “help desk” coordinates with IETF and IAB. Mike agrees, but insists on the need for quick reactions: the problem of policy maker is to get information quickly, otherwise there is a tendency to rely on closest lobbyist.

Fred mentions discussion between Margaret Wasserman and the US government, regarding the transition to ipv6.

Brian commends the positive tone of the report, even if we in fact have to oppose some unfortunate policy initiatives.

Mike ends his presentation with a plea for help. He needs information about priorities, early warning about policy fires, and also identification of key policy players and key experts.

Rosa congratulates Mike on a fantastic work! Here concerns are, do we have enough resource? do we need to organize volunteers on a regional basis? Mike answers that we need indeed all the help we can get; the real issue is not developing the policy, but rather making it known.

Glenn is glad to have Mike on board. The proposal looks like an internet bill of rights! Do you want anything on WSIS? Mike answers that there are lots of concern with WSIS, it is very un-focused, the agenda is so undefined that it is unlikely the UN goal of having head of state attend will be met. Mike circulated a wish list, got some feed back. We should focus on specific actions that can actually have an impact.

Glenn asks whether INET 2004 will have an impact? Mike answers that INET 2002 actually had an impact, because of outreach when building the program. INET is important for keeping a high profile for ISOC. INET 2002 did raise ISOC’s profile, because of the press we got.

For Alan the role of competition should be discussed, as it has a tendency to leave some sites unequipped. Mike answers that competition alone will not necessarily equip the unequipped; we need new technologies; but we also see the negative impact of tariffs in many developing countries.

The survey look like a heavy content analysis load; can it be presented as opinion? Also, who will man the help desk? looks like lots of work for volunteers. Mike answers that we will need a lot of organization…

XI. ECC update

Jim Galvin, presents an update on the ECC issue, prepared with Veni Markovski and Lynn St. Amour. The ECC organizers have proposed Bylaws/MOU for a legal entity; ABSL in Luxembourg. This is a detailed, complex document, which is not unexpected but is difficult to evaluate. ISOC has proposed Bylaws/MOU that both formally recognizes the ECC and establishes the basis for our relationship. These are aligned with our Chapter Model to ease its review and understanding.

An issue is the legal status of the planned ECC. The organizers apparently want a legal entity, in order to have access to EU funding; they reject Geneva and ISOC-US as not being “European enough”. ISOC proposed that form follows function, and that we first examine the projects that justify a legal entity, such as ISOC representation in the European ICANN RALO, or ISOC representation in the .EU TLD registry. It is unclear that these proposed activities actually require a public entity.

Jim, Veni and Lynn request that the Board affirms the position they have been representing with respect to a legal entity. As there are also some very contradictory opinions floated in the chapters, Jim, Veni and Lynn suggest that we conduct an explicit, proactive poll of all the current ECC members to determine exactly what each of their positions is with respect to both our MOU and the ECC MOU. This will be done by sending a mail to ECC list, but also sending a letter to each president of each chapter.

For Glenn, ISOC should be seen as an enabler; we need to actually speak with each chapter president. Brian observes that if we need to participate to EU call for proposals, we should have the proper organization. Jim replies that the real question is not whether they need a legal entity, but what for. Latif recommends that we do not expose our problem to the outside world, as this shows lack of maturity in handling chapters. For Fred, we don’t want to have a long discussion followed by a lengthy conclusion…

XII. Individual membership

Jim Galvin presents the report of the Individual Membership committee, which was composed of himself, Terry Weigler who handles individual members at ISOC, five trustees (Alan Greenberg, Barbara Fraser, Brian E Carpenter, Veni Markovski, and Wawa Ngenge), and five individual members (Jean-Claude Guédon, William F. Slater, III, Christian de Larrinaga, Tommi Karttaavi, and Anthony S. Lee).

The committee finds that ISOC member database is an essential issue. The current system relies substantially on manual support; with a good system almost any membership model would be workable. The new database should allow web management of Members, Chapters, and Staff, and should Includes accepting payments online in the future; if should have group management features, automatic data entry verification feature, automated response features, better reporting capabilities, and more automation in general. The committee recommends that the board undertakes to have a detailed RFP issued to investigate both in-house software solutions and outsourced service solutions to manage the membership database. They recognize there will be a real cost associated with a solution, and do not have a good sense of that actual cost, which makes it difficult to evaluate. This needs to be a priority. A free membership category can not be cost-effectively supported with the labor intensive system we have today; we cannot act on a membership model without knowing what it will cost.

The committee has started to study how we could introduce various types of individual memberships, e.g. global members, chapter members, patrons, and professional. The global membership would be free, while the other type of members would participate in the election of trustees. The board members discussed various elements of this proposal, e.g. the need that a given member vote at most once, the possible redundancy between election of trustees by chapters and by individual members, and the need to contain and possibly reduce the size of the board. Jim concludes that the committee will continue working. Fred observes that we need a concrete proposal, and cannot resolve the issue now.

XIII. Inet 2004

Veni Markovski presents the results of the committee charged with investigating the organization of INET 2004. The only proposal available is to organize a conference in Barcelona, in conjunction with the Internet Global Congress, with focus on single topic, for example security. The conference will be self financed.

Rosa supports the proposal; believes that having a single security topic is good, and believes that Barcelona is attractive location for Spanish speaking members of ISOC in Latin America.

Veni states that the local organizers are very motivated, that the major of Barcelona will be involved… and that we have no other option. His suggestion for the conference title is: “a secure internet in an open world”.

Mike Nelson objects that the main selling point of ISOC 2002 was breadth of conference. The keyword seems narrow. A single topic will radically reduce number of sponsors. For Brian, a single theme is more important than single topic. For Mike, a single track makes sense, single topic does not.

Brian insists that we need an MOU with the organizers as soon as possible.

For Richard Perlman, we should not go forward if board members do not individually support the conference, e.g. by not claiming free admission. There is no way to get something for nothing, ISOC should invest in the conference, or it will not be successful.

George believes that INET are great, but there is an issue with Barcelona. A one track conference will have limited attendance; will be perceived as a failure. A real INET should have many tracks! Don’t go for it if we don’t have the right model. We should instead affiliate with an existing regional conference

Christian recalls the conclusions of his report, i.e. that a single track is very important.

Veni has sent an e-mail describing the conference. We need to close the program this month. We have enough local sponsors, no big concern for industry sponsors.

Erik supports a single track as porposed in Christian’s repart, and supports Brian’s multiple topics in a single track. We should go for invitation talk mostly, and ISOC should indeed invest, as Richard suggests. He looks at Barcelona as the only possible alternative.

Brian proposes a motion, that the board approves Barcelona in principle, and delegate the final decisions to the Executive Committee. Glenn observes that we need a budget, and Lynn adds that we need an MOU. Kees asks why not just get a final proposal and proceed with an electronic vote of the board? For Brian, this would not be expedient. Veni insists that the Spanish organizers need a decision before the end of the month; Fred agrees, but observes that we need plan. George would rather involve the full board than delegate; Richard also intervenes and outlines the need of actual board involvement. However Brian points out that with the current procedure, a full board discussion can add up to 3 months of delay. Brian initial motion is amended, is seconded by Latif. 11 trustees vote yes, 0 vote no, Wawa and George abstain. The motion is adopted.

Resolution 03-5 In favor of organizing INET 2004 in Barcelona

RESOLVED that the Board is generally in favor of an INET 2004 conference, but wants the executive committee to come back with a precise recommendation (for or against) after working with Veni within two weeks.

Fred commits to an executive-committee conference call next week to consider Veni’s proposal.

The meeting is adjourned at 12:40 pm PST.

Summary of Resolutions

Resolution 2003-1: Amendments of PIR articles of incorporation and By-laws

RESOLVED that the amendments to the Public Interest Registry’s (PIR) Articles of Incorporation (attached) and By-laws (attached) be accepted to support a 501(c)(3) designation.

Resolution 2003-2: Approval of the Code of Conduct

RESOLVED that the Board of Trustees approves the attached Code of Conduct for Individual Members, and requests that it be drawn to the attention of all present and future Individual Members.

Resolution 2003-3: Confirmation of the nomination of new IAB members

RESOLVED that the Board of Trustees confirm the slate of nominated IAB members: Rob Austein, Sally Floyd, Geoff Huston, Patrik Faltstrom, Mark Handley, Bernard Aboba, and Jun-ichiro Itojun Hagino.

Resolution 2003-4: Expression of gratitude to Qualys and SIDA

RESOLVED that the Board records its gratitude to both Qualys and SIDA for their recent decisions to make substantial donations to ISOC.

Resolution 2003-5: In favor of organizing INET 2004 in Barcelona

RESOLVED that the Board is generally in favor of an INET 2004 conference, but wants the executive committee to come back with a precise recommendation (for or against) after working with Veni within two weeks.