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Board of Trustees Meeting Minutes

No. 33 (July 12-13, 2003) AGM
Board Meeting Minutes

Minutes of Board Meeting No. 33

12 – 13 Jul 2003, Vienna, Austria

Author(s): S. Bradner
Date: 2003-07-13
Committee: BOT
Document: 03-33
Status: Unconfirmed
Maintainer: S. Bradner
Access: Unrestricted

Present
Fred Baker
Lynn St.Amour
Brian Carpenter, Latif Ladid
Erik Huizer
Barbara Frazer
Rosa Delgado
Östen Frånberg
Veni Markovski
Alan Greenberg
Glenn Ricart
George Sadowski

Excused: Philippe Courtot, Wawa Ngenge, Toshio Nikki & Don Heath.

Minutes of last meeting

Alan asks to check the attendency list that was reported in the draft minutes.

The minutes of the 32nd board meetings are approved.

Confirmation of electronic votes

The trustees approved a resolution by electronic mail since the 32ndmeeting. All trustees vote to confirm this resolution:

Resolution 03-6 Approving IAB Charter and IAB/IESG members selection process

RESOLVED that the Board accepts the IAB Charter as documented in RFC 2850 and the process for selection of IAB and IESG members as documented in RFC 2727, and further accepts the Board’s role described therein.

Brian suggests that we pay attention to other documents in preparation, and make sure that we approve them.

Approval of Election

No issue to report, no board action

Treasurer’s report & 2002 audit

The treasurer compliments Lynn Duval for the very good records that she kept. The audit process was smooth and easy. Glenn checked the usage of timecard by ISOC employees; however, in an organization as small as ISOC, segregation of duty is difficult.

Glenn thanks the members of the audit committee, Barbara Frazer and George Sadowsky.

Gelman, Rosenberg & Freeman have been ISOC auditors for 6 years. Glenn has confidence that they did a nice job. A highlight this year is the removal of the mention that they had concern that ISOC was a going concern. This draws applause from the trustees present.

There are three sets of results: ISOC, PIR, and consolidated results that are now being created. In 2002, PIR reimbursed ISOC for some expenses; these expenses have been netted. The audit committee recommends that for 2003 and later, ISOC shows these expenses and the corresponding revenues in income and expense account. The audit committee also recommends that overhead be shown in detail, instead of being allocated as a global number in each of the pillars.

Glenn distributes a print-out of the ISOC balance sheet and P&L statement to the board. In 2002, we had a change in net assets 14769. Our negative net worth at the end of 2002 was $254806. This negative net worth is largely due to our practice of accruing members’ fees on a monthly basis, even if they are obtained yearly. Alan asks whether changing the start of our fiscal year would change this situation; the debate shows that this would probably not be the case. Lynn mentions that at the end of each month, we typically have cash on hand for 3 to 4 weeks of operation.

The financial trend chart shows that we are still recovering from the losses suffered in 1999. Our largest expenses are salaries, RFC editor, followed by meetings and telephone calls (which includes IAB calls). The largest expense pillar is standard, followed by operation; overhead account for a quarter of expenses.

The year 2003 has started with expenses exceeding revenues by $114,000. The revenues from organizational members are 250,000 less than budget. The current balance sheet, as of end of June 2003, shows a negative net worth of $368902.

Glenn presents a motion to increase the transparency of the accounts. All trustees present vote in favor, the motion passes.

Resolution 03-7 Increasing transparency of the accounts

RESOLVED that, whenever acceptable to the auditors, expenses for which ISOC is contractually or legally liable or which involve ongoing personnel costs
should not be reduced (or shown as net expenses) due to offsetting payments by outside parties.  Instead, these offsetting payments should be shown on the income side of the ledger with notes indicating the expenses they were intended to offset.

Glenn presents a motion to have overhead expenses broken down as functional expenses when showing expenses. All trustees present vote in favor, the motion passes.

Resolution 03-8 Functional breakdown of overhead expenses

RESOLVED that a functional breakdown of overhead expenses will be included in an annex to the audit.

Latif proposes a motion to congratulate Lynn Duval for her work, Glenn seconds. All trustees present vote in favor, the motion passes.

Resolution 03-9 Congratulating Lynn Duval for her work

RESOLVED To congratulate Lynn Duval for the quality of her work.

Brian proposes a motion to thank the audit committee. The three members of the committee abstain, all others vote in favor, the motion passes.

Resolution 03-10 Congratulating members the 2003 Audit Committee

RESOLVED To congratulate the members of the 2003 Audit Committee, Glenn Ricart, Barbara Frazer and George Sadowsky.

Nomination and Election Committees report

Kees presented his report several months ago. There were no difficulties this year, and there has not been complaints. Kees attributes this to respecting a sequential order between nominations and petitions, contrary to last year when these were parallel.

Alan presents the schedule adopted by the committee. This year, we used electronic ballots only. The voters were asked to confirm that they received their ballots. Extensive reminders were sent to AC and chapter representatives and ballots. The vote used e-mail and wait; successful vote resulted in a confirmation e-mail; unsuccessful e-mail were manually processed by the election chair. The committee also verified the procedures submitted by the IAB for the standard-selected trustees.

For the chapter election, one seat was available. Two candidates were selected by the nomination committee, and two others were added to the ballot after successful petitions. There was no unsuccessful petition. For the organizational member election, two seats were available. Four candidates were selected by the nomination committee. There was no petition.

71 ballots were sent to chapters, and 59 voted. The list of chapters who voted was published.

113 ballots were sent to organizations, and 60 voted.

In both cases, 50% of ballots were cast in the last week. Alan concludes that it is important to have a long enough voting period.

There were no challenges, and also no critical technical problem. There were however several glitches: web voting could not start on the first day, because the program had not been yet properly tested. Also, e-mail was unreliable, and some e-mail was lost; however, the redundancy built in the system allowed the committee to recover. The PIN system initially allowed the org members to cast web ballots in the chapter election and vice versa; this was corrected by analyzing the process and did not impact the results. The “ballot received confirmation” was an interesting idea that did not work – representatives were confused between casting a vote and confirming reception of the ballot. Finally, the reliance on e-mail creates a dependency: the change in some representatives’ email addresses is not necessarily tracked or reported in the database.

There is clearly a need to streamline this process, and the 2004 election committee will have to make sure to reuse the experience acquired by the 2003 committee.

Last year, we picked a cut-off date of December 31 for eligibility; this is a problem, as it falls within a holiday period. Alan would suggest a different date, closer to the election date.

There was no campaigning by design; however, one candidate did send campaigning e-mail, which lead to a lift on the campaigning ban for everybody. In fact, it seems that some dialog with the candidates is definitely desirable.

Brian proposes a motion to approve the report, and Glenn seconds it. All trustees present vote in favor, the motion passes.

Resolution 03-11 Approving the 2003 elections’ report

RESOLVED To approve the report of the 2003 election committee.

Fred proposes a motion to thank the election committee. All trustees present vote in favor, the motion passes.

Resolution 03-12 Congratulating the election committee

RESOLVED To express the board gratitude to the members of the 2003 election committee.

President report

Lynn reports about recent changes in the organization.

A key change in the organization is that Scott Bradner steps down as VP of standards. In 1995, the purpose was to have a stronger representation of ISOC in the IETF, and then of ISOC and IETF with other standard committees. These two objectives have been accomplished: the IETF has a working relationship with ISOC, and the other organizations such as the ITU are now working directly with the IETF. Scott will not be replaced. Liaisons between IETF and ISOC is handled formally by IAB chair.

Brian proposes a motion to thank Scott for his services, and Glenn seconds it. All trustees present vote in favor, the motion passes.

Resolution 03-13 Congratulating Scott Bradner for his tenure as VP for Standards

RESOLVED To express the board gratitude to Scott Bradner for his exemplary services as Vice President for Standards of the Internet Society.

Richard Perlman is stepping down as VP for conferences. George proposes a motion to thank Richard for his services, and Latif seconds it. All trustees present vote in favor, the motion passes.

Resolution 03-14 Congratulating Richard Perlman for his service as VP for Conferences

RESOLVED To express the board gratitude to Richard Perlman for his services as Vice President for Conferences of the Internet Society.

Lynn introduces Peter Godwin and Nelson Sanchez, who joined the staff to support project development.

Postel award committee report

Award will be presented Wednesday evening to Peter Kirstein during the IAB plenary; the press release will come out Monday. Steve Crocker is stepping down, to be replaced by Steve Wolff as chair of the committee.

Adjourn

Barbara, Brian, Wawa and Philippe are stepping down as trustees, Christian is stepping down as secretary. Fred thanks all of them for their services.

Summary of Resolutions

Resolution 2003-7: Approving the Revised PIR Bylaws

RESOLVED that the ISOC board approves the revised PIR bylaws.

Resolution 2003-8: Supporting a Professional Membership Class

RESOLVED that the board supports the notion of a new professional membership class and that the board asks the CEO to coordinate an effort that takes the report from the membership committee into account to develop, by October 15, a value proposition and a business plan for the new class for presentation to the board

Resolution 2003-9: Asking for Support Systems for fee-based Membership Classes

RESOLVED the board requests that the ISOC staff to put systems in place to support a paying class of members.

Resolution 2003-10: Thanking David Maher and Ed Viltz

RESOLVED the board thanks David Maher and Ed Viltz for the strong relationship between PIR and the ISOC.

Resolution 2003-11: Accepting the ECC MoU

RESOLVED the ISOC board formally accepts the ECC MoU and thus, officially recognizes the ECC as a regional council of the Internet Society

Resolution 2003-12: Planning for INET 2004

RESOLVED the ISOC board supports the ISOC President in working to finalize arrangements for INET 2004 in Barcelona