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Board of Trustees Meeting Minutes

No. 34 (July 12-13, 2003)
Board Meeting Minutes

Minutes of Board Meeting No. 34

12 – 13 Jul 2003, Vienna, Austria

Held in Vienna, Austria July 12-13, 2003.
Author(s): S. Bradner
Date: 2003-07-13
Committee: BOT
Document: 03-34
Status: Unconfirmed
Maintainer: S. Bradner
Access: Unrestricted

Minutes taken by Scott Bradner.

The following members of the Board of Trustees were present at the Meeting:

Fred Baker
Steve Crocker
Rosa Delgado
Osten Franberg
Alan Greenberg
Erik Huizer
Latif Ladid
Veni Markovski
Kees Neggers
Glenn Ricart
George Sadowsky
Lynn St. Amour
Margaret Wasserman

Apologies were received from Pindar Wong, Don Heath, and Toshio Miki

A quorum was present on both days.

The meeting was open to observers.

The ISOC President called the meeting to order at: 10:24am.

I Election of Officers

Chair – Fred Baker was the only declared candidate for Chair. Glenn Ricart moved that Fred Baker be selected as Chair of the Board of the Internet Society, Erik Huizer seconded the motion. Fred Baker was elected Chair with all in favor except for Fred Baker, who abstained.

The newly reelected Chair assumed management of the meeting over the meeting at 10:27am.

Secretary : Scott Bradner was nominated and was unanimously elected.

Treasurer : Glenn Ricart was nominated and was elected with all in favor except for Glenn Ricart, who abstained.

Executive Committee: The Board elected an Executive Committee of Fred Baker, Steve Crocker, Latif Ladid, Kees Neggers, and Pindar Wong with ex-officio members Lynn St Amour (as president), Glenn Ricart (as Treasurer) and Scott Bradner (as Secretary). The vote was unanimous.

ISOC Elections Chair: Margaret Wasserman volunteered for the role of ISOC Elections Chair (dependent on the outcome of a process that she did not explain but which was under way) and was elected with all in favor except for Margaret Wasserman, who abstained. [Update: Subsequent to the board meeting Margaret was selected to be an IETF Area Director as a result of the above mentioned process and she withdrew her offer to be Elections Chair.]

ISOC Nominating Committee Chair: George Sadowsky volunteered for the role of ISOC Nominating Committee Chair and was elected with all in favor except for George Sadowsky, who abstained.

There was a discussion of the relationship between the ISOC Nominating Committee and the nominations process for the Public Interest Registry (PIR) board. The conclusion was that the two processes should be separate because the two organizations are legally separate. It was also noted that the PIR nominees are needed before the ISOC nominees.

The ISOC Chair requested that the Nominating Committee Chair provide a list of members of the Nominating Committee as soon as possible.

Remarks from the Chair: The Chair listed the focuses of ISOC attention and pointed out that basically the ISOC exists to serve a number of constituencies and that the old board had set a number of specific objectives for the ISOC CEO relating to serving these constituencies and to the health of the IETF. He noted the proposed INET 2004 in Barcelona and that the CEO would be proposing a new Vice President for Conferences. He reminded the board of the key role that standards development, including the IETF and the RFC Editor, play in the ISOC. He said that he felt that the ISOC needed to develop a closer relationship with the ISOC chapters and noted the European Coordinating Committee (ECC) to be discussed later in the agenda. The Chair also briefly discussed PIR and noted that the relationship between the ISOC and PIR was being defined. He finished up by noting that the ISOC needed to do well in regards to all of these topics.

Vice President for Conferences: (Because this item was personnel-related, it was held in closed session.) Lynn St. Amour proposed Christian de Larrinaga as ISOC Vice President for Conferences. There was a discussion of the charge to be given to the Vice President for Conferences, in particular the need to work on creating or strengthening our regional conference model. Lynn stressed that a key part of the VP of Conferences role will be to establish a regional support group to aid in further developing this model.

Latif Ladid moved that board ratify the appointment of Christian de Larrinaga as ISOC Vice President for Conferences. The motion was seconded. The motion carried with all in favor.

Resolution 03-06 Ratifying appointment of Vice President for Conferences RESOLVED that the ISOC board ratifies the appointment of Christian de Larrinaga as ISOC Vice President for Conferences.

II President & CEO’s Report – Lynn St. Amour

Lynn St. Amour presented the President’s Report

Lynn specifically thanked the (few) people who responded to the questions that were posted to the board list. She also encouraged all board members to attend the Advisory Council meeting on Sunday afternoon.

The Board noted the President’s report.

The Chair thanked Lynn for all her efforts and emphasized the importance of all board members in helping to meet the fundraising goal established by the Board in this year’s budget.

III Public Interest Registry (PIR)

Lynn St. Amour presented an overview of Public Interest Registry (PIR).

The PIR board has suggested changes in the PIR bylaws. The PIR bylaws changes are designed to make it consistent with existing US IRS rules for tax exempt organizations and follows the University Press model.
[PIR Articles of Incorporation]
[PIR Bylaws]

Glenn Ricart moved that the board approve changes to the PIR bylaws George Sadowsky seconded the motion. The motion passed unanimously.

Resolution 03-07 Approving the Revised PIR Bylaws RESOLVED that the ISOC board approves the revised PIR bylaws.

There was a discussion about the relationship between the PIR and the ISOC. Lynn explained that any surpluses that the PIR has after paying its expenses will go to specific programs to be proposed by ISOC. The ISOC ExCom will work out the details of the procedures for this for presentation to the board. In response to a question on what process ensures that the PIR has the highest level of surplus so that the most programs can be supported Lynn responded that the PIR budget was the responsibility of the PIR board. She noted that the PIR board approves the PIR budget on a line-by-line basis, and she reminded the ISOC board that the ISOC appoints the PIR board. A board member asked if the ISOC was relying exclusively on the PIR funds for ISOC programs. Lynn responded that the ISOC has other sources of funds, including organizational membership dues and grants from various sources. She noted that many of the current ISOC educational programs were supported by grants from organizations such as Sida and Qualys.

Latif Ladid noted that the ISOC was currently in final negotiation as part of a consortium, with the EU and the Swiss Government. The project was submitted to the EU’s 6th Framework program and is called SEINIT – Security Expert Initiative,. Other Consortium members include: Thales, University College London, British Telecom, 6Wind, etc. ISOC’s role will be in education and distribution. More information will be forthcoming when negotiations are complete.

IV Financial review (through May 2003)

Lynn St. Amour presented the financial report.

In order to more quickly improve ISOC’s financial position, the board set a very aggressive budget for 2003, especially in organization member revenues. The economic climate remains very difficult and this has clearly hampered our fundraising efforts. Organization member revenues are significantly behind budget and several actions were proposed by the President to try and reverse this: first, each Board member will be contacted individually to see how they can best support this effort, how staff can help further, etc. Also, a goal of $50K per Board member in new org. member funds this year was set for each board member (down from the $100K target set at the end of last year by the Fundraising Task Force). Other avenues being pursued by the President are: a strong focus on costs and various efforts to identify new revenue streams.

V – ECC Memorandum of Understanding

At this point Jim Galvin, Vice President for Chapters, joined the meeting by telephone.

Jim presented a report on the status of the ECC Memorandum of Understanding.

Jim reported that 13 country chapters had agreed to sign the European Coordinating Council Memorandum of Understanding (MoU). With more country chapters expected to agree to sign soon. The original discussions were held with representatives of 28 country chapters and none of the representatives had opposed the proposed MoU, although not all of them had yet been heard from.

During the discussion it was noted that this MoU was assuming the Council of European States list of European countries instead of the list of member states of the European Union (EU). It was noted that the ISOC needed to figure out how to relate to the EU.

Jim requested that the board agree to the MoU. Consideration of Jim’s request was deferred until Sunday to give the board members a chance to read the draft MoU.

VI – Committee for Individual Members

Jim Galvin presented the report of the Committee for Individual Members. Jim noted that the report assumes that the ISOC feels that individual members will be an important part of ISOC’s future. Jim requested that the board support the membership structure in the report.

The board discussed the report of the Committee for Individual Members. It was pointed out that there was a significant budgetary component to the adoption of any such plan and that a number of details, such as the threshold on the minimum number of members, would have to be worked out before adding direct election of board members by individual members. A number of board members supported the general idea of establishing a class of professional membership where there would be a membership fee but worried that the ISOC needed to be able to state a value proposition for such members.

Glenn Ricart moved that the board support the notion of a new professional membership class and that we ask the CEO and staff to develop a value prop for the new class. Alan Greenberg seconded the motion.

After some discussion, the motion was amended to say 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. The motion carried, 8 in favor, 3 abstain.

Resolution 03-08 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

Erik Huizer moved to ask the ISOC staff to put systems in place to support to support a paying class of members. Alan Greenberg seconded the motion.

In the discussion about the motion it was made clear that the intent was that work on such systems should be started soon so that they could in place by the time they are needed to support the new membership class soon after the board approves the specifics of the new membership class.

The motion carried, 7 in favor, 4 abstain.

Resolution 03-09 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.

VII Lynn St. Amour continued the financial review.

A board member asked if the ISOC could use the PIR funds to balance the ISOC budget. Lynn reported that the agreement between PIR and ICANN restricts use of PIR funds to defined projects and that the funds could not be used to cover general ISOC expenses.

The board requested that Lynn provide to the board detailed information on the specific restrictions in the PIR/ICANN agreement.

The board noted the financial report and requested that the ISOC CEO investigate options to bring in enough surplus this year to cause balance sheet to be positive.

Lynn said that she would be contacting board members individually to get their specific involvement in recruiting new organizational members.

VIII IAB review – Leslie Daigle

Leslie Daigle, IAB Chair, joined the meeting and gave a review of IAB activities.

Leslie reported that the IAB has reduced the regularity of its invitational workshops, as these have not seemed the best tool for addressing architectural issues that have surfaced in recent months. The IAB is trying other activities to get technical review on special topics. She noted that there was a exploration of a specific issues that had been scheduled into a normal working group slot during the upcoming IETF meeting.

Leslie asked the board to review the IETF process for selecting ISOC trustees.

Leslie reported that the IAB was continuing to monitor ICANN and noted that the Protocol Supporting Organization (PSO) had been disbanded. A new ICANN Technical Liaison Group has been formed and the same people the IAB appointed to the PSO had been appointed to the new group. She also mentioned that John Klensin has been selected by the IAB as the IETF’s representative to the ICANN board.

Leslie was asked how many people ICANN had working on the IETF-related IANA function. She reported that it was between 1.5 and 2 people. She also reported that ICANN was defining a new position of manager of the overall IANA function.

Leslie was asked about liaison relationships between the IETF and the W3C and other related bodies. She reported that she was the IETF liaison to the W3C and that the IAB was open to appointing additional liaisons to other groups if warranted.

IX – IETF review – Harald Alvestrand

Harald Alvestrand, IETF Chair, joined the meeting and gave a review of IETF activity.

Harald gave an overview of the some of the IETF standards activities. He noted work on virtual private networks (VPNs), instant messaging (IM), new thinking on network management and quality of service. He reported that a number of important things were getting finished including the Session Initialization Protocol (SIP) and IP-based support for storage (IP Storage).

He also noted that there had been some organizational changes within the IETF secretariat and noted that the IETF was in the middle of a loud, prolonged and constructive debate on the IETF itself which may result in some new or revised processes soon.

Harald reported that the IETF was under some financial strain and had lost money last year (around $200,000). After a discussion during a plenary session at the last IETF meeting it had been decided to raise the meeting fee but this would not be sufficient by itself to correct the shortfall. He said that he and Lynn were in a discussion to see if there were any IETF projects that could be funded by ISOC or PIR to offset some of the IETF expense. Harald noted that the IETF was historically good at defining technology but is not active in seeking good press or sponsorships (other than meeting-level sponsors).

The board expressed concern about the IETF’s financial condition and wondered if the ISOC could figure out a way to provide more help.

In response to a question from a board member, Harald said that the IETF doesn’t initiate much liaison work. Some standards development organization seem to choose to ignore the IETF; there are others with which we have a constructive relationship. More effort in making sure the communication runs smoothly is definitely needed..

X – Public Interest Registry (PIR) Report – Ed Viltz

Latif Ladid moved that the board thank David Maher and Ed Viltz for the strong relationship between PIR and the ISOC. Erik Huizer seconded the motion. The motion passed unanimously.

Resolution 03-10 Thanking David Maher and Ed Viltz
RESOLVED the board thanks David Maher and Ed Viltz for the strong relationship between PIR and the ISOC.

Ed Viltz, President of the Public Interest Registry, presented the Public Interest Registry (PIR) report.

Ed reported that registrations in .org were growing quickly and were on track to reach 3 million by the end of the year. He reported that there was tension relating to whois because of the conflict between people who wanted easy access to information so that trademark and other issues could be investigated and those who were concerned with privacy.

Ed was asked how the relationship with Afilias Limited was going. He reported that things were going very well and that they had monthly meetings.

Ed was asked if any thought had been given to restricting registrations in .org in some way, to non-profit organizations for example. Ed replied that restrictions had been considered many times but rejected because it was too hard to do so usefully. He said that there were also other policy issues being discussed within PIR and that he would report on them when the ideas were mature.

XI – Schedule for the next ISOC board meeting

The next board meeting was scheduled for November 8th and 9th, 2003 in Minneapolis Minnesota. This is just before the next IETF meeting.

There will also be a board meeting around the time of INET in Barcelona Spain in May 2004. The meeting will be two days among May 8, 9, and 10. The exact days to be determined.

XII – Education Report – Randy Bush and Zita Wenzel

Zita Wenzel and Randy Bush, Vice Presidents for Education, presented the education report.

They pointed out that the Francophone tracks at the AfriNIC meeting were full tracks, not reduced content track as had been done some times in the past. They pointed out that an ISOC Education web portal is being developed. The web site includes donated and purpose-developed educational material as well as various aids/resources to support holding the workshop. Launch is expected this fall.

During the discussion it was noted that the intellectual property rights on all of the material on the web site needed to be understood and clearly stated.

They were asked what “non-profit in a box”, which appeared on their slides referred to. They responded that it was a startup kit for all of the information technology (IT) needed to create the Internet presence of a non-profit organization. They also explained that “ccTLD in a box” was the same sort of thing for setting up a ccTLD registry.

They were asked how the education effort related to the chapters and responded that they were working on how to distribute materials though the chapters as well as how to involve the chapters more deeply.

XIII – Public Policy Report – Mike Nelson

Mike Nelson, Vice President for Public Policy, presented the public policy report.

Mike described the World Summit on Information and Society (WSIS). The board discussed with Mike the level of involvement that the ISOC has had in the WSIS planning. Mike reported that Rosa Delgado and some people from ISOC chapters had been involved in some of the preparatory meetings for WSIS but that this participation should not be taken to mean that there is general ISOC support for WSIS.

The board and Mike discussed the ISOC Public Policy portal and the need for ISOC to be seen as a fair source of information for policy makers. The statement on the web site about WSIS was discussed and some concern was raised that some of the details on it might be confusing. Mike said he would look into areas of potential confusion.

A board member suggested that Mike try to get the chapters more involved in the public policy development process. Mike responded that he had tried to do so with mixed success.

XIV – Nominations Committee

The discussion about the process of selecting PIR board members resumed from the day before.

Lynn St. Amour reiterated that the selection process for the PIR board should be separate from the selection process for the ISOC board because they were separate organizations and because the selection requirements for the two boards were quite different. She suggested that the same process that was used last year be used again. That process consisted of the ISOC ExComm selecting a slate of candidates for the PIR board and presenting the slate to the ISOC board for their approval.

Glenn Ricart moved that the ISOC ExComm act as the nominations committee for candidates for the PIR board, and to present a slate of candidates to the ISOC board for consideration, Erik Huizer seconded the motion. The motion passed unanimously.

Latif Ladid, a member of the ExCom, was asked to take the leadership role in this effort.

George Sadowsky proposed the following membership for ISOC nominations committee: Osten Franberg, Pindar Wong, Raul Zambrano, Lamia Chaffai, Marie-Anne Delahaut, Nii Quaynor, and George Sadowsky (Chair).

Margaret Wasserman moved to approve the list as proposed, Glenn Ricart seconded the motion. The motion was approved with all in favor except for Osten Franberg, who abstained.

XV – Audit Committee

Glenn Ricart moved that the following people be selected for the audit committee: Glenn Ricart (Chair), Margaret Wasserman, George Sadowsky and Steve Crocker. Osten Franberg seconded the motion. The motion was unanimously approved.

XVI – Elections Committee

Margaret Wasserman moved that the following people be selected for the elections committee: Margaret Wasserman (Chair), Glenn Ricart and Ole Jacobsen. Kees Neggers seconded the motion. The motion was approved with all in favor except for Steve Crocker, who abstained.

Margaret noted that she will be recruiting additional members for the committee in the future.

XVII – ECC MoU

ECC MoU
Osten Franberg moved that the ISOC board formally accept the ECC MoU and thus, officially recognize the ECC as a regional council of the Internet Society. Alan Greenberg seconded the motion.

In the discussion Lynn was asked if the basic concept behind the MoU could be used in other regions. She answered that the idea of having additional councils was taken into account during the development of the ECC MoU.

The motion was unanimously approved.

Resolution 03-11 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

XVIII – INET 2004

Lynn St. Amour reported that, based on a visit to the proposed locale by herself, Kees Neggers and Rosa Delgado and in discussions with the organizers, she proposed holding an INET in Barcelona week of May 10, 2004. She reported that the proposal met the requirements the board had placed on future INETs in that there was no financial exposure for ISOC, that ISOC would be a full participant in the conference with a 50% split for the various committees. Lynn said that the ISOC should evaluate using this model for INETs in the future if it works well.

Margaret Wasserman moved that board support the ISOC President in working to finalize arrangements for INET 2004 in Barcelona. Latif Ladid seconded the motion.

During the discussion Lynn was asked if the expenses for speakers from developing countries would be covered. She reported that this was not currently in the plan but that it was something that the program committee would be able to work on. Lynn was also asked how the program committee was envisioned to work. She reported that the plan was to have a main joint program committee which would have designated subcommittees to focus on specific parts of the program.

The motion passed with all in favor except for Steve Crocker, who abstained.

Resolution 03-12 Planning for INET 2004
RESOLVED the ISOC board supports the ISOC President in working to finalize arrangements for INET 2004 in Barcelona

XIX – Missing Opportunities

The board then had a general discussion on what are we missing in what we are doing at this time.

The idea of offering tutorials for IETF newcomers was brought up. It was noted that there were ongoing discussions with the IETF chair and other IETF people about this idea. There is a need to make specific proposals.

A suggestion was made that the ISOC should have as a goal to have an ISOC chapter in every country.

Members were urged to remember the Internet fiesta and the suggestion was made to encourage other chapters to have an ISOC or Internet day.

The board was asked to consider the question “what would fall apart if we stopped existing?”

It was pointed out that it was a good idea for traveling ISOC board members to try to meet with high-level government officials when in a new country. The local chapter can often arrange this. Fred Baker reported that he did this whenever he could.

A suggestion was made to videotape interesting INET sessions and make the tapes available to chapters.

It was pointed out that there was still a lot of work to be done in developing countries. One thing that could be done was to let people know what was happening in the IETF.

Lynn St. Amour reminded the board that she kicked off the strategic planning a few weeks ago with two questions that were sent to the board. The board needs to keep them in mind over time, and keep the discussion started on the list and in this meeting going. She noted that the results of the strategic planning may have budget impact in the future.

It was suggested that the ISOC pursue a two-level formula with an over arching vision and specific topic threads.

A board member suggested that the ISOC needs to get to the stage where the first thing a board member no longer has to explain what the ISOC is when talking to someone in the general technical field. Another board member suggested that this goal should be stretched to be “when you meet new people in the field it is a reasonable assumption that they are members.

The meeting adjourned at 12:40pm Sunday.

Summary of Resolutions

Resolution 2003-6: Approving appointment of Vice President for Conferences

RESOLVED that the ISOC board approves Christian de Larrinaga as ISOC Vice President for Conferences.