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Board of Trustees Meeting Minutes

No. 45 (March 11-12, 2005)
Board Meeting Minutes

Minutes of Board Meeting No. 45

11 – 12 Mar 2005, Minneapolis, MN, United States

Author: S. Bradner
Date: 2005-03-11
Committee: BOT
Document: 05-45
Status: Unconfirmed
Maintainer: S. Bradner
Access: unrestricted

The ISOC Board of Trustees met from 1:43 pm to 7:00 pm U.S. CST Friday 11 March 2005 and from 8:30 am to 3:57 pm U.S. CST on 12 March 2005, proper notice having been provided to the Board of the meeting.

The following members of the Board of Trustees were present:

Fred Baker
Steve Crocker
Rosa M. Delgado
Erik Huizer
Veni Markovski
Desiree Miloshevic
Glenn Ricart
Lynn St. Amour (President)
Stephen Squires
Patrick Vande Walle
Margaret Wasserman
Pindar Wong

Also present were:

Scott Bradner (Secretary)
Lynn DuVal (ISOC Director of Finance)
Jim Galvin (VP Chapters and Individual Members)
Ed Juskevicius (AC Chair)
Mirjam Kuehne (Senior Program Manager)
David McAuley (Membership Manager)
Mike Nelson (VP Public Policy)
Terry Weigler (ISOC Office Manager)
Lyman Chapin (Consultant to ISOC)
Jonne Soininen (AC)
Hal Lubsen (AC)

The Chair of the ISOC board called the meeting to order at: 1:43 pm US CST.

I – Formal Business

(A) Approval of Minutes of past Board Meetings

Glenn moved to approve the minutes of the 38th & 44th meetings of the ISOC Board. Patrick seconded the motion. The motion passed unanimously except for Pindar, who abstained.

Resolution 05-02: Approval of the minutes of past meetings.

RESOLVED that the minutes of the 38th and 44th meetings of the ISOC Board be approved.

(B) Confirmation of Electronic Votes

I – Approval of BCP-07 – IETF Administrative Support Activity

II – Reconfirming Resolution 96-12 (Support for the IETF)

III – IAB Slate

IV- Chapter Project Funding Proposal

Steve Crocker moved to reconfirm the four electronic votes taken since the last board meeting. Veni seconded the motion. The motion passed unanimously except for Pindar, who abstained.

Resolution 05-03: Confirmation of electronic votes.

RESOLVED that the electronic votes to approve BCP-07, to reconfirm Board resolution 96-12, to approve the 2005 IAB slate and to adopt the chapter funding proposal be confirmed.

II – ISOC BoT Chair Address – F. Baker

Fred noted that the ISOC had gone through an interesting period over the last year and a half particularly due to the IETF restructuring. He said that the restructuring is not yet done but that the board involvement is largely behind us. He said that it was time for the board to turn to thinking about the things that make the ISOC necessary beyond the support for the IETF.

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

2004 Review – 2005 Plan/Budget Recap (URL)

Lynn then presented the President & CEO’s Report. She went over the operating goals that the board established for the President and said she believed that all of the goals had been met but that the formal review with the Chair had not yet been held as they were awaiting the 2004 financial statements to be complete.

She then reviewed the 2004 activities for each of the pillars, ISOC communications and publications, and PIR. She noted that a committee has been formed to review the commitments that were made in the .org bid to ICANN and to ensure that the commitments were being met.

Lynn then provided a preliminary 2004 financial summary. She reported that the ISOC net assets were now $1M USD and that the 2004 surplus is projected to be $450K vs. the budget of $102K. She also reviewed the 2004 P&L summary in some detail. She said that individual member revenue was $47K behind budget and that organizational member revenue was $478K behind budget but that these decreases were mostly offset by the $500K increase in .org funds. Lynn also reported that total expenses were lower than budgeted by $472K largely because the IETF restructuring expenses were about $500K less than requested.

The board discussed the SEINIT project. Lynn reported that the Consortium is reviewing the project in detail. She also noted that ISOC’s role is largely training and dissemination.

Lynn then reviewed the recently approved 2005 budget, the historic expenditures for each of the ISOC pillars, the 2005 financial goals, and the 2005 strategic & operational priorities. She reminded the board that the .org renewal process will start in 2006. She said that the 2005 budget when viewed in terms of the pillars worked out to be 43% for standards, 34% for policy and 23% for education. Lynn also provided projections of the 2005 IETF budget and the ISOC budgets through 2008.

IV – IETF & IAB Review (with members of IASA TT present)

(A) IETF review – Harald Alvestrand & Brian Carpenter (new IETF Chair) Brian Carpenter thanked Harald for his work as IETF chair over the last 4 years. He also said that this week’s IETF meeting went quite well (except for some glitches with the network). He stressed that the IETF – ITU-T relationship was an important issue, the relationship was going well but that we needed to be sure that it stayed that way. Harald said that the IETF was doing important work and pointed to the recent IP storage protocols as an example. Brian said that the IETF leadership was very thankful for the support from the ISOC. He gave the audio streaming of the IETF sessions this past week as a specific example of the kind of things that the ISOC supports.

(B)IAB review – Leslie Daigle Leslie Daigle gave an overview of recent IAB activities. (URL) She also reviewed the documents that the IAB has produced since the last ISOC board meeting. She said that the IAB is thinking about holding a retreat to think about evolving the IAB’s role in providing architectural oversight for the IETF.

(C) IETF Admin. Support Activity (IASA) – IETF/IAB Chairs and members of the IASA transition team. Leslie Daigle provided an overview of the status of the IASA activity. (URL) She reported that the transition team had received a document from Neustar outlining their perspective on how to establish a relationship between Neustar and the IETF but had not yet evaluated it. The board and visitors discussed the situation.

V – Strategic Operating Plan (SOP) Introductory Session 2005 Plan:

(A) Education – Mirjam Kuehne Mirjam Kuehne presented an overview of the education program. (URL) She reviewed each of the individual efforts. Glenn asked if there were still pockets of the world population that do not have a basic understanding of what the Internet is. Mirjam and Lynn responded that there were but it was complex to quantify as there are many different levels of understanding (and of the Internet). Glenn suggested that it would be useful to develop some metrics for understanding the distribution of user and operational knowledge of the Internet and to map the change in distribution over time.

(B) Policy – Mike Nelson Mike Nelson presented an overview of the ISOC policy programs for 2005. (URL) He also listed some of the important Internet-related intergovernmental meetings to be held in 2005 and 2006 and suggested ways that ISOC chapters and members could get better involved in ISOC policy-related activities.

Fred and Stephen suggested that the ISOC try to develop contacts with the lobbyists working for ISOC member companies in Washington and Brussels to better educate them about the ISOC’s message.

(C) Strategic Operating Plan (SOP) Introduction – Lyman Chapin Lyman presented some topics for the board to think about overnight. (URL)

VI – Executive Session concerning the status of the IETF restructuring The board then met in executive session to discuss the status of the IETF restructuring effort.

The board meeting then adjourned for the day at 7:01 pm US CST.

The board meeting reconvened Saturday morning at 8:30 am US CST.

VII – Strategic Operating Plan (SOP) Introductory Session 2005 Plan – continued

(A) Organization Members, Individual Members & Chapters – David McAuley/Jim Galvin

David McAuley reported on the current staff activities concerning the move of our mailman lists, which is scheduled to go live tomorrow, and various ISOC member programs. (URL) David mentioned that the ISOC is exploring the use of a new marketing firm. Stephen suggested that ISOC Board members of Org. Member companies be contacted before any new marketing contact is made to their companies.

David briefly discussed the new GoMembers membership management and finance system. In response to a question from a board member David said that documentation on the GoMembers system would be provided to the chapters. Patrick expressed concern of the negative implications if the GoMembers system could not support chapter-based registration pages. Jim Galvin said that he did not think that the GoMembers system would be able to support that operation initially.

David said that there had been a negative response from a number of chapters to the recent announcement of the $75 ISOC Member class. He said that he and Jim felt that the Board had been quite consistent in asking for such a membership class but that the board needed to discuss the issue.

David then reported on the status of ISOC chapter activities. He said that 57 of the 75 chapters recently confirmed their voting representatives. Jim mentioned that 57% of current ISOC members are in chapters. Rosa suggested that the ISOC create an award for exceptional chapter activities and an active process by which the staff can track and publicize chapter activities.

Steve asked if the ISOC was communicating with ICANN over ICANN’s local ALAC activities. David said that there was not much current communication. Steve also suggested working with ccTLD operators to see if they might be interested in supporting or creating local ISOC chapters.

Fred said that he had received an email message asking if the ISOC (at the chapter level or headquarters) could provide system support for blogs, email lists, etc. David said that this was an interesting idea that it would be good to engage the chapters to see if they would like such support.

David then returned to the issue of the new individual member category and asked the board for direction on this issue. In response to a question from Glenn, David said that the ISOC had 71 individual paying members last year and 12 people had signed up since the new membership category was announced.

Lynn said the issue before the board was a strategic one – if the Board reconfirmed that they wanted a percentage of Trustees elected by direct individual member vote – management could adjust the program to address many of the concerns. Erik said that he felt that chapters were an indispensable part of ISOC but that the significant differences between chapters meant that chapter-based elections to the board would not, by themselves, provide the proper constituency for popularly elected board members. He said that he had reviewed the discussion on the chapters list and felt that the board did need to take into account some of the issues raised there. Steve said that he worried somewhat about the tendency for any paid membership to be influenced by the digital divide such that such members would tend to come from the developed countries. Erik said that this was a worry but that the digital divide issue comes up in many things the ISOC does so we need to be aware of it but that the worry should not stop the ISOC from acting. Patrick noted that one of the problems with a paid membership was that it could be difficult for some people to physically process payments even if the finances supported it.

Jim reminded the board that previous ISOC attempts for chapter-based certification of individual members and for chapters collecting dues had caused problems including ballot stuffing and failures of chapters to properly notify ISOC of the status of individual chapter members.

Stephen suggested that the ISOC establish a process by which ISOC could centrally collect dues but also could enable chapters to do so as they developed the ability to do so.

Lynn said again that it was important for the board to discuss the basic principals of how the board members should be selected — if one of those principals is that the board should have board members that are directly elected by members then the details could be worked out.

Margaret also said that the board needed to figure out what the ISOC wants to do with members not focus on the details of collecting dues. Pindar noted that while the ISOC having individual members would not likely be profitable such members are important for the ISOC to be true to its motto that “The Internet is for everyone.”

Lynn in summarizing the discussion, said that she felt that the board had consistently held to the principal that some of the board members should be directly elected and that the new individual members program was too new to be able to tell how effective it was going to be.

Lynn said that based on this discussion management would work with the chapters to refine the new individual members program.

Erik suggested that the ISOC initiate a program of holding a meeting of chapters representatives three times per year — maybe by teleconference. He also asked if policies for management of mailing lists could be made clearer. Lynn took an action item to ensure that clear policies for the ISOC mailing lists were developed and brought to the board.

Veni said that he felt that chapters would tend to become more responsive after the new project funding process is launched next month. He also suggested that the proposed project support process be provided to the chapters for their comment a few weeks before the process is launched. David McAuley said staff was planning to do just that.

VIII – Strategic Operating Plan (SOP) – Lyman Chapin

Lyman then discussed the changes that people had suggested in the draft Strategic Operating Plan (SOP) over the last few days. (URL) The board discussed the suggested changes and proposed others. Lyman will revise the SOP and send it back through the same review process used for this round (and that is send it to the Board, to the Org. Member AC and to Chapter Delegates). The review process will be extended a bit later into the process as the SOP was more complete.

Lyman then listed a set of topics for board discussion. He asked the board if they felt that the board was close to consensus on the topics. Glenn said that he felt that the question would be easier to answer after the board received the revised SOP. Mike Nelson reminded the board of a comment that came up yesterday which was that the SOP did not address the question of where the ISOC would be getting its funding in a few years.

Lynn asked the board to specifically think about the role of chapters. Lyman said that originally ISOC did not have chapters — chapters were created in 1994 to be a way for individual members to get together locally. Fred suggested that it would be better to review how the overall membership — individual, chapter and organizational — relate to the ISOC activities.

Margaret said that she was not all that happy with the current SOP. She said that the SOP fell back on the old concept of 3 pillars and each one has some activities. She said that she felt that the ISOC tried to protect the Internet model that is embodied in the IETF standards — the way the Internet is governed, the way things are allocated/registered and operated, etc. Several people made the point that this was meant to be embodied in the Vision and Mission statements as part of the overall view of ISOC.

IX – ISOC Nominations Update – Margaret Wasserman/George Sadowsky

Margaret reported that the nomcom had received 35 nominations. She said that the nomcom has reviewed the nominations and, based on the review of the nomination forms and qualifications, the nomcom has developed a preliminary list of about 12 candidates. She reported that the nomcom expects to reduce the list a bit more and then will initiate an interview process to produce the final list of candidates.

Margaret said that the nomcom was running a bit behind schedule and that she would work with George Sadowsky to develop a revised elections schedule for presentation to the board.

IX – Comments from the PIR BoD Chair – Eva Frolich

Eva provided an update on the PIR. She said that the PIR board was now focusing on registry services and on ensuring that PIR, Afilias and the ISOC were working well together. She said that she was developing an agenda with the PIR CEO for going forward that she will bring to the PIR board soon. Glenn said that the PIR board, with Eva as chair, has been able to start to set the PIR agenda.

Margaret asked when Eva expected that PIR would be able to figure out how the cash flow to ISOC will work for future years. Eva said that the information on the cash flow would soon be good enough to figure out when the funds will flow to the ISOC and how much there would be. Hal Lubsen, President of Afilias, said that the numbers had come in for January and February and they indicated a significant improvement over a year ago.

X – ISOC Board Meeting (closed session). The board then went into a closed session.

The chair entertained a motion for adjourn. Pindar moved to adjourn, Glenn seconded the motion. With no one in objection the chair adjourned the meeting at 3:57pm U.S. CST.

Summary of Resolutions

Resolution 2005-2: Approval of the minutes of past meetings.

RESOLVED that the minutes of the 38th and 44th meetings of the ISOC Board be approved.

Resolution 2005-3: Confirmation of electronic votes.

RESOLVED that the electronic votes to approve BCP-07, to reconfirm Board resolution 96-12, to approve the 2005 IAB slate and to adopt the chapter funding proposal be confirmed.