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Board of Trustees Meeting Minutes

No. 49 (August 5-6, 2005)
Board Meeting Minutes

Minutes of Board Meeting No. 49

05 – 06 Aug 2005, Paris, France

Author: S. Bradner
Date: 2005-08-5
Committee: BOT
Document: 05-49
Status: Unconfirmed
Maintainer: S. Bradner
Access: board-only

The ISOC Board of Trustees met from 2:36 pm to 6:30 pm CEST on 5 August 2005 and from 8:10 am to 12:45 pm on 6 August 2005 in Paris France, proper notice having been provided to the Board of the meeting.

The following members of the Board of Trustees were present:

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

Apologies were received from Veni Markovski.

Also present were:

Scott Bradner (Secretary) (on conference call)
Odile Ambry (ISOC France)
Sebastian Bachollet (ISOC France)
Jonne Soininen (AC member)
Ed Juskevicius (ISOC AC Chair)
Brian Carpenter (IETF Chair)
Leslie Daigle (IAB Chair)
Lucy Lynch (IAOC Chair)
Ray Pelletier (IAD)
Ed Viltz (PIR CEO)
Peter Koch (ISOC Germany)
Lyman Chapin (Consultant)
Lynn DuVal (ISOC Staff)
Jim Galvin (VP Chapters and Individual Members)
David McAuley (ISOC staff)
Mike Nelson (VP Public Policy)
Peter Godwin (ISOC Staff)
Mirjam Kuehne (ISOC Staff)
Martin Kupres (ISOC Staff)
Nelson Sanchez (ISOC Staff)

A quorum was present on both days.

The meeting was open to observers.

The President ISOC called the meeting to order at: 2:36 pm.

I – Election of Officers

A/ Board Chair
Lynn reviewed the Board of Trustees process for the election of the Chair of the Board. She noted that Fred Baker was the only board member that had indicated that he was putting his name forward for the chair role.

At this point Fred left the room.

Stephen Squires moved to vote Fred as chair for the next year. Pindar seconded the motion. After a short discussion Fred was elected as chair by secret ballot with all in support, except for one abstention.

Resolution 05-11: Election of Chair.

RESOLVED that Fred Baker be elected as Chair of the ISOC Board.

Fred then returned to the room and as the newly reelected Chair assumed management of the meeting at 2:40 pm.

B/ Ad Hoc board committees
Fred moved that the board continue the AdHoc PIR and ISOC IASA board committees. Pindar seconded the motion. The motion passed unanimously.

Resolution 05-12: Ad Hoc board committees

RESOLVED that the Ad Hoc PIR and ISOC IASA board committees be continued.

C/ Officers and other positions
Fred moved the following with respect to ISOC officers:
Secretary: Scott Bradner
Treasurer and Audit Committee Chair: Glenn Ricart
Nominations Committee Chair: Desiree Miloshevic
Elections Committee Chair: Veni Markovski
and Steve Crocker as the Chair of the Ad Hoc ISOC IASA committee
and Glenn Ricart as the Chair of the Ad Hoc PIR committee

Daniel seconded the motion. The motion passed unanimously.

Resolution 05-13: Officers and other positions

RESOLVED that Scott Bradner be appointed Secretary, Glenn Ricart be appointed Treasurer and Audit Committee Chair, Desiree Miloshevic be appointed Nominations Committee Chair, Veni Markovski be appointed as Elections Committee Chair, Steve Crocker be appointed the Chair of the Ad Hoc IASA committee and Glenn Ricart be appointed the Chair of the Ad Hoc PIR committee.

Fred moved that the excom consist of – Fred Baker, Steve Crocker, Glenn Ricart, Patrick Vande Walle and Desiree Miloshevic, with ex-officio members Lynn St Amour (as president), Glenn Ricart (as Treasurer) and Scott Bradner (as Secretary).

Daniel seconded the motion. The motion passed unanimously.

Resolution 05-14: Executive Committee

RESOLVED that the ISOC Executive Committee consist of Fred Baker, Steve Crocker, Glenn Ricart, Patrick Vande Walle and Desiree Miloshevic, with ex-officio members Lynn St Amour (as president), Glenn Ricart (as Treasurer) and Scott Bradner (as Secretary).

II – ISOC BoT Chair Address

Fred said that he felt that the strategic operating plan was a good outline of what the ISOC should be doing as well as working out future directions.

Fred then asked Lyman Chapin to review the current version of the Strategic Operating Plan (SOP). Lyman outlined the differences in the latest version of the SOP.

Margaret moved to adopt the Strategic Operating Plan version 3.3 as the prime strategic directive from the board of Trustees to Lynn St Amour CEO and to be the blueprint of an ISOC operating plan. Stephen seconded the motion. The motion passed unanimously except for Glenn who abstained.

Resolution 05-15: Adopting the ISOC Strategic Operating Plan

RESOLVED that the ISOC Board adopts Strategic Operating Plan version 3.3 as the prime strategic directive from the board of Trustees to Lynn St Amour CEO and to be the blueprint of an ISOC operating plan.

III – IETF

IETF Update
Brian Carpenter presented information about the just finished IETF meeting. He noted that the number of attendees was up somewhat from recent meetings. He also noted that there were a number of representatives from ITU-T Study Groups since the ITU-T Director had decided that it would be good for them to understand the IETF better.

Brian noted that there had not been any consensus to change the IETF’s IPR rules and that there were active discussions about changing the IETF standards process. He also noted that there were ongoing discussions about IETF document publication and the role of the IESG. Brian told the board that they should expect to receive additional documents describing IETF processes in the future. In response to a question he said that he did not know how long it would take to develop new process documents.

IAB Update
Leslie Daigle presented about the activities and output of the IAB.

C/ IASA Update and Review
Lucy Lynch provided an overview of the status and activities of the IASA. She noted that the IASA was finalizing the details of a proposed trust for the IETF to hold IETF, CNRI and ISOC IETF-related IPR in trust for the IETF.

Steve moved that WHEREAS the IETF Trust (“Trust”) is to be created to acquire, hold, manage, maintain, protect and license the intellectual property rights (“IPR”) of the IETF for the benefit of the IETF Community

WHEREAS the Settlors of the Trust are the Corporation for National Research Initiatives (“CNRI”) and the Internet Society (“ISOC”)

WHEREAS the Settlors are to contribute all rights, title and interest in all IETF IPR held by them to the Trust

WHEREAS the Trustees of the Trust are to be the members of the IETF Administrative Oversight Committee (“IAOC”) including the IETF Administrative Director (“IAD”)

Be It Resolved that simultaneously with the execution of appropriate documents that create the Trust by the Settlors ISOC contributes all of its IETF IPR then currently held

Be It Resolved that any and all IETF IPR that comes into the possession of ISOC subsequent to the creation of the Trust shall become the property of the Trust

Be It Further Resolved that the President of ISOC is hereby authorized to execute such documents as necessary to effect the foregoing, including creation of the IETF Trust, the contribution of all IETF IPR held by ISOC at the time of Trust creation and thereafter, and, as necessary or appropriate, to execute such other documents, correspondence or the like to provide assurances of the commitment of ISOC to the foregoing actions.

Margaret seconded the motion.

The board discussed the motion. Pindar noted that the motion had undergone legal review. The motion passed with Desiree, Daniel & Erik abstaining.

Resolution 05-16: Authorizing the signing of an IETF Trust

WHEREAS the IETF Trust (“Trust”) is to be created to acquire, hold, manage, maintain, protect and license the intellectual property rights (“IPR”) of the IETF for the benefit of the IETF Community

WHEREAS the Settlors of the Trust are the Corporation for National Research Initiatives (“CNRI”) and the Internet Society (“ISOC”)

WHEREAS the Settlors are to contribute all rights, title and interest in all IETF IPR held by them to the Trust

WHEREAS the Trustees of the Trust are to be the members of the IETF Administrative Oversight Committee (“IAOC”) including the IETF Administrative Director (“IAD”)

Be It Resolved that simultaneously with the execution of appropriate documents that create the Trust by the Settlors ISOC contributes all of its IETF IPR then currently held

Be It Resolved that any and all IETF IPR that comes into the possession of ISOC subsequent to the creation of the Trust shall become the property of the Trust

Be It Further Resolved that the President of ISOC is hereby authorized to execute such documents as necessary to effect the foregoing, including creation of the IETF Trust, the contribution of all IETF IPR held by ISOC at the time of Trust creation and thereafter, and, as necessary or appropriate, to execute such other documents, correspondence or the like to provide assurances of the commitment of ISOC to the foregoing actions.

Stephen moved to thank the IAOC for their efforts to resolve this issue and to express the ongoing support of the ISOC. Daniel seconded the motion. The motion passed unanimously.

Resolution 05-17: Expressing thanks to and support of the IASA

RESOLVED that the ISOC board thanks the IAOC for their efforts to resolve this issue and to express the ongoing support of the ISOC.

Ray Pelletier (IAD) provided an update of his work as the IAD. He noted that a lot of activities have now started including discussions with Neustar and the RFC Editor but there was a lot left to do.

IV – PIR

Eva Frolich (PIR Board Chair) joined the meeting via telephone and introduced Ed Viltz (PIR President and CEO). Ed presented the status and activities of PIR. He said that registrations in .org are growing strongly currently being about 7% of the US domain name market. Ed reported that the revenues were running ahead of budget. Ed described the 20-member PIR advisory council and its activities. He also said that PIR was developing a new web site that includes a number of functions that were mentioned in the original .org bid. Ed described the PIR policy efforts that are headed up by David Maher. Ed reported that PIR had installed a rate limit on the use of whois to limit data mining. He also reported that PIR now supports 9 languages in .org and 6 languages on the PIR web site. Ed described the PIR .org 2005 outreach program that includes reduced rates for domains registered in developing countries. He said that this outreach program will be continued past the end of the year if it has been successful.

V – President’s Report

Lynn then gave the president’s report. She reported that ISOC is in a healthy financial position but that there are many activities calling for support and she will be starting a number of new fund raising activities soon. Lynn noted that the ISOC is well known for its support of the IETF and for helping to bring the Internet to developing countries. She noted that now is the time to identify new opportunities that will define ISOC just as the IETF and Developing Country activities have. She reported that the increased growth of .org registrations will mean a significant increase in ISOC’s activities supported by the .org funds over the next 3 years. She said that as the .org funds from PIR continue to exceed their budget commitments, ISOC has found itself in a position where our ambitions are always ahead of our resources. But as these funds have now reached a level where they are sufficiently high and are sufficiently stable, planning will be much easier and resource restructuring is already under discussion.

Lynn reviewed the ISOC support needs for the IETF. She said that the numbers were very preliminary and had not been seen by the IETF community since detailed revenue and cost information was not yet available. She noted that in the future the IAD would be presenting the IETF-related part of the budget to the board.

She noted that the organization member revenues were now expected to fall behind budget targets and that actions were being taken to minimize the shortfall. She also noted that there was a separate agenda item on this topic scheduled for later in the day. Lynn said that ISOC expenses were running behind budget due to careful management as well as the process of hiring to fill some open slots taking longer than expected. She also said that she expected to be able to announce one or two hires in the next few weeks.

VI – Chapters and Individual Members

David McAuley discussed the chapter-related activities over the last years. He then introduced Sebastien Bachollet the chair of the French ISOC Chapter in France. Sebastian welcomed the board and briefly described the activities of ISOC France. He then introduced Odile Ambry who described ISOC France’s newsletter “Societes de l’information.” Sebastian then discussed possible relationships between ISOC chapters and ICANN’s ALAC with the board. Steve and Pindar thanked Sebastian for his presentation and praised the activities of the ISOC French chapter. Mike Nelson asked if the chapter engaged in much direct policy work with the French government. Sebastian said that they were trying to do more than they had done in the past. Odile described the chapter’s outreach efforts including her efforts to get the press involved in Internet topics.

David noted the successful rollouts of the GoMember database and the project funding process. He said that the ISOC newsletter is being revised to empower chapters to control the content of the sections relating to chapters. David then kicked off a board discussion of the current state of the relationship between ISOC and its chapters. In response to a question he and Jim Galvin reported that the chapters discussed the proposed SOP in several IM forums with a particular focus on the needs of chapters. They said that two of the IM forums were specifically focused on the relationship between ISOC and the Chapters described in Section 6.3 of the SOP. David noted that, although the forums were well attended, there were not many comments on this subject and that folks focused on other matters.

Peter Koch, chair of the German ISOC Chapter joined the discussion and suggested that there was an opportunity to have some type of regional discussion forum for ISOC chapters. David mentioned the ISOC ECC effort and noted that the details of the relationship between the ECC and ISOC still needed to be agreed to. Patrick said that he felt that the existing ECC MoU defined the relationship, other board members agreed but said that they felt that the MoU was not specific enough. The board and guests then discussed the desired relationship between the ISOC and the ECC. Patrick suggested that a contract be developed between the ISOC and the ECC that defined the relationship in return for the ECC using the ISOC name.

Glenn moved that ISOC reinforces its previous resolutions to endorse and support the ISOC-ECC and encourages it to proceed with all due speed in creating a legal entity. As agreed in the 2003 MOU, ISOC has chartered ISOC-ECC to be a part of ISOC, supporting ISOC’s mission, principles, and goals, and coordinating with ISOC on international initiatives. ISOC looks forward to reviewing and approving the legal documents required to set up and operate ISOC ECC just as it does with all chapters and coordinating councils. Margaret seconded the motion. The motion passed unanimously except for Pindar who abstained.

Resolution 05-18: Supporting the ECC

RESOLVED that the ISOC reinforces its previous resolutions to endorse and support the ISOC-ECC and encourages it to proceed with all due speed in creating a legal entity. As agreed in the 2003 MOU, ISOC has chartered ISOC-ECC to be a part of ISOC, supporting ISOC’s mission, principles, and goals, and coordinating with ISOC on international initiatives. ISOC looks forward to reviewing and approving the legal documents required to set up and operate ISOC ECC just as it does with all chapters and coordinating councils.

VII – Organization Members

David initiated a discussion of ISOC organizational members by reminding the board that the number of organizational members was less than what had been predicted in the budget. The board discussed possible approaches to increasing the number of organizational members. David reported that he was going to be able to dedicate more of his time to this area since a number of other membership-related efforts are wrapping up. Jonne Soininen described his difficulty in persuading other organizations to join the ISOC. He said that in his experience the ISOC’s support of the IETF is the most important recruiting tool. Steve said that we need a focus on the concrete value proposition, but we also need a stronger approach toward fund raising. This involves allocation of resources internally. Lynn said that she agreed and that she was looking at staff changes to better support this area, basically she is looking at separating IM’s & Chapters from Org. Members and at other changes.

VIII – Policy

Mike Nelson presented a report on the status of the ISOC policy efforts. He noted that these efforts covered a wide range of topics from Internet security to governmental telcom regulations, anchored in the work of the open private sector standards organizations including the IETF. He described a number of the key areas where ISOC is focusing its work including some very worrisome proposed national or international regulations. He also brought the board up to date on the ISOC’s Internet Champions project in India and on the survey of ISOC members on WSIS currently under way. He asked for board input on ISOC’s policy related efforts.

Daniel said that the current policy and “governance” debates are driven partly by anti-US sentiments and that sentiments are mostly emotions fed by perceptions. He reported that ISOC is often perceived to be US-centric and those opposed to ISOC’s goals and principles exploit this. He believes that the ISOC has to work actively to counter this perception and to project that we are in fact a global organization, which is going to take a conscious effort. He said that these comments are based on his observations of the “governance” debate and a significant number of unsolicited comments he received once his name appeared on the trustee ballot.

IX – Education Associated Strategic Goals & Objectives

Mirjam presented the education report and summarized it by saying that all the programs were on track and that she encouraged Trustees to submit any other ideas they might have. Daniel thanked Mirjam and asked the Board to acknowledge her responsiveness to the time pressures she faced in being last on the agenda. The Board did so.

SEINIT project – http://www.seinit.org A point was brought up re ISOC’s role in government sponsored programs and was deferred for discussion at another time.

The public meeting was adjourned at 12:45 pm.

Summary of Resolutions

Resolution 2005-11: Election of Chair.

RESOLVED that Fred Baker be elected as Chair of the ISOC Board.

Resolution 2005-12: Ad Hoc board committees

RESOLVED that the Ad Hoc PIR and ISOC IASA board committees be continued.

Resolution 2005-13: Officers and other positions

RESOLVED that Scott Bradner be appointed Secretary, Glenn Ricart be appointed Treasurer and Audit Committee Chair, Desiree Miloshevic be appointed Nominations Committee Chair, Veni Markovski be appointed as Elections Committee Chair, Steve Crocker be appointed the Chair of the Ad Hoc IASA committee and Glenn Ricart be appointed the Chair of the Ad Hoc PIR committee.

Resolution 2005-14: Executive Committee

RESOLVED that the ISOC Executive Committee consist of Fred Baker,Steve Crocker, Glenn Ricart, Patrick Vande Walle and Daniel Karrenberg, with ex-officio members Lynn St Amour (as president), Glenn Ricart (as Treasurer) and Scott Bradner (as Secretary).

Resolution 2005-15: Adopting the ISOC Strategic Operating Plan

RESOLVED that the ISOC Board adopts Strategic Operating Plan version 3.3 as the prime strategic directive from the board of Trustees to Lynn St Amour CEO and to be the blueprint of an ISOC operating plan.

Resolution 2005-16: Authorizing the signing of an IETF Trust

WHEREAS the IETF Trust (“Trust”) is to be created to acquire, hold, manage, maintain, protect and license the intellectual property rights (“IPR”) of the IETF for the benefit of the IETF Community WHEREAS the Settlors of the Trust are the Corporation for National Research Initiatives (“CNRI”) and the Internet Society (“ISOC”) WHEREAS the Settlors are to contribute all rights, title and interest in all IETF IPR held by them to the Trust WHEREAS the Trustees of the Trust are to be the members of the IETF Administrative Oversight Committee (“IAOC”) including the IETF Administrative Director (“IAD”)

Be It Resolved that simultaneously with the execution of appropriate documents that create the Trust by the Settlors ISOC contributes all of its IETF IPR then currently held

Be It Resolved that any and all IETF IPR that comes into the possession of ISOC subsequent to the creation of the Trust shall become the property of the Trust

Be It Further Resolved that the President of ISOC is hereby authorized to execute such documents as necessary to effect the foregoing, including creation of the IETF Trust, the contribution of all IETF IPR held by ISOC at the time of Trust creation and thereafter, and, as necessary or appropriate, to execute such other documents, correspondence or the like to provide assurances of the commitment of ISOC to the foregoing actions.

Resolution 2005-17: Expressing thanks to and support of the IASA

RESOLVED that the ISOC board thanks the IAOC for their efforts to resolve this issue and to express the ongoing support of the ISOC.

Resolution 2005-18: Supporting the ECC

RESOLVED that the ISOC reinforces its previous resolutions to endorse and support the ISOC-ECC and encourages it to proceed with all due speed in creating a legal entity. As agreed in the 2003 MOU, ISOC has chartered ISOC-ECC to be a part of ISOC, supporting ISOC’s mission, principles, and goals, and coordinating with ISOC on international initiatives. ISOC looks forward to reviewing and approving the legal documents required to set up and operate ISOC ECC just as it does with all chapters and coordinating councils.