Donate

Board of Trustees Meeting Minutes

No. 5 (June 13-14, 1994)
Board Meeting Minutes

Minutes of Board Meeting No. 5

13 – 14 Jun 1994, Prague, Czech Republic

Author(s):G. Huston (Secretary)
Date: 1994.07.12
Committee:
BoTDocument: 94-250
Revision: 2
Supersedes:
Status: Confirmed
Maintainer: G. Huston
Access: Unrestricted

A regular Meeting of the Board of Trustees of Internet Society, a non profit corporation organised under the laws of the District of Columbia, U.S.A. (“ISOC”), was held pursuant to notice at the Forum Hotel, Prague, Czech Republic, on Monday June 13 1994 and Tuesday 14 June 1994.

Vinton G. Cerf, President of ISOC, assumed the duties of Chairman of the Meeting and called the Meeting to order at approximately 9:00 am. on February 7. Geoff Huston, Secretary of ISOC, assumed the duties of Secretary of the Meeting and recorded the Minutes.

1. Attendance

The following Trustees were present at the Meeting: Scott Bradner, Charles N. Brownstein, Vinton G. Cerf, Susan Estrada, Ira Fuchs, Frode Greisen, Geoff Huston, Haruhisa Ishida, Robert E. Kahn, Tomaz Kalin, Lawrence H. Landweber, Kees Neggers, Jean A. Polly, Jon Postel, Michael Roberts and Anthony M. Rutkowski (ex-officio).

Absent were A. Lyman Chapin and Dave Farber.

A quorum was present on both days.

2. Approval of Minutes

The Minutes of the Meeting of the Board of Trustees held on February 7 – 9 1994, at Reston, Virginia, U.S.A., had been distributed for review prior to this Meeting (ISOC Document 94-150).

Following discussion, Item 4 (President’s Report), paragraph 2 was revised to read: “The President noted that the ISOC Secretariat function will be moving to new accommodation in 1994 in the Reston area.”. Item 5 (Treasurer’s Report), included an additional paragraph to be appended to the body of the report: “The Board agreed to establish an Audit Committee, and Trustees Greisen, Kahn and Roberts were nominated as the committee members.”. The Minutes, as amended, were unanimously approved.

The Board agreed to proceed with the material provided for the meeting although noting that such material was not provided to Trustees two weeks in advance of the meeting date in accordance with the adopted procedures.

3. Actions Arising from the Meeting

3.1 1994 ISOC Trustee Election Nominations Committee

The Board noted the publicly posted notice used as the call for Nominations by the ISOC Nominations Committee (ISOC Document 94-160).

3.2 ISOC Audit Committee

The Board noted the memorandum prepared by the ISOC Audit Committee, as previously circulated (ISOC Document 94-170). The Board noted that the Committee recommended to the Board that a number of actions be undertaken within the responsibility of the Executive Director and the Audit Committee, and that the Committee recommended a set of procedures be adopted by the Board.

The Board noted that the response from ISOC to the Audit Committee report is targetted for July 1994 where the material can be assembled without delay, and for the complete response tobe completed within a timeframe to allow sufficient time for adequate review prior to the next Board meeting. Other recommended actions in the report were suggested to be completed by the June Board meeting, and the Board noted that these actions should now be completed by no later than the next meeting of the Board.

Resolution 94-15: Financial Procedures

RESOVED, that ISOC adopt the financial procedures as recommended by the Audit Committee, as an interim measure until such time as a manual describing the internal controls and accounting procedures to be used by ISOC for managing its finances has been adopted:

 

  1. In the absence of a full-time business office manager, the ISOC accountant shall hold all ISOC checks and be personally involved in all transactions that involve the expenditure of funds from the ISOC bank accounts.
  2. At least two parties shall be involved in all transactions that involve the expenditure of funds from the bank accounts. In particular, and to the extent possible, the requestor of a disbursementshould not be the one to sign the check.
  3. All revenue and expenditures of ISOC shall be properly vouchered.
  4. Provide quarterly financial updates to the Board of Trustees including at a minimum:
    1. the then current income statement and balance sheet and
    2. fiscal year projections in both cash and accrual form.

    The projections shall be actual to date and estimates to the end of the year.

  5. Provide a plan to the Audit Committee by April 30, 1994 for management of cash, limiting bank exposure (ie. staying within FDIC insurance limits, and investment of current assets)
  6. If other than IRS guidelines are to be used for depreciation, please let the audit committee know as soon as possible. Else, we will assume the IRS guidelines will be used.
  7. Expense all items under $1000 and capitalize all long term assets of $1000 or more.
  8. Operate as near as possible to cash so as to avoid long-term ISOC obligations whenever possible.
  9. Develop and document reasonable travel policies for all ISOC travel (including employees, officers, trustees, contractors, consultants, etc) and provide to the Audit Committee before the next ISOC Board meeting.
  10. Develop compensation and fringe benefit guidelines for timely approval by the Board. The guidelines should require that employees be paid at prevailing wages for the job, area and level of experience.
  11. Obtain Board of Trustees approval for any additional benefits including especially non-cash benefits, if any.

3.3 ISOC BoT Internal Procedures

The Board reviewed the BoT Internal Procedures (ISOC Document 94-180). The Board agreed to proceed with due diligence to adopt the procedures relating to the preparation of meeting material four weeks in advance of the meeting date.

It was the sense of the Board to adopt a practice of open Trustee meetings on the basis that ISOC members could observe those sections of the meeting which were not concerned with matters described in section 1.7 of the Procedures Document (Closed Sessions of the Board of Trustee Meetings) on the proviso that such observers could be accommodated without disruption to the meeting.

3.4 ISOC Sponsored Conferences

The Board noted a report concerning ISOC Sponsored Conferences (ISOC Document 94-201).

3.5 ITU Relationship

The Board noted a report from the Executive Director concerning the status of an liaison arrangement between ISOC and the ITU (ISOC Document 94-202). It was noted that a peer liaison arrangement with the ITU would facilitate reference to Internet Standards with a status as international standards and facilitate coordination of related activities with the ITU.

It was recorded as the sense of the Board to authorise the Executive Director to conclude a relationship with the ITU and negotiate the most favourable basis for such a liaison with the ITU’s Standards and Development Sectors. A number of options for undertaking this relationship with the ITU were considered by the Board, including options of an ITU waiver of the membership fees for ISOC, an arrangement of reciprocal membership payments (with the ITU becoming a member of ISOC), or making provision within the ISOC budget for ISOC to pay the ITU membership fees.

3.6 ANSI, ECMA and other liaisons

The Executive Director reported on meetings with the Directors-General of ISO and ECMA, indicating interest from these bodies in working with ISOC in the area of Internet standards. It was noted that ECMA is currently dealing with Internet standards at a level of precedence higher than industry standards.

The Board noted ISO’s acceptance of a Category A relationship between ISO SC6 and the Internet Standards bodies.

3.7 ISOC Tax Status

The Board noted that the Internet Society has been formally granted income tax exempt status as a not-for-profit organisation.

3.8 Online Publications

The Board noted that nearly all ISOC published material has been made available online via ftp and gopher. Work on publication via WWW is underway.

3.9 CNRI ISOC Secretariat Function

It was recorded as the sense of the Board to complete the wind down of the Secretariat services agreement with CNRI as of 1 July 1994, 12 months in advance of the formal expiration of the contract with CNRI, with an exchange of letters to this effect between CNRI and ISOC.

3.10 ISOC Individual Membership Benefits

As well as the “ISOC News” publication ISOC is working on reduced prices for other published Internet books, ISOC t-shirts and reduced conference registration fees. Also program participation in ISOC work is available for members on a voluntary basis.

The Board noted that awareness of individual membership benefits is low, and the ISOC role in support of the IETF process is effectively unknown. Accordingly the Board identified the requirement to advertise and articulate the ISOC role and the benefits of individual and corporate membership more prominently within the Internet community using a variety of publishing formates.

3.11 FIRP report

The Board noted the final version of the ISOC response to the draft report of the US Federal Internetworking Requirements Panel, which incorporated the IAB and IESG responses.

The Board noted that the final version of the US Federal Internetworking Requirements Panel is now available on the Internet, noting that the report accords equal status to the OSI and TCP/IP protocol suites as voluntary international standards which are considered as being acceptable for fulfilling US government interests in internetworking amnong US Federal networks and computers.

4. Electronic Votes

4.1 Internet Architecture Board

The Board unanimously adopted Resolution 94-16.

Resolution 94-16: 1994 IAB Nominations

RESOLVED, that the Board confirm the nominations of the IETF Nominations Committee for the following individuals to be members of the Internet Architecture Board:

  • Christian Huitema (INRIA)
  • Phill Gross (MCI)
  • Robert Elz (University of Melbourne)
  • Brian Carpenter (CERN)
  • Lixia Zhang (Xerox PARC)
  • Steve Crocker (Trusted Info Systems)

4.2 Amendment to the ISOC By-Laws

The Board voted electronically to voice their intention to amend the By-Laws of the Society as per the notice given for this meeting of the Trustees.

Resolution 94-17 Amendment of the By-Laws

RESOLVED, with a vote of 15 in favour, 0 opposed and 0 Abstentions, that Article VII, Section 3 of the Internet Society By-Laws shall be amended by inserting the following provision at the end of such Section:

However, if the named recipient is not then in existence or is no longer a qualified distributee, or is unwilling or unable to accept the distribution, then the assets of the Society shall be distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501(c)(3) of the United States Internal Revenue Code (or corresponding section of any future United States Federal tax code).

5. President’s Report

The President noted that ISOC has completed a move to new quarters at Reston, and is now staffed with four full time employees fully transferred to ISOC as of the end of June 1994. Assisting the Executive Director Tony Rutkowski is Cynthia Matthews, Membership Manager, Mary Burger and Susan Vaillette. The Board discussed terms and conditions of employment, and agreed to non-cash benefits as per resolution 94-18. Further investigation of employee benefits as per regional employment terms and conditions are underway. Andrea Ireland will be retained as ISOC Legal Council, with 10% of her time granted to ISOC by MCI.

Individual membership is now in excess of 3,000, and Corporate membership is now at 90.

The Board adopted Resolution 94-18.

Resolution 94-18: Employee Benefits

RESOLVED, that the Board approves the provision of non-cash benefits to ISOC employees within the general guidelines of the draft Employee Benefits document provided to Trustees (dated 14 June 1994).

5.1 Executive Directors Report

The Executive Director reported to the Board, detailing a number of items contained in the written report (Annex 1 to ISOC Document 94-219). The Executive Director commended the ISOC staff for their efforts in establishing the new ISOC premises.

A public online ISOC and Global NIS information service is now established using equipment donated by Sun Microsystems. The information is under a high level of demand, tracking the very high number of phone calls received by the office relating to off-line information queries regarding the Internet.

Further effort is being undertaken on enhancing the information service provided by ISOC and servicing ISOC members.

6. Treasurer’s Report

The Board reviewed the unaudited 1993 ISOC Balance of Accounts statement and the 1993 ISOC Statement of Income and Expenses.

Income for 1993 was recorded as USD 1,004,228.40, and Expenses for 1993 were recorded as USD 907,120.11. The Balance of Accounts Statement indicated a capitalisation level of USD 278,598 as of the end of 1993, to be used as working capital in 1994 in accordance with ISOC Board Resolution 94-02.

An independent Audit of the 1993 Financial Statements will be conducted, and the Auditor’s report and the final Financial Statements will be presented to the Board for formal ratification.

The Board reviewed the current estimates for 1994 income and expenditure (ISOC Document 94-222) and the current accounts statement. Current estimates of expenditure indicate an end of year capitalisation level of USD 202,766, absent further income from individual and corporate membership for the remainder of 1994. Additional corporate and individual membership income is required in 1994 to meet capitalisation level maintenance objectives for the year.

Current estimates of INET’94 income include provision of payment to ISOC of USD 100,000, which is some USD 50,000 greater than the estimates within the 1994 ISOC Budget.

7. Conferences Report

INET’94 / JENC 5 reported 1040 registered attendees and estimated a further 160 walk-in attendees immediately prior to the conference. It was considered that a financial outcome of USD 100,000 to ISOC was now attainable, and that this would also result in some 600 new individual members of ISOC. The full details of the financial outcome of the conference are anticipated to be available in September 1994.

1994 ISOC Workshop for Developing Countries was held on 5 – 11 June 1994. The workshop had 162 individuals from 62 countries. 25 instructors were teaching in 4 tracks. The workshop was hosted by the Czech Technical University with good levels of support. There was the sense of a better outcome this year, with a high level of enthusiasm to do this again. It was noted that the instructors were all volunteers. There was discussion of the option of more frequent workshops, and the possibility of the formation of an ISOC training group. There was significant interest reported by George Sawdosky in more frequent scheduling of this type of workshop.

For INET’95 an attendance of 1500 is anticipated. The host is ICIS, a strategic business unit of the Computer Board of Singapore. The National University of Singapore is hosting the Workshop activity. The Workshop will be held 7 – 11 June 1995, Tutorials on 13 – 15 June 1995 and the INET’95 Conference on 15 – 17 June 1995. The conference will include a demonstration of Internet capabilities. The Program Chairs are Dan Lynch and Kilnam Chon.

8. Publication Report

The Board reviewed the Publications Report (ISOC Document 94-221). The Board considered various options relating to the current requirement for additional resourcing of the editorial role for the ISOC News publication.

It was recorded as the sense of the Board to request the Executive Director to hire a staff member for the role of editor of ISOC Publications.

9. 1994 ISOC Trustee Elections

The Board noted the report from the 1994 ISOC Nominations Committee. 10 candidates were nominated by the Committee for the 5 elected Trustee positions, and no additional petition candidates were forwarded to the Committee Chair. The Board thanked the Committee for its efforts.

It was the sense of the Board that new ISOC members who attended INET’94 should be able to vote in the 1994 Trustee Elections, and the Executive Director was requested to ensure that if at all possible the ISOC membership list is to be updated with the new INET’94 ISOC members by 1 July 1994, at which time ballots will be posted to ISOC members.

The Board reviewed a document proposing a change to the ISOC Trustee Elections Process (ISOC Document 94-205) such that the nominations, petition, challenge and response time periods were reduced to allow the election process to be executed in 150 days.

The Board noted that for 1994 the Annual General Meeting of the Trustees is to be held on December 15 1994, following the completion of the 1994 Trustee Elections.

The Board unanimously adopted Resolution 94-19.

Resolution 94-19 Procedures for Nomination and Election of Trustees (Supersedes Resolution 92-11)

RESOLVED, that the Board adopts the following process for the nomination and election of ISOC Trustees.

Procedures for Nomination and Election of Trustees

1. Trustee Positions to be Filled

The Board of Trustees will advise the Nominating Committee of the number of Trustee positions to be filled by vote of the individual members at each annual election. The Board may also advise the Nominating Committee of its desires with respect to the backgrounds of individuals to be nominated in order to achieve the balance of experience and qualifications required by the provisions of By-Law Article III, Section 2, which provides that “the Board shall seek to have among the Trustees representative individuals from industry, from educational and nonprofit organizations and from government.”

1.1 Date of Election

The Board of Trustees will annually adopt a timetable for Trustee elections. The election date shall be not less than 40 days prior to the next Annual Meeting of the Society.

1.2 Use of Electronic Mail

All communications concerning the nomination and election of Trustees shall be in the form of electronic mail except the ballot, which shall be in the form of first class postal mail. Members of the Society who are not reachable by electronic mail may participate in the nomination process by postal mail.

2. Nominating Committee

The Board of Trustees will annually appoint a Trustee Nominating Committee. The Nominating Committee will consist of 5 individual members of the Society. The Chair of the Nominating Committee shall be a member of the Board of Trustees. At least 2 members of the Nominating Committee shall be individual members of the Society not currently serving in any elected or appointed capacity in the Society.

2.1 Nominations by Committee

The Nominating Committee will notify the members of the Society of the procedures for nominating individuals for election to the Board of Trustees, and will provide a minimum period for receiving nominations of 30 days. The number of individuals nominated shall exceed the number of Trustees to be elected.

2.2 Nominations by Petition

The Nominating Committee will notify the voting members of the Society of the names of individuals nominated by the committee for election to the Board of Trustees not less than 105 days prior to the date established for Trustee elections. Additional nominations for election to the Board of Trustees may be made by petition filed with the Chair of the Nominating Committee not less than 75 days prior to the election. Petitions may be filed electronically. The Nominating Committee shall specify the number of signatures of voting members required for petitions, which shall be at least fifty voting members of the Society, or 1% of the total number of voting members of the Society, whichever is greater.

2.3 Candidates for Election

The Nominating Committee will provide the names of a completed slate of candidates for election to the Elections Committee not less than 74 days prior to the election date.

3. Elections Committee

The Board of Trustees will annually appoint an Elections Committee composed of three voting members of the Society which will be responsible for establishing and supervising elections. The Chair of the committee shall be a Trustee whose term of office does not expire during the year of the election.

3.1 Eligibility to Vote

All individual members of the Society in good standing are eligible to vote. An individual member is in good standing if his or her annual dues are not more than 60 days past due on the date of mailing of the ballot.

3.2 Ballot

The Trustee election shall be conducted by written ballot of the individual members, which shall be mailed to each member of the Society in good standing not less than 60 days prior to the date of the election.

3.3 Voting

Each voting member will be entitled to as many votes as there are Trustee positions to be filled by vote of the members. Votes may be cumulated on behalf of one or more candidates for election. A member may use fewer than the total number of votes available if he or she so chooses.

3.4 Receipt of Ballots

All ballots for Trustee elections shall be received by the Chair of the Elections Committee by 5 pm local time on the day prior to the date of the election, at the place established by the Elections Committee for delivery of the ballots.

3.5 Counting of Ballots

The counting of ballots will take place on the election date, at a time and place established by the Elections Committee. At least two members of the Elections Committee shall be present at the counting of the ballots. The committee will establish procedures to ensure the privacy, validity and accuracy of all ballots.

3.6 Certification of Vote

The Elections Committee shall certify the results of the annual Trustee election to the Board of Trustees within 10 days following the election, forwarding a list of the candidates and the number of votes each candidate has received.

3.7 Challenges

No challenge to any Trustee nomination or election procedure or result may be brought except by an individual member in good standing. Any challenge must be addressed to the President of the Society with a recital of the reasons for the challenge, and must be received within 20 days of the election date. The President, after consultation with the Chairs of the Nominating and Elections Committees and the members of the Board of Trustees, shall advise the author of the challenge of the Board’s decision, which shall be final, within 40 days of the election date.

The Board unanimously adopted Resolution 94-20.

Resolution 94-20 1995 ISOC Nomination and Trustee Election Timetable

RESOLVED, that the Board adopts a Timetable for the 1995 Trustee nomination and election process in accordance with the procedures of Resolution 92-19, commencing with the opening of the Nominations period on December 1 1994. The Timetable to be adopted is as follows:

  • December 1 1994Nominations Period Opens
  • December 31 1994 Nominations Period Closes
  • January 15 1995 Nominations Committee Announcement
  • February 14 1995 Petition Period Closes
  • February 15 1995 Candidate Announcement
  • March 1 1995 Election Period Opens – Ballots posted
  • April 30 1995 Election date
  • May 1 1995 Challenge Period Opens
  • May 10 1995 Elections Committee Certifies Result
  • May 20 1995 Challenge Period closes
  • June 9 1995 ISOC Response to Challenge Period Closes
  • June 13 1995 1995 Annual General Meeting

10. Chapters

The Board reviewed the progress made towards the establishment of Chapters of ISOC, and noted a number of preferred directions relating to the clear charter of the Chapter to work within the overall framework of the ISOC charter.

The Board reiterated its decision as recorded in ISOC Resolution 94-13 (Chapters) empowering the ISOC President to establish and implement ISOC Chapter formation procedures within a enumerated set of general principles related to ISOC Chapter charter procedures. An initial draft of ISOC policy concerning Chapters was reviewed (ISOC Document 94-224). The sense of the Board was that this document covered all bar two areas of detail: ISOC members should not be bound in any way to join any Chapter, and grounds for disenfranchisement of Chapters should be noted.

11. Insurance

The Board was informed that a Non-Profit Public Liability Insurance Policy binder had been executed, which covered officers, directors and other officers in positions of responsibility. The Board noted the potential liabilities of the Internet Standards process and ISOC and reiterated its concern to ensure that those members of the IAB, IESG and IETF in positions of responsibility were appropriately indemnified to the extent that ISOC could enable.

12. ISOC Mission

The Board reviewed the progress to date concerning ISOC mission, and reviewed a draft statement of Goals, Purposes and Operation (ISOC Document 94-218). There was a strong level of interest by ISOC to ensure the integrity and continued operation of the Internet Standards Process, both in terms of financial, legal and liaison supportive roles. In addition there was a strong interest by ISOC in aspects of education regarding the potential of the Internet, through conferences and workshops.

The Board noted the importance of the refinement of RFC1602 in assuming the primary role of being an accurate description of the Internet Standards process, and the importance of ensuring that all participants within the process adhere to the procedures as described in this document.

It was recorded as the sense of the Board to develop a business plan for ISOC to take on full responsibility for overseeing a transition to a coherently administered and funded environment for the operations of the IAB, IESG, IETF, IANA and the NIC administrative activities, and in more general terms to record the view that a business plan should accompany any proposal encompassing activities relating to ISOC objectives and goals.

The Board adopted Resolution 94-21.

Resolution 94-21 – ISOC Mission Statement

RESOLVED, that the Board accept the following as a mission statement for ISOC:

General Character of the Organization

The Internet Society is the international organisation for global cooperation and coordination for the Internet and its internetworking technologies and applications.

Purposes and Goals of the Organization

Its principal purpose is to maintain and extend the development and availability of the Internet and its associated technologies and applications – both as an end in itself, and as a means of enabling organizations, professions, and individuals worldwide to more effectively collaborate, cooperate, and innovate in their respective fields and interests.

Its specific goals and purposes include:

  1. development, maintenance, evolution, and dissemination of standards for the Internet and its internetworking technologies and applications;
  2. growth and evolution of the Internet architecture;
  3. maintenance and evolution of effective administrative processes necessary for operation of the glob al Internet and internets;
  4. education and research related to the Internet and internetworking;
  5. harmonization of actions and activities at international levels to facilitate the development and availability of the Internet;
  6. collection and dissemination of information related to the Internet and internetworking, including histories and archives;
  7. assisting technologically developing countries, areas, and peoples in implementing and evolving their Internet infrastructure and use;
  8. liaison with other organisations, governments and the general public for coordination, collaboration, and education in effecting the above purposes.

Operation of the Organization

The Internet Society operates through its international Board of Trustees, its International Networking Conferences and developing country workshops, its regional and local chapters, its various standards and administrative bodies, its committees and its secretariat. The Board of Trustees is headed by a President with the assistance of several officers.

The Board adopted Resolution 94-22.

Resolution 94-22 ISOC Role relating to the Internet Standards Process

RESOLVED, that, on the matter of Internet Standards, the Board of Trustees intends to pursue the following course of action:

  1. to organise and manage an efficient and technically competent process for developing, adopting and maintaining Internet standards.
  2. to accept responsibility for identifying and securing appropriate levels of funding for standards related activities
  3. to endeavour to secure the broadest possible international acceptance of, and support for, Internet standards.
  4. to take all necessary steps to protect and indemnify those individuals participating in the standards process when acting in an official capacity within the processes and procedures adopted by the Board of Trustees.

13. New Programs and Activities

The Board considered a document outlining a number of potential new programs and activities that ISOC may wish to undertake (ISOC Document 94-225).

13.1 ISOC Awards Committee

The Board considered a proposal to form an ISOC Awards Committee which would be tasked with proposing to ISOC the names of individuals or groups who have made outstanding and exemplary contributions to the Internet. The Board resolved to charter this committee with he initial membership of Susan Estrada and Jean Polly, and task the committee to form a business plan relating to the funding implications of an ISOC Award program for consideration by the Board at their next meeting.

The Board unanimously adopted Resolution 94-23.

Resolution 94-23 ISOC Awards Committee

RESOLVED, that the Board establish an ISOC Awards Committee and initially task this Committee to prepare a description of an ISOC Awards program and associated funding implications.

13.2 Code of Ethics Statement

The Board considered the need to develop a Code of Ethics statement which will address within a codified structure much of what the Internet community currently perceive as responsible and ethical use and practice on the Internet (ISOC Document 94-226). The Board noted that necessarily the development of such a document is a consultative process, and expressed the view that such a consultative process could be initiated through the leadership of the IAB and the ISOC Advisory Council.

The Board adopted Resolution 94-24.

Resolution 94-24: Code of Ethics Statement

RESOLVED, that, on the basis that the Internet will only function effectively within a spirit of cooperation, the Board:

  1. Recognises the need for an Internet Code of Ethics and the importance of educating the community on this matter, and
  2. Recommends that the Internet Architecture Board and the ISOC Advisory Council be asked to draft an appropriate code of ethics for consideration by the ISOC Board of Trustees at their next meeting.

13.3 Internet Service Providers

The Board reviewed the current support mechanisms for Internet Service Providers, noting that the Internet Engineering and Planning Group had assumed a revised charter and was now operating as an open operators’ forum.

It was the sense of the Board to track, and assist in a neutral fashion where possible with such operationally focussed forums and work with these groups in making their activities known to the broad Internet community.

Consideration of a proposal relating to tasking the IAB, in coordination with applicable operations groups to bring together existing provisions, or develop new provisions as required, relating to Internet service provisioning and use (Internet providers code statement) was tabled to the next meeting of the Board.

14. ISOC Commendations

The Board wished to express it appreciation to a number of individuals and groups who have made outstanding contribution to the Internet community. This appreciation takes the form of a number of resolutions which ere adopted by the Board:

Resolution 94-25: INET’94 Conference

RESOLVED, that the Board of Trustees of the Internet Society commends the Conference Committee of the 1994 INET/JENC Conference on a highly successful event. Under the leadership of General Chairman Geoff Manning, Program Chair Bernard Plattner, and the Local Arrangements Chair Jan Guntorad, a dedicated group of volunteers has given generously of their time and efforts in organising the premier international networking meeting of 1994.

The Board also wishes to recognise the special efforts of RARE staff members Marieke Dekker, Judith Kiers and John Martin, and Liz Barnhart of EDUCOM, whose work contributed significantly to the high quality of the conference.

Resolution 94-26: INET’94 Internet Workshop for Developing Countries

RESOLVED, that the Board of trustees of the Internet Society commends the Organisers and Instructors of the 1994 Workshop for Developing Countries, held in conjunction with the INET’94 Conference in Prague, Czech Republic. Under the energetic leadership of Chairman George Sadowsky, the volunteer instructors and the dedicated workshop participants worked together to produce an extraordinary learning experience which will contribute measurably to the growth of the worldwide Internet.

The Board also wishes to recognise the special efforts of the Workshop staff member Joanne Scott, whose exceptional efforts contributed significantly to the success of the workshop. The Board would also like to note with appreciation the efforts of the Track Leaders and the Instructors.

Resolution 94-27: Commendation to Steve Wolff

RESOLVED, that the Board of Trustees of the Internet Society extends its thanks and sincerest appreciation to Steven Wolff for his many contributions to the Internet community while serving as Director of the Networking Division of the national Science Foundation from 1987 to 1994.

Realization of the program goals of the NSFNET during this period has transformed the Internet from an activity serving the particular goals of the research community to a worldwide enterprise which has energised scholarship and commerce in dozens of nations. The personal leadership of Dr Wolff, often under conditions of public controversy, has been an indispensable ingredient in surmounting a daunting array of technical, operational and economic challenges.

His extraordinary commitment to the growth and success of the Internet reflect the highest standard of service tot he networking community and command our respect and admiration.

Resolution 94-28: Commendation to Jon Postel

RESOLVED, that, on the occasion of his leaving the Internet Architecture Board after serving from 1983 until 1994, the Board of Trustees of the Internet Society wish to express to Jon Postel its deepest appreciation for his many contributions to the technical maintenance of the Internet.

His depth of experience, his steady hand during periods of rapid change and strass, and his unvarying strength of his personal commitment to the work of the IAB have benefited all the members of the Internet community.

Resolution 94-29: Commendation to Robert Braden

RESOLVED, that, on the occasion of his leaving the Internet Architecture Board after serving from 1983 until 1994, the Board of Trustees of the Internet Society wish to express to Robert Braden its great appreciation for his many contributions to the technical architecture of the Internet.

His special experience in end to end protocol development and his personal commitment to the work of the IAB have benefited all the members of the Internet community.

Resolution 94-30: Commendation to Barry Leiner

RESOLVED, that, on the occasion of his leaving the Internet Architecture Board after serving from 1983 until 1994, the Board of Trustees of the Internet Society wish to express to Barry Leiner its deepest appreciation for his many contributions to the technical architecture of the Internet.

His depth of experience and strong personal commitment to the work of the IAB over more than a decade ofservice have benefited all the members of the Internet community.

Resolution 94-31: Commendation to Stephen Kent

RESOLVED, that, on the occasion of his leaving the Internet Architecture Board after serving from 1983 until 1994, the Board of Trustees of the Internet Society wish to express to Stephen Kent its deepest appreciation for his many contributions to the technical architecture of the Internet.

His special knowledge of security measures and his strong personal commitment to the work of the IAB over more than a decade of service have benefitted all the members of the Internet community.

Resolution 94-32: Commendation to Anthony Lauck

RESOLVED, that, on the occasion of his leaving the Internet Architecture Board after serving from 1989 until 1994, the Board of Trustees of the Internet Society wish to express to Anthony Lauck its appreciation for his many contributions to the technical architecture of the Internet

His depth of experience and strong personal commitment to the work of the IAB over more than a decade of service have benefited all the members of the Internet community.

Resolution 94-33: Commendation to Robert E. Kahn

RESOLVED, that, on the occasion of his selection as recipient of the Marconi prize of the Marconi International Fellowship, the Board of Trustees of the Internet Society wishes to convey to Dr Robert E. Kahn its profoundest appreciation for his many contributions to the Internet.

Commencing with his far sighted recognition of the revolutionary potential of packet networks more than two decades ago, he has continued to exert extraordinary leadership in the networking community. His founding role in the Internet Society, including generous support of the needs of the society during its startup period is especially valued by his fellow Trustees. The Board looks forward to overcoming many future Internet challenges in company with our honoured colleague Robert Kahn.

15. Next Meeting

The 1994 Annual General meeting of the Board of Trustees will be held in Washington DC on December 15 and 16, 1994.

The meeting was declared closed at 5:25 pm on June 14 1994.

Summary of Resolutions

Resolution 1994-15: Financial Procedures

RESOLVED, that ISOC adopt the financial procedures as recommended by the Audit Committee, as an interim measure until such time as a manual describing the internal controls and accounting procedures to be used by ISOC for managing its finances has been adopted:

  1. In the absence of a full-time business office manager, the ISOC accountant shall hold all ISOC checks and be personally involved in all transactions that involve the expenditure of funds from the ISOC bank accounts.
  2. At least two parties shall be involved in all transactions that involve the expenditure of funds from the bank accounts. In particular, and to the extent possible, the requestor of a disbursementshould not be the one to sign the check.
  3. All revenue and expenditures of ISOC shall be properly vouchered.
  4. Provide quarterly financial updates to the Board of Trustees including at a minimum:
    1. the then current income statement and balance sheet and
    2. fiscal year projections in both cash and accrual form.

The projections shall be actual to date and estimates to the end of the year.

  • Provide a plan to the Audit Committee by April 30, 1994 for management of cash, limiting bank exposure (ie. staying within FDIC insurance limits, and investment of current assets)
  • If other than IRS guidelines are to be used for depreciation, please let the audit committee know as soon as possible. Else, we will assume the IRS guidelines will be used.
  • Expense all items under $1000 and capitalize all long term assets of $1000 or more.
  • Operate as near as possible to cash so as to avoid long-term ISOC obligations whenever possible.
  • Develop and document reasonable travel policies for all ISOC travel (including employees, officers, trustees, contractors, consultants, etc) and provide to the Audit Committee before the next ISOC Board meeting.
  • Develop compensation and fringe benefit guidelines for timely approval by the Board. The guidelines should require that employees be paid at prevailing wages for the job, area and level of experience.
  • Obtain Board of Trustees approval for any additional benefits including especially non-cash benefits, if any.

Resolution 1994-16: 1994 IAB Nominations

RESOLVED, that the Board confirm the nominations of the IETF Nominations Committee for the following individuals to be members of the Internet Architecture Board:

  • Christian Huitema (INRIA)
  • Phill Gross (MCI)
  • Robert Elz (University of Melbourne)
  • Brian Carpenter (CERN)
  • Lixia Zhang (Xerox PARC)
  • Steve Crocker (Trusted Info Systems)

Resolution 1994-17: Amendment of the By-Laws

RESOLVED, with a vote of 15 in favour, 0 opposed and 0 Abstentions, that Article VII, Section 3 of the Internet Society By-Laws shall be amended by inserting the following provision at the end of such Section:

  • However, if the named recipient is not then in existence or is no longer a qualified distributee, or is unwilling or unable to accept the distribution, then the assets of the Society shall be distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501(c)(3) of the United States Internal Revenue Code (or corresponding section of any future United States Federal tax code).Resolution 1994-18: Employee Benefits

    RESOLVED, that the Board approves the provision of non-cash benefits to ISOC employees within the general guidelines of the draft Employee Benefits document provided to Trustees (dated 14 June 1994).

    Resolution 1994-19: Procedures for Nomination and Election of Trustees (Supersedes Resolution

    RESOLVED, that the Board adopts the following process for the nomination and election of ISOC Trustees.

    Procedures for Nomination and Election of Trustees

    1. Trustee Positions to be Filled

    The Board of Trustees will advise the Nominating Committee of the number of Trustee positions to be filled by vote of the individual members at each annual election. The Board may also advise the Nominating Committee of its desires with respect to the backgrounds of individuals to be nominated in order to achieve the balance of experience and qualifications required by the provisions of By-Law Article III, Section 2, which provides that “the Board shall seek to have among the Trustees representative individuals from industry, from educational and nonprofit organizations and from government.”

    1.1 Date of Election

    The Board of Trustees will annually adopt a timetable for Trustee elections. The election date shall be not less than 40 days prior to the next Annual Meeting of the Society.

    1.2 Use of Electronic Mail

    All communications concerning the nomination and election of Trustees shall be in the form of electronic mail except the ballot, which shall be in the form of first class postal mail. Members of the Society who are not reachable by electronic mail may participate in the nomination process by postal mail.

    2. Nominating Committee

    The Board of Trustees will annually appoint a Trustee Nominating Committee. The Nominating Committee will consist of 5 individual members of the Society. The Chair of the Nominating Committee shall be a member of the Board of Trustees. At least 2 members of the Nominating Committee shall be individual members of the Society not currently serving in any elected or appointed capacity in the Society.

    2.1 Nominations by Committee

    The Nominating Committee will notify the members of the Society of the procedures for nominating individuals for election to the Board of Trustees, and will provide a minimum period for receiving nominations of 30 days. The number of individuals nominated shall exceed the number of Trustees to be elected.

    2.2 Nominations by Petition

    The Nominating Committee will notify the voting members of the Society of the names of individuals nominated by the committee for election to the Board of Trustees not less than 105 days prior to the date established for Trustee elections. Additional nominations for election to the Board of Trustees may be made by petition filed with the Chair of the Nominating Committee not less than 75 days prior to the election. Petitions may be filed electronically. The Nominating Committee shall specify the number of signatures of voting members required for petitions, which shall be at least fifty voting members of the Society, or 1% of the total number of voting members of the Society, whichever is greater.

    2.3 Candidates for Election

    The Nominating Committee will provide the names of a completed slate of candidates for election to the Elections Committee not less than 74 days prior to the election date.

    3. Elections Committee

    The Board of Trustees will annually appoint an Elections Committee composed of three voting members of the Society which will be responsible for establishing and supervising elections. The Chair of the committee shall be a Trustee whose term of office does not expire during the year of the election.

    3.1 Eligibility to Vote

    All individual members of the Society in good standing are eligible to vote. An individual member is in good standing if his or her annual dues are not more than 60 days past due on the date of mailing of the ballot.

    3.2 Ballot

    The Trustee election shall be conducted by written ballot of the individual members, which shall be mailed to each member of the Society in good standing not less than 60 days prior to the date of the election.

    3.3 Voting

    Each voting member will be entitled to as many votes as there are Trustee positions to be filled by vote of the members. Votes may be cumulated on behalf of one or more candidates for election. A member may use fewer than the total number of votes available if he or she so chooses.

    3.4 Receipt of Ballots

    All ballots for Trustee elections shall be received by the Chair of the Elections Committee by 5 pm local time on the day prior to the date of the election, at the place established by the Elections Committee for delivery of the ballots.

    3.5 Counting of Ballots

    The counting of ballots will take place on the election date, at a time and place established by the Elections Committee. At least two members of the Elections Committee shall be present at the counting of the ballots. The committee will establish procedures to ensure the privacy, validity and accuracy of all ballots.

    3.6 Certification of Vote

    The Elections Committee shall certify the results of the annual Trustee election to the Board of Trustees within 10 days following the election, forwarding a list of the candidates and the number of votes each candidate has received.

    3.7 Challenges

    No challenge to any Trustee nomination or election procedure or result may be brought except by an individual member in good standing. Any challenge must be addressed to the President of the Society with a recital of the reasons for the challenge, and must be received within 20 days of the election date. The President, after consultation with the Chairs of the Nominating and Elections Committees and the members of the Board of Trustees, shall advise the author of the challenge of the Board’s decision, which shall be final, within 40 days of the election date.

    Resolution 1994-20: 1995 ISOC Nomination and Trustee Election Timetable

    RESOLVED, that the Board adopts a Timetable for the 1995 Trustee nomination and election process in accordance with the procedures of Resolution 92-19, commencing with the opening of the Nominations period on December 1 1994. The Timetable to be adopted is as follows:

    • December 1 1994 Nominations Period Opens
    • December 31 1994 Nominations Period Closes
    • January 15 1995 Nominations Committee Announcement
    • February 14 1995 Petition Period Closes
    • February 15 1995 Candidate Announcement
    • March 1 1995 Election Period Opens – Ballots posted
    • April 30 1995 Election date
    • May 1 1995 Challenge Period Opens
    • May 10 1995 Elections Committee Certifies Result
    • May 20 1995 Challenge Period closes
    • June 9 1995 ISOC Response to Challenge Period Closes
    • June 13 1995 1995 Annual General Meeting

    Resolution 1994-21: ISOC Mission Statement

    RESOLVED, that the Board accept the following as a mission statement for ISOC:

    General Character of the Organization

    The Internet Society is the international organisation for global cooperation and coordination for the Internet and its internetworking technologies and applications.

    Purposes and Goals of the Organization

    Its principal purpose is to maintain and extend the development and availability of the Internet and its associated technologies and applications – both as an end in itself, and as a means of enabling organizations, professions, and individuals worldwide to more effectively collaborate, cooperate, and innovate in their respective fields and interests.

    Its specific goals and purposes include:

    • development, maintenance, evolution, and dissemination of standards for the Internet and its internetworking technologies and applications;
    • growth and evolution of the Internet architecture;
    • maintenance and evolution of effective administrative processes necessary for operation of the glob al Internet and internets;
    • education and research related to the Internet and internetworking;
    • harmonization of actions and activities at international levels to facilitate the development and availability of the Internet;
    • collection and dissemination of information related to the Internet and internetworking, including histories and archives;
    • assisting technologically developing countries, areas, and peoples in implementing and evolving their Internet infrastructure and use;
    • liaison with other organisations, governments and the general public for coordination, collaboration, and education in effecting the above purposes.

    Operation of the Organization

    The Internet Society operates through its international Board of Trustees, its International Networking Conferences and developing country workshops, its regional and local chapters, its various standards and administrative bodies, its committees and its secretariat. The Board of Trustees is headed by a President with the assistance of several officers.

    Resolution 1994-22: ISOC Role relating to the Internet Standards Process

    RESOLVED, that, on the matter of Internet Standards, the Board of Trustees intends to pursue the following course of action:

    • to organise and manage an efficient and technically competent process for developing, adopting and maintaining Internet standards.
    • to accept responsibility for identifying and securing appropriate levels of funding for standards related activities
    • to endeavour to secure the broadest possible international acceptance of, and support for, Internet standards.
    • to take all necessary steps to protect and indemnify those individuals participating in the standards process when acting in an official capacity within the processes and procedures adopted by the Board of Trustees.

    Resolution 1994-23: ISOC Awards Committee

    RESOLVED, that the Board establish an ISOC Awards Committee and initially task this Committee to prepare a description of an ISOC Awards program and associated funding implications.

    Resolution 1994-24: Code of Ethics Statement

    RESOLVED, that, on the basis that the Internet will only function effectively within a spirit of cooperation, the Board:

    • Recognises the need for an Internet Code of Ethics and the importance of educating the community on this matter, and
    • Recommends that the Internet Architecture Board and the ISOC Advisory Council be asked to draft an appropriate code of ethics for consideration by the ISOC Board of Trustees at their next meeting.

    Resolution 1994-25: INET’94 Conference

    RESOLVED, that the Board of Trustees of the Internet Society commends the Conference Committee of the 1994 INET/JENC Conference on a highly successful event. Under the leadership of General Chairman Geoff Manning, Program Chair Bernard Plattner, and the Local Arrangements Chair Jan Guntorad, a dedicated group of volunteers has given generously of their time and efforts in organising the premier international networking meeting of 1994.

    The Board also wishes to recognise the special efforts of RARE staff members Marieke Dekker, Judith Kiers and John Martin, and Liz Barnhart of EDUCOM, whose work contributed significantly to the high quality of the conference.

    Resolution 1994-26: INET’94 Internet Workshop for Developing Countries

    RESOLVED, that the Board of trustees of the Internet Society commends the Organisers and Instructors of the 1994 Workshop for Developing Countries, held in conjunction with the INET’94 Conference in Prague, Czech Republic. Under the energetic leadership of Chairman George Sadowsky, the volunteer instructors and the dedicated workshop participants worked together to produce an extraordinary learning experience which will contribute measurably to the growth of the worldwide Internet.

    The Board also wishes to recognise the special efforts of the Workshop staff member Joanne Scott, whose exceptional efforts contributed significantly to the success of the workshop. The Board would also like to note with appreciation the efforts of the Track Leaders and the Instructors.

    Resolution 1994-27: Commendation to Steve Wolff

    RESOLVED, that the Board of Trustees of the Internet Society extends its thanks and sincerest appreciation to Steven Wolff for his many contributions to the Internet community while serving as Director of the Networking Division of the national Science Foundation from 1987 to 1994.

    Realization of the program goals of the NSFNET during this period has transformed the Internet from an activity serving the particular goals of the research community to a worldwide enterprise which has energised scholarship and commerce in dozens of nations. The personal leadership of Dr Wolff, often under conditions of public controversy, has been an indispensable ingredient in surmounting a daunting array of technical, operational and economic challenges.

    His extraordinary commitment to the growth and success of the Internet reflect the highest standard of service tot he networking community and command our respect and admiration.

    Resolution 1994-28: Commendation to Jon Postel

    RESOLVED, that, on the occasion of his leaving the Internet Architecture Board after serving from 1983 until 1994, the Board of Trustees of the Internet Society wish to express to Jon Postel its deepest appreciation for his many contributions to the technical maintenance of the Internet.

    His depth of experience, his steady hand during periods of rapid change and strass, and his unvarying strength of his personal commitment to the work of the IAB have benefited all the members of the Internet community.

    Resolution 1994-29: Commendation to Robert Braden

    RESOLVED, that, on the occasion of his leaving the Internet Architecture Board after serving from 1983 until 1994, the Board of Trustees of the Internet Society wish to express to Robert Braden its great appreciation for his many contributions to the technical architecture of the Internet.

    His special experience in end to end protocol development and his personal commitment to the work of the IAB have benefited all the members of the Internet community.

    Resolution 1994-30: Commendation to Barry Leiner

    RESOLVED, that, on the occasion of his leaving the Internet Architecture Board after serving from 1983 until 1994, the Board of Trustees of the Internet Society wish to express to Barry Leiner its deepest appreciation for his many contributions to the technical architecture of the Internet.

    His depth of experience and strong personal commitment to the work of the IAB over more than a decade ofservice have benefited all the members of the Internet community.

    Resolution 1994-31: Commendation to Stephen Kent

    RESOLVED, that, on the occasion of his leaving the Internet Architecture Board after serving from 1983 until 1994, the Board of Trustees of the Internet Society wish to express to Stephen Kent its deepest appreciation for his many contributions to the technical architecture of the Internet.

    His special knowledge of security measures and his strong personal commitment to the work of the IAB over more than a decade of service have benefitted all the members of the Internet community.

    Resolution 1994-32: Commendation to Anthony Lauck

  • RESOLVED, that, on the occasion of his leaving the Internet Architecture Board after serving from 1989 until 1994, the Board of Trustees of the Internet Society wish to express to Anthony Lauck its appreciation for his many contributions to the technical architecture of the InternetHis depth of experience and strong personal commitment to the work of the IAB over more than a decade of service have benefited all the members of the Internet community.Resolution 1994-33: Commendation to Robert E. Kahn

    RESOLVED, that, on the occasion of his selection as recipient of the Marconi prize of the Marconi International Fellowship, the Board of Trustees of the Internet Society wishes to convey to Dr Robert E. Kahn its profoundest appreciation for his many contributions to the Internet.

    Commencing with his far sighted recognition of the revolutionary potential of packet networks more than two decades ago, he has continued to exert extraordinary leadership in the networking community. His founding role in the Internet Society, including generous support of the needs of the society during its startup period is especially valued by his fellow Trustees. The Board looks forward to overcoming many future Internet challenges in company with our honoured colleague Robert Kahn.