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Board of Trustees Meeting Minutes

No. 55 (September 18, 2006)
Board Meeting Minutes

Minutes of Board Meeting No. 55

18 Sep 2006, Conference Call

Author: S. Bradner
Date: 2006-09-18
Committee: BOT
Document: 06-55
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

The ISOC Board of Trustees met from 10:05 am to 11:55 pm EDT on 18 September 2006 via teleconference.

The following members of the Board of Trustees were present:

Fred Baker
Erik Huizer
Daniel Karrenberg
YAN Bao Ping
Franck Martin
Desiree Miloshevic
Glenn Ricart
Bill St. Arnaud
Lynn St. Amour (President)
Bill St. Arnaud
Patrick Vande Walle

Apologies were received from Patrik Faltstrom, Veni Markovski and Stephen Squires.

Scott Bradner (Secretary)

Matthew Shears (ISOC Director of Public Policy) David McAuley (ISOC Director of Membership) Peter Godwin (ISOC IT Manager) Martin Kupres (ISOC Org. Member Support) Dawit Bekele (ISOC African Regional Bureau Manager) Karen Rose (ISOC Director of Education and Programs) Mirjam Kuehne (ISOC Sr. Manager Education) Ray Pelletier (IETF IAD – for a portion of the meeting) Lucy Lynch (IAOC Chair – for a portion of the meeting) John Klensin – Invited guest Henri Wohlfarth – ISOC Web developer Jonne Soinenen – ISOC AC Vice Chair

Minutes taken by Scott Bradner.

A quorum was present.

0 – ratification of electronic votes
1 – Select Bill St. Arnaud as chair of the ISOC Nominations Committee.
Glenn moved to ratify the electronic vote in favor of appointing Bill St. Arnaud as chair of the ISOC Nominations Committee. Fred seconded the motion, which then passed unanimously.

Resolution 06-26: Ratify electronic vote for the chair of the ISOC Nominations Committee.

RESOLVED that the electronic vote that appointed Bill St. Arnaud as chair of the ISOC Nominations Committee is ratified.

2 – Select Fred Baker as the ISOC representative to the IETF Nominations Committee
Glenn moved to ratify the electronic vote in favor of appointing Fred Baker as the ISOC representative to the IETF Nominations Committee. Fred seconded the motion, which then passed unanimously.

Resolution 06-27: Ratify electronic vote for the ISOC representative to the IETF Nominations Committee.

RESOLVED that the electronic vote that appointed Fred Baker as the ISOC representative to the IETF Nominations Committee is ratified.

I – Opening comments from the Chair
Daniel discussed the role and operation of the ISOC board. He noted the formal definition of the scope of the board’s responsibilities from the by-laws. Daniel then proposed a method of operation for the Board. He said that his most important goal for the board discussions was to be able to reach clear decisions on open issues. He proposed a specific schedule for sessions, breaks and meals during face-to-face board meetings and noted the upcoming meetings:

Meeting by Teleconference
Jan. 15, 2007 – 1500 – 1700 UTC

Face-to-Face meetings
Nov 11-12 2006 – San Diego, CA @ IETF
Mar. 24-25 2007 – Prague, Czech Republic @ IETF
Jun 30 – Jul 1 2007 – North America @ ICANN w PIR
starts Friday 1300 joint with PIR

He proposed that agendas include specific stated goals and proposed resolutions for each agenda item and that all background materials be made available at least two weeks in advance in a single book.
He also proposed that major issues would be discussed in two successive meetings to ensure the proper level of reflection.

The board discussed this proposal and concluded that this proposal was reasonable but that in some cases enough agreement might be reached at the first meeting to approve or reject a proposal at that meeting.

Daniel asked if the Board supported his proposed method of operation for the Board. There was no disagreement.

II – Strategic Level Budget Discussion
Lynn presented the President’s Report.
She noted that the 2007 – 2009 Planning and Budgeting process has identified five major strategic areas to be addressed:

  1. one or two major strategic significant, multi-year (and likely multi-partner) projects.
  2. ISOC’s Investment/Financial strategy must be reviewed in light of the increasing amount of funds available to ISOC
  3. a multi-year Chapter Development program to ensure that ISOC Chapters reach their full potential within ISOC
  4. developing multi-year Membership and Fundraising programs
  5. new Policy and Education programs

A/ Strategic Projects
Lynn said that decisions with respect to money that will be made available for strategic projects will need to be taken during the November Board meeting. The board discussed ways to reach conclusions on proposals for strategic projects. The Board consensus was that proposals could be made via email but that major discussions need to be in person. Bill suggested that the ISOC staff take the lead in developing proposals.

Responding to Ed, Daniel said that any proposals submitted by or supported by the AC would be taken very seriously.

Daniel proposed to collect strawman-type proposals from the whole ISOC community for the November meeting, dedicate significant board time, at least a third of the meeting, to agree on a very small number to take forward. The staff will then be asked to develop these into solid proposals for the March meeting.
The Board supported this idea.

B/ Investment/Financial Strategy
Lynn proposed that ISOC engage external advisors to develop a specific proposal for the November Board meeting. The Board did not object.

C/ Chapters
Lynn said ISOC is now able to significantly increase support to our member and chapter activities and she proposed ISOC develop programs, infrastructure and tools to support the increased professionalization of our chapter and member related activities. She then asked the Board if they saw this as a strategic imperative and were they supportive of such an effort. Several trustees said that such programs should be aimed at fostering cooperation between chapters and between chapters and the society rather than purely local chapter activities. The board discussed the idea and supported the direction.
Lynn said she and the staff would be making specific proposals during the November Board meeting.

D/ Budget
At Daniel’s request, Lynn provided a high-level review of the .ORG funds from PIR that will be available to the ISOC over the next few years. Lynn proposed several areas that she feels needs revisiting in light of ISOC’s improved financial situation, among them were: several Investment and Management metrics and policies, and various activities related to support for a small number of long-term strategic initiatives, etc. She proposed that management work with the Audit Committee and appropriate external advisors to detail a plan for Board review in the November meeting, and asked the Audit Committee if they were in agreement with this timeline. Glenn Ricart, the Audit Committee Chair was supportive and invited any board member who would also like to be part of the discussions to let him know.

Ray Pelletier reported on the status of the RFC Editor RFP. He reported that three proposals had been received and that they were now being reviewed. He said that he hoped that the final budget for the RFC Editor would be known in October. Lynn noted that an RFP for the IETF Secretariat would be issued next year and that might change the budget in later years.

E/ Endowment, Restricted Accounts and Foundations
Responding to a previous Board request, Lynn reported on the discussions she has been having about options for ISOC establishing an endowment or a foundation or adopting in some instances restricted accounts. Daniel expressed a concern that creating an endowment or a foundation might not make sense for ISOC. Lynn and Glenn said that they felt that the Audit Committee should finish the discussions and report back to the Board.

Daniel asked board members to review the President’s report and comment on the Board list.

Summary of Resolutions

Resolution 2006-26: Ratify electronic vote for the chair of the ISOC nomcom.

RESOLVED that the electronic vote that appointed Bill St. Arnaud as chair of the ISOC Nominations Committee is ratified.

Resolution 2006-27: Ratify electronic vote for the ISOC representative to the IETF nomcom.

RESOLVED that the electronic vote that appointed Fred Baker as the ISOC representative to the IETF Nominations Committee is ratified.