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Board of Trustees Meeting Minutes

No. 58 (March 24-25, 2007)
Board Meeting Minutes

Minutes of Board Meeting No. 58

24 – 25 Mar 2007, Prague, Czech Republic

Author:S. Bradner
Date: 2007-03-25
Committee:BOT
Document: 07-58
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

The ISOC Board of Trustees met from 8:10 am CET on 24 March 2007 in Prague, Czech Republic to 11:48am CET on 25 March 2007.

The following members of the Board of Trustees were present:

  • Fred Baker
  • Patrik Faltstrom
  • Erik Huizer
  • Daniel Karrenberg
  • Franck Martin
  • Desiree Miloshevic
  • Glenn Ricart
  • Lynn St. Amour (President)
  • Bill St. Arnaud
  • Patrick Vande Walle (via telephone for a portion of the meeting)
  • YAN Bao Ping

Apologies were received from Stephen Squires.

Also present were:

  • Scott Bradner (Secretary)
  • Sebastian Ballagamba (ISOC Latin America and Caribbean Regional Bureau Manager)
  • Matthew Shears (ISOC Director of Public Policy)
  • Mike Nelson (via telephone for a portion of the meeting)
  • Dawit Bekele (ISOC African Regional Bureau Manager)
  • Karen Rose (ISOC Director of Education and Programs)
  • Ed Juskevicius (Chair of the ISOC AC)
  • Jonne Soinenen (Vice Chair of the ISOC AC)
  • Nick Trio (Vice Chair of the ISOC AC)
  • Mirjam Kuehne (ISOC Sr. Manager Education)
  • Ray Pelletier (IETF IAD – for a portion of the meeting)
  • Terry Monroe (ISOC Director of Development and Membership)
  • Peter Godwin (ISOC IT Manager)
  • Terry Weigler – (ISOC Office Manager and Chapter and IM Support)
  • Lucy Lynch (ISOC xxx)
  • Olaf Kolkman (IAB chair)
  • John Klensin (observer)
  • Leslie Daigle (outgoing IAB chair)
  • Various observers

Minutes taken by Scott Bradner.

A quorum was present.

I – Agenda, Ratification of Minutes and e-votes

Daniel discussed the preparations that were undertaken to enable remote participation at this meeting. He said that he wanted to be sure within the next few meetings that remote participation was an easy thing.

I (a) – Fred moved to approve the minutes of the 15th January 2007 meeting as published. Glenn seconded the motion. The motion was approved unanimously.

Resolution 07-03: Approval of the minutes of the 15th January 2007 meeting of the Board of Trustees

RESOLVED that the minutes of the 57th Board meeting of the Internet Society held January 15th, 2007 are approved.

I (b) Glenn moved to confirm the electronic vote confirming the 2007 IAB slate.Fred seconded the motion. The motion was approved unanimously.

Resolution 07-04: Confirmation of the Electronic Vote approving the 2007 IAB Slate.

RESOLVED that the following electronic vote is approved.

RESOLVED, that the ISOC BoT confirms the following slate of candidates for the IAB as per RFC 3777 and the submission by the IETF NomCom: Barry Lieba, Loa Andersson, Kurtis Lindqvist, Danny McPherson, Dave Thaler, Lixia Zhang.

I (c) Erik moved to thank the IETF nomcom.Bill seconded the motion. The motion was approved unanimously.

Resolution 07-05: Thanking the IETF nominations committee.

RESOLVED that the ISOC BoT thanks the IETF nominations committee and its chair for their excellent work.

I (d) Desiree moved to confirm the electronic vote approving the Indemnification Agreement for the IETF Trust. Fred seconded the motion. The motion was approved unanimously.

Resolution 07-06: Confirmation of the Electronic Vote approving the Indemnification Agreement for the IETF Trust

RESOLVED that the following electronic vote is approved.

RESOLVED, that the Board approve the Indemnification Agreement for the IETF Trust and authorize the President and CEO to execute said document.

I (e) Desiree moved to confirm the electronic vote confirming the electronic vote approving the Indemnification Agreement for the ISOC Board, ISOC CEO and the Officers and Management of ISOC. Erik seconded the motion.The motion was approved unanimously.

Resolution 07-07: Confirmation of the Electronic Vote approving the Indemnification Agreement for the ISOC Board, ISOC CEO and the Officers and Management of ISOC

RESOLVED that the following electronic vote is approved.

RESOLVED, that the Board approve the Indemnification Agreements for the ISOC Board, ISOC CEO and the Officers and Management of ISOC per the following documents:

  • Indemnification-ISOC Board.doc
  • Indemnification-ISOC empl.doc, and
  • Indemnification ISOC CEO.doc, and

and authorize the President and CEO to execute said documents as appropriate.

Proposed Board Work Plan

Daniel reviewed the current draft of the board work plan.

The board discussed when and where to hold the late 2007 face-to-face board meeting.The board decided to hold the meeting the weekend after the Vancouver IETF meeting. (December 8/9, 2007)

II – ISOC status in China

Dr. Yan that the process hurdles had been overcome and that the Chinese Academy of Science will soon become an Organization member of the ISOC.

III – AC Update

Ed Juskevicius (AC Chair) reviewed the AC meeting held on Friday 23 March 2007. He said the XX AC members were present as well as ISOC staff and board members. He said that the AC expressed interest in being kept up to date on what ISOC was doing in conjunction with the IGF. Ed said that the AC expressed a large amount of interest in the Internet 2020 topic and would like to be more involved. Ed said that the ISOC staff was working on support for the AC to enable the AC to be more effective between face-to-face meetings. Terry Monroe discussed the results of the org member survey. He reported that the members expressed a great deal of interest in ISOC’s support of the IETF and also in ISOC’s policy and educational efforts. He also discussed the staff efforts for outreach to existing and potential organizational members. Ed noted that the AC discussed briefly the ISOC focus on the Internet 2020 initiative and said that the AC would be providing more feedback on the initiative. Glenn said that he felt that the members of the AC seemed happier about the ISOC than at sometimes in the past.

IV – IETF/IAB/IASA updates – IETF, IAB and IASA Chairs

Olaf Kolkman (new IAB Chair) provided an overview of the just concluded IETF meeting. He mentioned meeting the IETF fellows that were sponsored by ISOC. He also provided an overview of recent IAB activities. He reviewed the IAB workshop on unwanted traffic and said that a report on the workshop would be published soon. He also reviewed the IAB workshop on routing and addressing and said that the information from this workshop was now effecting efforts in the IETF.

Olaf said that the IAB selected Bob Hinden as the IAB representative on the IAOC and reappointed Aaron Falk as the IRTF chair.

Daniel asked Olaf what he felt the ISOC role should be relative to the IETF based on the discussions held during lunch on 23 March 2007.

Olaf said that the IETF focused on technology and needed help when dealing with policy.Leslie Daigle said that the unwanted traffic workshop was an example where there was a split between policy and technology and that the IETF and ISOC should continue to work together in our respective roles.

Glenn asked Olaf what he thought about the ISOC’s Internet 2020 initiative.Olaf said that there was overlap between the ISOC Internet 2020 effort and IETF activities, for example he pointed out that the 10 billion nodes on the network target in the Internet 2020 effort was also a target for the routing and addressing discussions.

Leslie Daigle(outgoing IAB Chair) noted that the IETF is aware of the ISOC as it concerns the IETF but the IETF is not in general aware of the non-IETF ISOC work and that more meetings like the lunch on 23 March and IETF participation in ISOC board meetings and the like is a good idea.

Ray Pelletier (IETF IAD) said that the initial reports on the Prague meeting were quite positive. He noted that the Prague meeting was the first meeting where the network operations center (NOC) was outsourced and that the experiment went quite well. Lynn noted that outsourcing the NOC meant that a wider range of companies could undertake hosting an IETF meeting.

Ray noted that for the first time the IETF used the services of a professional transcriber to provide real time transcriptions of working group sessions into the IM (jabber) room. Ray said that the Secretariat had an outstanding year in running the meetings and planning for future meetings. He noted that an Internet Draft submission tool was almost finished and would be ready for normal operation before the Chicago meeting.

Ray also noted that the 2006 IETF meeting revenues exceeded goals and IETF expenses came in somewhat under budget (most of the difference came from a lower cost of the RFC Editor). He noted that ISOC had met the requirement in BCP 101 for a level of reserves to support 6 months of operations nearly two years early.

Ray noted the concern expressed by John Klensin during the IETF plenary about the percentage of IETF support that comes from meeting fees in comparison to the level of non-meeting (e.g., mailing list) standards work and the concern that this relationship was not sustainable.Ray indicated it was something the IAOC would be reviewing.

Daniel thanked the people who are now leaving the IAOC for their important work. Daniel asked Ray if his ability to estimate IETF expenses had improved with the experience of the last few meetings.Ray said that it had and he expected few surprises. Ray also noted that the current contract for the IETF Secretariat services was up this year and that the IAOC had published a RFI to determine if there were other options for obtaining the service.

Franck asked if some of the services now being outsourced could be brought in-house. Ray said that the history of the development of the IASA made it clear that the IETF did not want to add ISOC staff but instead wanted to outsource the functions. Leslie noted that BCP 101 defined the relationship between the ISOC and the IETF. John Klensin warned ISOC to not offer gifts to the IETF that the IETF has not asked for since it could result in discussions of how better to use specific funds. He said it would be better for ISOC to respond to IETF requests.

Lynn asked the IETF folks in the room what they think the state of the feeling in the IETF is of the relationship between the IETF and the ISOC.Leslie said that she thought that the IETF was comfortable with the relationship. Lucy agreed. John said that he felt that the current balance was good but might be easily upset.

Daniel asked if ISOC might offer PR resources or would the IAOC want to develop such resources on their own. Lucy Lynch (outgoing IAOC Chair) noted that the IETF process was less than transparent and that some potential contributors worry about how the authorship of ideas is recognized as technologies work their way through the standards process. She suggests that one area of possible communications support be around distributing information about IETF processes where the IETF was responsible for the content but that the ISOC offer communications support.

Lynn suggested that the ISOC could help make connections between IETF people and local reporters etcand noted that she had been approached by some members of the IETF leadership to provide various types of support.

Desiree asked if the IETF would think it appropriate if ISOC did outreach to educational institutions to let them know about the variety of on-line IETF resources.

Erik said that his experience is that intellectual property rights lawyers in companies can be very worried about giving up intellectual property rights by participating in the IETF standards process.

Franck said that it would be good to provide more resources for new IETF participants. Lucy suggested that this suggestion be communicated with the IETF edu team.

Lynn asked what the IETF thinks about the ITU’s NGN or NSF’s GINI efforts.Olaf said that there were individual opinions on the work of other SDOs and that the research work, such as GINI, might come into the IETF via the IRTF but that he did not feel that there was anything particular to be done at this time.

Franck asked if the IETF had any specific reaction to the ITU-T’s NGN efforts.Olaf said that he feels the message should be about the technical abilities of the IETF not about what others are or are not doing.

Leslie asked what the ISOC would like from the IETF in relation to the ISOC’s activities. Daniel said that, in his opinion, it would be good to have IETF review and opinions on certain of the ISOC activities.

V – Chapter/Regional Bureau Update

Lynn introduced the topic of ISOC chapter development and regional bureaus.She said that ISOC has embarked on a strategic multi-year Chapter Development Program, and a number of new initiatives with respect to Chapter Development have been implemented over the last few years, and more are planned. She reminded the board that they had approved the piloting of a Regional Bureau concept and two Bureaus were launched last year as part of this effort, one each in Africa and Latin America. She noted that ISOC has a practice of featuring chapters during our Board meetings but as there is no chapter in the Czech Republic she thought this would be an opportune time to review the regional bureaus instead.

Terry Monroe (ISOC Director of Development and Membership) provided an overview of the chapter development and the Regional Bureaus. He noted that ISOC had reached every current ISOC chapter within the past few months. They did find a few dormant chapters and are working with them to see if they can be revitalized. Terry reviewed the progress to date in addressing the issues with the membership system. Glenn asked what the deliverable is on this topic. Terry said that the deliverable is to have a draft set of business rules needed for a membership system by the July board meeting for subsequent approval and inclusion in a Membership document.

Franck said that he was worried that the ISOC was not talking into account political tensions when chartering some chapters in areas where there is political conflict. Lynn said that ISOC tries to do due diligence when chartering new chapters.

Dawit Bekele (ISOC African Regional Bureau Manager) presented an overview of the ISOC African Regional Bureau. Fred asked if Dawit was talking with telecom regulators in the area. Dawit said he was not yet but was planning to talk to everyone that was relevant and had already talked with groups such as the ITU-D and the UN Economic Commission for Africa (UNECA). Daniel asked if the African chapters would like more communication with ISOC over the development of Internet related policies for the region. Dawit said that this was an important topic and that he had heard from chapters that they wanted to participate in policy discussions but wanted to be sure that they were properly in sync operationally and with respect to supporting our principles.

Daniel asked if a French language version of the IETF Journal would help get people involved even though one needed to know English to participate in the IETF. Lynn said that she thought that a translation could be helpful as an education tool. Mike Nelson (on Jabber) suggested that a translation might help a senior manager understand that it was worth spending money to send engineers to IETF meetings.

Sebastian Ballagamba (ISOC Latin America and Caribbean Regional Bureau Manager) presented an overview of the ISOC Latin American and Caribbean Bureau. Franck asked if the chapters are also involved in the contacts that Sebastian discussed in his presentation. Sebastian said that he was keeping the chapters informed about his activities but not all of the chapters were active enough yet.In one case he has identified new people that are interested in revitalizing a chapter. Sebastian noted that preparation for the upcoming IGF meeting was a current focus of his and ISOC’s activities in the region

Glenn moved that the ISOC board of trustees welcome new ISOC chapters. Franck seconded the motion. The motion passed unanimously.

Resolution 07-08: ISOC Board of Trustee Welcomes New Chapters

RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC chapters which were chartered and approved since the last Board meeting; ISOC Burundi, ISOC Romania, ISOC Democratic Republic of Congo and ISOC Republic of Congo.

Daniel then discussed the process that the ISOC should be following when there is a conflict at the local level over who should form a charter. He said that his opinion was that ISOC should generally leave it to the local community to work things out.Terry said that sometimes feedback from the local community is that the people currently are not the right people in either case and said that ISOC followed the process that Daniel suggested. Lynn reminded the board that ISOC was now doing more due diligence before approving a chapter.Daniel asked that the staff develop a written description of the due diligence Policy for Board approval. Lynn agreed and said that the staff was working on a comprehensive set (and in some cases a revamp) of procedures and policies about chapter practices, formation and review that will be provided to the board for review. Franck recognized the staff’s efforts in contacting all of the current chapters and thanked them for their efforts.

The meeting broke for lunch at 12:30 pm CET.

The meeting resumed at 1:51 pm CET.

VI – Membership Policy

Franck said that he feels that the board needs to discuss and review all of the chapter and membership policies. For example, when should ISOC resources only be used for ISOC members.Another example is how contributions should be organized between chapters and ISOC itself.

Daniel asked what specific things that the board could do here or if Franck feels that progress is being made with the increased staffing.

Franck said that he would like the staff to come to the board with draft policies to review. Daniel asked if other board members wanted to address this issue. Glenn noted that the board had repeatedly discussed what the value of ISOC membership should be and that this discussion needed to continue. Bill asked if the board had discussed the basic type of organization the ISOC wanted to be: one that worked for their members or one where the members worked for the organization.

Lynn noted that the ISOC staff had almost doubled in recent months and that she and the entire staff were committed to ongoing improvements; and that as ISOC was now better staffed than at any previous point in the past, she was enthusiastic about what the future held for ISOC. She felt that more board input about specific initiatives would be helpful.In response to Bill’s question, she noted that ISOC was established as a charitable organization and that she had been managing ISOC based on its purpose and mission while adhering to ISOC’s principles and to the principles that facilitated the development of the Internet. She contrasted this with a more traditional membership organization. Daniel said that this was an important discussion for the board to have.

Desiree said she supported Lynn’s direction but that ISOC needed to better articulate its mission to others.Fred said that he was worried that the ISOC sometimes comes across as telling the chapters that the ISOC principles were right and chapter input on the principles was not welcome. Daniel said that the board needed to set a framework to make it as easy as possible for chapters to contribute to ISOC efforts.Fred said that discussions on the chapters list indicate a feeling that policy is made remotely in Reston or Geneva and handed down. Lynn responded that in some cases there was deep polarization within the membership on some topics. The staff does reach out to many people in such cases but the ISOC principles are always the guiding force. She said that staff would be drafting value propositions for chapters and ISOC, for Board and Chapter review, to cover circumstances where an organization might want to participate locally with a chapter or with ISOC globally.

Daniel said that the board needed to decide where they want the organization to go. The board needed to provide guidance to the staff but not to go into too many details.
Lynn noted that ISOC (HQ) does not pursue “local” companies such as IBM France but rather approaches global companies leaving local companies to the chapters.She also noted that the value propositions are truly different. Franck asked the board to consider what amount of ISOC support should go to ISOC members.Glenn noted that the relationship between ISOC chapters and ISOC was somewhat fuzzy unlike many international organization. He noted that the ISOC had been [Glenn please complete]

Bill noted that it is a different discussion for an individual to go to their organization and say they wanted the company to become a member of ISOC the answer is usually “what does ISOC do for us” but if the same person were to say that they wanted to join the ISOC as a “Contributor” the discussion is a very different one.Daniel described the arrangement within RIPE between the members who provide the funding and other participants. Daniel asked Lynn what she takes away from this discussion.

Lynn said it was a complex and sensitive discussion and reviewed a recent issue where staff had decided not to require ISOC membership for candidates to be considered for the IETF developing country fellowship as it was contrary to both ISOC’s and the IETF’s principles of reducing barriers.Daniel said that membership can be a barrier for some people and should not be a requirement to qualify for the IETF fellowship program.

Fred asked if the ISOC should have membership if we do not require it for things such as this. Scott said he feels the ISOC should be providing services to the overall Internet community not restricted to a membership. Lynn noted that legally the ISOC is a charitable organization not a traditional membership organization where a member pays X and expects Y in return. She noted that ISOC has traditionally taken it’s authority from it’s Principles, and that she liked Bill’s comparisons re “Contributors” or “Participants” as this more accurately reflect ISOC’sintent historically.She said that the high order mission the ISOC espouses is one of service to the Internet community.

Lucy Lynch said that she feels membership should be an agreement between the organization and an individual (or chapter) because of an agreement on principles and not because they filled out a web form as part of an entry requirement for a program.

Bill suggested that Lynn take this discussion back to the staff and ask that they produce a proposed resolution.Daniel suggested that this was a board choice not a staff one.
Daniel asked that the board each say what their opinion on the topic is. Erik said he was not sure. Patrik said he was leaning more toward a contributor concept. Bill said that he felt that the concept of participant would be better than member. YAN Bao Ping said she was not sure.Fred said he liked the concept of participant but also felt that if the ISOC did not value membership enough to require it in some cases we should not have it. Franck said that he felt charter membership and ISOC participation were both good ideas. Desiree said that she agreed with Lynn on the ISOC mission. John Klensin suggested that a comparison between IETF participants and ISOC memberships was not a good one because of the differences between the IETF and ISOC. He also pointed out that ISOC membership was part of the benefits given to the people who attended the developing country workshops and maybe a question could be should an IETF fellow be automatically enrolled as a member but given the option to opt out of membership. But if they opted out maybe if they opted out they did not share the ISOC principles and maybe was not the right person after all.

Erik suggested that he felt that the board consensus was to support the idea of membership as long as we valued it. He suggested that in the particular case of the IETF fellowship John’s suggestion made sense.

Fred said he was here because he could collaborate with people who agreed with some of the same principals but he felt that some people were not so altruistic and thus maybe some specific benefits for membership may be needed. Franck suggested that providing priority to members may be a reasonable approach. Scott suggested focusing outreach about ISOC opportunities and materials on members and chapters but to not restrict access.

The board continued to discuss this issue for a while. The overall discussion was summarized by Daniel.He said he felt that there was a consensus that ISOC should continue to have members that support our principles. He said that he also sees a consensus that ISOC materials and opportunities would be aggressively communicated to members and chapters but not restricted to them. Daniel asked Lynn to undertake an effort to make sure that the ISOC principles are well set out on the ISOC web page and communicated continuously. He noted that he was not asking the staff to suggest new principles since that was a board responsibility but that the staff should be sure that the principles were well articulated in an easily digestible form.

VII – Major Strategic Initiatives Planning session

Lynn introduced the discussion of the ISOC staff’s efforts re a significant Major Strategic Initiative (tentatively labeled Internet 2020). In particular, this effort is focused at the intersection of technology and policy and should be focused on the more intractable issues where ISOC has a significant and quite unique contribution to make.

Lucy said that there were two general spaces that developed out of thinking about the white paper that Stephen and Erik produced.The first was a list of current Internet problems developed by K. Claffy of CAIDA and a list of Enabling Futures such as terabits to the desktop. Lucy described a handout to be used in the small group exercise.

The group broke into two groups to undertake the group exercises.Separate notes were taken during these exercises.

The meeting broke for the evening at 5:15 pm CET.

The meeting resumed in closed session at 8:12 am CET.

VIII – Update on PIR Director and CEO Appointment process as well as a review of the PIR

Appointment process for the PIR Board of Directors:

Glenn reported that he had previously circulated a draft set of selection criteria to the ISOC Board, and that the PIR board had also produced their own set of criteria in response to a request from ISOC. Glenn integrated these two documents and distributed it to the ISOC board for review. He also discussed a proposed call for new PIR board members. After some slight modification, this call was accepted. Erik reminded the ISOC board that the ISOC board had decided last year to let the PIR board decide if they wanted to compensate their own board members for their time.

Glenn moved that the board approve the proposed PIR board of director appointment processes.Fred seconded the motion. The motion was unanimously approved.

Resolution 07-09: ISOC Board of Trustees Approves PIR Board of Director Appointment Process

RESOLVED, that the ISOC Board of Trustees approves the selection criteria as reviewed and authorizes the president to issue a call for candidates with the intent to seat up to three Directors mid year 2007 in order to allow adequate transition time.

Glenn asked if a professional firm should be retained to facilitate the search for the new PIR board members. The board discussed the question and concluded that using such a firm to enrich the pool rather than to actually conduct the search would be beneficial.
The board decided that the Ad-Hoc ISOC-PIR Committee should provide the ISOC board with a proposed slate for the PIR board.

The open board meeting resumed at 8:54 am CET.

IX- Ratification of motions passed in the closed session

Fred moved to ratify the motions made in closed session. Desiree seconded the motion. The motion carried unanimously.

Resolution 07-10

RESOLVED that the motions passed in closed session are ratified.

The resolution passed in closed session was:

Resolution 07-09:ISOC Board of Trustees Approves PIR Board of Director Appointment Process RESOLVED, that the ISOC Board of Trustees approves the selection criteria as reviewed and authorizes the president to issue a call for candidates with the intent to seat up to three Directors mid year 2007 in order to allow adequate transition time.

X – Review of the results of the Major Strategic Initiatives Planning exercise

Lucy reviewed the results of the “problem solving” group. She said that the group did not come to a conclusion since they felt that the template was not at the same level as the background material.(Lucy to fill in?)

Fred reviewed the results of the “enabling futures” groups. He reviewed the “we envision” slide. He reported that the group felt that many of the visions were more marketing than prediction. He said that the group focused on the “new commons” topic. Fred said that the group focused on the current gaps in the ISOC which stand in the way of the ISOC being a facilitator of the communication between the extremes of points of view in designing a new commons. He said that the ISOC does not have good contacts in the community that supports DRM and suggests ISOC(Fred to fill in)

Fred suggested that the result of the exercise should be a list of practical steps that the ISOC could take in the near future.Bill said that this is a great opportunity to engage the Internet community using tools such as “wisdom of crowds” and maybe work with Paul Baran.

Lynn questioned whether the results of this exercise were enough to allow the staff to begin to whittle down the possible initiatives. She asked if there was support for continuing with the two streams:

Problems facing the Internet, and, Enabling Futures, or if it was appropriate to move to one stream as they both had a lot in common and were somewhat two sides of the same coin. She was also concerned that the results were too incremental rather than being major initiatives. In response to a question, Lynn reminded the board that they had decided last year that ISOC had the opportunity with the increase in PIR funds to address some complex, intractable issues. The goal was to be able to look back in the year 2020 and be able to say that the Internet is actually significantly better because of what the ISOC had done.

Fred said his picture was that we were looking for projects that could create excitement and make a difference. He said helping people find common ground could be one such project.

The board discussed the results of the exercises. As a result of the discussion Lynn said that she feels that she and the staff now have enough information to prepare some proposals to the board.

XI – Project Funding Committee Review and Appointment

Lynn noted that at various times over the past years, ISOC management have had difficulty staffing the Project Funding Committee with the appropriate number of ISOC Trustees and/or appropriate mix of expertise. She said that she would like to propose a resolution that gives management more flexibility while continuing an option for Trustee involvement. She noted that this was a change from the previous practice of filling the positions on the Committee with Board members only, and widens the pool of available expertise.

Bill moved to delegate the authority to appoint members of the ISOC Project Funding Committee to the CEO. Fred seconded the motion. The motion carried with a vote of 5 yes, Daniel, Glenn, Erik against and Franck abstaining.

Resolution 07-11: Filling Positions on the ISOC Project Funding Committee

RESOLVED, that the CEO is able to fill the vacant positions on the Project Funding Committee.

Erik moved to define the criteria for membership in the ISOC Project Funding Committee – Franck seconded the motion.The motion passed with 7 in favor with Daniel and Bill abstaining.

Resolution 07-12: Criteria for membership in the ISOC Project Funding Committee

RESOLVED, that the membership of the ISOC Project Funding Committee include suitably qualified and willing candidates from the ISOC membership with relevant experience. This may include ISOC Board of Trustee members as well as other individuals from the ISOC membership with specific expertise.

XII – President and CEO’s Operational Report

Lynn gave a short overview of the organization’s Operational report concentrating on topics of particular board interest not covered elsewhere. Daniel noted the Board’s appreciation of the efforts of the CEO and the staff in their efforts that have resulted in the significantly improved financial strength of the ISOC.

The following Operational Reviews have been provided by ISOC Management and Committee Chairs but were not specifically discussed during the meeting.

  1. Policy – Shears/Bommelaer
  2. Education – Rose/Kuehne
  3. Individual Members & Chapters – Monroe/Lord
  4. Organization Membership – Monroe/Dvorshak
  5. Communications – Thalhimer/Godwin
  6. 2007 IETF Administrative Support Activity (IASA) Update – Lynch/Pelletier
    – IAOC update
    – IETF Trust update
  7. Ad-hoc ISOC-PIR Committee update – Ricart

XIII – 2008 – 2010 Board Priorities for input to ISOC’s planning process

Daniel reminded the Board that it has previously said they would like to give strategic level direction early in the planning process. He also reminded the board that they had requested that future budgets be organized on a project basis. He asked the board for input to Lynn for the ISOC 2008 – 2010 planning and budgeting process.

Fred complemented the staff on the materials provided for the board for the last few meetings.He noted that the ISOC had purposefully over emphasized the IETF recently and wanted to know what could be done to balance ISOC’s efforts.

Daniel agreed with Fred about complementing the staff on the board materials but requested that the materials be more of a summary nature in the future, and he also commented that it was not necessary to do a full Board meeting for all Board meetings (referencing specifically the Board conference calls). Daniel then said, relative to the budget priorities, that he would like to see more of a focus on staff who actively engage with the chapters. He also said that he had heard from some chapters that they would like to better coordinate their policy efforts through the ISOC.

Patrik agreed with Daniel about chapter communications but warned that the board needed to keep in mind the expenditures that will be required for the Internet 2020 initiative and to not over spend on staff.

Erik reviewed the discussions of the last few days and noted the ISOC’s commitments to the IETF and the need for resolving the issues with the membership system.

Desiree said that she would like to see more joint work between ISOC and its chapters.
Franck suggested that an effort could be undertaken to get more chapter members to board meetings.

In response to a question from Glenn, Patrik noted that the ISOC was quite active in the public policy area and that additional funding, beyond the new public policy person, may not be needed at this time.

Erik said he hoped that the level of effort required from Lynn for the IAOC would be able to ramp down now that they were better established. Lynn said that she expected the level of effort would not be reduced all that much this coming year given two major RFP’s are expected. Erik said that he was basically worried that the level of effort Lynn has been putting into the IAOC has been impacting her work on ISOC efforts.

Glenn asked if the level of technical education was about right.

Desiree said that she would like to see more. Karen Rose said that there were different areas in the ISOC’s educational activities and asked for input from the board about what priories she should keep in mind.

Daniel said that he felt that workshops, or other efforts in local areas to help them feel more of a part of the Internet community, were important.He also noted that discussions this past week with people from the IETF community indicated that there was a need to help the IETF get out the information about IETF activities and technologies.

YAN said that she hoped that the ISOC could organize courses about the Internet in developing countries including China.

Karen said that she was quite excited about the conversations she had had with the IETF last week.

XIII – Audit Committee

Glenn moved that Bill be added as a member of the Audit Committee. Desiree seconded the motion. The motion was unanimously approved.

Resolution 07-13: Adding a member to the Audit Committee

RESOLVED, that Bill St. Arnaud be added to the Audit Committee

XIV – Review Board Work Plan

Daniel asked the board to revisit the Proposed Board Work Plan and suggest adjustments. He asked the board if they felt that the plan was realistic. Erik and Patrik said that they felt that the milestone of approving a major initiative at the July face-to-face is too aggressive. Erik suggested holding a workshop focused on the Internet 2020 efforts with people doing research in the area and members of the ISOC community with relevant skills. Bill supported Erik’s suggestion.

Daniel warned that such a workshop should not be our only plan.

Lucy asked the board to set aside specific time during the July board meeting to discuss this issue. Daniel said that he is worried that we do not currently have strong leadership for this effort. Lynn asked if there was a subset of the board that would be willing to work with the staff in the near future to develop a specific proposal for the July meeting. Fred, Erik, Bill and Desiree volunteered to do so.

Daniel noted that the teleconference currently scheduled for Jan 21 2008 might be canceled if there were no urgent business. The board agreed on the following dates for face-to-face board meetings in 2008:

  • March 15-16 in Philadelphia after the IETF meeting. A meeting in connection with the ICANN summer meeting and a PIR board meeting
  • November 22-23 in Minneapolis after the IETF meeting.

The board agreed on the following dates for board teleconferences – the teleconferences starting at 10am US ET for two hours: May 19 and September 15

XV – AOB

Daniel noted that his day job has changed since he agreed to undertake the role as board chair. He now has less time and has been asking specific board members to take on specific tasks. He said that he feels that he still has time to perform the chair tasks but would not be insulted if someone else were to step up to the task at the end of his current term. Daniel thanked the staff for their efforts in organizing this meeting. The board expressed thanks to Daniel and Peter for their efforts on the Marratech system and to the staff for all their work in preparing for the meeting.

The meeting was adjourned at 11:48am CET.

Summary of Resolutions

Resolution 2007-3: Approval of the minutes of the 15th January 2007 meeting of the Board of Trustees

RESOLVED that the minutes of the 57th Board meeting of the Internet Society held January 15th, 2007 are approved.

Resolution 2007-4: Confirmation of the Electronic Vote approving the 2007 IAB Slate.

RESOLVED that the following electronic vote is approved.

RESOLVED, that the ISOC BoT confirms the following slate of candidates for the IAB as per RFC 3777 and the submission by the IETF NomCom: Barry Lieba, Loa Andersson, Kurtis Lindqvist, Danny McPherson, Dave Thaler, Lixia Zhang.

Resolution 2007-5: Thanking the IETF nominations committee.

RESOLVED that the ISOC BoT thanks the IETF nominations committee and its chair for their excellent work.

Resolution 2007-6: Confirmation of the Electronic Vote approving the Indemnification Agreement for the IETF Trust

RESOLVED that the following electronic vote is approved.

RESOLVED, that the Board approve the Indemnification Agreement for the IETF Trust and authorize the President and CEO to execute said document.

Resolution 2007-7: Confirmation of the Electronic Vote approving the Indemnification Agreement for the ISOC Board, ISOC CEO and the Officers and Management of ISOC

RESOLVED that the following electronic vote is approved.

RESOLVED, that the Board approve the Indemnification Agreements for the ISOC Board, ISOC CEO and the Officers and Management of ISOC per the following documents:

  • Indemnification-ISOC Board.doc
  • Indemnification-ISOC empl.doc, and
  • Indemnification ISOC CEO.doc

and authorize the President and CEO to execute said documents as appropriate.

Resolution 2007-8: ISOC Board of Trustee Welcomes New Chapters

RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC chapters which were chartered and approved since the last Board meeting; ISOC Burundi, ISOC Romania, ISOC Democratic Republic of Congo and ISOC Republic of Congo.

Resolutions passed in closed session:

Resolution 2007-9: ISOC Board of Trustees Approves PIR Board of Director Appointment Process

RESOLVED, that the ISOC Board of Trustees approves the selection criteria as reviewed and authorizes the president to issue a call for candidates with the intent to seat up to three Directors mid year 2007 in order to allow adequate transition time.

Resolution 2007-10:

RESOLVED that the motions passed in closed session are ratified.

Resolution 2007-11: Filling Positions on the ISOC Project Funding Committee

RESOLVED, that the CEO is able to fill the vacant positions on the Project Funding Committee.

Resolution 2007-12: Criteria for membership in the ISOC Project Funding Committee

RESOLVED, that the membership of the ISOC Project Funding Committee include suitably qualified and willing candidates from the ISOC membership with relevant experience. This may include ISOC Board of Trustee members as well as other individuals from the ISOC membership with specific expertise.

Resolution 2007-13: Adding a member to the Audit Committee

RESOLVED, that Bill St. Arnaud be added to the Audit Committee