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Board of Trustees Meeting Minutes

No. 6 (December 15-16, 1994) AGM
Board Meeting Minutes

Minutes of Board Meeting No. 6

15 – 16 Dec 1994, Reston, United States

Author: G. Huston
Date: 1 January 1995
Body: Board of Trustees
Document: 94-6
Revision: rev.a
Supersedes: –
Status: Confirmed
Maintainer: G Huston
Access: unrestricted

The 1994 Annual General Meeting of the Board of Trustees of the 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 Sheraton Inn and Conference Centre, Reston, Virginia, U.S.A, on Thursday December 15 1994 and Friday 16 December 1994.

Vinton G. Cerf, President of ISOC, assumed the duties of Chairman of the Meeting and called the meeting to order at 9:00 am on December 15. 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, Dave Farber, Frode Greisen, Shigeki Goto, Saul Hahn, Geoff Huston, Robert E. Kahn, Tomaz Kalin, Larry Landweber, Dan Lynch, Kees Neggers, Jean A Polly, Jon Postel, Michael Roberts, Anthony M. Rutkowski (ex-officio).

Absent: Haruhisa Ishida.

A quorum was present on both days.

Observers: Paul Mockapetris, George Clapp, Nick Trio, Rick Adams, C. Joe Pasquariello, Patrice Lyons, Bev Dains, Mary Burger, Andrea Ireland.

The Chair welcomed the elected Trustees assuming office: Saul Hahn, Dan Lynch and Shigeki Goto. The Chair also welcomed the Officers of the ISOC Advisory Council, observers at the meeting.

2. Approval of Minutes

The Minutes of the Meeting of the Board of Trustees held on June 13 – 14 1994, at Prague, Czech Republic, had been distributed for review prior to this meeting.

The Minutes were unanimously approved.

3. Internet Society Strategic Plan

The Board considered in detail the draft document “Internet Society Strategic Plan” (ISOC BoT Document 94-305). The Board highlighted the potential direction of continued development of an individual membership Professional Society, and the direction of assumption of responsibility for Internet-related activities consistent with the role of an International Organisation within the nominated activity domain of supporting appropriate aspects of the global Internet.

It was noted that individual membership levels have not grown according to expectation, and the Board was of the view that the individual membership program does require attention, including promoting ISOC membership through both direct ISOC Individual Membership and various forms of ISOC Chapter participation.

It was also noted that organisational membership would be significantly boosted through broad recognition of ISOC’s role as an International Organisation within various critical Internet support activities, such as standards promulgation, administrative infrastructure support, provision of information, education and training and facilitating effective coordinated activities. The Board considered means of determining roles for ISOC within this domain, including direct responsibility, provision of funding support, or providing a enabling framework for others to undertake the activity.

It was recorded as the sense of the Board to adopt ISOC BoT Document 94-305 as the broad expression of ISOC’s direction, and that the subsequent activity is to prioritise potential activity domains and prepare initial business plans against each activity. These business plans would be reviewed by the Executive Committee as the normative process of commitment to activity.

3.1 Relationship with IETF Standards Activities

The Board considered ISOC’s role within the standardization process, emphasising the intent of ISOC in providing a legal framework for the activity. This legal framework is intended to provide a set of robust procedures for the generation of Internet Standards, and to augment this with liability coverage for those individuals working in positions of responsibility within the Internet Standards process.

ISOC is requesting the IETF that the IETF POISED WG act as the focus for progress in this area, and ISOC will assist in this effort both through the participation of Trustees in the Working Group and through the provision of legal council to the Working Group as required.

The Board empahsised its position of support for the Internet Standards framework, and requested the President to work with the IAB and IESG to ensure that activities undertaken by ISOC in this area ISOC were beneficial to the common endeavour, and percieved to be both beneficial and effective by the participants within this domain of activity.

3.2 Administrative Infrastructure Activities

The Board discussed a potential active role for ISOC in supporting administrative infrastructure for the Internet, either as a direct provider of such services, or as a supporter of such services through either funding or the creation of an enabling framework for such activities. This area includes aspects of name registration support (including the .com domain space which appears to be problematical at present), servicing the address space allocation and registration process.

It was recorded as the sense of the Board to proceed within this area on the basis of a business plan to be reviewed by the Board.

3.3 Resolutions and Actions

Resolution 94-34: ISOC Individual Membership

RESOLVED, that the Board will work aggressively to increase ISOC Individual Membership and Organisational Membership.

Action 94-43: Rutkowski, Neggers, Greisen, Postel, Clapp To develop initial business plans for ISOC activities as documented in ISOC BoT Document 94-305.

Action 94-44: Kahn, Ishida, Greisen, Farber, Hahn
To suggest actions to the Board to rapidly increase levels of ISOC individual membership.

Action 94-45: Rutkowski, Cerf, Bradner
Document the legal framework ISOC provides to the IETF and the IESG.

Action 94-46: Cerf
ISOC to describe ISOC’s liability coverage to the IETF in open plenary.

Action 94-47: Rutkowski, Bradner, Postel
ISOC, IETF and IESG to ratify the Standards Process (currently documented as RFC 1602). This document is to be revised to separate the process of selection of IESG and IAB members from the procedural machinery of generation of standards, and also to separate the patent and copyright language of RFC 1602, review this material and redraft it (with intellectual property considerations included) as a separate document.

Action 94-48: Postel, Landweber, Rutkowski
ISOC to undertake to develop a number of proposals for IETF support, not limited to Secretariat funding but also including scholarships, technical writers and similar contributory activities. This is to include a proposed business plan for IETF Secretariat and meeting funding mechanisms.

4. Election of Society Officers

The Board adopted Resolution 94-35.

Resolution 94-35: Vice President for Education

RESOLVED, that the Board replace the office of Vice-President for Conferences with the office of Vice-President for Education.

The Board elected office bearers for 1995.

Resolution 94-36: Election of Office Holders for 1995

RESOLVED, that the following officers of the Board are elected for 1995:

  • Vice-President for Standards: Scott Bradner
  • Vice-President for Chapters and Individual membership: Haruhisa Ishida
  • Vice-President for Education: Lawrence Landweber

5. Amendments to ISOC By Laws

The Board considered a proposed amendment to the ISOC By Laws relating to clarification of total period of successive service as a Trustee, and determined to reconsider a redraft of these proposed changes at its next meeting, after determining not to accept the proposed amendments at this meeting.

The Board decided to consider again the amendments to the By Laws relating to the end of the defined Initial Period of Operations (ISOC BoT Document 94-254) and the amendments to the provisions relating to Organisational Charter Members of ISOC (ISOC BoT Documents 94-255, 94-306) at its next meeting, after determining not to accept the proposed amendments at this meeting.

Action 94-49: Huston
To re-draft an amendment to the ISOC By Laws (and draft any other necessary instruments) relating to Terms of Office for ISOC Trustees.

6. President’s Report

The President noted that individual membership has risen to 3,700 as of November 1994. While this is a doubling of numbers over the previous twelve months, individual membership is not scaling within any order of magnitude relative to the size and growth of the Internet itself. This was cited as evidence that ISOC had not as yet found a membership approach which is highly effective, and after more than two years it may be appropriate to examine alternative mechanisms to achieve ISOC’s objectives.

Currently ISOC is dependant on the support of the corporate members of ISOC, and accordingly ISOC cannot fail to take note of the corporate membership perspective.

This view of the importance of corporate membership should be balanced by the view that ISOC is not, and does not intend to take on the role of a trade organisation, as there is a more appropriate role as an unbiased body whose interests lie with the Internet and its development, use, areas of application and benefits.

The 1994 financial results are positive, including a contribution from INET’94, and the budget expectations have been met.

The Japan ISOC Chapter has been formed, and there it is anticipated that a second chapter will be formed in Washington DC early in 1995. The President was of the view that further chapters will stimulate ISOC membership by using the chapter as a locus for local interest in the Internet and ISOC-related activities.

The ISOC Secretariat is now running with limits imposed by existing accommodation. Additional space is open to ISOC (some 4,800 sq ft), and was reported by the President as an open item before the Board of Trustees as to whether to expand staffing levels at this point in time.

ISOC is currently engaged in legal action in the US jointly with CNRI. These parties have applied to the US Trademark Office to cancel the existing trademark of “Internet”.

The Internet PCA Registration Authority (IPRA) has been created, and is initially operated under the authority of ISOC by MIT. So far the IPRA has signed certificates for 2 others (US Defense Dept and MCA).

INET’95 has now been scheduled for Hawaii. There was mutual agreement to cease the arrangements with the Singapore organisers.

The major area of consideration for ISOC now is what ISOC can do for the Internet in areas would be regarded as the correct domain of action for such a body.

The President praised the staff for their efforts in 1994, and noted the exceptional contribution of the Executive Director, Tony Rutkowski.

7. Executive Director’s Report

The Board noted the Executive Director’s written report (ISOC BoT Document 94-315). The outcome of the Trustee’s consideration of the Executive Director’ recommendations relating to ISOC Strategy, Accommodation and Staff are documented in relevant items within these minutes.

8. Treasurer’s Report

8.1 1993 Financial Statements

The Board unanimously adopted an amendment to the ISOC Audit Program to appoint by Gelman, Rosenberg & Freedman as independent ISOC Auditors for 1993.

The independent auditor’s report of the Internet Society’s 1993 financial statements, prepared by Gelman, Rosenberg & Freedman, was considered by the Board. The areas noted in the Auditor’s report which could be strengthened in terms of internal control and operational efficiency were noted. The board was informed that all recommended procedures are being implemented by the ISOC Secretariat.

The Board considered the audited 1993 financial statements, including the December 31 1993 Balance Sheet, the Statement of Revenue, Expenses and Change in Fund Balance for the Year Ended December 31 1993, and the Statement of Cash Flows Balance for the Year Ended December 31 1993.

8.2 1994 Financial Statements

The Board considered the income statements, expense statements and balance sheet for 1994 (period ending October 31 1994). It was noted that while the accounts for INET’94/JENC5 had not been closed a positive fund balance for ISOC of USD 100,000 is anticipated.

The Board considered whether to contribute to the IETF Secretariat costs for 1994, noting that CNRI has already secured the necessary USD 1 Million funding for this activity for 1994, and concluded not to contribute to IETF Secretariat costs for 1994. The Board did reiterate that the role of supporting standards development within the Internet environment is highly important for ISOC, and undertook to liaise with the IETF and the IESG to establish the most effective way to undertake this supportive role.

8.3 1995 Budget

The Board considered the proposed 1995 ISOC budget.

The estimated income was recorded as USD 1,200,000 for 1995. A number of changes were recommended by the Board to the draft expenditure schedule, and the final proposed expenditure was recorded as USD 1,182,500 for the year, with a contingency of USD 165,000 for the year.

The Board noted that provision had been made in the 1995 budget to fund Trustee’s travel to one Board meeting per year.

8.4 Resolutions and Actions

The Board unanimously adopted Resolution 94-37.

Resolution 94-37: 1993 ISOC Financial Statements

RESOLVED, that the Board accepts the audited December 31 1993 Balance Sheet, the audited Statement of Revenue, Expenses and Change in Fund Balance for the Year Ended December 31 1993, and the audited Statement of Cash Flows Balance for the Year Ended December 31 1993 as an accurate record of ISOC financial activity for 1993.

The Board adopted Resolution 94-28.

Resolution 94-38: 1995 ISOC Budget

RESOLVED, that the President is authorised to carry out the budget for calendar year 1995, which calls for a revenue of USD 1,200,000, total expenses of USD 1,182,500, and a budgeted surplus of USD 7,500.

9. ISOC Publication

Trustees were advised that the previous decision to outsource the editorial activity associated with the ISOC newsletter had been implemented, and the first of these externally prepared publications, using the title “On the Internet” will be released in early 1995.

It was recorded as the sense of the Board that the long term objective for the ISOC publication should be a financially self-supporting activity, with appropriate high quality in content and overall style and presentation.

10. Staff

The Board approved the proposal to hire a technical support staff member, a conference / workshop manager and an administrative support staff member within the approval of the 1995 Budget, on the basis that the detailed duty specifications would be prepared in consultation with the President and the Executive Committee.

The proposal to hire a Deputy Director is to be prepared in further detail, to be considered by the ISOC Executive Committee. It is intended that this position would concentrate on business planning of ISOC activities and fund raising activities (intended to increase the individual and corporate membership base of ISOC) and publicity.

Action 94-50: Rutkowski, Cerf

To proceed with the hiring of a Technical Support position, administrative support position and Conference / Workshop Manager, consulting with the Executive Committee with details of proposed duty statements and responsibilities of each position.

Action 94-51: Rutkowski

To prepare a detailed rationale and proposed duty description for the position of ISOC Secretariat Deputy Director, for consideration by the ISOC Executive Committee.

11. ISOC Staff Offices

ISOC has been advised of the option to lease additional space at 12020 Sunrise Valley Drive, Reston. It was recorded as the sense of the Board to proceed with the lease of additional space, and sub-lease existing space if appropriate to ensure optimal use of leased accommodation.

 

12. Legal Action

ISOC, with CNRI is undertaking a legal challenge to the US trademarking of the word “Internet” to a private corporation. The Board discussed whether funding for this action should be from the ISOC budget, or whether a legal action fund may be appropriate as an opportunity for ISOC.

The Board agreed to limit expenditure in this action to USD 50,000 for 1995, and ensure that this action in defending the public use of the word “Internet” is brought to the attention of the Internet community. The Executive Committee will monitor the progress of this legal activity and associated costs.

13. Executive Committee

The Board proposed to institute a structure of monthly meetings and reports for the ISOC Executive Committee. The executive Committee is proposed to be used as the evaluation and approval mechanism for activities involving significant ISOC commitment, and will operate with all the powers of the Board on all matters other than that requiring a vote from all Trustees.

The Board unanimously adopted Resolution 94-39.

Resolution 94-39: 1995 Executive Committee

RESOLVED, that the Board form an Executive Committee for 1995, with the membership of Trustees Cerf, Greisen, Huston Landweber and Lynch.

14. ISOC Advisory Council Report

George Clapp reported to the Board the ISOC Advisory Council activities since June 1994 (ISOC Advisory Council Documents 94-001 – 94-005). The Advisory Council has elected four Officers: Rick Adams, George Clapp, C. Joe Pasquariello, Nick Trio. These Officers have met on 16 November, and the Advisory Council met in open session at the IETF on 5 December. The Advisory Council has recommended to the ISOC Board of Trustees that the four Officers of the Advisory Council be seated on the ISOC Board of Trustees as voting members of the Board.

The Board extended an invitation to seat the four Advisory Council Officers on the Board of Trustees. The Board will consider mechanisms relating to amendments to the ISOC By Laws to undertake this invitation at its next meeting. The Board agreed to add the four Advisory Council Officers to the ISOC Trustee mailing list immediately as an initial step within the invitation.

Resolution 94-40: ISOC Advisory Council

RESOLVED, that the Board invite the Advisory Council to seat four Council elected voting members on the Board of Trustees.

Action 94-52: Huston
To prepare a detailed set of proposed actions to effect the Board’s invitation to seat the four Advisory Council Officers on the Board of Trustees by the next meeting of the Board.

Action 94-53: Rutkowski, Cerf
Prepare 1994 Report and 1995 Plans papers and circulate to Advisory Council members.

15. Conference Report

INET’94’s final attendance was approximately 1,000, with a net positive financial outcome to ISOC.

There was mutual agreement to cease the arrangements with the Singapore organisers. INET’95 has now been scheduled for Hawaii in July 1995, located at the Sheraton Waikiki. David Lassner of the University of Hawaii is coordinating local arrangements. It is anticipated that attendance at INET’95 will be between 1,500 and 3,000.

INET’96 is scheduled to be held at Montreal, Canada, with CANARIE as local hosts. Fundraising will be undertaken in both Canada and France. Currently it is anticipated to attract some 2,000 attendees.

It is planned to organise INET’97 jointly with TERENA, with potential locations of London or Paris, and INET’98 is planned to be located in Sydney, with Bob Kummerfeld and Geoff Huston as the local organisers.

The Board unanimously adopted Resolution 94-41.

Resolution 94-41: INET’94 Vote of Appreciation

RESOLVED, that the Board express their sincere appreciation to the INET’94 Conference Chair, Geoff Manning, the INET’94 Program Chair, Bernhard Plattner, the INET’94 Program Chair Deputy, Hannes P. Lubich, the INET’94 Local Organization Chair, Jan Gruntorad and the staff of TERENA for their contributions in making INET’94 such a success.

16. Open Society Foundation – ISOC Joint Venture Proposal

The Open Global Networking Institute is a proposal for a joint program with the Open Society Foundation (founded by George Soros) and ISOC (ISOC BoT Document 94-334) . The proposal involves initial staffing of a Program Director and part time administrative assistant, located at ISOC Headquarters. The initial activity would be the construction of an authoritative tabulation of regulatory environments, tariffs, trade laws and similar public factors which effect the future of the Internet, and to be pro-active to work with local bodies and international organisations to change and liberalise these environments regarding the spread of Internet.

The commitment from the Open Society Foundation is envisaged to be USD 100,000 for the first year, and funding would be renewable in successive years, with an expectation for a broadening funding base as the program becomes established. The ISOC contribution is envisaged to be office space, and overall responsibility for staff, administration of the Institute and the broad direction of the Institute’s studies.

The Board recommended the preparation of a business plan to detail the commitments from ISOC, and proposed that this be referred to the ISOC Executive Committee.

Action 94-54: Rutkowski
To prepare a business plan for the Open Global Networking Institute for consideration by the ISOC Executive Committee.

17. Facilitating Internetworking in Africa

The Board reviewed a proposal for facilitating internetworking in Africa (ISOC BoT Document 94-333). The proposal calls for the extension of the Internet to 20 African countries, using 64K satellite, spread spectrum and leased lines. Use a staff of engineers to operate, train and educate local expertise over a period of some 2 years.

The Board agreed that, subject to a detailed review by the Executive Committee and legal council that ISOC proceed with the development of this proposed program.

18. ISOC Trademark

ISOC has been undertaking the filing of the Internet Society name and design in Australia, Canada, France, Germany, Italy, Japan, Norway and the United States. It was noted that there are recurrent costs associated with this activity, and potential liability associated with patent and trademark activity.

The Board agreed not to incur costs of more than USD 3,000 for any single country with respect to registration of trademarks without further approval from the Trustees.

Action 94-55: Patrice Lyons
To respond to the Japan ISOC Chapter regarding the trademark registration of the Internet Society in the Japanese Language.

19. IESG Matters

Scott Bradner conveyed the disappointment from the IESG than the ISOC President and Executive Director were unable to attend the 33rd IETF meeting. It was reported that the IESG is voicing concern over the perceived imprecise nature of the relationship between ISOC and the IETF, and IESG concern was reported over the current status of the Standards Process document, specifically regarding aspects of interpretations of the requirement for openness at every stage of the process and those components of the process document relating to patents and copyright.

The Board reviewed the ISOC insurance arrangements regarding liability coverage for the Internet standards process, and expressed their concern regarding the level of coverage extended to IESG members and IETF Working Group Chairs. The Board requested the Executive Director to investigate this matter in further detail.

The Board offered the IESG the availability of legal council to assist the POISED Working Group with their review of the current Internet Standards Process document.

The Board also requested the President to convey a request to the IESG to commence a dialogue as to what ISOC could do that would directly assist the IESG and the IETF’s efforts.

Action 94-56: Rutkowski
To review insurance coverage with respect to IESG and IETF WG Chairs, and report to the Executive Committee.

Action 94-57: Rutkowski
To arrange, in conjunction with the IETF Chair, the availability of legal council for assistance in the POISED IETF activities regarding the definition of the Internet Standards Process.

Action 94-58: Cerf
To convey a request to the IESG to commence a dialogue as to what ISOC could do that would directly assist the IESG and the IETF’s efforts.

20. Chapters

The Board considered the guidelines for the establishment of ISOC Chapters (ISOC BoT Document 94-253), and the activities report of the Japan Chapter of ISOC (ISOC BoT Document 94-332).

The Board noted that a chapter is effectively a trademark license, and the guidelines are the enumerations of the conditions of the use of the mark.

It was recorded as the sense of the Board to modify the guidelines for chapters to the effect that:

  • all chapter members must also be members of ISOC,
  • that ISOC should not bind individual members to any specific chapter, and
  • ISOC asserts the right to revoke chapter status if the guidelines are not followed.

Action 94-59: Rutkowski
To revise Chapter Guidelines in accordance with the specifies modifications, and to maintain on line all Chapter Charter documents.

21. Awards

Trustees Estrada and Polly reported on the progress on the ISOC Awards. It is proposed to use organisational sponsorship for awards, using the sponsor’s name on the award. The awards are proposed to be USD 5,000 plus travel to the INET conference (total estimated cost USD 10,000). In addition Fellowships are proposed, which entails the placement of students at various institutions.

Trustees were asked to consider nominations for ISOC awards.

22. Organisational Membership

The Board unanimously agreed to alter the arrangements for Organisational Membership, such that pro rata fees will be used for the initial period of membership until December 31 of the year of joining, then using a calandar year membership period thereafter.

Action 94-60: Rutkowski
To implement calandar year organisational membership, with pro rata membership in initial year of joining.

23. Individual Membership

The Board unanimously agreed to alter the arrangements for Individual Membership, such that the period for individual members is to use calendar year as the basis for determination of the membership period, commencing January 1 of each year.

Action 94-61: Rutkowski
To implement calandar year individual membership, with notice to members in 1995 and commencing calandar year membership as of 1 January 1996.

24. Next Meeting

The 1995 Annual General Meeting of the ISOC Board of Trustees will be held in Honolulu, Hawaii, U.S.A. on June 26 and 27, 1995.

The meeting was declared closed at 5:30 pm on December 16 1994.

Summary of Resolutions

Resolution 1994-34: ISOC Individual Membership

RESOLVED, that the Board will work aggressively to increase ISOC Individual Membership and Organisational Membership.

Resolution 1994-35: Vice President for Education

RESOLVED, that the Board replace the office of Vice-President for Conferences with the office of Vice-President for Education.

Resolution 1994-36: Election of Office Holders for 1995

RESOLVED, that the following officers of the Board are elected for 1995:

  • Vice-President for Standards: Scott Bradner
  • Vice-President for Chapters and Individual membership: Haruhisa Ishida
  • Vice-President for Education: Lawrence Landweber

Resolution 1994-37: 1993 ISOC Financial Statements

RESOLVED, that the Board accepts the audited December 31 1993 Balance Sheet, the audited Statement of Revenue, Expenses and Change in Fund Balance for the Year Ended December 31 1993, and the audited Statement of Cash Flows Balance for the Year Ended December 31 1993 as an accurate record of ISOC financial activity for 1993.

Resolution 1994-38: 1995 ISOC Budget

RESOLVED, that the President is authorised to carry out the budget for calendar year 1995, which calls for a revenue of USD 1,200,000, total expenses of USD 1,182,500, and a budgeted surplus of USD 7,500.

Resolution 1994-39: 1995 Executive Committee

RESOLVED, that the Board form an Executive Committee for 1995, with the membership of Trustees Cerf, Greisen, Huston Landweber and Lynch.

Resolution 1994-40: ISOC Advisory Council

RESOLVED, that the Board invite the Advisory Council to seat four Council elected voting members on the Board of Trustees.

Resolution 1994-41: INET’94 Vote of Appreciation

RESOLVED, that the Board express their sincere appreciation to the INET’94 Conference Chair, Geoff Manning, the INET’94 Program Chair, Bernhard Plattner, the INET’94 Program Chair Deputy, Hannes P. Lubich, the INET’94 Local Organization Chair, Jan Gruntorad and the staff of TERENA for their contributions in making INET’94 such a success.