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Board of Trustees Meeting Minutes

No. 61 (June 30-July 1, 2007)
Board Meeting Minutes

Minutes of Board Meeting No. 61

30 June – 01 Jul 2007, San Juan, Puerto Rico

Author: S. Bradner
Date: 2007-07-01
Committee: BOT
Document: 07-61
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

The ISOC Board of Trustees met from 8:49 AM US EDT to 5:24 PM on 30 June 2007 and from 8:01 AM to 10:55 AM US EDT on 1 July 2007 in San Juan, Puerto Rico.

The following members of the Board of Trustees were present:

Fred Baker
Hiroshi Esaki
Patrik Faltstrom
Ted Hardie
Daniel Karrenberg
Franck Martin
Desiree Miloshevic
Dr. Alejandro Pisanty via telephone for part of the meeting
Glenn Ricart
Lynn St. Amour (President & CEO)
Patrick Vande Walle

Apologies were received from Bill St. Arnaud, and YAN Bao Ping.

Also present were:

Scott Bradner (Secretary)
Terry Weigler – (ISOC Office Manager and Chapter and IM Support)
Anne Lord (ISOC Sr. Manager for Chapters and Individual Members)
Terry Monroe (ISOC Director of Development and Membership)
Lucy Lynch (Director of Technical Projects) (part-time by conf. call)
Kevin Craemer (Events Manager)
Ed Juskevicius (Chair, ISOC AC)

Minutes taken by Scott Bradner.

A quorum was present on both days.

I – Selection of new Chair

Lynn, as President, opened the meeting at 8:49 am. She discussed the rules for applying for the chair position. The existing process requires an announcement by possible candidates at least one week ahead of the Board meeting. She noted that Daniel had made such an announcement. She asked if there were any other candidates. There were none.

Glenn moved that the board select Daniel chair by acclamation. Franck seconded the motion. Daniel discussed his feelings about the role of chair and how he will approach things if selected.

Lynn called the question. The motion passed unanimously.

Resolution 07-21: Elect a Chair of the board.

RESOLVED that Daniel Karrenberg be elected as Chair of the board.

Daniel took control of the meeting at 8:53 am.

II – Selection of Officers

Daniel proposed Scott Bradner as Secretary. Ted moved that proposal. Patrick seconded the motion. The motion passed unanimously

Resolution 07-22: Appoint a Secretary to the board.

RESOLVED that Scott Bradner be appointed as Secretary to the board.

Daniel proposed Glenn Ricart as Treasurer. Ted moved that proposal. Fred seconded the motion. Glenn noted that this was his last year on the board and suggested that someone from the board should work with him to understand the role of the Treasurer to be ready to assume the role of Treasurer next year.

The motion was unanimously approved except for Glenn who abstained.

Resolution 07-23: Appoint a Treasurer.

RESOLVED that Glenn Ricart be appointed as Treasurer.

Daniel suggested that the actual staffing of the various committees be determined Sunday to give him a chance to discuss possible memberships with the board members.

Daniel described the role and responsibilities of the Executive Committee. Glenn discussed the roles and responsibilities of the Audit and Ad-Hoc ISOC-PIR Committees. He said that the only task that the Ad-Hoc ISOC-PIR Committee had taken on this past year was a review of possible PIR board members. The board discussed the requirement for continuing the Ad-Hoc ISOC-PIR Committee and resolved to discuss that on Sunday as well.

Fred described the role and responsibilities of the Nominations and Elections Committees.

III – Comments from New Chair

Daniel discussed the board work plan that was used by the board over the last year and proposed continuing that same method of operation going forward. The board discussed the dates of upcoming board meetings (Dec 8 & 9 after the IETF meeting for a face to face meeting and teleconferences on 15 October and 21 Jan 2008 at 10am ET). The board also discussed possible dates for a 3-day board retreat.

IV – President’s Report

Lynn gave a short overview of the ISOC’s Operational report concentrating on topics of particular board interest not covered elsewhere. She reviewed the state and growth of the ISOC staff, the status of the public support test with the U.S. Internal Revenue Service, the ISOC’s support of the IETF and the forecast for PIR revenue for the year. She also reviewed the current ISOC balance sheet and proclaimed it very healthy. Lynn then reviewed the purpose and details of the 2008-2010 conceptual high-level budget.

V – Roadmap-Chapter Policy Development

GOAL: To solicit feedback from the Board on the development of policies for chapter development and continuing operation.

Anne Lord reviewed, and the board discussed, the Chapter Development plan. Terry Monroe then discussed the status of the status of the ISOC membership system and the ISOC staff’s BRIMS (Business Rules in Membership System) initiative that was working to establish a consistent set of business rules around things such as reaffirming membership.

VI – Presentation by Puerto Rico Chapter

Archer Lebron welcomed the ISOC board to Puerto Rico and introduced Ernesto Cruz who presented an overview of Puerto Rico and the activities of ISOC Puerto Rico. Eduardo Diaz described a special internship program that ISOC PR developed with the Puerto Rico Telecommunications Forum and which was supported by an ISOC grant.

Daniel thanked the chapter representatives for their presentation and efforts. He said that he was very impressed with what the chapter has done and asked that the chapter share their experiences with other chapters.

VII – Organization Member Review

GOAL: To solicit feedback from the Board on the organizational member development plan.

Terry Monroe presented, and the board discussed, the ISOC Organization Member Development Plan. In response to a question, Ed Juskevicius said that Terry should be able to get strong input from the AC on the proposal. The board noted that cleaning up the ISOC web site should be a high priority task for an Internet-centric organization, including working to ensure that appropriate parts of the site were accessible in languages other than English.

VIII – Individual Member Review

GOAL: To solicit feedback from the Board on a new approach to increasing the number of individuals who qualify as Sustaining Members.

Terry Monroe introduced a board discussion of possible directions for the ISOC individual member category. Daniel summarized the discussion by saying that he heard that the board does not consider the governance issue (the election of board members by individual members) a major issue at this point. He also said that he heard that the direction should be to determine how sustaining members assist in the realization of the goals of ISOC rather than focusing in on the cost of such memberships. He also heard that there should be an effort to work with the chapters to develop these areas concerning individual memberships that are affiliated with chapters.

IX – Major Strategic Initiative

Next Steps – A proposal

GOAL: To present the current progress of the Major Strategic Initiative and to solicit board support to move forward on two key activities:

  • Planning for an October 2007 Board level Strategic Retreat.
  • The first cycle of “Internet Futures” projects.

Lynn introduced a board discussion on the Major Strategic Initiative. Daniel summarized the discussion by saying that the board supported holding a retreat with aim of establishing leadership in the topic of a trusted Internet. The aim is to be at the intersection of policy and technology while keeping in mind the goal to support end users and perhaps some deployment projects.

X – AC Update

GOAL: Update the ISOC Board, identifying any significant points of interest/discussion.

Ed Juskevicius provided an update of the role and work of the AC. Ed noted that about 20% of the organizational members attended AC meetings but the AC mailing list is not busy nor was the board asking the AC for advice all that often.

Executive Session
ISOC board members, with Stephen Squires as an invited guest and Kevin Craemer to facilitate the meeting.

XI – PIR Review and PIR Director Appointments

The open session resumed.

XII – Ratification of motion passed in the closed session

Fred moved to ratify the motion made in closed session, Glenn seconded the motion. The motion carried unanimously.

Resolution 07-24

RESOLVED that the motion passed in closed session is ratified. The motion passed in closed session was:

Resolution 07-25: Appointment of a PIR board member

RESOLVED that Barbara Frazer is reappointed to the PIR board for a term beginning January 1, 2008 and ending on December 31, 2011.

XIII Staffing the board committees

The board discussed the Ad-Hoc ISOC-PIR Committee and decided that it was no longer needed. Glenn and Daniel thanked the members of the committee for their work.

The board discussed the role and makeup of the Executive Committee. Daniel asked for volunteers for the Executive Committee. Daniel proposed an Executive Committee consisting of Franck, Fred and Desiree with himself (as chair), Lynn (as President), Glenn (as Treasurer) and Scott (as Secretary) as the other members. Glenn moved this proposal and Hiroshi seconded the motion. The motion was unanimously approved.

Resolution 07-26: Appoint an Executive Committee.

RESOLVED that Franck Martin, Fred Baker and Desiree Miloshevic be appointed to the Executive Committee along with Lynn St. Amour (as President), Glenn Ricart (as Treasurer) and Scott Bradner (as Secretary).

The board discussed the makeup and role of the Audit Committee. Daniel asked for volunteers for the committee. Glenn proposed an Audit Committee consisting of himself (as Treasurer) as committee chair and Ted and Patrik as members. Glenn moved this proposal. Patrik seconded the motion. The motion was unanimously approved except for Patrik, who abstained.

Resolution 07-27: Appoint An Audit Committee.

RESOLVED that Glenn Ricart (as Treasurer) be appointed chair of the Audit Committee and Patrik Faltstrom and Ted Hardie be appointed as members of the committee.

The board discussed the makeup and role of the Nominations Committee.
Glenn moved to appoint Patrick as Nomcom chair. Franck seconded the motion. The motion was unanimously approved except for Patrick, who abstained.

Resolution 07-28: Appoint a Chair of the Nominations Committee.

RESOLVED that Patrick Vande Walle be appointed as the chair of the Nominations Committee.

The board discussed the makeup and role of the Elections Committee. Glenn moved to appoint Fred as Elections Committee chair. Franck seconded the motion. The motion was unanimously approved expect for Fred, who abstained.

Resolution 07-29: Appoint a Chair of the Elections Committee.

RESOLVED that Fred Baker be appointed as the chair of the Elections Committee.

XIII – Update on ICANN’s strategic activities/challenges.

GOAL: To have an open discussion and update the Board on major ICANN developments.

Lynn and Alejandro updated the board on the current status and activities of ICANN.

XIV – Board Work Plan Review

GOAL: Revisit the Proposed Board Work Plan and make adjustments as necessary based on Board discussions.

The board discussed dates for board meetings in 2008 and agreed to the following dates:

  • 21 January 2008, via teleconference
  • 15 & 16 March 2008, in Philadelphia following the IETF
  • 19 May 2008, via teleconference
  • 28 & 29 June adjacent to the ICANN meeting
  • 15 September 2008, via teleconference
  • 22 & 23 November 2008, in Minneapolis following the IETF

Daniel reviewed the board work plan.

The board discussed the October board retreat. Glenn, Hiroshi and Stephen Squires agreed to staff a program committee for the retreat joining Lucy Lynch and Lynn. The board discussed dates and a location for the retreat. The board decided on 4, 5 and 6 of October for the dates.

Glenn moved to adjourn. Desiree seconded the motion.

Without objection, Daniel adjourned the meeting at 10:55 am.

Summary of Resolutions

Resolution 2007-21: Elect a Chair of the board.

RESOLVED that Daniel Karrenberg be elected as Chair of the board.

Resolution 2007-22: Appoint a Secretary to the board.

RESOLVED that Scott Bradner be appointed as Secretary to the board.

Resolution 2007-23: Appoint a Treasurer.

RESOLVED that Glenn Ricart be appointed as Treasurer.

Resolution 2007-24:

RESOLVED that the motion passed in closed session is ratified. The motion passed in closed session was:

Resolution 2007-25: Appointment of a PIR board member

RESOLVED that Barbara Fraseris reappointed to the PIR board for a term beginning January 1, 2008 and ending on December 31, 2011.

Resolution 2007-26: Appoint an Executive Committee.

RESOLVED that Franck Martin, Fred Baker and Desiree Miloshevic be appointed to the Executive Committee along with Lynn St. Amour (as President), Glenn Ricart (as Treasurer) and Scott Bradner (as Secretary).

Resolution 2007-27: Appoint An Audit Committee.

RESOLVED that Glenn Ricart (as Treasurer) be appointed chair of the Audit Committee and Patrik Faltstrom and Ted Hardie be appointed as members of the committee.

Resolution 2007-28: Appoint a Chair of the Nominations Committee.

RESOLVED that Patrick Vande Walle be appointed as the chair of the Nominations Committee.

Resolution 2007-29: Appoint a Chair of the Elections Committee.

RESOLVED that Fred Baker be appointed as the chair of the Elections Committee.