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Board of Trustees Meeting Minutes

No. 63 (December 8-9, 2007)
Board Meeting Minutes

Minutes of Board Meeting No. 63

08 – 09 Dec 2007, Vancouver, BC, Canada

Author: S. Bradner
Date: 2007-12-09
Committee: BOT
Document: 07-63
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

The ISOC Board of Trustees met from 8:05 AM PST to 5:13 PM on 8 December 2007 and from 8:13 AM to 10:12 AM on 9 December 2007 in Vancouver, BC, Canada.

The following members of the Board of Trustees were present:

Fred Baker
Hiroshi Esaki
Ted Hardie
Daniel Karrenberg (via Marratech)
Franck Martin
Desiree Miloshevic
Alejandro Pisanty (via Marratech)
Glenn Ricart
Lynn St. Amour (President & CEO)
Bill St. Arnaud (via Marratech for part of the meeting)
YAN Bao Ping

Apologies were received from Patrik Faltstrom and Patrick Vande Walle.

Also present were:

Scott Bradner (Secretary – via Marratech)
Greg Kapfer (ISOC CFO)
Russ Housley (IETF Chair)
Olaf Kolkman (IAB Chair)
Ray Pelletier (IAD)
Kurt Lindqvist (IAOC Chair)
Ed Juskevicius (Chair, ISOC AC)
Jonne Soinenen (AC Vice Chair)
Nick Trio (AC Secretary)
Nii Quaynor (Postel Award recipient)
several ISOC staff and other participants were also in attendance
A quorum was present for both days.

Fred Baker acted as Chair of the meeting because Daniel Karrenberg was not able to participate in person.

I (a) – Minutes/E-Votes Approved

Glenn moved that the minutes of the 62nd board meeting be approved, Desiree seconded the motion. The motion passed unanimously.

Resolution 07-36: Approve the minutes of the 62nd board meeting

RESOLVED that the minutes of the 62nd Board meeting of the Internet Society held October 4th, 2007 are approved.

I (b) -Ratification of a previous e-vote regarding Election Procedures for ISOC’s Board of Trustees.

Desiree moved that the electronic vote regarding ISOC election procedures be ratified, Franck seconded the motion. The motion passed unanimously.

Resolution 07-37: Ratifying the electronic vote on election procedures

RESOLVED that the e-vote regarding Election Procedures for ISOC’s Board of Trustees is ratified.

I (c) Appointing members of the elections committee

Fred moved that Margaret Wasserman and Sebastien Bachollet be appointed as members of the Election committee, Desiree seconded the motion. The motion passed unanimously.

Resolution 07-38: Appointing members of the election committee

RESOLVED that Margaret Wasserman and Sebastien Bachollet be appointed as members of the Election committee as Chaired by Fred Baker.

I (d) Thanking outgoing members of the PIR board

After an introduction by Lynn commenting on the contributions of the departing PIR Director’s Glenn moved that the ISOC Board thank the outgoing members of the PIR board, Daniel seconded the motion. The motion passed unanimously.

Resolution 07-39: Thanking the outgoing PIR board members

RESOLVED that the ISOC Board thanks Susan Estrada and Eva Fröhlich for their service on the Public Interest Registry (PIR) Board.

I (e) Establishing a bank account for the Itojun Fund

Lynn gave a summary of the request ISOC had received with respect to ISOC supporting the establishment of a fund in honor of Dr. Jun-ichiro “Itojun” Hagino. She noted that this motion was only to establish a bank account to accept donations for the Itojun Fund. The board will be consulted in the future should ISOC consider additional support or other contributions to the Itojun Fund.

Desiree moved that the ISOC open a bank account for the Itojun Fund, Ted seconded the motion. The motion passed unanimously.

Resolution 07-40: Establishing a bank account for the Itojun Fund

RESOLVED that the Board of Trustees authorizes the President of ISOC to establish a bank account to support the establishment of a fund in honor of Dr. Junichiro Hagino, the “Itojun Fund” to support deployment endeavors in the IPv6 area under terms to be defined by the family or the fund originators: Jun Murai, Hiroshi Osaki, Ole Jacobsen, Randy Bush and Bob Hinden.

I (f) Amend something previously adopted

PURPOSE: The wrong termination date for Barbara Fraser’s PIR term was adopted in the minutes of the 61st Board meeting and needs to be corrected.

Glenn moved that the minutes for the 61st board meeting be corrected, Franck seconded the motion. The motion passed unanimously.

Resolution 07-41: Amend something previously adopted

RESOLVED that Resolution 07-25: Appointment of a PIR board member in the minutes of the 61st meeting of the ISOC Board of Trustees is corrected to read ”

RESOLVED that Barbara Fraser is re-appointed to the PIR board for a term beginning January 1, 2008 and ending on December 31, 2010.”

II – AC Update

Purpose: Report out to the Board and CEO from ISOC’s Organization Member’s Advisory Council.

Ed Juskevicius reported on the ISOC Advisory Council meeting held on December 7. He said that the AC discussed ISOC key initiatives including the Enabling Access Initiative (connecting the next billion users), the InterNetWorks Initiative (support for the IETF and open standards) and the Trust and Identity in the Internet initiative. The AC also discussed the IETF funding model and other possible outreach efforts. Ed suggested that an annual report be made to the AC on the then current IETF funding status.

Ed noted that the AC would next meet after the IETF meeting in Philadelphia and just prior to the ISOC Board of Trustees meeting.

III – President & CEO Report (incl. 2007 Year End Review)

Purpose: High level report on operational and program commitments concentrating on topics of board interest.

Lynn reviewed highlights of the President & CEO Report that had been distributed to the board. She noted that the ISOC had a 45% increase in funding in 2007 and was spending less than what the budget had authorized which resulted in a significant net surplus for the year. She noted that this has resulted in an operating reserve at a level that was ahead of the schedule that the board had requested, but indicated that this was only temporary and that it would come back to the appropriate level shortly given the increase in operating costs projected for 2008.

Lynn noted that staffing had been increased in the policy department and that a Standards and Technology department has been established. She also noted the continuing increases in support for chapter and membership activities.

IV – IETF Update

Purpose: High level report of key developments in the Internet Engineering Task Force (IETF).

Russ Housley provided a review of the status of the IETF as of the 70th IETF meeting held the week of December 3 to 7, 2007. (slides)

V – IAB Update

Purpose: High level report of key developments in the Internet Architecture Board (IAB).

Olaf Kolkman provided a report on the status and work of the IAB. (slides) He noted that the IAB has published Internet Drafts on “Host Configuration Principles” and “What Makes a Successful Protocol”.

VI – IASA Update

Purpose: High level report of key developments in IASA.

Ray Pelletier and Kurt Lindqvist provided an update on the IAOC and IETF Trust actions since the last IETF meeting. They then reviewed the 2008 IASA Budget and key activities. (slides)

VII – CNNIC Presentation

Guanghao Li presented some ideas for 2008. (slides) He mentioned that China Internet Network Information Center (CNNIC) is the latest organizational member of ISOC. He and Dr. Yan Bao Ping also invited the Board to consider holding a regular meeting or a retreat in China.

VIII – Chapter Development Plan

Purpose: Update on various activities underway with respect to Chapter and Membership Activities as outlined in the BoT Work Plan, and solicit Board approval of the Chapter Development Plan as part of the 2008 – 2010 Budget/Plan.

Anne Lord presented the current multi-year chapter development plan. The board discussed the proposed plan. Fred summarized the discussion by saying that chapters are key to the ISOC but that there are issues that need addressing.

IX – 2008 Budget (incl. 3 year High Level Financial Plan)

PURPOSE: 2008 Budget and 3 year High Level Financial Plan approved by Board. (report)

Lynn provided a high-level overview of the proposed budget. She noted that the PIR board approved their 2008 budget a few days ago and that the IAOC had approved the IASA budget for submission to ISOC. Lynn then reported that the ISOC’s activities were being reorganized into three initiatives: an InterNetWorks Initiative (support for the IETF and open standards), an Enabling Access Initiative (connecting the next billion users), and a Trust and Identity in the Internet Initiative. She noted that the ISOC worked with many people and organizations outside of ISOC and would continue to increase our efforts in this area. She also noted that a major focus of the ISOC staff was increasing chapter involvement and noted that ISOC now had staff in 12 countries.

Lynn also noted that ISOC’s work in public policy underlies much of its activities. She said that ISOC was reaching ‘high and focusing on longer term strategies’ in the budget and this means that some of the program details will be developed over time.

Leslie Daigle then reviewed the InterNetWorks initiative. (See p 17-19 of the budget report.) Karen Rose provided an overview of the Enabling Internet Access initiative. (slides) (See page 15-17 of the budget book.) Nii Quaynor briefly reported on access related issues in Africa. Greg Kapfer reviewed the key financial factors of the 2008 budget followed by a forecast for the 2009 & 2010 budget years. (slides) He noted that funds had been placed in the 2008 budget to explore additional sources of revenue, for example exploring the availability of grants to support new ISOC initiatives.

Lynn then reviewed ISOC’s current and proposed future staffing. (page 63 in the budget document ) Greg noted that a number of senior managers were added in 2007 and that 2008 would see a number of people added to support these managers.

X – Chapter & Membership Policy

Purpose: Update on various activities underway with respect to Chapter and Membership Activities. From Board Work Plan: “Fix main points of new chapter and Membership Policy”. Solicit Board approval for the Business Rules in Membership (BRIM) document.

Terry Monroe presented an overview of the Business Rules in Membership (BRIM) initiative. (report & slides) The board discussed the report.

Resolution 07 -42: Approve Membership Business Rules

Daniel moved to reaffirm the principles governing the ISOC’s relationship with its members, Franck seconded the motion. The motion passed unanimously.

Resolution 07-43: Reaffirming Principles Governing ISOC’s Relationship with its Members

WHEREAS there have been misunderstandings about the business rules with regards to membership in ISOC and ISOC chapters,
WHEREAS ISOC desires to (re-)implement an automated membership system for the society and its members based on agreed business rules,
WHEREAS ISOC staff has held consultations with chapters to clarify this and plans to continue to consult with the membership about the implementation of the automated system, and
WHEREAS ISOC staff has produced the ISOC Membership Business Rules as a summary of current policy containing clarifications,

RESOLVED, that the ISOC Board reaffirms the principles embodied in the ISOC Membership Business Rules governing its relationships with the chapters, rganizations, and individual members.

XI – Organization Member Development Plan

Purpose: Update on various activities underway with respect to Organization Membership Development Plan. Solicit Board approval of the organizational member development plan for 2008 – 2010 as part of the 2008 – 2010 Budget/Plan. Review current draft of Organization Member Value Proposition.

Terry Monroe presented an overview of the organization member development plan and value proposition. (slides and report) The board and guests discussed the plan and value proposition and suggested some changes.

The meeting adjourned for the night at 5:13 pm.

The meeting resumed in closed session on December 9th at 8:13 am.

XII – PIR Board Appointment

PURPOSE: Appoint remaining PIR Board Director and review any other PIR related items as required.

The open session resumed at 8:40 am.

XIII – Ratify motion passed in closed session

Glenn moved to ratify the motion passed in closed session, Franck seconded the motion. The motion passed unanimously, except for Desiree who abstained.

Resolution 07-44: Ratification of motion made in closed session

RESOLVED that the motion passed in closed session is ratified. The motion passed in closed session was: Resolution 07-45: Appointment of PIR Director

RESOLVED that the ISOC Board of Trustees Approves the Appointment of Maarten Botterman to a one-year term on the PIR board beginning January 1st, 2008 and ending on December 31, 2008.

XIV – Overview of Trust as Major Initiative

Lucy Lynch described ISOC’s plans for implementing Trust as a Major Initiative. She said that she expects to do some surveys to determine which topics to focus on and who to work with to develop specific plans based on the survey results. She said that in the longer term it may be reasonable to develop some sort of fellowship program but she expects that 2008 will be a ramp up year. The board briefly discussed some of the details.

Desiree moved to adopt “Trust and Identity” as an ISOC Major Strategic Initiative, Hiroshi seconded the motion. The motion passed unanimously.

Resolution 07 -46: Adopt “Trust and Identity” as an ISOC Major Strategic Initiative.

WHEREAS the ISOC Board of Trustees desires to affirm the importance of a trustworthy Internet.
WHEREAS, it is believed that ISOC can make a significant contribution to the area of Trust and Identity.

RESOLVED, that “Trust and Identity” be identified as an ISOC Major Strategic Initiative.

XV – Approve the budget

Having reviewed all critical sections of the 2008- 2010 Plan and Budget, Fred Baker as Acting Chair called for a vote. Glenn moved that the ISOC 2008 budget be approved, Daniel seconded the motion. The motion passed unanimously.

Resolution 07-47: Approve 2008 budget

RESOLVED, that the Board approve the 2008 Budget as documented in the 2008 Board Budget book.

Glenn moved that the ISOC 2008-2010 high level financial plan be approved, Daniel seconded the motion. The motion passed unanimously.

Resolution 07-48: Approve the 2008-2010 high level financial plan

WHEREAS the board wishes to agree on a budgetary plan for the medium term and thereby provide guidance to the staff when preparing the annual budgets,

RESOLVED that the 2008-2010 High Level Financial plan as documented in the 2008-2010 Budget Book is hereby approved.

XVI – Board Retreat on Trust as Major Initiative

Purpose: Review outcome from Board Strategic Retreat on Trust and Identity, to determine strategic priority of a possible Trust & Identity Strategic Initiative.

Lucy Lynch reviewed the draft private report of the board retreat on trust and proposed work plan for the Trust & Identity Strategic Initiative. (slides & Report)

XVI – Board Work Plan

GOAL: Discussion and approval of Board Work Plan

Lynn introduced a discussion of the draft board work plan. (report)

The board briefly discussed the status of the individual membership program but reached no conclusions. Lynn said that she would review the topic with the ISOC staff and provide the board with a specific plan. Daniel asked if board members had suggestions for the board work plan. The Board was largely in agreement with the plan as laid out and Daniel took an action item to work with Lynn to update the board work plan and report back by the March board meeting. In particular there was support for some Board Development work.

XVII – AOB

Daniel moved to thank the Postel Award Committee and to recognize Nii Quaynor as the most recent recipient. Ted seconded the motion. The motion passed unanimously.

Resolution 07-49: Thanking the Postel Award Committee and Recognizing Nii Quaynor

RESOLVED that the board thanks the Postel Award Committee for their excellent work and recognizes Nii Quaynor as the most recent recipient of the award.

Daniel thanked Fred for chairing the meeting and apologized for not being able to be present in person. He also thanked the staff for running the Marratech system, which worked quite well.

Glenn mentioned that he had recently attended a NSFnet anniversary meeting and that the topic of developing a History of the Internet came up at the meeting. He said that it might be a good idea for an international organization such as the ISOC to undertake developing such a history or to at least develop the source material. The board discussed this idea and supported the ISOC undertaking an effort in this area. Lynn said she would report back to the board in March.

Alejandro and Bill thanked the staff for enabling the remote participation. Alejandro also had words of praise for Nii Quaynor, who he got to know in ICANN.

Glenn moved to adjourn, Daniel seconded the motion. There being no objections the meeting was adjourned at 10:14 am.

Summary of Resolutions

Resolution 2007-36: Approve the minutes of the 62nd board meeting

RESOLVED that the minutes of the 62nd Board meeting of the Internet Society held October 4th, 2007 are approved.

Resolution 2007-37: Ratifying the electronic vote on election procedures

RESOLVED that the e-vote regarding Election Procedures for ISOC’s Board of Trustees is ratified.

Resolution 2007-38: Appointing members of the election committee

RESOLVED that Margaret Wasserman and Sebastien Bachollet be appointed as members of the Election committee as Chaired by Fred Baker.

Resolution 2007-39: Thanking the outgoing PIR board members

RESOLVED that the ISOC Board thanks Susan Estrada and Eva Frˆlich for their service on the Public Interest Registry (PIR) Board.

Resolution 2007-40: Establishing a bank account for the Itojun Fund

RESOLVED that the Board of Trustees authorizes the President of ISOC to establish a bank account to support the establishment of a fund in honor of Dr. Junichiro Hagino, the “Itojun Fund” to support deployment endeavors in the IPv6 area under terms to be defined by the family or the fund originators: Jun Murai, Hiroshi Osaki, Ole Jacobsen, Randy Bush and Bob Hinden.

Resolution 2007-41: Correct an error in the minutes of the 61st board meeting

RESOLVED that Resolution 07-25: Appointment of a PIR board member in the minutes of the 61st meeting of the ISOC Board of Trustees is corrected to read “RESOLVED that Barbara Fraser is re-appointed to the PIR board for a term beginning January 1, 2008 and ending on December 31, 2010.”

Resolution 2007-42: Reaffirming Principles Governing ISOC’s Relationship with its Members

WHEREAS there have been misunderstandings about the business rules with regards to membership in ISOC and ISOC chapters,

WHEREAS ISOC desires to (re-)implement an automated membership system for the society and its members based on agreed business rules,

WHEREAS ISOC staff has held consultations with chapters to clarify this and plans to continue to consult with the membership about the implementation of the automated system,

and WHEREAS ISOC staff has produced as a summary of current policy containing clarifications,

RESOLVED, that the ISOC Board reaffirms the principles embodied in the governing its relationships with the chapters, organizations, and individual members.

Resolution 2007-43: Ratification of motion made in closed session

RESOLVED that the motion passed in closed session is ratified. The motion passed in closed session was: Resolution 07-44: Appointment of PIR Director

RESOLVED that the ISOC Board of Trustees Approves the Appointment of Maarten Botterman to a one-year term on the PIR board beginning January 1st, 2008 and ending on December 31, 2008.

Resolution 2007-44: Adopt “Trust and Identity” as an ISOC Major Strategic Initiative.

WHEREAS the ISOC Board of Trustees desires to affirm the importance of a trustworthy Internet.

WHEREAS, it is believed that ISOC can make a significant contribution to the area of Trust and Identity.

RESOLVED, that “Trust and Identity” be identified as an ISOC Major Strategic Initiative.

Resolution 2007-45: Approve 2008 budget

RESOLVED, that the Board approve the 2008 Budget as documented in the 2008 Board Budget book.

Resolution 2007-46: Approve the 2008-2010 high level financial plan

WHEREAS the board wishes to agree on a budgetary plan for the medium term and thereby provide guidance to the staff when preparing the annual budgets,

RESOLVED that the 2008-2010 High Level Financial plan as documented in the 2008-2010 Budget Book is hereby approved.

Resolution 2007-47: Thanking the Postel Award Committee and Recognizing Nii Quaynor

RESOLVED that the board thanks the Postel Award Committee for their excellent work and recognizes Nii Quaynor as the most recent recipient of the award.