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Board of Trustees Meeting Minutes

No. 65 (May 19, 2008)
Board Meeting Minutes

Minutes of Board Meeting No. 65

19 May 2008, Teleconference

Author: S. Bradner
Date: 2008-05-19
Committee: BOT
Document: 08-65
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

The ISOC Board of Trustees met from 10:00 AM EDT to 11:56 AM on 19 May 2008 via teleconference.

The following members of the Board of Trustees were present:

Fred Baker
Hiroshi Esaki
Patrik Faltstrom
Ted Hardie
Daniel Karrenberg
Franck Martin
Desiree Miloshevic
Alejandro Pisanty
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)
Greg Kapfer (ISOC CFO)
several ISOC staff were also in attendance

A quorum was present.

0 – Approval of Agenda

There were no changes to the agenda.

I – Approval of Past minutes

Patrick moved to approve the minutes of the 64th Board meeting as submitted, Hiroshi seconded the motion. The motion passed unanimously.

Resolution 08-06: Approval of the minutes of the 64th Board meeting

RESOLVED that the minutes of the 64th Board meeting of the Internet Society held the 15th and 16th March 2008 are approved.

II – Remarks from Outgoing Board Chair

Daniel provided a preview of his opening remarks for the Paris board meeting: He briefly reviewed the achievements of the society in the past few years and summarized that as “We have grown to become a functional and stable organization with great potential and talent and with a useful and working board.” Daniel then said that he sees a need for the board to take governance to the next level, particularly making sure that wem maintain a truly shared vision and better organize the part of the board work that actually develops concrete direction in particular areas. Daniel said that, as a result, he envisions possible changes to ISOC governance processes in the future. The board discussed Daniel’s governance process proposals and resolved to continue the discussions in Paris.

III – Review of Board Work Plan and June 2008 Board Agenda Items

Daniel reviewed the current board work plan. He asked the board if there were any items missing from the current plan. The board had no suggestions. Daniel said he would work with Lynn to develop the agenda for the Paris meeting based on the work plan.

IV – Q1 2008 Financial Review

PURPOSE: Review Q1 Financials and new reporting format.

Greg Kapfer reviewed the first quarter 2008 financials and the new format of the financial report. Greg discussed a recommendation from the ISOC auditors dealing with the timing of PIR contributions to ISOC. The board supported changing the timing of PIR contributions to meet the recommendation.

V – Public Support Test Update

PURPOSE: As a Public Charity under Section 501(c)(3) of the U.S. tax code, the ISOC must monitor the sources of organizational support (the Public Support Test) that indicates whether or not an organization may maintain its status as a public charity.

Greg reviewed the status of the ability of ISOC to meet the US Tax Code Public Support Test and presented an update of the projections for meeting this test in future years. This review will be undertaken semi-annually, with the next review presented to the Board as part of the 2009 budget process in November.

VI – PIR Director Appointment Process

PURPOSE: Review and Approve ISOC’s process for appointing PIR Board of Directors

Lynn reviewed her proposal for a process for appointing directors for the PIR board. She noted that she had only sent the proposal to the board in the last few days so she felt that it would be best for the board to review the proposal and consider approving the process in an e-vote in the next few weeks.

The board discussed the proposal and made a few suggestions. Lynn said she would revise the proposal based on the discussion and send it to the board.

VII – ISOC & PIR Meeting – June 27th Paris, France

PURPOSE: Review proposed agenda for ISOC & PIR meeting

Lynn reviewed a proposed agenda for the ISOC-PIR meeting scheduled for Paris. She noted that the proposed agenda was developed by the ExComm and has been reviewed with the PIR CEO.

VIII – ISOC France and French Internet Week Review

PURPOSE: Update on various French & ISOC France activities as they pertain to the French Internet Week.

Lynn provided an update on the French Internet Week and the ISOC France Chapter. The board discussed Lynn’s report.

IX – AOB

IGF – Alejandro and Patrick reported on the recent IGF preparation meeting.

The meeting was adjourned at 11:56 AM EDT

Summary of Resolutions

Resolution 2008-6: Approval of the minutes of the 64th Board meeting

RESOLVED that the minutes of the 64th Board meeting of the Internet Society held the 15th and 16th March 2008 are approved.