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Board of Trustees Meeting Minutes

No. 66 (June 28, 2008) AGM
Board Meeting Minutes

Minutes of Board Meeting No. 66

28 Jun 2008, Paris, France

Author: S. Bradner
Date: 2008-06-28
Committee: BOT
Document: 08-66
Status: Unconfirmed
Maintainer: S. Bradner
Access: board-only

The ISOC Board of Trustees met from 8:00 AM CET to 8:40 AM on 28 June 2008 in Paris France.

The following members of the Board of Trustees were present:
Fred Baker (via teleconference)
Hiroshi Esaki
Patrik Faltstrom
Ted Hardie
Daniel Karrenberg
Franck Martin
Alejandro Pisanty
Glenn Ricart
Lynn St. Amour (President & CEO)
Patrick Vande Walle
YAN Bao Ping

Apologies were received from, Bill St. Arnaud and Desiree Miloshevic.

Also present were:
Scott Bradner (Secretary)
Greg Kapfer (ISOC CFO)
several other ISOC staff were also in attendance

The meeting was called to order at 8:06 AM CET

A quorum was present.

I. Agenda and Ratifications

II. – Approval of Minutes

Ted moved that the minutes of the board teleconference on the 19th of May 2008 be approved as written. Patrick seconded the motion. The motion passed unanimously.

Resolution 08-07: Approval of the minutes of the 19th May meeting of the Board of Trustees
RESOLVED that the minutes of the 65th meeting of the Internet Society held by teleconference 19 May 2008 are approved.

III – Audit Committee Report

Purpose: Accept the report of the Audit Committee on the 2007 Audit

Glenn asked Greg Kapfer to present the financial report. Greg reported that the Audit Committee had met with the auditor and had accepted their report. Greg reviewed the report for the board.

Glenn moved that the board accept the report of the ISOC Audit Committee. Ted seconded the motion. The motion passed unanimously.

Resolution 08-08: Accept the 2007 Audit Report
RESOLVED, that the Board approves the Audit Report by Grant Thornton dated June 27, 2008 as reviewed by the Audit Committee.

IV. – Election Committee Report

Purpose: Accept the report of the Election Committee on the 2007 – 2008 Election

Fred presented and discussed the report of the 2007-8 ISOC Election Committee. He said that they had received a list of candidates on time from the nominations committee. Fred thanked the staff for their efforts in contacting chapters to encouraged them to vote. He noted that 58% of the chapters had voted.

Fred moved to accept the report of the election committee. Patrick seconded the motion. The motion passed unanimously.

Resolution 08-09: Accept the 2007-2008 Election Committee Report
RESOLVED, that the Report of the 2007-2008 Elections Committee is accepted.

V. – Recognition of Outgoing Trustees

Daniel reviewed the state of ISOC. He noted that the board was working well, providing proper oversight over the organization and that the finances were in good order.Daniel recognized Fred’s efforts as chair and Glenn’s as Treasurer

Glenn addressed the board and said: “I want to thank the Chair for giving me the opportunity to address you briefly at the end of my two terms on the Board of Trustees of the Internet Society.

First, it has been a privilege to serve the Internet Society. As all of you are keenly aware, it is an important community duty to provide service to a non-profit organization’s Board. But, in this case, the community we are serving is no less than the global citizenship of the technical and policy workings of the Internet. Truly, many people, institutions, and even nations depend upon this Board to anticipate, understand, guide, and take actions in a range of areas that can profoundly affect the Internet. While doing so, we must take care to preserve a set of principles that have created the most open and innovative accelerator to technological, economic, and personal growth our generation has known. All of this means that our service on the Board is a very serious and important matter, partly for choosing the right issues to address and partly for taking “enabling” actions — those actions that enable others to innovate and benefit from those innovations.

While service on this Board is an important duty, It is a pleasure to serve on a Board with men and women of goodwill, of intelligence, and of open mind. And, I am delighted to be able to call each and everyone one of you my friend.

There has been a tremendously good working relationship between the Board and Lynn St. Amour, our terrific CEO and President, and the ISOC staff. This organization couldn’t do what it does without the Board, CEO, and staff interactions. I’ve had the privilege of serving two terms on the ISOC Board. During those terms, much has changed. As you know, I’ve served as Treasurer for most of those two terms, and, though it’s more a coincidence than anything else, our net worth as an organization has gone from negative several hundred thousand U.S. dollars to positive multi-millions. We’ve gone from watching whether or not Lynn could make payroll to deciding what our investment policy should be. We’ve gone from a Board which greatly outnumbered the staff to a staff which greatly outnumbers the Board. We’ve gone from an organization with offices in Reston and Geneva to an organization with representatives on nearly every continent around the globe — and Antarctica can’t be too far behind. We’ve gone from being the primary organization to sponsor an Internet-related conference to being a necessary and respected player in any serious Internet-related regional or global conference. ISOC has some exceptional advantages. I number among them the terrific staff assembled by Lynn St. Amour, the stable finances afforded by starting the Public Interest Registry, our good name, a talented Board and Chairs, many strong chapters, and the support and guidance of our organizational and professional members.

Part of our good name comes from not having hidden agenda. We are on solid ground when we talk about facts, tell the stories we’ve learned from history, and anticipate the future based on our technical clue. It’s a key strength we need to continue to nuture in all of our leaders, staff, chapters, and members. We have a new and capable staff. How should we challenge them? I suggest there are three tests to which we should put the challenges we choose to give them:

  1. What is the value to the Internet and the Internet community? We need to work on things which will be of highest and best value. There are many choices that add value, and, often, we must choose amongst them — to put our “wood” behind just a few arrows rather than scattering our efforts overly broadly. It is much better to make a few large impacts than a multitude of small ones.
  2. What is the unique value that ISOC can bring? We should always look to bring something absolutely unique and valuable to the table. As many as we are amongst our staff, organizational members and chapters, we are still only a few, and the Internet is large. We must choose the areas where we can make a unique difference. We can’t just ask where we’re needed. We must ask where we are the only ones that can make an important difference. And we should attach the ISOC name in those areas to continue to build our brand.
  3. Does it lie at the intersection of technology and policy? This is, perhaps, another way of asking the previous question, but it provides a very specific test. Thanks to our unique and valuable relationship with the IETF, we have special credibility and insight when we work at the intersection of technology and policy. I leave it to each of you to decide what should make the cut. For my own part, my crystal ball says that two of them might be:
    • Aspects of the Trust Strategic Intiative. The strategic initiative is a great way to embody the principles above, but, “trust” as a whole is too broad. We need to have a narrow focus on those aspects of trust that lie in our uniquely-advantaged territory of technology-informed policy.
    • IPv4 address scarcity. Note that I didn’t say IPv6 migration, though that might be important as well. I think ISOC will need to play a technically-informed role in helping to manage the economics and politics of IPv4 address scarcity. Its’ an area that could energize our constituencies, and which I predict will need lots of technical clue to make informed policy decisions. Among our most important mechanisms for addressing topics like these are white papers, speaking engagements, and technology demonstrations. With our expanded staff, we should be able to put forward many more white papers, appear at many more conferences, and organize more technology demonstrations. We’ve been great at back-room diplomacy, and, I’m not recommending we abandon it. But, we need to more often bring our thoughts to a wider public through white papers and videos on our website, and, “stump speeches’ we give widely that focus on our principles and their implications. Again, I’m not criticizing our existing fine efforts in these areas. I simply think we need to do it more often.

How about the Board? I think the Board has three important tasks ahead of it.

  1. Diversify funding sources. Why would I suggest this? I’m not predicting any short-term problems with income from the Public Interest Registry. In fact, for the next few years, the furthest we can really look with some certainty, I think we will have increasing revenue from PIR. But, there is no promise that PIR will continue forever to supply any and all funding needs of ISOC. Modern portfolio theory says that diversification of revenue sources is the key to an organization which survives in uncertain times. The time to diversify is now, while times are good and we can afford to invest in developing multiple, diverse funding sources. As I noted earlier, I’ve lived through some of the crisis times at ISOC, and, it’s no fun. The Board needs to diversify ISOC’s funding.
  2. Build constituency. Our support base could be much broader, and provide us with expanded choices for volunteers and leaders. ISOC has plenty of constituencies. The challenge is to make the organization theirs. We need even more people from the IETF to view ISOC as a strategic partner that provides the policy support that allows new technology to be successful. We have but few chapters that truly believe ISOC global represents them. Organizational members want to support ISOC and the IETF, but, often feel as though they are doing so only for altruism instead of also being valued as a constituency. And, we’ve not built strong mechanisms for individual members to gain a real constituency status. We’re pretty good at top-down communication of information. We’re not yet highly skilled at nurturing and listening to our constituencies.
  3. Lead ISOC staff strategically. When I joined the Board, ISOC’s ability to do things mostly revolved around the CEO and Board members being able to do them. We continue to elect very knowledgeable people to the Board who can make significant personal contributions. We can and do welcome and value these contributions, but, when acting as a Board, the job is quite different — to anticipate key issues and to provide strategic direction to ISOCs’ CEO and staff. By strategic, I of course mean setting broad objectives. Its’ the Board’s job to anticipate what the right things are to do. Its’ the CEO and staff’s job to do them right. ISOC is an extraordinary organization with extraordinary people. I urge the Board to make sure it continues to make an extraordinary difference.

Daniel presented Glenn with a plaque.

Fred then addressed the board and said:

“My time on the board, over the past six years, has seen dramatic changes in the society. As Glenn mentioned, whose remarks I endorse and wholeheartedly support, we have gone from being in a negative financial position to one that is very positive. We have started to reenergize the relationships with and among the chapters and the organizational members, and the staff is moving into very powerful positions with respect to public policy and training. The prospects of the society are bright.

As I depart, however, I leave knowing that the society remains deeply fragmented. I challenge the board to address the remaining divisions. There are disparate groups among the chapters, including those very interested in education and public policy, those interested in technical matters, those interested in civil society matters, and those that seem to have lost their way. There is tension among them, with some openly speaking against others or being disturbed when those others speak. Chapters express concern that the board or staff doesn’t adequately represent them or take their views into account, while the staff feels that it is actively reaching out and finding the chapters unresponsive. The Organizational members have a similar division; those who are engaged are very supportive, but many are not obviously engaged. The Organizational members, unless they are members of a chapter directly, rarely talk with the chapters, and vice versa. And I, who am a professional member (an individual member who pays a membership fee), cannot say that individual members are noticed at all.

In my opinion, the Society will move forward best if it moves forward together. Many of the chapters are in fact working hard to improve public policy, to educate their members, and to engage with their communities. Many of the organizational members actively support the work of the society. When the times have been hardest both for them and the society in recent years, they have done so by opening their tightening wallets. We are all working hard and making sacrifices; we must do so together.

That doesn’t mean that we must all agree on every point. It does mean that we must understand each other and be willing to express and debate our differing viewpoints without alacrity, and listen with open hearts and minds when others do the same. It also means that we have” to operate on a common set of missions and principles, which may call for a restatement of those missions and principles in view of a changing world and a more global view than they currently display. Most of all, it means that we have to communicate, and engage as conversation as a society. No part, be it the board, the staff, a chapter or organization of chapters, an organizational member or council of them, or an individual member, can speak for the society unless he or she has put his or her views before the society and incorporated the disparate views of its membership. Such conversation builds trust and builds the strength of the society. We must all engage each other, at many levels.

I am not going away, although my turn in this role is coming to an end. I plan to be here to help in any way that I can. In this role, however, I wish the society well as I take my leave.

Daniel said that a plaque was in the mail to Fred.

Franck moved to recognize and thank the outgoing board trustees. Alejandro seconded the motion and personally thanked Fred and Glenn. The motion passed unanimously except for Genn and Fred who abstained.

Resolution 08-10: Recognition of outgoing Trustees
RESOLVED that the Board thanks the outgoing Board members, Fred Baker and Glenn Ricart, for their outstanding commitment and service to the Internet Society.

VI – AOB

Ted moved to adjourn the meeting. Franck seconded the motion. There being no objection the meeting was adjourned at 8:40 AM CET.

Summary of Resolutions

Resolution 2008-7: Approval of the minutes of the 19th May meeting of the Board of Trustees

RESOLVED that the minutes of the 65th meeting of the Internet Society held by teleconference 19 May 2008 are approved.

Resolution 2008-8: Accept the 2007 Audit Report

RESOLVED, that the Board approves the Audit Report by Grant Thornton dated June 27, 2008 as reviewed by the Audit Committee.

Resolution 2008-9: Accept the 2007-2008 Election Committee Report

RESOLVED, that the Report of the 2007-2008 Elections Committee is accepted.

Resolution 2008-10: Recognition of outgoing Trustees

RESOLVED that the Board thanks the outgoing Board members, Fred Baker and Glenn Ricart, for their outstanding commitment and service to the Internet Society.