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Board of Trustees Meeting Minutes

No. 67 (June 28-29, 2008)
Board Meeting Minutes

Minutes of Board Meeting No. 67

28 – 29 Jun 2008, Paris, France

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

The ISOC Board of Trustees met from 9:03 AM to 6:01 PM CET on 28 June, 2008 and from 8:15 AM to 11:26 AM CET on 29 June, 2008 in Paris France.

The following members of the Board of Trustees were present:

Raul Echeberria (present for Saturday’s part of the meeting)
Hiroshi Esaki
Patrik Faltstrom
Ted Hardie
Daniel Karrenberg
Franck Martin
Desiree Miloshevic (present for the chair voting on Saturday and for Sunday’s part of the meeting)
Alejandro Pisanty
Lynn St. Amour (President & CEO)
Patrick Vande Walle
Bert Wijnen
YAN Bao Ping

Apologies were received from Bill St. Arnaud.

Also present were:

Scott Bradner (Secretary)
Several ISOC staff as well as some guests were also in attendance.

A quorum was present for both days

New Trustees having been previously welcomed, the Board meeting commenced.

I. – Chair Elections & Discussion on Board Governance Structure

Purpose: Selection of a new Chair of the Board of Trustees

The ISOC President brought the meeting to order at 9:03 AM CET

Lynn noted that Ted and Daniel had put their names forward for Chair. She asked if anyone else was interested, no one responded that they were.Both candidates made statements and discussed possible board operation mechanisms with the board.

Ted and Daniel left the room at this time.

The board, minus Ted and Daniel went into closed session to discuss the chair candidates at 10:12 AM.

Ted and Daniel returned and the board resumed open session at 10:23 AM.

The board selected Daniel as Chair by anonymous ballot with a vote of 10 to 1.

Daniel assumed the Chair role at 10:26 AM.

II. – Appointment of a Secretary

Purpose: Selection of a Secretary to the Board of Trustees

Daniel suggested that Scott Bradner be appointed as Secretary. The Trustees, having previously recognized Scott’s service thanked Scott for his continued willingness to serve.

Patrik moved to appoint Scott Bradner as Secretary to the Board of Trustees. Patrick seconded the motion. The motion passed by acclamation.

Resolution 08-11: Appoint a Secretary to the Board

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

The meeting took a break from 10:30 AM to 10:42 AM CET.

III – President & CEO’s Report

Purpose: Review key items from various operational reports concentrating on topics of Board interest.

Lynn introduced the process used to support the introduction of new board members and reminded all Trustees of the new Resource Center that had been set up for the Trustees, as well as recognizing Elizabeth’s support to the Trustees.

Lynn then noted the organizational changes in ISOC over the last year. She also recapped key aspects of the 2008 Budget such as the three Strategic Initiatives: InterNetWorking, Trust & Identity, and Enabling Access, as well as other efforts concentrated at the intersection of our core functional areas: technology, policy, and education.

Lynn summarized ISOC’s position by saying that ISOC’s financial situation remains healthy and stable, and that ISOC’s outreach and credibility are both growing significantly. Further, that as ISOC’s purpose is to support and promote the open development and evolution of a global and inclusive Internet, much of ISOC’s work focuses on “changing opinions or instigating actions”. ISOC does this through outreach, education, and working collaboratively with its members and chapters, with many and varied partners, as well as with stakeholders – internal and external to the “Internet Community”. ISOC’s Members and Chapters are key to this success and ISOC is only beginning to tap their full, and therefore ISOC’s full potential.

Lynn noted that the staff has been working on developing new revenue sources for ISOC and the IETF. She said that the staff was working with the IETF, IAOC and IAB chairs on some of these possibilities although it was still in the early days of the effort. Lynn also reviewed the President & CEO Imperatives for the year with the board. The board was supportive of the status of ISOC and her plans.

Greg Kapfer reviewed and discussed the 2008 – 2011 High Level Planning Overview with the board. The board supported the high-level goals and plans.

Bill Graham reported on the OECD ministerial meeting on the future of the Internet economy held earlier this month in Seoul Korea. ISOC was asked by the OECD to coordinate non-governmental organizations involved in the Internet technical community in order that they may provide advice and input to the OECD’s Ministerial meeting.
Lynn noted that the ISOC was, of course, broader than just the technical community, civil society is very important to ISOC; and amongst the ISOC chapters and members there are some who are largely technically focused, others who are more focused on civil society, and others who are business or policy focused – all are important and it is important for us to be active in all areas. She mentioned that ISOC was invited to the recent meeting of the International Chamber of Commerce and the ICANN Board of Director’s to discuss ways to deepen engagement with the business community and of course the ISOC remains very active in policy circles and various other International organizations.

Jonne Soininen presented and discussed the IASA report. He noted that the attendance at IETF was only a bit less than the projections in the budget and the expenses were also a bit less. He indicated that the
The IAOC was confident they would come in close to budget for 2008.

IV. – Extended Strategic Reviews

Purpose: Present a high level review of ISOC’s three major strategic initiatives for discussion with the Board.

InterNetWorking
Leslie Daigle presented and discussed a report on the InterNetWorking activities. She said that in the future she will be producing quarterly reports of the status of this initiative. The first of these reports would be ready next month. The board discussed the report and supported the direction of the initiative and made some suggestions for outreach.

V. – Presentation by ISOC France

Chapter & European Chapter Coordination Council (ECC)

Sebastien Bachollet provided an update of the activities of the ISOC France chapter

VI Resume Extended Strategic Reviews

2. Trust & Identity

Lucy Lynch (via teleconference) presented and discussed her briefing paper on the ISOC Trust & Identity Initiative efforts. The board discussed the report. There was general support among the board members for this work and the Board encouraged Lucy to extend her outreach and communication efforts.

3. Enabling Access
Lynn introduced the enabling access efforts. She noted that the education and policy topics are ones that the ISOC has been working on for its entire existence. Karen Rose (via teleconference) and Fredrick Donck presented and discussed their briefing paper on the ISOC enabling access efforts. The board discussed the briefing paper. The Board was then asked if they felt that these types of position papers were helpful and how they might be improved. The consensus was that they were helpful.

VII. – Association Management System Update

Purpose: high level presentation by the consultants engaged to lead the requirements review, in order to allow Management to move to the next step, an RFP process.

Lynn introduced a presentation on the Association Management System (AMS) project. She was assisted by Dan Shenk-Evans, of CITI-DC (via teleconference). They described the trade offs among possible approaches. The board discussed the approaches and provided input to Lynn and Dan.

The meeting broke for the day at 6:01 PM CET

The meeting resumed at 8:15 AM CET on June 29

VIII. – Board Guidance to CEO for 3 year Business Plan and Budget

Lynn asked if there are any additional reflections, comments or new areas you would like management to take into account as they kick-off their business planning efforts.

Board members responded to Lynn’s request with a number of suggestions. There was general agreement of the trustees that all plans and activities be tied to the ISOC goals and mission and to have clearly defined goals and milestones. There was also agreement that the ISOC needed to work to diversify its sources of income.

IX. Board Appointments and Continuation of Board Governance Discussion

Daniel proposed appointing Ted as Treasurer.

Patrik moved to appoint Ted Hardie as Treasurer. Desiree seconded the motion.The motion passed by acclamation.

Resolution 08-12: Appoint a Treasurer

RESOLVED, that Ted Hardie be appointed as Treasurer

Daniel proposed that an audit committee consisting of Ted Hardie as chair and having Patrik and Raul as members.

Hiroshi moved to appoint an Audit Committee consisting of Ted Hardie as Chair and Patrik Faltstrom and Raul Echeberria as members.
Alejandro seconded the motion. The motion passed by acclamation.

Resolution 08-13: Appoint an Audit Committee

RESOLVED, that Ted Hardy (as Treasurer) be appointed chair of the Audit Committee and Patrik Faltstrom and Raul Echeberria be appointed as members of the Audit committee.

Daniel proposed that Desiree and Franck be appointed to the Executive Committee.

Patrik moved to appoint an Executive Committee consisting of Desiree Miloshevic and Franck Martin as members along with Lynn St. Amour (as President & CEO), Daniel Karrenberg (as Chair) Ted Hardie (as Treasurer) and Scott Bradner (as Secretary). Patrick seconded the motion. The motion passed by acclamation.

Resolution 08-14: Appoint an Executive Committee

RESOLVED that Franck Martin and Desiree Miloshevic be appointed to the Executive Committee along with Daniel Karrenberg as (Chair of the Board), Lynn St. Amour (as President & CEO), Ted Hardy (as Treasurer) and Scott Bradner (as Secretary).

Hiroshi moved to appoint Patrick Vande Walle as Chair of the Elections Committee. Desiree seconded the motion. The motion passed by acclamation.

Resolution 08-15: Appoint a Chair of the Elections Committee

RESOLVED, that Patrick Vande Walle be appointed as Chair of the Elections Committee

Daniel proposed that Hiroshi be selected as chair of the nomcom.

Desiree moved to appoint Hiroshi Esaki as Chair of the Nominations Committee. Franck seconded the motion. The motion passed by acclamation.

Resolution 08-16: Appoint a Chair of the Nominations Committee

RESOLVED, that Hiroshi Esaki be appointed as Chair of the Nominations Committee

X. Internet History Archive

Purpose: Review alternatives and provide advice to Management for preserving important artifacts of Internet History.

Lynn presented and discussed an overview of the options for ISOC (including chapters and members) playing a role in preserving important artifacts of Internet history. Presentation (PDF: 51KB)

The board discussed the options and provided input for Lynn’s consideration. The board, in general, was supportive of efforts in this area and of working out ways for the chapters to be involved in an effort. The board also felt that the ISOC could engage expertise, in the form of a partnership or a consultant, rather than creating internal expertise.

XI. Board Work Plan Review

Purpose: Discussion and approval of any necessary updates to or extension of the Board Work Plan.

Daniel reviewed the board work plan with the board.

The board adopted the following dates for 2009 Board and Executive Committee meetings:
Board meetings:
March 28-29, 2009 with IETF in San Francisco
May 18, 2009 (via teleconference)
June 26-27-28, 2009 with ICANN in AP – tentative but likely
Sept 21, 2009 (via teleconference)
November 14-15, 2009 with IETF in AP

Executive Committee (all meetings via teleconference)
Jan 19, 2009
Feb 16, 2009
Apr 20, 2009
Jun 15, 2009
Jul 20, 2009
Aug 17, 2009
Oct 19, 2009
Dec 21, 2009

Daniel asked if there were other activities that the board felt was needed to be done. The board discussed possibilities but did not come to agreement on any specific activities.

XII. – AOB

The board discussed the status of IPv6 at ISOC. Peter Godwin reported that ISOC’s web page was IPv6 enabled and that there was a plan to enable IPv6 on the ISOC internal network.

The board discussed the possibility of possibly holding a global INET meeting during which there could be a meeting of all ISOC chapters as had been suggested on the chapter’s mailing list. Lynn said that staff would work with the appropriate parties to put together a recommendation and that this would be covered in the 2009 business plan and budget.

The meeting moved to closed session at 10:30 AM CET
Greg Kapfer was also present for this session

XIII. – PIR Discussion and PIR Board Appointment Process

The board discussed the status of PIR and options for an appointment process for PIR board members.

Franck moved to adjourn. Desiree seconded the motion. There being no objection, the meeting was adjourned at 11:26 AM CET

Summary of Resolutions

Resolution 2008-11: Appoint a Secretary to the Board

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

Resolution 2008-12: Appoint a Treasurer

RESOLVED, that Ted Hardie be appointed as Treasurer

Resolution 2008-13: Appoint an Audit Committee

RESOLVED, that Ted Hardy (as Treasurer) be appointed chair of the Audit Committee and Patrik Faltstrom and Raul Echeberria be appointed as members of the Audit committee.

Resolution 2008-14: Appoint an Executive Committee

RESOLVED that Franck Martin and Desiree Miloshevic be appointed to the Executive Committee along with Daniel Karrenberg as (Chair of the Board), Lynn St. Amour (as President & CEO), Ted Hardy (as Treasurer) and Scott Bradner (as Secretary).

Resolution 2008-15: Appoint a Chair of the Elections Committee

RESOLVED, that Patrick Vande Walle be appointed as Chair of the Elections Committee

Resolution 2008-16: Appoint a Chair of the Nominations Committee

RESOLVED, that Hiroshi Esaki be appointed as Chair of the Nominations Committee