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Board of Trustees Meeting Minutes

No. 69 (November 22-23, 2008)
Board Meeting Minutes

Minutes of Board Meeting No. 69

22 – 23 Nov 2008, Minneapolis, MN, United States

Author: S. Bradner
Date: 2008-11-23
Committee: BOT
Document: 08-69
Status: Unconfirmed
Maintainer: S. Bradner
Access: Unlimited

69th Board of Trustees meeting of the Internet Society November 22 and 23, 2008.

The ISOC Board of Trustees met from 8:05 AM to 7:05 PM US CT on 22 November 2008 and from 8:06 AM to 11:33 AM on 23 November in Minneapolis, Minnesota, USA

The following members of the Board of Trustees were present:
Raul Echeberria
Hiroshi Esaki
Patrik Faltstrom
Ted Hardie
Daniel Karrenberg
Franck Martin
Desiree Miloshevic
Alejandro Pisanty
Lynn St. Amour (President & CEO)
Bill St. Arnaud
Patrick Vande Walle (via teleconference)
Bert Wijnen

Apologies were received from YAN Bao Ping

Also present were:
Scott Bradner (Secretary)
ISOC staff

Daniel brought the meeting to order at 8:05 AM US CST.

I – Apologies, Minutes/E-Votes Approved

I (a) – Bert moved that the board approve the minutes of the 66th meeting of the ISOC board. Ted seconded the motion. The motion carried unanimously.

Resolution 08-19: Approval of Minutes of the 66th Board Meeting
RESOLVED, that the minutes of the 66th Board meeting of the Internet Society held June 28, 2008 are approved.

I (b) – Patrik moved that the board approve the minutes of the 68th meeting of the ISOC board as amended. Desiree seconded the motion. The motion carried unanimously except for Raul, who was not present at the 68th meeting.

Resolution 08-20: Approval of Minutes of the 68th Board Meeting
RESOLVED, that the minutes of the 68th Board meeting of the Internet Society held September 15, 2008 are approved.

I (c) – Bill moved the board approve the electronic vote approving the 2009 ISOC Nominations Committee be ratified. Patrik seconded the motion. The motion carried unanimously

Resolution 08-21: Ratification of Prior E-Vote
RESOLVED that the e-vote to approve the 2009 Nominations Committee in which the following Nominations Committee was approved is ratified. ISOC’s 2008-2009 Nominating Committee:

  • Hiroshi Esaki(chair)
  • Ole Jacobsen
  • Adiel Akplogan
  • Michael Nelson
  • Marc Blanchet
  • Raúl Echeberría
  • Peter Hellmonds
  • Tony Hill
  • Hans-Peter Dittler

I (d) – Alejandro moved that the board appoint Glenn Ricart and Latif Ladid to the 2009 ISOC Election Committee. Hiroshi seconded the motion. The motion carried unanimously

Resolution 08-22: Approval of the 2009 Election Committee
RESOLVED that Glenn Ricart and Latif Ladid be appointed as members of the Election committee as Chaired by Patrick Vande Walle

I (e) – Electronic Voting Report – Patrick Vande Walle Report

PURPOSE: Report on an electronic voting system for the 2009 Board Elections

The Board discussed various options to support electronic voting for the 2009 Board elections. The board agreed to refer the question to the staff noting the requirement that any such system be able to be audited and that individuals be able to verify their own votes.

Bert moved that the board approve the use of electronic voting for the 2009 Board elections. Hiroshi seconded the motion. The motion carried unanimously

Resolution 08-23: Approval of the use of electronic voting system for the 2009 Board elections
RESOLVED that the Chair of the Election Committee is empowered to use an electronic voting system if the staff recommends one.

II – IETF, IAB, IAOC & IETF Trust Updates – R. Housley, O. Kolkman, J. Soinenen

PURPOSE: High level report of key developments in the IETF, IAB, IAOC and IETF Trust.

Olaf Kolkman, the Chair of the IAB, reviewed the report he provided to the IETF Plenary on the status and activities of the IAB

Russ Housley reviewed the IETF Trust report and discussion from the IETF plenary. Bill asked if a creative commons license was considered. Russ said that the IPR working group had considered many options.

Russ then reviewed the IETF report he gave to the IETF plenary.

Review of the 2008 year end IASA financial forecast – 2009 IASA Budget request.

Jonne Soininen presented and the board discussed the IASA/IETF budget proposal.
Daniel summarized the discussion by saying that the board requests the IAOC provide a more realistic view of their budget as soon as possible. He also said that the board feels that the health of the IETF was very important and that the IAOC should not be afraid to ask for the support that they feel is needed. Daniel said that board supported the IAOC’s efforts to rethink the economic model but requested that the IAOC keep the ISOC board in the loop on their thinking.

II (a) – ISOC Board Approval for IETF Process documents

PURPOSE: ISOC has a responsibility to approve IETF process documents. The RFC Editor just published two RFCs that update the existing rules concerning the transfer of rights from RFC (and Internet Draft) authors to the IETF Trust as well as provide advice to the IETF Trust on how the IETF would like the IETF Trust to act in regard to these rights. These RFCs are the product of the IETF IPR working group and have been thoroughly reviewed by IETF Counsel and the IETF community.

The Board needs to accept these RFCs as descriptions of the IETF process and agree to meet the responsibilities listed in them.

Ted moved that the board accept RFCs 5377 and 5378. Bert seconded the motion. The motion carried unanimously

Resolution 08-24: Accepting IETF process documents
RESOLVED, that the Board of Trustees accepts the following recently published IETF process documents, and accepts the responsibilities of ISOC as described in these documents.

Halpern, J., “Advice to the Trustees of the IETF Trust on Rights to be Granted in IETF Documents,” RFC 5377, November 2008

Bradner, S., “Rights Contributors provide to the IETF Trust,” BCP 0078, RFC 5378, November 2008

III – President & CEO Report

PURPOSE: High level report on operational and program commitments concentrating on strategic topics

IV – 2009 – 2011 Business Plan and Budget

PURPOSE: Presentation of the 2009 – 2011 High Level Business Plan and Budget for review and approval.

Lynn reviewed the 2009-2011 high level business plan. She updated the board on the status of the five imperatives that were identified earlier this year. The imperatives include: organizational transformation, diversify funding sources, change opinions and instigate action, strategic partnership development, and supporting continued development of ISOC governance. Lynn noted that the current forecast for the 2008 financials indicate that expenses will be less than the budget largely because of a delay in hiring. She noted that the other areas were about on budget including the IETF.

Introduction of new senior staff: COO and VP – Strategic Communications and Business Planning

Lynn also reviewed the ISOC organizational chart and introduced Jon McNerney (the new ISOC COO) and Scott Hoyt (the new ISOC VP – Strategic Communications and Business Planning).

Jon McNerney reviewed his efforts to improve ISOC operational efficiency, as well as ISOC’s engagement with organizational members and with chapters. Scott Hoyt reviewed his plans for an ISOC communications plan.

IV – Key Initiative and Department Reviews

PURPOSE: High Level reviews of the following efforts as they contribute to the Business Plan, including Engagement model

IV (a) – Key Initiative & Global Engagement Reviews

1. Trust & Identity
Lucy Lynch provided an overview of the status and plans for the Trust & Identity Initiative. (in board book) The board discussed the initiative.

2. Enabling Access Initiative
Karen Rose and Frederic Donck reviewed the status and plans for the Enabling Access Initiative. (2009-2011 Business Plan) The board discussed the initiative.

The agenda was reordered to deal with flight schedules.
IV (c) – Key Program and Department Reviews

1. Organization Membership Plans
Drew Dvorshak reported on the status of the ISOC Organization membership and the goals for 2009. (2009-2011 Business Plan) He noted that the revenue from organization memberships is ahead of projections and he said he expects to increase revenue from organization memberships by 16% in 2009.

IV (b)

3. InterNetWorks

Leslie Daigle provided a review and update of the InterNetWorks Initiative. (2009-2011 Business Plan) The board discussed the initiative.

4. Strategic Global Engagement

Bill Graham reviewed the goals and status of the Strategic Global Engagement Initiative. (2009-2011 Business Plan) The board discussed the initiative.

5. Chapters and Individual Members

Anne Lord provided a review of the multi-year plan for chapters and individual members. (2009-2011 Business Plan)

Ted moved to recognize the new ISOC chapters. Franck seconded the motion. – The motion was adopted by acclimation.

Resolution 08-25: Recognizing new chapters
RESOLVED that the ISOC Board of Trustees warmly welcomes the new ISOC chapters that were chartered and approved since the last Board meeting: ISOC India, Delhi, ISOC Serbia, Belgrade

The meeting moved to closed session at 4:30 PM.

The meeting moved to open session at 5:13 pm.

Bert moved to ratify the motion made in closed session. Desiree seconded the motion. The motion carried unanimously.

Resolution 08-26: Ratify a motion made in closed session.
RESOLVED that the motion made in closed session be approved

The motion made in closed session was:
Resolution 08-27: Approving the revised PIR by-laws.
RESOLVED that the ISOC Board approves the revised PIR by-laws

3. Public Policy: Review strategic priorities

Frederic Donck reviewed the ISOC strategic priorities in the area of public policy. (2009-2011 Business Plan)

4. Association Management System Review

Steve Conte provided an update of the state of the association management system selection and procurement. The board discussed the need for the deployment plan to show some early successes.

V – ISOC response on DNSSEC root signing

Daniel said that his reading of his discussions with board members was that the board was not of one mind on what the ISOC response to the NTIA’s request for comments on signing the DNS root. Leslie and Bill provided an overview of the proposed ISOC response. The board discussed the proposed response.

The meeting was suspended for the day at 7:05 PM.

The meeting resumed on Sunday, 23 Nov 2008 at 8:06 AM.

IV – 2009 — 2011 Business Plan and Budget Review — CONTINUED

IV (d)- 2009 Budget and 2009 – 2011 High Level Financial plan

PURPOSE: Presentation of the 2009 Budget and 2009 – 2011 High Level Business Plan for review and approval

Greg Kapfer provided an overview of the 2009 budget. The Board discussed the plans presented in the budget. During the discussion Bill suggested that the ISOC pick up the cost of the proposed increase in IETF meeting fees (about $135 K for 2009) as a strong public statement of support. Other board members agreed. Daniel summarized that the board discussion by saying the board feels the ISOC provide additional support to the IETF and that the IASA should plan on their worst case scenario. Bill moved that the ISOC should work with the IAOC to provide an additional $150 K to the IETF in 2009 to encourage participation in the IETF. Ted seconded the motion. The motion passed unanimously.

Resolution 08-28: Provide additional funds to the IETF
RESOLVED, that the ISOC work with the IAOC to provide an addition $150 K in 2009 to encourage participation in the IETF.

The board discussed ISOC’s banking strategy considering the current economic situation. Daniel asked the Ted to review the banking policies and report back to the board in the next meeting.

Ted moved that the board approve the ISOC 2009 Budget as presented. Franck seconded the motion. The motion carried unanimously.

Resolution 08-29: Approve the ISOC Budget for 2009
RESOLVED, that the Board approve the 2009 Budget as documented in the 2009 ISOC Budget book.

Bill moved that the board approve the ISOC 2009-2011 High Level Financial plan as presented. Ted seconded the motion. The motion carried unanimously.

Resolution 08-30: Approve the 2009-2011 ISOC High Level Financial plan
RESOLVED, that the 2009 â?? 2011 High Level Financial plan as documented in the 2009 ISOC Budget Book is hereby approved.

Lynn thanked the staff for the hard work that had gone into the budget and thanked the Board for their support. The board also thanked the staff.

Daniel then brought up the open issues from yesterday.

The first issue was the feeling by some board members that there needed to be more short term results that can be used by the chapters from the Trust & Identity Initiative than was currently planned. The board discussed this feeling. Lynn said that the staff would work to do this. Lucy Lynch noted that there were two messages that the initiative was ready to send.

The second issue was a feeling from some of the board members that more use be made of the regional bureaus to provide information in local languages for chapter use. The board discussed the feeling that the bureaus could be more valuable local resources for the chapters and that the bureaus had great potential that needed to be better realized. Jon McNerney agreed and said that his aim was to better empower the bureaus to be regional hubs.

The third issue concerned the deployment of IPv6. The board discussed ISOC’s potential role in information sharing about IPv6 deployment.

VI – AOB

The board returned to the discussion of the ISOC response to the NTIA request for comment on signing of the DNSSEC root. Daniel reviewed what he heard from the trustees during yesterday’s discussion. The board further discussed the response in order to provide advice to the staff. The staff was charged to take the board discussion into account when finalizing the response. Lynn noted that the board discussion yesterday and today was very helpful to the staff in formulating the response. Patrik asked that the staff consider this interaction and provide feedback to the board on the best way to interact on this type of issue.

Lynn discussed the date and location for the mid 2009 board meeting with the board.

Daniel asked the board how they felt the meeting went. The board members said that they felt that the meeting went well. Some board members asked that the reports to the board be a bit more concrete.

Bill moved to adjourn. Franck seconded the motion. There being no objections the meeting was adjourned at 11:33 AM.

Summary of Resolutions

Resolution 2008-19: Approval of Minutes of the 66th Board Meeting

RESOLVED, that the minutes of the 66th Board meeting of the Internet Society held June 28, 2008 are approved.

Resolution 2008-23: Approval of the use of electronic voting system for the 2009 Board elections

RESOLVED that the Chair of the Election Committee is empowered to use an electronic voting system if the staff recommends one.

Resolution 2008-21: Ratification of Prior E-Vote

RESOLVED that the e-vote to approve the 2009 Nominations Committee in which the following Nominations Committee was approved is ratified. ISOC’s 2008-2009 Nominating Committee:

  • Hiroshi Esaki(chair)
  • Ole Jacobsen
  • Adiel Akplogan
  • Michael Nelson
  • Marc Blanchet
  • Raúl Echeberría
  • Peter Hellmonds
  • Tony Hill
  • Hans-Peter Dittler

Resolution 2008-24: Accepting IETF process documents

RESOLVED, that the Board of Trustees accepts the following recently published IETF process documents, and accepts the responsibilities of ISOC as described in these documents. Halpern, J., “Advice to the Trustees of the IETF Trust on Rights to be Granted in IETF Documents,” RFC 5377, November 2008 Bradner, S., “Rights Contributors provide to the IETF Trust,” BCP 0078, RFC 5378, November 2008

Resolution 2008-25: Recognizing new chapters

RESOLVED that the ISOC Board of Trustees warmly welcomes the new ISOC chapters that were chartered and approved since the last Board meeting. ISOC India, Delhi ISOC Serbia, Belgrade

Resolution 2008-26: Ratify a motion made in closed session.

RESOLVED that the motion made in closed session be approved

Resolution 2008-27: Approving the revised PIR by-laws.

RESOLVED that the ISOC Board approves the revised PIR by-laws

Resolution 2008-28: Provide additional funds to the IETF

RESOLVED, that the ISOC work with the IAOC to provide an addition $150 K in 2009 to encourage participation in the IETF.

Resolution 2008-29: Approve the ISOC Budget for 2009

RESOLVED, that the Board approve the 2009 Budget as documented in the 2009 ISOC Budget book.

Resolution 2008-30: Approve the 2009-2011 ISOC High Level Financial plan

RESOLVED, that the 2009 – 2011 High Level Financial plan as documented in the 2009 ISOC Budget Book is hereby approved.

Resolution 2008-22: Approval of the 2009 Election Committee

RESOLVED that Glenn Ricart and Latif Ladid be appointed as members of the Election committee as Chaired by Patrick Vande Walle

Resolution 2008-20: Approval of Minutes of the 68th Board Meeting

RESOLVED, that the minutes of the 68th Board meeting of the Internet Society held September 15, 2008 are approved.