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Board of Trustees Meeting Minutes

No. 70 (March 28-29, 2009)
Board Meeting Minutes

Minutes of Board Meeting No. 70

28 – 29 Mar 2009, San Francisco, United States

Author: S. Bradner
Date: 2009-03-29
Committee: BOT
Document: 09-70
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

70th Board of Trustees meeting of the Internet Society March 28 and 29 2009

The ISOC Board of Trustees met from 8:06 AM to 6:43 PM US PDT on 28 March 2009 and from 8:43 AM to 11:55 AM PDT on 29 March in San Francisco, California, USA

The following members of the Board of Trustees were present:

Raul Echeberria
Hiroshi Esaki
Patrik Faltstrom
Ted Hardie
Daniel Karrenberg (via teleconference)
Franck Martin
Desiree Miloshevic
Alejandro Pisanty
Lynn St. Amour (President & CEO)
Bill St. Arnaud
Patrick Vande Walle
Bert Wijnen

Apologies were received from YAN Bao Ping

Also present were:

Scott Bradner (Secretary)
ISOC staff
Advisory Council, IETF, IAB and IAOC Chairs
Various Observers

Lynn called the meeting to order at 8:06 AM. She noted that Daniel was not able to join the meeting in person. She asked that the Board members agree that Ted chair the meeting. There was unanimous support for that proposal.

Ted took over the meeting at 8:08 AM.

I – Apologies, Minutes/E-Votes Approved

Patrik moved to modify the agenda to move the closed discussion of board process to Sunday morning. Desiree seconded the motion carried
unanimously.

Resolution 09-01: Revise the board agenda

RESOLVED, that the agenda for the board meeting be revised to move more of the closed discussion to Sunday morning.

Ted noted that at the start of the Board meeting the board members should put aside their other concerns and dedicate this time to the ISOC.

Alejandro moved that the minutes of the 69th board meeting be approved. Bill seconded the motion, which passed unanimously.

I (a) – Approval of minutes

Resolution 09-02: Approval of Minutes of the 69th Board Meeting

RESOLVED, that the minutes of the 69th Board meeting of the Internet Society held November 22-23, 2008 are approved

I (b) – Ratification of electronic votes

Franck moved that the electronic votes approving the 2009 IAB appointments be ratified. Patrik seconded the motion.

Raul noted that Marcelo Bagnulo is the first person from South America in the IETF management. He said that he hoped that this was an
indication of future trends.

The motion passed unanimously.

Resolution 09-03: Ratifying the Electronic Votes approving the 2009 IAB appointments.

RESOLVED, that the electronic votes approving the following individuals for the IAB as per RFC 3777 are ratified:

  • Marcelo Bagnulo
  • Vijay Gill
  • John Klensin
  • Danny McPherson
  • Jon Peterson
  • Dave Thaler

The ISOC BoT extends its gratitude to the IETF NomCom and to Joel M. Halpern as the IETF NomCom chair for their excellent work.

Patrick moved that the electronic vote approving the 2009 call for nominations for the PIR board be ratified. Franck seconded the motion,
which passed unanimously.

Resolution 09-04: Ratifying Electronic Vote approving PIR Board Nominations Call

RESOLVED, that the electronic vote approving the 2009 Call for Nominations for the PIR Board of Directors and authorizing the ISOC President to issue such a call is ratified.

II – IETF Update

PURPOSE: High level report of key developments in the IETF

Russ Housley (IETF Chair) provided a reprise of his report to the IETF plenary on the status of the IETF.

The board discussed projections for attendance at future IETF meetings, locations for IETF meetings and IETF experiments to make remote participation in IETF meetings easier and better.

III – IAB Update

Olaf Kolkman (IAB Chair) provided a reprise of his report to the IETF plenary on the status of the IAB.

Bill asked if there was a specific person that was the contact between the ISOC and the IETF. Olaf said that Lynn served that role.

IV – IASA Update

PURPOSE:

  • Review of the 2008 Year End Financials and 2008 Unaudited Statements
  • High level report of key developments in the IASA

Jonne Soininen (IASA Chair) provided a reprise of his report to the IETF plenary on the status of the IETF operating results.

Ray Pelletier provided a reprise of his report to the IETF plenary on the IASA. He reported that the IAOC would be launching a new program soon to provide invitation letters earlier than in the past with a hope that this will give people more time to obtain visas.

Marshall Eubanks (IETF Trust Chair) provided a reprise of Ed Juskevicius’s report to the IETF plenary on the status if the IETF Trust.

V – ISOC Nominations Committee Update (Report)

PURPOSE: Formal Report of ISOC’s Board of Trustee Nominations Committee

Hiroshi provided a report of the ISOC Board of Trustee Nominations Committee. The board thanked Hiroshi. Alejandro moved that the report of the 2008-2009 Nominations Committee be accepted. Patrick seconded the motion which passed unanimously.

Resolution 09-04: Accept the Nominations Committee Report

RESOLVED that the Report of the 2008-2009 Nominations Committee is accepted.

VI – Advisory Council Update – AC Co-Chair

PURPOSE: Report out to the Board and CEO from the Organization Member’s Advisory Council Activities

Nick Trio reported (via teleconference) on the activities of the ISOC Advisory Council including the meeting that was held yesterday. He noted that the AC members were now participating more in the ISOC activities. He said that the AC meetings had become more substantive and the AC leadership was working with ISOC staff more often than in the past.

The meeting took a break from 10:02 AM to 10:17 AM.

VII – President & CEO’s Report

PURPOSE: Review key Strategic and Operating Areas across ISOC

VII (a) — Review 2008 Accomplishments & Financials

Lynn reported on the 2008 Accomplishments and Financials. She reviewed the status of the five specific goals and imperatives that were agreed with the Board for 2008 and reported good performance on all of them.

Greg Kapfer reported on the 2008 unaudited financial results. Alejandro asked how the current surplus matches the desired level of reserves. Greg said that the aim was to maintain at least six months of operating reserves plus two IETF meeting guarantees and that the current level was more than that. Lynn noted that 2008 was a pivotal year for ISOC because of the structural reorganization and initiatives. She thanked the staff for all of their efforts that ensured a successful year.

VII (b) — Review 2009 Objectives and Strategic Programs

Lynn reviewed her report on ISOC’s 2009 objectives and strategic programs.

VII (c) — Review 2009 key operational and program commitments

Jon McNerney reviewed his report on ISOC’s 2009 key operational and program commitments.

VIII – Recognition of New Chapters

Alejandro moved to recognize the new ISOC chapters. Bert seconded the motion, which passed by acclimation.

Resolution 09-05: ISOC Board of Trustees Welcomes New Chapters

RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC chapters which were chartered and approved since the last Board meeting:

  • ISOC Chad Chapter
  • ISOC India Kolkata Chapter
  • ISOC Philippines Chapter
  • ISOC Togo Chapter
  • ISOC San Francisco Bay Area Chapter

The meeting broke for lunch from 12:04 PM to 1:30 PM

IX – Key Initiative Reviews

PURPOSE: Reviews of Strategic Direction of Key Initiatives

IX (a) Trust & Identity

Lucy Lynch reviewed her report on the ISOC Trust & Identity initiative. She also introduced Trent Adams, a new ISOC employee who is focusing on the Trust & Identity topic. Lucy then discussed the press release announcing ISOC joining the Liberty Alliance management board. Such documentation was on her schedule for this year.

IX (b) InterNetWorks

Leslie Daigle reviewed her report on the ISOC InterNetWorks initiative. She noted that this initiative was focused on long-term Internet efforts to improve the health of the Internet in the face of major strains on the Internet.

IX (c) Enabling Access

Karen Rose reviewed the report on the Enabling Access initiative that was in the Board book. She also introduced Steve Huter from the Network Startup Resource Center (NSRC). She noted that ISOC had been working with the NSRC for many years.

IX (d) Global Strategic Engagement

Bill Graham reviewed his report on Global Strategic Engagement.

X – Presentation by San Francisco Bay Chapter

PURPOSE: Increase understanding of Chapter profiles and capabilities Zaid Ali presented an introduction to the new ISOC San Francisco Bay Area Chapter.

Ted extended his personal thanks to the chapter inviting him to be on their board since it gives him a better view of the range of ISOC activities.

The meeting took a break from 3:21 PM to 3:39 PM.

XI – Key Program and Department Reviews

PURPOSE: High level update on strategic Operational Programs for information

Reviews of the following key programs

XI (a) Chapter Development Plan

Jon McNerney provided an update on the ISOC Chapter Development Plan. He noted that ISOC considers the chapters a strategic part of the organization and as a two-way channel that provides feedback to the staff and provides a path to further disseminate ISOC’s mission. He noted that 8 new chapters were created and 12 chapters were placed in rejuvenation status in 2008. He noted that ISOC was engaged in a reaccredidation process for the chapters, that the chapter management system was well under way and that the ISOC staff was working hard on developing content for chapter use, taking into account input from the chapters.

XI (b) Revenue Business Development Plan

Jon McNerney discussed ISOC efforts to increase revenue for ISOC. He said that he feels that ISOC has a very strong value proposition that will facilitate revenue generation.

XII – Thanking Bill St. Arnaud for his service on the board.

Ted noted that Bill has decided to not rerun for the board and that this was going to be Bill’s last in-person board meeting. Ted thanked Bill for his service. Bill said that he felt his time on the board was well worthwhile and he thanked the board, Lynn and the staff for all of their good work.

XIII – ISOC Funds Management

Greg Kapfer discussed the proposed ISOC funds management plan. The board discussed Greg’s report and agreed that the main objective of the funds management should be capital preservation. The board also suggested that Greg investigate the option of investing ISOC funds that will be needed in Europe in EU Internet banks.

The meeting took a break from 4:45 PM to 4:55 PM. The meeting resumed in closed session.

XIX – Board – Management Governance Discussion

The board discussed the board’s role in ISOC management.The meeting suspended for the day at 6:43 PM

Sunday, March 29

The meeting resumed in open session at 8:32 AM

The discussion on board management was continued.

Ted summarized the results of the management discussion for the open meeting.

Ted asked if it was the sense of the Board that “It is the sense of the Board that it is important to clarify when something is guidance of the Board and it will therefore strive to use sense of the Board processes to get agreed text when it provides guidance as the Board.” The board agreed unanimously.

Ted then asked if it was the sense of the Board that “It is the sense of the board that the Board book as a mechanism for delivering updates on the achievements of the society functions well. In order to make better use of the meeting time, we direct the CEO work with the staff to prioritize issues and present options on upcoming challenges facing the society, particularly where board guidance may be required.” The board agreed unanimously.

The Board discussed the need for the staff to inform the Board on the consultations undertaken when developing policy proposals. Ted asked if it was the sense of the board that “For the board to make better informed decisions, we request that as often as possible, when
guidance is being sought from the board, information on the consultations undertaken and the results be presented when describing the options.” The board agreed unanimously.

The Board then reviewed the fund management discussion from yesterday and discussed what the sense of the board was about fund management. Ted asked if it was the sense of the board that “The investment objective for ISOC is capital preservation.” The board agreed unanimously. Ted also asked if it was the sense of the board that “The CFO be authorized to diversify into the target currencies where expenses be incurred.” The board agreed unanimously.

The meeting moved to closed session at 9:32 AM.

XIII – PIR Year End Review

Alexa Raad (PIR CEO) and Barbara Fraser (PIR Board member) presented the status of PIR.

XV – PIR Board Appointment

PURPOSE: ISOC Board approves 2009 PIR Board appointment

Patrick moved to appoint Maarten Botterman to the PIR board. Franck seconded the motion, which passed unanimously.

Resolution 09-06: Appoint a PIR Board member

RESOLVED that the ISOC Board appoints Maarten Botterman to the PIR Board for a 2009 – 2012 term beginning with the 2009 AGM of the PIR Board.

XIV – IAB Slate Selection

PURPOSE: Discussion on process ISOC should follow re approving the IAB candidates per RFC 3777.

The board discussed the board approval process for the IAB candidates.

The meeting resumed in open session at 10:42 AM.

XVI – Ratification of motion adopted in closed session

Desiree moved to ratify the motion adopted in closed session. Patrik seconded the motion, which passed unanimously.

Resolution 09-07: Ratify motion made in closed session

RESOLVED that the motion made in closed session is ratified. The motion made in closed session was:
Resolution 09-08: Appoint a PIR Board member
RESOLVED that the ISOC Board appoints Maarten Botterman to the PIR Board for a 2009 – 2012 term beginning with the 2009 AGM of the PIR Board.

Daniel moved that standard board appointment processes be used to confirm appointments under IETF BCP 10. Bert seconded the motion, which passed unanimously.

Resolution 09-09: Board process under IETF BCP 10

RESOLVED that the board reaffirms that the normal ISOC board appointment processes be used to confirm appointments under IETF BCP 10.

The board took a break from 11:00 AM to 11:15 AM

Scott Bradner left the meeting at this point. The following minutes are based on notes by Ted Hardie.

XVII AOB

IANA
After discussion, the ISOC BoT asked the CEO to form a working group to gather data on the IANA and suggest any actions the Society should be taking.

Daniel moved to adjourn. Bert seconded the motion. There being no objection the meeting was adjourned at 11:55 AM.

Summary of Resolutions

Resolution 2009-1: Revise the board agenda

RESOLVED, that the agenda for the board meeting be revised to move more of the closed discussion to Sunday morning.

Resolution 2009-2: Approval of Minutes of the 69th Board Meeting

RESOLVED, that the minutes of the 69th Board meeting of the Internet Society held November 22-23, 2008 are approved

Resolution 2009-3: Ratifying the Electronic Votes approving the 2009 IAB appointments.

RESOLVED, that the electronic votes approving the following individuals for the IAB as per RFC 3777 are ratified:

  • Marcelo Bagnulo
  • Vijay Gill
  • John Klensin
  • Danny McPherson
  • Jon Peterson
  • Dave Thaler

Resolution 2009-4: Ratifying Electronic Vote approving PIR Board Nominations Call

RESOLVED, that the electronic vote approving the 2009 Call for Nominations for the PIR Board of Directors and authorizing the ISOC President to issue such a call is ratified.

Resolution 2009-5: Accept the Nominations Committee Report

RESOLVED that the Report of the 2008-2009 Nominations Committee is accepted

Resolution 2009-6: ISOC Board of Trustees Welcomes New Chapters

RESOLVED, that the ISOC Board of Trustees warmly welcomes the new ISOC chapters which were chartered and approved since the last Board meeting:

  • ISOC Chad Chapter
  • ISOC India Kolkata Chapter
  • ISOC Philippines Chapter
  • ISOC Togo Chapter
  • ISOC San Francisco Bay Area Chapter

Resolution 2009-7: Ratify motion made in closed session

RESOLVED that the motion made in closed session is ratified. The motion made in closed session was:

Resolution 2009-8: Appoint a PIR Board member

RESOLVED that the ISOC Board appoints Maarten Botterman to the PIR Board for a 2009 – 2012 term beginning with the 2009 AGM of the PIR Board.

Resolution 2009-9: Board process under IETF BCP 10

RESOLVED that the board reaffirms that the normal ISOC board appointment processes be used to confirm appointments under IETF BCP 10.