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Board of Trustees Meeting Minutes

No. 74 (July 24-25, 2009)
Board Meeting Minutes

Minutes of Board Meeting No. 74

24 – 25 Jul 2009, Stockholm, Sweden

Author: S. Bradner
Date: 2009-07-24/25
Committee: BOT
Document: 09-74
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

74th Meeting of the Board of Trustees of the Internet Society July 24 and 25, 2009.

The ISOC Board of Trustees met from 1:46 PM to 7:10 PM CEST on 24 July 2009 and from 8:05 AM to 5:41 PM PM CEST on 25 July, 2009 in Stockholm,
Sweden.

The following members of the Board of Trustees were present:

Eric Burger
Raul Echeberria
Hiroshi Esaki
Ted Hardie
Daniel Karrenberg
Khaled Koubaa
Desiree Miloshevic
Alejandro Pisanty (via teleconference)
Phillip Smith (via teleconference)
Lynn St. Amour (President & CEO)
Patrick Vande Walle
Bert Wijnen
Jonathan Zittrain

Also present were:
Scott Bradner (Secretary) (via teleconference)
departing board members
ISOC staff

I. Chair Elections and Board Appointments

I (a) – Chair Election

Lynn St. Amour (as President) brought the meeting to order at 1:47 PM. She noted that the board needed to select a Chair and noted that Ted Hardie and Raul Echeberria had previously declared their willingness to serve as Chair and had both posted statements to the board mailing list. She asked if there were any other volunteers. There were none so Lynn asked if Ted and Raul wanted to make any additional remarks before the board votes.

Ted and Raul spoke to the board.

Ted referred the board to the statement he had previously circulated. He noted that the board needed to decide what its focus should be going forward – he said that he did not feel that it was the chair’s decision. Ted also said that he felt that it was time for the ISOC to move away from focusing on the current constituency model – board members should focus on their board role rather than on how they were selected. He also said that if he were selected as chair he would try to twist Raul’s arm to serve as Treasurer.

Raul also referred the board to the statement he had previously circulated. He noted that he is a very active person and works hard on the things he commits to do. He said that if he is selected as chair he would work hard to ensure the communication within the board and with the staff was working well. He noted that he addressed chapters in his statement and said that he feels that the chapters are a very important part of ISOC.

Lynn invited the trustees to engage with the candidates and the board did so. Raul and Ted left the room at this time and the board held a private discussion about the candidates. Raul and Ted returned to the room and Raul was elected chair by secret ballot.

Phillip Smith left the meeting at this point.

Raul assumed control of the meeting at 3:03 PM.

Raul thanked Ted for his offer to run and said that he was honored to be selected. He also thanked Daniel for his work as Chair for the past years. Bert moved that the board thank Daniel for his work as chair. Hiroshi seconded the motion, which passed by acclamation.

Resolution 09-16: Thank the outgoing chair
RESOLVED, that the board thanks Daniel Karrenberg for his excellent work as Chair.

I(b) – Appoint a Secretary

Daniel moved to appoint Scott Bradner as Secretary to the Board. Desiree seconded the motion, which passed by acclamation.

Resolution 09-17: Appoint a Secretary to the Board
RESOLVED, that Scott Bradner be appointed as Secretary to the Board

I(c)- Appoint a Treasurer

The board discussed candidates for the role of Treasurer – both Ted and Eric volunteered for the role. Daniel suggested suspending the discussion on the Treasurer and move to discussing possible board conflicts of interest. The board agreed to this agenda change. All of the board members present then each stated that they had no real or perceived conflicts of interests with their duties as ISOC board members. Raul suggested tasking the CEO with developing a new conflict of interest policy. Board supported this. The discussion on conflicts of interest finished and Eric moved to appoint Ted as Treasurer. Hiroshi seconded the motion, which passed unanimously, except for Ted, who abstained.

Resolution 09-18: Appoint a Treasurer
RESOLVED, that Ted Hardie be appointed as Treasurer

I(c) – Appoint a chair of the Nominations Committee.

Patrick moved to appoint Daniel chair of the Nominations Committee. Desiree seconded the motion, which passed unanimously.

Resolution 09-19: Appoint a Chair of the Nominations Committee
RESOLVED, that Daniel Karrenberg be appointed as Chair of the Nominations Committee

I(d) – Appoint a Chair of the Elections Committee
Daniel moved to appoint Patrick chair of the Elections Committee. Bert seconded the motion, which passed unanimously.

Resolution 09-20: Appoint a Chair of the Elections Committee
RESOLVED, that Patrick Vande Wallebe appointed as Chair of the Elections Committee

II. Appointment of the ISOC Liaison to the IETF Nominations Committee

Purpose: ISOC Board of Trustees appoints the ISOC Liaison to the IETF 2009-2010 Nominations Committee

Ted moved to appoint Bert as the ISOC Liaison to the IETF Nominations Committee. Desiree seconded the motion, which passed unanimously, except for Bert, who abstained.

Resolution 09-21: The ISOC Board of Trustees appoints Bert Wijnen as ISOC Liaison to the IETF 2009-2010 Nominations Committee

III. Audit Committee Charter

Greg Kapfer noted that the ISOC’s independent auditors suggested that the role of the Audit Committee be clarified to indicate that in its review of the audited statements of the Internet Society, the Audit Committee relies on the independent audit of the Public Interest Registry (PIR) and he also said that it was common for an Audit Committee to review conflict of interest statements. He included a revised charter for the board to consider.

Ted moved to approve the revised Audit Committee charter. Patrick seconded the motion, which was approved unanimously.

Resolution 09-22 Approving a revised Audit Committee charter.
RESOLVED, that the Audit Committee Charter (the “Charter”) be amended and restated to indicate that in its review of the audited statements of
the Internet Society, the Audit Committee relies on the independent audit of Public Interest Registry and the review by the Board of Directors of Public Interest Registry, and
FURTHER RESOLVED, that the Audit Committee is responsible for the review of the Annual Disclosure Forms submitted under the Internet Society’s Conflict of Interest Policy, with a report to be made to the Board of Trustees at least annually.

IV. President & CEO’s Report – L. St.Amour

PURPOSE: Status update and context for Strategic Planning session

Lynn reviewed the President & CEO’s Report. She said that the strategic session tomorrow will be used to guide the ISOC’s work for a number of years to come. Greg Kapfer reviewed the 2009 YTD Financials and 2009 Forecast. He noted that the current projections are that ISOC will end the year with more of a surplus than originally projected assuming that the IETF does need the contingency funds currently set aside. Daniel asked to have a discussion tomorrow on what to do with the projected surplus including when to act on it and what to do with it.

V. Advisory Council Update

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

Nick Trio reviewed the AC report. He commented that aligning topics for AC discussion with the venues where they were being held had proved to be successful. For example, policy discussions of the AC are likely more appropriately aligned with other forums.

The meeting went on break at 4:55 PM and resumed in closed session at 5:16 PM.

VI. PIR Reviews

Eric Burger left the room for this session.

Alexa Raad and Barbara Fraser presented PIR’s status and plans.

The meeting took a break from 6:06 PM to 6:15 PM.

VII. Board Discussion

Lynn opened a discussion of the ISOC report on the future of the IANA function developed in response to a request made by the board during a previous board meeting.

She said that the draft ISOC report emphasized that continued coordination of the 3 technical activities from a single “IANA” function was the preferred arrangement as there are benefits to a common interconnect point (as long as this continues not to restrict unduly the functioning of any one component).

The meeting was suspended for the day at 7:10 PM.

Jonathan Zittrain left the meeting at this time.

The meeting resumed in closed session at 8:05 AM on July 25, 2009.

Guests included the IETF, IAB and IAOC chairs.

Lynn introduced a discussion of an opportunity that has recently come up for ISOC to work with another Internet organization. The board discussed the opportunity and reached a sense of the board that the staff should continue the exploration with the other organization with an emphasis on establishing a clear picture of the goals and motivations of both parties going forward.

The meeting took a break at 9:13 AM and resumed in open session at 9:25 AM.

VIII. IETF, IAB, IAOC & IETF Trust Updates

PURPOSE:

  • High level report of key developments in the IETF, IAB, IAOC and IETF Trust.
  • Review long term direction as pertains to 3-year Business Plan and Budget Development for each I* area
  • Review 3-year high level budget outlook

VIII(a) IETF Update

Russ Housley provided a report on the status and activities of the IETF.

VIII(b) IAB Update

Olaf Kolkman provided a report on the status and activities of the IAB.

VIII(c) IAOC Update

Bob Hinden provided a report on the status and activities of the IAOC. In response to a question, Lynn discussed IETF fundraising efforts.

VIII(d) IETF Trust Update

Marshal Eubanks provided a report on the status and activities of the IETF Trust.

IX. Presentation by the Swedish Chapter of the Internet Society

PURPOSE: Increased visibility for ISOC Chapters and their activities Osten Franberg provided a report on the history, process, status and activities of the Swedish Chapter of the Internet Society. In response to a question, Osten said that the chapter received its revenue from individual and organizational members.

The meeting took a break from 10:49 AM to 11:03 AM.

VIII. Strategic Planning

PURPOSE: Sense of the Board with respect to key areas of development for ISOC for the 2010-2012 Planning period.

ISOC Management have created 4 plausible scenarios for the future of the Internet’s development and shared these with the Board in advance of the meeting in order to scope critical areas and set context for our discussion during this session. We will structure a discussion for the Board meeting that identifies possible actions/roles for ISOC.

Lynn introduced a discussion of ISOC Strategic Planning for the next 3 years. She reported that ISOC had held a staff retreat during which they developed a set of scenarios of plausible futures for the Internet with an aim of determining implications for the Internet and end-users and ultimately possible actions for ISOC.

ISOC staff then presented the scenarios.

  • Bill Graham presented a “Telco’s Heaven” scenario in which traditional telco carriers dominated.
  • Lucy Lynch presented a “Boutique Networks” scenario in which a less universal Internet develops.
  • Matt Ford presented a “Porous Garden” scenario in which the concepts that are common in mobile networks spread to the Internet.
  • Leslie Daigle presented a “Common Pool” scenario in which the Internet philosophy that gave us the Internet initially prevails.
  • The board then discussed the scenarios and other ideas about possible futures.

The meeting broke for lunch from 12:42 PM to 1:44 PM.

Alejandro left the meeting at this time. Fred Baker joined the Board discussion of the scenarios.

The board developed and approved the following as the sense of the board:

“The board reaffirms the importance of the Internet model and the importance of preserving the values of openness, diversity, open development of standards, freedom of expression, freedom of choice, freedom of end-to-end information flow, interoperability, and innovation. The board recognizes also that this model will face several challenges in the future from a changing environment and it is important that the Internet model should acknowledge that a variety of networks and possible uses of Internet protocols will exist and be open enough to fit the expectations of all stakeholder in different aspects, such as governance, business models, and access. The board will continue this work with the staff to develop and prioritize the consequences for ISOC strategy.”

X. Delegation policy

Greg Kapfer presented a revised proposed ISOC Delegation Policy. Ted moved to approve the ISOC Delegation Policy. Daniel seconded the motion, which passed unanimously.

Resolution 09-23 Approve ISOC Delegation Policy
RESOLVED, that the ISOC Delegation Policy is approved.

The meeting took a break from 3:10 PM to 3:21 PM.

XI. Visit by the ICANN CEO

Rod Beckstrom, the new ICANN CEO, visited the board meeting. He introduced himself and described his background. The board members then introduced themselves and Lynn introduced the ISOC staff that was at the meeting. Rod them discussed the challenges he sees for ICANN over the next few months.

XII. Discussion – Cultural/Natural Diversity within the ISOC

Ted suggested that this topic should be first discussed on the board mailing list before bringing it back to a board meeting. Daniel agreed. There being no objection, the topic was removed from the agenda.

XII. Update Board Work Plan

Lynn reviewed the current board work plan. Daniel suggested that the board determine the dates for the 2010 board meetings during this meeting. Lynn suggested holding a board meeting on March 27th and 28th in conjunction with the IETF meeting in Anaheim, CA. The next meeting could be held in conjunction with the June ICANN meeting but the location of that meeting is not yet known.

Raul asked if these two meetings could be approved at least tentatively. There were no objections.

XIII. Board Appointments Continued

XIII(a) – Executive Committee

Eric moved to appoint an Executive Committee consisting of Raul Echeberria (as Chair) Lynn St. Amour (as President & CEO), Ted Hardie (as Treasurer), and Scott Bradner (as Secretary) and Daniel Karrenberg, Desiree Miloshevic and Alejandro Pisanty as members. Hiroshi seconded
the motion, which passed unanimously.

Resolution 09-24: Appoint an Executive Committee
RESOLVED that Daniel Karrenberg, Desiree Miloshevic and Alejandro Pisanty be appointed to the Executive Committee along with Raul Echeberria (as Chair), Lynn St. Amour (as President & CEO), Ted Hardie (as Treasurer) and Scott Bradner (as Secretary).

XIII(b) – Audit Committee

The board discussed candidates for the Audit Committee. Ted moved to appoint an Audit Committee consisting of Ted Hardie as Treasurer and Bert Wijnen and Hiroshi Esak as members. Daniel seconded the motion, which passed unanimously.

Resolution 09-25: Appoint an Audit Committee
RESOLVED, that Ted Hardie (as Treasurer) be appointed chair of the Audit Committee and Bert Wijnen and Hiroshi Esaki be appointed as members of the Audit committee.

XIV. AOB

XIV(a). ISOC web site

The board discussed adding additional languages to the ISOC web site. Gerard Ross described what was currently being done on the ISOC web site. Raul suggested asking that the CEO investigate the logistics and cost of adding additional languages to the ISOC web site taking the UN languages as a reference in order to avoid a discussion about what languages should be considered.

XIV(b). Reimbursement for Board travel expenses

The board discussed the possibility of changing the current ISOC policy for reimbursing board-related travel only in response to prior requests by board members to one in which reimbursement would be assumed. After some discussion Raul said that the policy and procedures should be very clear to all of board members and reimbursement could not be defined in case to case basis. Raul proposed to pass the discussion of this point to the EC. There was no objection.

XIV(c). Chapter Status

Raul asked that the staff prepare a report on the status of ISOC chapters. Jon McNerney described what chapter information is currently on the ISOC web site and what types of activities the staff was currently doing in support of chapters development.

Patrick moved to adjourn. Eric seconded the motion. There being no objection, the meeting was adjourned at 5:41 PM.

Summary of Resolutions

Resolution 2009-16: Thank outgoing chair

RESOLVED, that the board thanks Daniel Karrenberg for his excellent work as Chair.

Resolution 2009-17: Appoint a Chair of the Nominations Committee

RESOLVED, that Daniel Karrenberg be appointed as Chair of the Nominations Committee

Resolution 2009-18: Appoint a Chair of the Nominations Committee

RESOLVED, that Daniel Karrenberg be appointed as Chair of the Nominations Committee

Resolution 2009-19: Approving a revised Audit Committee charter.

RESOLVED, that the Audit Committee Charter (the “Charter”) be amended and restated to indicate that in its review of the audited statements of the Internet Society, the Audit Committee relies on the independent audit of Public Interest Registry and the review by the Board of Directors of Public Interest Registry, and

FURTHER RESOLVED, that the Audit Committee is responsible for the review of the Annual Disclosure Forms submitted under the Internet Society’s Conflict of Interest Policy, with a report to be made to the Board of Trustees at least annually.

Resolution 2009-20: Approve ISOC Delegation Policy

RESOLVED, that the ISOC Delegation Policy is approved.

Resolution 2009-21: Appoint an Executive Committee

RESOLVED that Daniel Karrenberg, Desiree Miloshevic and Alejandro Pisanty be appointed to the Executive Committee along with Raul Echeberria (as Chair), Lynn St. Amour (as President & CEO), Ted Hardie (as Treasurer) and Scott Bradner (as Secretary).

Resolution 2009-22: Appoint an Audit Committee

RESOLVED, that Ted Hardie (as Treasurer) be appointed chair of the Audit Committee and Bert Wijnen and Hiroshi Esak be appointed as members of the Audit committee.