Minutes of Board Meeting No. 75

21 Sep 2009, Teleconference

Author: S. Bradner
Date: 2009-09-21
Committee: BOT
Document: 09-75
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

75th Meeting of the Board of Trustees of the Internet Society September 21, 2009.

The ISOC Board of Trustees met from 3:04 PM to 5:09 PM US EDT on September 21, 2009 via teleconference.

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
Lynn St. Amour (President & CEO)
Patrick Vande Walle
Bert Wijnen
Jonathan Zittrain

Apologies were received from Phillip Smith.

Also present were:
Scott Bradner (Secretary)
ISOC staff

I. Agenda, Ratification of Minutes, Apologies

Raul said that he wanted to institute a new governance practice and that at the start of each Board meeting he would like the Trustees to identify any possible conflicts of interest given the Board meeting agenda. No one reported any issues. Raul asked if anyone had any topics to be covered under any other business. Bert suggested that the board discuss the issue of the IETF meeting in China that was currently under discussion in the IETF.

Ted moved to approve the minutes of the 73rd board meeting. Daniel seconded the motion, which passed unanimously

Resolution 09-23: Approval of the minutes of the 73rd (and 2009 AGM) meeting of the Board of Trustees, held in Stockholm on the 24th July 2009
RESOLVED that the minutes of the 73rd Board meeting of the Internet Society held in Stockholm on July 24th, 2009 are approved.

Bert moved to approve the minutes of the 74th board meeting. Eric seconded the motion, which passed unanimously

Resolution 09-24: Approval of the minutes of the 74th meeting of the Board of Trustees, held in Stockholm on July 24-25th, 2009
RESOLVED that the minutes of the 74th meeting of the Board of Trustees, held in Stockholm on July 24-25th, 2009 are approved.

II. Audit Committee Report

PURPOSE: Receive the report of the Audit Committee and accept the 2008 Independent Auditors Report.

Ted said that the audit report before the board was the unanimous recommendation of the audit committee. He noted that the report had been delayed to include the final report of the PIR audit.

Ted moved that the board receive the report of the audit committee and to accept the auditor’s report. Bert seconded the motion, which passed unanimously, except for Daniel who abstained. Daniel said that due to force majure he had had no time to review the report before the meeting.

Resolution 09-25: Accept the 2008 Independent Auditors Report.
RESOLVED, that the board received the report of the ISOC audit committee and to accept the 2008 Independent Auditors Report.

III. ISOC’s 2008 Annual Income Tax Return

PURPOSE: To discuss Board’s responsibilities and review process for ISOC’s 2008 Annual Income Tax Return.

Greg Kapfer described the duties of the board relative to the ISOC Annual Income Tax Return. He noted that a representative group of the board needed to review the return before it is filed and that every member of the board must receive a copy of the return before it is filed. Greg noted that the compensation for officers should be reviewed.

Daniel noted that the last time that the CEO’s compensation was determined it was done based on benchmarks obtained from remuneration advisors both in the US and Europe and after obtaining information about CEO compensation in other similar organizations.

Ted suggested that the best review group would be the ExCom since the ExCom has dealt with the issue of compensation in the past. Daniel agreed with Ted but asked that the Audit Committee let the ExCom know if the numbers on the return are OK.

Ted moved that the Audit Committee be responsible for reviewing the tax return with input from the Excom as regards to compensation. Daniel seconded the motion, which passed unanimously.

Resolution 09-26: Assigning Tax Return review to the Audit Committee
RESOLVED, that the ISOC Audit Committee be responsible for reviewing the draft ISOC Tax Return with input from the Excom as regards to compensation.

IV. 2009 Mid-Year Performance Review and Year End Forecast

PURPOSE: Review 2009 Mid-Year Performance and 2009 Year end Forecasts. Includes IASA and PIR Reviews.

Greg Kapfer said that the forecasts presented in Stockholm were still valid. He then reviewed those forecasts.

V. 2010 – 2012 Strategic Planning Update

PURPOSE: Review key directions and achievements as pertains to 3-year Business Plan and Budget Development. Will address scenario planning activities as well as following specific BoT Work Plan Items:

InterNetWorking
Trust & Identity
Enabling Access

Lynn noted that she was in Geneva with the Executive Team on a retreat reviewing the strategic planning and assessing any impacts of the recent scenario planning activities. Scott Hoyt reviewed the status of the reviews. He reminded the board about the scenarios that the ISCO staff had developed and presented to the board in Stockholm. He said that the staff had continued to work on the scenarios to better understand the impacts of the scenarios on the ISOC activities. Scott Hoyt then discussed the strategic initiatives and noted that the staff was working on repositioning the Enabling Access initiative. He said that he expects the staff to provide an updated planning document to the board at least two weeks before the next board meeting in December. Lynn noted that the work on the strategic initiatives, other than the review of the Enabling Access initiative, were following the three year plans approved by the board last year. She said that the board would be provided information on the revised Enabling Access initiative as it develops.

The Board discussed Scott Hoyt’s report. After the discussion Lynn suggested that the staff produce a report for the board, after the retreat the staff were currently involved in, that would let the board know what the staff was considering.

VI. AOB

VI – A – date for mid year board meeting.

Lynn recalled that coincident with ISOC’s mid year Board meeting there is traditionally a meeting between the ISOC Board and senior management team, and the PIR Board and senior management team. She noted that PIR had agreed to move their board meeting to make this timing work, and therefore proposed the following meetings to be held in Brussels alongside the ICANN meeting:

Saturday AM, 19th June 2010 – ISOC and PIR meeting
Saturday afternoon, 19th June 2010 – ISOC Board meeting
Sunday all day, 20th June 2010 – ISOC Board meeting

VI – b – IETF meeting in China
The board discussed the issues raised on the IETF mailing list about holding an IETF meeting in China. Several Trustees suggested that the staff be conscious to quantify the financial exposure of the Society resulting from unusual clauses in the hotel contracts and to discuss this with the IAOC as appropriate.

VI – c – Future of IANA
Raul proposed including the topic of the future of the IANA in the agenda for the December board meeting.

The meeting moved to closed session with the Trustees and the ISOC Executive Team at 4:28 pm.

VII – Discuss ISOC cooperation with another Internet organization

VIII – Discuss PIR Board of Directors appointments for 2010

The meeting returned to open session at 5:07 pm

Bert moved to approve the Call for Candidates for the PIR board of Directors. Khaled seconded the motion, which passed unanimously

Resolution 09-27: Approval of the Call for Candidates for the PIR Board of Directors
RESOLVED, that the Call for Candidates for the PIR Board of Directors is approved

Daniel moved to adjourn. Desiree seconded the motion. There being no objections the meeting was adjourned at 5:09 PM.

Summary of Resolutions

Resolution 2009-23: Approval of the minutes of the 73rd (and 2009 AGM) meeting of the Board of Trustees, held in Stockholm on the 24th July 2009
RESOLVED that the minutes of the 73rd Board meeting of the Internet Society held in Stockholm on July 24th, 2009 are approved.

Resolution 2009-24: Approval of the minutes of the 74th meeting of the Board of Trustees, held in Stockholm on July 24-25th, 2009
RESOLVED that the minutes of the 74th meeting of the Board of Trustees, held in Stockholm on July 24-25th, 2009 are approved.

Resolution 2009-25: Accept the 2008 Independent Auditors Report.
RESOLVED, that the board received the report of the ISOC audit committee and to accept the 2008 Independent Auditors Report.

Resolution 2009-26: Assigning Tax Return review to the Audit Committee
RESOLVED, that the ISOC Audit Committee be responsible for reviewing the draft ISOC Tax Return with input from the Excom as regards to compensation.

Resolution 2009-27: Approval of the Call for Candidates for the PIR Board of Directors
RESOLVED, that the Call for Candidates for the PIR Board of Directors is approved

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