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Board of Trustees Meeting Minutes

No. 76 (December 4-5, 2009)
Board Meeting Minutes

Minutes of Board Meeting No. 76

04 – 05 Dec 2009, Amsterdam, Netherlands

Author: S. Bradner
Date: 2009-12-04/05
Committee: BOT
Document: 09-76
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

76th Meeting of the Board of Trustees of the Internet Society December 4 and 5 2009.

The ISOC Board of Trustees met from 1:00 PM to 7:03 PM CET on 4 December 2009 and from 8:59 AM to 4:35 PM CET on 5 December, 2009 in Amsterdam, Netherlands.

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
Philip Smith
Lynn St. Amour (President & CEO)
Patrick Vande Walle (for part of the meeting via teleconference)
Bert Wijnen
Jonathan Zittrain (for a part of the meeting via teleconference)
Also present were:
Scott Bradner (Secretary)
ISOC Staff
Tim Berners-Lee – W3C (Day 1)
Ralph Swick – W3C Day 1 and part of Day 2)

Raul called the meeting to order at 1:00 pm CET on Friday December 4, 2009.

Raul asked if any board members had any conflicts of interest with any topics on the agenda. Eric noted his conflict on the PIR related topic. Raul said that he would designate Ted as temporary chair during the discussion of the ITU and addressing but would stay in the room and participate in the discussion. Desiree said that she might have some conflicts relating to PIR. Daniel said that he had a similar conflict as does Raul and would also stay in the room and participate in the discussion.

I. Minutes and Committee Memberships Approved

I(a). Approval of board minutes

Ted moved to approve the minutes of the 75th board meeting.
Daniel seconded the motion, which was approved unanimously except for Philip Smith, who abstained since he was not at the meeting.

Resolution 09-28: Approval of Minutes of the 75th Board meeting

RESOLVED that the minutes of the 75th Board meeting of the Internet Society held September 21, 2009 are approved

I(b). Approval of 2010 Nomination Committee

The board discussed membership for the 2010 Nomination Committee.

Daniel moved to approve the membership of the 2010 Nomination Committee. Alejandro seconded the motion.

The board then discussed the specific membership of the committee. Ted proposed the slate be approved with the understanding that an additional member be added within a week or so.

The motion was approved unanimously.

Resolution 09-29: Approval of the 2010 Nomination Committee RESOLVED that Holly Raiche, Jonathan Zittrain, Khaled Koubaa, Olga Cavalli, Philip Smith and Rob Blokzijl be appointed as members of the 2010 Nominations Committee chaired by Daniel Karrenberg.

I(c). Approval of the 2010 Election Committee

The board discussed membership for the 2010 Election Committee. Alejandro moved to approve the membership of the 2010 Election Committee. Desiree seconded the motion, which was approved unanimously.

Resolution 09-30: Approval of the 2010 Election Committee

RESOLVED that Fred Baker and Jonne Soininen be appointed as members of the Election Committee Chaired by Patrick Vande Walle.

II. Advisory Council Report

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

Olivier Dubuisson provided a report of the AC via teleconference. He reported on the AC meeting held before the recent IGF meeting. He said that the meeting was quite successful but that additional background information would be useful in the future. He then discussed the AC discussion of DNSSEC. He said that the AC wondered why there was no formal ISOC opinion on the establishment of new gTLDs. Finally he said that the AC would like to know how it can help the ISOC.

Lynn discussed the current ISOC thinking about how well the new gTLDs have worked (not all that well in the business sense) and that she thinks that ICANN needs to be the one to comment on the business aspects of new gTLDs including ICANN’s business failover plans as it will be important to protect end-user interests.

III. Appointment of a member of the IAOC

PURPOSE: To appoint a member of the IAOC for a two-year term

The board discussed possible candidates for the ISOC appointed member of the IAOC.

Ted moved to appoint Eric Burger to the IAOC. Bert seconded the motion, which was approved unanimously.

Resolution 09-31: Appoint a member of the IAOC.

RESOLVED that Eric Burger be appointed to the IAOC for a term starting at the start of the first day after the first IETF meeting in 2010 and ending at the end of the last day of the first IETF meeting in 2012.

IV. Presentation by the Netherlands Chapter of the Internet Society

PURPOSE: Increased visibility for ISOC Chapters and their activities

Jan Willem Broekema, President of the Netherlands Chapter of the Internet Society, and Michiel Leenaars, Director of ISOC Netherlands Chapter of the Internet Society, provided a presentation on the Internet, the world of today and ISOC chapters.

The meeting took a break from 2:15 to 2:30 pm CET.

The meeting resumed in closed session – with only the Board, ISOC executive team and invited guests present.

V. Board Discussion

PURPOSE: High-level discussion on various strategic opportunities.

The board discussed a number of strategic opportunities.

VI. PIR Review

Eric left the room at this time.

Alexa Raad, PIR CEO and Barbara Fraser, PIR Board member, provided a high-level report on PIR developments and budget forecasts. Barbara also reviewed a set of proposed changes to the PIR By-laws. The board discussed the proposed By-laws changes. The board requested that the proposed changes be reviewed by ISOC counsel and a report of the review be provided to the board.

Eric returned to the room at this time.

VII. Investment report

Greg Kapfer provided an overview of the current investments.

The board discussed the report and agreed to the following sense of the board:

“It is the sense of the Board that the CFO should solicit a review of ISOC’s currency hedge strategy from ISOC’s investment advisors and present to the Board the result of that analysis so that it may gauge the need for a revision of the ISOC investment policy.”

VIII. Future of the IANA

Leslie Daigle presented a draft report to the Board, prepared by the ISOC staff, on the role and possible futures of the IANA. The board discussed the draft report.

The meeting broke for the day at 7:03 PM

The meeting resumed in open session at 8:59 am on Saturday, 5 December 2009

IX. Report on the ISOC European Chapters Coordinating Council (ISOC-ECC)

Christopher Wilkinson provided an update on the ECC.

Khaled requested that specific time be set aside during the next BoT meeting for a discussion of chapters.

X. President & CEO Report

PURPOSE:

  • High level outlook on key strategic and program priorities
  • 2009 Accomplishments and Year End Forecast (DOC)

X(a). President & CEO Report

Lynn provided an overview of the status report that had been previously distributed to the board.

The Board signaled their appreciation for all the efforts of staff, chapters, and members with a round of applause.

X(b). Recognition of the Liberia Chapter of the Internet Society

Daniel moved to welcome the Liberia Chapter of the Internet Society. Alejandro seconded the motion, which was approved by acclimation

Resolution 09-32: ISOC Board of Trustees welcomes the new Liberia Chapter of the Internet Society

RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Liberia Chapter of the Internet Society, which was chartered and approved since the last Board meeting

XI. . 2010-2012 Business Plan and Budget Reviews

PURPOSE: Presentation of the 2010-2012 High Level Business Plan and Budget for review and approval.

Daniel discussed his worry that the ISOC was continuing to rely too much on income from PIR. He proposed a number of approaches to increase the amount of other revenue, which the board discussed later in the meeting.

Lynn then reviewed the initiative and department reviews that had been previously distributed to the board.

Jon McNerney reviewed his report on Globalization/Localization Plans. The board discussed ways for ISOC’s local staff to better engage with the local chapters.

Leslie Daigle reviewed her report on ISOC’s Standards & Technology efforts.

Jon McNerney reviewed the state of ISOC efforts for obtaining additional revenue sources.  The board then discussed Daniel’s proposals for alternate approaches for revenue generation.

Jon McNerney then reviewed ISOC efforts in Chapter & Member Engagement.

The board discussed the health of a few chapters.

Greg Kapfer reviewed the 2010 Budget that had been previously distributed to the board.

Ted moved to authorize a donation from the ISOC to the W3C. Alejandro seconded the motion. The board then discussed the proposed donation.

The motion passed with Bert and Eric abstaining.

Resolution 09-32: Authorizing a donation to the World Wide Web Consortium (“W3C”) in support of their Organizational evolution.

WHEREAS the Internet Society (“ISOC”) is a nonprofit organization founded in 1992 to provide leadership in Internet related standards, education, and policy. With offices in Washington D.C., USA, and Geneva, Switzerland, it is dedicated to ensuring the open development, evolution and use of the Internet for the benefit of people throughout the world.

WHEREAS the World Wide Web Consortium (“W3C”) is an international community where Member organizations, a full-time staff, and the public work together to develop Web standards. W3C is currently operated pursuant to two separate joint sponsorship agreements — one between the Massachusetts Institute of Technology (“M.I.T.”) and European Research Consortium for Informatics and Mathematics (“ERCIM”), and the other between M.I.T. and Keio University (“KEIO”);

WHEREAS W3C and ISOC recognize strong alignment between both organizations on a global open Internet, the Internet Ecosystem model, and our stewardship mission and responsibilities to the global Internet and end-users worldwide;

WHEREAS ISOC understands that pursuant to a 2009 report of a W3C Advisory Board task force, the W3C Advisory Board has recommended the creation of an independent W3C legal entity or lightweight Headquarters and W3C leadership intends to pursue the viability of W3C becoming an independent organization during 2010;

WHEREAS ISOC wishes to support this organizational evolution for a period of three years contingent upon progress being made towards such establishment and as reported through periodic reports;

WHEREAS ISOC will provide financial support to W3C, as outlined in ISOC’s 2010-2012 Business Plan and Budget, to assist W3C in establishing said independent entity or lightweight headquarters operation while also investigating means to increase collaboration with other parts of the Internet community;

WHEREAS ISOC and W3C recognize that W3C continues to be an independent organization and will make technical decisions according to its own process and that the financial support provided by ISOC will not encumber the W3C technical process;

Be It Resolved that ISOC expresses its willingness to facilitate W3C’s pursuit of an independent entity or lightweight headquarters operation in a manner to be identified in on-going discussions, and will explore and pursue further inter-organizational synergies including greater collaboration in mutually interesting activities and in communicating support for the Open Internet Ecosystem model.

Be It Further Resolved, that the ISOC Board of Trustees further directs its President and CEO to assist the W3C in its evolution through such means as deemed appropriate, including the provision of staff expertise in fund raising, corporate governance, standards development, and communications

Be It Further Resolved, that the President and CEO of ISOC is hereby authorized, consistent with this motion, to execute such documents as necessary to effect the foregoing, and, as necessary or appropriate, to execute such other documents, correspondence or the like to provide assurances of the commitment of ISOC to the foregoing actions, in line with the principles expressed by the Internet Society Board of Trustees at the Internet Society Board meeting # 76 on Dec. 4-5, 2009.

Ralph Swick, from the W3C, said that he understood the concerns that the board members expressed during the discussion and that he also feels that there will be expanded cooperation in the future.

Daniel left the meeting at this point.

The meeting broke for lunch from 12:25 to 1:25 PM.

XII. IETF, IAB, IASA & IETF Trust Updates

XII(a). IAB Report

Olaf Kolkman, chair of the IAB, provided the update on the work of the IAB that was presented at the last IETF meeting.

XII(b). ) IETF Report

Olaf Kolkman provided Russ Housley’s update on the work of the IETF that was presented at the last IETF meeting.

Hiroshi thanked the IETF for coming to Japan. He said that the mayor of Hiroshima was very happy to welcome the IETF. Olaf said that the IETF felt very welcome.

Raul reminded the meeting that the relationship between the ISOC and IETF was very important to the ISOC. He also said that he thinks that it is important for the IETF leadership to participate in the political arena. He noted that misunderstandings about the IETF had come up during the recent IGF meeting. Lynn noted that the ISOC was aggressively doing outreach about the IETF.

XII(c). IAOC Report

Via teleconference Bob Hinden, chair of the IAOC, and Russ Housley, chair of the IETF, provided an update on the work of the IAOC.

Desiree asked if the plan to keep the meeting fees constant was a result of a survey or was it a strategic plan. Bob said that the IAOC had taken into account a plenary discussion of meeting fees and a desire to not adversely impact meeting attendance during an economic downturn.

Olaf Kolkman then presented a Sinterklaas video to the board.

Alejandro moved to congratulate Olaf Kolkman. Eric seconded the motion, which was passed by acclamation.

Resolution 09-33: Congratulate Olaf Kolkman

RESOLVED, that the Board congratulates Olaf Kolkman and whoever stands behind him in providing the neat surprises of a video and chocolate and congratulate him and his family for Sinterklaas. This last part is extensive to Daniel, Bert, and all the local dwellers like Mirjam.

XII(d). IETF Trust Report

Ray Pelletier, IETF Administrative Director, provided an update on the work of the IAOC.

X. 2010-2012 Business Plan and Budget Reviews (Continued)

Bill Graham provided an overview of the ISOC Next Generation Leaders Program.

The board then discussed the Next Generation Leaders Program.

XIII. ISOC’s Cultural/National Diversity

Ted left the room for this topic, as he felt that the Board’s discussion of staff diversity had not been appropriate and he did not wish to see it continue.

Lynn summarized, and the board discussed, the cultural and national diversity of the ISOC staff.

XIV. 2010 Budget and 2010-2012 High Level Financial Plan, continued

Ted moved to approve the budget. Hiroshi seconded the motion, which was approved unanimously.

Resolution 09-34: Approve the 2010 Budget

RESOLVED, that the Board approve 2010 Budget as documented in the 2010-2012 Business Plan

Based on the discussion earlier today the consideration of the 2011-2012 budget plan was deferred until a special board meeting in early 2010.

XV. Future of IANA, continued

Raul suggested forming a drafting group consisting of some staff and some board members to develop a proposed sense of the board on the future of the IANA. The board discussed this proposal for a while then suspended the discussion until later in the meeting.

XVI. AOB

XVI(a). ITU and addressing

Due to Raul’s conflict of interest, Ted took over management of the meeting at this point.

The board discussed the ITU-T’s activities in the area of IPv6 addressing.

Bill Graham suggested that the ISOC, working with ICANN and the RIRs, produce material to educate ITU Council members about the Internet environment for the April ITU Counsel meeting. The board discussed this proposal and agreed to the direction.

Raul resumed the chair role at this point.

Jonathan joined the meeting at this point via teleconference.

XVI(b). Future of IANA, continued

The board resumed its discussion on future of the IANA. After the discussion Lynn agreed to work with the staff to further refine a discussion paper for internal board discussion.

XVI(c). Timing of the mid year ISOC board meeting

The board discussed the timing of the mid-year ISOC board meeting. Raul reported that the date had been set after a board discussion and after consultation with the PIR board and could not be easily changed.

XVI(d). Involvement of prior ISOC board members

Raul suggested creating an ISOC board member alumni group. The board discussed the idea and agreed to further consider it.

Alejandro moved to adjourn the meeting. Eric seconded the motion. There being no objection, the meeting was adjourned at 4:35 pm CET.

Summary of Resolutions

Resolution 2009-28: Approval of Minutes of the 75th Board meeting

RESOLVED that the minutes of the 75th Board meeting of the Internet Society held September 21, 2009 are approved

Resolution 2009-29: Approval of the 2010 Nomination Committee

RESOLVED that Holly Raiche, Jonathan Zittrain, Khaled Koubaa, Olga Cavalli, Philip Smith and Rob Blokzijl be appointed as members of the 2010 Nominations Committee chaired by Daniel Karrenberg.

Resolution 2009-30: Approval of the 2010 Election Committee

RESOLVED that Fred Baker and Jonne Soininen be appointed as members of the Election Committee Chaired by Patrick Vande Walle.

Resolution 2009-31: Appoint a member of the IAOC.

RESOLVED that Eric Burger be appointed to the IAOC for a term starting at the start of the first day after the first IETF meeting in 2010 and ending at the end of the last day of the first IETF meeting in 2012.

Resolution 2009-32: ISOC Board of Trustees welcomes the new Liberia Chapter of the Internet Society

RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Liberia Chapter of the Internet Society, which was chartered and approved since the last Board meeting

Resolution 2009-33: Authorizing a donation to the World Wide Web Consortium (“W3C”) in support of their Organizational evolution

WHEREAS the Internet Society (“ISOC”) is a nonprofit organization founded in 1992 to provide leadership in Internet related standards, education, and policy. With offices in Washington D.C., USA, and Geneva, Switzerland, it is dedicated to ensuring the open development, evolution and use of the Internet for the benefit of people throughout the world.

WHEREAS the World Wide Web Consortium (“W3C”) is an international community where Member organizations, a full-time staff, and the public work together to develop Web standards. W3C is currently operated pursuant to two separate joint sponsorship agreements — one between the Massachusetts Institute of Technology (“M.I.T.”) and European Research Consortium for Informatics and Mathematics (“ERCIM”), and the other between M.I.T. and Keio University (“KEIO”);

WHEREAS W3C and ISOC recognize strong alignment between both organizations on a global open Internet, the Internet Ecosystem model, and our stewardship mission and responsibilities to the global Internet and end-users worldwide;

WHEREAS ISOC understands that pursuant to a 2009 report of a W3C Advisory Board task force, the W3C Advisory Board has recommended the creation of an independent W3C legal entity or lightweight Headquarters and W3C leadership intends to pursue the viability of W3C becoming an independent organization during 2010;

WHEREAS ISOC wishes to support this organizational evolution for a period of three years contingent upon progress being made towards such establishment and as reported through periodic reports;

WHEREAS ISOC will provide financial support to W3C, as outlined in ISOC’s 2010 – 2012 Business Plan and Budget, to assist W3C in establishing said independent entity or lightweight headquarters operation while also investigating means to increase collaboration with other parts of the Internet community;

WHEREAS ISOC and W3C recognize that W3C continues to be an independent organization and will make technical decisions according to its own process and that the financial support provided by ISOC will not encumber the W3C technical process;

Be It Resolved that ISOC expresses its willingness to facilitate W3C’s pursuit of an independent entity or lightweight headquarters operation in a manner to be identified in on-going discussions, and will explore and pursue further inter-organizational synergies including greater collaboration in mutually interesting activities and in communicating support for the Open Internet Ecosystem model.

Be It Further Resolved that the ISOC Board of Trustees further directs its President and CEO to assist the W3C in its evolution through such means as deemed appropriate, including the provision of staff expertise in fund raising, corporate governance, standards development, and communications.

Be It Further Resolved that the President and CEO of ISOC is hereby authorized, consistent with this motion, to execute such documents as necessary to effect the foregoing, and, as necessary or appropriate, to execute such other documents, correspondence or the like to provide assurances of the commitment of ISOC to the foregoing actions, in line with the principles expressed by the Internet Society Board of Trustees at the Internet Society Board meeting # 76 on Dec. 4-5, 2009.

Resolution 2009-34: Approve the 2010 Budget

RESOLVED, that the Board approve 2010 Budget as documented in the 2010-2012 Business Plan