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Board of Trustees Meeting Minutes

No. 78 (March 27-28, 2010)
Board Meeting Minutes

Minutes of Board Meeting No. 78

27 – 28 Mar 2010, Anaheim, United States

Author: S. Bradner
Date: 2010-03-27/28
Committee: BOT
Document: 10-78
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

78th Meeting of the Board of Trustees of the Internet Society March 27 & 28, 2010.

The ISOC Board of Trustees met from 9:11 AM to 6:00 PM US PDT on 27 March 2010 and from 8:03 AM to 11:45 AM US PDT on 28 March 2010 in Anaheim, CA, USA.

The following members of the Board of Trustees were present:

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

Apologies were received from Philip Smith.

Also present were:
Scott Bradner (Secretary)
ISOC staff

Minutes taken by Scott Bradner with additional notes from Sunday morning from Greg Kapfer.

Raul called the meeting to order at 9:11 AM US PDT on Saturday March 27, 2010.

I – Apologies, Minutes/E-Votes Approved

Raul asked if any board member had any conflicts of interest with any of the topics on the agenda. No one indicated any conflict.

(A) – approving the minutes of the 77th board meeting

Eric moved to approve the minutes of the 77th board meeting as revised.
Ted seconded the motion, which was approved unanimously except for Daniel, who abstained because he could not hear the discussion of the revision.

Resolution 10-02: Approval of Minutes of the 77th Board Meeting

RESOLVED, that the minutes of the 77th Board meeting of the Internet Society held February 2, 2010 are approved as revised.

(B) – Confirming electronic vote

Daniel moved to confirm the electronic vote approving the IAB slate. Bert seconded the motion, which was approved unanimously.

Resolution 10-03: Confirmation of Electronic Vote

RESOLVED, that the electronic vote to approve the 2010 IAB slate consisting of the following individuals is approved:
Andrei Robachevsky
Bernard Aboba
Hannes Tschofenig
Olaf Kolkman
Ross Callon
Spencer Dawkins

The ISOC Board thanked the IETF NomCom and Mary Barnes as the IETF NomCom Chair for their excellent work.

(C) – Thank Fred baker for his service on the IAOC

Desiree moved that the board thank Fred Baker for his service on the IAOC. Bert seconded the motion, which was approved by acclamation.

Resolution 10-04: Thank Fred Baker for his service on the IAOC.

RESOLVED, that the ISOC Board of Trustees extends its sincere thanks to Fred Baker for his service to the IETF community as an ISOC Board appointee to the IAOC from January 2007 to March 2010.

II – IETF Update

PURPOSE: Update on key developments in the IETF

Olaf Kolkman presented the IETF Chair Report that IETF Chair Russ Housley had presented during the IETF Operations and Administration Plenary on Wednesday.

III – IAB Update

PURPOSE: Update on IAB developments & introduce the transitional RFC Series Editor

(A) – Update on key developments in the IAB
IAB Chair Olaf Kolkman presented the IAB Chair’s report that he had presented during the IETF Technical Plenary on Thursday.

(B) – Transitional RFC Series Editor

Glenn Kowack, the newly appointed Transitional RFC Series Editor, presented the slides he presented during the IETF Operations and Administration Plenary on Wednesday. (URL of report on IETF web site)
The board discussed Glenn’s plans with him. Glenn said that he was scheduled to produce drafts of his documents within 6 months and put them out for comment. He said that the aim is to have the documents finalized in time to put out a call for a permanent RSE before the November IETF meeting.

IV – IASA Update

PURPOSE:
(A) – Review of the 2009 Preliminary Year End Financial Statements

(B) – Update on key developments in the IASA

Bob Hinden, the Chair of the IAOC, provided an update of the status of the IASA and of the IETF 2009, 2010 and 2011 budgets. (URL) He noted the extended discussion on day passes to the IETF during the IETF plenary. He said that the IASA would decide soon if day passes would continue to be offered.
The board discussed the IETF budget with Bob. Bob said that the IAOC was just being conservative at this point and that the actual budget will reflect the experience from 2010. He said that the plan was to continue the high level of tool development into 2011 but that it would reduce after that point. Raul congratulated Bob and the IAOC for the good work and the certainty of the projections that had been made one year before.

V – IETF Trust Update

PURPOSE: High level report of key developments in the IETF Trust

Marshall Eubanks, IETF Trust Chair, presented the slides he presented during the IETF Operations and Administration Plenary on Wednesday.

The meeting took a break from 11:04 am to 11:22 am

VI – Advisory Council Update

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

Drew Dvorshak presented the report from the AC since the AC representatives had technical problems connecting to the board meeting. He noted that Nick Trio had to resign from the AC.

Desiree moved to thank Nick Trio for his service on the AC. Eric seconded the motion, which was adopted unanimously.

Resolution 10-05: Thank Nick Trio for his service on the AC RESOLVED, that the ISOC Board of Trustees extends its sincere thanks to Nick Trio for his long and excellent service on the ISOC Advisory Council.

The board discussed the interaction between the AC and ISOC and places where additional input from the AC would be useful.

VII – President & CEO’s Report

PURPOSE: Review key Strategic and Operating Areas across ISOC

(A) – 2009 Review and Preliminary Year End Financial Statements

Lynn noted that the staff was making a concerted effort to organize the reports of the ISOC activities in a clearer way since the ISOC has grown rapidly and has been getting into more areas. She said that the staff was trying to be clear about what the objectives were of the various activities. Lynn said that she believes that ISOC met its 2009 goals fully and that these were covered in some detail in both the December 2009 and March 2010 Board meeting materials.

Greg Kapfer provided a preliminary review of the 2009 financial report. The board discussed the results of the plan to distribute funds into the currencies ISOC uses with Greg. The board consensus was that this approach was still a sound policy.

(B) – Review 2010 Business Plan and Annual Strategic Objectives
Lynn provided an overview of the multiple reports of the business plan and strategic initiatives. Lynn then asked if there were any specific questions relating to the three Strategic Initiatives: InterNetWorks, Enabling Access, Trust & Identity and the following reports.

2010 Strategic Objectives:
Global Outreach – Scott Hoyt
Advancing the Health of the Internet – Leslie Daigle
Next Generation Leaders – Bill Graham
Additional Revenue Sources – Jon McNerney
Bureaus, Chapters and Members – Jon McNerney
Network Confidence – Lucy Lynch

Additional departmental or Public Policy activities:
Strategic Global Engagement – Bill Graham
Online Copyright Infringement report – Christine Runegar
Open Internetworking report – Sally Wentworth

The board discussed the status of the initiatives and of ISOC support for the IETF. Lynn noted that the original agreement setting up the IETF Administrative Structure (IASA) was that ISOC would work to develop revenue streams on their behalf such that the IETF was self-sustaining (not that they would become a separate organization but they wanted to know that they could be self-sufficient). Bob Hinden acknowledged this to be the intent.

Lynn then noted that PIR has provided an additional $1M for the ISOC immediately and may be able to provide additional funds later in the year. The board discussed staff proposals for the use of these funds but did not reach any decisions.

The meeting broke for lunch between 12:05 AM and 1:04 PM.

(C) – Revenue Generation and diversification update

Lynn introduced a discussion of revenue diversification. She said that ISOC staff had done a lot of work on revenue diversification since the December Board meeting but were not yet ready to propose
specific business plans. The board and the ISOC staff discussed fund raising options. Raul said that the discussion had been good and and the staff has now many inputs for consideration. He said that the next step was for the staff to propose concrete proposals for the board to discuss.

VIII – Strategic Discussion

PURPOSE: Review ISOC’s overall positioning and identify areas for future development in 2011 – 2013

Lynn said that it was normal to have a discussion about this time of year to see if the board members had ideas of what new things staff should be working on in the next year in preparation for the next three year Business Plan and budget. Bill Graham reviewed his report on global engagement. (URL) The board then discussed the report and ISOC’s efforts.

IX – ISOC Chapters Discussion

PURPOSE: Board discussion on ISOC Chapters and review of actions taken from the BoT meeting of December 2009.

Jon McNerney reviewed the chapter report that had been posted in the board book. He noted that ISOC held 11 INETs in 2009 and will hold 10 in 2010. He also noted that the Washington DC ISOC chapter has been rejuvenated. The board discussed the report and the status of ISOC chapters.
Eric moved to welcome the rejuvenated US Washington DC chapter.
Khaled seconded the motion, which was approved by acclamation.

Resolution 10-06: Welcome the rejuvenated US Washington DC Chapter.

RESOLVED, that the ISOC Board of Trustees warmly welcomes the rejuvenated US Washington DC Chapter of the Internet Society, which was chartered and approved since the last Board meeting.

The meeting took a break starting at 4:55 PM.

The meeting resumed in closed session at 5:12 PM.
Present: ISOC board members, Scott Bradner, ISOC senior staff, Ralph Swick and Mauro Nunez from W3C.

XI – W3C Update

PURPOSE: Review Status per ISOC Board Resolution 09-33
Ralph Swick, W3C CEO, provided an update of the status of the W3C.

The meeting took a break at 5:35 PM.

The meeting resumed in open session at 5:39 PM.

XII – Board Governance

Desiree introduced a discussion of ISOC board governance. She suggested that a subcommittee of the board be formed to discuss the possibility of using board committees as part of the board work flow.
The board discussed Desiree’s proposal and the consensus was to proceed once it was known who would be on the board next year. Raul called for volunteers for group. Desiree, Alejandro and Eric volunteered. Raul said he will take the call for volunteers to the board list.

The meeting adjourned for the day at 6:00 PM

The meeting continued in closed session at 8:03 AM US PDT on Sunday, March 29.

XII – PIR Year End Review

Eric and Desiree were not present for this discussion

PURPOSE:
(A) – Review of the 2009 Preliminary Year End Financial Statements

(B) – High level Update of 2010 PIR Strategic Programs
Alexa Raad, PIR CEO, presented an update on the status of PIR.

Barbara Fraser, PIR board member, provided additional information.

(C) – PIR By Law Change

The board discussed the proposed changes to the PIR By-laws.

(D) – Appointment of Directors for the PIR Board

The board discussed possible PIR directors.

XIII – Board Discussion

Eric and Desiree returned to the discussion at this point.

PURPOSE: Discuss the future of the IANA

The board discussed the future of the IANA.

The meeting moved to open session at 10:35 AM PDT.

XIV – PIR related motions

Eric and Desiree recused themselves for this section.

Ted moved to approve the proposed change to the PIR By-laws. Bert seconded the motion, which was approved unanimously.

Resolution 10-07: Accept the proposed PIR By-law change RESOLVED that the proposed PIR By-law change is accepted

Khaled moved to appoint Erik Huizer, Amitabh Singhal and Glenn Ricart to the PIR board. Ted seconded the motion, which was approved unanimously except for Patrick, who abstained.

Resolution 10-08: Appointment of Directors for the PIR Board RESOLVED, that the ISOC Board appoints Erik Huizer and Amitabh Singhal to the PIR Board of Directors for the period starting at the beginning of the mid-year 2010 PIR Board meeting and ending at the end of the day before the start of the mid-year 2013 PIR Board meeting. RESOLVED, that the ISOC Board appoints Glenn Ricart to the PIR Board of Directors for an additional year effective at the end of his current term complete the term of Kuo-Wei Wu.

Bert moved to thank Kuo-Wei Wu for his service on the PIR board.
Daniel seconded the motion, which passed by acclamation.

Resolution 10-09: Thank Kuo-Wei Wu for his service on the PIR board.
RESOLVED, that the ISOC Board of Trustees extends its sincere thanks to Kuo-Wei Wu for his important service on the PIR board.

Raul and Scott left the meeting at this time (10:45 AM US PDT).
At Raul’s request, Eric assumed the role of Chair of the meeting. Greg Kapfer agreed to take notes in Scott’s absence.

XV – ISOC By-law Review

PURPOSE: to inform the Board of two activities relating to ISOC’s By-laws.

Lynn noted that some of the current language in the PIR By-laws is unwieldy or unclear. She recommended that the ISOC management review PIR’s by laws with ISOC’s and PIR’s attorneys, work with the Executive Committee, and bring suggestions for revisions to the PIR By-laws to the Board at a subsequent date.

XV- ISOC Nominations Committee Updates

PURPOSE

Formal Report of ISOC’s Board of Trustee Nominations committee

Daniel reviewed the report of the Nominations Committee. He reported that all activity was done within the prescribed timetable. He noted that several nominations came in late but were dealt with. Daniel recommended more time in the schedule for the NomCom activities, and said we should explicitly encourage early nominations. Daniel thanked the committee members and staff. The board discussed the nomination and election schedule. Patrick moved that a committee be formed to examine the nominations process and propose a new nominations and election timeline. Daniel seconded the motion, which was approved unanimously.

Resolution 10-10: Form a committee to review the nominations and elections process and timetable

RESOLVED, that a committee be formed to examine the nominations process and propose a new nominations and election timeline.

Patrick, Daniel, Alex volunteered to be on this committee. Greg Kapfer will participate on behalf of the staff.

Daniel moved to accept the report of the Nominations Committee.
Patrick seconded the motion, which was approved unanimously.

Resolution 10-11: Accept the Nominations Committee Report

RESOLVED that the Report of the 2010 Nominations Committee is accepted

XVI – Diversifying revenue sources

Raul joined back by telephone at 11.15 am.
The board discussed a proposal from Daniel to direct the President to develop plans to generate significant revenue within the next few years from sources in addition to PIR. After much discussion Daniel moved to adopt statement of the sense of the board on the issue. Patrick seconded the motion, which was approved unanimously, except for Ted, who abstained.

Resolution 10-12: Adopt a sense of the board relating to diversifying revenue base

RESOLVED, that the sense of the ISOC board is:

The board desires to greatly diversify its revenue base, consistent with ISOC’s mission and direction, with targets of USD 2MM in 2011, USD 4MM in 2012 and USD 8MM in 2013. To achieve these aggressive goals, the board will work closely with ISOC staff to develop a plan to achieve these targets.

Daniel added that we should look outside our current resources to implement the sense of the board, and not simply rely on current staff and resources.

XVII AOB

Ted moved to adjourn, Bert seconded the motion. There being no objections, the meeting was adjourned at 11:45 AM US PDT

Summary of Resolutions

Resolution 2010-2: Approval of Minutes of the 77th Board Meeting

RESOLVED, that the minutes of the 77th Board meeting of the Internet Society held February 2, 2010 are approved as revised.

Resolution 2010-3: Confirmation of Electronic Vote

RESOLVED, that the electronic vote to approve the 2010 IAB slate consisting of the following individuals is approved:

Andrei Robachevsky
Bernard Aboba
Hannes Tschofenig
Olaf Kolkman
Ross Callon
Spencer Dawkins

Resolution 2010-4: Thank Fred Baker for his service on the IAOC.

RESOLVED, that the ISOC Board of Trustees extends its sincere thanks to Fred Baker for his service to the IETF community as an ISOC Board appointee to the IAOC from January 2007 to March 2010.

Resolution 2010-5: Thank Nick Trio for his service on the AC

RESOLVED, that the ISOC Board of Trustees extends its sincere thanks to Nick Trio for his long and excellent service on the ISOC Advisory Council.

Resolution 2010-6: Welcome the rejuvenated US Washington DC Chapter.

RESOLVED, that the ISOC Board of Trustees warmly welcomes the rejuvenated US Washington DC Chapter of the Internet Society, which was chartered and approved since the last Board meeting.

Resolution 2010-7: Accept the proposed PIR By-law change

RESOLVED that the proposed PIR By-law change is accepted

Resolution 2010-8: Appointment of Directors for the PIR Board

RESOLVED, that the ISOC Board appoints Erik Huizer and Amitabh Singhal to the PIR Board of Directors for the period starting at the beginning of the mid-year 2010 PIR Board meeting and ending at the end of the day before the start of the mid-year 2013 PIR Board meeting.

RESOLVED, that the ISOC Board appoints Glenn Ricart for an additional year effective at the end of his current term to the PIR Board of Directors to complete the term of Kuo-Wei Wu.

Resolution 2010-9: Thank Kuo-Wei Wu for his service on the PIR board.

RESOLVED, that the ISOC Board of Trustees extends its sincere thanks to Kuo-Wei Wu for his important service on the PIR board.

Resolution 2010-10: Form a committee to review the nominations and elections process and timetable

RESOLVED, that a committee be formed to examine the nominations process and propose a new nominations and election timeline.

Resolution 2010-11: Accept the Nominations Committee Report

RESOLVED that the Report of the 2010 Nominations Committee is accepted
Resolution 2010-12: Adopt a sense of the board relating to diversifying revenue base

RESOLVED, that the sense of the ISOC board is:

The board desires to greatly diversify its revenue base, consistent with ISOC’s mission and direction, with targets of USD 2MM in 2011, USD 4MM in 2012 and USD 8MM in 2013. To achieve these aggressive goals, the board will work closely with ISOC staff to develop a plan to achieve these targets.