Minutes of Board Meeting No. 79

17 May 2010, Teleconference

Author: S. Bradner
Date: 2010-05-17
Committee: BOT
Document: 10-79
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

79th Meeting of the Board of Trustees of the Internet Society May 17, 2010.

The ISOC Board of Trustees met from 4:50 PM to 6:33 PM US EDT on 17 May 2010 via teleconference

The following members of the Board of Trustees were present:

Eric Burger
Raul Echeberria
Ted Hardie
Daniel Karrenberg
Desiree Miloshevic
Alejandro Pisanty
Philip Smith
Lynn St. Amour (President & CEO)
Jonathan Zittrain

Apologies were received from Hiroshi Esaki, Khaled Koubaa, Bert Wijnen, Patrick Vande Walle

Also present were:
Scott Bradner (Secretary)
Narelle Clark (incoming trustee)
Eva Frolich (incoming trustee)
Larry Lessig (incoming trustee)
Bob Hinden (incoming trustee)
ISOC staff

Minutes taken by Scott Bradner.

Raul called the meeting to order at 4:50 PM US EDT on Monday May 17, 2010.

I. Welcome, Roll Call, Agenda and Ratification of Minutes

Raul asked if anyone wanted to bash the agenda. Ted noted that two of the current members of the Audit Committee were leaving and he would like to invite anyone interested in joining the committee to join the upcoming Audit Committee call.

Daniel moved to approve the minutes of the 78th board meeting as revised. Ted seconded the motion, which was approved unanimously.

Resolution 10-13: Approval of the minutes of the 78th ISOC Board meeting
RESOLVED, that the minutes of the 78th meeting of the ISOC Board of
Trustees held in Anaheim, 27-28 March 2010 are approved.

Ted moved to welcome the Malaysia Chapter. Philip seconded the motion, which was approved unanimously.

Resolution 10-14: ISOC Board of Trustees welcomes new Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the Malaysia Chapter which was chartered and approved since the last Board meeting.

Raul asked Ted to chair the meeting because the quality of his connection was not sufficient. Ted agreed to do so and took over the meeting.

The chair and the board welcomed the new board members to the call by acclamation.

II. Q1 2010 Financial Review

PURPOSE:
a) High level review of Q1 2010 Financials, including IETF and PIR
b) Public Support Test Update

Greg Kapfer presented the Q1 financials. The board had no questions or comments on the Q1 financials.

Greg reviewed the state of the public support test in light of the new funds from PIR. Ted suggested that Greg review the public support test for the new board members before the Brussels board meeting.

III. 2010 Revised Forecast/Budget & Revenue Diversification

PURPOSE: Review recommended Allocation of additional funds and update of revenue diversification efforts

Lynn reviewed the proposal for allocating the additional PIR funds. She asked if the board had any issues with the proposal to allocate $250 K for the IETF as had been discussed during the last board meeting. No one did.

Lynn then reviewed, and the board then discussed, the proposal for allocating an additional $250 K for Structural Support and $350,000 for Strategic Operating needs.

Eric moved to approve the allocation of additional funds received from PIR. Desiree seconded the motion, which was approved unanimously, except for Daniel and Alejandro, who abstained.

Resolution 10-15: Approve recommended allocation of additional funds received from PIR.
RESOLVED, that the ISOC Board of Trustees approves the incremental expenditures as indicated in the request from ISOC’s CEO and as presented at the May 17th 2010 Board meeting.

IV. Membership Consultation Process Update

PURPOSE: Review recent consultation efforts with members on issues related to ICANN and ITU

Bill Graham reviewed his report on the membership consultation process. Raul said that the recent engagements have been quite good and he congratulated the staff on their efforts.

V. ISOC By-Laws

PURPOSE: Introduce suggested Board/Officer indemnification provisions for discussion and potential adoption at June Board meeting.

Greg Kapfer reviewed a proposed update to the ISOC by-laws. Ted invited the incoming board members to comment on the By-laws change. The board, and incoming board members, supported a proposal to hold an e-vote on this proposed by-laws change.

VI. Appoint PIR President and CEO as a non voting member of the PIR Board

Daniel moved to appoint the PIR President and CEO as a non voting member of the PIR board. Philip seconded the motion, which was approved unanimously.

Resolution 10-16: Appointment of PIR President and CEO as a non voting member of the PIR Board
RESOLVED, that the ISOC Board of Trustees appoints Alexa Raad, PIR’s current President and CEO, as a non-voting member of the PIR Board of Directors for a term beginning at the mid year 2010 PIR Board of Directors meeting, and ending the earlier of the mid year 2012 PIR Board of Directors meeting or the end of her tenure as President and CEO.

The meeting moved to closed session at 6:04 PM

VII. AOB

a) Discussion of an ISOC chapter

b) Possible meeting of the ISOC and ICANN boards

c) Announce effort to update Conflict of Interest Policy

Raul moved to adjourn. Eric seconded the motion. There being no objections, the meeting was adjourned at 6:33 PM.

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