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Board of Trustees Meeting Minutes

No. 8 (December 8-9, 1995)
Board Meeting Minutes

Minutes of Board Meeting No. 8

08 – 09 Dec 1995, Dallas, United States

Author(s): G. Huston (Secretary)
Date: 1995.12.18
Committee: BoT
Document: 95-073
Revision: 1
Supersedes:
Status: Confirmed
Maintainer: G. Huston
Access: Unrestricted

A regular Meeting of the Board of Trustees of Internet Society, a non profit corporation organised under the laws of the District of Columbia, U.S.A. (“ISOC”), was held pursuant to notice at the Hyatt Reunion Hotel, Dallas, Texas, U.S.A., on Friday December 8 1995 and Saturday December 9 1995.

Lawrence Landweber, President of ISOC, assumed the duties of Chairman of the Meeting and called the Meeting to order at approximately 8:30am on December 8. Geoff Huston, Secretary of ISOC, assumed the duties of Secretary of the Meeting and recorded the Minutes.

1. Attendance

The following members of the Board of Trustees were present at the Meeting: Scott Bradner, Vinton Cerf, Susan Estrada, Dave Farber, Frode Greisen, Shigeki Goto, Saul Hahn, Christian Huitema, Haruhisa Ishida, Robert Kahn, Tomaz Kalin, Lawrence Landweber, Dan Lynch, Kees Neggers, Tim O’Reilly, Jean Polly, Jon Postel, Michael Roberts.

A quorum was present on both days.

Also attending the meeting were: Geoff Huston (Secretary), Andrea Ireland (Legal Council), George Sadowsky (Vice-President, Education), C.Joe Pasquariello (Chair, ISOC Advisory Council), Nicholas Trio (Co-Chair, ISOC Advisory Council).

The meeting, apart from Board consideration of items which are noted in the minutes as matters considered in closed session, was open to observers.

2. Approval of Minutes

The Minutes of the Meeting of the Board of Trustees held on June 26 – 27 1995, at Honolulu, Hawaii, U.S.A., had been distributed for review prior to this Meeting.

The minutes were amended to change section 5, sentence 5 from “570” to “570,000”.

The Minutes, as amended, were unanimously approved.

3. Email Votes

The Board confirmed the electronic vote adopting ISOC Document 94-253, Revision 3, “Guidelines for establishing a Chapter of ISOC”.

Resolution 95-12 Guidelines for establishing a Chapter of ISOC

RESOLVED, that the Society adopt the following guidelines for establishing a Chapter of ISOC:

  1. A chapter should promote activities of ISOC and provide a means for face-to-face local meetings and communications in the local language.
  2. A Chapter should have at least 25 individual members, all of which must be dues-paying members of ISOC.
  3. Organizational members of the chapter must also be dues-paying organizational members of ISOC.
  4. A chapter must designate a Chair, Vice-Chairs and a board of Directors. They must agree to have an obligation to observe the ISOC Chapter Policies (Document 94-224).
  5. A chapter must set up headquarters in a fixed location.
  6. A chapter must prepare a charter written in English. It should include an explicit statement of the purpose within the scope of ISOC.
  7. An application for chapter status must be submitted to the ISOC headquarters together with the charter.
  8. A chapter must not rely on funding and staff support from the ISOC headquarters. It must not hold ISOC liable in any act or omission or incurred liability of any kind.
  9. A chapter may not use the ISOC name in any significant (more than USD 1000) fund raising efforts except for special projects of the chapter and with explicit previous agreement by the ISOC headquarters.
  10. A chapter must conduct all local activities in the same non-profit manner as ISOC does. It must not engage in product endorsements of other forms of commercial activity. On the whole, it must protect the reputation of ISOC and its headquarters.
  11. A chapter must consult with ISOC trustees and staff for any special arrangements including making public statements and taking positions in the name of ISOC.
  12. A current list of members must be maintained by the chapter and made available to ISOC on request.
  13. An annual report on local activities and notable events must be submitted to the ISOC headquarters by the chapter.
  14. ISOC members shall never be required in any way to join any chapter.
  15. In case a chapter does not follow the guidelines above then its status as an ISOC chapter may be revoked by ISOC.

4. IETF / IESG / IAB Issues

4.1 Insurance Review

Larry Landweber noted that the IETF POISED document set has been passed to ISOC’s insurance underwriters. As a result it has been proposed that ISOC can add IETF Working Group Chairs into the existing policy for a nominal amount, with a maximum liability of USD 2,000,000. From Aetna Insurance, a supplementary USD 3,000,000 insurance policy is potentially available at the quoted sum of USD 6400.

The action noted was for ISOC to obtain copies of these documents and pass them to ISOC and IESG legal counsel for review. It was noted that the decision to proceed with this insurance coverage was within the purview of the IESG, given that ISOC was providing the IESG with the responsibility to recommend such expenditure within the overall structure of ISOC’s structure of support to IETF activities.

4.2 1996 IETF Financial Support

Larry Landweber noted that the proposed financial support to the IETF in 1996 will be authorisation to a budget of USD 250,000, drawing from reserve funds if necessary. This was noted as being subject to the approval of the 1996 ISOC budget.

4.3 POISED Process

Jim Galvin, the current editor of the NOMCOM POISED document reported on the status of this work to the Board. The document revision is nearing completion and will be submitted to Last Call status in the near future. It was noted by the Board that this documents will be resubmitted to the Board in the format of a recommendation for adoption by resolution with an accompanying legal analysis. The reference to the selection of the non- voting chair of the IAB / IESG Nominations Committee by the affirmative vote of at least one half of the Board of Trustees was considered appropriate, and the sense of the Board was recorded as affirming the measures relating to ISOC in these documents.

The Board extended its appreciation to Jim Galvin for his efforts in editing this document.

Guy Almes is chairing the 1996 IAB / IESG Nominations Committee, undertaking the role of non-voting chair, and a committee has been selected and commenced its activities at the Dallas IETF.

Scott Bradner reported to the Board on the status of the 1602bis documents, relating to Standards, appeals procedures, intellectual property and copyright. The revisions of this document is also nearing completion within the IETF processes, with input from the IESG legal counsel being sought at this stage. It was anticipated that this document would reach Last Call status within the coming weeks. Scott Bradner noted that informal polling within the IETF at the Dallas meeting has indicated a strong view supportive of ISOC’s association with the IETF in this area.

The work on describing each of the bodies involved in these processes and their domain of activity, the IETF, IESG, IAB, IANA and ISOC, is at an early stage of preparation, and it was noted that this document will not be completed for some months.

It was noted that all these documents are within the normal internet-draft document track, and are openly available for review and comment within the overall IETF process.

The Board agreed to submit these documents for ballot approval following the IESG Last Call process, within the context of approving ISOC actions noted in the documents

4.4 ITU and ISO liaison

Scott Bradner noted some current levels of uncertainty regarding the status of the ITU referencing Internet Standards documents, counter to ISOC expectations as an outcome of the ITU liaison activity. Vint Cerf undertook to investigate this and report the outcomes to the Board.

4.5 IAB / ISOC DNS Proposal

Brian Carpenter reported on the current status of an internet-draft document outlining a potential ISOC role within the administration of the DNS domain. Predictably this area is one where there is demonstrated widespread interest and a broad set of concerns being expressed regarding the future stewardship of the DNS as a functional component of the Internet environment.

It was noted that there was an emerging technical consensus within the IETF concerning the viability of shared access to registry points with appropriate entry processes, and an undertaking of further developmental work to ease the current strong focus on the DNS as the de facto Internet directory service with investigation of alternative name resolution technologies, and discussion of issues regarding the opening of new three letter top level domains.

It was noted that the major area of administrative concern is currently focussed on the stewardship of the root domain itself, and the generic three letter top level domains, as RFC 1591 already documents the procedures relating to the national ISO 3166 two letter country codes, and further administrative measures within such national domains are a matter of national competence and policy, within the overall framework described in RFC 1591.

The dimension of international regulation and policy was noted and emphasis was placed on ISOC’s positive role within such domains of working towards structures which are conformant to the overall characterisation of the Internet community.

The proposed actions regarding the internet draft document draft-isoc-dns- role-00.txt, which advocates a formal role for ISOC within the DNS administration, is to be edited with input from others, including Randy Bush, Bill Manning and Paul Mockapetris. This revised draft will be discussed at the February 1996 joint CIX / ISOC sponsored workshop and at the March IETF meeting, as well as further review by the Board within this process.

5. ISOC Education Committee Report

5.1 Education Committee Goals and Programs

Richard Perlman reported on the ISOC Education Committee proposal (ISOC Document 95-067). The Board considered this document with the objective of identifying unique opportunities for ISOC to undertake a positive contribution in this area, conformant with ISOC’s overall mission.

The Board discussed this proposal, and offered a perspective that ISOC activity should be undertaken in a cooperative and coordinatory role, and the definitive aspect of ISOC in this domain is in its international role. The overall direction of facilitating international linkages and assisting in making the Internet technical environment approachable within the K12 environment was voiced by the Board. It was noted that ISOC could provide its authority of conviction with technical competence as a value added commentary on the K12 environment, with the objective of catalysing educational activities on the Internet.

The Board stressed the importance of this activity to ISOC and offered the view that further revision of this document was appropriate with the objective of enunciating a compelling unique mission for ISOC.

5.2 ThinkQuest

The President reported to the Board that ISOC has entered into an agreement with Advanced Network & Services, Inc (ANS) to relating to the ThinkQuest competition. ISOC’s role is that of assisting ANS in structuring the program, and develop the process for judging the entries, as an activity where funding is undertaken by ANS in compensation to ISOC for associated resource expenditure.

It is envisaged that this will entail one full time position to support this activity within ISOC. The adjudication effort will centred around the use of voluntary assessors drawn from the K12 Internet community, and will be completed in September of each year.

5.3 INET K12 Workshop

The inclusion of an INET’96 K12 workshop under the auspices of the ISOC Education Committee was reported to the Board. The intended structure and objectives of the 2 day workshop were noted by the Board.

6. Finances

6.1 Review of 1995 Financial Position – Treasurer’s Report

The Board considered the financial reports for ISOC for 1995 and comparisons with the 1994 financial position (ISOC Documents 95-062, 95-069, 95-070, 95-071 and Comparative Balance Sheet and Comparative Income Statement and Budget Comparison). The Treasurer noted that Organisation Membership income will be lower than projected in the 1995 budget while Individual Membership and conference activities have generated revenue above budget projections.

Overall revenue for 1995 is projected to be USD $1,122,066, which is some USD $77,034 lower than the 1995 budget projection. Expenses for 1995 will be lower than projected, with a projection of total expenses of USD $1,075,601 for the year, with a projected operating surplus of USD $46,465 for the year. Total assets of ISOC as of 30 November 1995 were estimated as USD $1,023,766 and liabilities estimated as USD $259,078, with a fund balance of USD $764,688.

The Board indicated that future financial reports should indicate total expenses and revenues for INET conference as they pertain to expenses incurred and revenue to ISOC, rather than reporting a net outcome within reported revenue items. The treasurer remarked that this would be possible and appropriate in years where ISOC carries the responsibility for the conference, but not so if the conference is outsourced via a contract.

The Board also indicated it might be prudent to estimate 1995 Organisational Membership revenue at USD 660,000, and that Trustees undertake followup action on outstanding Organisational Membership invoices.

6.2 Review of Proposed 1996 Budget

The Board considered the proposed 1996 budget (ISOC Document 95-063), noting a proposed increase in expenditure over 1995 levels to USD 1,462,000, largely due to the hiring of a full time CEO position for ISOC, together with expansion of publications activities and funding support for the IETF process.

The 1996 budget includes provisions for a 100% growth in individual membership levels and a 25% increase in Organizational membership revenue, with a reduction in interest income due to an expectation of the need for operating capital in the first part of 1996. The budget proposes revenue of USD 1,411,000 for the year and a USD 76,000 operating deficit for the year.

The requirements for rapid growth of the individual membership base were discussed by the Board, with a need for concentrated activity in this area. Membership options with additional benefits were considered by the Board and will be developed.

There is also an objective of significant increase in the levels of Organizational Membership, as well as ensuring retention of the existing membership base. A package of the dues invoice, report and a survey of perceptions of benefits of membership will be posted to Organizational members. In addition Trustees were urged to expend considerable efforts introducing new Organisational Members to ISOC.

The legal expenditure relating to trademark registrations and associated fund raising efforts will be coordinated by the Treasurer with CNRI, developing a joint legal defense fund raising program for this activity.

Resolution 95-13 was approved by a unanimous vote of all members of the Board of Trustees.

Resolution 95-13 – 1996 ISOC budget

RESOLVED, that Board accepts the 1996 ISOC budget, with a proposed revenue of USD $1,411,999 and expenditure of USD $1,487,000, and an operating deficit of USD $76,000.

7. Changes to the ISOC By-Laws

7.1 Full Time ISOC President

The Board considered proposed amendments to the ISOC By-Laws to allow the engagement of a full time President as a renumerated position, and a change of officers of the Society to allow for the position of Chairman of the Board of Trustees, as proposed in the report from the ISOC Structure Committee.

Resolution 95-14 was approved by a unanimous vote of all members of the Board of Trustees.

Resolution 95-14 – By-Laws Amendment relating to the establishment of an employed President.

RESOLVED, that the ByLaws of the Society shall be and hereby are amended as follows:

  1. In Article II, Section 2, insert at the beginning of the third sentence:Except for the president,and delete the following from the last sentence:

    a trustee during the Initial Period of Operations shall not be counted in this computation, except that service as

  2. In Article II, Section 7, insert the following immediately after the words “or by vote at a meeting of the Board, or by the”Chairman, or by theand delete the following:

    or by the Executive Director of the Society

  3. In Article II, Section 10, delete the followingand to the Executive Director,
  4. In Article IV, delete Section 1 in its entirety and replace it with the following:The officers of the Society shall, at a minimum, consist of a Chairman, a President, a Treasurer and a Secretary, Except for the President, who shall be appointed as set forth in Section 4 below, each officer shall be elected for a one-year renewable term by the affirmative vote of at least a majority of the members of the Board of Trustees then in office. The Chairman shall be selected from among the members of the Board of Trustees who have been elected by the Regular Individual Members of the Society. A person shall not hold more than one office at a time.
  5. In Article IV, delete Sections 4 and 5, and replace them with the following:Section 4. The Chairman of the Society, with the approval of the affirmative vote of at least a majority of the members of the Board of Trustees then in office, shall have the authority to appoint the President of the Society, who shall function as the Society’s Chief Executive Officer and shall be responsible for the day-to-day conduct of the Society’s activities. The President shall perform his duties subject to the direction of the Board of Trustees, and for such compensation and on other terms and conditions as the Board of Trustees shall determine.Section 5. The President shall serve ex officio as a voting member of the Board of Trustees.
  6. In Article IV, Section 6, insert the following immediately before the beginning of the first sentence:Except for the President of the Society, who shall be compensated as determined by the Board of Trustees under Section 4 above,
  7. In Article IV, Section 7, inset immediately before the beginning of the second sentence:Except for the President, who may be removed as provided below,and insert the following after the last sentence:

    The President may be removed by the vote of a majority of members of the Board of Trustees then in office, and in accordance with the termination provisions of the President’s employment contract.

  8. In Article IV, Section 8, insert immediately before the beginning of the first sentence:Except for the President, whose duties shall be prescribed by the Board of Trustees under Section 4 above and detailed in the employment contract,
  9. In Article IV, Section 9, substitute “Chairman” for President” each time it appears
  10. In Article VI, Section 2, substitute “Chairman” for “President”

7.2 Charter Members

The Board considered proposed changes to the ISOC ByLaws as they relate to the role of Charter Members of ISOC.

The Board noted that the Advisory Council had withdrawn its request for positions on the Board of Trustees with the removal of Charter Members, allowing all elected Trustees to be elected by Individual Membership.

Resolution 95-15 was approved by an affirmative vote of 17 members of the Board of Trustees, 1 negative vote.

Resolution 95-15 – By-Laws Amendment relating to Charter Members of ISOC

RESOLVED, that the ByLaws of the Society shall be amended, effective as of the conclusion of the Montreal July 1996 meeting of the ISOC Board of Trustees, conditional on ratification by the Boards of the Charter Members prior to the Montreal, as follows:

  1. In Article II, Section 2, second sentence, delete the phrase:Each of the Charter Members of the Society (as specified in Article VI, Section 2, of these ByLaws) shall at all times have a right to designate one Trustee who shall thereupon be appointed by the Board; with this exception,
  2. In Article II, Section 10, second sentence, delete the phrase:and in Article VI, Section 2 (1) (c) relating to Charter Members,
  3. In Article V, delete Sub-Section 2 (1) in its entirety and renumber sub-Sections 2 (2) and 2 (3) accordingly.
  4. In Article VI, Section 1, replace the entire section with the following text:Section 3. In the event of the dissolution of the Society, the assets of the Society shall be distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501(c)(c) of the U.S. Internal Revenue Code (or corresponding section of any future U.S. Federal tax code).
  5. In Article VII, Section 1, delete the phrase:provided, however that no amendment may be made which adversely affects the rights of a Charter Member without the unanimous consent of all then-existing Charter Members

The ISOC Board authorised the President to submit a report to the ISOC Charter Members relating to this resolution, and to submit an accompanying recommendation that they resign as Charter Members of ISOC.

8. ISOC Advisory Council

Joe Pasquariello reported to the Board on the December 7 ISOC Advisory Council meeting, tabling the draft Advisory Council Charter.

The Board unanimously adopted Resolution 95-16.

Resolution 95-16 – ISOC Advisory Council Charter

RESOLVED, that the Advisory Council shall act in accordance with an Advisory Council charter, which shall be adopted by the ISOC Board of Trustees

9. Trademark Defense

Vint Cerf presented a report to the Board on the current status of trademark activities being undertaken by ISOC.

CNRI made the initial filings on behalf of ISOC (which was not a legal entity at the time). CNRI has transferred all rights related to “Internet Society” to ISOC. Filings for “Internet Society” in various classes in the U.S. were rejected on the grounds that Internet Inc. had already been granted a trademark on the word “Internet” in 1990. ISOC and CNRI been seeking to overturn these registrations since 1992. ISOC has engaged legal counsel to these proceedings. ISOC and CNRI moved to dismiss Internet, Inc objection, and the case awaits the decision of the U.S. Trademark Trial and Appeal Board. An adverse decision could lead to litigation being undertaken by ISOC.

Recording of trademarks outside of the US is in progress in Australia, France, Germany, Italy, Japan and Norway. It was noted that in several cases disputes have been filed to these registrations.

Further activity was endorsed by the Board regarding recommendations of the open use of the term “internet” to all trademark administrations, and recommendations regarding the inadvisability of allowing trademark registration of terms which include structural names currently used within the Internet DNS. ISOC Legal counsel is instructed to prepare a draft of these recommendations.

The 1996 ISOC budget has a provision of USD $65,000 for legal counsel and in addition ISOC will commence fund raising for the legal defense of the unrestricted use of the word ‘Internet’ to describe the global Internet.

The Board unanimously adopted Resolution 95-17.

Resolution 95-17 – Trademark Registrations

RESOLVED, that ISOC should make recommendations for open use of the term “internet” and to warn against inclusion of the names of structural components of the DNS in trademarked names to all trademark administrations, world wide.

10. Personnel Matters

The Board met in private session and discussed the status of the search for a Chief Executive Officer for ISOC and matters relating to ISOC employed staff.

The Board unanimously adopted Resolution 95-18.

Resolution 95-18 – Staff Matters

RESOLVED, that the Board delegate to the Executive Committee the responsibility to assign salary increases for staff for 1996.

11. Conferences

11.1 INET Conference report

George Sadowsky, Vice President for Education, reported on current activities to the Board. The Montreal INET’96 conference will be located with a conjunction of annual meetings, including the Canadian Internet Association, I*EARN and the Quebec Internet Association. It is estimated that 4,000 individuals will be attending Montreal within the week. The conference funding is well underway and the Program Committee is also underway with 8 conference tracks being planned. Proceedings will be available on CD ROM as an alternative to printed proceedings.

It was noted that the IETF will be meeting at the same facilities (Montreal Convention Centre) during this week. There will be a number of common areas, including some level of attendance overlap and use of common facilities. These are being discussed in detail with the IETF at this point in time. It was suggested that INET Plenary sessions be open to IETF attendees.

A location for INET’97 is undecided. Donna Leggett is examining location options within the general Asia / Pacific and South Hemisphere regions. The consequent tight lead time may have financial implications to ISOC in 1997.

INET’98 will be located in Europe, with TERENA representation on the Conference Committee. There will no JENC conference in 1998. All aspects of INET’98, program, facilities, financial, etc will under the sole control of ISOC.

11.2 Workshops for Developing Countries

The INET workshops will be scheduled with 5 tracks in 1996 with the inclusion of a dedicated French language track as a general combination of the other 4 tracks at a basic level. It was observed that previous attendees are now track leaders, and all of the recent national Internet connections have been instigated by individuals who have attended this Workshop. This was seen as one of the major indicators of the success of this program. The program has been reviewed and there are major changes in the program to reflect a current reality and changing circumstance o the attendees

11.3 Regional Activities

Currently the Geneva ISOC chapter is the very active and have expressed interest in hosting a small workshop in May 1996 in South Africa, in conjunction with G7 meetings there at the time. In order for this to be an ISOC activity the issue of curriculum content is important. Any such chapter activity will be undertaken with no financial liability incurred by ISOC. The ISOC booth at the Telecom’95 conference, manned by the Geneva chapter, was very active and gathered 400 Individual memberships.

11.4 NDSS

This will be held in San Diego in February 1996. Previous years have been very successful, and this symposium was on track at this stage.

11.5 WWW Conference

George Sadowsky has been discussing options for cooperation with ISOC in this conference. This issue remains open at this stage.

11.6 Africa

Assisting in an educational program directed at the development of national Internets in this region was the subject of an ISOC proposal to USAID and World Bank some time ago. The program has been developed and at this stage ISOC is in a position to undertake a role as a training agency for the program. USAID and the U.S. White House have approved this proposal and finances have been appropriated, with further approval in the U.S. Senate Foreign Relations Committee awaiting.

12. Membership Reports

12.1 Individual Membership

The Board considered the report concerning Individual Membership initiatives (ISOC Document 95-066a). The approach advocated was the identification of key constituencies of the Internet community and generating membership material which is oriented towards these constituencies.

The approach also advocated testing membership material via web-based information dissemination, and focussed followup via membership material.

The initial membership constituency was identified as the internet-related technical, operational, developmental and engineering community, where the established positioning of ISOC as a professional society was conformant. The size of this initial constituency was estimated at some 100,000 individuals world-wide. Member benefits in such a positioning would include access to technical information and professional information dissemination, and the existing conference and workshop activity is complementary to this positioning.

The Board undertook to refine the Individual Membership report to reflect this membership objective, and circulate these objectives within this constituency. Additional the Board undertook to develop associated ISOC Individual Membership benefits and material.

12.2 Organisational Membership

The Board identified the critical objectives of retaining the existing organisational membership and then developing further organisational memberships.

The Board indicated that ISOC should refine organisational membership material, and to establish contact with individual members outlining the role of Organisational members within ISOC as related to ISOC’s activities within the public space of the Internet.

The treasurer appealed to all trustee to each enlist a new organizational members early in 1996, as this is essential for meeting the 1996 budgetted objectives for ISOC. Contacts to candidate organisational members should be coordinated with the secretariat.

12.3 ISOC Chapters

The Board considered the current status of ISOC chapters ( ISOC Document 95-066c). While there are high levels of interest in chapters, chapter formation has not been as widespread, with 9 chapters established so far.

Issues in the report regarding minimum membership, organisational membership in chapters and ISOC financial support were noted by the Board. The issue of pre-existing organisations which expressed a desire to become a chapter of ISOC were discussed by the Board. The issue was whether the organisation would be re-incorporated as an ISOC chapter, or whether the dual identity was appropriate.

The Board also discussed the issue of chapter activities encompassing a broader scope of activities than ISOC itself, such as the location of the policy environment concerning the administration of a Top Level Domain and the associated operational administration of components of the Domain Name space are considered outside the scope of the specification of conditions of ISOC Chapter activities as stipulated by ISOC and accordingly can be undertaken as a chapter-based activity if so determined by the Chapter.

ISOC legal counsel stressed the stipulation of positioning of chapters as distinct organisational entities as being appropriate in such matters. However the issue of associated public perception of ISOC may be a relevant consideration in such matters, and this concern was noted by the Board as a matter which may require further consideration.

The Board noted that ISOC Chapters are an important part of the overall structure of ISOC and ISOC staff support is necessary to support this activity.

The Board did indicate a level of flexibility may be appropriate regarding the application of Chapter Formation conditions (Resolution 95-10) in certain cases.

Resolution 95-19 was approved by the Board.

Resolution 95-19 – Chapter Formation approval

RESOLVED, that Board approved the process whereby the Vice-President for Chapters may, at his discretion, determine to approve the formation of an ISOC Chapter in such cases where the minimum criteria for chapter formation are not formally met, on submission of justifying information.

13. Publications and Documents

13.1 Publications Report

Tim O’Reilly reported on publications. It was noted that the OnTheInternet publication is under resourced and the preparation of a proposal for further resourcing of the publication is underway.

It was noted that the publication is a critical benefit issue in terms of the profile of ISOC to its current and potential membership, and that editorial direction is to direct content to areas which stress the uniqueness of the ISOC mission in relating to individual membership. The Board noted the direction of taking a technologically-oriented stance with the publication, offering a topical close-perspective commentary on the technologies and related issues which are active within the IETF process. The direction was advocated of using a technology theme for each issue, working with a guest editor to prepare a set of items which directly related to the specific technology theme. A number of such themes were noted in discussion, and further specific development of this proposal would be undertaken by Tiom O’Reilly, together with ISOC staff.

It was noted that the first such issue would be published as the March/April edition.

13.2 Public Nature of ISOC Documents

The issue of the management of ISOC documents was examined by the Board. The Board asserted a basic principle to publish all ISOC documents as public documents except where the information relates to personnel or privileged information of a similar nature.

It was proposed that the assignation of an ISOC document number to a document should normally be the point where the document is considered a public document, and that this should happen in a timely fashion once preparatory activity associated with the drafting of the document has been completed.

Where documents address topics of widespread topical interest sensitivity in this matter of timely openness of documents is noted.

14. 1996 Trustee Elections

The term of Trustees Bradner, Estrada, Farber, Ishida, Polly and Postel expire in this election, and the election process has commenced in line with Resolution 95-02. Vint Cerf reported on the status of this activity, noting strong levels of interest in participation in the process. The Board noted an ambiguity concerning the membership of the Nominating Committee and sought to clarify the membership criteria of the Committee.

The following resolution was unanimously adopted by the Board.

Resolution 95-20 – Nominations Committee

RESOLVED, that the ISOC Nominations Committee shall consist of 7 members, where 5 members shall constitute a valid quorum.

It was noted that the elections process will elect 5 3 year term positions and the next candidate in vote order shall be elected to fill a casual 2 year vacancy on the Board. The Nominations Committee will select between 10 and 12 candidates for the membership election.

The voting process was discussed by the Board and the feasibility of introducing electronic voting will be investigated by Bob Kahn and Geoff Huston, for review by the Board.

15. Awards Committee Report

Susan Estrada reported that further progress in this area will be undertaken once the ISOC CEO position has been established.

16. ISOC / IEEE Joint Technical Committee

It was reported to the Board by Larry Landweber that ISOC has as yet not breached the gap between IEEE copyright and the ISOC principle relating to Internet standards documents of making the documents freely available and encouragement of open use of the associated technology. The IEEE and ISOC liaison is not an issue that ISOC will pursue on these grounds.

17. Internet Research Task Force

It was reported to the Board that the current status of open accessibility of the IRTF activities requires further clarification. Jon Postel reported that while the IRTF concentrates efforts on longer term research topics where stability of research project membership is essential there are efforts underway to balance this requirement with the basic objective of openness of the process. It was noted that the IRTF is working on a charter and associated procedures which describe the structure and processes of the IRTF. The Board expressed it’s concern that the IRTF develop appropriate measures to include elements of openness within its process.

The Meeting closed 10:30 am, 9 December.

Summary of Resolutions

Resolution 1995-12: 1996 ISOC budget

RESOLVED, that Board accepts the 1996 ISOC budget, with a proposed revenue of USD $1,411,999, expenditure of USD $1,487,000, and an operating deficit of USD $76,000.

Resolution 1995-13: By-Laws Amendment relating to the establishment of an employed President.

RESOLVED, that the ByLaws of the Society shall be and hereby are amended as follows:

  1. In Article II, Section 2, insert at the beginning of the third sentence:

Except for the president,

and delete the following from the last sentence:

a trustee during the Initial Period of Operations shall not be counted in this computation, except that service as

  1. In Article II, Section 7, insert the following immediately after the words “or by vote at a meeting of the Board, or by the”

Chairman, or by the

and delete the following:

or by the Executive Director of the Society

  1. In Article II, Section 10, delete the following

and to the Executive Director,

  1. In Article IV, delete Section 1 in its entirety and replace it with the following:

The officers of the Society shall, at a minimum, consist of a Chairman, a President, a Treasurer and a Secretary, Except for the President, who shall be appointed as set forth in Section 4 below, each officer shall be elected for a one-year renewable term by the affirmative vote of at least a majority of the members of the Board of Trustees then in office. The Chairman shall be selected from among the members of the Board of Trustees who have been elected by the Regular Individual Members of the Society. A person shall not hold more than one office at a time.

  1. In Article IV, delete Sections 4 and 5, and replace them with the following:

Section 4. The Chairman of the Society, with the approval of the affirmative vote of at least a majority of the members of the Board of Trustees then in office, shall have the authority to appoint the President of the Society, who shall function as the Society’s Chief Executive Officer and shall be responsible for the day-to-day conduct of the Society’s activities. The President shall perform his duties subject to the direction of the Board of Trustees, and for such compensation and on other terms and conditions as the Board of Trustees shall determine.

Section 5. The President shall serve ex officio as a voting member of the Board of Trustees.

  1. In Article IV, Section 6, insert the following immediately before the beginning of the first sentence:

Except for the President of the Society, who shall be compensated as determined by the Board of Trustees under Section 4 above,

  1. In Article IV, Section 7, inset immediately before the beginning of the second sentence:

Except for the President, who may be removed as provided below,

and insert the following after the last sentence:

The President may be removed by the vote of a majority of members of the Board of Trustees then in office, and in accordance with the termination provisions of the President’s employment contract.

  1. In Article IV, Section 8, insert immediately before the beginning of the first sentence:

Except for the President, whose duties shall be prescribed by the Board of Trustees under Section 4 above and detailed in the employment contract,

  1. In Article IV, Section 9, substitute “Chairman” for President” each time it appears
  2. In Article VI, Section 2, substitute “Chairman” for “President”

Resolution 1995-16: By-Laws Amendment relating to Charter Members of ISOC

RESOLVED, that the ByLaws of the Society shall be amended, effective as of the conclusion of the Montreal July 1996 meeting of the ISOC Board of Trustees, conditional on ratification by the Boards of the Charter Members prior to the Montreal, as follows:

  1. In Article II, Section 2, second sentence, delete the phrase:

Each of the Charter Members of the Society (as specified in Article VI, Section 2, of these ByLaws) shall at all times have a right to designate one Trustee who shall thereupon be appointed by the Board; with this exception,

  1. In Article II, Section 10, second sentence, delete the phrase:

and in Article VI, Section 2 (1) (c) relating to Charter Members,

  1. In Article V, delete Sub-Section 2 (1) in its entirety and renumber sub-Sections 2 (2) and 2 (3) accordingly.
  2. In Article VI, Section 1, replace the entire section with the following text:

Section 3. In the event of the dissolution of the Society, the assets of the Society shall be distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501(c)(c) of the U.S. Internal Revenue Code (or corresponding section of any future U.S. Federal tax code).

  1. In Article VII, Section 1, delete the phrase:

; provided, however that no amendment may be made which adversely affects the rights of a Charter Member without the unanimous consent of all then-existing Charter Members

Resolution 1995-17: ISOC Advisory Council Charter

RESOLVED, that the Advisory Council shall act in accordance with an Advisory Council charter, which shall be adopted by the ISOC Board of Trustees

Resolution 1995-18: Trademark Registrations

RESOLVED, that ISOC should make recommendations for open use of the term “internet” and to warn against inclusion of the names of structural components of the DNS in trademarked names to all trademark administrations, world wide.

Resolution 1995-20: Chapter Formation approval

RESOLVED, that Board approved the process whereby the Vice-President for Chapters may, at his discretion, determine to approve the formation of an ISOC Chapter in such cases where the minimum criteria for chapter formation are not formally met, on submission of justifying information.

Resolution 1995-21: Nominations Committee

RESOLVED, that the ISOC Nominations Committee shall consist of 7 members, where 5 members shall constitute a valid quorum.

Resolution 1995-19: Staff Matters

RESOLVED, that the Board delegate to the Executive Committee the responsibility to assign salary increases for staff for 1996.