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Board of Trustees Meeting Minutes

No. 83 (November 13-14, 2010)
Board Meeting Minutes

Minutes of Board Meeting No. 83

13 – 14 Nov 2010, Beijing, China

Author: S. Bradner
Date: 2010-11-14
Committee: BOT
Document: 10-83
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

83rd Meeting of the Board of Trustees of the Internet Society, November 13-14, 2010.

The ISOC Board of Trustees met from 9:01 AM to 6:45 PM PM CST on 13 November 2010 and from 8:09 AM to 12:33 PM CST on 14 November 2010 in Beijing, China

The following members of the Board of Trustees were present:

  • Eric Burger
  • Narelle Clark (via teleconference for part of the meeting)
  • Raul Echeberria
  • Eva Frolich
  • Bob Hinden
  • Khaled Koubaa
  • Larry Lessig
  • Alejandro Pisanty (via teleconference)
  • Philip Smith
  • Lynn St.Amour
  • Bert Wijnen
  • Jonathan Zittrain (via teleconference for part of the meeting)
  • Apologies were received from Daniel Karrenberg.

Also present were:

  • Scott Bradner (Secretary)
  • ISOC staff
  • Observers

Minutes taken by Scott Bradner.

I. Agenda and Ratifications

Raul brought the meeting to order at 9:01 AM CST on 13 November 2010.

Raul welcomed the trustees to the meeting and asked if any trustee had any conflicts of interest with any of the topics on the agenda.  No one indicated any conflicts.

II. Minutes/E-votes Approved

Eric moved to approve the minutes of the 82nd meeting of the ISOC board.  Bob seconded the motion, which passed unanimously.

Resolution 10-33: Approval of the minutes of the 82nd meeting of the Board of Trustees, held September 20, 2010.

RESOLVED that the minutes of the 82nd Board meeting of the Internet Society held September 20, 2010 are approved, except for Philip, who abstained because he was not on the call.

Khaled moved to appoint Fred Baker and Patrick Vande Walle to the 2011 ISOC Election Committee.   Bert seconded the motion, which passed unanimously.

Resolution 10-34: Approval of the 2011 Election Committee.

RESOLVED that Fred Baker and Patrick Vande Walle be appointed as members of the Election Committee chaired by Khaled Koubaa.

Eric moved to ratify the electronic vote on Signatory Power Registration in Geneva.   He reported that electronic vote was properly run and had received a majority of yes votes with no vetoes.  Eva seconded the motion, which passed unanimously.

Resolution 10-35: Ratification of electric vote to approve the motion on Signatory Power Registration in Geneva.

RESOLVED that the Board ratifies the electronic vote for the following motion:

RESOLVED that the ISOC Board of Trustees appoints Lynn St.Amour, President and Chief Executive Officer; Gregory M. Kapfer, Chief Financial Officer; and Jon McNerney, Chief Operating Officer as legally authorized signers with individual signatory power for documents concerning the Geneva branch of the Internet Society, within the parameters set forth in ISOC’s Delegation Policy. The Board of Trustees also recognizes that Daniel Karrenberg is no longer Chairman of the Board, and therefore request that he be removed from the list of officials registered with the Geneva Trade Register. ISOC’s Secretary, Scott Bradner, is authorized to sign a resolution to be filed with the Geneva Trade Register.

III. Audit Committee Report

Eva provided a report from the ISOC Audit Committee on their review of the ISOC 990 Tax Return. She said that the Audit Committee retained Grant Thornton as ISOC’s auditor for next year and, following normal business practices, will seek competitive bids for a new auditor for the following year.

Lynn forwarded a message of welcome to Beijing from Doctor YAN, a former ISOC trustee.

IV. IETF, IAB, IASA & IETF Trust Updates

PURPOSE:* High level review of key developments in the IETF, IAB, IAOC and  IETF Trust.

* Review of the 2010 year end IASA financial forecast.

* 2011 IASA Budget request.

Russ Housley, as IETF Chair, presented the IETF plenary presentation he had made to the IETF meeting held the previous week.

Russ also presented the IAB report that Olaf Kolkman, as IAB Chair, had presented to the IETF, since Olaf could not be at the board meeting.

Bob Hinden, as IAOC Chair, presented a subset of the IAOC report that he had presented to the IETF plenary.

Marshall Eubanks, as IETF Trust Chair, presented the IETF Trust report that he had presented to the IETF plenary.

The meeting took a break from 10:33 AM to 10:45 AM

V. Organization Member Advisory Council Report – AC Co-Chair

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

Drew Dvorshak (ISOC staff), presented a report from the ISOC AC for Nikhil Agarwal. Bob noted that the ISOC AC meeting was scheduled at the same time as some IETF working group sessions and said that it would be good not to have such overlaps.  Lynn said that, with the extended IETF schedule, the only time would be 3:30 to 6:30 on Friday, which makes for a long day for some IETF participants and extends travel plans into the weekend for many.  Drew said that he would check with the AC to see if that was OK.

VI. Featured Internet Society Chapters:

VI(a).  Presentation by the Hong Kong Chapter of the Internet Society

Mr. Ching Chaio presented an overview of the work of the ISOC Hong Kong Chapter for Mr. Charles Mok, Chairman of the Hong Kong Chapter, who could not make it to the board meeting.

VI(b).  Recognition and thanks of Japanese Chapter Founding member.

Raul introduced Mr. Toru Takahashi to the board and said:

“ISOC is proud to recognize the work of Takahashi San in establishing the very first ISOC Chapter in Japan and the very first Chapter in Asia in 1994. It was chartered in August 1994, a landscape where things were very different for the Internet Society.

Many of the Japan Chapter members were “pioneers” supporting the Internet Society in its early days through individual membership contributions. Takahashi San himself is still today a “patron” member of the Internet Society – the very highest level of individual member contribution. Alongside him are many other members of the Chapter who still today support ISOC.

Members of the Japan Chapter, led by Takahashi San, along with other partners, such as IAJ were instrumental in helping the Internet Society hold a very successful INET in Yokohama in 2000.

The Chapter was also closely aligned and worked with IAJ (Internet Association of Japan) who were established in 1993. IAJ are also an Organizational Member of ISOC thanks to Takahashi San.

His contribution to the Internet Society and to the Internet in Japan has been immense: he has served as one of the most major energetic and influential players in the computer networking field in Japan (and Asia Pacific area as well).  He created and was Chair of the Chapter (1994), he was Secretary General and founder of IAJ in 1993, he was President of Tokyo Internet Corporation in 1994, he has also served positions on Board of Trustee at JPNIC, Director of Board at APIA, Chair of Executive Council at APNIC, and has served on the ISOC NomCom in 2003, ISOC Organizational member through IAJ, as Vice-president of Internet Association Japan,

Although the Chapter has been inactive in recent years, Takahashi San still has plenty of passion to help the Internet Society. He has taken steps to re-energize the Chapter and a BOF is being held during Internet week on 24th November, to which all Japan chapter members have been invited.

We applaud the tremendous and invaluable work done by Toru Takahashi in advancing the work of the Internet Society in Japan. Thank You. Domo arigato”

Mr. Toru Takahashi addressed the board and said:

“Thank you for everyone. I am Toru Takahashi delegate from ISOC-JP. ISOC-JP started at 1994 August, when INTEROP Tokyo first held. At that time, we invited Tony Rutokovsky as a keynote speaker.  He was the first ISOC DG.  Late Professor Ishida, he died March last year. Lead by Ishida and Jun Murai, we could have the first ISOC chapter.

In 1991, many members join INET91 Copenhagen meeting from Japan and we knew an announcement by Bob Kahn and Vint Cerf there would be ISOC.

Jun Murai proposed first ISOC meeting and second INET would be in Japan, then we could have INET1992 Kobe.

In 1998 we proposed to have INET2000 Yokohama. It was the biggest and successful INET it contributed ISOC financial situation.

And we held IETF Yokohama in 2002, and also 2009 in Hiroshima.

Now, we are going to reorganize Japan Chapter, with younger generation.  On November 24th, we will have Internet Week, there will be a ISOC BOF inviting Ms Anne Lord.  And we are thinking to have next event hopefully in Japan.  It is INET and ISOC 20th Anniversary. We would like to propose this event. Thank you, again.”

Lynn also recognized the significant contributions of Takahashi San and the Internet Society – Japan Chapter and gave her personal thanks for all the support they have both shown over the years.

VI(c). Welcome to new chapter

Eva moved to welcome the Rwanda Chapter of the Internet Society.

Philip seconded the motion, which was approved by acclamation.

Resolution 10-36: Welcome the Rwanda Chapter of the Internet Society

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

VII. Chapter Development Update and Impact of Strengthening Regional Bureaus on Other Membership Structures

Jon McNerney presented an update of the status of the ISOC chapters.

VIII. Appointing members of the 2011 Nominations Committee

Alejandro moved to appoint John Curran, Vanda Scartezini, Philip Smith, Daniel Karrenberg, Olivier Crepin-Leblond, and Hiroshi Esaki to the 2011 ISOC Nominations Committee.   Khaled seconded the motion, which passed unanimously.

Resolution 10-37: Approval of the 2011 Nominations Committee.

RESOLVED that John Curran, Vanda Scartezini, Philip Smith, Daniel Karrenberg, Olivier Crepin-Leblond, and Hiroshi Esaki be appointed as members of the 2011 Nominations Committee chaired by Alejandro Pisanty.

The meeting broke for lunch from 12:20 PM to 1:17 PM CST

IX. President & CEO Report

PURPOSE: Presentation of the 2010/2011 – 2013 Business Plan and Budget for review and approval (Part 1 of 2)

  • 2010 Accomplishments and Year End Forecast
  • 2011 – 2013 Business Plan and Budget Reviews
  • Will include reviews of 2011 Annual Objectives, Key Initiatives
  • Departments and Revenue Diversification Programs

Lynn presented the President & CEO Report. The Board discussed Lynn’s report and the revenue diversification proposals in it.

Raul noted that the discussions on the budget would continue about 6 pm, when the Board moved back to open session, including presentations on the proposed programs.

The meeting took a break from 4:00 PM to 4:18 PM CST.

The meeting moved to closed session at 4:18 PM CST.

Trustees and Executive Team Only

X. PIR Review

PURPOSE:

  • High level report of key developments in PIR and review of the 2011 PIR Budget and 2012-2013 Forecast
  • PIR Board of Directors Appointments for 2011 Update

Maarten Botterman, PIR Interim CEO, provided an update on PIR’s status and prospects via teleconference.

Lynn reviewed the status of the call for PIR directors.  She said that the plan was for the board to make selections by next March.

XI. Review W3C Status

PURPOSE: Review progress against expectations per Board Resolution 2009-33, in order to determine level of future support.

The Board discussed the W3C’s progress against the ISOC expectations expressed in Board Resolution 2009-33 in preparation for meeting tomorrow with W3C CEO Dr. Jeffrey Jaffe.

The meeting took a break from 5:41 to 5:49 PM CST.

The meeting resumed in open session at 5:49 PM CST.

XII. Continuation of the President & CEO Report

ISOC staff reviewed, and the Board discussed, the revenue diversification proposals that were in Lynn’s business plan. Leslie Daigle provided a description of the ISOC staff DO Hub proposal.

Raul noted that he had asked to have a discussion on network neutrality on the board agenda.  He said that he would like the board to think about adopting a new sense of the board as proposed by the staff, either tomorrow or on the mailing list.  Lynn asked that the board also consider the proposal for a deliberative poll on network neutrality.

The meeting adjourned for the day at 6:45 PM CST.

The meeting resumed in closed session at 8:09 AM CST Sunday November 14.

Trustees & Secretary Only

XIII. CEO Contract

The board discussed the status of the CEO’s contract.

ISOC Executive Team and Dr. Jeffrey Jaffe joined the meeting at 9:08 AM

XIV. Presentation by Dr. Jeffrey Jaffe, W3C CEO

PURPOSE: Review progress against expectations per Board Resolution 2009-33, in order to determine level of future support.

The board discussed the status of W3C with Dr. Jeffrey Jaffe.

Dr. Jeffrey left the meeting at 9:48 AM.

The board discussed a resolution to provide a second contribution to W3C.

Dr. Jeffrey returned to the room at 10:00 AM CST

The meeting resumed in open session at 10:09 AM CST.

Bert moved that ISOC provide a second donation to the W3C .  Philip seconded the motion, which passed unanimously.

Resolution 10-38: 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; WHEREAS ISOC’s Board of Trustees at the 76th meeting of the Board of Trustees of the Internet Society resolved to provide financial assistance to W3C in its pursuit of an independent entity or lightweight headquarters operation; WHEREAS ISOC wishes to confirm its support of this organizational evolution for the second year of a three-year period based upon W3C’s report of progress towards such establishment; Be It Resolved, that the ISOC Board of Trustees directs its President and CEO to release an amount of $1 million to W3C and 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 #83 on November 13-14, 2010.

Be it Further Resolved that the final contribution is dependent on significant progress toward self-sustainability.

XV – Adopt elections schedule

Khaled moved to adopt an elections schedule for 2011.  Philip seconded the motion, which passed unanimously, except for Narelle, who abstained.

Resolution 10-39:  Adopting an elections schedule RESOLVED that the following elections schedule for 2011 is adopted.

  • Call for Nominations – November 17, 2010
  • Preliminary Slate Announced – March 11, 2011
  • Petition Period – March 11-April 11, 2011
  • Final Slate Announced – April 18, 2011
  • Election Date – May 27, 2011
  • Results of Election Announced – June 29, 2011
  • ISOC AGM – July 30, 2011

XVI. Investment Summary – ISOC’s Strategic Cash Reserves – G. Kapfer

PURPOSE: Review of ISOC’s portfolio under the Investment Policy adopted in May 2009, including a review of investment performance and current market conditions.

Greg Kapfer (CFO) reviewed the status of the investment portfolio.

The board discussed the CFO’s report.

XVII. 2011 – 2013 Business Plan and Budget Reviews (Continued)

The board resumed its discussions on the proposed business plan and budget.

After the discussion, Raul concluded that there were not consensus at this point on a business plan and budget. He said that he will call for a teleconference meeting in December to finalize the business plan and budget.  He asked the CEO to submit a revised proposal in advance of that meeting.

XVIII. AOB

The board discussed the staff proposal for a deliberative poll on network neutrality but did not reach consensus on it.

Bob moved to adjourn, Philip seconded the motion.  There being no objection, the meeting was adjourned at 12:33 PM CST.

Summary of Resolutions

Resolution 10-33: Approval of the minutes of the 82nd meeting of the Board of Trustees, held September 20, 2010.

RESOLVED that the minutes of the 82nd Board meeting of the Internet Society held September 20, 2010 are approved, except for Philip, who abstained because he was not on the call.

Resolution 10-34: Approval of the 2011 Election Committee.

RESOLVED that Fred Baker and Patrick Vande Walle be appointed as members of the Election Committee chaired by Khaled Koubaa.

Resolution 10-35: Ratification of electric vote to approve the motion on Signatory Power Registration in Geneva.

RESOLVED that the Board ratifies the electronic vote for the following motion:

RESOLVED that the ISOC Board of Trustees appoints Lynn St.Amour, President and Chief Executive Officer; Gregory M. Kapfer, Chief Financial Officer; and Jon McNerney, Chief Operating Officer as legally authorized signers with individual signatory power for documents concerning the Geneva branch of the Internet Society, within the parameters set forth in ISOC’s Delegation Policy. The Board of Trustees also recognizes that Daniel Karrenberg is no longer Chairman of the Board, and therefore request that he be removed from the list of officials registered with the Geneva Trade Register. ISOC’s Secretary, Scott Bradner, is authorized to sign a resolution to be filed with the Geneva Trade Register.

Resolution 10-36: Welcome the Rwanda Chapter of the Internet Society

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

Resolution 10-37: Approval of the 2011 Nominations Committee.

RESOLVED that John Curran, Vanda Scartezini, Philip Smith, Daniel Karrenberg, Olivier Crepin-Leblond, and Hiroshi Esaki be appointed as members of the 2011 Nominations Committee chaired by Alejandro Pisanty.

Resolution 10-38: 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; WHEREAS ISOC’s Board of Trustees at the 76th meeting of the Board of Trustees of the Internet Society resolved to provide financial assistance to W3C in its pursuit of an independent entity or lightweight headquarters operation; WHEREAS ISOC wishes to confirm its support of this organizational evolution for the second year of a three-year period based upon W3C’s report of progress towards such establishment; Be It Resolved, that the ISOC Board of Trustees directs its President and CEO to release an amount of $1 million to W3C and 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 #83 on November 13-14, 2010.

Be it Further Resolved that the final contribution is dependent on significant progress toward self-sustainability.

Resolution 10-39:  Adopting an elections schedule

RESOLVED that the following elections schedule for 2011 is adopted.

  • Call for Nominations – November 17, 2010
  • Preliminary Slate Announced – March 11, 2011
  • Petition Period – March 11-April 11, 2011
  • Final Slate Announced – April 18, 2011
  • Election Date – May 27, 2011
  • Results of Election Announced – June 29, 2011
  • ISOC AGM – July 30, 2011
Summary of Resolutions

Resolution 2010-33: Approval of the minutes of the 82nd meeting of the Board of Trustees, held September 20, 2010.

RESOLVED that the minutes of the 82nd Board meeting of the Internet Society held September 20, 2010 are approved, except for Philip, who abstained because he was not on the call.

Resolution 2010-34: Approval of the 2011 Election Committee.

RESOLVED that Fred Baker and Patrick Vande Walle be appointed as members of the Election Committee chaired by Khaled Koubaa.

Resolution 2010-36: Welcome the Rwanda Chapter of the Internet Society

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

Resolution 2010-37: Approval of the 2011 Nominations Committee.

RESOLVED that John Curran, Vanda Scartezini, Philip Smith, Daniel Karrenberg, Olivier Crepin-Leblond, and Hiroshi Esaki be appointed as members of the 2011 Nominations Committee chaired by Alejandro Pisanty.

Resolution 2010-38: 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; WHEREAS ISOC’s Board of Trustees at the 76th meeting of the Board of Trustees of the Internet Society resolved to provide financial assistance to W3C in its pursuit of an independent entity or lightweight headquarters operation; WHEREAS ISOC wishes to confirm its support of this organizational evolution for the second year of a three-year period based upon W3C’s report of progress towards such establishment; Be It Resolved, that the ISOC Board of Trustees directs its President and CEO to release an amount of $1 million to W3C and 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 #83 on November 13-14, 2010.

Be it Further Resolved that the final contribution is dependent on significant progress toward self-sustainability.

Resolution 2010-35: Ratification of electric vote to approve the motion on Signatory Power Registration in Geneva.

RESOLVED that the Board ratifies the electronic vote for the following motion:

RESOLVED that the ISOC Board of Trustees appoints Lynn St.Amour, President and Chief Executive Officer; Gregory M. Kapfer, Chief Financial Officer; and Jon McNerney, Chief Operating Officer as legally authorized signers with individual signatory power for documents concerning the Geneva branch of the Internet Society, within the parameters set forth in ISOC’s Delegation Policy. The Board of Trustees also recognizes that Daniel Karrenberg is no longer Chairman of the Board, and therefore request that he be removed from the list of officials registered with the Geneva Trade Register. ISOC’s Secretary, Scott Bradner, is authorized to sign a resolution to be filed with the Geneva Trade Register.

Resolution 2010-39: Adopting an elections schedule

RESOLVED that the following elections schedule for 2011 is adopted.

  • Call for Nominations – November 17, 2010
  • Preliminary Slate Announced – March 11, 2011
  • Petition Period – March 11-April 11, 2011
  • Final Slate Announced – April 18, 2011
  • Election Date – May 27, 2011
  • Results of Election Announced – June 29, 2011
  • ISOC AGM – July 30, 2011