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Board of Trustees Meeting Minutes

No. 85 (April 2-3, 2011)
Board Meeting Minutes

Minutes of Board Meeting No. 85

02 – 03 Apr 2011, Prague, Czech Republic

Author: S. Bradner
Date: 2011-04-03
Committee: BOT
Document: 11-85
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

INTERNET SOCIETY
85th Meeting of the Board of Trustees of the Internet Society, April 2-3, 2011.

The ISOC Board of Trustees met from 9:02 AM to 6:14 PM CET on 2 April 2011 and from 9:02 AM to 11:57 AM CET on 3 April 2011 in Prague, Czech Republic The following members of the Board of Trustees were present:

  • Eric Burger
  • Narelle Clark
  • Raul Echeberria
  • Eva Frolich
  • Daniel Karrenberg
  • Bob Hinden
  • Khaled Koubaa
  • Alejandro Pisanty
  • Philip Smith
  • Lynn St.Amour
  • Bert Wijnen
  • Jonathan Zittrain

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 9:02 AM CET on 2 April 2011.

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. Philip and Raul indicated that they might have a conflict with part of the PIR discussion.

II. Minutes/E-votes Approved

II (A)   Eric moved to approve the minutes of the 83rd meeting of the ISOC board. Alejandro seconded the motion, which passed unanimously except for Daniel who abstained.
Resolution 11-01: Approval of the minutes of the 83rd meeting of the Board of Trustees, held November 13-14, 2010.

RESOLVED that the minutes of the 83rd Board meeting of the Internet Society held November 13-14, 2010 are approved.

II (B) Eric moved to confirm the electronic vote to approve the 2011 IAB slate. Khaled seconded the motion, which passed unanimously.
Resolution 11-02: Confirmation of Electronic Vote

RESOLVED, that the electronic vote to approve the 2011 IAB slate consisting of the following individuals is approved: Alissa Cooper, Joel Halpern, David Kessens, Danny McPherson, Jon Peterson, and Dave Thaler.

Daniel moved to thank the IETF NomCom, and its Chair, Thomas Walsh.  Bob seconded the motion, which passed unanimously.
Resolution 11-03: Thanking the IETF Nominations Committee

RESOLVED, that the ISOC Board thanks the IETF NomCom and its Chair, Thomas Walsh, for their time and hard work.

II (C)   Alejandro moved to approve the minutes of the 84th meeting of the ISOC board. Narelle seconded the motion, which passed unanimously.
Resolution 11-04: Approval of the minutes of the 84th meeting of the Board of Trustees, held December 13, 2010.

RESOLVED, that the minutes of the 84th Board meeting of the Internet Society held December 13, 2010 are approved.

II. (D) – Recognition of New Chapters

Khaled moved to welcome the new ISOC chapters. Narelle seconded the motion, which passed by acclamation.
Resolution 11-05: ISOC Board of Trustees Welcomes New Chapters

RESOLVED, that the ISOC Board of Trustees warmly welcomes the ISOC Chapter of Portugal; ISOC Chapter of Somalia; and ISOC Chapter of Bolivia which were chartered and approved since the last Board meeting.

 III. IETF related updates

Chairs’ Reports:  IAB; IETF; IAOC; and Trust.

Russ Housley reviewed, and the board discussed, the attendee distribution for the IETF meeting that just concluded and the IETF report that Russ had provided. Raul congratulated Russ on his reelection as IETF Chair and Bernard Aboba on his selection as IAB Chair.  Raul also thanked Olaf Kolkman for his past work as IAB Chair.

Bob Hinden then reviewed, and the board discussed the IAOC report he provided to the ISOC Board.

Russ reviewed, and the board discussed the state of the MPLS-TP issue between the IETF and ITU-T.

Russ then discussed DANE.  He described that DANE is a way to put SSL certificates into DNS servers which would reduce the need for the PKI Certificate Authorities.  Russ said that he expects that the technology will go to working group last call before the next IETF meeting.

Finally Russ discussed the Resource PKI (RPKI) efforts to secure the internet routing tables.  He noted that the IP address registries had asked IANA to be the certificate authority for the RPKI systems, that the basic technology was almost done in the IETF and that the sidr working group was now starting work on protecting routing paths (where RPKI was initially aimed at protecting route origins).

IV – Advisory Council Update – D. Miloshevic

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

Desiree Miloshevic then presented the report of the ISOC Advisory Council.  Keith Davidson (via teleconference) confirmed the report.

IV – ISOC Nominations Committee Update

PURPOSE: Formal Report of ISOC’s Board of Trustee Nominations Committee

Alejandro presented the report of the ISOC Nominations Committee.

Eva moved to accept the report of the Nominations Committee. Khaled seconded the motion, which passed unanimously.
Resolution 11-06: Accept the Nominations Committee Report

RESOLVED, that the Report of the 2011 Nominations Committee is accepted

The meeting took a break from 11:05 AM to

V – Signatory Power Registration in Geneva – G. Kapfer

PURPOSE: Approval of Changes to Signatory Power with the Geneva Trade Register (Registre du Commerce)

The board discussed the registration of individuals with the Geneva Trade Register.

Daniel moved to authorize the Secretary to remove Daniel Karrenberg from the list of legally authorized ISOC signers with the Registre du Commerce.  Eva seconded the motion, which passed unanimously except for Khaled, who abstained.
Resolution 11-07: Authority of Secretary to report to Geneva Trade Register

RESOLVED, that the ISOC Board of Trustees authorizes the Secretary to request that Daniel Karrenberg be removed the list of officials registered with the Geneva Trade Register.

Jonathan moved to empower the Secretary to remove persons listed in the Geneva Trade Register who have left the organization.  Bob seconded the motion.  The motion passed with 8 in favor, Daniel and Bert opposed with Eva and Raul abstaining.

Resolution 11-08: Authority of Secretary to request removal of individuals from Geneva Trade Register

RESOLVED, that the Secretary is authorized to request removal of any person form the Geneva Trade Register upon his or her separation from the Internet Society or its Board of Trustees, or by request of the individual.

VI – Internet Organizations meeting in Miami

PURPOSE: Update on discussion and activity

Lynn reported on the Miami meeting of representatives of the IANA, ICANN, ISOC, IETF, IAB and the RIRs.  Raul said that he felt the meeting was very useful and that such meeting should be held periodically.

The meeting broke for lunch from 12:05 to 1:02 PM

VII – President & CEO’s Report – L. St.Amour

PURPOSE: Review key Strategic and Operating Areas across ISOC

(A) – 2010 Review and Preliminary Year End Financial Statements

Greg Kapfer reviewed the preliminary year-end 2010 financial statements.

Lynn then reviewed the state of the revenue diversification efforts including announcing two new Platinum Members.  She then reviewed the 2011 Strategic Programs and the gap analysis resulting from the recent Board workshop.

The board then discussed these reports and the format of board meetings.

The meeting took a break from 4:00 to 4:17 PM

The meeting resumed in closed session with only trustees, senior staff and invited guests present.

VIII – PIR Year End Review

PURPOSE:  Review of the 2010 Preliminary Year End Financial Statements and High level Update of 2011 Strategic Programs

Maarten Botterman, Chair of the PIR Board of Directors, introduced Brian Cute, the new PIR CEO, who provided an update on the status and activities of PIR.

The discussion then turned to new opportunities for PIR. Raul, Philip and Khaled left the meeting during this discussion.

X – Board Strategic Alignment Workshop

PURPOSE Outcomes and reflections of the Board Strategic Alignment Workshop

Lynn reviewed, and the board discussed, her report on the analysis of the results of the Board Workshop.

The meeting broke for the day at 6:14 PM.

The meeting resumed in closed session at 9:02 AM on Sunday, April 3 with only trustees, senior staff and invited guests present.

XI – W3C Update

PURPOSE: Review Status per ISOC Board Resolution 09-33

Lynn reported on the W3C report and on her discussions with W3C.

The board discussed Lynn’s report.

The meeting moved to open session at 9:11 AM.

XII – IANA NOI – B. Graham/M. Kummer

PURPOSE: Update on discussion and activity

Markus Kummer reviewed ISOC response to the IANA Notice of Inquiry (NOI) for the board. He noted that ISOC had consulted widely with its members and chapters and with other I* organizations in developing the NOI response. The board discussed Markus’s report.

XIII – Conflict of Interest Policy Discussion

PURPOSE: To discuss the potential features of a revised Conflict of Interest Policy for ISOC with the goal of adoption of such revised policy at a future Board meeting

Greg Kapfer reviewed, and the board discussed, a proposal for a revised Conflict of Interest and asked the board for their comments with the aim of producing a final proposal in time for the May Board teleconference.

XIV – ISOC By-laws Review Discussion – G. Kapfer

PURPOSE: To discuss a legal review and potential updates to ISOC-s By Laws with the goal of adoption of any revisions at a future Board meeting

Greg Kapfer reviewed, and the board discussed, possible updates to the ISOC by laws. Khaled, Eric and Scott volunteered to work with Greg on proposed revisions.  Raul asked what timeline Greg had in mind.  Greg said that he expected to bring a draft set of revisions to the July board meeting for discussion.

XV – AOB

A – Compensation Committee – Raul asked Greg to provide a proposal for a compensation committee in time for the next board meeting.

B – Nortel and Microsoft address sale issue – Lynn and the board discussed a conversation with ARIN about the Nortel and Microsoft bankruptcy address sale.

C – May Board Meeting. Raul reported that he has a conflict with the date of the May board meeting. He proposed doing a poll to see if the board could be held on the Monday before or after.

D – Resignation of Larry Lessig – Raul informed the board that he had received a letter of resignation from Larry Lessig.
Narelle moved to thank Larry Lessig for his service on the board.  Bob seconded the motion, which passed by acclamation.

Resolution 11-09: Thank Larry Lessig for his service on the ISOC board

RESOLVED, that the board thanks Larry Lessig for this service on the ISOC board.

Raul noted that the by laws provided the board with the power to appoint a board member if the board wanted to do so.  The board discussed its options but did not reach a conclusion and decided to revisit the question during the next board meeting.

E – Chapter Representation

The board discussed possible by-laws changes concerning chapters without reaching any conclusions.

F – Appointment of Directors for the PIR Board

Eric moved to appoint Raimundo Beca to the PIR Board.  Eva seconded the motion, which passed unanimously, except for Khaled, who abstained.

Resolution 11-10: Appointment of Directors for the PIR Board

RESOLVED, that the ISOC Board appoints Raimundo Beca to the PIR Board of Directors for the period from the start of the PIR 2011 mid year meeting to the start of the PIR 2014 mid year meeting.

Daniel moved to adjourn, Narelle seconded the motion, there being no objection the meeting was adjourned at 11:57 AM.

Board Only Session (CLOSED)

Summary of Resolutions

Resolution 11-01: Approval of the minutes of the 83rd meeting of the Board of Trustees, held November 13-14, 2010.

RESOLVED that the minutes of the 83rd Board meeting of the Internet Society held November 13-14, 2010 are approved.

Resolution 11-02: Confirmation of Electronic Vote

RESOLVED, that the electronic vote to approve the 2011 IAB slate consisting of the following individuals is approved: Alissa Cooper, Joel Halpern, David Kessens, Danny McPherson, Jon Peterson , and Dave Thaler.

Resolution 11-03: Thanking the IETF Nominations Committee

RESOLVED, that the ISOC Board thanks the IETF NomCom and its Chair, Thomas Walsh, for their time and hard work.

Resolution 11-04: Approval of the minutes of the 84th meeting of the Board of Trustees, held December 13, 2010.

RESOLVED that the minutes of the 84th Board meeting of the Internet Society held December 13, 2010 are approved.

Resolution 11-05: ISOC Board of Trustees Welcomes New Chapters

RESOLVED, that the ISOC Board of Trustees warmly welcomes the ISOC Chapter of Portugal; ISOC Chapter of Somalia; and ISOC Chapter of Bolivia which were chartered and approved since the last Board meeting.

Resolution 11-06: Accept the Nominations Committee Report

RESOLVED that the Report of the 2011 Nominations Committee is accepted

Resolution 11-07: Authority of Secretary to report to Geneva Trade Register RESOLVED, that the ISOC Board of Trustees authorizes the Secretary to request that Daniel Karrenberg be removed the list of officials registered with the Geneva Trade Register.

Resolution 11-08: Authority of Secretary to request removal of individuals from Geneva Trade Register

RESOLVED, that the Secretary is authorized to request removal of any person form the Geneva Trade Register upon his or her separation from the Internet Society or its Board of Trustees, or by request of the individual.

Resolution 11-09: Thank Larry Lessig for his service on the ISOC board

RESOLVED, that the board thanks Larry Lessig for this service on the ISOC board.

Resolution 11-10: Appointment of Directors for the PIR Board

RESOLVED, that the ISOC Board appoints Raimundo Beca to the PIR Board of Directors for the period from the start of the PIR 2011 mid year meeting to the start of the PIR 2014 mid year meeting.