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Board of Trustees Meeting Minutes

No. 87 (July 30, 2011) AGM
Board Meeting Minutes

Minutes of Board Meeting No. 87

Title: Regular meeting of the Board of Trustees of the Internet Society.

Author: S. Bradner
Date: 2011-07-30
Committee: BOT
Document: 11-87
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

INTERNET SOCIETY
87th Meeting of the Board of Trustees of the Internet Society, July 30, 2011.

The ISOC Board of Trustees met from 1:31 PM to xx PM EDT on July 30 in Quebec City, Quebec, Canada

The following members of the Board of Trustees were present:

  • Eric Burger
  • Narelle Clark
  • Raul Echeberria
  • Eva Frolich
  • Bob Hinden
  • Daniel Karrenberg (via teleconference)
  • KhaledKoubaa
  • Alejandro Pisanty (via teleconference)
  • Philip Smith
  • Lynn St.Amour
  • Bert Wijnen
  • Jonathan Zittrain

Also present were:

  • Scott Bradner (Secretary)
  • Alain Aina (incoming trustee)
  • Theresa Swinehart (incoming trustee)
  • Jason Livingood
  • ISOC staff
  • Observers

Minutes taken by Scott Bradner.

I. Apologies, Minutes/E-votes Approved.

Raulcalled the meeting together at 1:31 PM.  He asked if any one had any conflict of interest with any of the topics on the agenda.  No one said that they had a conflict.

I. (A). Approval of minutes.

Bertmoved to approve the minutes of the 86th board meeting. Philip seconded the motion, which was which passed unanimously.

Resolution 11-12: Approval of the Minutes of the 86th Board Meeting RESOLVED, that the minutes of the 86th meeting of the Internet Society held by teleconference, 9 May 2011, are approved.

I. (B). Ratify e-vote for appointment to PIR board.

Eric moved to ratify the e-vote to appoint Art Reilly to the PIR Board. Bob seconded the motion, which was which passed unanimously.

Resolution 11-13: Ratify E-vote to appoint a PIR Board member.

RESOLVED that the E-vote to appoint Art Reilly 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 is ratified.

I. (C). Ratify E-vote to appoint a Trustee to fill Larry Lessig’s term.

Danielmoved to ratify the e-vote to appoint Jason Livingood to fill the remainder of Larry Lessig’s term.  Eric seconded the motion, which was which passed unanimously.

Resolution 11-14: Ratify E-vote to appoint a Trustee to fill Larry Lessig’s term.

RESOLVED that the E-vote to appoint Jason Livingood to the ISOC Board of Trustees fill the remainder of Larry Lessig’s term is ratified with the appointment effective at the start of the 88th Board meeting.

The Board noted that the appointment was discussed with the Advisory Council and that Mr. Livingood was the runner up in the last organizational member election.

I. (D). Recognition of New Chapters.

Khaled moved to welcome new and rejuvenated ISOC chapters.  Bob seconded the motion, which was which passed by acclamation.

Resolution 11-15: ISOC Board of Trustees Welcomes New Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes new chapters that were chartered and approved since the last Board meeting:

Singapore Chapter of the Internet Society

The rejuvenated Cameroun Chapter of the Internet Society

The rejuvenated Brazil Chapter of the Internet Society

The rejuvenated Bangladesh Dhaka Chapter of the Internet Society

II. Audit Committee Report.

PURPOSE: Receive the report of the Audit Committee and accept the 2010 Independent Auditors Report; Report on Conflict of Interest Disclosure Forms submitted by Trustees, officers and senior staff members.

Eva reviewed the report of the ISOC Audit Committee. Eva moved to accept the independent auditors report. Jonathan seconded the motion, which was which passed unanimously.

Resolution 11-16: Accept the 2010 Independent Auditors Report.

RESOLVED, that the 2010 Independent Auditors Report is accepted.

III. Election Committee Report.

PURPOSE: Accept the report of the Election Committee on the 2010

2011 Election

Khaled reviewed the report of the ISOC Election Committee.

Alejandro thanked everyone involved in the election process.  He also welcomed Alain Aina and urged him to be involved in the chapter discussions on the board.

Khaled moved to accept the Election Committee report. Alejandro seconded the motion, which was which passed unanimously.

Resolution 11-17: Accept the 2010 – 2011 Election Committee Report

RESOLVED, that the Report of the 2010- 2011 Elections Committee is accepted.

IV.ISOC By-Laws.

Current By-Laws of ISOC

Summary of Amendments

Amended/Restated By-Laws

PURPOSE: To adopt the Amended and Restated By-Laws as presented to the Board by an ad hoc committee assigned to propose changes.

Scott introduced and the board discussed the proposed by-laws updates. Alejandro said the proposed changes were needed and reasonable. He also urged that the board commit to a deliberate consultative process for the second phase of the changes. Greg summarized the changes to the proposed by laws resulting from the discussion on the Trustee mailing list.  The board discussed some specific issues.

Daniel moved to remove this topic from the agenda at this time and to remand the discussion to the ad-hoc committee. Narelle seconded the motion.  The board discussed the motion. Daniel called the question, there being no objection the board voted on the motion. The motion failed with 3 votes in favor, 7 against and one abstention.

Eric moved to adopt the revised and amended By-Laws. Khaled seconded the motion.

The board discussed a number of issues relating to the proposed revised by-laws and suggested a number of specific changes.  Greg recorded the changes and read then to verify that the changes were accurately captured.  The changes included clarifying Article II Section 3 to state that a replacement of a Trustee is to replace a Trustee from the constituency of the vacating Trustee, and that any IAB Appointment may be made under their process, modifying Article II Section 6 to give the person calling a meeting (or the Chair of the Board) the ability to establish the place of the Special Meeting, removing proposed additions to Article VI Sections 2 and 3 about assigning voting rights thus restoring these sections to the current text, changing “DC” to “District of Columbia, U.S.A.” in a number of places, and fixing punctuation in a number of places.

Christopher Wilkinson provided a presentation to the board expressing some concerns with the revision process.

A role call vote was then held on the motion to adopt the revised and amended By-Laws.  The motion did not pass with Eric, Raul, Eva, Bob, Khaled, Philip, Bert and Jonathan in Favor, Narelle opposed and Daniel and Alejandro abstaining. Alejandro said he abstained because he thought that the changes related to how to replace Trustees go beyond the specific, DC-law-related needs; are not converged; and do beg some of the questions raised by Christopher Wilkinson.

V. Recognition of Outgoing Trustees and former PIR Board of Directors.

V. (A). Thank the outgoing trustees.

Bert moved to thank the outgoing trustees. Khaled seconded the motion, which was which passed by acclamation.

Resolution 11-18: Recognition of outgoing Trustees

RESOLVED, that the board thanks outgoing Board members Daniel Karrenberg and Alejandro Pisanty for their dedication and outstanding service to the Internet Society.

Both Alejandro and Daniel both said they were pleased by having served on the board.

Alejandro said ” Four years ago when I started my first (one-year) term as an ISOC Trustee I had two specific programs in mind: contribute to improve the relationship with chapters, and contribute to keep the relationship of ICANN and ISOC clear and based on open communications. I believe I have put in significant efforts for both purposes and will have to leave to others – chapter leaders, Trustees, ISOC staff, and people in ICANN and around us – to judge whether I did contribute to improvements, made things worse, or didn’t even make a dent.

As my second term as Trustee comes to its programmed end, I am doing some reckoning of what I achieved and where I failed. I hope to have made a positive contribution to ISOC’s internal working by intensifying communications between chapters, staff and Board; calling both for support for chapters and for chapters’ co responsibility and participation in the organization’s efforts, educating new chapter leaders in ISOC’s history and philosophy, and contributing to promote projects like the Community Grants and the Fellowships Programs. Locally in Mexico, but intertwined with the global action of ISOC, I think we have left a positive mark in the Internet Necesario campaign against new taxes on Internet access, as well as against a 3-strikes-and-out law and particularly our work around ACTA, which have altogether produced enlightenment about the Internet and its core values, opened up a broad debate, and positioned ISOC as a source of knowledge, informed opinion, and principled and rational debate.

Looking outwards, I hope to have served ISOC and the Internet community in the Internet Governance Forum’s Multistakeholder Advisory Group and in the Forum itself. Equally, propagating information and promoting reflection and debate about the Internet’s core values and principles, among other things through workshops in the IGF and a panel in the W3C conference, plus blogs, microblogs, speeches, public discussions in Mexico and abroad, and ISOC Mexico’s annual meetings.

Many years ago – in the age of Gopher – it dawned on me that we as users were getting so much from the Internet, through the generous sharing made by others, that we had to join the sharing and provide as much content as we could. It was literally a “think not of what the Internet can give you but what you can give to the Internet” epiphany.

This period as an ISOC Trustee has been a privileged opportunity to serve that goal. It has been an intense and gratifying learning experience, an opportunity to stand on the shoulders of giants and to network with ISOC chapter leaders and members as well as many others. I hope to have made some learning and apply it in further endeavors. My heart and mind remain with ISOC which I’ll continue to try to serve.

Thanks to all – Trustees, CEO, staff, chapter delegates, members, friends- who have made it possible, and enjoyable as well.”

V. (B).  Thank former PIR Directors.

Eva moved to thank the former PIR Directors. Philip seconded the motion, which was which passed by acclamation.

Resolution 11-19: Recognition of former PIR Board of Directors

RESOLVED, that the board extends its gratitude to former PIR Board of Directors Barbara Fraser and Glenn Ricart for their important service to the PIR Board. Barbara Fraser served on the PIR board from 1 January 2005 to December, 2007 and 1 January 2008 to June 2011, and Glenn Ricart from 1 January 2007 to June 2010 and from June 2010 to June 2011.

Eric moved to adjourn.  Bert seconded the motion.  There being no objection, the meeting was adjourned at 2:56 PM.

Summary of Resolutions

Resolution 11-12: Approval of the Minutes of the 86th Board Meeting RESOLVED, that the minutes of the 86th meeting of the Internet Society held by teleconference, 9 May 2011, are approved.

Resolution 11-13: Ratify E-vote to appoint a PIR Board member.

RESOLVED that the E-vote to appoint Art Reilly 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 is ratified.

Resolution 11-14: Ratify E-vote to appoint a Trustee to fill Larry Lessig’s term.

RESOLVED that the E-vote to appoint Jason Livingood to the ISOC Board of Trustees fill the remainder of Larry Lessig’s term is ratified with the appointment effective at the start of the 88th Board meeting.

Resolution 11-15: ISOC Board of Trustees Welcomes New Chapters

RESOLVED, that the ISOC Board of Trustees warmly welcomes new chapters that were chartered and approved since the last Board meeting:

Singapore Chapter of the Internet Society

The rejuvenated Cameroun Chapter of the Internet Society

The rejuvenated Brazil Chapter of the Internet Society

The rejuvenated Bangladesh Dhaka Chapter of the Internet Society

Resolution 11-16: Accept the 2010 Independent Auditors Report.

RESOLVED, that the 2010 Independent Auditors Report is accepted.

Resolution 11-17: Accept the 2010 – 2011 Election Committee Report

RESOLVED, that the Report of the 2010- 2011 Elections Committee is accepted.

Resolution 11-18: Recognition of outgoing Trustees

RESOLVED, that the board thanks outgoing Board members Daniel Karrenberg and Alejandro Pisanty for their dedication and outstanding service to the Internet Society.

Resolution 11-19: Recognition of former PIR Board of Directors

RESOLVED, that the board extends its gratitude to former PIR Board of Directors Barbara Fraser and Glenn Ricart for their important service to the PIR Board. Barbara Fraser served on the PIR board from 1 January 2005 to December, 2007 and 1 January 2008 to June 2011, and Glenn Ricart from 1 January 2007 to June 2010 and from June 2010 to June 2011.