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Board of Trustees Meeting Minutes

No. 92 (March 09-11, 2012)
Board Meeting Minutes

Minutes of Board Meeting No. 92

Author: S. Bradner
Date: 2012-03-10
Committee: BOT
Document: 12-92
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

INTERNET SOCIETY
92nd Meeting of the Board of Trustees of the Internet Society, March 10 and 11, 2012.

The ISOC Board of Trustees met from 10:21 AM to 6:40 PM MST on March 10 and from 9:00 AM to 3:45 PM MST on March 11, 2012 in San Jose, Costa Rica.

The following members of the Board of Trustees were present:

  • Alain Aina
  • Eric Burger
  • Narelle Clark
  • Raul Echeberria
  • Eva Frolich
  • Bob Hinden
  • Khaled Koubaa
  • Jason Livingood
  • Philip Smith
  • Lynn St.Amour
  • Theresa Swinehart
  • Bert Wijnen
  • Jonathan Zittrain

Also present were:

  • Scott Bradner (Secretary – via telephone)
  • ISOC staff
  • PIR board & staff (for part of the meeting)
  • Observers

Minutes taken by Scott Bradner.

Raul called the meeting to order in closed session at 10:21 AM MST.

I. PIR Review

PURPOSE: 

Review of the 2011 Performance and Preliminary Financial Statements

High level Update of 2012 Strategic Programs – include initiative for industry best practices (takedowns)

NGO updates

Afilias contract extension

Maarten Botterman and Brian Cute provided, and the board discussed, a PIR update.

The meeting broke for lunch at 12:40 PM.

The meeting resumed in closed session at 1:30 PM.

II. Other confidential issues

The board discussed the relationship and the possibilities for corporation between the ISOC and ICANN.

Khaled left the room for the following discussion.

The board discussed issues relating to the deliberations of the Nominations Committee.

The meeting took a break starting at 2:10 PM

The meeting resumed in open session at 2:30 PM

Raul asked if anyone had any conflicts of interest with any of the agenda topics.  No one said they had any conflicts.  Raul then asked if anyone wanted to modify the agenda.  No one did.

III. Apologies, Minutes/E-Votes Approved 

a) Approve board meeting minutes

Bert moved to approve the minutes of the October 22-23, 2011 meeting of the board.  Eric seconded the motion, which passed unanimously.

Resolution 12-06: Approval of the minutes of the 91st meeting of the Board of Trustees, held via teleconference 16 January 2012.

RESOLVED that the minutes of the 91st meeting of the Board of Trustees, held via teleconference 16 January 2012 are approved

b) Ratification of e-votes

Jason moved to ratify the e-vote to appoint a member of the IAOC.  Alain seconded the motion, which passed unanimously.

Resolution 12-07: Ratification of the e-vote to appoint a member of the IAOC.

RESOLVED that the e-vote to appoint Scott Bradner as an IAOC member for a two-year term per BCP 101 is ratified. The term will start March 28 2012.

Eric moved to ratify the e-vote to approve the 2012 IAB slate.  Bob seconded the motion, which passed unanimously.

Resolution 12 08: Ratification of the e-vote to approve the 2012 IAB slate

RESOLVED, that the electronic vote to approve the 2012 IAB slate consisting of the following individuals is approved:

  • Bernard Aboba
  • Jari Arkko
  • Marc Blanchet
  • Ross Callon
  • Spencer Dawkins
  • Hannes Tschofenig

The ISOC Board thanks the IETF NomCom and its Chair, Suresh Krishnan, for their time and hard work.
IV. IETF, IAB & IETF Trust Updates  

PURPOSE: Review Strategic Developments

Bob Hinden presented, and the board discussed, a report on the status of the IETF. Report

Bernard Aboba presented, and the board discussed, a report on the activities of the IAB. IAB Report Appended

Marshall Eubanks presented, and the board discussed, a report on the activities of the IETF Trust. Trust Report Appended

V. IASA Update 

Bob Hinden presented, and the board discussed, an IASA Update.

PURPOSE: 

a) Review of the 2011 Preliminary Year End Financial Statements

b) Update on key 2011 accomplishments and key 2012 developments

VI. Advisory Council Update – AC Co-chairs 

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

Desiree Miloshevic provided an update on the ISOC Advisory Council. Report

The meeting took a break from 3:42 PM to 3:57 PM

VII. ISOC Nominations Committee Update 

PURPOSE:

Report of ISOC’s Board of Trustee Nominations Committee

Narelle reported on the status of the ISOC 2012 Nominations Committee. She reported that the set of nominees was from quite diverse. She noted that the current process by which a nominee could be proposed for both org and chapter slates.  She suggested eliminating the option of both in the future.  She expressed her thanks for the hard work put in by the members of the Nominations Committee as well as thanking the nominees.  The board discussed the issue Narelle raised.

VIII. Finance Committee Report

PURPOSE: 

Receive the report of the Finance Committee

Eva provided a report in the activities of the ISOC Finance Committee.

IX. Update on Phase 2 -Bylaws discussion 

PURPOSE: 

Status updates on phase 2 of the proposed changes to the ISOC By-laws

Eric provided, and the board and staff discussed, a report of the ad-hoc ByLaws subcommittee. He reviewed a set of questions and answers for a FAQ on the ByLaws change process.  The board consensus was to review the language of the FAQ to ensure that it is very clear and to try to be ready to distribute the FAQ and other material by the end of next week and to set specific dates for responses.

On the open questions, the board consensus was to retain the existing ByLaws language enabling the Board to appoint up to 3 additional board members; that a brief description of ISOC’s mission be added to the ByLaws; and that the record date for voting should be 60 days before the close of the election window.

The meeting took a break at 5:11 PM

The meeting resumed in closed session at 5:16 PM.

X. Continuation of earlier discussion

The board further discussed the proposed PIR/Afilias contract.

The meeting adjourned for the day at 6:40 PM.

The meeting resumed in open session on Sunday March 11 at 9:00 AM.

XI. Presentation by the Costa Rica Chapter of the Internet Society

PURPOSE

Increased visibility for ISOC Chapters and their activities

Carlos Watson, President of the ISOC Costa Rica Chapter, provided a presentation on the ISOC Costa Rica Chapter. Report APpended

Eric asked what ISOC could do to help promote participation in the IETF.  Carlos responded that they were now working with local universities to see what can be done to increase participation.  Narelle noted the strength of the Chapter demonstrated by their ability to schedule meetings around the ISOC and ICANN meetings.  Lynn asked if ISOC could provide any specific help.  Carlos responded that continued support by ISOC people is important.  Sebastian noted that there was a lot of Internet-related things going on in Costa Rica, driven by the current partial deregulation of the telecommunications market.  Raul and Lynn presented the Chapter with a certificate of appreciation for their support and two commemorative pens in recognition of their help in organizing the board meeting.

XII. President & CEO’s Report 

PURPOSE: 

a) 2011 Accomplishments and Preliminary Financial Statements

b) 2012 Business Plan Update

c) 2012 Global INET Update

d) Discuss Recent Developments of interest relating to the Internet

i.  Various IP Policy activities (e.g. ACTA, SOPA, PIPA, etc.)

ii. Technical “challenges” facing the Internet

iii. ISOC’s role/opportunities, including Board role

Lynn introduced the President & CEO’s Report. She said that she was hoping for an open discussion throughout the presentation.

Greg Kapfer provided, and the board discussed, a review of the preliminary financial statement for 2011. Report.

Lynn reminded the Board that Karen Rose had taken over more responsibility for ISOC budgeting late last year.

Karen Rose and Lynn reviewed, and the board discussed, the long-term budget history and plan and an update of progress towards meeting the business plan commitments.  Report

The meeting took a break from 10:34 to 10:56 AM.

Scott Hoyt provided, and the board discussed, a presentation on the upcoming Global INET and ISOC 20th Anniversary celebration. Report

Markus Kummer presented, and the board discussed, a discussion paper on intellectual property rights and the Internet. Report

The board then reviewed the draft press release and the consensus was that it was fine.

Ted Mooney then reviewed, and the board discussed, the status of the chapter Letter of Affiliation.

The meeting broke for lunch between 12:33 PM and 1:30 PM.

Lynn provided, and the board discussed, an overview of the Open Internet Endowment effort.

Lynn took an action item to consider the Board input and decide if a launch of the Open Internet Endowment at INET was the correct path and let the Board know how she plans to proceed.

XIII. W3C Update

PURPOSE

Review W3C Status per ISOC Board Resolution 09-33

Lynn reported that the update that Jeff Jaffe sent last October was still current and that he had proposed an updated report at the next Board meeting.

XIV. President & CEO’s Report, contd

Leslie Daigle provided, and the board discussed, an overview of a staff paper on the Technical “Challenges facing the Internet”. (URL)

XV. AOB 

No Any Other Business.

The meeting took a break at 2:29 PM.

The meeting resumed in closed session at 2:36 PM.

The board continued its discussion of the PIR/Afilias contract.

Narelle left the meeting at 2:55 PM.

Philip moved to adjourn.  Jason seconded the motion.  There being no objection, the meeting was adjourned at 3:45 PM.

Action items

Lynn took an action item to decide if a launch of the Open Internet Endowment at INET was the correct path and let the Board know how she plans to proceed.

Summary of Resolutions

Resolution 12-06: Approval of the minutes of the 91st meeting of the Board of Trustees, held via teleconference 16 January 2012.

RESOLVED that the minutes of the 91st meeting of the Board of Trustees, held via teleconference 16 January 2012 are approved

Resolution 12-07: Ratification of the e-vote to appoint a member of the IAOC.

RESOLVED that the e-vote to appoint Scott Bradner as an IAOC member for a two-year term per BCP 101 is ratified. The term will start March 28 2012.

Resolution 12-08: Ratification of the e-vote to approve the 2012 IAB slate

RESOLVED, that the electronic vote to approve the 2012 IAB slate consisting of the following individuals is approved:

  • Bernard Aboba
  • Jari Arkko
  • Marc Blanchet
  • Ross Callon
  • Spencer Dawkins
  • Hannes Tschofenig