Minutes of Board Meeting No. 94

Author: S. Bradner
Date: 2012-05-29
Committee: BOT
Document: 12-94
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

INTERNET SOCIETY
94th Meeting of the Board of Trustees of the Internet Society, May 29, 2012.

The ISOC Board of Trustees met from 4:04 PM to 6:08 PM EDT on April 11, 2012 via teleconference.

The following members of the Board of Trustees were present:

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

Also present were:

Scott Bradner (Secretary)
ISOC staff

Minutes taken by Scott Bradner.

I. Welcome, Roll Call, Agenda, Ratification of Minutes, Apologies

At Raul’s request Bob chaired the meeting because Raul’s flight was changed in a way that conflicted with the meeting. Bob called the meeting together at 4:04 PM.

(a) Approval of minutes

Jason moved to approve the minutes of the April 11, 2012 meeting of the board. Eric seconded the motion, which passed unanimously.

Resolution 12-10: Approval of the Minutes of the 93rd meeting of the Internet Society
RESOLVED, that the minutes of the 93rd meeting of the Internet Society held by teleconference on April 11, 2012 are approved.

(b) Eric moved to ratify the e-vote approving the PIR-Afilias Contract Extension. Theresa seconded the motion. Which passed unanimously.

Resolution 12-11: Ratify e-vote approving the PIR-Afilias Contract Extension
RESOLVED that the e-vote approving the PIR-Afilias Contract Extension, which had passed with 8 votes in favor, 2 opposed and 1 abstention, is ratified.

Lynn reported that the PIR board appreciates the support of the ISOC Board.

(c) Welcome new and rejuvenated ISOC Chapters

Bert moved to welcome the new and rejuvenated ISOC chapters. Eric seconded the motion, which passed by acclamation.

Resolution 12-12: ISOC Board of Trustees Welcomes New Chapters
RESOLVED, that the ISOC Board of Trustees warmly welcomes the rejuvenated Switzerland Chapter and Kenya Chapter of the Internet Society which were chartered and approved since the last Board meeting.

II. Audit Committee Report

PURPOSE: Receive the report of the Audit Committee and accept the 2011 Independent Auditors Report

Eric reviewed the auditor’s report. He reported that the audit did not show any issues. Eric reported that Greg Kapfer and his team had done very good work in working with the audit committee and the auditor.

He noted that the audit was not yet final because the PIR audit report has not yet been accepted by the PIR board thus he proposes that the board accept the audit committee report subject to the PIR Board’s acceptance of its 2011 Independent Auditors Report with no substantive changes to the consolidated 2011 Internet Society Audit Report.

Jonathan Zittrain joined the call at this point.

Eric moved to accept the auditor’s report. Narelle seconded the motion, which passed unanimously.

RESOLVED, that the 2011 Independent Auditors Report is accepted, in reliance on and subject to the PIR Board’s acceptance of its 2011 Independent Auditors Report with no substantive changes to the consolidated 2011 Internet Society Audit Report.

III. Election Committee Report

PURPOSE: Accept the report of the Election Committee on the 2011-2012 Election

Jason reported that the election was properly held but that the candidates have not yet been notified and the challenge period has not yet happened so that the election committee report could not yet be accepted.

IV. Investment Summary – ISOC’s Strategic Cash Reserves

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

Greg Kapfer reviewed the status of and projections for ISOC’s investment portfolio. He said that he would work with the finance committee to review the current investment matrix.

V. Phase II of the ISOC Bylaws

PURPOSE: Review Status of Proposed Bylaw Changes

Eric reported that the by-laws discussion was an active one. He said that felt that the by-laws committee should be rechartered because the old charter had arguably expired and there were some possible misinterpretations of the language used in the charter text. Eric also noted the proposed resolution was posted and discussed on the Trustees’ mail list more than a week prior to the board call.

Eric moved to recharter the by-laws committee. Theresa seconded the motion.

Resolution 12-13: Recharter a by-laws review committee
RESOLVED, that the Board establishes a By-Laws review committee with the proposed charter with Eric Burger as chair of the committee, and Narelle Clark and Theresa Swinehart as committee members along with Greg Kapfer, Ted Mooney and Walda Roseman as ISOC staff support and Scott Bradner as an invited expert, and Lynn St Amour ex officio as President.

A number of trustees offered amendments to the proposed motion during a discussion on the motion. Eric accepted the amendments as friendly. The restated motion is:

Resolution 12-14: Continue the by-laws review committee
RESOLVED, that the Board continues the By-Laws review committee with the proposed charter with Eric Burger as chair of the committee, and Narelle Clark and Theresa Swinehart as committee members along with Greg Kapfer, Ted Mooney and Walda Roseman as ISOC staff support and Scott Bradner as an invited expert, and Lynn St Amour ex officio as President.

Jonathan Zittrain left the call at this point.

The motion passed with one opposed.

VI. President & CEO Report

(a). 2012 Business Plan Update

Lynn provided an update on the 2012 business plan. She noted that the effort to develop a Letter of Affiliation for the chapters had been put on hold pending the by laws resolution. She said she was confident that the plan was on track.

(b). 2012 YTD Performance, Financials and 2012 Forecast

Greg Kapfer provided a review of the 2012 year-to-date performance.

The board discussed Lynn’s and Greg’s reports.

(c). Global INET debrief

What worked well
What we could have done better
What our approach will be if we do a Global INET in the future

Scott Hoyt provided a post event update on the Global INET. He said that a full financial report would be coming soon.

(d). Board feedback on Global INET, related discussion

The board discussed Scott Hoyt’s update and made some suggestions for future INETs.

VII. Endowment Policy

PURPOSE: Approve the Endowment Policy for the Open Internet Endowment

Greg Kapfer reviewed, and the board discussed, the proposed Endowment Policy.

Bert moved to approve the Endowment Policy. Narelle seconded the motion, which passed unanimously.

Resolution 12-15: Approve the Endowment Policy for the Open Internet Endowment
RESOLVED, that the Board approves the Endowment Policy for the Open Internet Endowment as recommended by the Finance Committee of the Board of Trustees.

VIII. Update on WCIT-12

PURPOSE: High Level update on key developments in WCIT-12 and WTSA-12

Sally Wentworth provided, and the board discussed, an update on developments in WCIT-12 and WTSA-12 and ISOC’s activities in the area.

IX. AOB

Narelle moved to adjourn. Theresa seconded the motion. There being no objection, the meeting was adjourned at 6:08 PM.

Summary of Resolutions

Resolution 12-10 Approval of the Minutes of the 93rd meeting of the Internet Society
RESOLVED, that the minutes of the 93rd meeting of the Internet Society held by teleconference on April 11, 2012 are approved.

Resolution 12-13: Continue the by-laws review committee
RESOLVED, that the Board continues the By-Laws review committee with the proposed charter with Eric Burger as chair of the committee, and Narelle Clark and Theresa Swinehart as committee members along with Greg Kapfer, Ted Mooney and Walda Roseman as ISOC staff support and Scott Bradner as an invited expert, and Lynn St Amour ex officio as President.

Resolution 12-14: Approve the Endowment Policy for the Open Internet Endowment
RESOLVED, that the Board approves the Endowment Policy for the Open Internet Endowment as recommended by the Finance Committee of the Board of Trustees.

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