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Board of Trustees Meeting Minutes

No. 96 (August 4-5, 2012) AGM
Board Meeting Minutes

Minutes of Board Meeting No. 96

Author: S. Bradner
Date: 2012-08-05
Committee: BOT
Document: 12-96
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

INTERNET SOCIETY

96th Meeting of the Board of Trustees of the Internet Society, August 4 & 5, 2012.

The ISOC Board of Trustees met from 11:21 AM to 6:22 PM US PDT on Saturday August 4 and from 11:22 AM to 5:03 PM US PDT on Sunday August 5, 2012 in Vancouver BC, Canada.

The following members of the Board of Trustees were present:

  • Alain Aina
  • Eric Burger
  • Narelle Clark
  • Keith Davidson
  • Raul Echeberria
  • Dave Farber
  • Eva Frolich
  • Bob Hinden
  • Jason Livingood
  • Lynn St.Amour
  • Theresa Swinehart
  • Rudi Vansnick
  • Bert Wijnen

Also present:

  • Scott Bradner (Secretary)
  • ISOC staff
  • observers

Minutes taken by Scott Bradner.

I. Annual Election of Officers

PURPOSE: Elect Officers of the ISOC Board of Trustees

Lynn called the meeting to order at 11:21 AM US PDT Saturday 4 August 2012.

(i) – Election of the Chair of the Board

Lynn noted that Bob and Eva had previously announced that they were interested in serving as chair. She asked Eva and Bob to speak to the board.

Bob said that there were three areas that he felt the ISOC needed focus on.  First: WCIT.  He noted that the Internet needed to win this issue and plan for what actually comes out of the meeting. He said that ISOC was doing good work but needed to do more.  Second: He said ISOC needed to do more training and education in the developing world. He said that these two activities should not be limited to money. Third: we need to find out ways to leverage the ISOC’s resources rather than just growing the organization.  For example supporting other organizations.  He said that his focus on the board would be to drive consensus not to drive his own agenda.  He noted that he would step down from the role of chair of the IAOC and that he has corporate support for taking on the role.  He noted that he has a very long involvement in the IETF and the Internet.

Eva said that she was dedicated to the ISOC role & mission.  She said that she started to think of putting her hat in for the role of chair when people stared to ask her if she would about 6 months ago. She noted that she has a technical background and can talk to both technical and policy groups.  She noted that ISOC and the Internet are facing huge challenges in the next few years. The organization is grouping with additional resources and the Internet is changing with the advent of the new gTLDs.  She said that she would work with the staff to ensure that ISOC was the go-to place for Internet information. She noted that she has a long working relationship with Lynn starting with her time on the PIR board.  She noted that she was an organized person and would work on ensuring that the board work was well organized and that she would fight any effort to micro manage Lynn & the staff.

The Board members then asked the candidates opinions on a number of topics.  At this point Bob, Eva and everyone that was not a trustee left the room and the meeting was closed.

After a period of discussion, the meeting was reopened and a secret ballot was distributed.  The result was a tie.  A second secret ballot was held.  The vote was also a tie. The board then closed the meeting for further discussion with Bob and Eva present.  The meeting resumed in open session at 2:15 PM after a break for lunch.

Eva was then elected chair by secret ballot with a vote of 9 to 3.

Eva then assumed management of the meeting. She thanked the board for its support and said that she was open for consultation at any time.

(ii) – Election of the President

Lynn St.Amour was elected President with a unanimous secret ballot.

(iii) – Election of the Secretary

Scott Bradner was elected Secretary with a unanimous secret ballot.

(iv) – Election of the Treasurer

Jason Livingood was elected Treasurer with a unanimous secret ballot.

II. Apologies, Minutes/E-votes Approved

Eric moved to approve the minutes of the 95th Board meeting. Dave seconded the motion, which passed unanimously, except for Keith and Dave who abstained

Resolution 12-18: Approval of the Minutes of the 95th Board Meeting

RESOLVED, that the minutes of the 95th meeting of the Internet Society held by teleconference 16 July 2012 are approved.

III. Recognition of Outgoing Trustees

Raul moved to thank the outgoing members of the Board.  Rudi seconded the motion, which passed by acclamation.

Resolution 12-19: Recognition of outgoing Trustees

RESOLVED, that the board thanks outgoing Board members Khaled Koubaa, Philip Smith and Jonathan Zittrain for their commitment and outstanding service to the Internet Society.

Eva moved to thank Raul Echeberria for his service as ISOC Chair. Rudi seconded the motion, which passed by acclamation.

Resolution 12-20: Recognition of outgoing ISOC Chair

RESOLVED, that the board thanks Raul Echeberria for his dedicated service as Chair of the ISOC Board for the past 3 years.

IV. Appointment of the ISOC Liaison to the IETF Nominations Committee

Eric moved to appoint an ISOC liaison to the IETF Nominations Committee.  Eva seconded the motion, which passed by acclamation.

Resolution 12-21: Appoint ISOC Liaison to the IETF Nominations Committee

RESOLVED, that the ISOC Board appoints Rudi Vansnick as ISOC Liaison to the IETF nominations Committee for the 2012– 2013 term

The meeting moved to closed session at 2:45 PM.

V. Board Governance & Fiduciary Review Session

External counsel Celia Roady reviewed the legal aspects of the Internet Society and the duties and responsibilities of ISOC board members. (via teleconference)

The meeting took a break at 3:50 PM.

The meeting resumed in open session at 4:06 PM.

Eva asked if anyone had any conflicts of interest with any of the items on the board agenda for today or tomorrow. No one indicated any conflicts.

VI. Advisory Council Update

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

Desiree Miloshevic (AC co-Chair) provided a report from the AC. The Board and Desiree then discussed the report and the AC’s input to the By-Laws discussion. Report

VII. IETF, IAB, IAOC & IETF Trust Updates –

PURPOSE: Review Strategic Developments and Key Operating Results

Russ Housley (IETF Chair) provided a quick update on the IETF status. Report

Bob Hinden (IAOC Chair) provided, and the Board discussed, an update of the activities of the IAOC.

Bernard Aboba (IAB Chair) (via teleconference) offered a quick update on the IAB status. Report In his update he mentioned three specific issues:

ECN Deployment

At the IAB/IRTF Congestion Control Workshop held on July 28, we discussed how realtime communications would fare in competition with TCP.  Without assistance from the network, TCP-based flows at the bottleneck will build a queue that will elevate the delay in realtime communications traffic beyond acceptable levels.  In such a scenario, the consensus was that deployment of ECN and AQM could make a significant difference.  Since ECN has been widely implemented within host operating systems as well as routers, the gating issue is deployment within operators.  Inclusion in the Deploy 360 program could make a difference.

Affirmation of the Modern Global Standards Paradigm

At the Wednesday Administrative Plenary we announced that IEEE-SA, IETF and the W3C were working on a joint statement affirming the modern global standards paradigm. At WCIT, the world has the opportunity to embrace the principles that have made the Internet what it is today.  The Affirmation is both a statement of principle, and potentially a game plan for engagement with governments.  For example, within the US, the Affirmation can be thought of as our recommendation for the principles to be articulated in OMB A-119.  With respect to the Affirmation, the ISOC can make a difference by helping to develop the strategy and tactics to enable the affirmation to become widely accepted.

Emergency Services Interoperability

By the end of this decade, POTS service is likely to have disappeared within much of the developed world.  At that point emergency medical, police and fire services have transitioned to IP-based communications.  Today, a GSM wireless handset purchased in North America is capable of making an emergency call in Europe and it is unthinkable that this would not also be the case for next generation emergency services.  Yet, that is the potential result of efforts such as ETSI M493 that do not recognize the IETF standards that have been developed within the ECRIT and GEOPRIV WGs which are the basis for NENA i3, the North American framework for NG911.  Enhancing the dialog between ETSI and the IETF and highlighting the importance of interoperability in next  generation emergency services could not only enable IETF standards to  meet the needs of the European community, but could also save lives and further cement the critical role that IP-based realtime communication services will play in transforming global communications during this decade.

Marshall Eubanks (IETF Trust Chair) provided an update on the activities of the IETF Trust. Report

VIII. Annual Appointment of Committee Members

PURPOSE: Appoint Chairs and Members of Committees of the Board

(i) Appoint chair and members of the Executive Committee

Bob moved to appoint members of the Executive Committee.  Eric seconded the motion, which passed unanimously.

Resolution 12-22: Appoint chair and members of the Executive Committee

RESOLVED, that the Board appoints Eva Frolich, as Chair, Raul Echeberria, Theresa Swinehart and Narelle Clark as members of the committee, along with Lynn St. Amour (as President & CEO), Jason Livingood (as Treasurer) and Scott Bradner (as Secretary).

(ii) Appoint chair and members of the Audit Committee

Raul moved to appoint members of the Audit Committee.  Keith seconded the motion, which passed unanimously

Resolution 12-23: Appoint chair and members of the Audit Committee

RESOLVED, that the Board appoints Eric Burger as the chair of the Audit Committee, and Alain Aina, Narelle Clark and Rudi Vansnick as members of the committee.

(iii) Appoint a chair and members of the Finance Committee

Jason moved to appoint members of the Finance Committee. Bert seconded the motion, which passed unanimously

Resolution 12-24: Appoint a chair and members of the Finance Committee

RESOLVED, that the Board appoints Jason Livingood as the chair of the Finance Committee, and Bert Wijnen, Bob Hinden and Dave Farber as members of the committee. The President serves as a non-voting, ex-officio member of this Committee.

(iv) Appoint a chair and members of the Compensation Committee

Dave moved to appoint members of the Compensation Committee.

Bob seconded the motion, which passed unanimously

Resolution 12-25: Appoint a chair and members of the Compensation Committee

RESOLVED, that the Board appoints Eva Frolich as the chair of the Compensation Committee, and Bert Wijnen, Bob Hinden and Raul Echeberria as members of the committee.

(v) Appoint a chair of the Nominations Committee

Raul moved to appoint a chair of the Nominations Committee. Rudi seconded the motion, which passed unanimously

Resolution 12-26: Appoint a chair of the Nominations Committee

RESOLVED, that the Board appoints Keith Davidson as the chair of the Nominations Committee.

(vi) Appoint a Chair of the Elections Committee

Eric moved to appoint members of the Elections Committee.  Raul seconded the motion, which passed unanimously except for Narelle who objected.

Resolution 12-27: Appoint a chair of the Elections Committee

RESOLVED, that the Board appoints Rudi Vansnick as the chair of the Elections Committee.

(vii) Request the development of a charter for a Governance Committee

Jason moved to request Theresa develop and propose a charter for a Governance Committee.  Eric seconded the motion, which passed unanimously

Resolution 12-28: Request the development of a charter for a Governance Committee

RESOLVED, that the Board requests Theresa Swinehart develop and propose a charter for a Governance Committee for Board consideration.

(viii) Bylaws Committee

Eric introduced a discussion of the process of developing a proposal for a by-laws revision.  The board discussed the issues.

Eric moved to appoint members of the Bylaws Committee.  Narelle seconded the motion, which passed unanimously

RESOLVED, that the Board continues the By-Laws review committee with the current charter with Eric Burger as chair of the committee; Narelle Clark, Theresa Swinehart, and Raul Echeberría as committee members; along with Greg Kapfer, Ted Mooney and Walda Roseman as ISOC staff support; and Scott Bradner as an invited expert, along with invited guests from the Advisory Committee and chapters; and with ex officio members Lynn St Amour as President and Eva Frolich as Chair of the Board.

The meeting broke for the day at 6:22 PM.

The meeting resumed at 11:22 AM on Sunday 5 August 2012.

IX. W3C Update

Jeff Jaffe (W3C CEO) provided (via teleconference), and the board discussed, an update on W3C’s status and the potential for a continuing partnership and support.

X. President & CEO’s Report (Part 1)

Lynn introduced a discussion of ISOC’s activities & status. Report

Greg Kapfer reviewed, and the board discussed, the ISOC financial situation & forecast.  Report

The meeting moved into closed session at 12:01 PM.  (Trustees, Secretary and senior staff were present.)

XI. PIR Organization Reviews –

Maarten Botterman (chair of the PIR Board) and Brian Cute (PIR CEO) provided, and the board discussed, an update on PIR’s status, plans and outlook.

The meeting broke for lunch at 1:09 PM.

The meeting resumed in open session at 1:54 PM.

Raul said, considering the discussion the board just had with the PIR leadership, which reaffirmed long-standing economic relationship between ISOC and PIR he would like to move to approve a change in PIR’s contract with ICANN to permit PIR to launch a one and two character Domain allocation program.  Bert seconded the motion, which passed unanimously.

Resolution 12-29: Approve a change in PIR’s contract with ICANN

RESOLVED the Board approves a change to PIR’s contract with ICANN to permit PIR to launch a one and two character Domain allocation program.

XII. ISOC’s Strategic Cash Reserves

PURPOSE: Review and adopt a revised target funding level for the Strategic Reserves

Jason provided an overview of the recent discussions on the ISOC Strategic Reserves between the ISOC fincom and the IETF leadership.

Jason moved to adopt a target level for ISOC Strategic Reserves. Narelle seconded the motion.

After discussion Jason withdrew his motion and moved to adopt the target funding level for ISOC’s Strategic Reserves and to direct the staff to work with the fincom to develop a plan to meet this goal.  Bert seconded the motion, which passed unanimously.

Resolution 12-30: Adopt the target funding level for ISOC’s Strategic Reserves and direct management in implementation of this level.

RESOLVED, that the Board adopts the target level of 12 months of funding of expenses for ISOC’s Strategic Reserve, as defined in the Investment Policy of the Internet Society. This includes as part of that Strategic Reserve the maintenance of three years of IETF/IASA expenses. The Board directs ISOC’s management to work with the Finance Committee to propose options for the period over which this will occur, and any related mechanics, so that a plan can be presented at the October 2012 Board meeting.

XIV. Continuation of President & CEO Report

a/ ISOC Strategic Planning Process

Karen Rose introduced a presentation by Richard Steele of The Bridgespan Group.

Richard Steele provided, and the board discussed, a presentation concerning ISOC strategic planning.

The meeting took a break from 3:54 PM to 4:11 PM.

b/ 2013 Strategic Goals and 3-year high-level budget outlook, including Public Support Test Update

Lynn reviewed, and the board discussed, the 2013-2015 Business Plan & Budget.

Eva said that she would work to resolve the dates of the 2013 board meetings and a possible extra meeting day in Toronto.

Lynn, following the process defined in the ISOC delegation policy, notified the board of a number of staff actions.

XVI. AOB

a/ ISOC-ECC

Scott Bradner read the following letter that had been sent to the ISOC-ECC Council members:

The Internet Society European Chapters Coordinating Council (ISOC-ECC) was formed in March of 2002 to (as listed in the ISOC-ECC by-laws) discuss areas of importance to European Internet Society

Chapters, to share information and experiences, to develop joint projects and areas of collaboration in support of the Internet Society’s purpose and to develop and plan activities, projects, actions, and positions for such areas and opportunities.  The Internet Society board recognized the ISOC-ECC as a regional council of the Internet Society in July 2003 in board resolution 2003-11.

Since that time the Internet Society undertook a strategic regionalization process and established Internet Society Regional Bureaus around the world including in Europe.  The Internet Society Regional Bureaus lead the Internet Society’s mission by supporting chapters and initiatives in each of the Regions.  They also advise Internet Society departments on regional issues of policy, politics, technology and culture.  These Regional Bureaus are now mature and have become a major part of the Internet Society structure.

In the decade since its founding, the ISOC-ECC has been responsible for providing the functions that were outlined in its by-laws but now many of the same functions are provided by the Internet Society Regional Bureaus.  The Board should now consider how to best structure the Society’s efforts in Europe going forward.

b/ Liaison to the IETF nomcom

Bob moved that the board adopt the ISOC Board guidelines for the ISOC liaison to the IETF Nomcom, Bert seconded the motion, which passed unanimously.

Resolution 12-31: Approve the Board guidelines for the ISOC Board guidelines for the ISOC liaison to the IETF NomCom.

RESOLVED, that the Board approves the ISOC Board guidelines for the ISOC liaison to the IETF NomCom and requests that the Chair communicate the guidelines to the IETF NomCom Chair.

Bob moved to adjourn.  Eric seconded the motion.  There being no objection, the meeting was adjourned at 5:03 PM.

Summary of action items

Eva to work to resolve the dates of the 2013 board meetings and a possible extra meeting day in Toronto.

Summary of Resolutions

Resolution 12-18: Approval of the Minutes of the 95th Board Meeting

RESOLVED, that the minutes of the 95th meeting of the Internet Society held by teleconference 16 July 2012 are approved.

Resolution 12-19: Recognition of outgoing Trustees

RESOLVED, that the board thanks outgoing Board members Khaled Koubaa, Philip Smith and Jonathan Zittrain for their commitment and outstanding service to the Internet Society.

Resolution 12-20: Recognition of outgoing ISOC Chair

RESOLVED, that the board thanks Raul Echeberria for his dedicated service as Chair of the ISOC Board for the past 3 years.

Resolution 12-21: Appoint ISOC Liaison to the IETF Nominations Committee

RESOLVED, that the ISOC Board appoints Rudi Vansnick as ISOC Liaison to the IETF nominations Committee for the 2012-2013 term

Resolution 12-22: Appoint chair and members of the Executive Committee

RESOLVED, that the Board appoints Eva Frolich, as Chair, Raul Echeberria, Theresa Swinehart and Narelle Clark as members of the committee, along with Lynn St. Amour (as President & CEO), Jason Livingood (as Treasurer) and Scott Bradner (as Secretary).

Resolution 12-23: Appoint chair and members of the Audit Committee

RESOLVED, that the Board appoints Eric Burger as the chair of the Audit Committee, and Alain Aina, Narelle Clark and Rudi Vansnick as members of the committee.

Resolution 12-24: Appoint a chair and members of the Finance Committee

RESOLVED, that the Board appoints Jason Livingood as the chair of the Finance Committee, and Bert Wijnen, Bob Hinden and Dave Farber as members of the committee.  The President serves as a non-voting, ex-officio member of this Committee.

Resolution 12-25: Appoint a chair and members of the Compensation Committee

RESOLVED, that the Board appoints Eva Frolich as the chair of the Compensation Committee, and Bert Wijnen, Bob Hinden and Raul Echeberria as members of the committee.

Resolution 12-26: Appoint a chair of the Nominations Committee

RESOLVED, that the Board appoints Keith Davidson as the chair of the Nominations Committee.

Resolution 12-27: Appoint a chair of the Elections Committee
RESOLVED, that the Board appoints Rudi Vansnick as the chair of the Elections Committee.

Resolution 12-28: Request the development of a charter for a Governance Committee

RESOLVED, that the Board requests Theresa Swinehart develop and propose a charter for a Governance Committee for Board consideration.

RESOLVED, that the Board continues the By-Laws review committee with the current charter with Eric Burger as chair of the committee; Narelle Clark, Theresa Swinehart, and Raúl Echeberría as committee members; along with Greg Kapfer, Ted Mooney and Walda Roseman as ISOC staff support; and Scott Bradner as an invited expert, along with invited guests from the Advisory Committee and chapters; and with ex officio members Lynn St Amour as President and Eva Frölich as Chair of the Board.

Resolution 12-29: Approve a change in PIR’s contract with ICANN

RESOLVED the Board approves a change to PIR’s contract with ICANN to permit PIR to launch a one and two character Domain allocation program.

Resolution 12-30: Adopt the target funding level for ISOC’s Strategic Reserves and direct management in its implementation of this level.

RESOLVED, that the Board adopts the target level of 12 months of funding of expenses for ISOC’s Strategic Reserve, as defined in the Investment Policy of the Internet Society. This includes as part of that Strategic Reserve the maintenance of three years of IETF/IASA expenses. The Board directs ISOC’s management to work with the Finance Committee to propose options for the period over which this will occur, and any related mechanics, so that a plan can be presented at the October 2012 Board meeting.

Resolution 12-31: Approve the Board guidelines for the ISOC Board guidelines for the ISOC liaison to the IETF NomCom.

RESOLVED, that the Board approves the ISOC Board guidelines for the ISOC liaison to the IETF NomCom and requests that the Chair communicate the guidelines to the IETF NomCom Chair.