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Board of Trustees Meeting Minutes

No. 97 (September 19, 2012)
Board Meeting Minutes

Minutes of Board Meeting No. 97

Author: S. Bradner
Date: 2012-09-19
Committee: BOT
Document: 12-97
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

INTERNET SOCIETY

97th Meeting of the Board of Trustees of the Internet Society, September 19, 2012.

The ISOC Board of Trustees met from 4:05 PM to 18:05 PM US EDT on Wednesday September 19th via teleconference.

The following members of the Board of Trustees were present:

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

Also present:

  • Scott Bradner (Secretary)
  • ISOC staff
  • observers

Minutes taken by Scott Bradner.

I. Welcome, Ratification of Minutes, Apologies

Eva called the meeting to order at 4:05 PM.  She asked if anyone had any conflicts of interest with any of the items on the agenda.  No one indicated any conflicts.

(a).  Approval of minutes

Eric moved to approve the minutes of the 96th board meeting.

Bert seconded the motion, which passed unanimously

Resolution: 12-32: Approval of the minutes of the 96th meeting of the Board of Trustees

RESOLVED, that the minutes of the 96th Board meeting of the Internet Society held August 4-5, 2012 in Vancouver, Canada are approved.

(b). Appoint members of the elections committee

Rudi moved to appoint Alain Aina and Dave Farber to the elections committee. Eva seconded the motion, which passed unanimously.

Resolution 12-33 Approval of the members of the 2013 Election Committee

RESOLVED, that Alain Aina and Dave Farber be appointed as members of the Election Committee as chaired by Rudi Vansnick

(c). Approval of the elections timetable

Rudi moved to approve the timetable of the 2013 ISOC board elections as presented. Bert seconded the motion, which passed unanimously.

Resolution 12-34: Approval of the 2013 Elections Timetable is approved

RESOLVED, that the 2013 Elections Timetable is approved

(d). Welcome a rejuvenated ISOC chapter

Eva moved to welcome the rejuvenated ISOC Japan Chapter. Bob seconded the motion, which passed by acclamation.

Resolution 12-35: ISOC Board of Trustees Welcomes rejuvenated Japan Chapter

RESOLVED, that the ISOC Board of Trustees warmly welcomes the rejuvenated Japan Chapter of the Internet Society which was chartered and approved since the last Board meeting

II. ISOC Call for Nominations

PURPOSE: Criteria and schedule review for the Call for Nominations for the 2013 ISOC Board of Trustees

Lynn suggested that it was time to carefully review last year’s call (which has been essentially unchanged for a number of years) and update it to reflect the changed nature of the society.  Keith said that he would drive such a discussion on the mailing list.

III. President & CEO Report

Lynn & Greg reviewed the 2012 revenue forecast. Lynn then reviewed, and the board discussed the 2013 business plan.

IV. The Internet Society European Chapters Coordinating Council

Eva noted that there had been discussion about the ISOC-ECC at the last board meeting and on the board list.  She asked if any board members wanted to discuss the issue further.  Rudi noted that the ISOC-ECC council had not been all that active and that he expected that a move to terminate the recognition of ISOC-ECC would make sense to the European chapters.

Bob moved to terminate the recognition of ISOC-ECC as an ISOC regional council. Jason seconded the motion, which passed unanimously.

Resolution 12-36: Terminating the recognition of ISOC-ECC

Whereas, ISOC-ECC was recognized as a regional council of the Internet Society in Board Resolution 2003-11;

Whereas, The Internet Society has undertaken a strategic regionalization process and established Internet Society Regional Bureaus around the world including in Europe;

Whereas, The Internet Society European Bureau now provides the functions that the by-laws of the ISOC-ECC charged the ISOC-ECC with providing;

RESOLVED that the Board terminates the recognition of the ISOC-ECC as a regional council of the Internet Society and thanks all of the members of the ISOC-ECC Council, past and present, for their efforts on behalf of the Internet Society.

V. Update on Phase 2 Bylaws Discussion

PURPOSE: Status Update on phase 2 of the proposed changes to the ISOC Bylaws

Eric provided, and the board discussed, an update on the status of the discussions with the community about the phase 2 Bylaws revision.

VI. External Consultant

PURPOSE: Board decisions for the External Consultant

Theresa reviewed, and the board discussed, the proposal for an external consultant she has sent to the Board list. Lynn and Theresa will work on a concrete proposal for such work.

VII. PIR Board of Directors Appointments for 2013

PURPOSE: Review and approve the Call for Candidates and the timetable for the PIR Board of Directors Appointments for 2013

Lynn noted, and the board discussed, the request from the PIR board for two additional board members to bring the board size to 7, which was the old PIR board size.  Lynn will update the Call for Candidates to reflect the decision to add two new members and the board discussion and distribute it for board review and an e-vote.

VIII. AOB

(a). Finalize the 2013 Board Meeting Schedule

The board discussed the possible scheduling and locations of the 2013 Board meetings.  The board agreed to hold a standalone meeting in Asia, a meeting along with the IETF meeting in Berlin and a meeting along with the ICANN meeting in Latin America.

The board discussed the schedule for the Toronto board meeting. The board agreed to a schedule starting mid-day on Friday and ending on Sunday afternoon.

(b). Providing additional information about the status of ISOC activities

Rudi said he would like a better view of the status of ISOC activities, for example via a dashboard.  Lynn discussed ways to provide more information, perhaps as part of the orientation for new board members as well as on an on-going basis.

(c). Internet Hall of Fame

Lynn reviewed the discussion on the Hall of Fame that has been taking place on the Board list.  The board discussed the proposal and decided to have further discussions as part of the budget discussions during the Toronto board meeting

Bob moved to adjourn. Rudi seconded the motion.  There being no objection, the meeting was adjourned at 6:06 PM.

Action items

Keith will propose a nominations committee on the mailing list.

Keith will initiate a discussion on the call for Candidates for the ISOC Board on the mailing list.

Lynn and Theresa will work on a concrete proposal for engaging a consult for the Strategic Planning work.

Lynn will update the PIR Call for Candidates to reflect the decision to add two new members and the board discussion and distribute it to the board list.

Summary of Resolutions

Resolution: 12-32: Approval of the minutes of the 96th meeting of the Board of Trustees

RESOLVED, that the minutes of the 96th Board meeting of the Internet Society held August 4-5, 2012 in Vancouver, Canada are approved.

Resolution 12-33: Approval of the members of the 2013 Election Committee

RESOLVED, that Alain Aina and Dave Farber be appointed as members of the Election Committee as chaired by Rudi Vansnick

Resolution 12-34: Approval of the 2013 Elections Timetable is approved

RESOLVED, that the 2013 Elections Timetable is approved

Resolution 12-35: ISOC Board of Trustees Welcomes rejuvenated Japan Chapter

RESOLVED, that the ISOC Board of Trustees warmly welcomes the rejuvenated Japan Chapter of the Internet Society which was chartered and approved since the last Board meeting

Resolution 12-36: Terminating the recognition of ISOC-ECC

Whereas, ISOC-ECC was recognized as a regional council of the Internet Society in Board Resolution 2003-11;

Whereas, The Internet Society has undertaken a strategic regionalization process and established Internet Society Regional Bureaus around the world including in Europe;

Whereas, The Internet Society European Bureau now provides the functions that the by-laws of the ISOC-ECC charged the ISOC-ECC with providing;

RESOLVED that the Board terminates the recognition of the ISOC-ECC as a regional council of the Internet Society and thanks all of the members of the ISOC-ECC Council, past and present, for their efforts on behalf of the Internet Society.