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Board of Trustees Meeting Minutes

No. 98 (October 20-21, 2012)
Board Meeting Minutes

Minutes of Board Meeting No. 98

Author: S. Bradner
Date: 2012-10-21
Committee: BOT
Document: 12-98
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

INTERNET SOCIETY

98th Meeting of the Board of Trustees of the Internet Society, October 21, 2012.

The ISOC Board of Trustees met from 9:00 AM to 4:30 PM US EDT on Sunday October 21st in Toronto Canada.

The following members of the Board of Trustees were present:

  • Alain Aina
  • Eric Burger
  • Narelle Clark (via teleconference)
  • Keith Davidson
  • Raul Echeberria (via teleconference)
  • 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. Welcome, Ratification of Minutes, Apologies

Eva called the meeting to order at 9:00 AM.  She asked if anyone had any conflicts of interest with any of the items on the agenda.  No one indicated any conflicts.

II. Consent Agenda

(a). Approve the minutes of the 97th board meeting held September 19th via teleconference

(b). Ratify the e-vote to Approve ISOC’s Call for Candidates to the PIR Board and 2013 timetable

Alain moved to approve the consent agenda.  Dave seconded the motion, which passed unanimously.

Resolution 12-37 Approve Consent Agenda

RESOLVED, that the following items contained in the Consent Agenda were approved and ratified

(a). the minutes of the 97th board meeting held September 19th via teleconference are approved

(b). the e-vote to Approve ISOC’s Call for Candidates to the PIR Board and 2013 timetable is ratified the e-vote resolution was:

RESOLVED, that the Call for Candidates and timetable for the 2013 PIR Board of Directors is approved.

II. IETF, IAB, IASA & IETF Trust Updates

PURPOSE:

Review Strategic Developments

Review of the 2012 year end IASA financial forecast and 2013 IASA Budget request.
Reports: IETFIASAIAB IETF Trust

Eva noted that the IETF, IAB and IETF Trust reports were distributed to the board and asked if any board member had any questions on the reports.  No one did.

Raul joined the meeting at this time.

Bob Hinden, speaking as chair of the IASA, reviewed the IASA report. (URL) Alain asked why the future IASA budget did not include the Bits & Bites event.  Bob said that the Bits & Bites is an experiment so the future budgets included the expenses but not the revenue, just to be conservative.

Bert asked about the open standards effort. Bernard Aboba (via teleconference) said that IEEE was driving the effort and that IETF and IEEE people were going to meet soon to work out the way forward.  Russ Housley (via teleconference) noted that the two organizations had very different operating mechanisms but he felt that a path would be found.

III.  CEO Report – Review 2012 Year-End Forecast.

Lynn provided, and the board discussed, an overview of the 2012 year-end forecast.

IV. Organization Member Advisory Council Report

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

Desiree Miloshevic (AC chair) provided, and the board discussed, a report of the activities and status of the ISOC Organization Member’s Advisory Council.  She also reviewed the AC’s input to the by-laws discussion.

V. Public Policy – WCIT Update

Markus Kummer reviewed, and the board discussed, a report of ISOC’s WCIT-related activities.

The meeting moved to closed session at 10:05 AM

VI. PIR Review

PURPOSE: High level report of key developments in PIR and review of the 2013 PIR Budget and 2013-2015 Forecast

Maarten Botterman and Brian Cute provided, and the board discussed, an update on PIR developments and forecasts.

The meeting took a break at 10:58 AM.

Narelle left the call at this time.

The meeting resumed in open session at 11:16 AM.

VII. Finance Committee Report

PURPOSE: Receive the report of the Finance Committee

Jason reviewed the Finance Committee report and a report about the Finance Committee deliberations about how to deal with the potential extra non-recurring funds from PIR on 2013.

VIII. Update on Phase 2 -Bylaws discussion

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

Eric presented, and the board discussed an update on the process of the second phase of the Bylaws revision process.

Eva took an action item to facilitate the Board’s understanding of the viewpoints of ISOC chapters.

The meeting broke for lunch from 12:06 PM to 1:00 PM

The board further discussed the ISOC public policy efforts with Markus Kummer.

VII. President & CEO Report

PURPOSE:

(a) 2013-2015 Business Plan and Budget Review and 2013-2015 High Level Financial Plan

Lynn reviewed, and the board discussed, the 2013-2015 Business Plan and Budget Review and 2013-2015 High Level Financial Plan.

The board discussed staffing levels and philosophy, as well as the schedule and purposes of future ISOC events.

(b) Non-Recurring Funds Discussion (2013)

Jason reviewed, and the board discussed, the Finance Committee PIR funds process for non-recurring PIR funds in 2013.

Alain moved to adopt a process for investing additional non-recurring funds.  Dave seconded the motion, which passed unanimously

Resolution 12-38: Adopt a process for investing additional PIR funds RESOLVED, that any special non-recurring PIR funds, if and when received, shall be for strategic rather than normal ISOC operational costs.

The consensus of the board was that ISOC engage with stakeholders to include Chapters, Organization Members, the IETF, and Internet users to assist in determining how to spend these funds and that the staff propose a specific process and timeline for this effort.

(c) Continuity/Reserve Planning

Jason moved to adopt a target level for a continuity fund.  Dave seconded the motion, which passed unanimously

Resolution 12-39: Adopt a target level for a continuity fund RESOLVED, that what was previously called Strategic Reserves are now called Continuity Funds. Further, the Board adopts the target funding level for Continuity Funds of $20,000,000, which the Board directs ISOC’s management to meet no later than by the end of fiscal year 2015.

Finally, the Continuity Funds will by a first order of importance cover three years of IETF/IASA expenses (estimated at $6,000,000) and, secondly, up to 12 months of funding of ISOC’s expenses.

(d) Recurring ISOC global events

The Board discussed recurring ISOC global events.

The Board agreed that it is the sense of the board that ISOC’s management should continue to perform long-term event planning for Global and Regional INETs, the Hall of Fame, Global and Regional Chapter Workshops, Business Roundtables, ION Conferences, and any other significant recurring ISOC events. Also ISOC should continue to maintain and regularly update a comprehensive public calendar of ISOC events that will include the region and date(s) for each event into the future for three-years.

(e) Rates of growth of staff and expenses

The Board discussed the growth of staff and expenses proposed in the 2013 Business Plan and Budget.

The meeting took a break from 3:36 PM to 3:48 PM.

Lynn suggested that the staff target for the end of 2013 be 91 and the expense down by $300 K.  She said that the staffing suggestions were based on the staff’s assessment of priorities.  Jason said that this sounded quite good and would meet the financial committee’s concern.

Jason moved to approve the 2013 Business Plan and Budget.  Eric seconded the motion, which passed unanimously, except for Bert, who objected.

Resolution 12-40: Approve the 2013 Budget and Business Plan

RESOLVED, that the Board approve the 2013 Business Plan and Budget as documented in the 2013-2015 Business Plan with the modifications as proposed by Lynn.

Lynn took an action item to bring forth a proposed plan for ISOC global meetings for discussion at the November board call.

The Board discussed the frequency and value of ISOC global meetings.

VIII. Discuss Recent Developments of interest relating to the Internet

PURPOSE: Discuss Recent Developments of interest relating to the Internet.

The board discussed the draft press release about the board meeting.

IX. AOB

IX. (a) Doodle poll for first quarter Board retreat.

Eva requested that all Board members complete the Doodle Poll about availability for Board meetings in the first quarter of 2013.

1X.b) Appoint members of the nominations committee

Keith moved to appoint Eric Burger, Theresa Swinehart, Alejandro Pisanty, Kurt Lindqvist, Philip Smith and Rinalia Adbul Rahim to the nominations committee.  Raul seconded the motion, which passed unanimously

Resolution 12-41: Appoint members of the nominations committee

RESOLVED, that Eric Burger, Theresa Swinehart, Alejandro Pisanty, Kurt Erik Lindqvist, Philip Smith and Rinalia Adbul Rahim are appointed to the ISOC 2012-2013 nominations committee chaired by Keith Davidson.

Bob moved to adjourn.  Dave seconded the motion.  There being no objection, the meeting was adjourned at 4:30 PM.

Summary of Action Items

Eva took an action item to work with the staff to hold a workshop to enable better communications between ISOC chapters and the ISOC board.

Lynn took an action item to bring forth a proposed plan for ISOC global meetings for discussion at the November board call.

Summary of Resolutions

Resolution 12-37: Approve Consent Agenda

RESOLVED, that the following items contained in the Consent Agenda were approved and ratified

(a). the minutes of the 97th board meeting held September 19th via teleconference are approved

(b). the e-vote to Approve ISOC’s Call for Candidates to the PIR Board and 2013 timetable is ratified, the e-vote resolution was:

RESOLVED, that the Call for Candidates and timetable for the 2013 PIR Board of Directors is approved.

Resolution 12-38: Adopt a process for investing additional PIR funds

RESOLVED, that any special non-recurring PIR funds, if and when received, shall be for strategic rather than normal ISOC operational costs.

Resolution 12-39: Adopt a target level for a continuity fund

RESOLVED, that what was previously called Strategic Reserves are now called Continuity Funds. Further, the Board adopts the target funding level for Continuity Funds of $20,000,000, which the Board directs ISOC’s management to meet no later than by the end of fiscal year 2015. Finally, the Continuity Funds will by a first order of importance cover three years of IETF/IASA expenses (estimated at $6,000,000) and, secondly, up to 12 months of funding of ISOC’s expenses.

Resolution 12-40: Approve the 2013 Budget and Business Plan

RESOLVED, that the Board approve the 2013 Business Plan and Budget as documented in the 2013-2015 Business Plan with the modifications as proposed by Lynn.

Resolution 12-41: Appoint members of the nominations committee

RESOLVED, that Eric Burger, Theresa Swinehart, Alejandro Pisanty, Kurt Erik Lindqvist, Philip Smith and Rinalia Adbul Rahim are appointed to the ISOC 2012-2013 nominations committee chaired by Keith Davidson.