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Board of Trustees Meeting Minutes

No. 99 (November 19, 2012)
Board Meeting Minutes

Minutes of Board Meeting No. 99

Author: S. Bradner
Date: 2012-11-19
Committee: BOT
Document: 12-99
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

INTERNET SOCIETY

99th Meeting of the Board of Trustees of the Internet Society, November 19, 2012.

The ISOC Board of Trustees met from 4:12 PM to 6:03 PM US EST on Monday November19th via teleconference.

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
  • Bert Wijnen
  • Apologies were received from Rudi Vansnick.

Also present:

  • Scott Bradner (Secretary)
  • ISOC staff

Minutes taken by Scott Bradner.

I. Welcome

Eva called the meeting to order at 4:12 PM.  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

Approve the minutes of the 98th board meeting held October 21 in Toronto, Canada.

Eric moved to approve the consent agenda.  Bob seconded the motion, which passed unanimously.

Resolution 12-42 Approve Consent Agenda

RESOLVED, that the following item contained in the Consent Agenda was approved and ratified The minutes of the 98th board meeting held October 21 in Toronto, Canada were approved

III. Update on Governance & Strategic Planning Plans

Purpose: Status update on the February 2013 ISOC Board of Trustees Retreat

Eva noted that the board retreat would be held Monday February 4th morning though Thursday February 7th in Miami. The meeting will end early enough on Thursday that people can fly out Thursday evening.

IV. Update on Phase 2 Bylaws Discussion

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

Eric reported that two people from the chapters and two people from the org members had joined the by-laws committee.  He said that the committee would be likely to make a recommendation for a path forward in the near future.

V. Audit Committee Report

PURPOSE: Annual report for the Chair of the Audit Committee, including status of actions by the Committee in 2012

Eric reported that the Audit Committee received and reviewed the ISOC 990.  He noted that there were no significant issues, and that the report had been distributed to the board.  Eric said that the committee was issuing a RFP for audit services, while noting that the committee is happy with current auditor but due process indicates that a rebid is due.

VI. President & CEO Report

(a) 2012 Q3 Financials and Year End Forecast

The Board and Greg Kapfer discussed the membership projections included in the quarterly report that had been released a few days before.

(b) IGF Report

Markus Kummer provided the board a report on the recently concluded IGF meeting.  The Board discussed his report and noted that the ISOC team did a great job at the IGF.

(c) WCIT Update

Markus Kummer provided the board a report on the WCIT meeting currently underway.  The Board discussed his report.

(d) Recurring ISOC Global Events

Walda Roseman and Scott Hoyt reviewed, and the Board discussed, the document on the recurring ISOC global events that had been distributed to the Board.

The board discussed the scale and frequency of the Internet Hall of Fame events and how they relate to the Global INETs.

After the discussion, the board consensus was in support of holding a global INET about every 2 and a half years.

(e) Chapter Open Topics

Lynn reported that the staff had compiled a list of open charter related topics and distributed it to the board.  She asked if the board wanted these issues resolved before finalizing the By Laws.

VII. AOB

(a)  Eva informed the Board on events that have occurred since the Board voted to terminate recognition of the ISOC-ECC.  She said that Walda was going to be the ISOC point of contact relating to this topic and that all board members should direct any questions to Walda.

(b) Nominations Committee – Keith said that the nomcom was making progress and would be sending a call for nominations very soon.

(c) Appoint an Investment Advisor for the Open Internet Endowment fund

Jason moved to appoint Morgan Stanley Smith Barney as the Investment Advisor for the Open Internet Endowment fund.  Bert seconded the motion, which passed unanimously.

Resolution 12-43 Appoint an Investment Advisor

RESOLVED, that Morgan Stanley Smith Barney be appointed Investment Advisor for the Open Internet Endowment as per the Endowment Policy dated May 29, 2012.

(d) Budget reduction

Lynn reported that the staff was working on a specific proposal for a $300 K reduction in the growth of the personnel budget for 2013 as had been requested by the Board at the last meeting.

Bert moved to adjourn, Eric seconded the motion. There being no objection, the meeting was adjourned at 6:02 PM.

Summary of Resolutions

Resolution 12-42 Approve Consent Agenda

RESOLVED, that the following item contained in the Consent Agenda was approved and ratified The minutes of the 98th board meeting held October 21 in Toronto, Canada were approved

Resolution 12-43 Appoint an Investment Advisor

RESOLVED, that Morgan Stanley Smith Barney be appointed Investment Advisor for the Open Internet Endowment as per the Endowment Policy dated May 29, 2012.