Minutes of Board Meeting No. 113

Author: S. Bradner
Date: 2014-06-28
Committee: BOT
Document: 2014-113
Status: Confirmed
Maintainer: S. Bradner
Access: unlimited

INTERNET SOCIETY

113rd Meeting of the Board of Trustees of the Internet Society, June 27 and 28, 2014.

The ISOC Board of Trustees met from 9:07 AM to 4:06 PM UTC on Friday, June 27, 2014 and from 8:47 AM to 3:32 PM UTC on Saturday, June 28, 2014 in London England.

The following members of the Board of Trustees were present:

• Kathy Brown
• Eric Burger
• Narelle Clark
• Keith Davidson
• Gihan Dias
• Hans Peter Dittler
• Hiroshi Esaki
• Dave Farber (via teleconference)
• Bob Hinden
• Jason Livingood
• Desiree Miloshevic
• Sean Turner
• Rudi Vansnick.

Also present:

• Scott Bradner (Secretary)
• ISOC staff
• observers

Minutes taken by Scott Bradner.

1. Kathy Brown, as President, opened the meeting at 9:07 AM

2. Annual Election of Officers

PURPOSE: Elect officers of the ISOC Board of Trustees.

(a) Election of the Chair of the Board
Kathy noted the start of the AGM, the termination of the old trustee terms, the start of the new trustee terms and the end of the terms of all board officers.

Kathy noted that the ISOC By-Laws require that the officers must be selected by secret ballot as the first order of business of the AGM. Kathy noted that Bob had indicated that he was interested in running for the Chair of the Board position again. She asked if anyone else was also interested. No one was.

Bob spoke to the Board and expressed appreciation for the trust people placed in him and said that he felt there was more important work to do. Bob, and all non-trustees left the room at this point to permit the Trustees to discuss Bob’s candidacy.

Bob and other attendees were then asked back into the room after which ballots were distributed. The ballots were collected and counted by Kathy and Kevin Craemer.

Bob Hinden was unanimously elected Chair of the Board by secret Ballot.

Kathy told Bob that the Board had expressed full confidence in his leadership and was happy with his performance.

Bob then took over presiding over the meeting.

(b) Election of the President
Bob noted that the only possible candidate for the office of President was Kathy. Ballots were distributed. The ballots were collected and counted by Bob and Kevin.

Kathy Brown was unanimously elected President by secret ballot.

(c) Election of the Secretary
Scott said that he was willing to continue to be Secretary for at most two more years at which point he would be retiring. Scott left the room at this point to permit the Trustees to discuss his candidacy. Scott was then asked back into the room after which ballots were distributed. The ballots were collected and counted by Kathy and Kevin Craemer.

Scott Bradner was unanimously elected Secretary by secret ballot.

(d) Election of the Treasurer
Jason said that this would be his final year as Treasurer. He said he would like to develop a successor this year to be Treasurer at the next election, after which he could then serve on the finance committee for a final year for the sake of continuity. He noted that there were a number of important financial issues that would be coming up this year, such as bringing ISOC’s budget into line with revenues. Jason left the room at this point to permit the Trustees to discuss his candidacy.

Jason was then asked back into the room after which ballots were distributed. The ballots were collected and counted by Scott and Kevin Craemer.

Jason Livingood was unanimously elected Treasurer by secret ballot.

The used ballots were collected by Scott who gave them to Kevin with a request that the ballots be destroyed.

3. Welcome, Apologies and Declaration of Conflicts

Bob asked if anyone had any conflicts with any of the upcoming agenda topics. Desiree said she would recuse herself from the PIR related discussions. Hans Peter said he would recuse himself from ISOC financial matters. Bob donated a pair of ISocks (given out by the ISOC many years ago) back to the ISOC.

4. Approve the minutes of the 112th meeting of the Board of Trustees, held 16 June 2014 via teleconference

Narelle moved to accept the minutes of the 112th meeting. Eric seconded the motion, which passed unanimously, except for Keith who abstained.

Resolution 2014-31: Approval of the Minutes of Board Meeting 112.
RESOLVED, that the minutes of Meeting 112 of Internet Society Board of Trustees held by teleconference 16 June 2014 are approved.

5. Action items from the 2013-2014 Board 

PURPOSE: Accept summary of agreed Board action items from the 2013-2014 Board of Trustees.

Rudi moved to accept the summary of agreed board action items of the 112th meeting. Eric seconded the motion, which passed unanimously.

Resolution 2014-32: Accept the Summary of Agreed Board Action Items.
RESOLVED: The ISOC Board of Trustees accepts the Summary of Agreed Board Action Items as conveyed by the 2013-2014 Board of Trustees.

6. Recognition of Outgoing Trustees – Board Chair

PURPOSE: Express appreciation to outgoing Trustees for their service to the Board.

Eric moved to recognize the efforts of the outgoing trustees. Jason seconded the motion, which passed by acclamation.

Resolution 2014-33: Recognition of outgoing Trustees
RESOLVED, that the board thanks outgoing Board members Alain Aina, Raúl Echeberría, Theresa Swinehart and Bert Wijnen for their dedication and outstanding service to the Internet Society.

Bob presented Bert Wijnen, who was present, a plaque commemorating his Board service, and noted that plaques would be sent to the other outgoing Trustees.

7. Board Committees and Charters

PURPOSE: Review the committees of the Board and their charters.
Bob presented, and the Board discussed, an overview of the ISOC board committees.

The meeting broke for lunch at 10:30 AM.

The meeting resumed in Executive Session at 12:01 PM.

Desiree left the meeting at this point.

A number of the PIR board members joined the meeting at this point.

Keith noted that he is under contract to a company that operates a TLD but that he does not have access to any non-public information about the operation of the company.

8. PIR Organization Reviews

PURPOSE:
(a). High-level update on key developments and 2014 Business results.
(b). Review 3-year high-level budget outlook and advice.

Maarten Botterman (PIR Board Chair) and Brian Cute (PIR CEO) provided an update on PIR’s status and plans.

9. PIR NewCo Retail Business

PURPOSE: discuss details of the PIR NewCo Retail Business and proposed ByLaws

The PIR board members left the room at this time.

The board discussed the proposed NewCo By-Laws.

The meeting took a break at 1:16 PM.

The meeting resumed in public session at 1:33 PM.

Desiree returned to the meeting at this point.

Eric moved to approve the NewCo ByLaws. Sean seconded the motion, which passed unanimously by role call vote, except for Desiree, who abstained.

Resolution 2014-34: Approve bylaws of PIR NewCo Retail Business
RESOLVED, The ISOC Board of Trustees approves the bylaws of the PIR NewCo Retail Business.

10. IAOC and IETF Trust Updates 

PURPOSE:
(a). Review of 2013 year-end financial statements
(b). Financial planning for future and IETF venues selection
(c). Update on the IETF Trust

Chris Griffiths (IAOC Chair) presented, and the Board discussed an IAOC report via teleconference.

Bob noted that the Board had received an IETF Trust report from Tobias Gondrom (IETF Trust Chair).

11. IETF & IAB Updates

PURPOSE: Review strategic developments.

Bob noted that the Board had received written reports from Russ Housley on the IAB and from Jari Arkko on the IETF.

Jari provided, and the Board discussed, an update on the IETF/IAB approach to the NTIA transition effort.  He reported that the IAB & IETF were working on appointments to the NTIA/IANA Stewardship Transition Coordination Group.

The meeting took a break from 2:06 PM to 3:00 PM.

12. Advisory Council Update 

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

Scott Mansfield (AC Chair) provided (via teleconference), and the Board discussed, and the Board discussed a report from the ISOC Organization member’s Advisory Council.

13. Report by ISOC UK England Chapter 

PURPOSE: Increased visibility for ISOC Chapters and their activities.

Olivier Crepin-Leblond (chapter chair) and Christian de Larrinaga (previous chapter chair) provided, and the Board discussed, a report from the ISOC UK England Chapter.

14. AOB

a) Welcome a new chapter
Narelle moved to welcome the ISOC Indonesia-Jakarta Chapter. Sean seconded the motion, which was passed by acclamation.

Resolution 2014-35: Welcome the Indonesia-Jakarta Chapter
RESOLVED, that the ISOC Board of Trustees warmly welcomes the new Internet Society Indonesia-Jakarta Chapter which was chartered and approved since the last Board meeting.

Narelle said that she, from a neighboring country, especially welcomed the new chapter.

b) Officer absence
Bob said he was designating Jason as stand-in Board Chair while he is out of contact while sailing to and from Hawaii in July.

The meeting broke for the day at 4:06 PM.

The meeting resumed on Saturday, 28 June at 8:47 AM.

15. Annual Appointment of Committee Chairs and Members

PURPOSE: Appoint chairs and members of committees of the Board

(i). Approve the creation of the Executive Committee, its charter and appoint its members

Keith moved to create the Executive Committee and to appoint Narelle, Dave and Rudi as members. Desiree seconded the motion, which passed unanimously.

Resolution 2014-36: Create the Executive Committee
RESOLVED, that the Board creates the Executive Committee, approves its charter as proposed and appoints Narelle Clark, Dave Farber and Rudi Vansnick as members of the Committee, along with Kathy Brown (President & CEO), Jason Livingood (Treasurer), Scott Bradner (Secretary) and Bob Hinden (Chair of the Board) who serves as chair of the committee.

(ii). Approve the creation of the Finance Committee, its charter and appoint its members

Jason moved to create the Finance Committee and appoint Dave, Sean and Hiroshi as members of the committee.  Rudi seconded the motion, which passed unanimously

Resolution 2014-37: Create the Finance Committee
RESOLVED, that the Board creates the Finance Committee, approves its charter as proposed, and appoints, Dave Farber, Sean Turner and Hiroshi Esaki as committee members, along with Kathy Brown (President), and Jason Livingood (Treasurer) who serves as chair of the committee.

(iii). Approve the creation of the Compensation Committee, its charter and appoint its members

Eric moved to create the Compensation Committee and appoint Eric, Keith, Sean and Rudi as members of the committee.  Sean seconded the motion, which passed unanimously.

Resolution 2014-38: Create the Compensation Committee
RESOLVED, that the Board appoints Eric Burger, Keith Davidson, Sean Turner and Rudi Vansnick as members of the Compensation Committee, along with Bob Hinden (Chair of the Board) who serves as chair of the committee.

(iv). Approve the creation of the Nominations Committee, its charter and appoint its Chair

Narelle moved to create the Nominations Committee and appoint Narelle as committee chair. Hans Peter seconded the motion, which passed unanimously.

Resolution 2014-39: Create the Nominations Committee
RESOLVED, that the Board creates the Nominations Committee, approves its charter as proposed, and appoints Narelle Clark as committee Chair. Kathy Brown (President) serves as a non-voting, ex-officio member of this Committee.

(v). Approve the creation of the Elections Committee, its charter and appoint its Chair

Gihan moved to create the Elections Committee and appoint Gihan as committee chair. Hiroshi seconded the motion, which passed unanimously.

Resolution 2014-40: Appoint the chair of the Elections Committee
RESOLVED, that the Board creates the Elections Committee, approves its charter as proposed, and appoints Gihan Dias as committee Chair. Kathy Brown (President) serves as a non-voting, ex-officio member of this Committee.

(vi). Approve the creation of the Governance Committee, its charter and appoint its Chair

Desiree moved to create the Governance Committee and appoint Desiree as committee chair as well as Eric, Keith, Bob and Scott as committee members.  Keith seconded the motion, which passed unanimously.

Resolution 2014-41: Appoint the chair of the Governance Committee
RESOLVED, that the Board creates the Governance Committee, approves its charter as proposed, and appoints Desiree Miloshevic as committee Chair as well as Eric Burger, Keith Davidson, Bob Hinden and Scott Bradner as committee members. Kathy Brown (President) serves as a non-voting, ex-officio member of this Committee.

(vii) Appointment of ISOC Liaison to IETF Nominations Committee

Keith moved to appoint Desiree as ISOC Liaison to the IETF nomcom.  Sean seconded the motion, which passed unanimously.

Resolution 2014-42: Appoint a liaison to the IETF nominations committee.
RESOLVED, that the ISOC Board appoints Desiree Miloshevic as ISOC Liaison to the IETF nominations Committee for the 2014-2015 term.

(viii). Approve the creation of the Audit Committee, its charter and appoint its members

The Board discussed the proposed charter for the Audit Committee and an associated Audit Committee process document.  Kathy requested that the work of the Audit Committee include overseeing an audit of ISOC’s business processes. Eric agreed and updated the process document to reflect the request.

Eric moved to create the Audit Committee, appoint Eric as chair and Narelle, Gihan and Rudi as members of the committee.  Rudi seconded the motion, which passed unanimously.

Resolution 2014-43: Create the Audit Committee
RESOLVED, that the Board creates the Audit Committee, approves its charter as proposed, appoints Eric Burger as Chair and Narelle Clark, Gihan Dias and Rudi Vansnick as members of the Committee.

The meeting took a break from 9:27AM to 9:45 AM.

16. Board Selection Discussion

PURPOSE: Discussion of ways to improve the nominations and elections process.

Bob presented, and the Board discussed, a presentation on the Board selection process. The presentation included a number of specific suggestions to improve the quantity and diversity of candidates for the Board.

The meeting broke for lunch at 10:48 AM.

The meeting resumed in executive session at 12:01 PM.

17. President & CEO Report

PURPOSE:
(a) Update on Internet governance and Priorities
(b) A report on focusing ISOC for the future, and the fiscal health of the organization.

The Board discussed ISOC’s priorities and involvement in Internet governance activities.

The Board also discussed the status of Kathy’s staff reorganization and fiscal plans.

18. Discuss appointment of ISOC Representatives to NTIA/IANA Stewardship Transition Coordination Group

PURPOSE: Discuss potential representatives to the NTIA/IANA Stewardship Transition Coordination Group.

Jason, reporting for the Excom, reviewed the status of search for the ISOC appointments to the NTIA/IANA Stewardship Transition Coordination Group. The Board discussed all of the applicants and decided to reopen the application period.

The meeting took a break at 3:07 PM.

The meeting resumed in public session at 3:17 PM.

Bob asked the board if they all agreed to hold a Board meeting via teleconference on Wednesday, July 2nd at 1PM UTC to appoint ISOC representatives to the NTIA/IANA Stewardship Transition Coordination Group.  The Trustees all agreed.

19. Review of 2014-2016 Board meeting dates

PURPOSE: Review calendar of Board meetings for 2014-2016.

Kevin reviewed possible dates for upcoming Board meetings.  He said that the Board had previously agreed to meet in conjunction with ICANN in Marrakech, Morocco on Feb 13-14 2015 and on November 7-8 2015 in conjunction with the IETF meeting in Yokohama, Japan. He proposed in the June-July 2015 timeframe in Australia or New Zealand. He also said that the Board had previously agreed to meet on 9-10 April 2016 with the IETF meeting in Buenos Aires. The Board consensus was to meet with the end of year ICANN meeting in 2016 and find another venue for the AGM in 2016.

20. AOB

a) IGF Support
Kathy reminded the Board that it had previously, in Resolution 2013-48, agreed to provide funding of up to $200,000 to support the IGF and had, in Resolution 2014-27, approved the establishment of an Association under Swiss law to provide support to both the Secretariat and to provide support to participants and to regional IGF activities. She said that she wanted to inform the Board that staff intends to use a portion of the money allocated to the Association to support the IGF Secretariat and a portion to support other participant and regional activities.

21. Adjournment of Meeting #113

Narelle moved to adjourn. Keith seconded the motion. There being no objection, the meeting was adjourned at 3:32 PM.

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