Minutes of Board Meeting No. 56

11 – 12 Nov 2006, San Diego, United States

Author: S. Bradner
Date: 2006-12-11
Committee: BOT
Document: 06-56
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

The ISOC Board of Trustees met from 8:03 am PST on 11 November 2006 in San Diego to 11:08 am PST on 12 November 2006.

The following members of the Board of Trustees were present:

Fred Baker
Patrik Faltstrom
Erik Huizer
Daniel Karrenberg
Veni Markovski (via telephone)
Franck Martin
Desiree Miloshevic
Glenn Ricart
Stephen Squires
Lynn St. Amour (President)
Bill St. Arnaud
Patrick Vande Walle
YAN Bao Ping

Scott Bradner (Secretary)

Lynn Duval (ISOC Director of Finance)
Matthew Shears (ISOC Director of Public Policy)
David McAuley (ISOC Director of Membership)
Dawit Bekele (ISOC African Regional Bureau Manager)
Karen Rose (ISOC Director of Education and Programs)
Ed Juskevicius (Chair of the ISOC AC)
Mirjam Kuehne (ISOC Sr. Manager Education)
Ray Pelletier (IETF IAD – for a portion of the meeting)
Terry Monroe (ISOC Director of Development and Membership)
Peter Godwin (by phone for portions of the meeting
Terry Weigler – ISOC Office Manager and Chapter and IM Support
Lucy Lynch (IAOC Chair)

Minutes taken by Scott Bradner.

A quorum was present.

I – Review Agenda and Ratification of past Minutes and e-votes

Daniel reviewed the agenda and added a discussion of the makeup of the Jon Postel award selection committee to the any other business section.

Fred moved to accept the minutes of the 55th meeting of the ISOC Board. Erik seconded the motion, which passed unanimously

Resolution 06-28: Approval of the minutes of past meetings.
RESOLVED, that the minutes of the 55th meeting of the ISOC Board be approved as written.

II – Advisory Council Update

Ed Juskevicius presented an update of the current status of the AC and a draft operating plan for the AC. He reported that in the past there was little participation from the organizational members in AC activities but that about 30 people attended the AC meeting that was held on November 10. He said that the attendees felt the meeting was a good one but that the AC needed more information about what ISOC was working on. He reported that the AC reviewed the proposed major strategic initiatives but felt that they did not know enough about the proposals to make any useful comments. He noted that a number of AC members were attending the board meeting today. The AC hopes that they will get more information about the proposals during the meeting, after which the AC will review the proposals and provide the board with a list of a few of the proposals that they think are the most important.

Ed said that the AC would be putting together a short list of possible ways to improve the communication between the AC and the Board. He reported that the AC will be discussing Fred’s proposal to reduce the size of the board and will provide input to the board. Ed then reported that the AC will be meeting Friday afternoon after the IETF meeting in Prague and will have a preparatory conference call before then.

Glenn encouraged the AC to execute on their plan and said that he felt it was important that the AC provide input to the board.

Daniel reviewed the “take-aways” (slide 8 in Ed’s presentation). He said that board agendas are now published well in advance of meetings and that the board is developing and publishing a 12-18 month work plan. He said that the board should discuss AC access to the board mailing list but that he did not think he would have the time to produce a monthly report on ISOC activities for the AC.

Jonne Soinenen said that he felt that the AC would like to advise the board but felt that they needed more information in order to do. Stephen suggested that the AC could be of great help if they could help the board understand the possible long term trends and possible ISOC activities.

Lynn said that advice from the AC on proposed activities is important and in addition, she feels that one of the most helpful functions the AC could play is to advise the ISOC about things that the ISOC is not doing and should be. Jonne Soinenen said that the AC needed more information on what the ISOC is doing in order to understand what ISOC is not doing.

III – Board Work Plan

Daniel discussed the work/meeting matrix he provided to the board. He said that he would like the board to help fill in the matrix. Daniel proposed that the next board teleconference be on May 21st, 2007 between 10am and noon US ET. The board agreed to that date and time.

Daniel proposed that another board teleconference be held on October 15th, 2007 also from 10am to noon US ET. The board agreed to that date and time. The board discussed the dates for the next face-to-face meeting and decided on the Saturday and Sunday (December 1st & 2nd 2007) before the IETF meeting at the IETF meeting venue (the venue has not yet been announced). Daniel proposed that the first board teleconference of 2008 be held on January 21st, 2008 also from 10am to noon US ET. The board agreed to that date and time. Daniel then reviewed the rest of the matrix and asked for comments.

Lynn noted that there were several strategic discussions coming up and as an example cited discussions under way in various communities with respect to IP address allocations, and various activities underway in the IETF/IAB such as the so-called Net Neutrality or recent IAB Routing workshop. She indicated that this would likely have implications for the ISOC and for ISOC activities.

Daniel asked how these issues would impact the board work plan, as they seemed most appropriate for staff action. Lynn said that the staff would provide reports on both the “Internet model” and the relationship between the IETF/ISOC and the ITU concerning Internet Governance related matters for the Prague meeting.

IV – President’s 2006 Operational Report

Lynn discussed the past year of ISOC activities in support of the IETF. She said that it had been a very busy year but that things were going well. She noted that the role of the ISOC board was changing due to the need to provide higher-level oversight rather than management particularly concerning both the IETF and PIR. Lynn introduced the ISOC staff present at the meeting. (See the list of attendees above.) She reviewed the 2006 budget as compared to the forecast for 2006. She said that she expects there will be a shortfall in the member related revenues and sponsorships of between $300K and $400K this year.

Lynn reported that the ISOC had expected an increase in Platinum contributions as part of an extended fundraising activity related to our increased support to the IETF and a change in hosting for the IETF meeting model, but this model took longer than expected to define and the take-up has also been slower than expected. She said that there has been some recent success; we have secured commitments of $50K for 2006 and advance commitments of $175K for the IETF meeting next spring, so she believes the model is appropriate and our efforts will pay off in the coming years.

Lynn noted that NeuStar was joining the ISOC as a Platinum member early next year as a result of the new IETF meeting model. She said that the IETF registration fees were running quite close to budget and that the .ORG contributions were running ahead by about $600K due to the additional surplus from 2005. She said that the current projection on the revenue side of the budget was that total revenue will be a little over $300K over budget and that expenses will be a little over a million dollars less than budgeted. She said that a large part of the difference came from the delay in bringing on new staff. She said that this was due primarily to two facts: there had been many more applicants than expected, and that the staff had run a very broad and inclusive process, all of which takes significant time.

She also noted that ISOC will have cash on hand of just over 6 months against operating expenses which is an appropriate reserve level for an organization such as ISOC; and that this is nearly one year ahead of schedule against commitments made to the Board and to the IETF. Lynn also discussed the balance of ISOC revenues in light of IRS rules about “public support” for non-profit organizations.

Reports were submitted in advance of the board meeting covering ISOC operations and financial performance:

See the Board materials for the specific reports.

* Public Policy: 2006 program status (M. Shears)
* Education: 2006 program status (K. Rose)
* ISOC’s 2004 Strategic Planning Activity – A 2006 update (M. Kuhne)
* Organization Membership: 2006 program status (T. Monroe/D. McAuley)
* IAOC (L. Lynch)
* Membership system survey report (P. Godwin)
* Membership: project funding (D. McAuley)
* IT: 2006 report (P. Godwin)

In addition, the following reports were submitted about the activities of the IAB and IETF:

See the Board materials for the specific reports.

* IAB (L. Daigle)
* IETF (B. Carpenter)

Bill asked about the comment about a new Internet architecture in the IAB report. Lynn responded that the IAB was reviewing various documents with the purpose of revisiting the principles that stood behind the Internet and its development. Lynn also responded that the IAB had held two workshops (unwanted traffic and routing) and that they were considering the impact of what they heard on the Internet architecture and clarified that they were not designing a new Internet architecture.

V – 2007 – 2009 Budget and Financial Presentation

Glenn discussed a proposal to state the ISOC budget in a more activity-centric model. For example, there is a plan to update the web site and this activity is not easily visible as it does not affect the P&L directly but rather shows as an expense under depreciation or amortization on the G&A schedule. Glenn said that this activity would be more visible in an activity-centric model.

Daniel added that he considers activity based budgeting an essential tool for the society and especially for the board. Lynn said this is in fact done through our day-to-day financial processes and we simply need to implement this in our reporting and budget schedules. Daniel said that he will work with Lynn, Glenn and the CFO being hired to implement this as soon as practical. Lynn provided a high-level overview of the strategic direction for the budgeting (see the Board Book) then introduced ISOC staff who discussed their individual areas:

Matthew Shears said that the ISOC currently plays a significant role in Internet governance issues and must continue to do so in the future. He said that this will take time and resources. He said that the ISOC was focusing on the “user centric Internet” and that this will encompass efforts such as the ITU-T NGN effort and the regulatory discussion about “network neutrality.” Matthew said he thinks the ISOC can do better to reach out to ISOC members to develop ISOC policy in this space. He said that the long term benefits combined defending the Internet model along with educational efforts about how the Internet works etc.

Bill asked if the ISOC will be expanding support for these areas. Lynn said that there is an additional position in the budget for this effort. Stephen suggested that the ISOC could have produced a definitive definition of network neutrality, and could still do this. He relayed a story about the development of a formal definition of the Internet a number of years ago and how helpful that was. Lynn reported that she, ISOC staff and John Kensin had been discussing this topic based on a discussion at the last board meeting. Matthew said that he would have a new draft of a position paper about network neutrality. Patrick noted that most of the US discussion on network neutrality was focused on regulation and that this had made the development of a paper more difficult. Stephen suggested putting together a list of what people have said about network neutrality to clarify the range of understanding about the topic.

Franck said that it appears that the ISOC in the policy pillar is being more reactive rather than proactive. Veni asked that the ISOC focus more on international level rather than at national levels (for example, the US discussion on network neutrality). He said that some national policies (for example US carriers charging Google for quality or access) may have wide spread impact outside of the US.

Karen Rose discussed ISOC educational efforts. She noted that ISOC’s education and policy activities have an important nexus: today’s ISOC students have the potential of becoming tomorrow’s leaders. Karen described the overall education thrust as enhancing and expanding the ISOC educational efforts. She discussed enhancing the administrative structure that supports ISOC education programs, enhancing the evaluation of the program impact, and enhancing the communication and follow-up with students after they complete the ISOC programs. Karen then discussed the expansion of educational programs, including expanding the ISOC education profile in the international arena, introducing new programs, and expanding education programs for policy makers.

Desiree asked if there were specific efforts to identify important targets for the policy education work. Karen replied that the ISOC was working to identify the most effective engagement level for specific policy issues, noting that for some issues international engagement would provide the most impact while for others education is most needed at national levels.

Mirjam Kuehne noted that the ISOC regional bureaus help provide more localized information about educational needs and opportunities. Patrick asked for information about the ISOC Fellows to the IETF ISOC had supported. Karen reported that the program was first implemented for the Montreal IETF meeting, where support was provided for two attendees and expanded to three attendees for the IETF meeting in San Diego. She said he said that these for these meetings, the program was run as a pilot and that the ISOC staff was developing a formal program which will include a public application and formal selection process. Lynn noted that there were a lot of components in this effort including a mentor program for the supported attendees. Franck said that there was a need for ISOC to communicate appropriately with the relevant chapters when it does activities in chapters areas. Karen said that she expected that an announcement would be sent to the chapters in early January in advance of the selection round.

Ray Pelletier reported that 2006 was the year when the IETF Secretariat function moved to NeuStar Secretariat Services (NSS) and that, since then, the meeting model had progressed quite significantly. He reported that the scheduling of future IETF meetings was far ahead of recent years. He also noted that the IASA was working on new models for hosting IETF meetings that would offer more flexibility than the current all-or-nothing model, as well as working to standardize all major contractual items. He said that he felt that the meetings and meeting requirements are now well understood and under control. Ray then noted that a RFP will be issued next year for the Secretariat function.

Fred suggested that Ray develop some clear presentations for the ISOC Board and the IETF explaining the budget for the IETF. Ray said that some of the information was already on the web page but that he would review it again. Ray noted that the effort to improve the IETF software tools was continuing and that the “ID tracker” was being extended “up” to support the RFC Editor operation and “down” to support working group chairs managing the flow of documents through their working groups. Ray said that 2006 had been a great year for the RFC Editor – the backlog had been eliminated, processing times had been significantly reduced and a new, formal, vendor relationship was under discussion with ISI. He said that the contract currently being discussed was for two years and that there would be a new RFP for the RFC Editor functions in 2008.

Ray noted that the RFC Editor was now being viewed as two separate functions: the RFC Editor and copy-editing and that these and other changes were being reviewed within the IETF. Ray reported that a service level agreement with ICANN for the IETF IANA functions was being finalized and that part of the tools development over the next year would be to provide an integration of the IANA tools and the IETF tools. He reported that the IANA responsiveness had improved.

Daniel asked Ray where he saw major challenges and what should the ISOC board know? Ray responded that there might be some possible issues with working out the new hosting model but that he was getting good ISOC staff support working out the issues.

Terry Monroe reported on activities involving membership and chapters. He said that he has three areas of focus: obtaining new members and retaining current ones, fund raising for the IETF and to support educational efforts and chapter development. Terry then discussed each of these efforts.

1 – membership
Terry first discussed the issues he is working on that relate to organizational members. He said that the ISOC needs to figure out how to increase value for organizational members. He noted the good turnout at the AC meeting yesterday but said that there was a need to reach out to members who do not participate, as well as getting more people within each organizational member involved (for example, people interested in the ISOC efforts in the policy arena). Terry said another major area was exploring how to get new members. He also said that the ISOC must be able to say what the return on investment for an organizational member is, for example, the ISOC could show what the ISOC does that will help companies (For example, policy activities or more Internet deployment in the world.)

Fred suggested providing additional information about ISOC policy activity and getting organizational member people involved in programs as speakers etc. Terry said that ISOC needed to communicate what ISOC is doing to members and others. He also said that there was a need to look at the dues structure and a need to be able to better distinguish between membership levels to encourage higher-level memberships. He asked the board members to get him contact info for potential members and proposed putting together a presentation for board members to use to introduce the ISOC to potential members. Terry then discussed the need to engage in fund raising, for the IETF and for the ISOC educational programs. He mentioned that staff (under the leadership of the Membership department) would be pulling together a sponsorship program for many of our activities and would be building on various IETF/IASA activities in order to pull-in additional sponsorship revenues for the IETF.

Finally Terry discussed the issues he is focusing on that relate to chapter development. He said that the ISOC needed to work on communication and tools, address the current language issues with the tools, and badly needed to fix the problems with the database and membership system. He said he was thinking about developing a set of best practices for chapter operation and possibly holding regional seminars to enable chapters to teach other chapters what processes work best. Terry reported that the current proposals for the project funding initiative were being evaluated by the Project Funding Committee. He said that some new board members would be needed next year for the Project Funding Committee.

Daniel suggested that a chapter section be developed on the web site and to actively pull information from chapters to put in that section. Terry reported that the chapters are excited that new ISOC staff are coming on board to work with chapters.

Franck emphasized that there is an urgent need to get the database fixed and to improve the communication with the chapters. He suggested that it would be nice to include significant chapter activities in the next ISOC annual report. He said that the whole presence of ISOC on the Internet via its web sites and mailing lists needs to be redefined coherently and implemented.

Patrick said that there was a need to clarify the relationship between ISOC membership and chapter membership and, in general, make membership easier (for example, not separate ISOC and chapter membership at time of joining). He wondered why there was a need to ask ISOC members to renew if they are active in a local chapter. ISOC staff replied that this was a policy issue which could certainly be changed but that this had been previously agreed in response to specific input from chapters. Franck noted that the same issues exist with organizational members in chapters and in ISOC as those that exist with individual members.

Lynn then discussed the 2007-2009 budgetary plan. (see Board materials) Lynn reported that ISOC efforts relating to the IETF had taken a lot of time this year but the level of effort required should be reduced in the future. Lynn noted again that ISOC will have cash on hand of just over 6 months against operating expenses which is an appropriate reserve level for an organization such as ISOC; and that this is nearly one year ahead of schedule against commitments made to the Board and to the IETF. She also noted that the budgetary plans for 2007 – 2009 were based on maintaining a six (6) month reserve level. She then reviewed the revenue part of the draft 2007-2009 budgetary plan. She noted projected level of revenue from sponsorship for IETF and other activities.

Glenn noted that historically projections for increases in organizational revenue have proven to be overly optimistic and asked that fallback plans be developed for dealing with any shortfall that might happen in future years. Lynn then reviewed the expenses part of the draft 2007-2009 budgetary plan. She noted that the ISOC had doubled staff over the last year. She said that the increase in salary expense in 2007 was due to carrying full year costs of those employees who were hired during 2006 but were not on the payroll for the full year. She said that an overall increase of 4 people is planned by the end of 2007 (for a total of 26 FTEs) with a few additions in later years.

Bill asked if there where any liabilities for pension plans. Glenn said that the plan was a direct contribution one and posed no additional liability. Bill asked if the proposed staffing plans were enough considering what the ISOC should be doing. Lynn responded that the staffing plans did not take into account new strategic initiatives as they had not yet been determined but that this was expected to be covered from within the funds set aside to support these projects.

Lynn noted the level of funding for the external programs is proposed to increase from $1 M USD this year to $2 M USD by 2009 and that the strategic initiatives would start at $1 M USD in 2007 and raise to $2.5M USD by 2009. She noted, however, that since the strategic initiatives have not yet been approved the budget numbers may be high. She also noted that she expected to bring in additional partners and additional resources depending upon the project selected. Glenn said that the priorities of different ISOC activities needed to be clear in case of any revenue shortfall. Lynn then reviewed the G&A summary. Glenn asked if the budgets for office expense etc took into account the new staff that will be coming on-board. Lynn said it had been taken into account.

Bill moved that the board approve the proposed 2007-2009 budgetary plan. Fred seconded the motion. The motion was unanimously approved.

Resolution 06-29 Approve 2007-2009 budgetary plan
WHEREAS the board wishes to agree on a budgetary plan for the medium term and thereby provide guidance to the CEO when preparing the annual budgets,
RESOLVED, that the 2007-2009 budgetary plan will be as documented by the 2007-2009 budget book.

VI – The 2007 Budget

Lynn reviewed the proposed 2007 Budget. She noted that the different ISOC departments and pillars had provided background reports relating to the budget and activities.

* Public Policy: 2007 programs (M. Shears/C. Bommelaer)
* Education: 2007 programs (K. Rose/M. Kuehne)
* Education: Program budget annex
* Membership: 2007 programs (T. Monroe)
* Proposed changes to elections procedure
* Proposed changes to project funding procedure
* IT: 2007 plans (P. Godwin)

Veni asked if the funding for chapter activities and development could be increased. Daniel said that he would rather add staff support for chapters before increasing the budget for chapter activities and development. Erik noted that there is other funding going for chapter activities that are in the budget under different headings. Patrick asked if the proposed budget included money to support chapters holding events. Lynn said that the ISOC has been providing other assistance and has provided funding for some events but does not have a detailed program for this. She said that the staff could develop a program for such support (including, for example, selection criteria and tools for increasing local support/finding matching funds) and bring it back to the board if the board wanted that done. The board discussed the suggestion and agreed to ask the staff to work on a proposed process.

Glenn moved to approve the 2007 budget. Fred seconded the motion. The motion was approved unanimously.

Resolution 06-30 Approving the 2007 budget
RESOLVED, that the Board approve the 2007 Budget as presented by President and CEO Lynn St. Amour and as documented in the 2007 – 2009 Budget Book.

VII Review of Proposed major Strategic Initiatives

Lynn provided a high-level review of the board discussion on strategic initiatives. She said that the general feeling was that the initiatives should be long-term ones (5-10 years). She reminded the board that the IAB had produced an Internet Draft discussing the need for supported research and said that she had met with various people about this sort of thing (including people in the US government and the EU). Bill said that he felt that Lynn should be one of the people proposing initiatives to the board since it was important for the staff and Lynn to be enthusiastic about such initiatives.

Stephen presented his thoughts about the Internet in 2020. He discussed the implications of an infrastructure that supported terabits to the desktop. For example, full immersion virtual reality. He described a possible initiative on trust in the network of the future. He said that a number of the proposals in his presentations are now being worked on around the country. He noted that the role of the current Internet in these activities is to provide basic email and the like and remarked that this was short-sighted. Glenn proposed that the ISOC convene meetings to discuss the Internet of the future. Stephen worried that the Internet, if unchanged, will play the same role in the future that the phone system does today. Erik presented his view of the present and future of the Internet, which included operator opinions from the North American Network Operators Group (Nanog). He described the same terabits to the desktop world that Stephen did but started from the issues with the Internet of today. He suggested that the list of problems developed by K Clafy might be a good start on the initiatives that ISOC could work on. He noted that the important issues will take long-term (maybe 10-15 years) research. He said that the Internet of today has generally stopped innovating. Fred reported that the FCC technical advisory committee has been meeting for quite a while and the general opinion of the carriers is that there is no demonstrated need for high bandwidth since customers have not bought such services when they have been made available. He went on to say that products were becoming available that will strain existing capacity.

Franck said he liked the Internet 2020 view but we should be careful that this view is not only for developed countries but also includes developing countries. He said that the Internet 2020 vision is a good goal to present to the developing countries and encourage them to develop ICT policies that would fit the vision. He also said that he is worried that the everyday problems such as spam if not treated in the vision may make the whole vision irrelevant.

Stephen noted that his view of the Internet in 2020 depended on universal trust. He provided an example of establishing trust in email by a conversion to signed email on a predefined date.

Glenn said he liked the Internet in 2020 as a unifying framework and maybe ISOC could convene a series of workshops to try to develop some understanding of what “Internet in 2020” entailed.

Bill noted that there was a lot of work being done in many places on this sort of thinking and noted the expertise resides in the IETF.

Fred noted that some of the main issues revolve around connectivity and services in the developing countries. He reminded the board that these are things that the ISOC has worked on for years.

Patrik noted that the Swedish government has developed an Internet in 2020 report focusing on what is needed of policy makers. Franck noted that spam is the type of major issue that worries many Internet users.

Daniel summarized the discussion as saying that the board consensus was that at least one of the major initiatives need to be visionary.

Stephen suggested that the initiative needed to be both visionary and inclusive – inclusive for the developing countries. Erik noted that it is not possible to develop something like the Internet without dealing with the policy issues. But developing a 2020 vision would be good, after which the board should come back and discuss ways to reach the 2020 vision. He noted that there will be multiple paths. Lynn said that one thing we could do was to find out if there are any gaps in the basic research underway and bring any gaps to the attention of research and funding groups.

Stephen said that there is some research in most of the important areas and that prototype working systems already exist. He said that it would be great if the ISOC and the IETF would understand that the Internet of 2020 is as different from today as today is different from the pre-Internet time. Mike Nelson said he likes the 2020 concept but he says we will never get there unless the trust problem is solved, standards are developed and that the regulations do not shut down the user driven Internet model.

Glenn said he particularly likes the idea of inclusiveness. Bill said he worried that too much focus on Internet in 2020 would move us away from the IETF. He noted that the IAB paper on the need for research included some important shorter-term issues. Stephen suggested reviewing recent IETF activity to see what might be missing.

Franck suggested creating the 2020 vision then working with the IETF to determine what types of activities the IETF could engage in to help get the vision realized. Daniel closed the discussion on the long-term vision and proposed that we move to a review of the specific proposals that has been already developed.

Lynn said that she is taking an action item for the staff to start to develop a 2020 vision for the March meeting with communication between the staff and the board and others in the meantime. Daniel suggested that the staff send a first rough draft to the board before the holidays for discussion at the January board call. Bill urged that the staff consult with Vint Cerf and others, including in the IETF, to understand what is already going in this area.

Lynn introduced an overview of the strategic initiative proposals that have been received. Lynn proposed that the staff review the proposals in more depth and propose a dispensation for each one to the list Franck asked how many of the initiatives could actually be done. Lynn said that it was not yet possible to tell since the proposals had not been evaluated to that degree. Fred suggested that the staff review the proposals and go back to the proposal writer to work out the details, cost and benefits.

Daniel summarized the discussion: The board asked the staff to evaluate the proposals in terms of desirability and cost – report back in time for the January teleconference, further discussion and approval of some (or none) proposals in March. Daniel asked if the strategic initiative proposal process should be ongoing The board discussed the issue – Lynn suggested that the staff fill out the vision in the major initiative (e.g., internet 2020) and put into place a process to solicit projects to fit into the framework of the strategic initiative.

Stephen suggested that there are some areas, such as trust, that are clearly needed to be worked on. For example, work out ways to encourage the rollout of DNSSEC. Erik volunteered to make an attempt at describing a process for the ISOC to implement a strategic initiative. Glenn asked how to best get the involvement of the AC and chapters.

Ed Juskevicius asked when the best time for the AC to get involved. Fred said that he expected that Erik would have his draft done soon, that the current proposals can be put on the web page, and the AC could comment at that time. Stephen suggested communication with the proposers to say that their proposals stimulated a good discussion in the board and ask for their continued ideas.

VII – Review of financial options to support Major Strategic Initiative(s), Public Support Test for Charitable Organizations and long-term financial planning
Lynn & Glenn reported on the review of possibilities of dealing with meeting the public support test. They said that there was no current pressing issue that needed to be dealt with but that there were options should the need arise and that these had been covered in the Board briefing package..

VIII – Chapter Status Report

Terry Monroe reported on the results of the chapter survey (see Board materials). He said that there was a 52% response rate. He reported that some of the chapter delegates expressed that they did not like the current email-based discussion list because they get caught up in discussions that they were not interested in. Veni noted that the ISOC database was not up to date on the current membership, largely because it is so hard for the chapters to update the database. He also suggested that the staff attempt to call the contacts of inactive chapters rather than just rely on email. Lynn responded that the staff does try all contact methods and Terry Weigler reported that there is some method for bulk update of the database. Veni reported that it was taking too long to get chapters approved. Daniel said that the staff will focus on these issues and get them resolved.

Franck regretted that the chapter status report is far from complete which he felt is stopping the board to progress on the issue of the relation between chapters and the ISOC. He suggested that the staff come back with a complete list and recommendations on what ISOC should do with each chapter in difficulty. He said that he had not observed any one complaining about the load on the chapter delegate list on the chapter delegate list itself. Franck and Daniel said that they had both seen such complaints and that the load of the list can sometimes get quite heavy.

Veni said it would be a good thing to send a note to the chapters list that says the board has asked the president and chair to clean up the chapter list. He suggested that an updated list be published in Jan listing only the known active chapters. Ole Jacobsen (former VP for chapters) reminded the board that there had been past discussions of developing alliances with organizations that do work in the same general areas as the ISOC does and suggests that the survey ask if there are such organizations in their areas. Daniel- suggested that the staff work on the issues that have been discussed and report back to the board at the Jan teleconference. Frank – suggested finding out what chapters are legally registered in their country. Terry asked that any board member who has information on chapters that are blank on the spreadsheet please let him know.

David McAuley discussed the membership system. He reported that a new chapter survey has been completed and that Terry and Anne will deal with making sure that the ISOC has a useful membership system and that all possibilities are on the table. Terry said that he expected to have a concrete plan for the membership system by the March board meeting. Veni said that even if the staff decides that a new system is needed that some updates must be done to the existing system in order to operate.

Desiree asked if anyone is using the current system. Terry Weigler responded that many people are using it. Lynn Duval reminded the board that the Go Members system was designed to operate as a combined membership and accounting system but since it was put into operation Go Members discontinued the accounting package so ISOC will need to get an accounting package. Lynn St. Amour noted that she appreciated the staff’s efforts in trying to deal with these problems.

The meeting adjourned at 5:15pm PST for the day.

The meeting resumed at 8:01am PST in closed session.

IX – Appointing PIR directors

The open session resumed at 8:45am PST.

X – Ratification of motions passed in the closed session

Stephen moved to ratify the motions made in closed session. Fred seconded the motion. The motion carried unanimously except for Erik who abstained.

Resolution 06-31
RESOLVED that the motions passed in closed session are ratified.

The resolutions passed in closed session included:

Resolution 06-32 Selecting a PIR board member to fill Glenn Ricart’s seat
RESOLVED that Glenn Ricart is reappointed to the PIR board for another term.

Resolution 06-33 Adopting a process for filling Pindar Wong’s seat on the PIR board
RESOLVED that the ISOC board appoint a person to fill out the remainder of Pindar Wong’s term on the PIR board with the effective date of the appointment to be determined by the Chair of the ISOC board.

Resolution 06-34 Selecting a PIR board member to fill Pindar Wong’s seat.
RESOLVED that the ISOC board appoint Erik Huizer to fill the remainder of Pindar Wong’s term on the ISOC board with the effective date to be determined by the Chair of the ISOC board.

XI – ISOC NomCom Committee Appointments

Franck moved that the Board accept the ISOC 2006-2007 Nominating Committee slate as proposed by Nomcom Chair Bill St. Arnaud. Patrik seconded the motion, which carried unanimously.

Resolution 07-35 Appointing the ISOC 2006-2007 Nominating Committee
RESOLVED, that the Board accept the ISOC 2006-2007 Nominating Committee consist of Bill St. Arnaud (chair), Ole Jacobsen, Jonne Soininen, Mike Nelson, Kilnam Chon, Daniel Stern, Wladyslaw Majewski, Alex Gakuru and Kimberly Claffy as proposed by Nomcom Chair Bill St. Arnaud.

Fred reported on the status of the Elections Committee, which he chairs. He said that he was still recruiting members for the committee.

XII – Governance Proposal re reducing Board Size – Baker

Fred discussed his proposal to reduce the size of the ISOC Board. Fred reminded the Board that while the current Board was 12 voting members (plus the President, who is a non-voting Trustee) the old ISOC board was 15 voting members and that, if the ISOC exceeds a threshold number of individual members the board would again increase to be 15 voting members. He said that, as a previous Chair, he found a board of 15 members to be very hard to manage. Fred proposed two different ways to reduce the size of the board in an email message to the board last summer. Patrik suggested that there was a need to clearly describe the qualifications for ISOC board members.

Daniel said that he also felt that a 15-member board is too hard to manage but he felt that the ISOC board should be larger than the PIR board. He also said that he did not like the idea of electing half of the board every year since it would be hard to ensure continuity and that he felt that a two-year term was too short. Patrick said that he was not sure that this was an urgent matter at this point since under current conditions it will be quite a while before the number of individual members exceeds the threshold. He said that he agreed with Daniel that two-year terms were too short and worried that four year terms are too long. He also said that he felt that it was important to hold elections more frequently than every two years to keep in touch with the membership. Bill suggested retaining a consultant who specialized in board governance.

Veni said that he did not think there was a problem that needed solving at this point. Stephen said he understood Fred’s concerns but does not believe that this is a good time to change things. He said that there were too many changes happening in the Internet community, within the IETF and about regulation of the Internet, at this time and that a stable ISOC is important in this light. He also said that holding an election every year is resource intensive.

Daniel said that he does not think that there is a need to change at this time, that Bill’s suggestion is an interesting one, and that annual elections do take a lot of effort.

Franck said that he likes the annual elections as a way to keep in touch with the chapters and members. Glenn said he agrees with Fred that a 15-member board was too large. He said he also worries about the possibilities for disruption if half the board turns over at an election.

Bill referred the board to the resources at www.boardsource.org. Desiree said that the ISOC has two current models (individual memberships and chapters) that are not working and that should be dealt with before any changes in the board.

Veni disagreed with Desiree in that he thinks that the chapters are working well. Erik agreed with Glenn

Daniel said that he did not see consensus or a potential for consensus is small at this time. Fred said not proceeding at this time is, in effect, making a decision to not change things. Lynn said that she did see some agreement that a 15-member board is too big. She said that Bill’s idea of employing a consultant was interesting, at least for some basic discussions. Stephen said that his experience with such consultants has not been positive. Daniel suggested hiring a consultant for an independent view on the board size provides the opportunity to have them brief new board members of their duties and responsibilities under the law at the same time.

Veni suggested that this information could be put in the form of a book for board members. Glenn asked if there was any interest in discussing the ratio of how many board members are selected by each group. Veni said that he did not think it was a good idea to discuss this topic. Glenn said that he did not see consensus to proceed further on the topic of a smaller board at this time. Daniel agreed and thanked Fred for bringing up the topic – saying that it was important for the Board to discuss these sorts of things from time to time.

XIII – ISOC’s Role in IETF Process Documents

Fred moved that the ISOC board accepts or confirms its acceptance of the current IETF process documents, Glenn seconded the motion.

Scott provided a background of the IETF process documents and the role of the ISOC in them.

The motion passed unanimously

Resolution 06-36 Accepting the IETF process documents
RESOLVED, that the Board of Trustees accepts or confirms its acceptance of the IETF process documents current at this time, and accepts the responsibilities of ISOC as described in these documents. The IETF process documents consist of the following:

• Bradner, S., “The Internet Standards Process – Revision 3”, BCP 9, RFC 2026, October 1996.
• Bradner, S., “IETF Working Group Guidelines and Procedures”, BCP 25, RFC 2418, September 1998.
• Internet Architecture Board and B. Carpenter, “Charter of the Internet Architecture Board (IAB)”, BCP 39, RFC 2850, May 2000.
• Harris, S., “IETF Discussion List Charter”, BCP 45, RFC 3005, November 2000.
• Harris, S., “IETF Guidelines for Conduct”, BCP 54, RFC 3184, October 2001.
• Daigle, L. and Internet Architecture Board, “IETF ISOC Board of Trustee Appointment Procedures”, BCP 77, RFC 3677, December 2003.
• Rose, M., “A Practice for Revoking Posting Rights to IETF mailing lists”, BCP 83, RFC 3683, February 2004.
• Galvin, J., “IAB and IESG Selection, Confirmation, and Recall Process: Operation of the Nominating and Recall Committees”, BCP 10, RFC 3777, June 2004.
• Klensin, J. and S. Dawkins, “A Model for IETF Process Experiments”, BCP 93, RFC 3933, November 2004.
• Wasserman, M., “Updates to RFC 2418 Regarding the Management of IETF Mailing Lists”, BCP 94, RFC 3934, October 2004.
• Bush, R. and T. Narten, “Clarifying when Standards Track Documents may Refer Normatively to Documents at a Lower Level”, BCP 97, RFC 3967, December 2004.
• Bradner, S., “IETF Rights in Contributions”, BCP 78, RFC 3978, March 2005.
• Bradner, S., “Intellectual Property Rights in IETF Technology”, BCP 79, RFC 3979, March 2005.
• Austein, R. and B. Wijnen, “Structure of the IETF Administrative Support Activity (IASA)”, BCP 101, RFC 4071, April 2005.
• Huston, G. and B. Wijnen, “The IETF Administrative Oversight Committee (IAOC) Member Selection Guidelines and Process”, BCP 113, RFC 4333, December 2005.
• Carpenter, B. and L. Lynch, “BCP 101 Update for IPR Trust”, BCP 101, RFC 4371, January 2006.
• S. Bradner, Ed., “RFC 3978 Update to Recognize the IETF Trust”, BCP 78, RFC 4748, October 2006.

Fred noted that he thought that the board was up to date and was surprised that the board was not. He suggested that it is the responsibility of the IETF to inform the ISOC when new process documents were approved.

Lynn called to the Board’s attention the fact that there were some pending changes in the ISOC organizational structure and in two short speeches, she thanked Mike Nelson and then David McAuley for their service and support.

Franck then moved that the board thank Mike Nelson and David McAuley for their excellent work on behalf of the ISOC. Patrick seconded the motions. The motions passed unanimously

RESOLUTION: RESOLVED, that the ISOC President and CEO and the Board of Trustees thank Michael R. Nelson for all his efforts and support as ISOC’s VP of Public Policy.

RESOLUTION: RESOLVED, that the ISOC President and CEO and the Board of Trustees thank David McAuley for all his efforts and support as ISOC’s Director of Membership and Chapters.

Veni expressed particular thanks to both Mike and David.

XIV – any other business

A – Postel award committee
Daniel described the Postel award committee and asked the board to think about who should be on the award committee and to suggest suitable people to him. Lynn noted that volunteers had been solicited from the ISOC membership in the past. Daniel asked Lynn to publish his request according to tradition. He added that he will inform the board about the constitution of the committee before it starts work.

B – Swiss Registry of Commerce
Daniel said that he had signed paperwork to clean up the registration of ISOC in Geneva. Lynn is now the sole representative of the Swiss subsidiary. He said that he belatedly realized that he should have checked with the board first, since this in effect constitutes a formal delegation of board powers. He said that he and Lynn are taking the opportunity to formalize the delegation of powers within ISOC.

Bill moved to adjourn and Glenn seconded the motion. With no objections. Tthe meeting was adjourned at 11:08 am PST.

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