Minutes of Board Meeting No. 51

10 – 11 Feb 2006, Utrecht, Netherlands

Author: S. Bradner
Date: 2006-02-11
Committee: BOT
Document: 06-51
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimited

The ISOC Board of Trustees met from 9:13 am CET on 10 February 2006 to 6:00 pm then from 8:30am to 11:30 am CET on 11 February 2006 in Utrecht Netherlands, proper notice having been provided to the Board of the meeting.

The following members of the Board of Trustees were present:

Fred Baker (chair)

Steve Crocker
Rosa M. Delgado
Erik Huizer
Daniel Karrenberg
Veni Markovski
Desiree Miloshevic
Glenn Ricart
Stephen Squires (via telephone)
Lynn St. Amour (President)
Patrick Vande Walle
Margaret Wasserman (via telephone)
Pindar Wong (via telephone)

Also present were:

Scott Bradner (Secretary) (via telephone)
David McAuley (ISOC staff) (via telephone)
Mike Nelson (ISOC VP Public Policy) (via telephone)
Brian Carpenter (IETF Chair)
Leslie Daigle (IAB Chair) (via telephone)
Martin Kupres (ISOC Staff)
Matthew Shears (ISOC Director of Public Policy)
Mirjam Kuehne (ISOC Staff)
Ed Juskevicius (ISOC AC Chair) (via telephone)
Ambassador Karklins – WSIS II PrepCom Chair
Nitin Desai – WGIG Chair and UNSG’s appointment to the Internet Governance Forum (IGF) – (via telephone)
Martin Boyle (UK) – EU/National Representative to WSIS
Lucy Lynch (IAOC Chair) – (via telephone)
Ray Pelletier (IAD) (via telephone)
Michiel Leenaars – Director – ISOC Netherlands Chapter

Minutes taken by Scott Bradner.

A quorum was present on both days.

I – Formal Board Business

(A) Approval of Minutes of past BoT Meetings 30 October 2005

Pindar moved to approve the minutes of the meeting of 30 October 2005, Rosa seconded the motion. The motion was unanimously approved.

Resolution 06-01: Approval of the minutes of the 30 October 2005 meeting of the Board of Trustees
RESOLVED that the minutes of the 30 October 2005 meeting of the Board of Trustees are approved.

(B) Confirmation of Electronic Votes

I – ISOC’s 2006 Budget

Daniel moved to confirm the electronic vote approving the ISOC budget, Glenn seconded the motion.

Resolution 06-02: Confirmation of the Electronic Vote approving the 2006 ISOC budget.
RESOLVED that the electronic vote approving the 2006 ISOC budget be confirmed.

09:15 – 09:30 ISOC BoT Chair Address – F. Baker

Fred said that ISOC can declare success in a number of areas – in particular the relationship with PIR and the IETF reorganization and the ISOC role in that and our successful participation in the WGIG and WSIS policy activities.

He said that the board now needs to focus on what next, for example, the ISOC’s policy initiatives, chapters, org members, fund raising, IETF – need to think strategically – where should we be 3-5 years from now and what needs to be done now to get us there. Where do we, as a board think the Internet should be in 5 years and what can the ISOC do to get it there?

II – President & CEO’s Report – L. St.Amour

Lynn reviewed the agenda for the next two days.

2005 Preliminary Review

Lynn provided a preliminary review of the ISOC 2005 budget. The information is preliminary as the final numbers are not yet in. She noted that the budget surplus was a bit higher than projected despite the fact that the revenue from the organizational members was less than budgeted. She noted that the 2005 audit would start in mid-march. She reminded the board that the ISOC had a goal of 6 months operating expenses to be held in cash reserves, and this also applies to ISOC’s support of the IETF per BCP 101. Given the new IASA model effective in 2006, the cash requirement in the future will be significantly higher. She said that the ISOC was getting closer to meeting these needs (including the BCP 101 commitments taken on in the 2006 budget) but that it will take some time to reach the required reserve levels. She does expect to meet the commitment to the IETF in 2008 in line with BCP 101.

Lynn noted that the 2006 budget and Operating Plan had been posted to the web site. She also noted that this was the most complete posting of ISOC’s budget ever and reminded everyone that the Strategic Operating Plan (SOP) was also posted. She said that members would be invited to discuss any aspects of the operating plan on the appropriate public mailing lists.

Lynn reported on and discussed the current membership system and the issues that had been brought up by some chapter representatives recently. She, David McAuley and Peter Godwin then discussed what options the ISOC has for fixing the issues with the existing system or moving to a new system. The recommendations made in David McAuley’s report to the Board were reviewed and the board then discussed the issues and the options for moving forward, in particular the need to closely involve the chapters in any solution.

III – ISOC Netherlands Chapter Presentation

Michiel Leenaars described the history and current activities of the ISOC Netherlands Chapter. He noted the new EU 6th Framework Program project, which ISOC Netherlands is managing, the SELF. Fred asked him how they are being so successful and who else in Europe is doing so well. Michiel responded that they have been running ISOC professionally; pointed that ISOC – Bulgaria is another successful chapter.

IV – Policy – Special guests have been invited from the WSIS activities:

Matthew Shears introduced this part of the agenda.

Ambassador Karklins then discussed WSIS and WSIS II. He noted the multi-stakeholder nature of the WSIS process and described the combined inter-government and multi-stakeholder Internet Governance Forum (IGF) path that will be followed going forward. He also reviewed the results of the Tunis WSIS meeting. He pointed out that a major challenge for the IGF will be to determine the specific role of governments in the future of Internet governance, considering that historically there has been little direct role.

Mr. Nitin Desai, who chaired the WGIG and is helping the United Nations Secretary General (UNSG) kick-off the IGF, discussed his view of the progress related to the structure and process of the IGF. He expressed his expectation that he will be able to report positively about the status of the IGF to the UN Secretary General after the upcoming IGF preparatory meeting in Geneva. He asked the ISOC board if they had specific suggestions on how the IGF should operate when it meets in Greece later this year.

Desiree suggested that the consultation process include an on-line component to enable the participation of people who will not be able to be physically present. Pindar suggested that the process should be driven by written proposals – individuals should be encouraged to write up their ideas to provide a focus for discussion. Daniel urged that the basic operation of the IGF be on-line rather than focusing on physical meetings. Fred noted that this is the normal operational mode of the IETF.

Mr. Desai asked that people come to the meeting in Geneva and explain how an on-line focused forum would work.

Mike Nelson pointed out that the UN World Urban Forum organized HabitatForum in early December. This was a three-day online discussion involving 39000 participants. He suggested that this effort might be a useful model for the IGF. (Details at www.habitatjam.com.) He said that the forum not only collected ideas, it fostered a discussion to determine which ideas had the most support.

Mr. Desai suggested that ISOC try to strengthen its chapter presence in developing countries and mentioned that he is working on supporting ISOC chapters in India.

Matthew Shears described the new ISOC regional bureaus.

Mr. Desai noted that one area of discussion will be the specific role of governments in Internet Governance.

Fred mentioned some of the issues surrounding Taiwan and Palestine relative to Internet-related issues and asked if government-based processes were actually the best way forward. Mr. Desai noted that the IGF was a discussion forum rather than a decision-making forum. Decisions would still be made where they are now.

Ambassador Karklins emphasized that the IGF was going to be a process of mutual learning on how governments can interact with others in the area of the management of the Internet. He reminded us that the UN was primarily concerned that the process was proper rather than trying to dictate a particular result.

Mike Nelson asked if Ambassador Karklins could discuss the United Nations Economic and Social Council (ECOSOC) and how he felt it related to the Internet.

Ambassador Karklins described the ECOSOC as an intergovernmental policy discussion forum. The forum includes two stakeholders – governments and accredited civil society.

Veni asked how much the IGF process will cost and who will pay for it.

Mr. Desai responded that the IGF will continue the WSIS process of asking for voluntary contributions.

Ambassador Karklins pointed out that the costs were not all that high.

(break for lunch)

Martin Boyle reported on his experience in WSIS. He said that in his opinion the acceptance of the principal of a multi-stakeholder process was the most significant outcome. He noted that the Tunis result was a very finely tuned consensus.

He noted that the Internet challenges traditional business and governmental processes and governments, as other organisations, need to learn how to adapt to this new medium. He said that he felt that the WSIS process had led to a constructive way forward on Internet governance issues. We all have a responsibility for making this work. As part of this, the IGF must show benefits to all stakeholders or people will walk away from it and try another approach.

He said that there were very few global Internet public policy issues and they include data protection, competition policy, and operation of the DNS. But these are key issues of law where governments will expect their concerns to be addressed.

Matthew Shears noted that a number of constituencies had not been able to fully participate in the WSIS process.

Ambassador Karklins said that there was a need for stakeholders to figure out how they should be represented, this included representatives from developing countries.

Martin Boyle agreed but reiterated that the IGF was not a decision making body: it provided a framework for all stakeholders to understand the different facets of very complex issues. He noted that within Europe, spam and multilingualism were seen as good early IGF topics, as well as bridging the digital divide by working with developing countries: these were intrinsically difficult issues where multi-stakeholder involvement could bring new understanding.

Fred noted that the Internet operational community had not been allowed at the table during WSIS itself and asked how that will change in the IGF.

Martin Boyle said that this was a challenge to all participants to make sure that there was a real dialogue between equals, but the WSIS agreement had been clear, that it was a discussion forum for multi-stakeholder participation. It is up to stakeholders to ensure that the approach works.

Ambassador Karklins brought up the questions of leadership and steering for the IGF. Someone needed to be responsible for developing an agenda for each meeting. He said that whatever the process it needed to take into account the needs of all stakeholders.

In response to a question from Lynn, Martin Boyle discussed the EU position on WSIS. He noted that it was fundamental to this position that the EU was not looking to operational or day-to-day management. The focus was on issues where there were ‘globally applicable public policy principles and provide an international government involvement at the level of principles’, for example a principle would be that the addressing policy procedures needed to be open and inclusive (he noted that the RIPE would say that the current processes meet this principle).

Ambassador Karklins discussed some of the issues with the root zone file concerning the need for a national government to be involved in any changes to the zone file for their ccTLD.

Fred noted that the principle of national sovereignty can get confusing when dealing with issues such as the island of Formosa. Fred said that whether Taiwan is a country or a province is disputed, but it is in any event a communication region, just as Hong Kong is. He noted however, that current rules in the Enum registry do not permit it to have VoIP service using the ITU-managed Enum root, because admission to that root is limited to sovereign nations which have country codes on a certain list, and not everyone agrees that Taiwan is a sovereign country. Fred said he thinks that the rules applied need to apply to communication regions apart from such debates.

Ambassador Karklins noted the widespread perception outside of the US that the US, as the parent of the Internet, was not willing to let the Internet live on its own now that it has grown up. The board discussed the role of governments, including the US, in Internet operations including the assignment or reassignment of ccTLDs.

V – IETF, IAB & IASA Updates

(A) IETF review – Brian Carpenter

Brian provided an overview of the IETF and its operation with a focus on the guests attending the Board meeting.

(B) IAB review – Leslie Daigle

Leslie provided an operational update on the IAB.

(C) IETF Admin. Support Activity (IASA) [http://koi.uoregon.edu/~iaoc/BoT-2-2006.html] document 1, document 2] – Lucy Lynch and Ray Pelletier

Lucy and Ray reported on the activities of the IASA.

VI – ECC

David led a discussion on the ECC. They have created a revision of the ISOC-ECC MoU to take account of legal issues as they incorporate. (Distributed by Fred on 19 Jan)

Patrick moved and Veni seconded the motion below. It passed unanimously of those present: Rosa, Daniel, Fred, Steve, Glenn, Veni, Desiree, Erik, Stephen and Patrick.

Resolution 06-03: Support for the establishment of the ECC as a legal entity.
WHEREAS, the formal relationship between the Internet Society (ISOC) and the Internet Society European Chapters Coordinating Council (ISOC-ECC) is an important one to both entities; and
WHEREAS, this formal relationship is governed by a Memorandum of Understanding (MoU) between the two entities; and
WHEREAS, ISOC-ECC has, for various reasons, expressed an interest in establishing itself into a formal legal entity; and
WHEREAS, the subject of such establishment by ISOC-ECC into a formal legal entity has been acted upon by ISOC-ECC with the resulting legal entity formation papers being based upon and largely following the MoU; and
WHEREAS, such legal entity formation papers make minor modifications to the MoU; and
WHEREAS, ISOC-ECC has now requested that the Board of Trustees of ISOC approve the legal entity formation papers;
NOW THEREFORE, BE IT RESOLVED that ISOC-ECC may be established as a legal entity in accordance with the laws and regulations of the European government, at the place where ISOC-ECC chooses to establish such legal entity, in accordance with the MoU as modified as set forth in the PDF Document entitled Barcelona’s candidature to host the ISOC ECC legal entity, dated September 13th, 2005; and, further, so long as this modified MoU is not materially amended or otherwise changed thereafter to the detriment of ISOC, as determined by ISOC within its reasonable discretion; and
BE IT FURTHER RESOLVED, that the term ‘Internet Society Vice President of Chapters’ in such revised MoU be amended to read ‘Internet Society Vice President of Chapters or other designee appointed by the Internet Society President’; and
BE IT FINALLY RESOLVED, that the appointment of Nelson Sanchez as the officially appointed ISOC Ex Officio member of ISOC ECC as mentioned on page 15 of the above referenced candidature be amended, with consent of ISOC ECC, to read Director of Membership or other designee appointed by the Internet Society President.

The meeting was recessed for the day at 17:49 CET.

The meeting resumed at 8:50am CET 11 February 2006

The board members were all present in person or on the telephone except for Pindar and Margaret.

VII – Conflict of interest

The board discussed possible board member conflicts of interest when an ISOC board member is also a board member or participant in board deliberations of another organization with which the ISOC has a formal relationship. The board agreed that individual board members needed to be aware of the issue and recuse themselves appropriately.

VIII – ISOC NomCom Update – Desiree Miloshevic

Desiree updated the board on the ISOC NomCom process. She described the deliberation process that the committee followed and provided a brief description of each of the seven candidates the NomCom selected for the election.

Desiree noted that the time provided by the elections schedule was short and she recommended that the elections schedule be adjusted for next year.

IX – ISOC Elections Update – Veni Markovski

Veni reported on the deliberations of the Elections Committee. He discussed the committee recommendation on how the mailing list discussion process for candidates should operate. He reported that the committee has made a recommendation for a process change on how votes would count.

Veni moved to change the voting procedures to be “If ISOC receives multiple distinct actions with respect to any specific issue (such as ballot submission), the last action will be acted on and all previous actions will be ignored.” Desiree seconded the motion. The board discussed the motion and decided to table the motion and return to it later in the meeting.

Mike Nelson brought up a concern on the specific process by which candidates are given questions to answer and the timeframe given to the candidates to respond. Veni responded that the Elections Committee had discussed the issue and has made a specific recommendation to allow enough time for people to respond.

XI – Review of progress against key items from 2006 Budget

A – Org. Members/AC

David McAuley reported on the status of the effort to recruit new organizational members. He reported that a few new companies have joined as organizational members. He described the process that has been developed to select officers of the AC.

B – Education

Mirjam Kuehne provided a report on the Education effort. She noted the progress made towards the creation of the regional bureaus. She said that the response from the chapters had been quite supportive of the efforts and had provided a number of good ideas. Mirjam said that a job description for the manager of the first regional bureau was almost done and would be posted when it is.

She said that ISOC was planning a number of ccTLD workshops this year.

C – Policy

Matthew Shears reported on the ISOC Policy efforts. He reminded the board that ISOC is about to hire a Manager of Public Policy. The board discussed some of the areas of possible focus for the ISOC public policy efforts.

Matthew discussed the ISOC efforts relating to the Internet Governance Forum (IGF) and the ITU debate on their post-WSIS direction. At Matthew’s request the board discussed possible roles for the ISOC in the IGF.

XII Inventors Hall of Fame

Stephen Squires reported that the Inventors Hall of Fame have decided to include Bob Kahn and Vint Cerf in the 2006 National Inventors Hall of Fame Inductees. He encouraged board members and IETF folk to consider attending the induction event. He offered to organize a board subcommittee to explore what role the ISOC might play in the event. The board accepted his offer.

XIII – Individual Members & Chapters

Membership System

Lynn discussed the issues that have been brought up about the membership system. She and David McAuley reviewed the recommendations made in David’s report to the Board and discussed the options the ISOC has for fixing the issues. The board then discussed the issues and the options for moving forward, in particular the need to closely involve the chapters in any solution.

IX Revise Elections Process

The board returned to the discussion of Veni’s motion to update the Elections process.

Erik and Veni agreed to a friendly amendment to his motion. The final motion reads:

Resolution 06-04: Updating the ISOC procedures for selecting trustees
RESOLVED That the current ISOC procedures for selecting trustees be updated as follows:

1) change the paragraph:

Election Conduct/Promotion of Election to Organizational Members and Chapters

Candidates will be given the opportunity to submit biographical information and an election statement. The Elections Committee will put in place a process for appropriate electronic dissemination of candidate information. Active campaigning other than the aforementioned statements is discouraged.

to read:

Election Conduct/Promotion of Election to Organizational Members and Chapters

Candidates will be given the opportunity to submit biographical information and an election statement. The Elections Committee will put in place a process for appropriate electronic dissemination of candidate information and will allow updating of this candidate information by the candidate until the end of the voting period. Active campaigning other than the aforementioned statements is discouraged.

2) Change the paragraph:

TRUSTEES (ORGANIZATIONAL MEMBER)

Constituency

Any ISOC Organizational Member in good standing as of election eligibility cutoff dates may participate in the Trustee (Organizational Member) election process. The ISOC Advisory Council Charter reads:

“Each organization member may designate a Principal and an Alternate Representative to the Council with equal status and standing. However, on formal votes of the Council, a single vote for each Organization Member will be authorized.”

Prior to the election, the above-mentioned representatives will be requested to name an Election Representative, who will act as their spokesperson with respect to all election actions. In the absence of such a representative being named, the Principal representative will be deemed to be the Election Representative. If ISOC receives multiple distinct actions with respect to any specific issue (such as ballot submission), the first action will be acted on and all subsequent actions will be ignored.

The above notwithstanding, given suitable advance notice, ISOC will allow an Organization Member to replace its Election Representative.

to read:

TRUSTEES (ORGANIZATIONAL MEMBER)

Constituency

Any ISOC Organizational Member in good standing as of election eligibility cutoff dates may participate in the Trustee (Organizational Member) election process. The ISOC Advisory Council Charter reads:

“Each organization member may designate a Principal and an Alternate Representative to the Council with equal status and standing. However, on formal votes of the Council, a single vote for each Organization Member will be authorized.”

Prior to the election, the above-mentioned representatives will be requested to name an Election Representative, who will act as their spokesperson with respect to all election actions. In the absence of such a representative being named, the Principal representative will be deemed to be the Election Representative. If ISOC receives multiple distinct ballots, the last ballot received during the voting period will be acted on and all previous ballots will be ignored.

The above notwithstanding, given suitable advance notice, ISOC will allow an Organization Member to replace its Election Representative.

3) Change the paragraph:

TRUSTEES (CHAPTER)

Constituency

Any Recognized Chapter as of the election eligibility cutoff dates may participate in the Chapter election process. Prior to the election process, each Chapter will be requested to identify their Election Representative, who will act as their spokesperson with respect to all election actions. In the absence of such a spokesperson being named, the President of the Chapter (or whatever title is used to designate the normal Chapter spokesperson) will be deemed to be the Election Representative. If ISOC receives multiple distinct actions with respect to any specific issue (such as ballot submission), the first action will be acted on and all subsequent actions will be ignored.

The above notwithstanding, given suitable advance notice, ISOC will allow a Chapter to replace its Election Representative.

to read:

TRUSTEES (CHAPTER)

Constituency

Any Recognized Chapter as of the election eligibility cutoff dates may participate in the Chapter election process. Prior to the election process, each Chapter will be requested to identify their Election Representative, who will act as their spokesperson with respect to all election actions. In the absence of such a spokesperson being named, the President of the Chapter (or whatever title is used to designate the normal Chapter spokesperson) will be deemed to be the Election Representative. If ISOC receives multiple distinct ballots , the last ballot received during the voting period will be acted on and all previous ballots will be ignored.

The above notwithstanding, given suitable advance notice, ISOC will allow a Chapter to replace its Election Representative.

The motion carried unanimously.

The board moved to closed session at 11:30am CET.

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