Minutes of Board Meeting No. 54

30 – 01 Jul 2006, Marrakech, Morocco

Author: S. Bradner
Date: 2006-06-30
Committee: BOT
Document: 06-54
Status: Unconfirmed
Maintainer: S. Bradner
Access: unlimit

The ISOC Board of Trustees met from 8:05 am to 5:50 pm UMT on 30 June 2006, and from 8:41am to 12:41pm on 1 July 2006 in Marrakech, Morocco.

The following members of the Board of Trustees were present:

Fred Baker
Patrik Faltstrom
Erik Huizer
Daniel Karrenberg
Yan Bao Ping
Veni Markovski
Franck Martin
Desiree Miloshevic
Glenn Ricart
Stephen Squires
Lynn St. Amour (psident)
Patrick Vande Walle

Apologies were received from Bill St. Arnaud.

Scott Bradner (Secretary)

Mike Nelson (VP Public Policy)
Matthew Shears (ISOC Director of Public Policy) (part time via telephone)
David McAuley (ISOC staff)
Peter Godwin (ISOC Staff)
John Klensin
Vint Cerf
Nick Trio (Secretary for the AC)
Jonne Soinenen (AC Vice Chair)

Many members of the ISOC Morocco chapter were also present including the chapter president Aziz Hilali

Minutes taken by Scott Bradner.

A quorum was present.

I – Selection of new Chair

Fred Baker, as current chair, opened the meeting at 8:05 am.

The board discussed the rules for announcements for applying for the chair position. The existing process requires an announcement by possible candidates at least one week ahead of the Board meeting. Fred asked if the board was willing to accept Patrick Vande Walle’s self-nomination of the morning of the Board meeting. The board voted 6 yes, 2 no and 2 abstain to accept Patrick’s self-nomination. Daniel and Patrick each made statements of their views of the role of the chair. Fred asked Daniel and Patrick what their views of what the ISOC should look like three to five years from now. Daniel and Patrick both responded with their visions. Daniel Karrenberg was selected chair by a vote of 8 to 3.

Glenn moved to thank Fred Baker for his years of service. Daniel seconded the motion. The motion was unanimously supported with a standing ovation. Daniel took over as chair at this point.

II – Selection of Officers.

A – Secretary
Daniel proposed Scott Bradner as Secretary. Glenn moved that proposal and Veni seconded the nomination. The motion was unanimously supported.

Resolution 06-15: Appoint a secretary to the board.
RESOLVED that Scott Bradner be appointed as Secretary to the board.

B – Treasurer
Daniel proposed Glenn as Treasurer. Fred moved that proposal. Desiree seconded the motion. – The motion was unanimously approved except for Glenn who abstained.

Resolution 06-16: Appoint a Treasurer.
RESOLVED that Glenn Ricart be appointed as Treasurer.

C – Executive Committee
The board discussed the role and makeup of the Executive Committee. Daniel asked for volunteers for the committee. Daniel proposed an Executive Committee consisting of Fred, Franck and Desiree with himself (as chair), Lynn (as president), Glenn (as Treasurer) and Scott (as Secretary) as the other members. Veni moved this proposal and Fred seconded the motion. The motion was unanimously approved.

Resolution 06-17: Appoint an Executive Committee.
RESOLVED that Daniel Karrenberg, Fred Baker, Franck Martin, Desiree Miloshevic be appointed to the Executive Committee along with Lynn St. Amour (as president), Glenn Ricart (as Treasurer) and Scott Bradner (as Secretary).

D – Audit Committee
The board discussed the role of the Audit Committee. Daniel asked for volunteers for the committee. Daniel proposed an Audit Committee consisting of Glenn (as Treasurer) as committee chair and Fred and Daniel as members. The motion was unanimously approved.

Resolution 06-18: Appoint an Audit Committee.
RESOLVED that Glenn Ricart (as Treasurer) be appointed chair of the Audit Committee and Fred Baker and Daniel Karrenberg be appointed as members of the committee.

E – Ad-Hoc ISOC-PIR Committee
The board discussed the role of the Ad-Hoc ISOC-PIR Committee. Daniel asked for volunteers for the committee. Glenn agreed to be chair of the committee. Daniel proposed a committee consisting of Glenn, Erik, Franck and Lynn. Fred moved this proposal and Franck seconded. The motion was unanimously approved except for Patrik Faltstrom, who abstained.

Resolution 06-19: Appoint an Ad-Hoc ISOC-PIR Committee.
RESOLVED that Glenn Ricart be appointed chair of the Ad-Hoc ISOC-PIR Committee and Erik Huizer, Franck Martin and Lynn St. Amour as members of the committee.

F – ISOC representative to IAOC
Erik moved to appoint Steve Crocker as ISOC representative to IAOC for a two-year term ending March 2008 in line with the IAOC appointment timetable. Glenn seconded the motion. The motion was unanimously approved except for Daniel who abstained.

Resolution 06-20: Appoint the ISOC member of the IAOC.
RESOLVED to appoint Steve Crocker as ISOC representative to the IAOC for a two-year term.

G – Nomcom chair
Glenn moved to appoint Patrick Vande Walle as Nomcom chair. The motion was seconded and unanimously approved.

Resolution 06-21: Appoint a Chair of the Nominations Committee.
RESOLVED to appoint Patrick Vande Walle as the chair of the Nominations Committee.

H – Appoint a Chair of the Elections Committee
Erik moved to appoint Fred as Elections Committee chair. Glenn seconded the motion. The motion was unanimously approved except for Fred who abstained.

Resolution 06-22: Appoint a Chair of the Elections Committee.
RESOLVED to appoint Fred Baker as the chair of the Elections Committee.

III – President’s report

Lynn presented the president’s report. She also provided a review of ISOC’s major accomplishments over the last 5 years.

Lynn noted that one of the items that had contributed to ISOC’s success was ISOC’s careful adherence to ISOC’s purposes and principles and the reliance on these as we positioned ISOC in the world at large. She said that ISOC has the reputation of being unbiased, of having integrity, of being of service to the public Internet, of wanting what is good for the Internet because of the benefits this brings to individuals and to the world (and not what is good for X or Y group).

She said that this “Advocate of the Internet” approach can make ISOC hard to label – Is ISOC “technical”, “educational”, “civil society”, “a public policy advocacy organization”, “a membership organization”, “a benefactor funding programs”, etc; Is ISOC here to advocate for and on behalf of the Internet to ensure it reaches its full potential to do good in the world or is ISOC simply the sum of its members/chapters? She noted that these “nuances” are anything but nuanced, and can cause ISOC to lose focus and momentum if not carefully managed.

She noted that occasionally there has been tension on the Board and within the membership due to different perspectives and she called upon the Board to drive any remaining debate to closure soon as it is taking attention and energy away from more critical areas for ISOC and the Internet.

She concluded with: ‘as we enter a significant new growth phase for ISOC, with new expectations and challenges for the Society, it is essential that our goals and objectives be well-defined, that we are all aligned, and that our actions, and the positions we take on issues that confront the evolving Internet, be grounded in exemplary and well-articulated fundamental principles. As ISOC grows and becomes more visible, it is essential that we be governed by a clear, robust, and ambitious strategic operating plan built on strong, unambiguous and indisputable principles. With growth can come diffusion, and this is an excellent time to re-affirm our purpose and identify roles and expectations. This will be an important base for our planning and budgeting activities going forward.’

Lynn discussed the status of the IETF support activity. She said the IASA efforts were progressing quite well after a startup period that took a lot of work.

Lynn also reviewed the 2006 budget projections. She said that the budget looked quite secure.

The board discussed the need to fully understand the RFP process for the IETF Secretariat. Daniel requested that the staff prepare a presentation for a future board meeting on this process. Lynn agreed to make sure this happens.

Lynn discussed increasing funding for chapter development so that they could fulfill their full potential within ISOC and said this was expected to be a major new initiative and would take several years to complete. Daniel suggested further discussion this afternoon during the strategic discussion agenda time.

Lynn also described an effort to identify a major long-term initiative that might be implemented either through a Foundation model or an Endowment model with strategic partners.

Franck said that he would like to see ISOC move as quickly as possible to ensure the correct level of reserve fund and that these reserves appear clearly in the financial reports and some guidelines be established on how to use these reserve funds. There was some discussion of what the correct level was and the Treasurer and president/CEO agreed to come back to the Board with a proposal.

Erik said that he would like to have more of a discussion on the possibility of an endowment fund. Lynn agreed that more discussion was needed and suggested that the board may need to hold a strategic retreat or extra teleconferences to determine the best long-term initiative.

Franck noted that he was impressed by the annual report but that the report did not include any information about chapter activities. He suggested that the report include some, not all, of the major activities of chapters. Lynn said she would review this with staff but thought they were fairly covered and also noted that the staff had decided to split the annual report into two parts. The first report is a more traditional Annual Report and focuses on high level strategic and financial performance rather than a complete listing of activities. The second report will be more of an activities review and will feature activities from across ISOC and certainly will have a large focus on ISOC chapter activities.

IV – Strategic Discussion I – Net Neutrality

Daniel said that the purpose of this discussion was to determine if the board felt that the ISOC should be involved with this issue.

Patrik Faltstrom presented an introduction to the network neutrality topic.

Vint Cerf discussed the network neutrality issue as it is being discussed in the US. He noted that the Internet flourished in the US in an environment of common carriage. He noted that there was not a great deal of competition for broadband service for residences in the US. He discussed the potential impact of the strategies discussed by telephone companies in the US on innovation and new vendors.

Fred wondered if the carriers were trying to recreate the teleco settlement model on the Internet. Vint agreed that a basic problem was one of developing new business models for the Internet, he said that he was worried that the current direction of the carriers is anti-competitive. Erik noted that the infrastructure investment that the carriers are making must be covered in some way.

John Klensin noted that there were many different applications that could be impacted by the result of the network neutrality issue. He also noted that there was an increasing common problem with carriers (or other Internet service providers such as hotels) offing “Internet service” while blocking some applications without disclosing the limitations.

Vint described the efforts by US telephone companies to block the ability of municipalities to offer ISP service.

Patrik Faltstrom described the current system of how payments flow in the Internet. He suggested that a consistent vocabulary was needed to discuss the issues.

Stephen noted the need for a higher quality class of service needed on the Internet for emergency services in the future.

Matthew Shears asked Vint how he sees the Internet market evolving. Vint said that the trend in the US is towards the Internet becoming similar to a cable TV system. He said he would like to see the development of new models in spite of the natural tendency to use existing business models. He said that he currently has a rather dismal view of the future of the Internet in the US.

Mike Nelson reviewed the discussion and proposed that this is an issue that the ISOC should be concerned with. He discussed possible approaches and asked the board if they would support ISOC work in this space. Desiree said that the ISOC should be involved in explaining network neutrality policy issues.

John Klensin noted that the traditional teleco model is organized on a national rather than international basis for management and standards.

Stephen Squires recommended that the ISOC develop a glossary of terms. John Klensin suggested that RFC 4084 might be a useful starting point. Vint suggested that it might be better to not try to define network neutrality but instead focus on the underlying issues. Franck said that he felt that the ISOC should not focus on the US but produce a global statement which can be used by each stakeholder or chapter in its own constituency. Vint agreed. Franck also noted that ISPs were often not up front on what types of traffic and services they block.

Mike suggested that the ISOC focus on the view that the users, rather than the carriers, should have more control over the Internet.

Lynn noted that the ISOC Regional Policy Advisory Groups were under development. These groups will help ensure that ISOC deliberations would not be focused on the US.

Glenn said he thought that it was important for the ISOC to be seen as taking the lead in this discussion and hopes that something solid will come out of this discussion. Fred suggested that a subset of the board could draft an ISOC paper on the issues for board consideration. Vint suggested that the ISOC could align with some of the important consumer groups. Lynn agreed to write up a description of the rules about lobbying which the ISOC must adhere to as a result of its corporate/tax status.

Daniel summarized what he got from the board discussion. The ISOC should take the lead in this discussion, continue its educational role and be international in focus. He said that he heard that the ISOC should develop materials and then aggressively distribute the materials to the parties involved in the global discussions. He also said that he heard that ISOC should not start lobbying activities with governments in the narrow sense of lobbying. Vint suggested that the ISOC should be biased in favor of Internet users. Daniel asked Lynn to work with the staff and Patrik Faltstrom in an effort focused on developing material and developing a distribution plan. Lynn agreed to do so.

V – Miscellaneous

Vint noted in response to Lynn’s update on ISOC’s Regional Policy Advisory Groups that ICANN was developing new regional efforts and suggested that the ISOC and ICANN could work together in these efforts.

Daniel responded that fruitful cooperation already exists in some areas such as the ccTLD training workshops and that ISOC is open to develop cooperation on the regional level.

Vint also asked if the ISOC would be interested in thinking about the problems created by proprietary document formats. The board discussed the issue and the advantages of using open standard document format.

Daniel thanked Vint for joining the board for this discussion.

A break was then taken for lunch.

VI – Closed Session

A – Ad-Hoc Committee on Outsourcing
Daniel asked the consent of the board to adjust the agenda to move the discussion of the Ad-Hoc Committee on Outsourcing to today from tomorrow because Veni will not be attending the meeting tomorrow. He also asked consent of the board to add a new agenda item concerning the Elections Committee chair. The board indicated consent.

Daniel said that several trustees are of the opinion that some(new) operational activities of ISOC should be outsourced in order to obtain better value for money and/or enhance cooperation with chapters and others in the target areas. Other trustees regard this largely as an operational decision by the president. Discussions about this subject are recurring from time to time, intertwined with other matters. The discussions have resulted in neither operational consequences nor board decisions. In order to separate this discussion from other issues and to resolve the matter in a constructive way he proposed a resolution establishing an ad-hoc committee on outsourcing.

The board discussed and revised the resolution.

The final resolution reads:
WHEREAS the board wishes to separate the issue of outsourcing operational activities from other discussions and progress it appropriately;

Resolution 06-23: Create an Ad-Hoc committee on Outsourcing
NOW THEREFORE, BE IT RESOLVED that an ad-hoc committee including the president be formed to support the president in identifying suitable operational tasks and evaluate the operational results; and
BE IT FURTHER RESOLVED, that the committee will report back to the board about progress; and
BE IT FURTHER RESOLVED, that the committee will at the appropriate time, but no later than 12 months from now, formulate conclusions and recommend any association policies regarding outsourcing;
BE IT FINALLY RESOLVED, that the initial members of this ad-hoc committee be Lynn St. Amour, Daniel Karrenberg, Veni Markowski and Patrick Vande Walle.

Veni moved the above resolution and Glenn seconded. The motion was unanimously approved.

B – Nomcom Chair
Patrick Vande Walle said that he had reconsidered accepting the role of chair of the Nominations Committee and was going to have to decline the offer. Daniel said that he would propose a chair for the Nominations Committee on the board email list as soon as possible.

The Open Meeting resumed.

V – Presentation by the ISOC Morocco Chapter

Aziz Hilali, the Chair of the ISOC Morocco Chapter welcomed the ISOC board to Marrakech and introduced members of the Chapter. He then gave a presentation about the work of the Chapter. Daniel thanked Aziz and the Morocco chapter and said that the board is happy to meet such a lively chapter.

VI – Strategic Discussion II – High Level Value Proposition and Engagement with Various Organizational Members, Chapters and Individual Members.

A – Organizational Members
Daniel discussed his draft document on recruiting and engaging organizational members. Glenn noted that many of the early organizational members had a financial interest in the success of the Internet but that other organizations and activities had developed over time that addressed this issue. Nick Trio noted that the focus was not simply how to make money but also on the need to have a successful Internet. Fred reminded the board about the ISOC developing country workshops and that vendors had provided strong support for these workshops. Glenn noted that surveys of the organizational members indicated a strong desire to support the work of the IETF. Franck noted that the civil society and governments did not have strong relationship with the ISOC. It was noted that some chapters have local governmental units as members. Veni said that part of the discussion needed to include what benefits the members get as members.

Daniel asked the board to consider what organizations the board wanted as members. Stephen, Pindar and Fred suggested organizations that support the goals of the ISOC and are involved locally. Glenn said that he feels that we need a clear statement of values and what organizational members get from being a member. Jonne Soinenen and Nick Trio both said that their companies wanted to help support the IETF and ISOC’s other efforts and wanted to see that these efforts are effective.

A number of people discussed the need for good interactions with the AC. Daniel then asked the board to consider how to recruit new organizational members. Board members felt that increased involvement of individual board members in working with specific organizations to recruit them as ISOC members was an important mode of operation.

Daniel said he was a bit frustrated that the discussion had not resulted in a general sense of the board on how to proceed to recruit new organizational members. Lynn described what she and staff had done and were planning to do in the near future to support recruiting new organizational members. Jonne Soinenen suggested developing a simple set of slides to be made available to people to use when talking to potential new organizational members. Daniel asked Lynn to work with the staff to develop statistics, value propositions and types of organizations to target and make this available to the board.

B – Individual Members
The board decided to defer the discussion of individual members until a future board meeting when discussion materials would be available.

C – Chapters
Franck reviewed the current status of ISOC chapters, noting that only about half the chapters voted in the last election. He suggested ISOC staff regularly poke the chapters to ask if they are active and need assistance. Lynn noted that the staff does request information from chapters as part of the effort to compile the ISOC monthly newsletter but only a few chapters regularly contribute information. She said that the staff was about to post a list of which chapters voted (but not who they voted for) to provide feedback to the members of chapters. She also noted that the chapter mailing list gets quite virulent and that staff has been told that this discourages many people from participating more fully.

Daniel suggested that the staff be more active in interacting with chapters to extract more information from them and suggested developing statistics showing the last time ISOC interacted with the chapters.

Stephen suggested running a global interactive newsletter, maybe as a wiki, and taking occasional snapshots for the ISOC newsletter.

The board then discussed the chapter mailing list. Mike said it would be most helpful if the more active chapters would agree to mentor new chapters.

The board agreed to continue the discussion about chapters at a future board meeting. The board asked Franck to work with chapters and other ISOC constituencies to prepare a working document for the next board meeting.

VII – IASA/IETF/IAB

A – IETF Update
Brian Carpenter presented an update on the IETF. He noted that a few IETF attendees had problems getting visas to attend the IETF meeting in Dallas and thanked the ISOC for its efforts in resolving some of these problems. He said that 35,000 unique addresses (but maybe not unique people) were subscribed to the mailing lists hosted at ietf.org.

B – IAB Update
Leslie Diagle presented an update on the IAB. The board, along with Brian and Leslie discussed the apparent surge in appeals. Brian and Leslie both felt that it was a statistical aberration not a basic change.

C – IAOC/IASA Update and review of 2006-2007 Goals
Lucy Lynch presented an update on the IAOC and IASA.

D – IASA Operations Update and Budget Review
Ray Pelletier presented an IASA operations update (including a review of the first 180 days of the IASA) and budget review. In response to a question, Ray said that the plans were to continue to hold at least one non North American meeting per year with two non North American meetings in some years. Ray provided a draft budget for the years until 2008.

Daniel noted the modest increase (from $1.4 to $1.6 M) in proposed ISOC contributions to the IETF between this year and 2008. He noted that the board would need to discuss this at some point but it would be better to do so in a future meeting. Ray said that Neustar would be providing their proposed budget for 2007 later this month as the first step in negotiating a final budget for the Secretariat. Ray said he and the IAOC will update the board as needed.

At 5:50pm the meeting was suspended until Sunday morning.

The meeting resumed in closed session at 8:41 am Sunday July 2 2006.

Patrik Faltstrom and Veni Markovski were not able to participate in the Sunday morning board meeting.

Pindar Wong and Mike Nelson were invited to participate in the first topic.

VII – Strategic Discussion III – ICANN

Lynn provided a review of various activities affecting/surrounding ICANN. This included the role of the GAC and governments in the light of the IGF and Enhanced Cooperation activities. Patrick Vande Walle discussed his experiences with ICANN and Mike Nelson reviewed NTIA and other US activities.

The board discussed possible ISOC input to NTIA in response to their request for comments.

The board discussed the implications of the upcoming changes in the ICANN board.

The board discussed the relationship between the ICANN At-Large Advisory Committee and ISOC. The board felt that it was important for ISOC to coordinate or synchronize ICANN-related actions with chapters.

Stephen suggested that ISOC develop a clear statement of the relationship between ISOC and ICANN.

VIII – Scheduling Board Meetings

The board discussed the scheduling of future board meetings. The board agreed on the principal of coordinating board meetings with IETF & ICANN meetings. A tentative schedule was developed for the next year.

Board meetings:
September 18 2006 – teleconference – 10 AM ET
November 11-12 2006 – face-to-face – San Diego after IETF
January 15 2007 – teleconference – 10 AM ET
March 24-25 2007 – face-to-face – TBD after IETF
June 30 – July 1 2007 – face-to-face – TBD after ICANN Executive Committee teleconferences
3rd Monday of each month (unless pempted by a board teleconference) 10 AM ET

IX – PIR Review

Glenn reported that the chair of the PIR board requested that the PIR board have an odd number of members. Glenn reported that the AD-Hoc ISOC PIR committee recommended that the ISOC board select Pindar Wong as a member of the PIR board.

Glenn moved that Pindar Wong be appointed to fill the remainder of the open PIR board seat (until December 2008) effective immediately. Fred seconded the motion. The motion passed unanimously except for Erik, who abstained.

Resolution 06-24: Appointment of PIR board member
RESOLVED that Pindar Wong is appointed to the PIR board for a term ending on December 31, 2008.

Glenn moved that the ISOC board ratify the proposed PIR / ICANN agreement in substantially the same form as presented. Fred seconded the motion. The motion passed unanimously.

Resolution 06-25: Ratification of the PIR/ICANN agreement
RESOLVED that the Board ratifies the PIR / ICANN agreement in substantially the same form as presented.

X – Review of ISOC organizational restructuring

Lynn reviewed the ISOC organizational restructuring. She explained the care that was taken in working with the staff during the restructuring. She reported that the staff is comfortable with the direction. Lynn reviewed the positions that were currently open.

XI – IETF/IAB/IASA

The board discussed the IETF budget. The board had a discussion re the appropriate way to engage the IAOC in discussions over budget matters. Lynn and Glenn noted that the IAOC reacted responsibly to finding out that the food and beverage costs were running ahead of budgets. The IAOC worked to find other expenses that could be reduced to cover the overage.

XII – Any Other Business

A – ISOC workshops at IGF
Desiree suggested that the ISOC organize workshops in conjunction with the upcoming IGF meeting. Lynn reported that ISOC staff was working on several proposals and that she would have them close the loop with Desiree.

B – Reducing the size of the board
Fred provided the board with a heads up that he was going to offer a proposal to reduce the size of the ISOC board by 1/3.

C – ISOC Bulgaria, ISOC and UNDP
Lynn and Fred reported on the process of developing a MoU between ISOC Bulgaria, ISOC and UNDP. The board consensus was that any such MoU focus on the CCtld workshop that the ISOC has already committed to organizing in October.

XIII – Chair’s remarks

Daniel requested that trustees be ready to commit to full participation in scheduled board meetings in the future.

Fred moved to adjourn the meeting. Franck seconded the motion. With no objection the meeting was adjourned at 12:41pm

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