Minutes of Board Meeting No. 36

08 – 09 Nov 2003, Minneapolis, MN, United States

Author(s): S. Bradner
Date: 2003-11-10
Committee: BOT
Document: 03-36
Status: Unconfirmed
Maintainer: S. Bradner
Access: Unrestricted

Minutes taken by Scott Bradner.

The following members of the Board of Trustees were present at the Meeting:

Fred Baker (chair)
Steve Crocker
Rosa Delgado
Osten Franberg
Alan Greenberg
Don Heath
Erik Huizer
Latif Ladid
Veni Markovski
Kees Neggers
Glenn Ricart
George Sadowsky
Lynn St. Amour (president)
Margaret Wasserman

Toshio Miki and Pindar Wong joined sections of the meeting via teleconference.

A quorum was present on both days.

The meeting was open to observers.

The chair called the meeting together at 8:36 am November 8, 2003

I Agenda bashing

No changes or additions to the agenda were requested.

II Approval of minutes and electronic votes

II(A) Approval of the minutes of past board meetings.
The board unanimously approved the minutes of the Board of Trustees Meeting #33 (July 12, 2003) and #34 (July 12 – 13, 2003).

II(B) Confirmation of Electronic Votes
The board unanimously confirmed Resolution 03-22 which appointed Glenn Ricart as Elections Chair.

III IETF related topics

III (A) IETF review 
IESG Events and Changes – Harald Alvestrand
Harald reported that IETF started a round of investigation on how it does business. He noted the Problem working group and the effort to define an IETF Mission Statement. He reported that a proposal to revise the IETF document review and Working Group chair roles will be discussed at IETF 58 this week.

Harald said that the IETF engineers needed to focus on producing good standards but that the support processes needed to still function well. He also asked that the ISOC board consider the intellectual property rights documents recently approved by the IESG. Fred asked the
board members to consider the documents overnight in preparation for formally considering them on Sunday.

III (B) IAB review 
IAB Update – L. Daigle
Leslie provided a general review of IAB activities since July and a report on the IAB Advisory Board. She reported on the open architecture session that she mentioned during her last report to the ISOC board in July. She said that the session was a success other than the difficulty of having such a session at the same time as other IETF sessions. There will be a technical discussion during the Thursday plenary session at this meeting to avoid that type of conflict. Leslie mentioned the IAB’s message about the VeriSign wildcard of the .com and .net roots which has been posted on the IAB web site.

At this point Steve Crocker discussed some of the aspects of the wildcard issue pointing out that the ICANN committee he chairs will be asking the IETF for clearer guidance on this issue.
Leslie mentioned that the IAB is evaluating a process appeal, working on the RFC Editor contract and working with ICANN to help fill the ICANN IANA management role.

Leslie reported on the IAB Advisory Committee (AdvComm) comprised of a selection of current and former IAB & IESG members, and ISOC-related folks. The AdvComm has assembled a picture of the IETF “universe.” This “universe” includes the IETF, the IAB, the IETF Secretariat, the ISOC, the RFC Editor and the IETF IANA function. The AdvComm has identified some problems with the current situation, these will be discussed during the IETF plenary session on Wednesday.

III (C) AdvComm review – F. Baker
Fred said that it was premature to say just what the implications to the ISOC would be from the AdvComm activities and discussion that Leslie reported on. But there could be a significant impact on the ISOC budget. He noted that because of this and because the PIR budget is not yet final the ISOC board will not review a final budget during this meeting. There will be a discussion of finances and there will be a special board teleconference to approve the ISOC budget. Richard Perlman noted that it would be good to involve the ISOC AC as early as possible when more is known about the IETF’s intent.

IV President & CEO’s Report – L. St.Amour (URL)

President & CEO’s Report – L. St.Amour
Including: Financial review (Sept. 2003) and 2004 Financial Preview

• Balance Sheet, Sept. 30
• Income Statement
• Cash Flow Report

Lynn noted the direction that the board gave a few years ago to strengthen the financials, governance model, increase activities in the standards, public policy and education areas, and strengthen the value proposition for ISOC members. Lynn reported that progress has been made in all these areas.

Lynn reported on the major initiatives over the last year which included in Q1 and Q2: launch PIR, completed negations for VeriSign $5m endowment, agreed on ISOC/PIR operating processes, the .org funds have started flowing ($300K in April), the ECC MoU was negotiated and approved by the board, INET 2004 was successfully negotiated and the funding was provided for the AfNoG meeting (many thanks to Swedish International Development Authority (Sida) and Public Interest Registry (PIR). ISOC’s headcount was 6.5 FTE’s and 5 VP’s (volunteer positions).

Major initiatives for Q3 and Q4 of 2003 included: two new platinum members, additional .org funds ($800K), the workshop training portal nearing completion, support for a Latin American Network Training workshop (WALC), SeINET – an EU Security Initiative (thanks to Latif and Martin Kupres for all their efforts here),ISOC involvement in the WSIS activities, the new PIR board was appointed, a proposal for individual membership was produced and the ISOC was involved in the IAB AdvComm. Lynn reported that ISOC staff with recent new hires is now 8.5 FTEs.

Lynn discussed the planning process being used to develop ISOC plans for the future.

She reviewed the various projects the ISOC has undertaken in the last year and the funding that enabled them.

Lynn said that the ISOC needs to make our operating model more robust with the increase the number of projects and resultant increase in expectations as a result of the larger than expected contributions in project funding given the success of .org and the Public Interest Registry.

She reported that the non-platinum organizational revenues will fall below budget projections for 2003 but the revenue from platinum members will exceed the budget projections. In addition, the .org revenues will exceed projections. End of year projection is that revenues will exceed the budget by $900K, the expenses will exceed the budget by $331K due to increased projects and project funding, with a net surplus of $770K.

Lynn reported on the state of the Barcelona INET/IGC’04 planning since the board approval of the ISOC involvement in the conference. In the last few weeks, with the help of Erik, Pindar and Mike Nelson a basic program has been developed and a call for papers will be published on Monday. She also reported that Artur Serra has agreed to be Program Committee chair and Rosa Delgado has agreed to serve as Organizational Committee chair.

The board discussed the INET conference. Concern was expressed over the difficulty of putting together a good conference track at this late date and a question was raised re the legal aspects of the conference. After some discussion, the Board concluded that they were satisfied with current arrangements and that it was neither appropriate nor necessary to revisit this. Erik and Lynn reported that they felt that the development of the program was now underway and that prospects for an excellent program are good.

Lynn reiterated Fred’s observation that it was premature to create a final ISOC budget at this time because too many things are not yet known. She showed a preview budget but the main budget discussion will be in a phone call to be scheduled near the end of the year.

V Strategic Planning

Lynn introduced the discussion.

V(A) Key areas for the ISOC to focus on 
Lynn introduced the discussion based on the process that had been kicked off earlier: Introductory memos: URL To be provided and the following presentation. (URL) She started by showing ISOC’s purposes and mission taken from the ISOC Articles of Incorporation. She then summarized the results of the strategic planning process that was undertaken last spring.

Lynn then described the ISOC educational activities over the last year and recognized the very significant efforts of Randy Bush and Zita Wenzel. She also mentioned a number of other efforts underway. (See presentation.)

Ed Juskevicius then took over as facilitator and moderator. He asked each board member to write down a few ideas of what the ISOC should be doing in the next few years. Many ideas were generated with the most supported being: educate public policy makers, educate developing country governments, create a first class portal of Internet standards and governance info, and explain the “why” of IETF standards.

Lynn said that she and the ISOC staff would evaluate the results of this exercise and start to plan how to undertake the efforts. She will get back to the board with a summary and an outline of some initial plans.

V(B) Internet Governance and ISOC’s role.
Lynn introduced the topic, noting the ISOC’s previous efforts in this area included documents discussing the history of Internet technical management processes. (Internet Governance)

Steve then presented some slides to frame the discussion. (URL) He pointed out that the term “governance” is a potentially misleading one that can distort the discussion. He pointed out that many things in the Internet are not governed including the Internet routing system and ISP operations. He noted that there are a number of topics that lead to a feeling of a need for governance including law enforcement, content control (including pornography), telephony revenue models, and taxes. Steve listed a number of current political issues including the distribution of root name servers, that ICANN is seen as US dominated organization and the feeling in the ITU-T that they should be a major player in Internet standardization since the telecommunications world is migrating to the Internet.

Rosa pointed out that another issue is that ICANN is a private company and that a number of countries feel that Internet governance is too important to be left to the private sector.

Ed Juskevicius then introduced the questions that Lynn had sent to the board and led a discussion on each question.

(a) What forces/activities (in addition to what Steve presented) do we believe are in play today.
(b) How real is the threat. (Of formal “governance” being imposed on us?)
(c) Where is (will) this threat come from?
(d) How imminent is the threat?

The board then discussed various ideas with a few (an economic study on Internet impact, a serious WSIS effort to educate the WSIS participants, and creating regional centers to educate government officials on Internet issues) getting strong support. Lynn and staff will evaluate the results of this exercise and start to plan how to undertake the efforts. She will get back to the board with a summary and an outline of some initial plans.

V(C) Why should the ISOC have individual members?
Lynn opened the discussion by noting that the board may not have agreement on why ISOC should have individual members or on what individual members actually were and that this lack of agreement may have contributed to the confusion over the proposal for individual members that Lynn, Jim and the ISOC staff had provided to the board.

Alan expressed his view that non-paying members, by themselves, do not bring value to the ISOC. Mike responded that it was useful to him to be able to say that the ISOC had a large number of members in his outreach efforts and Alan, in response, said that was sufficient reason to have non-paying members.

Kees and George expressed their view that the main goal should be to provide a way for the members to contribute to the Internet through the ISOC rather than try to compensate them for their support by providing them with specific member benefits. Richard and Glen expanded upon this to say that we could provide a description of an ISOC purpose that would attract members.

Fred asked if this view of an ISOC that attracts members by doing the right thing is enough from the chapter point of view. What Fred hears from chapters around the world is a request that the ISOC provide them help and support for their local activities. He also said that he felt that there needed to be a mechanism for people to join the ISOC directly. Mike and Erik mentioned that not all chapters have the same degree of local support and that people needed another way to join ISOC.

Steve said that a board understanding the overall ISOC value should come before the board should decide on a new ISOC governance model. Erik responded that he felt that we needed to establish individual members who are directly involved in ISOC governance.

Richard pointed out that the ISOC board may not have a clear definition of what chapters are.

Lynn reminded the board that the ISOC had paying members before but never had all that many (a few thousand) that renewed their membership. Lynn asked if the board members if they felt that free membership was a good idea for the ISOC. Mike said yes. Erik asked if we could get stats on visits to the ISOC web page to see if that would provide useful information.

Fred asked the board if they supported the idea of a professional class of membership – 11 board members supported the idea. Fred asked if the board supported the specific proposal for individual members presented to the board – 10 board members did not support the proposal as it was presented.

There was a discussion of free membership. After the discussion Fred asked if the board supported the idea that members who do not pay a membership fee, if the ISOC has them, would not have a direct role in ISOC governance – 12 board members supported the idea.

Fred asked the board if they supported a class of free membership where the members agree to support the ISOC’s principles – 9 board members supported the ISOC having such a class of members. The discussion was tabled, specific proposal to be discussed in later session (XI)

VI PIR Status review – D. Maher

Dave Maher provided an update on the status of the Public Interest Registry (PIR) in place of Ed Viltz, the President of PIR, who was not able to attend the meeting. He reported that the PIR Advisory Committee has been active and will be holding a face-to-face meeting this spring.

Registrations in .org have grown to 2,965,751. Dave reported that PIR was working on a multi-year strategic plan, a marketing plan, a plan to implement Internationalization of Domain Names (IDN) and the new budget.

Dave presented the year to date and year-end projections for the PIR budget. He noted that revenues were running ahead of projections but so were legal expenses. He projects that PIR will be able to donate up to $1.9 million to the ISOC to fund projects next year.

VII Accepting the revised IETF IPR documents

Alan moved to accept the updated IETF Intellectual Property Rights documents that were recently approved by the IESG. Glen seconded the motion – all in favor except for Veni and Steve, who abstained.

Resolution 03-15
RESOLVED: That the board accepts the documents produced by the IETF IPR Working Group “Intellectual Property Rights in IETF Technology” and “IETF Rights in Contributions” and accept the responsibilities of the ISOC as described in these documents.

VIII ISOC Elections Committee Update – G. Ricart

Glenn moved to accept Fred Baker, Scott Bradner, Ole Jacobson, Glenn Ricart (chair) and Margaret Wasserman as comprising the ISOC Elections Committee. Erik seconded the motion. The motion was unanimously approved.

Resolution 03-16
RESOLVED: That the ISOC 2003-2004 Elections Committee be comprised of Fred Baker, Scott Bradner, Ole Jacobson, Glenn Ricart (chair) and Margaret Wasserman.

Glen reported that he has now started to work at Price Waterhouse Coopers.

IX ISOC Nominations Committee Update – G. Sadowsky

George moved that Nancy Hafkin be substituted for Nii Quaynor on the ISOC Nominations Committee making the membership of the committee – Lamia Chaffai, Marie-Anne Delahaut, Osten Franberg, Nancy Hafkin, George Sadowsky (Chair), Pindar Wong and Raul Zambrano. The motion was seconded and unanimously approved.

Resolution 03-17
RESOLVED: That the ISOC 2003-2004 Nominations Committee be comprised of Lamia Chaffai, Marie-Anne Delahaut, Osten Franberg, Nancy Hafkin, George Sadowsky (Chair), Pindar Wong and Raul Zambrano.

IX INET 2004 Review (URL)

Rosa presented an update on the status of INET 2004. She reported that the theme of the conference would be “security and diversity.”

VIII Individual Membership Review – J. Galvin

James Galvin opened the discussion of individual membership with a short presentation.

The board discussed what, if any, specific benefits should be provided to paying members other than the ability to vote in ISOC governance. Many board members expressed the view that this would be sufficient. Jim talked about the need for a membership management system and the projected cost based on responses to an RFP.

The board discussed how many paid members it would require to start having these members elect ISOC board members. The sense of the board was that whatever the threshold is to be it is for members in excess of the members given to org members. The sense of the board was also that the threshold number should be 500 members. The sense of the board was that once the threshold of the number of members is met one additional board member should be elected in each of the following three years. The sense of the board was also that the basic plan presented by Jim is a good basis

Alan moved to defer the individual membership election for a year, Rosa seconded. All in favor except for Veni, who abstained.

Resolution 03-18
RESOLVED: That the individual membership election be deferred for another year.

Following a suggestion from Lynn, Erik moved to thank Randy Bush and Zita Wenzel for their work in support of the ISOC. Glen seconded the motion which was then unanimously approved.

Resolution-03-19
RESOLVED: The Board of the Internet Society thanks Randy Bush and Zita Wetizel for their many years of support for the ISOC, most recently as Vice Presidents for Education. (Erik was going to send words – I stuck these in as a placeholder – I’ve poked him)

Veni Markovski volunteered to lead a Board subcommittee to evaluate the new activities the board had discussed and report back in a month. Committee members were: Veni Markovski, Alan Greenberg, George Sadowsky, Glenn Ricart and Osten Franberg.

George moved to adjourn, Osten seconded. The motion was adopted with all in favor.

The meeting was adjourned at 12:08pm November 10, 2003

All Board Meeting Minutes