Minutes of Board Meeting No. 20

17 – 18 Jul 2000, Yokohama, Japan

Author: M. Burack (Secretary)
Date: 2000-08-22
Committee: BOT
Document: 00-02
Revision: 2
Supersedes:
Status: Confirmed
Maintainer: M. Burack
Access: Unrestricted

The Annual General Meeting of the Board of Trustees of Internet Society, a non profit corporation organized under the laws of the District of Columbia, U.S.A. (“ISOC”), was held pursuant to notice at the Pan Pacifico Conference Center in Yokohama, Japan, on Monday, 17 July 2000 and Tuesday, 18 July 2000.

Geoff Huston, Chairman of the ISOC Board of Trustees called the Meeting to order at 1pm on 17 July 2000. Martin Burack, Secretary of the ISOC Board of Trustees, recorded the Minutes.

1. Attendance

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

Trustees Geoff Huston, Christine Maxwell, Martin Burack, Christian Huitema, Tarek Kamel, Jun Murai, Kees Neggers, Ben Segal, Srisakdi Charmanmon, Vint Cerf, Manuel Sanroma (via telephone on the 2nd day), Don Heath.

Apologies:

Trustees John Gage, Jose Luis Pardos, and John Gilmore.

A quorum was present on both days.

Also attending the meeting were:

Trustees-Elect: Brian Carpenter, Rosa Delgado, Barbara Fraser and Wawa Ngenge
Officers: Michael Conn (Treasurer)
Vice Presidents: George Sadowsky (Education, and Trustee-elect), Nick Trio (Publications), Tony Yustein (Organizational Membership), Richard Perlman (Conferences), David Maher (Public Policy), Tommy Matsumoto (INET 2001), Daniel Kaplan (Individual Membership)
ISOC Advisory Council: Osten Franberg, Ole Jacobsen, Lajos Balint, and Stefano Trumpy
ISOC Staff: Lynn St Amour, Torryn Brazell, Lance Laack, Terry Weigler, and Wendy Rickard.
Others: Alan Greenberg, Jonathan Robbins.

The meeting was open to observers.

2. Agenda

The agenda for the meeting was circulated prior to the meeting.

3. Approval of Minutes

The minutes of the 1999 Regular Meeting of the Board of Trustees held on 12-13 November, 1999 in Washington, D.C., U.S.A., had been distributed for review prior to this meeting (ISOC Board of Trustees Document – Minutes of Meeting 19).

The minutes were unanimously approved.

4. Ratification of Electronic Votes

The following resolutions were confirmed by the Board

Resolution 00-01 2000 ISOC Budget
RESOLVED, that the Board of Trustees approves a budget for ISOC for the year 2000, with projected revenue of USD 3,105,100 and projected expenses of 2,804,000.

Resolution 00-02 Confirmation of IAB Candidates
RESOLVED, that the Board of Trustees confirms the appointment of the following individuals to serve on the IAB, as advised by the IETF Nominations Committee:

Brian Carpenter
Henning Schulzerine
Jon Crowcroft
John Klensin
Leslie Daigle
Steve Bellovin

Resolution 00-03 Account Authorization
RESOLVED, that the Board of Trustees authorizes the President to establish an account with a brokerage firm in order to facilitate the trading of any securities that may be owned by ISOC.

Resolution 00-04 Ratification of Vice-President Appointments
RESOLVED, that the Board of Trustees ratifies the appointment of the following Vice-Presidents:

VP – Chapters/SIGs	Tarek Kamel
VP – Communications	Christine Maxwell
VP – Conferences	Richard Perlman
VP – Education	George Sadowsky
VP – INET 2000	Tommy Matsumoto
VP – Individual Membership	Daniel Kaplan
VP – Organizational Membership	Tony Yustein
VP – Planning and Strategy	Glenn Kowack
VP – Public Policy	David Maher
VP – Publications	Nicholas Trio
VP – Standards	Scott Bradner

Resolution 00-05 INET’2001
RESOLVED, that the Board of Trustees approves the selection of Stockholm, Sweden as the site of INET 2001, to take place during June, 2001.

5. State of the Society

5.1 President’s Report

President and CEO Don Heath stated that ISOC’s baseline revenue at its highest level, reflecting a large activity base. Financially, ISOC, is operating in what could be termed a recovery mode following large expenditures on INET’99 and NTW’99 and the funding of the Strategic Planning Initiative. Steps have been taken to prevent such things from occurring again.  For the 1999 year, ISOC’s finances showed a loss of USD1.25 million, and at the end of last year, ISOC had a total of some USD 750,000 in accounts payable.  Accounts payable have been managed carefully and, with the cooperation of creditors, more than half of the payables have been paid off, with ISOC continuing to function. While ISOC is not over the financial crisis, and recovery is a slow process, the President asserted that ISOC is moving in the right direction. It was noted that ISOC is spending approximately USD 250,000 per month, and has some USD 120,000-130,000 cash carryover at the end of each month. The ongoing cash reserves are generally enough to fund some 12 days of operation.

It was noted that INET’99 entailed a high commitment from ISOC staff, and in contrast the President noted that the Japanese management team for INET’2000 has undertaken an outstanding job and enabled the Secretariat to better refocus its resources. The Japanese local management team for INET’2000 has guaranteed ISOC against any financial loss. INET’2000 attendance will include about 470 complimentary attendees from sponsors and org members. INET’2000 should break even with about 900 paid attendees, which is very attainable.

During the past 12 months, ISOC has brought in nearly USD 500,000 in new Organizational members. Annualized baseline org dues revenue now stands at USD 1.67 million, from 164 orgs. There is about a 20% annual revenue churn in org members.  Finding organizational member prospects is not a problem, and it was reported that more can be found than can be handled.  A person has been hired to focus on making initial contacts and qualifying the prospects, who are then generally turned over to Don and Lynn for follow up and close. There were 7,544 individual members as of November, 1999; and 7,860 as of June, 2000, which includes 457 via organizational member benefits.  According to reports generated by the data base system, our retention rate for individual members is about 39%.

There are 60 official chapters, 26 more are pending, and 60 are in various stages of formation. 118 are outside the USA.  A Chapters Council was formed and it can really provide value to ISOC if we have an open mind and support it properly.  The President suggested that ISOC should get input from the chapters as to the Society’s direction.

The China trip was a highlight of the first half of 2000. This initiative was to exchange views and ideas with people and organizations from Chinese industry, government, and academia, and was noted as a very successful trip.

A web-based version of OnTheInternet magazine was launched, and is expected to be more timely and topical regarding events affecting the Internet. The plan is to publish two issues each year in hard copy. The first of these focused on international public policy and was distributed at INET.

In the area of Internet self-governance ISOC continues its efforts in this area.  ISOC was active in the organization of the Domain Name Supporting Organization (DNSO), and particularly in the creation of the Non-Commercial Constituency (NCC). ISOC continues to host the web site for this constituency and will do so as long as the NCC wishes.

ISOC has eleven operating Vice Presidents. There are not specific terms for these operational areas, but they have typically been one-year terms. As vacancies arise, the terms will be staggered, which will make for easier transitions.

Executive Director Lynn St.Amour is being given responsibility for the financial department, which effectively gives her full day-to-day operational responsibility for ISOC, equivalent to a Chief Operating Officer position. This will give the President more time to focus on external activities, including fund raising and other items of strategic importance.

5.2 Executive Director’s Report

Executive Director Lynn St. Amour reported that reasonable progress has been made in a number of areas in spite of the need to concentrate much of the staff effort on fundraising and managing costs. There are no silver bullets that will immediately solve ISOC’s financial issues. Foundations and other grant organisations have been approached but move too slowly to have a short-term impact.  Automation is taking place wherever appropriate, and within expense constraints.

The staff continues to improve its productivity. Mary Burger has resigned her position, and has not been replaced, with her duties divided up among the remaining staff. There is a  need to replace the member administration person who has also resigned, probably under terms of a short term contract. Staff requirements are also being reviewed. Lance Laack joined the staff as Webmaster. He not only has superb web master skills, but also can help in policy areas. ISOC has outsourced many tasks, and it was noted that far less Secretariat time was needed to support INET2000 than previous INETs due to the responsibilities taken on by the Japanese management team. The objective is to hold the line on salaries but obtain greater value. Some additional hiring may be necessary, and the Executive Direction mentioned the need to hire a membership/chapters manager to develop programs and support the Advisory Council.

A review is being conducted of administrative costs and how to attain higher value added, including outsourcing some functions. Projected expenses were reduced by USD 185,000 as compared to the budget. An analysis was made of closing the EMEA office; but the expenses would likely be incurred in any case. If needed, ISOC can slow down planned enhancements to eOTI and to the members-only web site. Alternatives to the present course of action are to make staff cuts, to do zero based budgeting, or take other drastic measures.

The Board unanimously carried Resolution 00-06.

Resolution 00-06 Appreciation of Mary Burger
RESOLVED, that the Board of Trustees expresses its appreciation to Mary Burger, ISOC’s first hired employee, for all of her many contributions to ISOC’s ability to function as an organization over the years.

6. Advisory Council Report

ISOC Advisory Council Chairman Osten Franberg reported on a productive meeting prior to the Board of Trustees meeting, with a wide variety of topics discussed.

• Internet Standards activities, with strong organizational support.
• ISOC Chapters, which are considered to need various levels of policy guidance and direction, and a variety of support from the Secretariat. The Council voiced the view that mature chapters can help others.
• The Advisory Council  role: can be the third program in the organization, rather than merely an advisory group, focusing on elucidation of public and industry Internet policy issues.
• ISOC Forums and Conferences, where the appeal for ISOC workshops is generally towards the public relations and marketing departments of organizations.

A list of 20 possible initiatives has been developed by the AC as input to the Board to help the development of an enhanced value proposition.   The 10 with the highest priority have been sent to the Board. The Council also proposed a new initiative where existing organizational members could use up to 50 % of their membership allowance to invite representatives of potential organizational members to accept complimentary individual memberships in ISOC. They would then be asked to convince their organizations to join ISOC. The Board noted that approval of such an initiative within the ISOC President’s authority.

It was reported that Ole Jacobsen has been appointed to be the AC Chair for the next 12 months.

It was also reported that the AC had expressed its appreciation to Osten Franberg for his leadership during the past year.

The Board unanimously adopted Resolution 00-07

Resolution 00-07 Appreciation of Osten Franberg and Stefano Trumpy
RESOLVED, that the Board of Trustees expresses its appreciation to Osten Franberg and Stefano Trumpy for their leadership of the ISOC Advisory Council during the past two years.

The Board discussed the potential role for the Advisory Council in providing a forum to bring together interested parties to discuss public and industry policy issues. The Board considered a proposal for a joint meeting with the Board and the Advisory Council, with the organizational members, to review a number of relevant policy issues.

With 7 in favor, 1 opposed and 1 abstention, the Board adopted Resolution 00-08.

Resolution 00-08 Advisory Council Charter
RESOLVED, that the Board of Trustees, subject to favorable legal review, endorses a revision to the ISOC Advisory Council charter to include the ability for the Council to host forums that allow organizational members and interested parties to discuss issues of common interest within the domain of public policy matters.

The Chair requested the list of 10 priorities submitted by the Advisory Council to be distributed electronically to the Board, and requested the Board to provide a response to the Council in a timely manner.

7. Financial Report

President Don Heath and Treasurer Michael Conn reported on this topic. It was noted that ISOC currently has a challenged balance sheet, with cash positions that puts the Society at risk. Although a break-even has been projected for year-end, it is quite possible that a loss will occur. But, until INET 2000 is concluded, that cannot be accurately determined.

It was reported that the Audit Committee had completed their evaluation of the ISOC audit conducted by the accounting firm Gelman, Rosenberg and Freedman of the Internet Society Financial Statement for the years ended December 31, 1999 and 1998. It was noted that the auditors advised the Audit Committee that in the auditor’s opinion that the financial statement presented fairly, in all material respects, the financial position of the Internet Society as of December 31, 1999 and 1998 and its changes in net assets and its cash flows for the years then ended in conformity with generally accepted accounting principles. It was noted that the auditors reaffirmed their comments in the financial statement about the Internet Society’s ability to continue as a going concern, based on the net loss of USD 1,230,706 for calendar year 1999 and the fact that as of December 31, 1999, ISOC’s current liabilities exceeded current assets by USD 1,155,766 and total liabilities exceeded total assets by USD 1,046,922.

The Board considered the objective of reaching a cash reserve of at least USD 600,000 by April 2001 and the various ways to achieve that objective.

It was felt that Board leadership was a critical part of addressing the financial situation, and the Chair proposed that every Trustee should take on a personal obligation to ISOC to raise at least USD 100,000 each by the end of December 2000.

The Board unanimously carried Resolution 00-09

Resolution 00-09 Audited Financial Statement for 1999
RESOLVED, that the Board of Trustees accepts the audited financial statements as a true and accurate record of the state of ISOC finances as of 31 December 1999.

There was unanimous agreement among the Trustees that it is recorded as the sense of the Board that the priority on revenues raised be spent first to retire debt, and then to build cash reserves so that they become equal to or greater than the amount of deferred revenue.

8. Conferences

8.1 INET’2001

Vice-President for Conferences, Richard Perlman, reported to the Board on the INET conference activity. Stockholm has been selected as the site for INET’2001, on the basis of a very strong financial proposal.  INET2001 will take place at the Stockholm Conference Center, June 5-8 2001.  ExpoNova will lead the management team.

The Board was informed of the potential to hold INET’2002 in Hawaii.

8.2 Future Conferences:

The Board was informed of the outcome of evaluation work relating to future INET conferences. The value of the opportunity to meet on a face-to-face basis must be balanced by the observation that the INET agenda has become too broad to be easily manageable. One approach is to target a lower attendee cost and a lower sponsorship requirements, coupled with a very strong theme to focus the conference and influence the value proposition for potential attendees. The Board noted the need to reduce financial risk of INET conferences, the role of the conference in attracting individual members of ISOC and the need to reduce financial risk to other ISOC activities.

The Board was informed of the forthcoming IEEE COMSOC IPv6 event which ISOC has agreed to co-sponsor with little resource required from ISOC.

8.3 INET 2000

Hitoshi Arai, Secretary General of the INET2000 Secretariat reported that, as of 17 July, the conference had 757 paid registrants, plus 109 attendees from the NTW.  55% are from the Asia/Pacific region, 17% from North America, and 16% from Europe. style=”mso-spacerun: yes”>  Approximately USD 4.3 million (Y454 million) has been raised, of which USD 2 million has been in sponsorships, USD 1.3 million for sponsored newspaper ads, USD 793,000 from registrations, and USD 250,000   in grants.  Expenses are USD 4.2 million, which is almost twice that of INET’99, due to, for the main part, site and equipment costs.

The Board unanimously carried Resolution 00-10

Resolution 00-10 INET’2000 Appreciation
RESOLVED, that the Board of Trustees expresses its appreciation to Hitoshi Arai, Jun Murai, Tommy Matsumoto, Hiroshi Fujiwara and Toru Takahashi for the great job they did in making INET 2000 so successful.

8.4 NDSS

The Board noted the report on this activity.

8.5 Network Training Workshops (NTW)

NTW Director Alan Greenberg reported that the 2000 Workshop trained 104 students at Keio University. The workshop introduced a training track on workshop hosting, and also introduced a track concentrating on policy-based routing and inter-provider interconnection. Workshop financing continues to pose challenges. It was noted that 2000 financing was not secured until January 2000 and a relatively conservative program was used as a consequence.

Edmundo Vitale and Ermanno Pietrosemoli reported on the third Network Training Workshop for Latin American and Caribbean countries, just held in Mexico City.   There were 162 students from 17 countries in attendance.  46 instructors came from 7 Latin American countries.  Eight tracks were given, all in Spanish.  The budget for the training was about US$85,000.  That equals about $500 per student.  This included transportation costs for all the instructors but only for some of the students.

The Board unanimously carried Resolutions 00-11 and 00-12.

Resolution 00-11 NTW 2000 Hosts Appreciation
RESOLVED, that the Board of Trustees expresses its gratitude to Uzuwo Takamoto, Osamu Nakamura, Suguru Yamaguchi, Yasuo Tsuchimoto, and Keio University for the splendid support they provided to NTW 2000.

Resolution 00-12 NTW 2000 Appreciation
RESOLVED, that the Board of Trustees expresses its gratitude to George Sadowsky, Alan Greenberg, Edmundo Vitale,  Ermanno Pietrosemoli, Alejandro Pisanty, and the Network Training Workshop (NTW) instructors for conducting a successful NTW.

9. Committee and Action Reports

9.1 Internet Architecture Board (IAB)

IAB Chair John Klensin reported to the Board on the IAB activities

9.2 Internet Standards

The Board noted the report of the Vice President for Standards.

9.3 Planning and Strategy

The Board noted the report of the Vice-President Planning and Strategy.

9.4 Communications

The Board noted the report of the Vice-President Communications.

9.5 Elections

The Board noted the report of the Chair of the Elections Committee. It was noted that there may have been problems in timely ballot deliveries in some areas of Africa and Latin America, due to the unreliability of some local/regional postal systems.

9.6 ISTF

It was reported that an ISTF steering group has been appointed to assist in the governance of the ISTF. ISTF Working Groups that have been formed include open software; low cost universal access; cultural and language diversity; accessibility for the disabled; privacy and security. ISTF Working Groups in formation include uniforum/portal; community networking; global bodies and policy.   There are 18 discussion groups/lists.   The ISTF participated in development of a white paper and the UNESCO report. A Digital Divide press release is pending, endorsing the recent G8 related statement.

It is planned to request the Working Groups to identify and set delivery schedules for work items, consider means to sustain staff support for ISTF and enlist chapters in the conduct of ISTF Working Groups.

The Board unanimously adopted Resolution 00-13

Resolution 00-13 Lyris Appreciation
RESOLVED, that the Board of Trustees expresses its gratitude to Lyris, and especially Sheryl Hiatt, for the excellent and valuable support they have provided to the ISTF.

9.6 Individual Membership

Individual Membership Vice President Daniel Kaplan reported that reports show we are retaining 39% of ISOC’s individual members annually, indicating that an expensive recruitment campaign will not have a good return on the investment unless this retention rate is improved. It was noted that 57% of ISOC’s individual members are now in chapters. Lists, SIGs,  and discussion forums have been established in recent months to increase member participation.

The Board discussed a number of membership options, including chapter-based membership as the only vehicle for membership and free individual memberships

9.7 Organizational Membership

Vice-President Tony Yustein reported that there are 164 organizational members, generating  USD 1.67million in annual dues for 1999.  It was proposed that ISOC needs to focus on increasing the amount of communications with organizational members.  There is a lack of representation from the new Internet businesses, and more marketing to those companies is needed in order to increase our penetration of that segment.   It was suggested that organizational members need to be included in more activities. The Advisory Council could be used to more effectively in such a role.

9.8 ISOC Web Site

The Board noted the report concerning ISOC’s web site..

9.9 Chapters

Vice President Tarek Kamel reported that there are 60 chapters currently recognized, an increase of 8 to date in 2000. 86 Chapters are in various stages of development; of which 26 have applied for charters, and of these, under half are in developed countries.

It was reported that a Chapters Council was established per resolution at the last Board meeting.   Among its goals are the support of chapters through the sharing of best practices, along with providing advice on starting and operating chapters. There is no uniform method of chapter administration, but it is hoped that through the exchange of experiences, the chapters will become more efficient in their administrative roles. A Chapters Council Meeting was held in Cairo, March 6, with 27 countries represented.  A chair and steering committee were appointed. Working groups were set up for six areas of development.   Follow-up plans include: sistership programs between chapters, both inter and intra regional, to help communications and participation; increase the participation in ThinkQuest; and organize regional chapter events.

It was noted that chapters have, to date, not proved an effective catalyst for organizational membership, and some attention needs to be devoted on how to reverse this situation.

9.10 Publications

Publications Vice President Nick Trio and Publisher Wendy Rickard reported to the Board.   The electronic version of OnTheInternet (eOTI) was successfully launched.  A hard copy public policy issue of OTI was published this month.

9.11 Education

Education Vice President George Sadowsky reported on ISOC’s education program. To date some 2,500 people have been trained through the Network Training Workshops. However, the current business model is breaking rapidly and the current delivery model is stretched badly.  The education program needs to make radical changes in order to continue to successfully carry out ISOC’s mission.  It is no longer appropriate to deliver the training in a central location, and some leverage of chapters could provide a more distributed educational program delivery model. A new program could fit within a modified Sustainable Internet Training Center model.  Consideration also needs to be given to including other organizations that provide training in various areas of the world.  Plans will be developed for a new approach in ISOC’s delivery of training.

It was noted that the Latin American workshop model of workshop organization should be examined with the idea of possibly replicating this elsewhere, since they have been very successful in their implementation of regional training with a sustaining funding structure.

9.12 Public Policy

Public Policy Vice President David Maher reported.  While there have been several suggestions of ISOC white papers, there has been limited success in getting volunteer help to put together such papers, and more input and effort would be very welcome.  Anything ISOC wants to do in the public policy arena is heavily dependent upon how ISOC sees its role and structure going forward.

ISOC’s representation within ICANN is as part of the Non-Commercial Constituency.   There are pressure groups within that constituency that sometimes drown out ISOC’s voice. It may be that political pressures force ICANN into areas in which they don’t have competence.   It is venturing into areas where the IAB and IETF have experience and a much greater competence.

It is planned to continue outreach and related functions, and coordinate on white papers with the ISTF. It was recognized that sometimes it is not possible to arrive at a definitive consensus of opinion within ISOC on controversial issues.  But ISOC can provide exposure for the diverse views.

9.13 UNESCO

Trustee Christine Maxwell reported that there has been some activity relating to an application for formal status as an official NGO of UNESCO undertaken in ISOC’s name.

Discussion within the Board highlighted both positive and negative aspects of such an application and no decision was taken to endorse this activity.

10. ISOC Future Direction and Structure

Chairman Geoff Huston made a presentation and proposal concerning a restructuring of ISOC. Further details about the proposal are contained in ISOC document 00-01. It was noted that there is a need to e liminate structural activity cross-subsidization, provide direct accountability of support to benefit, service a spectrum of market needs with specific programs that are targeted directly to each market sector, provide focus to our activities and allow outcomes to be assessed in terms of effectiveness.

The proposal noted that ISOC is a collection of distinct activities: standards, membership, public policy, and forums, and the Society should restructure itself along these lines.

• Standards Support – ISOC is the last point of appeal in standards disputes. ISOC stands behind the IETF in many ways, not just financial.  ISOC is the publisher of record for the RFC Editor.   Organizations clearly want to state their support for Internet standards.  There is a recognition of value.  But there is no vehicle in the IETF to do that.  ISOC can provide that vehicle. We can look at e.g., the RFC Editor that today consists of 2,883 documents, numbered, with no easy way of searching by topic/category, and add value there.
• Membership – Use chapters as the adopted membership service delivery mechanism.  Perhaps have a membership that has no charge, but gets only e-services and has an initial enlistment with periodic refreshments.
• Public Policy – Focus on the organizational constituency.  The mantra of most governments is industry self-regulation.  Every major player has a public affairs area and we need to capitalize on that.  Foundations might want to step in and assist industry in this area.
• Forums – These include ISOC’s conferences.   We need be sure that they are relative to a market, and have recognizable themes that will appeal to the market.

Principles of the Proposal: Each of the programs would have a specific market sector constituency with targeted services, and would be financially self-sustaining.   Each program would have its own P&L and management. Each function would pay an administrative component to the Secretariat.  The Board could add, adjust, or terminate programs based upon results.

Next steps:  It was recognized that more work needs to be done, and to undertake this the Board was requested adopt this framework in principle so there is direction and guidance for the Secretariat.  D style=’color:black; layout-grid-mode:line’>etailed plans can then be prepared, with the Board providing oversight and monitoring.

The Board discussed aspects of this proposed direction, noting that it would be beneficial to allow the CEO some degree of latitude to cross-fund across program elements as part of the role of operational program management. There was also concern voiced over individual membership being viewed as just a program. It was also noted that there is nothing to prevent the CEO from undertaking some of this organization now, while maintaining overall management responsibility and the flexibility to make changes as needed.  The CEO can reorganize our cost centers to manage in a similar manner to the proposed structure, before the Board takes on too drastic a change.

It was commented that the Board needs to recognize that the proposed structure is not needed to make ISOC’s message clearer. It was asserted that better public relations. and some refocusing can take care of that. style=”mso-spacerun: yes”>  The comment was made that the proposal will lead to ISOC, in effect, walking away from the individual membership community and having Board members appointed by cliques rather than in open elections, and the consequent question raised concerned the impact of this on the elections of the Board.

It was commented that ISOC would need to focus on value propositions for the membership, as there is not a well-defined set of deliverables that are recognized by enough as being of value.  It was noted that the proposed structure would enable the various activities to have a more direct and narrow appeal to those interested in primarily supporting them.  There are new programs that ISOC could institute that could generate new revenue. If an activity cannot find support, it might not be one that should be provided by ISOC.  The consequent consideration is whether contributors or members be allowed to allocate their contributions, where members target money to specific activities, above a base membership fee.

It was noted that under the proposed structure, individual membership money would come into chapters and they would decide how to pool their money.   Organizational money would be divided into standards and policy program support in an as yet undefined method.   This seems to be somewhat like IEEE and ACM in that there could be a core basic membership, plus additional support for publications, SIGs, etc.

It was also noted that the Chapters Council needs to be consulted before they are asked to take on such additional responsibility. It was noted that the proposed structure puts policy in the hands of the organizational constituency and does not make sufficient allowance for input and influence of the individual members.

Discussion highlighted the comment that what ISOC needs is better focus and better accountability.  ISOC should define the deliverables that would be expected from these types of functions.

With 7 in favor, 1 opposed and 3 abstention, the Board adopted Resolution 00-14.

Resolution 00-14 ISOC Directions
RESOLVED, that the Board of Trustees adopts in principle the structure proposed in the ISOC Directions document, and will work to further develop and refine this proposal.

11. Other Business

11.1 Procedural Matters

Following the announcement of a request by Trustee Manuel Sanroma for the ability to vote by proxy or by telephone in the election of officers, there was a discussion of trustee voting. It was pointed out that there is nothing in the by-laws to allow proxy voting, nor has there been a precedent established to allow this.

It was noted that the Board can change the by-laws to allow proxy voting, but that would not take effect in time to allow it to happen during the meeting of the next Board that is to follow this meeting. It was proposed that the new Board should undertake to review these issues and clarify the voting process, making any changes to the by-laws should it be deemed necessary.

12. Next Meeting

The next regular meeting of the Board of Trustees shall be held immediately following the adjournment of this meeting.

13. Move to Adjourn

The meeting was adjourned at 3:25 p.m., 18 July 2000.

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