Minutes of Board Meeting No. 16

11 – 12 Dec 1998, Orlando, United States

Title: Minutes of December 1998 meeting of ISOC Board of Trustees
Author(s): G. Huston (Secretary)
Date: 1998.12.12
Committee: BoT
Document: 98-029
Revision: 1
Supersedes:
Status: Adopted
Maintainer: G. Huston
Access: Unrestricted

A regular 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 Hyatt Orlando in Kissimmee, Orlando, Florida, U.S.A., on Friday, December 11 1998 and Saturday, December 12 1998.

Vinton Cerf, Chairman of the ISOC Board of Trustees, assumed the duties of Chairman of the Meeting and called the Meeting to order at 9:00am on December 11 1998. Geoff Huston, Secretary of the ISOC Board of Trustees, assumed the duties of Secretary of the Meeting and recorded the Minutes.

1. Attendance

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

Scott Bradner, Vinton Cerf, Susan Estrada, John Gage, John Gilmore, Don Heath, Christian Huitema, Geoff Huston, Christine Maxwell, Jun Murai, Kees Neggers, George Sadowsky and Ben Segal.

Apologies:

Trustees Dave Farber, Tim O’Reilly, Jose Luis Pardos and Vice President for Conferences, Javier Sola.

A quorum was present on both days.

Also attending the meeting were:

Ole Jacobsen (Vice President for Chapters),
Gordon Howell (ISOC Chapter Facilitator),

Nicholas Trio (Vice President for Publications),

Alan Greenberg (Workshop Coordinator),

Brian Carpenter (IAB Chair),

Glenn Kowack (POC),

ISOC Advisory Council Officers: Stefano Trumpy (Chair), Lajos Balint, Glenn Ricart, Helmut Schink, and Osten Franberg,

ISOC Staff: Marty Burack, Lynn St Amour, Mary Burger, Wendy Rickard, Mike Sadowski.

The chair welcomed to the meeting John Gage, who was appointed to office as per the Board’s adoption of Resolution 98-22, following the demise of Jon Postel.

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 1998 Annual General Meeting of the Board of Trustees held on July 20 – 21 1998, at Geneva, Switzerland, had been distributed for review prior to this meeting.

The minutes were unanimously approved.

The minutes of a regular meeting of the Board of Trustees held on July 20 – 21 1998, at Geneva, Switzerland, had been distributed for review prior to this meeting.

The minutes were unanimously approved.

4. Ratification of Electronic Votes

The Board ratified the adoption of the 1999 Nomination and Trustee Election Committee timetable.

Resolution 98-17 1999 ISOC Nomination and Trustee Election Committee Timetable
RESOLVED, that the Board of Trustees adopt a timetable for the 1999 Trustee nominations and election process in accordance with the procedures of Resolution 94-19 (as amended), commencing with the opening of the Nominations period on November 17, 1998. The timetable to be adopted is as follows:

November 17, 1998 December 17, 1998 December 19, 1999 January 22, 1999 January 29, 1999 February 26, 1999 March 1, 1999 May 3, 1999 May 3, 1999 May 13, 1999 May 23, 1999 June 12, 1999 June 21, 1999

Nominations Period Opens Nominations Period Closes Nominations Committee Announcement Petition Period Closes Candidate Announcement Ballots Posted Election Period Opens Election Date Challenge Period Opens Elections Committee Certifies Result Challenge Period Closes ISOC Response to Challenge Period Closes ISOC Board of Trustees Annual General Meeting

The Board ratified the establishment of a bank account to support the establishment of the Jonathan B. Postel Endowed Chair Fund.

Resolution 98-18 The Jonathan B. Postel Endowed Chair Fund
RESOLVED, that the Board of Trustees authorizes the President of ISOC to establish a bank account to support the establishment of:

The Jonathan B. Postel Endowed Chair Fund, and

Wachovia Bank, N. A. (the “Bank”) is designated a depository for these funds, and any one of the persons who now or hereafter hold the titles listed below or who are named below, are authorized to transact any and all business with the Bank concerning the Banks’ cash management and deposit services and other banking services.

Internet Society President and CEO
Internet Society Chair of the Board of Trustees

The Board ratified the establishment of a bank account to support the establishment of the Jonathan B. Postel Service Award Fund.

Resolution 98-19 The Jonathan B. Postel Service Award Fund
RESOLVED, that the Board of Trustees authorizes the President of ISOC to establish a bank account to support the establishment of:

The Jonathan B. Postel Service Award Fund, and

Wachovia Bank, N. A. (the “Bank”) is designated a depository for these funds, and any one of the persons who now or hereafter hold the titles listed below or who are named below, are authorized to transact any and all business with the Bank concerning the Banks’ cash management and deposit services and other banking services.

Internet Society President and CEO
Internet Society Chair of the Board of Trustees

The Board ratified the appointment of an ISOC Assistant Secretary.

Resolution 98-20 ISOC Assistant Secretary
RESOLVED, that the Board of Trustees authorizes the President of ISOC to appoint an ISOC Assistant Secretary. The duties of the Assistant Secretary shall be defined and delegated by the ISOC Secretary, and shall include signing forms and other documents that require the signature of the ISOC Secretary, in those cases where the Secretary is unavailable. Copies of the signed documents, and records of all other delegated actions shall be sent, promptly, to the ISOC Secretary.

The Board ratified the amendment of the ISOC Procedure of the Nomination and Election of Trustees.

Resolution 98-21 Elections Committee Chair
RESOLVED, to amend the ISOC Procedures for Nomination and Election of Trustees such that the chair of the Elections Committee may be a Trustee, or Trustee Emeritus, with the qualification that the Trustee concerned is not standing as a candidate in the election.

The Board ratified the appointment of John Gage as a Trustee (John Gage was not present at the ratifying vote).

Resolution 98-22 Election of John Gage
RESOLVED, that John Gage be elected by the Board to serve out the uncompleted term of Jon Postel as Trustee of the Internet Society until a new trustee is elected to fill this position and takes office during the INET’99 event in June 1999.

5. Amendment to the ISOC By-Laws

With the affirmative vote of all 12 Trustees present, the ISOC By-Laws were amended as per Resolution 98-23 in order to correct an inconsistency in an internal reference within the By-Laws.

Resolution 98-23 Amendment of ISOC By-Laws
RESOLVED, that the ISOC Bylaws be amended to remove the words:

“(as defined in Article VI, Section3, Clause(1) of these By-Laws)”

from ARTICLE II, Section 2 of the ISOC By-Laws.

6. President’s Report

The President noted that ISOC has had a successful year in 1998. The finances of the organization had improved substantially, with annual recurring organizational dues increased by over USD $400,000 through the year, bringing organizational income to a base of USD $1,500,000 for the year. This has been accompanied by a positive cash flow throughout the year. The Society is grateful to the support shown by its organizational members.

Individual membership has been steady at some 7,000 members. The profile of membership indicates membership drawn from 160 countries, with some 28% of members also belonging to one of the 35 active ISOC Chapters.

ISOC’s capability to support local chapter-based activity has been significantly improved with the establishment of an ISOC Geneva office and the appointment of an Executive Director, Lynn St Amour. The office will maintain a world wide perspective, and liaise with international organizations, NGOs and regional efforts.

The President noted that the March 1998 NDSS conference achieved a positive financial outcome with a good program and attendance. INET’98 was a significant success, with an applauded program and an excellent keynote series, and the financial outcome of the conference underlined this significant success. The adjunct Network Training Workshops were conducted in both Europe and South America for 1998, and trained 276 individuals from 100 countries, involving the efforts of 64 instructors from 25 countries.

ISOC has also been actively involved in the evolving issues relating to the administrative infrastructure of the Internet. ISOC indicated its support of the USG White Paper, and has been active in its support of the recently formed Internet Corporation for the Assignment of Names and Numbers (ICANN), as well as the associated Support Organizations (SOs). ISOC has also participated in the WIPO-lead process to develop dispute resolution procedures for presentation to ICANN in March 1999.

On behalf of the IETF, ISOC has contracted with the University of Southern California to perform the role of RFC Editor, a role previously funded by the US Government as part of the IANA activity. This funding commitment to the RFC Editor program has substantially increased the Society’s financial commitment to the IETF and the Internet Standards process, and has allowed the role of RFC Editor to continue without disruption following the termination of the US Government IANA funding contracts.

The six year legal action concerning the defense of the name “Internet”, allowing the term to be unencumbered by intellectual property rights, appears to be close to settlement. ISOC has agreed on the principles of settlement, and attention is now on the terms of settlement.

The Society’s publications continue to be well received by the membership, and the current official publication, “OnTheInternet”, and the monthly news and summary electronic publication, “ISOC Forum”, will be complemented by another electronic publication, “Inside ISOC”, that will focus on activities within ISOC. This will be complemented by efforts to improve communications between ISOC members, allowing the Society to develop positions which reflect membership views and objectives.

7. ISOC Advisory Council Report

The ISOC Advisory Council met on December 10, 1998 in Orlando. Stefano Trumpy, chair of the Advisory Council, briefed the Board on the meeting.

The elected Advisory Council Officer are Lajos Balint (Hungarnet), Glenn Ricart (Novell), Helmut Schink (Siemens) and Osten Franberg (Ericsson). The Advisory Council is undertaking an active role in discussing current topics and formulating advice to the Board of Trustees.

The December 1998 Council meeting has considered the formation of ICANN, and the Board was informed that the Advisory Council is supportive of ISOC involvement within the ICANN structure. The Council proposes that ISOC formally endorse ICANN through a position statement and associated public announcement.

8. Financial Report

8.1 Current Financial Status Report

The Board considered the Society’s cash flow projections for the forthcoming four months, and noted a projection of positive fund consolidation over the period, projecting a cash flow balance of USD $601,244 at the end of March 1999.

The Board also considered an unaudited Balance Sheet, reporting the financial position of the Society as of November 30, 1998. The Board noted total assets of USD $1,149,465, down USD $600,000 from the same date in 1997. CORE funds held at November 30 1997 totaled USD $601,905, and these funds have been released to CORE in the intervening 12 months. The overall financial position of the Society as of November 1998 is considered to be sound.

The Board considered an income and expenditure statement detailing expenses and income for 1998 against the approved 1998 ISOC Budget on an individual program basis. The Board noted that the current 1998 financial projections were for a year-end income of USD $4,491,516 and expenses of USD $4,039,275, generating an operating surplus of USD 452,241, compared to the ISOC budget operating surplus of USD $209,492. A significant component of this result has been in effective expense management in the INET’98 activity, where conference costs were managed to outcomes below the budget levels.

8.2 1999 ISOC Budget

The Board reviewed the proposed 1999 ISOC budget, noting planned income of USD $5,458,444, and proposed expenditure of USD $5,105,656, projecting an operating surplus of USD $352,788 for the year.

The Board noted an increased level of planned financial support to the IETF activity, with a budgeted expenditure of USD 450,000. It was noted that this increased amount of financial support is intended to encompass the RFC Editor contract in addition to the current support to the IESG and IAB. It was also noted that there are a number of IANA protocol assignment functions that may entail ISOC financial support, as advised by the IAB, and a budget line item should be entered to cover this expenditure.

The Board noted that the presentation of the proposed budget grouped a number of income streams and expenditures under the line item of the European, Middle East and African (EMEA) ISOC Office, and requested that the final adopted budget be amended to place the Office’s income and expenditure streams within the relevant ISOC activity budgets. It was noted that the EMEA Office is intended to operate at minimal financial risk to ISOC, and the proposed budget does indicate the intention to achieve a positive cash flow from the office’s activities. The Board also noted the intention to operate the office in cooperation with EMEA region chapter activities, ensuring that the benefits to ISOC and ISOC Chapters are maximized through the establishment of this office.

The Board also requested that the outcome of Resolution 98-25, shifting the USD 100,000 Workshop contribution from the INET conference budget to the ISOC workshop budget be included within the presented budget.

The Board adopted Resolution 98-24 to accept the proposed 1999 ISOC budget, subject to a number of conditions.

Resolution 98-24 199 ISOC Budget
RESOLVED, to give leave to the ISOC Executive Committee to approve the 1999 ISOC budget, subject to the following conditions:

• changes in presentation of the budget, as recorded in the Board minutes,
• with leave to the CEO to approve an operating budget which varies by no more than USD $50,000 in total financial outcome from the approved budget, and
• incorporation of line expenditure items associated with the financial support of IANA functions.

The Board reviewed the overall budgetary strategy for the Society, noting the strategic objective of reasonable financial security through the accumulation of an adequate level of financial reserves. The Board adopted Resolution 98-25.

Resolution 98-25 ISOC Budget Strategy
RESOLVED, that the Board states the strategic financial objective of achieving an organizational financial structure which includes an accumulation of no less than 6 months of operating expenses by January 2002.

9. Conference Report

9.1 INET’98

The Board noted the successful outcome of INET’98. The registration target of 1,200 attendees was achieved, with a total registration of 1,265 for the conference. The Board also reviewed the conference evaluation report, and noted the overall positive reception to the conference and its program.

The Board noted with appreciation the local Geneva efforts in supporting the INET’98 conference, with a total sum of USD $1,300,000 raised in cash and in-kind contributions to support the workshop, tutorials and conference from this local effort.

9.2 1998 Network Technology Workshops

The Board was informed of the successful undertaking of the 1998 Network Technology Workshops, with one workshop stream hosted in Geneva, with four English tracks and 2 French language tracks. This stream had 162 students, drawn from 70 countries, and 43 teaching staff, drawn from some 18 countries. The second stream was hosted in Rio De Janeiro, where 125 students were taught in Spanish and Portuguese in 4 tracks.

Collection of funds continues, with some funds being contingent on the production and circulation of workshop reports. This activity is underway.

The Board proposed that a report of the INET’98 Conference and Network Technology Workshop be prepared and circulated to corporate sponsors, ISOC Chapters and Advisory Council members, noting that an outstanding sponsorship contribution totaling USD $172,670 is contingent on this report.

9.3 1999 NDSS Conference

The Board noted that NDSS’99 was scheduled to be held at San Diego, on February 3 – 5 1999. The conference program includes 6 tutorials, followed by a 2 day conference program. The conference budget has been drafted with the assumption of between 150 to 200 registrations. To date USD $20,000 in sponsorship has been raised, and there is strong confidence in a positive outcome by the conference organizers, both in terms of conference content and financial performance.

9.4 1999 Network Technology Workshop

Alan Greenberg, Workshop Coordinator, reported on the status of the 1999 workshops. Two workshops are proposed for 1999, one to be held at San Jose State University, with four English tracks and one technical management track conducted in French, and one to be held in Venezuela, conducted in Spanish and Portuguese. Fund raising activity through sponsorships is underway for these workshops.

The Board reviewed the proposed 1999 workshop budget for the San Jose venue, noting proposed income and expenditure of USD $665,000, together with in-kind contributions adding a further USD $208,000 to the budget. The Board approved of a fund raising methodology which recognized in-kind as well as cash contributions to the workshops, and also proposed that workshop sponsors receive visible promotion at the INET conference as an expression of appreciation for their support.

The Board considered the current conference and workshop accounting practice of transferring USD $100,000 from the Conference budget to the Workshop budget, and adopted a resolution ceasing this arrangement as of INET’99, transferring this funding component to the general ISOC budget.

Resolution 98-26 Network Technology Workshop Budget
RESOLVED, to place an explicit entry in the annual ISOC budget to support the Network technology Workshop activity, and separate the Workshop and INET conference budgets.

9.5 INET’99

The Board reviewed the arrangements for INET’99, scheduled to be held at San Jose in June 1999. The conference budget has been prepared with an attendance level of 1,500 paid registrations, estimating an operating surplus of approximately USD $325,000 and a contingency fund of USD $100,000. Funding raising activity, through conference sponsorship solicitation, is already underway for INET’99.

Some 366 abstracts have been submitted to the Program Committee, of which 200 were accepted, and there is the confident expectation of a strong program. The Board noted that Mike Roberts has had to stand down from the position of co-Program Chair, following his appointment as the CEO of ICANN.

The Board noted the current status of conference preparatory activity, and noted that no Board action was required at this stage.

10. ISOC Membership Report

The Vice-President for Membership, Christine Maxwell, reported to the Board on the current status of ISOC membership. Current individual membership is at 6.875 members, a level which has been relatively constant for the past 24 months. While the total membership has been constant there has been a shift towards a more international membership profile, with some two thirds of the membership from outside of the U.S.A.. The level of participation at higher levels of membership was noted, with some 3% of members opting for membership at a higher category.

The Board considered the various options open to the Society regarding the desired level of individual membership. The Board endorsed an approach of rapid growth of individual membership numbers, noting that this may involve outsourcing various membership service functions.

Resolution 98-27 ISOC Membership
RESOLVED, to develop and implement an approach to raising the level of individual membership of the Society, with the objective of enrolling 100,000 individual ISOC members by the year 2000.

The Board chartered a working group to develop a membership drive program. The Board reviewed a report prepared by The Gable Group relating to the vision, mission and perception of the role of the Society. The Board decided to hold a 2 day retreat in the first quarter of 1999, with the objective of determining a strategy for the Society to effectively communicate its role and benefit to the Society’s membership and the broader Internet constituency.

11. Chapters Report

The Vice-President for Chapters, Ole Jacobsen and the ISOC Chapter Facilitator, Gordon Howell reported to the Board on the current status of ISOC Chapters.

The Board noted that a total of 36 ISOC Chapters have been chartered, with the Thailand Chapter currently in suspension. It was reported that 16 groups are in the process of incorporation as an ISOC Chapter, and a further 35 groups are exploring ISOC Chapter formation. The Board noted the trend of formation of city-based chapters over national bodies, and noted the positive aspects of such city-based chapters in terms of local momentum and effectiveness. The Board noted concerns with Membership Costs, where the variation in exchange rates created implicit variation of the ISOC membership dues component when expressed in the local currency. The minimum membership level of 25 individual members was also cited as an open issue to be reconsidered.

A report on Chapter Operations was presented to the Board, noting Chapters as the membership growth level for ISOC, and highlighting some common operational weaknesses in the Chapters. The report proposed a common operational model for Chapter operation, based on a discussion paper prepared by an ISOC Chapters working group. The Board noted this report and suggested that this concept be further refined by regional Chapter meetings within the ISOC Internet Fiesta and INET’99 events.

12. Publications Report

The Vice-President for Publications, Nick Trio, and the ISOC Editor, Wendy Rickard, reported to the Board on the status of the various ISOC publications.

The Board considered the implications of moving the OnTheInternet publication into a frequently updated electronically published format, noting the financial, business and membership implications of such a transition. The role of OnTheInternet as the publication of record for the Internet Standards process was discussed, and the Vice President for Standards will report to the Board on any implications resulting from such a transition. The Board adopted Resolution 98-28.

Resolution 98-28 ISOC Paper Publication
RESOLVED, that it is recorded as the sense of the Board to allow the suspension of production of the paper print version of the publication “OnTheInternet” within an adopted program of electronic publication.

The Board unanimously adopted Resolution 98-29.

Resolution 98-29 ISOC Electronic Publications
RESOLVED, that it is recorded as the sense of the Board to endorse the expenditure of resources to support publication of “OnTheInternet” as an electronic publication.

The Board chartered a publications working group to implement a transition plan For electronic publication, noting that two further paper editions of OnTheInternet were planned for the first half of 1999, and an electronic publication could be launched at INET’99.

The Board noted the proposal to re-schedule the monthly publication of ISOC Forum to the first week of the month.

The Board noted the production of a new electronic newsletter, Inside ISOC, intended to inform ISOC members of the activities within ISOC’s six major program areas: Conferences, Education, Publications, Chapters, Membership and Standards.

The Board noted the report on the current state of developing an ISOC Imprint, allowing ISOC to develop a book and new media publication direction. A partnership with an established publication house has already been established, and further progress will be reported to the Board.

13. Nominations Committee Report

The chair of the Nominations Committee, Kees Neggers, requested the Board for assistance in proving the Committee with the names of further potential candidates for consideration. The Board reviewed the procedures for the nomination and election of Trustees, noting that the precise definition of the petition period was timed against the election date, whereas the operational timetable is timed against the nominations announcement, allowing adequate time for the preparation of ballots following the close of the petition period. The Board unanimously adopted Resolution 98-30 to clarify the intent of this procedure.

Resolution 98-30 Petition Period Definition
RESOLVED, that the ISOC Procedures for the Nomination and Election of Trustees be amended to allow petition candidates to file their petition with the chair of the Nominating Committee no later than 30 days following the announcement of nominated candidates.

14. Legal Report

As noted in the President’s report, the legal action concerning the defense of the name “Internet” appears to be close to settlement. ISOC has agreed on the principles of settlement, and attention is now on the terms of settlement.

The Board expressed its gratitude to Skadden Arps for their assistance to ISOC in providing legal services to the Society.

15. Standards Report

The Vice-President for Standards, Scott Bradner, reported to the Board on the current status of the Internet Standards activity. It was reported that the relationship between ISOC and the IETF is now well accepted and strong, citing the ISOC copyright on Internet Drafts and RFC documents as an instance of the benefits of this relationship.

The RFC Editor function has continued without interruption through the transition to an ISOC funded service contract.

It was noted in the report that ISOC may undertake a more formal role within the proposed Protocol Support Organization

16. IAB Report

Brian Carpenter, the Chair of the IAB reported to the Board.

The Board was informed that the RFC Editor function was operating without interruption, and commended the team at the Information Sciences Institution of the University of Southern California for their efforts.

Regarding the Protocol Support Organization, the interaction between the ICANN and the IETF is proposed to be within the terms of a Contract, or potentially a Memorandum of Understanding, executed between ICANN and ISOC, with ISOC acting as the incorporated agent of the IETF. The precise details and roles defined within the contract are being developed within the IETF, within the forum of the POISSON Working Group. It is proposed that the IAB will present the IETF working draft to ISOC for consideration.

It was reported to the Board that the IETF is desirous of an agent to perform the protocol assignment function within the broader Internet Standards activity, and consideration is being given to ICANN to oversee this activity under the terms of an agreement between ISOC, as an agent for the IETF, and ICANN.

The Board was informed that the IAB will be producing a report on the Wassenaar Agreement concerning the export control of cryptographic algorithms. The Board unanimously adopted Resolution 98-31.

Resolution 98-31 ISOC Statement on Cryptographic Technology
RESOLVED, that in view of the developments under the Wassenaar Arrangement, the Board of Trustees of the Internet Society reiterates the position stated within RFC 1984. Export controls and usage controls are slowing the deployment of security at the same time as the Internet is exponentially increasing in social impact, and attackers are increasing in sophistication. Internet users are being placed in a dangerous position if they are forced to rely on insecure electronic communication through inappropriate restriction of the use of cryptographic technologies.

17. POC Report

Glenn Kowack reported on the current status of the POC and CORE activities. It was noted in the report that the activity is now focussing on the ICANN structure, and the Domain Name System Supporting Organization in particular. It was noted that there are a number of proposals for this organization that have been submitted to ICANN.

18. Memorial Fund Report

Dan Lynch has agreed to coordinate fund raising activity for the Jonathan B. Postel Endowed Chair Fund, with a fund target of USD $2M. The Board expressed its gratitude to Dan for undertaking this activity.

Craig Partridge has agreed to coordinate fund raising activity for the Jonathan B. Postel Service Award Fund, with a fund target of USD $250,000. The Board expressed its gratitude to Craig for undertaking this activity. ISOC received with gratitude a cheque from Vint Cerf for the amount of USD $25,000 for this fund. The Board also noted with gratitude the Microsoft donation of the December 1998 IETF Social Event fee to this fund.

19. Staff Matters

The Board noted with pleasure the appointment of Lynn St Amour as the Executive Director of the Europe, Middle East and African ISOC Office, located in Geneva, Switzerland.

The Board congratulated Mary Burger on her appointment as Director of Administration, and noted with gratitude her long standing service to the Board.

20. Executive Session

The Board met in executive session to discuss staff matters.

21. In memory of Jon Postel

The Board unanimously adopted the following Resolution in memory of Jon Postel
The Board expresses its deep sense of loss and mourning following the death of our fellow Trustee and friend, Jonathan B. Postel. Jon served as a Trustee from 1993 until his death in October 1998, and the Board, and the Internet Society, were the beneficiary of his good sense and practical approach to all matters considered by the Board. Goodbye Jon.

22. Next Meeting

The next meeting of the ISOC Board of Trustees is scheduled to commence on Monday, June 21 1999, in San Jose, U.S.A..

23. Move to Adjourn

The meeting was adjourned at 11:40am, 12 December 1998.

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