Minutes of Board Meeting No. 11

23 – 24 Jun 1997, Kuala Lumpur, Malaysia

Author(s): G. Huston (Secretary)
Date: 1997.7.16
Committee: BoT
Document: 97-01
Revision: 2
Supersedes:
Status: Unconfirmed
Maintainer: G. Huston
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 Pacific Hotel, Kuala Lumpur, Malaysia, on Monday June 23 1997 and Tuesday June 24 1997.

Lawrence Landweber, Chairman of the ISOC Board of Trustees, assumed the duties of Chairman of the Meeting and called the Meeting to order at 12:50pm on June 23 1997. 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, Frode Greisen, Shigeki Goto, Saul Hahn, Don Heath, Christian Huitema, Haruhisa Ishida, Tomaz Kalin, Lawrence Landweber, Tim O’Reilly, Jon Postel and George Sadowsky.

Apologies were received from:

Susan Estrada and Dave Farber.

A quorum was present on both days.

Also attending the meeting were:

Geoff Huston (Secretary), Mary Burger (ISOC Secretariat), Marty Burack (ISOC Secretariat), C. Joe Pasquariello (ISOC Advisory Council), Nicholas Trio (ISOC Advisory Council), Michael Conn (ISOC Advisory Council), Ole Jacobsen (ISOC Advisory Council), and Stefano Trumpy (ISOC Advisory Council).

The chair welcomed as observers to the meeting the elected Trustees who assume office at the adjournment of the meeting:

John Gilmore, Christine Maxwell, Jun Murai, Jose Luis Pardos and Ben Segal.

The meeting, apart from Board consideration of items that are noted in the minutes as matters considered in closed session, 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 Meeting of the Board of Trustees held on December 23 – 24 1996, at San Jose, California, U.S.A., had been distributed for review prior to this Meeting.

The minutes were amended to correct one minor transcription error.

The Minutes, as amended, were unanimously approved.

4. Ratification of Electronic Votes

The Board ratified the adoption of the IETF POISED documents.

Resolution 97-01 Confirmation of IAB Positions
RESOLVED, that the Board confirm the nominations of the IETF Nominations Committee to the IAB:

Steve Deering
Tony Hain
Erik Huizer
Cydi Jung
Robert Moskowitz.

The Board ratified the signing of the generic Top Level Domain Memorandum of Understanding.

Resolution 97-02 Generic Top Level Domains Memorandum of Understanding
RESOLVED, that the Board endorses the generic Top Level Domains Memorandum of Understanding, and authorizes the President to sign the document on behalf of ISOC.

5. President’s Report

The President, Don Heath, spoke to his report.

The President reported on the ISOC activity associated with the issue of generic Top Level Domains (gTLDs), noting the work of the International Ad Hoc Committee (IAHC) in completing the IAHC report, the solicitation of comment from the Internet community and the publication of the Final Report at a signing ceremony in May. The President noted the activity effected a model for Internet self-governance.

The current financial position of ISOC was noted as being very serious. The President reported that his current priority in the area of fund raising for ISOC. Organizational membership funding had been eroded with lower than anticipated organizational member retention rates, and the effort is already indicating some success with an 88% retention rate for 1997. Signing new organizational members is currently the priority task for the ISOC Secretariat, with a target of 240 organizational members set for 1997. It is noted that this will reestablish a stable financial position for ISOC.

Chapters have also been reviewed, and a revision of the ISOC Chapters policy has been undertaken for review by the Board.

The President also noted that the 1997 elections saw the election of five trustees with a wide geographic representation. In addition the 1997 elections saw the introduction of electronic ballots for the 1997 Trustee Elections. This system simplified the ballot counting process with a reduced spoiled vote rate.

The President also indicated that the current membership distribution has some 60% of the individual members who come from outside the United States, indicating the success of the efforts to ensure that that ISOC has a broad international profile in both membership and activity focus. The major delivered membership benefit remains the On The Internet publication, and some effort has been devoted to trimming costs of production and timely delivery of the publication to all parts of the world.

The Internet service structure of the Secretariat has been reviewed with the implementation of mail list management systems.

The President highlighted the importance of the current efforts intended to ensure the financial stability of ISOC, noting that ISOC has now assumed significant levels of responsibility within its activity portfolio, and meeting these responsibilities does call for stability of ISOC’s financial base.

The Board noted the President’s report.

6. Conferences Report

6.1 INET’96

The Vice-President for Education, George Sadowsky, reported to the Board. The final financial outcome for INET’96 was an operating surplus of USD 320,000. The success of the fundraising effort for this conference was noted with appreciation.

The Board unanimously adopted Resolution 97-03.

Resolution 97-03 Appreciation of Claude Lemay
RESOLVED, that ISOC commends with gratitude Claude Lemay on his fundraising for INET’96.

6.2 1997 ISOC Workshop

The ISOC 1997 Workshop was successfully undertaken in Kuala Lumpur at the Petronas Permata executive training facility on the 15^th – 21^stJune 1997. Tim O’Reilly was commended on O’Reilly Publication’s generous donation of USD 50,000 worth of books to workshop students. Some difficulties in provisioning connectivity to the workshop were experienced in the final week of preparation, and the Board was informed that MIMOS and Telekom Malaysia worked strenuously to ensure that the connectivity problems were addressed in time.

The Board discussed the provision of multi-year membership to workshop graduates, and the Vice-President for Education was tasked to undertake such a proposal, conditional on the establishment of organizational sponsors to fund this initiative. Corporate sponsors may have the ability to place their corporate logo on the students’ membership card, and similar initiatives to engage support were canvassed by the Board.

The Board unanimously adopted Resolution 97-04.

Resolution 97-04 Appreciation MIMOS and Telekom Malaysia
RESOLVED, that ISOC recognizes with gratitude the efforts of MIMOS and Telekom Malaysia to ensure the success of the ISOC 1997 Workshop.

The Board unanimously adopted Resolution 97-05.

Resolution 97-05 Workshop Graduates ISOC Membership
RESOLVED, that the Board will provide a three year free ISOC membership to ISOC Workshop graduates, to be coordinated by specific solicitation of financial support.

6.3 INET’97

The preparation for INET’97 was successful, and the INET’97 conference has achieved an eminent caliber of papers and speakers. It was noted that INET’97 was the most challenging year with respect to financial expectation for the conferences, and that it was likely that the final result of INET’96 would not be repeated for 1997. Very preliminary estimates of the financial outcome of the conference were reported to range from breakeven to a loss of USD 180,000, with the levels of walk-in registrations being crucial to obtaining a favourable outcome. The Vice-President for Education was requested to circulate information to the Board regarding per attendee costs for INET’97.

The Board unanimously adopted Resolution 97-06

Resolution 97-06 INET’97 Appreciation
RESOLVED, that the Board commends the INET’97 Conference Chair, Tengku Mohd Azzman Shariffadeen, the INET’97 Program Chair, Professor John Hine, the INET’97 Program Committee, and the Malaysian host, MIMOS, on the success of INET’97.

6.4 INET’98

Mark Selby, the INET-98 co-chair reported on the progress with INET’98, scheduled to be held on July 21 – 24 in Geneva.

Conference preparations, including sponsorship activities are reported to be underway. It was noted that the dates are well coordinated with similar conference events within Europe, and the European Academic and Research Joint Networking Conference, JENC, will not be held in 1998. There are expectations set of a high quality event for INET’98, with a heavy involvement from ISOC Chapters planned. The preliminary budget indicates an estimated net outcome to ISOC of USD 200,000.

The Board discussed the hiring of an ISOC Secretariat staff member to be located in Geneva and the formation of an ISOC development fund to be overseen by the Geneva ISOC Chapter and the ISOC Board of Trustees as a lasting outcome of the INET’98 effort.

The Board unanimously adopted Resolution 97-07

Resolution 97-07 INET’98
RESOLVED, that the ISOC Annual conference, INET’98, will be held in Geneva on 21 – 24 July 1998.

The Board unanimously adopted Resolution 97-08

Resolution 97-08 ISOC European staff member
RESOLVED, that the Board directs the Secretariat to work with the Geneva Chapter of ISOC to evaluate the establishment of an ongoing ISOC Staff presence in Europe.

6.5 INET’99

The Board considered the issues relating to the potential location of INET’99, and requested George Sadowsky to report to the Board on this matter at its next meeting, noting that the regional location would remain within the Americas, and that the strongest attendance and sponsorship would be likely if the location was within the United States.

6.6 Middle East Workshop

Lawrence Landweber reported to the Board on the progress to date with the ISOC Middle East Workshop, scheduled to be held in Amman, Jordan, on September 13 – 18 1977.

6.7 NDSS

The Board noted that the 1977 Network Distributed Security Symposium (NDSS) was lower in attendance than previous years, and the financial outcome of an operating surplus for symposium was not achieved for 1997. The ISOC Director of Conferences will work with the NDSS’98 organizers to ensure an improved outcome for 1998.

The Board unanimously adopted Resolution 97-09

Resolution 97-09. NDSS’98
RESOLVED, that the Executive Committee will scrutinize the budget for NDSS’98 prior to adoption by ISOC.

7. Publications Report

The Board noted the report prepared by the Editor and Publisher of On The Internet, noting the significant improvements in the quality of the bi-monthly publication in the previous 18 months. The Board noted that cost reductions of the restriction of colour to the cover pages and the use of a page count of either 48 of 56 pages has been effective, with more emphasis on graphic quality in the publication. The report noted that the advertising remains weak and no advertising representative has been engaged to manage this. The Board noted that voluntary effort of the publications staff to create and maintain a limited web presence for the magazine.

The Board reviewed a number of proposals to ensure that the publication remained relevant to the ISOC membership. Proposals included the focussing of the publication to the ‘core’ issues of concern to ISOC membership, and the more intensive use of Internet publication mechanisms. Further consideration of this matter will be undertaken by the Board once the Vice-President for publications and the Editor of On The Internet can review the initial proposals.

8. Executive Session

The Board convened in Executive Session to discuss staffing matters.

9. Treasurer’s Report

9.1 1996 Financial Report

The Board considered the 1996 Audited ISOC Financial Report, and noted the overall financial position of ISOC as of December 31 1996, with net assets at the end of the year of USD 377,959. The Board noted that ISOC operations for 1996 had drawn USD 264,000 from accumulated reserves. The ISOC Audit Committee has considered this statement and noted that the accounting was correctly undertaken. Further discussion with the Auditors regarding the changing financial position over 1996 will be undertaken.

The Board unanimously adopted Resolution 97-10

Resolution 97-10. ISOC 1996 Financial Report
RESOLVED, that the Board accepts the 1996 Financial Reports as a true and accurate state of the financial position of ISOC as of December 31 1996.

9.2 1997 Financial Report

The Board considered the financial report for 1997, noting the year to date position as of 31 May 1996 and the financial performance relative to the 1997 ISOC Budget. The Board noted a decline in the funds balance for the first 5 months of 1996 from USD 378,000 to USD 218,000, with a projected operating loss of USD 250,000 for the year at this rate of expenditure and income. The Board discussed various mechanisms to address this financial situation, and noted that in such a period of serious financial position ISOC must look to its friends and organizational supporters to assist the Society. Board members were recorded to undertake specific commitments to approach organizations to become ISOC Organizational Members, noting ISOC’s critical role in Internet standards, developing countries, and in undertaking activities to ensure the stability and evolution of the Internet. The Board noted with gratitude a donation of USD 25,000 received from John Gilmore.

The Board unanimously adopted Resolutions 97-11, 97-12, and 97-13.

Resolution 97-11. ISOC Gold Organizational Membership
RESOLVED, that the Board approves the establishment of a Gold Organizational Membership category, which allows the due accreditation of the organisational member in supporting ISOC, for an annual membership fee of USD 50,000.

Resolution 97-12. ISOC Funding Objectives
RESOLVED, that the Board commits to raise USD 200,000 in annual membership dues by July 1997, USD 500,000 by December 1997, and a total of USD 1,000,000 in new membership by June 1998.

Resolution 97-13. ISOC Individual Membership
RESOLVED, that the Board proposes a tiered individual membership structure to allow individuals to join at a higher membership fee. This proposal will be refined and implemented by the ISOC Secretariat.

10. gTLD-MoU Status Report

David Maher, the chair of the interim Policy Oversight Committee (iPOC), presented a status report to the Board. It was reported that the IAHC activity concluded on May 1 1997, with the release of the gTLD-MoU. This document was drafted by the IAHC as an agreement under Swiss law, with IANA and ISOC as the parties to the agreement. Third parties can execute the MoU, indicating their subscription to the mechanisms proposed in this document.

The MoU proposes the creation of a CORE group, as a Council of Registrars, a system of trademark dispute resolution without litigation undertaken under the auspices of WIPO, a Policy Oversight Committee (with nominees from the IANA, ISOC, WIPO, ITU, INTA and the IAB), and a Policy Advisory Board, populated by the third party signatories to the MoU. The Board noted issues of potential liability associated with this effort, and considered mechanisms to obtain further advice on this matter. It was noted that the iPOC will commence accepting registrar applications in some 65 days.

The Board noted concerns on legal liability for ISOC, and the avenue of obtaining an advisory opinion from the US Department of Justice was discussed by the Board. The Board indicated that advisory opinions from other national jurisdictions would also be helpful, and requested the iPOC to obtain such opinions as appropriate.

The Board unanimously adopted Resolutions 97-14 and 97-15

Resolution 97-14. Commendation to IAHC
RESOLVED, that the Board commends the IAHC on their efforts and outcomes relating to the gTLD name structure, noting the importance of the gTLD structure in ensuring the stability of further growth of this critical component of Internet infrastructure.

Resolution 97-15. Commendation to Bruno Lanvin
RESOLVED, that the Board thanks with gratitude Bruno Lanvin in chairing the Geneva gTLD meeting May 1997, noting the success of the meeting was materially assisted by his efforts.

The Board adopted Resolution 97-16.

Resolution 97-16. iPOC
RESOLVED, that the Board requests iPOC to take appropriate steps with the relevant anti-trust enforcement bodies to consult and seek guidance as to conformance with relevant legislation.

11. Chapters Report

The Vice-President for Chapters, Haruhisa Ishida, reported to the Board on the current status of ISOC Chapters. A further 6 new chapters have been chartered since December 1996: Australia, Canada, Catalonia-Spain, Egypt, Ghana and Sweden. This brings the number of chartered ISOC Chapters to 19. It was noted that a further 21 chapters are being proposed to ISOC at present, and another 25 queries have been received.

The Board considered a proposed amendment to the ISOC Chapter policy which was drafted via the ISOC Chapters mailing list with the assistance of the Secretariat.

The Board also noted in discussion that some chapters used a structure of ‘associate’ membership or similar so that an individual could be a member of a chapter of ISOC without being a member of ISOC itself. The Board recognized the importance of the principle that a chapter is a grouping of ISOC members, and considered a mechanism to make available a lower individual membership fee to developing countries with reduced member service costs.

The Board unanimously adopted Resolution 97-17, noting that Resolution 95-19 was not superceded by this Resolution.

Resolution 97-17. ISOC Chapter Policy
RESOLVED, that the Board adopts the following document as the ISOC Policy on the Establishment and conduct of Chapters of the Internet Society:

This document describes the Society’s policies and procedures in the establishment and conduct of chapters of the Internet Society

1. Establishment of Chapters

Any responsible party may submit a request to establish a chapter to the ISOC Secretariat.

ISOC’s Vice-President for Chapters (or designee) will consult with the ISOC Executive Director on the matter and provide some immediate response to the requesting party regarding the feasibility of establishing such a chapter.

The requesting party will then provide a detailed written charter for the proposed chapter, addressing all of the items contained in this policy statement and guideline.

Upon receipt of the final draft charter, a second review will be undertaken by ISOC and approval made by the Vice-President for Chapters in consultation with the Executive Director and the President.

If the response at any point in establishing a chapter is negative, the party can appeal directly to the Board of Trustees. Final approval of chapters lies with the Board of Trustees.

2. Purpose of Chapters

Chapters of the Internet Society serve the Society’s purposes by serving the interests of a segment of the global Internet community through a local presence, focus on local issues and developments, including cultural, commercial and use of local languages. Every chapter shall have an explicit statement of purpose.

3. Scope of Chapters

Chapters may be established on a non-exclusive basis to cater to the needs of any specific, cohesive community of interest. Generally this will be a regional community within national boundaries.

Where a significant overlap of the defined communities arises from the proposed creation of a new chapter, a compelling reason must exist for such a redundancy. This does not preclude formation of City/State/Province/Department chapters where a chapter already extends to national boundaries.

4. Funding of Chapters

Chapters will generally be funded by local membership dues or grants.

Chapters may also generate funds as follows:

Organizational members of ISOC may become organizational members of chapters by paying a supplemental fee, to be determined by the Chapter, directly to the Chapter.

An organization may become an “Individual Membership Partner” whereby it pays the ISOC membership fees for a minimum of five individuals and receives local chapter recognition for the organisational support.

Chapters may solicit funds from local organizations to support chapter activities.

Dues may be charged for chapter individual memberships in addition to the dues that the individual member pays to ISOC.

5. Public Positions and Statements

Specific officials of chapters may make public statements and take public positions as long as such statements are:

Related to and advance the purposes of the Internet Society

Not contrary to a position taken by the Board of Trustees

Prepared and presented in a professional manner

Not likely to give rise to any significant liability of a legal or juridical nature.

Where there is any question regarding the appropriateness of a public position or statement, the chapter is expected to consult with the Society’s headquarters. If the statement is one made before a governmental body outside of the national boundaries of the country within which the chapter is located, such consultation is mandatory and prior approval must be obtained.

The Society’s headquarters shall be informed of all significant public positions and statements taken or issued by a chapter, preferably in advance, but in any case within 24 hours after issuing the statement.

All public positions and statements made by a chapter shall clearly indicate the source as the “- – Chapter of the Internet Society”.

6. Members

All individuals and organizations falling within the defined scope of the chapter shall be eligible for membership without discrimination except for just cause.

All members of a chapter shall also be members of ISOC. Membership is not necessary, however, for participation in the activities of the society or its chapters.

The Chapter shall have at least 25 financial individual members of ISOC

7. Liabilities

The Internet Society shall not be liable for any act or omission or incurred liability of any kind of any Chapter.

8. Organization

Chapters will be encouraged but not required to constitutes themselves as not-for-profit corporate persons.

Chapters will have as a minimum a defined Board of Directors, Officers, a written charter, members and a fixed corporate address.

Chapters will be responsible for maintaining a current list of members that is available to the Internet Society Secretariat at all times. Arrangements may be made for the Internet Society Secretariat assisting chapters in this task.

Chapters may be subject to an annual review conducted by the ISOC Secretariat, or by an individual appointed by the ISOC Secretariat, to ensure that the chapter is adhering to ISOC and Chapter policies and procedures.

Chapters must submit to ISOC the chapter’s annual financial report, annual activity report, and other reports as may be requested by ISOC.

Chapters will have their status reconfirmed by the ISOC Secretariat at least once every 36 months.

9. Activities

A Chapter may undertake any activity reasonably related to and in furtherance of the purposes of the Internet Society in its scope of jurisdiction.

The Board unanimously adopted Resolution 97-18.

Resolution 97-18. ISOC Membership for Developing Countries
RESOLVED, that the Board adopts a lower schedule of individual membership fee, namely $12 pa, without the provision of membership publication materials, to be made available to citizens of certain developing countries.

12. Standards Report

12.1 IESG and IETF Report

The Vice-President for Standards, Scott Bradner, reported to the Board, noting that the IETF / ISOC relationship has undergone a major positive change, and the relationship is perceived as being a productive one by both parties. The Vice-President noted a meeting between CNRI, the current contractor of the IETF Secretariat function and an IETF Audit Committee (Fred Baker, Craig Partridge, Scott Bradner, Don Heath), with an agenda of discussing Secretariat functions following the expiration of the NSF funding grant. It was reported to the Board that IETF meeting fees can be adjusted in a minor fashion to allow for the fees to fund the IETF Secretariat, and it was noted that the IETF was confident in the current operation of the IETF Secretariat by CNRI. The requirements from ISOC would be the establishment of a contract with CNRI for the provision of the Secretariat function, and the budget of a reserve fund for the contract to ensure that the minor variations in meeting attendance levels will not draw on ISOC finances.

The Board unanimously adopted Resolution 97-19.

Resolution 97-19. IETF Secretariat
RESOLVED, that the Board empowers the President of ISOC to enter into discussions with CNRI with the aim of establishing a contract with CNRI for the provision of IETF Secretariat functions.

12.2 IAB Report

Brian Carpenter reported to the Board on IAB matters. The IAB 1996 workshop in character sets has resulted in a number of published documents. The 1997 IAB meeting was on the topic of security. The report of the meeting is not published as yet, although strenuous effort has commenced to increase the visibility of security considerations within the IETF activity. The 1998 IAB workshop will focus on addressing and routing infrastructure and/or middleware.

The IAB is soliciting nominations for the two POC seats. The process adopted by the IAB for this activity is that used by the IETF Nominations committee, and it is envisaged that in future years this function will be incorporated into the IETF Nominations Committee. The current POC nominations process is anticipated to conclude as of 1 August 1997.

13. Next Meeting

The next meeting of the ISOC Board of Trustees is scheduled immediately following the adjournment of this meeting, on Tuesday, June 24, in Kuala Lumpur, Malaysia.

14. Move to Adjourn

The Meeting was adjourned at 3:50pm, 24 June 1997.

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