Minutes of Board Meeting No. 9

24 – 25 Jun 1996, Montreal, Canada

Author(s): G. Huston (Secretary)
Date: 1996.06.29
Committee: BoT
Document: 96-004
Revision: 2
Supersedes:
Status: Confirmed
Maintainer: G. Huston
Access: Unrestricted

The Annual General Meeting of the Board of Trustees of Internet Society, a non-profit corporation organised under the laws of the District of Columbia, U.S.A. (“ISOC”), was held pursuant to notice at the Palais des Congres de Montreal, Montreal, Quebec, Canada, on Monday, June 24 1996 and Tuesday, June 25 1996.

Lawrence Landweber, Chairman of the ISOC Board of Trustees, assumed the duties of Chairman of the Meeting and called the Meeting to order at approximately 12:30pm on June 24. 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, Dave Farber, Frode Greisen, Shigeki Goto, Saul Hahn, Don Heath, Christian Huitema, Haruhisa Ishida, Robert Kahn, Tomaz Kalin, Lawrence Landweber, Kees Neggers, Tim O’Reilly, Jean Polly, Jon Postel.

Apologies were received from Susan Estrada.

A quorum was present on both days.

Also attending the meeting were: Geoff Huston (Secretary), Andrea Ireland (Legal Council), George Sadowsky (Vice-President, Education), C.Joe Pasquariello (Chair, ISOC Advisory Council), Nicholas Trio (Co-Chair, ISOC Advisory Council).

The meeting, apart from Board consideration of items which are noted in the minutes as matters considered in closed session, was open to observers.

The agenda for the meeting (ISOC BoT Document 96-004) was circulated prior to the meeting.

2. Approval of Minutes

The Minutes of the Meeting of the Board of Trustees held on December 8 – 9 1995, at Dallas, Texas, U.S.A., had been distributed for review prior to this Meeting.

The minutes were amended to correct two minor typographical errors.

The Minutes, as amended, were unanimously approved.

3. Changes to the ISOC By-Laws

The Board considered proposed changes to the By-Laws relating to the charter members of the Society (ISOC BoT Document 96-005).

The Board noted that the Chairman of the Board had received a letter from Robert Heterick, President of EDUCOM, indicating that EDUCOM had terminated its Charter Member status effective May 3, 1996. The Board also noted that the Chairman of the Board had received a letter from Stefano Trumpy, President of TERENA, unconditionally resigning its charter membership effective June 4, 1996. The meeting was advised by Robert Kahn that the Board of CNRI had given notice to resign its charter membership, effective as of the close of business of the 1996 Annual General Meeting of the ISOC Board. The Board noted CNRI’s support for the principle of the Board membership of elected Trustees, with the President having a non-voting ex-officio position on the Board. The Board noted the efforts of Larry Landweber, Dan Lynch and Bill Newport in discussing this matter with the Board of CNRI.

The Chairman expressed the appreciation of the Board to the support of the Charter Members, EDUCOM, TERENA and CNRI in the initial building of ISOC, and noted with gratitude the contributions of Mike Roberts, Kees Neggers and Robert Kahn on the Board of Trustees.

Resolution 96-01 was approved by a unanimous vote.

Resolution 96-01 ISOC By-Laws changes relating to Charter member issues and agreements
RESOLVED, that the By-Laws of the Society shall be and hereby are amended as follows:

1. Article II, Section 2 is replaced by the following: Section 2. The Board of Trustees is authorised from time to time, to make arrangements for the election of voting Trustees by the Regular Individual Members of the Society (as defined in Article VI, Section 3, Clause (1), of these By-Laws), such that the total number of Trustees shall not exceed twenty. The President shall serve ex-officio as a non-voting Trustee. With the exception of the President, all Trustees shall be elected by the Regular Individual Members of the Society or shall be appointed by the Board to fill a vacancy which arises because an elected Trustee has ceased to serve.
   Any vacancy which arises because an elected or appointed Trustee has ceased to serve may be fill by appointment by the Board until a new Trustee is elected to fill this position for the remainder of the term, in an election of Trustees by the Regular Individual Members of the Society.
   
   All Trustees appointed by the Board shall be by the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office.
   
   The Board shall seek to among the Trustees representative individuals from industry, from educational and nonprofit organisations and from government. The Board may also make such arrangements as it deems appropriate for the terms of Trustees to be staggered. A Trustee may serve additional terms provided that the number of successive terms shall not exceed two, except that service as an appointed Trustee prior to July 1995 shall not be counted in this computation.

2. In Article II, Section 10, second sentence, delete the phrase “… and in Article VI, Section 2 (1)(c) relating to Charter Members,…”
3. In Article V, delete sub-Section 2(1) in its entirety and renumber sub-Sections 2(2) and 2(3) accordingly.
4. In Article VI, Section 1, replace the entire section with the following text: Section 1. In the event of the dissolution of the Society, the assets of the Society shall be distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501(c)(3) of the U.S. Internal Revenue Code (or corresponding section of any future U.S. Federal Tax Code.
5. In Article VII, Section 1, delete the phrase “..; provided, however that no amendment may be made which adversely affects the rights of a Charter Member without the unanimous consent of all then-existing Charter Members.”
6. In Article IV, Section 5, replace the entire section with the following text: Section 5. The President shall serve ex-officio as a non-voting member of the Board of Trustees.

The Board also considered a number of technical changes to the By-Laws required to complete the implementation of Resolution 96-01

Resolution 96-02 was approved by a unanimous vote.

Resolution 96-02 ISOC By-Laws changes relating to Charter member issues and agreements
RESOLVED, that the By-Laws of the Society shall be and hereby are amended as follows:

1. In Article II, Section 1, sentence 1, remove the phrase: “… (excluding any non-voting Trustees)…”
2. In Article II, Section 1, remove the second sentence: “The persons designated in the Articles of Incorporation as Initial Trustees shall hold office until such time as their respective successors are appointed or elected and qualify.” in its entirety
3. In Article II, Section 1, strike the word “thereafter” from the sentence which reads: “Each Trustee appointed or elected thereafter shall hold office…”, to read: ” Each Trustee appointed or elected shall hold office…”.
4. In Article II, Section 10, replace sentence 1 in its entirety to read: At all meetings of the Board, a majority of the voting members of the Board of Trustees then in office shall constitute a quorum for the transaction of business and the act of the majority of the Trustees present at any meeting at which a quorum is present shall be the act of the Board.

These resolutions are to be effective with respect to adoption into the By-Laws as of the adjournment of this meeting.

4. Ratification of Email Votes

The Board ratified the offer of position of President and CEO of ISOC to Donald Heath.

Resolution 96-03. Offer of Position of President and CEO
RESOLVED, that Donald Heath shall be offered the position of President and Chief Executive Officer of the Internet Society. The Chair, working with the Executive Committee is authorized to negotiate and sign, on behalf of ISOC, an employment contract with Heath.

The Board ratified the acceptance of the IETF Nominations Committee nominations for membership of the Internet Architecture Board.

Resolution 96-04. IAB Nominations
RESOLVED, that the Board accept the IETF Nominations Committee nominations for membership of the Internet Architecture Board:

• Steve Bellovin
• Brian Carpenter
• Jon Crowcroft
• Robert Elz
• John Klensin
• Radia Perlman

The Board noted that a resolution approved by email concerning the authorisation for signing of ISOC cheques was no longer relevant, as the President has been appointed and has assumed this authority within the responsibilities as President.

The Board noted that a resolution approved by email concerning changes to the By-Laws was superseded by the adoption of the By-Laws amendments.

5. Elections Committee Report

The Board considered a report from the chair of the 1996 Elections Committee, Robert Kahn.

The following individuals were elected to the Board of Trustees, assuming office at the adjournment of the 1996 Annual General Meeting: Susan Estrada (re-elected), Scott Bradner (re-elected), Jon Postel (re-elected), David Farber (re-elected), George Sadowsky and Haruhisa Ishida (re-elected for a 2 year term to fill a casual vacancy).

The Board noted with concern the relatively low membership ballot return rate of some 20% of the membership.

David Farber and Saul Hahn were requested to develop an electronic voting procedure, which, subject to the endorsement of the Board, could be implemented for the 1997 Trustee elections.

6. Financial Reports

6.1 Audit Committee Report

The Board considered the report from the ISOC Audit Committee.

The report noted the U.S. Financial Standards Accounting Board (FSAB) standards now require programmatic reporting of expenses and the value of in-kind contributions of goods and services be reported, and accordingly expenses are to be recorded in the categories of Membership Services, Meetings and Conferences and General and Administrative.

The report included a number of recommendations concerning the completion of a personnel manual, use of credit cards, expense reports and timesheets, and the review of ISOC financial and accounting manuals. The President reported the completion of the personnel manual and the implementation of new procedures regarding credit card expenses and indicated to the Board that the remaining recommendations were being implemented.

6.2 1995 Financial Statements

The Board considered the audited Financial Statements for the year ended 31 December 1995.

The Board noted an increase in total assets position for 1995 over 1994 of USD 75,597, with a total assets value of USD 854,601. Net Assets however were lower for 1995 by USD 63,859, reflecting higher expenditure levels without corresponding increase in membership and conference revenue. The Net Assets for 1995 are recorded at USD 501,585, with an operating loss of USD 63,859 for the year.

The Board deferred formal ratification of the audited Financial Statements for 1995 until the completion of a detail review of the statements by the President.

6.3 Current Accounts Statements

The Board reviewed the statements indicating the financial position of ISOC as of May 31, 1996.

The Board noted the inclusion of the Thinkquest revenue and expenses into the ISOC current accounts statements.

It was noted that current assets have declined by USD 200,000 over the first five months operations for 1996, and that further effort was required for increased membership levels for individual and organisational members through the remainder of the year. The President also indicated that outstanding organisational membership fees would be a matter to be actioned by the ISOC staff with the organisations concerned.

6.4 1996 ISOC Budget

The Board reviewed the current financial status in comparison to the 1996 ISOC Budget, as revised per FSAB standards.

The Board noted a significant target for additional individual membership revenue of USD 172,837 and organisational membership revenue of USD 466,875 for the remainder of the year. The President noted issues with the membership database that were being worked on, and indicated that additional effort would be directed to increasing membership levels through the remainder of the year.

7. Developing Countries Workshops and Related Activities

7.1 Developing Countries Workshop

George Sadowsky, Vice President for Education, reported on the Board on the 1996 ISOC Developing Countries Workshop.

The workshop had some 260 students, drawn from 99 countries and 45 instructors. As well as the four tracks taught in English the 1996 workshop program also featured a track taught in French.

It was noted that some of the 1996 instructors were students in previous years, and there was a visible presence of former students in national and regional Internet developmental activities. It was reported to the Board that all new national connections to the Internet in the period 1993 – 1995 were undertaken with the active involvement of former students of the ISOC workshop.

The workshop had received excellent support from local Canadian organisations and also noted was generous support from Cisco Systems, O’Reilly publications and Microsoft providing equipment to the workshop, and books and software to the students. The Board expressed its appreciation to these supporting organisations.

The Board noted that the Workshop was a very valuable activity undertaken by ISOC and the profile of the workshop and its role in assisting the expansion of the Internet across the world was an activity that should be actively promoted.

7.2 Africa Training Proposal

The Board considered the current status of the ISOC proposal to undertake the training of the U.S. Leland initiative relating to the development of the Internet infrastructure within Africa, a project which ISOC had proposed to the U.S. Aid agencies some years previously.

The ISOC training proposal features the training of 3,000 individuals through the establishment of four Internet training centers and related support and management of these centres for a total sum of USD 8,500,000 across 5 years. It was reported to the Board that there was active interest in the Leland initiative from various U.S. agencies as well as from other countries, and at this stage the budgetary position of the initiative appeared to be less than that required for meeting the ISOC proposed training outcomes in terms of quantity and curriculum quality.

8. IETF, IESG, IAB and IANA Issues

8.1 IETF and IESG Report

Fred Baker, Chair of the IETF and Chair of the IESG reported on the status of the relationship between ISOC and the IETF and IESG. It was noted that the POISED effort, which encompassed this relationship within a larger task of documenting the protocols and procedures used by the IETF, IESG and IAB, was drawing to a close as the POISED document set is nearing completion. It was noted that the IETF, as part of the POISED document set had requested the action of publication of the ISOC By-Laws as an Informational RFC and that it was the sense of the Board to proceed with this action. Once complete the POISED document set will be passed to the ISOC Board for their endorsement of those parts of the document which relate to ISOC’s role and responsibilities in this area.

It was reported that there is still some levels of confusion over the ISOC role with respect to the IETF’s activities and that further effort to outline ISOC’s supportive position would be beneficial in this area.

IESG managed expenditure of ISOC funding was below budgeted levels to date, with current activities including support for audio and video Internet multicasting of IETF Working Group. Other activities are being considered by the IESG including the possible area of scanning, type up and Internet publication of relevant papers which are currently not available electronically.

8.2 Standards Report

Scott Bradner, Vice-President for Standards, reported on the status of IETF document referral by other International standards bodies.

It was reported to the Board that the ITU is completing the process which documents the procedure for the referencing of IETF standards documents within ITU documents.

It was also reported that the Joint Technical Committee 1 (JTC-1) of ISO have now articulated the rules of incorporation by reference of documents and have created a set of questions to be asked of the organization supplying the documents. A draft set of responses to these questions have been prepared and sent to the JTC-1 representative. The final response will be circulated to the ISOC board.

8.3 IANA Report

Jon Postel reported on the preparation of an IETF working draft document “New Registries and the Delegation of International Top Level Domains” (draft-postel-iana-itld-admin-01.txt,) indicating that the document proposed a number responsibilities to be undertaken by ISOC in this area of the administration of generic international Top Level Domain names (iTLDs).

The general measures proposed in this document relating to ISOC were noted to include the provision by ISOC of an international legal and financial umbrella to the process, but that such a role specifically not encompass any registries described in this proposal, nor impose any constraints on the operation of such registries in terms of pricing for services provided by such operational entities. The document proposes a stipulation of indemnification by any registry indemnifying the IANA and ISOC for any infringement of trademark that may occur through the actions of the registry or its clients. It is proposed in this document that ISOC assumes legal liability for the process and the iTLDs. Furthermore it is proposed that ISOC provides a point of final appeal, examining appeals that question the fairness of the process itself and not the application of the process to any particular case. The document also proposed that ISOC manage all finances associated with this activity in a separate iTLD fund with open reporting and published budgets, with the agreement of ISOC, the IANA and the IETF required on these budgets.

The Board endorsed this document in principle and encouraged its further refinement with the approval of Resolution 96-05.

Resolution 96-05. International Top Level Domains
RESOLVED, that the Board of Trustees of the Internet Society endorse in principle the proposal “New Registries and the Delegation of International Top Level Domains”, dated June 1996 by Jon Postel, and approve the role assigned to the Internet Society in this proposal. The Board authorises Postel, in his IANA role, to refine the proposal to include a business plan for review and approval by the Board.

9. Staff Issues

The Board met in closed session to discuss staff related matters.

10. Legal Activities, Internet Defense

The Board reviewed the current status of the legal activities concerning the ISOC action in the US, in association with CNRI, with the objective of obtaining a ruling that the word “Internet” is either a generic word or a descriptive word of the Internet. The Board noted that the process of Discovery is proceeding in this case and interrogatories have been received. The Board noted that in 1996 USD 19,000 of the budgeted USD 30,000 has been expended for legal activities in this action, with total ISOC expenditure to date in this activity recorded as USD 42,122

It was recorded as the sense of the Board to agree to the proposal to proceed with deposition to have the basis to file the motion for summary judgement.

The Board considered a status report for international filings of the ISOC name and mark. The Board noted in the report that some service applications have been opposed in Canada and Australia by the Internet Services Corporation, and that these notices of opposition are related to the U.S. action.

It was also noted that in some countries the original application was made on behalf of ISOC by CNRI, and the assignment of the mark to ISOC is underway in these countries.

To finance these actions it was recorded as the sense of the Board to undertake this within current available resources and then vigorously campaign to raise funds for these actions, with the President to assume the responsibility for the Legal Defense Fund, operated in association with CNRI.

It was also recorded as the sense of the Board to undertake this fund raising activity as an international activity and undertake legal actions in those countries where the filing is opposed as appropriate and where funding permits, in order to allow free and unencumbered use of the word “Internet” as a generic word descriptive of the Internet. The Board also recommended the filing of ISOC marks in New Zealand, and in other countries where relevant to allow ISOC and its duly formed Chapters to operate in ISOC’s name.

11. Conference Reports

George Sadowsky, Vice-President for Education reported to the Board on the status of INET conference activity.

At the time of the report, prior to the INET’96 conference commencement, it was anticipated that the conference revenue budget would be met with some 1500 paid registrations with a net budget position for INET’96 for USD 186,805, which is to be allocated with the first USD 100,000 apportioned to ISOC and the remainder being apportioned equally between ISOC and CRIM/CANARIE.

The working relationship with Bernard Tricot was described in highly appreciative terms, and the Board expressed their thanks to Bernard for his efforts.

The Board discussed the impact of the joint IETF location and the arrangements to allow INET’96 attendees to attend IETF Working Group sessions and IETF attendees to attend INET’96 sessions, noting a degree of negative INET’96 revenue impact as a result of these arrangements, and the suggestion was discussed of a single joint registration fee option to attend both conferences if such a co-location arrangement was to be considered again in the future.

The plans for future INET conferences was to seek an Asia-Pacific location for INET’97 and a European location for INET’98. At this stage discussions were proceeding for INET’97 for hosting at Kuala Lumpur in Malaysia, with MIMOS as the local host and he Board’s endorsement was sought to complete these arrangements. The president was requested to document the purpose, objectives and conditions of INET’96 hosting arrangements, and noted ISOC’s desire to have complete control over the content of the Plenary and Program sessions.

The Board approved Resolution 96-06.

Resolution 96-06. INET’97 Arrangements
RESOLVED, that the Board of Trustees of the Internet Society endorse the proposal to host INET’97 in Kuala Lumpur, Malaysia and MIMOS as the local host, subject to the conclusion of an agreement with ISOC that is approved by the President of ISOC.

The Board discussed various issues relating to the INET’98 location, noting that no JENC conference was planned for that year. The Vice-President for Education will continue to work with ISOC staff to determine the most appropriate arrangements.

The Board noted with appreciation the strenuous efforts of George Sadowsky in his role with organising INET’96.

12. Publications Report

The Board considered the Publications Report by Wendy Rickard Bollentin, the editor of the ISOC publications OnTheInternet and the electronically published ISOC Forum.

Tim O’Reilly, Vice-President for publications noted the relatively small level of resourcing allocated to the ISOC publications. The suggestion was voiced to tap into some of the IETF material to provide the publication with more technical substance. It was noted by both the Editor and Tim O’Reilly that a successful publications program for ISOC would be a valuable membership benefit and would grow in line with membership growth.

The Vice-President for Publications will work with the President and Editor of ISOC to establish a process for additional resourcing for the publications program and steerage of editorial direction to assist in enhancing the value and benefit of the publications program, and the outcomes of this will be reviewed at the next Board of Trustees meeting.

13. Education Report

13.1 K12 Workshop

David Lassner reported to the Board on the INET’96 School Networking Workshop. The workshop was being held for the second time, and the ISOC K12 group was assisted by Jody Ito of the IETF Internet School Networking Working Group and Deborah Gross of the Quebec Ministry of Education.

It was noted that the interest levels had grown strongly and the workshop was organised with a number of concurrent sessions within four major streams.

13.2 Thinkquest Program

Lisa Ernst reported to the Board on the status of the Thinkquest program for U.S. schools. The program for 1996 had initial deadline of April 30 1996 for proposals and some 100,000 responses had been received. ISOC will coordinate the judging of the preliminary responses in the period August – October 1996, with final judging to take place in December 1996. Thinkquest also has an associated teacher training program coordinated with the with the Global Schoolhouse Foundation and an instructional CD has been mailed to every High School and Middle School in the U.S.. It was noted that there are plans to extend Thinkquest to other countries and ANS undertaking a seed role and ISOC coordinating the judging in these locations.

14. Chapters Report

The Vice-President for Chapters, Haruhisa Ishida, reported on the current status of ISOC Chapters. Recently formed Chapters include Thailand, Morocco, France, Germany, Brazil and Mexico, bringing the total to 15 to date.

Lisa Ernst reported on her work to date to assist in the formation of chapters noting the need to formalise to a greater extent the governance of Chapters and promote the ISOC benefits and service levels provided through ISOC Chapters. The program underway includes a database of Chapter status and size, management of the Chapter approval process and assist with the initial development of the Chapter and examine the feasibility of ISOC dues collection through the Chapter.

A number of initiatives are associated with this activity including the provision of information relating to the establishment of a Chapter, provision of information relating to ISOC membership within each geographic area and the maintenance of links to Chapter information of the ISOC Web site as well as the electronic publication of Chapter newsletters.

The Board considered a draft Policy of the Establishment and Conduct of Chapters, and it was recorded as the sense of the Board to request further time to examine this document and following final consideration by the Vice-President of Chapters to vote on its adoption via email.

15. Election of Officers

The Board conducted the Election of Officers for ISOC. The positions filled were:

• Chairman of the Board Of Trustees: Larry Landweber
• Treasurer: Frode Greisen
• Secretary: Geoff Huston
• Vice-President for Chapters: Haruhisa Ishida
• Vice-President for Education: George Sadowsky
• Vice-President for Publications: Tim O’Reilly
• Vice-President for Standards: Scott Bradner

The Board also determined the Executive Committee to be:

Larry Landweber, Scott Bradner, Frode Greisen, Shigeki Goto, Vint Cerf, George Sadowsky and Don Heath as ex-officio member.

The Board also determined the Audit Committee to be:

Frode Greisen, Saul Hahn and Tim O’Reilly.

The ISOC Advisory Council was to be requested for the nomination of a Council member to this committee.

16. 1997 Trustee Elections

The Board adopted Resolution 96-07 as the timetable for the 1997 Trustee Elections.

Resolution 96-07. 1997 ISOC Nomination and Trustee Election Committee Timetable
RESOLVED, that the Board of Trustees adopt a timetable for the 1997 Trustee nominations and election process in accordance with the procedures of Resolution 94-19, commencing with the opening of the Nominations period on November 1 1996. The timetable to be adopted is as follows:

November 1, 1996 Nominations Period Opens
November 30, 1996 Nominations Period Closes
December 9, 1996 Nominations Committee Announcement
January 13, 1997 Petition Period Closes
January 14, 1997 Candidate Announcement
January 29, 1997 Election Period Opens – Ballots posted
April 21, 1997 Election Date
April 22, 1997 Challenge Period Opens
May 1, 1997 Elections Committee Certifies Result
May 11, 1997 Challenge Period Closes
May 31, 1997 ISOC Response to Challenge Period Closes
June 23, 1997 1997 ISOC Board of Trustees Annual General Meeting

The Board elected Larry Landweber to chair the 1997 Nominations Committee.

The Board elected Scott Bradner to chair the 1997 Elections Committee.

17. Board of Trustees Internal Procedures

The Board considered a revision of the ISOC Board of Trustees Internal Procedures document, noting the importance of the process which circulates the meeting material to Board members and ISOC staff members taking part in the meeting three weeks prior to the meeting.

The Board adopted Resolution 96-08.

Resolution 96-08. ISOC Board of Trustees Internal Procedures
RESOLVED, that the Board of Trustees adopt the following procedures:

1 Board of Trustees Meetings

The basic working procedures for the BoT are defined in the ISOC By-Laws. These internal procedures provide additional roles for the preparation and conduct of such meetings.

1.1 Agenda Items for Board of Trustee Meetings

Any ISOC Board member may demand an item to be included in the agenda. Items from other sources may be included at the discretion of the ISOC Chairman.

Where a decision is requested a written proposal must be supplied either on paper or electronically.

Agenda items and documents for inclusion in those items must be in the hands of the ISOC Secretariat at least four weeks before the meetings. Agenda items and documents received after that date will only be included at the discretion of the ISOC Chairman.

The Agenda and documents or a meeting will be dispatched by both post and by electronic mail to all ISOC Trustees and ISOC staff members taking part in the meeting three weeks before the meeting.

Unless otherwise marked the agenda and all documents are in the public domain.

The agenda will contain the standing items:

• Minutes of last meeting and matters arising
• President’s report
• Conference report
• Publication report
• Finance
• Elections if any
• Items submitted by members

1.2 Minutes of Board of Trustee Meetings

The Secretary shall produce minutes of a meeting as soon after the meeting as possible. After approval by the ISOC Chairman the minutes shall be circulated electronically to the ISOC-BoT list for correction. Normally, this circulation should take place no later than two weeks after the meeting. Three weeks after circulation and after any corrections to the minutes will be frozen as “draft”. The minutes will be approved at the subsequent Board of Trustees meeting.

Reports of the meeting based on the minutes, but excluding any personal matters or matters which may prejudice ISOC contractual negotiations, will be published as soon as the draft, respective final minutes are available.

1.3 Content of minutes of Board of Trustees Meetings

Minutes will normally consist of a record of the decisions taken by the Board of Trustees and comments explicitly requested by members for inclusion. The minutes will contain an action list with names responsible for the actions.

1.4 Publication of minutes and papers of Board of Trustees Meetings

All minutes and papers will be catalogued and held electronically, where this is possible, in a suitable database. Access to all papers, except those deemed to be confidential by the Board of Trustees, will be freely available.

Where possible papers will be drawn up in accordance with ISOC1.1993, Guidelines for the production of ISOC documents.

1.5 The Chairman of the Board of Trustees Meeting

The Chairman of the meeting will be the ISOC Chairman of the Board or in his absence the ISOC President or n his absence a Vice-President, or in their absence the Secretary, or in their absence the Treasurer.

1.6 Closed sessions of the Board of Trustees Meetings

When an item to be discussed is likely to result in the disclosure of financial, personal or other sensitive information, which may prejudice ISOC contractual negotiations, it is at the discretion of the Board to declare the session close to participants other than Board members.

2 Election procedures

The following election procedures are to be followed at the ISOC Board meeting when elections are required by the By-Laws.

2.1 Officers to be elected

• Chairman
• Vice-Presidents
• Treasurer
• Secretary

in this order.

2.2 Nominations

Nominations must be from a Trustee in writing or by electronic mail.

Nominations will close immediately before the agenda item for the election. Nominations must be submitted to the ISOC staff in charge of the meeting. A nomination will only be valid if the candidate declares in writing or by electronic mail that he/she is willing to take office if elected.

A candidate who fails to be elected for a post may be nominated for a subsequent post.

2.3 Voting

If there is only one candidate for a position, this candidate will be declared elected.

If there are two candidates, an election will be necessary. A simple majority will elect one candidate. In the event of a tie, the chairman of the meeting will have the tie-breaking vote.

If there are more than two candidates, and if no candidate has an absolute majority of votes cast then the candidates receiving the highest number of votes will go to a new ballot, and a new vote will be called.

Voting will be by secret ballot. The ISOC staff and a person appointed by the Board will act as tellers.

3 Electronic distribution lists

3.1 Board of Trustees

Board members, observers appointed by the ISOC Advisory Council, Officers and members of ISOC staff may be members of the ISOC-BoT list.

The list shall be regarded as confidential.

3.2 Executive

Executive members and the ISOC President/CEO may be members of the ISOC-EXEC list.

The list shall be regarded as confidential.

4 Electronic Voting

In order to do business between meetings the following procedures for electronic voting have been decided.

4.1 Call for a vote

Any Trustee can at any time submit a proposal for electronic voting and act as “Vote Administrator (VA)”.

4.2 The Proposal

The VA poses the proposal to the Board of Trustees and gives a time limit for initial comment (typically two weeks).

4.3 Amended proposals

At the close of that limit, or more frequently if comments are substantial, the VA recasts the proposal in light of what he sees as an emerging consensus and items for continuing discussion. As long as, in the judgement of the VA, new information is emerging from the discussions, the issue will be periodically restated with a new time limit for response.

4.4 Closure for voting

When it is the judgement of the VA that further discussion on the issue is not meaningful, or at the request of a trustee, the proposal is called for electronic voting with a dead-line for voting. Votes must be sent to the BoT list so that all trustees can audit the outcome.

4.5 Requirements

For an electronic vote to be conclusive, the vote of the majority of the trustees must be received. It is up to the VA to make sure that the majority votes (this may require phone calls, etc.).

4.6 Voting options

The electronic voting options are: Yes/No/Abstention/Veto. The veto option is to be selected by a trustee if he determines that the issue has not been vetted to his satisfaction and therefore wishes to reopen discussion.

4.7 Results of a veto

Upon a veto, the in-progress electronic vote is cancelled and the process reverts to the discussion stage or is referred to an in-person meeting at the VA’s discretion.

4.8 Change of vote

Up to the time the VA has announced the result, any member may change his vote, including a veto.

4.9 Result

Upon resolution of an electronic vote (closure or referral to an in-person meeting), the VA will state the issue and the result to the ISOC Secretary for recording in the relevant minutes.

4.10 Conditions for positive vote

A proposal is accepted if the majority of the trustees give a positive vote. For decisions where a larger majority is required by the ISOC By-Laws, that rule will prevail.

4.11 Ratification

Decisions will be placed on the agenda of the next Board of Trustees meeting for ratification, unless the unanimous written consent of the Trustees has been obtained. Unless unanimous written consent is obtained the electronic vote has no binding force and no consequent irreversible actions can be taken by the Society.

18. Development Issues

The President noted the role of Trustees to assist staff in the development of ISOC membership levels. It was recorded as the sense of the Board for the ISOC Secretariat to revise and enhance the membership material and to pass copies of this material to Trustees, together with a current corporate membership list.

It was also recorded as the sense of the Board for monthly updated to the corporate membership schedule, including primary contact information and financial status to be circulated to Board members on a monthly basis.

19. Trustee Elections and Composition of the Board of Trustees

The Board reviewed the procedures relating to the publication of outcome of the vote count of the election, and adopted Resolution 96-09.

Resolution 96-09. ISOC Board of Trustees Election Procedures
RESOLVED, that the Board of Trustees amend the procedures for Trustee elections as documented in Resolution 94-12 to the effect that only the vote counts of the elected candidate Trustees and the total vote count be published, while all candidates and the Board of Trustees be provided with the full details of the election result.

The Board reviewed the composition of the Board membership with respect to the objectives of representative membership as contained in Article II, Section 2 of the ISOC By-Laws. It was recorded as the sense of the Board that, consistent with the provision in the By-Laws regarding diverse representation within the Board, the ISOC Nominations Committee is directed to seek a diverse slate of candidates for the 1997 Trustee Elections, particularly noting the matter of diverse geographic representation.

20. Regional Area Directors

The Board discussed the appointment of Regional Area Directors of ISOC, and encouraged the President of ISOC to deputise such Regional Area Directors as appropriate, within the parameters of due consultation with the membership and chapters within the region.

21. Emeritus Trustees

The Board reviewed the proposal to declare retiring Trustees “emeritus”, and include such Trustees on the Trustee mailing list and extend the invitation to attend Trustee meetings.

The Board adopted Resolution 96-10 creating emeritus Trustees.

Resolution 96-10. Emeritus Trustees
RESOLVED, that the Board of Trustees declare retiring Trustees as Emeritus Trustees for a period of 12 months following the Trustee’s stepping down as a member of the Board.

22. Next Meeting

The next meeting of the ISOC Board of Trustees is scheduled for Friday, December 13 and Saturday, December 14 in San Jose, Ca., U.S.A.

23. Move to Adjourn

As of the adjournment of the Annual General Meeting Trustees Neggers and Kahn stood down as Charter Member Trustees and Trustee George Sadowsky assumed his position as an elected Trustee.

The Meeting was adjourned at 2:45 pm, 25 June.

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