Minutes of Board Meeting No. 10

13 – 14 Dec 1996, San Jose, United States

Author(s): G. Huston (Secretary)
Date: 1996.12.14
Committee: BoT
Document: 96-011
Revision: 2
Supersedes:
Status: Unconfirmed
Maintainer: G. Huston
Access: Unrestricted

A regular 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 Fairmont Hotel, San Jose, California, U.S.A., on Friday December 13 1996 and Saturday December 14 1996.

Meeting opened at 9:30 am Lawrence Landweber, Chairman of the ISOC Board of Trustees, assumed the duties of Chairman of the Meeting and called the Meeting to order at 9:30am on December 13. 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, Dave Farber, Frode Greisen, Shigeki Goto, Saul Hahn, Don Heath, Christian Huitema, Haruhisa Ishida, Tomaz Kalin, Lawrence Landweber, Tim O’Reilly, Jon Postel, George Sadowsky.

A quorum was present on both days.

Also attending the meeting were: Geoff Huston (Secretary), Martin Burack (Executive Director), 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 meeting, apart from Board consideration of items which are noted in the minutes as matters considered in closed session, was open to observers.

The chair welcomed the new officers of the ISOC Advisory Council, Michael Conn, Ole Jacobsen and Stefano Trumpy

2. Agenda

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

The Board noted a request for electronic circulation of agenda papers, marked up as per the adopted ISOC Document standards.

The Treasurer requested inclusion of formal ratification of the 1995 financial report, as per the decision at the 1996 Annual General Meeting where this matter was deferred.

3. Approval of Minutes

The Minutes of the Meeting of the Board of Trustees held on June 24 – 25 1996, at Montreal, Quebec, Canada, 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.

4. Ratification of Electronic Votes

The Board ratified the adoption of the IETF POISED documents.

Resolution 96-11. Adoption of POISED Documents
RESOLVED, that the Board accept the POISED Documents: The Organisations Involved in the IETF Standards Process, IAB and IESG Selection, Confirmation, and Recall Process: Operation of the Nominating and Recall Committees, and The Internet Standards Process — Revision 3, and accept the responsibilities of ISOC as described in these documents.

5. President’s Report

The President, Don Heath, spoke to his report. The President characterised 1996 as a year of transition for ISOC, noting that the expansion of the Internet presents a number of significant opportunities for ISOC, moderated by the resources available to the Society to undertake related activities in these areas.

The President noted with appreciation the efforts of Mary Burger in the first part of the year, during a period of high levels of staff transition within ISOC. Staffing levels have been improved, and office procedures have been established and adopted. Financial management processes have been improved and a process of monthly financial reporting has been adopted. This includes membership invoice tracking for organisational and individual memberships. Marketing programs have been initiated to gain sponsorship funds for INET97.

These actions create a stable basis on which to further develop ISOC, defining a set of fundamental principles upon which ISOC can define goals and objectives, take positions on issues, and establish ISOC’s image as an activist organisation willing and able to take a leadership position on pressing issue affecting the further evolution of the Internet.

The Board noted the President’s report.

6. Review of 1996

6.1 Financial Report

The Board reviewed the financial reports for the period January – November 1996.

The Board noted an operating year to date deficit of USD 22,106 in the reports. Accounts payable has been reduced through the introduction of improved finance management practices. The Board noted the liability to CNRI for initial operating expenses of ISOC, as a long term liability extending across the next 3 years in periodic payments of USD 32,000 p.a..

The Board reviewed the 1996 Income Statement year to date, and noted the expectation of additional income from INET96 in the order of USD 170,000 and IETF IESG expenditure associated with the December IETF meeting. Some concern was expressed at the decline in surplus from the NDSS/Security Conference, and the Secretariat will investigate this. The Board noted an increase in the publication budget, noting that publication expenses have increased in line with membership increases.

The Board reviewed the financial figures against the 1996 Budget, noting that income and expenditure levels were lower than the budget, with an expectation of an operating deficit of USD 67,445 for the year, some USD 38,176 greater than originally budgeted.

6.2 Membership Report

Individual membership levels were reported to be 6,931 members, drawn from 157 countries.

Board members were provided with a list of organisational members, and requested to assist in the process of enlisting further organisational members of ISOC.

6.3 Conference Report

The Vice-President for Conferences, George Sadowsky, reported to the Board on the status of the ISOC Conference activities.

It was noted that INET96 attracted 3,319 attendees, of which 50% were non-paying registrations. Due attention to the registration process will be undertaken for INET97. Final financial resolution of INET96 is still outstanding with further payments anticipated from Canada Revenue and CRIM.

7. Business Plan

The ISOC Executive Director, Martin Burack, spoke to a Business Plan presented to the Board.

It is noted that ISOC is at present constrained through modest staff support levels, which is an inhibitory factor in terms of developmental activities, so the approach advocated in the plan is to undertake incremental steps in terms of activity domains and associated staffing to service these activities to ensure continued financial security and overall operational integrity of ISOC.

7.1 Goals and Objectives

The Board noted the goals for 1997 relating to financial and operational management, membership services and the desire to promote cohesion across the international membership, expanding the scope of activities as resources permit. In addition activities which protect and promote the ISOC “brand” and the establishment of considered leadership positions in the areas of governance, the DNS, encryption, privacy and censorship and intellectual property were noted.

The Board considered a set of specific objectives for ISOC in 1997 intended to establish a measurable set of criteria for assessing performance across 1997, noting the planned increase in membership levels, improvements on the performance levels of conferences, membership services and publications, chapter formation and support and communications programs.

7.2 Membership

The Board noted the current organisational membership level of 101 financial members, with an annual attrition rate of existing members of 30%, and individual membership at 6,931, with an annual attrition rate of 40% of existing members. Proposals were presented to the Board to address this high attrition rate, and further develop membership recruitment programs.

The Board expressed the preference to target specific recruitment programs to the Internet professional community.

The Board considered the prospect of entering into business relationships to enhance the membership service portfolio. Further consideration of this matter will be undertaken by the Executive Director with liaison by two members of the Board on issues of ISOC policy in this area.

The Board noted the proposal to hire additional staff to explicitly service this area of membership recruitment and servicing.

7.3 Conferences

The NDSS Conference as been scheduled for February 9 – 11 1997, in San Diego. The Board noted that registrations are now underway and recruitment for sponsors is a current task.

INET97 is to be held at the Putra World Trade Center in Kuala Lumpur, Malaysia. The Board noted the current status of this activity and noted that Board members were requested to assist in achieving the planned levels of sponsorship for this event. The content direction of INET’97 was discussed by the Board, and a strong emphasis on technology directions was indicated as an objective for the INET97 Program Chair.

The Board expressed a desire to formulate guidelines on the selection of the location of future INET conferences, ensuring that financial risk to ISOC was kept to acceptably low levels for each conference.

The Board discussed potential locations and hosts for INET98 and INET99, and passed this matter to the Board’s Executive Committee for further detailed consideration.

The Board noted the current status of the ISOC Workshop program, noting the efforts in connection with the US Leyland Initiative and the Amman workshop plans. The Board expressed its appreciation of the efforts of the Vice-President Conferences, George Sadowsky, in this area.

7.4 Publications

The Board noted that the ISOC publication, OnTheInternet was under resourced, and operating on a tight schedule. However it was noted as being a tangible member service with notable improvement in content level over 1995.

Further development of this publication, with the hiring of an in-house publications specialist, when the budget permits, will assist in the generation of appropriate content, and the development of a member-only electronic publication format is planned for year-end 1997. Further proposals relating to the publication and distribution of this publication will be prepared once current issues of finance and production have been stabilised.

7.5 Programs

The Board reviewed the ISOC programs proposed for 1997, noting that these programs encompassed enhanced communications with the membership base, use of new membership collateral material, increasing the profile of educational programs, and including the initiation of a “Speakers Bureau”. The program also included the Thinkquest program, ISOC conferences, the ISOC “Internet” Legal Defense fund (intended to allow unencumbered public use of the term “Internet”) and the use of communicating via the ISOC Web site.

7.6 Budget

The Board reviewed the proposed 1997 ISOC budget, noting a number of specific income and expenditure proposals associated with the proposed 1997 ISOC Business Plan.

The Board recommended the separation of reporting of finances specifically associated with the ISOC “Internet” Legal Defense Fund from other ISOC activities.

The Board noted that current IETF Secretariat funding contract is scheduled to cease in September 1997. It is noted that the chair of the IESG, CNRI, ISOC and other relevant parties will need to liaise to address these issues in the first half of this year, and that due provision be made for this activity in the 1997 ISOC budget.

The Board unanimously adopted the resolution concerning the priority of support to the IETF within ISOC expenditure activities.

Resolution 96-12. Support of the IETF
RESOLVED, that ISOC confirms that the support of the IETF is the priority activity with respect to ISOC expenditure on activities.

The draft budget was amended according to the discussion and decisions above.

The Board unanimously adopted the 1997 ISOC Budget.

Resolution 96-13. 1997 ISOC Budget
RESOLVED, that the Board accepts the 1997 Budget. The Board notes provision for financial support for IETF activities to a budgeted expenditure level of USD 350,000. Total budget expenditure is USD 4,948,200, and income USD 5,031,176, with a budgeted net operating surplus for the year of USD 82,976.

8. Internet Domain Name Top Level Name Administration/IAHC

The President, Don Heath, undertook a briefing to the board on the status of the International Ad Hoc Committee’s activities to date.

The Board expressed its continuing confidence in the efforts of the IAHC.

9. Chapters

The Vice-President, Chapters, Haruhisa Ishida, spoke to his report to the Board. It was noted that 1 additional chapter had been recognised in the last half of 1996, with a further 7 organisations in the process of being recognised by ISOC as chapters. The Board noted that a staff member will be dedicated to servicing chapters to strengthen this area of activity.

The Board noted with concern cases of the use of the term “Internet Society” and the ISOC logo without authorisation from ISOC.

The Board unanimously adopted the resolution concerning the use of the term “Internet Society”.

Resolution 96-14. Use of the term “Internet Society”
RESOLVED, that the term “Internet Society” and its logo should be used exclusively by the Internet Society and its duly authorised affiliated bodies. The Board authorises the ISOC Secretariat to take appropriate actions to implement this policy.

The Board considered the document Chapter Guidelines, “ISOC Chapters: Principles of Operation”. The document proposes some changes to organisational membership and individual membership of chapters, and policy relating to chapter activities. This document, revised with incorporation of points of Board discussion, will be presented to the Board for ratification via an electronic vote.

10. Staff Matters

The board met in closed session to discuss staff matters.

11. IETF/IAB, Standards

Scott Bradner, Vice-President for Standards, noted positively current status of the IETF relationship with ISOC. It was noted that the IETF chair has used ISOC funding sources with discretion to improve the functionality of the operation of the IETF. Furthermore it was noted that the IETF Chair has authorised the expenditure of ISOC funding to improve the computing resources for the IETF and a request to augment the existing insurance coverage to include IETF Document Editors has been submitted to ISOC. It was also reported that the IETF chair is considering the appointment of technical writers to assist in the production of clearly written Internet Standards.

12. Committee Reports

12.1 Legal

The Board noted the report concerning the current status of the Internet Society Trademark matters.

12.2 Nominations

Larry Landweber, chair of the Nominations Committee spoke to the committee’s report, and indicated that the committee had considered over 35 individuals, and had reported to the ISOC membership on December 9 with a set of 11 nominated candidates. It was noted that the petition period is now open, and petition activity is underway. The nominations process is working within the adopted timetable.

The Board noted that it was a significant task to recruit leading figures from the worldwide Internet community, and also noted that ensuring that the commitment to work for ISOC during their tenure as an elected Trustee was a factor in this effort, and Board involvement in assisting this process could improve this activity.

The Board recommended that consideration be given to detailed direction to the 1998 ISOC Nominating Committee by refining the general directions as specified in the ByLaws, and the inclusion of members of the ISOC Advisory Committee to the Nominations Committee would be of benefit to ISOC.

12.3 Elections

Scott Bradner, Chair of the ISOC Elections Committee reported to the Board. Consideration has been given to implementing electronic voting mechanisms for the 1997 Trustees Election. The Elections Committee recommended the inclusion in the ballot papers of an network-use per ballot signature key which is associated with the ballot number for one time use web use, allowing postal distribution of the ballot and electronic return of the ballot and also allowing the alternatives of postal and fax ballot return.

The Board unanimously adopted the resolution concerning the adoption of electronic return of ballots.

Resolution 96-15. Electronic return of Election Ballots
RESOLVED, that ISOC Board Resolution 94-19 be amended to allow the inclusion of electronic and fax return of election ballots as a valid return of the voting ballot.

The Board unanimously adopted the resolution concerning the petition process.

Resolution 96-16. Signature of Candidate Petitions
RESOLVED, that the Board amends the Procedures for Nominations and Election of Trustees to allow the use of a member’s name and email address as a valid signature for the purposes of signing a petition to support a petition candidate, subject to verification where the petition candidate achieves the necessary quota.

12.4 IETF Nominations Committee

Geoff Huston, chair of the 1997 IETF Nominations Committee, reported that the committee’s work is proceeding according to the defined schedule and is working within the procedures defined in RFC 2027: IAB and IESG Selection, Confirmation, and Recall Process: Operation of the Nominating and Recall Committees.

12.5 Advisory Council

C.Joe Pasquariello reported to the Board on the ISOC Advisory Council’s activities. The Board noted advice concerning a change in the draft of the ISOC Advisory Council Charter allowing 5 Officers of the Council. It was noted that the Council viewed this as a positive mechanism to increase the level of voluntary effort within the ISOC Advisory Council. This charter was submitted to the Board for adoption.

It was reported that Nick Trio was designated as the Chair of the Advisory Council, and that Stefano Trumpy, Ole Jacobsen and Mike Conn were elected as Advisory Council Officers. It was also reported that the Advisory Council was strongly supportive of electronic publication of ISOC policy papers, and was willing to assist in ensuring the recognition of ISOC’s peer standing within other international bodies.

The Chair of the Board expressed appreciation of the efforts of the Advisory Council Officers.

The Board unanimously adopted the resolution concerning the ISOC Advisory Council Charter.

Resolution 96-17, ISOC Advisory Council Charter
RESOLVED, that the Board approves the ISOC Advisory Council Charter.

13. Next Meeting

The next meeting of the ISOC Board of Trustees is scheduled for Monday, June 23 and Tuesday, June 24, in Kuala Lumpur, Malaysia.

13. Move to Adjourn

The Meeting was adjourned at 11:45am, 14 December.

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