Minutes of Board Meeting No. 7

26 – 27 Jun 1995, Honolulu, United States

Author(s): G. Huston (Secretary)
Date: 1995.05.28
Committee: BoT
Document: 95-7
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, USA (“ISOC”), was held pursuant to notice at the Sheraton Waikiki Hotel, Honolulu, Hawaii, USA, on Monday June 26 1995 and Tuesday June 27 1995.

Vinton G. Cerf, President of ISOC, assumed the duties of Chairman of the Meeting and called the Meeting to order at approximately 8:30 a.m. on June 26. Geoff Huston, Secretary of ISOC, 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 G. Cerf, Susan Estrada, Dave Farber, Frode Greisen, Shigeki Goto, Saul Hahn, Christian Huitema, Haruhisa Ishida, Robert E. Kahn, Tomaz Kalin, Lawrence H. Landweber, Dan Lynch, Kees Neggers, Tim O’Reilly, Jean Polly, Jon Postel, Michael Roberts and Anthony M. Rutkowski (ex-offico).

A quorum was present on both days.

Also attending the meeting were: Geoff Huston (Secretary), Andrea Ireland (Legal Council), Nicholas Trio (Advisory Council), Rick Adams (Advisory Council), C. Joe Pasquariello (Advisory Council).

Observers: Mary Burger, Patrice Lyons, George Sadowsky, Stefano Trumpy.

The Chair welcomed the elected Trustees assuming office: Christian Huitema and Tim O’Reilly.

2. Approval of Minutes

The Minutes of the Meeting of the Board of Trustees held on December 15 – 16 1994, at Reston, Virginia, USA, had been distributed for review prior to this Meeting (ISOC BoT Document 94-350).

The Minutes were unanimously approved.

2.1 Confirmation of Email Votes

The Board unanimously confirmed the IAB nominations vote of March 1995.

Resolution 95-01 1995 IAB Nominations
RESOLVED, that the Board of Trustees confirms the nomination of:

• Yakov Rekhter
• Elise Gerich
• Jay Allard
• Robert Moskowitz
• Erik Huizer
• Chris Weider

to serve on the Internet Architecture Board.

3 Elections

The Board considered the operation of the ISOC Election Procedures as they relate to the date of assumption of office of newly elected Trustees, noting the background documents to this issue, the ISOC ByLaws and the procedures documented within ISOC Resolution 94-19, did not clearly define the transition of the Board following the completion of the Trustee membership election. The Board passed the following resolution as an attachment to the procedures of ISOC Resolution 94-19.

Resolution 95-02 Assumption of Office of Elected Trustees
RESOLVED, that the term of office of elected Trustees shall commence at the adjournment of the next Board meeting following the completion of the Election process. The term of office for departing Trustees shall end at the adjournment of the next Board meeting following the completion of the Election process. The Board meeting is defined as having one agenda, which may extend over several days. The new Board may convene an organisational meeting after the completion of the meeting of the outgoing Board.

Resolution 95-03 1996 ISOC Nomination and Trustee Election Timetable
RESOLVED, that the Board adopts a Timetable for the 1996 Trustee nomination and election process in accordance with the procedures of Resolution 94-19:

November 1 1995	Nominations Period Opens
December 31 1995	Nominations Period Closes
January 15 1996	Nominations Committee Announcement
February 14 1996	Petition Period Closes
February 15 1996	Candidate Announcement
March 1 1996	Election Period Opens – Ballots posted
April 30 1996	Election date
May 1 1996	Challenge Period Opens
May 10 1996	Elections Committee Certifies Result
May 20 1996	Challenge Period Closes
June 9 1996	ISOC Response to Challenge Period Closes
June 9 1996	Completion of Election Process

4 Basic Instruments

The Board had undertaken to continue the review of the ISOC ByLaws as they related to the completion of the defined Initial Period Of Operations. The following resolution relating to a change in the ISOC ByLaws was passed by the Board.

Resolution 95-04 Amendments to ISOC ByLaws
RESOLVED, that the following amendments are to be applied to the ISOC ByLaws:

1. Delete Article II, pertaining to the Initial Period of Operations, in its entirety and redesignate succeeding Articles accordingly.
2. In Article III, Section 1, second sentence, delete the phrase “… for a portion of, or all of, the Society’s Initial Period of Operations…”
3. In Article III, Section 2, last sentence, amend the final phrase to read “… except that service as an appointed Trustee prior to July 1995 shall not be counted in this computation.”
4. In Article V, delete Section 1 in its entirety except for the following sentence: “Any vacancy in an officer position shall be filled by an individual elected by the affirmative vote of at least a majority of the members of the Board of Trustees then in office.”
5. In Article V, Section 2, delete the following phrase in the second sentence: “Except as specified in Section 1 of this Article,…”
6. In Article V, Section 2, delete the following phrase in the third sentence: “After the Society’s Initial Period of Operations,…”
7. In Article V redesignate Section 2 to Section 1, and Section 1 to Section 2.
8. In Article VI, sub-Section 2(3), delete the second sentence reading: “Founding Member status is not available to an organisation which is a Start-up Member.”
9. In Article VI, sub-Section 4(1)(a), change the word “contributes” to “contributed”.
10. In Article VI, sub-Section 4(1)(b), change the phrase “is organised” to “was organised.”
11. In Article VII, delete Sections 1 and 2 and renumber the other sections accordingly.

The Trustees also considered the definition of the Period of Office of Trustees, confirming the provisions in the ByLaws that a Trustee may not serve more than two successive terms in office. The Board noted that in the situation where a casual vacancy was determined to be filled within the process of membership elections the elections procedures required further clarification, and the following resolution was adopted.

Resolution 95-05 Casual Vacancies on the Board of Trustees
RESOLVED, that the Board adopts the procedure that, where a casual vacancy exists on the Board of Trustees which is to be filled by an elected Trustee in the next election, the vacancy shall be deemed to be filled by the candidate elected with the least number of votes in the election. The Board will determine the period of office for the casual vacancy to be one term of office at it relates to the provisions of the ISOC ByLaws.

Where multiple casual vacancies exist the elected candidate with the least number of votes will be deemed to fill the casual vacancy with the shortest period remaining, the elected candidate with the second smallest number of votes will be deemed to fill the next shortest casual vacancy, and so on.

A casual vacancy is defined to have occurred where a Trustee does not complete the three year term of office, and the casual vacancy is defined to exist until the expiration of the three year period associated with the original incumbents’ election.

The Board considered the provisions within the ByLaws relating to the role of the Organisational Charter Members of ISOC, and discussed a set of proposed amendments relating to the removal of such provisions. It was recorded as the sense of the Board that these provisions should be removed from the ByLaws. The Board determined to form a Committee, to be chaired by Frode Greisen, to examine the structure of the ISOC Board of Trustees, and invited all Charter Members to participate on this committee.

5 Financial Statements

The Board considered the Financial Statements for ISOC for 1994. The ISOC Accounts were audited by Gelman, Rosenberg & Freedman. The accounts indicate revenue of USD 985,000, with organisational membership contributing USD 669,000 to this total. The Board noted that the organisational membership numbers had increased in 1994, but that income from organisational membership declined slightly with the closure of the Founding Member program. ISOC expenses for 1994 totalled USD 673,000, noting that ISOC did not contribute any sum to support for IETF Secretariat for 1994. ISOC reserves were at USD 570,000 at the end of 1994. The Board noted that the Auditor’s recommendation are being undertaken by the ISOC Secretariat. The ISOC Audit Committee have also examined, and accepted, the report.

The Board unanimously adopted Resolution 95-06.

Resolution 95-06 Audited 1994 ISOC Financial Statements
RESOLVED, that the Board accept the audited 1994 Financial Statement as a true and accurate record of the financial position of ISOC for 1994.

The Board considered the ISOC 1995 Balance Sheet, describing the financial position of ISOC as of 31 May 1995 and projections of financial outcome as of the end of 1995. The current projection is a surplus of USD 289,000 for the year.

The Board considered the position regarding ISOC funding the costs associated with Board meetings, and it was recorded as the sense of the Board that ISOC should reimburse attendance expenses for those Trustees who request such reimbursement. An amount of USD 50,000 was to be budgeted for this expense within the ISOC budget.

The Board considered the financial implications of providing financial support directly to the IETF, and reiterated the objective to provide a sum of USD 250,000 to the IETF over the 12 month period July 1995 – June 1996. The objective within the relevant component of the ISOC Business Plan is to provide funding of USD 125,000 to the IETF in the period July 1995 – December 1995, subject to the constraints of ISOC’s charter and existing taxation status.

The ISOC Secretariat was requested to prepare monthly budget reports for circulation to the Trustees.

6 ISOC Business Plan

The board was briefed by the Executive Director regarding the ISOC Business Plan structure. The Structure enumerates 23 business activities, and the Trustees discussed these activities with respect to the ISOC mission statement as described in the Articles of Incorporation.

6.1 General Core Activity Areas of ISOC

The sense of the Board was a broad consensus of a characterisation of ISOC as an International Organisation operating as an Individual Membership society. It was noted as a sense of the Board that the characterisation of an International Industry Organisation was not considered a component of the core characterisation of ISOC.

It was noted that within the considered business plan structure those component activities considered as potential ISOC activities include conferences, workshops and tutorials, publications, public information, statistics, interns, archives and awards. While there is no clear Board support for activities which include an network service operational component, the Board did support network infrastructure initiatives in Africa. The Board also supported activities supporting Standards Development and some areas of administrative operation of Internet infrastructure.

6.2 Individual Membership

The Board endorsed the direction to increase individual membership, and noted that Chapters appear to present an effective approach to broader membership numbers, while placing some possible levels of pressure on expanding ISOC organisational support levels.

The Board nominated an Individual Membership Committee to examine the matter of expanded mass membership in more detail and report to the Board at its next meeting. Trustees appointed to this committee are: Tim O’Reilly (chair), Ishida, Landweber and Cerf.

The Board considered a recommendation to use a position of one half of a full time staff member to support the operation of ISOC Chapters, and the sense of the Board was to support this recommendation. The ISOC Executive Committee was delegated the final decision relating to staffing matters.

6.3 Organisational Membership

The Board considered the proposal to utilise the services of a professional fund-raiser on a commission basis, together with additional expenditure related to the promotion of ISOC Organisational membership. It was recorded as the sense of the Board to undertake this action on appropriate grounds of a small single commission (10% of first year membership fees) and moderate promotional costs (USD 10,000 per annum).

6.4 Conferences

It was noted that the conference activity is resourced with a Board officer and a full time staff member, indicating the importance of this role to ISOC. It was recorded as the sense of the Board that conferences where ISOC could further its educational charter, ensure that the financial risk to ISOC is minimised and endeavour that the return to ISOC is of the order of 20% of the extent of ISOC advances and/or financial exposure.

6.5 Workshops and Tutorials

The Board endorsed the ISOC Developing Countries Workshops that have been held in conjunction with ISOC, and indicated their support for a continuation of this activity, with the ISOC Officer for Education to recommend the appropriate activity support structure to the Board.

The Board considered the most suitable arrangements for workshops to be hosted in the ISOC Headquarters (“local” workshops). The recorded sense of the Board was to undertake a smaller number of local workshops than the proposed 80 per year, with curriculum content within the purview of ISOC, and the ISOC name to be used as the workshop convenor.

The Board considered a proposal for a China workshop, and requested the ISOC Executive Director and V-P Education to proceed with further evaluation of the proposal. The more general development of regional workshops was confirmed as a sense of the Board and the Board proposed that Larry Landweber and George Sadowsky review such proposals within the constraint of ISOC control over the curriculum of such activities.

6.6 Publications

The Board indicated a desire to undertake complementary online publication for the ISOC OnTheInternet publication, allowing members the option to read the publication on the Internet.

The Board considered the option of a technical journal, either as an ISOC publication or within a joint venture with the IEEE, and concluded that at this stage there was no benefit in undertaking such a publication.

6.7 Public Information

The Board noted that the online provision of information from public sources was an activity which augmented ISOC’s public profile as an authoritative source of information about the Internet. The Board indicated support for this activity within the constraints of modest expenditure of staff time dedicated to this activity.

6.8 Statistics and Market Research

The Board indicated no broad support for developing this as an ISOC activity as a research cost centre.

6.9 Interns and Education

The Board indicated their support for this activity, with support provided through organisational grants and administration of the program undertaken by the Society’s System Administrator with support from the Office Manager. The interns would be responsible for their travel and accommodation expenses.

6.10 Awards and Historical Archives

The Board indicated their continued support for this activity. The Awards Program is being undertaken under the guidance of the ISOC Awards Committee. The Board indicated their support to broaden this activity to include the collection of historical material as a coordination of volunteer effort.

6.11 Internet Multicast Service

The recorded sense of the Board was not to develop this as an ISOC activity.

6.12 Standards and Applications Development

The Board noted the need to provide support to international standards and architecture coordination for the Internet. The Board requested Christian Huitema to chair a Committee to further investigate International Standards Activity funding and the relationship between the IETF and ISOC. The Board reviewed its commitment to the IETF, and reiterated the intent to provide funding directly to the Chair of the IETF the sum of USD 250,000 over the twelve month period July 1995 – June 1996, within the constraints of the operation of ISOC as an educational Society within the relevant US regulations and provisions.

The Board unanimously adopted Resolution 95-07.

Resolution 95-07 ISOC Support to the IETF
RESOLVED, that the Board expend the sum of up to USD 125,000 in supporting the activities of the IETF over the period July – December 1995. The expenditure is to be directed by the Chair of the IETF under the purview of the ISOC Vice-President for Standards, for the purpose of providing flexibility of resourcing to the IETF and IESG outside of the existing IETF Secretariat funding.

6.13 Internet Architecture and Coordination

This item was discussed within the scope of item 6.12.

6.14 Name and Address Administrative Infrastructure

The Board discussed the current arrangements associated with the provision of Internet administrative infrastructure. The Board endorsed the actions of provision of organisational hosting and a startup loan of USD 10,000 to the Asia Pacific Network Information Centre (APNIC).

Resolution 95-08 ISOC Support of APNIC
RESOLVED, that the Board will provide organisational hosting to the operation of the Asia Pacific Network Information Centre.

6.15 Security Activities

The Board noted the current status of the Internet PCA Registration Authority, currently operated for the Internet Society by Jeff Schiller of MIT.

6.16 Operational Support

It was recorded as the sense of the Board that this was not an area where ISOC wished to undertake any active role.

6.17 Global Networking Institute

The Board considered further developments relating to the Global Networking Institute. The Board viewed with some concern the establishment of a separate entity within ISOC with its own Board, and noted the level of financial risk associated with the activity.

The Board determined not to proceed with the formation of the Global Networking Institute.

6.18 Legal and Regulatory Initiatives

The Executive Director briefed the Board on the developments relating to the proposed Internet Legal Task Force (ILTF), a proposed body whose objective was described as the investigation of various legal issues regarding the Internet and its social impact. The sense of the Board was to invite those interested in such an agenda to participate within the IETF framework and ISOC conference structure, but the Board did not wish to endorse the formation of an ILTF as a part of the ISOC organisational structure.

6.19 Governmental Liaisons

It was noted that this is an integral component of ISOC’s activities through the role of supporting the international recognition of Internet Standards.

6.20 Internet Trademark Proceedings

The Board was briefed on the progress on the action regarding the US trademark of the term “Internet”. ISOC’s council in this matter is proposing to offers terms of settlement to Internet Inc, with the intent that anyone could use the term “internet” for trade as it relates to communications services and communications technologies.

Resolution 95-09 US Trademark Action
RESOLVED, that the Board empower the ISOC negotiators to seek possible terms of settlement in the US trademark action.

6.21 African Networks

The Board deferred consideration of this item to a later agenda topic.

6.22 International Connections Manager Coordination NSF Contract (NSF ICM)

The Board considered the possible future restructuring of the NSF ICM contracts, and a potential ISOC response to such a contract. The Board reiterated its desire not to pursue an active operational role within Internet Service Provision, and the Board wished further advice from ISOC council regarding the implications of a contract, cooperative agreement and grant on the position of ISOC.

6.23 Disaster Relief

The Board indicated that further consideration of this item would be within the context of other international activities.

6.24 Legal and Regulatory Activities

The Board considered various potential roles within the emerging area of the legal and regulatory framework of the Internet. Options included coordinating various experts who could make themselves available for legal activities, or hosting a conference on technical information for the legal and regulatory environment in a similar vein to the ISOC Summit. The Board recommended that this area of potential activity be further developed.

7 Standards

The Board requested the President and Vice-President, Standards to enter into a dialogue with the US Federal Networking Council and other relevant US Federal Bodies regarding the future directions of the Internet Standards development activity and the requirements for supporting this activity.

The Board was informed that the ITU was considering a formal peering relationship with ISOC within the area of technology standards and development, where the normal ITU membership fees were waived (advice was subsequently received that this had occurred at the ITU after the Board meeting).

8 Conference Report

The Board considered a report from the Vice-President, Education and Conferences. INET’95 attendance was anticipated to be at 1400 paid registrations drawn from 115 countries, and the conference was anticipated to result in a net surplus to ISOC of some USD 50,000 – USD 100,000. The high cost of printed proceedings was considered and a recommendation to use CDs for subsequent years was made.

The Board gratefully acknowledged the contributions of the INET 95 Program Chairs, Kilnam Chon and Dan Lynch.

The ISOC Developing Countries Workshop for 1995 had 185 participants and 28 instructors within 4 tracks. A CD of the workshop materials being produced for attendees. Some changes in the structure of the Workshop are being contemplated for 1996, and a Regional Workshop in Africa is being considered. Support structures for this activity will remain within the purview of the Vice-President, Education.

INET’96 is scheduled for Montreal. The locations for INET’97 and INET’98 are being considered, with discussion for a joint conference with Terena in 1997 or 1998 underway.

9 Membership and Chapters Report

The Board considered a report from the Vice-President, Membership and Chapters on the status of this activity. It was noted at 6 chapters were formally recognised by ISOC, and a further 23 chapters were in the process of formation.

It was reiterated by the Board that:

• all chapter members are to be members of ISOC,
• chapters are not to have organisational members,
• a country may have two or more chapters, and
• ISOC will provide no financial support to chapters.

10 Executive Director’s Report

The Board noted the report of the ISOC Executive Director.

11 ISOC Advisory Council

The Board noted the resolution of the previous meeting to invite the Advisory Council to seat four voting members of the ISOC Board of Trustees, and noted that this remained the sense of the Board. In order to effect this it was the sense of the Board to remove the provisions relating to Charter Members of the Society and it was noted that there are an explicit sequence of procedures relating to amendment of the ISOC ByLaws had to be followed for this resolution to be effected.

The Board resolved to pass this matter to a committee for detailed consideration. The agenda for this ISOC Structure Committee is to review the structure and qualification of the members of the ISOC Board of Trustees and report to the Board by 1 September 1995. The Committee is to be chaired by Frode Greisen, with Trustees Bradner, Postel, Neggers, Kahn and Roberts as members. Two members of the ISOC Advisory Council were to be invited as members of this committee.

12 Africa Proposal

This proposal, intended to facilitate the development of internetworking in Africa, was noted by the Board. It was understood that this proposal would be further developed by Trustee Landweber and George Sadowsky.

13 Code of Contact

The draft Code of conduct prepared by the IETF RUN Working Group was noted by the Board.

14 Insurance

The Board noted the current Insurance Policy and associated endorsements. It was noted that the policy covers two major areas: indemnification of directors and officers against individual claims, and reimbursement to the organisation of any costs borne by the organisation in the course of a claim bought against the organisation. It was noted that the Directors and Officers insurance covers members of the IAB and IESG executing their duties as members of these bodies.

ISOC Legal Council was requested to provide a review of the provisions of the ISOC Insurance Policy to the IESG.

15 Election of Officers

The Board considered a potential change in the structure of ISOC to introduce the position of compensated full time Chief Executive Officer (CEO). It was noted that the increasing level of ISOC activity places a significant burden on a voluntary position. The Board noted the existing structure of full time Executive Director, and the general consensus of the Board was to investigate a structure which combined the roles of CEO and Executive Director, and retained the chair of the Board of Trustees as a Chair of the Board rather than President.

The Board then convened in Executive Session to discuss staffing matters. The President, Executive Director, Secretary and observers were not present.

The Board resolved to extend the Executive Director contract of employment for six months.

Resolution 95-10 Appreciation of Executive Director
RESOLVED, that the Board express its appreciation of the Executive Director and his energetic efforts over the past 18 months in this role.

The Board reconvened in open session.

The Board resolved that the Board request the ISOC Structure Committee to add to its agenda the task of defining the roles and responsibilities of a full time Chief Executive Officer position and subsequently to undertake a search to fill such a position.

The following individual were elected to Officer positions for the Society:

President	Larry Landweber
Secretary	Geoff Huston
Treasurer	Frode Greisen
VP Standards	Scott Bradner
VP Education	George Sadowsky
VP Chapters and Membership	Haruhisa Ishida

The following committees were formed:

1996 Nominations Committee	Chair: Vint Cerf
1996 Elections Committee	Chair: Bob Kahn
ISOC Structure Committee	Chair: Frode Greisen
	Members: Bradner, Postel, Roberts, Neggers, Kahn, plus 2 ISOC AC members
International Societal Issues	Chair: Dave Farber
Executive Committee	Landweber, Greisen, Lynch, Neggers, Goto, Rutkowski (ex-officio)
Individual Membership	Char: O’Reilly
	Members: Ishida, Landweber, Cerf

The Board determined that the Society to fund committee meeting expenses as necessary.

The Board unanimously adopted Resolution 95-11.

Resolution 95-11 Appreciation of Vint Cerf
RESOLVED, that the Board expresses its profound appreciation to Vint Cerf for his tireless efforts as inaugural President of ISOC.

The meeting was declared closed at 11:55 am on June 27 1995.

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