Minutes of Board Meeting No. 4

07 – 09 Feb 1994, Reston, United States

Author(s): G. Huston (Secretary)
Date: 1994.06.27
Committee: BoT
Document: 94-150a
Revision: 1
Supersedes:
Status: Confirmed
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 Offices of ISOC, Suite 100, 1895 Preston White Drive, Reston, Virginia, U.S.A, on Monday February 7 1994 through to Wednesday 9 February 1994.

Vinton G. Cerf, President of ISOC, assumed the duties of Chairman of the Meeting and called the Meeting to order at approximately 9:00 a.m. on February 7. Geoff Huston, Secretary of ISOC, assumed the duties of Secretary of the Meeting and recorded the Minutes.

1. Attendance

The following Trustees were present during all three days of the Meeting: Scott Bradner, Charles N. Brownstein, Vinton G. Cerf, A. Lyman Chapin, Ira Fuchs, Frode Greisen, Geoff Huston, , Robert E. Kahn, Tomaz Kalin, Lawrence H. Landweber, Kees Neggers, Jon Postel, Michael Roberts and Anthony M. Rutkowski.

Trustee Dave Farber attended the meeting on February 7 and 8, was unable to attend on February 9.

Absent were Jean A. Polly, Susan Estrada and Haruhisa Ishida

Also present by invitation was Andrea Ireland, legal counsel to ISOC.

A quorum was present on all days.

2. Approval of Minutes

The Minutes of the Meeting of the Board of Trustees held on August 16 – 17 1993, at San Francisco, CA, U.S.A., had been distributed for review and approval prior to this Meeting.

Following discussion, Item 5 (Treasurer’s Report), paragraph 4, sentence 1, of the Minutes of the August 1993 Meeting was revised to read: “Following discussion, the Board confirmed that it will obligate ISOC to pay up to 25% of the operating costs of the IETF Secretariat during 1993, to a maximum level of $300,000.” The Minutes, as amended, were unanimously approved.

The Board agreed to proceed with the material provided for the meeting although such material was not provided to Trustees two weeks in advance of the meeting date.

3. Confirmation of Email Votes

The Secretary reported that there were no email votes requiring confirmation of the Board.

4. President’s Report

The President reported to the Board a summary of ISOC activities for 1993. The report included the status of membership of ISOC, conference and workshop sponsorship, external relationships and liaisons being formed, publications and book drop programs and staff movements

The President noted that the ISOC Secretariat function will be moving to new accommodation in 1994 in the Reston area.

Within the context of the Board’s consideration of a potential ISOC relationship with the ANSI ISSB, it was the sense of the Board that unilateral action with respect to liaison with national bodies should not be undertaken by ISOC unless other comparable national liaisons are investigated and, as appropriate, undertaken.

5. Treasurer’s Report

Treasurer Greisen presented to the Board the unaudited estimates of the 1993 financial balance sheet and the estimated 1993 revenue and expenses for ISOC. The Treasurer noted that organisational membership had exceed projections while individual membership numbers remained largely static at 2,000 members. The income derived from INET’93 was also lower than projected.

Expenses were contained within the total budget, which some movement of expenditure items within specific categories to ensure that overall ISOC program objectives were covered by the Secretariat. Total reserves held by ISOC as of December 31, 1993 were estimated to be USD 312,793.09

The Board considered a proposed budget for 1994 which called for an increase in organisational and individual membership revenues of USD 100,000 over 1993 levels, and includes a contribution to the cost of operating IETF Secretariat functions of USD 100,000 for 1994.

The Board agreed to establish an Audit Committee, and Trustees Greisen, Kahn and Roberts were nominated as the committee members.

The Board unanimously adopted Resolutions 94-01, 94-02, 94-03, 94-04 and 94-05.

Resolution 94-01: Financial Statements for ISOC Board of Trustees Meetings
RESOLVED, that the Board directs the ISOC Secretariat to formulate a cash budget and an accrual budget at all such times as when the ISOC budget is to be considered by the ISOC Board of Trustees.

Resolution 94-02: Reserves for 1994 ISOC Budget
RESOLVED, that until further direction of the Board of Trustees, the financial reserves of the Society, estimated at USD 312,793 at December 31, 1993, are to be used to provide working capital for the operations of the Society, and shall not be encumbered for any other purpose.

Resolution 94-03: Borrowing by ISOC
RESOLVED, that until further direction of the Board of Trustees, the President and the Executive Director are instructed to conduct the financial affairs of the Society such that debt beyond normal trade payments in not incurred.

Resolution 94-04: 1994 ISOC Budget
RESOLVED, that subject to further review at the next regularly scheduled meeting of the Board of Trustees, the President is authorised to carry out the budget for calendar year 1994, which calls for total revenue of USD 967,500, total expenses of USD 965,456, and a budgeted surplus of USD 2,044. In the event of an actual or projected shortfall in revenue appropriate actions will be taken to reduce expenses such that a deficit is not incurred.

Resolution 94-05: Audit Committee
RESOLVED, that the Board is to establish an Audit Committee, chartered to review ISOC financial procedures and report to the Board of Trustees on a continuing basis.

6. Executive Director Search Committee Report

Larry Landweber summarised the actions of the Executive Director Search Committee (This committee was convened in August 1993 to recommend an Executive Director for ISOC. Committee members were Trustees Landweber (chair), Cerf, Farber, Funk, Huston, Neggers and Roberts.)

Following an advertisement placed in the Washington Post, and on the Internet some 115 applications were received. 5 applicants were subsequently interviewed by members of the committee.

The Board discussed the merit of using a professional location service in the future for this and similar ISOC positions that may be established in the future.

The Board reviewed a draft contract for the hiring of the Executive Director, and made recommendations concerning the contract details which the President will forward for review by legal council.

The Board unanimously adopted Resoltuion 94-06.

Resolution 94-06: Executive Director Appointment
RESOLVED, that the Board confirms the appointment of Anthony Rutkowski as Executive Director of ISOC, to be appointed within terms consistent to that specified in the draft service agreement.

7. Nominations Committee Status

Jon Postel reported that an ISOC Nominations Committee, comprising of Trustees Postel (chair), Neggers and Huston, and ISOC members Joyce Reynolds, David Conrad, David Morton and Larry Press, had been formed.

The process of nominations and elections is detailed in ISOC Resolution 92-11. Within that schedule the nominations period has commenced in January 15, 1994, and the election results can be announced on September 1, 1994. allowing the new trustees to assume their position at the next meeting of the ISOC Board of Trustees.

The Board discussed the issues associated with the length of the nominations and election process. The Board also review the issues associated with the regional makeup of Trustees, and discussed various options open to the Society to ensure a broad level of regional representation within the Board.

The Board unanimously adopted Resolution 94-07.

Resolution 94-07: 1995 ISOC Elections
RESOLVED, that the Board form a committee to report to the Trustees on the proposed schedule for the 1995 Trustee elections, and propose any appropriate changes to the existing elections procedure.

8. Conferences Vice President Report

Mike Roberts reported on INET’93 , noting that the amounts reported to the trustees are subject to EDUCOM fiscal audit. The net outcome to ISOC for INET’93 was USD 40,727. This was slightly lower than original projections and the relevant factors were discussed by the Board. It was noted that INET’93 contributed USD 100,000 toward the total costs of USD 300,000 of the Workshop for Developing Countries. This workshop is proposed to be an ongoing outlay to future INET Conference Committees.

It was noted that future INET conferences would operate more efficiently using a local account for operation of the conference.

The Board considered progress relating to INET’94. It was noted that projected income to ISOC was currently anticipated to be less than USD 5,000 by the INET’94 conference committee. It was also noted that a corporate sponsorship target of USD 285,000 is necessary for the conference, and Trustees were requested to assist in identifying potential corporate INET’94 sponsors.

INET’95 is to be hosted by Singapore, and requirements, including dates of June 13-15, have been passed to the Singapore hots.

It was the sense of the Board that negotiations be undertaken with Canarie to host INET’96 in Canada.

The Board considered a proposal to co-sponsor a US conference in November 94 with TTI. The Board indicated that this proposal not be pursued by ISOC.

9. Publications Vice President Report

A special issue of the Internet Society News; “A Year in the life of the Internet” was distributed to Trustees. Advertising space in the publication is now being sold. Efforts are underway to complement the paper publication with an electronic version. The Trustees indicated interest in an analysis of ISOC News as an income / expenditure activity.

With the appointment of Tony Rutkowski as Executive Director the Trustees were advised to consider an appropriate individual for the position of editor of this publication.

It was recorded as the sense of the Board is to produce ISOC News within the parameters of efficiency and quality.

10. CNRI Contract and ISOC Bylaws

The Board discussed the arrangements relating to a proposed change of relationship between CNRI and ISOC whereby ISOC would directly resource the major component of ISOC Secretariat activities. The Board examined the relevant provisions in the ISOC By Laws, and indicated that deletion of Sections 1 and 2 of Article VII of the By Laws would resolve any potential ambiguities on this matter if the proposed changes were effected.

It was recorded as the sense of the Board to proceed with drafting a resolution to change the ISOC By Laws to remove any potential ambiguity relating to proposed arrangements concerning ISOC Bank Account management and the provision of Secretariat services.

11. Bank Resolutions

The Board approved the respective bank resolutions attached hereto, for the maintenance of ISOC accounts at The Riggs National Bank of Washington, D.C. The resolutions reflect a change of ISOC office holders, and create a new account to hold corporate payments relating to INET’94 support.

12. Proposed ISOC Procedures

The Board considered a document proposing a set of ISOC Internal Procedures relating to the carriage of meetings of the Board of Trustees and the associated procedures for the carriage of Trustee electronic votes.

The Board agreed to change the procedures as drafted such that section 4.11 (Ratification of Electronic Voting) be altered to read: “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 Trustees will note that the electronic vote has no binding force and no consequent irreversible actions can be taken by the Society.”

The Board unanimously adopted Resolution 94-08.

Resolution 94-08: ISOC Internal Procedures
RESOLVED, that the Board adopts the documented ISOC Internal Procedures, as amended.

13. Proposed ISOC Document Standards

The Board discussed the proposed ISOC Documentation standards and the associated issues related to the transmission and dissemination of documents and various document structures such as postscript and SGML.

14. Report of Membership Committee

The Board discussed individual membership fees in the context of the objectives of the Society and the benefits available to the membership. The Board recognised the importance of continued growth in individual membership levels.

The Board indicated that a study of free non-voting membership be undertaken, for Trustee consideration at the next meeting.

The Board adopted Resolution 94-09.

Resolution 94-09: Individual Membership Fees
RESOLVED, that the Board immediately set individual annual membership fees to USD 35, and record all renewed memberships which occurred on or after 1 January 1994 as a two year membership.

The Board unanimously adopted Resolution 94-10.

Resolution 94-10: Non Voting Individual Membership
RESOLVED, that the Board establish a committee to investigate a proposal for the establishment of a new non voting class of individual membership of ISOC, and the committee is tasked to report on this matter at the next meeting of the Board.

15. Proposed Organisational Member Dues Schedule

The Board considered a proposal for new classes of organisational members, proposing two new organisational membership classes: Associate organisational members and organisational Friends of ISOC.

The recorded sense of the Board was for the President to refine the proposal in the light of the Board’s resolutions in terms of organisational profiles and appropriate levels of support to ISOC

The Board unanimously adopted Resolutions 94-11 and 94-12.

Resolution 94-11: Associate Organisational Members of ISOC
RESOLVED, that the Board Establish a new class of organisational membership of ISOC, Associate Organisational Member.

Resolution 94-12: Friends of ISOC
RESOLVED, that the Board establish a new category of listed membership of ISOC, Friends of ISOC, with a minimum contribution to be determined by the President of ISOC at a level not less than double individual membership fees, for a listing period of 1 calendar year.

16. Report of Chapters Committee

The Board considered the report of the Chapters Committee. The principles documented in the report were that Chapter formation be undertaken in order to allow local ISOC membership initiatives to take place within the ISOC domain (and according to relevant ISOC policies and procedures) with minimal demands on the ISOC budget.

The Board adopted Resolution 94-13.

Resolution 94-13: ISOC Chapters
RESOLVED, that the Board empowers the ISOC President to establish ISOC Chapter charter procedures in accordance with these principles, and to implement them:

a) ISOC will approve the formation of regional chapters for the purpose of promoting local activity consistent with ISOC goals and charter.
b) ISOC Regional Chapters will be designated by ISOC after approval by the President of a satisfactory application to ISOC.
c) ISOC Regional Chapters shall consist of local groups of ISOC members.

17. ISOC Mission Discussion

The Board discussed the mission of ISOC, examining long term strategic options for ISOC activity.

The Board discussed membership support activities for both individual and corporate members, examining the various membership consolidation activities.

The Board also examined the current status of the internet standards process, and indicated their desire to ensure that the process was legally robust. The objective of establishing ISOC as the organisational umbrella for the internet standards activity was reiterated by Board members as the principle goal of ISOC. The sense of the Board was that internet standards activity is vital to ISOC’s mission and continued existence. The Trustees considered that a review of RFC1310bis with particular reference to legal and liability issues be undertaken, with consultation with the IAB and IESG, and that this review be completed by June 1994. The Board also indicated that legal review with respect to US law be invited from the Federal Networking Council and with respect to European law be invited from DG IV of the European Union.

The Board also considered the subject of operational coordination, and examined the issues associated with the possible formation of an Internet Operations forum or similar operationally focussed structure which could support the Internet service provider community. The sense of the Board was for ISOC to further develop this potential area of activity.

The recorded sense of the Board was for the ISOC Executive Director to formulate a refinement of mission statement, based on the material presented during the Board’s consideration of this subject and related discussion.

The Board unanimously adopted Resolution 94-14.

Resolution 94-14 Internet Standards Process
RESOLVED, that the Board establish a committee to finalise the document RFC1310bis with particular reference to legal and insurance implications and formulate a strategy by which this arrangement can be effected with the IAB, IESG and IAB. This committee is tasked with presenting the Board a codification of these practices, and should invite legal review by the appropriate US and European entities.

18. Reciprocal Membership Privileges: ISOC / ACM

The Board considered a reciprocal membership proposal between the ACM and ISOC.

The sense of the Board was that of genuine interest in this proposal, but the Board did not consider that it was in a position to confirm any such agreement at this point in time.

ISOC staff were requested to provide a more detailed profile of current ACM membership and fees.

19. Federal Inter-Agency Panel Report response

The Board considered the Federal Inter-Agency Panel Report (FIRP Report), and a draft response from ISOC which would incorporate a response from the IESG and the IAB.

The sense of the Board was to generate a cover letter from the President of ISOC, conveying and commending the response from the IESG and IAB chairs to this US Federal Panel Report

20. ISOC / TTI Joint Conference Proposal

The Board rejected the proposal to undertake a joint conference with TTI.

21. Next Meetings

The next meeting will be held in Prague on June 13 (all day) and June 14 (pm), 1994.

A joint meeting with the ISOC Advisory Council will be held on June 13 (am), 1994.

The following meeting of the Board will be held in Washington DC on December 15 and 16, 1994.

The meeting was declared closed at 12:40 pm on February 9 1994.

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