Minutes of Board Meeting No. 1

15 Jun 1992, Kobe, Japan

Author(s): Juergen Harms (Secretary)
Date: 1992.6.25
Committee: BoT
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Status: Confirmed
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The innaugural Annual General Meeting of the Board of Trustees of Internet Society, was held pursuant to notice at Kobe, Japan, on Monday June 15 1992. Meeting opened at 9:00 am.

Vint Cerf, President of the ISOC Board of Trustees, assumed the duties of Chairman of the Meeting and called the Meeting to order at 9:00am on June 15. Jurgen Harms, 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: Hideo Aiso, Vint Cerf, Lyman Chapinm, Ira Fuchs, Frode Greisen, Juergen Harms, Geoff Huston, Bob Kahn, Tomaz Kalin, Ken King, Lawrence Landweber, Kees Neggers (after adoption of Resolution 92-01), Tony Rutkowski and Mike Roberts (ex-offico). Apologies were received from Charles Brownstein.

A quorum was preent for the meeting.

Also attending was Elizabeth Barnhart (ISOC Staff).

The draft agenda for the meeting was unanimously adopted.

It was agreed that as a matter of normal procedure, the Board would observe Roberts Rules of Order.

2. Appointments to the Board

The Board unanimously approved the appointment of Kees Neggers to the Board of Trustees in accordance with the request of ISOC Charter Member RARE that Kees Neggers become its Trustee representative.

Resolution 92-01 Appointment of RARE Nominee to the Board
RESOLVED, that Kees Neggers be appointed to the ISOC Board of Trustees representing the RARE Charter Member.

The Board unanimously approved the reappointment of Juergen Harms to the Board for a one year term expiring 30th June 1993.

Resolution 92-02 Re-appointment of Juergen Harms to the Board
RESOLVED, that Juergen Harms be re-appointed as Trustee for a 1-year term expiring 30th June 1993.

3. Confirmation of Previous Actions of the Board

The Board unanimously adopted Resolution 92-03.

Resolution 92-03 Confirmation of Charter, initial Board of Trustees and Officers, adoption of By Laws and appointment of Executive Director
RESOLVED, that the Board confirms the following actions it had taken previously by electronic means:

(a) Adoption of Charter
(b) Appointment of initial Board of Trustees and Officers
(c) Adoption of By-Laws
(d) Appointment of Michael Roberts as Executive Director and ex officio Trustee.

4. President’s Report

President Vint Cerf welcomed Board members to their first meeting. He described the Society’s current relationship with the Corporation for National Research Initiatives (“CNRI”), in which CNRI, in addition to functioning as the Secretariat for the Internet Society (“ISOC”), also is the legal entity which supports ISOC activities. If situations arise in which there may be potential legal liability issues affecting CNRI and ISOC, they will be referred to counsel for advice.

Several Board members asked about the timetable for incorporating ISOC as an independent entity. Bob Kahn responded that it was his view that this should occur as soon as the Society’s financial health permitted. Ken King observed that according to the draft FY93 financial schedule contained in the meeting agenda, this might be as soon as 1993. Vint Cerf said that such would be a happy circumstance but that he was cautious on this point.

(a) Membership Status
Vint Cerf presented a list of current organizational members and a breakdown by country of the individual members (List in enclosure D). At the end of May, there were 24 organizational members, and 1028 individual members. Although these numbers meet our expectations for this early point in the Society’s existence, continued rapid growth is necessary to meet our financial targets and the Trustees are requested to assist with securing new members, especially in non-U.S. areas.

(b) Internet Certificate Authority Registration
Vint Cerf proposed that the Society provide Internet Certificate Authority registration services. This is an activity which is necessary for the creation of security enhanced mail and related services on the Internet. Engaging in the service will accelerate progress in improving Internet security and is the type of leadership which the Society should be pursuing.

The Board approved the offering of this service in principle, but asked that it be provided with a written proposal and an analysis of the projected income and expense of the service. A small working party shall be created and, in particular, examine the international aspects of this topic. The proposal should be reviewed by counsel to determine the extent of any legal liability that may be associated with ICA registration service.

(c) Pro-Rating of Organizational Member Dues
The Board agreed that it sees no present need to offer a pro-rated dues schedule for new organizational members at this time.

5. Budget

Vint Cerf presented and discussed the budget for the current year, FY92. A total revenue of USD457000 is anticipated from dues, services and miscellaneous sources. Total expenses for Society programs, including publications, staff, legal and general and administrative services of USD520000 are anticipated, leaving a budgeted deficit of USD63000 for the year. Every attempt will be made to stay within the limits of this budget. In response to a question concerning the receipt of less than budgeted revenues, the president mentioned a list of items which could be considered discretionary and postponable to the following fiscal year.

The Society will attempt to improve these projections to achieve a balanced budget by year end, but in the event a deficit occurs, CNRI has agreed to contribute up to USD102000 to offset it.

The Board unanimously adopted the proposed FY92 Budget.

Resolution 92-04 Apdoption of Budget
RESOLVED, that the Board adopts the proposed FY92 budget.

Vint Cerf briefly discussed the current Society financial report and a draft budget for FY93. The Board will receive additional detailed FY93 budget projections and alternatives prior to its December 1992 meeting at which the FY93 budget will be presented for approval.

In view of the present financial situation, treasurer Frode Greisen urged the Trustees and Officers to attempt to find funding for travel to Board meetings from their own resources, in particular those coupled to INET Conferences. He also indicated that he intends to provide a quarterly financial report for the Board and for subsequent distribution to the Members.

6. IAB Report

Lyman Chapin presented and discussed the draft Charter for the Internet Architecture Board (“IAB”), which would accomplish the major goal of bringing the activities of ISOC and the Internet Activity Board into a common organization.

The Board, which had not had an opportunity to discuss the draft charter prior to its Kobe meeting, remarked on several areas of the text where improvements were desirable. After extensive discussion it was decided that, for the moment, the document should be adopted as submitted with the exception of some minor editorial clarifications in Sections 1(5), 5, and 11.

The Board unanimously adopted the amended IAB Charter.

Resolution 92-05 Apdoption of IAB Charter
RESOLVED, that the Board adopts the admended Charter of the IAB.

7. Conferences Report

Larry Landweber gave status reports on the INET Conferences. INET ’92, due to the extraordinary efforts of the Organizing Committee in Japan, will be an outstanding programmatic success and will also achieve its financial targets, for which the Board extended its great thanks to Trustee Hideo Aiso, who is the General Conference Chair for INET’92.

INET’93, to be held in San Francisco in August, is completing the formation of its Conference Committee. Eric Benhamou, CEO of 3Com Corporation, will be the Conference Chair. Bill Yundt of Stanford and Barry Leiner of USRA will be co-chairs of the Program Committee. The Board will receive a progress report following the next Conference Committee meeting, which is scheduled for September 25 1992.

Larry is engaged in discussions with RARE representatives about hosting INET’94 in Europe. Larry recommended that the Board accept RARE’s offer to host INET’94, subject to agreement on program and conference arrangements.

The Board unanimously resolved to accept in principle the offer from RARE to host INET’94 and asked Larry Landweber to work out conference arrangements with RARE and provide the Board with a detailed proposal for approval by early Fall.

Resolution 92-06 RARE to host INET’94
RESOLVED, that the Board accepts in principle the offer from RARE to host INET’94.

The Board asked that a conferences manual containing major policy and procedures statements be prepared by staff in collaboration with the vice presidents in a form appropriate for legal review and submitted for Board approval at an early date.

Larry Landweber distributed a draft of criteria for ISOC co-sponsorship of conferences and similar events, for review by the Board and adoption at a later date.

8. Publications

Tony Rutkowski reviewed the status of ISOC News. The News is produced through a global group of contributors and editors working together over the Internet. Reaction to the first two issues has been very positive. Tony asked the Trustees to continue to provide feedback, both positive and negative, on editorial policies.

In furtherance of general ISOC goals, there is an expectation that an online version of the News be created. After substantial discussion on issues related to the desirability of an on-line version (additional effort and expense, impact on membership numbers, copyright), the Board expressed its desire to see an on-line version developed at an early date, consistent with considerations of quality, cost, timeliness and the basic differences between an on-line and a hardcopy communication medium.

Subject to legal review, the Board endorsed the acceptance of appropriate advertising in ISOC publications in their printed version but limited it at the present time to organisational members of the Internet Society. On a related issue, the Board indicated no objection to future sales of copies of ISOC News, provided that pricing is consistent with recovery of costs and a contribution to reserves.

Due to limited editorial and financial resources, plans for an ISOC Journal are making slow progress. A date for the first issue has not yet been established. The Board asked for an opportunity to review the detailed editorial concept and the budget for the Journal prior to proceeding with publication.

9. Adoption of Final Charter

The Trustees executed a final version of the Internet Society Charter which will bear the signatures of all fifteen Trustees. (Trustee Brownstein’s signature was obtained at a later date.)

10. By-Laws

The Board expressed its desire to have a simplified description reviewed by counsel in time for the next meeting.

The Board endorsed a suggestion that the By-Law wording relating to dues for Founding members be clarified to conform to current practice, which makes non-profit and government members paying reduced dues eligible for Founding Member status.

The Board indicated its intention to implement the principle of staggering the terms of the appointment of Trustees, aiming at having five Trustees elected each year. This will require certain Trustees presently in office to serve terms of less than three years. An examination of the precise meaning of Article 3 (1) of the by-laws will be made in order to clarify whether a modification of the by-laws is necessary or whether this can be achieved within the present by-laws.

Mike Roberts presented proposed procedures for nominating and electing Trustees, along with a draft calendar for holding the 1993 Trustee elections. The proposal is intended to carry out previously discussed Board intentions to have a majority of the Board elected by the end of the three year initial period of operations. It provides that five Trustees be elected in January 1993, and take office on 1 July 1993.

The Board adopted Resolution 92-07.

Resolution 92-07 Procedures for the Nomination and Election of Trustees
RESOLVED, that the Board accepts the proposed amendment as procedures for the nomination and election of Trustees, and to publicly disseminate these procedures prior to the next board meeting.

11. Committees

The Board unanimously adopted Resolution 92-08.

Resolution 92-08 Executive Committee
RESOLVED, that the Board creates an Executive Committee composed of Vint Cerf, Frode Greisen, Juergen Harms, Bob Kahn, Larry Landweber, Mike Roberts (ex-officio), and Tony Rutkowski.

The Board unanimously adopted Resolution 92-09.

Resolution 92-09 Other Committees
RESOLVED, that the President be authorized to appoint the following committees and report their membership to the Board:

(a) 1993 Trustee Nominating Committee
(b) 1993 Trustee Election Committee
(c) Committee on the Internet in Developing Countries
(d) Committee on Internet Support for Disaster Relief.

12. Other Business

(a) Relationship with ITU
Tony Rutkowski presented a proposal in the form of three resolutions for creating a relationship with the International Telecommunications Union (“ITU”) that is intended to lead toward more formal involvement of the Society in international networking standards.

The Board adopted Resolution 92-10.

Resolution 92-10 Proposed relationship with ITU
RESOLVED, that the Board adopts the proposal on relationships with the ITU.

(b) Internet Society Chapters
Hideo Aiso reported that there is great interest in Japan in forming a chapter of the Internet Society. After discussion, the Board agreed to form a working group to explore the manner in which such local organiza- tions could be formed and function in way that is productive for the groups and contributes to the overall health of the Society at the same time.

(c) Next Meeting of the Board of Trustees
The Board will meet in Reston, Virginia on December 10, 1992. Trustees requested that staff provide agenda materials at least two weeks in advance of the meeting.

The Board adjourned at 3:00 pm.

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