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Board of Trustees

Minutes of Meeting 41

12 - 13 November 2004, Washington DC, USA

Author: S. Bradner
Date: 2004-11-12
Committee: BOT
Document: 04-41
Status: Unconfirmed
Maintainer: S. BradnerAccess: unrestricted

The ISOC Board of Trustees met on 12 and 13 November 2004, proper notice having been provided to the Board of the meeting.

The following members of the Board of Trustees were present during the meeting:

Fred Baker (Chair)
Steve Crocker
Rosa M. Delgado
Erik Huizer
Veni Markovski
Desiree Miloshevic.
Glenn Ricart
Lynn St. Amour (President)
Stephen Squires
Patrick Vande Walle
Margaret Wasserman

Apologies were received from Pindar Wong.

Also present were:
Scott Bradner (Secretary)
Lynn DuVal (ISOC Director of Finance)
David McAuley (Membership Manager)
Jim Galvin (VP Chapters and Individual Members)
Mike Nelson (VP Public Policy)
Mirjam Kuehne (Senior Program Manager)
Peter Godwin (Senior Program Manager/Communications Manager)
Lyman Chapin (Contractor for 'Strategic Planning for the Internet Society')
George Sadowsky (Trustee Emeritus/Chair of Elections Committee)

(Secretary's comment: With the addition of Stephen Squires to the board, the board now has two people with the same first name. By common consent, "Steve" refers to Steve Crocker and "Stephen" refers to Stephen Squires.)

The Chair of the ISOC board called the meeting to order at 1:34 pm US EST on 12 November 2004.

I - Approval of minutes

Glenn moved to approve the minutes for the October 14, 2004 board teleconference. The motion was seconded by Margaret. The motion was approved unanimously, except for Erik and Stephen who abstained.

II - Recognition of revenue from individual members.

Since membership accruals must be done manually and this would be quite a burden for managing individual memberships, and since the ISOC's auditors agree it would be reasonable to recognize individual memberships when received as long as the total is immaterial to ISOC's financial position, Glenn moved that the ISOC recognize revenue from individual members when received until the amount becomes material. Steve seconded the motion. The motion was approved unanimously.

Resolution 04-04: Recognition of revenue from individual members.
RESOLVED that the ISOC recognize revenue from individual members when received until the amount becomes material.

III - ISOC Chair Introduction - F. Baker

Fred noted that the budget numbers were not final because the numbers from the IETF and PIR were not yet final. Fred also noted that he had sent a note to the board list earlier in the week about some developments between PIR and the ISOC. Fred noted that the PIR board had been discussing the schedule of the delivery of funds to the ISOC and the specific schedule has not yet been determined. Fred said that due to the above the board will not be able to finalize the budget during this meeting.

Glenn suggested therefore that a board committee be formed to finalize the budget and report back to the board in time for a December teleconference to approve the resulting budget. Glenn moved that a board committee consisting of Glenn (chair of committee), Margaret, Fred, Lynn and Veni be established to finalize the budget and report back to the board. Margaret seconded the motion. The motion was approved unanimously. The target date for the committee to report is roughly a week after the December PIR Board Meeting, with a view to an ISOC Board teleconference roughly a week later.

Resolution 04-05: Establishing a board committee to finalize the budget
RESOLVED that a board committee consisting of Glenn (chair of committee), Margaret, Fred, Lynn and Veni be established to finalize the budget and report back to the board.

IV - President & CEO report

Lynn presented the President & CEO report. (slides) The report included discussion of the general cash flow and future directions and goals for the ISOC. During the discussion Stephen volunteered to be a board contact for projects like the Security Expert Initiative (SEINIT). Lyman cautioned the board to evaluate individual proposals for ISOC activities in light of an overall view of what the ISOC should be doing rather than on their own. He said that doing so produces a stronger more coherent organization. Lynn presented a draft 2005 budget for discussion with the understanding that the specific financial requirements for the IETF and the specific level of funds from PIR are not yet finalized. She said that she used the current planning assumptions for these two factors in the draft budget. This budget will be discussed further later in themeeting.

Lynn also reported on the ISOC staff reorganization that had already been done and that additional reorganizations and new hires that are expected in the first half of 2005. Leslie reported on the plans and status of the IETF restructuring efforts. She said that the current schedule included sending out an IETF last call on the IETF document in December. She also said that she hoped to have the document approved in early January and noted that the document contained some specific duties for the ISOC and so would have to be formally accepted by the ISOC board before it would become official.

Leslie said that she and Harald had provided some very preliminary estimates of the IETF budget requirements but that the actual needs would evolve over time as the IETF Administrative Director explores the detailed operation of the IETF secretariat. Harald reported that the IETF seems to be orking better than it had been a few years ago -- the rate of approval of documents has increased regularly over the last few years and the number of complaints about the IETF working too slowly have gone down significantly. Lynn then provided an overview of a draft of the ISOC 2005-2008 budget projections.

V - Review of 2005 Strategic Plan and Budget Areas

A - Policy
Mike Nelson presented the policy pillar strategic plan for 2005. (slides)
Mike presented some direction questions for the board to consider:
1/ balance of advocacy vs. information
2/ balance of national vs. international
3/ targets: government, press, private sector?
4/ topics for "push" campaigns

Stephen asked if it would be reasonable to ask the chapters to be involved in this and have the ISOC provide IT and other support. Veni suggested that the ISOC could work through its chapters in countries where issues have come up. He also said that he strongly felt that the ISOC needed to work strongly in the WSIS process.

Patrick and Rosa both expressed the feeling that working through the chapters was important because doing so would be more effective.

Margaret said that she felt that the ISOC should focus on education rather than being proactive on particular issues.

Desiree said that she felt that there was a reasonable balance that could be reached between education and advocacy. She also said that she agreed that working through the chapters was important.

Rosa mentioned that particular topics were of more interest for developing countries and others are of more interest to developed countries. She suggested that we should have more than one set of priorities where the priorities matched the local needs.

Mike then asked some operational questions of the board. Including asking for volunteers for a policy committee, hiring a policy/communications staff person, establishing the correct priorities.

Stephen suggested sending a question to chapters asking what they were currently doing with their local governments. Erik said that a problem with chapters was that there was no consistent structure for chapters nor is it likely for one to be established due to different cultures. He suggested that the ISOC take the results of the Strategic Retreat boiled down to a clear and simple list, create a CFP framework including clear evaluation criteria and ask chapters to propose specific proposals for projects that fit ISOC strategy with the ISOC funding ten or so.

B- Chapter & Individual Memberships
David McAuley & Jim Galvin discussed plans for chapters and individual membership (slides) During the presentation Jim reported that there will not be enough paid members this year to meet the qualification to elect a board member but that he expected that the threshold will be passed next year. Jim reported that the ISOC has 82 chapters that have responded to an annual message relating to elections process. Rosa said that she worried that some of the chapters no longer actually met the requirements to be a chapter because the number of chapter members had dropped below the minimum requirement. Jim responded that all active chapters must re-verify their members, etc. each year and that he and Nelson Sanchez had completed a thorough review of all chapters - active and in-formation over the last year. Patrick said that the goal should not be to have more chapters instead the goal should be to have more active chapters. Steve asked if there was a specific reason to support the projected growth in chapters, individual and associate members that was included in the presentation. He suggested that a careful understanding of the underlying factors that could drive increased chapter and individual membership before deciding on a target growth.

The board meeting recessed for the evening at 6:03 pm.

The meeting resumed at 8:12am Saturday.

Veni reminded the board of a message that he and Patrick sent to the board on November 4th. In that message they suggested that the ISOC needed to create board committees, work actively with chapters (including create a board committee on chapter issues), that the board should ensure more timely publication of minutes and start working on George Sadowsky's proposal for allocating funds to cover countries and esp. governments with knowledge on Internet-related issues. He also said that more attention needed to be focused on determining if individual chapters are actually active -- he reported that only 18 or the 82 listed chapters responded during a discussion on the chapter list.

Rosa seconded Veni's concerns about determining the level of functionality of individual chapters.

Margaret said that she felt that we should not focus on kicking chapters out since we have not been communicating with them all that much.

Lynn reminded the board that 60% of the chapters had voted in the most recent board election. She agreed that it was important for the ISOC to define what constituted an active chapter. Veni said that his idea of an active chapter is one that does things within the country. George Sadowsky reminded the board that chapters needed a reason to exist and join with the ISOC. Rosa asked about the status of the Internet Fiesta. Lynn said that not much had happened with the Internet Fiesta recently. Veni said that he felt that that the need for the Internet Fiesta had passed for much of Europe since the Internet was now well established. Fred asked David what he felt his action items were coming out of the discussion. David responded that he needed to suggest a definition of an active chapter. Mike, Lyman and Lynn are going to meet with George Sadowsky later to see if they could work out the details of George's proposal.

David then turned to the issue of organizational and individual memberships. (see slides) He detailed his aggressive goals for increasing the revenue from organizational members. Patrick asked what the geographic distribution of organizational members was. David said that it was about the same as for chapters (more in the US) but that he did not have a specific list. Patrick asked what the reasons were that there were more US companies, for example were ISOC dues tax exempt? David said that they were in the US. Erik noted that they were not tax exempt in his country.

Desiree and Lynn agreed that it was important that the information about the distribution of organizational members (for example the number of non-profit members) be available on the ISOC web site. A number of board members felt that the growing relationship with the IETF will provide additional opportunities for attracting organizational members.

C - Education
Peter and Mirjam presented a review of the ISOC education efforts. (slides) Glenn asked why the policy curve on slide 6 did not come down. Peter said that policy seemed to be an ongoing issue.

Glenn thought that there might be other issues that come and go. Mike said that he felt that the policy curve on the slide understated the complexity of dealing with telcom policy and said that the policy effort changed over time from telcom policy to e-government policy but the policy-related efforts started high and stayed high.

Stephen asked how issues had changed over time as the Internet spread. Mirjam responded that the type of education and the level of local involvement changed. For example the education migrated from technology focused to policy focused. Glenn asked if the ISOC got proper credit for its participation in the small grants program listed on slide 21.

Peter and Lynn responded that the ISOC gets equal and wide billing with the other sponsors. Peter said that the 2003 ISOC Annual report is now available. He said that this was the first of an annual series. He said that his aim was to produce the 2004 report in early 2005. Patrick said that the report was quite good and was going to be useful for chapters.

Peter said that he was working with David to communicate with chapters to find out how many printed copies each one would like. Fred noted that the reports had been quite good and useful but had been mostly directional and lacked short-term milestones. He and Glenn felt that additional specific plans would be helpful. Lynn said that the reports did not have the short-term milestones because she felt that the board had to make decisions about the strategic objectives before it would be reasonable to make specific plans. This is the effort that Lyman Chapin is helping to support.

VI - Conferences

Lynn reported that Tarek Kamel has offered facilities before or after a UN Internet governance summit meeting 8-10 May 2005 meeting to hold an ISOC meeting focused on policy and WSIS related matters. The board discussed the possibility.

Concern was expressed over mounting a full INET meeting at this late date after the Barcelona experience. Mike suggested that holding an ISOC annual meeting might make sense to bring together chapter representatives. Veni noted that there would be a few hundred government representatives present at the UN meeting and it should be possible to develop a program that focused on the things that government representatives would find helpful.

Margaret asked what would make the outcome of this conference any different from the outcome of the last few INET meetings. Lynn said that we let the size of the program get away from us last time and if we stayed focused it was expected to be ok. Margaret said that it might be possible to further the ISOC's goals by holding a meeting before the UN meeting. Erik said that he felt that the board needed to work out its general conference direction before going too far on this particular effort. At the end of the discussion the consensus was that Lynn and the staff should proceed to consider holding a conference focused on educating the policy makers who will be attending the UN conference.

VII - 2005 Budget Review

Lynn reviewed the draft 2005 budget. (slides)

The board briefly discussed the small grant programs previously mentioned by Peter and Mirjam. Margaret noted that the fact that the ISOC was involved in these types of activities is not well known. Lynn agreed that the ISOC could better explain what activities it is supporting.

Glenn asked what expenditures listed in slide 57 had actually been committed and what where not. Lynn walked though the list noting the level of commitment for each project.

George introduces his proposal for allocating funds to cover countries and especially governments with knowledge on Internet-related issues. He reported on a discussion that he had with ISOC staff a few weeks ago. One of the results of that discussion was the idea of an Internet advocacy program in which the ISOC would help fund individuals in countries to help advise local policy makers. That individual (an "Internet Advocate") could do things like arrange for conference calls between technical experts and the local policy makers.

Glenn asked how the specific figures in the proposed projects were derived. Lynn responded that she had done a top down and bottom up process to balance out the priorities and develop the figures. Lynn asked the board if they felt that there where any activities that the ISOC should be engaged in that had not been listed.

Veni asked if there was a breakdown of how ISOC staff was spending its time. Lynn pointed to a detailed staff activity breakdown. Margaret asked what the goal of this discussion was. Lynn said that she was asking the board for a general feeling if the figures that she presented were reasonable.

Margaret asked where the figure of $200K came from for the Internet Assistance Corps.

George said that it was based on his estimate of about $20K per country and assuming 10 countries. He said that this covered a small salary for one or more local people and some other support. /p>

Mike said that his highest priority was to have an ISOC staff member focus on policy issues and update the ISOC web page to make policy related information more easily findable.

Veni suggested that the ISOC could apply for grants to assist in the policy efforts. He provided examples from the Bulgarian chapter. Erik brought up the Security Expert Initiative (SEINIT), which is an example of such a grant getting effort. He also suggested that some of the funding level for some of the projects could be adjusted if we wanted to spend more on the Internet Assistance Corps.

Rosa seconded Veni's suggestion of applying for grants in Europe. Veni suggested that the ISOC could develop a major project to create the Assistance Corps and approach companies like Microsoft to fund it. He pointed out that major grant applications of this type take a lot of work and would include significant effort from the ISOC staff. He also said that he felt that the ISOC public policy staff person had to be the project leader for any grant application efforts. Lynn's action item from this discussion was to review the discussion and provide the board with an updated budget proposal.

VIII - Election committee

Steve moved that the board create an Elections Committee consisting of George Sadowsky (chair) and Nick Trio, Rosa Delgado and Ole Jacobsen. Glenn seconded the motion. The motion passed unanimously.

Resolution 04-06: Election Committee
RESOLVED that the ISOC establish an Elections Committee consisting of George Sadowsky (chair) and Nick Trio, Rosa Delgado and Ole Jacobsen.

Steve moved to thank George for talking on the effort of Chair of the Election Committee - Glenn seconded the motion. The motion passed unanimously.

Resolution 04-07: Thanking George Sadowsky
RESOLVED that the ISOC board thank George Sadowsky for talking on the effort of Chair of the Election Committee.

IX - Nominations Committee

After a break for Lunch Margaret presented the Nominations Committee report. (slides) Glenn moved that the date for determining if enough individual paying members have joined the ISOC to meet the qualifying threshold for electing a board member be November 14th. Steve seconded the motion. The motion passed unanimously.

Resolution 04-08: Setting the qualifying date for the paid member board position.
RESOLVED that the date for determining if enough individual paying members have joined the ISOC to meet the qualifying threshold for electing a board member be November 14th.

X - Conferences

The board discussed if the ISOC should hold future global INET conferences. Mike said that he thought that a "gathering of the ISOC clan" could be useful but that large conferences that are predicated on the premise that a large number of people flying in from out of the country are not likely to be all that successful. The board consensus was that the ISOC not attempt future global conferences but instead focus on regional conferences. Erik said that he had some outstanding requests for conferences. Based on the board consensus he will respond to the requests with an offer for ISOC help on regional conferences.

XI - Board Governance

The board then turned to a discussion of the board committees. The following standing or annual committees currently exist or have been agreed to: the Audit Committee, the Executive Committee, the Nominations Committee, the Elections Committee, the CEO Evaluation Committee, the Compensation Committee, the Internet Collaboration Committee and the Public Policy Committee. The board agreed to consider the following new committees: a Proposal Evaluation Committee, an IETF/IASA Committee, a PIR Committee, and a Chapters Committee.

XII - IETF IASA Transition Team

The board considered the ISOC selection for the IETF IASA Transition Team.

Glenn moved that Steve Crocker be selected as the ISOC's selection for the IETF IASA Transition Team. Erik seconded the motion. The motion passed unanimously except for Steve Crocker who abstained.

Resolution 04-09: ISOC representative to the IETF IASA Transition Team
RESOLVED that Steve Crocker be selected as the ISOC's selection for the IETF IASA Transition Team.

VIII - Meetings of the ISOC Board

The board discussed the possibility of additional meetings of the ISOC Board. Steve move that there be six ISOC board meetings per year, about half of them be face-to-face and the rest be telephonic. Rosa seconded the motion. The motion passed unanimously except for Stephen Squires who was temporarily absent.

Resolution 04-10: Number of Board Meetings.
RESOLVED that there shall be six ISOC board meetings per year, about half of them be face-to-face and the rest be telephonic.

IX - Reimbursement of Board Travel Expenses

The board discussed the ISOC policy for the reimbursement of board member travel expenses. No consensus was reached to change the current policy.

X - PIR

Glenn reviewed the history and status of the ISOC/PIR relationship. (slides) The board discussed Glenn's slides.

The board meeting was adjourned at 6:10 pm.

Summary of resolutions:

Resolution 04-04: Recognition of revenue from individual members.
RESOLVED that the ISOC recognize revenue from individual members when received until the amount becomes material.

Resolution 04-05: Establishing a board committee to finalize the budget
RESOLVED that a board committee consisting of Glenn (chair of committee), Margaret, Fred, Lynn and Veni be established to finalize the budget and report back to the board.