Board of Trustees
Minutes of Meeting 7
26 - 27 June 1995, Honolulu, Hawaii, USA
Author(s): G. Huston (Secretary)
Date: 1995.05.28
Committee: BoT
Document: 95-xxx
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:
- Delete Article
II, pertaining to the Initial Period of Operations, in its entirety
and redesignate succeeding Articles accordingly.
- In Article
III, Section 1, second sentence, delete the phrase "... for a portion
of, or all of, the Society's Initial Period of Operations..."
- 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."
- 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."
- In Article
V, Section 2, delete the following phrase in the second sentence:
"Except as specified in Section 1 of this Article,..."
- In Article
V, Section 2, delete the following phrase in the third sentence:
"After the Society's Initial Period of Operations,..."
- In Article V redesignate Section 2 to Section 1, and Section 1 to Section 2.
- 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."
- In Article
VI, sub-Section 4(1)(a), change the word "contributes" to "contributed".
- In Article
VI, sub-Section 4(1)(b), change the phrase "is organised" to "was
organised."
- 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.
Summary of Resolutions
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.
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 |
Resolution 95-04
Amendments to ISOC ByLaws
RESOLVED, that
the following amendments are to be applied to the ISOC ByLaws:
- Delete Article
II, pertaining to the Initial Period of Operations, in its entirety
and redesignate succeeding Articles accordingly.
- In Article III,
Section 1, second sentence, delete the phrase "... for a portion of,
or all of, the Society's Initial Period of Operations..."
- 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."
- 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."
- In Article V,
Section 2, delete the following phrase in the second sentence: "Except
as specified in Section 1 of this Article,..."
- In Article V,
Section 2, delete the following phrase in the third sentence: "After
the Society's Initial Period of Operations,..."
- In Article V
redesignate Section 2 to Section 1, and Section 1 to Section 2.
- 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."
- In Article VI,
sub-Section 4(1)(a), change the word "contributes" to "contributed".
- In Article VI,
sub-Section 4(1)(b), change the phrase "is organised" to "was organised."
- In Article VII,
delete Sections 1 and 2 and renumber the other sections accordingly.
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.
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.
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.
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.
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.
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.
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.
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