ISOC Document
 
Title:      Minutes of June 2001 Annual General Meeting 
of ISOC Board of Trustees
Author(s):  G. Huston (Secretary)
Date:       2001-06-05
Committee:  BOT
Document:   00-23
Revision:   0
Supersedes:
Status:     Unconfirmed
Maintainer: C. Huitema
Access:     Unrestricted

INTERNET SOCIETY

MINUTES OF THE ANNUAL GENERAL MEETING OF THE BOARD OF TRUSTEES

4 - 5 June 2001
Stockholm, Sweden

The Annual General Meeting of the Board of Trustees of Internet Society, a non profit corporation organized under the laws of the District of Columbia, U.S.A. ("ISOC"), was held pursuant to notice at the Sheraton Stockholm Hotel in Stockholm, Sweden, on Monday, 4 June 2001, and Tuesday, 5 June 2001.

Brian Carpenter, Chairman of the ISOC Board of Trustees, called the Meeting to order at 9:00am on 4 June 2001. Geoff Huston, Secretary of the ISOC Board of Trustees, recorded the minutes.

1. Attendance

The following members of the Board of Trustees were present at the Meeting:

Trustees: Martin Burack , Brian Carpenter, Srisakdi Charmonman, Rosa Delgado, Christian Huitema, Geoff Huston, Tarek Kamel, Christine Maxwell, Wawa Ngenge, Kees Neggers, George Sadowsky, Manuel Sanroma, Lynn St Amour. Vint Cerf joined the meeting on June 5.

Apologies: Barbara Fraser, John Gage.

A quorum was present on both days.

Also attending the meeting were:

Officers: Michael Conn (Treasurer)
Vice Presidents: Nick Trio (Publications), Tony Yustein (Organizational Membership), Richard Perlman (Conferences), David Maher (Public Policy), Tomaz Kalin (Chapters), Mike Todd (Individual Membership)
ISOC Advisory Council Officers: Ole Jacobsen, Lajos Balint, Osten Franberg, Stefano Trumpy
Trustees-Elect Latif Ladid, Alan Greenberg Don Heath.

The meeting was open to observers.

2. Agenda

The agenda was circulated prior to the Meeting.

3. Approval of Minutes

The minutes of the December 2000 Regular Meeting of the Board of Trustees held on December 9-10 2000 in San Diego, U.S.A. (Meeting 22) were distributed for review prior to this meeting.

The minutes of Meeting 22 were unanimously approved.

4. Ratification of Electronic Votes

The following resolutions were confirmed by the Board.

Resolution 01-01 Confirmation of IAB Candidates

RESOLVED, that the Board of Trustees confirms the appointment of the following individuals to serve on the IAB, as advised by the IETF Nominations Committee:

Ran Atkinson
Rob Austein
Fred Baker
Steve Deering
Sally Floyd
Geoff Huston

Resolution 01-02 Amendment to 2001 Trustees Election Timetable

RESOLVED, that the Board of Trustees amends the election schedule for the 2001 Trustees Elections, defined in Resolution 00-18, as follows:

20 February, 2001 Ballots posted to members, 2001 Election Period Commences.

Resolution 01-03 Appointment of Latif Ladid to the Board of Trustees

RESOLVED, that the Board of Trustees notes the resignation of Trustee-elect O.O. Oruye, and the election of Kees Neggers, George Sadowsky, Don Heath and Alan Greenberg. To fill the casual vacancy created by the resignation of Mr Oruye, the Board appoints Latif Ladid as a Trustee for one year from June 2001.

5. President's Report

The President spoke to a report, highlighting recent activities and strategic issues facing ISOC. It was noted that ISOC continues to face difficult circumstances and the current priority is one of financial improvement. The Society has fully implemented the structural changes encompassed in the 'pillar' model of operation. The essential character of these changes is to highlight accountability and performance of each of ISOC's activity sectors. The cost reduction program has been implemented, with a reduction of 6 staff members and non-essential expenditures. I t was reported that there is no capability in the present financial situation to add more resources to the Society.

The current financial picture shows a reasonable improvement in the Society's Balance Sheet. The projected operating surplus for the year is still achievable, but with some increased levels of risk. Accounts payable are current, and the cash position spans some 2 weeks of operating expenses. Restricted funds will be exhausted by the end of June and renewal of funds in this particular program is not anticipated before October 2001. While the 'pillar model' has allowed increased focus, it was noted by the President there are still some weakness in the organizational funding model that require the Board's attention.

The reported areas of concern include the position of individual membership and chapters, where it was reported that there is a net loss of 15% of membership numbers over the past 12 months, and the retention rate is slightly lower than 40%. The role for individual members in ISOC, and the associated value propositions are evidently unclear. Societal activities have so far failed to achieve clear agreements on priorities and activities. The governance model of the Society and the purpose of the organization was reported as being not fully aligned, and there was the position of a large number of interests voicing an extensive breadth of potential roles for the Society. The current challenges facing the Society are of both a financial and architectural nature, and the currently visible opportunities are small scale incremental areas of potential activity.

6. Financial Report

The Treasurer, Mike Conn, reported on the 2000 Financial Report. The audit of the financial statements has not been completed at this date, as the accounting changes associated with the pillar mode of operation have caused a delay in auditing. The report by auditors Gelman, Rosenberg and Freeman will be de lived to ISOC by the end of June 2001 for the Board's consideration.

The Treasurer reported that ISOC's 2001 revenue plan has a total revenue of USD 2.880M and USD 2.552M in expenses. It was noted that this outcome is potentially achievable, but it does present a challenge, particularly relating to organizational revenues. Accounts payable have been trimmed back to zero. The overall position is one of gradual improvement with a net deferred revenue position and a low cash level. It was noted that it may take a further 2 - 3 years to restore the Society to a position of financial stability and the platinum and organisational members are considered to be the major key to achieve this outcome.

A report on financial performance for the year to date was presented to the Board. It was noted that the accounts payable are current and the cash position as of the end of April 2001 was at USD 160,000. The unrestricted fund balance was USD -819,000, with a year end projection of USD -500,000. The revenue levels for the year to date are USD 1.146M, some USD 26,000 below the budget projections for this time of the year. The overall picture was that of revenues following the budget projections, but with some uncertainty as to whether this can be sustained for the remainder of the year.

7. Conference Report

The Vice-President for Conferences, Richard Perlman, reported on the status of conference activity. Thanks were extended to the INET 2001 Program Committee Co-Chairs, Francois Fluckinger and Steve Cisler. The anticipated registration level was reported to be 1,000 attendees. It was noted that there has been a 75% reduction in per attendee cost, to under USD 500 per attendee. The continuing objective would be to reduce per attendee costs in any future INEDT conference.

The Board unanimously adopted Resolution 01-04.

Resolution 01-04 INET'2001 Appreciation

RESOLVED, that the Board of Trustees extends a special vote of thanks to Lance Laack and Marty Schulmann for their efforts in constructing the INET'2001 registration system. The Board also thanks Patrik Faltstrom and the network crew for their efforts in reducing network costs, Tony Yustein, Riina Reinumaagi for managing proposals and speakers, and the ISOC Polish Chapter for volunteer staff. The Board also thanked Conference Committee Co-Chairs Osten Franberg and Barbara Fraser, and the Swedish Chapter and local organizers for their efforts.

Options for INET'2002 were outlined to the Board, noting that a net revenue from such a conference was unlikely. A detailed proposal will be passed to the Board for consideration in mid-June 2001.

It was reported that the NDSS Conference was held at the Catamarine Resort in San Diego in January 2001. Attendance levels were slightly lower, with 150 attendees. The NDSS Program Committee is working with ISOC regarding NDSS 2002.

8. Advanced Networking Workshop Report

The Vice-President for Education, George Sadowsky, reported on workshop activities. The July 2000 Yokohama workshop was the last of the multi-track comprehensive workshops. The workshop was oriented towards a higher level of "total immersion" of advanced technology and policy, and guiding technology and policy developments. The workshop trained 34 individuals, drawn from 28 different countries. The Latin American workshop was also held, with 280 students and 7 tracks on topics of technology and public policy.

The Board expressed its gratitude for SIDA for its funding and support of this workshop.

The Board unanimously adopted a resolution thanking the organisers and instructors of the 2001 workshops. George Sadowsky to supply the wording of the resolution including the names of the workshop organizers

9. Elections Report

Christian Huitema, the Chair of the Elections Committee reported on the 2001 Trustee elections. It was noted that a challenge had been lodged to the election outcome, based on some observed anomalies in the election procedure. One of the Trustees-elect has resigned, and the Board has appointed a Trustee for a one year term to fill the casual vacancy.

The Board reviewed the voting process, and noted that the option of voting by fax posed some issues with respect to readability and the ability to ensure that a legible ballot was successfully received. It was proposed that a review of the election procedure include consideration of dropping the option to return the ballot via fax. It was also proposed that the cross-checking of ballot identifiers between mailed ballots and electronically lodged ballots be reviewed to ensure that duplicate ballots were reliably identified. A number of returned ballots were mailed in a single returned envelope, and it was proposed that this practice be no longer allowed.

The Board chartered a sub-committee to review these proposals in the form of proposed amendments to the election procedure. The Board named Trustee Burack to chair the Election Review sub-committee, with Rosa Delgado, Wawa Ngenge, Christian Huitema and Stuart Levi as committee members. The Sub-Committee was requested to submit their report to the Board by the end of July.

The Board passed Resolution 01-04, with Trustee Huitema abstaining.

Resolution 01-05 Thanks to Nomination and Election Committee Chairs

RESOLVED, that the Board of Trustees extends it thanks to Trustee Marty Burack for chairing the Nominations Committee and Trustee Christian Huitema for chairing the Elections Committee for their efforts in the 2001 Trustee elections.

10. Executive Session

The Board met in an executive session to discuss staffing matters.

11. Discussion Topics and Proposals

11.A Review of International Relationships
Trustee Christine Maxwell spoke to a status report regarding relationships with other international bodies. The Vice-President of Public Policy, David Maher, noted that the strength of ISOC's public comments was when it was supported by the technology considerations that have the authority of the IETF and IAB. It was considered an open question as to whether this was an area to take up more actively.

11.B .org proposal
Trustee-elect Don Heath presented a proposal relating to the operation of the .org domain following the expiration of the current operational arrangements undertaken by Verisign. The Board discussed this proposal in general terms, and concluded that this should be entered into a list of items for further consideration.

11.C IPv6 Education Proposal
Trustee-elect Latif Ladid spoke to an IPv6 education proposal. It was noted that one of the preconditions of V6 deployment is a broad-based education program. The chosen vehicle is a consortium approach with consultants and industry. A role for ISOC in terms of its chapters and members in such a consortium was advocated in the proposal. The Board discussed the general terms of the proposal. It was recorded as a sense of the Board to develop the proposal with the V-P Education for further refinement, for subsequent potential Board consideration.

11.D - Professional Curriculum Proposal
Trustee Srisakdi Charmonman proposed that ISOC endorse an approach to development of a curriculum relating to a professional education in Internet-related IT subjects. It was recorded as the sense of the Board to endorse the process of curriculum development, and be actively engaged in this activity.

11.E Review of Resolution 99-07
The President spoke to the topic of the implementation of Resolution 99-07, relating to individual membership fees. The matter has been investigated and a number of chapters were consulted. It was noted that the implementation of this resolution would no be a significant revenue generator for ISOC and was not favoured by the Chapters.

The Board unanimously adopted Resolution 01-05

Resolution 01-06 Rescinding of Resolution 99-07

RESOLVED, that the Board of Trustees rescinds Resolution 99-07.

11.F 10th Anniversary Celebration
The Board deferred consideration of this item

12. Committee and Action Reports

12.A Public Policy
The Vice-President for Public Policy, David Maher, spoke to his report. The objective of this ISOC Public Policy activity is to guide the users of the Internet to an understanding that ISOC has positions and that they are important. The agenda of the Public Policy activity pillar is to develop positions and statements of issues and matters of particular concern to the membership and the broader public on a wide range of activities where there is a common element of technology and policy implication. The Board thanked David Maher for his contributions as Vice President and commented that ISOC should endeavour to be more rather than less active in this area.

12.B ISTF Report
The Chair of the ISTF, Christine Maxwell, reported that the ISTF has failed to go beyond the discussion stage, and that the procedures for outcomes to occur have not been adopted. It was advocated that the ISTF be reconstituted with a different framework and associated procedures for operation. Christine Maxwell indicated that a report would be submitted to the Board by mid June 2001 addressing this matter. The Chair of the Board thanked Vint Cerf and Christine Maxwell for their efforts in leading the ISTF.

12.C IAB Report
The chair of the IAB, John Klensin, reported that the significant issues of the IAB at present were concerned with inter-domain routing technology, internationalized domain names and the enum work in mapping E.164 addresses into various forms of internet-addressable service elements. It was noted that there are no IETF appeals in progress at present.

12.D IESG Report
The Executive Director of the IETF Secretariat, Steve Coya, reported on the activities of the IESG. It was noted that there are a significant number of IETF working group charters are re-chartered efforts of existing working groups. The IESG has implemented measures in order to manage outcomes more effectively.

12.E Individual Membership Report
Mike Todd spoke to his report. It was reported that the Society has a committed core membership level of some 1,500 members with a relatively high churn rate for the balance. A number of policy-related questions concerning individual membership will be forwarded to the Board for further consideration.

12.F Chapter Report
Tomaz Kalin, the Vice-President for Chapters spoke to his report. The concept of Chapter 'twining' was outlined, allowing a chapter to request assistance from other chapters. The individual membership threshold of 25 members as the minimum level required for chartering as a chapter of ISOC was reviewed in the light of declining membership levels in some chapters. Some discretion in the application of this threshold was considered, with no conclusion reached by the Board.

12.G Organizational Membership Report
Tony Yustein, the Vice-President for Organizational members spoke to his report. Tony expressed his thanks to Michelle Estadt for her assistance in this area. To date the net loss on organizational membership revenue is USD 27,000. The importance of the Platinum program was highlighted in the report.

12.H Publications Report
The Vice-President for Publications, Nick Trio, reported to the Board on the status of ISOC publications. On The Internet is scheduled for 3 print issues, with themes of Standards, Public Policy and Education and Training. The outlook for 2002 is a continuation of 3 print issues for this publication. eOTI is being refreshed with periodic material updates. ISOC Forum is published on the first week of every month with a news service plus an ISOC event promotion. Inside ISOC is published on the 15th of each month with a focus on ISOC activities.

13. Strategic Directions

The Board had a wide-ranging discussion of its current activities and potential strategic direction. This was prompted by the concerns expressed in the President's Report.

The discussion considered the issues raised by the President and by each Trustee present, as well as by some of the Officers, Advisory Council members, and individual members present. A recurring theme was that without denying the importance of societal issues, or the part played by ISOC's worldwide individual membership, the Society's financial support comes mainly from organizations primarily interested in ISOC's role in support of IETF standards activity. It was also felt that ISOC's unique asset was its access to the IETF's expertise, and that ISOC must build on this strength in its wider role. As noted by the VP for Public Policy, many other organizations are active in Internet policy and societal matters, and ISOC must find a niche based on its unique asset and its worldwide membership. It was also noted that in the last decade, much progress has been made in implementing "Internet is for Everyone", so it is timely to review ISOC's educational and training role. Several Trustees felt it was time to make changes, drop activities that others can do better, identify new goals, and market the new ISOC value proposition more effectively.

The Board discussed a number of current activities that might be dropped, and a number of new activities that might be adopted, given a fully worked out and financially sound plan. The Board also discussed the possibility of adapting the Society's form of governance, given the dichotomy between the organizational members who fund the Society, and the individual members who elect the Trustees. However, it was felt strongly that the Society should continue as a single entity sharing these two constituencies.

It was recorded as the sense of the Board that, in support of the principle that "the Internet is for Everyone", ISOC's strategic priorities are now

1. To support and strengthen the open development of worldwide technical standards, especially in the IETF, as a high priority call on ISOC's budget.

2. Building on ISOC's history and its structural link to the IETF, to create and disseminate worldwide information and education focused on technical developments that will facilitate the responsible deployment and growth of the Internet.

3. Building on the same base of technical expertise, to promote worldwide development of practicable regulations, policies and activities working towards open, widely available, and affordable access to the Internet.

The Executive Committee was tasked to continue the consideration of the matters raised in the Board discussion and further develop these into specific proposals for adoption as soon as possible.

The Board adopted Resolution 01-06, with one abstention.

Resolution 01-07 Individual Membership Fee Level

RESOLVED, that ISOC is to organize the individual membership fee that the fees collected cover the entire cost of support of individual members and chapters."

14. Move to Adjourn

The Board adopted a motion to adjourn the meeting at 12:40 pm on Tuesday, June 5, 2001.

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Summary of Resolutions
Resolution 01-01 Confirmation of IAB Candidates

RESOLVED, that the Board of Trustees confirms the appointment of the following individuals to serve on the IAB, as advised by the IETF Nominations Committee:

Ran Atkinson
Rob Austein
Fred Baker
Steve Deering
Sally Floyd
Geoff Huston

Resolution 01-02 Amendment to 2001 Trustees Election Timetable

RESOLVED, that the Board of Trustees amends the election schedule for the 2001 Trustees Elections, defined in Resolution 00-18, as follows:

20 February, 2001 Ballots posted to members, 2001 Election Period Commences.

Resolution 01-03 Appointment of Latif Ladid to the Board of Trustees

RESOLVED, that the Board of Trustees notes the resignation of Trustee-elect O.O. Oruye, and the election of Kees Neggers, George Sadowsky, Don Heath and Alan Greenberg. To fill the casual vacancy created by the resignation of Mr Oruye, the Board appoints Latif Ladid as a Trustee for one year from June 2001.

Resolution 01-04 INET'2001 Appreciation

RESOLVED, that the Board of Trustees extends a special vote of thanks to Lance Laack and Marty Schulmann for their efforts in constructing the INET'2001 registration system. The Board also thanks Patrik Faltstrom and the network crew for their efforts in reducing network costs, Tony Yustein, Riina Reinumaagi for managing proposals and speakers, and the ISOC Polish Chapter for volunteer staff. The Board also thanked Conference Committee Co-Chairs Osten Franberg and Barbara Fraser, and the Swedish Chapter and local organizers for their efforts.

Resolution 01-05 Thanks to Nomination and Election Committee Chairs

RESOLVED, that the Board of Trustees extends it thanks to Trustee Marty Burack for chairing the Nominations Committee and Trustee Christian Huitema for chairing the Elections Committee for their efforts in the 2001 Trustee elections.

Resolution 01-06 Rescinding of Resolution 99-07

RESOLVED, that the Board of Trustees rescinds Resolution 99-07.

Resolution 01-07 Individual Membership Fee Level

RESOLVED, that ISOC is to organize the individual membership fee that the fees collected cover the entire cost of support of individual members and chapters."