About the Internet Society 

Board of Trustees

Minutes of Meeting 28

17 - 18 June 2002, Arlington, VA USA

Author(s):  C. Huitema
Date:       2002-06-17/18
Committee:  BOT
Document:   00-28
Revision:   0
Supersedes:
Status:     Unconfirmed
Maintainer:
Access:     Unrestricted

Minutes taken by Christian Huitema.

The following members of the board of trustees attended the meeting in person:

Philippe Courtot
Fred Baker
Erik Huizer
Veni Markovski
Glenn Ricart
Toshio Miki
Latif Ladid
Östen Frånberg
Christine Maxwell
Barbara Fraser
Rosa Delgado
Brian Carpenter
Lynn St-Amour
Kees Neggers
Don Heath
Alan Greenberg
George Sadowsky
Wawa Ngenge attended part of the meeting by telephone.

I. Fiduciary obligations of trustees

Brian had one question on this: what is the personal responsibility of trustees? Answer: to the extent that we comply with our duties, we are covered by the “business judgment rules”. Trustees would not be liable for a decision that turned out to be a mistake, if the trustees acted in a reasoned and fully informed manner. However, if the trustees had an interest not disclosed to ISOC, the decision could be attacked. ISOC has a D&O insurance that protects its directors and the officers of board; its precise terms need to be conveyed to the trustees before the next meeting.

II. Election of officers

• Chair: There were two declared candidates, Christine Maxwell and Fred Baker were nominated as candidates. Both candidates made statements to the Board. Fred Baker was elected. Vote: 13 in favour of Fred, 3 in favour of Christine. Wawa Ngenge was not participating in the meeting at the time of the vote.
• Secretary: Christian Huitema was nominated and declared elected.
• Treasurer: Glenn Ricart was nominated and declared elected
• Executive Committee: The Board elected an Executive Committee of Fred Baker, Kees Neggers, Latif Ladid, Rosa Delgado, and Toshio Miki, with ex-officio members Lynn St Amour, Christian Huitema and Glenn Ricart. The vote was unanimous.

Before proceeding with the election of secretary and treasurer, Fred Baker presented a statement of direction. For him, ISOC should be the “keeper of the commons”, to ensure that the “Internet commons” are not victim of the “tragedy of the commons.” We have assets: chapters, technical expertise, and goodwill. But we have areas to improve: finances indeed, but also professionalism instead of acrimony, and a need to execute on education and policy. His multiyear goals are to improve our finances, and provide real value to our membership. In the standard areas, we should support the IETF and the RFC editor. For the policy sector, we should prepare at least one white paper per quarter. For education and training, we need to continue the NDSS, and we also need to investigate the future of INET, workshops and conferences. The immediate task is to adjust the governance rules as a function of lessons learned. We must set benchmarks, to track our progress in each of the pillars, and we need to improve our communications to answer the question, “what has ISOC done for me lately.” In short, we must make the Internet a better place, and avoid the tragedy of the commons.

Brian proposes a motion to congratulate Mike Conn for his services as treasurer; George seconds the motion, which is approved unanimously:

Resolution 02-14 Congratulating Mike Conn:

RESOLVED that the Board expresses its appreciation to Mike Conn for his services as Treasurer.

III. Appointments

The nomination of Barbara Fraser as chair of the nominating committee is approved by 15 trustees; Latif and Erik abstain; Christine votes against. This nomination will be short-lived, as Barbara decided that she could not in fact serve.

IV.2002 Business review
Lynn presents the society’s business prospects, and the challenges posed by the seasonal nature of revenues. She perceives a squeeze between increasing demand for funding of standard organizations and stable to diminishing revenues coming from organizational members. She has been able to compensate so far by a more efficient organization, changes in handling of organization members, and the publishing of OTI in an electronic only version.

The 2002 budget had just three pillars: standards, education and public policy. It forecasts $1.9M revenue from org members. There is indeed a risk, exemplified by the loss of one platinum member. On the expense side, G&A amounts to $442K. This does not include the full costs of salaries and overhead, which are in part attributed to each pillar.

The budget is being executed, the key data being a sizable decrease in forecasted revenue which is only partially compensated by a decrease in cost, which means the net surplus will probably shrink from $149k to $59k – assuming no big revenue surprise. Lynn proposes to organize a fund raising task force, for which she hopes to enlist Philippe; this will be debated later.

Lynn’s assessment is that the mission, goals and purpose are “right enough”, that the pillar model is “roughly right”, just not able to “do enough”, and that the financial principles of self funding activities is sound and right.

There is a problem in our value proposal to organization members, which oscillates between an “altruistic” value proposition and a specific proposition to fund the IETF, neither of which is sustainable. Mike Conn suggests, in the short term, that we could get help from the people we give money to, i.e. by staging the RFC editors payments. Latif mentions that the amount of bickering that went on over e-mail lists certainly did not help ISOC build a positive image.

We still have an issue regarding the handling of individual members. There is a difference in perceptions of IM importance: ISOC wants very much to strengthen role of IM, for which we believe the only feasible & meaningful way is thru local communities, e.g. chapters - and we’re working it; but at the same time some people see recent actions as disenfranchising IM’s, which is clearly not our intent. However, we need time to implement a satisfactory model.

The 2002 priorities are to make progress on ‘Strategic Priorities’; to increase overall financial stability to finance future initiatives in Public Policy, Education and Standards and increase confidence within IETF; to implement a Membership and Chapter model that increases ISOC’s value to them as well as our collective contributions to the ‘Internet’ community globally; to implement a Governance model which will better support ISOC and better represent the interests of member groups. The publications strategy is a critical underpinning element.

V. Individual Membership / Chapter update

The membership has grown from 5272 to 10,844 between December 2001 and now. 6166 members in chapters, 1217 in formation, 3461 not affiliated with any chapter; we would like all members to belong to at least one chapter. The top three regions are Western Europe, Africa and then North America and Asia and South America.

Jim presents the talk that he gives to chapter members: that chapter and members are important, that it is impractical to support individual members from a central organization, and how to organize a successful chapter. Jim wants a target to “define what is a successful chapter”, a target to reach; the current answer defines a successful chapter as influential in its community, enjoying active participation of a majority of members, managing regular programs and activities, having a web site, financially stable, and with an established outreach strategy.

There are known areas of improvement for the management of chapters. We need to improve the election process, to recognize our most successful Chapters and learn from them, to assist new Chapters in getting started after they are Chartered, and to improve communication between Chapters, and between Chapters and ISOC. We also need a global program or activity in which Chapters can participate together improving the election process, assisting new chapters being recognized, etc.

We also need to investigate the purpose of the global membership. Jim believes that we should adopt a “code of ethic” for global members, which would provide a basis for individuals to join ISOC. Today, all individuals with a valid email and postal address are eligible to become Global Members by completing a web-based application. The benefits that they receive are E-OnTheInternet, public policy papers, topic issues, access to member briefings and other publications, discounts to ISOC sponsored events, subscription to monthly chapter newsletter, announcements of programs and activities, participation in multiple chapters, vote in chapters and, in the future, access to member only site; others future benefits are to be determined.

Christine observes that many chapters are using their own trade-mark and logos in their web site, which is problematic.

According to Brian, it has been alleged that at least two dogs have joined the Internet society. Jim replies that it is not clear that just forcing a monetary payment would solve the problem.

Rosa asks whether we recognized the ECC, i.e. a regional coordination of chapters? This will be discussed later.

Jim continue by stating the mission of chapters: a chapter serves the needs of a community of interest in a manner consistent with the mission of ISOC; a chapter is the means through which Global Members participate in ISOC activities and programs and are represented in ISOC elections; chapters operate as virtual extensions of ISOC empowered to serve the needs of their community, independently under ISOC license. A Chapter serves the needs of a specific, cohesive community of interest; a community of interest is not required to be geographically based. Chapters are chartered at the sole discretion of ISOC, but multiple chapters serving similar communities of interest are discouraged.

Alan questions statement on representation of IM through chapters in Jim’s presentation.

Jim observes that we have been negligent in enforcing some issue, such as the enforcing that chapters are aligned with the general principles of ISOC, must link back to the ISOC web site, must promote ISOC events. There is clearly an issue of control of chapters by the central organization, but Fred note that there is a converse obligation by ISOC to avoid pronouncements that are at odds with the obligations of diverse countries. Jim asks that we set some principles, and then that the principles be implemented over time. For Brian, we should encourage communication between chapters and ISOC. Erik observes the Netherlands chapter managed to create this coordination internally, but placing Reston in the loop is not practical. According to Östen, chapters normally understand what to do and when. Rosa observes that it will be very hard to review the chapters’ statement of positions, since they will be published in many languages; it would be better to have a code of ethics that defines a chapter’s behavior. Fred asks Jim to provide a specific policy proposal, so that the board can comment on it.

Jim would really want to get monthly reports from the chapters; today, we are getting nothing! Christine suggests using a web form; Jim will consider this, in addition to e-mail.

Jim would also like to get a better process to define who is a chapter and who is not, e.g. having a yearly renewal, checking that there is some activity, such as elections of officers, monthly reports, etc. George points out that if we require communications from chapters, we need to have a support for multiple languages. Jim acknowledges that; it was one of the point of feedback he got during the meeting of francophone chapters. Alan suggests to maybe not get hung up on “re-chartering”, but rather to insist mostly on an annual report…

There is an issue of having organizational members in chapters, and it will have to be resolved.

There is also an issue of regional councils. There is a role for grouping of chapters such as francophonie, ECC, etc. The status is unclear, and has to be defined.

Philippe asks what the business model of chapters is? This is tabled until tomorrow.

Jim would like the board to pass a resolution authorizing non geographic chapters, and also coordinations. The board discusses this proposal. The passing of a resolution appears premature. Kees questions the requirement that all members be chapter members. Erik says that we need to have better communication tools, specially as we are changing the society. Alan suggests that communication to chapters should be in the mode of proposing changes, not presenting changes as if it was a cooked deal. Philippe observes that Jim’s communication is very top down, while a more progressive approach, with more consultation, would work better. Fred notes that there is a clear sense of the board that the communication between chapters and the society has to be revised, but that we need a progressive approach. We need to approve the new status at the next board meeting.

VI.Election procedures

• If multiple ballots received, use the last one received.

• Adjust and clarify ballot preparation time and voting period.

• Add Start-up members to Organization Member weight table.

• Use transparent, random selection to resolve ties.

• Document Standards Trustees announcement date as the same as Elected Trustees.

• Clearly distinguish and separate Nominations process from Petition Process. Clarify whether non-voting Chapters and Organization Members can Challenge.

• Allow Candidates to Challenge.

• Separate Discussion Period from Voting Period.

• Separate (and prolong) voting qualification cutoff date from petition qualification cutoff date.

• Make public information on which chapters voted and which did not.

• Provision for disclosing more detailed voting information to a Chapter representative regarding that Chapter’s vote.

• Change the Voting cutoff date/time to the last “guaranteed” date/time for having vote count. In practice, process any vote received up until the point when it is not practical to count it (details will vary based on voting path). In short, do not exclude a vote that is “late” but known in time to process it along with the others.

• Preclude Trustees and Officers from participating in election activities except: as part of formal Nominations Committee or Elections Committee activities; as input into nomination/petition process; as a candidate; or on the explicit request/approval of the Nominations or Elections Committee Chair with respect to their respective responsibilities.

• In Chapters Election, allow more than one authorized voter (by explicit request of Chapter) [similar to an Organization Member having two official representatives but only one vote]

During the discussion of these proposed changes. Barbara and Christian object to the multiple ballots, as any possibility to change votes over time can open the voters to external pressures. There is a consensus to also investigate the voting process, for which Alan has separate recommendations:

• Consider reversion to “Ask the Candidate” with or without free-form discussions.

• If free-form, consider moderation or other mechanisms.

• Consider posting all election discussions/posts on the web.

• Consider how to involve Chapter members in election discussion process.

• Eliminate paper ballots for Chapter election, and perhaps for Organization Member election as well. [GS dissents]

• Require positive ballot receipt acknowledgement with follow-up telephone call(s) if needed

• Investigate web voting.

• E-mail receipt for any sort of electronic voting ballot submission (even if manual).

• Make electronic ballot really eye-catching (but not so that it looks like spam!).

• Automate capturing of various e-mails for audit purposes

For the chapters election, Alan suggests the following:

• Ensure that all chapters understand new governance and voting issues and deadlines

• Clarify process of identifying appropriately authorized voters

• More positive verification of paper/e-mail addresses

• Document process for enfranchising chapter members.

Alan also points out the need to clarify the voting rights of Individual Members.

It appears that a decision on most of the procedure and process points can be delayed until the November 2003 meeting of the board. There is a need to create a committee to study the proposed improvements. The decision on individual member voting for 2003 will be discussed later.

VII. VP Reports

Brian comments that he followed the efforts made by Mike Nelson to organize this conference, which was organized very late, “in panic mode”. It would make sense to skip next year, in order to have proper organization; not having a site selected yet is a bad sign, since most conferences plan 2 years in advance. Lynn believes we would have the same amount of visibility for some small conferences, but that we should most of all get a study committee.

B. Public policy
David Maher reports that for the 1st time he was able to get volunteers to prepare statements of public policies.

Nothing has come from attempts to revive the ISTF with a new organization.

Christine has led efforts to work with Unesco.

We are preparing a bid for managing the .Org domain.

In the ICANN area, one of the issues is to take the credibility we have and turn it in something useful. We need to define the role of ISOC in the developing structure of non-governmental technical coordination of the Internet, so that decisions on technical issues are made by qualified technical authorities.

Fred observes that we need to study not just the technology, but also the law, the market, and everything that goes with it.

C. Education
Randy and Zita are absent. We need a report to the board.

D. Standards
Scott Bradner reports that the IETF/ISOC relationship is devoid of controversy, but also of passion. The IETF meeting attendance is down from the bubble peaks, but is still at a high level. The next meeting is scheduled in Yokohama, and pre-registrations are at a high level. The working group cycle is working, old successful working group are being closed, and new ones are being prepared. Among notable new working group is one on emergency preparedness, which might in particular study the use of the Internet to initiate phone calls to emergency services. A new IPR working group is starting up; IPR is getting more and more a concern, as every major technology tends to have some patent attached to it.

There is a new nomination committee working group, which will study the possible improvement to the nomination committee process in the IETF; one of the proposal is to have a formal liaison from the ISOC board. Brian points out that such a liaison would be very beneficial when ISOC debates whether the IAB slate should be approved, since it would be possible to report whether the nomination committee followed due process. In response to a question from Alan, Scott answers that liaisons are non voting members of the committee.

E. IAB update
Leslie Daigle reports that the IAB had a significant renewal in the past spring, when the nom com nominated 5 new members, many specialists in security. The IAB is working more closely with the IESG on technical matters, such as end-to-end architecture, middle boxes. There was a successful workshop on network management.

Through last year, IAB worked with ITU to get ENUM off the ground; the ITU has approved interim procedure in line with IAB recommendations. IAB is preparing a new workshop, and also working on the security considerations of several documents.

IAB is monitoring the ICANN work; the PSO is generally believed to be not useful. The IAB does not believe that it should take over ICANN’s role: this is not realistic, and should not be considered.

F. Publication
Nick Trio does not have much to report, since we have not been able to do a lot in the current financial condition. Publication is depending on the kindness of friends in 2 areas, members briefing, and the edition of the Internet Report by Geoff Houston. Publication should mostly be geared towards supporting the efforts of the pillars. It might be useful to have a task force on publications, and look at partnering with other organizations. OTI is not likely to go to a print version again, but electronic is about as expensive.

Christine questions why the electronic publication would be “as expensive”, and asks for clarification. Lynn answers that the cost of preparing the content by the same group was still very expensive; mailing and printing cost several $10K. Christine suggests to move towards a peer-reviewed journal; Nick agrees that there is a need for such a peer-r journal, but has to understand the costs.

Scott’s notes that the IETF standard process mentions a publication of the list of standards actions “in print” by ISOC; we must find an easy way to accommodate this requirement.

Lynn mentions that we will debate the future of publications tomorrow. Brian suggests asking the AC and the chapters for advice.

G. Advisory Council
Ole Jacobson reports that 2 events have affected the AC: there has been a dwindling amount of activity in the AC; the new structure guarantees organizational members representatives on board. There will be a discussion of the future of the AC tomorrow during the AC meeting. Ole plans to step down, handle the presidency to someone else, and not affect the outcome of the meeting.

H. ThinkQuest
After many years, this program is shutting down, reports Jim Galvin. We are investigating whether we could have a homegrown replacement program, possibly leveraging our chapters. There will be an ad hoc meeting Wednesday.

I. UNESCO
Christine Maxwell reports that ISOC activities with UNESCO this past year, have been largely focused on its participation in helping to craft NGOs’ input in the formulation of Declaration of Principles and the Plan of Action of the World Summit on the Information Society (WSIS - Geneva; Switzerland, 2003; Tunis, Tunisia, 2005). It is anticipated that ISOC will be asked to play a key role at the final conference in representation of civil society.

J. ISDF
Brian and Christine retell the history of the ISTF for the benefits of the newcomers on the board. Parry Aftab was to report on ISDF, the discussion group that was set up after the closure of the ISTF, but could not. Christine reports that Parry will send an e-mail report to the board in a couple of week. The board expects this report.

VIII. BOT appointees process

Erik reports his concern about the state of ISOC: it seems that we don’t have clear procedures, clear definitions of what a chapter is, how do we make these decisions. Why choose to conduct elections through chapters when we don’t have a correct definition of a chapter?

Christine requests that we examine the process for electing the chair of the society, which she finds extremely mystifying. She believes that the trustees don’t have enough time to make their decision, that there should be a minimum time between candidacy and election, and that the current process is much too fast. Fred observes that in this year’s election, there was in fact a pre-announcement of both candidatures several weeks before the election. Christine agrees that this was a good process, but that it should be formalized. Glenn suggests that we have a committee looking in these issues; Brian suggests that this committee should be different from the committee in charge of actually running the elections; however, for the matter of the election of the chair, if there is a problem, it should be examined by the executive committee. Fred concludes that the executive committee will have to examine the problem and propose a resolution for resolving possible issues.

IX. Executive session,.ORG

ISOC will establish a new entity, and appoint all the directors of the new entity. The entity will be called Public Internet Registry. We have to organize “as if” we were going to win the bid, so we can start service immediately after if we won. ISOC and PIR will negotiate the contract with ICANN. PIR’s duty will be to negotiate the contract with Affilias, begin executing, etc.

Christine proposes a motion, seconded by Latif, that we should start a incorporating the PIR subsidiary immediately. After debate, the motion is amended to authorize Lynn to get professional help to plan and prepare the creation of the PIR company. The motion is approved by 12 votes; Glen and Kees vote against; Brian abstains.

Resolution 02-15. Additional resource for the .ORG bid.

RESOLVED, that the Board reaffirms its commitment to the bid to manage the .ORG domain, and encourage the president to get additional resource to support this bid.

X. Appointment of the chair of the nomination committee

XI. Individual Membership issue

Alan requests that we clarify the resolution 01-24 adopted in SLC, and specify now whether the “free membership” are in fact for non voting members. The debate of this motion shows that we should not make a decision before discussions with chapters and members during the INET conference. There is a tension however, because making a decision in November would not provide enough time to actually plan an election. The sense of the board is to continue this discussion by e-mail, after taking input from the members.

XII. Miscellaneous

B. Revenue forecast
Lynn presents the prospective payments from organizational members. A part of the uncertainty comes from the concentration of revenues from a few Platinum, Gold and Executive members. The conservative revenue forecast from organizational members would be $1.4M, assuming no new members, for a total revenue of $1.7M.

C. Education
Randy Bush, VP education, reports on the education initiatives. Instead of having big worldwide symposiums, the policy has been to organize small regional workshops.

ISOC sponsored the AFNOC workshop in Lome, Togo, scalable internet infrastructure and scalable internet services; there was good cooperation between French and English speaking African countries; both the French and English technical track had the same high level of technical content. A large number of instructors came from the region.

Last week, the Latin-American workshop took place; this is an expansion of previous workshops organized by ISOC.

Since the 7th INET workshop, there has been a trend to include tracks on the “use of the Internet”, which Randy finds debatable: the normal way to help people use the web or produce content is to obtain better tools, and may not really be something that ISOC should handle. Christine points out that organizing good content is in fact a skill that can be taught. Rosa also notes that there is a big need for local content in the developing countries. Alan also mentions that there is a need for training in many communities who cannot afford professional classes.

There will be an ISOC sponsored workshop in Nigeria next week, targeted at ISPs and at the setting of exchange points. In August, there will be a more general Internet workshop in Nairobi.

Zita thanks the board for its comments. There is an attempt to move the workshops “in situ”, to better address local problems. During INET, the focus has been to address public policy issues, inviting people from all over the world to the debates, but this did not work: there was not available funding early enough; they were afraid that their voice would not be heard; they were busy keeping the network just working.

Rosa proposes that we have inter-regional cooperation, e.g. workshop between Asia and South America. Randy mentions an example, a workshop to teach people on setting top-level domain registries, which was set in Africa and to which people from Asia or South America asked to attend.

D. Fundraising
Lynn would like to set up a fundraising committee, a core group of people focused on getting new org members; we also want to have ideas of new activities that might result in new org members.

Bilel Jamoussi (Nortel) observes that there are no large ISP among the Platinum members. Another policy is to work with policy organizations, and bring them as Platinum members in the policy track.

Alan observes that there are board members and officers whose organization has not yet joined the society; we have to understand why!

Christine recalls that one of the primary efforts of the nomination committee was to bring in expertise for fundraising, but that we have to do something additional, not just say we don’t know why we are not successful.

Brian supports the idea of a fund raising committee, and the idea of understanding why people don’t join.

Philippe believes that fundraising is a serious occupation, which involves creating a fundraising organization. He would volunteer helping a committee, if the role of the committee is to build the machinery.

Fred summarizes the debates as two propositions: one to understand the value proposition; the other to go on with the fundraising business. Lynn believes these are two facets of the same problem; we have a number of possible contacts.

Fred asked Philippe to form the fundraising committee and chair it, which Philippe accepts.

E. Meeting of French speaking chapters
Jean-Claude Guedon reports on the Montreal meeting of 23 French-speaking chapters or chapters in formation. The idea was to explore the possibility of linguistic groupings between chapters. The meeting was successful, and resulted in a set of resolutions. One of the conclusions was that it could be possible to organize “councils of chapters” on regional or other bases. The meeting also showed two visions of ISOC, chapters as ambassadors of the society, or chapters as source of information for ISOC; in short, bottom-up or top-down? These discussions will come out in the chapter meeting scheduled after the board meeting.

F. Conference strategy
It has become clear that meeting fundraising targets for conferences is very hard, and also distracting for the staff. We need to think out of the box for conferences, and have a short-lived committee look at ISOC’s conference strategy. Fred asks Christian Huitema to set up a committee to define our conference strategy.

Richard Perlman, VP of conferences, ask why the VP is not in charge of such a committee. Clearly, Richard will have to be involved in this organization.

We have 600 registrations for INET, out of which 200 paid; the 600 include 250 speakers, many of which are paying.

G. Publication strategy
Lynn has been negotiating joint publication with ACM of a monthly standard-related newsletter. This will be administered through ACM; their preferred model is to have this subscription be available free of charge to members. To do that, we will need about $100K per year in sponsorship.

Lynn has also tried to get some agreements with IEEE. IEEE’s proposal is to offer space to ISOC on the COMSOC magazine.

ISOC would need to have an editorial board in charge of this publication program.

Fred mentions interests in many members for a refereed publication. Toshio Mikki wil form this committee.

H. Code of ethics for ISOC members
There was a mention of a code of ethics for ORG members during the membership report. Brian Carpenter volunteers to start an effort to investigate the issue, with the help of Jim Galvin.

I. Audit Committee
Glen Ricart want to reconstitute an audit committee. Alan Greenberg and Barbara Fraser volunteer to join the committee. This is agreed by the board.

List of resolutions

Resolution 02-14 Congratulating Mike Conn:

RESOLVED that the Board expresses its appreciation to Mike Conn for his services as Treasurer.

Resolution 02-15. Additional resource for the .ORG bid.

RESOLVED, that the Board reaffirms its commitment to the bid to manage the .ORG domain, and encourage the president to get additional resource to support this bid.