ISOC Document
Title:      Minutes of February 1994 meeting of ISOC Board of Trustees
Author(s):  G. Huston (Secretary)
Date:       1994.06.27
Committee:  BoT
Document:   94-150
Revision:   1
Supersedes:
Status:     Confirmed
Maintainer: G. Huston
Access:     Unrestricted
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            INTERNET SOCIETY

        MINUTES OF REGULAR MEETING
                  OF
           BOARD OF TRUSTEES

February 7-9, 1994
Reston, Virginia U.S.A.

A regular Meeting of the Board of Trustees of Internet Society, a non profit
corporation organised under the laws of the District of Columbia, U.S.A.
("ISOC"), was held pursuant to notice at the Offices of ISOC, Suite 100, 1895
Preston White Drive, Reston, Virginia, U.S.A, on Monday February 7  1994 through
to Wednesday 9 February 1994.

Vinton G. Cerf, President of ISOC, assumed the duties of Chairman of the Meeting
and called the Meeting to order at approximately 9:00 a.m. on February 7.  Geoff
Huston, Secretary of ISOC, assumed the duties of Secretary of the Meeting and
recorded the Minutes.

1 Attendance
------------

The following Trustees were present during all three days of the Meeting:  Scott
Bradner, Charles N. Brownstein, Vinton G. Cerf, A. Lyman Chapin, Ira Fuchs, Frode
Greisen, Geoff Huston, , Robert E. Kahn, Tomaz Kalin, Lawrence H. Landweber, Kees
Neggers,  Jon Postel, Michael Roberts and Anthony M. Rutkowski.

Trustee Dave Farber attended the meeting on February 7 and 8, was unable to
attend on February 9.

Absent were Jean A. Polly, Susan Estrada and Haruhisa Ishida

Also present by invitation was Andrea Ireland, legal counsel to ISOC.

A quorum was present on all days.

2 Approval of Minutes
---------------------

The Minutes of the Meeting of the Board of Trustees held on August 16 - 17 1993,
at San Francisco, CA, U.S.A., had been distributed for review and approval prior
to this Meeting.

Following discussion, Item 5 (Treasurer's Report), paragraph 4, sentence 1, of
the Minutes of the August 1993 Meeting was revised to read:  "Following
discussion, the Board confirmed that it will obligate ISOC to pay up to 25% of
the operating costs of the IETF Secretariat during 1993, to a maximum level of
$300,000." The Minutes, as amended, were unanimously approved.

The Board agreed to proceed with the material provided for the meeting although
such material was not provided to Trustees two weeks in advance of the meeting
date.

3 Confirmation of Email Votes
-----------------------------

The Secretary reported that there were no email votes requiring confirmation of
the Board.

4 President's Report
--------------------

The President reported to the Board a summary of ISOC activities for 1993. The
report included the status of membership of ISOC, conference and workshop
sponsorship, external relationships and liaisons being formed, publications and
book drop programs and staff movements

The President noted that the ISOC Secretariat function will be moving to new
accommodation in 1994 in the Reston area.

Within the context of the Board's consideration of a potential ISOC relationship
with the ANSI ISSB, it was the sense of the Board that unilateral action with
respect to liaison with national bodies should not be undertaken by ISOC unless
other comparable national liaisons are investigated and, as appropriate,
undertaken.

5 Treasurer's Report
--------------------

Treasurer Greisen presented to the Board the unaudited estimates of the 1993
financial balance sheet and the estimated 1993 revenue and expenses for ISOC. The
Treasurer noted that organisational membership had exceed projections while
individual membership numbers remained largely static at 2,000 members. The
income derived from INET'94 was also lower than projected.

Expenses were contained within the total budget, which some movement of
expenditure items within specific categories to ensure that overall ISOC program
objectives were covered by the Secretariat.  Total reserves held by ISOC as of
December 31, 1993 were estimated to be USD 312,793.09

The Board considered a proposed budget for 1994 which called for an increase in
organisational and individual membership revenues of USD 100,000 over 1993
levels, and includes a contribution to the cost of operating IETF Secretariat
functions of USD 100,000 for 1994.

The Board agreed to establish an Audit Committee, and Trustees Greisen, Kahn and
Roberts were nominated as the committee members.

Resolution 94-01: Financial Statements for ISOC Board of Trustees Meetings
The Board resolved unanimously to direct the ISOC Secretariat to formulate a cash
budget and an accrual budget at all such times as when the ISOC budget is to be
considered by the ISOC Board of Trustees

Resolution 94-02: Reserves for 1994 ISOC Budget
The Board resolved unanimously that until further direction of the Board of
Trustees, the financial reserves of the Society, estimated at USD 312,793 at
December 31, 1993, are to be used to provide working capital for the operations
of the Society, and shall not be encumbered for any other purpose.

Resolution 94-03: Borrowing by ISOC
The Board resolved unanimously that until further direction of the Board of
Trustees, the President and the Executive Director are instructed to conduct the
financial affairs of the Society such that debt beyond normal trade payments in
not incurred.

Resolution 94-04: 1994 ISOC Budget
The Board resolved unanimously that subject to further review at the next
regularly scheduled meeting of the Board of Trustees, the President is authorised
to carry out the budget for calendar year 1994, which calls for total revenue of
USD 967,500, total expenses of USD 965,456, and a budgeted surplus of USD 2,044.
In the event of an actual or projected shortfall in revenue appropriate actions
will be taken to reduce expenses such that a deficit is not incurred.

Resolution 94-05: Audit Committee
The Board resolved unanimously to establish an Audit Committee, chartered to
review ISOC financial procedures and report to the Board of Trustees on a
continuing basis.

6 Executive Director Search Committee Report
--------------------------------------------

Larry Landweber  summarised the actions of the Executive Director Search
Committee (This committee was convened in August 1993 to recommend an Executive
Director for ISOC. Committee members were Trustees Landweber (chair), Cerf,
Farber, Funk, Huston, Neggers and Roberts.)

Following an advertisement placed in the Washington Post, and on the Internet
some 115 applications were received. 5 applicants were subsequently interviewed
by members of the committee.

The Board discussed the merit of using a professional location service in the
future for this and similar ISOC positions that may be established in the future.

The Board reviewed a draft contract for the hiring of the Executive Director, and
made recommendations concerning the contract details which the President will
forward for review by legal council.

Resolution 94-06: Executive Director
The Board resolved unanimously to confirm the appointment of Anthony Rutkowski as
Executive Director of ISOC, to be appointed within terms consistent to that
specified in the draft service agreement.

7 Nominations Committee Status
------------------------------

Jon Postel reported that an ISOC Nominations Committee, comprising of Trustees
Postel (chair), Neggers and Huston, and ISOC members Joyce Reynolds, David
Conrad, David Morton and Larry Press.

The process of nominations and elections is detailed in ISOC Resolution 92-11.
Within that schedule the nominations period has commenced in January 15, 1994,
and the election results can be announced on September 1, 1994. allowing the new
trustees to assume their position at the next meeting of the ISOC Board of
Trustees.

The Board discussed the issues associated with the length of the nominations and
election process. The Board also review the issues associated with the regional
makeup of Trustees, and discussed various options open to the Society to ensure a
broad level of regional representation within the Board.

Resolution 94-07: ISOC Elections
The Board resolved unanimously to form a committee to report to the Trustees on
the proposed schedule for the 1995 Trustee elections, and propose any appropriate
changes to the existing elections procedure.

8 Conferences Vice President Report
-----------------------------------

Mike Roberts reported on INET'93 , noting that the amounts reported to the
trustees are subject to EDUCOM fiscal audit.  The net outcome to ISOC for INET'93
was USD 40,727.  This was slightly lower than original projections and the
relevant factors were discussed by the Board. It was noted that INET'93
contributed USD 100,000 toward the total costs of USD 300,000 of the Workshop for
Developing Countries.  This workshop is proposed to be an ongoing outlay to
future INET Conference Committees.

It was noted that future INET conferences would operate more efficiently using a
local account for operation of the conference.

The Board considered progress relating to INET'94. It was noted that projected
income to ISOC was currently  anticipated to be less than USD 5,000 by the
INET'94 conference committee. It was also noted that a corporate sponsorship
target of USD 285,000 is necessary for the conference, and Trustees were
requested to assist in identifying potential corporate INET'94 sponsors.

INET'95 is to be hosted by Singapore, and requirements, including dates of June
13-15, have been passed to the Singapore hots.

It was the sense of the Board that negotiations be undertaken with Canarie to
host INET'96 in Canada.

The Board considered a proposal to co-sponsor a US conference in November 94 with
TTI. The Board indicated that this proposal not be pursued by ISOC.

9 Publications Vice President Report
------------------------------------

A special issue of the Internet Society News; "A Year in the life of the
Internet" was distributed to Trustees. Advertising space in the publication is
now being sold. Efforts are underway to complement the paper publication with an
electronic version. The Trustees indicated interest in an analysis of ISOC News
as an income / expenditure activity.

With the appointment of Tony Rutkowski as Executive Director the Trustees were
advised to consider an appropriate individual for the position of editor of this
publication.

It was recorded as the sense of the Board is to produce ISOC News within the
parameters of efficiency and quality.

10 CNRI Contract and ISOC Bylaws
--------------------------------

The Board discussed the arrangements relating to a proposed change of
relationship between CNRI and ISOC whereby ISOC would directly resource the major
component of ISOC Secretariat activities. The Board examined the relevant
provisions in the ISOC By Laws, and indicated that deletion of Sections 1 and 2
of Article VII of the By Laws would resolve any potential ambiguities  on this
matter if the proposed changes were effected.

It was recorded as the sense of the Board to proceed with drafting a resolution
to change the ISOC By Laws to remove any potential ambiguity relating to proposed
arrangements concerning ISOC Bank Account management and the provision of
Secretariat services.

11 Bank Resolutions
-------------------

The Board approved the respective bank resolutions attached hereto, for the
maintenance of ISOC accounts at The Riggs National Bank of Washington, D.C.  The
resolutions reflect a change of ISOC office holders, and create a new account to
hold corporate payments relating to INET'94 support.

12 Proposed ISOC Procedures
---------------------------

The Board considered a document proposing a set of ISOC Internal Procedures
relating to the carriage of meetings of the Board of Trustees and the associated
procedures for the carriage of Trustee electronic votes.

The trustees agreed to change the procedures as drafted such that section 4.11
(Ratification of Electronic Voting) be altered to read: "Decisions will be placed
on the agenda of the next Board of Trustees meeting for ratification, unless the
unanimous written consent of the Trustees has been obtained.  Unless unanimous
written consent is obtained the Trustees will note that the electronic vote has
no binding force and no consequent irreversible actions can be taken by the
Society."

Resolution 94-08: ISOC Internal Procedures
The Board resolved unanimously to adopt the documented ISOC Internal Procedures,
as amended.

13 Proposed ISOC Document Standards
-----------------------------------

The Board discussed the proposed ISOC Documentation standards and the associated
issues related to the transmission and dissemination of documents and various
document structures such as postscript and SGML.

14 Report of Membership Committee
---------------------------------

The Board discussed individual membership fees in the context of the objectives
of the Society and the benefits available to the membership. The Board recognised
the importance of continued growth in individual membership levels.

The Board indicated that a study of free non-voting membership be undertaken, for
Trustee consideration at the next meeting.

Resolution 94-09: Individual Membership Fees
The Board resolved to immediately set individual annual membership fees to USD
35, and record all renewed memberships which occurred on or after 1 January 1994
as a two year membership.

Resolution 94-10: Non Voting Individual Membership
The Board resolved unanimously to establish a committee to investigate a proposal
for the establishment of a new non voting class of individual membership of ISOC,
and the committee is tasked to report on this matter at the next meeting of the
Board.

15 Proposed Organisational Member Dues Schedule
-----------------------------------------------

The Board considered a proposal for new classes of organisational members,
proposing two new organisational membership classes: Associate organisational
members and organisational Friends of ISOC.

The recorded sense of the Board was for the President to refine the proposal in
the light of the Board's resolutions in terms of organisational profiles and
appropriate levels of support to ISOC

Resolution 94-11: Associate Organisational Members of ISOC
The Board resolved unanimously to establish a new class of organisational
membership of ISOC, Associate Organisational Member.

Resolution 94-12: Friends of ISOC
The Board resolved unanimously to establish a new category of listed membership
of ISOC, Friends of ISOC, with a minimum contribution to be determined by the
President of ISOC at a level not less than double individual membership fees, for
a listing period of 1 calendar year.

16 Report of Chapters Committee
-------------------------------

The Board considered the report of the Chapters Committee. The principles
documented in the report were that Chapter formation be undertaken in order to
allow local ISOC membership initiatives to take place within the ISOC domain (and
according to relevant ISOC policies and procedures) with minimal demands on the
ISOC budget.

Resolution 94-13: ISOC Chapters
The Board resolved to empower the ISOC President to establish ISOC Chapter
charter procedures in accordance with these principles, and to implement them:

a) ISOC will approve the formation of regional chapters for the purpose of
promoting local activity consistent with ISOC goals and charter.

b) ISOC Regional Chapters will be designated by ISOC after approval by the
President of a satisfactory application to ISOC.

c) ISOC Regional Chapters shall consist of local groups of ISOC members.

17 ISOC Mission Discussion
--------------------------

The Board discussed the mission of ISOC, examining long term strategic options
for ISOC activity.

The Board discussed membership support activities for both individual and
corporate members, examining the various membership consolidation activities.

The Board also examined the current status of the internet standards process, and
indicated their desire to ensure that the process was legally robust. The
objective of establishing ISOC as the organisational umbrella for the internet
standards activity was reiterated by Board members as the principle goal of ISOC.
The sense of the Board was that internet standards activity is vital to ISOC's
mission and continued existence. The Trustees considered that a review of
RFC1310bis with particular reference to legal and liability issues be undertaken,
with consultation with the IAB and IESG, and that this review be completed by
June 1994. The Board also indicated that legal review with respect to US law be
invited from the Federal Networking Council and with respect to European law be
invited from DG IV of the European Union.

The Board also considered the subject of operational coordination, and examined
the issues associated with the possible formation of an Internet Operations forum
or similar operationally focussed structure which could support the Internet
service provider community. The sense of the Board was for ISOC to further
develop this potential area of activity.

The recorded sense of the Board was for the ISOC Executive Director to formulate
a refinement of mission statement, based on the material presented during the
Board's consideration of this subject and related discussion.

Resolution 94-14 Internet Standards Process
The Board unanimously resolved to establish a committee to finalise the document
RFC1310bis with particular reference to legal and insurance implications and
formulate a strategy by which this arrangement can be effected with the IAB, IESG
and IAB. This committee is tasked with presenting the Board a codification of
these practices, and should invite legal review by the appropriate US and
European entities.

18 Reciprocal Membership Privileges: ISOC / ACM
-----------------------------------------------

The Board considered a reciprocal membership proposal between the ACM and ISOC.

The sense of the Board was that of genuine interest in this proposal, but the
Board did not consider that it was in a position to confirm any such agreement at
this point in time.

ISOC staff were requested to provide a more detailed profile of current ACM
membership and fees.

19 Federal Inter-Agency Panel Report response
---------------------------------------------

The Board considered the Federal Inter-Agency Panel Report (FIRP Report), and a
draft response from ISOC which would incorporate a response from the IESG and the
IAB.

The sense of the Board was to generate a cover letter from the President of ISOC,
conveying and commending the response from the IESG and IAB chairs to this US
Federal Panel Report

20 ISOC / TTI Joint Conference Proposal
---------------------------------------

The Board rejected the proposal to undertake a joint conference with TTI.

21 Next Meetings
----------------

The next meeting will be held in Prague on June 13 (all day) and June 14 (pm),
1994.

A joint meeting with the ISOC Advisory Council will be held on June 13 (am),
1994.

The following meeting of the Board will be held in Washington DC on December 15
and 16, 1994.

The meeting was declared closed at 12:40 pm on February 9 1994.

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