============================================================================ DRAFT - Prepared by MMR 6/17/92, completed by JH 6/25/9 INTERNET SOCIETY BOARD OF TRUSTEES MEETING Monday, 15th June, 1992 Kobe, Japan MINUTES I. CALL TO ORDER The Board of Trustees meeting was called to order at 09h00. Present: Trustees Aiso, Cerf, Chapin, Fuchs, Greisen, Harms, Huston, Kahn, Kalin, King, Landweber, Neggers (after adoption of Resolution 92-1), Roberts (ex-officio), Rutkowski. Absent: Trustee Brownstein. Staff: E. Barnhart. The draft agenda for the meeting was adopted unanimously (12 / 0 / 0) *). It was agreed that as a matter of normal procedure, the Board would observe Roberts Rules of Order. The Board approved (Resolution 92-1) by a vote of 12 / 0 / 0 the appoint- ment of Kees Neggers to the Board of Trustees in accordance with the request of Charter member RARE that Kees Neggers become its Trustee representative. By a vote of 13 / 0 / 0 (Resolution 92-2), the Board approved the reappoint- ment of Juergen Harms to the Board for a one year term expiring 30th June 1993. *) Votes are be noted by a series of three figures, "for" / "against" / "abstain"). II. CONFIRMATION OF PREVIOUS ACTIONS OF THE BOARD By a vote of 13 / 0 / 0 (Resolution 92-3), the Board confirmed the following actions it had taken previously by electronic means: (a) Adoption of Charter (text in enclosure A) (b) Appointment of initial Board of Trustees and Officers (list in enclo- sure B) (c) Adoption of By-Laws (text in enclosure C) (d) Appointment of Michael Roberts as Executive Director and ex officio Trustee. III. PRESIDENT'S REPORT President Vint Cerf welcomed Board members to their first meeting. He described the Society's current relationship with the Corporation for National Research Initiatives ("CNRI"), in which CNRI, in addition to functioning as the Secretariat for the Internet Society ("ISOC"), also is the legal entity which supports ISOC activities. If situations arise in which there may be potential legal liability issues affecting CNRI and ISOC, they will be referred to counsel for advice. Several Board members asked about the timetable for incorporating ISOC as an independent entity. Bob Kahn responded that it was his view that this should occur as soon as the Society's financial health permitted. Ken King observed that according to the draft FY93 financial schedule contained in the meeting agenda, this might be as soon as 1993. Vint Cerf said that such would be a happy circumstance but that he was cautious on this point. (a) Membership Status Vint Cerf presented a list of current organizational members and a break- down by country of the individual members (List in enclosure D). At the end of May, there were 24 organizational members, and 1028 individual mem- bers. Although these numbers meet our expectations for this early point in the Society's existence, continued rapid growth is necessary to meet our financial targets and the Trustees are requested to assist with securing new members, especially in non-U.S. areas (Action 92-1). (b) Internet Certificate Authority Registration Vint Cerf proposed that the Society provide Internet Certificate Autho- rity registration services. This is an activity which is necessary for the creation of security enhanced mail and related services on the Inter- net. Engaging in the service will accelerate progress in improving Inter- net security and is the type of leadership which the Society should be pursuing. The Board approved the offering of this service in principle, but asked that it be provided with a written proposal and an analysis of the projec- ted income and expense of the service. A small working party shall be created and, in particular, examine the international aspects of this topic (Action 92-2).The proposal should be reviewed by counsel to deter- mine the extent of any legal liability that may be associated with ICA registration service. (c) Pro-Rating of Organizational Member Dues The Board agreed that it sees no present need to offer a pro-rated dues schedule for new organizational members at this time. IV. BUDGET Vint Cerf presented and discussed the budget for the current year, FY92. A total revenue of $457'000 is anticipated from dues, services and mis- cellaneous sources.Total expenses for Society programs, including publi- cations, staff, legal and general and administrative services of $520'000 are anticipated, leaving a budgeted deficit of $63'000 for the year. Every attempt will be made to stay within the limits of this budget. In response to a question concerning the receipt of less than budgeted revenues, the president mentioned a list of items which could be considered discretio- nary and postponable to the following fiscal year. The Society will attempt to improve these projections to achieve a balan- ced budget by year end, but in the event a deficit occurs, CNRI has agreed to contribute up to $102'000 to offset it. By a vote of 13 / 0 / 0 (Resolution 92-4), the Board adopted the proposed FY92 budget (detail in enclosure E). Vint Cerf briefly discussed the current Society financial report and a draft budget for FY93 (detail in enclosures F & G). The Board will receive additional detailed FY93 budget projections and alternatives prior to its December 1992 meeting at which the FY93 budget will be presented for ap- proval. In view of the present financial situation, treasurer Frode Greisen urged the Trustees and Officers to attempt to find funding for travel to Board meetings from their own resources, in particular those coupled to INET Conferences. He also indicated that he intends to provide a quarterly financial report for the Board and for subsequent distribution to the Members (Action 92-3). V. IAB REPORT Lyman Chapin presented and discussed the draft Charter for the Internet Architecture Board ("IAB"), which would accomplish the major goal of brin- ging the activities of ISOC and the Internet Activity Board into a common organization. The Board, which had not had an opportunity to discuss the draft charter prior to its Kobe meeting, remarked on several areas of the text where improvements were desirable. After extensive discussion it was decided that, for the moment, the document should be adopted as submitted with the exception of some minor editorial clarifications in Sections 1(5), 5, and 11. The Board voted (10 / 3 / 0), to adopt (Resolution 92-5) the thus amended Charter for the Internet Architecture Board (text in enclosure H). VI. CONFERENCES REPORT Larry Landweber gave status reports on the INET Conferences. INET '92, due to the extraordinary efforts of the Organizing Committee in Japan, will be an outstanding programmatic success and will also achieve its financial targets, for which the Board extended its great thanks to Trustee Hideo Aiso, who is the General Conference Chair for INET'92. INET'93, to be held in San Francisco in August, is completing the formation of its Conference Committee. Eric Benhamou, CEO of 3Com Corporation, will be the Conference Chair. Bill Yundt of Stanford and Barry Leiner of USRA will be co-chairs of the Program Committee. The Board will receive a pro- gress report following the next Conference Committee meeting, which is scheduled for September 25. Larry is engaged in discussions with RARE representatives about hosting INET'94 in Europe. Larry recommended that the Board accept RARE's offer to host INET'94, subject to agreement on program and conference arrange- ments. The Board voted (12 / 0 / 1) (Resolution 92-6) to accept in principle the offer from RARE to host INET'94 and asked Larry Landweber to work out con- ference arrangements with RARE and provide the Board with a detailed pro- posal for approval by early Fall (Action 92-4). The Board asked that a conferences manual containing major policy and pro- cedures statements be prepared by staff in collaboration with the vice presidents in a form appropriate for legal review and submitted for Board approval at an early date (Action 92-5). Larry Landweber distributed a draft of criteria for ISOC co-sponsorship of conferences and similar events, for review by the Board and adoption at a later date. VII. PUBLICATIONS Tony Rutkowski reviewed the status of ISOC News. The News is produced through a global group of contributors and editors working together over the Internet. Reaction to the first two issues has been very positive. Tony asked the Trustees to continue to provide feedback, both positive and negative, on editorial policies. In furtherance of general ISOC goals, there is an expectation that an on- line version of the News be created. After substantial discussion on issues related to the desirability of an on-line version (additional effort and expense, impact on membership numbers, copyright), the Board expressed its desire to see an on-line version developed at an early date, consistent with considerations of quality, cost, timeliness and the basic differen- ces between an on-line and a hardcopy communication medium (Action 92-6) Subject to legal review, the Board endorsed the acceptance of appropriate advertising in ISOC publications in their printed version but limited it at the present time to organisational members of the Internet Society. On a related issue, the Board indicated no objection to future sales of copies of ISOC News, provided that pricing is consistent with recovery of costs and a contribution to reserves. Due to limited editorial and financial resources, plans for an ISOC Journal are making slow progress. A date for the first issue has not yet been esta- blished. The Board asked for an opportunity to review the detailed edi- torial concept and the budget for the Journal prior to proceeding with publication (Action 92-7) VIII. ADOPTION OF FINAL CHARTER The Trustees executed a final version of the Internet Society Charter which will bear the signatures of all fifteen Trustees. (Trustee Brownstein's sig- nature was obtained at a later date.) IX. BY-LAWS The Board expressed its desire to have a simplified description reviewed by counsel in time for the next meeting (Action 92-8). The Board endorsed a suggestion that the By-Law wording relating to dues for Founding members be clarified to conform to current practice, which makes non-profit and government members paying reduced dues eligible for Foun- ding Member status (Action 92-9). The Board indicated its intention to implement the principle of staggering the terms of the appointment of Trustees, aiming at having five Trustees elected each year. This will require certain Trustees presently in office to serve terms of less than three years. An examination of the precise meaning of Article 3 (1) of the by-laws will be made in order to clarify whether a modification of the by-laws is necessary or whether this can be achieved within the present by-laws (Action 92-10). Mike Roberts presented proposed procedures for nominating and electing Trustees, along with a draft calendar for holding the 1993 Trustee elec- tions. The proposal is intended to carry out previously discussed Board intentions to have a majority of the Board elected by the end of the three year initial period of operations. It provides that five Trustees be elec- ted in January 1993, and take office on 1 July 1993. The Board voted (11 / 0 / 2) (Resolution 92-7) to accept the proposed amendment as procedures for the nomination and election of Trustees (text in enclosures J & K), and to publicly disseminate these procedures prior to the next board meeting (Action 92-11). X. COMMITTEES In accordance with Article III, Section 13 of the By-Laws, the Board voted (13 / 0 / 0) (Resolution 92-7) to create an Executive Committee composed of Vint Cerf, Frode Greisen, Juergen Harms, Bob Kahn, Larry Landweber, Mike Roberts (ex-officio), and Tony Rutkowski. The Board voted (13 / 0 / 0) (Resolution 92-8) that the President be autho- rized to appoint the following committees and report their membership to the Board (Action 92-12): (a) 1993 Trustee Nominating Committee (b) 1993 Trustee Election Committee (c) Committee on the Internet in Developing Countries (d) Committee on Internet Support for Disaster Relief. XI. OTHER BUSINESS (a) Relationship with ITU Tony Rutkowski presented a proposal in the form of three resolutions (enclo- sures L) for creating a relationship with the International Telecommunica- tions Union ("ITU") that is intended to lead toward more formal involvement of the Society in international networking standards. The Board voted (12 / 0 / 1) to adopt (Resolution 92-9) the proposal on relationships with the ITU (text in enclosure M) (Action 92-13). (b) Internet Society Chapters Hideo Aiso reported that there is great interest in Japan in forming a chapter of the Internet Society. After discussion, the Board agreed to form a working group to explore the manner in which such local organiza- tions could be formed and function in way that is productive for the groups and contributes to the overall health of the Society at the same time (Action 92-14). (c) Next Meeting of the Board of Trustees The Board will meet in Reston, Virginia on December 10, 1992. Trustees re- quested that staff provide agenda materials at least two weeks in advance of the meeting. The Board adjourned at 15h00. Resolutions decided at the Kobe Board meeting (15th June, 1992) --------------------------------------------- R92-1 Appointment of Kees Neggers as Trustee representint the RARE charter member. R92-2 Re-appointment of Juergen Harms as Trustee for a 1-year term expiring 30th June 1993. R92-3 Confirmation of actions prior to the 1st annual assembly : (a) adoption of the Charter, (b) appointment of initial Trustees and Officers, (c) adoption of by-laws, (d) appointment of the Executive Director. R92-4 Adoption of budget for FY92. R92-5 Adoption of amended Charter of the IAB. R92-6 Acceptance in principle of the offer of RARE to host INET '94. R92-7 Accept proposed amendment for election of Trustees as procedures. R92-8 Authorisation of the president to appoint committees for (a) Trustee nomination, (b)Trustee election, (c) on Internet in Deve- loping Countries, (d) on Internet Support for Disaster Relief. R92-9 Adoption of resolutions concerning the relationship with ITU. Action items decided at the Kobe Board meeting (15th June, 1992) ---------------------------------------------- A92-1 Trustees Recruit organisational and personal members, particu- larly in non-US areas. A92-2 VC, MMR Draft proposal on Internet Certificate Authority registration services (financial aspects, international aspects), review by counsel; create small working party. A92-3 FG Provide quarterly financial updates. A92-4 LL Negotiate with RARE hosting INET'94, report to Board at fall meeting. A92-5 LL Prepare "conferences manual". A92-6 TR Create on-line version of Newsletter. A92-7 TR Prepare editorial concept and budget for Journal for review by Board. A92-8 MMR, JH Prepare simplified description of by-laws. A92-9 MMR, VC Propose by-law amendment for Founding Members with reduced fees. A92-10 MMR, JH Analyse bylaws in view of staggering. A92-11 MMR, VC Implement election procedures. A92-12 VC Create committees (Trustee nomination, Trustee election, Developing Countries, Support for Disaster Relief). A92-13 TR Pursue contacts with ITU. A92-14 MMR, VC Create working group on ISOC chapters.