1. 2 A Status Report and a Request for Input Governance and Nominations Committee Internet2 December 2006

2. 3 Governance and Nominations Committee Diana Natalicio, University of Texas El Paso, chair Jeffrey Lehman, Cornell University, vice chair Kristine Hafner, University of California Office of the President Steve Hall, The Thomson Corporation (Retired), and Industry Strategy Council chair Gwen Jacobs, Montana State University Len Kleinrock, University of California Los Angeles Michael Krugman, Boston University and Northern Crossroads GigaPoP

3. 4 Governance and Nominations Committee Larry Landweber, University of Wisconsin Madison, and Network Research Liaison Council chair David Lassner, University of Hawaii, and Applications Strategy Council chair Jack McCredie, University of California Berkeley, and Network Planning and Policy Advisory Council chair Marilyn McMillan, New York University Harvey Newman, California Institute of Technology Mike Roberts, The Darwin Group Pankaj Shah, OARnet Doug Van Houweling, Internet2, ex officio

4. 5 Agenda Background Current Structure Recommended Changes Other Matters Next Steps

5. 6 Background 10th Anniversary Failed Merger New Opportunities

6. 7 Charge Short-Term (January 2007)  Describe Present  Prescribe Future Long-Term  Oversee Elections  Ongoing Adjustments

7. 8 Current Structure - Governance Board of Trustees Larry Faulkner, chair Mary Sue Coleman, University of Michigan Michael Crow, Arizona State University David Frohnmayer, University of Oregon Jeff Lehman, Cornell University Dick Liebhaber, Liebhaber & Associates Diana Natalicio, University of Texas, El Paso Don Randel, Andrew W Mellon Foundation Steve Hall, ISC Larry Landweber, NRLC David Lassner, Chair, ASC Jack McCredie, NPPAC Doug Van Houweling, Internet2 CEO Board of Trustees Larry Faulkner, chair Mary Sue Coleman, University of Michigan Michael Crow, Arizona State University David Frohnmayer, University of Oregon Jeff Lehman, Cornell University Dick Liebhaber, Liebhaber & Associates Diana Natalicio, University of Texas, El Paso Don Randel, Andrew W Mellon Foundation Steve Hall, ISC Larry Landweber, NRLC David Lassner, Chair, ASC Jack McCredie, NPPAC Doug Van Houweling, Internet2 CEO Applications Strategy Council David Lassner, chair Alan Blatecky James Bottum Jacqueline Brown Parvati Dev Vijay Kumar Clifford A. Lynch Homer A. Neal Harvey Newman George Thoma Alan Whitney Laurie Burns, staff liaison Industry Strategy Council Steve Hall, chair J. Gary Augustson Wes Kaplow Stuart Kippelman Michael Nelson Bill Powers, deputy chair Richard F. Rashid Jack Waters Jill Arnold, staff liaison Network Policy & Planning Advisory Council John W. McCredie, chair Charles Catlett Ray Ford Tracy Futhey Ron Johnson Michael Krugman H. Dave Lambert Polley McClure Marilyn McMillan Mark Luker Jack Suess Dan Updegrove Laurie Burns, staff liaison [INACTIVE] Network Research Liaison Council Larry Landweber, chair W. Richard Adrion Javad Boroumand Duncan Buell Doug Comer David J. Farber Alexander (Sandy) Fraser Leonard Kleinrock Jorg Liebeherr Hui Zhang Lixia Zhang Rick Summerhill, staff liaison

8. 9 Current Structure - Management Douglas Van Houweling President & CEO Douglas Van Houweling President & CEO Board of Trustees Sharon Moskwiak Executive Assistant Advisory Councils Applications Strategy Council Industry Strategy Council Network Policy & Planning Council Network Research Liaison Council Advisory Councils Applications Strategy Council Industry Strategy Council Network Policy & Planning Council Network Research Liaison Council Laurie Burns Executive Director Member & Partner Relations Ken Klingenstein Director Middleware & Security Cheryl Fremon Executive Director Deployment and Infrastructure Delivery John Kennedy Vice President for Operations Gary Bachula Vice President for External Relations Barb Nanzig Chief of Staff Jill Arnold Director Member & Partner Relations

9. 10 Recommended Changes 1. New Advisory Council Structure Function rather than constituency Heterogeneous membership, stratified elections 2. New Board Structure 15 members More voice from CIO’s, networks, researchers, industry 3. New Communications Structure Formalized, predictable, consistent 2-way links across the organization

10. 11 Internet2 Advisory Councils Proposed Structure: Councils Architecture & Operations Advisory Council Services Advisory Council Research Advisory Council Industry Relations Advisory Council Elected members: 3 CIO background 3 Research background 3 Reg Net background 3 Industry background Heterogeneous composition of each Council (15 per Council): 12 elected by membership at large 3 appointed by the Board Open nominations GNC oversees election Membership election Council members elect chair

11. 12 Proposed Structure: Board Total composition (15): 5-7 University CEOs 3 University CIOs 1-2 Reg Net reps 2 Researchers 1 Industry rep 1 CFO Ex-officio members (included in total composition): 1 Internet2 CEO 4 Council Chairs Internet2 Board of Trustees Open nominations GNC-selected candidates Membership election Standing Committees include: Governance & Nominations Committee (GNC) Total composition (15): 4 Council Chairs 2-3 Board CEOs 6 members at large 1-2 optional Board appointees

12. 13 New Advisory Council Structure Four Councils Architecture and Operations (Layers 0-4) Services (Layers 5+) Research (Disciplinary and Network) Industry Relations

13. 14 New Advisory Council Structure Heterogeneous Membership for Each Council 12 elected members:  3 in research  3 in industry  3 in state or regional networks  3 CIO’s 3 members appointed by Board

14. 15 New Advisory Council Structure Nominations Annual open call for nominations GNC names candidates (ideally two per opening) Elections University I2 Members elect Researcher and CIO Council Members Network I2 Members elect Network Council Members Research I2 Members elect Research Council Members Each council elects own chair, who also sits on Board

15. 16 New Advisory Council Structure Links to Management Senior Management Liaison for Each Council New “Chief Scientist” to be Liaison to Research Links to Board Council Chairs Serve as Voting Trustees Councils as Key Source of Policy Advice

16. 17 New Board Structure Fifteen Members 4 Council Chairs 10 at large, serving staggered 3-year terms 1 Internet2 CEO

17. 18 New Board Structure Composition: Minima and Targets for the 15 Members Audit-qualified CFO (minimum 1, target 1) University CEO (minimum 5, target 7) University CIO (minimum 3, target 3) Network Researcher (minimum 1, target 1) Disciplinary Researcher (minimum 1, target 1) State/Regional Network Leader (minimum 1, target 2) Industry Leader (minimum 1, target 1)

18. 19 New Board Structure Nominations and Elections Timeline GNC solicits nominations for open at-large seats Councils elect council chairs GNC considers overall composition goals in light of  who was elected by Councils, and  who is continuing in later years of 3-year terms, GNC recommends candidates for at-large seats reflecting overall board composition minima and targets Internet2 members elect at-large trustees

19. 20 New Communications Structure More Formalized, Consistent, Predictable A key Board responsibility — to strengthen 2-way communications links among board, members, councils, management Representative suggestions:  Web-Posted Minutes and Agendas for Board and Councils  Open Council Meetings  Mechanisms for Members to Suggest Council Agenda Items  Board chair reports at member meetings  Annual or more frequent written messages from Board

20. 21 Other Matters Membership Network Operating Relationships Continuous Innovation Transition Issues

21. 22 Next Steps Focus Groups Today Final Report Published by December 31 Board will consider on January 14 and 15

22. 23 … thank you