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Board of Trustees

Procedures for Nomination and Election of Trustees by Individual Members

December 2001, Resolution 01-10

The basic working procedures for the Board of Trustees are defined in the ISOC By-Laws. These internal procedures provide additional roles for the preparation and conduct of Trustee elections.

The basic working procedures for the BoT are defined in the ISOC By-Laws. These internal procedures provide additional roles for the preparation and conduct of such meetings.

1. Trustee Positions to be Filled

The Board of Trustees will advise the Nominating Committee of the number of Trustee positions to be filled by vote of the Regular Individual Members at each annual election. The Board may also advise the Nominating Committee of its desires with respect to the backgrounds of individuals to be nominated in order to achieve the balance of experience and qualifications required by the provisions of the ISOC By-Laws. Article II, Section 2, provides that "the Board shall seek to have among the Trustees representative individuals from industry, from educational and nonprofit organizations and from government."

By provision of the ISOC By-Laws, Article II, Section 1, only Regular Individual Members of the Society shall be eligible to serve on the Board of Trustees.

As per the ISOC By Laws, Article II, Section 1, each Trustee shall hold office for a term of three years.

The election process shall endeavour to ensure that one third of the elected Trustee positions are open for election every year.

A casual vacancy is defined to have occurred where a Trustee does not complete the three-year term of office. This shall be deemed to include a person certified as elected but who informs ISOC that he/she cannot or will not take office. If a candidate withdraws or is disqualified after the ballot has been printed, but before the election is certified, the Elections Committee will assign that candidate a total of zero votes, regardless of the actual number cast.

The casual vacancy is defined to exist until the expiration of the three-year period associated with the original incumbent's election. As stated in Article II, Section 2 of the ISOC By-Laws, any casual vacancy which arises may be filled by appointment by the Board until a new Trustee is elected to fill this position for the remainder of the term, in the next election of Trustees by the Regular Individual Members of the Society.

Where a casual vacancy exists on the Board of Trustees which is to be filled by an elected Trustee in the next election, the vacancy shall be deemed to be filled by the candidate elected with the least number of votes in the election. The Board will determine the period of office for the casual vacancy to be one term of office as it relates to the provisions of the ISOC By-Laws.

Where multiple casual vacancies exist, the elected candidate with the least number of votes will be deemed to fill the casual vacancy with the shortest period remaining, the elected candidate with the second smallest number of votes will be deemed to fill the next shortest casual vacancy, and so on.

The Board of Trustees will annually adopt a timetable for Trustee elections. The election date shall be not less than 40 days prior to the next Annual Meeting of the Society.

Communications concerning the nomination and election of Trustees shall generally be in the form of electronic mail, Members of the Society who are not reachable by electronic mail and those members who do not explicitly request email may participate in the election process by postal/courier mail, and will receive ballots via postal mail. For purposes of this provision, members who do not have a valid, non-shared, unique email address, according to ISOC's records, shall be deemed to be not reachable by electronic mail.

2. Nominating Committee

The Board of Trustees will annually appoint a Trustee Nominating Committee. The Nominating Committee will consist of 7 Regular Individual Members of the Society, where 5 members shall constitute a valid quorum. The Chair of the Nominating Committee shall be a member of the Board of Trustees. At least 2 members of the Nominating Committee shall be Regular Individual Members of the Society not currently serving in any elected or appointed capacity in the Society. Only Regular Individual Members not standing as a candidate in the election may be appointed to the Committee.

The Nominating Committee will notify the members of the Society of the procedures for nominating individuals for election to the Board of Trustees, and will provide a minimum period for receiving nominations of 30 days. The number of individuals nominated shall exceed the number of Trustees to be elected.

The Nominating Committee will notify the voting members of the Society of the names of individuals nominated by the committee for election to the Board of Trustees not less than 105 days prior to the date established for Trustee elections.

Additional nominations for election to the Board of Trustees may be made by petition filed with the Chair of the Nominating Committee no later than 30 days following the notification of individuals nominated by the committee. Petitions shall be filed electronically. All candidates seeking to petition will be listed in periodic announcements to ISOC members via electronic mail and the ISOC web site.

The Nominating Committee shall specify the number of signatures of voting members required for petitions, which shall be at least fifty voting members of the Society, or 1% of the total number of voting members of the Society, whichever is greater.

Provision of a member's name, email address, and (if at all possible) the member's ISOC membership number is acceptable as a valid signature for the purposes of signing a petition to support a petition candidate, subject to verification where the petition candidate achieves the necessary quota. The membership number can be found at the beginning of most e-mails sent from ISOC to the member.

Each signature must come directly from the supporter via email to an address designated by the ISOC staff (in effect, the electronic mailbox is a candidate's petition). A supporter must send a separately emailed signature for each candidate he/she wishes to support, each to that candidate's petition mailbox. All supporting signatures shall be subject to verification. Eligibility requirements for signing a petition are the same as those for voting as specified in section 3.1. Each petitioner shall be provided with copies of all petition e-mails for his/her candidacy and periodic reports about his/her status in obtaining signatures. Petition results shall not be disclosed by ISOC staff to anyone else other than the election staff and Nominating Committee until a general announcement is made.

The Nominating Committee will provide the names of a completed slate of candidates for election to the Elections Committee not less than 74 days prior to the election date, nor less than four days after the petition period closes. Only candidates who are members in good standing at that time, according to the ISOC membership records, will be included on the ballot.

3. Elections Committee

The Board of Trustees will annually appoint an Elections Committee composed of three voting members of the Society who are not standing for election. This Committee will be responsible for establishing and supervising elections. The Chair of the committee may be a Trustee or Trustee Emeritus.

All Regular Individual Members of the Society in good standing, according to the ISOC membership records, are eligible to vote. A Regular Individual Member is in good standing if his or her annual dues are not more than 60 days past due on the date of closure of the membership roll. The membership roll of eligible votes shall be closed on the close of business of the same day as the first day for filing of Petitions.

The Trustee election shall be conducted by ballot of the Regular Individual Members, which shall be sent to each member of the Society listed in the ISOC membership roll of eligible voters. Ballots shall be posted or emailed directly to members eligible to vote not less than 60 days prior to the date of the election. Ballot instructions and electronic voting "passwords" may be sent out at an earlier date. For each candidate, the ballot will contain only the candidate's name, unless the Elections Committee believes that additional information is required to uniquely identify the candidate. Ballot information will include only the English-language versions of bios/statements.

The integrity of anonymous voting shall be maintained to the maximum extent. However, the Society also encourages all of its eligible members to vote. Therefore, a database of members and voting passwords shall be maintained separate from other ISOC records so that new passwords may be sent to members who report that they did not receive them, and where the password has not already been used to vote. In the event, a vote has been cast, and the member to whom the password was assigned states that he/she did not cast the vote, the votes associated with that password shall be discarded. This database shall be destroyed within ten days of the elected/appointed Trustees taking office, unless the Election Chair shall request its further, temporary, preservation for purposes of investigation. Copies with identifying characteristics of individuals removed may be preserved. The Secretariat shall review the impact and explore solutions to make possible offering to the membership secure voting via email for the 2002 election.

Candidate/Nominee/Petitioner statements shall not mention other candidates, by name or implication. Voting in groups, or supporting candidates on the basis of geography, ethnicity, or factors other than a candidate's qualifications and stated positions is counter to the culture of the Internet Society and is expressly discouraged. Any such statements in the candidate's biography or statement on the ISOC web site or ballot materials will be deleted by ISOC.

Members will be given the opportunity to submit questions for the candidates. The Elections Committee, or its designees, shall post to the ISOC web site those questions it deems most relevant. All candidates will be given the opportunity to provide a response to every question posted, and replies shall also be posted on the ISOC web site.

Current Procedures for the Nomination and Election of Trustees will be available on the ISOC web site and promoted through the use of a link from the ISOC home page and wherever else the Election Committee deems necessary. Nominees' and Petitioners' Bios/Statements will be posted on the web as they are received, in the appropriate section.

Bios/Statements will be posted in English plus one additional language of the Nominees'/Petitioners' choice, along with links to non-ISOC pages designated by each Nominee/Petitioner. Web sites that are pointed to must honor the overall intent of this policy. Final versions of Candidate's and Petitioner's biographies and election statements shall be submitted to the Secretariat no later than the dates to be specified by the Election Committee. Blank bios/statements will be included in election materials for any candidate who does not submit material within the deadline.

Each voting member will be entitled to as many votes as there are Trustee positions to be filled by vote of the members. A voting member may cast one vote for each position to be filled, but cannot cast more than one vote for any one candidate. A member may use fewer than the total number of votes available if he or she so chooses. Each member must cast his/her vote individually; voting by proxy is not permitted.

Postal mail, courier service, and secure electronic return of election ballots are considered to be a valid return of the voting ballot. Paper ballots for Trustee elections shall be received by the Chair of the Elections Committee, or designee(s), by noon U.S. Eastern Time on the day of the election. Ballots cast electronically will be accepted until 23:59 U.S. Eastern Time, on the day prior to the date of the election.

Ballots sent by postal/courier mail must be in individual, sealed, envelopes. To save members the cost of postage and improve their ability to get their votes delivered to ISOC, individually sealed envelopes may be grouped together in a single batch postal/courier mailing.

For each election, the Election Committee shall define what it deems to be a secure electronic return. The Elections Committee will designate the delivery location for paper ballots.

The counting of ballots will take place on the election date, at a time and place established by the Elections Committee. At least two members of the Elections Committee shall be present at the counting of the ballots. The committee will establish procedures to ensure the privacy, validity and accuracy of all ballots.

The Elections Committee shall certify the results of the annual Trustee election to the Board of Trustees within 10 days following the election, forwarding a list of the candidates and the number of votes each candidate has received.

Only the vote counts of the elected candidate Trustees and the total vote count is to be published, while all candidates and the Board of Trustees be provided with the full details of the election result.

No challenge to any Trustee nomination or election procedure or result may be brought except by a Regular Individual Member in good standing. Any challenge must be addressed to the President of the Society with a recital of the reasons for the challenge, and must be received no later than 20 days following the election date. The President, after consultation with the Chairs of the Nominating and Elections Committees and the members of the Board of Trustees, shall advise the author of the challenge of the Board's decision, which shall be final, no later than 40 days following the election date.

4. Assumption of Office

The term of office of elected Trustees shall commence at the adjournment of the next regularly scheduled Board meeting following the completion of the Election process. The term of office for departing Trustees shall end at the adjournment of the same meeting. The Board meeting is defined as having one agenda, which may extend over several days. The new Board may convene an organisational meeting after the completion of the meeting of the outgoing Board.

5. Summary of Election Timetable

The minimum time required for the Trustee election process is 185 days assuming a 7-day period reserved for Nominations Committee deliberations.