ISOC Document
Title: Discussion Paper - ISOC Board Composition
Author(s): G. Huston, D. Heath
Date: 2000-11-02
Committee: BOT
Document: mtg22-01
Revision: 1
Supersedes:
Status: Discussion paper for consideration at the 12/2000 Board meeting
Maintainer: G. Huston
Access: Unrestricted
1. Background
ISOC currently
has a Board structure of 16 Board members. Of these Board members 15
are elected by the individual membership and 1 position is an ex-officio
position occupied by the President of the Society.
In an organization
such as ISOC the Board is intended to represent the interests of the
stakeholders in a manner which is consistent with the characterization
of the Society itself. At present, the major funding sector of ISOC,
organizational membership, does not have direct representation on the
Board. In addition, an increasing amount of individual membership activities
is being undertaken through the framework of ISOC chapters. Using the
already adopted structural composition of ISOC as an amalgam of activities
concerning Internet Standards, Public Policy, Individual and Chapter
membership and Education programs, then a case can be made that the
composition of the Board should better reflect the various constituencies
of each of these structural components.
This proposal requests
the Board to consider altering the representation on the Board of Trustees
to better reflect the current structure of the Society.
2. Proposal
The proposal is
that 15 Board members be elected by three constituencies: Individual
membership, the Corporate members' Advisory Council and the Chapters
Council. This is in some ways similar to the structure adopted by ICANN
in its efforts to have representation from a number of sectors who are
considered to be stakeholders in ICANN's decision making process.
Chapters will have
an increasing role in the work of ISOC. The source of our individual
membership will, more and more, come from and through them. Our future
strength will be more dependent on their efforts and with direct representation
on the Board, it will help to foster their growth and ours.
Organizational
members are the primary source of our funding. We also need them to
be more directly involved. This is good for them and us, and represents
a benefit for them beyond what we currently provide. They are "virtually"
not represented currently - other than some board members do work for
organizational members.
Individual members
would continue to elect members of the Board through a membership at
large election process.
This proposal is
to change the composition of the Board as follows:
| Individual Membership |
9 |
| Chapters |
3 |
| Advisory Council |
3 |
The basis of the specific
numbers allocated to each constituency ensure that individual members
continue to form the basis of the Board's composition, while allowing
Chapters and Corporate members to have more of a direct influence on the
carriage of the Society's programs and the Society's chosen direction.
The numbers also allow each Trustee to serve a three year term, so that
each year 3 Trustees are elected by the individual membership and 1 from
each of the Advisory Council and the Chapters Council.
3. Alternative Board
Composition Arrangements
There are a number
of variation to this approach that may be contemplated by the Board.
One approach is
to allow a number of Board positions to be appointed by the Board itself.
The rationale for such an approach is that it would be beneficial for
the Society to be able to appoint a small number of Trustees based on
whatever ISOC's needs are at the time. For example, ISOC may wish to
appoint a leading industry figure to the Board in order to be more effective
in gaining visibility and funding support from the industry sector.
ISOC may also consider appointing an individual with stature within
the area of public policy or from the foundational or international
developmental organizational sector, again as a means of gaining both
enhanced visibility into that sector and as a means of being more effective
in gaining funding support. To this end, however, rather than the standard
three-year term, such appointments should probably be for one-year terms,
with an ability to re-appoint under mutual agreement if they are contemplated
by the Board.
Another extension
of this approach would be to invite the IETF to nominate a number of
individuals from within its community to serve as Trustees. The IETF
is a major asset to/for ISOC. ISOC is the organizational support for
the IETF and the society provides various forms of support, financially
and otherwise. A similar argument could be made with respect to the
ISTF.
4. Enabling Changes
Any of the changes
noted here would require an amendment to the ISOC By Laws. The relevant
clause is in Article II, Section 2:
"With the exception
of the President, all Trustees shall be elected by the Regular Individual
Members of the Society or shall be appointed by the Board to fill
a vacancy which arises because an elected Trustee has ceased to serve."
The simplest enabling
change is to remove this clause from the By Laws, allowing the Board
discretion to adopt procedures regarding the composition of the Board
of Trustees without further changes to the By Laws
However it may
be useful to use a replacement clause allowing that the composition
of the Board is to be determined by adoption of a Board procedure, and
that a four fifths majority of the Trustees then in office is required
to adopt the procedure, and a four fifths majority of the Trustees then
in office is required to amend the procedure, making changes to the
procedure require the same level of super majority as changes to the
By Laws themselves.
Alternatively,
the composition of the Board may be specified in the By Laws, in which
case further changes would also require amendments of the By Laws.
Procedurally it
is also appropriate to allow some time to phase in any such changes,
so that the Board would need to also consider a timetable for adoption
of such measures as part of the overall process of adoption of this
proposed structure.
5. Action requested
from the Board
To consider this
proposal, and if agreed, then to adopt a number of enabling motions
concerning the adoption of procedures and amendment of the ISOC By Laws.
