ISOC Document

Title:      Discussion Paper - ISOC Officers - Terms of Office
Author:  G. Huston
Date:       2000-11-09
Committee:  BOT
Document:   mtg22-02
Revision:   2
Supersedes:
Status:     Discussion paper for consideration at the 12/2000 Board meeting
Maintainer: G. Huston
Access:     Unrestricted

1. Background

A careful reading of the ISOC By Laws has revealed an inconsistency in Article IV as it relates to the term of office of officers of the Society. Section 1 states that officer roles shall be "elected for a one-year renewable term". Section 7 states that officers shall "hold office until their respective successors are chosen and qualify". If the position is not renewed at the end of the year, then is the previous incumbent of the office an officer of the Board or not?

It is appropriate that we address this inconsistency in our By Laws, and we spend a little time on email considering how we wish to do this, so that we can spend the available time at the December meeting on more pressing matters than tinkering the By Laws. Accordingly, I would like Trustees to consider the following proposal to amend the By Laws to remove this inconsistency. If we can reach some closure on email, then we can simply adopt these changes at the December meeting without further prolonged discussion.

This is not a call for a vote - it is a request for comments on a proposal I would like to place on the agenda of the December meeting that will require a four fifths affirmative vote to pass.

The intent of these proposals is to use the Section 1 interpretation of officer roles, that each officer, with the exception of the President shall serve a one year renewable term of office. This implies that we amend section 3 to describe the terms of additional offices, and section 7 to describe the terms of renewing the office.

The original article reads:

ARTICLE IV - OFFICERS

Section 1.

The officers of the Society shall, at a minimum, consist of a Chairman, a President, a Treasurer and a Secretary. Except for the President, who shall be appointed as set forth in Section 4 below, each officer shall be elected for a one-year renewable term by the affirmative vote of at least a majority of the members of the Board of Trustees then in office. The Chairman shall be selected from among the members of the Board of Trustees who have been elected by the Regular Individual Members of the Society. A person shall not hold more than one office at a time.

[Resolution 95-03, approved at June 1995 Board meeting, removed reference to exception and initial period of operations, and redesignated as section 1.]

[Resolution 95-14, approved at December 1995 Board meeting, added reference to the office of Chairman.]

Section 2.

Any vacancy in an officer position shall be filled by an individual elected by the affirmative vote of at least a majority of the members of the Board of Trustees then in office.

[Resolution 95-03, approved at June 1995 Board meeting, deleted provisions except those shown, and redesignated as section 2.]

Section 3.

The Board of Trustees, by the affirmative vote of at least a majority of the members of the Board of Trustees then in office, may appoint such additional officers as it shall deem necessary.

Section 4.

The Chairman of the Society, with the approval of the affirmative vote of at least a majority of the members of the Board of Trustees then in office, shall have the authority to appoint the President of the Society, who shall function as the Society's Chief Executive Officer and shall be responsible for the day-to-day conduct of the Society's activities. The President shall perform his duties subject to the direction of the Board of Trustees, and for such compensation and on other terms and conditions as the Board of Trustees shall determine.

[Resolution 95-14, approved at December 1995 Board meeting, removed reference to Executive Director and define terms of Presidential office bearer.]

Section 5.

The President shall serve ex officio as a non-voting member of the Board of Trustees.

[Resolution 95-14, approved at December 1995 Board meeting, defined President as a Board member.] [Resolution 96-01, approved at Jun 96 Board meeting, determined President as a non-voting Board member.]

Section 6.

Except for the President of the Society, who shall be compensated as determined by the Board of Trustees under Section 4 above, the officers of the Society shall not receive any compensation (apart from reimbursement of expenses) for their services as officers, but this shall not preclude reasonable compensation for services rendered to the Society by an officer in some other capacity.

[Resolution 95-14, approved at December 1995 Board meeting, added the provision of compensation for the Presidential office bearer.]

Section 7.

Except for the President, who may be removed as provided below, the officers of the Society shall hold office until their respective successors are chosen and qualify. Any officer of the Society may be removed by the Board of Trustees, by the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office, whenever in their judgment the best interests of the Society will be served thereby. The President may be removed by the vote of a majority of members of the Board of Trustees then in office, and in accordance with the termination provisions of the President's employment contract.

[Resolution 95-14, approved at December 1995 Board meeting, added the provision of compensation for the Presidential office bearer.]

Section 8.

Except for the President, whose duties shall be prescribed by the Board of Trustees under Section 4 above and detailed in the employment contract, the officers of the Society shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Trustees or by the President of the Society.

[Resolution 95-14, approved at December 1995 Board meeting, added the provisions for the Presidential office bearer.]

Section 9.

Unless otherwise directed by the Board of Trustees, the Chairman of the Society, or in the event of the Chairman's inability to act, such other officer as may be designated by the Board or by the Chairman to act in the absence of the Chairman, shall have full power and authority on behalf of the Society to attend and to act and to vote at any meetings at which the Society may have a right to vote. The Board or the Chairman from time to time may confer like powers upon any other person or persons.

[Resolution 95-14, approved at December 1995 Board meeting, changed the responsibilities from the President to Chairman.]

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