Board of Trustees
Procedure for conducting election of Officers of the Board
ISOC Board of Trustees Internal Procedures adopted as part of:
Resolution 96-08, July 1996 and
Resolution 00-17 , August 2000.
The basic working procedures for the Board of Trustees are defined in the ISOC By-Laws. These internal procedures provide additional rules and guidelines for the Board of Trustees regarding Officers of the Society.
The following election procedures are to be followed at the ISOC Board meeting when elections are required by the By-Laws.
- Structure of the Society
- Term of Trustees
The Board meeting following the declaration of the Trustee election is termed the Annual General Meeting.
All elected Trustees assume the positions on the Board of Trustees at the adjournment of the Annual General Meeting. Trustees shall serve in office until the adjournment of the Annual General Meeting following a three year term of office, or until the Trustee resigns the position.
- Term of Officers
At the adjournment of the Annual General Meeting all Officer positions shall be declared available for election. Other than Chair, Treasurer and Secretary, the term of all Officer roles and positions shall be deemed to have expired at this point.
Election of officers shall be conducted at this point, in accordance with this procedure.
- Protocol of the Meeting to Conduct Election of Officers
The retiring Chair of the Board of Trustees shall chair the initial part of the meeting to elect Officers of the Board. Immediately following the election of Chair of the Board, the elected Chair of the Board shall assume office and chair the remainder of the meeting. The remaining statutory officer positions are then elected, followed by the creation of other officer positions and elections to fill these positions.
All voting Trustees in office who are present at the meeting may vote in officer elections. Trustees who participate remotely via electronic means such that they can contemporaneously hear all other Trustees at the meeting, and be heard by all other Trustees at the meeting, shall be deemed to be present at the meeting. Voting by proxy is not permitted for election of officers.
- Statutory Officers to be Elected
The following statutory positions shall be elected, in the following order:
- Chair
- Treasurer
- Secretary
- Other Officers to be Elected
Following the election of the statutory positions, Trustees may nominate the establishment of other Officer positions through a seconded motion. The Board shall vote on the adoption of each of these positions, and the vote shall require the affirmative vote of a majority of Trustees then in office in order for the position to be established. The position shall be established for one year, until the adjournment of the next Annual General Meeting of the Board of Trustees.
Following the establishment of any other officer positions, elections will then be held to fill these positions, which shall be held in an order as determined by the Chair.
- Nominations
Nominations must be submitted by a Trustee in office, in writing or by electronic mail, or orally at the meeting.
Nominations will close immediately before the agenda item for the election of that position. Nominations must be submitted to the Chair of the Board. A nomination will only be valid if the candidate declares orally at the meeting, or in writing or by electronic mail prior to the meeting, that the candidate is willing to take office if elected.
A candidate who fails to be elected for a position may be nominated for a subsequent position.
- Eligibility
Any Trustee in office may be elected to the position of Chairman of the Board.
Any ISOC member in good standing may be elected to any other office.
- Voting
Any candidate may make a statement to the Board regarding their candidature. The presentation of such a statement shall take no longer than five minutes. The order of candidates' statements shall be determined by the Chair using a random selection process.
If there is only one candidate for a position, this candidate will be declared elected.
If there are two candidates, an election will be necessary. All Trustees present at the meeting, with the exception of the chair of the meeting, shall be eligible to vote. The chair of the meeting shall withhold from voting unless there is a tied vote, or unless the affirmative vote fails to achieve a majority of Trustees in office. A majority vote of the Trustees in office is required to elect a candidate. In the event of a tie, the chair of the meeting will have the tie-breaking vote. In the event that the candidate with the highest vote fails to have the affirmative vote of majority of the Trustees in office, the chair of the meeting shall be eligible to vote. If the affirmative vote fails to achieve a majority of Trustees then in office, the vote shall be conducted again.
If there are more than two candidates, and if no candidate has a vote that is equal to or greater than a majority of Trustees in office, then the two candidates receiving the highest number of votes will go to a new ballot, and a new vote will be called. In the event that three or more candidates tie for the highest number of votes, all such candidates will go into a new ballot.
Voting will be by secret ballot. An Internet Society staff member nominated by the President and a person appointed by the Board will act as tellers.
Trustees who participate remotely in a manner such that they can hear the proceedings of the meeting and be clearly heard by all other attendees, shall vote by privately announcing their vote to the election tellers.
- Record of the Meeting
The minutes shall record the candidates nominated for each position and the elected candidate.
A candidate may request that the statement made to the Board in respect of their candidature be recorded in the minutes of the meeting.
- Removal from Office
An Officer may be removed from office by the affirmative vote of four-fifths of the Trustees holding office at a regular meeting of the Board of Trustees.
- Casual Vacancies
If an office is vacated, the position may be filled at a subsequent regular meeting of the Board of Trustees, using these election procedures.
Officers - The Board elects from its membership a Chair, and also elects the Officer positions of Treasurer and a Secretary, positions that may be filled by any ISOC individual member. The Board may also choose to create other Officer positions, and elect individual members of ISOC to fill these positions. The procedures relating to the election of these Officers and the term of office are described in subsequent sections of this document.
President and Vice-Presidents - The Board has the ability to hire the services of a President, who serves ex-officio as a non-voting member of the Board. The President may select Vice-Presidents to undertake various roles as delegated by the President. The appointment of Vice-Presidents is the role of the President, subject to ratification by the Board of Trustees.
