As Adopted July 30, 2011
The Nominations Committee (the "Committee") of the Board of Trustees (the "Board") of The Internet Society ("ISOC") has the responsibilities, duties, and authority described in this Charter.
The primary purpose of the Committee is the identification of a slate of qualified candidates for consideration and potential election to the Board. The Committee shall not have any powers of the Board.
The Committee shall consist of three (3) to seven (7) Individual Members of ISOC who are appointed by the Board. The Chair of the Committee shall be a Trustee or an Emeritus Trustee who shall be appointed by the Board at the Annual General Meeting. The members of the Committee shall reflect the broad range of members of the Internet community, and at least two members of the Committee shall not serve in any elected or appointed capacity in ISOC. None of the Committee members may be elected/selected as a Trustee in the year during which they sit on the Committee.
The Committee shall hold such meetings as the Chair of the Committee deems necessary. Two or more members of the Committee may call a special meeting of the Committee at any time.
IV. Responsibilities and Duties
The following shall be the principal recurring duties of the Committee in carrying out its responsibilities. These duties are intended as a guide, with the understanding that the Board may modify or supplement them as appropriate.
- Establish procedures for identifying a slate of qualified candidates for consideration and potenial election to the Board of Trustees, the slate to be approved by the Board;
- Establish selection criteria for prospective candidates for nomination;
- Advertise the nominations/petition process;
- Pro-actively solicit potential candidates for the nominations process;
- Name a slate of candidates for the member constituencies that are authorized to elect Trustees;
- Oversee the petitions process;
- Monitor the nominations and petitions processes and liaison with the Internet Architecture Board (“IAB”) to ensure that an individual is a candidate in no more than one constituency election at the same time; and
- Publicly announce the final candidate slate.
V. Authority and Resources
The Committee shall have the necessary authority and resources to discharge its responsibilities and duties. This shall include the authority to retain special counsel, experts, or consultants as the Committee deems appropriate. ISOC shall provide for appropriate funds as determined by the Committee for the payment of the fees and expenses of any such special counsel, experts, or consultants, as well as all ordinary administrative costs incurred by the Committee and its individual members that are necessary and appropriate in performing their duties.
VI. Annual Review
The Committee shall review, on at least an annual basis, (a) this Charter and the scope of the responsibilities and duties of this Committee, and (b) the Committee’s performance of its responsibilities and duties as set forth in this Charter. The Committee shall refer to the Board any proposed changes to this Charter for appropriate action.
VII. Availability of Charter
This Charter shall be made public by posting on the ISOC website.