Resolutions of Board Meeting No. 22

Resolutions Passed at the Board Meeting No. 22
10 December 2000.

Resolution 2000-17: ISOC Board of Trustees Internal Procedures for Officers of the Board of Trustees.
RESOLVED, that the Board of Trustees adopts the following process in relation to the election of Officers of the Board of Trustees.

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.

1. Structure of the Society

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.

2. 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.

3. 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.

4. 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.

5. Statutory Officers to be Elected

The following statutory positions shall be elected, in the following order:

• Chair
• Treasurer
• Secretary

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

Resolution 2000-18: 2001 Trustee Elections Timetable
RESOLVED, that in conformance with the adopted procedure for the election of Trustees, the following schedule is to be used for the 2001 Trustee elections:

13 November, 2000	Call for Nominations Posted
13 November, 2000	Nominations Period Opens
18 December, 2000	Nominations Period Closes
5 January, 2001	Nominated Candidates Announced
5 January, 2001	Petition period Opens
5 February, 2001	Petition Period Closes
5 February, 2001	Membership Roll of Voters Closes
12 February, 2001	Candidate Announcement
19 February, 2001	Ballots posted to members
19 February, 2001	Election Period Commences
23 April, 2001	Election Date
30 April, 2001	Vote certification and announcement
30 April, 2001	Challenge Period Opens
14 May, 2001	Challenge period closes
3 June, 2001	Challenge Response Date
3 June, 2001	Confirmation of Election Results
4 June, 2001	Annual General Meeting of the Board of Trustees

Resolution 2000-19: Trustee Elections Procedures
RESOLVED, that the adopted Procedure for Elections of Trustees be amended to read:

Eligibility to Vote

All individual members of the Society in good standing are eligible to vote. An 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 final day for filing of Petitions.

Ballot

The Trustee election shall be conducted by written ballot of the individual members, which shall be mailed to each member of the Society listed in the membership roll of eligible voters.

Resolution 2000-20: Platinum Level Organizational Membership
RESOLVED, that the Board of Trustees approve the establishment of a Platinum Organizational Membership category, which allows the due accreditation of the organizational member in supporting ISOC, for an annual membership fee of USD 100,000 partly designated in support of specific activities.

Resolution 2000-21: Appointment of ISOC Vice-Presidents
RESOLVED, that the Board of Trustees approve the appointment of the following Vice-Presidents of ISOC for 2001:

Chapters – Tomaz Kalin
Conferences – Richard Perlman
Education – George Sadowsky
Individual Membership – Mike Todd
Public Policy – David Maher
Publications – Nick Trio
Standards – Scott Bradner
Organization Membership – Tony Yustein

Resolution 2000-22: Appointment of Chair of ISTF
RESOLVED, that the Board of Trustees appoint Christine Maxwell to be chair of the Internet Societal Task Force and its Internet Societal Task Force Steering Group (ISSG) for an initial term of one year, renewable annually for a maximum cumulative term of three years.

Resolution 2000-23: ISSG Procedures for Nomination of ISSG and ISTF Chair
RESOLVED, that the Board of Trustees direct the Internet Societal Task Force Steering Group (ISSG) to develop and propose to the Board of Trustees nomination procedures for the combined chair of the Internet Societal Task Force Steering Group and the INternet Societal Task Force.

Resolution 2000-24: Amendments to the By Laws concerning Terms of Office of Officers of the Society
RESOLVED, to amend the By laws as follows:

A. Append to Article III, Section 3 the following:

With the exception of the roles of Chairman, President, Treasurer and Secretary, officer roles shall be explicitly renewed by the affirmative vote of at least a majority of the members of the Board of Trustees then in office, on an annual basis. Those roles that are not renewed by this means shall be deemed to have lapsed, and the term of office of the incumbent office holder shall be deemed not to be renewed.

B. Amend Article III, Section 7 to read:

Section 7.

Except for the President, who will hold office until the expiration of the contract or may be removed as provided below, the officers of the Society shall hold office for a period of one year. The period of office may be renewed each year by a simple majority affirmative vote of the Trustees at the expiration of the term. Any officer of the Society may be removed prior to the expiration of the term of office 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 judgement the best interests of the Society shall 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 2000-25: Expression of appreciation to Vint Cerf
RESOLVED, that the Board of Trustees expresses its profound gratitude to Vint Cerf for his generous donations to ISOC.

Resolution 2000-26: Expression of appreciation to Don Heath
RESOLVED, that the Board of Trustees expresses its appreciation to Don Heath in recognition of his service to ISOC in the role of President and Chief Executive Officer since March 1996, noting that his term of office represented 28 Internet years of energy and dedication in serving ISOC and the Internet community.

Resolution 2000-27: ISOC 2001 Budget
RESOLVED, that the Board of Trustees adopts a budget forISOC 2001 which proposes expenditure of a total of USD 2.55M and revenue of USD 2.88M .

Resolution 2000-28: INET 2002
RESOLVED, to request the Vice President of Conferences to organize for INET 2002 a working conference centred on the activities of the Society, and report to the Board by 1 March 2001.

Resolution 2000-29: In appreciation of Vint Cerf
RESOLVED, to express the gratitude of the Board to Vint Cerf in recognition of his efforts in initiating the Internet Societal Task Force and his energetic efforts in his role as the initial chair of this body.

Resolution 2000-30: In appreciation of Christine Maxwell
RESOLVED, to express the gratitude of the Board to Christine Maxwell in recognition of her efforts in concluding an NGO relationship with UNESCO for ISOC.