Selection Procedures for Internet Society Board-Appointed Trustees

Overview & Purpose

These procedures outline the process for selecting a board-appointed trustee in accordance with Article II Section 1(d) of the Amended and restated By-Laws of the Internet Society. That section permits the appointment of up to three (3) trustees by a two third majority vote of the trustees then in office. However, it should be noted that the board is not required to appoint any of those seats in any given year and those seats may remain vacant.

As a high-level governing document, the Bylaws do not address specifics in terms of processes and procedures related to the selection and appointment of board-appointed trustees. This document has been developed to provide standard operating procedures for when the board decides to appoint a board-appointed trustee.

1. Initial Board Action

1.1. In rare cases, the ISOC Board of Trustees may supplement its current membership in order to meet a pressing need for certain skills or missing perspectives. In that case, a board member may request that the board consider an appointment in extraordinary circumstances, examples of which include but are not limited to:

• a board where no trustee can read and/or understand a balance sheet;
• a board where every member comes from one country; and/or
• a board with a significant reduction in gender diversity.

1.2. Following board identification and discussion of the anticipated need, the board will conduct a formal vote in order to move forward with the recruitment and selection process for a board-appointed trustee.

1.3. Any trustee who wishes to be considered for appointment shall recuse themselves from the vote.

1.4. Voting will be conducted via secret ballot. A two third majority vote of trustees then in office, excepting any trustees recused from voting, is required to proceed with the recruitment and selection process.

2. Governance Committee Management of the Process

2.1. If the board votes in favor of proceeding with the recruitment and selection process to appoint a board-appointed trustee, the Governance Committee, per their charter, is tasked with managing the process.

More specifically, the charter states that the Governance Committee: will identify candidates using the Skills Matrix; conduct the recruitment process (with the board’s input and direction); and present the final candidate for the board’s approval and vote. Like the Bylaws, the charter identifies high-level responsibilities of the committee but does not provide specifics on how the committee will achieve those responsibilities.

The remaining content in this document outlines the processes and procedures for the identification, selection, and appointment of a board-appointed trustee.

3. Candidate Identification and Recruitment

If the board votes to proceed with filling a board-appointed trustee seat, all candidates (new or existing) will be expected to follow the same process.

3.1. The Governance Committee shall publicly disclose the board’s decision and rationale to appoint a board-appointed trustee.

3.2. The Governance Committee will work with a professional search firm. Together, they will determine the best process for the search, which may or may not include a public call. If it is determined that a public call is preferrable, the professional search firm shall manage that in its entirety. The professional search firm also will manage candidate identification and recruitment.

3.3. The professional search firm will require that all candidates go through the same thorough selection process as all other candidates in other categories. To that end, candidates under consideration by the professional search firm will be asked to submit, at the very least, the following:

• Current resume or CV.
• Statement of Interest addressing selection criteria.
• References.
• Completed Conflict of Interest Disclosure Form.

4. Reappointment Eligibility

4.1. Per Bylaws Article II. Section 2., trustees may not be elected or appointed to more than two consecutive terms. Board-appointed trustees are eligible to serve two terms; however, there is no automatic right to reappointment as a board-appointed trustee.

4.2. Board-appointed trustees are appointed for one term only in order to fulfill a specific, extraordinary need. If the board identifies an extraordinary need that makes a board-appointed trustee eligible for a second term, the board-appointed trustee must follow the provisions outlined in Section 3. of this document. Board-appointed trustees being considered for a second term must meet the requirements as identified in the candidate profile.

4.3. Board-appointed trustees who wish to serve a second term may consider running in the standard elections processes. Nothing in this document prevents a board-appointed trustee from standing in the Chapters or Organization Members election or seeking appointment through the IAB process.

5. Candidate Evaluation, Selection and Recommendation

5.1. For all candidates, the Governance Committee, with the support of the professional search firm, shall:

• Screen all applicants against the established criteria.
• Conduct interviews with qualified candidates.
• Perform reference and background checks as appropriate.
• Evaluate candidates against the Skills Matrix.
• Assess potential conflicts of interest.

5.2. The Governance Committee shall select one finalist per open seat based on the evaluation process.

5.3. For the finalist, the Governance Committee shall prepare a recommendation package for the board that shall include:

• Candidate’s qualifications mapped to the Skills Matrix.
• Assessment of how the candidate addresses identified board gaps.
• Summary of interview findings and reference checks.
• Statement of alignment with ISOC’s mission and values.

5.4. The Governance Committee shall then present their recommendation to the board.

6. Board Consideration and Vote

6.1. The Board of Trustees shall:

• Review the Governance Committee’s recommendation.
• Discuss the candidate’s qualifications in Closed Executive Session.
• Vote on the appointment, requiring a supermajority as specified in Bylaws Article II. Section 1.(d).

6.2. Any trustee being considered for appointment shall recuse themselves from discussions and voting on their appointment.

7. Timeline

7.1. The timeline should generally follow the established Elections Timetable developed each year for the Board of Trustee elections.

7.2. Once the full set of the incoming trustees is known as the result of the elections and appointments, the board may determine to supplement its current membership to meet a pressing need for certain skills or missing perspectives. If the board votes in favor of proceeding, in line with Section 1.2 of this document, the Governance Committee will run a recruitment process with the assistance of a professional search firm.

7.3. A formal board vote must occur before the Annual General Meeting in order for the candidate to take their seat at the Annual General Meeting that year.

7.4. A sample timeline is attached in Exhibit A.

8. Confidentiality

8.1. All participants in the selection process shall maintain strict confidentiality regarding candidates and deliberations.

8.2. Candidates shall be informed about how their information will be used and shared during the process.

9. Review and Amendment

9.1. These procedures shall be reviewed by the Governance Committee as necessary.

9.2. Amendments to these procedures require approval by the Board of Trustees.

Exhibit A – Sample Timeline