Board of Trustees Committee Charters

Governance Committee Charter

As adopted June 3, 2017

The ISOC Governance 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. 

I. Purpose

The purpose of the Committee is to help ensure that the Board governance system of ISOC performs well and in a manner consistent with ISOC’s governing documents and policies; to review and recommend changes to ISOC’s governing documents as appropriate and oversee implementation of such changes; and to aid in the governance of ISOC by addressing other general governance issues of the Board. 

II. Composition

The Committee shall consist of a set Trustees appointed by the Board. The President shall serve as ex officio member of the Committee. Only voting Trustees can vote in the Committee, which shall include at least three voting trustees (including ex officio members who are voting Trustees). The Chair of the Committee shall be appointed by the Board.

III. Special Conflict of Interest Rules

None. 

IV. Meetings

The Committee shall meet at least annually or more frequently as circumstances dictate. 

V. 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: 

  • Review from time to time the governing documents of ISOC and recommend proposed changes to the Board for approval; oversee implementation of any Board-approved changes in ISOC’s governing documents or governance structure.
  • Review and make recommendations to the Board from time to time regarding the size of the Board and the Board Committee structure, including the establishment of any new standing, special or other committees of the Board and any new Board-appointed committees, advisory councils or other bodies as deemed appropriate.
  • Recommend to the Board the responsibilities of the Board Committees, including each Committee’s structure, operations and authority to delegate to subcommittees.
  • Review and recommend to the Board policies or revisions to policies for the corporate governance of ISOC which are informed by best practices to improve ISOC operations in support of its mission.
  • Coordinate and oversee the annual self-evaluation of the role and performance of the Board and Board Committees; make recommendations to the Board and Board Committees based on feedback from such evaluation.
  • Oversee, coordinate, and delegate to management appropriate responsibilities relating to the orientation, training and mentoring of new Trustees and the continuing education and training of existing Trustees, which training shall include the appropriate delineation of the role of the Board and the role of management.