Governance Committee Charter
As adopted May, 10 2023
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
No members of the Governance Committee may serve on the Nominations Committee; however, they are eligible to serve on the Elections Committee. Trustees standing for re-election in any given year may serve on the Governance Committee.
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:
Governance and Policies
- 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.
Board and Committee Composition and Succession Planning
- Develop and maintain the board matrix (a chart that reflects the various perspectives, experiences, skills, diversity, etc. of current board members and helps identify the future needs of the organization).
- Each year, use the board matrix to assess the needs of the Board and draft the Guidelines to the Nominations Committee to help inform the Nominations Committee’s work in establishing selection criteria for prospective candidates for nominations.
- Oversee board succession planning and make recommendations to the Board regarding committee composition and officer roles.
Board-Appointed Trustee Process
- Under Article II Section 1. (d) of the Amended and Restated Bylaws of the Internet Society, when the board decides to appoint a trustee, the Governance Committee is tasked with facilitating that process.
- Using the matrix, the Governance Committee will identify candidates for Board membership for the Board-appointed trustee positions.
- With the Board’s input and direction, the Governance Committee will conduct the recruitment process.
- The Governance Committee will present the final candidate for the Board’s approval and vote.
Education and Effectiveness
- Oversee the orientation, training and mentoring of new Trustees.
- Oversee the ongoing education and training of the Board at large on an as needed basis.
- 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.