Chapters Advisory Council Charter

As amended by the Chapter Advisory Council and approved by Board Resolution 2021-03 on 10 February 2021

1. General

The Chapters Advisory Council of the Internet Society (“Chapters AC”) is the advisory body of the Internet Society (“ISOC”) representing its Chapters, as authorized in Article VIII, Section 2 of the ISOC By-laws.

The definition of “Chapters” is provided by Article IV of the ISOC Bylaws.

2. Purpose

2.1 The primary purpose of the Chapters AC shall be to channel and facilitate advice and recommendations to and from the President & CEO and Board of Trustees of the Internet Society in a bottom up manner, on any matters of concern or interest to the Chapters AC and ISOC Chapters. Such advice and recommendations may concern the policies, strategies and operations of ISOC, especially as they relate to the needs and priorities of Chapters and their members.

2.2 The Chapters AC shall stimulate and facilitate enhanced communications and collaboration between Chapters, Trustees, ISOC staff, and other members of the ISOC community.

2.3 Additionally, the Chapters AC may serve as the consultative body to the President & CEO and Trustees, in the case of disputes, complaints, or status changes related to Chapters.

3. Participation

3.1 Each Chapter in good standing may appoint one delegate to the Chapters AC in accordance with its own By-Laws and/or selection procedures. Chapters are expected to implement appropriate and explicit processes and policies to perform these appointments.

3.2 The President & CEO of ISOC (or his/her designate) and the ISOC staff member in charge of Chapter activities shall serve as ex­officio non-voting participants in the Chapter AC.

3.3 A delegate may be removed by the Chapter that appointed him/her (through the Chapter’s own explicit By-Laws and/or procedures), or by a two-­thirds vote of the total Chapters delegates to the Chapters AC, after notice and an opportunity to respond, within the next fifteen (15) calendar days.

4. Officers

4.1 The officers of the Chapters AC shall consist of

  • A Chair;
  • A Vice­ Chair; and
  • A Secretary.

The officers will be elected by the Steering Committee from amongst its members for a one­-year term, once the Steering Committee is confirmed at the Chapters AC Annual Meeting. An officer may serve up to five consecutive one­-year terms. The Steering Committee shall have the power to remove an officer in accordance with the Chapters AC’s rules and procedures created under Section 8.2 of the Charter (the “Rules and Procedures”).

4.2 The Chair shall serve as principal officer of the Chapters AC, and is the primary liaison from the Chapters AC to ISOC staff and other communities. The Chair shall preside over the Annual Meeting and other meetings of the Chapters AC, The Chair is charged with the development of agendas for meetings, supervision of running the meetings in accordance with the Rules and Procedures and is enforcing the provisions of organizational rules and procedures.

4.3 The Vice­ Chair shall assist the Chair in his/her duties and, in the event of absence of the Chair, the Vice Chair will assume his/her duties. The selection of Chair and Vice ­Chair should, when possible, respect regional diversity.

4.4 The Secretary will act as custodian for Chapters AC and Steering Committee documents, is responsible for the scheduling and operation of the Annual Meeting as well as other Chapters AC meetings as required and is also in charge of the maintenance of the Minutes.

5. Steering Committee

5.1 A Steering Committee will consist of nine (9) members elected or appointed from amongst the Chapter delegates. The Chapter delegates shall have the power to remove a member in accordance with the Rules and Procedures.

5.2 The Steering Committee’s duties include:

  • Selecting Officers;
  • Supervising the development and approval by the Chapter AC of all advice and recommendations;
  • Managing all Sub­committees;
  • Assisting with the duties of the Officers as required; and
  • Adopting and maintaining the Rules and Procedures for the operation of the Chapters AC, the Steering Committee, and Sub­committees.

5.3 The Steering Committee shall exercise the powers of the Chapters AC between meetings of the Chapters AC, except with respect to significant policy matters, which shall be reserved for final action by the Chapters AC.

5.4 The Steering Committee shall be selected by vote of the Chapter delegates in a process to be established within the Rules and Procedures and concluded at the Annual Meeting.

5.5 The composition of the Steering Committee shall respect the principles of geographical diversity and language diversity. Any election process must ensure that the Steering Committee includes at least one resident of each of the six (6) ISOC global regions:

  • Africa;
  • Asia/Australasia/Pacific;
  • Europe;
  • Latin America and Caribbean;
  • Middle East; and
  • North America.

If this requirement is not met because of a resignation, the Steering Committee shall select another appropriate Chapters AC delegate to complete the term.

5.6 If after the election process a region does not have any elected candidate, an additional non-geographical candidate based on the results of the voting process will be elected in place of the mission region representative.

6. Subcommittees

6.1 The Steering Committee may establish (and discontinue) Sub­committees in order to facilitate the Chapters in fulfilling their objectives and to encourage better collaboration and communications between Chapters. These Sub­committees may include ­­ but are not limited to ­­ dispute resolution, collaboration between Chapters, capacity building, and advising with respect to status change of Chapters.

6.2 The Steering Committee will appoint and may remove the Chairs of Subcommittees in accordance with the Rules and Procedures.

6.3 Participation in Sub­committees is open to all Chapter delegates to the Chapters AC. At the discretion of each Sub­committee Chair, participation may be extended to other members of the ISOC community, including staff and individual Members.

6.4 Chairs of Sub­committees are responsible for their operation consistent with the Rules and Procedures. They are the primary liaison from the Sub­committees to the Steering Committee and the Chapters AC. Subcommittees should maintain their own charters and report from time to time to the Steering Committee on their status and progress.

7. Meetings

7.1 The Chapters AC shall meet at least three times per year, including the Annual Meeting.

7.2 The Steering Committee shall designate one meeting per year as the Chapters AC Annual Meeting and determine the time, date and location (if applicable) of all Chapters AC meetings. A Chapters AC meeting may also be called by petition either by the President & CEO of ISOC, by the Chair of the Board of Trustees of ISOC, or by ten (10) Chapters in good standing.

7.3 The Chapters AC meetings including the Annual Meeting shall be held in person and/or by any means of electronic communication, by which all persons participating in the meeting are able to communicate simultaneously and interactively with one another and hear one another. Participation via electronic communication shall constitute presence in person at the meeting

7.4 The selection of members of the Steering Committee by Chapter delegates to the Chapters AC pursuant to Section 5.4 shall be concluded at the Annual Meeting of the Chapters AC.

7.5 The Chapters AC, the Steering Committee and Sub­committees shall normally take decisions by consensus among participants. Formal votes, which shall be by a majority of those present at the meeting, are only to be used if rough consensus cannot be reached after reasonable effort.

7.6 Adequate in advance written notice of meetings (by any means of electronic communication) shall be provided for all meetings of the Chapters AC, the Steering Committee, and Subcommittees in accordance with the Chapters AC Rules and Procedures.

7.7 At all meetings of the Chapters AC Steering Committee and Subcommittees, a simple majority of the total number of members then in office shall constitute a quorum. For all meetings of the Chapters AC, the quorum shall be the one defined in the Chapters AC Rules and Procedures.

8. Resources

8.1 As an ISOC body described in Article VIII, Section 2 of its By-Laws, ISOC will provide appropriate resources for supporting the functions of the Chapters AC.

8.2 The Chapters AC will adopt and maintain written rules and procedures necessary or appropriate for the operation of the Chapters AC (the Rules and Procedures). These rules and procedures may include (but are not limited to) meetings, elections and decision-­making processes.

8.3 The Chapters AC, the Steering Committee, or the Subcommittees shall not have authority to speak for ISOC, to bind ISOC, or to incur obligations on ISOC’s behalf.

9. Language and Accessibility

The primary language for meetings and documents of the Chapters AC and Steering Committee is English. However, in order to maximize accessibility and participation from a global network of Chapters, ISOC and the Chapter AC will make every effort to provide appropriate translations, interpretations and accessibility tools.

10. Amendment

Subject to final approval by the ISOC Board of Trustees, this Charter may be amended at a regular or special Chapters AC meeting by a vote of two-thirds of the total Chapters AC delegates, provided that the proposed amendment has been made in writing and submitted to the Chapters AC delegates by the Secretary thirty (30) days in advance of the said vote. Such a vote can be conducted either during a regular or special Chapters AC meeting, or through a specific electronic vote conducted over a period of ten (10) days.

Note: We are currently working on Spanish and French translations of the Charter, more information coming soon.