ISOC Document Title: ISOC BoT Internal Procedures Author(s): F. Greisen Date: 1996.06.17 Committee: BoT Document: 96-xxx Revision: 3 Supersedes: Status: Adopted Maintainer: Access: Unrestricted
The basic working procedures for the BoT are defined in the ISOC By-Laws. These internal procedures provide additional roles for the preparation and conduct of such meetings.
Any ISOC Board member may demand an item to be included in the agenda. Items from other sources may be included at the discretion of the ISOC Chairman.
Where a decision is requested a written proposal must be supplied either on paper or electronically.
Agenda items and documents for inclusion in those items must be in the hands of the ISOC Secretariat at least four weeks before the meetings. Agenda items and documents received after that date will only be included at the discretion of the ISOC Chairman.
The Agenda and documents or a meeting will be dispatched by both post and by electronic mail to all ISOC Trustees and ISOC staff members taking part in the meeting three weeks before the meeting.
Unless otherwise marked the agenda and all documents are in the public domain.
The agenda will contain the standing items:
The Secretary General shall produce minutes of a meeting as soon after the meeting as possible. After approval by the ISOC Chairman the minutes shall be circulated electronically to the ISOC-BoT list for correction. Normally, this circulation should take place no later than two weeks after the meeting. Three weeks after circulation and after any corrections to the minutes will be frozen as "draft". The minutes will be approved at the subsequent Board of Trustees meeting.
Reports of the meeting based on the minutes, but excluding any personal matters or matters which may prejudice ISOC contractual negotiations, will be published as soon as the draft, respective final minutes are available.
Minutes will normally consist of a record of the decisions taken by the Board of Trustees and comments explicitly requested by members for inclusion. The minutes will contain an action list with names responsible for the actions.
All minutes and papers will be catalogued and held electronically, where this is possible, in a suitable database. Access to all papers, except those deemed to be confidential by the Board of Trustees, will be freely available.
Where possible papers will be drawn up in accordance with ISOC1.1993, Guidelines for the production of ISOC documents.
The Chairman of the meeting will be the ISOC Chairman of the Board or in his absence the ISOC President or n his absence a Vice-President, or in their absence the Secretary, or in their absence the Treasurer.
When an item to be discussed is likely to result in the disclosure of financial, personal or other sensitive information, which may prejudice ISOC contractual negotiations, it is at the discretion of the Board to declare the session close to participants other than Board members.
The following election procedures are to be followed at the ISOC Board meeting when elections are required by the By-Laws.
Nominations must be from a Trustee in writing or by electronic mail.
Nominations will close immediately before the agenda item for the election. Nominations must be submitted to the ISOC staff in charge of the meeting. A nomination will only be valid if the candidate declares in writing or by electronic mail that he/she is willing to take office if elected.
A candidate who fails to be elected for a post may be nominated for a subsequent post.
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. A simple majority will elect one candidate. In the event of a tie, the chairman of the meeting will have the tie-breaking vote.
If there are more than two candidates, and if no candidate has an absolute majority of votes cast then the candidates receiving the highest number of votes will go to a new ballot, and a new vote will be called.
Voting will be by secret ballot. The ISOC staff and a person appointed by the Board will act as tellers.
Board members, observers appointed by the ISOC Advisory Council, Officers and members of ISOC staff may be members of the ISOC-BoT list.
The list shall be regarded as confidential.
Executive members and the ISOC President/CEO may be members of the ISOC-EXEC list.
The list shall be regarded as confidential.
In order to do business between meetings the following procedures for electronic voting have been decided.
Any Trustee can at any time submit a proposal for electronic voting and act as "Vote Administrator (VA)".
The VA poses the proposal to the Board of Trustees and gives a time limit for initial comment (typically two weeks).
At the close of that limit, or more frequently if comments are substantial, the VA recasts the proposal in light of what he sees as an emerging consensus and items for continuing discussion. As long as, in the judgement of the VA, new information is emerging from the discussions, the issue will be periodically restated with a new time limit for response.
When it is the judgement of the VA that further discussion on the issue is not meaningful, or at the request of a trustee, the proposal is called for electronic voting with a dead-line for voting. Votes must be sent to the BoT list so that all trustees can audit the outcome.
For an electronic vote to be conclusive, the vote of the majority of the trustees must be received. It is up to the VA to make sure that the majority votes (this may require phone calls, etc.).
The electronic voting options are: Yes/No/Abstention/Veto. The veto option is to be selected by a trustee if he determines that the issue has not been vetted to his satisfaction and therefore wishes to reopen discussion.
Upon a veto, the in-progress electronic vote is cancelled and the process reverts to the discussion stage or is referred to an in-person meeting at the VA's discretion.
Up to the time the VA has announced the result, any member may change his vote, including a veto.
Upon resolution of an electronic vote (closure or referral to an in-person meeting), the VA will state the issue and the result to the ISOC General Secretary for recording in the relevant minutes.
A proposal is accepted if the majority of the trustees give a positive vote. For decisions where a larger majority is required by the ISOC By-Laws, that rule will prevail.
Decisions will be placed on the agenda of the next Board of Trustees meeting for ratification, unless the unanimous written consent of the Trustees has been obtained. Unless unanimous written consent is obtained the electronic vote has no binding force and no consequent irreversible actions can be taken by the Society.