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ISOC Document
Title: ISOC BoT Internal procedures
Author(s): F. Greisen
Date: 1994.03.09
Committee: ISOC BoT
Document:
Revision: 2
Supersedes:
Status: Draft
Maintainer:
Access: Unrestricted
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1 Board of Trustees meetings
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The basic working procedures for the BoT are defined in the ISOC By-laws.
These internal procedures provide additional rules for the preparation and
conduct of such meetings.
1.2 Agenda Items for Board of Trustees Meetings
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Any ISOC Board member may demand an item to be included on the agenda.
Items from other sources may be included at the discretion of the ISOC
President.
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
meeting. Agenda items and documents received after that date will only
be included at the discretion of the ISOC President.
The Agenda and documents for a meeting will be dispatched both by 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 agendas will contain the standing items:
* Minutes of last meeting and matters arising
* President's report
* Conference report
* Publication report
* Finance
* Elections if any
* Items submitted by members
1.3 Minutes of Board of Trustees Meetings
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The Secretary General shall produce minutes of a meeting as soon after
the meeting as possible. After approval by the ISOC President 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 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 that may prejudice ISOC contractual negotiations,
will be published as soon as the draft, respective final minutes are
available.
1.4 Content of minutes of Board of Trustees Meetings
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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.
1.5 Publication of minutes and papers of Board of Trustees Meetings
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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.
1.6 The Chairman of the Board of Trustees Meeting
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The Chairman of the meeting will be the ISOC President or in his absence
a Vice-President, or in their absence the Secretary, or in their absence
the Treasurer.
1.7 Closed sessions of the Board of Trustees Meetings
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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 closed to participants other than Board members.
2 Election procedures
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The following election procedures are to be followed at the ISOC Board
meeting when elections are required by the By-laws.
2.1 Officers to be elected
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* President
* Vice-presidents
* Treasurer
* Secretary
in this order.
2.3 Nominations
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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 sumbitted to the ISOC Ececutive Director.
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.
2.4 Voting
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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 shall 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 two candidates receiving the highest
numbers of votes will go to a new ballot, and a new vote will be called.
Voting will be by secret ballot. The ISOC Executive Director and a person
appointed by the Board will act as tellers.
3 Electronic distribution lists
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3.1 Board of Trustees
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Board members and ISOC staff may be members of the ISOC-BoT list.
The list shall be regarded as confidential.
3.2 Executive
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Executive members and the ISOC Executive Director may be members of the
ISOC-EXEC list.
The list shall be regarded as confidential.
4. Electronic voting
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In order to do business between meetings the following prodedures for
electronic voting have been decided.
4.1 Call for a vote
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Any trustee can at any time submit a proposal for electronic voting and
act as "Vote Administrator (VA)".
4.2 The proposal
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The VA poses the proposal to the Board of Trustees and gives a time
limit for initial comment (typically two weeks).
4.3 Amended proposals
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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 judgment of the VA, new information is emerging from the discus-
sions, the issue will be periodically restated with a new time limit
for response.
4.4 Closure for voting
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When it is the judgment 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.
4.5 Requirements
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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.).
4.6 Voting options
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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.
4.7 Results of a veto
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Upon a veto vote, the in-progress electronic vote is cancelled and
process reverts to the discussion stage or is referred to an in-person
meeting at the VA's discretion.
4.8 Change of vote
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Up until the time the VA has announced the result, any member may
change his vote, including a veto.
4.9 Result
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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.
4.10 Conditions for a positive vote
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A proposal is accepted if the majority of the members give a positive
vote. For decisions where a larger majority is required by the
ISOC by-laws, that rule will prevail.
4.11 Ratification
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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.
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