Minutes of Board Meeting No. 30

16 – 17 Nov 2002, Atlanta, GA, United States

Author(s): C. Huitema
Date: 2002-11-17/18
Committee: BOT
Document: 00-30
Revision: 0
Supersedes:
Status: Unconfirmed
Maintainer:
Access: Unrestricted

Minutes taken by Christian Huitema.

The following members of the board of trustees attended the meeting in person:

Fred Baker
Brian Carpenter
Rosa Delgado
Östen Frånberg
Barbara Fraser
Alan Greenberg
Don Heath
Erik Huizer
Latif Ladid
Veni Markovski
Kees Neggers
Wawa Ngenge
Glenn Ricart
George Sadowsky
Lynn St-Amour
Philippe Courtot and Toshio Miki were excused.

I. Introduction

Fred Baker welcomes the participants, and asks for potential additions to the meeting’s agenda. At Alan’s request, the trustees agree to debate the perceived lack of board participation.

II. Approval of the minutes of the 28th meeting

The minutes of the 28th meeting held June 18 are approved.

III. Approval of past resolutions

Four resolutions were approved by electronic votes, and must be confirmed at this face to face meeting.

Resolution 2-16 is approved unanimously:

Resolution 02-16. Thanking the organizers of INET 2002
RESOLVED, that the Board of Trustees records its gratitude to those who made the INET2002 Conference a success in unusually difficult circumstances, namely Richard Perlman, Mike Nelson, Alejandro Pisanty, Hans Klein, and Francois Fluckiger, with special thanks to Riina Reinumagi for her exceptional work in not only managing all the speakers and presentations, but also for helping create an online conference program management system that now belongs to ISOC; and notes its gratitude for the hard work of the Foretec conference staff which made this conference possible.

Resolution 2-17 is approved by 13 yes, while Erik abstains:

Resolution 02-17. Election Revision Committee
RESOLVED, that an Election Revision Committee be approved composed of Alan Greenberg (chair), Brian Carpenter, Barbara Fraser, and Richard Perlman, with Erik Huizer and George Sadowsky as non-voting members. The committee will report back to the Board in a timely manner to ensure that new procedures are approved prior to or at the November 2002 Board of Trustees meeting. Furthermore, to the extent possible, issues relating to the Nominations Committee will be discussed early with the intent of securing Board approval in principle as soon as possible and with due haste.

Resolution 2-18 is approved by 12 yes, while Erik and Wawa abstain:

Resolution 02-18. No direct election of Trustees by Individual Members in 2003
RESOLVED, that there will be no direct election of Trustees by Individual Members in 2003. However, the Board wishes to retain the direct election of some Trustees by Individual Members, and will investigate alternative approaches with the goal of reinstating such a process in 2004.

Resolution 2-19 is approved by 13 yes, while Wawa abstains:

Resolution 02-19. Revision of Trustees Selection procedure
RESOLVED, that the Board accept the recommendations of the Election Revision Committee for the revision of the ISOC “Procedures for Selecting Trustees”.

The text of the Committee recommendations is appended in appendix A.

IV. Lack of board participation

Alan mentions his concerns with the lack of participation to the board discussion: sparse e-mail exchanges, spotty participation to votes. Glenn is less worried: we don’t want to micro-manage committees and staff; it is fine to not devote time to detailed issues, e.g. those handled by the election committee. Brian as past chairman, observed active participation in executive committee, much less in the board at large; on the other hand, the board should focus on key issues, which does not necessarily requires high volume of exchanges. Barbara points out that the volume of e-mail increases when there is a controversy; when we have consensus, there is less incentive to exchange mail. For Latif, we are an introvert society, with a large fraction of the exchanges concerned with internal organization. Fred supposes that there may be cultural issues.

On a related point, Erik asks why we have so many e-mail lists. There are in fact two main lists, the trustees list that only includes trustees, the lawyers and the secretary; and the board list that is extended to officers. Richard Perlman asks whether there is a reason to conduct business on a private list; for him, listening to random messages may be boring, but “democracy is boring.” The explanation is that the “trustees” list is mostly used for the equivalent of an executive session.

V. PRESIDENT & CEO’s REPORT – L. St.Amour

We have implemented the new governance model, implemented a conflict of interest policy, and reviewed the fiduciaries obligation of trustees. The new (free) membership model resulted in a significant membership growth, to 13,000 members to date. Kees asks: what kind of new members; Lynn: we rely on chapters for the servicing of these members; however, 3700 are not affiliated with any chapter; this number is actually slowly decreasing in absolute value, fast decreasing in percentage of total membership. We are also developing a code of conduct for the members.

ISOC placed a bid for management of the .ORG domain; that bid has been accepted, but the contract is not yet finalized with ICANN; it will have to be approved by the US-DOC. We chartered and launched the PIR organization.

The fundraising task force has started its work, albeit very slowly. This has resulted in a new platinum member, Qualys, supporting the education program. We are increasing our efforts on “sponsoring” programs or projects, e.g. education projects, a “hall of fame” project, and “security” projects. These projects will be reviewed by e-mail by the board as appropriate.

We are working to upgrade our “individual members” initiative. Under the new individual membership model (e.g. free Global membership),we now have 127 paying members who have joined at the higher levels of membership, compared to 207 last year under the old model. We are focusing on increasing the value proposition to members and we need a professional structure to grow the chapters; in particular, we need to evolve from the current structure, in which chapter are defined largely by whoever happens to be the founding members. We also need to find a place in the structure for regional coordination councils.

On public policy, we have identified the key areas in which ISOC need to be active and vocal; however, this has progressed slowly. The board should be aware that David Maher is resigning as VP of Public Policy, following his nomination to the board of PIR. Brian opines that we should be careful to choose a new VP who is starting from neutral positions, in order to avoid polarization. We have prepared several member briefings, and several press releases. Alan: do we track the number of publications who pick our press releases? Brian: this has value, but it is a very expensive professional service.

We have chartered a publication task force during the last Board meeting, but it took some time to get started. We have added a publication section to the ISOC web site, which includes member briefings, G. Huston’s/Telstar’s “Internet report”, invited papers from IEEE Communication society, data about the Internet History which will be upgraded and other soon to be launched features such as an ISP column. Rosa: we need information in several languages, e.g. Spanish and French, in particular Internet statistics. Lynn: we don’t have actual statistics, just pointers to them; we could study the possibility to republish some data but we would have to find volunteers for publication in other languages. Barbara: we should identify available content, rather than just creating our own.

A task force has prepared a report on conferences that will be discussed later.

We will have a detailed presentation of the .ORG bid later. The process has been marked by significant delays. We don’t have a signed contract yet, which prohibits PIR from hiring staff; the load has to be picked up by the ISOC staff. Many contracts have had to be negotiated, involving 3 or 4 parties: ISOC, PIR, Affilias, ICANN, DoC. We are committed, and the paperwork simply needs to catch up with us. Operation will start January 1, 2003. Kees observes that Lynn is spending money on the .ORG operation start without a mandate from the board; we were expecting start up expenses to be financed by Affilias or covered by our loan agreement; Lynn responds that all out-of pocket expenses are being covered by Afilias or the loan agreement and we clearly have to support the start-up given the delay in ICANN with regards to signing the contracts; apart from her time, for which specific negotiations are underway, expenses will be later reimbursed by Affilias or PIR.

VI. 2002 FINANCIALS and 2003 BUDGET – L. St.Amour

Lynn presents the September financials, which were already presented to the trustees by e-mail. Year-to-date, we have a $261K loss, which will be partially compensated by the arrival of Platinum revenues in the last months of the year. There are questions about the continuation of the Platinum program: it was an exceptional program, to bring ISOC back to a stable situation; we cannot expect this program to continue indefinitely.

The projection of organizational member revenues shows end-of-year revenues of $1300K to $1400 (including Platinum membership revenues); this can be used as a prediction of revenues for next year. Barbara asks whether we know the average drop of revenues from existing members, year to year; Lynn observes that, if we normalize the revenues by removing the exceptional Platinum program, the organizational member revenues stabilize at around $1.1M per year.

Projecting to the end of the year, we foresee revenues for 2002 of $1.629M, expenses of $1.79M, and a loss of $161K. This assumes that $100K of PIR startup expenses will be reimbursed, otherwise the loss would be $261K. The budget variance is ($28K) for organization revenues, ($243K) for Platinum revenues, loss of the ThinkQuest program, a small loss in the NDSS conferences, somewhat compensated by unexpected miscellaneous revenues. The RFC editor is slightly underspending, at ISI’s initiative; additional expenses are INET-02, fundraising staff, and some G&A expenses.

We met our sponsorship requirement for INET 2002, but at the expense of significant staff involvement; we will end up with $160K of staff and miscellaneous expenses, which is hardly compensated by $15K of revenue. We show that we have a 50% rate of overhead in this sponsorship operation.

NDSS 2002 will just break even, with projected net revenue of $0.5K.

Lynn presents a first draft of the 2003 budget. The 2003 budget calls for $2M of expenses, including $325K for PIR education activities, $1.2M for standards, $260K for education, and $270K for public policy. She expects to present the final proposed budget later, in December. Kees objects: given our difficult financial position, we need to have a very conservative budget, and we need to have it discussed in the board. There are speculative lines in the budget, e.g. program that will only be started if a sponsor is found. A problem in the presentation is that it fails to recognize the “fixed cost” nature of some G&A items. A general advice of the board is to present the budget as two parts: activities that we commit to do, which should be funded through known revenues minus fixed costs, and conditional activities, depending on the occurrence of incremental revenues.

The governance cost (board meetings, etc.) is $56,500. The total G&A before salaries is $372K, which will be reduced by $41K when we sublet some space to PIR. Adding governance costs and “G&A” salaries (accounting, etc.), we get a total G&A of $561K. Barbara observes that we are operating in one of the most expensive real-estate markets in the US; we might want to consider moving to a lower cost area. Brian suggests that cost cutting measures should be discussed in an executive session; this is agreed.

VII. STRATEGIC REVIEW

Fred presents the objective of the strategic session.

A. Mission and Objectives and key activities – L. St.Amour
As an introduction to the strategic review, Lynn recalls ISOC’s mission. The principle purpose of ISOC is to maintain and extend the development of the Internet – these objectives are stated on the ISOC web page.

Lynn believes that if we had enough staff to seed some efforts, then we might be able to start self funding new activities, e.g. in the education pillar. Starting these efforts would require either more staff, which is not compatible with budget, or more volunteer involvement, e.g. from board and officers.

B. Brainstorming session 
Glenn suggests that we follow a classic approach: look back at what we did right, look forward at the coming risks, and then look at the changes that need to be made. Glenn asks board members to put up their thoughts on what we did right on paper. While these are collected, we discuss the risks facing ISOC. For Fred, we are competing with many other organizations in the same place, without a clear differentiation. Wawa notes that the developing countries workshop gave us a lot of credibility in these countries, but we are not “nurturing” this asset; for example, we are not getting linked with the follow-on work organized in Africa. Glenn points out the financial risk by looking at the history of deficits since 1999; other obvious risks are the lack of revenues from INET, the lack of a budget for 2003, the difficulty in fundraising in the current economic climate, relations with our members that are sometimes perceived as weak, and lack of board activity. Glenn presents a break down of the ISOC budget that roughly shows 1/3 overhead, and 1/3 IETF activities; the rest is split between ISOC/PIR education activities and miscellaneous. Alan mentions that we have a lot of good will because of what we did in the past, but that the good will is running out. Barbara shows that there is almost no link between this good will and income to ISOC that would let us pursue these activities. Another risk is the lack of critical mass: our budgets are small, compared to that of other organizations.

Votes on the most important issues:

• Lack of execution on our core purpose 13
• Budget issues 13
• Organizational members don’t see value to them 7
• Relation with our members 7
• Goodwill 6
• Democratic process 4
• Board engagement 3
• Lack of critical mass 3

So what are going to do about it?

Organization: Glenn computes our overhead to be $941,000 in cost, not including dedicated people/expenses. This is 53% of budget in 2003; is this OK? How can we aggressively reduce this? Reduce expenses? Share expenses? Move offices?

Standard Pillar: it basically works. However, the RFC editor is expensive; the IETF selected ISI based on legacy; the IETF could possibly entertain competing offers. The consensus is that the functions that ISOC executes for the IETF are required; if it was not ISOC, IETF would have to invent a similar function. Also, the overhead allocated to this may be a bit too high, not properly accounted.

Education: we would like to have a speakers’ bureau, update the materials, make them re-purposable for regional workshops possibly with a chapter focus. For Barbara, the problem with pushing the activities to the regions is a lack of ISOC visibility; Wawa observed that we would get credibility and visibility if ISOC was in charge of program committees or organization. Rosa mentions that regional workshops can indeed be successful, and maintain an association with ISOC. Other education initiatives could be training for IPv6 and security, training on behalf of PIR, and a “hall of fame” activity. Possibly also, a follow-on for INET. IPv6, security and .ORG training obviously apply to developing countries, but the difference with the workshop is that they apply to all other countries as well.

Policy: we need a new VP. We have a proposal by the US government to fund efforts on Internet Security; there is support for going on, but a desire to involve other geographies, e.g. European. Our traditional role has been to educate policy makers; should we move to the development of actual policies? Maybe facilitate the development of policies? Fred points out that there are many consortiums that are already representing the industry in policy, for example the wireless forum. What is the specificity of ISOC in this domain? Which constituency do we represent? Another policy is to provide some kind of umbrella to operators of the Internet; this would involve developing relations with the existing organizations, e.g. NANOG. Another policy is to make sure that the Internet policy is developed by a technical organization (ISOC), rather than a political organization (e.g. UN or ITU). We must be aware however that ICANN is perceived as an US organization, as ISOC; Wawa reminds us that there is a large amount of anti-americanism floating around. Brian suggest that in order to counter this sentiment we hire a personality of international stature as VP of policy. Another possibility that was floated last year was to organize an “intellectual property pool” for the IETF; Fred comments, from Cisco point of view, that this would only work if all the large interested parties were part of the pool; this does not seem realistic now.

Conferences: Christian presents a brief overview of his report. Erik believes that having a multi-disciplinary conference is fine, provided we keep the expenses low, single track, etc. George argues for co-branded conferences in multiple countries. Östen agrees that regional conferences can be successful; a “speaker bureau” managed by ISOC would help. Another possibility is to endorse the IPv6 conferences, which may help our fundraising effort according to Latif. Rosa mentions that the ITU has a major conference every 4 years, and a set of regional conferences in between; we could consider this arrangement. Barbara mentions that we should not use the INET brand, as it is quite weak.

Publications: The natural thing to do is to have a professional publication, and to charge for it; there is however a debate on how to reconcile that with our tradition of open publications. Nick Trio suggests that the new VP of Publication should be a board appointed position.

Chapters: We want the chapters to develop local policies, regional education activities. We want to develop a code of conduct, and also a more bottom up process. Alan asks that we consider the opposite evolution, the development of a professional membership organization. Jim suggests that, whenever we develop a new activity, we consider the role of chapters in these activities. Rosa adds that chapters can also be in charge of autonomous projects. Fred heard complaints from chapters that they are sometimes blindsided by ISOC initiatives; we should make sure that we establish proper process and tools. On the contrary, Erik is a non-believer in chapters: they are very diverse, engage in unpredictable ways, and cannot be relied on in the current state; Wawa and Don agree.

PIR: cohabit with ISOC to reduce costs? Erik suggests that on the contrary we disregard PIR for ISOC strategy and budget.

C. Wrap-up the strategic review. 
Glenn then proceeds to get a sense of the board, and unwraps the “what did we do well” poll. The main consensus is, the developing countries workshop; then supporting the IETF, and supporting INET; there were some support for supporting our policies; supporting the chapters; NDSS; a community of Internet founders; the educational part of the IETF; to have guided the development of the Internet; to be responsible for the success of the Internet; there was even one vote claiming credit for ICANN.

VIII. VP & Key Project/Committee Reports

A. Education – R. Bush & Z. Wenzel
Randy Bush, VP for education, presents with Zita Wenzel, associate VP. Their original vision was to leverage successful developing country workshops and “train the trainers” in situ, encourage cross country technology transfer. Education supports ISOC by supporting the idea of “the Internet is for everyone”, by helping bring the Internet to developing countries, aiding regional connectivity, and helping countries become producers and not just consumers of technology. They recommend having a global strategy, coordinate with other organizations, integrating NSRC work with AfriNIC, AfNOG, Francophones; work with Cisco to “train the trainers”; and develop public policy education slates. The current activities include AfNOG, a real francophone track, and AfNIC; EsLaRed/WALC; Thailand Regional Training Center. The Workshop Courseware project attempts to identify existing material, provide consistency, fill in the gaps, add IPv6 and IPSEC, add information on organization and logistics, and publish the materials. More regional centers are planned.

B. Conferences – C. Huitema
Christian presents the report of the conference committee.

The board agrees that there will not be an INET 2003.

The board asks Veni to propose the organization of a single track single theme multidisciplinary conference, with the help of Erik, Alan, Östen and Rosa. The proposal should be ready by the end of the calendar year, for a conference taking place in Spring 2004.

C. IAB – L. Daigle
IAB continue monitoring ICANN implementation of IANA protocol number services.

IAB work with the IESG to increase architectural support to IETF working groups; two documents have been proposed, one about so call “UNSAF”, and another on architectural considerations in general.

IAB will use open calls for nomination to ISOC board, select a candidate, and have confirmation by the IESG.

D. Chapters – J. Galvin
Jim has two issues for the board to decide. He has spent his first month of mandate getting organized, and drafted a policy on the establishment and conduct of chapters (http://www.isoc.org/isoc/general/trustees/2002/nov-02-chapters/shtml). A motion to approve these guidelines is proposed by Veni, seconded by Brian. The motion is delayed until tomorrow, to allow for study of these guidelines.

Jim proposes to formally define the role of regional councils such as the ECC. The idea is to consider regional council useful in so far as they support chapters; the suggestion si to consider them as a chapter, with two exceptions: they will not vote in ISOC elections; they must have at least 10 chapter members, instead of 25 individual members. Brian note that while there were exchanges of mail during the creation of the ECC, there is no trace of this approval in the minutes. Östen mentions that chapters do not want an intermediate level between them and ISOC. Alan and Kees opine that calling the coordination councils chapters will confuse the issue. The sense of the board is that we should continue studying the issue on the mailing list, and encourage mutually friendly interactions with the ECC.

There are 7 new chapter applications in process. Jim has started a project to renew existing chapters, which he expects to complete before the end of the year.

E. Fundraising – L. Ladid
The group has looked at the impediments to fundraising: some image and recognition, but low visibility and low press coverage; some deliverables from specific projects, but a significant requirement from INET that diverts resource and staff attention. Existing non profits are mostly funded by individuals: in the US, 75% of the budget are individual donation, 8% from bequest, 12% from foundation, and only 5% from organizations. The most frequent reasons to give are: being personally asked, or being a volunteer in the organization; other reasons are hearing from the organization in their work or living place. 36% of collected funds go to religious groups; education is 14%, public society 13%. Our organizational sponsors are the marketing and technical departments, not the corporate foundations.

The classic steps to fundraising are program quality, and a good knowledge of the givers. Most of the money comes from the board itself, then high involvement individuals, then family, and then ever decreasing circles. The priority is to develop and train volunteers. People give 80% of the time when asked to, only 50% of the time when not asked.

Fundraising is a board activity; 100% of board members shoud contribute. The 2000 board set an example. If we want to be “the” Internet voice, each board member should raise $100K in 2003; each board member should appear in the press, and conduct an interview about what ISOC is.

IX. PIR REVIEW and PIR & ISOC Board discuss objectives for PIR

The member of ISOC’s and PIR’s board are introduced; for PIR, Gerry Barañano, Frode Greisen, Alan Levin, David Maher and Marc Rotenberg are present; Larry Landwebber and Andy Linton are absent.

Fred presents our common goal: to implement the commitments made to ICANN during the bid process. PIR responsibility is to operate the registry; ISOC will implement the outreach actions; Affilias will act as a back end services sub-contractor. It is important to agree on the objective early in the startup process, and to build a good cooperation during the first 6 months.

David Maher presents the commitments from PIR to ISOC, through highlights of the application. PIR will soon issue an advertisement for a CEO, and possibly a CFO. The elements of commitments are: differentiating .ORG; responsiveness to non commercial users; commitment to the Verisign endowment. The .ORG domain will be differentiated by a combination of marketing and public relations; they cannot distinguish easily who is non-profit and who is not, which implies that .ORG will remain open. The ISOC heritage will ensure responsiveness to non commercial users. The endowment will be used primarily to reach out and educate non commercial organizations, accelerate the development of new services, and help these organizations access the Internet; the programs will be undertaken by ISOC and PIR.

Kees asks how the involvement of ISOC in meeting ICANN’s requirement plays with our “arms length” management decision; David Maher and Lynn provide synchronization. Brian and also Latif ask how we will jointly contribute to the good of “the commons”; there is a consensus that we will certainly end up agreeing, and that it does not matter much, for any given project, who comes with the idea first. Alan Levin points that most of the nonprofit organizations that have not yet embraced the Internet are in the developing word; he is looking at the ISOC board for leadership and guidance.

Answering to Östen, David Maher points out that the first task of PIR is to manage a successful transition. Barbara asks when PIR will be able to actually manage the transition; for David, this is as soon as the contract with ICANN is actually signed; this is expected to occur Monday or Tuesday next week; however, PIR will still need a few weeks before their own staff can start working. For David, it is perfectly clear that PIR must reimburse ISOC for its startup expenses.

Marc Rotenberg believes that we will together give a new start to the “non commercial Internet.” If we view this with some amount of enthusiasm, we may well get support for initiatives beyond simply PIR and ISOC.

David Maher mentions that Affilias is ramping up, and they have started testing procedures with registrars. Alan asks whether there is a risk from the competition between .ORG and the CCTLD; there is certainly competition, but there is no reason that this should become a confrontation. Brian mentions that the IETF has just approved the International Domain Name specification; this is an opportunity for PIR, to make sure that .ORG be among the first to support the new standard.

X. Executive session

The board met in executive session for 1 hour to discuss personnel and budget matters.

XI. Individual Membership Review

Fred opens the debate on the issue.

Brian bases his opinion that chapters should manage members on his personal experience with several chapters.

Erik sees value in chapter, but also sees their instability, and the benefit of having membership at large – he informs us that the Dutch chapter, which was very effective, is now bankrupt; also, many chapters are dominated by a small number of individuals.

Alan observed that a main argument for getting rid of paid membership was the high cost of management, and the non-standard software that we used. Yet, we have kept the nonstandard software and the proposed budget shows that we have come no where near achieving the planned lower management costs.

George mentions that there are wide discrepancies between the situations in countries at various stages of development; the chapter structure appears promising in developing countries; it is important to empower chapters to fulfill these needs. George also notes that board members, as a group, travel a lot; they should use their travels to energize local chapters.

Wawa mentions that even with the easy-to-get free members, we won’t have a zero management cost; on the other hand, we can have professional members who pay a sensible fee, sufficient to cover management. The free membership allows for easy high-jacking of chapters, and is counter productive. A massive amorphous membership is hard to maintain.

Rosa mentions that out of the many members of the Geneva chapter, only 50 are really active; they make presentations, report on ongoing projects; attempt to support developing countries.

Alan observes that all board members will agree to empower chapters; we may want to have paying members, but we have to give members some reason to pay. People have shown that they want to be members of a professional organization, e.g. ACM; they could be attracted to ISOC as well.

Kees suggests that we have to get over the former “bigger is better” message; we want to have real professional members; it does not matter that they be few in numbers, if they are the right ones their number will grow over time.

What is a professional member? For Alan, anyone who is willing to pay; for Glenn, paying, subscribing to the objectives and code of conduct; we could have affiliate membership for free, but we should require adherence to a code of conduct. Being a “member of ISOC” must mean something. Wawa mentions that chapters should be required to have a sufficient number of paying members.

Rosa asks that chapters be required to show some form of activity before they are re-certified.

Veni mentions that chapters are very diverse; using the name Internet Society should imply dues to ISOC. Veni supposes that high costs would deter membership in developing countries. Wawa disagrees; in the part of the world where he lives, Africa, professional are not poor, and do indeed pay substantial fees to other professional societies.

Alan considers the case of some chapters in North America that only exist because they are chartered in populated areas, and members just tick a name in a list, without any actual activity.

Richard Perlman asks what the members get for their membership fee; if we charge a substantial amount, we should provide some value, not just a receipt: maybe a publication, maybe a vote.

Wawa: chartering a chapter will be more difficult than in the past; there has to be some activity; being a chapter means something. We need to refocus on being a professional society.

Jim Galvin: there are two questions, whether we should have professional members, and then what are the benefits.

Brian: how can we make ISOC membership actually valuable as a professional identity?

Jim is willing to work on these benefits, and to deliver a proposition by March 1. The proposal shall address the financial side of supporting members, and also the qualification issue: we cannot simply say that everybody can become a member and call it professional membership.

A. ECC question
The board has received a letter from the ECC, asking for modifications of the governance procedures, asking for reinstatement of paid membership, and more representation of individual members to the board. These suggestions will be considered in the report that Jim is preparing. On a related issue, the board observes that there is no formally defined role of the European Chapter Coordination in the Internet Society structure. As mentioned in the “chapters” session, the VP of chapter is working on a formal structure for the regional coordination councils.

XII. Code of Conduct – B. Carpenter

Brian set up a committee with Rosa, Jean-Claude Guédon and Jiwoong Lee. The report has been published two weeks ago; some comments have been received. A suggestion is to have a couple of translations prepared in several languages, to enable comments and also to provide an official reference to members in various countries; however the committee lacks translation resource and would need the help of volunteers. The board agrees with Brian’s suggestion to have an extended review period. The board also agrees that after the extended review the code of conduct will be translated in several languages.

XIII. Continuation of VP & Key Project/Committee Reports A. Chapters – J. Galvin
The board discusses the motion prepared the previous day by Jim. Jim proposes a modification to the document, to better specify the obligations of chapters; there is a strong sense that this modification is “one sided”: it expresses obligation of chapters to ISOC, not expectation of chapters from ISOC; the board prefers to retain the original document, unmodified. Motion passes, 14 votes (unanimous).

Resolution 02-20, Establishment and Conduct of Chapters
Resolve to adopt the “Policy on the Establishment and Conduct of Chapters of the Internet Society” proposed in the November 2002 report of the VP of Chapters.

B. 2003 ELECTIONS PROCEDURE COMMITTEE REPORT – A. Greenberg
Alan proposes that the board adopts the procedures proposed to the list on 11/9/2002; George seconds the motion. Kees suggests aligning the validity date for the right to vote and the right to petition; Alan suggests that the exact date be left to the staff as an implementation detail; Barbara on the contrary insists that there be a cut-off time that is clear and correctly publicized, so we have a more professional organization. Brian suggests that we stick to the document as written, and only choose a date for next year, without committing the decision for the next year. Alan believes that the cutoff date should be as late as possible, so as many members as possible could be eligible to vote. Wawa observes that the general meeting date fluctuates in a six week period, which implies that a fixed eligibility date would be too rigid. Glenn supports the idea of a fixed date. Lynn observes that a fixed date would ease the work of the staff, and that if the float is only six week, this is not a problem. Kees proposes a formal amendment fixing eligibility to participate to December 31 of the previous year for all aspects of the election; Glenn seconds the motion to amend. Alan asks that there be also a final date. 11 trustees in favor, Wawa abstain; George and Alan against. The motion to amend is accepted:

Resolution 02-21, specifying eligibility for election participation
Resolved that the procedure document be amended, so that only members and chapters in good standing by December 31 will be eligible for participation in the next year election; the list of these members should be finalized and passed to the election committee no later than January 31 of the election year.

The motion to adopt the amended procedure is put to a vote. All trustees present vote in favor.

Resolution 02-22, election procedures
Resolve to adopt the procedures proposed to the list on 11/9/2002 by the election committee, as amended by resolution 02-21.

The procedures referred to in resolution 21-02 are presented in appendix B to these minutes.

C. 2003 ELECTIONS PROCESSES/COMMITTEE – A. Greenberg
The key date of the election process is the date of the next meeting. The board agrees that the next meeting will be held in conjunction with the IETF meeting in Vienna, which is tentatively scheduled July 13-18, 2003; the board would meet the preceding weekend, July 11-12. The election committee will present a time table to the board.

We will not try to allocate the seat reserved for individual membership to another constituency; the vacancy could be better filled in the 2004 election.

The election committee will not concern itself with the possible selection of appointed board members. Lynn would like more support from the board for fundraising, publication and public policy. The board observes that these position should be marked as “available” rather “vacant”, in order to not imply that they must absolutely be filled. The sense of the board is that it is reasonable to invite to the board personalities who can reinforce our fundraising effort, and also our public policy actions, although whether the title should be trustee or VP is debatable.

D. 2003 NOMINATIONS COMMITTEE REPORT- K. Neggers
Work will start immediately, as election procedures have just been adopted.

XIV. Other business

The board approves the minutes of the interim meeting 29.

Minutes of meeting 26 and 29 have been approved, but are not published on the web site. The sense of the board is to publish as much of these minutes as possible given with non disclosure and other contractual agreement with third parties. The secretary will establish a public version of these minutes for publication on the web site.

XV. POSTEL AWARD & New “Social” Award – S. Crocker

Steve observes that the description of the award is not explicit enough, too tied to “what Jon was like”; the committee presents a new version: mention focus on substantial and sustained technical contributions, service to the community, and leadership.

The committee found itself in a dilemma when a very interesting candidate was nominated, who did not meet the technical competency requirements of the Postel award. The committee proposes to also create a new award for less technical contributions, with a size and status to match the Postel award. The award will focus on social goals, achievements, conscience, and action of individuals who have made significant contribution to societal use, accessibility, and effect of the Internet in the developing world.

There is an issue of funding: we only have $37K in the restricted funds. The sense of the board is that the award should be annual. For Steve Crocker, we should try to build an endowment of about $1M for the two awards.

Alan observes that the name recognition of Jon Postel has a major public relation effect. Barbara asks that we consider extending the scope of the Postel award itself; Steve believes that a different award is probably more appropriate. Don asks whether focusing on technical aspects is appropriate; Steve strongly believes so, as Jon’s reputation was indeed rooted in his technical skills. Wawa strongly believes that we should not dilute the Postel award by creating another one. Steve fears that creating multiple Postel award would create confusion.

The board supports the alternative description of the Postel award proposed by the committee.

List of resolutions

Resolution 02-16. Thanking the organizers of INET 2002
RESOLVED, that the Board of Trustees records its gratitude to those who made the INET2002 Conference a success in unusually difficult circumstances, namely Richard Perlman, Mike Nelson, Alejandro Pisanty, Hans Klein, and Francois Fluckiger, with special thanks to Riina Reinumagi for her exceptional work in not only managing all the speakers and presentations, but also for helping create an online conference program management system that now belongs to ISOC; and notes its gratitude for the hard work of the Foretec conference staff which made this conference possible.

Resolution 02-17. Election Revision Committee
RESOLVED, that an Election Revision Committee be approved composed of Alan Greenberg (chair), Brian Carpenter, Barbara Fraser, and Richard Perlman, with Erik Huizer and George Sadowsky as nonvoting members. The committee will report back to the Board in a timely manner to ensure that new procedures are approved prior to or at the November 2002 Board of Trustees meeting. Furthermore, to the extent possible, issues relating to the Nominations Committee will be discussed early with the intent of securing Board approval in principle as soon as possible and with due haste.

Resolution 02-18. No direct election of Trustees by Individual Members in 2003
RESOLVED, that there will be no direct election of Trustees by Individual Members in 2003. However, the Board wishes to retain the direct election of some Trustees by Individual Members, and will investigate alternative approaches with the goal of reinstating such a process in 2004.

Resolution 02-19. Revision of Trustees Selection procedure
RESOLVED, that the Board accept the recommendations of the Election Revision Committee for the revision of the ISOC “Procedures for Selecting Trustees”.

The text of the Committee recommendations is appended in appendix A.

Resolution 02-20, Establishment and Conduct of Chapters
Resolve to adopt the “Policy on the Establishment and Conduct of Chapters of the Internet Society” proposed in the November 2002 report of the VP of Chapters.

Resolution 02-21, specifying eligibility for election participation
Resolved that the procedure document be amended, so that only members and chapters in good standing by December 31 will be eligible for participation in the next year election; the list of these members should be finalized and passed to the election committee no later than January 31 of the election year.

Resolution 02-22, election procedures
Resolve to adopt the procedures proposed to the list on 11/9/2002 by the election committee, as amended by resolution 02-21.

The procedures referred to in resolution 21-02 are presented in appendix B to these minutes.

Appendix A: Revision of Trustees Selection procedure

ISSUE A: Candidate selection procedures for Chapter and Organization Member elections.
Recommendation: For both Chapter and OM elections, revert to candidate selection method used for IM elections:
a) a nominations period (no less than 30 days) following by NomComm deliberations;
b) the number of individuals nominated shall exceed the number of Trustees to be elected in each election.
c) announcement of NomComm slate following by a Petition period (no less than 30 days);
Petitions will require the signatures of a minimum of 7% (rounded up) of the Chapters/OM eligible to sign petitions. Only the officially designated representative (see Issue F) may sign a petition. There is no restriction on who may submit a petition under either constituency.

ISSUE B: Nominations Committee involvement in Board-Appointed Trustees selection?
Recommendation: Remove any reference to Appointed Trustees from the description of the NomComm.

ISSUE C: Discussion process following announcement of candidates
Recommendation: Candidates will be encouraged to issue statements, perhaps with ISOC suggesting issues to be addressed (at the candidate’s discretion). Statements will be distributed electronically only, and will not be restricted in length or format. There will be no formal public discussion (moderated or un-moderated). Campaigning will be discouraged.

ISSUE D: Board/Officer involvement in candidate discussion process.
Recommendation: None – No longer an issue due to removal of discussion process.

ISSUE E: Minimum time allowed for ballot preparation and for voting.
Recommendation: Keep the one week ballot preparation period. Set the voting period at 4 weeks.

ISSUE F: Processing of multiple ballots from same Chapter/Member.
Recommendation: Allow only 1 voting representation per Chapter or OM. If due to voting methods, multiple ballots can be submitted, the first to be received counts. Any votes for withdrawn candidates will be discarded with no provision for re-voting.

ISSUE G: Cutoff date for eligibility to submit/sign a petition and for voting.
Recommendation: Use different cutoff dates to allow maximum participation in the processes.

ISSUE H: Clarification of which chapters can vote.
Recommendation: The VP Chapters will be responsible for issuing a statement which will also be made available to all Chapters, stating which Chapters are eligible to participate in the Petition and the Election processes. The procedures must ensure that there is adequate opportunity for Chapters to rectify errors in the list(s) prior to final publication.

ISSUE I: Use of paper mail and paper ballots.
Recommendation: All communications with Chapters and OM relating to the election, and all balloting will be solely through electronic means.

ISSUE J: Disclosure of Chapter voting statistics.
Recommendation: ISOC will publicly disclose which Chapters voted and which did not. ISOC will not disclose further details regarding the ballots.

ISSUE K: Disclosure of voting details of a Chapter/OM to the representative of that entity.
Recommendation: E-mail acknowledgements the receipt of e-ballots is deemed to be mandatory and should be in the procedures. Further manual queries from an official rep (presuming the acknowledgement was not received for whatever reason) will be replied to indicating whether a ballot has been received, information related to the receipt (date/time received, mail headers, etc.), and a statement of whether the ballot is deemed to be in a valid format. Information regarding the contents of the ballot will not be disclosed.

ISSUE L: Deadline for submitting ballots.
Recommendation: The Elections Committee will annually set deadlines applicable to each type of ballot(s), and these deadlines will be strictly adhered to. Late ballots will not be included in the vote tallies.

ISSUE M: Voting weight of grand-fathered “Startup” class of OM.
Recommendation: Set weight to 1. Some time in the future, the Board should revisit the concept of weighting, but not for this year.

ISSUE N: Handling of tie votes.
Recommendation: Use random selection to determine outcome of ties, with an emphasis on a selection method that will be viewed as being free from bias and potential manipulation.

ISSUE O: Clarification/change of who can issue election challenges.
Recommendation: Allow all candidates to Challenge. Only Chapters/OM that are eligible to vote can Challenge.

ISSUE P: Announcement of Standards Trustee selection.
Recommendation: Announce at the same time as the announcement of elected Trustees if practicable.

ISSUE Q: Editorial Changes: Remove assumption that the first meeting of a new Board is only for organizational issues; use common terminology in sections on Elections Committee and Nominations Committee regarding member standing for election, selection process, etc.; remove transition wording related to Standards Trustees and 2002 election.
Recommendation: Accept the corrections.

Appendix B: ISOC GOVERNANCE PROCEDURE
The procedures described herein relate to the selection of Trustees by ISOC Organizational Members, ISOC Chapters, the ISOC standards organizations and by the ISOC Board of Trustees. They are generally harmonious with the existing Individual Member Trustee Election Procedures already in force but currently suspended. Should ISOC restart Individual Member Trustee elections, the two sets of regulations will need to be integrated.

GENERAL TERMS

Trustee Selection

ISOC By-Laws and Policies call for the Trustees on its Board of Trustees to be elected or selected by various constituencies, namely Organizational Members, Chapters, the ISOC standards organization embodied by the Internet Architecture Board (IAB) and Individual Members. The Board of Trustees itself is empowered to appoint a limited number of Trustees over and above the constituency-based Trustees. The procedures for Individual Member Elections (currently suspended) are defined in the Board document “Procedures for the Nomination and Election of Trustees by Individual Members”. This present document addresses the procedures for electing/selecting the other classes of Trustee.

Candidate/Trustee Uniqueness

A person may be a candidate in only one election in any given year. If a candidate is nominated (by whatever means) for more than one election, that candidate must decide which election to participate in. Should a Trustee for whatever reason find that he/she would occupy more than one Board position simultaneously, that Trustee must relinquish all but one of these positions. Failing such action, the Board will take appropriate action.

Terms of Trustees

Trustee terms are limited by By-Law to three years and to no more than two consecutive terms. The normal term for a non-Board-Appointed Trustee will be three years. The Board may alter this from time to time to meet transition requirements or to accommodate casual vacancies.

Assumption of Office

The term of office of elected/selected Trustees shall commence at the adjournment of the next regularly scheduled Board meeting following the completion of the Election process. The term of office for departing Trustees shall end at the adjournment of the same meeting. The Board meeting is defined as having one agenda, which may extend over several days. The new Board may convene a meeting after the completion of the meeting of the outgoing Board.

Board-appointed Trustees take office immediately after their appointment unless the Board explicitly designates another time.

Elections Committee

The Chair of the Elections Committee is elected by a majority vote of the Board of Trustees. The Chair of the Elections Committee shall be a member of the Board of Trustees or an Emeritus Trustee. The Chair shall identify no fewer than two other Individual Members of the Society to sit on the committee, subject to formal Board Approval. None of the Elections Committee members may be elected/selected as a Trustee in the year during which they sit on this Committee. The Committee will be responsible for establishing and supervising all elections, and interacting with the ISOC Standards organization regarding their Trustee selection(s).

The role of the Elections Committee is to establish the parameters for annual elections, and to oversee the entire process, with the exception of the explicit responsibilities and duties of the Nominations Committee.

GENERAL TERMS – TRUSTEE (ORGANIZATIONAL MEMBER) AND TRUSTEE (CHAPTER) ELECTIONS ONLY

Nominations Committee

The Chair of the Nominations Committee is elected by a majority vote of the Board of Trustees. The Chair of the Nominations Committee shall be a member of the Board of Trustees. The Chair shall identify committee members, subject to formal Board approval. The Chair shall be elected as soon as possible following the assumption of office of newly elected/selected Trustees. The Chair shall act with due haste to identify prospective committee members for Board ratification.

The Nominations Committee will consist of no fewer than 7 Individual Members of the Society, where 5 committee members shall constitute a valid quorum. At least 2 members of the Nominations Committee shall be people who are not currently serving in any elected or appointed capacity in the Society. The membership of the Nominations Committee should reflect the various constituencies on whose behalf it is working. None of the Nominations Committee members may be elected/selected as a Trustee in the year during which they sit on this Committee.

The Chair of the Nominations Committee must establish some form of liaison with the IAB to ensure that both groups do not name the same Trustee/candidate.

The role of the Nominations Committee is to:

• Establish selection criteria for prospective Trustees;
• Advertise the nominations/petition process;
• Pro-actively solicit potential candidates for the Nominations process;
• Name a slate of candidates for both Chapters and Organization Member constituencies;
• Oversee the Petitions process;
• Monitor the nominations and petitions processes to ensure that an individual is a candidate in no more than one constituency at the same time.

Candidate Selection

There is no requirement that a candidate (by nomination or petition) be affiliated with an Organizational Member or Chapter.

For each constituency, certain members/chapters are deemed to be allowed to participate in the nominations process and the election itself. For the purposes of this policy, these members/chapters are called “Participating Members”. There are two methods by which a candidate may stand for election:

Nominations by Committee

The Nominations Committee will notify the Society members, Organization Members and Chapters of the procedures for nominating individuals for election to the Board of Trustees, and will provide a minimum period for receiving nominations of 30 days. There are no restrictions regarding who can submit a name to the Nominations Committee.

The number of individuals nominated in each constituency shall exceed the number of Trustees to be elected. The Nominations Committee will notify the participating members of each constituency, as well as other interested groups of the names of individuals nominated by the committee for election to the Board of Trustees not less than 67 days prior to the date established for Trustee elections.

Nominations by Petition

Additional nominations for election to the Board of Trustees may be made by petition filed with the Chair of the Nominations Committee. Petitions will be accepted for no less than 30 days following the notification of individuals nominated by the committee. Petitions shall be filed electronically. All candidates seeking to petition will be listed in periodic announcements to participating Chapters and Organization Members via electronic mail and the ISOC web site.

For each constituency, the Nominations Committee shall specify the number of signatures of Participating Members required for petitions, which shall be equal to seven percent (rounded up) of the participating members of the appropriate constituency. Participating Members can sign petitions for candidates running within their own constituency only. A Participating Member may sign more than one petition.

For the purposes of this policy, a “signature” shall be an email sent by an Election Representative and is subject to ISOC verification.

Each signature must come directly from the supporter via email to an address designated by the ISOC staff (in effect, the electronic mailbox is a candidate’s petition). A supporter must send a separately emailed signature for each candidate he/she wishes to support, each to that candidate’s petition mailbox. Each petitioner shall be provided with copies of all petition e-mails for his/her candidacy and periodic reports about his/her status in obtaining signatures. Announcements regarding successful petitions shall be made as soon as practical, and need not await the end of the petition period. Petition results shall not be disclosed by ISOC staff to anyone else other than the election staff and Nominations Committee until a general announcement is made.

Candidates for Election

The Nominations Committee will announce the complete slate (nominated plus successful petitions) no less than 35 days prior to the election day.

Casual Vacancies

A casual vacancy is defined to have occurred where a Trustee does not complete their full term of office. This shall be deemed to include a person certified as elected but who informs ISOC that he/she cannot or will not take office. If a candidate withdraws or is disqualified after ballots have been mailed, but before the election is certified, the Elections Committee will assign that candidate a total of zero votes, regardless of the actual number cast.

The Board may appoint, by a 2/3-majority vote, a Trustee to serve in place of the one who resigned/cannot serve until the next election. If there are any remaining years of the Trustee’s term, at the next election, the Organizational Members or Chapters will elect an additional Trustee to serve the remainder of the term.

Where a casual vacancy exists on the Board of Trustees which is to be filled by an elected Trustee in the next election, the vacancy shall be deemed to be filled by the candidate elected with the least number of votes in the election. The Board will determine the period of office for the casual vacancy to be one term of office as it relates to the provisions of the ISOC By-laws

Where multiple casual vacancies exist, the elected candidate with the least number of votes will be deemed to fill the casual vacancy with the shortest period remaining, the elected candidate with the second smallest number of votes will be deemed to fill the next shortest casual vacancy, and so on.

Use of Electronic Mail

All formal communications between ISOC and the Organizational Members or Chapters related to elections will use electronic mail.

Election Conduct/Promotion of Election to Organizational Members and Chapters

Candidates will be given the opportunity to submit biographical information and an election statement. The Elections Committee will put in place a process for appropriate electronic dissemination of candidate information. Active campaigning other than the aforementioned statements is discouraged.

Ballot

Ballots will be distributed via e-mail. Votes may be cast electronically by method(s) designated by the Elections Committee.

Receipt of Ballots

For each election, the Election Committee shall define what it deems to be a secure electronic return. Only ballots returned by electronic methods designated by the Elections Committee are considered to be a valid return of the voting ballot. The deadline for returning ballots shall be specified by the Elections Committee. A minimum of 28 days will be allowed for the receipt of ballots. ISOC will send an email to the Election Representative or the voter confirming receipt of cast ballots.

Counting of Ballots

The counting of ballots will take place on the election date, at a time and place established by the Elections Committee. At least two members of the Elections Committee shall be present at the counting of the ballots. The committee will establish procedures to ensure the privacy, validity and accuracy of all ballots. In the event of a tie vote for any position, fair and unbiased random selection will be used to determine the order of the tied candidates.

Certification of Vote

The Elections Committee shall certify the results of the annual Trustee election to the Board of Trustees within 10 days following the election.

Publication of the Result

Only the vote counts of the elected candidate Trustees and the total vote count are to be published, while all candidates and the Board of Trustees will be provided with the full list of candidates and the number of votes that each received.

Challenges

A challenge to any nomination or election procedure or result may be raised only by a Trustee, a member of the Nominations or Elections Committees, Candidate or Participating Member. Participating Members may challenge only with respect to their own constituency. Any challenge must be addressed to the President of the Society with a recital of the reasons for the challenge, and must be received no later than 20 days following the election date. The President, after consultation with the Chairs of the Nominations and Elections Committees and the members of the Board of Trustees, shall advise the author of the challenge of the Board’s decision, which shall be final, no later than 40 days following the election date.

“STANDARDS” TRUSTEES

There will be three Trustees selected by the ISOC standards organization. The term will normally be 3 years, with one Trustee selected each year.
The IAB, in consort with its related organizations, may from time to time revise the procedures regarding how these Trustees will be identified. This process must ensure that the prospective Trustees are identified in sufficient time to attend the ISOC Annual General Meeting normally held in the June-July time-frame. The ISOC Board must ratify these procedures. The Board may refuse to ratify them, but may not alter them unilaterally.

The announcement of new Trustees (Standards) will be made at the same time as the announcement of newly elected Trustees (Chapters) and Trustees (Organization Members) if practicable.

As part of the selection of its ISOC Trustee(s), the IAB or its delegate will liaise with the Nominations Committee which will provide non-binding guidance regarding the general Board selection criteria for prospective Trustees.

If a Standards Trustee is unable to serve his or her full term, the IAB will, at its discretion, either select a replacement representative with due haste, to serve the remainder of the term, or will select an additional Trustee to serve the remainder of the term during the next annual selection process.

BOARD-APPOINTED TRUSTEES

The Board may, at its sole discretion, appoint Trustees to the Board in addition to those selected/elected by ISOC’s varied constituencies. At any one time, there shall be no more than five such appointed Trustees. As per the By-laws, the appointment of a Trustee requires a 2/3-majority vote of the Trustees then in office. Each appointment shall be for a maximum term of three years, but the Board may decide on a case-by-case basis how long each term shall be (factoring in the current By-law restriction of a maximum of two consecutive terms).

The Board may, on a regular or irregular basis, form a search committee to identify prospective Trustees who satisfy desired qualifications. The search committee shall report any findings to the Chair of the Board or his/her delegate. Search committee notwithstanding, any Board member or other interested party may suggest potential Trustee candidates. Such suggestions should normally be made to the Chair or his/her delegate.

A formal proposal to the Board to appoint a person to the Board must come from the Chair of the Board, the President of the Society, or an individual Trustee. In the latter case, the proposal must have the support of at least two other fellow Trustees.

It is expected, but not mandatory, that Board discussions, approval-in-principle polls, and formal votes to appoint Trustees will be held in-camera (typically Board members only, plus any explicitly invited others).

TRUSTEES (ORGANIZATIONAL MEMBER)

Constituency

Any ISOC Organizational Member in good standing as of election eligibility cutoff dates may participate in the Trustee (Organizational Member) election process. The ISOC Advisory Council Charter reads:

“Each organization member may designate a Principal and an Alternate Representative to the Council with equal status and standing. However, on formal votes of the Council, a single vote for each Organization Member will be authorized.”

Prior to the election, the above-mentioned representatives will be requested to name an Election Representative, who will act as their spokesperson with respect to all election actions. In the absence of such a representative being named, the Principal representative will be deemed to be the Election Representative. If ISOC receives multiple distinct actions with respect to any specific issue (such as ballot submission), the first action will be acted on and all subsequent actions will be ignored.

The above notwithstanding, given suitable advance notice, ISOC will allow an Organization Member to replace its Election Representative.

Trustee Positions to be filled

In the steady state there will be six Trustees elected by Organizational Members, 2 elected each year.

Eligibility to Participate in Election

An Organizational Member may participate in the election Petitions process if they are in good standing on the date to be specified by the Elections Committee, where such date is no later than the date of the announcement of the Nominations Committee’s initial slate of candidates. An Organizational Member may participate in the election Voting process if they are in good standing on the date to be specified by the Elections Committee, where such date is no later than the date of the mailing of ballots; or if they were eligible to participate in the Petitions process.

An Organizational Member is deemed to be in good standing if their most recent payment due is paid in full, or no more than X days past due where X is:

60 days for annual payments;

30 days for quarterly payments;

15 days for monthly payments.

Voting

Each Organizational Member is entitled to 1 vote for each Trustee position to be elected. When these votes are enumerated, they will be weighted based on the organization’s class of membership. Only 1 vote may be cast for each candidate.

Weight Class
6 Platinum
5 Gold
4 Silver
3 Executive
2 Professional
1 Small Business, Startup

TRUSTEES (CHAPTER)

Constituency

Any Recognized Chapter as of the election eligibility cutoff dates may participate in the Chapter election process. Prior to the election process, each Chapter will be requested to identify their Election Representative, who will act as their spokesperson with respect to all election actions. In the absence of such a spokesperson being named, the President of the Chapter (or whatever title is used to designate the normal Chapter spokesperson) will be deemed to be the Election Representative. If ISOC receives multiple distinct actions with respect to any specific issue (such as ballot submission), the first action will be acted on and all subsequent actions will be ignored.

The above notwithstanding, given suitable advance notice, ISOC will allow a Chapter to replace its Election Representative.

Trustee Positions to be filled

In the steady state, there will be three Trustees elected by Chapters, 1 elected each year.

Eligibility to Participate in Election

A Chapter may participate in the election Petitions process if they are in good standing on the date to be specified by the Elections Committee, where such date is no later than the date of the announcement of the Nominations Committee’s initial slate of candidates. A Chapter may participate in the election Voting process if they are in good standing on the date to be specified by the Elections Committee, where such date is no later than the date of the mailing of ballots; or if they were eligible to participate in the Petitions process.

A Chapter is deemed to be in good standing if they are included in the list of active Chapters that is periodically issued by the ISOC VPChapters. The process followed by the VP-Chapters must allow for reasonable appeal in the case of a Chapter not agreeing with the list contents.

Voting

Each Chapter is entitled to 1 vote for each Trustee position to be elected.

Disclosure of Ballot Details

ISOC will make available a list of all Chapters eligible to vote in an election, indicating which Chapters exercised their voting privilege. This list will be made available as soon as possible following the announcement of the election results. No further details regarding Chapter voting will be publicly disclosed.

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