============================================================================== ISOC Document Title: Proposed Amendments to ISOC ByLaws - Trustees Term of Office Author: G. Huston Date: 2 Jan 1995 Body: Board of Trustees Document: 95-006 Revision: basic Supersedes: - Status: Final Maintainer: G Huston Access: unrestricted ---------------------------------------------------------------------------- Date: Mon, 2 Jan 1995 09:52:44 +1100 To: isoc-trustees@isoc.org From: Geoff Huston Subject: Proposed Amendments to ISOC ByLaws - Trustees Term of Office I'd like to propose the following change to the ISOC Bylaws and associated Resolution be placed on the agenda for the next meeting of the Trustees. 1. Amendments to the ISOC Bylaws To amend Article III, Section 2, Sentence 6 (final sentence) to read: "A Trustee may serve additional terms provided that the total period of continuous service shall not exceed six years, except that service as an appointed Trustee prior to July 1995 shall not be counted in this computation. The Board will specify a shorter period of office, (according to the provisions of Article III, Section 1) for elected Trustees who have already served more than three successive years, in order to comply with these provisions of continuous service." 2. Proposed ISOC Resolution: Casual Vacancies on the Board of Trustees Where a casual vacancy exists on the Board of Trustees which is to be filled by an elected Trustee, the vacancy shall be deemed to be filled by the elected Trustee with the smallest number of votes in the election. The Board will determine the period of office to be the shorter of the period of the casual vacancy and the allowable period of continuous service remaining for the elected Trustee (as per the provisions in the By Laws, Article III, Section 2). Where multiple casual vacancies exist the elected candidate with the smallest 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. A casual vacancy is defined to have occurred where a Trustee does not complete the three year term of office, and the casual vacancy is defined to exist until the expiration of the three year period associated with the original incumbent's election. ---- Notes on the Proposed By Laws Amendment and Resolution: A. Stand Down Period is (normally) one year The changes allow a Trustee to serve for no longer than six successive years. Following the expiration of this period the trustee must stand down for at least one election (i.e. one year). Although it is noted that within the provision of the By Laws as they stand following this amendment the stand down period may be shorter if the Board uses its powers of appointment to appoint the individual to the Board - but this cannot be undertaken in a way which would cause successive terms of office i.e. the powers of appointment cannot be used until the end of the period of original office plus at least one day). B. Initial Period of Service as an Appointed Trustee is not Included As per the original By Laws, provision is included in this drafted amendment to the By Laws such that service as an appointed (as distinct from elected) Trustee in the period up until July 1995 is not counted within the 6 successive year computation. C. All Trustees Must Stand Down after Six Successive Years All Trustees are subject to the condition of no more than six successive years of service, including existing Charter Member trustees, and any appointed Trustees (except within the provisions of initial service prior to July 1995 for appointed Trustees). It is noted that even in the case where a Trustee's status changes, from appointed to elected for example, the overall term of continuous office of no more than six years shall apply. ------ For reference - here is the original version of Article III, Section 2 ARTICLE III Section 2. The Board of Trustees is authorized, from time to time, to appoint, or to make arrangements for the election of, Trustees, by the Regular Individual Members of the Society (as defined in Article VI, Section 3, Clause (1), of these By-Laws), such that the total number of Trustees shall be not in excess of twenty (excluding any non-voting Trustees). Each of the Charter Members of the Society (as specified in Article VI, Section 2, of these By-Laws) shall at all times have a right to designate one Trustee who shall thereupon be appointed by the Board; with this exception, any vacancy which arises because a Trustee has ceased to serve may be filled for the remainder of the unexpired term. All Trustees appointed by the Board shall be by the affirmative vote of at least four- fifths of the members of the Board of Trustees then in office. The Board shall seek to have among the Trustees representative individuals from industry, from educational and nonprofit organizations and from government. The Board may also make such arrangements as it deems appropriate for the terms of the Trustees to be staggered, including the terms of the Initial Trustees. A Trustee may serve additional terms provided that the number of successive terms shall not exceed two, except that service as a Trustee during the Initial Period of Operations shall not be counted in this computation.