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<body><div style="font-family: sans-serif;"><div class="plaintext" style="white-space: normal;"><p dir="auto">Hi Olivier,</p>
<p dir="auto">I am not a current member of either the elections or nominations committee,
<br>
but I have served on each in previous rounds. My understanding is that the
<br>
process needs to have someone designated to receive the challenge, but the
<br>
challenge will always be brought to the whole board ("President, after
<br>
consultation with the Chairs of the Nominations and Elections Committees
<br>
and the members of the Board of Trustees,").</p>
<p dir="auto">As you know, the President and CEO is a non-voting member of the board, so
<br>
designating the President as the person to receive the challenge ensures it
<br>
is received by the board and, more especially, it is received by the one
<br>
member of the board whose position cannot be up for election by the process
<br>
undergoing the challenge. Last year, for example, I was both a candidate
<br>
and the board chair, so the board chair receiving the challenge might be a
<br>
conflict of interest.</p>
<p dir="auto">We could set it up some other way, of course, but challenges are rare, they
<br>
are always brought to the full board, and the system has so far shown no
<br>
signs of dysfunction.</p>
<p dir="auto">Just my personal opinion, of course,</p>
<p dir="auto">regards,</p>
<p dir="auto">Ted Hardie</p>
<br><p dir="auto">On Tue, Apr 9, 2024 at 12:27 PM Olivier MJ Crépin-Leblond via
<br>
Chapter-delegates <chapter-delegates@elists.isoc.org> wrote:</p>
<blockquote style="margin: 0 0 5px; padding-left: 5px; border-left: 2px solid #777777; color: #777777;"><p dir="auto">Dear Victor,</p>
<p dir="auto">following up on my email below, I had a look at the "Procedures for
<br>
Selecting Trustees" on
<br>
<a href="https://www.internetsociety.org/about-internet-society/governance-policies/procedures-selecting-trustees/" style="color: #777777;">https://www.internetsociety.org/about-internet-society/governance-policies/procedures-selecting-trustees/</a></p>
<p dir="auto">I was flabbergasted about a number of the points in the process. I already
<br>
expressed by concern in relation to the strange publication of results and
<br>
I guess there must be some obscure historical reasons why it was designed
<br>
this way, but the other thing that got me to have difficulty staying in my
<br>
seat was the "Challenges" section:</p>
<p dir="auto">* Any challenge must be addressed to the President of the Society with a
<br>
recital of the reasons for the challenge, and must be received no later
<br>
than 7 days following the end of the election. The President, after
<br>
consultation with the Chairs of the Nominations and Elections Committees
<br>
and the members of the Board of Trustees, shall advise the author of the
<br>
challenge of the Board’s decision, which shall be final, within 7 days
<br>
following the end of the challenge period.*</p>
<p dir="auto">Well that's a pretty terrible idea.</p>
<p dir="auto">In organizations with elected board members, it is *not typical* for the *President
<br>
and CEO* to directly resolve election issues. Let’s explore why:</p>
<p dir="auto"> 1.</p>
<p dir="auto"> *Roles and Responsibilities*:
<br>
- The *President and CEO* typically focus on strategic leadership,
<br>
organizational management, and overall decision-making.
<br>
- *Election issues* fall within the purview of the *board* and its
<br>
governance processes.
<br>
2.</p>
<p dir="auto"> *Board Independence*:
<br>
- *Board members* are elected by stakeholders to represent their
<br>
interests.
<br>
- To maintain independence and avoid conflicts of interest, the
<br>
*CEO* should not directly intervene in election matters.
<br>
3.</p>
<p dir="auto"> *Board Governance*:
<br>
- *Election issues* are handled by the *Nominations Committee.*
<br>
- This committee oversees board nominations, elections, and related
<br>
processes so why is it not also in charge of *challenges*?.
<br>
4.</p>
<p dir="auto"> *Transparency and Fairness*:
<br>
- *Election processes* must be transparent, fair, and free from undue
<br>
influence.
<br>
- Involvement of the *CEO* could raise concerns about bias or
<br>
favouritism.
<br>
5.</p>
<p dir="auto"> *Legal and Regulatory Compliance*:
<br>
- Organizations must adhere to legal and regulatory requirements
<br>
regarding board elections.
<br>
- The *CEO* should not interfere with these processes to ensure
<br>
compliance.</p>
<p dir="auto">In summary, while the *CEO* plays a crucial role in organizational
<br>
leadership, election issues are best handled by the *board* and its
<br>
designated committees to maintain transparency and impartiality.</p>
<p dir="auto">Let's remember that the Board is the CEO's boss so isn't it plain obvious
<br>
that the CEO should not be able to make decisions pertaining to selection
<br>
of his/her boss? (*)
<br>
I am copying Ms. Ilona Levine, ISOC General Counsel, as her extensive
<br>
experience on Compliance would definitely be of value to this conversation.</p>
<p dir="auto">Kindest regards,</p>
<p dir="auto">Olivier Crépin-Leblond, PhD</p>
<p dir="auto">(*) passing no judgement on the current President and CEO Andrew Sullivan,
<br>
this is a wider matter of standard Board governance</p>
<p dir="auto">On 08/04/2024 21:34, Olivier MJ Crépin-Leblond via Chapter-delegates wrote:</p>
<p dir="auto">Dear Victor,</p>
<p dir="auto">thanks for your explanation. With abstentions the vote number makes sense.
<br>
And thanks for explaining the language in the Procedures for Trustees.
<br>
Kindest regards,</p>
<p dir="auto">Olivier</p>
<p dir="auto">On 08/04/2024 20:56, Victor Kuarsingh wrote:</p>
<p dir="auto">Olivier,</p>
<p dir="auto">The language in the Procedures for Trustees, Publication of the Result,
<br>
says:</p>
<p dir="auto">*"Publication of the Result*</p>
<p dir="auto">*Only the vote counts of the elected candidate Trustee and the total vote
<br>
count are to be published, while all candidates and the Board of Trustees
<br>
will be provided with the full list of candidates and the number of votes
<br>
that each received."*</p>
<p dir="auto">Basically, only the vote count of those elected and the total vote count
<br>
get released broadly (full details are distributed to the candidates and
<br>
board). I can confirm that there were abstentions.</p>
<p dir="auto">regards,</p>
<p dir="auto">Victor K</p>
<p dir="auto">On Mon, Apr 8, 2024 at 2:00 PM Olivier MJ Crépin-Leblond <ocl@gih.com>
<br>
wrote:</p>
<blockquote style="margin: 0 0 5px; padding-left: 5px; border-left: 2px solid #777777; border-left-color: #999999; color: #999999;"><p dir="auto">Dear Victor,</p>
<p dir="auto">congratulations to Maureen Hilyard on her appointment!
<br>
However, please see below:</p>
<p dir="auto">On 08/04/2024 18:19, Victor Kuarsingh via Chapter-delegates wrote:</p>
<p dir="auto">In the Chapters election, there were two (2) candidates for one (1) seat.
<br>
Having received the most votes, Maureen Hilyard has been elected to a
<br>
3-year term as a trustee.</p>
<p dir="auto">Voter turn-out in the Chapters election was 83.19%. Of the 113 eligible
<br>
chapters, 94 voted. In accordance with the Procedures for Selecting
<br>
Trustees
<br>
<<a href="https://www.internetsociety.org/about-internet-society/governance-policies/procedures-selecting-trustees/" style="color: #999999;">https://www.internetsociety.org/about-internet-society/governance-policies/procedures-selecting-trustees/</a>>,
<br>
Publication of the Result, Maureen Hilyard received 44 votes.</p>
<p dir="auto">Thank you for publishing the results, but I'm afraid they don't really
<br>
make much sense.</p>
<p dir="auto">With 94 voting chapters and 44 votes going to Maureen Hilyard, that would
<br>
mean 50 votes did not go to Maureen Hilyard, so does that mean that 7 votes
<br>
or more were abstentions or invalid ballots?</p>
<p dir="auto">Usually vote results are given more clearly (and transparently) as:</p>
<p dir="auto">Candidate A: Nr. Votes - %
<br>
Candidate B: Nr. Votes - %
<br>
Abstentions: Nr. Votes - %
<br>
N/A: Nr. Votes - % (if possible)</p>
<p dir="auto">Kindest regards,</p>
<p dir="auto">Olivier</p>
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<p dir="auto">_______________________________________________
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<br>
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