[Chapter-delegates] 2024 ISOC Board of Trustees Elections Results

Olivier MJ Crépin-Leblond ocl at gih.com
Tue Apr 9 04:26:50 PDT 2024


Dear Victor,

following up on my email below, I had a look at the "Procedures for 
Selecting Trustees" on 
https://www.internetsociety.org/about-internet-society/governance-policies/procedures-selecting-trustees/

I was flabbergasted about a number of the points in the process. I 
already expressed by concern in relation to the strange publication of 
results and I guess there must be some obscure historical reasons why it 
was designed this way, but the other thing that got me to have 
difficulty staying in my seat was the "Challenges" section:
/
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 7 days following the end of the election. 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, within 7 days 
following the end of the challenge period./

Well that's a pretty terrible idea.

In organizations with elected board members, it is *not typical* for the 
*President and CEO* to directly resolve election issues. Let’s explore why:

 1.

    *Roles and Responsibilities*:

      * The *President and CEO* typically focus on strategic leadership,
        organizational management, and overall decision-making.
      * *Election issues* fall within the purview of the *board* and its
        governance processes.
 2.

    *Board Independence*:

      * *Board members* are elected by stakeholders to represent their
        interests.
      * To maintain independence and avoid conflicts of interest, the
        *CEO* should not directly intervene in election matters.
 3.

    *Board Governance*:

      * *Election issues* are handled by the *Nominations Committee.*
      * This committee oversees board nominations, elections, and
        related processes so why is it not also in charge of *challenges*?.
 4.

    *Transparency and Fairness*:

      * *Election processes* must be transparent, fair, and free from
        undue influence.
      * Involvement of the *CEO* could raise concerns about bias or
        favouritism.
 5.

    *Legal and Regulatory Compliance*:

      * Organizations must adhere to legal and regulatory requirements
        regarding board elections.
      * The *CEO* should not interfere with these processes to ensure
        compliance.

In summary, while the *CEO* plays a crucial role in organizational 
leadership, election issues are best handled by the *board* and its 
designated committees to maintain transparency and impartiality.

Let's remember that the Board is the CEO's boss so isn't it plain 
obvious that the CEO should not be able to make decisions pertaining to 
selection of his/her boss? (*)

I am copying Ms. Ilona Levine, ISOC General Counsel, as her extensive 
experience on Compliance would definitely be of value to this conversation.

Kindest regards,

Olivier Crépin-Leblond, PhD

(*) passing no judgement on the current President and CEO Andrew 
Sullivan, this is a wider matter of standard Board governance

On 08/04/2024 21:34, Olivier MJ Crépin-Leblond via Chapter-delegates wrote:
> Dear Victor,
>
> thanks for your explanation. With abstentions the vote number makes sense.
> And thanks for explaining the language in the Procedures for Trustees.
> Kindest regards,
>
> Olivier
>
> On 08/04/2024 20:56, Victor Kuarsingh wrote:
>> Olivier,
>>
>> The language in the Procedures for Trustees, Publication of the 
>> Result, says:
>>
>>
>> *"Publication of the Result*
>>
>> *Only the vote counts of the elected candidate Trustee 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."*
>>
>> Basically, only the vote count of those elected and the total vote 
>> count get released broadly (full details are distributed to the 
>> candidates and board).  I can confirm that there were abstentions.
>>
>> regards,
>>
>>
>> Victor K
>>
>>
>>
>> On Mon, Apr 8, 2024 at 2:00 PM Olivier MJ Crépin-Leblond 
>> <ocl at gih.com> wrote:
>>
>>     Dear Victor,
>>
>>     congratulations to Maureen Hilyard on her appointment!
>>     However, please see below:
>>
>>     On 08/04/2024 18:19, Victor Kuarsingh via Chapter-delegates wrote:
>>>
>>>     In the Chapters election, there were two (2) candidates for one
>>>     (1) seat. Having received the most votes, Maureen Hilyard has
>>>     been elected to a 3-year term as a trustee.
>>>
>>>     Voter turn-out in the Chapters election was 83.19%. Of the 113
>>>     eligible chapters, 94 voted. In accordance with theProcedures
>>>     for Selecting Trustees
>>>     <https://www.internetsociety.org/about-internet-society/governance-policies/procedures-selecting-trustees/>,
>>>     Publication of the Result, Maureen Hilyard received 44 votes.
>>>
>>
>>     Thank you for publishing the results, but I'm afraid they don't
>>     really make much sense.
>>
>>     With 94 voting chapters and 44 votes going to Maureen Hilyard,
>>     that would mean 50 votes did not go to Maureen Hilyard, so does
>>     that mean that 7 votes or more were abstentions or invalid ballots?
>>
>>     Usually vote results are given more clearly (and transparently) as:
>>
>>     Candidate A: Nr. Votes - %
>>     Candidate B: Nr. Votes - %
>>     Abstentions: Nr. Votes - %
>>     N/A: Nr. Votes - % (if possible)
>>
>>     Kindest regards,
>>
>>     Olivier
>>
>
>
> _______________________________________________
> As an Internet Society Chapter Officer you are automatically subscribed
> to this list, which is regularly synchronized with the Internet Society Chapter Portal (AMS):
> https://admin.internetsociety.org/622619/User/Login
> View the Internet Society Code of Conduct:https://www.internetsociety.org/become-a-member/code-of-conduct/
-------------- next part --------------
An HTML attachment was scrubbed...
URL: <https://elists.isoc.org/mailman/private/chapter-delegates/attachments/20240409/b63694c8/attachment-0001.htm>


More information about the Chapter-delegates mailing list