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

Tue Apr 9 04:38:08 PDT 2024

Hi Olivier,

I am not a current member of either the elections or nominations committee,
but I have served on each in previous rounds.  My understanding is that the
process needs to have someone designated to receive the challenge, but the
challenge will always be brought to the whole board ("President, after
consultation with the Chairs of the Nominations and Elections Committees
and the members of the Board of Trustees,").

As you know, the President and CEO is a non-voting member of the board, so
designating the President as the person to receive the challenge ensures it
is received by the board and, more especially, it is received by the one
member of the board whose position cannot be up for election by the process
undergoing the challenge.  Last year, for example, I was both a candidate
and the board chair, so the board chair receiving the challenge might be a
conflict of interest.

We could set it up some other way, of course, but challenges are rare, they
are always brought to the full board, and the system has so far shown no
signs of dysfunction.

Just my personal opinion, of course,

regards,

Ted Hardie

On Tue, Apr 9, 2024 at 12:27 PM Olivier MJ Crépin-Leblond via
Chapter-delegates <chapter-delegates at elists.isoc.org> wrote:

> 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 the Procedures 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
>>
>>
>
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