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

Tue Apr 9 04:56:04 PDT 2024

Olivier,

I appreciate your feedback. I wanted to get back to you quickly to let you
know I did see your inputs and comments.  I cannot comment on behalf of the
full board or counsel, so will take these points back for further
discussion and review.

regards,

Victor K

On Tue, Apr 9, 2024 at 7:26 AM Olivier MJ Crépin-Leblond <ocl at gih.com>
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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