Nominations Committee Charter

As amended February 6, 2020

The Nominations Committee (the “Committee”) of the Board of Trustees (the “Board”) of The Internet Society (“ISOC”) has the responsibilities, duties, and authority described in this Charter.

I. Purpose

The primary purpose of the Committee is the identification of a slate of qualified candidates for consideration and potential election to the Board. The Committee shall not have any powers of the Board.

II. Composition

The Committee shall consist of three (3) to seven (7) Individual Members of ISOC who are appointed by the Board. The Chair of the Committee shall be a Trustee or an Emeritus Trustee who shall be appointed by the Board at the Annual General Meeting. The rest of the members of the committee shall be appointed by the Board at a time of its choosing. The members of the Committee shall reflect the broad range of members of the Internet community. The Committee shall include at least two people who are neither Officers of the Board nor Trustees nor employees nor contractors of the corporation.

III. Special Conflict of Interest Rules

No Committee members may be elected or selected as Trustees in the year during which they sit on the Committee. Note that those elected or selected to serve as trustees during the year will typically start their new term the following year.

IV. Meetings

The Committee shall hold such meetings as the Chair of the Committee deems necessary. 

V. Responsibilities and Duties

The following shall be the principal recurring duties of the Committee in carrying out its responsibilities. These duties are intended as a guide, with the understanding that the Board may modify or supplement them as appropriate:

• Establish procedures for identifying a slate of qualified candidates for consideration and potential election to the Board of Trustees, the slate to be approved by the Board.
• Establish selection criteria for prospective candidates for nomination.
• Advertise the nominations/petition process.
• Pro-actively solicit potential candidates for the nominations process.
• Name a slate of candidates for the member constituencies that are authorized to elect Trustees.
• Oversee the petitions process.
• Monitor the nominations and petitions processes and liaison with the Internet Architecture Board (“IAB”) to ensure that an individual is a candidate in no more than one constituency election at the same time.
• Publicly announce the final candidate slate.