Adopted by Board Resolution 2024-1 on 9 March 2024
Policy Purpose
The purpose of this policy is to set a clear, shared expectation for meeting attendance in line with trustees’ legal and fiduciary duties, as well as the governance needs of the organization.
Policy
- Trustees are expected to attend 100% of all regularly scheduled formal board meetings (three quarterly meetings plus one retreat) each year. Physical or virtual presence counts for attendance, though in person participation is highly encouraged.
- While attendance is not tracked for informal monthly board meetings, trustees are expected to make reasonable efforts to attend most of these meetings, especially because a significant portion of board work occurs during these virtual meetings.
- Special board meetings are rare and reserved for non-routine matters; however, quorum must be reached in order to conduct business so trustees should make every effort to attend.
- Committee members are expected to show their commitment to committee work by attending most of the regularly scheduled meetings. Committee members will be supplied with the meeting schedule well in advance.
- Trustees may occasionally miss meetings due to circumstances beyond their control such as illness, travel schedules, jury duty, etc. These will generally be considered “excused” absences provided trustees notify the Board Chair or Committee Chair and Board Liaison of meetings they know they will miss in advance, or shortly thereafter if the absence was due to an unforeseen reason. “Silent failure” (i.e., missing a meeting without notification) will be considered an unexcused absence.
Procedure
- Minutes of the formal and special board meetings and committee meetings will include trustees in attendance, as well as those trustees with excused/unexcused absences.
- Trustees are fiduciaries of the organization and if it becomes apparent that the cumulative effect of missed meetings interferes with that obligation, then the Chair of the Governance Committee will initiate a conversation to determine the reason for absences. The Chair of the Governance Committee will also notify the Chair of the Board of Trustees.
- Committee chairs may refer unexcused absences to the Governance Committee for review and action.
- If, after an initial conversation with the Chair of the Governance Committee, any trustee remains in breach of the policy, the Chair of the Governance Committee will bring the matter to the Governance Committee at large who will then refer it to the Board of Trustees for action. Trustees also have the opportunity to resign and/or step down from a committee or the board.
- If the absences are by the Chair of the Governance Committee, the Chair of the Board of Trustees will initiate a conversation to determine the reason for absences and will refer the matter to the Governance Committee at large who will then follow the process as previously outlined (i.e., refer the matter to the Board of Trustees for action).
- Per the Internet Society’s Amended and Restated Bylaws, Section 3., trustees in breach of the policy may be removed by a vote of two thirds of the trustees then in office. Trustees being considered for removal shall be entitled to speak to present their case to the Board of Trustees.
Guidance and Interpretation
If you have questions about this policy or need additional guidance on how to proceed, please contact the current Chair of the Governance Committee.