Extraordinary General Meeting 2022

Extraordinary General Meeting 14th September 2022

Held via Zoom at 8am PT; 4pm BST, 5pm CEST on Wednesday 14th September 2022

Present: Nicole Vasilevsky (Chair), Robin Haw, Ruth Lovering, Sushma Naithani, Lauren Chan, Charles Hoyt, Lionel Breuza, Marija Milacic, Mary Ann Tuli, Randi Vita, Sabrina Tora, Sandra Orchard, Sue Bello, Tiago Lubiana, Alex Holmes, Federica Quaglia, Taekwon Son

  • Nicole Vasilevsky welcomed the attendees and gave a presentation to the attendees.
  • Nicole provided a summary of why the constitution required revision:
    • We would like to increase the number of EC members from 9 to 11 to reduce the voluntary work load on individual EC members.
    • Since we need to protect our legal and financial liabilities and risks, the ISB EC feels that the best approach is to become a non-profit in Switzerland, and we must abide by their laws
    • By becoming a non-profit organization, the Society and our assets will be protected from certain legal and financial liabilities/risks to the EC
    • The EC members will be also be protected from legal and financial liabilities and risks
    • In order for the ISB to meet the requirements of a non-profit organisation.
    • There are specific requirements for managing the financial and taxation responsibilities of non-for-profit organizations
  • Nicole explained why changes are needed to be made to the constitution:
    • Since the ISB is based in Switzerland, we must follow Swiss laws for non-profit organizations, which include having a member of the EC be based in Switzerland. Unfortunately, this approach is misaligned with our Code of Conduct statement:
      • The ISB is committed to the inclusion and recognition of all community members regardless of sex, race (color, nationality (citizenship), ethnic or national origins), age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, religion or belief, sexual orientation, culture, political or other opinion, socioeconomic status, or physical appearance, hereafter termed “protected characteristics”.
      • The ISB is committed to the prevention of any kind of discrimination based on any of the protected characteristics stated in point 1.
      • To address this we will add a statement to the code of conduct to explain this.
  • Nicole explained that the EC has revised the Constitution document and renamed it the Articles of Association, and that ISB members were invited to vote on the proposed changes.
  • Nicole explained the main differences between the Articles of Association and the Constitution is that ISB Executive Committee will be increased from 9 to 11 members and that one EC member will be a Swiss resident, this is stated as:
    • The Committee shall be composed of at least nine and at most eleven members.
    • At least one Member of the Committee with signatory powers must be a Swiss citizen or a citizen of a Member State of the EU or EFTA and have their domicile in Switzerland.
  • Nicole pointed out that if the Articles are approved we will get these translated into French and signed by the ISB EC and revise the current Governance Guidelines.
  • Nicole explained that if these changes were agreed then we would implement the following change of EC member election rules that the nominating committee would be required to apply at the end of the EC election:
    • In EC member elections where a resident of Switzerland needs to be appointed to the EC:
      • 1. The first EC member position allocated will go to the resident of Switzerland with the most votes.
      • 2. The remaining EC member positions will be allocated to the candidates with the highest number of votes. 
  • Nicole then invited the ISB members to raise any questions they had about this issue.
    • There was a concern about the balance of the EC if there was always a Swiss resident on the EC – suggestions were made to limit the power of the Swiss EC member:
      • by not allowing them to be chair unless they had sufficient votes to be in elected within the top group of EC candidates – this suggestion was put to the vote to those present, 6 voted for this, 7 against and 1 abstained.
      • Having a member of the EC who had to vote in opposition to the Swiss EC member, to prevent the Swiss EC member taking control of the ISB. This suggestion was not taken further.
      • It was pointed out that around 1/5th of ISB members are currently based in Switzerland and therefore they were currently under-represented as a group in the EC. Until 2021 there has always been at least one Swiss resident on the EC. Over 50% of the current EC is based in North American. Ideally we would like the ISB to have more members from around the world.
      • Another question raised was which Swiss candidate would be selected if there was a tie in the number of votes cast – it was agreed that this decision would be decided by the chair.
      • Another question raised was what would happen if no Swiss residents put themselves forward for the EC. It was proposed that the ISB EC would use its powers, as listed in the Articles of Assocation and the Constitution to co-opt a Swiss resident to the EC as a non-voting member.
      • It was agreed that during the EC election it should be made clear that one new EC member in the forthcoming election has to be a Swiss resident.
      • After a question about how the EC chair is selected it was explained that the EC decided this following the formation of the new EC each November.
  • At the end of the discussion Nicole read out the number of votes cast through the Election Runner system on the proposal to accept the revised Articles of Association. 54 ISB members agreed with the proposal, 2 voted against. 197 ISB members were invited to vote. As there were only 14 ISB members attending the EGM the final decision of the ISB members could not be changed and Nicole confirmed that the revised Articles of Association document had been accepted.
  • Nicole close of meeting after 44 minutes.

Results of online vote

Election runner closed 13 September 2022

  • 197 ISB members emailed
  • 26% ISB members voted
    • 54 ISB members agreed with the proposed ISB Articles of Association
    • 2 ISB members disagreed with the proposed ISB Articles of Association