Board Working Procedures

Version adopted by Board#148 (5-6 June 2024)

1 Board membership, attendance, tasks and duties, and basic rules of operation

1.1 The Board's membership and attendance is governed by Annex 7 of the Rules of Procedure, with the additional provisions of Article 6 below. The number of members, and their mandate period, are described in the applicable resolution of the General Assembly.

1.2 The Board's tasks and duties shall be those described in Article 5 of the Rules of Procedure. The specific functions it is to exercise to carry out these tasks and duties are contained in the applicable resolution of the General Assembly.

1.3 The Board's basic rules of operation shall be those contained in Annex 7 of the Rules of Procedure.

1.4 Void

2 Board officers and functions

2.1 The Board shall elect at least one (1) Vice-Chair.

2.2 A secret ballot shall be held. The candidate having the highest number of votes shall be elected.

2.3 The Board may decide upon special assignments or functions for individual Board members where these are needed.

2.4 The Secretariat shall provide a Secretary.

3 Meeting frequency

The meeting frequency of the Board shall be adjusted to the tasks to be carried out. The meeting schedule for the following year shall, as far as possible, be made available to the Autumn General Assembly meeting.

4 Calls for Board meetings

4.1 The draft agenda for Board meetings shall be announced to all ETSI members at least thirty (30) calendar days before the due date.

4.2 Specially convened Board meetings may be held on proposal of the Chair or on request of a majority of Board members.

5 Meeting location

5.1 By default, Board meetings shall be organized within the premises of ETSI in Sophia Antipolis. This is in order to ensure efficient access to all Secretariat resources and information.

5.2 On invitation of Board members, Board meetings may be organized outside the ETSI premises once or twice a year, subject to Board agreement.

5.3 On invitation of Full and Associate member(s), not represented in the Board, Board meetings may be agreed outside the ETSI premises but usually within Europe, if:

1) specific agenda items require or justify an external Board meeting; or if,

2) the Board will profit from an external meeting, e.g. if combined with another meeting of relevance or importance to the Board, (this might also be e.g. a Global Telecommunications Fair, any other ETSI related appropriate event, or technical visits); or if,

3) ETSI, in general, will obtain a specific benefit from the external meeting, e.g. new members, new working arrangements or new working areas etc.; or if,

4) another ETSI visit like ETSAG, Capital City Tour, or other promotional activity cannot respond to the needs of the inviting member(s).

5.4 All invitations to external Board meetings shall be assessed by the Board on a case-by-case basis. The (non-comprehensive) guidelines above may support these assessments.

6 Special attendance at Board meetings

6.1 Void

6.2 Chairs of Technical Committees, ETSI Projects, Industry Specification Groups, Special Committees and Software Development Groups, may also be invited by the Chair to attend a particular Board meeting as Guests for discussion of agenda items relating to their group. They shall have the right to speak and to present a written contribution but should only participate actively during the discussion of agenda items concerning their group.

Chairs of Technical Committees, ETSI Projects, Industry Specification Groups, Special Committees and Software Development Groups, can be requested by the Chair of the Board to leave the meeting temporarily in the case where the Board handles confidential or personal matters.

The intention of the Chair of the Board to invite Chairs of Technical Committees, ETSI Projects, Industry Specification Groups, Special Committees and Software Development Groups, should be clearly stated in the draft agenda.

6.3 The Chair may invite representatives of other standardization organizations or specification providers to attend the Board meetings as Guests during discussion of particular agenda items affecting them. Such representatives shall have the right to speak and to present a written contribution.

6.4 ETSI members can ask for an invitation to attend Board meetings as Guests. Interested members should make their request to the Chair three (3) weeks before the Board meeting is scheduled. The Chair may also invite ETSI members to attend Board meetings as Guests.

A Guest who has significant commercial or societal interests on a particular agenda item shall have the right to speak and to present a written contribution. They may also request the deferment of any decision which affects them.

The number of Guests invited to Board meetings will normally be limited to five (5).

Depending on the Board meeting location, the Chair of the Board may have to consider the local environment when determining the number of Guests invited.

ETSI members already represented through a Board member are not expected to send Guests to Board meetings.

The request to attend Board meetings is honored on a first-come, first-served basis. Guests which have attended a Board meeting will receive a lower priority when considering the requests for attending subsequent Board meetings. Guests do not normally actively participate in Board meetings. Guests shall not make ongoing Board discussions public.

The names of the Guests shall be indicated to the Board in advance of the meeting.

6.5 Guests can be requested by the Chair of the Board to leave the meeting temporarily in the case where the Board handles confidential or personal matters.

7 Minutes

The minutes of Board meetings shall be non-verbatim and of a summary nature, although all matters discussed by the Board shall clearly be recorded, as should the resulting background to decisions taken. The views of individuals shall be recorded where they so request, for instance if they wish to record formal disagreement with a Board decision.

8 Board documentation

8.1 Documents for Board meetings shall be numbered as per Clause 1.5.3 of the Technical Working Procedures.

8.2 The cut-off date for decision documents will normally be at seven (7) calendar days prior to the meeting. The submission date of the document will be indicated in the top right-hand corner.

If the submission date is after the cut-off date, then a cross will be put in the "late submission" box.

Revised documents will show their new submission date but will not be marked as "Late submission".

"Late submission" does not prevent the Board from taking a decision based on the document, but such a decision may be deferred at the request of any Board member who feels that he/she has not had sufficient time to consider the issue. Deferral can mean either "Decision to be taken by correspondence" or held over until next Board meeting, depending upon the issue.

8.3 Board documents shall be classified as being for Decision, Discussion or Information.

The Board may, of course, take decisions based on a Discussion/Information document provided that there are no objections.

Documents provided for Information will only be presented during the meeting when necessary to support a Decision/Discussion document, otherwise they will simply be noted afterwards in the minutes of the meeting as "Document XXX was provided for information".

9 Principles of decision-making

The Board shall endeavour to reach Consensus on all issues.

If Consensus cannot be achieved during or between Board meetings, the Chair may decide to take a vote or to defer the matter to a later Board meeting or to the General Assembly.

10 Quorum and voting at Board meetings

10.1 The Board shall have a quorum if more than half of the number of elected Board members are present or are directly and permanently connected via electronic means.

10.2 If the meeting lacks quorum, the meeting can proceed, but no decision in the name of the Board can be taken.

10.3 When voting, each elected Board member shall have one (1) vote. A vote within the Board will be confidential if one (1) or more Board members request it.

10.4 The default rule for majority should be fifty percent (50%) of the votes cast, but the Board may itself decide to vary this in individual cases, considering that contentious decisions always can be overruled by the General Assembly. Abstention or failure to submit a vote shall not be included in determining the number of votes cast.

11 Voting by correspondence

11.1 Voting by correspondence may be performed between meetings if necessary. The voting period will normally be twenty-one (21) full calendar days.

In the case of a lack of Quorum (less than fifty percent (50%) of the Board members reply) or a negative result then the issue will automatically be deferred to the next meeting.

11.2 For each vote by correspondence, the Board Secretary will dispatch an email announcing the vote.

Any relevant documents will be attached to the email and placed on the server area for the following Board Meeting.

11.3 The result of the vote will be announced by email immediately after the closure of the twenty-one (21) calendar day period, the decision will be numbered as a decision of the next Board meeting and will be brought to the attention of that meeting in a "Matters arising" document.

 12 Rules applying to STF Funding discussions and decisions

12.1 STF proposals shall be presented in a Board meeting by either the Chair or a Vice-Chair of the proposing Reference Body.

In exceptional cases, the Chair of the proposing Reference Body may nominate another member of the proposing Reference Body to present an STF proposal, and the Board Chair shall be informed prior to the meeting.

12.2 If none of the authorized presenters are attending - either physically or remotely connected - the Board meeting deemed to discuss the STF proposal, this proposal shall not be discussed.

The presentation of the STF proposal may be re-scheduled at a following Board meeting if the agenda permits, if budget is still available and if an authorized presenter is attending.

12.3 To avoid any conflict of interest, any Board member having a potential financial interest, personal or professional, direct or indirect, immediate or future, in an STF proposal shall disclose this information to the Board prior to the presentation of the STF proposal.

12.4 Each of the following situations may be considered as a potential conflict of interest:

1) Board member intending to seek personal benefit from the funding of an STF submitted for decision to the Board;

2) Board member having a financial dependency on organizations (employee, associate, owner, contractor) intending to receive STF funding from an STF proposal submitted for decision to the Board;

3) Board member supported by an ETSI Full member organization, where the latter intends to seek benefit from the funding of an STF submitted for decision to the Board.

12.5 Any Board member having disclosed a potential conflict of interest, and the presenter of an STF proposal:

1) may listen to the related discussion(s) during the Board meeting, and/or

2) may access the related email exchange(s), and/or

3) may attend the related conference call(s) without the right to intervene, unless expressly invited by the Board Chair to provide any additional information necessary for the Board to take an informed decision on the STF proposal,

4) shall be requested by the Board Chair to temporarily leave the meeting during the Board decision-making.

12.6 Failure to comply with the above rules will be considered as a conflict of interest that excludes the concerned Board member(s) from further participating in the specific STF proposal discussion where the conflict has been identified and in this STF project implementation.