[Chapter-delegates] By Laws review.

Wed Jul 6 00:15:11 PDT 2011

Dear Raúl:

Thankyou for this communication about the revision of the Internet  
Society Bylaws. It is pleasing that this overdue process is now  
underway.
Allow me however to contribute a few comments about the content and  
the process.

The original request for an amendment of the Bylaws was made in  
November 2010, following the London INET and Chapter meetings.
The only request, see below, was to create a membership category for  
Chapters and to bring the Bylaws into line with the Articles of  
Incorporation regarding the voting rights of members.

It now turns out - more than six months later - that the revisions  
proposed by the Board ad hoc committee address everything except  
Article V, Membership, (previously Article VI).
Structural and Membership issues are to be considered later because  
they require "significant input from all of ISOC’s stakeholders." If I  
may say so, there was time for this to have been done during the past  
six months. Particularly as some significant input had already been  
received.

More specifically, I would query the proposed Article II, Section 2  
Election of Trustees. (New)
This would now state that "With the exception of the President, all  
Trustees shall be elected or otherwise selected in accordance with the  
procedures set forth by a resolution of the Board".

I need not point out that this constitutes a very substantial  
delegation of powers to the Board of Trustees. In particular, such a  
resolution (depending on its scope) risks compromising ISOC's  
conformance to Article 5 of the Articles of Incorporation which states  
that " ... the qualifications and rights of the members, including any  
right to vote, shall be as provided in the by-laws". Indeed, the  
current Bylaws are not consistent with this requirement, and the  
proposed amendments do not address this primary "legal and governance"  
issue.

Consequently, you may not be surprised that I express a certain  
disappointment as to the speed and scope of this exercise by the Board  
of Trustees. Also, I would be grateful if ISOC would publish the  
membership and participation of the Ad Hoc Committee to which you refer.

WIth many thanks and best regards,

Christopher Wilkinson
Chair, Internet Society European Chapters
<isoc-ecc.org>

Attachment:	Message of 19 November 2010, and attachments.

On 30 Jun 2011, at 18:43, Raúl Echeberria wrote:

>
> Dear Chapter Delegates:
>
>
> As the Internet Society and the Internet environment continue to  
> evolve, ISOC’s Board of Trustees requested a comprehensive review of  
> the By-Laws of the organization to ensure they reflect our growing  
> global mission and the importance of the Internet community in that  
> mission.
> As the By-Laws have not had such a review in several years, we will  
> first address updates in legal and governance procedures to ensure  
> ISOC is in compliance with applicable corporate and tax rules.   
> Recommendations for such updates will be made at the upcoming Board  
> meeting by an ad hoc committee comprised of Trustees, officers,  
> members of ISOC’s management team, and legal counsel.  The  
> recommendations to be discussed in Quebec City will not address  
> structural issues of ISOC membership and organization, as these  
> topics require significant input from all of ISOC’s stakeholders.
>
> The Board will be reaching out to all parts of the Society,  
> including chapters, organizational members and individual members,  
> to participate in the upcoming discussion about these structural  
> issues later this year.
>
> We very much appreciate the valuable time that ISOC stakeholders  
> will take to read, digest, consider and comment as we review our  
> structure under ISOC’s framework of openness, innovation and  
> inclusion.
>
> For your further information, I include a helpful link to key  
> documents to be considered by the Board of Trustees in Quebec City:
>
> Current By-Laws of ISOC
>
> Summary of Proposed Amendments
>
> Proposed Amended/Restated By-Laws
>
> http://www.isoc.org/isoc/general/trustees/bylaws_amendments.shtml
>
>
>
> Raúl Echeberría
> Chair
> Internet Society Board of Trustees
>

Begin forwarded message:

> From: Christopher Wilkinson <cw at christopherwilkinson.eu>
> Date: Thu 18 Nov 2010 17:48:11 GMT+01:00
> To: ISOC Chapter Support <chapter-support at isoc.org>
> Cc: ECC Council <ecc-council at isoc-ecc.org>, executif at wallonie-isoc.org
> Subject: ISOC ByLaws - Proposed Amendments for Chapter membership
>
> Dear Anne Lord and colleagues:
>
> I recall that during the Chapters' meeting in London on 30 September  
> during the discussion of the proposed affiliation agreement, I  
> mentioned that it might be appropriate for the Internet Society  
> Chapters to be formally recognised as Members of the Internet Society-
>
> On reflection, and after researching this question somewhat, it  
> would appear to me to be rather curious, if not anomalous, that on  
> the one hand the Internet Society Articles of Incorporation require  
> that the voting rights of our Members should be provided for in the  
> Bylaws (and that the Chapters do in fact elect Trustees), but that  
> on the other hand there is no provision in the Bylaws for the  
> membership of the Chapters, not for  their voting rights.
>
> I would suggest that if this situation could be rectified, it would  
> place the discussion on the proposed affiliation agreements in a  
> different and more appropriate and balanced perspective. (I take it  
> that the Internet Society does not propose to enter into contractual  
> performance agreements with e.g. the organisational members.)
>
> The necessary changes could be accomplished through very minor  
> amendments to the Internet Society's Bylaws. I attach a short draft  
> text to this effect.
>
> I would be grateful if the Trustees and Staff of the Internet  
> Society could give this question their attention.
>
> Yours Sincerely,
>
> Christopher Wilkinson
> Chair, ISOC-ECC
>>
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> _______________________________________________
> Chapter-delegates mailing list
> Chapter-delegates at elists.isoc.org
> https://elists.isoc.org/mailman/listinfo/chapter-delegates

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