[Chapter-delegates] Pour Memoire: ISOC ByLaws - Proposed Amendments for Chapter membership

Christopher Wilkinson cw at christopherwilkinson.eu
Sat Jul 30 07:59:36 PDT 2011


Dear Members of the Board of Trustees:

With reference to the discussion this afternoon of the proposed  
amendments to the ISOC Bylaws, allow me to recall the draft amendment  
which I submitted to Chapter Support on 18 November 2010 following the  
discussion at the London INET/Chapters meetings in London.

Best regards,

Christopher Wilkinson

------------------------------

INTERNET SOCIETY BYLAWS

  . . . .

Article VI – Membership (now proposed Article V)

Section 1.

The Society shall have three classes of members: Chapter Members,  
Organizational Members and Individual Members.

Section 1 bis.

The Society shall have Chapter Members in those countries, regions and  
cities where Internet Society Chapters may be created and endorsed by  
the Board.

Member Chapters shall elect to the Board such number of Trustees as  
may from time to time be determined by the Board.

Member Chapters may constitute among themselves Regional Associations  
subject to applicable local law.

Section 2. Organizational Members [unchanged]

Section 3. Individual Members [unchanged]

Section 4. Founding and Pioneer Members. [unchanged]

Section 5. The Board is authorized to add, delete or remove classes of  
members by the affirmative vote of at least two-thirds of the members  
of the Board of Trustees then in office. [unchanged]

Section 6. The Society shall have such meetings of its members as the  
Board of Trustees shall from time to time fix. [unchanged]


INTERNET SOCIETY ARTICLES OF INCORPORATION

  . . . .

Clause 5:	The corporation shall have classes of members, and the  
qualifications and rights of the members, including any right to vote,  
shall be as provided in the by-laws. [unchanged]

  . . . . .

---------------------------



On 18 Nov 2010, at 17:48, Christopher Wilkinson wrote:

> 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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