[Chapter-delegates] Bylaws discussion

[JOHN MORE]

The bylaws have to serve three purposes. First there is the need to meet the requirements of the law where the Society is established. There are two aspects.  One legally required for a DC corporation (officers, structure of board, amendment of bylaws, notice, meetings). The other is providing protections for officers and directors to the fullest extent permitted by DC law.  These provisions are wordy and legalistic. The number of words has no real relevance in this discussion.

Second is a statement of the mission of the organization.  This can be longer or shorter.  But it would not normally cover the roles of the constituents, except it could reasonably state that the chapters are the instrument for the individual members to have influence within ISOC and to implement its mission more locally. 

The final purpose is to create a structure that reflects the character of the organization. The Society is not a simple individual member or Chapter-driven organization. It is multi-stakeholder.  However, the important role of the Chapters needs to be reflected in the By-laws. That is why I have proposed that there be an annual meeting of the Chapters where the vote for Chapter-elected Trustees (in person and by electronic voting for any unable to attend). The meeting would also allow chapters to discuss issues of common concern. I also propose protections before a Chapter could be decertified. Note there is no requirement to decertify. It should be a last resource after rejuvenation efforts and discussions have failed. 

John More

Sent from my iPad

On Apr 24, 2012, at 11:15 AM, President ISOC-KH <president at isoc-kh.org> wrote:

> Dear Colleagues,
> 
> unfortunately I cannot make it to the public meeting ? it coincides, and I could not change the time I am teaching.
> 
> But I still would like to share some observation which I consider to be basic:
> The present draft starts with describing administrative structures ? what I strongly hope for is that the final document will start with a description of purpose, and the membership congregating around the common purpose, including a clear description of this body ?Internet Society? - which has a purpose and a membership.
> 
> The membership: The members who shares the common purpose ? from this follows how to structure the Bylaws: the members, assembled in Chapters, and as a sideline: there are also the institutional members. (The present Bylaws draft makes it anyway clear that the organizational members do not have any role EXCEPT nominating Board members). Crucial are, however the members structured in Chapters.
> 
> Also the question of support for new and weak but growing Chapters would follow naturally from such an approach: it is a question of solidarity among the membership of the world-wide Internet Society which helps its growth.
> 
> If this basic point of entry were taken, the way how the board and the office is formed would follow from the purpose. At present there is ? at least the impression or the misunderstanding is possible that FIRST there is the Office and the Officers, and the rest is subordinate.
> 
> There is another real unbalance in the present layout: while the membership-in-chapters received only a fairly brief section of text, the present draft ends with long legal regulations about indemnity etc. of for persons in the center.
> 
> Sorry to be brief and not going into details -  I think the details might be quite different if the document would be conceived with the purpose and membership as its center.
> 
> Norbert Klein
> President ? ISOC Cambodia Chapter
> 
> 
> 
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