[Chapter-delegates] By-laws discussion during the Global INET

Wed Apr 25 09:19:49 PDT 2012

Dear Grigori

Thanks for continuing the dialogue. On Armenian law, are you saying that an Armenian-registered NGO must accept anyone who applies for membership or that asking someone to sign up at no cost to be a "member" of another affiliated organization would not be permissible. For the latter case, ISOC could waive the requirement (at least as far as US law is concerned).

So I feel you misread the effect of US law. There is no requirement that members of ISOC have bylaws or even be a legal entity. That is why I say as a general matter I see no reason why ISOC cannot be as flexible as is need to be in order to be worldwide. As was stated in the session yesterday on the By-laws, the proposed changes concerning Chapters, numbers of Trustees, whip elects Trustees and how was NOT required by US law or the law of the District of Columbia where it is incorporated.

Most important, there is no requirement that a Chapter be a legal entity.  However, any group of individuals can draft a set of By-laws to govern how they will operate even if they are not a legal entity. So a Chapter does not need to be an Organizational Member.

So we actually agree on the need for worldwide coverage and the need to work with the law of the home country. There is nothing in the proposed By-laws that would seem to suggest that ISOC.AM is not as good a Chapter as ISOC France or ISOC-NYC.

So I thank you for your clarification of your concern.  Very helpful. I hope I have been able to provide some clarification in turn. 

Please note that I am speaking only as someone who has worked in the areas of international and comparative law and US NGO formation, not in any capacity with ISOC or ISOC-DC.

Yours,

John More

On Apr 25, 2012, at 11:18 AM, Grigori Saghyan wrote:

> Dear John,
> just an example:
> According to Armenian laws any Armenian citizen can participate in any
> Non-Governmental Organization, registered in Armenia. At the same time,
> in order to become ISOC.AM member applicant must register himself in
> ISOC Global as a member, and only after that this person can participate
> in ISOC.AM as a member.
> 
> Do not agree, that there is a speculation from my side, it is only
> explanation of a problem.
> 
> But I understand your point: ISOC Global is an organization, acting
> according to US laws, and if anybody want to join, he must adjust his
> By-Laws to US laws.  If it is impossible, this organization will not be
> a member of ISOC Global.
> 
> I do not speak about the ideology like support the  Open Internet,
> ISOC.AM is supporting all ISOC Global initiatives for more than 15
> years. I want to underline, that By Laws is a formal document, where you
> have to have all formal definitions, first of all - who has rights to be
> a member of ISOC Global - individual member, organization member.
> Chapter is an organization? So it is organization member. Chapter is a
> group of individuals without By Laws? Just indicate it.   Or it is a
> group of individuals with its own By Laws?  So it is not ISOC.AM in our
> case? this is very important question. ISOC Global will be much more
> stronger, if will have worldwide coverage, I think this is the key for
> success.
> 
> Once more want to confirm, that ISOC.AM supports   ISOC Global
> initiatives, currently I am working with our PTT ministry on new  ITR
> definitions in close cooperation with responsible personnel from ISOC
> Global.
> 
> With respect,
> Grigori
> ISOC.AM
> 
> 
> 
> On 4/25/2012 11:27 AM, JOHN MORE wrote:
>> Dear Grigori
>> 
>> You reference the "term 'Chapter' in the By-laws".  Hardly a concrete example. You seem to be speculating that somehow the laws of different countries could require the Chapter to be in conflict. As a general matter that seems highly unlikely. Do you have an actual example?
>> 
>> If it were true that somehow a country's laws would require a chapter in that country to  take a position against the open Internet, for example, then I respectively suggest that the chapter should not be affiliated with the Internet Society. Moreover, if there is a concern that Chapters could be decertified too easily for a minor disagreement, then including a provision in the proposed By-laws requiring due process and Board approval before  a Chapter could be decertified would address that problem. 
>> 
>> In any event, what are you calling for? That there be no requirement that to be certified as Chapter, the Chapter should be willing in general to agree with the positions taken by the Society or meet some very minimal standards? 
>> 
>> I did suggest in my comments that Chapters Article of the By-laws include a reference to the laws of the jurisdiction of the Chapter. Perhaps that addresses your concerns. 
>> 
>> John More
>> 
>> Sent from my iPad
>> 
>> On Apr 24, 2012, at 7:44 PM, Grigori Saghyan <gregor at arminco.com> wrote:
>> 
>>> Dear John, All,
>>> concrete example - is the term "Chapter" in the By-Laws. I also hope,
>>> that Chapter and ISOC shall have same positions. But with different
>>> By-Laws it is impossible in some cases - each country thas its own, in
>>> some cases, different laws.
>>> Grigori Saghyan
>>> ISOC.AM
>>> 
>>> 
>>> On 4/24/2012 2:09 PM, JOHN MORE wrote:
>>>> You have made this statement before, but have given no concrete examples from what is in the bylaws. You are not claiming I would hope that a Chapter should not be free to oppose publicly positions of the Society. 
>>>> 
>>>> John
>>>> 
>>>> Sent from my iPad
>>>> 
>>>> On Apr 24, 2012, at 10:58 AM, Veni Markovski <veni at veni.com> wrote:
>>>> 
>>>>> I am not sure I can join today at 12:15, as I am at another meeting, which may not have ended by then, but here are some comments, and hope they will contribute to the discussion. They are only for the chapters' section, I count on John, Klaus and others, who have sent their comments on the rest of the document.
>>>>> 
>>>>> General observation and notes: ISOC by-laws cannot require from chapters to do things, or to participate in things, which might be illegal in certain jurisdictions, or even if not illegal, might be delicate for implementation. The way the by-laws are written now, they are (again) somewhat more US-centric than internationally oriented.
>>>>> 
>>>>> v.
>>>>> 
>>>>> 
>>>>> 
>>>>> On 4/24/2012 02:48, Klaus Birkenbihl wrote:
>>>>>> Not sure if I can make it here my 2pence for the discussion.
>>>>>> we learned:
>>>>>> - ISOC is cause based
>>>>>> - funny enough according to some US legislation this can be used
>>>>>>   as a reason to deny influence and control to the membership
>>>>>> So the message we hear is (this applies to all earlier ISOC bylaws
>>>>>> as well): we are allowed to do it this way therefore we do it this
>>>>>> way.
>>>>>> So ISOC took the easy way to bridge the gap between a - at least
>>>>>> conceptually - huge membership and limiting the power and control
>>>>>> to mostly a "knowledgeable" inner circle. This makes it easier
>>>>>> to provide continuity and stability, but can also be the source
>>>>>> of nepotism and cliquism.
>>>>>> But what it doesn't reflect is the spirit of the Internet: openness,
>>>>>> transparency and participation. Even the discussion that was set-up
>>>>>> lacks this openness by separating the org members discussion from
>>>>>> the personal members discussion. Divide et impera?
>>>>>> Without getting to much in details: I would appreciate if ISOC
>>>>>> would become an organization that does a better job in balancing
>>>>>> pretension and reality. Wrt the bylaws this means that we should
>>>>>> do a better shop in balancing competence, commitment and
>>>>>> influence. This would much better serve our cause than using
>>>>>> the cause as an excuse to continue to run a mostly closed shop.
>>>>>> 
>>>>>> Best, Klaus
>>>>> <ISOCbylawsdraft-20120320-edits-veni.pdf>
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>>> 
>>> 
>>> -- 
>>> Grigori Saghyan
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>>> 
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>> 
> 
> 
> -- 
> Grigori Saghyan
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> 