[Chapter-delegates] An invitation to the Webinar re. LoA/Dashboard and New Tools available

[John More]

Dear Jacek

I have provided the legal framework for two iterations of the Greater Washington DC Chapter. I spend a fair amount of time with non-profits and nonprofit governance. In the 1970s I helped start a Chapter of the Sierra Club in Rhode Island.

I think the Affiliation Agreement is an extremely important document.  It goals are laudable -- to strengthen the Internet Society and the Chapters by creating accountability. However, I don't thank that Chapters have been brought into the process (at least from what I have been able to see). Further, as I remember the Bylaws of the Society needed revisions to go along with the Affiliation Agreement.  It does not appear that these revisions have been made.

I had provided comments on an earlier version of the Affiliation Agreement about a year ago.  Then I heard nothing more  In a quick review of this document I find that it still contains major flaws. I do not see how Chapters can be asked to sign on without having had a chance for the Chapter governing bodies to have some input.

I will make only a couple of major points, some of which I made before.  

There is no mechanism for resolving a dispute.  There is no identified committee or body within that has the responsibility to review a Chapter's alleged failure to meet the standards and conduct some sort of process (independent of whatever person or body that monitors compliance and finds a failure) with a chance to be heard. There is no provision for a chance to be heard. 

I pulled up a section of the Sierra Club's Bylaws that suggests a minimum provision (perhaps there is one but it does not seem to be referred to in the document). 

8.4. The Board may, by affirmative vote of at least nine (9) Directors, suspend or annul a chapter if, in the judgment of the Board, such action is in the best interest of the Club. Such action shall not affect the standing of the individual members as members of the Club. The Board shall not suspend or annul a chapter until the following conditions are met: (1) written specification of the ground or grounds upon which the proposed action is to be based shall have been furnished to the members of the chapter involved and to the officers of the Sierra Club Council; (2) a reasonable opportunity shall have been provided for members of the chapter to present evidence in opposition to the proposed action with a full opportunity to be heard thereon; and (3) the advice of the Sierra Club Council on the proposed action shall have been received.

Note that the Council, an advisory body consisting of one representative from each Chapter, has an advisory role before a action can be taken against a Chapter. This is a legal document that should have this sort of due process protection.

Finally the timetables for compliance seem very rigid.

As it stands, I would have to recommend to our Chapter's governing board that it not sign the Agreement as written.

Yours,

John More
Greater Washington DC Chapter


On Mar 3, 2012, at 7:34 AM, President ISOC-KH wrote:

> Hi Jacek,
> 
> I have now signed in to be available at one of the two Doodle time slots – but I did so with some reluctance.
> 
> According to my mailbox of outgoing mail, I had responded on Wednesday, 29 February 2012, quite in detail – and some of my concerns were similar to what some others on our Chapter List expressed. I do not want to repeat most of what I already wrote – except the point that I find it difficult to respond under time pressure with the brief time line offered, and I do not see why we should engage in such an important issue suddenly. You say: “The LoA has been in development since 2010 and many individuals in the Chapters have participated in its evolution.” I am sorry that I obviously missed it when this was discussed on our common platform, the Chapter-Delegates list.
> 
> You also requested: “LoA (see attachment) note that at this stage we share it only with you, so you are kindly requested not to forward it further until we have heard and incorporated your feedback.” We live and work in a fairly top-down traditionally autocratic environment – but in our ISOC chapter we try very consciously to practice a different style of communication and cooperation. For me not to share a draft on fundamental questions is contrary to what we stand for.
> 
> You say also:
> 
> “Your feedback is especially important prior to translation, Specifically we would like to know if the content make sense to you, if anything is missing and if the language is easy to understand...”
> 
> This wording does not seem to reflect at all some of the basic questions which had been raised: What is this whole exercise about – especially in view of the surprising wording about the relationship between “ISOC Global” (what is it?) that is entering into contracts with the chapters. Before dealing with the wording for translations, this basic question needs to be clarified. Did we already agree – or even discuss – that there will be “a more public launch”? Your moving up the timing from 12 and 16 March now to 6 and 8 March shows a haste which I do not understand – as others also had proposed to have an online chat maybe much later, only after having had enough time to discuss the issues involved on the Chapters-Delegates list.
> 
> During the recent communications on this list, you mentioned also something about a change of the Bylaws. The draft Letter of Affiliation touches on a number of issues regulated in the Bylaws, and where a chapter is a legal entity in the countries where they are established under the law of the country (that is what the ISOC Bylaws daft had suggested, which is the basis on which we started to operate), any changes proposed may require quite complicated legal re-arrangements locally. I am surprised that the issue of Bylaw changes was mentioned only casually.
> 
> Finally, I would like to remind us all of the mail from Christopher Wilkinson which he wrote as Chair of the European Chapters Coordinating Council, date stamped in my inbox on 29 February 2012. I kindly request that the serious items listed up there should be re-read, as they need to get a clarifying response before a webinar, as planned – again upsetting many schedules - at extremely short notice - is actually held.
> 
> With my best greetings,
> 
> Norbert Klein, President, ISOC Cambodia Chapter
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