[Chapter-delegates] Membership or Mission?

[Veni Markovski]

+1 for the last sentence. And I'm sure many will support that the board
structure has to change to reflect it.

On Saturday, March 24, 2012, Eric Burger <eburger at standardstrack.com> wrote:
> There has been a lot of discussion on the Chapters’ list about what sort
of organization the Internet Society is. A number of people have offered
the Internet Society is a membership organization. However, the Internet
Society, since its founding, in the original Articles of Incorporation, and
the original bylaws, has always been a cause-based, mission-oriented
organization.
>
> It is important to understand the different kinds of organizations, and
to understand why the Internet Society is a mission-based organization and
not a membership organization.
>
> What is a membership organization? Most membership organizations have the
goal of furthering the welfare of its members. There is a category of
501c(3), the U.S. legal code for charities, which describes this situation.
The governance of these organizations is usually direct election of the
board, often from a slate of individuals presented by a nominations
committee. Qualification for that slate more often than not includes
qualifications such as amount of money raised for the organization.
Moreover, it is not unusual for the election to be uncontested. That is,
the slate is the same size as the board.
>
> What is an industry association? Most industry associations have the goal
of furthering the welfare of its members. Industry associations are made up
of corporate entities and occasionally individual members. There is also a
category of 501c(3) that covers industry associations, distinct from
membership organizations. The governance of industry associations is
usually an election process where the votes are allocated by class. Class
often, but not always, allocates more important companies with more votes
or a larger allocation of board seats. The definition of important depends
on the association. It may be as simple as how large the company is, often
measured by revenue. It may be complex, reflecting the industry the
association is serving. An example is where the association considers
industry customers more important than industry vendors.
>
> What is a caused-based association? Most cause-based associations have
the goal of furthering their mission, irrespective of who there members
are, if they have members, and irrespective of whom the donors are. There
is yet another, distinct category of 501c(3) that covers caused-based
associations. The governance of these organizations is most often a
founding Board that self-appoints successors. Some of these organizations
do have board elections.
>
> The Internet Society is unquestionably a cause-based association. No
matter how many Organization Members want put a tax on the Internet, the
Internet Society will NEVER have a vote to adopt such as position. No
matter how many Chapters want to impose restrictions on the kind of speech
allowed on the Internet, the Internet Society will NEVER have a vote to
adopt such a position.
>
> Even though the Internet Society is cause-based, one of its causes is
open, transparent, and inclusive process. That is one reason why the
Internet Society itself does have an election process for the board. It is
true that in the original bylaws, the Internet Society happened to have
taken the approach most often used by industry associations for building
the board. There were three classes of board members. Organization members
were more important than Chapters and the technical community. The new
bylaws will still have three classes of board members, but no class will be
more important than any other class.
>
> The bylaws committee looked long and hard trustee selection. For any
measure that one uses to try to allocate seats in a disproportionate
manner, there are three other measures that would have the class electing
more trustees electing fewer. For example, if one went on raw membership
numbers, Chapters would elect all of the trustees. If one went on revenue
raised, the technical community would elect most of the trustees. If one
went on net cash raised, the Organizational Members would elect most of the
trustees, the technical community would elect a few, and Chapters would
elect none.
>
> Trustees, once elected, represent all sectors of the Internet: those that
create it (the technical community), those that build and operate it (the
vendor community), and those that use it (civil society). Thus it was hard
to justify any allocation of board seats other than an equal distribution.

-- 
Best,
Veni

== Sent from my phone, so any spelling mistakes are caused by the
touchscreen keyboard. That's a nice excuse, isn't it;-)
-------------- next part --------------
An HTML attachment was scrubbed...
URL: <https://elists.isoc.org/mailman/private/chapter-delegates/attachments/20120324/c76e1359/attachment.htm>