[Chapter-delegates] Membership or Mission?

[Christopher Wilkinson]

Good afternoon:

Lacking any BoT experience, I shall be as prudent as possible:

<http://www.internetsociety.org/who-we-are/board-trustees/policies-and-procedures/incorporation 
 >

1.	The Internet Society is a membership organisation. Clause 5 of the  
Articles of Incorporation states:

<< 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.>>

2.	I see absolutely no contradiction with a membership organisation  
having a mission. (Which is also provided for in Clause 3 of the  
Articles of Incorporation).

So, let us wait and see how the BoT proposes to square this circle.

Regards,

CW




On 24 Mar 2012, at 12:22, Eric Burger 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._______________________________________________
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