[Chapter-delegates] Membership or Mission?

[John More]

The problem is that the Internet Society is neither fish nor fowl.  It has members, but they have been given no role.  So the question is how to create a legal structure that reflects what the Society is or wants to be.  It is entirely consistent to give members more of a role (actually some role) in the governance of the Society. The role could be to elect Trustees. Or the Chapters could continue to elect Trustees either with Chapter member input or just the Chapter board doing so.  

The problem here is even if Chapters are the vehicle for electing Trustees representing the broader community, it leaves out the very large number of global members who do not belong, or are not interested in, belonging to  Chapter. One of the current stated goals of the Society is to increase the membership.  What do these new members get?  Not much.  What is their commitment (other than a commitment to the principles of the Society) nothing?  No contributions are asked (or required). The Society has not to my knowledge ever asked them to sent a message (sign on to a petition).  Social Media 101!!

I fully concur with Veni.  This is not a question of the people who have served the Society as Trustees or staff.  It is a question of what the Society wants to become.  Does it want to have an active membership? Even if everything is to be organized through the Chapters, the issue still remains (and constantly comes up), even if not fully justified, what is the role of the Chapters in the overall governance?  

John More

PS  US tax law permits both a charitable organization where the Board selects itself and one where the members elect the Board/Trustees, but the Borad/Trustees is responsible for the management and direction of the organization.




John More
Treasurer
Greater Washington DC Chapter
   of the Internet Society
jmisoc_dc at me.com

SCANNED BY NORTON ANTI-VIRUS.



On Mar 24, 2012, at 11:59 AM, Christopher Wilkinson wrote:

> 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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> 
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