[Chapter-delegates] ISOC Global Bylaws revision

[John More]

Dear Norbert

Your comments are very helpful.  Sorry you will not be participating. 

There are a couple of points, however, that are based on confusions about what is allowed or not allowed by the laws of the District of Columbia (not Delaware) and the US (the only US law applicable are  the tax laws about what activities are permissible for a non-profit and mandating they should be included in the By-laws).

1. There is no legal reason the Bylaws cannot contain a statement of mission.  I have drafted Bylaws that do so (under DC law).

2.  The location of the Article dealing with chapters can be anywhere in the bylaws. However, I do not see how there any implications about whether ISOC is global or not (that comes in the mission statement).

3.  Much of the rest of your comment is very important for working out how the Internet Society should relate to the Chapters as the Society "begins" to recognize the significant role of the Chapters. Many of the details do not belong in the Bylaws, but in the policies and procedures working out the relationship.  I personally feel that the Society needs to have minimal requirements generally applicable, but retain the flexibility to be able to accommodate difficult situations, such as you describe.  I think the Society should provide financial support (which does not need to be the same for a Chapter in the US as for a Chapter in the developing world).  At the same time, Chapters to get support need to raise some money.  Otherwise you become just another group asking for charity.

4.  Some standards of performance are perfectly reasonable.  If you wish to present yourself as an ISOC Chapter, you have some responsibility to being an active chapter, not just something on paper or a single voice without a membership. However, there needs to be a clearer system, with final approval by the Board and a majority of the Trustees elected  by the Chapters, before a Chapter can be decertified.  Perhaps some additional language could be added to the effect that 'decertification would be a last resort and a decision to decertify would have to take into account local conditions (not including inaction by the Chapter leadership).

5.  Your point about the application of US boycott laws is a troublesome one.  I would suggest that the Society needs to be able to approve a structure that would not involve the Society in violating applicable laws. 

6.  The Indemnification provisions only apply to directors, officers, employees, and of the Internet Society (they do apply globally). 

Finally, I feel the Bylaw revisions have become a vehicle for issues that do not belong to the bylaws but to discussions about the nature of the Internet Society and the growing recognition that to be effective as a guardian of the Internet the Society must strengthen the Chapters and operate internationally (and yes help the "weaker").  

Respectfully yours,

John More
Washington, DC 


On May 1, 2012, at 1:50 PM, President ISOC-KH wrote:

> 
> Dear Colleagues in ISOC world-wide,
> 
> the mailing from Christopher Wilkinson made it easyer to respond to the Webinar invitation (I cannot participate), and to write before the deadline of 5 May 2012. Many of my ? and surely also others' - concerns raised over the last months are well summed up in what Christopher Wilkinson, himself an active old timer in ISOC, with a background as former chair of a regional chapters coordination council has presented. I can only endorse them from the beginning to the end.
> 
> But I want to add some points ? maybe ?minor points? in the opinion of some readers. For us, they are important, and they point to fundamental problems in the present structure / policymaking / decision making suggested for ISOC in the future.
> 
> I quote items from the presentation by Christopher Wilkinson.
> 
> ?Mission: I would suggest that the Bylaws should begin with a concise statement of Mission? - I had suggested this also in the Chapters list ? if the Mission is stated clearly at the top, all the rest has to be in line with it. The response I received, that the structure of the Bylaws draft for ISOC Global just follows some guidelines for non-profits of the state of Delaware, where ISOC is registered, is hardly acceptable. If certain administrative elements of local USA laws have to be followed, that should not be a problem, but it should not prevent the registering organization with a world-wide scope to include prominently its own mission at the beginning.
> 
> ?Membership: This should come next? - this is not only a question of layout: it would be an important statement of substance of ISOC as a global organization. As Christopher Wilkinson said: ?This clearly pre-determines the relationship between the Internet Society and member Chapters, particularly outside the United States.?
> 
> Our present Cambodia Chapter Bylaws ? drafted under the guidance by ISOC Global, before voted on by our membership? say:
> 
> Article I. - Name
> 2. The Chapter shall be established as a non-profit organization under the laws of Cambodia.
> 
> Article XI. - Amendment and Voting Procedures 
> 1. All proposed changes to these Chapter Bylaws shall have been approved by the Internet Society (International) before being presented to the Chapter membership for a vote.
> 
> Until today the tension between these two articles has been under discussion: Are we an independent Cambodian association (though still not yet recognized locally ? Article I.) or are we a dependency of ISOC Global (Article II.) and therefore a kind of international NGO?.
> 
> And while we could have a lot of members from persons from around the world (other Chapters have also reported to get such applications), we decided NOT to blow up our membership in this way artificially. But we were advised by ISOC Global against program involvement with Myanmar as this would be against certain regulations of ISOC Global which require respect for US international boycott regulations. (When I came to Cambodia in 1990 as an NGO staff member, this was also against the advice of certain German authorities which my home base did not care to listen to, and my US colleagues here had to pay punitive taxes in the USA (though their financial support did not originate from the USA) according to some First World War laws. -  ?The Internet is for everyone? - well, maybe, or maybe not according to the Bylaws?
> 
> ?Standards of performance? - only for chapters? Also for organizational members? Criteria? Administered by whom? - ISOC has taken some positions publicly related to Human Rights and to the complex issues of copyright draft legislation. It is obvious that ?the letter of the law? alone is not sufficient to arrive at certain positions. Some of us here think that the Internet Society is a fellowship of solidarity, where the stronger help the weaker, where there is a spirit of concern for comparative justice (which cannot be defined in detail on paper, but which becomes visible in common actions).
> 
> For us here, it is a burden that we did not get any response to such a ?minor? question why ISOC is not taking care of the cost of travel health insurance for recipients of a fellowship to participate in the Geneva meetings. The majority of European citizens traveling to Switzerland are probably covered anyway by some insurance at home. It is not about US$40 which was the cost of insurance, surely ?a small amount.? (Here, the monthly salary of a high school teacher is about US$50 ? fifty). How to understand the ISOC Global decision: ?Everybody has to cover their own travel health insurance.? And this in an organization which has a budget of more than US$ 30 million a year.
> 
> ?(d) Certification: The issue is not so much ?certification?, but ?de-certification?. I have noticed several instances where Chapters, including our ISOC-ECC members, have apparently been ?de-certified? unilaterally by ISOC staff, without notice to the Internet Society community? -  maybe we will be de-certified later in the year. So far, many discussion here have not yet led to find probable candidates to succeed me as president (?the principal officer ... responsible for leading the Chapter and managing its activities?) - there is no financial support for the Chapter, I pay myself from my own savings, having no paid work since the time I committed myself to work for one year to create and get our Chapter going: hardware and software and Internet access and office supplies, last week a hardware repair of ?only? US$60. (And to produce this letter takes me again hours, fighting with my veteran computer.) But I am now in year two serving the Chapter, having been urged to continue, as the Chapter was not able to pay any ongoing support for a Cambodian successor when year one was over..
> 
> On a larger scale, this relates also to the question of Chapter support (not ?project support?) for new, small Chapters in difficult economic and general environments. I did not expect any ?regulations? for this in the Bylaws draft, but yes, a statement in principle. Without an indication of mutual solidarity, the slogan that the ?Internet is for everyone? is cynical.
> 
> A former ISOC board member suggested some time ago on the Chapter list that an offer of up to $10,000 per year per chapter - surely a number of chapters would not claim so much (ours included), some Chapters may not claim anything - would require adjustments in the US$30 million plus budget of ISOC, but it might be appropriate to consider such a block for Chapter support, and compare its value with other blocks of resources, going to other, worthwhile causes, including headquarter and regional staff.
> 
> ?Article VII ? Indemnification - These four pages are not relevant to the Internet Society as a whole? - maybe not these four pages, but the issue of caring for those who may be in trouble ? does it only relate to Global staff? - What about if some of us get into trouble? ?...the Society shall, to the maximum extent and in the manner permitted by applicable law, indemnify any person who is or was serving as a Trustee or officer of the Society [locally, regionally,or globally? Or only global staff?] against any and all expenses, judgments, fines, settlements, compromise payments and other amounts actually and necessarily incurred by such person ? [abbreviated heavily] ... no indemnification either for said payment or for any other expenses shall be provided unless such Trustee or officer appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Society..."   Who cares? - I probably would not have raised this point, if there would not have been these four pages in the draft. How few lines has the present draft for the Mission and the Chapters of ISOC? - Just to clarify the context: There is a new government issued regulation here that every Internet Cafe (there are several hundred in town, because many of the users do not have computers) has to install supervision by video cameras and record the personal data of all users. Violators will be punished. A UN World-Food-Program staff, who printed 7 pages out from the Internet and shared them with half a dozen friends, was arrested, charged, and sent to prison for 6 month ? all in the course of the two days of a weekend. - An atmosphere where hardly anybody in the business community dares to speak up is not a friendly climate for fundraising.
> 
> 
> Norbert Klein
> President
> Internet Society Cambodia Chapter
> 
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