[Chapter-delegates] BY-LAWS DISCUSSION DIGEST - April 23 - May 4

Sun May 27 11:56:52 PDT 2012

Dear Ted:

Thankyou for this compendium of questions and comments arising from  
the discussions on-line and in Geneva.
I would have two further observations related to what you have said:

1.	Chapters and Civil Society: ISOC is a multistakeholder  
organisation, but in practice most Chapters are one of the  
manifestations of Civil Society in their local, national and regional  
context.
	My experience is that even when Chapters are multistakeholder in  
their domestic context (when that is the case), our external  
environment expects Chapters to articulate the Internet users'  
interests and point of view.
	Furthermore, many ISOC Chapters are participating in Civil Society in  
national, regional, global contexts (e.g. IGF), and in ICANN/At Large.

	Consequently, I would have reservations about point C.#4 and related  
points in your compendium. Particularly as ISOC will not be able to  
claim multistakeholder representativity unless we can identify a clear  
Civil Society component within our organization.

2.	Chapters' regional organisations:  In so far as the proposed Bylaws  
include an extensive, or even exhaustive, definition of what Chapters  
are supposed to do, allow me to recall my earlier comment that  
"Chapters may constitute a regional organisation under local law". In  
Europe this would be an essential clause because we already have done  
so, several years ago, "chartered by ISOC".

I trust that the BoT Bylaws task force will be able to take these  
observations into account.

Thankyou and Regards,

Christopher.

On 07 May 2012, at 21:10, Ted Mooney wrote:

> Further correspondence from Staff regarding comments to by-laws  
> updates will be sent to three existing mail lists – chapter  
> delegates, members-announce and the Advisory Council. Responses and  
> clarifications may be emailed with a “Reply to All” and moderators  
> will assure your email is posted all al three lists even if you are  
> not subscribed. Additional communication from the Board of Trustees  
> regarding the way in which comments and questions will be addressed,  
> and how further updates to the proposed by-laws changes are to be  
> made, is forthcoming.
>
> Synopsis of issues relating to the proposed Changes to the By-laws  
> April 23 – May 4
>
> It was announced at all meetings and webinars that each was a forum  
> for raising issues, not necessarily for engaging in debate with  
> Trustees or  arriving at decisions.  Please note that although  
> certain issues are stated here only once and in abbreviated form,  
> many of these issues were mentioned multiple times and, in some  
> cases, with extended dialog.
> KEY ISSUES (Q = Question, C = comment)
>
> By-laws Open meeting at the Global INET
>
> Q. What is the ultimate authority of the Internet Society?
>
> Q. Do the proposed by-laws changes create a class structure in  
> membership?
>
> Q. Should members be required to join chapters?
>
> # 4 C. Chapters should not be considered the ‘representatives’ of  
> civil society alone as they comprise many constituents.
>
> Q. How can ISOC through the by-laws better integrate for impact the  
> various constituent communities, in particular, Chapters and  
> Organization Members?
>
> C. Less specificity in the by-laws for flexibility is good but also  
> reduces clarity.   There should be much more operational anchor in  
> the by-laws.
>
> Q.  By-laws should contain an assurance of geographical diversity.   
> Who decides?
>
> C.  The by-laws direction is good and appropriate.  The BOT should  
> be the ultimate authority.
>
> C.  There should be de-certification process by the BoT and should  
> be the decision of the BoT not the staff.  Have regular global  
> meeting for by-laws revision.
>
> Q. Changes in ISOC by-laws make a lot of sense.  Chapters are  
> important but the changes don’t reflect that as clearly as it  
> could.  Chapters have the opportunity to represent all stakeholders,  
> not just civil society.  In this case chapters should be far greater  
> funded from HQ than  they currently are since they are not  
> particularly effective.
>
> Q. This process of including chapters and members is very  
> transparent and good.  Election of members of chapter board officers  
> should be in the bylaws as should there be a process fo by-laws  
> changes.  There should be an assembly of chapters that convenes  
> every year.
>
> Q. Strange that suddenly the AC should have been dropped from the by- 
> laws.  There hasn’t been much discussion by the AC members because  
> there is a separate mailing list.  There is also a lack of  
> transparency regarding the need to change the by-laws.  What are the  
> details wrt to the changes in DC law that require such changes as  
> you describe.  Also the organization reasons for changes need  
> greater understanding.
>
> Q. It will be useful to have the voices of the constituencies be  
> heard and that Org members and chapters are treated equally.
>
> Q.  The overall balance issue between IETF, Chapters, Org members  
> needs further discussion. Form must follow function.  Leave the  
> details to the various constituents and staff to work out so long as  
> there is transparency and inclusion.
>
> Close.  Get Feedback to the board by May 5.  This is not a firm  
> closed date but a recommendation since there will be another board  
> member coming up.  The by-laws will change and how they change is in  
> great part
>
> April 30 – May 4 – Additional Comments and Questions in email
>
> C.  A clear statement of the mission of the Internet Society should  
> appear at the beginning of the By-laws.
>
> C. Structurally and in terms of a visual conveying of importance,  
> Membership should be Article II, coming directly after the Mission  
> Statement.
>
> C. The Board of Trustees and not staff should determine if a Chapter  
> is or is not meeting performance and should therefore be “de- 
> certified”
>
> C.  ISOC should consider indemnification of Chapter members who act  
> on behalf of ISOC values, principles and mission
>
> C. It is proper that the by-laws be broad and strategic rather than  
> detailed and directive.
>
> C. Standards of performance should be welcome. Compliance with them  
> should not rise to Board-level
>
> C. ISOC has not run a good by-laws review process.  It has been top- 
> down, not informative and not inclusive.  The process should have  
> begun with why changes to the by-laws were necessary then requests  
> for input, then proposed changes.
>
> C. The By-laws should acknowledge the option to form an Advisory  
> Council and what role is might play.
>
> C. The information regarding the Advisory Council and its treatment  
> (or lack) in the by-laws should be consistent as a minimum with  
> respect to who is a member and what is the role of a member.
>
> Q. Can certain areas of description of contract-type language be  
> separated out and put into a “Business Conduct” document?
>
> Q. Is it proper to refer to Standards of Conduct in the by-laws and  
> not include those standards?  At least a clearer reference.
>
> Comments and Questions from the Webinars Held May 2
>
> C. Individual Members should be better recognized and represented in  
> the by-laws
>
> C.  By-laws should be sure there is flexibility in the definition of  
> who/what can become and Organization Members
> Q:  [related] Can Chapters become Org Members?
>
> Q. Is there a justification for defining an ‘At Large’ chapter type  
> in the by-laws?
>
> Comments unrelated to the By-laws changes
>
> C. ISOC should pay for travel health insurance
>
> C. The Internet Society should provide much more direct financial  
> support of chapters
>
> C.  The mechanisms to empower the Advisory Council must be  
> strengthened and enforced.
>
>
> Ted Mooney
> Sr. Director, Membership & Services
> The Internet Society
> www.isoc.org
>
> Direct Line: 703.439.2774
> Cell:           301.980.6446
>
> _______________________________________________
> Chapter-delegates mailing list
> Chapter-delegates at elists.isoc.org
> https://elists.isoc.org/mailman/listinfo/chapter-delegates

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