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

Wed May 30 11:01:53 PDT 2012

Christopher,

Many thanks for your reasoned focus on these particular issues of the
proposed by-laws.  I will assure that your comments are included as the
discussion resumes.

Best regards,

Ted

Ted Mooney

Sr. Director - Membership & Services

The Internet Society

www.isoc.org

Direct Line: 703.439.2774

Cell:           301.980.6446

From: CW Mail [mailto:mail at christopherwilkinson.eu] 
Sent: Sunday, May 27, 2012 3:10 PM
To: Ted Mooney; Eric Burger; NARELLE CLARK
Cc: Chapter Delegates; members-announce at elists.isoc.org; ISOC ADVISORY
COUNCIL
Subject: Fwd: [Chapter-delegates] BY-LAWS DISCUSSION DIGEST - April 23 - May
4
Importance: High

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

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