[Chapter-delegates] Resend of August 30 Request for Review and Comment on current proposed revisions to the By-laws

[CW Mail]

Dear Eric Burger:
Thankyou. I appreciate the enormous amount of work that the Bylaws  
Committee has recently undertaken and trust that the new Board of  
Trustees will be able to draw this excercise to a successful  
conclusion in the foreseeable future. I would however invite the  
Committee and the Board to 'go the extra mile' to accommodate the  
practical consequences of the avowed objective of enhancing the  
participation and the interests of the Chapters in the Internet  
Society as a whole.
1.	In Article IV the Chapters are still not recognised as Members, on  
a par with Organisational Members. For some of us this is a line in  
the sand. We cannot continue to try and mobilise our members if our  
Chapters are still treated in the formal texts as second class citizens.
2.	As I have pointed out on several previous occasions, the number of  
Trustees elected by the Chapters is not sufficient: a minimum of 5  
seats would be necessary, with a guarantee of geographical diversity.

Also I have come to understand throughout this process, during the  
past two years, that the Board does not yet understand that the  
primary role of many Chapters locally and in other contexts (e.g.  
ICANN At Large) is as participants in Civil Society. From that point  
of view a 50:50 representation on the Board of Chapters on the one  
hand and the industry on the other hand would be more appropriate -  
and would I believe be applauded internationally.
3.	I appreciate that the functions of Chapters are now expressed in  
facultative and illustrative manner. That is an improvement.

Also, personally, I accept the need for 'standards of performance',  
provided that they are negotiated in concert with the Chapters  
themselves. That will be something for the Board to address in due  
course in the context of the proposed exchange of Letters of  
Affiliation. Meanwhile, it would be appreciated if the staff would  
refrain from prescriptive statements about performance criteria.
4.	There is still no provision for a 'special meeting' (aka Advisory  
Committee) for Chapter members, on a par with Organisational members.
5.	There is still no overarching statement (preferably in Article 1)  
as to the objectives of the ISOC Association. This would be useful,  
particularly if it clearly specified the civil society dimension of  
the work of the Internet Society.
Regards

Christopher Wilkinson

On 07 Sep 2012, at 21:24, Ted Mooney wrote:

> Dear Chapter Leaders:
>
> This request with the attached information was sent to all chapter  
> members and Advisory Council Members on August 31.  It has come to  
> our attention that many of you may not have received this due to an  
> error in our Association Management System mail list support.  To  
> correct that error you are now receiving this via Chapter  
> Delegates.  Please read the message below from Trustee Eric Burger  
> as well as the attached documents, and provide your responses  
> directly back to bylaws at isoc.org by Sept 15.
>
> I apologize for the prior error and look forward to reviewing and  
> compiling your input.
>
> Sincere regards,
>
> Ted Mooney
> Sr. Director, Membership & Services
> The Internet Society
> www.isoc.org
>
> FROM ERIC BURGER
> Dear Colleagues,
>
> As explained in April, the Board of Trustees of the Internet Society  
> is updating the Society’s By-Laws. As announced, we are taking the  
> opportunity to ensure that the provisions of the By-Laws keep pace  
> with the Society’s operational environment, now and into the future.
>
> With the seating of a new Board of Trustees at the recent Annual  
> General Meeting (AGM), the Board reconfirmed the make-up of the By- 
> Laws Committee. The By-Laws Committee is comprised of members of the  
> Board, the Board Secretary, and ISOC staff. In addition, the motion  
> to reconfirm the Committee’s mandate included a directive to  
> continue to reach out to members of the Organizational and Chapter  
> communities as the Board finalizes this update of the Internet  
> Society’s By-Laws.
>
> The By-Laws Committee wishes to share its current draft proposal  
> with all of you so that you can understand precisely what the  
> proposed changes are, have the opportunity to consider their  
> implications in the context of the Society’s legal framework, and  
> provide feedback to the Committee about the proposals.
>
> What is the purpose of having by-laws? By-laws, also called a  
> "constitution" in some legal systems, contain the very highest level  
> of rules regarding the nature and governance of an organization. The  
> by-laws of an entity is a legal document that gives the organization  
> its formal existence. As a legal document, "best practice" calls for  
> inclusion of those legal directives necessary for governance (e.g.,  
> election of Trustees and officers, holding of meetings), while  
> limiting other matters best handled elsewhere. This ensures that the  
> Society will have the flexibility to adapt to its evolving needs.
>
> In your review of the Board’s proposal, it will be important to  
> understand their legal context. According to the law of  
> incorporation under which the Internet Society operates, the Society  
> is a mission, or cause, driven organization. The Society has chosen  
> to have members and chapters that share the Society’s mission. The  
> Society values their contributions highly, and therefore proposes to  
> formally recognize, for the first time, chapters in the By-Laws of  
> the Society.
>
> Likewise, we wish to ensure that the current Advisory Council of  
> Organization Members continues to have the inclusiveness and  
> flexibility that characterize its growing value for both  
> Organization members and the Board and Society. While the existing  
> By-Laws provide for an Advisory Council, the current Advisory  
> Council of Organization Members was formed by resolution of the  
> Board of Trustees, has a responsibility to offer advice to the Board  
> and Society, and thus is not the same as the Council conceived in  
> the By-Laws. Therefore, we have proposed altering the confusing  
> reference to "Advisory Council" in the By-Laws. We understand there  
> are at least two proposals put forth by members of the current  
> Advisory Council of Organization Members. The Committee would like  
> feedback from Organization Members of the Society about the language  
> in this proposal and possible alternatives.
>
> The current By-Laws leave the process of selecting Trustees to  
> processes to be adopted by the Board. The proposed revisions would  
> now designate in the By-Laws the number of Trustees each community  
> selects (Organization Members, Chapters and the technical  
> community). Note that we are proposing to align the number of  
> Trustees selected by each of these communities to four Trustees  
> each. The Frequently Asked Questions goes into further detail on  
> this point.
>
> We invite you to let us know if you have suggestions for  
> improvement, have concerns or questions, or if you simply support  
> the proposed revisions.
>
> When we started this effort to provide resources for community  
> response, we were under the impression the different communities  
> wanted different lists to discuss the by-law proposals. However,  
> experience has shown us a single list is more desired. To that end,  
> we have set up a new email address, bylaws at isoc.org <mailto:bylaws at isoc.org 
> > . The Wiki where the Committee provides ongoing information on  
> this process is still active at https://wiki.tools.isoc.org/By-Laws_Review_2011
> <https://wiki.tools.isoc.org/By-Laws_Review_2011> .
>
> The deadline to submit your comments is September 15th.  The By-Laws  
> Committee will review all comments as we have discussions of by-law  
> amendments at upcoming Board of Trustees meetings.
>
> The By-Laws Committee wishes to thank all of you for your  
> dedication, your continuous efforts on behalf of Internet access for  
> all, and your spirit of cooperation as we continue to extend the  
> benefits of the Internet across and around the globe.
>
> With sincere regards,
>
> Eric Burger, Chair
>
> By-Laws Committee of the Board of Trustees
> <ISOC annotated bylaws phase 2 - 20120826.pdf><ISOC annotated bylaws  
> phase 2 - 20120826.docx><Message to Members 20120826.pdf><Message to  
> Members 20120826.docx>
> _______________________________________________
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