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

Thu Sep 13 11:07:12 PDT 2012

Christopher

I do appreciate the many suggestions you have made.  I very strongly support
your view that geographical diversity.

Nawab 

Mauritius Chapter 

From: chapter-delegates-bounces at elists.isoc.org
[mailto:chapter-delegates-bounces at elists.isoc.org] On Behalf Of CW Mail
Sent: Thursday, September 13, 2012 7:32 PM
To: ISOC Chapter Delegates
Subject: Re: [Chapter-delegates] Resend of August 30 Request for Review and
Comment on current proposed revisions to the By-laws

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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