[Chapter-delegates] Update on By-Laws revision

[Christian de Larrinaga]

Thank you all for bringing this out so tidily! I have taken a very brief
skim through the June 2013 clean.pdf document and made some comments
that came immediately to mind.

Hope this helps



Article II

Section 3. para 2. Trustees may be removed with or without cause
What does this mean under DC law?

How does this work in relation to Roberts Rules
http://www.robertsrules.com/faq.html#20

Section 5. para 2. Meetings of the Board shall be held according to
Robert's Rules of Order.
Does this refer to http://www.robertsrules.com/ ?

If so which edition? I note this is currently the 11th Edition.
with c. 690 pages.

Will there be full access to Roberts Rules free of charge available to
Trustees, prospective Trustees, voting constituent members and others
being required to operate under these rules?



Section 7. para 2. The language used is archaic. In the interests of
clarity and clear English could this be redrafted so that it is clear
and understandable as to the intent and purpose of the clauses in this
section. Even if it is a bit longer!

Is it saying if a Trustee attends a meeting then notice is deemed to
have been made even if it wasn't?



Section 7. para 3. This seems to provide for a board meeting notice
without any agenda being given in advance.

I note that Section 6 appears to deal with any requirement to call an
urgent "Special Board Meeting".

Trustees should be given some reasonable idea of why they are called
halfway around the world on possibly as little as seven days notice or
even at "any time" in case of a Special meeting!

I would hope that the normal procedure would be to give an agenda in
advance and only in emergency and unusual circumstances for this to be
headlined. After all the meetings are supposed to be open by default and
so the agenda has broader relevance to ISOC membership to permit
representations and advisory processes to kick in meaningfully.


Section 9 Electronic Vote

Electronic voting is a very contentious due to the wide target it
provides for abuse and errors. Can the Society be assured that any
electronic voting software / firmware source code used will be available
for inspection in the public domain?


Article IV

Para 1. after "are chartered" remove "according to the standards of
performance as defined and published"  to leave "are chartered as a
chapter by ISOC."

The Rules should add a paragraph that describes the top level Chapter
chartering. For instance I would hope that chapters would be supported
to liaise with the board to determine recommendations perhaps via a
chapter forum or formal advisory body to advise board on specific
requirements and processes such as around chartering / de chartering,
managing individual memberships and so forth.

It can be presumed there is some control available in any chartering
process. If the Rules do wish to determine some hoops then it should be
specific as to those criteria inside the Rules.


Article V Individual Members

Section 1. Can it be confirmed that there is no personal legal liability
to any ISOC debts to individual "members" from the proposed
organisational structure in DC, USA?

Section 2. Chapter affiliation text appears to affirm that individual
member of ISOC joining a chapter neither implies any vote nor role nor
personal liability as a member in that chapter just from being an ISOC
global member.

i.e membership in ISOC is non vote bearing.

N.B., in UK some organisational structures or un-structured entities
share liability amongst the members of that organisation. Specific rules
need to be made to limit that liability although it cannot be entirely
eradicated.



best


Christian




Ted Mooney wrote:
> To Individual members, Chapter Delegates and Advisory Council members,
> 
> 
> After consideration of the legal  and strategic requirements of the
> Internet Society and serious analysis of the views offered by its
> members and Chapters,  the Board of Trustees (BoT) has asked the By-Laws
> Working Group to share the Board’s recommended revisions with the
> community for a final review. The purpose of this review is to ensure
> that these changes are clear and understood before the Board votes on
> their adoption rather than to entertain at this time additional
> substantive changes.  These recommendations include a number of
> important updates.  Some notable ones are:
> 
>  
> 
> •             Board composition
> 
> •             Acknowledgement of Chapters, their voting and other rights
> and responsibilities,
> 
> •             The ability of both Organization Members and Chapters to
> form advisory groups
> 
> •             The establishment of a process for Chapters to review and
> appeal de-chartering decisions
> 
> •             Conformance with the laws governing its incorporation
> 
>  
> 
> We invite you to review the attached documents. The BLWG has prepared
> two documents for ease of review,  one which shows the full text and
> where there are revisions; the other is a call-out of key issues raised
> by the ISOC community.  These documents will be presented to the
> Trustees on July 8, 2013 for the Board’s review and for iproposed
> adoption of the revised By-Laws at the July 22 meeting of the Board of
> Trustees.
> 
>  
> 
> The attached final recommendations are the product of nearly two years
> of community consultations and careful consideration and debate by the
> Trustees.  The period for substantive comment closed in January of this
> year  and all comments were thoroughly reviewed by the Board . In this
> final community review, the BLWG is open to comments only regarding
> clarity of meaning and language.  We will reflect  key the views on
> clarification /received by Wednesday, July 3/ in our July 8 report to
> the BoT.
> 
> The By-laws Working Group gratefully acknowledges the thoughtful
> consideration and willingness to engage from the Organization Members,
> Chapters and Individual Members. 
> 
> The Board of Trustees has taken community suggestions very seriously and
> Trustees have on many occasions expressed their appreciation for the
> valuable input they have received from ISOC Chapters and members.
> 
> Once again, thank for taking time to review these documents for clarity.
> 
>  
> 
> With best regards,
> 
>  
> 
> The By-laws Working Group
> 
> _______________________________________________
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