[Chapter-delegates] Update on By-Laws revision

Wed Jun 26 05:29:19 PDT 2013

Christian, +1.

For a non-US based non-profit, the very fact of chapter-ship by a 
US-based, *and *a non-profit, is already troubling. The by-laws should 
be made to encourage non-profits to join ISOC, not discourage them, or 
even worse - have some of the current chapters request to be taken down 
from the list of chapters.
I can totally imagine a situation in several countries, where there are 
currently chapters, which will be forced to ask not to be associated 
with a US-based non-profit.
You see, there are two bad things in some countries: one, everything 
that comes from the USA. And two, everything non-profit, coming from 
one). I am not joking. People have already contacted me off the list to 
confirm my statements.

v.

On 06/26/2013 08:19, Christian de Larrinaga wrote:
> 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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>> Chapter Portal (AMS): https://portal.isoc.org
> _______________________________________________
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>

-- 

Best,
Veni Markovski
http://www.veni.com
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The opinions expressed above are those of the
author, not of any organizations, associated
with or related to him in any given way.