[Chapter-delegates] ISOC Bylaws Working Group (BLWG)

Tue May 7 15:08:29 PDT 2013

John,

thank you for your message. Please find below my answers and
clarifications:
On 07.05.2013 22:33, John More wrote:
> Grigori
> 
> I know from your past postings that the Armenian Chapter must comply with Armenian law.  I doubt that anyone would disqualify your Chapter because Armenians must join the Chapter first (or perhaps exclusively).

I understand your doubts, but if you are an NGO (not a closed club) you
have to accept any application and allow any citizen to participate in
this NGO. If you will made any restrictions for NGO membership, this
will create lot of problems - why?
 Your question should be answered, but I do not think there has to be a
definition in the Bylaws.
> 
> From my viewpoint, the status of any individual Chapter depends upon what is permissible under the laws of its local jurisdiction. 

 One size does not fit all.
John, let me ask you - if you will try to join to any American open,
registered according to the US law organization, and somebody will ask
you -at first, you have to be a member of Canadian NGO - what kind of
answer you will prepare?

> 
> In fact, it would be a mistake to define a Chapter too narrowly.  
OK, please give a clear definition of a Chapter - is it an separate
organization or it is a daughter company of ISOC global? Or it is a non
formal entity?
> 
> Certain guidelines could be issued by ISOC to provide some clarity.

 The definition should not be put into the Bylaws, in order to preserve
flexibility.
John, flexibility is OK, but if you interact with local tax authorities,
Constitution, you have to be very clear. As you understand, there are
different taxation regimes for different organizations. Independent
local company (NGO) is not a daughter company from local tax inspection
point of view.   Can say more - not only taxation is a problem. If you
have a company with foreign management, you have to be quite, because
you are not a local organization. I do not think, that you will accept
in the US any Arabic extremist organization  activity via local
structure, it is just an example, not a comparison.

 In particular, any implication that the Bylaws written under the laws
of the District of Columbia, where ISOC is chartered,

should govern the legal structure of Chapters created under other
jurisdictions should be avoided.
OK, this a clear answer - Chapters are ISOC global daughter
organizations, and they do not have rights to have their own by laws.
In that case it is necessary to describe officially this situation for
all existing Chapters and inform new potential Chapters about the
situation - they are acting under jurisdiction of District of Columbia.
From my side - I have some doubts, that it will facilitate to new
Chapter creation, can say more, it will rise lot of questions for
existing Chapters.

> 
> Clearly Chapters are not departments of ISOC. 
It is a contradiction.
They clearly are organized groups of individuals who share the goals of
ISOC and wish to be part of its activities

on the local level (and presumably also the international).  I would
assume all have

some sort of "Bylaws" or similar document creating some sort of
statement of goals and governance.

 So I would think that a non formal organization could be a Chapter but
could not be without ByLaws (

perhaps better expressed as a "governing document").
It is really impossible
> 
> In writing this, I am not speaking on behalf of the Society or of the Washington DC Chapter.
OK

 My thoughts are based on my having creating nonprofits in the US

(including for internationally oriented nonprofits) as a lawyer with
insights from my international

law practice and from being a community organizer.
> 
> Regards,
> 
> John More
Dear John,
I fully agree, that if in all countries US legislation will be accepted,
your position will be an example to follow.
But if we want to have a really strong Internet Society, we need to take
in account, that there are at least  194 countries with various legislation.
> 
> On May 7, 2013, at 10:00 AM, Grigori Saghyan <gregor at arminco.com> wrote:
> 
>> dear Ted, All,
>> I think the most important point is to define the status of the Chapter:
>> Is it an organization?
>> Is it department of ISOC global without its organizational structure and
>> its own by-law?
>> Is it a non-formal organization without its own by-laws?
>>
>> We have serious problems in our country, and formally we have to involve
>> any Armenian citizen in ISOC Armenian Chapter NGO as a member - without
>> any preliminary registration  this newcomer as an ISOC global member.
>> According to existing ISOC ByLaws it is impossible.
>> Grigori Saghyan
>> ISOC.AM
>>
>>
>>
>>
>>
>>
>> On 07.05.2013 17:29, Ted Mooney wrote:
>>> Greetings, Christian,
>>>
>>> Please see my administrative clarifications in-line below.  Note I have
>>> only addressed specific mechanisms and not the full content of your
>>> comments, which is better left to those in authority.
>>>
>>> Best regards,
>>>
>>> Ted
>>>
>>> Ted Mooney
>>> Sr. Director, Membership & Services
>>> Cell: 301-980-6446
>>> Skype: ted.mooney3
>>>
>>> www.internetsociety.org <http://www.internetsociety.org>
>>>
>>>
>>>
>>>
>>>
>>> On May 7, 2013, at 5:36 AM, Christian de Larrinaga <cdel at firsthand.net
>>> <mailto:cdel at firsthand.net>> wrote:
>>>
>>>> Avri
>>>>
>>>> The chapter delegates and president's list already are long standing
>>>> vehicles for liaison and sharing between chapters. So surely we can use
>>>> those to get things going?
>>>>
>>>> I am not clear what the idea behind an advisory council as is being
>>>> called would be? Perhaps it will be made clearer after the ByLaws team
>>>> reports.
>>>>
>>> The recommended update to the by-laws provides an explicit right
>>> (implicit today) for chapters to organize a chapter advisory body to
>>> advise the President and the BoT on matters important to the Community.
>>>> Observationally the functions that emerge from your comment below are
>>>>
>>>> a - Chartering and good governance of chapters
>>>> b - Appeals by chapters
>>>> c - Liaison between chapters
>>>> d - Advisory to ISOC Board of Trustees
>>>>
>>>> Is that about right?
>>>>
>>> Within the current recommended by-laws, the chapter chartering process
>>> (a. above) is unchanged. 
>>>
>>>> If the organisational advisory council is the model being assumed by the
>>>> ByLaws team then it would suggest that none of the above functions are
>>>> governance in the sense that no binding decisions are made impacting one
>>>> of the members by the AC.
>>>>
>>>> If that is the case it would then assume another structure makes the
>>>> ultimate decisions.
>>>>
>>>> The obvious body would be the Board of Trustees.
>>>>
>>>> So any chapter activity would inform, discuss, liaise provide input and
>>>> feedback and develop consensus where possible between chapters and
>>>> communicate such with the community in particular in reference to the
>>>> ISOC Board.
>>>>
>>>> In that sense it would not have a governance role but would be a handy
>>>> function for what I believe does need to be in the ByLaws which is
>>>> requirement for the Trustees to support activities that inform, educate
>>>> and provide consensus development within and between ISOC constituencies
>>>> (elector communities) and in communications with the board.
>>>>
>>> Such a request was not among the comments received and so has not been
>>> considered. However, this may be considered implicit in both the mission
>>> statement and other areas of the by-laws and ISOC publicly stated
>>> principles.
>>>> i.e., I don't think the Bylaws need wait on one or another particular
>>>> structure being formally established by chapters but instead should
>>>> provide a requirement that makes it attractive for the Board to set in
>>>> motion support and resources that would assist in satisfying that
>>>> requirement.
>>>>
>>> This is within both the spirit and implementation of the recommended
>>> by-laws update.
>>>> As to appeals. I agree with you. This seems to me to be a primary role
>>>> for the ISOC Trustees which acts as ultimate appeal authority for a
>>>> number of bodies in IETF as well.
>>>>
>>> This provision is in the recommendation.
>>>> Having said that the recent experience of the board vote on ECC
>>>> structure led to a Trustee vote without presenting a draft resolution to
>>>> the community to comment at all. The ByLaws need to ensure that Board
>>>> resolutions particularly those impacting its communities of constituent
>>>> electors are given sufficient air time for comment before a vote is
>>>> finally taken. A gap of one board meeting in advance would seem one
>>>> approach.
>>>>
>>>> There may be need for emergency resolutions to be passed of course and
>>>> that is acceptable but they should be subject to later review so there
>>>> is an opportunity to wind these back.
>>>>
>>>>
>>>>
>>>>
>>>> Christian
>>>>
>>>>
>>>>
>>>>
>>>>
>>>>
>>>> Avri Doria wrote:
>>>>> This is the response I sent on another list to the email below.
>>>>>
>>>>>> Hi,
>>>>>>
>>>>>> This was one of the conundrums, without some sort of structure, for
>>>>>> example a Chapter Advisory Council, there was no mechanism for
>>>>>> collective Chapter decisions on issues like chartering and
>>>>>> de-chartering. And the bylaws committee was not the place for
>>>>>> designing such a mechanism.  Doing that is something that the
>>>>>> Charters need to do for themselves. That is part of the whole
>>>>>> process of the Chapters developing the Chapter Advisory Council and
>>>>>> designating its role and responsibilities.
>>>>>>
>>>>>> Internet Society staff remains responsible for the process at this
>>>>>> point, but I believe they need to work with the Chapters to figure
>>>>>> out how this should be handled. And I understood that they were
>>>>>> ready to do so.  I also beleive that once mechanisms have been
>>>>>> developed, the Chapters will be able to ask for by-laws changes that
>>>>>> might be necessary to enable the mechanisms.
>>>>>>
>>>>>> avri
>>>>>
>>>>> Additional note: So it makes sense to me to start figuring out how
>>>>> the chapters are going to create the Chapter Advisory Council.  The
>>>>> sooner that happens, the sooner the Chapters will be able to claim
>>>>> they have the necessary mechanisms for managing these process with
>>>>> the assistance of the staff instead of having the staff managing the
>>>>> processes consultation of the chapters.
>>>>>
>>>>> I still think we will need an appeals mechanism even after the
>>>>> Chapter Advisory Council comes into existence for there is no
>>>>> assurance that self rule will be just rule in all cases.
>>>>>
>>>>>
>>>>> avri
>>>>>
>>>>>
>>>>> On 6 May 2013, at 02:16, CW Mail wrote:
>>>>>
>>>>>>>
>>>>>>> Good morning:
>>>>>>>
>>>>>>>> In the light of more than two years of past discussions of the
>>>>>>>> revision of the ISOC Bylaws, allow me to draw your attention to
>>>>>>>> the current work of the newly established Bylaws Working Group.
>>>>>>>> The minutes of their meeting which took place on 14 March 2013
>>>>>>>> have been posted:
>>>>>>>>
>>>>>>>> http://www.internetsociety.org/sites/default/files/BLWGUpdate15MAR20131final.pdf
>>>>>>>>
>>>>>>>> It is good that these matters are finally being addressed in an
>>>>>>>> operationally effective manner. I trust that the questions of  …
>>>>>>>>
>>>>>>>> -Chapter Membership of ISOC,
>>>>>>>>
>>>>>>>> -balanced representation in the BoT, including regional diversity and
>>>>>>>>
>>>>>>>> -consultation of Chapters on policy development  
>>>>>>>> … will be satisfactorily resolved.
>>>>>>>>
>>>>>>>> I have noticed the following extract from the minutes of the 14
>>>>>>>> March meeting:
>>>>>>>>
>>>>>>>> <<4.Staff has responsibility for chartering and de-chartering
>>>>>>>> Chapters.
>>>>>>>>
>>>>>>>> BLWG suggested peer review appeal panel for de-charter appeal.
>>>>>>>> Should Chapter wish further appeal, it could then bring issue to BoT.
>>>>>>>> This will be further discussed.>>
>>>>>>>>
>>>>>>>> I would have two comments:
>>>>>>>>
>>>>>>>> 1.It is entirely inappropriate for the ISOC staff to have sole
>>>>>>>> responsibility for chartering and de-chartering Chapters.
>>>>>>>> (Actually, chartering new chapters is currently presented to the
>>>>>>>> BoT for approval.)
>>>>>>>> De-chartering a Chapter may have local, national and regional,
>>>>>>>> practical and political repercussions which go beyond the mandate
>>>>>>>> of the staff.
>>>>>>>>
>>>>>>>> 2.A peer review panel should be an essential element of any
>>>>>>>> decision to de-charter a Chapter and should not depend upon an
>>>>>>>> 'appeal'.
>>>>>>>>
>>>>>>>> It would be appreciated if the BLWG could take these comments into
>>>>>>>> account. Other Chapters may also wish to comment.
>>>>>>>>
>>>>>>>> Regards
>>>>>>>>
>>>>>>>> Christopher Wilkinson.
>>>>>>>>
>>>>>>>>
>>>>>>>>
>>>>>> _______________________________________________
>>>>>> As an Internet Society Chapter Officer you are automatically subscribed
>>>>>> to this list, which is regularly synchronized with the Internet Society
>>>>>> Chapter Portal (AMS): https://portal.isoc.org
>>>>>
>>>>> _______________________________________________
>>>>> As an Internet Society Chapter Officer you are automatically subscribed
>>>>> to this list, which is regularly synchronized with the Internet Society
>>>>> Chapter Portal (AMS): https://portal.isoc.org
>>>> _______________________________________________
>>>> As an Internet Society Chapter Officer you are automatically subscribed
>>>> to this list, which is regularly synchronized with the Internet Society
>>>> Chapter Portal (AMS): https://portal.isoc.org
>>>
>>>
>>>
>>> _______________________________________________
>>> As an Internet Society Chapter Officer you are automatically subscribed
>>> to this list, which is regularly synchronized with the Internet Society
>>> Chapter Portal (AMS): https://portal.isoc.org
>>>
>>
>>
>> -- 
>> Grigori Saghyan
>> PGP Key ID: 0x48E4D5DC
>>
>> _______________________________________________
>> As an Internet Society Chapter Officer you are automatically subscribed
>> to this list, which is regularly synchronized with the Internet Society
>> Chapter Portal (AMS): https://portal.isoc.org
> 
> 

-- 
Grigori Saghyan
PGP Key ID: 0x48E4D5DC

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