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

[John More]

Grigori

Perhaps I can help some here. I fully understand your concerns as a leader of a Chapter, but I feel that you have created greater barriers to being a Chapter (?in non-democratic" countries??) than actually exist. Perhaps you want certainty where certainty would be the enemy of practicality and flexibility. Certainly from what you write below, the Armenia Chapter has worked out an inventive system for handling the legal situation in Armenia. I have also posted comments on the first parts of the thread.

I apologize in advance and post hoc, for the strength of some of my comments, perhaps they come from my background as a professor of Roman Law in another life where I had to combat reiterated statements of non-facts from my students. My intent is to combat the implications that somehow District of Columbia law has anything to do with how Chapters are organized and operated worldwide in accordance to the requirements of their local laws. Chapters are independent entities, but it is to be hoped that they are interdependent in their belief in ISOC and its mission.

On May 9, 2013, at 12:51 PM, Grigori Saghyan <gregor at arminco.com> wrote:

> Dear Bernie,
> 
> in general, for democratic countries it is not a serious problem. But
> for transitional countries, where there is a strong centralized power
> structure, governments do not accept any foreign influence, they want to
> have everything under their own control.
> 
> Red Cross is a good  example how to create an international structure,
> but not because the center of Red Cross is in Switzerland. Red Cross
> structure is different: each country has its own Red Cross organization,
> which has  its own bylaws. In Switzerland there is the Secretariat of
> the Association of local Red Cross organizations. Of course, it will be
> possible to be a member  of Association only if local bylaws are inline
> with the Red Cross Association requirements.  Same structure we can find
> in other associations, like FIFA.
> 
> In case of ISOC situation is different - each local ISOC Chapter is a
> branch of the central ISOC, local ISOC members are (mandatory) members
> of ISOC Global.

Not true. No Chapter is a branch of "central ISOC". As far as being mandatory members of ISOC Global, it would help if you (or someone else) could point to this as a requirement.  In any event, since individual Global Members of ISOC have no vote in ISOC, this requirement, if true, relationship does not make the Chapter a department or subsidiary of ISOC.

In fact, if Chapters were departments (where not formally created as independent companies or entities registered under local law), ISOC itself would have to register to do business (i.e., have a branch office) in that jurisdiction.

If Chapters were subsidiaries of ISOC, there would have to be an ownership or control structure.  To some extent, ISOC could be seen as having some "controls" over Chapters, but they go only to whether the Chapter has a right to call itself a Chapter of the Internet Society.  ISOC, from what I can see in the Bylaws or international law, cannot disband a Chapter.

> In case, if there will be no any local Chapter  (legal
> entity with its own bylaws), just members of Global ISOC - this well be
> acceptable by  any local jurisdiction. Anybody (as a person) have
> rights to be member of any organization with open membership. I am ISOC
> member for 15 years, and it is legal.
> 
> But when we speak about ISOC Chapters  - I do not have any exact
> information about the legal status of the Chapter.

You keep trying to create a single definition beyond a Chapter being a "group of individuals" who associate.  In many places, one can create a club (group) with bylaws or rules that has no legal existence, e.g., a Manchester United football fan club (picking up on the news about the Club today).  It could be recognized in some ways by Manchester United without it becoming part of Manchester United.  
> Is it an independent
> NGO? No.

Why "no"?  In some places the organized group could be treated as an NGO under local law.  This still does not make it a department or subsidiary of ISOC.
> Is it a non - formal community? May be yes, but in that case
> there is no any legal entity, just a non-formal group without bylaws.

As noted above, a non-formal group (i.e., without legal existence) can still have by-laws.  I not that there could be an issue in a country that bans citizens from any sort of association not sanctioned by the State (presumably having bylaws would be primary evidence of such an illegal group or association).  However, I do not see how ISOC can be expected to come up with a "definition" that would fit this extreme example or how a group of cold form a Chapter there in any event.
> Can say, if you have any non-formal group, it is really impossible to
> involve active persons in its activity, they need  certainty in order to
> spend their time and efforts.

People can be active in all sorts of groups, clubs, gatherings without having a "formal" (= legally recognized) entity.
> 
> In case of Armenia we have centralized government, but because we are
> some kind of incumbent NGO,  have long term established relations on
> formal and non-formal level with  government authorities, we are more or
> less acceptable.  But from the formal point of view  - we do not have
> rights to be ISOC subsidiary, we have to be an independent organization
> according to the local law.

You are NOT an ISOC subsidiary.

> In our activity we do not underline
> directly, that we are ISOC Chapter, mainly we are positioning our self
> as a local NGO - Internet Society of Armenia, ISOC.AM.

Great solution to possible sensitivities in many places, as well as Armenia, but not because your Chapter is a department or subsidiary.
> 
> For new Chapters in CIS countries (I think, in other developing
> countries also) today such semi-independent structure is unacceptable.

You use the word "semi-independent", but what does that mean.  Does "independent" mean 
> Russian ISOC is an example - they will not be a Chapter, it will create
> lot of problems for them, like registration as "foreign agent". And
> Russian ISOC is an absolutely independent structure from ISOC Global.

I just checked Russia has a Chapter as of April 2013.  I cannot say how "independent" it is or whether it has to register, but obviously everyone has worked together within the "loose" definition of Chapter to create one in Russia.
> 
> I have tried  to rise this problem two years ago, but it is really hard
> to describe the problem.


> 
> With respect,
> Grigori Saghyan
> ISOC.AM
> 
> 
> On 09.05.2013 16:37, Bernie Hoeneisen wrote:
>> Hi Grigori
>> 
>> Before we established the Switzerland Chapter (ISOC-CH) we also faced
>> some challenges with possible conflicts between the jurisdiction of
>> District of Columbia (U.S.) and local (Swiss) jurisdiction. Luckily we
>> found a work-around.

Please specify under what circumstances the Swiss Chapter, independently organized under the laws of Switzerland, would have to comply with the laws of the District of Columbia (by the way, the headquarters of ISOC are in Virginia, which means its activities IN Virginia are subject to Virginia law).  The Swiss Chapter would have to engage in activities in the District of Columbia to come under its jurisdiction.

>> 
>> I am just wondering whether it would make things easier for you (and
>> other chapters), if the main seat of ISOC HQ (and its governing
>> jurisdiction) was in a more "neutral" country (as oppposed to in the
>> U.S. wrt. politics, legal requirements or bureaucracy not known as being
>> particulary easy, at least not to an outsider).
>> 
>> For example, many renowned international organizations chose to have
>> their main seat in Switzerland, among them are: International Committee
>> of the Red Cross (ICRC), International Olympic Committee (IOC),
>> Fédération Internationale de Football Association (FIFA), ISO, and many
>> others.
>> 
>> Could changing the seat of ISOC HQ improve your situation? Or is the
>> challenge rather in general incompatibilities between your local
>> legislation and other legislations around the world?
>> 
>> 
>> cheers,
>> Bernie (as an individual)
>> 
>> 
>> 
>> On Wed, 8 May 2013, Grigori Saghyan wrote:
>> 
>>> OK, this a clear answer - Chapters are ISOC global daughter
>>> organizations, and they do not have rights to have their own by laws.

UNTRUE

>>> 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.
>> 
> ABSOLUTELY UNTRUE. THEY ARE NOT UNDER THE JURISDICTION OF THE DISTRICT OF COLUMBIA.  THE NEW YORK CHAPTER IS NOT UNDER THE JURISDICTION OF THE DISTRICT OF COLUMBIA.
> 
> -- 
> Grigori Saghyan
> PGP Key ID: 0x48E4D5DC
>