[Chapter-delegates] Revised Chapter Agreement

Wed Aug 30 13:40:58 PDT 2017

Dear Joyce,

The board of Societa’ Internet – ISOC Chapter Italy discussed the draft
agreement and is providing the following feedback.

Background

Societa’ Internet was officially registered in year 2000. Article 2 of our
bylaws regulates the relations with the Internet Society, stating, inter
alia:

   - Societa’ Internet shares and observes the principles, mission and
   goals of the Internet Society and promotes them in Italy.
   - Societa’ Internet purports to retain recognition as an Italian chapter
   of the Internet Society. Any revocation or decay of recognition is not in
   itself a reason for dissolving or modifying the social purposes of Societa’
   Internet.
   - Societa’ Internet collaborates with other sections of the Internet
   Society in pursuit of common goals and in particular with the European
   sections in the European integration process.
   - Societa’ Internet complies with the By-Laws, Regulations and
   Directives of the Internet Society for the Chapter, when it is not in
   conflict with binding laws and standards or with this Statute.

Our impression is that some of the clauses in the proposed Charter make
sense in organisations where there is a significant power in the
leadership, significant money management, and a large number of members.

This is not the case of our chapter, as in many others. In our experience,
it is important that those who serve in the board are authoritative and
introduced in the environments in which ISOC must carry out its mission.
The credibility of the chapter is the greater asset that the chapter can
have. Certainly, in our chapter, those running for election do not do it
for money. In our chapter, then, usually, the "prestige increase" resulting
from the election is in favour of the chapter, not of the elected ones (in
the sense that it is the chapter to acquire more prestige from the election
of a certain person, rather that the prestige increase for the chosen
person deriving from being chosen by the chapter).

The number of members of the local chapter then does the rest. If limits
are put on the number of mandates, very few people of the present Board
would be eligible in next election; i.e. those that were not elected in
previous years. This would of course lead to a decay of the effectiveness
and activity of the chapter.

Direct election is by itself a guarantee of the democracy in the chapter
and does not prevent young people of value from being candidates and being
elected. There are no limitations in our statute to who can vote or be
elected (apart from a 30-day window for new member, as explained later). In
our opinion, introducing limitations would make our chapter non-democratic.
Member must be free to elect who they think best and not be bound to elect
someone just because he or she has not been elected before.

What we wish to avoid is to pass the message that chapters are branches of
a foreign-based business-like venture. ISOC was born for a purpose, and we
want to be equipped to fulfill that purpose in the most appropriate,
authoritative and credible manner.

With regard to the proposed agreement, we share the many comments and
recommendations already presented by other chapters, and we provide a
summary of our point of view below.

Comments - Paragraph 2. Governing documents.

a. Incorporating the proposed changes is not straightforward and would
require changing our bylaws which in turn requires approval by the general
assembly. This is a lengthy process that cannot be resolved within the
timeframe being envisioned (acceptance of the new agreement by end of
year). Our current election term is set to 3 years and we think that there
is no necessity to ensure annual or bi-annual elections. We also have
doubts on the word “transparent”, which seems in contradiction with the
provisions of our bylaws, which calls for secret ballot; also the word
“open” could clash against the provisions of the current bylaws, whereas
members who join the association during the last 30 days prior to the
elections cannot vote in the general assembly;

b. Local law does not require that the bylaws of a local association should
be approved by a foreign organization and it can negatively influence the
process of affiliation. Out

Our bylaws already include a compliance clause with ISOC bylaws,
regulations and directives, when not in conflict with local laws and with
the bylaws in force.

We propose to amend Paragraph 2.a to take in consideration the above points.

We propose editing Paragraph 2b. as follows:

b. When requesting recognition as a chapter, the Chapter shall file a copy
of the Chapter’s Governance Documents to   the Internet Society for
consideration. The Chapter is recommended to submit any subsequent changes
to the Chapter’s Governance Documents to the Internet Society staff, and a
Chapter may request advice from the staff regarding proposed changes to its
Governance Documents.

Comments - Paragraph 3 Chapter activities

i. The requirement that members of a local Chapter must also be members of
the Internet Society limits their freedom of choice according to the local
law. Membership in the Internet Society should be voluntary, otherwise it
can be negatively accepted by the local judicial bodies. It means that some
member of the local association might not be members of the Internet
Society.

ii., iii, iv: the 30 days term appears very restrictive in consideration of
the fact that all work is done by volunteers and that there is no  paid
staff that can ensure a pre-defined level of service; all out activities
are, by definition, based on voluntary best effort.

We propose the following amendment to Paragraph 3.a.i

i. Establish and maintain the Chapter with a minimum of 25 individual who
must be individual members of the Internet Society. The Chapter might have
members that are not individual members of the Internet Society.

We propose to amend 3. ii., iii,  and iv to remove the explicit reference
to 30 days. A different, non-quantitative, formulation should be used.

Comments – Paragraph 7 – Tax exempt status

Although the principles are clear and agreed, we are concerned about
creating bureaucratic workload and/or costs (e.g. for audits). Again, this
consideration stems from the fact that all work is done by volunteers and
that there is no paid staff that can ensure a pre-defined level of service;
all out activities are, by definition, based on best effort. Please note
that our bylaws already foresees a Board of Auditors which reviews the
management documents, verifies the regular keeping of books and accounting
records, examines the balance sheet and the balance sheet, drawing up
special reports for the general assembly.

Comments – Paragraph 11 – Dispute resolution

In the currently proposed formulation, any dispute will be brought to the
arbitration tribunal of WIPO, Geneva, with a sole arbitrator. We strongly
recommend 3 arbitrators (one chosen by ISOC, one by the chapter and one
elected by the two arbitrators) and the language to be chosen at the time
of the arbitration.

We propose the following amendment to Paragraph 11

Any dispute, controversy or claim arising under, out of or relating to this
charter and any subsequent amendments of this charter, including, without
limitation, its formation, validity, binding effect, interpretation,
performance, breach or termination, as well as non-contractual claims,
shall be referred to and finally determined by arbitration in accordance
with the WIPO Arbitration Rules. The arbitral tribunal shall consist of
three arbitrators, one chosen by ISOC, one by the chapter and one elected
by the two arbitrators. The place of arbitration shall be Geneva,
Switzerland. The language to be used in the arbitral proceedings shall be
chosen at the time of the arbitration.

Comments – After Paragraph 11 – Missing Clause

The most important part is missing, which is the applicable law. Lack in
the definition of the applicable laws drives the impossibility of
interpreting contract terms and their legal concepts. As one example, one
effect of this lack of definition of applicable law, combined with
exemption from court jurisdiction in favour of the arbitral tribunal, would
not be valid for Italian law under art. 1341 civil code.

In conclusion, we remain of the opinion that the role of chapters is to
promote the global principles of ISOC through the application of approaches
adapted to the local context. We believe that there is value in retaining a
bottom-up nature in the relationship with the chapters, rather than
top-down, and that should be articulated with appropriate language in order
to render the Internet Society a global recognised organisation.

Best regards,

Alessandro Berni

On behalf of the board of Societa’ Internet – ISOC Chapter Italy

On Mon, Jul 31, 2017 at 12:06 PM, Joyce Dogniez <dogniez at isoc.org> wrote:

> Dear Chapter Leaders,
>
>
>
> Internet Society Chapters are a very important part of our organization.
> They act as a local presence globally to advance and represent ISOCs
> mission, vision and principles. They are a crucial vehicle for ISOC to
> drive the local advocacy efforts as well as implement activities and
> actions at local level.
>
> To be able to do this it is important that Chapters are well structured,
> well governed, functional and that there is a clear definition of the role
> of Chapters.
>
>
>
> Since 2013 we have continued to strengthen our relationship with our
> Chapters and are working with them to improve on a number of areas through:
>
>    - The introduction of standardized Charter agreements to clarify the
>    role of and the support of Chapters
>    - The introduction of minimum standards and a Chapter Performance
>    Evaluation to identify and support areas of improvement
>    - The increase of financial and other support for Chapters
>
>
>
> With the increased financial support to our Chapters we also have an
> increased responsibility and accountability towards our community. It is
> the responsibility of Internet Society’s leadership to manage its funds in
> a responsible and transparent manner.
>
> This implies that the legal relationship between Internet Society and its
> Chapters needs to be well defined.
>
>
>
> As you all have seen Internet Society launched a new brand identity over
> the last months, with a new logo, new font, new colours, a different tone
> of voice, etc. Some of you have already been implementing this.
>
> As the local voices of the Internet Society, it is important that our
> Chapters carry that same image and message.
>
>
>
> For all these reasons, we are introducing a revised Chapter Charter that:
>
>    - Clarifies the relationship between Internet Society and its
>    Chapters, including external communications guidelines
>    - Clarifies the expectations (minimum criteria, governance structure
>    and support) for both parties
>    - Clarifies the expectations in terms of Internet related positions
>    taken by Chapters
>    - Clarifies the use of the Internet Society Brand and use of
>    Intellectual Property
>    - Clarifies the terms and accountability for funding provided by
>    Internet Society
>    - Clarifies the terms of termination of a Chapter
>    - Reduces the liability in case of abuse or misuse of funding and
>    branding
>
>
>
> The attached agreement has been reviewed by the Chapters Advisory Council
> Steering Committee who have given extensive feedback and input (thanks
> again!!).
>
>
>
> We understand that some of the changes in the agreement will imply some
> changes at Chapter level and we will of course work with all of you to
> ensure you can go through the necessary processes at local level in due
> time.
>
> We will expect Chapters to sign the revised agreement before 1st of
> January 2018 to still be eligible for Chapter funding.
>
>
>
> Therefore, I’d like to ask you all to review the attached Chapter Charter
> in *the next 30 days, until 31st August* and please contact
> chapter-support at isoc.org with any questions or specific issues you may
> have. A French and Spanish version will be available later this week.
>
>
>
> I look forward to working together to continue to strengthen our Chapters
> and to support the important work you do on the ground advancing our
> mission.
>
>
>
>
>
> Kind regards,
>
>
>
> Joyce
>
>
>
>
>
>
>
> —
>
> Joyce Dogniez, CMM
>
> Senior Director Global Engagement
>
> Internet Society
>
>
>
> dogniez at isoc.org
>
> Mob/Whatsapp: +352 621 266 189 <+352%20621%20266%20189>
>
> Skype: joycedogniez
>
>
>
> _______________________________________________
> 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
>
> --
> -- Alessandro Berni, <alessandro.berni at gmail.com>
> <https://portal.isoc.org>
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