[Chapter-delegates] Revised Chapter Agreement

[Winthrop Yu]

   +1 Alessandro.

   I agree with your comments and recommendations with the exception of those on 
the "global" membership requirement, which we believe is not overly onerous and 
a reasonable requirement as a 'chapter' of ISOC.

   That being said, i would also like to offer the following additional comments 
...

*Term Limits*

   The Asia Pacific bureau recently instituted a policy that the chapter 
representative to the annual regional chapters' workshop/meeting should be a 
chapter leader who has not represented the chapter at this regional meeting 
during the past 3 years. We believe that this provision encourages development 
of new chapter officers in a more proportional manner than strict term limits.

   It should be noted that even before this provision was put in place by ISOC 
APAC, only 1 ISOC-PH officer has represented the chapter twice at the regional 
meetings. It should also be noted that the youngest ISOC-PH officer is still 
only 25 years old, has qualified and attended at least 3 international events 
this year, and has represented the chapter at several other events including IGF 
2016.

   If there are to be term limits, perhaps it would be best to clarify if these 
term limits apply to officer positions and not necessarily to chapter governing 
board membership?

*Administrative Overhead*

   While certain 'control' measures are reasonable, one should be aware of how 
the administrative load affects chapters, especially smaller an newer ones. Note 
that there are already reporting and control measures in place for individual 
grants (including the admin fund), and better reporting on these individual 
grants would be a more proportionate measure.

   On this point, a chapter currently receives a report on its performance from 
the regional bureau. But the item for "fund reporting" is only a single metric 
and does not provide a chapter with information on which specfic funding was 
properly reported/liquidated, and which were not.

   I would recommend that chapters be provided with detailed information on 
their reporting compliance per fund (there may be several -- admin, BTN small, 
BTN large, IComm, etc.), so that the chapter itself cam assess amd tale 
cprrectove measures.

*More on Fund Reporting*

   Another reason for detailed feedbak to the chapters on their fund reporting 
is in order to encourage application for and use of these various funds by 
different officers and groups within the chapter.

   If the reporting requirements are overly strict, or the report-back for one 
fund affects all chapter funding, there is a tendency to centralize fund 
reporting within the chapter which also has the undesired effect of overly 
centralized fund disposition and use within the chapter. This discourages 
'bottom-up' application for and use of funds.

   Noting further that even fund 'reminders' sent to chapter leaders do not 
specfically state the fund for which the reminder applies. The result at our end 
is our officers staring at each other asking -- "ok, which of you haven't 
reported back yet?" It would be more efficient if it was clear which fund (and 
which specific project and year) the reminder is for.

~~~~

   Nothing further to add at this point, except to thank the EU chapters for 
letting us borrow their bureau chief :) -- 
https://www.facebook.com/isoc.ph/posts/1465941853474252

WYn
ISOC-PH



On 8/31/2017 4:40 AM, Alessandro Berni wrote:
> 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
> 
> Ourbylaws 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
> 
> _______________________________________________