[Chapter-delegates] Revised Chapter Agreement

Fri Sep 1 09:18:04 PDT 2017

Congratulations on a really good analysis and recommendations.

The issue of enforced term limits bothers me.  It is, I presume, designed to prevent domination of a chapter by a small group or single individual, and to force chapters to develop new leadership.  It does not “encourage” new leadership development as some have said – it’s an unavoidable rule.  There are two problems here:

1)       There is an assumption that domination by a small group or individual is always harmful to the chapter.  This is not always the case.  In some cases dedicated and passionate people devote significant portions of their lives to causes, holding leadership positions for many years and driving the positive development of the organisation.  Such people often build a huge range of contacts and much expertise which takes many years, or even decades, to achieve.  For example, I was involved in the creation of the British Computer Society’s Internet Specialist Group in 1995.  Since that time it has had only one president, Howard Gerlis.  In the 22 years he has been president I have watched him build it from a small, relatively inactive group, into a large active and very influential body.  There have been many times when I am convinced it would have failed if Howard had not expended considerable personal time doing work when no other volunteers were available.  I am sure we can all think of other charities and bodies whose success is largely due to long-term leadership by dynamic and dedicated individuals.

2)      New committee members may not always be available.  I know this may be hard for us to understand, but not every member of ISOC is as passionate about it as us.  Many people join out of mild support for ISOC, because it costs nothing, etc.  They may go to meetings, read emails, but they have no interest in doing more.  At the Irish chapter AGM last month we had 15% to total chapter members attend.  That was 9 people.  We have a committee of 7.  3 committee members had resigned, so we needed to replace them.  We struggled to get 3 of the 9 attending to agree to join the committee.  Actually we only got 2, but one person reluctantly agreed simply to fill the numbers, on the condition they were not expected to do anything.  If we had been forced to re-elect the entire committee, the chapter would have had to close.  I am sure our situation is partially due to the fact we are still forming, but my point is that there is no guarantee that smaller chapters can always find suitable leaders.

Do we really want to introduce regulations which say that a chapter under dedicated and positive leadership should be closed if it cannot drag second-rate reluctant members onto the committee and throw out the good leaders?

Forcing people OFF the committee is not “encouraging” leadership development in any way.  It simply forces people out.  The assumption is that creating a leadership vacuum will magically result in the rise of systems to develop new volunteers.  But stopping one thing is not the same as developing its opposite.

We have many established mechanisms to ensure democracy in organisations – AGM’s, membership notification processes, enforced electoral processes etc.  If the members are happy to keep the same leaders in place, how is it more democratic to overrule their decisions?  I suspect there is a concern that some chapters can be so corrupt they become dominated by a few who can manipulate the voting process against the members wishes.  I doubt this is likely, and have yet to hear of any such case in ISOC.  Such behaviour is extremely rare in voluntary organisations where no money or political power derives from the positions.  Is the danger so extreme that we wish to close chapters which violate term laws?

Regards,

Brandt Dainow

brandt.dainow at gmail.com

https://www.researchgate.net/profile/Brandt_Dainow

http://www.imediaconnection.com/profiles/brandt.dainow

From: Chapter-delegates [mailto:chapter-delegates-bounces at elists.isoc.org] On Behalf Of Alessandro Berni
Sent: 30 August 2017 21:41
To: Joyce Dogniez
Cc: chapter-delegates at elists.isoc.org
Subject: Re: [Chapter-delegates] Revised Chapter Agreement

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  <mailto:chapter-support at isoc.org> 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 <tel:+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

 <https://portal.isoc.org> 

--  <https://portal.isoc.org> 

-- Alessandro Berni,  <https://portal.isoc.org> <alessandro.berni at gmail.com>

-------------- next part --------------
An HTML attachment was scrubbed...
URL: <https://elists.isoc.org/mailman/private/chapter-delegates/attachments/20170901/3dc6cca5/attachment.htm>