[Chapter-delegates] Revised Chapter Agreement
Christian de Larrinaga
cdel at firsthand.net
Sat Sep 2 06:26:40 PDT 2017
Dear Raul,
What you write makes a lot of sense. Another approach to hard coding
clauses of this type is to develop structured leadership programs that
chapters participate in coupled with ongoing community best practice
processes. Commitments to participate in community activities of this
sort seems sufficient to me at this time. But I'd certainly listen to
suggestions.
It is very important that chapter leaders particularly founders step to
one side if not off the pitch entirely after three to five years to
allow developing fresh leaders to do the air thing. But that I feel is
more a 'best practice' that requires successor planning to be embedded
in all ISOC constituencies.
It is also sometimes important that such early leaders are able to step
back to help chapters out when necessary.
Christian
Raul Echeberria wrote:
>
> Hi Veni and all:
>
> We are paying all our attention, of course, to all your comments and
> we thank very much all the time you are taking to analyze this issue.
> The comments are all very useful and even more important, very valuable.
>
> Let me however make here a very personal comment that will not affect
> in anyway our further revision of the Chapter agreement.
>
> First of all, the assertion that this is being driven from Reston is
> absolutely wrong and will lead to confusion. This work is being led by
> Joyce, who is a Belgium living in Luxembourg and by me, an Uruguayan
> living in Uruguay.
> Of course we work, because that’s the responsible way to do it,
> together with our legal counsel, David, who is a US citizen based in US.
>
> In this process we have had discussion with Chapter Advisory Council
> Steering committee members, who are from different countries and of
> course, as I said before, this discussion is being taken very
> seriously, as it has to be.
>
> So, we should be careful with feeding that old fashioned idea of some
> guys inside of a room in Reston trying to tell the rest of the world
> what has to be done. That misconception could undermine the value of
> our work and would not be fair with the tens of ISOC team members who
> are working everyday from near to 30 countries in the world.
>
>
> Going now to a different point:
>
> The rotation in the leadership of an organization or a county is a
> concept that has been introduced in democratic systems long time ago.
> In many countries, there is a limit for serving on elected positions
> and even in the Internet ecosystem many organizations have also
> adopted this rule.
>
> ISOC and ICANN are 2 cases. Both organizations have limits in the
> number of terms in which one person can serve in their boards in a
> consecutive manner. In ISOC, there are no limitations to the number of
> times you can comeback to the board and we have not many, but some
> cases. However you can not serve more than 2 consecutive terms.
>
> So the concept could be more or less convenient, but for sure is a
> concept we have already adopted in some of our bodies. Is not
> something rare.
>
> The number of Internet users have increased very much and the number
> of people involved in Internet development and policy matters have
> grown very much too. There are several (ISOC runs some of them)
> programs for developing new leaders. New people is coming on board
> every year. Youth at IGF, NextGen leaders, Youth SIG, the numerous IG
> schools are just some examples of those initiatives. We have to learn
> how to take advantage of all these new leaders that ara being formed
> by different organizations.
>
> So if there are no volunteers for working in our chapters, should not
> we think about why does it happen?
> Are we creating the right avenues for attracting new people.
> Are we offering attractive ways of participation?
>
> We should reflect on those things.
>
> If you, the Chapters, don’t want to include this clause in the new
> agreement, that of course could be considered. But this is not a long
> term solution.
> If we don’t have renovation in the leadership, these organizations
> will not evolve, they won’t grow and so they will not be impactful.
> This is what always happens in any organization.
> Does it mean that we don’t value the work of those volunteers that
> have been leading some of our chapters for a long time with a very
> generous and incredible dedication. Of course no!
> We feel very very proud to have this kind of people in our community.
> The institutions however are more important than the individuals and
> we have to strengthen the institutions in order to make them relevant
> and sustainable in the mid/long term. And, in my humble opinion, the
> rotation in the leadership is one important aspect for achieving that.
>
>
> Just my 2 cents,
>
> Best,
>
> Raúl
>
>
>
>
>
>> El 1 set. 2017, a las 13:42, Veni Markovski <veni at veni.com
>> <mailto:veni at veni.com>> escribió:
>>
>> Well said, Brandt.
>> We try constantly to bring new people in, but it is very difficult.
>> For ISOC, from Reston, it may seems simple, but it is not that for
>> (some/many) chapters.
>> People would commit time if there's a danger for the bigger good, or
>> if there's compensation for the time they spend.
>> When things are moving fine, they may not see a reason to engage.
>>
>>
>> On Fri, Sep 1, 2017 at 16:18 Brandt Dainow <brandt.dainow at gmail.com
>> <mailto:brandt.dainow at gmail.com>> wrote:
>>
>> 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 <mailto: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
>> <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
>> <mailto: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
>> <mailto: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 1^st
>> 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 31^st August* and please
>> contact chapter-support at isoc.org
>> <mailto: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 <mailto: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/>_
>>
>> --
>>
>> <https://portal.isoc.org/>
>>
>> _-- Alessandro Berni, <
>> <https://portal.isoc.org/>alessandro.berni at gmail.com
>> <mailto:alessandro.berni at gmail.com>_>
>>
>> _______________________________________________
>> 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/>
>>
>> --
>> Best regards,
>> Veni
>> http://veni.com <http://veni.com/>
>>
>> ***
>> The opinions expressed above
>> are those of the author, not of
>> any organizations, associated
>> with or related to him in
>> any given way.
>> ***
>>
>>
>> == Sent from my phone, so any spelling mistakes are caused by the
>> touchscreen keyboard. Also, that's the reason for using short words
>> and phrases.
>> _______________________________________________
>> 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
--
Christian de Larrinaga FBCS, CITP,
-------------------------
@ FirstHand
-------------------------
+44 7989 386778
cdel at firsthand.net
-------------------------
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