[Chapter-delegates] The kinds of objections (was Re: Join our call to stop the sale of .org)

[Andrew Sullivan]

Hi,

On Thu, Nov 28, 2019 at 06:40:33AM -0500, Dave Burstein wrote:

> *The most important thing to discuss Friday is whether it was right for you
> and the Board Chairman to claim ISOC is not and should not be a
> multistakeholder organization.*

I wish to be crystal clear about this: I never said, and I do not
believe, that is the case.

What I said is that ISOC is not a membership organization as that is
usually meant in US corporate law.  Our members have a direct
(organizational) or indirect (via chapters) say in who becomes a
Trustee.  But the fiduciary responsibility then lies with the Trustees
and not the members.  That's the way we are organized.  Membership
organizations don't work that way.  Instead, in those kinds of
organizations, certain decisions of the corporation must be directly
ratified by votes of the members.  There are various practical
consequences of such an organization design, one of which is that it's
quite often extremely hard to get quorum at meetings, and so lots of
decisions can't be taken.  Even in our own organization, as many here
know, that can be a consistent problem in constituent bodies.

I said this in response to a bunch of questions about why the
membership need not be consulted directly on some things that need to
be decided.  Contract negotiations are actually such a case.  Some
have moved from that point to argue that it was ok not to consult on
the details of the agreement (and some have granted that the agreement
could even be secret), but have argued that the members needed to have
been consulted on the very idea of such a sale in the first place.

My view is that our governance model today expresses its
multistakeholder properties in different ways, and one of those ways
is the way the Board of Trustees is selected.  The idea there is that
different kinds of stakeholders will pick people with views that tend
to reflect the stakeholder view, so that even in cases where the Board
needs to proceed without consultation or transparency the point of
view is carried into those discussions.  It is clear to me that some
people think this is an inadequate mode of operation, but it is the
way our governance works today.  It seems like there may be a
discussion to be had on that matter.

Best regards,

A

-- 
Andrew Sullivan
President & CEO, Internet Society
sullivan at isoc.org
+1 416 731 1261