[Chapter-delegates] Why can't one be a Trustee and Chapter leader at the same time? (was Re: Message from Internet Society Audit Committee Chair)

[Andrew Sullivan]

Hi,

On Thu, Nov 05, 2020 at 02:16:27PM -0500, Veni Markovski via Chapter-delegates wrote:

>1. A chapter leader runs for ISOC Trustee and (s)he is not elected.
>Nothing to do here.

Yes.

>2. A chapter leader runs for ISOC Trustee and (s)he is elected. Options:
>2.1. (S)he steps down from the chapter leadership role (as per Andrew's
>email)

And as per the current CoI policy.  This is an absolute prohibition right now, so there is no other option.

>2.2. (S)he doesn't step down, but the chapter discontinues getting *any*
>funds from ISOC

Given that Chapters are also eligible for various Chapter workshops and other spending that the Internet Society undertakes in the service of the Chapter community, this isn't really a very clearly acceptable position to take.  The basic problem is that we want a very bright line in which it is not possible for the officer of a receiving organization to be even possibly seen to be in control of the funds from the Internet Society corporate body in the US, because it raises questions.  (Also, please note, this is not an option under the existing policy.)

>2.2.1. (S)he doesn't step down, the chapter continues getting - at some
>point in the next three years - some funds from ISOC. The statement of
>interest is declared by that Trustee (correct me if I am wrong, but this
>should not be CoI, Conflict of Interest, as the Trustee is not the one,
>who decides what money ISOC gives to what chapter), and ISOC risks a
>potential check by the IRS, and may be an audit.

The Trustees are the people who approve the budget of the Internet Society, and are the governance body of the Internet Society such that all the staff ultimately are responsible to the Board of Trustees.  The conflict does not arise merely if the Trustee individually approves the transfer of funds.  Possibly ironically, the Government of the United States has become quite picky about any perceived form of self-dealing in cases like this, and it is not a risk that we should be willing to take at all.  (Again, please note, this is not an option just now.)

>Just to put this in perspective - if that rule existed few years ago,
>some of the Trustees would have never made it to the BoT (unless they
>would give up their chapter leadership position), and this would be
>unfortunate.

Why would it be unfortunate?  Why is it so important to have the same person serving in different positions, rather than having a diversity of people contributing to the overall health of the entire Internet Society?

>But, Andrew, you are not saying that this is the only possible way; you
>actually said if a chapter leader is a Trustee, that puts extra burden
>on ISOC in case it is to be audited by the IRS. An audit doesn't mean
>ISOC is doing anything wrong, or that the chapter leader cannot be a
>chapter leader; it seems like by asking the chapter leaders to make that
>choice, you're just making it easier on ISOC with regards to a possible
>audit.

Audits cost real money, and cost attention and time.  And if the IRS decides against you it can be quite problematic.  Why would any of us want to run such a risk?  If the IRS were to make a negative determination, that would surely also have bad consequences for every Chapter.

>chairman of the board. These could be non-paid positions, and there's a
>difference between the responsibilities of board members, who are
>compensated for their work, and those, who work pro bono.

Not for these purposes, there is not, I'm sorry to say.

Best regards,

A

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