[Chapter-delegates] Message from Internet Society Audit Committee Chair

[Andrew Sullivan]

Hi,

On Thu, Nov 05, 2020 at 03:01:34PM -0500, John More via Chapter-delegates wrote:
>
>I can see some reasons for a rule that the top leaders of a Chapter should not remain in their positions once elected to the Board of Trustees, but there was no discussion.
>

The old CoI policy is still available at https://www.internetsociety.org/wp-content/uploads/2017/06/conflictofinterest-trustees.pdf.

My understanding is that, at least when I started as CEO, there was general agreement that serving as both a Chapter officer and a Trustee at the same time created a violation due to an Affiliated Entity under section II.A and possibly II.B of that policy, and that it would require that such a Trustee would be necessarily conflicted on all matters related to the ISOC budget and possibly anything to do with Chapters, and so the only plausible remedy under section IV of that policy would be option (d) (i.e. resignation or removal).  My understanding is that the Board of Trustees understood at the time that this was not apparent to the community but became immediately apparent once the Board orientation training happened, and so the goal of the more recent policy was just to make explicit what was already implicit in the existing policy (which had been in effect since 2011).  I do not wish to speak for the Board or any prior Trustee on this matter, however.

I should make it clear that I regard this as a governance issue, and I think it is entirely up to Trustees as to how to handle what the policy says.  But I am pretty sure that, especially with respect to Chapter officers and Trustees, the current policy does not really say anything different than the old policy did, and instead simply attempts to make explicit what was merely implicit before.

Best regards,

A

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