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

['Andrew Sullivan']

On Sun, Nov 08, 2020 at 04:04:21PM +0100, Richard Hill wrote:
>
>I stress "THEIR OWN FINANCIAL INTERESTS".

It turns out that, if you have a fiduciary responsibility to an organization, it extends the interests of the organization to you in some ways.  This is one such way.

>I presume that ISOC has obtained expert legal advice on why having Chapter officers on the Board would violate US tax law. If that is the case, could the legal advice be posted to this list?
>

Since in this case the legal advice would have been given to the Board, I can neither confirm nor deny that there was such advice in this case (you'd have to make that request of the Board).  As a general matter, however, it is not good practice to share legal advice one has with others, because it breaks privilege.  So if I were in a position to post the advice here, with regret I would have to decline to do so.

>I do not understand that. Some individuals have as much influence on a Chapter as members as they did when they were officers.
>

But they are not officers, so they do not have the same kind of legal duty, so it is not the same sort of conflict.  "Having influence within an organization" and "having a legal duty to an organization" are different things.

>But that is not necessarily a conflict of interest. It is a conflict of interest only if the Board, Chair of the Board, or Chapter Officer decides that there is a conflict of interest.
>

This is true in a trivial sense, of course, but the point of having the policy is to provide guidance about how those decisions ought to go.

>That is, there was no absolute prohibition on Chapter Officers being Trustees.

I believe I pointed out that it appeared to be implicit, not explicit.

>No, section IV provides that the Trustee could "Physically excuse himself or herself from participation in any discussions regarding the transaction or activity, except as requested by the Chair."

But as a practical matter, since Chapters are so bound up with the operations of the Internet Society, that would require that a Trustee be absent from an awful lot of discussions and many of the most important ones.  Surely that is a less-than-desirable outcome?

>As I understand it, there will be (hopefully soon) a forum to discuss potential changes to ISOC's governance. Would a move outside the US be an acceptable topic to discuss? Or is that off-limits?
>

You will have to take that up with the Chairs of that group; it is a question on a governance matter and better directed at the Board.  I see Olga has posted, so perhaps you can ask her.

Best regards,

A

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