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

Wed Nov 11 03:06:20 PST 2020

Hi Andrew,

Thank you for your response. Sorry I've been "under the weather" (not
Covid!) so have taken a few days to get back to you.

ISOC has taken an exclusive view of its chapters who on the whole take an inclusive view of their role
within the broader community. That role hopefully includes representing local communities in ISOCs own governance and management oversight. 

The inclusive flow of responsibilities is from the local communities
through chapters to and including the ISOC board.

The exclusive flow is from the Board to the chapters and local
communities often in practice done via the professional Staff.  

ISOC as a legal entity chooses its own organisational documentation and practices. It
can also stipulate what it wants of those bodies with which it engages.

It can register its organisation(s) in whatever jurisdiction it decides
and pay or not pay the tax as per those jurisdictions laws. Those are
matters for ISOC's board. 

However the same is true of other bodies in the community such as chapters. 

The question is how do the various parts of the community interact to meet their entity and community roles
and responsibilities? 

The board you have explained is seeing conflicts of interest -
you have not indicated you have actual examples. So this sounds for now
"theoretical".  

The conflicts in the CoI are reactions to designated structural
relationships such as chapter officers and board membership. Mostly it
involves "money". Those follow on from how ISOC absorbed total governance control of
.org to itself rather than to a broader community coalition of
interests. 

Some of this has seen consultations but a consultation leading to an
executive decision is not the same as a community consensus from a
community of peers.

The current discussions in IETF on actions by the new "llc" are also seeing a
very similar tension. 

You replied  to this point that this is "about bigger governance
changes than I could do anything about".

Who can? Is this what this new committee is trying to deal with?

best

Christian

Andrew Sullivan via Chapter-delegates writes:

> Hi,
>
> Several of the items in your mail are about bigger governance changes
> than I could do anything about, so I'm just eliding those from my
> response.  This isn't because I don't think they're worthy of
> discussion, but because I'm the wrong person to talk to them about!
> The Board has to adopt Bylaws changes.
>
> On Fri, Nov 06, 2020 at 06:02:44PM +0000, Christian de Larrinaga wrote:
>>
>>For instance Chapters elect ISOC Trustees.
>
> Well, 1/3 of them, yes.
>
>>Firstly if  ISOC determines how a chapter is governed then that potentially can
>>influence how ISOC is governed via influencing (corruptly) the chapter electoral role.
>
> To be clear, though, the Internet Society does not in fact determine
> how Chapters are governed, right?  There definitely are minimum
> requirements for governance, of course, but those were (1) worked out
> with the Chapters and the ChAC and (2) are really the minumum we can
> get away with under US law.  One might want to make an argument that
> ISOC shouldn't have been organized under US law, but it's too late to
> do very much about that: we already are.
>
>>Secondly ISOC pays money to Chapters. A perceived conflict could occur if
>>it could be  inferred ISOC or some part in ISOC was using that to
>>influence Chapter candidate selection / voting for the board. (for example)
> […]
>>There are other potential things to look out for. For instance if an
>>ISOC staff member or board member or contractor or other benefactor
>>takes on a senior chapter roll and uses the chapter processes to
>>influence ISOC in a way that falls outside community consensus.
>
> Yes, which is _precisely_ why the Board has this as a hard conflict.
> You can serve in one capacity or another, but you can't serve in both.
> We don't allow chapter leadership to be ISOC staff or Trustees to
> avoid this kind of problem.  Upthread some seemed to be suggesting we
> should relax this stance, but I think you have argued pretty
> persuasively that we need to be on our guard here.
>
>>Mostly grants to chapters are for services to the community.
>
> Some are administrative funds, but yes.  And there are substantial
> funds set aside every year reserved exclusively to Chapters so that
> they can achieve those things.  Historically, we seem to have had
> difficulty getting enough Chapters to apply for those funds, but we
> continue to reserve them in any case.
>
>>Organizational members in my experience depend on an inside ISOC
>>champion but ISOC has never managed to extend that support in those
>>organizations to include their brand values with ISOC's core values nor
>>encourage direct engagement by them directly with chapters around the world in
>>areas they are  doing  business or charitable activities. Some very
>>simple things could be  done to join these dots and turn every $1 into
>>$10.
>
> I think you are right about this, and it is one of the areas of high
> priority work in the coming year.  I feel our disconnect with
> Organizational Members acutely.
>
>>I've introduced several orgs to ISOC and some have joined and
>>subsequently left because they "don't see the point". i.e, the "benefit".
>
> Correct, that is the central point.
>
>>It has too often been a case of "us" and "them" when it comes to ISOC
>>and its chapters and organisational communities.
>
> Speaking for myself, I don't think there is even a possibility of "us"
> and "them" as regards the Internet Society and its Chapters or
> Organizational Members, because I believe both of those are part of
> the Internet Society.  But I am aware that there are some who feel
> that either the Trustees or the staff or both are too exclusive of the
> community.  I will continue to do what I can to counter that drift
> while still pursuing the Mission as directed by the Board.
>
>>Incidentally we've  had a very tough year. Let's be kind in realisation
>>people here are here to further the open Internet. It's pretty amazing
>>really. Despite everything being thrown at it the Internet can still be for Everyone.
>
> In this I think we are in complete agreement.
>
> Best regards,
> A

-- 
Christian de Larrinaga 
https://firsthand.net
mu4e tool