[Chapter-delegates] ISOC Board's CoI Policy

[Richard Hill]

Dear Gonzalo,

 

Thank you for this. Does the clarification reproduced below flow directly
from US tax/tax law regarding ISOC's non-profit status? If so, could you
publish the legal opinion to that effect?

 

If the clarification does not flow directly from US law, then I think that
it should have been circulated to the membership, in particular the
Chapters, for comment before being implemented, in keeping with a bottom-up
approach.

 

Best,

Richard

 

From: Chapter-delegates [mailto:chapter-delegates-bounces at elists.isoc.org]
On Behalf Of Gonzalo Camarillo via Chapter-delegates
Sent: Thursday, 4 February, 2021 09:48
To: chapter-delegates at elists.isoc.org
Subject: [Chapter-delegates] ISOC Board's CoI Policy

 

Hi,

 

as my fellow Trustee Heather West communicated to you last November in her
note below, the Board would conduct a review of the "Independent Policy
Review" section of the Conflict of Interest Policy (CoI).  Upon evaluation
by the Governance Committee and discussion amongst the Board, a resolution
was passed on January 26th, 2021, to approve clarifications to the Conflict
of Interest Policy for Trustees and Board-designated Officers.

 

The clarified policy
<https://www.internetsociety.org/wp-content/uploads/2021/01/ISOC-Conflict-of
-Interest-Policy-and-Disclosure-Form-Jan-26-2021.pdf>  states that
"individuals who sit on a board or hold other leadership positions in
organizations that operate in ISOC's areas of engagement shall not serve as
trustees, unless their participation is on behalf of or at the request of
ISOC's Board. Such organizations include any organization that by its nature
or purpose makes policies or engages in advocacy for changes to laws,
regulations, or rules that might adversely impact ISOC or its financial
stability, or that might conflict with ISOC's own advocacy positions or the
accomplishment of its mission. 

 

In addition, individuals who are appointed or elected to roles in the policy
development process of these organizations shall not serve if those roles
have rights or responsibilities beyond those open to the general public.
Participating in a strictly advisory role or in a role that is open to
members of the general public does not constitute a conflict under this
policy, except to the degree that conflicts may arise under other provisions
of this policy."

 

As a result of the changes made to the CoI policy, Olga Cavalli, who was
recently appointed as a member of the GNSO Council, the Generic Names
Supporting Organization - a policy-development body that develops and
recommends policies relating to generic top-level domains (gTLDs) to the
ICANN Board - has tendered her resignation as member of the Internet Society
Board of Trustees and the Internet Society Foundation Board of Trustees.  

 

Olga has not only been a Trustee for the past five years, but she has been
an active member of the Internet Society community for over 15 years.  We
are grateful for her dedicated service to the Board and, more importantly,
to Internet Society's mission.

 

The vacancy left by Olga's resignation will be filled by appointing someone
for the remaining year of her term.

 

Sincerely

Gonzalo Camarillo

Chair of the Internet Society Board of Trustees

 

--

From: Heather West
Sent: Wednesday, November 4, 2020
Subject: Message from Internet Society Audit Committee Chair

 

As Chair of the Internet Society Audit Committee, I wanted to share an
update with you.

As you may know, the Audit Committee reviews the Conflict of Interest forms
filed by members of the Board of Trustees and officers of the Internet
Society to ensure that we are in compliance with our Conflict of Interest
("CoI") policy.

The CoI policy states that members of the Board of Trustees cannot hold a
position in the policy development process in another organization operating
in the Internet Society's areas of engagement, and we are evaluating a
situation where this restriction may be relevant. One of our Trustees has
been appointed as a non-voting member to the GSNO Council, the Generic Names
Supporting Organization - a policy-development body that develops and
recommends policies relating to generic top-level domains (gTLDs) to the
ICANN Board.

The Internet Society has a long history of collaborating with our diverse
community from around the world, and is committed to having vibrant and
robust global engagement. We work across countries and cultures and seek
diverse cross-organizational expertise. This makes us stronger-sound
practices and clear policies are a critical part of that.

We recognize that the expertise of our trustees is also valued by other
groups. At the same time, our community is best served when board members
are able to maintain their independence from other organizational interests
that are in the Internet Society's areas of engagement.

While our CoI policy was adopted unanimously by the Board of Trustees
earlier this year, the Board has determined that a section addressing a
conflict under the "Independent Policy View" section needs further review.
The Governance Committee will evaluate this section with the goal of
providing its assessment and recommendations to the Board for further
discussion.  We anticipate this work will be concluded by the time of our
next Board of Trustees meeting.

Below is the link to our Conflict of Interest policy on the Internet Society
website. 

https://www.internetsociety.org/coi-policy/
<https://protect2.fireeye.com/v1/url?k=3c166a90-638d53ac-3c162a0b-86b1886cfa
64-4b32b20715cd1adb&q=1&e=4c4027ce-1199-4d9e-ad8a-6493b0e1a76a&u=https%3A%2F
%2Fwww.internetsociety.org%2Fcoi-policy%2F>   

Sincerely,

Heather West
Audit Committee, Chair, Internet Society Board of Trustees

  

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