[Chapter-delegates] On corporate by-laws (was Re: On Board Diversity)

[Andrew Sullivan]

Dear colleagues,

On Fri, Oct 08, 2021 at 05:55:02PM -0400, Veni Markovski via Chapter-delegates wrote:
>
>Here's one possible solution: Include such a requirement in the ISOC
>by-laws and let the three groups figure out how to comply?

This is an interesting suggestion, but it has a problematic failure case so if people are going to continue developing the idea I thought I would point out something that will need to be handled.  If there is a requirement in the bylaws then, by definition, the Internet Society must satisfy that requirement or change the bylaws.  It is never acceptable to have a requirement in the bylaws that goes unsatisfied.

So, if we changed the bylaws to reflect some set of diversity requirements, and then one of the selecting communities declined to meet the requirements in their selections, we would need to have something in the bylaws that instructed the then-sitting board about what to do.  There are, of course, manifold options: the board could refuse to confirm the appointment and require a new selection, or the board could choose another candidate, or the board could appoint someone of their own choosing, or whatever.  But it won't be enough to say "figure out how to comply" if there isn't also a provision of what the board needs to do in the case a non-compliant candidate is offered, and there needs to be a way to break a standoff; otherwise, the governance of the Internet Society is negatively affected.

Best regards,

A

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