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

[Andrew Sullivan]

Hi,

On Mon, Oct 11, 2021 at 10:54:09AM +0200, Tom Fredrik Blenning via Chapter-deleg>
>I agree with you that we should honour our bylaws, but I disagree with 
>you that we need to establish sanctions up front. You assume here that 
>the groups will not try their best to be in compliance.

To be clear, I am assuming no such thing; I believe all the relevant groups in fact wish for greater board diversity.  But that belief is totally insufficient for corporate bylaws, which need a clear statement of what to do in the event there is an impasse and a clear statement of how to determine what is and is not in accordance with the bylaws.  Without such clarity, there is the danger that, when one gets into disagreement (no matter how good the faith is on all sides), the bylaws do not provide a clear answer to the question.  That path is a good way to discord and lawsuits.  With my CEO hat on, I beg people not to solve one manifest ill by creating another one.  If diversity requirements are to be put into the bylaws, then please, let them be complete and not merely "good enough".

In particular,

>I think it is 
>better to assume that the groups will want to honour the bylaws. If it 
>turns out not to be the case, we may need to amend the bylaws again, 
>but we can cross that bridge when we come to it.

we actually have recent experience where we needed to amend bylaws when there was a dispute about how they applied.  It unfortunately consumed a lot of time and energy when the board actually needed to concentrate on other matters, and I believe it impeded progress of the governance reform WG.  When you have a problem with the bylaws is exactly the worst time to need to fix them, because people attempt to arrange the fixes to agree with their preferred outcomes rather than designing the bylaws to address the possible cases the corporation will face.  That's why I want to raise this now.

Best regards,

A

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