[Chapter-delegates] ISOC Chapters Advisory Council (ChAC) Advice to the ISOC Board of Trustees: (1) Access to Chapter Delegates Mailing list; (2) Reinstatement of Funding for ISOC.LIVE
Olivier MJ Crépin-Leblond
ocl at gih.com
Fri Jul 19 03:26:47 PDT 2024
Dear Cheryl,
thank you for forwarding the results to the Internet Society Board of
Trustees, with your text as attached. I join you in thanking Greg Shatan
and indeed the whole Chapter Advisory Council Executive Committee in
taking grasp of the situation.
I should add that in addition to the work needed to improve the Chapter
Advisory Council Rules to avoid similar issues in the future, there are
also a number of other issues which need to be worked out, starting with
the follow-up to previous advices from the Chapter Advisory Council.
In fact, I would say that there is some "unfinished business" that will
need to be addressed.
According to the table of Advice provided by the Chapter Advisory
Council on:
https://www.internetsociety.org/chapters/chapters-advisory-council/recommendations-reports-and-updates-to-the-board-of-trustees/
Advice 2020.02.13-03 - Changes to ISOC’s Bylaws to strengthen Advisory
Councils and Chapters
<https://isoc.box.com/s/fhl9ako4i1a4m2ivxuaez42y4vapeoyb>, the response
from the Board is given in Response from the Board
<https://isoc.app.box.com/s/1f7wc9o0ukc3ywcvgxnabqi2u0w3tgtp> and mentions:
/"We believe it would be preferable that governance changes be
considered wholesale
rather than incrementally, so we suggest holding this important advice
until we all
have greater clarity about other discussions to come."/
This was in February 2020 - in the middle of the "PIR sale event".
In relation to: Advice 2020.04.17-02: Second Advice on ISOC
Constituencies Consultation
<https://isoc.box.com/s/iscylezdnkevpk5gc3v5ah5kkvommuim>
"“Initiate a process to change the ISOC Bylaws so that the current
communities that elect are considered as constituencies and so that they
must be consulted prior to any major financial and strategically
significant operational decisions being taken."
The Board's response was:
/"... we plan to pass a resolution to create a Governance Reform Working
Group in a way that ensures that any and all proposed changes in ISOC
governance proposed by the resulting Report With Recommendations (RWR) ..."/
As a result, in its Board of Trustees meeting No. 151
<https://www.internetsociety.org/board-of-trustees/meetings/151/> of 7
May 2020 - the Board passed a resolution establishing a "Governance
Reform Working Group":
*R/esolution 2020-15: Establish a Governance Reform Working Group/*/
WHEREAS the Internet Society is a multi-stakeholder nonprofit charitable
organization whose mission centers on Internet-related standards,
education, access, and policy; and
WHEREAS the Internet Society’s mission is to “to promote the open
development, evolution and use of the Internet for the benefit of all
people throughout the world”; and
WHEREAS the Board of Trustees that governs the Internet Society’s
nonprofit and charitable operations is selected by communities that
include Chapters and Organizational Members and the Internet Engineering
Task Force; and
WHEREAS the Board of Trustees solicits information and consults with
designated permanent and ad-hoc advisory committees whose purpose is to
provide informational input to assist the Board of Trustees and the
Internet Society as a whole; and
WHEREAS the Chapters Advisory Council Steering Committee has recently
considered and continues to consider proposals that would, if enacted
consistent with governing state and national law, alter the governance
structure of the Internet Society so that its governance would be
conducted more directly by the Chapter Advisor Councils and Chapters; and
WHEREAS these proposals if enacted in their draft forms would affect the
interests of all the stakeholders represented both directly and
indirectly in the current governance structure of the Internet Society; and
WHEREAS these proposals may raise important legal and regulatory
compliance issues in the jurisdictions in which the Internet Society
conducts its operations, or in the jurisdictions where the Internet
Society is a funder or affiliate or otherwise acting as a supporter of
projects and work associated with its mission; and
WHEREAS the shift of Advisory Councils to a new governance role may
raise conflict-of-interest issues that could require, inter alia, the
creation of new Advisory Councils who could operate in a more
traditional advisory role; and
WHEREAS proposed changes in Internet Society governance structures will
require legal review to ensure that legal and regulatory compliance
issues, as well as conflict-of-interest issues, continue to be minimized
consistent with applicable legal and fiduciary obligations,
NOW THEREFORE BE IT RESOLVED, that the Board of Trustees of the Internet
Society shall designate a Governance Reform Working Group that shall
include but not necessarily be limited to members of the Board, members
of the Chapters and of the Advisory Councils, representatives of other
stakeholder and affiliate groups, including Organizational Members, the
Internet Engineering Task Force, ISOC individual members, and SIGs, and,
if available, experts representing similarly situated nonprofit
charitable organizations who can advise on the questions raised in this
resolution; and
FURTHER RESOLVED, that the representatives of the Chapters and the
Chapters Advisory Councils shall be nominated for participation in this
Working Group, to the extent possible, through proactive democratic
engagement with the Chapters’ members; and
FURTHER RESOLVED, that the Governance Reform Working Group shall produce
a Report With Recommendations (RWR) that represents a consensus of the
Communities who select Trustees to serve on the Internet Society Board
of Trustees; and
FURTHER RESOLVED, that, upon being presented with the RWR, the Board of
Trustees will engage with legal counsel to conduct a legal and
regulatory compliance review of recommendations contained within the RWR
and will consider recommendations that meet applicable legal,
regulatory, and fiduciary standards.
Read the minutes
<https://www.internetsociety.org/board-of-trustees/minutes/151> and
agenda <https://www.internetsociety.org/board-of-trustees/meetings/151>.
/
Many recommendations came from the Chapters.
A year later, the co-chairs of the working group Hans Peter Dittler and
Mike Godwin, proposed the following:
https://www.internetsociety.org/wp-content/uploads/2021/11/18b-Report-of-the-Governance-Reform-Working-Group.pdf
This refers to two avenues:
a. Diversity in the NomCom / Board Diversity
b. A set of recommendations collated by Richard Hill - which include the
which include the issues about "Constituencies", the Role of Chapters,
Advisory Councils etc. The list is rather long but included
classification into priorities.
The working group continued its work until the "Final Report" was
published by Hans Peter Dittler and George Sadowsky on 29 April 2022.
Since it is very important and does not appear to be widely available on
any publicly available part of the ISOC Web site, this is attached to
the present email and shows the wide range of topics that were
addressed, only one of which appears to have been followed-up by the
Board (Diversity). The report lists the whole list collated by Richard Hill.
As a follow-up, it seems that the next steps side-tracked most of the
recommendations and issues and focused on only a single issue, that of
the "Diversity in the NomCom / Board Diversity".
I'll spare you the lot of archived messages in the Governance Reform
mailing list
<https://elists.isoc.org/mailman/private/governance-reform/>(only
accessible to subscribers of the mailing list and requiring the reader
to use a password).
The Board Governance Reform Working Group was formally closed on 16 June
2022 by Ted Hardie, ISOC BoT Chair. For the sake of people not having
access to the [Governance-Reform] mailing list, I'll copy the whole
message here:
--- cut here ---
[Governance-Reform] Board actions arising from the consultations
*Ted Hardie* ted.ietf at gmail.com
<mailto:governance-reform%40elists.isoc.org?Subject=Re%3A%20%5BGovernance-Reform%5D%20Board%20actions%20arising%20from%20the%20consultations&In-Reply-To=%3CCA%2B9kkMCX09oesykKp0FSin3GfE4DWn%2Bb%2B6fv_LzWJH%2BC6DLT%3Dg%40mail.gmail.com%3E>
/Thu Jun 16 03:15:54 PDT 2022/
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<https://elists.isoc.org/mailman/private/governance-reform/2022-June/000805.html>
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------------------------------------------------------------------------
Dear Colleagues,
The Board of Trustees would like to thank the participants in the
governance reform working group for their time and effort. The board has
discussed both the final report and the results of the recent public
forums. As a result of those, the board will take the following actions:
Through the Board Governance committee, we will establish strong guidance
that the ISOC NomCom’s non-Trustee members be drawn from a diverse pool.
We believe that increased diversity in that body results in a more diverse
pool of candidates in the final election, and we wish to reinforce that
mechanism.
We will share the results of the consultation directly with the IAB, and we
will highlight to the IAB the importance of board diversity to the mission
of the society as whole. The IAB has considerable freedom in the
appointment of Trustees since it is not limited to selecting from within
the IETF community, and we will strive to ensure that they see the
diversity of those candidates in the light of this consultation.
The board will formally define methods for using its power under Article 2,
section D of the bylaws to at least retain the diversity of the board.
While these methods have not been formalized, our intent is that if the
board's diversity along an axis declines after the year's new Trustees are
known, the board will send a call for candidates to the community,
requesting candidates and referring to the relevant axis. The board will
appoint no more than one member in any year, and it will abide by all other
limits to this power. The intent of this approach is to ratchet up the
diversity of the board over time, so that increases in its diversity are
preserved.
Finally, the board will close the governance working group. In addition to
the feedback received from the chapter and OMAC leadership, the board will
continue to use Open Forums as a substantive channel for feedback from the
broader community, either as standalone events or connected to events like
Community Week.
Once again, we thank you for the time and effort in the discussion.
Ted Hardie
For the Board of Trustees
--- cut here ---
In essence, this conveys three points:
1. The Governance Reform Working Group is closed.
2. The Board will implement measures to increase diversity on the Board.
In follow-up messages, Veni Markovski conveys my own evaluation of the
"mesures" as being very weak indeed - but I do recognise and applaud
that the Board now appoints two representatives that bring more diversity.
3. The Board will continue to use Open Forums as a substantive channel
for feedback from the broader community - thus the Chapter Delegates and
Chapter Advisory Council mailing lists are suitable channels for a
follow-up to the Governance Reform Working Group discussion
My question is: where is the follow-up to the other topics? Has a whole
two-year process spanning 2020-2022 with hundreds of emails resulted in
the Board adding two Board members and nothing else? There were four
open fora in May 2022, two on Board Diversity and two on Structures of
Consultation. There is no account of any of the results of these
consultations.
In fact, transparency at the Internet Society leaves much to be desired.
Besides the Board of Trustee meetings
<https://www.internetsociety.org/board-of-trustees/minutes/> which have
their "public session" recorded, but no access given to non-Board
members of any of the documents on which the Board makes its decisions -
rendering the whole exercise of listening to Board meetings a futile
exercise because it is impossible to know what they are speaking about,
there is a profusion of "closed meetings" which many years ago were
renamed to the more palatable "executive sessions".
There are nine Board Committees
<https://www.internetsociety.org/board-of-trustees/committees/>, none of
which having open or recorded meetings, and only three of which having
Committee meeting minutes, even though the minutes of the "Executive
Committee" stopped being published after March 2017. What are these
Committees doing? There is no way to find out because in the "open" ISOC
Board of Trustees meetings, the reports of these Committees is "adopted
as presented to the Board" and there is no access to any of these
reports. Board members appear to be unable to say what is happening in
these meetings without being threatened under Section 6 of the Board
Officer Code of Ethics
<https://www.internetsociety.org/about-internet-society/governance-policies/board-officer-code-ethics/>,
last updated on 6 February 2020, in the middle of the "PIR Sale event".
The organisation today is unrecognisable compared to its pre-2014
version. This stark difference highlights the critical need to address
the second set of topics from the Governance Reform Working Group. Two
years after the group’s closure, unresolved issues remain, and it’s
impossible for anyone outside the Board to understand the organisation’s
direction.
It’s July 2024, and four years of inaction have already caused
significant consequences. Immediate and decisive action is imperative.
Kindest regards,
Olivier
(own views)
On 18/07/2024 03:47, Cheryl Langdon-Orr via Chapter-delegates wrote:
> Dear Lauren,
>
> Please find attached, for immediate transmission to the ISOC Board of
> Trustees, details and the Chapters Advisory Council (ChAC) 'Formal
> Advice' to the ISOC Board of Trustees regarding (1) Access to the
> Chapter Delegates Mailing list and (2) Reinstatement of Funding for
> ISOC.LIVE dated this day, 18th July 2024. We regret the slight delay
> in sending this 'Advice' since the closing of our polling. This was,
> however, due to our response to an appeal for a 'Recommendation' on
> these matters to be considered 'Advice' from the original proponent
> ISOC Puerto Rico Chapter; the ChAC-Steering Committee undertook a
> detailed analysis of our Charter and Rules of Procedure, for which we
> wish to remark on and appreciate the detailed work of our ChAC
> Secretary Greg Shatan, We would also like to draw the Boards
> specific attention to our observations regarding desirable changes to
> our Rules to avoid similar issues in the future and to note the
> ChAC-SCs intention to focus on this as one of our objectives in the
> coming few months.
>
>
> We look forward to receiving the Board's response to this 'Advice' and
> holding further discourse, if so desired in the hope that it will lead
> to a satisfactory solution to these matters.
>
>
> Kindest regards,
>
> Cheryl Langdon-Orr, ChAC-SC Chair, 2024.
> On behalf of the Chapter Advisory Council.
>
> <https://about.me/cheryl.LangdonOrr?promo=email_sig&utm_source=product&utm_medium=email_sig&utm_campaign=gmail_api&utm_content=thumb>
>
> Cheryl Langdon-Orr
> about.me/cheryl.LangdonOrr
> <https://about.me/cheryl.LangdonOrr?promo=email_sig&utm_source=product&utm_medium=email_sig&utm_campaign=gmail_api&utm_content=thumb>
>
>
>
> _______________________________________________
> As an Internet Society Chapter Officer you are automatically subscribed
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> -
> View the Internet Society Code of Conduct:https://www.internetsociety.org/become-a-member/code-of-conduct/
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