[Chapter-delegates] Questions to Internet Society Board of Trustees from the UK England Chapter of the Internet Society

[Olivier MJ Crépin-Leblond]

Att: Ted Hardie - Internet Society Board Chair
CC: Chapter Delegates Mailing List

Dear Ted,

Andrew Sullivan had a meeting with members of the ISOC UK England 
Chapter leadership on Tuesday 20 February 2024.
Prior to that meeting, we sent Andrew a list of questions/topics to be 
addressed. Whilst we had a very friendly and productive meeting indeed, 
Andrew felt that some of the questions we asked were better aimed at the 
ISOC Board of Trustees directly.

Please be so kind to find these questions below, along with additional 
questions that we have in relation to issues that would most likely fall 
into the category of matters that should be addressed by the Board.

We submit these questions to you in writing but would also be able to 
arrange for a call of our Leadership Team with you and any of your 
colleagues if you consider this to be appropriate.

In order to put some structure in our discussions, there are four main 
section topics:

1. CEO renewal
2. Internet Society Foundation
3. ISOC's future
4. Operational Issues
5. Future Role of Chapters

Topic 1: CEO renewal

Given the need to expand the global reputation and footprint of the 
Internet Society, the search for the next CEO should respect the 
processes set in the past as well as well current accepted good practice 
adopted by other significant top tier Internet organisations.

This process needs to comply by ISOC Bylaws.
It should be tasked by the BoT to improve awareness and engagement of 
the global communities in the Internet Society and its operations and 
ensure to the community that basic principles of good governance 
including transparency are evident.

We therefore have the following questions relating to the topic of CEO 
renewal:

1.1 Has the Board already considered whether it would renew Andrew 
Sullivan's contract, given that it is due to expire in August 2024 (5 
months away)

1.2 If it is decided, by any of the parties that the contract will not 
be renewed, when will the process for the CEO search be started?

1.3 Is there an already existing process in place for the search of the 
next CEO?
1.3.1 if yes, then is it based on the last search for ISOC CEO which 
used a global selection process open to qualification by non-US residents?
1.3.2 if no, then will the community be asked for:
   a. best practices relating to the actual search for a CEO?
   b. the list of qualities required in the next CEO?
(as is already common process in other I* organisations?)

1.4 In the current climate of Government regulation worldwide would you 
agree that people with known close ties to governments should be 
excluded from being candidates as they are unlikely to inspire 
confidence in ISOC's independence in representative roles other than 
purely secretariat? Ditto for other individuals who might come from 
organisations that might be perceived as having a strong conflict of 
interest?

1.5 Currently the Board Succession Planning Committee is made of:
Ramanou Biaou - Chapters
Luis Martinez - Chapters
Brian Haberman - IETF
Ted Hardie - Organisation
Barry Leiba - Organisation
Robert Pepper - Organisation
Andrew Sullivan - Ex-Officio

This, if it is indeed the next CEO Search Committee, appears unbalanced 
between Chapters, IETF and Organisation members? Wouldn't good practise 
mean balancing this out by having two members from each IETF, Chapters 
and Organisation?

1.6 Will the whole Board interview candidates or will it just be the 
Board Succession Planning Committee? Are there operating rules in 
relation to this?

1.7 Will the whole Board be voting on the final candidate(s), given that 
this has been a vital task of the Board in past CEO selections?


Topic 2: Internet Society Foundation

Our understanding of ISOC's intentions during the formation of the 
Foundation was to establish a separate Board and governance for the 
Foundation. It was proposed that the current arrangement of ISOC 
trustees also all being Foundation Trustees, as only viable as a stop 
gap. The evolution of the governance of the Foundation appears to have 
stalled since the attempted sale of PIR.

Given that the current arrangement causes a serious conflict of interest 
between the organisations:

2.1 What are the current steps being made to move this along? When will 
a new Board be selected for the Foundation?

2.2 What processes to involve the broader community are being undertaken?

[ For your information, Andrew Sullivan did not feel there was a 
conflict of interest in having the same Board members for both the 
Foundation and the Internet Society itself. He also was not around when 
the Internet Society Foundation was created thus was not aware of the 
"interim Board" arrangement - thus it would be good to shed some light 
on this matter. ]


Topic 3: ISOC's future

It is notable that in relation to other Internet organisations referred 
to as I* including IETF, ICANN, IAB, Regional Internet Registries. ISOC 
alone today has no operational powers or responsibilities for Internet 
resources, networks, or governance communities including Chapters. This 
has frequently led to comments by operators in those communities to ask 
"What is the point of ISOC"?

3.1 What is the Point of ISOC today and into the next five years in the 
Board's view?
3.1.1 Is there a 5 year strategic plan in place?

[ Andrew told us that there was indeed a new 5 year plan in the works. 
However, our observation is that it looks like it has not been shared 
yet and whilst the previous plan had included involvement of communities 
with dedicated staff members in charge, these staff members coordinating 
these consultations have since been laid off, thus what is the current 
status?
How is this plan being developed?
What is the time scale for this development?
What is the position with regards to input into the decision making 
process from Chapters? ]

[ 3.2 answered by Andrew ]

3.3 ISOC Financials
https://www.internetsociety.org/about-internet-society/organization-reports/#financial-reports
2022 Financial Statements show the Internet Society making a loss for 
that year.

[ Andrew mentioned that this was due to financial markets but profit 
would return in 2023. ]

3.3.1 Is there oversight and reporting that is specific to keeping track 
of the proportion of .org revenues being spent on internal 
administration and staff compared to funding community works?
The annual financial statements do not show this.
3.3.2 With other I* organisations providing detailed information about 
the management of their projects as well as per department 
cross-referencing, is ISOC prepared to rise up to the levels of 
transparency that are now expected in public benefit entities and to 
produce an annual financial report that provides more information than 
its minimal published financial statement?
3.3.3 Is ISOC ready to publish its financials on multi-year projects 
including its forecasts going forward? Scrutiny of Form 990 appears to 
show random continuity year on year and there is no way to find out what 
is happening?

3.4 MANRS
ISOC made a total divestment of its MANRS project to a US 
not-for-profit, The Global Cyber Alliance (GCA) - and Andrew's response 
was that this was needed because "ISOC is a good incubator but terrible 
at running long term projects".

3.4.1 Why was this divestiture effected given that this was a successful 
project which comforted the ISOC brand as being pertinent?

3.4.2 Was a risk assessment done prior to moving MANRS elsewhere to an 
organisation so close to law enforcement as to ensuring that the 
Internet Society goals and principles in this important area remain at 
the top of the routing security agenda?

3.4.3 By what criteria was the GCA chosen as an suitable organisation to 
run the MANRS project? Were there conditions imposed on Goals?

3.4.4 Are there Performance Agreements (SLAs) in place for the ongoing 
conditional funding of the GCA?
3.4.4.1 If yes, are there clauses to cancel the GCA Secretarial and 
Operational duties, should it fail in its SLAs?

Topic 4: Operational Issues

4.1 New Chapter Membership Administration System

Many Chapters have complained about the inadequacy of the new Membership 
System.
Andrew's answer has been "ask AMSHelp at isoc.org" - but then Chapters are 
also told that simple features such as setting the subject of a mailing 
sent to members, is currently not possible and nobody knows when that 
will be fixed. Clearly there is a problem. Can you provide the Board's 
Commitment that these problems will be fixed and give a time estimate as 
to by when this will be the case?

4.2 Termination of contract for Joly McFie - isoc.live

At the recent Chapters Advisory Council meeting, we learned that Joly 
McFie's services were no longer going to be contracted for Live 
Streaming. The powers that be at ISOC found that most people were 
watching recorded videos than the live video streaming, which in my 
opinion makes sense because live watching requires people to do it at a 
time T but many people like to watch the event later - and also when 
Live, many people had a preference to be on the original Zoom channel to 
take an active part in asking questions remotely. The Live Channels 
archive was great for ISOC's image. A great showcase of: "This is what 
we do!" - with "we" conveying the global dimension of the Internet 
Society through its memorable Chapter events.

It seems to have been decided unilaterally that in order to cut on 
costs, Joly will not longer be contracted full time to LiveStream and 
Archive events with the added excellent professional service of adding 
captions and making a recording very polished indeed and ready for 
public consumption.
We learned that Joly can still be contracted on a project basis by both 
ISOC teams and chapters. The budget would come from the party who enters 
into the contract with Joly. Chapters can include these costs in their 
event budgets when applying for a Beyond the Net 
Small<https://www.isocfoundation.org/grant-programme/beyond-the-net-small-grants/ 
<https://www.isocfoundation.org/grant-programme/beyond-the-net-small-grants/>> 
grant.

ISOC will continue to record its public marquee events and post the 
recordings thereof for on-demand viewing.

ISOC's messages are unclear: on the one hand it says that it has more 
money to support the community than the number of applications it 
receives for funding and on the other hand it cuts a major volunteer and 
chapter support programme and replaces it with yet more bureaucracy. It 
is replacing an ISOC Community Resource for everyone with an elitist 
on-demand selection process with lengthy application documents that will 
just push back on Chapter activity.

4.2.1 Was this change in process / withdrawal of service agreed with the 
Chapter Advisory Council or with Chapters in any way?
4.2.2 What will happen with the current excellent archive of livestreams 
which constitute an amazing library of Chapter events of many many years?
4.2.3 Why introduce the unreasonable bureaucratic overheads in the 
process of booking Joly McFie's services with an events budget request? 
Some Chapters have regular Webinars and adding an official request for 
an event budget is a waste of volunteer time. Plus there is a limitation 
as to how many requests a Chapter can make. Plus all the necessary 
bureaucratic reports that need to be filed afterwards.
4.2.4 Couldn't the Internet Society just have an on-demand contract with 
Joly McFie and make payment on a per event basis, without needing all 
the bureaucracy to file for "events budget"?


5. Future Role of Chapters

In terms of planning and operational basis and mindful of the balance 
between Chapters, Organisations and IETF in the Internet Society, have 
operational documents been drafted in regards to cooperation between 
Chapters and HQ? We are aware of operational requirements set on 
Chapters by contract but are there other documents relating to the 
relationship between Chapters and HQ especially when it comes to 
advocacy in countries worldwide?

--- end of questions ---


These questions are sent on behalf of the UK Chapter of the Internet 
Society Leadership Team - we look forward to your responses.
Best regards,

Olivier MJ Crépin-Leblond, PhD
Chair - Internet Society UK England Chapter
-------------- next part --------------
An HTML attachment was scrubbed...
URL: <https://elists.isoc.org/mailman/private/chapter-delegates/attachments/20240308/786ed914/attachment.htm>