[Chapter-delegates] Getting the facts right about the proposed new chapter agreement

[Dave Burstein]

Flavio and others

At the New York Board meeting tonight, we are going to discuss the proposed
new chapter agreement. So I had Claude compare the old with the new.

I'm going to suggest to our board that a wide open and transparent
discussion be initiated.  Since many chapters raised serious issues on this
list, there is clearly no consensus and no multi-stakeholder
decision-making so far.

I'm deliberately not listing particular problems until I discuss them with
the New York board in our meeting tonight.

Here is Claude's analysis of the changes. To keep the discussion on track,
please make any corrections. Some are trivial, but please review the items
that add requirements to chapters.

What the proposed Chapter Charter Agreement changes (corrected)

This compares the current agreement with the proposed draft labeled “9 June
Update: Business-Friendly Format.” Section numbers refer to the proposed
draft unless marked otherwise.
Format and framing

   - *Two-part structure.* The current agreement is one numbered list of
   terms. The draft splits into “Charter Principles” (A: Chapter Obligations,
   B: Internet Society Support, C: Rejuvenation, Termination, and
   De-Chartering) and a separate “Terms and Conditions.”
   - *Welcome-letter tone.* The current text opens “is pleased to grant… a
   non-exclusive charter.” The draft opens “is pleased to welcome” the chapter
   and adds a paragraph on “shared commitment” and the “benefits and
   expectations” of being a chapter. It still “grants the Chapter a
   non-exclusive charter,” so the change is in tone, not substance.
   - *No ISOC signature.* The current formal signature block (“IN WITNESS
   WHEREOF”) has signature lines for both parties and Bellagamba’s title. The
   draft has “Yours sincerely, Sebastian Bellagamba,” with no title, and only
   an “Accepted by Chapter” line. Yet T&C 2 says the term begins “upon
   execution by Internet Society and the Chapter.”
   - *Good standing tied to every obligation.* Section A opens “in order to
   remain in good standing, the Chapter shall…”. Every Section A obligation
   becomes a good-standing condition, which then controls funding (B.1.b) and
   termination (C.b).
   - *ISOC staff removed from the text.* The current agreement gives named
   roles to ISOC staff five times:
      - advice on governance changes (2.b)
      - advice and assistance as a support item (4.e)
      - exceptions to the naming rule (5.b)
      - waivers (8.b)
      - identifying compliance issues (8.b)
   The draft refers only to “ISOC” throughout.

Legal entity and name

   - *New entity requirement (A.1).* The chapter must be a not-for-profit
   “or similar” entity *within the Territory*, formally dedicated to ISOC’s
   mission. The current agreement states the chapter’s purpose but doesn’t
   require a particular entity type or location.
   - *Naming (A.2).* The recommended “Internet Society – [Territory]
   Chapter” format stays. The draft drops the provision letting staff grant
   exceptions “upon a showing of good cause.” It adds that ISOC will use that
   name for every chapter “regardless of the official registered name.”

Governance requirements

   - *Elections (A.3.a.ii).* The current text requires “a representative
   governing body” with “regular and periodic transparent and open elections.”
   The draft says only “transparent, open elections.”
   - *Term limits extended to all positions (A.3.a.ii).* The current limit
   on term length and number of terms now applies “across all positions.”
   - *Weaker deference to local law.* In the current text, the election and
   term-limit requirements apply “in accordance with local legislation.” The
   draft drops that qualifier. It keeps a general bar on conflicting with
   local law (A.3.a.iii).
   - *Mandated officer roles (A.3.b, new).* Chapters must have the
   equivalent of a chair, secretary, and treasurer, and no one may hold more
   than one of these roles.
   - *Succession planning (A.3.c, new).* Chapters must build durable
   operational and financial systems and plan succession to avoid dependence
   on a single person.
   - *Residency (A.3.d, new).* Elected officers and board members must be
   primary residents of the Territory during their terms.
   - *Open meetings (A.3.g, new).* Meetings may be held only in places or
   forums open and accessible to all ISOC members.
   - *Member database (A.3.f).* The obligation is simplified. It drops the
   monthly updates on pending applications and the carve-out for “legitimate
   and demonstrable privacy concerns,” keeping only compliance with
   data-protection law.
   - *ISOC approval of bylaw changes (A.4.b–d).* Currently, chapters file
   governance documents when chartered and are only *recommended* to submit
   later changes, with staff advice available on request. Under the draft,
   chapters must:
      - hand over governance documents on request
      - submit any proposed change with its rationale
      - get ISOC’s prior approval before adopting any change
      - provide updated copies after revisions

Activities and reporting

   - *Removed activity requirements.* The draft drops:
      - holding at least one mission-related activity a year
      - maintaining an internet presence
      - giving ISOC an annual schedule of upcoming events
      - the “best efforts” commitment to high-quality programs and to using
      ISOC materials
   - *New annual report for every chapter (A.4.a).* It is due annually “or
   as otherwise requested by Internet Society.” It must evaluate the chapter’s
   impact, health, and resilience, describe its activities and its compliance
   with the Charter, and include a financial report. Currently, activity
   reports and records are required only of chapters that receive ISOC funding.
   - *Health, resilience, and impact obligations (A.5.a–c, new, all
   “shall”).* Chapters must:
      - engage members beyond the leadership
      - run transparent governance
      - seek diversified local funding
      - maintain frequent, open communication with ISOC
      - recruit and mentor new leaders, with youth as a “core strategy”
      - deliver “tangible outcomes” measured by value rather than volume
   - *Reputation clause (A.5.d, new).* All activities and communications
   must be consistent with, and not harm, the reputation, goodwill, or public
   image of ISOC, the ISOC Foundation, or “the broader Internet Society
   community.”
   - *ISOC membership for chapter members.* The current 3.c requires all
   chapter members to be individual ISOC members and lets ISOC contact them.
   The draft keeps only the 25-member minimum (A.3.e). Because the draft also
   bars conflict with ISOC’s Bylaws, the effect depends on whether the Bylaws
   impose the same requirement. I haven’t checked the Bylaws.

ISOC support

   - *Shorter, conditional support list (B.1).* All of it is “subject to
   applicable law and its annual business plan.” ISOC now promises three
   things:
      - capacity building in nonprofit governance, financial management,
      and communications
      - access to grants, conditioned on the chapter’s Good Standing
      - communication channels
   - *Support items dropped.* By my count, the current agreement lists
   about 11 support items; the draft lists 3, though the draft’s are broader.
   The current list also includes:
      - help with leadership development, program development, and
      membership recruitment and retention
      - policy and position papers
      - collateral materials and templates
      - access to the membership portal
      - staff advice and assistance
      - an explicit commitment to cross-chapter collaboration
   - *Bank account (B.1.e).* It is no longer required of every chapter, as
   in current 3.a.V, only of chapters that want ISOC or Foundation funding.
   For those chapters it is stricter: the account must be “dedicated,” “within
   the Territory,” and a “regulated” financial account, where the current text
   accepts an “equivalent” one.
   - *Grant compliance (B.1.f, new).* Funded chapters must comply with
   their grant agreements, which the UK called redundant.
   - *Data Sharing Agreement (B.1.g, new).* If personal data is shared, the
   chapter must sign a separate agreement in a form ISOC provides or approves.

Rejuvenation and termination

   - *Waivers.* The current text allows a staff waiver “based on valid
   reasons.” The draft requires a “written waiver from ISOC” and drops the
   valid-reasons standard.
   - *Voting suspended (new).* During rejuvenation, the chapter’s voting
   privileges are suspended, and it loses grant funding. The current text cuts
   off “fellowships or grant funding”; the draft no longer mentions
   fellowships.
   - *Grounds for termination.* Termination can follow unresolved “Good
   Standing” issues as well as compliance issues. The appeal reference changes
   from Article IV of the bylaws to the bylaws generally.
   - *De-chartering.* The chapter must stop using ISOC “materials” as well
   as the name, logo, and tools.

Independence and public statements

   - *Opening qualifier dropped (T&C 1).* The independence clause no longer
   begins “Subject to the terms of this charter,” even as the draft adds new
   controls.
   - *New limits on public statements (T&C 1(iv)).* Chapter statements must
   not be “contrary to public ISOC positions” and must be “professionally
   prepared and/or reviewed.” The existing requirement to identify the chapter
   as the source stays.
   - *No partisan politics (T&C 1.j, new).* ISOC funds, name, logo,
   materials, or tools may not be used for “partisan political campaign
   activity or similar activities.”
   - *Legal compliance moved.* The compliance-with-law and
   intellectual-property sentence moves from the tax section into the
   independence section, substantively unchanged.

Funding and tax

   - *Tax-status wording softened (T&C 3).* The current text says ISOC is
   exempt from federal and state taxation. The draft says ISOC “may be exempt
   from certain associated state taxes.”
   - *Funding obligations split in two.* Chapters with a funding agreement
   follow its reporting terms. Chapters funded *without* an agreement get
   the current obligations plus two new ones:
      - use the money only for ISOC-approved purposes
      - return it immediately on written request if they can’t fulfil the
      purpose
   The ISOC Foundation is now covered throughout.

Trademark

   - *License (T&C 4).* It now covers “materials,” which the chapter
   acknowledges ISOC owns. The current license is already “revocable” and
   already subject to brand guidelines “from time to time.” What’s new in (iv)
   is that ISOC may *modify* the license “at any time,” acting under the
   Charter or the brand guidelines.

Liability, amendment, and disputes

   - *Broader liability shield (T&C 5).* It adds “claims, costs, expenses”
   and lists governance, operations, statements, contracts, funding, and use
   of ISOC’s name and materials. It is still one-way, with no reciprocal
   protection for chapters.
   - *Amendment (T&C 6).* The 90-day notice and “continued participation
   means acceptance” terms are unchanged. A new precedence clause says the
   Charter overrides ISOC’s online policies and guidance “unless Internet
   Society expressly states in writing” otherwise. My reading, which needs
   legal review, is that this could let ISOC change chapter requirements
   through other documents without the 90-day process. The 2018 interpretive
   footnote the UK cites doesn’t appear in the copy of the current agreement
   you provided.
   - *Dispute resolution (T&C 7).* Unchanged. The ICOM-WIPO reference that
   Switzerland flagged is in the current agreement too. WIPO and ICOM
   developed those special mediation rules for disputes involving cultural
   heritage and museums, and mediation requests under them go to the ICOM
   Secretariat at Maison de l’UNESCO in Paris. wipo
   <https://www.wipo.int/pressroom/en/articles/2011/article_0015.html>
   obs-traffic
   <https://www.obs-traffic.museum/sites/default/files/ressources/files/ICOM_WIPO_StandardFormRequestforMediation.pdf>
      - *Cost.* WIPO’s standard arbitration fees are $2,000 for
      registration and $4,000 for administration on disputes up to
$2.5M, with a
      25% reduction for SMEs of fewer than 250 employees, which would likely
      apply to chapters. The tribunal apportions costs between the parties in
      light of the outcome. wipo
      <https://www.wipo.int/amc/en/arbitration/fees/>oas
      <https://sice.oas.org/dispute/comarb/wipo/WIPAR3e.asp>
   - *Term (T&C 2).* Substantively unchanged.

Drafting problems in the draft text

   - *“Successfully” for “successively.”* A.3.a.ii says “both successfully
   and in total” where the current text says “successively.” In a binding
   term-limit clause, that changes the meaning.
   - *Undefined terms.* “Good Standing” is capitalized like a defined term
   but is never defined. “Territory” is defined only as the territory’s name.
   - *No ISOC signature block,* even though the term requires execution by
   both parties.
   - *Broken numbering.* B.1 runs a, b, c and then jumps to e, f, g, and e
   through g are chapter obligations sitting under “Internet Society Support.”
   T&C 1 is lettered h, i, j instead of a, b, c.
   - *Inconsistent names.* The draft alternates between “ISOC Foundation”
   and “Internet Society Foundation.”
   - *Possible version mismatch.* The UK’s response numbers the
   officer-roles clause as 3.c, but it’s 3.b here. Hank’s, Amrita’s, and
   Nicolas’s references all match this draft.

------------------------------
Beats

   - *The reputation clause (A.5.d),* combined with the limit on public
   statements, could restrict chapters that criticize ISOC. No one flagged it
   in the visible thread, though many messages are clipped and the private
   submissions are unseen.
   - *Support shrinks while obligations grow.* By my count, support items
   fall from about 11 to 3 while about 15 obligations are new or expanded.
   France asked for templates, and the draft drops the current promise of
   templates.
   - *The bank account moves the other way.* For chapters that need ISOC
   funding, the bank-account rule gets stricter, eight years after chapters
   say they were promised alternatives. That account of the promise comes from
   Winthrop alone.
   - *ISOC staff vanish from the text.* Decisions that staff used to make,
   like waivers and naming exceptions, now sit with “ISOC.” Ask who makes them
   under the draft.
   - *The ICOM routing.* A chapter-ISOC dispute would technically begin at
   a museums body in Paris. The error’s survival suggests the clause has never
   been used. Ask ISOC whether it has been. Chapter leaders date the current
   text to 2018, but the copy is undated.
   - *The amendment back door.* The “unless ISOC expressly states in
   writing” language in T&C 6 deserves a question to ISOC Legal.

*Verification status — Fidelity: Full. Both texts were read in full and
every item was rechecked; this version includes the six corrections and the
added omissions. It is not confirmed that the “9 June Update” is the exact
consultation text. Reliability: Tier 1 for what the documents say. The
ICOM-WIPO scope and WIPO fees are Tier 1, from WIPO and ICOM. The 2018 date
is Tier 2, from chapter leaders. The amendment-clause reading is my
interpretation. Flags: [M] for my own analysis.*

----------------------
I will recommend to the NY Chapter Board that evidence be presented showing
the additions are likely to significantly improve the identified problems.
All suggestions should be carefully evaluated about whether they are
realistic for the primarily volunteer chapters unless ISOC agrees to
substantial funding.


-- 
  Building aienergy.fyi and aipolicy.fyi. News worth a tweet @AInews_wire,
20 yrs tech reporting, 2 books, 11 conferences chaired. Occasional awards.
Always trying to get closer to the truth.
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