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

[Flávio Rech Wagner]

Hi Dave

Thank you for this excellent comparison exercise using Claude.

As already mentioned here in the list a couple of times, a second 
version of the Chapter Charter Agreement is being drafted. It will be 
shared very soon and will take into account all the excellent feedback 
already sent by many chapters and most of the issues they identified in 
the previous version. It will include a clear explanation on all the 
changes so far.

Maybe it’s more efficient to wait until the new version is shared to run 
these comparison exercises.

And of course, as also mentioned earlier, there will be many 
opportunities for an open and transparent discussion on this new version.

Best,

Flávio


> 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:
>       o advice on governance changes (2.b)
>       o advice and assistance as a support item (4.e)
>       o exceptions to the naming rule (5.b)
>       o waivers (8.b)
>       o 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:
>       o hand over governance documents on request
>       o submit any proposed change with its rationale
>       o get ISOC’s prior approval before adopting any change
>       o provide updated copies after revisions
>
>
>       Activities and reporting
>
>   * *Removed activity requirements.* The draft drops:
>       o holding at least one mission-related activity a year
>       o maintaining an internet presence
>       o giving ISOC an annual schedule of upcoming events
>       o 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:
>       o engage members beyond the leadership
>       o run transparent governance
>       o seek diversified local funding
>       o maintain frequent, open communication with ISOC
>       o recruit and mentor new leaders, with youth as a “core strategy”
>       o 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:
>       o capacity building in nonprofit governance, financial
>         management, and communications
>       o access to grants, conditioned on the chapter’s Good Standing
>       o 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:
>       o help with leadership development, program development, and
>         membership recruitment and retention
>       o policy and position papers
>       o collateral materials and templates
>       o access to the membership portal
>       o staff advice and assistance
>       o 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:
>       o use the money only for ISOC-approved purposes
>       o 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>
>
>       o *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.
>
-- 
Prof. Flávio Rech Wagner
Instituto de Informática - Universidade Federal do Rio Grande do Sul
Presidente da ISOC Brasil
ISOC Chapters Advisory Council - Steering Committee Chair
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