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

[Winthrop Yu 楊宗超]

+1 Carlos and Dave.

WYn

On 10/14/2026 8:44 PM, Carlos Vera via Chapter-delegates wrote:
>
> Dear Chapter Colleagues,
>
> As we review the candidates for the 2027 ChAC Steering Committee elections, I 
> would encourage all Chapters to look beyond their campaign statements and 
> consider their participation in the discussions that matter most to our community.
>
> The ongoing Chapter DNA and proposed Chapter Charter Agreement processes 
> provide a particularly relevant opportunity to do so. These discussions have 
> raised fundamental questions about Chapter autonomy, governance, diversity, 
> local realities, and the relationship between Chapters and ISOC.
>
> I believe it would be valuable to hear directly from the candidates about 
> their views on these processes, their participation so far, and any positions 
> they have publicly expressed.
>
> What have they contributed to these discussions? What is their position on the 
> issues raised? How do they envision ensuring meaningful, transparent, and 
> genuinely bottom-up participation by Chapters?
>
> Not everyone has had the same opportunities to participate, and the absence of 
> a public statement should not automatically be interpreted as a lack of 
> commitment. However, candidates now have an opportunity to explain their 
> positions clearly and demonstrate how they intend to represent the Chapters.
>
> Leadership and representation should be discussed not only during elections, 
> but throughout the year, especially when decisions affecting our Chapters are 
> being considered.
>
> I invite candidates to share their perspectives and Chapters to engage with 
> them in an open and constructive dialogue.
>
> The election is an opportunity to discuss not only who will represent us, but 
> how we expect to be represented.
>
> Best regards,
>
> Carlos Vera Quintana
> Internet Society Ecuador Chapter
>
>
>
>> El oct 13, 2026, a la(s) 13:49, Flávio Rech Wagner <flavio at inf.ufrgs.br> 
>> escribió:
>>
>> 
>>
>> 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.
>>>
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