Bylaws Frequently Asked Questions

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Why are we changing the bylaws? 

This is the second installment of a promised set of bylaws updates. The first phase focused on bringing the bylaws in line with the laws and regulations required in the jurisdiction where the Internet Society registered as a corporation. 

The second phase, which we knew would take more time, focuses on the definitions of membership In particular, the old bylaws have no mention of Chapters and define Organizational and individual members in ways that are not in keeping with the way the Society has come to work, and work effectively. 

It is our goal for this update to align the bylaws so as to properly recognize Chapters and the Organization Members’ evolved relationship with the Society. 

These bylaws are shorter. Why is that?

An organization’s bylaws are both an aspirational document and a legal document. It is very important to remember that as a legal document, literally every word is important. There can be serious unintended consequences from having material in the bylaws that are not relevant to the operation of the Society. Thus we have worked to streamline the document as much as possible. This has a practical benefit as minimal bylaws gives the Society the most flexibility to evolve as the environment and the Society changes over time. 

This is why best practices for bylaws are to have the minimum text necessary to meet the legal requirements of where the Society is incorporated.

Why do we mention Chapters in the proposed bylaws? The old bylaws did not mention Chapters at all. 

Chapters are a pivotal part of the Internet Society. As such, the proposed bylaws formally recognize Chapters Chapters do a lot of work in their local regions or affinity groups, promote the goals of the Internet Society, and gather much interest in the Internet Society. In addition, Chapters have for years elected Trustees. Given all of this, the proposed bylaws enshrine the existence of Chapters and their important role in selecting Trustees. 

The number of Trustees elected or appointed by Chapters, Organizations, and the IAB has changed. Why? 

The current bylaws and election procedures has Chapters electing 3 trustees, Organizations electing 6 trustees, and the IETF appointing 3 trustees.  

The principal guide for this allocation is the realization that each community selects Trustees. However, once selected, an individual Trustee represents all communities. This is explicit in RFC3677, which states, “The candidate is not a representative or a delegate of the IETF and is not chartered to represent the IETF or the IETF Standards Process within the ISOC Board or the broader ISOC community” 

It was hard to come up with any allocation other than equal. One gets different answers if one tries to allocate the selection process by number of individuals or members in the class, geographic reach, revenue to ISOC, or even the relative importance to the community to the Society’s legitimacy. The answer to the latter depends heavily on who is asking. Thus, the proposed bylaws has an equal number of trustees selected by Chapters, Organizations, and the IETF. Every year, one of those bodies will elect or appoint two Trustees while the other two bodies will elect or appoint one Trustee. By putting Organizations at the end of the election cycle, the Board will smoothly transition to this new model in two years. 

Why was the number of board-appointed Trustees reduced? 

It is important to understand why the board may need to appoint Trustees. There have been and may again be situations where it would be of great benefit to the Society to appoint a Trustee. Under the old bylaws, the board could appoint almost half of the sitting trustees. We recognize the important of the Board to be able to appoint a Trustee in the proposed bylaws. However, the proposed bylaws limits the maximum number of Trustees appointed by the Board to three. This is less than any one community will be able to select. This ensures that a future Board cannot appropriate a controlling majority through appointments. 

What happened to Founding and Pioneer Members? 

Founding and Pioneer Members are important contributors to the Internet Society. We expect to continue to honor those who have chosen to support the ideals of the Society, particularly with their long-term financial and moral support. However, there was no expectation that there would be any special rights or privileges conferred by being a Founding or Pioneer Member. Thus they have been removed from the proposed bylaws. 

What happened to the Advisory Council? 

The Advisory Council has historically been the meeting place for Organizational Members. The thing called the “Advisory Council” in the bylaws includes only Founding Members and high-dues paying Organizational Members. The Chair of the Board of Trustees creates the “Advisory Council,” at will. The “Advisory Council” has no role, privileges, or obligations in the old bylaws. Unlike the body we today call the Advisory Council, the “Advisory Council” in the bylaws is an honorific, yet powerless, body. In addition, some Organizational Members questioned whether they or the Board had governance control over the Advisory Council. By removing the Advisory Council from the bylaws, Organizational Members have the clear and unambiguous right to self-determination in how they govern themselves. Finally, if there is a need to convene a body like what was envisioned in the old bylaws, the current revision of the bylaws (phase one) enables the Board, not just the Chair, to form a committee. 

Many changes seem to be driven by requirements imposed by the laws and regulations of the District of Columbia, USA. Why not simply move the legal headquarters of the Internet Society to a more favorable location? 

We gave serious thought to this option when we began phase 1 of the bylaws review. There are a number of restrictions that are not necessarily compatible with the Internet Society’s mission. For example, it is illegal to have any binding resolution of the Board done over the Internet. Binding resolutions require either a face-to-face meeting or a real-time telephone meeting. 

We did look at other locations to host the legal headquarters, and it became apparent that every location has its own peculiarities. After much discussion, the considerable legal costs compared with the benefits of moving out of the District of Columbia, or United States, did not make sense for the Society at this time. 

Many of the other changes, such as the status of Members, would be an issue in any location.  

 

Why is there different language for the rights, obligations, and priviledges between the Organization, Chapter, and individual members? 


According to Article II, Org Members, Chapters, and the technical community select Trustees. According to Articles III, IV, and V, further rights can be assigned by resolution of the Board of Trustees to Org Members, Chapters, and Individual Members. The language used in Articles III, IV, and V is slightly different to satisfy certain D.C. statutory requirements. The By-Laws Committee will review the language for better uniformity and clarity.

 

I have basic questions about membership or the relationship of members to the Society. What are the options for me to discuss these topics? 

As stated above, best practices for bylaws are to have the minimum set of operating rules required by law. We will focus on getting that done. However, there are a number of topics that the bylaws effort has raised to the forefront. For example, there are a lot of questions about resource allocation, Chapter governance, individual membership programs, and so on. To foster both the ongoing dialog on these important topics, while also ensuring the bylaws process will complete in a timely manner, we have setup the member-topics@internetsociety.org mail list. This list is where one can discuss these important membership topics. 

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 bylaws.txt
Raw transcript of Global INET discussion on by-laws in Geneva. See also <http://youtu.be/OJ5DUGteTYA> for video feed.
33 kB02:13, 15 May 2012Eburger@standardstrack.comActions
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