Letter 20120406

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                                                                                                                         6 April 2012 

Dear Colleagues, 

The Board of Trustees of the Internet Society has undertaken to update the Society’s by-laws.  This is necessary to bring our by-laws in line with changes to the statutes under which the Internet Society was incorporated. These statutes specifically apply to not-for-profit cause driven organizations like the Internet Society. We have also taken the opportunity to ensure that the provisions of the by-laws keep pace with the Society’s operational environment, now and into the future. 

To accomplish its task, the Board formed a By-Laws Committee comprised of members of the Board, the Board Secretary, and ISOC staff. The Committee embraced this opportunity to produce much needed clarity and organizational flexibility in two phases. Phase one, completed in 2011, dealt with a variety of organizational and legal issues. Phase two, the current phase, addresses the Society's members and chapters. The Board wishes to share its phase two proposals with all of you so that you can understand precisely what the suggested changes are, have the opportunity to consider their implications in the context of the Society’s legal framework, and provide feedback to the Board about the proposals.  The best practice for by-laws is to keep the language to the minimum necessary to meet legal requirements and provide clarity.  This will ensure that the Society will have the flexibility to adapt to its evolving needs. 

In your review of the Board’s proposal, it will be important to understand their legal context. According to the law of incorporation under which the Internet Society operates, the Society is a mission, or cause, driven organization. The Society has chosen to have members and chapters that share the Society’s mission. The Society values their contributions highly, and therefore proposes to formally recognize members and, for the first time, chapters in the by-laws. Likewise, we also wish to ensure that the Advisory Council of Organization Members continues to have the inclusiveness and flexibility that characterize its growing value for both Organization members and the Board and Society. Therefore, we removed the confusing reference to “Advisory Council” in the by-laws. That “Advisory Council” in the bylaws is not active. The bylaws give it no role. Furthermore, it is not the existing, operative Advisory Council. 

The by-laws now designate the number of Trustees each community selects. Note that we recommend aligning the number of Trustees selected by each of these communities to four Trustees each. The Frequently Asked Questions goes into further detail on this point. 

Three new and revised articles, Articles III, IV, and V, define the roles of these communities. Most notably, the articles for all three communities briefly describe their relationship with Society. 

The format of the Article concerning Chapters, Article IV, is similar to proposed Articles covering Organizational Members and individual members. Do note that Chapters are not members but rather groupings of members.  In the case of the Chapters, the Committee proposes the following: 


“Internet Society Chapters are groups organized by ISOC individual members who share an interest and belief in the Society’s principles and mission, acting according to the Society’s standards of performance.  Chapters are formed for the expressed purpose of aggregating individual member interests, expertise and creativity in order to pursue the ISOC mission. Chapters form a community that takes on a variety of programmes and activities. These programmes and activities may include one or more of the following: educational events, community programmes, public policy programmes, networking events and others consistent with the mission and principles of the Society.” 

We invite you to let us know if you have suggestions for improvement, have concerns or questions, or if you simply support the proposed revisions. 

To facilitate the discussion, we have set up a separate list for each community - individual members, Organization Members and Chapters - to discuss the by-laws. This will keep the Chapter Delegate’s list clear for Chapter administrative business and the Advisory Committee list clear for AC administrative business. These lists are indiv-bylaws@isoc.org, org-bylaws@isoc.org, and chapter-bylaws@isoc.org, respectively. These lists are moderated to keep the discussion on topic and ensure proper community membership on the list. List moderators have committed to releasing messages in a timely manner during work-days and will do their best efforts to release messages on non-work days. 

The bylaws discussion has generated a lot of issues not directly related to the bylaws, yet do relate to membership. Therefore, there is a fourth list for Other Membership Topics, where you can discuss membership issues that do not relate directly to the by-laws but that can be considered in future Board or Society actions. This list is located at other-topics@isoc.org. In addition, there is a wiki with all of the relevant materials at https://wiki.tools.isoc.org/By-Laws_Review_2011. 

The By-Laws Committee will review all comments as we have discussions of bylaw amendments at upcoming Board of Trustees meetings.  

The Board of Trustees wishes to thank all of you for your dedication, your continuous efforts on behalf of Internet access for all, and your spirit of cooperation as we continue to extend the benefits of the Internet across and around the globe. 


With sincere regards,
Eric Burger, Chair
By-Laws Committee of the Board of Trustees

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