============================================================================== ISOC Document 94-306 Title: Report of the By-Laws Committee Author(s): Geoff Huston Date: 1994.12.09 Body: Board of Trustees Document: 94-306 Revision: basic Supersedes: - Status: Draft Maintainer: Geoff Huston Access: unrestricted ---------------------------------------------------------------------------- The committee has considered two sets of proposed changes to the ISOC By Laws. A. Initial Period of Operations The first set refers to the removal of the explicit references to the three year Initial Period of Operations. This set of changes has seen no objections from the committee in any way, and the enactment of these changes as of June 1995 (the date specified in the By Laws) is therefore recommended by the committee. B. Charter Members The second set refers to the removal of the references to ISOC Charter Members within the ISOC By Laws. This set of changes has been examined in some detail, without clear and unambiguous consensus on a recommendation to the Trustees. The issue examined by the committee can best be summarized by noting that it is not the removal of the Charter Member provisions per se which has been the focus of the Committee's considerations, but the focus has been on what instruments would replace the present Charter Member provisions, and how such instruments would align to the Society's future needs for governance. In the absense of any additional changes to the By Laws the removal of the provisions relating to Charter Members would see all Trustees being elected via the process of membership election, unless the Board chose to invoke the provisions of Article III, Section 2, and make specific appointments. No committee member has supported Board appointment of Trustees as the longer term mechanism of achieving balance of membership on the Board. Support has been voiced for the proposal that all Trustee positions should be elected by individual membership - the default outcome of the removal of the provisions relating to Charter Members. Support has also been voiced for the proposal that the Board include representation from Organisational members of the Society, possibly through Advisory Council elected members. The committee has noted the further view that any further modifications be made with an advisory vote by the membership. In terms of a "rough consensus" it can be noted that there is general agreement within the committee for the removal of the provisions relating to Charter Members. However it is also noted that there is no clear (or even rough) consensus within the committee whether the removal of such provisions is in itself sufficient, or whether additional changes relating to the provision of positions elected by the Organisational Members is also an appropriate component of such amendments to the By Laws. Nor is there clear consensus that this should be effected through an action of the Trustees, or with the explicit mandate of the membership. Appendix: Summary of Issues The following are excerpts (or paraphrased in some cases) committee postings which I trust represents the spectrum of views as voiced within the committee. - The original premise in forming the Society that it could function effectively on a worldwide basis with support from individual member dues does not appear to be working based on our first 2-1/5 yrs experience - The organizations in the Internet community, both for-profit and non-profit, have shown substantial interest in supporting the Society, and currently - and prospectively - appear to be the only viable source of necessary financial support for ISOC programs. - A recommendation from the ISOC Advisory Council Officers' meeting: Request the Board of Trustees (BOT) to modify the bylaws to seat the four officers of AC as voting members of the BOT. - The view that the structure of ISOC is based on a international society of individuals, and that organisational support is a voluntary altruistic (another posting described it as philanphropic) contribution to ISOC as an International Society. - The view that organisational membership and representation within its governance as a supportive action is a necessary component of an International Organisation representing a broad sector of individual and corporate activity. - The most substantive and important discussion we must have is to define the role of ISOC and the functions it should perform. All else will almost surely derive from that.