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Governance Reform Working Group Charter

Chair: Olga Cavalli
Vice-Chair: Mike Godwin
The Internet Society Governance Reform Working Group is a working group established by Resolution 2020-15 of the Internet Society Board of Trustees. The WG was established in response to certain advice from the Chapters Advisory Council (ChAC), but the establishing resolutions do not confine themselves only to the approaches recommended in the ChAC advice.

Scope & Task

The Board hopes the Working Group will foster a broad, open community discussion on the general topic of governance changes. This is the draft charter for the Working Group (WG). In order to ensure a broad community consensus on the goals this charter reflects, this charter will be reviewed by the ChAC, the OMAC, and the IETF prior to its consideration by the Board as a potential ongoing work plan for the WG.

This charter outlines basic principles that will inform the WG’s mission, including constraints that necessarily will limit the discussion and proposals to suggestions and solutions that fit within the legal and organizational requirements of a non-profit organization incorporated within the United States.

The Working Group’s action items shall include, but will not necessarily be limited to the following:
  1. This Working Group will review the mechanisms currently available to the Internet Society board for soliciting input, receiving feedback, or processing complaints from chapters, SIGs, organizational members, individual members, or the IETF. It may suggest changes to the mechanisms or to the situations in which they should be used.
  2. This Working Group will review the methods used to solicit candidates to serve on the Internet Society Board of Trustees. It may suggest changes to those methods to improve the diversity of experience in the candidate pool. It will not propose any reduction in specific communities’ ability to choose candidates for the board.
  3. This Working Group will consider whether new cross-community communication capabilities would help advance the Internet Society’s mission. It may propose those for which the implementation of these capabilities should there be a consensus that there are substantial advantages in so doing.
  4. This Working Group will explore governance models used by peer organizations and identify elements, if any, from them which would improve the Internet Society’s governance.
  5. This Working Group will consider what is the proper relationship between (a) the Internet Society and (b) the ChAC, IAB, OMAC and any working groups.
Consistent with the Internet Society’s origin and mission statement and its incorporation documents, the proposals considered by this Working Group will not include proposals to reduce stakeholder communities’ ability to choose candidates to serve on the Board of Trustees, or proposals that would require relocation or dissolution of the Internet Society as it is currently incorporated in the United States. In addition, this Working Group will not consider proposals that would breach or negate current legal relationships and agreements between the Internet Society and ICANN or between the Internet Society and the Public Interest Registry.

The WG deliverables shall include at least one document comprising recommendations (Resolution 2020-15 calls this the Report With Recommendations, or RWR) to the Trustees for any changes to the governance of the Internet Society. The WG anticipates that an RWR may also include the recommendation that no changes should be undertaken, if that should be the conclusion of the WG.

Participation

The Chair of the WG is appointed by the Board of Trustees and may be replaced at their discretion. The Board of Trustees also may choose at its discretion to appoint a Vice-Chair, or two or more Co-Chairs for the WG rather than a single Chair.

Mailing list for the WG:
Any member of any Internet Society chapter, organizational member, SIG, as well as individual members and IETF participants are welcome to contribute to the list. The WG Chair (or Chairs) serve as moderators of the list to ensure that its members follow the Internet Society Code of Conduct and to ensure that its focus remains on topic.

To subscribe to the Governance-Reform list and contribute to the discussion, please provide your name, email address and a password here: https://elists.isoc.org/mailman/listinfo/governance-reform

Decision Making

Decisions are taken by consensus of WG members. How consensus is achieved will be defined by the WG Chair (or Chairs) and according to procedures the WG may adopt itself.

WG recommendations affecting the governance of the Internet Society will need to be confirmed by the Chapters, the OMAC, and the IETF following their respective decision-making and consensus-building procedures. The WG charter will also need to be confirmed by those groups.

As noted in Resolution 2020-15, the RWR is subject to legal and compliance review prior to its consideration by the Board. After that review, to be performed by the Internet Society counsel, the Board will take a final consensus call to the Internet Society prior to deciding about the implementation of any reforms.

Staff Support for WG

In response to concerns expressed by the Chapters Advisory Committee, this Working Group’s work product will be crafted directly by the Working Group members. Staff support for the WG generally will be constrained to (a) research of Internet Society history, (b) research into governance models used elsewhere (c) technical and scheduling support, and (d) legal questions and legal research as required.