Request for comments: Chapter Bylaws

[Josiah Chavula]

Colleagues,

I am posting bylaws for the Chapter as drafted way back in 2009 ( thanks Blessings Msowoya and the others who worked on this). I have not seen anything on the mailing list suggesting that these bylaws were adopted and/or operationalized.  I therefore propose that we finalize this process by reviewing and adopting the bylaws. This is an important step before we can get chartered/recognised by the Internet Society.

After the review process, we will need to nominate/elect an initial committee to facilitate and ensure that we meet the requirements for chartering by the Internet Society. I therefore propose we include in the bylaws, a provision for online/electronic voting, and also recognizing online meetings as being duly constituted.

I suggest a 10 day review period from 16 Jan to 26 Jan; and that thereafter a call for adoption be made on 30 Jan. (May I also humbly ask for volunteers to help with the consolidation of reviews/comments)

Thanks and regards,
Josiah Chavula.

-------------------------------------draft--bylaws---begin-----below----this----line-------------------------

Bylaws of the Malawi Chapter of the Internet Society
====================================================

Article I. - Name
-----------------
This organization shall be called the Malawi Chapter of the Internet Society.

Article II. - Purpose
---------------------
The purpose of the Malawi Chapter of the Internet Society shall be the following:
(a) Promote leadership in the internet industry
(b) Promote and contribute toward training and education in the internet and its related areas
(c) Promote and encourage standards and best current practices in network deployment in organisations
(d) Spearhead research into issues that are pertinent to the region where the society is operating
(e) Promote awareness among the local community on the internet architecture and those that are part of it e.g. the IETF, the IEEE, ISOC, ICANN, AfriNIC etc
(f) This Chapter will serve persons who live or work in Malawi.
(g) This Chapter is chartered by the Internet Society. These bylaws neither supersede nor abrogate any of the Bylaws of the Internet Society that regulate chapter affairs.

Article III. - Membership
-------------------------
The provisions of this section conform to the membership provisions specified in the Internet
Society Bylaws Article V, Section1, which state:

(a) The chapter shall have two classes of members: Organizational Members and Individual Members
(b) All members of a chapter shall also be members of the Internet Society.
(c) Membership is not necessary, however, for participation in activities of the society or its chapters.
(d) All individuals and organizations falling within the defined scope of the chapter shall be eligible for membership without discrimination.
(e) Membership in the Chapter shall be open to all ISOC members in the locality served by the Chapter upon request and payment of any local dues, as determined by the Executive Committee.
(f) Student membership shall be open to all full-time students; student membership dues shall be determined by the Executive Council, but shall not exceed 75 percent of regular member dues.

Article IV. - Officers
----------------------
(a) The officers of this Chapter shall be: Chair, Vice Chair, Secretary, and Treasurer.
(b) The officers shall be elected at the annual Election meeting.
(c) They shall take office on first day of the next fiscal year and serve for a maximum of two terms after re-election. A term shall consist of one fiscal year which shall begin in May and
end in April.

Article V. - Duties of Officers
-------------------------------
(a) The Chair:

    (1) Is the principal officer and is responsible for leading the Chapters and managing its activities in accordance with the policies and procedures of the Internet Society and
these bylaws.
    (2) The Chair shall preside at all meetings of this Chapter and of its Executive Council.
    (3) With the advice of the Chapter's Executive Council, the Chair shall appoint all members of committees of this chapter and all Committee chairmen.

(b) The Vice Chair:

    (1) Shall preside at meetings in the absence of the Chair.

(c) The Secretary:

    (1) Shall keep the minutes of all Chapter and Executive Council meetings.
    (2) Preparation of the Annual Chapter Report for presentation to the Chapter at the Annual Election Meeting.
    (3) Preparation of the Chapter's Activity Report and submission of this report to ISOC Headquarters.
    (4) Notification to ISOC Headquarters of any changes in the elected officers of the Chapter.
    (5) Submission of any proposed amendment to the ISOC Membership Team for approval. (As noted, in Article XI of these bylaws, proposed amendments must be approved before they can be submitted to the Chapter's membership for a vote.)
   

(d) The Treasurer:

    (1) Shall collect dues, pay all bills, and maintain the Chapter's financial records.
    (2) Preparation of the Chapter's Annual Financial Report for presentation to the Chapter at the Annual Election meeting.
    (3) Completion and submission of the Annual Financial Report to ISOC Headquarters.* (This is a mandatory report - it is required by ISOC Document 94-253)

Article VI. - Executive Council
-------------------------------
The Executive council shall consist of the current officers, the Past Chair, the chairmen of all
committees, and representatives to other organizations.
The term of the members of the Council shall coincide with the terms of the officers.
They shall take office on the first day of the fiscal year and serve for one year.

Article VII. - Standing Committees
The Standing Committees of the Chapter shall be
a. Programs
b. Education
c. Membership
d. Publicity
e. Research
f. Fund raising committee

++ The Programs Committee shall plan and make arrangements for the technical programs
of the Chapter's meetings in accordance with the membership's interests and the aims
of the Chapter as set forth in Article II.
++ The Education committee shall coordinate, make plans and implement educational
training, workshops and related events to ensure advancement of knowledge.
++ The Membership committee shall promote and manage the membership of the chapter
ensuring that the chapter is growing.
++ The Publicity committee shall be responsible for all publications, advertisements,
announcements and any assignment related to providing information to the public.
++ The research committee shall be responsible for coordinating research activities and
supporting researchers in their research activities. It shall also liaise with the publicity
committee on the publication of research papers, journals and books.
++ Fund raising committee shall be responsible for devisng ways and means of
generating funds for the running of the chapter.

Article VIII. - Temporary Committees
------------------------------------
With the advice of the Chapter Executive Council, the Chair may appoint such temporary
committees as appropriate.

    (a) Nominating Committee, consisting of at least three members of this Chapter, at least two of whom shall not be members of the Executive Council, shall be appointed by the Chapter
Chair at least two months prior to the Election meeting.
    (b) An Audit Committee shall be appointed by the Chapter Chair at the close of the fiscal
year to assure the accuracy of the accounting of the Chapter's funds for the year. This
Committee should also verify the accuracy of the Financial Report prepared by the
Treasurer for submission to ISOC. It shall be dissolved after the financial reports have
passed all stages and are deemed accurate.
    (c) The Emergeny Committe shall be appointed by the previous chair at any time to assist
in solving a crisis that may arise. The activities of this committee may include
investigation in alleged misconduct, provide advice to the executive council on a
government matter that may concern the chapter, legal battles with external parties,
and similar duties. After the executive council deems that the emergency that arose
has been delt with, the committee shall be dissolved.
    (d) Policy committee shall be appointed by the chair at any time when there is need to
develop a policy on a particular issue of concern. After approval of the policy by the
executive council and a majority vote, the committee shall be dissolved.

Article IX. - Meetings
----------------------
(a) The Chapter shall hold meetings only in places that are open and accessible to all members of
the Society.
(b) Meetings shall be held as planned by the Program Committee.
(c) The Annual Business meeting shall be held at the last meeting of the program year and this
shall be in February or March. At this meeting, the Secretary and Treasurer each shall present a report. Also, the election of officers shall be held.
(d) Notices of the place and time of all meetings shall be distributed to all members at least one
week prior to any meeting, by Internet mail or by oral, telegraphic, or other written notice,
duly served on or mailed.
(e) The chapter shall hold two meetings each year and may hold other meetings apart from these
as deemed fit by the executive council to resolve any issue arising.

Article X. - Disbursements and Dues
-----------------------------------
(a) Disbursements from the Treasury for Chapter expenditures shall be made by the Treasurer
with authorization of the Executive Council and shall be included in the minutes of its
meetings.
(b) Dues shall be fixed annually by the Executive Council.

Article XI. - Amendment and Voting Procedures
---------------------------------------------
(a) All proposed changes to these Chapter Bylaws shall have been approved by the ISOC
Membership Team before being presented to the Chapter membership for a vote.
(b) No official business of the Chapter shall be conducted unless a quorum of the Chapter is
present.
(c) A quorum of the Chapter shall be defined as 40% percent of the voting membership of the
Chapter or at least 10 members, whichever is greater.
(d) A simple majority of the members present and voting shall be required to carry a motion.
(e) To vote on the Bylaws, the Chapter should have a quorum of 50% of the members present
and the action will be passed by a plurality of affirmative votes (majority of those voting yea
or nay.)
(f) Officers will be elected by a plurality of votes cast. If the election is conducted by mail ballot, sufficient ballots must be returned to have constituted a quorum.

Article XII. - Dissolution of the Chapter
-----------------------------------------
(a) Dissolution of this Chapter by consent of the members shall consist of unanimous agreement
of all its officers together with a majority vote at a meeting which has been publicized in
advance to all members of the Chapter for the purpose of taking this vote.
(b) Should this Chapter be dissolved, its assets shall be transferred to ICT Association of Malawi.
(c) After the vote to dissolve the chapter, the Executive council shall appoint an emergency
committee which shall work together with the executive council of the ICTAM to transfer all
the assets to the ICT Association of Malawi. The treasure shall provide a financial report
which shall be audited before any transferring process commences.

[Josiah Chavula]

Colleagues,

Just a plea that we all take a moment to look at these by-laws and provided feedback, so that we can go ahead with the adoption. I was going through the archives and come across some useful comments below from Towela (from 2010), and I am not sure if they considered:

"Let me begin by saying that the purpose as stated " Spearhead research
into issues that are pertinent ....." is in itself a noble one; my
concern was on how practical it would be for us to accomplish this
purpose. If the intent is that we will support research initiatives
(done by other institutions/organisations  that are well placed to do
so), then it may be more practical. I worry that "spearheading"
research puts us in the position of the entity carrying out the
research and I wonder if we will be in a position to do that. "

Regards.

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[Alinafe Mbendera]

A quick comment. The fiscal year for this charter is May - April. This is common in Europe and UK. In Malawi normally the fiscal year is July - June OR Jan - Dec. I think it would make more sense to follow the Malawian convention which most stakeholders are familiar with.

Alinafe

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[Towela Nyirenda-Jere]

Dear all,

Some further observations for consideration:

-        Individual membership may need to be further broken down to create Student and other (non-Student /Professional) categories

-        The requirement that Organisational members also be members of ISOC (global) may pose challenges – is this a requirement from ISOC?

-        Article IV(b) – Annual “Election” meeting or Annual General Meeting  or Annual Business meeting (as per Article IX (c))?

-        Rationale for fiscal year that starts in May?  I would propose using the calendar year. I would also propose that the AGM is held in Q3 of the calendar year and that office bearers assume duties at start of next calendar year, leaving 3 months for transitioning and handovers

-        On the Committees, I think we should rationalize and combine the various portfolios: 3 committees should be enough to start with. The Committees can be unbundled as the organization grows

-        Article XI(a) Membership “Team” or Committee ?

-        Article XI(b) & (c) – we might be shooting ourselves in the foot with this one. Also, what constitutes “official business”?

-        Article XI( c) – who are “voting” members and who are non-voting?

-        Article XII(b) – perhaps rather than restricting to ICTAM the wording should reflect an organization or institution agreed to by the members

regards,

Towela

 

Towela Nyirenda-Jere, PhD

Current Address:
c/o NEPAD Agency
e-Africa Programme
International Business Gateway
Midrand 1685

Tel.: +27 11 256 3587
Mobile: +27 74 180 5764
Skype: towela.jere

Check out my professional profile and connect with me on LinkedIn. http://lnkd.in/sWtm8y

Permanent Address:
P.O. Box 31759
Blantyre 3,
MALAWI

[Josiah Chavula]

On Tue, Jan 20, 2015 at 10:40 AM, 'Towela Nyirenda-Jere' via ISOCMalawi <isocm...@googlegroups.com> wrote:

Dear all,

Some further observations for consideration:

-        Individual membership may need to be further broken down to create Student and other (non-Student /Professional) categories

++ Student membership is provided for in Article III(f); but I agree, we may have to explicitly specify membership types.

 

-        The requirement that Organisational members also be members of ISOC (global) may pose challenges – is this a requirement from ISOC?

++ ISOC documents don't seem to differentiate individual/organisation membership on the requirement for global membership. However, organisations (just like individuals) can be involved in the Chapter's activities without necessarily becoming members. We could possibly define these as associates/affiliates, and probably with no voting rights?

ISOC's guidance is that "An organization may become an "Individual Membership Partner" whereby it pays the ISOC membership fees for a minimum of five individuals and receives local chapter recognition for the organisational support." (http://www.internetsociety.org/who-we-are/board-trustees/policies-and-procedures/establishment#4)

-        Article IV(b) – Annual “Election” meeting or Annual General Meeting  or Annual Business meeting (as per Article IX (c))?

++ Agree; Article IV(b) should probably read "... at the Annual General Meeting as provided in Article IX(c)" (also Article IX(c) should read "The Annual General Meeting shall be held in the last quarter of the calendar year")

-        Rationale for fiscal year that starts in May?  I would propose using the calendar year. I would also propose that the AGM is held in Q3 of the calendar year and that office bearers assume duties at start of next calendar year, leaving 3 months for transitioning and handovers

++ I agree with you on following the calendar year for the fiscal year. However, I am not sure if having a three month transition period would be ideal. (I would prefer a shorter lame duck period, of say a month). I propose we have the AGM in Q4, and have the incoming leadership assume office at the beginning of Q1.

-        On the Committees, I think we should rationalize and combine the various portfolios: 3 committees should be enough to start with. The Committees can be unbundled as the organization grows

++ I agree.
 

-        Article XI(a) Membership “Team” or Committee ?

++ I guess this is due to the ISOC template's naming. I would rather we call it Membership committee
 

-        Article XI(b) & (c) – we might be shooting ourselves in the foot with this one. Also, what constitutes “official business”?

++ tough one. We should also count for online attendees, apologies. On 'official business', do you suggest we explicitly define it the document. I read it in this Article as implying the amendment of by-laws and/or any associated voting. 

-        Article XI( c) – who are “voting” members and who are non-voting?

++ my understanding is that the AGM may be attended by other non-members (eg. other interest groups, affiliate org reps etc), and these should be non-voting. We should probably define attendee types.

-        Article XII(b) – perhaps rather than restricting to ICTAM the wording should reflect an organization or institution agreed to by the members

++ Agree. 

[Josiah Chavula]

Thanks Alinafe for your comment. I agree, and suggest we follow the calendar year (Jan-Dec) as the fiscal year. Clean and simple.

Regards.

[malango msukwa]

I agree that individual membership be further broken down to create Student and other (non-Student /Professional) categories.

Regards,

 

Malango Theodore Msukwa

Data Manager - Statistician

Institute for Social and Preventive Medicine/Baobab Health Trust

C/0 P.O. Box 31797

Lilongwe 3
Malawi

Skype: Mmsukwa
Cell:    +265 888 679 079

Whatever we do in life echoes in eternity

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From: Josiah Chavula <josiah...@gmail.com>
To: isocm...@googlegroups.com
Sent: Tuesday, January 20, 2015 2:25 PM
Subject: Re: Request for comments: Chapter Bylaws

[JANUARY WATCHMAN MVULA]

Greetings All

I am new to this grouping after being referred to by Victor Ndonnang, being new I would be grateful to be briefed if possible with the esteemed partners. Let me commend the group of the progress made so far, but I would be happy to hear how far is it on the constitution issues

Thanks

January Mvula