[OpenID board] Having a call today?

Drummond Reed drummond.reed at cordance.net
Tue Apr 24 01:17:37 UTC 2007

See [=Drummond] inline.

-----Original Message-----
From: board-bounces at openid.net [mailto:board-bounces at openid.net] On Behalf
Of Johannes Ernst
Sent: Monday, April 23, 2007 12:57 PM
To: board at openid.net
Subject: Re: [OpenID board] Having a call today?

Some comments by copy-paste from the document.

> Section 4: Terms. The initial Board members shall serve staggered  
> terms of one, two, and three years. No more than 45% of the Board  
> members shall end their term of board service in any given  
> election. After the terms-of-office of the initial Board members,  
> all new Board members shall serve three year terms and will be  
> eligible for re-election to a second term.
> Dick's comment: A three year term is a LONG time for change in  
> directors. I prefer the previous term of two years and we can allow  
> directors to serve up to three consecutive terms)

I agree with Dick. Also, it is difficult to enforce "no more than X  
shall end their term of board service in any given election". There  
may be all sorts of reasons why board members cannot continue on the  
board and need to resign (change of jobs, or illness, for example).

[=Drummond] +1.

> Section 8: Vacancies.

Could it be made more explicit that the remaining board members vote  
in a new board member (without going through the membership). Also,  
how long is the term of the new member?

[=Drummond] Yes, this is the typical procedure when a board member must
resign or otherwise is unable to complete their term. The term should be the
remaining term of the outgoing board member.

> Section 9: Resignation, Termination and Absences. Resignation from  
> the Board must be submitted electronically or in writing and  
> received by the Secretary. A Board member shall be dropped for  
> excess absences from the Board if s/he has three unexcused absences  
> from Board meetings in a year.

I would think that the number of missed meetings should be  
proportional to the number of actual meetings of the board. For  
example, as long as we are meeting weekly, missing 3 meetings means  
something entirely different than if we meet quarterly.

What about we say the board has 4 regular meetings per year, and as  
many special meetings as it wants. Then missed meetings are counted  
against the regular meetings, but not against the special meetings.  
Special meetings, of course, can only proceed with quorum.

[=Drummond] The OASIS rule is missing more than 2 out of 3 consecutive
meetings, for what that's worth.

> Section 1: The Board may create committees as needed, such as  
> fundraising, membership, etc. The Board Chair appoints all  
> committee chairs.

Unilaterally? I'd prefer it if the board voted on the committee chairs.

[=Drummond] Agreed.

> Section 2:

It's unclear under which circumstances the exec committee must call a  
special meeting of the board, instead of just proceeding on its own.  
If it can proceed on its own on any subject at any time as it  
pleases, the board effectively is the executive committee, and the  
board members not on the exec committee have no say because whatever  
subject can be decided on "between" meetings.

[=Drummond] +1 to Johanne's point.

> The Board or the Executive Committee must approve any major change  
> in the budget

Major changes should be on the level of the board -- otherwise the  
board is not and cannot be in charge of financial oversight.

I would also expect that the board has at least access to quarterly  
financials, preferably an updated set of financials (both backward- 
looking and forward-looking) a couple of days in advance of each  
board meeting.

[=Drummond] +1 to Johanne's point.

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