[OpenID board] URGENT: New Board members motion

Scott Kveton scott at kveton.com
Mon Oct 27 21:35:03 UTC 2008


A couple of points of clarification here as we have yet to do any
votes via the mailing list.  Not to get all technical, but from the
bylaws:

"Section 4.9:	Action by Written Ballot
      .  Any action that may be taken at any annual, regular or
special meeting of members may be taken without a meeting if this
corporation delivers a written ballot to every member entitled to vote
on the matter.  Such written ballot shall (i) set forth the proposed
action, (ii) provide an opportunity to specify approval or disapproval
of each proposed action, and (iii) specify a reasonable time within
which to return the ballot to this corporation.  Approval by written
ballot shall be valid only when the number of votes cast by ballot
within the time period specified equals or exceeds any quorum required
to be present at a meeting authorizing the action, and the number of
approvals equals or exceeds the number of votes that would be required
to approve the matter at a meeting at which the total number of votes
cast was the same as the total number of votes cast by ballot.
Ballots shall be distributed to the members in the same manner as
notice of a meeting is permitted to be delivered, as provided in
Section 4.4, including delivery by electronic mail.  All ballots
distributed in accordance with this Section 4.9 shall indicate the
number of responses needed to meet any quorum requirement and state
the percentage of approvals necessary to pass each matter.  All
written ballots distributed in accordance with this Section 4.9 shall
specify a reasonable time by which the ballot must be received in
order to be counted."

We have been operating under the assumption that every member of the
board needs to reply to any written ballot votes (in this case via the
mailing list).  This is not the case.  However, Dick's motion was not
formatted correctly; it was lacking the "(iii) specify a reasonable
time within which to return the ballot to this corporation."  I cannot
find what a "reasonable time" is in the bylaws however.  The bylaw
committee needs to address this (that's Bill and I).

I would think that would invalidate this motion?

We can do a conference call to discuss this but we'll need to give
ample warning to the board list as well as scope the call.

Generally I'm not in favor of this proposal as it adds members to an
already dysfunctional board; that's not going to increase clarity for
us IMHO.

- Scott




On Fri, Oct 24, 2008 at 5:49 PM, DeWitt Clinton <dewitt at google.com> wrote:
> Sort of.  I think we should have finished the discussion about how to
> proceed with a full five new corporate board members, timed that around the
> hiring of the new ED, and ideally scheduled all of it around the election of
> new community members.  With those three pieces in place we then could make
> a coordinated engagement on all three.  Four pieces, in fact, as we can
> count the CRC in there as well.
>
> I share your frustration, Dick, and I agree that sometimes a vote makes a
> good forcing function.  It's taken far too long to get where we are, and I
> happen to concur that those were fine nominees.  And I especially welcome
> Brian's continued leadership in any case.
>
> Hopefully this is the kick in the pants we need to close in expediently on
> the missing pieces.  And then I'd welcome seeing this come up for a vote
> again in the near future.
>
> Cheers,
>
> -DeWitt
>
> On Fri, Oct 24, 2008 at 5:33 PM, Dick Hardt <dick.hardt at gmail.com> wrote:
>>
>> Do you have a suggestion on how this should have been done differently by
>> me?
>> I made the motion on the board call and agreed to withdraw it until after
>> the membership committee report was published, and then we could do the vote
>> over email. Agreed that the vote should have been started on the public list
>> -- but we are here now.
>> Do you have a new motion to bring the nominees on the board that you would
>> support that we could act upon?
>> -- Dick
>>
>> On 24-Oct-08, at 5:17 PM, DeWitt Clinton wrote:
>>
>> This is not a vote against any of the nominees, but procedurally and
>> organizationally we can do better than this.  Hence to the motion as it
>> stands at this time:
>>
>> -1
>>
>> -DeWitt
>>
>> On Thu, Oct 23, 2008 at 1:03 PM, Raj Mata <rajmata at yahoo-inc.com> wrote:
>>>
>>> -1.
>>>
>>> Agree with Gary.
>>>
>>> Raj
>>>
>>> -----Original Message-----
>>> From: board-bounces at openid.net [mailto:board-bounces at openid.net] On
>>> Behalf Of Krall, Gary
>>> Sent: Thursday, October 23, 2008 12:42 PM
>>> To: board at openid.net
>>> Subject: Re: [OpenID board] URGENT: New Board members motion
>>>
>>> -1.
>>>
>>> As we are actively in the process of recruiting for a Executive Director
>>> which my understanding is should complete shortly coupled; with the
>>> manner in which this vote has been requested/handled is a clear
>>> indication to me that adding any additional members at this time would
>>> not be prudent.
>>>
>>> Gary.
>>>
>>> -----Original Message-----
>>> From: board-bounces at openid.net [mailto:board-bounces at openid.net]On
>>> Behalf Of Dick Hardt
>>> Sent: Thursday, October 23, 2008 9:48 AM
>>> To: board at openid.net
>>> Subject: [OpenID board] URGENT: New Board members motion
>>> Importance: High
>>>
>>>
>>> (this motion was originally posted on the board-private list to
>>> protect the confidentiality of the potential corporate board members
>>> -- reposting to public list to provide transparency to community)
>>>
>>> Background:
>>>
>>> There are two corporations that have expressed interest in joining the
>>> OpenID Foundation for the last six months. The board approved adding 5
>>> new corporate board seats, to be balanced with community seats so that
>>> the community seats have a majority.
>>> Brian Kissel has been active on the marketing committee and the
>>> customer research committee. He organized a gathering of content
>>> providers in NY that led to the OpoenID UX summit last Monday.
>>> The primary source of funding for the Foundation is corporate board
>>> seats. In order to fund a new Executive Director and OpenID adoption
>>> initiatives, we need more funding. The patience of the two
>>> corporations is running thin as they have been waiting for far to long
>>> for a decision from the board.
>>>
>>> The motion: Add the two corporate board seats and add Brian Kissel as
>>> the community seat. Brian's seat (like all other community board
>>> seats) would be up for re-election when we hold an election.
>>>
>>> All board members need to vote or abstain for the motion to be
>>> considered.
>>>
>>> Votes to date:
>>>
>>> +1 Dick Hardt (made motion)
>>> +1 Martin Atkins (seconded motion)
>>> -1 David Recordon
>>> _______________________________________________
>>> board mailing list
>>> board at openid.net
>>> http://openid.net/mailman/listinfo/board
>>> _______________________________________________
>>> board mailing list
>>> board at openid.net
>>> http://openid.net/mailman/listinfo/board
>>> _______________________________________________
>>> board mailing list
>>> board at openid.net
>>> http://openid.net/mailman/listinfo/board
>>
>> _______________________________________________
>> board mailing list
>> board at openid.net
>> http://openid.net/mailman/listinfo/board
>>
>>
>> _______________________________________________
>> board mailing list
>> board at openid.net
>> http://openid.net/mailman/listinfo/board
>>
>
>
> _______________________________________________
> board mailing list
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> http://openid.net/mailman/listinfo/board
>
>



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