[OpenID board] [board-private] FW: Bylaws v1.5 - Action Required

David Recordon david at sixapart.com
Thu Aug 13 18:47:54 UTC 2009

Just to clarify, I'm absolutely behind Don's approach of updating the  
bylaws to match how the organization is currently running!  I believe  
these seven questions aren't quite in line with how we're operating or  
are a change that I'm missing the background behind making.


On Aug 10, 2009, at 5:37 PM, David Recordon wrote:

> Some questions (and moving this to the public list since it doesn't  
> need to be private):
>  - The difference in definition of Sustaining Member and Community  
> Member seems to be in Exhibit A (the dues schedule) though the  
> qualification text seems identical in Section 3.1(b).  This document  
> structure seems awkward and confusing if you're not already familiar  
> with how the Foundation has operated.
>  - In 3.1(c), why are we removing, "Each member shall have the right  
> to vote on each matter submitted to a vote of the members of the  
> corporation"?
>  - In 4.9 why are we removing the ability for action by written  
> ballot on regular meetings and keeping it only for annual and  
> special meetings?
>  - 5.2(b) says that, "The Community Members shall elect the number  
> of directors (“Community Directors”.  Given 3.1(b), wouldn't that  
> mean that Sustaining Members are not eligible to vote for Community  
> Directors?
>  - 5.15(b) has a comment asking if removal of a director by a 75%  
> vote of the other directors should be limited to community  
> directors.  I do not believe that it should be limited.
>  - 5.15(c) used to provide a means for the Membership to remove any  
> director.  This has been changed to limit the Membership to only be  
> able to remove community directors.  As with my previous comment, I  
> think that any extremely unlikely removal situation should be  
> possible for all directors.  Whether it is a person or a company, if  
> 75% of the board votes to remove them or the Membership does, that  
> ultimately places the Membership in control of the Foundation as I  
> believe it should be.
>  - I don't think that 7.4(a) correctly represents the current makeup  
> of the Executive Committee.
> Thanks,
> --David
> <WSComparison_#336132v3_AW_ - FINAL Bylaws - OpenID Foundation  
> (Effective 6_18_07) DO NOT MODIFY-#361.DOC>
> On Aug 10, 2009, at 5:20 PM, David Recordon wrote:
>> Hey John,
>> Thanks for the reminder!
>> Is there any reason why we need to discuss these changes in private?
>> --David
>> On Aug 10, 2009, at 4:56 PM, John Ehrig wrote:
>>> Hi All,
>>> Just a quick reminder that today is the deadline to send comments  
>>> to the v1.5 bylaws….
>>> From: John Ehrig
>>> Sent: Monday, August 03, 2009 11:58 AM
>>> To: board-private at openid.net
>>> Subject: Bylaws v1.5 - Action Required
>>> Hi All,
>>> Please review the attached marked and clean copies of the first  
>>> amended and restated OIDF bylaws.
>>> This is what we are calling v1.5 that will bring the bylaws  
>>> officially up-to-date as of all changes discussed prior to 5/08.
>>> We want to call for a vote to approve v1.5 asap, so please send me  
>>> any questions, concerns, suggestions by COB Monday 8/10.
>>> In the 4Q09, we will begin a full review to see what changes are  
>>> needed post 5/08 and ensure that they are incorporated and  
>>> approved for v2.0
>>> Please let me know if you have any questions.
>>> Thanks!
>>> <WSComparison_#336132v3_AW_ - FINAL Bylaws - OpenID Foundation  
>>> (Effective 6_18_07) DO NOT MODIFY-#361.DOC><First Amended &  
>>> Restated Bylaws.DOC>
>>> _______________________________________________
>>> board-private mailing list
>>> board-private at lists.openid.net
>>> http://lists.openid.net/mailman/listinfo/openid-board-private
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