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

Mike Jones Michael.Jones at microsoft.com
Thu Aug 20 01:04:55 UTC 2009

David raises some good points.  Here's my comments.

I believe that 3.1(b) should make it clear that that Sustaining members are organizations and that the organization appoints their board representative.  That will clearly differentiate sustaining and community members.

I'm OK with the removal in 3.1(c), because I believe removing it doesn't practically change the meaning of the document.

Given that "regular" meetings are meetings of the board, the removal in 4.9 makes sense to me.

David's right that 5.2(b) needs to be corrected to make it clear that all directors elect new community directors - not just the community directors.  (Just like all directors decide whether to admit new sustaining members as well.)

I agree with David on 5.15(b) as well, as this is in contradiction our standing policy (affirmed by a unanimous board vote) that all directors are eligible to vote on all issues.

I agree with David on 5.15(c) as well.  The text should make it clear, in the case of sustaining members, that it is the sustaining member being removed (the organization) and not just the individual representative appointed by that organization.

David is also right about 7.4(a), as it fails to include the International representative and the Community representative.  It is also misleading about how the committee members are chosen, as all these members are chosen by the board from among itself - not just the International and Community representatives.

                                                                -- Mike

From: Don Thibeau (OIDF ED) [mailto:don at oidf.org]
Sent: Wednesday, August 19, 2009 12:50 PM
To: Mike Jones
Subject: FW: [board-private] FW: Bylaws v1.5 - Action Required

Mike; Do you have a point of view on the comments below?
I hope to avoid more time and legal expense if possible

From: David Recordon [mailto:david at sixapart.com]
Sent: Monday, August 10, 2009 5:38 PM
To: John Ehrig
Cc: board at lists.openid.net
Subject: Re: [board-private] FW: Bylaws v1.5 - Action Required

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.


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