[OpenID board] [board-private] IPR and Bylaws Documents for Review

Tue Oct 6 05:22:42 UTC 2009

I had a mixed reaction when I read your comments, David.  On one hand, your comments obviously have merit.  On the other hand, incorporating them now would incur another round of legal review, with the associate costs and delay in approving a revised set of Bylaws.  (For one thing, you only made comments -- rather than proposing specific alternate wording that all of our lawyers could review before the votes on Wednesday.)

With that in mind, I'd advocate that at the board meeting on Wednesday, the board votes to approve either the version circulated by John Ehrig, or the version with the one sentence correction that I sent out over a week before the board meeting (so the members' legal staffs would have a week's time to review the changes, per the agreement on the executive committee call).

Given that the board can change the bylaws at any time with just a board vote, I think it's more important to approve something that's "good enough" on Wednesday, bringing the bylaws up to date with the present reality, than to continue to tweak them before approval until they're "perfect".

I hope others will agree so that we can approve a set of vastly-improved bylaws, even if we may choose to fine-tune them again at some future date.

			My two cents worth,
				-- Mike

-----Original Message-----
From: David Recordon [mailto:recordond at gmail.com] 
Sent: Saturday, October 03, 2009 5:06 AM
To: openid-board at lists.openid.net; Mike Jones
Cc: John Ehrig; Don Thibeau (OIDF ED); board-private at openid.net
Subject: Re: [board-private] IPR and Bylaws Documents for Review

Thanks for the red line versions Mike!  Another red-line attached after digging back into this and I'm including the public list since this isn't private. :)

5.2a - seems to allow consultants of a sustaining member to serve on the board of directors.  Does the board care that this has changed?  I worry that in most organizations a consultant would not have access to the same resources as an employee.  Given that we really count on sustaining member participation, this could be an issue depending on the organization.

5.2b - why can't this section just refer to 5.4 (vacancies) when discussing how new community directors are elected upon the addition of a sustaining director?

5.15 - should this section include a new sub-section about removal by non-participation?  Snorri is the example who comes to mind who has not participated in a single board meeting (except for one via proxy) and has been unreachable for quite some time.

5.15 b and c - I thought we decided that both community directors and sustaining members could be removed by vote of the membership?
Currently these sections allow for the removal of a community director but provide no provision for the removal of a sustaining director.
(See http://lists.openid.net/pipermail/openid-board/2009-August/004253.html
for prior discussion.)

7.4a - do we also want to explicitly call out that the other two EC roles are to represent the community and to represent international interests?  I'd actually rather see these two additional roles be an European representative and an Asian representative, but that affects board composition overall in terms of needing members who can appropriately represent these continents.

7.4a - why does this section ensure one of the two additional members of the executive committee is a sustaining director while not ensuring that any of the members are community directors?  Might it be easier to instead require that out of the four main officers (chair, vice-chair, secretary, and treasurer) that two are sustaining and two are community and then leave the two other EC roles up to the board to elect?  This matches our current organization of Brian, Nat, Mike J, and Mike O holding the four main officer roles.

Thanks,
--David

On Wed, Sep 30, 2009 at 5:44 AM, Mike Jones <Michael.Jones at microsoft.com> wrote:
> I've attached two versions of the bylaws doc.  The first contains my 
> proposed change below as a tracked change.  The second contains diffs 
> between the approved 2007 version and this version, to hopefully help 
> others with their legal review.  (Our lawyers asked for this, so I 
> figured I'd send it on to the rest of you as well.)
>
>
>
> Glad this is all happening.
>
>
>
>                                                                 -- 
> Mike
>
>
>
> From: Mike Jones
> Sent: Tuesday, September 29, 2009 3:10 PM
> To: John Ehrig; Don Thibeau (OIDF ED)
> Cc: openid-board-private at lists.openid.net; board-private at openid.net
> Subject: RE: IPR and Bylaws Documents for Review
>
>
>
> Hi John.  Thanks for getting these out to us.  Unfortunately, while 
> you attached the original version of the process document, the revised 
> version of the process document was not attached.  Among other 
> changes, this should have included the working group process changes 
> proposed by Nat that the board approved in January, plus the change to 
> no longer require a membership vote to start a working group.  A draft 
> of these changes produced by Nat in March is attached.  Can you please 
> send us the official revised version of the process document as well?
>
>
>
> Also, here's one issue I found in the bylaws that I believe we must address:
>
>
>
> In the bylaws, this sentence:
>
> Each Community Director must be a member of the corporation or an 
> employee or consultant of a member of the corporation, and upon 
> termination of such membership pursuant to Section 3.5 for any reason, 
> the Community Director shall no longer be qualified to serve as a 
> Community Director and shall be deemed to have immediately resigned.
>
> should be replaced by this sentence:
>
> Each Community Director serves as an individual, with no employment 
> criteria applying to his or her service as a Community Director.
>
>
>
>                                                                 
> Thanks,
>
>                                                                 -- 
> Mike
>
>
>
> From: openid-board-private-bounces at lists.openid.net
> [mailto:openid-board-private-bounces at lists.openid.net] On Behalf Of 
> John Ehrig
> Sent: Tuesday, September 29, 2009 10:17 AM
> To: board-private at openid.net
> Subject: [board-private] IPR and Bylaws Documents for Review
>
>
>
> Hello all,
>
>
>
> Please see the attached marked and clean v1.5 versions of the OIDF IPR 
> Policy and Bylaws.  Also attached for your reference is the IPR 
> process document which has not been revised.
>
>
>
> Board Action:  On our next BoD conference call, scheduled for 
> Wednesday October 10, we will call a vote to adopt these revised policies.
>
>
>
> Please let Don or I know if you have any questions.
>
>
>
> Thanks!
>
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>