[OpenID board] OIDF ED Update: Resolutions, Results and Recommendations

[Don Thibeau (OIDF ED)]

Executive Summary 

OpenID Foundation Board of Directors' votes and results are always made
public. Transparency is essential to the OIDF's success. This is to fulfill
that requirement (see below) and recommend a path forward. This is also
background for the topic "Resolution of the Resolutions" on next Wednesday's
board call agenda. As Dick Hardt and Chris Messina suggested, "It's
important to provide some context for the votes." Six board votes were
recently held online. I suggest the close votes be reconsidered in the fall,
but in advance of the Board elections at the end of this year. The rational
for a hiatus in reconsidering these issues is threefold; first many of the
results are arguably a tie; second an argument can be made, due to the
content of some of the resolutions the better threshold is the two thirds
required for bylaws changes (Bylaws Section 5.1) and finally,
disenfranchising community board members is a serious matter, the
implications of which warrant additional review, particularly in light of
the first two issues. I hope board members will adopt a pragmatic not a
legalistic view. 

Voting Report

Two resolutions received votes sufficient to pass.  These were:

- RESOLVED, that any member may choose to allocate 100% of their annual OIDF
membership dues to the OIDF general fund at any time.

- RESOLVED, that any member may contribute funds above and beyond their
annual OIDF membership dues for the OIDF general fund or for approved
projects.

Two resolutions clearly did not receive votes sufficient to pass.  These
were:

- RESOLVED, the total number of community members on the Board will be
capped at the current number of 11.

- Proceed with final legal documentation and board package preparation and
binding vote regarding the contract with Dick Hardt.

Two resolutions results were ambiguous.  These were:

- RESOLVED, that for board votes pertaining to allocation of funds,
organizational bylaws, and IPR policy and procedures, when multiple board
members are employed by the same company, the board members from that
company collectively may cast at most one vote.

- RESOLVED, that 100% of a sustaining member's annual dues must be paid on
their renewal date. The Board will approve the General Fund budget in
advance of every fiscal year to cover required organizational and
infrastructure services and programs. All Sustaining Member dues in excess
of the General Fund budget will be allocated to a Directed Investment
Project Fund (DIPF). Any DIPF resources that have not been obligated by the
end of the calendar year will be transferred and committed to the OIDF
general fund.

Board Action Items

Of course, any director can propose any resolution at any time. Should the
board wish to resolve the final two resolutions described above, new votes
should be arranged, with additional prior discussion scheduled as needed.
These follow-on votes could occur online, on next week's board call, or not
at all, depending upon whether the board wishes to continue pursuing these
issues. Scott David, John Ehrig and I are, as always, resources to any board
members who would like more information or formulate a board resolution for
a future vote. The details of the votes follow.

 

Don Thibeau

Executive Director

The OpenID Foundation

http://openid.net

 

 

From: John Ehrig [mailto:jehrig at inventures.com] 
Sent: Wednesday, June 23, 2010 6:55 PM
To: Don Thibeau (OIDF ED)
Subject: Poll Results Summary

 

One Company, One Vote

 

Option A

RESOLVED, that for board votes pertaining to allocation of funds,
organizational bylaws, and IPR policy and procedures, when multiple board
members are employed by the same company, the board members from that
company collectively may cast at most one vote.

 

Option B

RESOLVED, that for board votes pertaining to allocation of funds,
organizational bylaws, and IPR policy and procedures, when multiple board
members are employed by the same company, the board members from that
company collectively may cast at most one vote for a Sustaining Member and
zero votes for a Corporate Member.

 

Results (closed):

20 members voted:

For Option A: 10

For Option B: 1

Against both options: 9

Abstain: 0

 

 

Directed Funding Guidelines

 

Option A

RESOLVED, that 100% of a sustaining member's annual dues must be paid on
their renewal date; 50% ($25,000) to be allocated to the OIDF general fund
and 50% ($25,000) may be allocated to Approved Projects as determined by the
sustaining member. Any member's dues that have not been obligated by the end
of the calendar year will be transferred and committed to the OIDF general
fund. Approved Projects are any projects put forward by any board committee.
The board may vote to disqualify any Approved Project that places
significant legal risk on the Foundation.

 

Option B

RESOLVED, that 100% of a sustaining member's annual dues must be paid on
their renewal date.  The Board will approve the General Fund budget in
advance of every fiscal year to cover required organizational and
infrastructure services and programs. All Sustaining Member dues in excess
of the General Fund budget will be allocated to a Directed Investment
Project Fund (DIPF).  Any DIPF resources that have not been obligated by the
end of the calendar year will be transferred and committed to the OIDF
general fund.

 

FURTHER RESOLVED, programs or projects beyond those approved in the General
Fund budget can be proposed by board members or working groups for funding
from the DIPF.  The board may vote to disqualify any such programs or
projects that place significant legal risk on the Foundation by a simple
majority or by a 2/3 majority as being inconsistent the mission and
priorities of the Foundation.  Disposition of DIPF funds for specific
programs or projects will be at the sole discretion of Sustaining Members on
a pro rata basis until their full pro rata allocation has been depleted.

 

Results (closed):

20 members voted:

For Option A: 1

For Option B: 10

Against both options: 9

Abstain: 0

 

 

Clarification of Funding Allocations

 

RESOLVED, that any member may choose to allocate 100% of their annual OIDF
membership dues to the OIDF general fund at any time.

 

Results (closed):

19 members voted:

Yes: 10

No: 8

Abstain: 1

 

 

Clarification of Funding Options

 

RESOLVED, that any member may contribute funds above and beyond their annual
OIDF membership dues for the OIDF general fund or for approved projects.

 

Results (closed):

18 members voted 

Yes: 15

No: 3

Abstain: 0

 

 

Community Directors Limits

 

RESOLVED, the total number of community members on the Board will be capped
at the current number of 11.

 

Results (closed):

20 members voted:

Yes: 8

No: 10

Abstain: 2

 

 

Hardt Contract

 

Proceed with final legal documentation and board package preparation and
binding vote regarding the contract with Dick Hardt

 

16 members voted (closed):

Approve: 4

Not Approve: 10

Abstain: 2

-------------- next part --------------
An HTML attachment was scrubbed...
URL: <http://lists.openid.net/pipermail/openid-board/attachments/20100715/fd538389/attachment-0001.html>