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

David Recordon recordond at gmail.com
Sat Oct 3 12:06:04 UTC 2009


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!
>
> _______________________________________________
> board-private mailing list
> board-private at lists.openid.net
> http://lists.openid.net/mailman/listinfo/openid-board-private
>
>
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