[OpenID board] board Digest, Vol 43, Issue 8

Don Thibeau (OIDF ED) don at oidf.org
Wed Jul 21 14:51:06 UTC 2010


Per David Recordon's note please find below detail on the recent board votes
on various resolutions.  As we will discuss at today's board meeting; I have
suggested that the board reconsider this general topic after the summer's
focus on progressing working group initiatives but well before the end of
year elections.  I will be developing alternative resolutions during this
period and consulting with OIDF board members, outside experts and counsel.

Don Thibeau
Executive Director
The OpenID Foundation
http://openid.net

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:
20 members voted:
For Option A: 10 (Popp, Sakimura, Harles, Jacobson, Ozburn, Nash, Nadalin,
Frons, O'Mahony, Kissel)
For Option B: 1 (Messina)
Against both options: 9 (Recordon, Bradley, Tom, Mata, Dingle, Sachs,
Shepard, Smarr, Hardt)
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:
20 members voted:
For Option A: 1 (Hardt)
For Option B: 10 (Tom, Messina, Mata, Sakimura, Harles, Jacobson, Nash,
Frons, Kissel, O'Mahony)
Against both options: 9 (Recordon, Bradley, Popp, Dingle, Sachs, Shepard,
Smarr, Ozburn, Nadalin)
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:
19 members voted:
Yes: 10 (Bradley, Tom, Shepard, Sakimura, Harles, Jacobson, Nash, Hardt,
Kissel, O'Mahony)
No: 8 ( Messina, Popp, Dingle, Sachs, Smarr, Ozburn, Nadalin, Frons)
Abstain: 1 (Recordon)


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:
18 members voted 
Yes: 15 (Recordon, Bradley, Tom, Messina, Popp, Mata, Dingle, Shepard,
Sakimura, Harles, Jacobson, Ozburn, Nash, Hardt, Kissel)
No: 3 (Sachs, Smarr, Nadalin)
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:
20 members voted:
Yes: 8 (Tom, Messina, Mata, Harles, Jacobson, Nash, Nadalin, Kissel)
No: 10 (Recordon, Bradley, Dingle, Sachs, Shepard, Sakimura, Smarr, Ozburn,
Hardt, O'Mahony)
Abstain: 2 (Popp, Frons)


Hardt Contract

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

Results:
16 members voted:
Approve: 4 (Ozburn, Nash, Nadalin, Frons)
Not Approve: 10 (Recordon, Bradley, Tom, Messina, Popp, Mata, Dingle, Sachs,
Shepard, Sakimura)
Abstain: 2 (Smarr, Jacobson)

-----Original Message-----
From: openid-board-request at lists.openid.net
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Date: Thu, 15 Jul 2010 22:27:11 
To: <openid-board at lists.openid.net>
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Subject: board Digest, Vol 43, Issue 8

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Today's Topics:

   1. Re: OIDF ED Update: Resolutions,	Results and  Recommendations
      (Dick Hardt)


----------------------------------------------------------------------

Message: 1
Date: Thu, 15 Jul 2010 15:27:06 -0700
From: Dick Hardt <dick.hardt at gmail.com>
To: openid-board at lists.openid.net
Cc: board at openid.net, "David, Scott" <scott.david at klgates.com>
Subject: Re: [OpenID board] OIDF ED Update: Resolutions,	Results and
	Recommendations
Message-ID: <088EDFF9-A3CE-41BA-990F-F2226330D6E6 at gmail.com>
Content-Type: text/plain; charset="windows-1252"

+1 to David's comments

I would also like it clear that I abstained from the vote on the Hardt
Contract. 

-- Dick

On 2010-07-15, at 2:47 PM, David Recordon wrote:

> Thanks Don. While this provides transparency into the voting results, all
of our other meeting minutes include which directors voted for which
options. As a community elected director I feel that it's important that the
community who elected me know how I voted on these matters as well.
> 
> Thanks,
> --David
> 
> 
> On Thu, Jul 15, 2010 at 2:37 PM, Don Thibeau (OIDF ED) <don at oidf.org>
wrote:
> 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, pa
 rticularly 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
> 
> 
> _______________________________________________
> board mailing list
> board at lists.openid.net
> http://lists.openid.net/mailman/listinfo/openid-board
> 
> 
> _______________________________________________
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