[OpenID board] Fwd: [board-private] Proposed Amended Bylaws Resolutions For Consideration

Tue Oct 23 04:04:38 UTC 2012

Forwarding to the board public.

Also, I would put titles and resolution numbers in each of the resolutions.
Also, I am re-wording them a bit.

Changes:

   1. I numbered the resolutions as R2012.10.6.x as they are part of agenda
   item 6 of the 2012 October board meting, for easier future references.
   2. I found that "the Directors of OIDF ... " redundant as it is a board
   resolution, so I removed.
   3. "it is hereby" seems awkward to me. It is going to be resolved at the
   meeting through the votes so I changed to ", now, therefore, be it*"*
   4. As I have expressed several times in the executive committee that
   Open Identity Standard is an undefined term and as Don agreed to avoid it,
   I am re-writing the resolution in accordance:

*6. Adoption of Second Amended and Restated* *Bylaws***

** **

*R2012.10.6.1 OIDF Scope Clarification*

WHEREAS, defining the terms (a) open, (b) identity, (c) user-centric, (d)
OpenID, (e) OpenID Intellectual Property Rights Policy, (f) OpenID Process
Document, and (g) OpenID Standards would be beneficial in the clarification
of the organization's mission and scope, now, therefore, be it

RESOLVED, that revised Article II *“Purposes”* of the Second Amended and
Restated Bylaws, attached hereto as *Exhibit A* and incorporated by this
reference (the “*Bylaws*”), is hereby approved and adopted.****

** **

*R2012.10.6.2 The clarification of the Community Board Director appointment
process*

*
*

WHEREAS, to simplify and clarify the Community Director Election process
when Sustaining Directors are added to the board, while maintaining the
integrity of the principal of 1+N, will provide more efficiency in the
organizations business, now, therefore, be it

** **

RESOLVED, that revised Article V *“Board of Directors”* of the Second
Amended and Restated Bylaws, attached hereto as *Exhibit A* and
incorporated by this reference (the “*Bylaws*”), is hereby approved and
adopted.****

** **

RESOLVED, FURTHER, that revised Article IX *“Effective Date and Amendments”* of
the Second Amended and Restated Bylaws, attached hereto as *Exhibit A* and
incorporated by this reference (the “*Bylaws*”), is hereby approved and
adopted.****

*R2012.10.6.3 Separation of the Membership Dues Schedule from the bylaw*

** **

WHEREAS, to maintain the Membership Dues Schedule as a standalone document
would result in more efficient business of the organization, now,
therefore, be it****

** **

RESOLVED, to remove *“Schedule A: Membership Dues Schedule”* from the
Second Amended and Restated Bylaws, attached hereto as *Exhibit A* and
incorporated by this reference (the “*Bylaws*”), and associated revisions
to Article III “*Membership*”, and to maintain the schedule as a separate
document of the corporation, is hereby approved and adopted.****

---------- Forwarded message ----------
From: John Ehrig <jehrig at inventures.com>
Date: Tue, Oct 23, 2012 at 10:12 AM
Subject: [board-private] Proposed Amended Bylaws Resolutions For
Consideration
To: board-private at openid.net

OpenID Board:****

** **

In preparation for this Thursday’s FTF OIDF board meeting,  please review
the attached ‘Redline’ and ‘Clean’ versions of the OIDF Bylaws and the
below draft set of resolutions.  The Executive Committee has recommended
the board consider approving and adopting the resolutions.****

** **

------DRAFT FOR APPROVAL--------****

*Adoption of Second Amended and Restated* *Bylaws***

** **

WHEREAS, the Directors of OIDF have determined it necessary and desirable
to amend the bylaws of the corporation to be inclusive of open identity
technologies developed within the framework of the OIDF processes and to
define the terms (a) open, (b) identity, (c) user-centric, (d) OpenID, (e)
OpenID Intellectual Property Rights Policy, (f) OpenID Process Document,
and (g) OpenID Standards, it is hereby:****

** **

RESOLVED, that revised Article II *“Purposes”* of the Second Amended and
Restated Bylaws, attached hereto as *Exhibit A* and incorporated by this
reference (the “*Bylaws*”), is hereby approved and adopted.****

** **

WHEREAS, the Directors of OIDF have determined it necessary and desirable
to amend the bylaws of the corporation to simplify and clarify the
Community Director Election process when Sustaining Directors are added to
the board, while maintaining the integrity of the principal of 1+N, it is
hereby:****

** **

RESOLVED, that revised Article V *“Board of Directors”* of the Second
Amended and Restated Bylaws, attached hereto as *Exhibit A* and
incorporated by this reference (the “*Bylaws*”), is hereby approved and
adopted.****

** **

RESOLVED, FURTHER, that revised Article IX *“Effective Date and
Amendments”*of the Second Amended and Restated Bylaws, attached hereto
as
*Exhibit A* and incorporated by this reference (the “*Bylaws*”), is hereby
approved and adopted.****

** **

WHEREAS, the Directors of OIDF have determined it necessary and desirable
to amend the bylaws of the corporation to maintain the Membership Dues
Schedule as a standalone document, it is hereby:****

** **

RESOLVED, FURTHER, to remove *“Schedule A: Membership Dues Schedule”* from
the Second Amended and Restated Bylaws, attached hereto as *Exhibit A* and
incorporated by this reference (the “*Bylaws*”), and associated revisions
to Article III “*Membership*”, and to maintain the schedule as a separate
document of the corporation, is hereby approved and adopted.****

** **

** **

_______________________________________________
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board-private at lists.openid.net
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-- 
Nat Sakimura (=nat)
Chairman, OpenID Foundation
http://nat.sakimura.org/
@_nat_en
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