[Community-Discuss] Bylaws changes

[Alan Barrett]

> On 5 Nov 2016, at 08:54, Owen DeLong <owen at delong.com> wrote:
> 
> The “insertion” method described in point 5 is certainly confusing to integrate in one’s head with the changes proposed in point 4.

I intended to make 4 and 5 independent, so 4 could pass even if 5 fails.  I’ll try to find a better way of doing that.

> While I have no vote in these matters, I will state my continued objection to term limits. If the membership does not want a director to remain, they are perfectly capable of removing that director from his office at the end of his term by simply electing someone else.
> 
> Term limits deprive the voters of choice. They cause at least as much damage as they do good in the vast majority of cases.

I understand, and I still don’t see rough agreement on whether or not there should be a limit, or what the limit should be.

> On the other hand, I do support the limit on the number of directors from a common organization and believe that 2 is a reasonable number with the current composition of the board. It may be worth expressing this rather than as a hard number, as a fraction of the board in order to avoid a dangling dependency that doesn’t get corrected should the makeup of the board (number of members, etc.) be changed in a way that affects this consideration.

I thnk that a fixed number “2” would still be fine even if the number of elected members increased from 8 to 50, or decreased from 8 to 4.  Perhaps not if it decreased to 3, but I don’t think it’s worth worrying about that unlikely possibility.

> In the case of 13.8(c), I would not be opposed to reducing this provision to 1.

No more than one from any particular country?  I’d be fine with that.  Let’s hear more opinions.

> However, if 13.8 is to be implemented, there must be a mechanism defined for the priority, order of operations, and precedence involved as well as the procedure for resolving any conflicts between the election result and this provision.

When there’s an election, it’s usually clear whether or not winning the election would violate one of the per-company, per-subregion, or per-country quota limits, but multiple simultaneous elections could cause confusion.  Do we need to legislate an order of priority, such as elections for regional seats 1 to 6 take priority over elections for non-regional seats 7 and 8 when deciding which winner should be disqualified on grounds of violating one of the quota limits?

When an elected Director changes their employment or place of residence, such that these limits are violated, then somebody has to resign, but is it the one who is moving, or the one who was already there?  I don’t see a need to legislate this.

> At the end of 13.8, I think the phrasing “For the avoidance of doubt, the limitations enumerated in the above paragraph shall not apply to the CEO.” creates more doubt than it avoids.

I agree.  I’ll find better wording.

> Point 8, I believe this should be made broader to cover not only transactions with the company, but also any other potential conflict of interest such as being affiliated with an organization which may substantially or disproportionately benefit from a particular policy proposal in front of the board for ratification, etc.
> 
> Perhaps:
> 
> 15.6	A director of the company shall, where he has a potential conflict of interest in any item brought before the board, disclose such conflict to the board. Said director shall recuse himself from voting on any such matter before the board where a conflict exists.

The term “transaction” is intended to refer to anything that the Board does (not only financial transactions), but I prefer your wording (“any item” instead of “transaction”).

> Point 10, I would suggest limiting the reappointment term not to the full term of re-election, but rather, until the next general meeting of the membership where directors are to be appointed. I realize this is a change from current existing practice, but I believe it to be a more appropriate course of action in the event that a qualified candidate is not found in time for the election as it will help to reduce the duration of incumbency through apathy.

So, if there is no suitable replacement candidate, then the incumbent gets a one-year extension, not a three-year extension.  I like that, and I might be able to find suitable wording.

> Point 11, No objection, except that I believe that the ability of the board to serve as a check and balance on the nominating committee for compliance with the proposed provisions of 13.8 may be worth preserving. I do not believe the board should generally be able to “edit” the slate of candidates.

NomCom reports to the Board, which I think is sufficient.

> Point 13, No objection, but a concern that the determination of “endorsement” is left open to interpretation. Is that a majority vote of those present in the PPM? The determination of the PDWG co-chairs after the PPM as to whether endorsement was achieved? Some other criteria? I believe here, especially, we should be quite explicit in defining the process to be followed and the mechanism by which endorsement is given, or, most importantly, withheld.

The vagueness was already present.

I think that community endorsement of policy created by the Board should require majority consent.  Perhaps reversing a Board decision on resource policy should require a vote by the Members?

> Pont 14, Suggest instead of a 2 month notice period, require presentation at a PPM and on the appropriate -discuss mailing list(s) followed by a 60 day comment period thereafter.

I think you misunderstood the proposal.  The proposal is that (1) the Board discusses  proposed fee changes with the community, for an unspecified time period; (2) the Board finalises the fee changes; (3) there is at least 60 days notice before the fee changes go into effect.

Alan Barrett