[cabf_governance] Bylaws WG Charter

[Ryan Sleevi]

On Fri, Sep 14, 2018 at 12:46 PM Ben Wilson via Govreform <
govreform at cabforum.org> wrote:

> See the proposal below:
>
>
>
> *Ballot FORUM-__: Establish Bylaws Working Group*
>
>
>
> *Purpose of Ballot*
>
> The CA/Browser Forum is engaged in an ongoing process to update and revise
> its bylaws.  This work is expected to continue indefinitely as a necessary
> aspect of any living organization.  This ballot would establish a working
> group chartered to help ensure that the Bylaws continue to meet the needs
> of the Forum, its Members, and Interested Parties.
>
>
>
> The following motion has been proposed by Ben Wilson of DigiCert and
> endorsed by _____  of _____ and _____ of  ______.
>
>
>
> *— MOTION BEGINS —*
>
>
>
> *Establish Bylaws Working Group*
>
>
>
> Upon approval of the CAB Forum by ballot in accordance with section 5.3 of
> the Bylaws, the Bylaws Working Group (“BWG”) is created to perform the
> activities as specified in this Charter, subject to the terms and
> conditions of the CA/Browser Forum Bylaws and Intellectual Property Rights
> (IPR) Policy, as such documents may change from time to time. The
> definitions found in the Forum’s Bylaws shall apply to capitalized terms in
> this Charter.
>
>
>
> *Scope*
>
> The authorized scope of the Bylaws Working Group shall be to draft,
> discuss, evaluate, recommend and present—to the Forum at large—proposals
> and ballots to amend to the Bylaws.
>
>
>
> *Out of Scope*
>
> The following items are considered out of scope for the Working Group
> under this charter:
>
>    - The BWG shall not create Final Guidelines or Final Maintenance
>    Guidelines as defined in the Bylaws and IPR Policy.
>    - The BWG shall not impose other requirements upon the rest of the
>    Forum.
>
>
>
> *Anticipated End Date*
>
> Given that a current and well-worded set of bylaws is vital to any active
> organization,  the BWG is chartered without a specific end date. However,
> the BWG may be dissolved at any time through a Forum ballot, as specified
> in the Bylaws, section 5.3.2c.
>
>
>
> *Personnel and Participation*
>
> *Initial Chairs and Contacts         *
>
> The proposer of the ballot, Ben Wilson, will act as chair of the BWG until
> the first Working Group Teleconference, at which time the group will select
> a chair and vice-chair either through election or acclamation of those
> present. The chair and vice-chair will serve two-year terms, the first of
> which will start upon their election and run through 31 October 2020.
>
>
>
> *Members Eligible to Participate*
>
> The BWG welcomes the participation of any Member organization of the Forum
> Plenary interested in this work, and also invites Interested Parties and
> Associate Members as defined in the Bylaws to participate in its meetings
> and work.  Membership or participation in the BWG does not alone qualify a
> participant for Forum membership.
>
>
>
> *Membership Declaration*
>
> Member organizations of the Forum that choose to participate in the BWG
> may declare their participation and must do so prior to participating, in
> accordance with the IPR agreements of the Forum. The Chair of the BWG shall
> establish a list for declarations of participation and manage it in
> accordance with the Bylaws and the IPR requirements documents.
>
>
>
> *Voting and Voting Structure*
>
> Voting shall not be conducted pursuant to Section 2.3 of the Bylaws, but
> shall be informal with a desire that they be consensus-based. Where broad
> consensus cannot be reached, then recommendations to the Forum at large shall
> be made by simple majority and voting shall be egalitarian based on voting
> membership in the Forum, and all Members shall vote together as a single
> class, with one vote granted to each Member organization. Decisions of the
> BWG shall be adopted if the number of votes cast meets Quorum, and the
> number of votes in favor exceeds 50% of the votes cast. Quorum is defined
> as the larger of 3 or the average number of Member organizations that have
> participated in the last three BWG Meetings or Teleconferences (not
> counting subcommittee meetings thereof). For transition purposes, if three
> meetings have not yet occurred, quorum is three (3).
>

Just to make sure I understand the proposed scope - it's the formation of a
WG that uses egalitarian/consensus voting to propose ballots to the Forum
at large, which will then need to re-propose and re-endorse these ballots,
to then vote according to the Bylaws process.

Is that correct?

What's the objective of establishing a WG for this as opposed to keeping it
on the Forum calls?
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