[cabf_governance] Bylaws WG Charter

Ryan Sleevi sleevi at google.com
Mon Sep 17 12:02:58 MST 2018


Virginia,

The topic of discussion - meeting without the structure of a WG - was
something that had been discussed. Kirk's preference - to have Forum-level
meetings outside the context of a WG - is one that was discussed. The
establishment of the Forum Infrastructure Working Group - that is,
chartering a WG while explicitly noting IP-related activities as out of
scope - as very much a result of those discussions. If it's a matter of
recollection, I'm happy to dig through the archives to resurrect those
discussions, but I'm surprised to see you in favor of ad-hoc groups now, as
I recall you being someone who had been opposed to them previously.

On Mon, Sep 17, 2018 at 2:55 PM Virginia Fournier <vfournier at apple.com>
wrote:

>
> Hi Ryan,
>
> I’m not sure what you’re referring to.  Was this discussed at a Governance
> Reform meeting that you attended and I didn’t?
>
>
> Best regards,
>
> Virginia Fournier
> Senior Standards Counsel
>  Apple Inc.
> ☏ 669-227-9595
> ✉︎ vmf at apple.com
>
>
>
> On Sep 17, 2018, at 11:52 AM, Ryan Sleevi via Govreform <
> govreform at cabforum.org> wrote:
>
> This was pretty extensively discussed in the 2 years of governance reform,
> and the challenges that arise from it.
>
> Do you believe there's some new information that wasn't considered in
> those past discussions?
>
> On Mon, Sep 17, 2018 at 2:19 PM Kirk Hall <Kirk.Hall at entrustdatacard.com>
> wrote:
>
>> Ben – my preference would be to amend the Bylaws to allow Subcommittees
>> at the Forum level, and then to create a Governance Subcommittee at the
>> Forum level.  That’s where most governance issues will be.
>>
>>
>>
>> I think you and Dimitris have this issue on the list of possible Bylaws
>> amendments for the future.
>>
>>
>>
>> *From:* Govreform [mailto:govreform-bounces at cabforum.org] *On Behalf Of *Ben
>> Wilson via Govreform
>> *Sent:* Monday, September 17, 2018 8:00 AM
>> *To:* Ben Wilson <ben.wilson at digicert.com>; CA/Browser Forum Governance
>> WG List <govreform at cabforum.org>; Ryan Sleevi <sleevi at google.com>
>> *Subject:* [EXTERNAL]Re: [cabf_governance] Bylaws WG Charter
>>
>>
>>
>> So … do we abandon the idea of maintaining some sort of standing Bylaws
>> committee?
>>
>>
>>
>> There was a meeting scheduled for tomorrow.  I’m inclined to cancel it.
>>
>>
>>
>> *From:* Govreform <govreform-bounces at cabforum.org> *On Behalf Of *Ben
>> Wilson via Govreform
>> *Sent:* Friday, September 14, 2018 11:29 AM
>> *To:* Ryan Sleevi <sleevi at google.com>; CA/Browser Forum Governance WG
>> List <govreform at cabforum.org>
>> *Subject:* Re: [cabf_governance] Bylaws WG Charter
>>
>>
>>
>> Yes – all real voting would happen at the Forum level.
>>
>>
>>
>> The purpose is that we don’t have any other good structure recognized in
>> the bylaws for this type of side activity.  That’s why we created the
>> Infrastructure Working Group, upon which this ballot was based.
>>
>>
>>
>> *From:* Ryan Sleevi <sleevi at google.com>
>> *Sent:* Friday, September 14, 2018 11:26 AM
>> *To:* Ben Wilson <ben.wilson at digicert.com>; CA/Browser Forum Governance
>> WG List <govreform at cabforum.org>
>> *Subject:* Re: [cabf_governance] Bylaws WG Charter
>>
>>
>>
>>
>>
>> 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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>
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