[cabf_governance] Bylaws WG Charter

[Kirk Hall]

I don’t feel strongly about this – my only concern is that without something like a “Subcommittee” of the Forum, we don’t have a clear way to call a meeting or teleconference of some (all?) Forum members on a regular basis to deal with one issue, and avoid it going off-topic and start discussing other Forum matters.

I will leave it to the Certified Smart People like you, Ben, Dimitris, and other Governance Change WG members.

From: vfournier at apple.com [mailto:vfournier at apple.com]
Sent: Monday, September 17, 2018 11:44 AM
To: Kirk Hall <Kirk.Hall at entrustdatacard.com>; CA/Browser Forum Governance WG List <govreform at cabforum.org>
Cc: Ben Wilson <ben.wilson at digicert.com>; Ryan Sleevi <sleevi at google.com>
Subject: [EXTERNAL]Re: [cabf_governance] Bylaws WG Charter

Would it have to be a subcommittee?  Many SDOs create “ad hoc groups” to do this type of work, where no specs or IP will be created.  So you could maybe have a “Governance Documents Ad Hoc” at the Forum level.

Best regards,

Virginia Fournier
Senior Standards Counsel
 Apple Inc.
☏ 669-227-9595
✉︎ vmf at apple.com<mailto:vmf at apple.com>



On Sep 17, 2018, at 11:19 AM, Kirk Hall via Govreform <govreform at cabforum.org<mailto:govreform at cabforum.org>> 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<mailto:ben.wilson at digicert.com>>; CA/Browser Forum Governance WG List <govreform at cabforum.org<mailto:govreform at cabforum.org>>; Ryan Sleevi <sleevi at google.com<mailto: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<mailto: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<mailto:sleevi at google.com>>; CA/Browser Forum Governance WG List <govreform at cabforum.org<mailto: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<mailto:sleevi at google.com>>
Sent: Friday, September 14, 2018 11:26 AM
To: Ben Wilson <ben.wilson at digicert.com<mailto:ben.wilson at digicert.com>>; CA/Browser Forum Governance WG List <govreform at cabforum.org<mailto: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<mailto: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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