[cabfpub] Possible changes to quorum and voting rules

[kirk_hall at trendmicro.com]

September 21, 2012

To:                   CA/Browser Forum Members
From:              Kirk Hall, Trend Micro
Re:                  Possible Changes to Quorum Calculations

On our bi-weekly call on Thursday, I suggested we should look at changes to our current balloting rules as to (1) how we calculate whether a necessary quorum has participated in a ballot, and (2) whether enough CAs and browsers have voted to approve a proposed ballot.

I raised this issue in connection with the results of Ballot 88 on BR Errata.  On that Ballot, only 9 Members voted - 6 CAs voted yes, 3 CAs explicitly abstained, and no browsers voted.  Because the minimum number for a quorum is now only 6 Members (CAs and browsers together), Ballot 88 was deemed to pass.  (In contrast, the first round of voting on a possible new governance structure garnered 17 votes.)

My concern was twofold:


*         I had been under the impression that ballots could only be approved by "substantial consensus" of all Forum members, which I though required approval by 2/3 of CAs and 50% plus 1 of browsers.  Ballot 88 was approved with no affirmative votes of the browsers.


*         I think that allowing a ballot to be approved by a vote of no more than 6 Members simply sets the bar too low.  This could mean that a vote where only 4 CAs vote yes and 2 CAs vote no, with no browsers voting, could approve new mandatory requirements for the industry.

Some would argue that a vote of only 6 members (even a 4-2 vote) should be sufficient to represent "substantial consensus" among Forum members because the failure to vote means that a Member doesn't object to the ballot proposal.  Also, in earlier years many ballots failed to be approved because not enough Members voted one way or another, so new voting rules were adopted in 2007-08 to lower the number required for a quorum.

My own reaction is that the quorum and voting bar is currently set too low.  Others on yesterday's call expressed similar concerns, and asked me to present alternatives that can be discussed at our face-to-face meeting next week in New York.

Here are some ideas for consideration - this in not presented as a specific proposal or ballot.

Where are the current quorum and balloting rules found?

In Ballots 4 and 5, which can be found on our wiki.  These ballots were adopted in 2007-08.  There is also a "quorum calculator" The quorum rule reads as follows:

"A ballot result will be considered valid only when more than half of the number of currently active members has participated. The number of currently active members is the average number of member organizations that have participated in the previous three meetings (both teleconferences and face-to-face meetings)."

According to the quorum calculator, as of Sept. 6, only 10 Member companies had participated in teleconferences or meetings during the previous three meetings (the teleconferences on Aug. 9 and 26, and the call on Sept. 6), so the minimum required for a quorum was set at 6 Members.  Please note that actual voting on Ballots is not counted as "participation" for purposes of calculating a quorum, nor is posting of messages on the Forum list-serv - only participating in calls or at face-to-face meetings.

The voting rule reads as follows:

"In order for the motion to carry, two-thirds or more of the votes cast by the permanent members in the CA category must be in favor of the motion, and at least 50% plus one of the votes cast by the permanent members in the browser category must be in favor of the motion".

The voting rules for CA only require approval of 2/3 "of the votes cast" by CAs, and only "50% plus one of the votes cast" by browsers.  If no votes are cast by CAs or by the browsers as a group, there is no minimum threshold and a ballot can be approved by a positive vote of the other group.

Possible changes to voting rules and quorum rules

1.  Voting rules: A Member's failure to vote could be interpreted as acquiescence or indifference, but it does not reflect support.  It doesn't seem right that a ballot could pass without any affirmative votes from either the browsers or the CAs as separate groups - that doesn't seem like "substantial consensus."

A simple solution is to change the voting rules as follows:

"No ballot will be adopted without at least one affirmative vote from the permanent members in the CA category and at least one affirmative vote from the permanent members in the browser category."

2.  Quorum rules:  There are more possibilities for changes to the quorum rules.

(a) If the Forum adopts an annual membership fee as a condition to membership - all members who pay the annual membership fee shall be counted for purposes of calculating a quorum (as payment of a fee indicates current activity).  There would be no separate requirement of attending calls or meetings, or casting votes.

Otherwise, if there are no annual membership fees:

(b)  We could extend the period of "look-back" time to determine activity from the present "previous three meetings" to "previous three [or six] full calendar months plus any partial month at the time the quorum requirement is being calculated."

(c)  We could include voting and/or posting messages on the CABF private or public list-serv during the calculation period as evidence of "activity", not just participating on a call or in a meeting.  However, this would require someone to do lots of checking and calculations to maintain the quorum requirements, which is an administrative burden.

(d)  We could send a standard email message every 3 months to listed Forum member saying, in effect, "This message is to confirm that you are still and active member of the Forum.  If you are active, please hit Reply and respond to this message.  If we don't hear from you within 10 days, we will move your company to Inactive status for quorum purposes (but you can still vote on ballots and post to the list-serv)."  If we don't hear back within 10 days, we would send one further message with a 10 day time limit.  After that, the company would not count for quorum purposes unless and until it responds to the quarterly quorum check message or actually votes on a matter.

      The advantage of this approach is that it would be relatively easy to send the quorum message once a quarter, and count the responses.

(e)  If the one-week voting period for a ballot comes to an end and the ballot will fail for lack of a quorum, we could have a rule that automatically extends the voting by a second week, and then send a message to all Members "This ballot is about to fail for lack of a quorum.  Voting has been extended by one week.  Please vote so we can reach a quorum!"

(f)  Some combination of the above.

It is possible that some ballots will fail because of lack of a quorum, but to me this is an indication that there is not "substantial consensus" to approve the ballot issues - either there was lack of support, or even passive opposition to the matter.  In my opinion, it would be better to approve fewer ballots (but build stronger support for those ballots) than to pass many ballots with only shallow support from the Members.

We can discuss this at our meeting next week if there is time on the Agenda.

Kirk R. Hall
Operations Director, Trust Services
Trend Micro
+1.503.243.5405


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