[cabfpub] Possible changes to quorum and voting rules

Jeremy Rowley jeremy.rowley at digicert.com
Tue Sep 25 03:41:40 UTC 2012

Hi Kirk, 


We can discuss this tomorrow, but I don’t think we should revise the voting rules and quorum requirements in the middle of governance reform because the proposals under consideration were supposed to address these types of concerns.  For example, DigiCert’s proposal included voting provisions with interested parties, and the quorum requirements are an important feature in our proposal.  We should wait until the current governance reform is complete.  


The current quorum requirements were established to accommodate both active participation by members and inactive participation by members without disrupting the Forum’s operations.  This quorum bar was intentionally set low to permit the Forum to make minor changes to guidelines without requiring a considerable number of votes while permitting both active and inactive members to vote on every issue.  This has resulted in minor changes having fewer, yet generally unanimous votes, while major milestones having a large number of votes.  For example, the IPR had 15 votes, the baseline requirements had 24 votes, and EV v1.3 had 22 votes.   


I don’t think members should be able to block a vote by silence.  Instead, we should expect members to voice their concerns and vote in opposition of proposals with which they disagree.



(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.


[JR] I strongly disagree.  This is mixing apples and oranges (quorum and voting rights).  We want to permit members to assume an inactive role in the forum at their discretion.  If they want to pay the minimal fee, then they can vote.  However, parties should not be able to block all Forum progress simply by not participating, especially where the fee is nominal now.  Essentially, this a voting rights issue, not a quorum issue, and it seems to fit in with a discussion of issues related to the governance proposals.


(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.”


[JR] This would not substantially change the quorum requirements.  The typical quorum requirement over the last year has been 7-8.  The drop to six is a result of members leaving the Forum over the IPR.  Extending the time will not affect the long-term average of attendance at the last three meetings. 


(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.


[JR]  Sometimes the small, incremental changes to the requirements are equally important to all CAs.  A change to quorum requirements would restrict the Forum’s ability to make these small changes.  Therefore, we feel the current number for quorum is appropriate.  


(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.


[JR] This seems too complicated to administer—especially if it is to be used to calculate quorum.  It also puts more weight on an artificial quarterly census, rather than ongoing active participation.


(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!”


[JR] I like this idea.  A lot of proposals fail for lack of quorum simply because everyone forgot about the vote during the review period.  Traditionally, we’ve had to re-do the entire process, including the review period. An extra week of voting for ballots failing to meet quorum helps prevent forgotten ballots and eliminates a lot of redundancy.  



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