[cabfpub] Governance Reform Discussion

[Ben Wilson]

Gerv,
On your first issue (e.g. achieving quorum to establish a new working group), I think quorum would have to be re-defined.  Right now it is half of the number of members attending the last 3 Forum meetings/calls.  
On your second issue (voting rights at the Forum level), maybe this issue will be resolved partially with a resolution of the first issue, but I don't know how others feel about it--maybe eliminating voting classes is the best option.
We have a call in about 10 minutes where we'll discuss.
Ben

-----Original Message-----
From: Gervase Markham [mailto:gerv at mozilla.org] 
Sent: Monday, August 29, 2016 9:53 AM
To: Ben Wilson <ben.wilson at digicert.com>; CABFPub <public at cabforum.org>
Subject: Re: [cabfpub] Governance Reform Discussion

On 16/08/16 19:59, Ben Wilson wrote:
> 5. Voting rules would be uniform at the Working Group and Forum level, 
> and would be essentially the same as today.  At the Working Group 
> level, guidelines would be adopted upon approval of 2/3 of CA members 
> and a majority of non-CA members (e.g. browsers, software application 
> suppliers – see 2 above).  At the Forum level, most actions such as 
> amendment of the Bylaws (including creation of new Working Groups) 
> would require approval of 2/3 of CA members and a majority of non-CA 
> members (browsers, software application suppliers, and other non-CA 
> voting members, in the aggregate).

The second part of this (Forum-level voting) is potentially problematic.
Could I ask what other models were discussed by the WG, if any?

The issue I see is that if there are 5 non-CA members (browsers) in the Web/Server Working Group, but 20 non-CA members in the Code Signing Working Group and 30 in the S/MIME WG (or some other disproportionate distribution of non-CA members across the WGs) then we might run into some problems.

Firstly, we might have a quorum problem if we were setting up a new WG for some other browser-related type of certificate that was not of interest to S/MIME or Code Signing people (say, client certs). Even if all 5 browser members voted Yes, if the other members didn't bother to vote, the motion could fail.

Secondly, a company which is a member of all 3 WGs could be argued to have more skin in the game than a company which is a member of just one
- but they only get one vote. Conversely, one could argue that if the Web WG was responsible for the majority of the forum's activity, non-CA members there should have more clout. Or you could say companies which actively participate should have more say. There are several ways one could argue that some companies are more important than others; do we just throw up our hands and say "one member, one vote" or is there a better way?

I realise this is a hard problem to solve; perhaps before we propose concrete solutions, we need to step back and say: what level of consensus do we think is appropriate among the disparate non-browser members for forming new working groups, many of which might be entirely irrelevant to them, or even that they may wish not to exist for competitive reasons?

Gerv
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