[cabfpub] Ballot SC5: Election of Server Certificate Working Group Vice Chair

[Kirk Hall]

I don’t agree – I think Bylaw Sec. 4.1 on Election of Officers stands on its own, and *requires* a ballot after the close of the nominating period, whether or not there is a proposer or two endorsers:

(c) Manner of holding officer elections: If a single individual is nominated for a position, the Forum *will* hold a ballot to confirm appointment of the nominee. For the confirmation ballot, each Member is entitled to a single vote regardless of the number of participating Member representatives or whether the Member is categorized as a Certificate (or Root Certificate) Issuer or a Certificate Consumer. ***

If more than one candidate is nominated for Chair or Vice Chair, the Forum *will* announce an election ballot to determine which candidate will fill the position. Within two weeks after the close of the nomination period, the Chair or Vice Chair will establish an election committee ***

The Bylaws say we “will” hold a ballot, not “may”, and the Bylaws can’t force any member to be a proposer or endorser – so I think this section stands on its own, and requires that we hold a ballot without having to find a proposer and two endorsers (which is just common sense as well).

In contrast, all other ballots of the Forum are proposals by a Member for adoption of or for changes to Requirements, Bylaws, or Charters.  By their nature, these proposals are new ideas and *need* a proposer, or else there would be no ballot in the first place.  Years ago, when we came up with informal rules for how to adopt new proposals, we decided any proposal should also have two endorsers to show some support in the Forum before a vote – so we added the requirement of two endorsers before a proposal would be put to a vote.

About two years ago, when we modified our Bylaws to make sure we were complying with our IPR Agreement, we added Section 2.4 that only applies to Draft Guideline Ballots, and we put the general rules for ballots in Bylaw 2.3 that apply to “all” ballots.  But for the reasons stated above, I don’t believe Bylaw 2.3 overrides the requirement of Bylaw 4.1 that we *will* hold a ballot to confirm or elect an officer after nominations close (the nominations are, in effect, the proposal by the candidates).

Rather than arguing about something that’s not really a major issue for the Forum and only happens every two years (after all, Ballot SC5 only has one candidate, and Ballot Forum-5 only has two candidates – pretty basic choices where Members can express their preferences by voting), here is a simple solution: if any Member thinks we should have a proposer and two endorsers for election ballots under Bylaw 4.1 – please go ahead and announce you are a proposer or an endorser of the two ballots (Forum-5 and SC5).  I will happily append that information to each ballot, so we are covered no matter who is right on this issue.  OK?  And if no one comes forward, we will simply proceed with the ballots as is.

It looks like we have other Bylaws clarifications we want to consider in the future (including membership requirements), so I suggest the Governance Change Working Group add this issue to the list – Does the election of officers under Bylaw 4.1 require a proposer and two endorsers, or not?

________________________________
Bylaws section 2.3 ("General Provisions Applicable to all Ballots") says "Any proposed ballot needs two endorsements by other Members in order to proceed." The language in section 4 describing "confirmation ballots" and "election ballots" appears to fall under this requirement.

On Thu, Sep 6, 2018 at 3:33 PM Kirk Hall via Public <public at cabforum.org<mailto:public at cabforum.org>> wrote:
DigiCert has not specified the concerns it has with the form of ballot.

From: Ryan Sleevi [mailto:sleevi at google.com<mailto:sleevi at google.com>]
Sent: Thursday, September 6, 2018 3:14 PM
To: Kirk Hall <Kirk.Hall at entrustdatacard.com<mailto:Kirk.Hall at entrustdatacard.com>>; CABFPub <public at cabforum.org<mailto:public at cabforum.org>>
Subject: [EXTERNAL]Re: [cabfpub] Ballot SC5: Election of Server Certificate Working Group Vice Chair

Doesn't this ballot have the same issues with compliance to our Bylaws that DigiCert noted? That is, consistency with Section 2.3 of the Bylaws?

On Thu, Sep 6, 2018 at 5:17 PM Kirk Hall via Public <public at cabforum.org<mailto:public at cabforum.org>> wrote:
Ballot SC5:  Election of Server Certificate Working Group Vice Chair – Term Nov. 1, 2018 – Oct. 31, 2020


-Motion begins-

In accordance with Bylaw 4.1(c), Wayne Thayer is hereby elected Vice Chair of the Server Certificate Working Group for a term commencing on November 1, 2018 and continuing through October 31, 2020.

-Motion ends-


The procedure for approval of this ballot is as follows:

Votes should be either “Yes” or “No”, and should be sent to the Public list.

Voting period: (7 days)

Start Time: Thursday, September 6 at 11:00 am Eastern Time

End Time: Thursday, September 13, 2018 at 11:00 am Eastern Time

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