Just to clarify, I'm absolutely behind Don's approach of updating the bylaws to match how the organization is currently running! I believe these seven questions aren't quite in line with how we're operating or are a change that I'm missing the background behind making.

--David

On Aug 10, 2009, at 5:37 PM, David Recordon wrote:

Some questions (and moving this to the public list since it doesn't need to be private):

- The difference in definition of Sustaining Member and Community Member seems to be in Exhibit A (the dues schedule) though the qualification text seems identical in Section 3.1(b). This document structure seems awkward and confusing if you're not already familiar with how the Foundation has operated. - In 3.1(c), why are we removing, "Each member shall have the right to vote on each matter submitted to a vote of the members of the corporation"? - In 4.9 why are we removing the ability for action by written ballot on regular meetings and keeping it only for annual and special meetings? - 5.2(b) says that, "The Community Members shall elect the number of directors (“Community Directors”. Given 3.1(b), wouldn't that mean that Sustaining Members are not eligible to vote for Community Directors? - 5.15(b) has a comment asking if removal of a director by a 75% vote of the other directors should be limited to community directors. I do not believe that it should be limited. - 5.15(c) used to provide a means for the Membership to remove any director. This has been changed to limit the Membership to only be able to remove community directors. As with my previous comment, I think that any extremely unlikely removal situation should be possible for all directors. Whether it is a person or a company, if 75% of the board votes to remove them or the Membership does, that ultimately places the Membership in control of the Foundation as I believe it should be. - I don't think that 7.4(a) correctly represents the current makeup of the Executive Committee.

Thanks,
--David

<WSComparison_#336132v3_AW_ - FINAL Bylaws - OpenID Foundation (Effective 6_18_07) DO NOT MODIFY-#361.DOC>

On Aug 10, 2009, at 5:20 PM, David Recordon wrote:

Hey John,
Thanks for the reminder!

Is there any reason why we need to discuss these changes in private?

--David

On Aug 10, 2009, at 4:56 PM, John Ehrig wrote:

Hi All,

Just a quick reminder that today is the deadline to send comments to the v1.5 bylaws….

From: John Ehrig
Sent: Monday, August 03, 2009 11:58 AM
To: [email protected]
Subject: Bylaws v1.5 - Action Required

Hi All,

Please review the attached marked and clean copies of the first amended and restated OIDF bylaws.

This is what we are calling v1.5 that will bring the bylaws officially up-to-date as of all changes discussed prior to 5/08.

We want to call for a vote to approve v1.5 asap, so please send me any questions, concerns, suggestions by COB Monday 8/10.

In the 4Q09, we will begin a full review to see what changes are needed post 5/08 and ensure that they are incorporated and approved for v2.0

Please let me know if you have any questions.

Thanks!

<WSComparison_#336132v3_AW_ - FINAL Bylaws - OpenID Foundation (Effective 6_18_07) DO NOT MODIFY-#361.DOC><First Amended & Restated Bylaws.DOC>
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