Per David Recordon's note please find below detail on the recent board votes on various resolutions. As we will discuss at today's board meeting; I have suggested that the board reconsider this general topic after the summer's focus on progressing working group initiatives but well before the end of year elections. I will be developing alternative resolutions during this period and consulting with OIDF board members, outside experts and counsel.
Don Thibeau Executive Director The OpenID Foundation http://openid.net One Company, One Vote Option A RESOLVED, that for board votes pertaining to allocation of funds, organizational bylaws, and IPR policy and procedures, when multiple board members are employed by the same company, the board members from that company collectively may cast at most one vote. Option B RESOLVED, that for board votes pertaining to allocation of funds, organizational bylaws, and IPR policy and procedures, when multiple board members are employed by the same company, the board members from that company collectively may cast at most one vote for a Sustaining Member and zero votes for a Corporate Member. Results: 20 members voted: For Option A: 10 (Popp, Sakimura, Harles, Jacobson, Ozburn, Nash, Nadalin, Frons, O'Mahony, Kissel) For Option B: 1 (Messina) Against both options: 9 (Recordon, Bradley, Tom, Mata, Dingle, Sachs, Shepard, Smarr, Hardt) Abstain: 0 Directed Funding Guidelines Option A RESOLVED, that 100% of a sustaining member's annual dues must be paid on their renewal date; 50% ($25,000) to be allocated to the OIDF general fund and 50% ($25,000) may be allocated to Approved Projects as determined by the sustaining member. Any member's dues that have not been obligated by the end of the calendar year will be transferred and committed to the OIDF general fund. Approved Projects are any projects put forward by any board committee. The board may vote to disqualify any Approved Project that places significant legal risk on the Foundation. Option B RESOLVED, that 100% of a sustaining member's annual dues must be paid on their renewal date. The Board will approve the General Fund budget in advance of every fiscal year to cover required organizational and infrastructure services and programs. All Sustaining Member dues in excess of the General Fund budget will be allocated to a Directed Investment Project Fund (DIPF). Any DIPF resources that have not been obligated by the end of the calendar year will be transferred and committed to the OIDF general fund. FURTHER RESOLVED, programs or projects beyond those approved in the General Fund budget can be proposed by board members or working groups for funding from the DIPF. The board may vote to disqualify any such programs or projects that place significant legal risk on the Foundation by a simple majority or by a 2/3 majority as being inconsistent the mission and priorities of the Foundation. Disposition of DIPF funds for specific programs or projects will be at the sole discretion of Sustaining Members on a pro rata basis until their full pro rata allocation has been depleted. Results: 20 members voted: For Option A: 1 (Hardt) For Option B: 10 (Tom, Messina, Mata, Sakimura, Harles, Jacobson, Nash, Frons, Kissel, O'Mahony) Against both options: 9 (Recordon, Bradley, Popp, Dingle, Sachs, Shepard, Smarr, Ozburn, Nadalin) Abstain: 0 Clarification of Funding Allocations RESOLVED, that any member may choose to allocate 100% of their annual OIDF membership dues to the OIDF general fund at any time. Results: 19 members voted: Yes: 10 (Bradley, Tom, Shepard, Sakimura, Harles, Jacobson, Nash, Hardt, Kissel, O'Mahony) No: 8 ( Messina, Popp, Dingle, Sachs, Smarr, Ozburn, Nadalin, Frons) Abstain: 1 (Recordon) Clarification of Funding Options RESOLVED, that any member may contribute funds above and beyond their annual OIDF membership dues for the OIDF general fund or for approved projects. Results: 18 members voted Yes: 15 (Recordon, Bradley, Tom, Messina, Popp, Mata, Dingle, Shepard, Sakimura, Harles, Jacobson, Ozburn, Nash, Hardt, Kissel) No: 3 (Sachs, Smarr, Nadalin) Abstain: 0 Community Directors Limits RESOLVED, the total number of community members on the Board will be capped at the current number of 11. Results: 20 members voted: Yes: 8 (Tom, Messina, Mata, Harles, Jacobson, Nash, Nadalin, Kissel) No: 10 (Recordon, Bradley, Dingle, Sachs, Shepard, Sakimura, Smarr, Ozburn, Hardt, O'Mahony) Abstain: 2 (Popp, Frons) Hardt Contract Proceed with final legal documentation and board package preparation and binding vote regarding the contract with Dick Hardt Results: 16 members voted: Approve: 4 (Ozburn, Nash, Nadalin, Frons) Not Approve: 10 (Recordon, Bradley, Tom, Messina, Popp, Mata, Dingle, Sachs, Shepard, Sakimura) Abstain: 2 (Smarr, Jacobson) -----Original Message----- From: [email protected] Sender: [email protected] Date: Thu, 15 Jul 2010 22:27:11 To: <[email protected]> Reply-To: [email protected] Subject: board Digest, Vol 43, Issue 8 Send board mailing list submissions to [email protected] To subscribe or unsubscribe via the World Wide Web, visit http://lists.openid.net/mailman/listinfo/openid-board or, via email, send a message with subject or body 'help' to [email protected] You can reach the person managing the list at [email protected] When replying, please edit your Subject line so it is more specific than "Re: Contents of board digest..." Today's Topics: 1. Re: OIDF ED Update: Resolutions, Results and Recommendations (Dick Hardt) ---------------------------------------------------------------------- Message: 1 Date: Thu, 15 Jul 2010 15:27:06 -0700 From: Dick Hardt <[email protected]> To: [email protected] Cc: [email protected], "David, Scott" <[email protected]> Subject: Re: [OpenID board] OIDF ED Update: Resolutions, Results and Recommendations Message-ID: <[email protected]> Content-Type: text/plain; charset="windows-1252" +1 to David's comments I would also like it clear that I abstained from the vote on the Hardt Contract. -- Dick On 2010-07-15, at 2:47 PM, David Recordon wrote: > Thanks Don. While this provides transparency into the voting results, all of our other meeting minutes include which directors voted for which options. As a community elected director I feel that it's important that the community who elected me know how I voted on these matters as well. > > Thanks, > --David > > > On Thu, Jul 15, 2010 at 2:37 PM, Don Thibeau (OIDF ED) <[email protected]> wrote: > Executive Summary > > OpenID Foundation Board of Directors? votes and results are always made public. Transparency is essential to the OIDF?s success. This is to fulfill that requirement (see below) and recommend a path forward. This is also background for the topic ?Resolution of the Resolutions? on next Wednesday?s board call agenda. As Dick Hardt and Chris Messina suggested, ?It's important to provide some context for the votes.? Six board votes were recently held online. I suggest the close votes be reconsidered in the fall, but in advance of the Board elections at the end of this year. The rational for a hiatus in reconsidering these issues is threefold; first many of the results are arguably a tie; second an argument can be made, due to the content of some of the resolutions the better threshold is the two thirds required for bylaws changes (Bylaws Section 5.1) and finally, disenfranchising community board members is a serious matter, the implications of which warrant additional review, pa rticularly in light of the first two issues. I hope board members will adopt a pragmatic not a legalistic view. > > Voting Report > > Two resolutions received votes sufficient to pass. These were: > > - RESOLVED, that any member may choose to allocate 100% of their annual OIDF membership dues to the OIDF general fund at any time. > > - RESOLVED, that any member may contribute funds above and beyond their annual OIDF membership dues for the OIDF general fund or for approved projects. > > Two resolutions clearly did not receive votes sufficient to pass. These were: > > - RESOLVED, the total number of community members on the Board will be capped at the current number of 11. > > - Proceed with final legal documentation and board package preparation and binding vote regarding the contract with Dick Hardt. > > Two resolutions results were ambiguous. These were: > > - RESOLVED, that for board votes pertaining to allocation of funds, organizational bylaws, and IPR policy and procedures, when multiple board members are employed by the same company, the board members from that company collectively may cast at most one vote. > > - RESOLVED, that 100% of a sustaining member?s annual dues must be paid on their renewal date. The Board will approve the General Fund budget in advance of every fiscal year to cover required organizational and infrastructure services and programs. All Sustaining Member dues in excess of the General Fund budget will be allocated to a Directed Investment Project Fund (DIPF). Any DIPF resources that have not been obligated by the end of the calendar year will be transferred and committed to the OIDF general fund. > > Board Action Items > > Of course, any director can propose any resolution at any time. Should the board wish to resolve the final two resolutions described above, new votes should be arranged, with additional prior discussion scheduled as needed. These follow-on votes could occur online, on next week?s board call, or not at all, depending upon whether the board wishes to continue pursuing these issues. Scott David, John Ehrig and I are, as always, resources to any board members who would like more information or formulate a board resolution for a future vote. The details of the votes follow. > > > Don Thibeau > > Executive Director > > The OpenID Foundation > > http://openid.net > > > > From: John Ehrig [mailto:[email protected]] > Sent: Wednesday, June 23, 2010 6:55 PM > To: Don Thibeau (OIDF ED) > Subject: Poll Results Summary > > > One Company, One Vote > > > Option A > > RESOLVED, that for board votes pertaining to allocation of funds, organizational bylaws, and IPR policy and procedures, when multiple board members are employed by the same company, the board members from that company collectively may cast at most one vote. > > > Option B > > RESOLVED, that for board votes pertaining to allocation of funds, organizational bylaws, and IPR policy and procedures, when multiple board members are employed by the same company, the board members from that company collectively may cast at most one vote for a Sustaining Member and zero votes for a Corporate Member. > > > Results (closed): > > 20 members voted: > > For Option A: 10 > > For Option B: 1 > > Against both options: 9 > > Abstain: 0 > > > > Directed Funding Guidelines > > > Option A > > RESOLVED, that 100% of a sustaining member?s annual dues must be paid on their renewal date; 50% ($25,000) to be allocated to the OIDF general fund and 50% ($25,000) may be allocated to Approved Projects as determined by the sustaining member. Any member?s dues that have not been obligated by the end of the calendar year will be transferred and committed to the OIDF general fund. Approved Projects are any projects put forward by any board committee. The board may vote to disqualify any Approved Project that places significant legal risk on the Foundation. > > > Option B > > RESOLVED, that 100% of a sustaining member?s annual dues must be paid on their renewal date. The Board will approve the General Fund budget in advance of every fiscal year to cover required organizational and infrastructure services and programs. All Sustaining Member dues in excess of the General Fund budget will be allocated to a Directed Investment Project Fund (DIPF). Any DIPF resources that have not been obligated by the end of the calendar year will be transferred and committed to the OIDF general fund. > > > FURTHER RESOLVED, programs or projects beyond those approved in the General Fund budget can be proposed by board members or working groups for funding from the DIPF. The board may vote to disqualify any such programs or projects that place significant legal risk on the Foundation by a simple majority or by a 2/3 majority as being inconsistent the mission and priorities of the Foundation. Disposition of DIPF funds for specific programs or projects will be at the sole discretion of Sustaining Members on a pro rata basis until their full pro rata allocation has been depleted. > > > Results (closed): > > 20 members voted: > > For Option A: 1 > > For Option B: 10 > > Against both options: 9 > > Abstain: 0 > > > > Clarification of Funding Allocations > > > RESOLVED, that any member may choose to allocate 100% of their annual OIDF membership dues to the OIDF general fund at any time. > > > Results (closed): > > 19 members voted: > > Yes: 10 > > No: 8 > > Abstain: 1 > > > > Clarification of Funding Options > > > RESOLVED, that any member may contribute funds above and beyond their annual OIDF membership dues for the OIDF general fund or for approved projects. > > > Results (closed): > > 18 members voted > > Yes: 15 > > No: 3 > > Abstain: 0 > > > > Community Directors Limits > > > RESOLVED, the total number of community members on the Board will be capped at the current number of 11. > > > Results (closed): > > 20 members voted: > > Yes: 8 > > No: 10 > > Abstain: 2 > > > > Hardt Contract > > > Proceed with final legal documentation and board package preparation and binding vote regarding the contract with Dick Hardt > > > 16 members voted (closed): > > Approve: 4 > > Not Approve: 10 > > Abstain: 2 > > > _______________________________________________ > board mailing list > [email protected] > http://lists.openid.net/mailman/listinfo/openid-board > > > _______________________________________________ > board mailing list > [email protected] > http://lists.openid.net/mailman/listinfo/openid-board -------------- next part -------------- An HTML attachment was scrubbed... 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