I've been meaning to get this out since the F2F -
Ballot FORUM-__: Charter to Establish a Bylaws Working Group Purpose of Ballot As a necessary aspect of good governance, the CA/Browser Forum must maintain its Bylaws to ensure that the organization meets the needs of its Members and Interested Parties. It is proposed by Ben Wilson of DigiCert and endorsed by _____ of _____ and _____ of ______ that the Forum charter a working group to operate in accordance with the Scope and other provisions that follow. This Charter will take effect upon approval of the CAB Forum by ballot conducted in accordance with section 5.3 of the Bylaws. - BALLOT BEGINS - Bylaws Working Group Charter A Chartered Working Group is ("CWG") is created to perform the activities as specified in this Charter, subject to the terms and conditions of the CA/Browser Forum Bylaws and Intellectual Property Rights (IPR) Policy, as such documents may change from time to time. The definitions found in the Forum's Bylaws shall apply to capitalized terms in this Charter. 1. Scope The authorized scope of the CWG shall be to discuss, evaluate, recommend, draft, and present to the Forum-at-large proposals of changes to the Bylaws, limited as follows: (a) Review the criteria and process for membership in the CA/Browser Forum, especially as it relates to membership in Working Groups of the Forum; (b) Review the Bylaws requirements and provisions for the establishment of subcommittees of Working Groups and their distinction from Working Groups of the Forum; (c) Review the requirements for establishing Working Groups and subcommittees of the Forum, specifically the requirements for records-keeping and management structures; (d) Provide a set of specific recommendations to the Forum of improvements or alterations to the Bylaws that would clarify, ease, or strengthen the above; (e) Respond with recommendations when tasked by other Chartered Working Groups or the Forum Chair to provide recommended Bylaws changes for other problems, or for the common interpretation of a provision, provided that such request is in an email sent to the Public Mail List. 2. Out of Scope The CWG SHALL NOT: (a) Act as arbiter or judge of Bylaws interpretations; (b) Revise or adopt changes to the Bylaws-it acts in an advisory capacity only; (c) Create or adopt Final Guidelines or Final Maintenance Guidelines as defined in the Bylaws and IPR Policy; or (d) Impose other requirements upon the rest of the Forum. 3. Charter Expiration The CWG is chartered for one (1) year, effective on ballot approval, after which it expires. The charter may be extended in accordance with Bylaw 5.3.2(b), or dissolved as specified in Bylaw 5.3.2(c). 4. Personnel and Participation a. Initial Chairs and Contacts The proposer of the ballot, Ben Wilson, will act as chair of the CWG until the first Working Group Teleconference, at which time the group will select a chair and vice-chair pursuant to Section 5(a) below. The chair and vice-chair will serve one-year term(s) or until they are replaced, resign, or are otherwise disqualified. b. Members Eligible to Participate There are no eligibility requirements. All Members may participate. Membership or participation in the CWG does not alone qualify any participant for Forum membership. c. Membership Declaration In accordance with the IPR Policy, Members that choose to participate in the CWG MUST declare their participation and must do so prior to participating. The Chair of the CWG shall establish a list for declarations of participation and manage it in accordance with the Bylaws, the IPR Policy, and the IPR Agreement. 5. Voting and Other Organizational Matters (a) All decisions, including elections and other voting, will be made on a consensus basis (and not pursuant to Bylaw 2.3 or 4.1). Where consensus cannot be reached, then decisions shall be made by simple majority. For clarity, simple majority means voting, egalitarian-based as a single class, with one vote granted to each Member organization. A decision is adopted if the number of votes cast meets Quorum, and the number of votes in favor exceeds fifty percent (50%) of the votes cast. Quorum is defined as the larger of three (3) or the average number of Member organizations that have participated in the last three (3) CWG Meetings or Teleconferences (not counting subcommittee meetings thereof). For transition purposes, if three (3) meetings have not yet occurred, quorum is three (3). (b) Proponents of minority positions or recommendations may also present their positions or recommendations to the Forum at large. (c) The CWG may form subcommittees in accordance with Section 5(a) above. 6. Summary of Major Deliverables The deliverables of the CWG are defined in the Scope section above. 7. Primary Means of Communication (a) The CWG shall appoint a webmaster to maintain the CWG's pages on the wiki and the Forum's Public Web Site. (b) The CWG will communicate primarily through listserv-based email in accordance with Bylaw 5.3.1(d). The CWG List shall be available to the public, who will not have posting privileges (i.e. anyone may subscribe to receive messages and the list may be crawled and indexed by Internet search engines). (c) The CWG shall conduct periodic calls or face-to-face meetings as needed. Proceedings, minutes, and agendas shall be made public in accordance with Bylaw 5.2. 8. IPR Policy As with all Forum Working Group activity, the IPR Policy, v1.3 or later, shall apply to all activities and work of the CWG. --- MOTION ENDS--- The procedure for approval of this ballot is as follows: Discussion Period (7 days): Start Time: _____ 2018 at 0900 UTC End Time: _____ 2018 at 0800 UTC Vote for Approval (7 days): Start Time: _______ at 0900 UTC End Time: _______ at 0900 UTC
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