OWF: Board Resolution 1

[Brady Brim-DeForest]

RESOLUTION NUMBER 1

A RESOLUTION TO ESTABLISH A LEGAL AFFAIRS COMMITTEE

WHEREAS, the Board of Directors of the Open Web Foundation deems it to be in the best interests of the Foundation and consistent with the Foundation's purpose to create an Executive Committee charged with establishing and managing  legal policies based on the advice of legal counsel and the interests  of the Foundation; and 

NOW, THEREFORE, BE IT RESOLVED that an Open Web Foundation Executive Committee, to be known as the "Legal Affairs Committee", be and hereby is established pursuant to the Bylaws of the Foundation; and

BE IT FURTHER RESOLVED that the Legal Affairs Committee be and hereby is responsible for establishing and managing legal policies based on the advice of legal counsel and the interests of the Foundation; and 

BE IT FURTHER RESOLVED that the persons listed immediately below be and hereby are appointed to serve as the initial members of the Legal Affairs Committee: 

• Ben Laurie
    • David Rudin
    • DeWitt Clinton
    • Eran Hammer-Lahav
• Gabe Wachob
    • Geir Magnusson
    • Jim Jagielski
    • Lawrence Rosen 
    • Pelle Braendgaard 
    • Simon Phipps
    • Stephan Wenger 

PASSED AND ADOPTED this the 18th day of Setptember, 2008 by the Board of Directors of the Open Web Foundation.

Signed and dated by the President of the Board of Directors of the Open Web Foundation on this the 18^th day of September, 2008. 

ATTEST: APPROVED:

Signature:  Brady Brim-DeForest Signature: David Recordon

Name: Brady Brim-DeForest Name: David Recordon

Secretary of the Board President of the Board

CERTIFICATION

I HEREBY CERTIFY that the foregoing is a true and correct copy of a resolution regularly presented to and adopted by the Board of Directors of the Open Web Foundation via a roll call mailing-list vote held between the 16th and 18th days of September, at which a quorum was present and voted, and that such resolution is duly recorded in the minute book of this corporation; that the officers named in said resolution have been duly elected or appointed to, and are the present incumbents of the respective offices set after their respective names; and that the signatures set above their respective names are their true and genuine signatures. 

     

Brady Brim-DeForest

Secretary of the Board

--
Brady Brim-DeForest
www.brimdeforest.com

[Marc Canter]

here here

[Lawrence Rosen]

You refer to the people listed as the "initial members of the Legal Affairs Committee." Does the Committee have the authority to control its own membership, or does it go back to the Board of Directors to add people?

 

/Larry

 

 

---

[John Kemp]

Lawrence Rosen wrote:
> You refer to the people listed as the "initial members of the Legal
> Affairs Committee." Does the Committee have the authority to control its
> own membership, or does it go back to the Board of Directors to add people?

And do "ordinary members", or those on this email list get to nominate
and/or eventually vote on members of this or any other committee?

- johnk

>
>
>
> /Larry
>
>
>
>
>
> ------------------------------------------------------------------------
>
> *From:* open-web...@googlegroups.com
> [mailto:open-web...@googlegroups.com] *On Behalf Of *Brady
> Brim-DeForest
> *Sent:* Friday, September 19, 2008 9:12 AM
> *To:* open-web...@googlegroups.com
> *Subject:* OWF: Board Resolution 1
>
>
>
>
>
> RESOLUTION NUMBER 1
>
> *A RESOLUTION TO ESTABLISH A LEGAL AFFAIRS COMMITTEE*
>
>
>
> *WHEREAS*, the Board of Directors of the Open Web Foundation deems it to

> be in the best interests of the Foundation and consistent with the
> Foundation's purpose to create an Executive Committee charged with
> establishing and managing legal policies based on the advice of legal
> counsel and the interests of the Foundation; and
>
>
>

> *NOW, THEREFORE, BE IT RESOLVED* that an Open Web Foundation Executive

> Committee, to be known as the "Legal Affairs Committee", be and hereby
> is established pursuant to the Bylaws of the Foundation; and
>
>
>

> *BE IT FURTHER RESOLVED* that the Legal Affairs Committee be and hereby

> is responsible for establishing and managing legal policies based on the
> advice of legal counsel and the interests of the Foundation; and
>
>
>

> *BE IT FURTHER RESOLVED* that the persons listed immediately below be

> and hereby are appointed to serve as the initial members of the Legal
> Affairs Committee:
>
>
>
> • Ben Laurie
> • David Rudin
> • DeWitt Clinton
> • Eran Hammer-Lahav
> • Gabe Wachob
> • Geir Magnusson
> • Jim Jagielski
> • Lawrence Rosen
> • Pelle Braendgaard
> • Simon Phipps
> • Stephan Wenger
>
>
>

> *PASSED AND ADOPTED* this the 18th day of Setptember, 2008 by the Board

> of Directors of the Open Web Foundation.
>
>
>
> Signed and dated by the President of the Board of Directors of the Open

> Web Foundation on this the 18^th day of September, 2008.
>
>
>
> *ATTEST:
> *
> *APPROVED:*

>
> Signature: Brady Brim-DeForest Signature: David Recordon
>
> Name: Brady Brim-DeForest Name: David Recordon
>
> Secretary of the Board
> President of the Board
>
>
>
>
>
>
>

> *CERTIFICATION*

>
>
>
> I HEREBY CERTIFY that the foregoing is a true and correct copy of a
> resolution regularly presented to and adopted by the Board of Directors
> of the Open Web Foundation via a roll call mailing-list vote held

> between the 16th and 18th^ days of September, at which a quorum was

> present and voted, and that such resolution is duly recorded in the
> minute book of this corporation; that the officers named in said
> resolution have been duly elected or appointed to, and are the present
> incumbents of the respective offices set after their respective names;
> and that the signatures set above their respective names are their true
> and genuine signatures.
>
>
>
> Brady Brim-DeForest
>
> Secretary of the Board
>
>
>
>
>
>
>
>
> --
> Brady Brim-DeForest

> www.brimdeforest.com <http://www.brimdeforest.com>
>
>
>
> >

[Eran Hammer-Lahav]

Does it matter right now? Anyone who wanted to be part of it, is.

EHL

> -----Original Message-----
> From: open-web...@googlegroups.com [mailto:open-web-
> dis...@googlegroups.com] On Behalf Of John Kemp
> Sent: Saturday, September 20, 2008 11:12 AM
> To: open-web...@googlegroups.com

> > * Ben Laurie
> > * David Rudin
> > * DeWitt Clinton
> > * Eran Hammer-Lahav
> > * Gabe Wachob
> > * Geir Magnusson
> > * Jim Jagielski
> > * Lawrence Rosen
> > * Pelle Braendgaard
> > * Simon Phipps
> > * Stephan Wenger

[Stephan Wenger]

I think there is a value of having at least informal rules established
early. Before the trolls arrive. Once the OWF rises to prominence, or at
least relevance, there will be trolls, and you do want to have a mechanism
to keep then out of your hair. Before said trolls arrive.
Regards,
Stephan

[Robin Cover]

In addition to which: if prominence/relevance or other factors induce
people to change their mind, and desire to become a player, we would
not want to infer that such persons have newly found friendship with trolls.

- Robin

--
Robin Cover
WWW: http://xml.coverpages.org
Tel: +1 (972) 296-1783

[David Recordon]

IIRC Apache allows it's PMCs to add and remove members by a vote of
the PMC. The Board should have as little control as possible as to
encourage a healthy and diverse community.

--David

---
Sent from my iPhone classic.

[Art Botterell]

At the risk of being labeled a troll, perhaps, I'd suggest that yes,
the future matters. Some of us outside the initial circle may wonder
whether this activity is relevant to us... an in particular, what
notions of "openness" actually apply.

So if this is intended to be a private party please let the rest of us
know so we can leave quietly.

- Art

[DeWitt Clinton]

Oh come now, Art.  You joined the mailing list yesterday.  It's a bit too early to say that this isn't open.  At least give it a chance before implying otherwise.

A majority of the committee is comprised of people who started participating after the OWF was initially created.  I don't see any cause for concern.

-DeWitt

[Ben Laurie]

On Thu, Sep 25, 2008 at 7:56 AM, David Recordon <reco...@gmail.com> wrote:
>
> IIRC Apache allows it's PMCs to add and remove members by a vote of
> the PMC.

You are correct, though they are required to notify the board.

[John Kemp]

David Recordon wrote:
> IIRC Apache allows it's PMCs to add and remove members by a vote of
> the PMC.

OK.

So, as a member of this mailing list, I propose that OWF committees
(whose first representative should be the Legal Affairs Committee)
control their own membership and may add or remove members according to
a simple majority vote. Any addition or removal should require the
relevant committee to notify the OWF board.

Discussion? Vote?

- johnk

[DeWitt Clinton]

On Thu, Sep 25, 2008 at 9:27 AM, John Kemp <jo...@jkemp.net> wrote:

So, as a member of this mailing list, I propose that OWF committees
(whose first representative should be the Legal Affairs Committee)
control their own membership and may add or remove members according to
a simple majority vote. Any addition or removal should require the
relevant committee to notify the OWF board.

+1  I'm not much of a governance policy guy, but this sounds fine to me.  

One question, though: does the board fix the total size of the committee during the charter process, or is that also open to the committee to modify?

No strong feelings one way or the other, just wanted to get a better sense of your thinking here.

-DeWitt

[Chris Messina]

I think I'd +1 that proposal too.

I'm also not big on huge policy processes. I mean, I guess if a troll wants to come in and waste their and our time, they could -- but I think fundamentally if we limit the places where value or influence can accrue, we limit the purpose for such trolling (unless the interest is simply derailing the process).

This is where I think being able to defer to Apache in most cases will be useful for us. 

With the BarCamp and coworking communities, we've seen chaos theory in action -- where, through very minimal sets of rules and controls -- a great deal of expression and permutation has arisen.

If our goal is to produce some a basic IPR scheme and help people adopt it, I don't see how there's a terrible amount of room for trolling. Not that there won't be... but that the motivations might be somewhat scuttled through our adherence to prior art, and to sticking with a minimum number of overarching principles, goals and attitudes.

Chris

--
Chris Messina
Citizen-Participant &
 Open Source Advocate-at-Large
factoryjoe.com # diso-project.org
citizenagency.com # vidoop.com
This email is:   [ ] bloggable    [X] ask first   [ ] private

[Art Botterell]

On Sep 25, 2008, at 9/25/08 8:30 AM, DeWitt Clinton wrote:
> Oh come now, Art. You joined the mailing list yesterday. It's a
> bit too early to say that this isn't open. At least give it a
> chance before implying otherwise.

Please forgive me, DeWitt, if I touched a nerve.

Actually I was reacting to the somewhat self-satisfied tone I thought
I heard in another writer's response to a question from yet another
member, to wit: "Anyone who wanted to be part of it, is." Which to my
ear didn't sound particularly forward-looking or open or even
responsive to the question.

(Neither, for that matter, did your phrase "I don't see any cause for
concern," which to someone who doesn't know you might suggest you
think your own perceptions are the only ones that matter.)

But I hoped and still hope that I've misread all that, which is why I
made so bold as to share my reaction, even knowing I'd probably
receive some guff for my trouble. In the meantime, I hope you can
summon the empathy to imagine how a newcomer might feel like he had,
indeed, wandered into a private conversation already in process.

Obviously different folks do have different notions of what "openness"
means; if that weren't the case then I'm not sure what work the OWF
would have left to do. So I'm glad you've taken the opportunity to
share with this nascent community what you think on the subject. The
test, of course, will be how you work with folks who may approach
things differently.

- Art

[Jim Jagielski]

That is true, but that power was delegated to the PMC by a board resolution, which

requires that the board be notified of those changes as well...

As of now, this legal cmmt does not have that authority to do so, so the board

would need to formally delegate that if they so desire.