Discussion on Confidence motions

[Andrew van der Stock]

Hi everyone,

Following up on our discussion from the November board meeting. I'd like to change the current confusing bylaw to something that is far clearer than meets the objectives.

Clearing up the confusion of what 75% after each tabulation means (does it mean in a 12 month period? Does it mean so far this year?), I'd like it to be much simpler:

• No later than 7 days prior to each general or special meeting, the Foundation will determine if any Board members have missed 4 or more scheduled general or special meetings in each calendar year and add an attendance discussion item.
  
• If a Board member has missed 4 or more general or special meetings, a mandatory affirmative vote of confidence is required each time a meeting is missed.
  
• The residual members of the Board shall hold a vote no later than at the next general Board meeting, by choosing one of the following:
  
  • Bring a vote of confidence immediately during the current general or special Board meeting; or
    
  • Schedule an e-vote to take place within 7 days; or
    
  • Schedule a vote at the next scheduled general Board meeting.
    
• A majority of the residual Board (4/6) must affirm confidence in the Member to pass the motion. If a tie occurs, the Chair (or Vice-Chair if the motion is about the Chair) shall have the deciding vote
  
• If the motion of confidence fails, the Board shall direct membership to vote in an electronic poll to remove the Board member. The Foundation will hold this poll prior to the next general board meeting. A simple majority is required to remove the Board member.
  

This clarifies the pre-conditions for a vote of confidence that is missing in our current bylaws. I believe it is much easier for the Board and Foundation to interpret and provide compatibility with RONR 56:29-31 (choosing the third option for 56:29, which is the same bar as today).

Now, this means that a Board member can miss October - December with no consequences. If you want, an alternative is come up with an appropriate number of meetings over the Board member's entire term and then a percentage within a year. I'm happy for the Board to take this discussion on, because there are good reasons for folks to miss a meeting here or there, but I'd like for the confusion to be eliminated in any policy setting you do choose.

thanks,

Andrew

[Martin Knobloch]

Hi Andrew, et all,

In my opinion, 4 meetings is too high of an threshold and would suggest a vote of confidence after missing 3 meetings in total or in case of missing 2 consecutive meetings. 

Kind regards,
-martin

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[Avi D (OWASP Israel)]

Just want to point out that the original rule of “at least 75%” of meetings means it is “okay” to miss 3 (not counting special meetings). Whether they are consecutive is IMO an interesting point as well – 3 meetings over a year IMO is not too terrible, but a whole quarter is something else entirely (unless there is a darn good reason).

 

I do want to raise a couple of additional points:

1. Should the vote be held even if the Board member is not present at the meeting when the vote is being held? Should they not be allowed to present their case (if there is a valid reason), or should an email explanation suffice?

 

2. What should happen in the case of TWO board members needing affirmative confidence vote, in the same meeting/period? Do they participate in each other’s vote, and if so who goes first? If not, a simple majority of the residual board would be 3/5?

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