[OOTB-hive] [GOV] Draft by-laws

[Richard Esplin]

To your earlier point, I want to make my proposal very concrete.

Removing "committe vote" from the first sentence in the section on "Voting 
Members". The section on "Non-Voting Members" would need an additional 
sentence like "Non-Voting Members who are members of committees may 
vote equally with other members of their committees on subjects restricted to 
the affairs of those committees of which they are a member, but are not counted 
in general votes."

Voting should include a section on general votes:
* When a decision needs to be made by the Order as a whole, all voting members 
would participate. Non-voting members (such as Alfresco employees) would be 
excluded.
* Any member of the order can bring any item to a vote of the general 
membership by proposing it to the board and having the board vote in favor of 
a general vote.
* Changes to the by-laws must be approved by a general vote.

I'm sure that can be cleaned up, but that is my quick draft. I understand Jeff 
doesn't like the general idea, but I'm still not clear on how this specific 
proposal would undermine the independence of the Order in practice.

Richard

On Sunday, September 07, 2014 00:19:53 Richard Esplin wrote:
> In my proposed scenario, everyone on the committee would vote. Should the
> membership not like the decision of the committee, then it would be brought
> to a general vote where the Alfresco employees would not participate. The
> independence of the order is preserved.
> 
> I don't see any difference in our proposals as far as the independence of
> the Order. But my proposal optimizes the common case by allowing all
> members of a committee to participate equally.
> 
> Same would go for Oksana's example involving add-ons.
> 
> Of course if someone is aware of a clear conflict of interest, our standard
> should be to abstain from the vote. But everyone in the Order has their own
> reasons to participate which are not all in harmony. These differences
> create subtle conflicts. The only way to police that is to have a way to
> appeal beyond the committee. If there is a way to appeal beyond the
> committee, then we don't have to be as exclusionary in committee votes.
> 
> Richard
> 
> On Saturday, September 06, 2014 22:49:13 Jeff Potts wrote:
> > Let's use the web site as an example. Suppose that Alfresco makes a
> > feature
> > enterprise-only that we have implemented as a freely available add on. We
> > want to tout it on the web site but Alfrescans on the web committee fear
> > it
> > will harm sales. Now the Alfrescan is conflicted. How should they vote?
> > 
> > You and I both know this is a real scenario and we both know the likely
> > outcome based on past history.
> > 
> > Jeff
> > 
> > > On Sep 4, 2014, at 4:23 PM, Richard Esplin <richard.esplin at alfresco.com>
> > > wrote:
> > > 
> > > I have decided that I do not have a strong opinion about membership
> > > standards. I think both approaches could work fine.
> > > 
> > > I discussed voting criteria a bit with Jeff, and wanted to share my
> > > reasoning with the list.
> > > 
> > > Jeff pointed out that the current by-laws only discuss voting for the
> > > Board, and voting within a committee. I think we need to define the
> > > concept of a general vote.
> > > 
> > > The Board will be making most decisions without needing a vote.
> > > Committees
> > > will be making most decisions without needing a vote, and when they do
> > > vote, it would likely be in the context of their specific committee. But
> > > some decisions by the Board or by a Committee should be ratified by a
> > > vote of the general membership. And some disagreements will only be
> > > resolvable by a vote of the general membership. I expect these to be
> > > rare, but important. These are the types of votes where the Order needs
> > > to be independent of Alfresco corporate.
> > > 
> > > An example would be how we change the by-laws.
> > > 
> > > I think it makes sense for Alfresco employees to be excluded from these
> > > types of votes (though they can participate in the discussion).
> > > 
> > > However, I think it is important that all members of a committee
> > > participate equally in the voting within the committee. In Jeff's draft
> > > of the by-laws, he offers two examples to explain when voting is needed
> > > within a committee. Your second example about eliminating a section of
> > > the web site illustrates my concern about excluding Alfresco employees
> > > who are contributing on a committee. If I am on the web committee and
> > > trying to help maintain a section of the site, and there is a discussion
> > > about my section, I would feel very bad to be excluded from the vote
> > > that
> > > determines the future of that effort. Instead of potentially facing that
> > > scenario, it would be easier to not participate in the first place.
> > > 
> > > This problem is the worst on the smaller committees where we already
> > > struggle to find contributors and most need employees to assist.
> > > 
> > > I don't see how voting specific to a committee would compromise the
> > > independence of the Order, especially if there was a process for a
> > > questionable committee decision to be brought to a vote of the general
> > > membership where Alfresco employees would not have a vote.
> > > 
> > > I think this is an interesting conversation, and I have enjoyed seeing
> > > the
> > > various opinions about the goals and future of the Order. I'm glad we
> > > are
> > > being patient as we seek consensus.
> > > 
> > > Richard
> > > 
> > >> On Thursday, September 04, 2014 22:24:26 Boriss Mejias wrote:
> > >> Hi bees,
> > >> 
> > >> We had a very nice and constructive discussion today in the channel,
> > >> and
> > >> Ole made a good summary of it. Here are my two cents about membership
> > >> and
> > >> voting:
> > >> 
> > >> 1. Membership: I like the idea that we are going to accept membership
> > >> of
> > >> everyone who is willing to contribute. I don't see the Order of the Bee
> > >> as
> > >> the Hall of Fame of Community members that has already contributed, but
> > >> I
> > >> see it as the best place to make a contribution to the Alfresco
> > >> community.
> > >> That implies that we need to reward members who contribute more that
> > >> others. One way is the voting mechanism.
> > >> 
> > >> 2. Voting: If we allow the voting of Alfresco employees with a limited
> > >> %
> > >> of
> > >> participation, we raise another issue. Let's say we limit their
> > >> participation to 33%, and there are x Alfresco employees being members
> > >> of
> > >> the order. Let's say that those x members represent more than 33%. How
> > >> are
> > >> we going to decide which Alfresco employee can vote, and which one
> > >> cannot?
> > >> Maybe they will have to organize themselves to decide who uses the
> > >> available "seats". If they do that, the members holding a seat will be
> > >> the
> > >> "representatives" of the Alfresco employees in the order, and in a way,
> > >> representatives of Alfresco Inc. And there it goes our statement of
> > >> independent organization.
> > >> 
> > >> Something else, the amount of voting members will vary over time,
> > >> meaning
> > >> that we will need to ask the Alfresco employees to select new
> > >> representatives, or drop some. I think it complicates the overall
> > >> thing.
> > >> Hence, we need to decide whether every Alfresco employee can vote or
> > >> not.
> > >> In such case, I prefer that they can't vote to avoid problems, and also
> > >> to
> > >> protect them from the opinion Alfresco Inc can have on them: "Oh, so
> > >> you
> > >> voted on something for the order that is actually bad for the company!"
> > >> 
> > >> Regarding voting within a committee, it's also complicated, because the
> > >> work on the committees is crucial for the overall result of the order.
> > >> Also, everyone can participate in the discussions and proposals for
> > >> solutions. Voting is only we can't get an agreement. I would say that
> > >> Alfresco employees are free from any responsibility of voting, to
> > >> guarantee
> > >> the independence of the order, and to prevent them from having issues
> > >> with
> > >> Alfresco Inc.
> > >> 
> > >> 3. How do we reward Alfresco employees if they can't vote. We need to
> > >> have
> > >> a sort of public acknowledgement of contributors, independent of the
> > >> voting
> > >> system. Being publicly acknowledge will probably work better as a
> > >> motivator
> > >> than getting voting rights/responsibilities.
> > >> 
> > >> That's my opinion
> > >> cheers
> > >> Boriss
> > >> aka Bee Mejias
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