[KI-LC] Charter Approval Process Proposal

[J. Trent Adams]

Bob and Brett -

I'm digging the detailed read on the Operating Procedure and how it
dovetails with these steps.  For the record, I don't think the LC was
proposing a modification to the rules, but rather to clarify the steps
from proposal to ratification.  The goal is to make it crystal clear for
a newcomer hopping on board, not rewriting previously well-considered
documents.

With that, it'd be great to hear from anyone else who wants to toss
their opinion into the mix.  Otherwise, I'll take a whack at a clean
rewrite (perhaps on the wiki) following this guidance.  I hope we can
close it out on the next call in order to put the process into practice.

IMO - I hope this process can be written in accessible language that's
devoid of the circumlocution that often characterizes a treatise
authored by those skilled in the legal arts.

Cheers,
Trent


Brett McDowell wrote:
> Trent,
>
> I commend you on thinking through and laying out such a complete
> process.  My observation would simply be that what you have outlined
> is nothing more than the process the Chair is employing, which --
> except when in direct conflict with bylaws or operating procedures (as
> Bob has pointed out and I have added a few more in my comments below)
> -- is simply under the purview of the Chair.  As the Acting Chair you
> are simply being highly transparent by laying this all out for
> everyone to review and comment on -- kudos to you!  But this doesn't
> appear to be a "policy" in the sense that it is either an addendum to
> the Operating Procedures or a new Controlling Document that the Board
> of Trustees would co-approve with the Leadership Council.  So I
> encourage you to carry on but not position this as a formal policy,
> simply how you'd like to facilitate these approvals in accordance with
> the Controlling Documents (which leaves many of the details to be
> sorted out/decided by the Chair).
>
> That being said, I have a few more specific comments on your planned
> process (see below).
>
> Brett McDowell | +1.413.652.1248 | http://info.brettmcdowell.com
>
> On May 29, 2009, at 7:28 PM, Bob Pinheiro wrote:
>
>> >From Step 13 below: "/Ratification requires a simple majority of the
>> full LC/."
>>
>> Not to be picky, but the Bylaws define a Simple Majority as "/more
>> than 50% of all those casting a vote (excluding abstentions)./" [Not
>> 50% of the full LC] 
>
>>
>>
>> >From Section 5.3 of the Bylaws: "/Approval for the formation of a
>> Work Group requires approval of the Work Group Charter by a Simple
>> Majority vote of the Leadership Council./"
>>
>
> Bob is correct and this is very important.  These voting %'s were
> chosen carefully and the "bar" was set rather "low" for approving WG
> charters deliberately by the founders.
>
>> So I'd propose replacing Step 13 with "/Ratification requires a
>> Simple Majority vote of the Leadership Council./"  [Meaning more than
>> 50% of those voting]
>>
>>
>> Also, just to be clear, I'd propose changing Step 5 to read: "/A
>> ratification vote date is set for no later than 30 days after
>> notification of the LC Secretary/."  [So as to be consistent with
>> Section 3.1 of the Operating Procedures: "/The Leadership Council
>> must consider any properly submitted proposal for the creation of a
>> Work Group and vote on it within thirty (30) days of its submittal to
>> the LC Secretary./"
>>
>> Now, if a vote on a proposed charter is delayed due to a deferral (as
>> in Step 12), does that mean that a new vote must still be scheduled
>> within 30 days of the original date of notification of the LC
>> Secretary, even if the next LC teleconference is after the 30 days? 
>> One way to be absolutely consistent with the Operating Procedures is
>> to "notify" the Secretary only after the initial LC discussion takes
>> place.  That would give the proposer 30 days to make any adjustments,
>> if there is a deferral.  If there is an immediate vote (and no
>> deferral), the Secretary would be "notified" during the call, prior
>> to the vote.
>>
>
> The Operating Procedures are unambiguous on this point... the vote
> must be taken within 30 days of the submission: "The Leadership
> Council must consider any properly submitted proposal for the creation
> of a Work Group and vote on it within thirty (30) days of its
> submittal to the LC Secretary".  Note this only starts the clock if
> the charter is "properly submitted" meaning everything was filled-out
> correctly and it had appropriate sponsorship.  
>
> It is not within the purview of the LC to change that requirement
> without first changing the Operating Procedures (which requires a
> co-approval by BoT).  Note: it doesn't mean the vote needs to pass,
> but it must be taken.  
>
>
>> Bob Pinheiro
>>
>> J. Trent Adams wrote:
>>> All -
>>>
>>> Following our call on Wednesday, we discussed formalizing a process for
>>> ratification of WG and DG charters.
>
> Again, I think this is fine as a way of getting everyone on the same
> page, especially in these early days.  But I don't see this as a
> formal Controlling Document/Policy of the organization.
>>> Based on the discussion, and in consideration of the Operating Policies
>>> (section 3.1) [1], I've worked up the following proposed process:
>>>
>>>  1. The proposed charter template is filled out and
>>>      sent to a staffer (e.g. Joni) to make sure it is
>>>      filled out correctly.
> That works for now, but once we have a LC Secretary all such charters
> need to be sent to that elected person.  They can (and I would
> recommend they should) be CC-ed to Joni as well.
>>>  2. Once it passes staff review, the staff adds the
>>>      proposed charter to the wiki and notifies the
>>>      LC Secretary that it is ready for LC review.
> I do not believe this is an accurate application of the Operating
> Procedures or their intent.  The intent here is that the actual LC
> Secretary will do this review and will be the point person for any
> charter application.  This is because the review is simply to catch
> administrative deficiencies with the charter.  For example, we
> "failed" do properly perform this review with the VIP Tech charter
> because that charter actually failed to meet one of the
> requirements... which I see Iain is now fixing.
>>>  3. The proposed charter is added as a topic to the
>>>      next LC teleconference for initial discussion.
> That depends on when the next LC teleconference call is.  Remember,
> the LC must vote on the proposal within 30 days (and the intent is to
> do so ASAP, which hopefully is less than 30 days under normal
> circumstances).
>>>  4. During the initial LC discussion, one of the
>>>      LC Members volunteers to help shepherd the
>>>      proposed charter through ratification by
>>>      reviewing it as well as guiding the proposers
>>>      through the process.
>>>
>>>      NOTE: I suggest that in case no one volunteers,
>>>      the LC Chair will (respectfully) assign it to
>>>      one of the members as deemed appropriate.
> I believe this is left someone open-ended in the Operating Procedures
> and I can appreciate why you are trying to close the loop and have a
> firm plan in hand for helping applicants through the process.  So I'd
> simply suggest a friendly edit that the Secretary is the default
> person to work with all applicants and therefore if the work load is
> unusually high (like right now!) I suggest the Secretary be the lead
> on delegating this duty to one of the members of the LC.  This just
> keeps the root responsibility with the Secretary which I think is
> appropriate given they are the point of contact for all applications
> and it's within their general scope of work.
>
>>>  5. A ratification vote date is set for no more than
>>>      30 days from when the charter is accepted by
>>>      the LC.
>
> This is another item that is simply in conflict with the Controlling
> Documents.  The 30 day clock starts when the charter is submitted to
> the LC Secretary.  This is deliberate.
>
> The other problem with this proposed modification to the process is
> that it essentially creates an extra approval.  Now all charters are
> approved twice... they are "accepted" then "ratified".  That is also
> in conflict with the Controlling Documents.  Charters as simply
> "approved".  They are assumed to be ready for approval when they are
> submitted to the LC Secretary.  In truth, it is highly likely (as was
> the case with all current charters) that these charters were worked on
> by the staff *before* they were sent to the LC Secretary.  So it's as
> much my fault as anyone's that we didn't have the VPI Tech charter
> completed correctly for our first vote.
>>>  6. It is written into the minutes that the charter has
>>>      passed staff review, has been accepted for
>>>      consideration, and the date for the ratification
>>>      vote.  The minutes should also include the
>>>      name of the LC shepherd for the record.
> Again, I don't agree to this extra step.
>>>  7. The staff then announce the proposed charter
>>>      on public web pages and discussion lists to
>>>      solicit feedback from the broader community,
>>>      directing comments to the proposer and to
>>>      the named shepherd.
> This should be done as the very next action by the LC Secretary (or
> designee) once they have done their own review for completeness.  I
> suggest we come up with a mechanism of listing proposed charters in
> one place online, sending an email to the community@ list when we know
> they are going to be on the LC agenda for vote, and making sure all
> such charters are indeed on the LC agenda for vote within the 30 days
> (something the Chair would see to per the notification he/she received
> from the LC Secretary).
>
> BTW, the Operating Procedures require this in 3.1 when it states: "All
> proposed and approved WG Charters must be made available for public
> review."
>  
>
>>>
>>>
>>>  8. It is the responsibility of the shepherd to
>>>      review the proposed charter and evaluate the
>>>      merits of the proposed work as related to the
>>>      Kantara Initiative mission and in the context
>>>      of other existing work.
>
> This is another conflict.  It may not be a huge conflict with the
> written word of the Operating Procedure or ByLaws, but it is a rather
> huge conflict with the intent of those words.  The founders debated
> this specific issues when writing the bylaws.  The intention is that
> LC does not ever refuse to approve a charter based on how it might
> relate to existing work.  Therefore, it should not be a criteria for
> review.  Instead, what should happen is a quick information exchange
> just to make sure the proposers are aware of the existing work, but
> then move forward and approve the charter simply based on the fact
> that they have followed the application process.
>
> With that additional background I think it's clear we do not want to
> articulate this step in this manner, but the idea of informing the
> applicant I think is still quite important and hopefully would have
> happened before a charter was ever sent to the LC Secretary, but
> having it in this work flow ensures this is addressed eventually even
> if not up-front.
>
>>>      NOTE: I suggest that this review period
>>>      include close coordination between the
>>>      shepherd and the proposer in order to
>>>      quickly address any issues that might
>>>      arise (e.g. similar work in other groups).
>>>
>>>  9. On the announced ratification date, the
>>>      proposer of the charter joins the LC
>>>      teleconference in which it is officially
>>>      presented for a vote.
> I'd just tweak this to say the Chair will invite them.  I say this
> because even if they are not present, that is still not grounds for
> declining the charter or postponing the vote.
>>>  10. During the time in the agenda for voting on
>>>      the proposed charter, the LC Chair calls for
>>>      discussion and the shepherd presents any
>>>      comments.  The discussion is then open to the
>>>      full LC, including participation of the proposer.
> I don't think you need to document this to such a level of detail, but
> if you do want to get this specific then I'd suggest a modification to
> make this better comply with Robert's Rules of Order:  The LC Chair
> would ask for a motion to approve the charter, then ask for a second,
> then introduce discussion (where hopefully the applicants are present
> to answer questions), then would call the vote.
>>>  11. The Chair calls for a motion to either vote
>>>      on the proposed charter immediately, or
>>>      to defer the vote until a future date (in order
>>>      for the proposer to address any issues
>>>      surfaced in the discussion).
>>>
>>>      NOTE: I interpret a "no" vote as being one
>>>      in which the charter is rejected, and cannot
>>>      come back for vote without substantive
>>>      rework (i.e. it must start back at step one),
>>>      hence my proposal for a deferral.  Otherwise,
>>>      it's possible to see that a charter could
>>>      continually eat up procedural time that has
>>>      zero chance of approval.
> The Operating Procedures simply don't give you this much flexibility.
>  You would have to call the vote unless you have enough time left in
> the 30 day window to postpone the vote.  This was deliberate and it
> protects the applicants.  If there isn't time, the vote is called for
> and it either fails because of the vote or it fails to get moved &
> seconded.
>>>  12. In the case of a deferral, the proposed
>>>      charter is put back on the agenda of the
>>>      next LC teleconference for a vote.
>>>
>>>      NOTE: I would suggest only one deferral be
>>>      allowed before a vote must be held for the
>>>      same reason as the previous note.
> Again, no deferral unless there is time in the 30 day window.
>>>  13. In the case of a vote, the LC Chair calls
>>>      for a vote of the members on the proposed
>>>      charter and the outcome is officially recorded.
>>>      Ratification requires a simple majority of the
>>>      full LC.
>
> This is actually an official responsibility of the LC as stated in the
> bylaws (5.3): "The Leadership Council shall provide timely notice of
> the formation and chairperson of a Work Group to all Participants. "
>
>>> I'm sure there's some tweaking we should do to this process, but I like
>>> the concept of the LC Member Shepherd.  This is similar in nature to the
>>> IETF process where an Area Director fills the same roll.  Also, by
>>> publicly naming the shepherd we're able to clarify for the community who
>>> they should contact with comments or questions.
>>>
>>> What do folks think about this flow?
>>>
>>> - Trent
>>>
>>>
>>> [1]
>>> http://kantarainitiative.org/confluence/download/attachments/2293776/Kantara+Initiative+Operating+Procedures+_V1.0_+2009-04-03.pdf?version=1
>>>
>>>   
>>  
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-- 
J. Trent Adams
=jtrentadams

Outreach Specialist, Trust & Identity
Internet Society
http://www.isoc.org

e) adams at isoc.org
o) 703-439-2149