Introduction to Results of Governance Task Force

1. Introduction toResults ofGovernance Task Force 2012 Oct 22 webinar

2. Agenda • What happened since Chicago • What’s next • Your turn: Q&A Submit your questions anytime via webinar chat tool. Secretariat will compile/sort for us to answer today, at end of presentation.

3. Agenda • What happened since Chicago: • Input to GTF • Inside GTF • Outputs from GTF to Plenary • What’s next • Your turn: Q&A 

4. Inputs to GTF • Chicago draft Charter, draft Bylaws • 51 topics identified at Chicago meetings: 15: membership & stakeholder aspects 16: organizing & operating of SG & sub-units. 6: work flow 6: legal aspects 8: governance document structure, mechanics

5. Agenda • What happened since Chicago: • Input to GTF • Inside GTF • Outputs from GTF to Plenary • What’s next • Your turn: Q&A 

6. Inside GTF

7. Inside GTF To meet 65-day deadline: • 17 e-meetings • 2 face-to-face meetings • Additional tiger teams & planning calls. • >1500 emails. • Est. 2000 person-hours

8. Inside GTF Eating our own cooking: • Electronic deliberation: tested 3 e-meeting apps. • Predominantly consensus decisions,but sometimes voted when a decision was needed. Of 51 initial topics: • 31 fully resolved • 4partially considered • 16 deferred Top 20 of >200 proposals to scrivener’s draft resolved; remainder deferred.

9. Inside GTF Result is good (but imperfect)…functional, with highest priority items solved……& remaining issues can be addressed soon. Lessons learned: • Good, clear governance takes time to develop.We were rushed. Many less-critical items deferred. • Work requires patience, good will, experience, clarity of thought & expression, and focus of a dedicated & independent team.Not for the faint of heart……but we had a great team, each of whommade many personal & professional sacrificesto reach today’s result. • GTF recommending a follow-on, dedicated, temporary committee of specialists & other interested members.

10. Inside GTF:Significant decisions • Membership • Stakeholder categories • Nominations & elections • Offices, terms • Meetings • Considering work output • Complaints • Management Council • Miscellany

11. Inside GTF:Significant decisions Membership: • Subsidiaries, affiliates &c cannot be additional Members. • example: US federal government = 1 Member • example: Cisco = 1 Member • Individuals cannot be additional Membersif also working in IDESG on behalf of a Member. • Membership Agreement, IPR, anti-trust: see later • Members do not lose rights by non-attendance,but will not count against quorum requirement upon 3rd absence.

12. Inside GTF:Significant decisions Stakeholder Categories: • 14 Category definitions unchanged for now.Left for future review.Can be changed by majority vote. • Single role: elect Delegate to Mgmnt Council. • Voting Members may, but not requiredto,choose a stakeholder category. • Only one, best-fit category can be chosen.

13. Inside GTF:Significant decisions Nominations & elections process: 30-90 days before election: • Management Council chooses election date(s): • Date x: Plenary chair & vice-chair, MC chair, at-large delegates • Date y = date x + approx 3 weeks: Stakeholder category delegates • Secretariat issues notice of election& call for nominations • Electorate frozen on date of notice/call: • Plenary-wide elections: Voting Members on record • Stakeholder delegate: Voting Members on record as entered in the stakeholder category. No nominating committee: • Any Voting Member may nominate. • Nominee must be a Voting Member & agree to candidacy. • No limit to # of individuals from an org holding office.

14. Inside GTF:Significant decisions Nominations & elections process (continued): ≥15 days before Date x: Secretariat prepares ballot. Date x:Elections of Plenary-wide offices. About 5 business days allowed for additional nominations for Stakeholder Category delegates. ≥15 days before Date y: Secretariat prepares ballot. Date y:Elections of Stakeholder Category delegates. • Thresholds: • Largest number of votes wins. • Ties: Only tying candidates re-balloted.

15. Inside GTF:Significant decisions Offices, terms: • Added Plenary Vice-Chair: • Presides when Chair absent. • May represent Chair in other activities at Chair’s request. • Reduced terms to 1 year. • Management Council Delegates not staggered. • Mgmnt Council delegates have same term limits as other offices. • No change to limits: • Max 2 consecutive terms in same office • May run again after a gap in service.

16. Inside GTF:Significant decisions Offices, terms: • 2014 Sep: Mgmnt Council Vice-Chair elected. • Vacancies: • 90+ days remaining in term: replacement elected to serve until end of term. • <90 days remaining: not replaced. • Plenary can remove office-holder, either by: • Without notice: • ⅔rds vote, or • majority of all current Voting Members • With notice: majority vote.

17. Inside GTF:Significant decisions Meetings: • Minimum 30-day notice (Plenary, Mgmnt Council) • Explicit provision for electronic participation. • Rules for electronic deliberation to be developed. • Quorum (all groups): • Basis: Members attending this or previous 2 meetings. • Consensus: 50% of Voting & Non-Voting Members • Votes: 50% of Voting Members • Electronic deliberation: Members who vote/object within minimum 14-day period.

18. Inside GTF:Significant decisions Considering charters, gov docs, work product, &c: 3 steps: • Initial reviews: • Mgmnt Council reviews for compliance with policies & writing criteria (14-day limit). • Returns to originator if problems; else to Plenary for 1st Reading. • When re-submitted, goes to both Plenary and Mgmnt Council. • Plenary can override Mgmnt Council objections. • Privacy Comm reviews; may comment, object.

19. Inside GTF:Significant decisions Considering charters, gov docs, work product, &c: • Plenary 1st Reading • 14-day Mgmnt Council review for compliance. • Parallel Plenary 30-day comment period. • Members may object (in writing to Plenary Chair). • If no Consensus, proposal returned to originator.

20. Inside GTF:Significant decisions Considering… continued: • Plenary 2nd Reading: • Mgmnt Council 14-day review for compliance. • 30-day comment period. • Alternatives: • Adopted by Consensus (no sustained objection). • Chair defers decision. • Chair refers back to originator. • Chair or Members call for vote:>2/3rdto approve, exceptif Privacy Comm objection, >3/4th vote to approve. • Any Voting Member may file minority report.

21. Inside GTF:Significant decisions Complaints: Ombudsman to propose (for 1st 2013 Plenary) Rule for complaint procedure: • Any Member can file complaint. • Ombudsman mediation possible; if fails: • Complaint about Plenary or its committees: Management Council takes decision. • Complaint about Management Council: Plenary Chair takes decision.

22. Inside GTF:Significant decisions Mgmnt Council powers: • Reviews charters, governance docs, work product, proposals only for compliance with “writing criteria”, adherence to Rules, and other procedural policies. • Plenary may override Mgmnt Council decision. • Compared to Chicago draft: • Does not approve work plans. • Does not establish standing committees, nor approve charters. • Does not ratify standards, policies, & components of IDE framework. • Does not approve nominees for offices. • Does not set policies, procedures. • Does not terminate Members.

23. Inside GTF:Significant decisions Miscellany: Liaisons: Explicit provision added. Parliamentary authority: To avoid encumbering the governance docs withordinary provisions not unique to IDESG,Roberts Rules applies to anything not covered by the governance docs.

24. Inside GTF:Left for later… Improvements to stakeholder categories. Membership Agreement: • Principles agreed. • Draft under review. Editorial improvements, clarity, simplification of text. Rule for electronic deliberation without meeting. Rule detailing complaint procedure (Ombudsman). Liaisons & collaborative work at committee level. … and other questions & proposals…

25. Agenda • What happened since Chicago: • Input to GTF • Inside GTF • Outputs from GTF to Plenary • Motions • Governance document package • References • What’s next • Your turn: Q&A 

26. Output from GTF to Plenary:Motions Motion #1: • Adopt the governance package. • Majority vote required to adopt.

27. Agenda • What happened since Chicago: • Input to GTF • Inside GTF • Outputs from GTF to Plenary • Motions • Governance document package • References • What’s next • Your turn: Q&A 

28. Output from GTF to Plenary:Governance document package • “Rules” in 4 traditional parts: • Rules of Association • Special Rules of Order • Standing Rules • Provisos • Each part plays its own unique role in governance. • Package available on IDESG website:https://www.idecosystem.org/ROA

29. Output from GTF to Plenary:Governance document package • Rules of Association • Broad principles & procedures governing IDESG • Combines previous Charter (modified) and By-laws, eliminating duplicate material. • Can not be suspended. • Amend: previous notice plus >⅔rds vote.Note: provisions protecting smaller minorities require larger thresholds to amend.

30. Output from GTF to Plenary:Governance document package • Special Rules of Order • Each Special Rule of Order provides detailed procedures to be followed in a specific area. • Examples: • Review & approval of work output • Complaint procedure • Suspend: ⅔rds vote (or higher threshold, if a smaller minority is protected by the Special Rule of Order). • Add, amend: previous notice plus ⅔rdsvote.

31. Output from GTF to Plenary:Governance document package • Standing Rule • Not a procedure.Typically administrative details. • Example: Membership Agreement • Add, amend, suspend: majority vote • No Standing Rules in the package today.The Membership Agreement will likely be the first.

32. Output from GTF to Plenary:Governance document package • Provisos • Interim provisions used to transition to the new Rules.Avoids cluttering up the Rules of Association with temporary/transitional details that do not have long-lasting import. • Provisos disappear when no longer relevant. Warning: • Provisos being revised to fix coordination between completion of Membership Agreement and 2013 election cycle. More on this later. • Final language coming soon.

33. Output from GTF to Plenary:Governance document package • Other proviso examples • Hiring the Secretariat before IDESG is self-sustaining. • Create a follow-on temporary governance committee: • Finalize draft of Membership Agreement (contains IPR policy) before end Nov • Draft a rule on electronic deliberation.(1st 2013 Plenary) • Prepare a revision for 1st plenary of 2014, considering: • Membership Agreement • Items left over from task force. • Preparations for self-sustaining organization. • 2013 experience. • Member input. • Any other assignments • Any Member may participate.

34. Agenda • What happened since Chicago: • Input to GTF • Inside GTF • Outputs from GTF to Plenary • Motions • Governance document package • References • What’s next • Your turn: Q&A 

35. Output from GTF to Plenary:References Concordance version of Rules: Footnotes indicate source of each text. Redline version: Add/delete from Chicago texts. Current working draft of Membership Agreement with IPR policy. All available on IDESG website:https://www.idecosystem.org/ROA

36. Output from GTF to Plenary:Membership Agreement Verbal update on the working draft of the Membership Agreement from Jamie Clark & David Rudin.

37. Agenda • What happened since Chicago: • What’s next • Before Plenary • At Plenary • After Plenary • Your turn: Q&A 

38. Before Plenary Oct 22 Mon: this webinar Now: Members review gov docs, motions. Oct 25 Thu 20:00 ET: • If you see something critical to fix now,this is the deadline for proposing amendmentsfor circulation in advance of Plenary. • Use web form at {insert weblink} Oct 26 Fri: Secretariat, in prep for Plenary, assembles & posts proposed amendments.

39. Agenda • What happened since Chicago: • What’s next • Before Plenary • During Plenary • After Plenary • Your turn: Q&A 

40. During PlenaryMonday afternoon • Bring laptop with WiFi! • Consider motion to create follow-on governance committee. • Consider Motion to adopt Rules package: • Each pre-submitted amendment considered(and may be tweaked)using a consensus process. • Discussion on wisdom of adopting package. • E-ballot: whether to adopt Rules as may be amended.

41. Agenda • What happened since Chicago: • What’s next • Before Plenary • At Plenary • After Plenary • Your turn: Q&A 

42. After Plenary Assuming GTF fixes Provisos #1 & #2… andPlenary approves both motions (Rules and follow-on work) as drafted: • Before late Nov: Gov Committee finalizes draft Membership Agreement for review at next Plenary. • 1st 2013 Plenary (tentatively late Jan) : • Considers Membership Agreement with IPR policy • Considers Special Rule of Order: Electronic Deliberation(drafted by gov committee) • Considers Special Rule of Order: Complaint Procedure(drafted by Ombudsman)

43. After Plenary Assuming GTF fixes Provisos #1 & #2… andPlenary approves both motions (Rules and follow-on work) as drafted… When Plenary approves Membership Agreement: • 60-day period for Members to sign. • After end of 60-day period: • Election cycle begins for all offices. • Electorate = Voting Members who signed Membership Agreement before notice of elections & call for nominations.

44. After Plenary Assuming GTF fixes Provisos #1 & #2… andPlenary approves both motions (Rules and follow-on work) as drafted: • For consideration at first 2014 Plenary: • Revised governance documents (drafted by govcomm), based on: • IDESG experience • Deferred items • Other Member submissions • Preparations for transition to self-sustaining entity • Anything else Plenary assigns to committee.

45. Agenda • What happened since Chicago: • Input to GTF • Process inside GTF • Outputs from GTF to Plenary • What’s next • Your turn: Q&A 

46. 3. Your turn: Q&A Question? Submit it via chat! Reminders: • Please register to attend (in person or electronic) the Plenary at http://adobe.ly/RIoBWy • Review. Submit any proposed amendments before COB Thursday at https://www.idecosystem.org/ROA

47. Thank you Reminders: • Please register to attend (in person or electronic) the Plenary at http://adobe.ly/RIoBWy • Review. Submit any proposed amendments before COB Thursday at https://www.idecosystem.org/ROA