Meeting minutes
Issues to Discuss
Inaccurate text about Membership Agreements
florian: Process talks about "the Membership Agreement", but there's no singular agreement
florian: Might confuse Members into thinking that their agreement is the linked one, which might not be the case for their organization
florian: Smallest change that would fix it, is just to change the link to go to the index of all Membership Agreements
florian: I suspect fixing the link is enough.
plh: sgtm
florian: could make it plural, but that's confusing
fantasai: could change "the" to "their"
florian: I like that
<TallTed> +1 "their"
PROPOSED: Change "the" to "their" and fix the link to go to the index
plh: objections?
RESOLUTION: Change "the" to "their" and fix the link to go to the index
Typical group duration is not six months to two years
plh: minimum time to go to REC is 6.5 months, and the record is 9 months
florian: We could discuss whether 2 years is good, but the proposed phrasing seems good
plh: We don't close WGs as such anymore, we charge them with maintenance
plh: so we would charter for 2 years
fantasai: do we want all of that parenthetical in the Process?
fantasai: we could just leave it out and keep it shorter
plh: We have a restriction in the Guidebook to recharter every 2 years, because AC wants to check
florian: Guidebook is self-imposed by Team
plh: We've gotten objections to more than 2 years.
PROPOSED: Accept proposed wording but drop the parenthetical.
<TallTed> +1
RESOLUTION: Accept proposed wording but drop the parenthetical (leaving guidance to /Guide)
Member associations
florian: Original Bylaws largely copied the Member Association definition from the Process
… then when they reviewed, they found issues and decided to fix it
… new definition in Bylaws is close to opposite of the old definition
… Member Association is always a group of companies.
… but old definition said it was created for a goal *other* than participation in W3C
… and excluding a group that was created for participation in W3C is the opposite
florian: We special-case them because they're a special member
… a trade association that exists can become a W3C Member
… a trade association that was created for the purpose of participating in W3C needs special handling
… but the edit flips things around
fantasai: "Member Association means ... association of two or more individuals ... that as the purpose of participating in a common activity or pooling resources to achieve a common goal" ... that's basically any company ever.
… that seems overly broad
plh: Why do we need to define this?
florian: There are restrictions on who can represent a Member Association that are not true of ordinary Members
… e.g. they may designate up to 4 non-employee reps
… and their individuals must disclose their employment
… maybe these restrictions aren't useful, in that case we can delete, but there are consequences of this definition
florian: but also, fantasai has a point, the definition in the Bylaws is too vague now
plh: Does this belong in the Process?
fantasai: It's imposing Process restrictions, so yes, it needs to be here
florian: It's not cross-referenced anywhere, but the 2nd, 3rd, and 4th paragraphs are restrictions and the 5th is a clarification
florian: We should file an issue against the Bylaws about their edits.
florian: As long as the notion exists in both Bylaws and Process, it should be aligned; and if something makes no sense we should raise that
… we can't fix the Bylaws, but we can file issues.
… Suggest people to review if anything else is wrong with the Bylaws definition
florian: Let's look at other differences. In one case Board decides, in toher CEO decides. Should align to the Bylaws
[discussion of what needs to align]
florian: These aren't meant to be different use cases. We wanted it to mean the same thing.
… and then the Board decided the definition was broken, and they tried to fix it
plh: Talk with Board
florian: I'll need to talk to mnot, he drove this change
… I think the intent of that fix applies to the Process, too
… if some Members create more legal entities to have more power, need to restrict that
… don't hide behind a shell corporation
fantasai: This section is about trade associations or standards orgs or whatever, you can see from the restrictions it imposes it's not about creating shell corporations in order to have 5 AC reps.
fantasai: Bylaws definition is clearly broken, since one path through the definition means every corporation that isn't a joint-stock corporation.
… actually, the Bylaws doesn't even have the joint-stock clarification, it means every corporation ever
[discussion of Patent Policy implications]
<plh> https://
florian: That paragraph could apply to other Members, e.g. Mozilla could appoint a volunteer employed by a different org; in that case committing Mozilla's patents, not their employer's
florian: I think this has no Patent Policy impact
ACTION: Process CG to review this section and figure out what it's trying to do, and is it doing it well.
ACTION: fantasai to file issue about the definition in the Bylaws
Good standing
florian: Bylaws introduces a specific notion of "good standing" which is about whether you've paid your dues.
… can be kicked out for not paying, or being a bad actor, but if not kicked out yet you can no longer vote for Board or for Bylaws changes
… if you're in this bucket, should you also be barred from AB and TAG elections?
… we don't have to, but we could
plh: Is it a problem that we have and need to fix?
florian: I think it's a confusing situation, to be able to vote in some elections and not others
plh: We have a lot of problems in the Process, is this necessary to fix?
florian: It's not broken, just a potential new feature
plh: Asking about opinion? I don't have one
… leave it up to AB
Administrative
plh: Cancelling Christmas meeting.
plh: next meeting is December 11th
florian: We should be wrapping up soon
plh: I'm going to ask the Team. But haven't gotten much feedback on the Chartering bit yet
fantasai: We do have Jan 8th before the AB F2F
florian: we should do a work session to make sure we get through everything
plh: Also decide what we need to fix now vs later
plh: We need to allow the Process to be imperfect, otherwise we will have an unmanageable Process
… we have checks and balances already for many things