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  • 2009 Sakai Foundation By-law Revisions

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Table of Contents

The Changes

Change 1: Allowing appointed

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Board members

In September of 2008 after talking with other Higher Education open source Executive Directors, Michael Korcuska proposed the following to the boardBoard:

The Sakai Board consists of 7-11 (currently 9) members who are elected by Sakai Foundation member representatives from a pool of nominees. Any one can be nominated. The result of this process is a board Board that is solely drawn from Sakai community insiders, which has two primary drawbacks:

1. Lack of diversity. A perspective from someone not actively engaged in the community would be valuable for a variety of reasons.
2. Lack of specific expertise. It would be good to have financial expertise, at least, and I would argue that non-profit expertise and open source governance expertise would also be valuable. The election process will always ignore these issues.

I propose that the by-laws be revised to allow for 6-8 elected members (3 year terms as they are today) and 2-3 recruited members. These external members would be recruited by the board Board and would serve 2-3 year terms (I think 3 is too long a commitment to ask from outsiders, but we could try). This means that the Sakai community will dominate the board Board but we will have access to the diversity and expertise we need.

After discussion in board Board meetings and on the board Board list, the board Board recommended the following (note the differences to the original proposal):

  • Revise the bylaws to allow the board Board to appoint up to 2 individuals to the boardBoard.
  • Any appointed board Board members would serve 2 year terms.
  • Any appointed board Board members could serve up to 3 consecutive terms.
  • The total number of board Board members remains 7 to 11 with no maximum on the number of elected members.

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In the long run it is impossible to predict the effects of this change on the composition of the boardBoard. There could be 11 elected board Board members and 0 external board Board members. There could also be 5 elected board Board members and 2 appointed member. That still gives the elected members a 2/3 majority, which was the goal.

In the short term, the current board Board has discussed what it might do if this change were approved. While there is no guarantee about what will actually happen, past discussions indicate that the board Board would want to recruit and appoint one external board Board member with financial expertise (perhaps a CFO or controller at a member institution). Getting outside perspective from another open source project has also been discussed as a potential reason for appointing a board Board member, but no consensus was reached on this (the idea of an advisory board, separate for form the board Board of directorsDirectors, was floated as an alternative).

Change 2: Removing the provision requiring

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Board approval of conference chair

The by-laws currently contain the following language:

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The Board deems this to be an operational issue that should not be required in the by-laws. If the board Board wishes to have this sort of control over conferences they can do so through other mechanisms. It should not be in the by-laws. Michael noticed this quite a while ago and thought it strange, but we deemed it wasn't worth addressing by itself. We're addressing it now because another change has been proposed.

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To see the proposed changes please download the a red-lined version in either MSWord or PDF format.

Process Requirements

The board Board originally asked Michael to have an attorney look at the language. After some delays that review has happened and the attorney sees no problem with the proposed language.

According to the Sakai by-laws the board Board can modify the by-laws as follows:

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The publishing of this wiki page begins the process of circulating the proposed amendment for discussion. The board Board has previously discussed these amendments and, in fact, approved them subject to the review of an attorney.

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In fact, it is unclear that the board Board even need to vote if the Membership approves the changes, but the conservative position is that both the Membership and the Board of Directors need to approve the change.

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There is a small question of sequence that is somewhat ambiguous given the bylaws and Michigan law. Should the board Board formally vote before or after the Membership has approved? Or does it matter at all? Or could the Board vote happen during the allowed time period for the Membership vote? None of these options seem to be excluded by the by-laws or Michigan law.

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Date

Description

July 30, 2009

The proposed amendments are be circulated for public comment

August 31, 2009

Comment period closes

By September 17, 2009

The board Board will vote (via email or at the September meeting) to formally adopt or reject the proposed changes

By September 30, 2009

The Membership will be asked to vote on each amendment. The exact mechanism for voting is TBD.

October 2009

Assuming approval, paperwork will be filed with the State of Michigan.

If the commentary period results in a desire for the Board to modify the language, the cycle would start again. New language would have to be drafted and approved by legal counsel and the board Board and the language would be sent for another 30 day commentary period.

If either or both amendments are rejected by the board Board it is likely the process would stop there.