Simplify CPC Board representation

[tobie]

Closes #1054 and #1043

Assumes the Board will approve Bylaws changes similar to those drafted in https://docs.google.com/document/d/1x-zRBQZShLMWE53J2yNlD88oudVWSj5UG8QfR2_RayI/edit?pli=1.

Summary of changes:

• Introduction of a CPC Vice Chair.
• Simplification of the various CPC Director roles by tying the number of CPC Directors to the number of active projects in the Foundation (to match how Silver Directors works), capped so that Member Directors always maintain simple majority.
  For reference the Foundation currently lists 30 active projects (25 At Large and 5 Impact) and has 5 more projects in incubation. So we would just meet the threshold for adding a third CPC Director.

[Trott]

LGTM with or without my suggestion

[mcollina]

lgtm

[mcollina]

@tobie should I go ahead and propose these changes and https://docs.google.com/document/d/1x-zRBQZShLMWE53J2yNlD88oudVWSj5UG8QfR2_RayI/edit?pli=1 to the board or are we not ready yet?

[SaraJo]

This is great, thank you, @tobie. I think removing the CPC Board Chairperson title is great because there aren't differing responsibilities.

[SaraJo]

Are there suggested changes to the Bylaws for number of members? I can't find.

[tobie]

@SaraJo wrote:

Are there suggested changes to the Bylaws for number of members? I can't find.

Yes, in the google doc proposing bylaw amendments.

[mcollina]

It would be great to have consensus on our end for this change before the board meeting at Open Source Summit.

[eemeli]

The proposed changes look pretty good, though I did come up with one question that I could not answer: Is there any way for the CPC to recall one of its directors? By my reading, that's currently left uncovered in Section 4.5 of the bylaws.

[tobie]

The proposed changes look pretty good, though I did come up with one question that I could not answer: Is there any way for the CPC to recall one of its directors? By my reading, that's currently left uncovered in Section 4.5 of the bylaws.

Addressed here.

[bnb]

LGTM. This leaves enough wiggle room for us to define what we want to do that I'm comfortable with it. I would very much like to see additional language for limiting corporate representation to 1 additional vote per company (and subsidiaries) through the CPC community membership.

[tobie]

@bnb wrote:

I would very much like to see additional language for limiting corporate representation to 1 additional vote per company (and subsidiaries) through the CPC community membership.

Turns out that this is already covered by the bylaws in Section 2.8(b)(iv):

A Member that is part of a group of Related Companies that is already represented by one or more appointed or elected Directors may also be the employer of a single CPC Director.

[bnb]

Perfect. I wonder if it was me that have that feedback 😛

[tobie]

@mcollina wrote:

It would be great to have consensus on our end for this change before the board meeting at Open Source Summit.

There was informal consensus in the meeting today that the current CPC directors should take this to the board for discussion and approval by the Board.

[tobie]

Yes, so this only kicks in at 80 projects (79 projects would only call for 7 CPC directors).

[bensternthal]

Our legal council took a pass at changes to the CPC charter, reflecting the changes recently made to the OpenJS bylaws to enable additional CPC director seats.

I think it's worth reviewing his suggested edits to see if merging or integrating into this PR is appropriate.

Below was his note to me regarding the changes:

I’ve taken a crack at what the CPC Charter should now look like if the CPC wants to keep as close to the current model as possible, but it may be that the CPC might want to reconsider how Board seats are filled, given the time that has passed and the expansion of the number of available seats.(e.g., should projects get more influence now than individuals?) Perhaps they’ve already discussed this. Either way, I’d be happy to make any further changes to track their intentions as approved by the Board.

[tobie]

@bensternthal can we a copy of the bylaw changes that were accepted by the board? How different are those changes from our initial proposal?

[bensternthal]

@tobie I have been working with our legal council on the changes. There's an additional change to the bylaws that will require a further conforming vote from the board. I think the cleanest way for me to share the changes is a screenshot of the doc (see below).

Before I bring this back to the board for a vote, I want to confirm that this conform's to the CPCs expectations.

[tobie]

It's hard to answer without having the broader context. How much of the initially proposed changes that I drafted were already incorporated?

[bensternthal]

@tobie the only changes to the bylaws are in the screenshot I attached, those were the changes we presented to the board for approval.

Your doc contains quite a few other changes. If we want to move forward with them as part of this revision I would ask you to confirm that these changes have been accepted by the CPC and that there is consensus on them.

I would then work with Andy to integrate, and these changes would be included in the conforming vote.

[tobie]

Yes. These are the changes that we've approved on various occasions already.

[tobie]

(A post-mortem on communication between the board, CPC directors, counsel, proposal champion, and foundation staff would be a good thing imho. There are things we could clearly improve upon.)

[bensternthal]

Indeed!

I'm asking our council about integrating these changes and how to proceed with the board.

[tobie]

@bensternthal to be clear, the proposal doesn't include the 80% cap (instead of the n-1 cap), because that's what our initial proposal contained, but the CPC has also approved the 80% cap as both have a similar impact for the foreseeable future. (I want to make sure we don't go off on a tangent again here.)

[tobie]

Alright everyone, we're getting close:

• final version of the bylaws prepared by our counsel and ready to be approved by the board.
• This PR for the charter changes, also ready to be approved by the board.

Let's give this a final thumbs-up from the CPC next week.

[mhdawson]

LGTM

[bensternthal]

These changes were voted on and approved in the board meeting held on 2023-09-18.