Bylaws Update Process Groundrules for Effective Decision-Making

Bylaws Update Process Groundrules includes voteables September 27, 2016 Paul Grun OFA Vice Chair

Background Updating the Bylaws promises to be a lively (and possibly contentious) discussion The purposes for defining a process are: Keep the discussion productive and constructive Give the Chair the tools to keep the process moving Ensure that the results are beyond reproach 2 #OFADevWorkshop

Overview - Proposed Process to Amend the Bylaws A series of proposals for amending the Bylaws are discussed and refined in the XWG Focus on the substance first, wordsmithing later Each proposed amendment in the form of a written motion (Voteable) is ratified by vote of the BoD Draft of amended Bylaws is circulated to Promoters for 30 day review Comments are incorporated by the BoD Final draft is adopted by the BoD 3 #OFADevWorkshop

BoD Membership By vote taken on 7/16/2015 Motion (Gilad): The Board of Directors shall be comprised of one representative of each promoter company, based on the list of promoters companies on July 1, 2015 As of July 1, 2015: Cray, Emulex (Broadcom), Huawei Technologies, HPE, IBM, Intel, Jump Operations LLC, Lawrence Livermore, Los Alamos National Lab, Mellanox, NetApp, Oak Ridge National Lab, Oracle, Unisys 4 #OFADevWorkshop

Review - Current Voting Rules For purposes of amending the Bylaws, the following pertain Voting eligibility All Promoter members as of 7/1/2105 shall be eligible to vote Eligibility Eligibility to vote and voting suspension shall be governed by Section 6.5 & 6.6 75% participation rule Three consecutive meetings rule Suspensions, effect of suspension the quorum rule Excused absences The Bylaws imply, but do not state, that a Director can be excused for cause. Quorum Achieving quorum for official action shall be governed by Section 7.5 A quorum consists of a majority of the Directors as defined by the vote on 6/16/2015 Actions requiring two-thirds vote Actions requiring a two-thirds vote shall be as defined in Section 7.7 5 #OFADevWorkshop

Handy reference guide 6.5 Attendance. Directors are expected to attend, in person or by telephone, at least seventy-five percent (75%) of all duly noticed Board meetings and not to miss three (3) consecutive meetings. If a Director does not meet this requirement, that Director is subject to removal as provided in Section 6.7. 6.6 Suspension. The Board, by majority vote, may suspend a Director who has consecutively missed the previous three duly noticed Board meetings without being excused. A suspended Director is not considered in determining a quorum, and a suspended Director may not vote. A Director may be removed from suspended status and reinstated on the Board by majority vote of the remaining Directors. 7.5 Quorum for Meetings. A quorum shall consist of a majority of the number of Directors actually serving as a Director. (If a Member eligible to appoint a Director has not done so, that vacancy will not be considered in determining a quorum.) 7.7 Actions Requiring Two-Thirds Votes. The affirmative vote of two-thirds of Directors then in office shall be required to establish or materially change the charter of a working group; or to approve a proposed OpenFabrics software stack (e.g., WinOF), or any revision or substantial part thereof (e.g., iWARP support addition), for consideration for approval by the Members; or to materially change: (a) the purpose of the Corporation (Article 2), (b) the provisions relating to the Board of Directors (Article 6 and Article 7), (c) the termination and withdrawal provisions (Article 15), (d) the intellectual property provisions (Article 16), (e) the confidentiality provisions (Article 17), (f) the freedom of action provisions (Article 19), and/or (g) the provisions of Articles 21.1, 21.2, 21.3, 21.4, 21.5, 21.6 and/or 21.9 of these Bylaws; or file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; or merge or consolidate with or into another entity; or directly or indirectly sell all or substantially all of the assets of the Corporation. 6 #OFADevWorkshop

Voteables to amend the list of BoD members Motion (Cray) pursuant to Sec 6.7, remove Huawei Technologies as a Director. Pursuant to Sec 6.7 (E), this motion requires a unanimous vote of the Board Motion (Cray) pursuant to Sec 6.8, add Sandia as a Director. Pursuant to Sec 7.7 this motion requires a 2/3 majority vote of the Board 7 #OFADevWorkshop

Voteable - Process for Amending the OFAs Bylaws Motion - The following shall be the process to be used for amending the Alliance s Bylaws: Proposed amendments shall be first discussed by the XWG Each proposed amendment is ratified by vote of the BoD A proposal must be posted to the ofa_board mailing list no later than 72 hours prior to the meeting where action is requested Once adopted, a 2/3 vote of the Board is required to re-open a previously voted topic When all proposed amendments have been acted on by the BoD, the resulting Draft Amended Bylaws shall be circulated to Promoters for a thirty day review Comments, if any, are incorporated by the BoD to create a Final Draft BoD vote is taken to adopt the Final Draft This motion requires a simple majority of the BoD 8 #OFADevWorkshop

OFA Bylaws Review September 15, 2016 Paul Grun OFA Vice Chair Jim Ryan OFA Executive Director

Background, Objective Widespread agreement that the current Bylaws are not serving our needs well Conflicts in some areas Lack of clarity in some places Simply out of date in some respects due to normal organizational growth over the years Objective (for this slide deck) Frame a broader discussion among the Board about how to update the Bylaws as needed Recommend a process for moving forward Non-objective (for today) Recommend specific changes to the Bylaws Desired outcome Identify a process to recommend and adopt updates to the text Establish milestones for moving forward 10 #OFADevWorkshop

Caution, alligators at work The objective is to arrive at a process for moving toward an update of the Bylaws The following slides categorize the issues needing attention into several large buckets Please resist the urge to litigate any particular item or any particular bucket If disagreements on whether any particular item is an issue or not, let s note the question and move on 11 #OFADevWorkshop

Authority to Make Changes Per John Mitchell, the Board has the authority to amend the Bylaws upon the affirmative vote of a majority of the Board. See email from John Mitchell, Re: Draft review of OFA documents dated 3/9/2016 & 3/10/16 Yes, the Board has the authority to change the Bylaws 12 #OFADevWorkshop

Six Major Areas Board of Directors Officers Executive Working Group Membership Working Groups OpenFabrics Software More or less in order of urgency 13 #OFADevWorkshop

Board of Directors Who is qualified to serve as a Director Promoters only? Other groups, e.g. ORNL, Academic Institutions, etc? By whom are Directors selected A self-perpetuating board, or one chosen by members? How many Directors Participation requirements (active, inactive, voting, non-voting) Removal/reinstatement/replacement of a Director Policies and procedures for conducting Board business Some of it is defined in the bylaws, some of it (properly) is not, but still needs to be defined somewhere Notice requirements for meetings, agenda topics, voting Statutory requirements for an annual meeting of the BoD? Currently, there are only requirements for an annual members meeting 14 #OFADevWorkshop

Board of Directors Current situation governed by a vote taken on July 16, 2015 Motion (Gilad): The Board of Directors shall be comprised of one representative of each promoter company, based on the list of promoters companies on July 1, 2015. Motion passed 6-2-1 This was intended to fill an urgent need, with the understanding that further work would be needed Further bolstered at the Board meeting on 3/17/16 Consensus view that the Board is composed of Promoters, with rough outlines for defining voting vs non-voting status Broad agreement on the outlines, but needs to be codified Now is the time to codify this in the Bylaws 15 #OFADevWorkshop

Officers How many, and what roles? Currently, we have Chair, Vice Chair, Treasurer Bylaws are vague on what is required, describing only may Yet the Bylaws say that the Secretary of the Corporation shall act as secretary for all meetings of the Board CA law requires at least a Chair, Treasurer and Secretary NO legal reqmt that the person taking minutes is the Secretary of the Corporation How selected? Current Bylaws say only that the Board may appoint officers at any time Qualifications to serve as an Officer Promoter? Board member? Member? Non-member? Membership level? Roles and Responsibilities 16 #OFADevWorkshop

Executive Working Group Allowed by the Bylaws, but do we still need it? Historically (and consistent with the Bylaws) A small group of self-selected individuals managed the day-to-day affairs of the OFA, with important issues going to the Board for voting/approval Acted as a kind of filter for the Board, defining and focusing issues But rarely (never?) exercised its power to operate on behalf of the Board Should we re-think it in light of the role it is currently filling Roles and Responsibilities Does it operate in lieu of, or as an adjunct to, the BoD? How many members, and who is qualified? How are members selected? Participation, quorum and voting rules not defined Classes of membership (active, inactive, voting, non-voting ) Continuity of members 17 #OFADevWorkshop

General Membership Currently, there are five classes of members defined Is that enough? What about various 3-letter government agencies that find it challenging to join as Promoters, but are nevertheless valued members? Review the definition of the rights and responsibilities of each class Annual Member meetings Article 5 is wholly devoted to Members Meeting But given the diminished role of any member other than a Promoter, can this section be substantially reduced or eliminated? 18 #OFADevWorkshop

Working Groups Define public vs private working groups How open is a public group? How open (or not) is a private group? Clarify policies for membership and participation in both types Establish uniform policies and procedures for each type of working group Quorum rules, voting procedures Notice requirements for voting/agendas/etc Clarify the procedure for how new working groups are formed and old ones dissolved Formalize the policy for selecting WG chairs/co-chairs 19 #OFADevWorkshop

OpenFabrics Software What, exactly, comprises OFS ? The definition seems clear in the Bylaws, but is software that is developed and contributed to an open source repository, under the aegis of an OFA working group considered part of OFS , even if that code is submitted to the repo by a non-member? What if the repository is not hosted by OFA? What about upstream submissions to the kernel? What are the procedures for taking on new software projects? What, exactly, requires a vote? What constitutes a major addition to OFS? Are votes required for routine releases? What form of majority is required for each? 20 #OFADevWorkshop

Miscellaneous Topics General clean up initial period there are numerous references to the three year period following the formation of the OFA. That period is long since expired, and on the advice of counsel it would be good practice to simply excise those sections 21 #OFADevWorkshop

Recommended priority 1. Re-state and ratify the BoD s consensus from March 2016 describing Board membership criteria 1. including a discussion of participation requirements, removal, reinstatement, etc 2. Amend Article 6 Board and Article 7 Board Meetings accordingly 3. Amend Article 8 Officers 4. Amend Article 9 Executive Committee 5. Define OFS 6. Working Groups 22 #OFADevWorkshop

Relevant Documents OFA Bylaws March, 2011 https://openfabrics.org/images/membership/ofa_bylaws_ march_2011.pdf OFA Membership Agreement March, 2011 https://openfabrics.org/images/membership/ofa_member ship_agreement_march_2011.pdf Board Meeting Notes 7-16-15 v2.doc Organizational Considerations According to OFA Bylaws.pptx Board Meeting Notes 3-16-16 23 #OFADevWorkshop