AB liaisons to the Board

[fantasai]

In resolving https://github.com/w3c/le-governance/issues/25#issuecomment-1129457054 @TzviyaSiegman noted that the Board composition proposal adopted by GTF (and later by the SC) includes up to two AB liaisons:

The following have a right to attend Board meetings and access Board materials, but do not form part of the decision-making body, and may be excluded only by a decision of the Board:

• ...
• Up to two representatives from the Advisory Board (the AB may rotate these representatives as they find appropriate), to ensure good liaison between the Board and the AB, and facilitate operational/management consistency

Since the Bylaws can't define this role (they don't define the AB, and therefore can't reference it), we need to do it in the Process. Filing this issue to track.

[chaals]

Why can the bylaws not reference the Process doc and thus the AB?

Also, how do the by-laws of the incorporated organisation become subordinate to a process document written by that organisation?

I think this us upside-down. If the rules governing the BoD say "these people defined over there can attend meetings" that seems reasonable. But if the Process document is not mentioned in the ByLaws I am having trouble understanding how it can bind the BoD.

[jeffjaffe]

I think this us upside-down. If the rules governing the BoD say "these people defined over there can attend meetings" that seems reasonable. But if the Process document is not mentioned in the ByLaws I am having trouble understanding how it can bind the BoD.

A relevant passage in the bylaws is: "the Consortium Members ... shall have the power, and shall have the exclusive right, to amend, modify, supplement, revise, and/or restate the Process Document pursuant to the terms of the Process Document itself. "

[chaals]

the Consortium Members ... shall have the power, and shall have the exclusive right, to amend, modify, supplement, revise, and/or restate the Process Document pursuant to the terms of the Process Document itself

does indeed mention the Process document. But it doesn't seem to say anything about how the Process document might have precedence over the Bylaws in determining who attends BoD meetings.

[dwsinger]

The Bylaws clearly have precedence. They are a formal construct. And we don't want the more formal Bylaws drawing from the less formal Process either, hence where we are.

[frivoal]

Why can the bylaws not reference the Process doc and thus the AB?

Because the rules for revising the bylaws are distinct (and stricter, and governed by legal constraints) than those for revising the Process. Therefore, while the bylaws can mention the Process, they cannot have a normative dependency on it.

how the Process document might have precedence over the Bylaws in determining who attends BoD meetings.

The Process isn't meant to have precedence. The bylaws give the board the power to invite people to its meetings. The Process (with this PR) would set an expectation about (some of) who they are supposed to invite. The Board could decide to ignore the Process, and still be in compliance with the bylaws (whether that'd be a wise thing to do is a different matter).

[fantasai]

To clarify, if the Board decides not to invite the AB liaisons to its meetings, it will be in compliance with the Bylaws but in violation of the Process. Legally, it can do that. But it'd still be a violation of the Process.

[jeffjaffe]

To clarify, if the Board decides not to invite the AB liaisons to its meetings, it will be in compliance with the Bylaws but in violation of the Process. Legally, it can do that. But it'd still be a violation of the Process.

For this reason, it would seem prudent to bring this issue and associated PR to the attention of the BoD to get their input.

[dwsinger]

Yes, please. But also, maybe we can phrase it so we don't get into violation territory. Something like that the AB should identify up to two liaisons, who the AB should offer to the Board to attend meetings in an observer capacity. (By observer, I mean that they would normally not speak much).

[TzviyaSiegman]

Just a reminder that all but 3 board members approved AB liaisons in their roles as members of Governance TF or Steering Committee when approving unanimously. See https://www.w3.org/2022/05/09-governance-minutes.html#t03 approval of https://github.com/w3c/le-governance/blob/main/board-composition/ab-plan-board-no-sponsors.md). Steering Committee minutes are not public. I am not opposed to Board review, but is it necessary?

[dwsinger]

Just write the proposed text, and send it to Mark Nottingham and Koichi Moriyama as chairs of the Governance Committee, for them to handle in GovCom and the Board. With luck, the PR won't be controversial.

[chaals]

@fantasai wrote:

To clarify, if the Board decides not to invite the AB liaisons to its meetings, it will be in compliance with the Bylaws but in >violation of the Process. Legally, it can do that. But it'd still be a violation of the Process.

And that would be meaningless unless the Bylaws mention the process. If the AB wants formal recognition from the BoD, that should be written into an explicit agreement. If it is intended to be a general constitutive principle, it should be in the ByLaws. (They aren't that hard to change). Otherwise it's just a request - and a request to the Board doesn't belong in the Process.

[dwsinger]

Not quite meaningless. Establishing that the AB can, and how it does, decide who would be offered to the Board as liaison makes some sense.

[cwilso]

It would seem like a moot exercise to go defining an official process for how to select* AB liaisons to offer to the Board, if the AB has not even a whisper of an idea if the Board will want to allow such liaisons in the room.

(* this does not seem that hard; "AB selects liaisons amongst themselves")

[frivoal]

Yes, please. But also, maybe we can phrase it so we don't get into violation territory.

The intent is not to violate territory, but to enact a gov-tf resolution. Word tweaking that reduces friction is welcome.

However…

Something like that the AB should identify up to two liaisons, who the AB should offer to the Board to attend meetings in an observer capacity. (By observer, I mean that they would normally not speak much).

That would be a departure from the gov-tf resolution. The resolution adopted a document which about non-voting participants, listed alongside with, and with the same expected level of participation as for instance the Founding Director (Timbl). Why reopen this now?

[jeffjaffe]

That would be a departure from the gov-tf resolution.

The gov-tf resolution was a recommendation to the SC about how to set up the BoD.

At this point, the W3C Process Community needs to determine for itself whether it believes that the Process Document should weigh-in on how the BoD conducts its business.

[dwsinger]

@frivoal I don't think the Process can alter the Bylaws. So either we're asking the Board to invite these people, or asking the Board to modify the bylaws, or starting a member-initiated bylaws revision. I'm trying to find a way ahead that doesn't involve a bylaws revision right now.

[cwilso]

I don't think it's necessary or even an appropriate focus to modify the bylaws right now. I do think the Board should establish and invite AB liaison, so the AB can select them; that seems like a very brief item for the Board to address in the near term. I know it seems like this is unimportant while we still have an overlap in members, but I'd like to get that in place prior to the end of year, and get the liaison functional.

[chaals]

The Board can simply decide to ask the AB to nominate liaisons able to attend its meetings, and the AB can make a decision on how to do that. To fulfil the SC recommendation that this be expected behaviour, it should go into the Bylaws, but it doesn't feel like it needs to be an urgent change.

[frivoal]

it should go into the Bylaws

How do you make it go into the bylaws without the bylaws gaining a dependency on the Process?

[chaals]

You cannot define a formal liaison between a body established by the ByLaws and a body established by the process without creating dependencies. (If the Bylaws requests AB liaison and the Process doesn't mention it, we still haven't defined this very well).

The maximum flexibility (and minimum reliability) is established by simply doing the same thing with no binding documentation as a matter of practice. Running W3C that way was what led to the creation of the AB and the W3C Process.

Describing a role for "the AB or a successor body as defined by W3C Process" makes one set of assumptions in a dependency that might be a reasonable practical outcome. While overall stability is valuable, neither the ByLaws nor the Process are immutable.

[dwsinger]

The process can define that the AB offers liaisons to the Board and how they are chosen. The Bylaws can, at some point, be revised to say something vague about inviting two members of a committee tasked with defining the technical operation of the consortium. As Chaals says, I don't think it needs codifying urgently (I don't think it's urgent to put it into practice either; we should probably see how things evolve).

[css-meeting-bot]

The Revising W3C Process CG just discussed Pull Requests, and agreed to the following:

• RESOLVED: Merge #669

The full IRC log of that discussion

<fantasai> Topic: Pull Requests
<cwilso> q+
<fantasai> plh: Only PR to review is AB-BoD liaison
<fantasai> florian: We're aware that AB is supposed to pick people and send them to the Board and the Board invites them
<plh> github: https://github.com//pull/668
<fantasai> ... Process is not in charge of the Board, but can tell AB how to do its job
<fantasai> ... so that's what the PR does
<fantasai> ... an earlier phrasing of this was more forceful, it is now rephrased
<plh> github: https://github.com//issues/668
<plh> q+
<fantasai> ... AB picks some people, and expects the Board to invite them
<plh> ack cw
<fantasai> cwilso: I read through this and I'm totally fine with committing this as-is
<fantasai> ... I think it's good to get it on deck
<fantasai> ... it doesn't say anything about how AB will appoint, and I'm frankly fine with anything from "chairs just pick" to whatever process
<fantasai> ... but at some point we'll have to say how those are chosen
<fantasai> florian: My guess is as a first pass, let chairs figure it out
<fantasai> ... and if we want to enshrine that, we can do that
<plh> ack plh
<fantasai> ... but at this point, chairs figure out process
<fantasai> cwilso: I will say that's what's implied, since the chair's assess the AB's consensus
<fantasai> plh: fine with PR
<fantasai> ... one thing I'm a little uncomfortable is the number 2
<fantasai> ... isn't it up to the Board to decide how many people they want to accept?
<fantasai> florian: number 2 is coming from a resolution of the Governance TF, which was forwarded to Steering Committee, who approved it
<fantasai> ... in other words, the exact same place the Bylaws came from
<fantasai> florian: The number of people AB will send is 2, Board is expected to accept 2 (but could in theory accept 1 or 7 or whatever)
<fantasai> florian: this is not trying to set up an expectation, it's trying to fulfill an expectation that was set up by the Governance TF and SC
<fantasai> plh: Wish I could get +1 from david
<fantasai> florian: He was part of the TF that approved it
<fantasai> plh: Can change later on if needed
<fantasai> ... I can draw his attention later
<plh> Proposed: Merge #669
<fantasai> plh: Objections?
<fantasai> RESOLVED: Merge #669