Multiple Representation of a Company

[williamkapke]

At the Board Meeting on 2017-03-27, an issue of multiple representation of a company on the Board was discussed.

The By-Laws state:

Only one Member which is part of a group of Related Companies shall be entitled at one time to have a representative on the Board or vote on matters voted on by the Members provided, however, that the (i) TSC Director or the Individual Director, but not both, may be an employee of a Platinum Member or one of its Related Companies, notwithstanding the fact that such Platinum Member is also represented on the Board by virtue of its right to appoint a Director under Sections 2.3(a) and 4.3(a) of these Bylaws, and (ii) the Individual Director may be an employee of a Gold or Silver Member or one of its Related Companies, notwithstanding the fact that such Member may already be represented on the Board by an employee elected to the Board of Directors.

It was discovered, and confirmed with legal, that there is currently a conflict that needs to be resolved. Rod Vagg (the TSC Director) and Dan Shaw (a Gold Member Director) are both employed by NodeSource. Since NodeSource is not a Platinum Member, they do not meet the exclusion clause for Platinum Members.

We can change the By-Laws, with a 2/3 vote, to allow 2 people from the same company to be on the board. However, it is unclear if the TSC & community would support this change and it is believed this rule was to provide an incentive for a company to pay to become a Platinum member.

If the By-Laws are not changed: Rod or Dan will need to resign, assign someone in their stead, or somehow be removed.

The Board believes it is important to both notify the community of this situation and collect feedback on the possible solutions. Please comment with which solution you prefer and why. Remember that the solutions would apply to all companies. Feedback that specifically addresses NodeSource, or any company, in particular will be considered derailing and will be moderated. Any other comments that stray from direct feedback on possible solutions will also be considered derailing and will be moderated. If you have related questions, feel free to open up another issue on this repo! Thanks!

//cc @nodejs/tsc

[mikeal]

However, before we can discuss whether the bylaws should be changed, a decision needs to be made about the current violation, specifically: does it need to be unwound and corrected before the bylaws change can be discussed.

The board asked for direction from the community and TSC into how to proceed. They elected to leave things as is, acknowledging that one director is not in good standing and to take that into account during quorum counts.

Basically, the preferred resolution should be framed as either a specific enforcement of the current bylaws or an adjustment. You don't need to draft the bylaw change, we have lawyers for that, but the recommendation needs to be laid out.

[ashleygwilliams]

this thread was created so that @williamkapke and i could get feedback. that got out of hand. as the senior individual member rep and co owner of this repo i am closing this until we can recap and reorganize. i'll let you know when we have a better strategy for this. please cease commenting on the thread or open your own on another repo.

[williamkapke]

Thanks for the input today everyone. I've had a chance to digest the comments now.

@jasnell & @mikeal , you have a proposal for how to change the by-laws. It would be great if each of you could open a new issue and lay out the proposal.

[ashleygwilliams]

@williamkapke i disagree. i'd like to get a handle on what the board is thinking as well as some moderation plan before we continue. this way we can have a better chance of success in the other issues. @mikeal and @jasnell if you could hold off, i would appreciate. thanks!

[mikeal]

@ashleygwilliams will do. let me know when and how you'd like to proceed once you and @williamkapke are in alignment on how to moderate it.