Context
- Sir Tim spending less time with W3C, will likely step down at some point
- Reality and the process document today are not exactly aligned:
- Many things in the Process are mechanical: no decision, but claimed to be done under the authority of the director
- Other things in the Process do involve some decision / judgement call, but have been delegated to the Team
- W3C working on becoming a Legal Entity
Benevolent “Dictator”
“Benevolent Dictator” model rare in standards bodies, trade associations…
Despite the strong powers he has, Tim has hardly been “dictatorial” anyway
Alternatives
AB has considered alternatives for when Sir Tim resigns:
- “No-change”
- Hire another Director
- “Director-light”
- Hire another Director, with reduced powers/responsibilities, subject to more oversight (e.g. by the Legal Entity board)
- “Director-free”
- Move to a structure and process which do not have a Director
Exploring
Many on the AB preferred “Director-free”
Even those that did not, agreed that it was worthwhile to explore and see if anything breaks.
AB currently studying this, and has a draft for discussion (not yet proposed for adoption)
Scope
Currently focusing on governing documents
(there are other questions. E.g. who does the Team turn to for advice and direction on tough calls?)
Governing documents:
- Process (>100 mentions of the Director)
- Member Agreement
- Host Agreement
- Annex (to both)
All except the first get re-written for legal entity anyway
Status
- Working through the document
- Not found any show-stoppers yet
- Not yet had the time to go through some of the harder cases
- Nor have done the ‘what if this had been the process’ with any historical actual cases
“Easy” Fixes
- Cross-referential (e.g. “… the Director’s decision…” where the fact that he decides is defined elsewhere)
- → Delete redundant mentions of the Director
- No decision involved (e.g. “The Director must announce…”)
- → Change to “The Team”
Management
“Managerial” powers reassigned to the CEO or someone that the CEO delegates to (mostly operational or disciplinary):
- 2.1.1:
the Director CEO may take disciplinary action
- 2.1.2.1:
the Director CEO may ake the determination
- 2.5.3:
the Director CEO dismisses
- 3.1:
the Director CEO may suspend or remove of cause
- 3.1.2:
the Director CEO may decline to allow an individual […] in a group
- 5.2.1.3: Chair and Team Contact disagree on an IE →
Director CEO decides
- 5.2.7: the
Director CEO can close WGs ahead of schedule
- 9: the
Director CEO (and the board, once it forms) owns MoUs
Web Architecture
Responsibility for web architecture → the TAG
- Keep Tim on the TAG for as long as he wants to
- Drop the automatic seat for the non-Tim non-existent other Director
- Drop the Director-appointed seats (c.f. 2.4.1)… and replace with?
- option a: elected seats
- option b: seats appointed by the elected members
- option c: seats appointed by the chair
- Who appoints the Chair(s) of the TAG?
- option 1: the Team
- option 2: the elected members
- option 3: BoD
- bonus question: Chair must be an elected member?
AC Appeals
Currently the AC can appeal any Director decision
→ allow an AC appeal for any formal Decision, take the appeal result as the revised Decision
For Group/Chair decision appeals, handle like Formal Objection (see next slides)
Formal Objections: constrains
Decision boards need a fair, clear, but streamlined process to be credible and vendor neutral resolvers of objections
AB and TAG do not yet have sufficient experience with that
→ AB plans to develop guidelines to be used for formal objections to assure the reality and perception of fairness and due process.
Formal Objections: possible approach
(not yet approved by AB in detail)
- the Team triages, assembles the right people, information…
- if the team can settle it so that the FO is withdrawn, the matter ends there
- otherwise, the Team proposes a possible resolution to an Objection Decision Committee
- Composed of: AB+TAG+CEO
- Decides by 67% supermajority of non recused members; endorse the proposed resolution, or go for further consideration
- recusal: required of those directly involved, available for those who may reasonably be perceived to be directly involved
Formal Objections: questions
- A single committee?
Separate by Process Objections vs Technical Objections?
- Composition of the Commitee(s): TAG, AB, CEO? Who else?
- Recusals?
- Decisions by Supermajority? Simple majority? Consensus?
- Additional safeguards to ensure due process, fairness, neutrality, diligence… ?