PASS Update #53 (Bylaws)

This week we posted some pending changes to the PASS bylaws. We try to do a review at least once a year and it’s a hard process. Hard because we have to agree on the change we want first, and then we have to figure out how to state it cleanly because this is a legal document that binds us. It’s surprisingly hard to translate ideas sometimes into simple and effective language.

I hope you’ll stop and go read them, the whole document. It’s not that long, some of it is boilerplate, and it describes our legal obligations and limits.

Aside from some over due clean up there are some important changes:

  • Revises the officer selection process to be simpler (removes the old Officer nomcom)
  • Clarifies the term limits (which were almost impossible to follow before)
  • Puts in place a rule limiting the number of representatives on the Board from any one company.

Over the years there has been an implied progression from VP Marketing to VP Finance to President, with the theory being that you need the experience in all the roles to be an effective President. There’s some truth to that, but combined with the idea of having a ‘slate’ it set up a system where those selected as leaders largely selected the next set, and they had no motivation to maintain relationships within the Board. I think this change will be a good step towards fixing the problem.

Limiting the number of representatives per employer is to avoid the equivalent of a hostile takeover, and to just plain avoid the appearance of any undue influence from any one one employer. It was hard to write, because the definition of ‘employed’ can vary greatly. Is a full time contractor any employee? Someone who works for a global subsidiary? I think this is a good change.

There’s a lot that is not in the bylaws, and is (or should be) in working process documents. For example, most of the election is a “process”, and that is both by design and a correct way to proceed. No public organization should need to pass a bylaw change to amend day to day working details. Good stuff to think about.

And just in case you haven’t read the bylaws, here’s something you may not know. The Board of Directors alone can change the bylaws. We can make changes by publishing them for comment for 30 days and then passing a vote. We can change them again at any point using the same process. I’m not saying that to hint at evil intent, it’s a side affect of our poorly defined membership process. At some point I hope we can get back to being able to solidly and clearly define our members, and once there, I think we should make one final pass to get the bylaws set, and then publish one final change that would require a vote of the members to pass future changes.

Governance is important, and it’s not glamorous or fun. Take an interest, and let us know what you think.