Subject: RE: [Fwd: Re: guidance on avoiding too many people from one compa ny/group] (fwd) (fwd)

From: Harald Tveit Alvestrand <[email-masked]>
Date: Thu, 14 Nov 2002 11:18:19 +0100

The lawyer not only thinks it's unproblematic to limit nomcom membership, 
he thinks it's a good idea.

                 Harald

---------- Forwarded Message ----------
Date: torsdag, november 14, 2002 08:37:34 +0000
From: [email-masked]
To: [email-masked]
Subject: RE: [Fwd: Re: guidance on avoiding too many people from one compa 
	ny/group] (fwd)

Harald and Scott,

I think that limiting nomcom membership to "no more than 2 from any company"
is very appropriate, and is beneficial from a legal standpoint.  Such a
limitation prevents any single company from gaining undue influence over the
standards process, through random selection or otherwise (i.e., if a random
process resulted in 100% of nomcom members being from Vendor X, it would
look bad, no matter how random the selection process was).  Many
organizations limit committee/board membership to ONE from any given
company, so the limitation to 2 per company is even more generous.

Please let me know if you would like a more detailed follow-up.

Regards,
Jorge

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From: Theodore Ts'o <[email-masked]>
Date: Thu, 14 Nov 2002 09:58:13 -0500

> he thinks it's a good idea.

This may be overkill, but the following text comes from the bylaws of
the Free Standards Group, and covers the case that someone brought up
about treatment of wholely-owned subsidaries (such as Iris being owned
by IBM after the Lotus Development Corporation acquisition).

Personally, I consider this to be far more complex than is or should
be necessary, but the Free Standard Group burned lawyer time to get
this legalese just right, so if people really want us to be anal about
treatment of subsidaries, I offer this text.

But yes, limiting membership of boards, nomcom's, etc., by corporate
ownership can certainly be done, and has been done by other
organizations in the past.

						- Ted

(i) Definition of Control Group. A "Control Group" shall be defined as
all corporations or other entities which are Controlled by any entity
(whether or not such entity is a member of the Corporation), which
Control any entity (whether or not such entity is a member of the
Corporation), or which are under common control with any entity
(whether or not such entity is a member of the Corporation). "Control"
shall mean the ownership of more than 50% of the total securities
representing the voting power of another entity; or in the absence of
voting securities, 50% or more of the voting rights of the entity.

(ii) Prohibitions on Multiple Directors of the Same Membership Class.
No more than two (2) individuals employed by, or performing monetarily
compensated services for, a Control Group shall be permitted to serve
as Directors of the Corporation at the same time.

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From: Scott W Brim <[email-masked]>
Date: Thu, 14 Nov 2002 10:08:43 -0500

> organizations in the past.

I like having the Control Group definition in our back pocket.  It's a
good definition of what we've been talking about, and we will have to
define it someday.  Stick this definition under NomCom on the IETF site,
along with the "no more than 2 per control group" rule, and refer to it
in the call for nominees.

..Scott