September 18, 2015 - The 2015 PASS Nominations Committee has issued the following statement in relation the use of Chapter mailing lists during the 2015 PASS Board of Directors Election:
“The PASS Nominations Committee has reviewed an issue related to an email being sent from a PASS VC mailing list where a candidate is a leader. The campaign rules section of our election overview contains the following: “Candidates who are Chapter leaders can use the Chapter email list for campaigning if they also provide list access to all other candidates.” As there is no evidence that any other candidate was denied access to the email list the current policies haven’t been violated. The Nominations Committee will review the policy following the elections.”
The full 2015 Elections Policies can be found at 2015 PASS Board of Directors Election Overview. Specifically, campaign rules (#3, #4 and #5) applicable to the above noted statement can be found below:
3. The candidate may ask a Chapter leader to send their candidate information to the Chapter’s email list. Doing so is at the discretion of the Chapter leader. The Chapter leader must accept responsibility for member feedback if they choose to send the information.
4. Candidates who hold leadership positions within PASS (Board members, Chapter leaders, etc.) may not use the email lists held by PASS for personal campaigning. This allows all candidates equal ground by eliminating such an advantage that those in a leadership position would have over other candidates. Rule 5 below provides an exception for candidates who are also Chapter leaders.
5. In order to not penalize candidates who are Chapter leaders, the exception for using email lists held by PASS are as follows: Candidates who are Chapter leaders can use the Chapter email list for campaigning if they also provide list access to all other candidates. Each Chapter leader understands their chapter’s tolerance for email, and it is up to their discretion as to how to implement this access. The PASS NomCom believes that the candidates who hold leadership positions within PASS have achieved this position by serving the community. We expect they will honor the spirit of this rule.
2015 PASS Nominations Committee Chair
May 7, 2015 – During the 2014 election cycle, the PASS Board established specific eligibility requirements for voting in the PASS elections. These requirements are designed to help de-duplicate member data for eligible voters before ballot notifications are sent. Specific mandatory fields have been added to the myProfile section of sqlpass.org to help us better serve the community.
To cast a ballot, members must complete all mandatory fields in their myPASS profile. PASS members who have not completed their profile will receive a reminder to
update their myPASS profile to be eligible to vote. Your profile must be completed by 11:59 pm PDT June 1, 2015 to guarantee eligibility to cast ballots in the 2015 PASS elections.
Don’t miss your chance to vote in the PASS elections! To confirm your eligibility, please log into your myPASS account to look for the follow eligibility stamp:
PASS is your organization. Thank you for helping to shape its future by participating in the elections process.
Immediate Past President
June 4, 2014 – Discussions around this year’s Nomination Committee (NomCom) elections have raised some questions about global representation on the NomCom. The three community seats on the five-member NomCom match the three seats up for election on the PASS Board of Directors. Here’s a quick summary of where we are in the process of increasing international representation and participation in PASS leadership via regional seats and how that relates to this year’s NomCom and Board elections.
Last year, the PASS Board approved bylaw changes that allowed the transition of its formerly all open seats to a mix of open seats and regionally-reserved seats, paving the way for more international perspectives and representation on the Board. The bylaw changes also set the NomCom to mirror the composition of Board seats up for election in any given year. The Board began this transition by adding two regional seats for the 2014/2015 term: one US/Canada seat (won by Tim Ford in the 2013 Board elections) and one EMEA seat (won by Jen Stirrup).
The bylaws call for a total of two regional seats representing the US/Canada, one each to be up for election annually, so this year defines that second US/Canada seat on the Board. Thus, for the 2014 NomCom and Board elections, community members are voting to fill one US/Canada regional seat and two open seats. Going forward, at least one US/Canada and one open seat will be up for election each year, with the EMEA regional seat up for election every other year. You can review the process for awarding PASS NomCom and Board seats here.
The Board has been diligently working on the next steps for adding other regional seats to promote greater global perspective and representation. We will be sharing this with the PASS community in the coming weeks. As the Board grows globally via regional seats so will the NomCom.
The transition to additional regional seats is an important process, but I want to remind dedicated volunteers and prospective candidates outside of US/Canada and EMEA that you don’t have to wait until a seat is added for your region. As always, candidates from any region are eligible to run for open seats on the PASS NomCom and Board of Directors, and we encourage you to do so.
Good luck to all our NomCom candidates during this week’s election and to all those thinking about running for the PASS Board later this year. Watch Friday afternoon for announcement of the full NomCom – including this year’s Board-appointed member – after the Board approves the final election results and appointee nomination. And please let us know if you have any questions.
– Bill Graziano
Immediate Past President/NomCom Chair
April 1, 2014 – Mark your calendar: An early Nomination Committee (NomCom) process will kick off this year’s PASS elections season, with applications opening in May for three community seats on the team that will manage the Board of Directors elections. The 2014 NomCom will also be working to streamline and improve our elections process for candidates and members alike.
As Immediate Past President, I’ll be chairing the five-member NomCom, which includes three elected community representatives who will reflect the three seats up for election on the PASS Board this year: one US/Canada seat and two open seats. A representative appointed by the PASS Board will round out the committee.
In addition to managing the Board elections, this year’s NomCom is charged with streamlining the process for involving and evaluating candidates and with enhancing opportunities for community engagement in the elections.
To give us time to discuss and implement any changes, the NomCom elections season will occur earlier this year, with NomCom applications opening May 14 and elections running June 3-6. Once seated, the NomCom will meet regularly from June 9-July 25 before Board applications open in early August and will participate in candidate interviews from August 27 to September 12.
To be eligible to run for the NomCom, candidates must have a demonstrable track record of volunteering with PASS – such as serving as a Regional Mentor, Chapter or Virtual Chapter Leader, or Program Committee member – and participating in other volunteer endeavors. Note that as an essential part of the PASS Board elections process, the NomCom requires significant time and effort.
Remember that to be eligible to vote in the NomCom and PASS Board elections, members must update their PASS profile by June 1, 2014. Many of you have already completed your myProfile information, which helps PASS better serve your interests and allows us to do our due diligence in ensuring that eligible voters receive only one ballot. If you haven’t already, I encourage you to update your myProfile today!
Serving on the NomCom is one of the most rewarding ways to give back to the PASS community and be involved in helping shape the future of our organization. Have questions about what’s involved in running for and serving on the PASS NomCom? Don’t hesitate to reach out to me or PASS HQ Governance Administrator Janice Simpson.
– Bill Graziano
Immediate Past President/NomCom Chair
January 7, 2014 – The 2013 elections cycle highlighted some issues with how ballots are generated for the annual PASS Board of Directors elections. Historically, all PASS members – identified as those for whom we have a unique email address – have been eligible to vote. Under this broad definition, however, it is common for members to have multiple unique email addresses in the system and to thus receive multiple ballots.
In an effort to reduce the number of duplicate ballots sent out, the PASS Board has established more specific eligibility requirements for voting. In a recent meeting, the Board agreed that to receive a ballot, members must have a completed PASS profile.
PASS has added new fields to the myProfile section of sqlpass.org to help us better serve the community. The additional information will also help us de-dupe member data for eligible voters before sending ballots. As part of a new membership drive, we are encouraging all members to update or fill out their profiles and review them for completeness and accuracy.
All members who complete their profiles – including the new fields – by June 1, 2014, will receive a ballot to vote in the PASS elections, with one caveat: All completed profiles will be checked for duplication, and those identified as duplicate will be eliminated from the ballot send out.
Looking forward to your feedback on this change in voter eligibility, and please complete or set up your profile as soon as you can!
Immediate Past President
December 19, 2013 – As CA announced at PASS Summit 2013, it has relinquished its two Founding Partner seats on the PASS Board of Directors, currently held by Rick Bolesta and Neil Buchwalter. A 1999 founding partner member of PASS along with Microsoft, CA has witnessed the organization’s membership grow to 100,000+ data professionals over the past 14 years, and we thank CA, Rick, and Neil for all their support and contributions. Read more about CA and its relationship with PASS.
In light of CA’s departure, the Board has revised the PASS bylaws to address the company’s vacant vendor-appointed seats. The proposed bylaw changes amend Section VI.2., Composition and Qualifications, to reduce the number of both voting Directors and vendor-appointed Directors and to remove CA from appointing vendor-appointed seats.
The proposed bylaw changes are open for member review now through Wednesday, Jan. 22. Please take a few minutes to read over the changes and send any comments or questions to email@example.com.
The Board will be discussing your feedback at its January in-person meeting. Once finalized and approved by the Board, the updated bylaws will be posted on the PASS Governance page.
– Bill Graziano
February 18, 2013 – The PASS Board recently approved an updated set of bylaws that provide improved representation to our members around the world. As part of this process, we solicited feedback from our members for 30 days. During that time we received three pieces of feedback.
The first comment reads:
Although the bylaws discuss an individual director representing a region – what are the rules around who can represent a region? Must one live in the region, or work in the region? Especially when you get into Europe, there will probably need to be very clear rules about that, as well as what happens when someone moves or changes employment.
The Board will define any regions prior to the elections through the published election procedures. We expect that the regions will be quite large. For example, the bylaws define the US and Canada as the first region. Based on the discussion at our last Board meeting, I expect the second region defined will be Europe, the Middle East, and Africa (EMEA). Ideally, we would find people that both lived and worked in the region. We’re going to do the best we can at defining what being “in” a region means so that potential candidates have a clear understanding of their particular situation.
The second comment is about electronic votes. It reads:
I have a question regarding this section: Section VI.5.Mail or Electronic Vote. Any action requiring a vote of the Board of Directors may be taken by written, mailed, facsimile, online, or electronic ballot. The action taken by such a vote shall be effective upon the unanimous approval of the members of the Board. Is this saying that every vote must be unanimous? I don't think that's the case, but I think it can be read that way.
The VI.5 only applies to votes conducted over mail or electronically such as email votes. This section is included to comply with Illinois state law.
The last comment discusses our meetings. It reads:
The biggest thing I find interesting is that we never have meetings though they are specified. Only thing I see that a meeting could do would be to remove a board member, but that would take the board calling for the meeting, and it seems to need to be in person. But I generally trust the board, unlike national politics. I expect that the board will work in our best interest and deal honestly. :)
We consider the PASS Summit as the official annual meeting. This is one of the reasons finances and organizational details are presented at Summit. In general, there’s very little that needs to officially happen at the annual meeting.
I’d like to thank our Governance Coordinators at headquarters, the Global Growth Committee, and the PASS Board for their work on these bylaws. Reviewing revision after revision of these documents isn’t the most glamorous part of our volunteer work, but it is necessary to move our organization forward.
February 15, 2013 – On January 9, 2013, the Board of Directors formally proposed an amended set of Bylaws for the PASS organization.
The Bylaw changes address the option for regional representation which will facilitate PASS’ vision to better serve our membership around the world. Allowances for mid-term vacancies to be filled by community vote are also included in these Bylaw amendments.
In keeping with Illinois State Law (the PASS incorporation jurisdiction), members had 30 days to provide feedback and insight on the proposed Bylaw changes. Thank you for the thoughtful feedback via tweets, blog posts, and emails. The PASS Board reviewed and discussed all input presented prior to approving the amended Bylaws.
The motion passed with 13 yes votes, 0 no votes and 1 abstentions. A 2/3 majority is required for such a fundamental governance change.
It’s never too late to familiarize yourself with the PASS Bylaws. They are available on the Governance section of the website for download or reference.
This is an exciting time for PASS now that we have the foundation for formal international representation. The changes to the Bylaws are the first step in ensuring PASS truly reflects the global SQL Server Community—your community.
The 2013 elections are around the corner and we encourage you to get involved.
February 1, 2013 – Cross-posted from Bill Graziano's SQL Server Blog, January 10, 2013
PASS launched a Global Growth Initiative in the Summer of 2011 with the appointment of three international Board advisors. Since then we’ve thought and talked extensively about how we make PASS more relevant to our members outside the US and Canada. We’ve collected much of that discussion in our Global Growth site. You can find vision documents, plans, governance proposals, feedback sites, and transcripts of Twitter chats and town hall meetings. We also address these plans at the Board Q&A during the 2012 Summit.
One of the biggest changes coming out of this process is around how we elect Board members. And that requires a change to the bylaws. We published the proposed bylaw changes as a red-lined document so you can clearly see the changes.
Our goal in these bylaw changes was to address the changes required by the global growth initiatives, conduct a legal review of the document and address other minor issues in the document. There are numerous small wording changes throughout the document. For example, we replaced every reference of “The Corporation” with the word “PASS” so it now reads “PASS is organized…”.
The biggest change in these bylaw changes is how the Board is composed and elected. This discussion starts in section VI.2. This section now says that some elected directors will come from geographic regions. I think this is the best way to make sure we give all of our members a voice in the leadership of the organization. The key parts of this section are:
The remaining Directors (i.e. the non-Officer Directors and non-Vendor Appointed Directors) shall be elected by the voting membership (“Elected Directors”). Elected Directors shall include representatives of defined PASS regions (“Regions”) as set forth below (“Regional Directors”) and at minimum one (1) additional Director-at-Large whose selection is not limited by region. Regional Directors shall include, but are not limited to, two (2) seats for the Region covering Canada and the United States of America.
Additional Regions for the purpose of electing additional Regional Directors and additional Director-at-Large seats for the purpose of expanding the Board shall be defined by a majority vote of the current Board of Directors and must be established prior to the public call for nominations in the general election. Previously defined Regions and seats approved by the Board of Directors shall remain in effect and can only be modified by a 2/3 majority vote by the then current Board of Directors.
Currently PASS has six At-Large Directors elected by the members. These changes allow for a Regional Director position that is elected by the members but must come from a particular region. It also stipulates that there must always be at least one Director-at-Large who can come from any region.
We also understand that PASS is currently a very US-centric organization. Our Summit is held in America, roughly half our chapters are in the US and Canada and most of the Board members over the last ten years have come from America. We wanted to reflect that by making sure that our US and Canadian volunteers would continue to play a significant role by ensuring that two Regional seats are reserved specifically for Canada and the US.
Other than that, the bylaws don’t create any specific regional seats. These rules allow us to create Regional Director seats but don’t require it. We haven’t fully discussed what the criteria will be in order for a region to have a seat designated for it or how many regions there will be. In our discussions we’ve broadly discussed regions for
- United States and Canada
- Europe, Middle East, and Africa (EMEA)
- Australia, New Zealand and Asia (also known as Asia Pacific or APAC)
- Mexico, South America, and Central America (LATAM)
As you can see, our thinking is that there will be a few large regions. I’ve also considered a non-North America region that we can gradually split into the regions above as our membership grows in those areas.
The regions will be defined by a policy document that will be published prior to the elections. I’m hoping that over the next year we can begin to publish more of what we do as Board-approved policy documents.
While the bylaws only require a single non-region specific At-large Director, I would expect we would always have two. That way we can have one in each election. I think it’s important that we always have one seat open that anyone who is eligible to run for the Board can contest. The Board is required to have any regions defined prior to the start of the election process.
Board Elections – Regional Seats
We spent a lot of time discussing how the elections would work for these Regional Director seats. Ultimately we decided that the simplest solution is that every PASS member should vote for every open seat. Section VIII.3 reads:
Candidates who are eligible (i.e. eligible to serve in such capacity subject to the criteria set forth herein or adopted by the Board of Directors) shall be designated to fill open Board seats in the following order of priority on the basis of total votes received: (i) full term Regional Director seats, (ii) full term Director-at-Large seats, (iii) not full term (vacated) Regional Director seats, (iv) not full term (vacated) Director-at-Large seats. For the purposes of clarity, because of eligibility requirements, it is contemplated that the candidates designated to the open Board seats may not receive more votes than certain other candidates who are not selected to the Board.
We debated whether to have multiple ballots or one single ballot. Multiple ballot elections get complicated quickly. Let’s say we have a ballot for US/Canada and one for Region 2. After that we’d need a mechanism to merge those two together and come up with the winner of the at-large seat or have another election for the at-large position.
We think the best way to do this is a single ballot and putting the highest vote getters into the most restrictive seats. Let’s look at an example:
There are seats open for Region 1, Region 2 and at-large. The election results are as follows:
- Candidate A (eligible for Region 1) – 550 votes
- Candidate B (eligible for Region 1) – 525 votes
- Candidate C (eligible for Region 1) – 475 votes
- Candidate D (eligible for Region 2) – 125 votes
- Candidate E (eligible for Region 2) – 75 votes
In this case, Candidate A is the winner for Region 1 and is assigned that seat. Candidate D is the winner for Region 2 and is assigned that seat. The at-large seat is filled by the high remaining vote getter which is Candidate B.
The key point to understand is that we may have a situation where a person with a lower vote total is elected to a regional seat and a person with a higher vote total is excluded. This will be true whether we had multiple ballots or a single ballot.
Board Elections – Vacant Seats
The other change to the election process is for vacant Board seats. The actual changes are sprinkled throughout the document.
Previously we didn’t have a mechanism that allowed for an election of a Board seat that we knew would be vacant in the future. The most common case is when a Board members moves to an Officer role in the middle of their term. One of the key changes is to allow the number of votes members have to match the number of open seats. This allows each voter to express their preference on all open seats. This only applies when we know about the opening prior to the call for nominations. This all means that if there’s a seat will be open at the start of the next Board term, and we know about it prior to the call for nominations, we can include that seat in the elections. Ultimately, the aim is to have PASS members decide who sits on the Board in as many situations as possible.
We discussed the option of changing the bylaws to just take next highest vote-getter in all other cases. I think that’s wrong for the following reasons:
- All voters aren’t able to express an opinion on all candidates. If there are five people running for three seats, you can only vote for three. You have no way to express your preference between #4 and #5.
- Different candidates may have different information about the number of seats available. A person may learn that a Board member plans to resign at the end of the year prior to that information being made public. They may understand that the top four vote getters will end up on the Board while the rest of the members believe there are only three openings. This may affect someone’s decision to run. I don’t think this creates a transparent, fair election.
- Board members may use their knowledge of the election results to decide whether to remain on the Board or not. Admittedly this one is unlikely but I don’t want to create a situation where this accusation can be leveled.
I think the majority of vacancies in the future will be handled through elections. The bylaw section quoted above also indicates that partial term vacancies will be filled after the full term seats are filled.
Section VI.7 on removing directors has always had a clause that allowed members to remove an elected director. We also had a clause that allowed appointed directors to be removed. We added a clause that allows the Board to remove for cause any director with a 2/3 majority vote. The updated text reads:
Any Director may be removed for cause by a 2/3 majority vote of the Board of Directors whenever in its judgment the best interests of PASS would be served thereby.
Notwithstanding the foregoing, the authority of any Director to act as in an official capacity as a Director or Officer of PASS may be suspended by the Board of Directors for cause.
Cause for suspension or removal of a Director shall include but not be limited to failure to meet any Board-approved performance expectations or the presence of a reason for suspension or dismissal as listed in Addendum B of these Bylaws.
The first paragraph is updated and the second and third are unchanged (except cleaning up language). If you scroll down and look at Addendum B of these bylaws you find the following:
Cause for suspension or dismissal of a member of the Board of Directors may include:
- Inability to attend Board meetings on a regular basis.
- Inability or unwillingness to act in a capacity designated by the Board of Directors.
- Failure to fulfill the responsibilities of the office.
- Inability to represent the Region elected to represent
- Failure to act in a manner consistent with PASS's Bylaws and/or policies.
- Misrepresentation of responsibility and/or authority.
- Misrepresentation of PASS.
- Unresolved conflict of interests with Board responsibilities.
- Breach of confidentiality.
The bold line about your inability to represent your region is what we added to the bylaws in this revision. We also added a clause to section VII.3 allowing the Board to remove an officer. That clause is much less restrictive. It doesn’t require cause and only requires a simple majority.
The Board of Directors may remove any Officer whenever in their judgment the best interests of PASS shall be served by such removal.
There are numerous other small changes throughout the document.
Proxy voting. The laws around how members and Board members proxy votes are specific in Illinois law. PASS is an Illinois corporation and is subject to Illinois laws. We changed section IV.5 to come into compliance with those laws. Specifically this says you can only vote through a proxy if you have a written proxy through your authorized attorney.
English language proficiency. As we increase our global footprint we come across more members that aren’t native English speakers. The business of PASS is conducted in English and it’s important that our Board members speak English. If we get big enough to afford translators, we may be able to relax this but right now we need English language skills for effective Board members.
Committees. The language around committees in section IX is old and dated. Our lawyers advised us to clean it up. This section specifically applies to any committees that the Board may form outside of portfolios. We removed the term limits, quorum and vacancies clause. We don’t currently have any committees that this would apply to. The Nominating Committee is covered elsewhere in the bylaws.
Electronic Votes. The change allows the Board to vote via email but the results must be unanimous. This is to conform with Illinois state law.
Immediate Past President. There was no mechanism to fill the IPP role if an outgoing President chose not to participate. We changed section VII.8 to allow the Board to invite any previous President to fill the role by majority vote.
Nominations Committee. We’ve opened the language to allow for the transparent election of the Nominations Committee as outlined by the 2011 Election Review Committee.
Revocation of Charters. The language surrounding the revocation of charters for local groups was flagged by the lawyers. We have allowed for the local user group to make all necessary payment before considering returning of items to PASS if required.
Bylaw notification. We’ve spent countless meetings working on these bylaws with the intent to not open them again any time in the near future. Should the bylaws be opened again, we have included a clause ensuring that the PASS membership is involved. I’m proud that the Board has remained committed to transparency and accountability to members. This clause will require that same level of commitment in the future even when all the current Board members have rolled off.
I think that covers everything. I’d encourage you to look through the red-line document and see the changes. It’s helpful to look at the language that’s being removed and the language that’s being added.
I’m happy to answer any questions here or you can email them to firstname.lastname@example.org.
As 2012 draws to a close, I’m growing increasingly excited about the start of another year full of opportunities for PASS. With the Board of Directors elections completed and a new Board starting in 2013, it’s time to assign portfolios for the upcoming year. Next year sees the return of an old portfolio and the combining of some existing portfolios. It also brings us both returning Board members and new leaders.
Adam Jorgensen headed up the Summit Program portfolio this year and will return to that position next year, leading the team that selects the amazing educational sessions for the largest SQL Server and BI training and networking event in the world. The Program Committee just completed its work for Seattle and is gearing up for PASS Summit 2013 in Charlotte.
Denise McInerney will return to the Virtual Chapters portfolio next year and will also handle 24 Hours of PASS. There are many similarities between these portfolios as well as cross-portfolio opportunities, so it makes sense to assign them to a single director.
Rob Farley will guide the SQLSaturday portfolio. These events are seeing tremendous growth throughout the world. With our continued focus on serving members around the globe, we expect these free events to reach and positively impact even more members in 2013.
James Rowland-Jones, elected to the Board after serving a 1-year appointment, will continue leading the Global Growth portfolio. We’ve made great strides in the past year getting feedback and laying the groundwork for better supporting the global community. Now it’s time to build on that work and put the next steps into action.
Wendy Pastrick will begin her term on the Board by leading our Chapters portfolio. PASS’s support of local Chapters through Regional Mentors, Community Evangelists, tools, best practices, and more has grown tremendously over the last few years, but there’s still much to do.
Sri Sridharan, also newly elected to the Board, will guide the returning Volunteers portfolio. As we continue to grow PASS’s volunteer pool, it’s important to have a dedicated a team to coordinate volunteer activities across the organization. Although this portfolio has existed in the budget, it hasn’t had anyone assigned to it for several years. We are still defining exactly how the Volunteers portfolio will align with our other portfolios, but by the end of 2013, we expect to see more volunteers, better organized, and with greater recognition for their valuable contributions.
In addition to the PASS Executive Committee – consisting of myself; Executive VP, Finance, Douglas McDowell; VP, Marketing, Thomas LaRock; and Past President Rushabh Mehta – as well as Founding Partner Board members from CA and Microsoft, this is the team that will lead PASS for the upcoming year. Please congratulate them on their portfolio assignments and offer them all the support you can. We’re expecting great things from them.