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 firstname.lastname@example.org.
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 email@example.com.
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.
Our budgets tend to be fairly conservative and we try to budget at break-even or a small profit. After accounting for additional costs we’re roughly estimating a 10% profit for fiscal year 2012. Over the last two weeks the Board approved a number of motions that used some of this windfall to increase our budgets in key areas.
First, anything that we don’t spend will eventually end up in our reserves. Our goal is to spend less than $200,000 of our profit and allow the remaining $300,000+ to flow into reserves. The downside of allocating that money to reserves is that we’ll be taxed on any profit for FY2012. PASS is a not-for-profit but isn’t tax exempt.
In the PASS budget, the vast majority of our revenue comes from the Summit and that’s where we spend most of our money (Our revenue was higher than projected for Summit 2011 hence the profit we’re seeing for fiscal year 2012). It’s always a challenge to carve out meaningful contributions for our community programs. When we do have additional money available one of the first places we look is to our community. We allocated over $100,000 to support chapters, SQL Saturdays, international events and the 24 Hours of PASS.
This breaks down as follows:
- We increased our Chapter portfolio budget by $40,000. I’m expecting Allen to blog in more detail about where he expects that money to go.
- We added $30,000 to support SQL Saturdays. Much of this will go to sponsoring additional SQL Saturday events. This program also has a long shopping list including laptop stickers, DVD giveaways, and table skirts that they’ve been talking about for a long time. We’re hoping they can get to a few of these. I don’t know exactly how Kendal will prioritize this but you should keep an eye on his blog for more details.
- PASS regularly sponsors non-PASS events – especially internationally. The huge growth in international events has depleted our funds in this area. We approved an additional $30,000 to support these events.
- The Board approved $7,200 to support closed captioning to 15 languages for the upcoming 24 Hours of PASS. We have high expectations for this and I’m anxious to see it in action.
We also allocated money to areas that aren’t as publicly visible.
- We try to have three in-person meetings each year in addition to a brief meeting at the Summit. In the final approved budget we removed the third in-person meeting to balance the budget. We added back the $30,000 to support the third meeting.
- We allocated another $20,000 for Board travel. This is an area I felt needed additional funding. I want the Board members to get out to SQL Saturdays, chapter meetings and maybe an international event. I want them to talk to people they don’t know and see what’s going on in places they wouldn’t otherwise get to. I’m planning to pick a SQL Saturday where I don’t know anyone and attend. I think that’s one of the best ways to find out what’s important to our members.
- PASS continues to look at ways to change our governance structure to better support the international organization we are becoming. Our global governance team is meeting in late March at SQLBits to continue discussions about what these changes might be.
- We looked at a variety of locations for this meeting and found that most of the people we wanted would already be there. We allocated an additional $10,000 for travel expenses to support this.
- We approved $10,000 for marketing for video production. At the Summit we show videos right before the keynotes. These are produced on site and we try to cram as many faces into them as we can while highlighting all the great events from the previous day. They’re great for seeing your friends but not always a great tool to convince someone to attend the Summit. You can see these and a hundred more PASS videos on the SQLPASS channel on YouTube. We plan to use this video as marketing for the Summit. We hope to use it as pre-roll for existing videos, chapters, SQL Saturdays and any other events where it may be appropriate to show it.
If you add all these up you get to $177,200. We think there may be additional spending around governance changes related to becoming a more international organization and we wanted to leave room for that. And of course, if we don’t spend it then it goes to reserves.
The PASS Board recently concluded their two day Board meeting in Seattle. The minutes will be published here later this week or early next week. The minutes for a two day meeting run to nearly ten pages and need to be approved by a majority of the Board prior to publishing. While the minutes cover all the topics in detail, I want to focus on six items that I feel are important to share:
Information Technology. Three years ago the PASS IT department had one individual trying to keep up with office support, rolling out web sites and custom writing applications to support our business. We had many competing priorities and were struggling to make progress. Today we have three individuals and they’re providing outstanding support to the organization. Our internal support is efficient and we are quickly able to rollout event web sites. We’ve also started making significant improvements to the SQLSaturday web application. One huge win has been Orator, our custom developed tool that manages speakers and abstract submissions for conferences. Orator is already starting to reduce workload at HQ and amongst our various event program teams and has improved communication with speakers.
PASS SQLRally. The selection process for the PASS SQLRally 2013 will be starting up in the next couple of weeks. This year we expect to have a room block approved to broaden the base of possible host cities. We’re also going to have HQ more involved in helping the cities with the logistics side of their proposal. We discussed various ways to involve PASS members in the selection process: either selecting the final city from a short list or having a vote earlier in the process that simply counts as one component of the selection process. Whatever form this takes will be clearly outlined in the application process. With PASS Summit 2013 on the east coast, our hope is to balance out our geographic footprint with SQLRally 2013.
PASS Summit. We’ve grown so big that for this year’s Summit we will be using both the North and South sides of the convention center. The biggest change? The dining hall will move over to the North side and will be accessible via the sky bridge. We’ll likely have to move a few session rooms over to the North side as well – which means larger capacity rooms! We also brainstormed on new ideas/formats for this year’s Summit and discussed the possibility of having only 2 keynotes this year. What do you think? Let us know. The Summit selection process for 2015 and 2017 was also touched on.
Board Appointments. The Board spent 90 minutes discussing Board appointments. I briefly covered this in a blog post last week. The discussion covered a variety of topics with the entire Board participating, and the bottom line is that we stand by our recent appointment decisions. However, we know we need to improve our communication around how the appointment process will work next time.
Global Growth. In an effort to manage the explosive growth of SQL Server events and membership outside of North America, we’ve set up committees to look at various ways we can better support our global membership. The Event, Event Content, Communications, Chapters and Governance committees all provided updates. Some highlights: we will temporarily un-gate all PASS recorded sessions currently on our website, we’re going to implement a new Connector newsletter look and feel, and we’re exploring different models of PASS governance structure. I’ll be writing more about our governance discussions and ideas in a future newsletter.
The next in-person Board meeting will be in Dallas in conjunction with PASS SQLRally 2012, which will also be attended by the Board. I hope to see many of you there!
The PASS Board meeting wrapped up on Thursday in Seattle, and as promised, we discussed the Board appointment process for close to 90 minutes. We gave careful consideration to the membership feedback received over the last couple of weeks and reviewed all opinions. We understand and respect that certain of our members disagree with our decision. However, the Board members who voted in favor of the appointments of Kendal Van Dyke and James Rowland-Jones stand by their decision.
As PASS President, I erred in not clearly communicating how the appointment process would work. I should have been clear whether I would automatically recommend the runners up or choose from a broader pool for my recommendation to the Board. In the future, if we have known appointment openings prior to the start of the election process, I will clearly, and publicly, articulate how I plan to approach the appointment process.
In the next PASS Connector newsletter, we will provide a roundup of our latest Board meeting and will do so for every subsequent in-person meeting. I’m also encouraging PASS Board members to blog about their Board meeting experiences. We do publish the Board meeting minutes, but I recognize many of you do not have the time to review these lengthy public documents, so we’ll summarize as best as possible and publish the information in our bi-monthly newsletter. This will help us do a better job articulating and communicating PASS Board discussions and decisions.
Please join me in congratulating James Rowland Jones and Kendal Van Dyke on their appointments to the PASS Board.
James is a member of the SQLBits organizing committee, a very successful SQL Server event program based in the UK, and has been an international advisor to the PASS Board since August 2011. His approach to problem solving and well thought out ideas and discussions have been a valuable asset to the Board. Kendal is a passionate PASS volunteer and leader of the MagicPASS Chapter based in Orlando, FL. who has demonstrated thoughtful and persuasive arguments around PASS governance issues.
For those of you wondering how and why these two appointments were made to the PASS Board – read on!
PASS Board members that are elected to at-large positions serve two year terms. If they aren’t able to complete their term the bylaws state these seats are “filled, by a majority vote of the Board of Directors, for the unexpired term.” Prior to a June 2009 bylaw change these vacated seats with unexpired terms were filled by Presidential appointment.
The current process to fill vacated seats is simple and PASS Board Directors’ votes are publicly recorded. The Directors get to vote for the people who they feel will best serve the organization. It’s important to note that these appointments require a majority vote of the Board.
Board seats usually come available through resignation or a Board member moving to the Executive Committee. As of January 1st, Douglas McDowell moved to the Executive Vice-President of Finance role by Board election and Andy Warren resigned his seat. This means there were two Board seats to fill with terms expiring at the end of 2012.
While the President no longer appoints Directors, they do to put forward candidates. I did this in consultation with the Board in hopes of a smooth appointment process.
In this case, I focused on choosing the best individuals from among our membership to fill these slots. I based my decision on several factors: personal experience, whether the individuals stood for election, Nomination Committee rankings, and vote totals during the election. I also considered what they might be doing once on the Board. For example, we have an opening in the SQL Saturday portfolio that would be nice to fill without shuffling or doubling up. I also wanted to consider people from outside North America. Much of the growth for PASS over the next few years will be international and I wanted to see if we could find someone to help facilitate that growth.
I put forward James Rowland-Jones and Kendal Van Dyke as my recommended candidates. The Board discussed the appointment selections at length. We discussed a variety of potential candidates, including the two I put forward. We looked at several approaches for choosing candidates including appointing the two best people we knew, selecting the next highest vote getters in the recent election, choosing based on portfolio need and appointing based on geographic region. A portion of the discussion was placed under NDA in order to candidly discuss the strengths and weaknesses of each candidate and the Nominating Committee information. It didn’t seem appropriate to discuss individuals’ strengths and weaknesses in the public minutes– especially since some of those individuals may not have known they were even being considered. In the end the motion passed 11 to 1 to bring on James and Kendal.
I am confident that these individuals will serve PASS and its membership effectively. Our meeting minutes will be published in a week or two. Please feel free to drop me a line with any comments or feedback, or simply comment on this post.