Category: Elections

Elections

PASS: The Legal Stuff

[cross-posted from Bill Graziano's blog at sqlteam.com]

I wanted to give a little background on the legal status of PASS.  The Professional Association for SQL Server (PASS) is an American corporation chartered in the state of Illinois.  In America a corporation has to be chartered in a particular state.  It has to abide by the laws of that state and potentially pay taxes to that state.  Our bylaws and actions have to comply with Illinois state law and United States law.  We maintain a mailing address in Chicago, Illinois but our headquarters is currently in Vancouver, Canada.

We have roughly a dozen people that work in our Vancouver headquarters and 4-5 more that work remotely on various projects.  These aren’t employees of PASS.  They are employed by a management company that we hire to run the day to day operations of the organization.  I’ll have more on this arrangement in a future post.

PASS is a non-profit corporation.  The term non-profit and not-for-profit are used interchangeably.  In a for-profit corporation (or LLC) there are owners that are entitled to the profits of a company.  In a non-profit there are no owners.  As a non-profit, all the money earned by the organization must be retained or spent.  There is no money that flows out to shareholders, owners or the board of directors.  Any money not spent in furtherance of our mission is retained as financial reserves.

Many non-profits apply for tax exempt status.  Being tax exempt means that an organization doesn’t pay taxes on its profits.  There are a variety of laws governing who can be tax exempt in the United States.  There are many professional associations that are tax exempt however PASS isn’t tax exempt.  Because our mission revolves around the software of a single company we aren’t eligible for tax exempt status.

PASS was founded in the late 1990’s by Microsoft and Platinum Technologies.  Platinum was later purchased by Computer Associates. As the founding partners Microsoft and CA each have two seats on the Board of Directors.  The other six directors and three officers are elected as specified in our bylaws.

As a non-profit, our bylaws layout our governing practices.  They must conform to Illinois and United States law.  These bylaws specify that PASS is governed by a Board of Directors elected by the membership with two members each from Microsoft and CA.  You can find our bylaws as well as a proposed update to them on the governance page of the PASS web site.

The last point that I’d like to make is that PASS is completely self-funded.  All of our $4 million in revenue comes from conference registrations, sponsorships and advertising.  We don’t receive any money from anyone outside those channels.  While we work closely with Microsoft we are independent of them and only derive a very small percentage of our revenue from them.

PASS Resources Revealed

[cross-posted from Allen Kinsel's blog at allenkinsel.com]

What has PASS been up to?

Ever find yourself with tons of extra time just looking for something to dig through?

yeah, me neither… But, I do make it a point to go out and read through lots of PASS documents regularly.  Sure, Some of those documents are not for public consumption but, a large portion of them are available for any PASS Member to view.  Almost all of them will require you to be logged in to the PASS site.

A good starting point is the PASS Governance Page <- lots of good stuff hides on this page, Im working on getting this page removed from behind the login wall

PASS BOD Meeting Minutes are posted on the left hand side

The Feb 2011 Minutes are here

  • Good discussions in here about Globalization of PASS, especially revolving around events

The Jan 2011 Minutes are here

  • This was an in-person meeting and there is a literal ton of info in here.  Highlights are  globalization, Summit 2011 Planning, Summit 2010 Post mortem, 5 Year plans, Bylaw Changes

PASS Monthly Reports are found in the middle on the left

These are gems that reveal the day to day inner workings of the BOD and HQ

The Feb report should be posted in the next day or 2

The Jan report however, is here

  • In here You’ll find things about Chapters, IT Projects, Marketing initiatives, ERC info, Sponsorship Sales, Summit Program, SQLRally, Gloablization, etc

The Dec report is here

  • This one contains things like Chapter info, HQ Finance, IT Projects, Marketing, Summit, Rally, 24hop, SQL Saturday,

The budget for PASS is included at the bottom of the governance page

2011 Budget is here

  • Wanna know where the money is supposed to be coming from, and where its supposed to be going?  this is where to look.
  • Side note: Im going to check into where the 2010 audited financials are, they should be available by now.

The SQL Rally has posted all of the planning meeting notes posted here

  • There is tons of good stuff in here, its especially interesting to me to watch the minutes back and forth dealing with very familiar problems as what I’ve seen in the Summit program group.
  • Wanna know how many attendees are registered so far for the Rally? yup its in there. Wanna know how many are in Precons?  yup its in there too

We (PASS Program) started posting meeting minutes near the lower left side of this page

  • I have written about these minutes before
  • Good information in here about many new changes that are being considered by the Program Committee
  • Essentially It says that I’m not getting nearly enough done for the program committee lately.  I need to work on that!

PASS Blog

  • Im including this here because lost of good stuff gets posted here but, for me I can only find it since its in my RSS Reader.

In Summary, PASS releases a ton of information about what its doing.  The problem with this is two-fold, one its a ton of information.  Two, the information is spread out all over the place and is often difficult to find on the site using conventional browsing methods so I hope this helps

What Should PASS Be? I Challenge You

[cross-posted from Andy's blog at sqlandy.com]

PASS isn’t what it should be. I hear that a lot, and in many ways I agree with you. We’re finally growing and evolving, but we’re still far from what I think most of you expect from a true professional association.

But.

I’m not sure you or I have realistic expectations. So I want to challenge you. Draw an image of what you want PASS to be in 3 years and share it on your blog (or post a comment here if you don’t have a blog). Imagine we just hired you to be CEO of PASS and you were going to “fix” things, what would you do? What’s your vision for providing benefits to chapters or members, or for growing membership, or for global growth, or whatever areas you think are badly served right now?

Maybe I just don’t have the vision – I’m limited by my own biases and experiences – but I’d really like for PASS to be what you want it to be. An organization that serves you, excites you, makes you proud to be part of it, proud to support it, and willing to challenge it if it steps off track.

Maybe it’s a paragraph, maybe it’s a thousand words, but I hope you’ll write something. We’ve got several hundred bloggers in the SQL space, and a whole lot of members. What you write may not change the world, but maybe it will.

The Changing Face of PASS

[cross-posted from Bill Graziano's blog at sqlteam.com]

I’m starting my sixth year on the PASS Board.  I served two years as the Program Director, two years as the Vice-President of Marketing and I’m starting my second year as the Executive Vice-President of Finance.  There’s a pretty good chance that if PASS has done something you don’t like or is doing something you don’t like, that I’m involved in one way or another.

Andy Leonard asked in a comment on his blog if the Board had ever reversed itself based on community input.  He asserted that it hadn’t.  I disagree.  I’m not going to try and list all the changes we make inside portfolios based on feedback from and meetings with the community.  I’m going to focus on major governance issues since I was elected to the Board.

Management Company

The first big change was our management company.  Our old management company had a standard approach to running a non-profit.  It worked well when PASS was launched.  Having a ready-made structure and process to run the organization enabled the organization to grow quickly.  As time went on we were limited in some of the things we wanted to do.  The more involved you were with PASS, the more you saw these limitations.  Key volunteers were regularly providing feedback that they wanted certain changes that were difficult for us to accomplish.  The Board at that time wanted changes that were difficult or impossible to accomplish under that structure.

This was not a simple change.  Imagine a $2.5 million dollar company letting all its employees go on a Friday and starting with a new staff on Monday.  We also had a very narrow window to accomplish that so that we wouldn’t affect the Summit – our only source of revenue.  We spent the year after the change rebuilding processes and putting on the Summit in Denver. 

That’s a concrete example of a huge change that PASS made to better serve its members.  And it was a change that many in the community were telling us we needed to make.

Financials

We heard regularly from our members that they wanted our financials posted.  Today on our web site you can find audited financials going back to 2004.  We publish our budget at the start of each year.  If you ask a question about the financials on the PASS site I do my best to answer it.  I’m also trying to do a better job answering financial questions posted in other locations.  (And yes, I know I owe a few of you some blog posts.)

That’s another concrete example of a change that our members asked for that the Board agreed was a good decision.

Minutes

When I started on the Board the meeting minutes were very limited.  The minutes from a two day Board meeting might fit on one page.  I think we did the bare minimum we were legally required to do.  Today Board meeting minutes run from 5 to 12 pages and go into incredible detail on what we talk about.  There are certain topics that are NDA but where possible we try to list the topic we discussed but that the actual discussion was under NDA.  We also publish the agenda of Board meetings ahead of time.

This is another specific example where input from the community influenced the decision.  It was certainly easier to have limited minutes but I think the extra effort helps our members understand what’s going on.

Board Q&A

At the 2009 Summit the Board held its first public Q&A with our members.  We’d always been available individually to answer questions.  There’s a benefit to getting us all in one room and asking the really hard questions to watch us squirm.  We learn what questions we don’t have good answers for.  We get to see how many people in the crowd look interested in the various questions and answers.

I don’t recall the genesis of how this came about.  I’m fairly certain there was some community pressure though.

Board Votes

Until last November, the Board only reported the vote totals and not how individual Board members voted.  That was one of the topics at a great lunch I had with Tim Mitchell and Kendal van Dyke at the Summit.  That was also the topic of the first question asked at the Board Q&A by Kendal.  Kendal expressed his opposition to to anonymous votes clearly and passionately and without trying to paint anyone into a corner.  Less than 24 hours later the PASS Board voted to make individual votes public unless the topic was under NDA.  That’s another area where the Board decided to change based on feedback from our members.

Summit Location

While this isn’t actually a governance issue it is one of the more public decisions we make that has taken some public criticism.  There is a significant portion of our members that want the Summit near them.  There is a significant portion of our members that like the Summit in Seattle.  There is a significant portion of our members that think it should move around the country.  I was one that felt strongly that there were significant, tangible benefits to our attendees to being in Seattle every year.  I’m also one that has been swayed by some very compelling arguments that we need to have at least one outside Seattle and then revisit the decision.  I can’t tell you how the Board will vote but I know the opinion of our members weighs heavily on the decision.

Elections

And that brings us to the grand-daddy of all governance issues.  My thesis for this blog post is that the PASS Board has implemented policy changes in response to member feedback.  It isn’t to defend or criticize our election process.  It’s just to say that is has been under going continuous change since I’ve been on the Board. 

I ran for the Board in the fall of 2005.  I don’t know much about what happened before then.  I was actively volunteering for PASS for four years prior to that as a chapter leader and on the program committee.  I don’t recall any complaints about elections but that doesn’t mean they didn’t occur.  The questions from the Nominating Committee (NomCom) were trivial and the selection process rudimentary (For example, “Tell us about your accomplishments”).  I don’t even remember who I ran against or how many other people ran. 

I ran for the VP of Marketing in the fall of 2007.  I don’t recall any significant changes the Board made in the election process for that election.  I think a lot of the changes in 2007 came from us asking the management company to work on the election process.  I was expecting a similar set of puff ball questions from my previous election.  Boy, was I in for a shock.  The NomCom had found a much better set of questions and really made the interview portion difficult.  The questions were much more behavioral in nature.  I’d already written about my vision for PASS and my goals.  They wanted to know how I handled adversity, how I handled criticism, how I handled conflict, how I handled troublesome volunteers, how I motivated people and how I responded to motivation. And many, many other things.

They grilled me for over an hour.  I’ve done a fair bit of technical sales in my time.  I feel I speak well under pressure addressing pointed questions.  This interview intentionally put me under pressure.  In addition to wanting to know about my interpersonal skills, my work experience, my volunteer experience and my supervisory experience they wanted to see how I’d do under pressure.  They wanted to see who would respond under pressure and who wouldn’t.  It was a bit of a shock.

That was the first big change I remember in the election process.  I know there were other improvements around the process but none of them stick in my mind quite like the unexpected hour-long grilling.

The next big change I remember was after the 2009 elections.  Andy Warren was unhappy with the election process and wanted to make some changes.  He worked with Hannes at HQ and they came up with a better set of processes.  I think Andy moved PASS in the right direction.  Nonetheless, after the 2010 election even more people were very publicly clamoring for changes to our election process. 

In August of 2010 we had a choice to make.  There were numerous bloggers criticizing the Board and our upcoming election.  The easy change would be to announce that we were changing the process in a way that would satisfy our critics.  I believe that a knee-jerk response to criticism is seldom correct.

Instead the Board spent August and September and October and November listening to the community.  I visited two SQLSaturdays and asked questions of everyone I could.  I attended chapter meetings and asked questions of as many people as they’d let me.  At Summit I made it a point to introduce myself to strangers and ask them about the election.  At every breakfast I’d sit down at a table full of strangers and ask about the election.  I’m happy to say that I left most tables arguing about the election.  Most days I managed to get 2 or 3 breakfasts in.

I spent less time talking to people that had already written about the election.  They were already expressing their opinion.  I wanted to talk to people that hadn’t spoken up.  I wanted to know what the silent majority thought.  The Board all attended the Q&A session where our members expressed their concerns about a variety of issues including the election.

The PASS Board also chose to create the Election Review Committee.  We wanted people from the community that had been involved with PASS to look at our election process with fresh eyes while listening to what the community had to say and give us some advice on how we could improve the process.  I’m a part of this as is Andy Warren.  None of the other members are on the Board.  I’ve sat in numerous calls and interviews with this group and attended an open meeting at the Summit.  We asked anyone that wanted to discuss the election to come speak with us.  The ERC held an open meeting at the Summit and invited anyone to attend.  There are forums on the ERC web site where we’ve invited people to participate.  The ERC has reached to key people involved in recent elections. 

The years that I haven’t mentioned also saw minor improvements in the election process.  Off the top of my head I don’t recall what exact changes were made each year.  Specifically since the 2010 election we’ve gone out of our way to seek input from the community about the process.  I’m not sure what more we could have done to invite feedback from the community.

I think to say that we haven’t “fixed” the election process isn’t a fair criticism at this time.  We haven’t rushed any changes through the process.  If you don’t see any changes in our election process in July or August then I think it’s fair to criticize us for ignoring the community or ask for an explanation for what we’ve done.

In Summary

Andy’s main point was that the PASS Board hasn’t changed in response to our members wishes.  I think I’ve shown that time and time again the PASS Board has changed in response to what our members want.  There are only two outstanding issues: Summit location and elections.  The 2013 Summit location hasn’t been decided yet.  Our work on the elections is also in progress.  And at every step in the election review we’ve gone out of our way to listen to the community and incorporate their feedback on the process.

I also hope I’m not encouraging everyone that wants some change in the organization to organize a “blog rush” against the Board.  We take public suggestions very seriously but we also take the time to evaluate those suggestions and learn what the rest of our members think and make a measured decision.

PASS Update #52 (ERC)

[cross-posted from Andy Warren's blog at sqlandy.com]

We’re doing weekly calls for the ERC (election review committee) and we seem to be making some progress. This past week we came up with a good outline of what we hope to see as the process for selecting the nomcom (look for a post from Bill Graziano for details), and you can from that guess that we plan to retain the nomcom as part of our recommendations back to the Board.

My focus has been thinking about what matters when evaluating candidates, because to a degree we’re trying to predict success. I’ve got about a 50% average on picking employees, so I’m not sure that I can do much better with picking Board members. But skill or not, there’s merit to making it clear which attributes we value, and giving the nomcom very clear guidance on how the attributes are scored and weighted. What I hope we’ll wind up with is a process that:

  • Allows potential candidates to easily self-assess if they meet the minimum qualifications (and yes, the hard part is describing those)
  • Allows us to score candidates in a close to objective manner in most areas. For example, if we include education we might award 1 point for High School, 2 points for two year degree, and perhaps cap it at 3 for a 4 year degree or more. For things like leadership it might be 1 point for each 12 months in a management/leadership position, with a max of x points, and it must have been within the last x years.
  • Allows our nomcom to add a portion of the overall score based on their impressions during an interview. Not everyone shines under stress, not every nomcom member will see everyone the same way. Maybe this is 20% of the score, but it’s not 80%.
  • Takes the scores and then puts the top 3*slots on the slate

That’s not a huge change from last year, but I think it’s really going to add a lot of depth and structure to the “process”. What we want is for the Board (and by extension, the members) to tell the Nomcom the attributes it values and how they want them evaluated. It’s got to be more than “pick the ones you think best”. Even with these changes it’s really important that we get a diverse Nomcom that’s vested in the health of PASS overall, and I think we have good ideas for you on that.

There are two places where I’m pushing for change. The first is that we need a safety valve, a way to bypass the Board and the nomcom to a degree, to make sure that if the members want change, they have a way to do it. My proposal is that of the candidates who passed the minimum qualifications but did not make it to the final slate we’ll have a vote by the members (I don’t know how else to do it) to the slate. It’s essentially a write-in, with the pre-requisite that you have to meet the minimums and do the work to fill out the application, which makes sure that we get candidates that are interested and viable.

The other one is removing the requirement that sitting Board members go through the nomination process for re-election. It takes time, and if they were qualified before, reasonably they still are. It’s both their time and the time of the nomcom, and it’s tough to imagine a time when the nomcom would not put a sitting board member on the slate. Then they get to run on their record and the members decide. Is this right? I argue with myself on it! I’ve been through it this past year and didn’t mind paying my dues, but was it worthwhile? I don’t think it was, but I’m sensitive – perhaps overly so – to the perception that we’re trying to make it harder to change by making it easier to maintain the status quo, if that makes any sense.

We’ve got a lot more ideas than that, and a lot of discussion, none of that is set yet. Doing it by phone is slow and mildly painful. Good discussion, great differing points of view, but no problems working together. I just wish we’d been able to work it out to spend a weekend working on this in one room. The hard part is that some ideas need time to grow, so doing it all in a weekend would have been unlikely.

As we talk about our ideas for recommendations I’m trying to look at the entire stack. It’s not enough to just fix one thing or tweak one thing, we have to try – as best we can – to look at the entire stack and ask if it’s rational. I want it to be clear and simple, if not easy, for someone to look at the requirements and decide to become a candidate, and I want them to be able to clearly understand how we evaluate and rank them. In the end we may not satisfy everyone about why we value x more than y, but we’ll have it up on the board,and we can revisit each year and tweak as we learn lessons. In fairness we’ve tried to do that the past two years, but never with the big picture view we’re trying to do this year.

I’ve probably left you with more questions than less, but wanted to let you know we’re working on it and I think that we’re making progress. Post questions if you have them and I’ll do my best to answer!