Member associations

[frivoal]

The term "member association" is both defined and used in both the Process and the bylaws.

The bylaws have just changed as follows:

"Member Association” means a consortium, user society, or association of two or more individuals, companies, organizations or governments, or in any combination of these entities that has the purpose of participating in a common activity or pooling resources to achieve a common goal other than participation in, or achieving certain goals in, W3C. The Board of Directors or any Board Committee authorized by the Board of Directors has final authority to determine whether a person is a Member Association and shall exercise reasonable discretion in making this determination

The Process has this similar text (which is where the definition in the bylaws was originally taken from):

A “Member Association” means a consortium, user society, or association of two or more individuals, companies, organizations or governments, or any combination of these entities which has the purpose of participating in a common activity or pooling resources to achieve a common goal other than participation in, or achieving certain goals in, W3C. A joint-stock corporation or similar entity is not a Member Association merely because it has shareholders or stockholders. If it is not clear whether a prospective Member qualifies as a Member Association may reasonably make the determination.

Looking at the specific changes and differences:

• Towards the end of the first sentence, the deletion changes the meaning significantly, and I think it is important that Process and Bylaws be identical on this point, otherwise things will be very confusing.
• The second sentence of the Process is not in the bylaws. Maybe we should drop it from the Process? Maybe it's a helpful clarification, and we should keep it in the Process, possibly as a note, and/or possibly propose adding it in a later version of they bylaws?
• The second sentence (in the bylaws, or third in the Process) assigns the determination of what is or isn't a Member association to different entities (Board vs CEO). This discrepancy is not helpful, as it could theoretically lead to entities being considered member associations for bylaw purposes and not for process purposes, or vice versa, even though the criteria is the same, due to the determination being made separately. While it is unlikely that this would happen, even opening up the possibility seem undesirable. We should either replace the current process text with that of the bylaws, or have the process reference the bylaws and say that they decide who gets to make the determination.
• In the first sentence, the bylaws revision has added "in ". I'm actually not sure why, as it looks awkward grammatically to me, without changing the meaning. Maybe I'm wrong, it's a meaningful change, and we should adopt it? Maybe the change in the bylaws is an accident that we don't need to reproduce? Maybe it's an accident but we should align anyway?
• Also in the first sentence, and maybe that's related to the previous point, though I am not sure, the Process uses "any combination of these entities which has the purpose" while the bylaws use "in any combination of these entities that has the purpose". The Process version seems more fluid to me, and I don't think that in this context, the word choice makes a difference of meaning, but probably we should align the Process to the bylaws anyways?

Alternatively, we could just delete the definition of Member associations from the process entirely, and update its uses to point to the bylaws for the definition, but (a) we have tried so far to limit the coupling between the two documents, and that seems generally worth preserving, and (b) the bylaws, at least in their current incarnation, don't lend themselves to hyperlinking to individual terms, so that's not very practical.

cc: @LJWatson @mnot @dwsinger @koichimoriyama

[TallTed]

• In the first sentence, the bylaws revision has added "in ". I'm actually not sure why, as it looks awkward grammatically to me, without changing the meaning. Maybe I'm wrong, it's a meaningful change, and we should adopt it? Maybe the change in the bylaws is an accident that we don't need to reproduce? Maybe it's an accident but we should align anyway?

It's not just "awkward" grammatically. It's grammatically incorrect, and should not have been inserted. The Process should not align; rather, Bylaws should revert this change.

• Also in the first sentence, and maybe that's related to the previous point, though I am not sure, the Process uses "any combination of these entities which has the purpose" while the bylaws use "in any combination of these entities that has the purpose". The Process version seems more fluid to me, and I don't think that in this context, the word choice makes a difference of meaning, but probably we should align the Process to the bylaws anyways?

Technically, either "which" or "that" may be used in this case. I prefer "which" (and I probably suggested this change in the Process document), but would not block aligning, if this is deemed important, and if adding it to a set of such minor changes to the Bylaws is not viable.

[css-meeting-bot]

The Revising W3C Process CG just discussed Member associations, and agreed to the following:

• ACTION: Process CG to review this section and figure out what it's trying to do, and is it doing it well.
• ACTION: fantasai to file issue about the broken definition in the Bylaws

The full IRC log of that discussion

<fantasai> florian: Original Bylaws largely copied the Member Association definition from the Process
<fantasai> ... then when they reviewed, they found issues and decided to fix it
<fantasai> ... new definition in Bylaws is close to opposite of the old definition
<fantasai> ... Member Association is always a group of companies.
<fantasai> ... but old definition said it was created for a goal *other* than participation in W3C
<fantasai> ... and excluding a group that was created for participation in W3C is the opposite
<fantasai> florian: We special-case them because they're a special member
<fantasai> ... a trade association that exists can become a W3C Member
<fantasai> ... a trade association that was created for the purpose of participating in W3C needs special handling
<fantasai> ... but the edit flips things around
<fantasai> fantasai: "Member Association means ... association of two or more individuals ... that as the purpose of participating in a common activity or pooling resources to achieve a common goal" ... that's basically any company ever.
<plh> q+
<fantasai> ... that seems overly broad
<fantasai> plh: Why do we need to define this?
<fantasai> florian: There are restrictions on who can represent a Member Association that are not true of ordinary Members
<fantasai> ... e.g. they may designate up to 4 non-employee reps
<fantasai> ... and their individuals must disclose their employment
<fantasai> ... maybe these restrictions aren't useful, in that case we can delete, but there are consequences of this definition
<fantasai> florian: but also, fantasai has a point, the definition in the Bylaws is too vague now
<fantasai> plh: Does this belong in the Process?
<fantasai> fantasai: It's imposing Process restrictions, so yes, it needs to be here
<fantasai> florian: It's not cross-referenced anywhere, but the 2nd, 3rd, and 4th paragraphs are restrictions and the 5th is a clarification
<fantasai> florian: We should file an issue against the Bylaws about their edits.
<fantasai> florian: As long as the notion exists in both Bylaws and Process, it should be aligned; and if something makes no sense we should raise that
<fantasai> ... we can't fix the Bylaws, but we can file issues.
<fantasai> ... Suggest people to review if anything else is wrong with the Bylaws definition
<fantasai> florian: Let's look at other differences. In one case Board decides, in toher CEO decides. Should align to the Bylaws
<fantasai> [discussion of what needs to align]
<fantasai> florian: These aren't meant to be different use cases. We wanted it to mean the same thing.
<fantasai> ... and then the Board decided the definition was broken, and they tried to fix it
<fantasai> plh: Talk with Mark
<fantasai> florian: I'll need to talk to mnot, he drove this change
<fantasai> s/Mark/Board/
<fantasai> ... I think the intent of that fix applies to the Process, too
<fantasai> ... if some Members create more legal entities to have more power, need to restrict that
<fantasai> ... don't hide behind a shell corporation
<fantasai> fantasai: This section is about trade associations or standards orgs or whatever, you can see from the restrictions it imposes it's not about creating shell corporations in order to have 5 AC reps.
<fantasai> fantasai: Bylaws definition is clearly broken, since one path through the definition means every corporation that isn't a joint-stock corporation.
<fantasai> ... actually, the Bylaws doesn't even have the joint-stock clarification, it means every corporation ever
<fantasai> [discussion of Patent Policy implications]
<plh> https://www.w3.org/policies/patent-policy/#sec-disclosure-requirements
<fantasai> florian: That paragraph could apply to other Members, e.g. Mozilla could appoint a volunteer employed by a different org; in that case committing Mozilla's patents, not their employer's
<fantasai> florian: I think this has no Patent Policy impact
<fantasai> plh: Please don't create loopholes in our Patent Policy and Process
<plh> s/plh: Please don't create loopholes in our Patent Policy and Process//
<fantasai> ACTION: Process CG to review this section and figure out what it's trying to do, and is it doing it well.
<fantasai> ACTION: fantasai to file issue about the broken definition in the Bylaws
<fantasai> s/broken//

[frivoal]

The thing is, it's not just the change in the bylaws that is strange. The original sentence is too: with a small exception (now removed from the bylaws), any grouping of people is a member association. The next sentence (which the bylaws didn't copy), tries to disclaim that away ("A joint-stock corporation or similar entity is not a Member Association merely because it has shareholders or stockholders"), but that only left us with the vaguest sense of what Member associations are supposed to be.

I suspect what happened (in the original text) is a failure at double negatives.

"you can only be a normal member if the purpose of your association is not…"
and
"you cannot be a normal member if the purpose of your association is…"
somehow got jumbled into
"you cannot be a normal member if the purpose of your association is not…"
and with enough indirection, people just didn't notice it made no sense. Until the board did notice, but made a fix which doesn't seem to work.

[fantasai]

Filed the Bylaws issue into the Board repo at https://github.com/w3c/board/issues/249