Change language as defined by NF Legal

[hackygolucky]

This change has been approved at the Board level but was simplifed from changes we'd proposed months ago in THIS PR. Due to the leaving of the executive director and a misunderstanding in how we have historically processed charter changes from the CommComm or the TSC to the Board, this took some time to weed out language vs. changes for things such as CC --> CommComm.

This provides the minimal language changed as defined by Node Foundation Legal in order to make the CommComm Director codified in the charter but as mentioned, was originally provided by CommComm to the Board as similar language.

**it has been suggested for future PRs that we make sure to tease out important governance changes from copy changes for clarity's sake.

[bnb]

Just wanted to note:

We've been waiting for this to come back since April. I deeply appreciate the work that @hackygolucky has done to make it happen.

My advice is that we merge it as-is, then bring any changes/suggestions/updates in a different PR so that we can actually land this rather than stalling it out. We should certainly be more liberal about updating this doc, but we should get a solid and common base under our feet before we begin that 💖

[bnb]

Given this is four days old, and there are no -1s, I'm going to merge it. Thank you @hackygolucky, @MylesBorins, @chowdhurian, and the rest of the CommComm for the amount of work that y'all put into making this happen.

We should talk about the impact of this in the next CommComm meeting.

[refack]

I think the merge was premature since my request for clarification was not addressed. So ATM our charter states:

The CommComm will elect from amongst voting CommComm members a CommComm Chairperson to work on building an agenda for CommComm meetings and collaborate with the Individual Membership Directors the wishes of the CommComm to the Board for a term of one year according to the Node.js Foundation’s By-laws. The CommComm shall hold annual elections to select a CommComm Chairperson; there are no limits on the number of terms a CommComm Chairperson may serve.

The CommComm will elect from amongst voting CommComm members:

• a CommComm Chairperson, responsible for preparing agendas and coordinating CommComm meetings,
• and
  a representative to serve on the Node.js Foundation Board of Directors pursuant to its Bylaws.
• Each person shall serve a one year term, and may serve for more than one term. The same person may not hold both positions at the same time.

[MylesBorins]

@refack fwiw, this should land and a new PR to fix it should be made and that text approved by board. Since this specific change was approved you are way better off landing it and then iterating imho

edit: to be very explicit. Every change, the exact wording, needs to be approved by the board and legal. As this change was approved and makes the directorship official we should land it as is. Changes to this text should be made in a new PR and the CommComm should build consensus around that text, which can then be sent to the board + legal for approval.

[refack]

@refack fwiw, this should land and a new PR to fix it should be made and that text approved by board. Since this specific change was approved you are way better off landing it and then iterating imho

Since I don't have reference to the Board's decisions, I wanted to make sure whether the approved change was an addition of a new paragraph or a replacement paragraph.

Where can I find the minutes of the board's meeting?

[jakeNiemiec]

@refack I think it was this one: https://youtu.be/r1WY6v00NhM

But, It looks like they explicitly say that "the individual membership and director stuff" would need to come back to the board before merging: https://youtu.be/r1WY6v00NhM?t=6m54s

Edit: This was not intended as a "gotcha", I have nothing but respect for (and work done by) Tracy.

[Tiriel]

I'm quite not comfortable with what's happening here.
I don't want to start arguing over semantics but since there was no hard -1, there was legitimacy to land this PR. And I think we should settle down here and take some time because I worry we have some bad steam building and escalation.

I'd like to request this is talked about in the next meeting if it's ok for everyone. I some wish it to be private, I'd even second it but if you all deem it not necessary, fine by me.

[refack]

I'm quite not comfortable with what's happening here.

I'm sorry about that, it is not my intention to cause discomfort or upset to anyone.

I don't want to start arguing over semantics but since there was no hard -1, there was legitimacy to land this PR. And I think we should settle down here and take some time because I worry we have some bad steam building and escalation.

I also don't want to escalate, but this is our main and formal medium for discussion. IMHO it is well established and legitimate to give critique, and suggest changes and even reversion.
On my part nothing is personal, or accusatory.

I some wish it to be private, I'd even second it but if you all deem it not necessary, fine by me.

I tend to shy away from private discussion, that is not our default mode, and IMHO should be kept only for embargoed subject or when private personal information is discussed.

All of this is codified in https://github.com/nodejs/community-committee/blob/master/GOVERNANCE.md#commcomm-meetings

[refack]

I don't want to start arguing over semantics but since there was no hard -1, there was legitimacy to land this PR.

I'm also not disputing the "legitimacy" of any action done. IMHO the actions taken here fall well within the good judgement of the actors. But IMHO a mistake might have been made, and we should figure out if we need to fix it.

[MylesBorins]

So here's a suggestion for how you handle this based on my experience with landing changes to charters, and to attempt to get all the changes y'all want to see land happen asap

1. Revert the change

• landed in ff90472

2. Get consensus in this PR (or another PR) on the exact changes already approved by the board

• Change language as defined by NF Legal #384

3. Open a new PR to make additional changes to the approved text and reach consensus on that

• Charter changes: remove redundancies #385

4. Get the changes from the new PR brought to foundation reps ASAP to get reviewed prior to the next meeting
5. Either via email or In the next meeting we first confirm consensus on already approved text and then get approval on the changes separately.
6. If legal or the board have an issue with the supplementary changes we can fix those without blocking this change

edit: updated with current status