First of all, I want to congratulate both Kendal van Dyke (@SQLDBA) and James Rowland-Jones (@jrowlandjones) on their recent appointment to the PASS Board of Directors. I have no doubt they will go above and beyond to fulfill their duties and represent the SQL Server community at large.
Some others feel that more deserving candidates were slighted by this process, and argue that the immediate runners-up in the previous election should get called upon to fill vacated roles. You can read about them here:
Steve Jones: http://voiceofthedba.wordpress.com/2012/01/13/ethics-and-power/
Andy Warren: http://www.sqlandy.com/index.php/2012/01/pass-time-to-change-the-by-laws/
Steve's main argument is that the next highest vote recipients in the recent election should automatically fill vacated slots. He contends that Sri has done a lot of work for the community, organizing SQLSaturdays and bringing SQL Rally to Dallas. I know it is not his intention, but stating these things, in my mind, tends to belittle the efforts of the people the board did choose. Kendal's resume is quite similar to Sri's – he works tirelessly for the Orlando SQL Server user groups, speaking at every SQLSaturday there, helping plan their most recent SQLSaturday, and starting a user group (MagicPASS). He was also a key player in bringing the first SQL Rally to Orlando, and having attended as both a speaker and a sponsor, I know that Kendal went to great lengths in making the event as flawless as possible. And James' effort with SQLBits should not be overlooked either – I have been to multiple events over there and I can tell you first-hand that the UK SQL community is quite happy with his efforts on their behalf. He has also served as an international advisor to the PASS board since early 2011, and is involved with many community groups in addition to PASS and SQLBits. Both have been recognized as SQL Server MVPs and constantly demonstrate their commitment to the community. I don't want to take away from Sri's accomplishments, but do want to have equivalent context for the other choices as well.
Andy simply argues that, while the by-laws allow the board to vote for whomever they please, they have traditionally appointed the person with the next highest votes from the previous election — so that's what he expected to happen this time, too. This is a fair expectation, but not a perfect one: to me it seems similar to when people get bitten by the fact that ORDER BY in a view no longer guarantees order without an explicit ORDER BY on the outer query: they're relying on observed behavior vs. what is (or what isn't) written in stone. The process that happened here is not at odds with the way the by-laws are written, it just so happens that in previous incidents the board's decision happened to coincide with the community's vote. (He also suggests that they could have changed the size of the board in order to give James a vote and still take the next two highest vote-getters to fill the vacated seats.)
The idea Steve and Andy have is not without merit, but this is not how the by-laws are currently written (Thomas LaRock explains). I also think there are time limit issues at play. If these appointments happened in March, July, or October 2012, would the 2011 election results be as relevant? If we were to rely solely on community votes, at what point would we need to hold a new vote? I'm just trying to think of how the by-laws could be explicitly written to allow for the community to control every member of the board without having to hold elections all the time.
When I tried to think of real-life (well, non-tech) examples of this, I could only come up with two off the top of my head.
- President of the United States
When the President becomes unable to serve, the Vice President – someone who the President just happened to choose as their running mate – takes his/her place. Not the runner-up in the Presidential race, who quite likely does not hold the same values as the person the people elected. That doesn't mean they are not capable of the position, or that they wouldn't have done a good job, it's just not how the law is written.
- Beauty Pageant Queen
When these ladies lose their crown, the runner-up takes their place. This is more in-line with what Steve and Andy are arguing for, though it is still not the community at large who determined the queen, runner-up, and so on, it was a smaller group of judges. As with the Vice President, the runner-up may not be the city's / country's / world's favorite choice (especially considering these people can change over time), but those are the rules.
In any case, this is part of the by-laws as they are currently written. There is no magic, voodoo or unethical behavior going on. The board voted 11-1 in favor of Kendal and James, and frankly I am quite satisfied that they did so in the best interests of the organization and the community it serves. There were only two spots to fill and at least five willing and capable people to choose from. I am also thankful that the circumstances surrounding their decision is private – while I agree that there needs to be some transparency, if people were not chosen due to personal or other reasons that are not public, they should stay that way. If there were such circumstances, the board could choose to inform those who were not chosen about why they were not chosen, and leave it up to the individual to make that known to the greater community if they so choose.
Does that mean the by-laws don't need to be revisited and potentially re-written, such that both initial and replacement board members are decided by the community in some way? No. I think that the stir this has caused shows that the current process is imperfect and should be considered carefully before the next election. If they do change the by-laws to make the vacancy appointments more dependent on the previous election, I hope they factor in my point about timeliness.
It's a shame, really. I have learned more about people's characters than I wanted to. I have seen some retractions, heat of the moment apologies. But not nearly enough.
Just some random thoughts…
As K. Brian Kelly points out, it's a very good idea (I would say essential) that interviews during the nomination process are kept NDA. Candidates need to be able to speak freely and, in some cases, discuss things that are potentially embarrassing or could even haunt them when seeking jobs, credentials, etc.
[Here's an aside to illustrate the point of private interivews. NOTE – This is not a real example! But imagine that a hypothetical candidate got very drunk at a PASS event and was seen by a half-dozen people to be mooning passing traffic. <grin> Those who saw it kept the secret – mostly – but it did cause one important volunteer/witness to quit and never come back. Somehow, this gets discussed during a nomination process 1 or 2 years later – "How might you have handled that situation better?" Even had our ne'er do well candidate completely sobered up, would they ever want THAT discussion to see the light of day? Heck no!]
Of course, I'm not saying that anything like my silly example ever happened in this situation. But as Aaron points out, the NomCom rankings (http://www.sqlpass.org/Community/PASSBlog/entryid/389/PASS-Board-Candidates-Finalized-Voting-Opens-Dec-6.aspx) lead me to suspect that they certainly had good reasons for the chips falling where they did. In addition, the appointments happened with the three new board members who had no backstory and only the facts & analysis from the NomCom interviews. Again, I compelled to believe that they made the best decision with the information they had.
I think GregL has some very good points. His advocacy certainly had an impact on PASS' decision to set a limit of concurrently standing board members from the same firm.
But there are also some major red flags about his suggestions. For example, allowing open voting and open nominations without a nomination process and gatekeepers is extremely dangerous for an organization whose membership is free and is secured with an email address. Corporate board voting is open only to shareholders who have to BUY stock. The cost barrier alone helps prevent voter fraud. But in PASS' case, nefarious hackers could very easily overthrow a PASS election with their automated scripts to generate fake email addresses, respond to election vote notifications, etc.
So, as far as I can see, a human (and therefore subjective) gatekeeper is required. There may be other alternatives. And I'm certainly open to them. I just don't know what they are.
Greg, I am not sure where you get your stats. In some quick research I found that most other associations' bylaws stipulate that vacated board seats are filled by appointment from the sitting board, with no provisions about where the pool of potential appointees comes from or the order they're selected in. The list ranges from homeowners associations to user groups to universities and large corporations. Here are a few examples:
http://www.mpcug.net/B-laws.htm
http://www.phoenixpcug.org/bylaws/
http://ncmug.org/bylaws.pdf
http://www.southeastuplift.org/about_us/our_board/bylaws
http://www.planningmi.org/boardbylaws.asp
http://www.discoveret.org/hwha/bylawsr3.htm
http://www.tabernahoa.org/by_laws.php
And it's not just the small groups. How about:
The Board of Trustees for the Duke:
http://www.trustees.duke.edu/governing/bylaws.php
The Bar Association of San Francisco:
http://www.sfbar.org/forms/about/basf_bylaws.pdf
The University of Illinois Board of Trustees:
http://www.uillinois.edu/trustees/bylaws.cfm
The University of Florida Board of Trustees:
http://www.trustees.ufl.edu/bylaws/#3
This little company called GE:
http://www.ge.com/pdf/company/governance/by_laws/ge_by_laws.pdf
I did come across ONE set of bylaws where the board seat is filled by previously nominated candidates, however there's nothing about order of selection:
http://www.tgslc.org/pdf/tugbylaw.pdf
That was the result of about 20 minutes of searching around. There are probably other organizations which have some kind of guidance around how appointees are selected but at face value they appear to be few and far between. Perhaps this is something more common in specific countries outside of the US. But in any case whether the by-laws are "wrong" by anyone's subjective judgment, they are how they're written and they weren't violated in this case. In fact you have stated that vacancies are temporarily filled until the next elections – isn't that what has happened here?
I've ignored your complaints about PASS at large because the point of my post was not about board objectivity, what companies board members work for, alleged corruption, or about PASS at a grander scope. If you want to start a blog post or petition or what have you to air general grievances against PASS, please feel free to do so. I won't engage in that here. As I have suggested several times already, I do not expect PASS to be perfect, and neither should you. If PASS is not living up to your standards, nobody is forcing you to be involved, and on the flip side, nobody is preventing you from running for the board and affecting the change you seem to so desire.
Aaron, in nearly all organisations & companies around the world, casual vacancies are temporarily filled (or left vacant) until the next elections, at which normal voting occurs. PASS is a rare exception that doesn't operate this way.
However, you have avoided my main point about Board objectivity, which is a far bigger issue as lack of objectivity constraints in governance rules are how either perception of corruption or actual corruption occurs, both of which are very damaging to an organisation
Note that I'm not accusing existing Board members individually – I'm just pointing out the obvious flaws in PASS's bylaws / constitution
Not defending them, just giving them the benefit of the doubt, and in the interest of fairness, presenting evidence that everyone else seems to be ignoring (NomCom rankings, interviews, and other factors). For all I know, the discussions behind closed doors were simply "I like x and y best." "ok, deal, let's go drink!" But I'm confident that it was more comprehensive and qualitative than that, and believe folks when they say it was a tough decision that wasn't taken lightly. You can certainly choose to not believe them and continue to consider only a narrow set of facts when making your judgments, but I hope you at least acknowledge internally that you've greatly simplified the situation.
As I suggested to Greg, can you name an organization that has never let you down? I don't expect PASS to be perfect. I also don't expect the Bruins, Red Sox or Patriots to be perfect, but I'm going to keep going to games.
Aaron,
This is not the first time that PASS has let us down.
I am not trying to stop you from defending PASS. That's your right.
To many of us, this is yet ANOTHER instance of PASS disregarding the SQL community and the professionals that comprise its Association.
Telling us "too bad" is not going to cut it.
No one HAS to attend a PASS Summit or a SQL Rally.
At some point, people are going to vote with their feet.
Racer, you're again ignoring what "precedent" means and the possibility that other factors may in fact have followed precedent. I notice you haven't commented on the NomCom rankings or acknowledged that there are other factors that are not public that can influence the board's decision.
The *fact* is that the board is not required to rely solely in the popular vote to fill vacancies. Period. You may not like that, but I still feel calling PASS unprofessional and twisting their words is, in itself, unprofessional. I am giving them the benefit of the doubt that there are factors that aren't public that led them to this tough decision, regardless of whether it fits your makeshift definition of precedent.
Aaron,
The basic facts are this:
There was a precedent.
PASS didn't follow it this time and actually skipped over the highest vote winner who WOULD have been appointed as per precedent.
No one (but the Board) knows why.
Many people disagree with how this has been gone about.
This is not the first time the PASS Board has acted in a way that seems to disregard the professionals that this association is empowered to represent.
If PASS wants to be a business with no accountability to a Professional Association, they are free to do so.
If PASS wants to remain a Professional Association, they may want to start acting like one.
Racer, your first two paragraphs certainly read to me like they should have followed precedent. And again I suggest that it's at least feasible that they did, since the only factor you're considering is popular vote, when in fact a lot more goes into the process, including NomCom, interviews, and private discussions.
I am sorry that you don't feel the explanations provided are sufficient, but I think it is unfair to paraphrase them with slant to further your argument. As has been suggested in several places now, some of the factors that went into their decision are not going to be made public, no matter the amount of foot stomping that occurs. The by-laws will surely be reconsidered in short order, but painting PASS in a bad light in the meantime isn't going to help anyone – not you, not Sri, not the board, and not the community. All it is doing is polarizing people and generating lots of finger-pointing and bad press.
IMHO.
Aaron,
I'm not sure why you think I said PASS has to follow precedent?
I certainly didn't say that.
What I *did* say was that when a precedent is not followed (as is the case here), the expectation is that an explanation be provided.
"We're the Board and we are allowed to do what we want as long as the bylaws don't prohibit us" is not what I what describe as an "explanation".
Racer, I'm not sure why you think PASS has to follow precedent. Maybe they are following precedent, in that the other criteria they used in previous instances just happened to agree with the popular vote. They are still not bound to follow precedent, but just because the popular vote is the only precedent model you see, doesn't mean they're not following their own. Have you paid attention to the NomCom results in each of these elections? Are you privy to all of the criteria they used to determine who would fill vacancies in every case?
As for the explanation, the fact that you don't like the explanation, and the fact that they have explained why some of their criteria and conversations should not be made public, does not take away the fact that they have given explanations in the form of two blog posts. If David Ortiz has two at-bats where he swings on a 2-2 pitch, do you expect / demand him to do the same thing next time? It's a different pitcher, there are a different number of runners on base, the infield is playing shallow this time … There are more factors than just the count.
The issue here is precedent. Since at least 2008 the precedent when Thomas LaRock was appointed to fill a vacancy on the Board as he was the highest vote recipient amongst non-winning candidates has been to do just that – fill vacancies with those non-winning candidates that received the highest number of votes.
The fact that people are dancing around the precedent issue seems intellectually dishonest.
The Red Sox are not obligated to play "Sweet Caroline" at the bottom of the 8th inning, but if they decide not to and instead play "Sheena is a Punk Rocker" (well within their rights to do so) – their community is going to expect a explanation (though none is legally required).
Glenn, the "spirit" of the by-laws is not what's written. I'm sure the spirit of the law prevents a burglar from suing the owner of the victim's house when he falls down their stairs, but the court follows the letter of the law, not its spirit.
Greg, you're suggesting that every time a vacancy occurs, there should be a new election? How long after the most recent election do you deem the results still reflect the views of the voters? Also, what if the community happens to vote in board members who all work for the same company? Which requirement would you uphold? You can't have it both ways.
I don't consider there to be anything wrong with the people chosen (I don't know any of them well) my concern is the lack of governance structure.
Years ago, this allowed PASS to be dominated by its events management company who were focussed on their own profits & weren't really acting in the interests of the community.
The same situation is possible now & one company presently holds half the Executive Committee positions.
Anyone who thinks this is good is either working for that company or just too friendly with the individuals. Very few others would have any good reason to want that situation to continue.
Simon, if PASS becomes a for profit organisation, should Microsoft continue being a member? If so, shouldn't PASS adhere to the same standards of corporate governance that apply to Microsoft?
I think that if PASS wants to continue as an association of affiliated members, it shouldn't act like a company. If it is a for-profit company, it shouldn't pretend to be a professional association.
Beyond what i've said on my blog I think there is a key point here and this is something that has changed over time.
PASS is not he SQL community and the SQL Community is not PASS. PASS is an organisation that runs a verylarge conference and supports the community.
The deliniation between the community and PASS is something that I believe is at the root of most discussions. Some feel it one way and some the other.
Even with PASS having a definition of its role, people will always see it in a different light.
I tend towards PASS focusing more on using its position to build a very strong business from which support for the community can follow
For what it's worth, Aaron, I think you've made a number of excellent points and I agree with what you've said completely. It strikes me that people are interpreting the 'spirit of the bylaws' to suit their own interests and beliefs and favour their own friends; but I would say that because in this case the bylaws have been used in a way that seems to favour my interests (to quicken the pace of internationalisation, as I argue here: http://cwebbbi.wordpress.com/2012/01/14/pass-time-to-do-a-lot-more-than-change-the-by-laws/) and, yes, favour my friends. I agree that if people want the bylaws changed then they can push for that, but I'd like to stress that not everyone necessarily believes the decisions that were made on the appointments to be bad or unethical.
There shouldn't be any need for "reasons" to be explained – there should simply be a democratic process which allows any paid up member to run for office & the decision should be by vote.
I never even suggested PASS should / could ever be perfect, but stating that an organisation should have good governance is simply stating the obvious.
Aaron,
Respect your views. But disagree. There are bylaws and there is the spirit of bylaws.
Mike,
Appreciate your input but I think the damage to Sri is already done. All these open blogging and tweeting will in no way have a positive impact to Sri. He has to face the wrath of this from an employer at some point. Feel sorry for him.
Joe,
I understand you are fighting hard for the right cause but the tone is coming out the wrong way.
All,
And if you want the bylaws changed, strongly encourage you to sign this petition.
http://www.change.org/petitions/board-of-directors-change-the-by-laws-regarding-appointments-to-vacant-seats
Aaron is right with respect to protecting the individual. As part of the ERC, I was part of the debates on what should and shouldn't be released about the candidates during the election cycle. We came to the conclusion that the interview should be private. A bad interview could be found by a potential employer and negatively impact the person. That's just one example we came up with for keeping the interviews sealed.
Since we don't know what the discussions comprised and we're not going to know, I don't think there's anything gained for asking for that to be made public. If there was something that was an issue, how do you politely indicate that without everyone wondering exactly what the issue was and who it was with?
Even if decisions were made and kept private to protect someone from their own mistakes or shortcomings? I hope you are never on the receiving end of such disclosures. If you lost an election for class president, I hope you wouldn't want to see every single person's ballot and why they didn't choose you – you might not like what you see, and you might not want all those reasons blared over the P/A system for morning announcements either. If you don't know all of the factors that influenced the board's decision, I don't think you should wish that they be made public. I don't know all of the factors, therefore I will rely on their judgment that they remain private, and will leave it at that.
Let me throw this at you: can you name an organization that serves more than 1,000 people that you think is run perfectly? I don't mean run well, but where you agree with every single decision that they make, and the method that got them there? (I don't think even you could suggest that Microsoft, who you want PASS to model themselves after, fit that bill.) If you can name such an organization, can you get 20 people to agree with you?
PASS isn't perfect, nor are you or I. I think your expectations may be a little unrealistic. Change takes time, and requires learning. Learning often comes from making mistakes. And mistakes often come from making tough decisions. Tough decisions are rarely going to be agreed upon by everyone involved in making the decision, never mind everyone the decision affects.
I have no idea whether the present board's makeup actually influenced this decision but corporate governance needs to be implemented for its own purpose, irrespective of the outcome of specific decisions.
I agree with you that it's essential that bylaws are fixed asap but I don't agree that criteria that criteria used for decisions should be NDA, I believe organisations such as PASS should be far more transparent.
Greg, you may notice that I've stated multiple times that I am not opposed to changing the by-laws; in fact I think it's essential that they be re-visited before there is another vacancy.
I happen to believe some of the other folks when they say the full set of criteria used for this decision is, and should be, NDA.
I also don't think this decision had anything at all to do with the present makeup of the board. YMMV.
Aaron, I agree with you that the PASS board has acted within its bylaws but I also agree with those who say there are wider responsibilities to the community to be seen to be acting fairly, impartially and transparently.
The obvious problem is the bylaws themselves which are too open to interpretation or even manipulation by a Board of Management which might be perceieved to be acting in their own interests rather than that of PASS.
PASS bylaws also lack management objectivity constraints, allowing too many people from a single corporation to become PASS board members & exert too much power over PASS (& therefore the global SQL Server community).
Presently, half of PASS's Executive Committee are employed by a single corporate organisation, clearly demonstrating a lack of objectivity constraints in the PASS bylaws.
PASS might not be subject to the same level of coporate governance scrutiny as a commercial organisation such as Microsoft but Microsoft is a founding member and should really enforce the same level of corporate governance quality principals on PASS that Microsoft adheres to, because PASS is benefiting from the use of Microsoft's name & brand.
Clearly the bylaws are the problem & need to be changed before PASS loses further reputation over incidents like this which have been happening for years.
Joe, do you know what the board's criteria were when deciding who would be best overall for the board? I don't. If you don't have any faith in the organization, you're not forced to participate. Just saying that it's lousy, nonsense and sick does not do anything at all for your argument. FWIW.
As I said these are things that are just lousy and the PASS Board does nonsense like this hides behind the bylaws. It happened to Steve and Jack last year(thanks to Nomcom) and Sri this year ( courtesy President and Board).
All these 3 guys were game changers and PASS BoD did not want them any part of that team and went to great extend to keep them out. SICK PEOPLE.
Joe, I think "supporting the wrong" is a little strong and unfair. I cannot speak for the board on why they chose the way they did. As others have stated, it is probably best that we don't know. I can only state the facts I do know:
1) that they acted within the by-laws
2) that some people don't like the by-laws
I don't know why you think I'm sitting on either side of the fence, except that I felt it unfair that the accomplishments of the two folks chosen were glossed over. I am agreeing that the by-laws should be re-visited, but the current by-laws allow them to choose from anyone to fill vacated slots. Certainly they *could* have chosen from the recent election, but saying that it's *wrong* that they didn't is far from accurate. It would only be *wrong* if the by-laws stated that the election was the way they *had* to do it.
Of course not everyone agrees with the law. Name a law that everyone agrees with – there certainly aren't many. If you change it, you don't satisfy everyone, you just find that a different set of people don't agree. The point is that the law should satisfy most of the group, rather than cater to a smaller set or even a specific individual. I am hoping that mid-term vacancies are a rarity and this kind of thing shouldn't happen that often.
As for the implications, I'm just repeating the perception that was relayed to me by a few people privately; that perception was based mostly around some comments that were made on twitter, but also from the blog posts mentioned. I don't think that was Steve's or Andy's intention at all, but it's hard to not draw that conclusion when you mention Sri and bring up all of his accomplishments and why he should have been chosen instead. Nobody is questioning whether Sri was "worthy" of being considered for the board, or that the community felt he was a deserving candidate. The board just felt that there were two other people more qualified, regardless of their reasons, and they acted within the by-laws to appoint them (agreeing, once again, that no by-law will ever satisfy everyone). Something that doesn't come up is that, in spite of the popular vote results, Sri finished last in the NomCom rankings. Now I wasn't involved obviously in the discussions behind the scenes, but that should give at least some indication that the board didn't necessarily agree 1-to-1 with the community on all of the candidates.
The fact that James didn't run in the election does not indicate to me that he is unwilling to participate on the board. I don't want to speak for James, but I would chalk that up to timing. I've been in a similar situation – it took me almost four years of speaking publicly before I felt I was ready to speak at the PASS Summit. When did I feel ready? About two weeks after the 2010 abstracts were due. So I did not get to speak until over a year later. I think if James' timeline were shifted a month or two he definitely would have been made himself a part of that vetting process, and IIUIC he will be subject to that process next time around.
I'll repeat again that I understand completely that some people don't agree with the by-laws, and that there is some validity to the argument that they should be looked at for future elections. But in this case, they acted within the by-laws and, even though some don't like the result (and some may even be personally insulted by it), there is nothing sinister about the method. I'll be the first to admit that even I found the method suspect, until I fully embraced the situation and had time to reflect.
It is a sad day when people like you support the wrong. Agree the time factor is important but clearly this was a case when it just made sense to go by the rankings of the recently concluded elections.
Even if the timing was not right, those guys ( Sri, Kendal and Geoff )should have got the offer before someone outside was considered. I guess it is easy for you to say this sitting on the other side of the fence. If you were the person who got treated this way, then you will appreciate where we all came from better.
And nobody has addressed why JRJ could not have done all the goodness as an advisor. What was so imperative that he needed a voting position ? Rob wanted a voting position, so he ran for the elections. JRJ did not care for it. Why does the Board have to give him that when he did not want it in the first place especially at the cost of denying someone who went through the process for it ?
It is these kinds of lousy things that the PASS Board does that makes people stay away from PASS and make people think a zillion times if they want to get involved in any way with the organization and management of PASS.
Agreed, the by-laws do allow for this to happen (of course that doesn't mean that everyone agrees with that law) and you are right to bring the other side of the debate.
I haven't seen comments that imply the chosen folks were not board worthy, that's probably for the best as who is to know if they were worthy or not.
My opinion is strictly based around people putting themselves forward to join the board and when the time came that a position were available that someone who didn't want to be a candidate gets into the role.
Nic, I'm not saying there isn't a valid point there, but strictly speaking, the by-laws do not state that the board has to look at the nominees from the recent election. Could they have? Sure, and as I said, they've done so in the past. But they didn't have to.
Anyway, my point was not to start a bunch of arguments about this, I just wanted to bring the other side of the coin to light. Some of the comments on twitter and elsewhere have a noticeable implication that the folks chosen are not worthy of the board, and I don't agree with that.
I think the big concern is that one of the people named did not even put themselves forward on the ballot to potentially be elected this year. Given that's the case should they really be put into a role on the board? I don't believe that in all fairness that should happen. The person has not gone through the same vetting process as the approved candidates and haven't let it be known that they wanted to be on the board. I think it's a slap for all of the other nominees that someone else could get named.
Fair points and you are welcome to your opinion.
I stand by my statement.