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  • Who writes the words? A rant with graphs.

    - by Roger Hart
    If you read my rant, you'll know that I'm getting a bit of a bee in my bonnet about user interface text. But rather than just yelling about the way the world should be (short version: no UI text would suck), it seemed prudent to actually gather some data. Rachel Potts has made an excellent first foray, by conducting a series of interviews across organizations about how they write user interface text. You can read Rachel's write up here. She presents the facts as she found them, and doesn't editorialise. The result is insightful, but impartial isn't really my style. So here's a rant with graphs. My method, and how it sucked I sent out a short survey. Survey design is one of my hobby-horses, and since some smartarse in the comments will mention it if I don't, I'll step up and confess: I did not design this one well. It was potentially ambiguous, implicitly excluded people, and since I only really advertised it on Twitter and a couple of mailing lists the sample will be chock full of biases. Regardless, these were the questions: What do you do? Select the option that best describes your role What kind of software does your organization make? (optional) In your organization, who writes the text on your software user interfaces? (for example: button names, static text, tooltips, and so on) Tick all that apply. In your organization who is responsible for user interface text? Who "owns" it? The most glaring issue (apart from question 3 being a bit broken) was that I didn't make it clear that I was asking about applications. Desktop, mobile, or web, I wouldn't have minded. In fact, it might have been interesting to categorize and compare. But a few respondents commented on the seeming lack of relevance, since they didn't really make software. There were some other issues too. It wasn't the best survey. So, you know, pinch of salt time with what follows. Despite this, there were 100 or so respondents. This post covers the overview, and you can look at the raw data in this spreadsheet What did people do? Boring graph number one: I wasn't expecting that. Given I pimped the survey on twitter and a couple of Tech Comms discussion lists, I was more banking on and even Content Strategy/Tech Comms split. What the "Others" specified: Three people chipped in with Technical Writer. Author, apparently, doesn't cut it. There's a "nobody reads the instructions" joke in there somewhere, I'm sure. There were a couple of hybrid roles, including Tech Comms and Testing, which sounds gruelling and thankless. There was also, an Intranet Manager, a Creative Director, a Consultant, a CTO, an Information Architect, and a Translator. That's a pretty healthy slice through the industry. Who wrote UI text? Boring graph number two: Annoyingly, I made this a "tick all that apply" question, so I can't make crude and inflammatory generalizations about percentages. This is more about who gets involved in user interface wording. So don't panic about the number of developers writing UI text. First off, it just means they're involved. Second, they might be good at it. What? It could happen. Ours are involved - they write a placeholder and flag it to me for changes. Sometimes I don't make any. It's also not surprising that there's so much UX in the mix. Some of that will be people taking care, and crafting an understandable interface. Some of it will be whatever text goes on the wireframe making it into production. I'm going to assume that's what happened at eBay, when their iPhone app purportedly shipped with the placeholder text "Some crappy content goes here". Ahem. Listing all 17 "other" responses would make this post lengthy indeed, but you can read them in the raw data spreadsheet. The award for the approach that sounds the most like a good idea yet carries the highest risk of ending badly goes to whoever offered up "External agencies using focus groups". If you're reading this, and that actually works, leave a comment. I'm fascinated. Who owned UI text Stop. Bar chart time: Wow. Let's cut to the chase, and by "chase", I mean those inflammatory generalizations I was talking about: In around 60% of cases the person responsible for user interface text probably lacks the relevant expertise. Even in the categories I count as being likely to have relevant skills (Marketing Copywriters, Content Strategists, Technical Authors, and User Experience Designers) there's a case for each role being unsuited, as you'll see in Rachel's blog post So it's not as simple as my headline. Does that mean that you personally, Mr Developer reading this, write bad button names? Of course not. I know nothing about you. It rather implies that as a category, the majority of people looking after UI text have neither communication nor user experience as their primary skill set, and as such will probably only be good at this by happy accident. I don't have a way of measuring those frequency of those accidents. What the Others specified: I don't know who owns it. I assume the project manager is responsible. "copywriters" when they wish to annoy me. the client's web maintenance person, often PR or MarComm That last one chills me to the bone. Still, at least nobody said "the work experience kid". You can see the rest in the spreadsheet. My overwhelming impression here is of user interface text as an unloved afterthought. There were fewer "nobody" responses than I expected, and a much broader split. But the relative predominance of developers owning and writing UI text suggests to me that organizations don't see it as something worth dedicating attention to. If true, that's bothersome. Because the words on the screen, particularly the names of things, are fundamental to the ability to understand an use software. It's also fascinating that Technical Authors and Content Strategists are neck and neck. For such a nascent discipline, Content Strategy appears to have made a mark on software development. Or my sample is skewed. But it feels like a bit of validation for my rant: Content Strategy is eating Tech Comms' lunch. That's not a bad thing. Well, not if the UI text is getting done well. And that's the caveat to this whole post. I couldn't care less who writes UI text, provided they consider the user and don't suck at it. I care that it may be falling by default to people poorly disposed to doing it right. And I care about that because so much user interface text sucks. The most interesting question Was one I forgot to ask. It's this: Does your organization have technical authors/writers? Like a lot of survey data, that doesn't tell you much on its own. But once we get a bit dimensional, it become more interesting. So taken with the other questions, this would have let me find out what I really want to know: What proportion of organizations have Tech Comms professionals but don't use them for UI text? Who writes UI text in their place? Why this happens? It's possible (feasible is another matter) that hundreds of companies have tech authors who don't work on user interfaces because they've empirically discovered that someone else, say the Marketing Copywriter, is better at it. And once we've all finished laughing, I'll point out that I've met plenty of tech authors who just aren't used to thinking about users at the point of need in the way UI text and embedded user assistance require. If you've got what I regard, perhaps unfairly, as the bad kind of tech author - the old-school kind with the thousand-page pdf and the grammar obsession - if you've got one of those then you probably are better off getting the UX folk or the copywriters to do your UI text. At the very least, they'll derive terminology from user research.

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  • Is this question too hard for a seasoned C++ architect?

    - by Monomer
    Background Information We're looking to hire a seasoned C++ architect (10+years dev, of which at least 6years must be C++ ) for a high frequency trading platform. Job advert says STL, Boost proficiency is a must with preferences to modern uses of C++. The company I work for is a Fortune 500 IB (aka finance industry), it requires passes in all the standard SHL tests (numeric, vocab, spatial etc) before interviews can commence. Everyone on the team was given the task of coming up with one question to ask the candidates during a written/typed test, please note this is the second test provided to the candidates, the first being Advanced IKM C++ test, done in the offices supervised and without internet access. People passing that do the second test. After roughly 70 candidates, my question has been determined to be statistically the worst performing - aka least number of people attempted it, furthermore even less people were able to give meaningful answers. Please note, the second test is not timed, the candidate can literally take as long as they like (we've had one person take roughly 10.5hrs) My question to SO is this, after SHL and IKM adv c++ tests, backed up with at least 6+ years C++ development experience, is it still ok not to be able to even comment about let alone come up with some loose strategy for solving the following question. The Question There is a class C with methods foo, boo, boo_and_foo and foo_and_boo. Each method takes i,j,k and l clock cycles respectively, where i < j, k < i+j and l < i+j. class C { public: int foo() {...} int boo() {...} int boo_and_foo() {...} int foo_and_boo() {...} }; In code one might write: C c; . . int i = c.foo() + c.boo(); But it would be better to have: int i = c.foo_and_boo(); What changes or techniques could one make to the definition of C, that would allow similar syntax of the original usage, but instead have the compiler generate the latter. Note that foo and boo are not commutative. Possible Solution We were basically looking for an expression templates based approach, and were willing to give marks to anyone who had even hinted or used the phrase or related terminology. We got only two people that used the wording, but weren't able to properly describe how they accomplish the task in detail. We use such techniques all over the place, due to the use of various mathematical operators for matrix and vector based calculations, for example to decide when to use IPP or hand woven implementations at compile time for a particular architecture and many other things. The particular area of software development requires microsecond response times. I believe could/should be able to teach a junior such techniques, but given the assumed caliber of candidates I expected a little more. Is this really a difficult question? Should it be removed? Or are we just not seeing the right candidates?

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  • Java multiple class compositing and boiler plate reduction

    - by h2g2java
    We all know why Java does/should not have multiple inheritance. So this is not questioning about what has already been debated till-cows-come-home. This discusses what we would do when we wish to create a class that has the characteristics of two or more other classes. Probably, most of us would do this to "inherit" from three classes. For simplicity, I left out the constructor.: class Car extends Vehicle { final public Transport transport; final public Machine machine; } So that, Car class directly inherits methods and objects of Vehicle class, but would have to refer to transport and machine explicitly to refer to objects instantiated in Transport and Machine. Car car = new Car(); car.drive(); // from Vehicle car.transport.isAmphibious(); // from Transport car.machine.getCO2Footprint(); // from Machine I thought this was a good idea until when I encounter frameworks that require setter and getter methods. For example, the XML <Car amphibious='false' footPrint='1000' model='Fordstatic999'/> would look for the methods setAmphibious(..), setFootPrint(..) and setModel(..). Therefore, I have to project the methods from Transport and Machine classes class Car extends Vehicle { final public Transport transport; final public Machine machine; public void setAmphibious(boolean b){ this.transport.setAmphibious(b); } public void setFootPrint(String fp){ this.machine.setFootPrint(fp); } } This is OK, if there were just a few characteristics. Right now, I am trying to adapt all of SmartGWT into GWT UIBinder, especially those classes that are not a GWT widget. There are lots of characteristics to project. Wouldn't it be nice if there exists some form of annotation framework that is like this: class Car extends Vehicle @projects {Transport @projects{Machine @projects Guzzler}} { /* No need to explicitly instantiate Transport, Machine or Guzzler */ .... } Where, in case of common names of characteristics exist, the characteristics of Machine would take precedence Guzzler's, and Transport's would have precedence over Machine's, and Vehicle's would have precedence over Transport's. The annotation framework would then instantiate Transport, Machine and Guzzler as hidden members of Car and expand to break-out the protected/public characteristics, in the precedence dictated by the @project annotation sequence, into actual source code or into byte-code. Preferably into byte-code. So that the setFootPrint method is found in both Machine and Guzzler, only that of Machine's would be projected. Questions: Don't you think this is a good idea to have such a framework? Does such a framework already exist? Tell me where/what. Is there an eclipse plugin that does it? Is there a proposal or plan anywhere that you know about such an annotation framework? It would be wonderful too, if the annotation/plugin framework lets me specify that boolean, int, or whatever else needs to be converted from String and does the conversion/parsing for me too. Please advise, somebody. I hope wording of my question was clear enough. Thx. Edited: To avoid OO enthusiasts jumping to conclusion, I have renamed the title of this question.

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  • GCC error with variadic templates: "Sorry, unimplemented: cannot expand 'Identifier...' into a fixe

    - by Dennis
    While doing variadic template programming in C++0x on GCC, once in a while I get an error that says "Sorry, unimplemented: cannot expand 'Identifier...' into a fixed-length arugment list." If I remove the "..." in the code then I get a different error: "error: parameter packs not expanded with '...'". So if I have the "..." in, GCC calls that an error, and if I take the "..." out, GCC calls that an error too. The only way I have been able to deal with this is to completely rewrite the template metaprogram from scratch using a different approach, and (with luck) I eventually come up with code that doesn't cause the error. But I would really like to know what I was doing wrong. Despite Googling for it and despite much experimentation, I can't pin down what it is that I'm doing differently between variadic template code that does produce this error, and code that does not have the error. The wording of the error message seems to imply that the code should work according the C++0x standard, but that GCC doesn't support it yet. Or perhaps it is a compiler bug? Here's some code that produces the error. Note: I don't need you to write a correct implementation for me, but rather just to point out what is about my code that is causing this specific error // Used as a container for a set of types. template <typename... Types> struct TypePack { // Given a TypePack<T1, T2, T3> and T=T4, returns TypePack<T1, T2, T3, T4> template <typename T> struct Add { typedef TypePack<Types..., T> type; }; }; // Takes the set (First, Others...) and, while N > 0, adds (First) to TPack. // TPack is a TypePack containing between 0 and N-1 types. template <int N, typename TPack, typename First, typename... Others> struct TypePackFirstN { // sorry, unimplemented: cannot expand ‘Others ...’ into a fixed-length argument list typedef typename TypePackFirstN<N-1, typename TPack::template Add<First>::type, Others...>::type type; }; // The stop condition for TypePackFirstN: when N is 0, return the TypePack that has been built up. template <typename TPack, typename... Others> struct TypePackFirstN<0, TPack, Others...> //sorry, unimplemented: cannot expand ‘Others ...’ into a fixed-length argument list { typedef TPack type; }; EDIT: I've noticed that while a partial template instantiation that looks like does incur the error: template <typename... T> struct SomeStruct<1, 2, 3, T...> {}; Rewriting it as this does not produce an error: template <typename... T> struct SomeStruct<1, 2, 3, TypePack<T...>> {}; It seems that you can declare parameters to partial specializations to be variadic; i.e. this line is OK: template <typename... T> But you cannot actually use those parameter packs in the specialization, i.e. this part is not OK: SomeStruct<1, 2, 3, T... The fact that you can make it work if you wrap the pack in some other type, i.e. like this: SomeStruct<1, 2, 3, TypePack<T...>> to me implies that the declaration of the variadic parameter to a partial template specialization was successful, and you just can't use it directly. Can anyone confirm this?

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  • PASS: Bylaw Changes

    - by Bill Graziano
    While you’re reading this, a post should be going up on the PASS blog on the plans to change our bylaws.  You should be able to find our old bylaws, our proposed bylaws and a red-lined version of the changes.  We plan to listen to feedback until March 31st.  At that point we’ll decide whether to vote on these changes or take other action. The executive summary is that we’re adding a restriction to prevent more than two people from the same company on the Board and eliminating the Board’s Officer Appointment Committee to have Officers directly elected by the Board.  This second change better matches how officer elections have been conducted in the past. The Gritty Details Our scope was to change bylaws to match how PASS actually works and tackle a limited set of issues.  Changing the bylaws is hard.  We’ve been working on these changes since the March board meeting last year.  At that meeting we met and talked through the issues we wanted to address.  In years past the Board has tried to come up with language and then we’ve discussed and negotiated to get to the result.  In March, we gave HQ guidance on what we wanted and asked them to come up with a starting point.  Hannes worked on building us an initial set of changes that we could work our way through.  Discussing changes like this over email is difficult wasn’t very productive.  We do a much better job on this at the in-person Board meetings.  Unfortunately there are only 2 or 3 of those a year. In August we met in Nashville and spent time discussing the changes.  That was also the day after we released the slate for the 2010 election. The discussion around that colored what we talked about in terms of these changes.  We talked very briefly at the Summit and again reviewed and revised the changes at the Board meeting in January.  This is the result of those changes and discussions. We made numerous small changes to clean up language and make wording more clear.  We also made two big changes. Director Employment Restrictions The first is that only two people from the same company can serve on the Board at the same time.  The actual language in section VI.3 reads: A maximum of two (2) Directors who are employed by, or who are joint owners or partners in, the same for-profit venture, company, organization, or other legal entity, may concurrently serve on the PASS Board of Directors at any time. The definition of “employed” is at the sole discretion of the Board. And what a mess this turns out to be in practice.  Our membership is a hodgepodge of interlocking relationships.  Let’s say three Board members get together and start a blog service for SQL Server bloggers.  It’s technically for-profit.  Let’s assume it makes $8 in the first year.  Does that trigger this clause?  (Technically yes.)  We had a horrible time trying to write language that covered everything.  All the sample bylaws that we found were just as vague as this. That led to the third clause in this section.  The first sentence reads: The Board of Directors reserves the right, strictly on a case-by-case basis, to overrule the requirements of Section VI.3 by majority decision for any single Director’s conflict of employment. We needed some way to handle the trivial issues and exercise some judgment.  It seems like a public vote is the best way.  This discloses the relationship and gets each Board member on record on the issue.   In practice I think this clause will rarely be used.  I think this entire section will only be invoked for actual employment issues and not for small side projects.  In either case we have the mechanisms in place to handle it in a public, transparent way. That’s the first and third clauses.  The second clause says that if your situation changes and you fall afoul of this restriction you need to notify the Board.  The clause further states that if this new job means a Board members violates the “two-per-company” rule the Board may request their resignation.  The Board can also  allow the person to continue serving with a majority vote.  I think this will also take some judgment.  Consider a person switching jobs that leads to three people from the same company.  I’m very likely to ask for someone to resign if all three are two weeks into a two year term.  I’m unlikely to ask anyone to resign if one is two weeks away from ending their term.  In either case, the decision will be a public vote that we can be held accountable for. One concern that was raised was whether this would affect someone choosing to accept a job.  I think that’s a choice for them to make.  PASS is clearly stating its intent that only two directors from any one organization should serve at any time.  Once these bylaws are approved, this policy should not come as a surprise to any potential or current Board members considering a job change.  This clause isn’t perfect.  The biggest hole is business relationships that aren’t defined above.  Let’s say that two employees from company “X” serve on the Board.  What happens if I accept a full-time consulting contract with that company?  Let’s assume I’m working directly for one of the two existing Board members.  That doesn’t violate section VI.3.  But I think it’s clearly the kind of relationship we’d like to prevent.  Unfortunately that was even harder to write than what we have now.  I fully expect that in the next revision of the bylaws we’ll address this.  It just didn’t make it into this one. Officer Elections The officer election process received a slightly different rewrite.  Our goal was to codify in the bylaws the actual process we used to elect the officers.  The officers are the President, Executive Vice-President (EVP) and Vice-President of Marketing.  The Immediate Past President (IPP) is also an officer but isn’t elected.  The IPP serves in that role for two years after completing their term as President.  We do that for continuity’s sake.  Some organizations have a President-elect that serves for one or two years.  The group that founded PASS chose to have an IPP. When I started on the Board, the Nominating Committee (NomCom) selected the slate for the at-large directors and the slate for the officers.  There was always one candidate for each officer position.  It wasn’t really an election so much as the NomCom decided who the next person would be for each officer position.  Behind the scenes the Board worked to select the best people for the role. In June 2009 that process was changed to bring it line with what actually happens.  An Officer Appointment Committee was created that was a subset of the Board.  That committee would take time to interview the candidates and present a slate to the Board for approval.  The majority vote of the Board would determine the officers for the next two years.  In practice the Board itself interviewed the candidates and conducted the elections.  That means it was time to change the bylaws again. Section VII.2 and VII.3 spell out the process used to select the officers.  We use the phrase “Officer Appointment” to separate it from the Director election but the end result is that the Board elects the officers.  Section VII.3 starts: Officers shall be appointed bi-annually by a majority of all the voting members of the Board of Directors. Everything else revolves around that sentence.  We use the word appoint but they truly are elected.  There are details in the bylaws for term limits, minimum requirements for President (1 prior term as an officer), tie breakers and filling vacancies. In practice we will have an election for President, then an election for EVP and then an election for VP Marketing.  That means that losing candidates will be able to fall down the ladder and run for the next open position.  Another point to note is that officers aren’t at-large directors.  That means if a current sitting officer loses all three elections they are off the Board.  Having Board member votes public will help with the transparency of this approach. This process has a number of positive and negatives.  The biggest concern I expect to hear is that our members don’t directly choose the officers.  I’m going to try and list all the positives and negatives of this approach. Many non-profits value continuity and are slower to change than a business.  On the plus side this promotes that.  On the negative side this promotes that.  If we change too slowly the members complain that we aren’t responsive.  If we change too quickly we make mistakes and fail at various things.  We’ve been criticized for both of those lately so I’m not entirely sure where to draw the line.  My rough assumption to this point is that we’re going too slow on governance and too quickly on becoming “more than a Summit.”  This approach creates competition in the officer elections.  If you are an at-large director there is no consequence to losing an election.  If you are an officer the only way to stay on the Board is to win an officer election or an at-large election.  If you are an officer and lose an election you can always run for the next office down.  This makes it very easy for multiple people to contest an election. There is value in a person moving through the officer positions up to the Presidency.  Having the Board select the officers promotes this.  The down side is that it takes a LOT of time to get to the Presidency.  We’ve had good people struggle with burnout.  We’ve had lots of discussion around this.  The process as we’ve described it here makes it possible for someone to move quickly through the ranks but doesn’t prevent people from working their way up through each role. We talked long and hard about having the officers elected by the members.  We had a self-imposed deadline to complete these changes prior to elections this summer. The other challenge was that our original goal was to make the bylaws reflect our actual process rather than create a new one.  I believe we accomplished this goal. We ran out of time to consider this option in the detail it needs.  Having member elections for officers needs a number of problems solved.  We would need a way for candidates to fall through the election.  This is what promotes competition.  Without this few people would risk an election and we’ll be back to one candidate per slot.  We need to do this without having multiple elections.  We may be able to copy what other organizations are doing but I was surprised at how little I could find on other organizations.  We also need a way for people that lose an officer election to win an at-large election.  Otherwise we’ll have very little competition for officers. This brings me to an area that I think we as a Board haven’t done a good job.  We haven’t built a strong process to tell you who is doing a good job and who isn’t.  This is a double-edged sword.  I don’t want to highlight Board members that are failing.  That’s not a good way to get people to volunteer and run for the Board.  But I also need a way let the members make an informed choice about who is doing a good job and would make a good officer.  Encouraging Board members to blog, publishing minutes and making votes public helps in that regard but isn’t the final answer.  I don’t know what the final answer is yet.  I do know that the Board members themselves are uniquely positioned to know which other Board members are doing good work.  They know who speaks up in meetings, who works to build consensus, who has good ideas and who works with the members.  What I Could Do Better I’ve learned a lot writing this about how we communicated with our members.  The next time we revise the bylaws I’d do a few things differently.  The biggest change would be to provide better documentation.  The March 2009 minutes provide a very detailed look into what changes we wanted to make to the bylaws.  Looking back, I’m a little surprised at how closely they matched our final changes and covered the various arguments.  If you just read those you’d get 90% of what we eventually changed.  Nearly everything else was just details around implementation.  I’d also consider publishing a scope document defining exactly what we were doing any why.  I think it really helped that we had a limited, defined goal in mind.  I don’t think we did a good job communicating that goal outside the meeting minutes though. That said, I wish I’d blogged more after the August and January meeting.  I think it would have helped more people to know that this change was coming and to be ready for it. Conclusion These changes address two big concerns that the Board had.  First, it prevents a single organization from dominating the Board.  Second, it codifies and clearly spells out how officers are elected.  This is the process that was previously followed but it was somewhat murky.  These changes bring clarity to this and clearly explain the process the Board will follow. We’re going to listen to feedback until March 31st.  At that time we’ll decide whether to approve these changes.  I’m also assuming that we’ll start another round of changes in the next year or two.  Are there other issues in the bylaws that we should tackle in the future?

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  • PASS: Bylaw Change 2013

    - by Bill Graziano
    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…”. Board Composition 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. Removing Directors 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. Other 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 protected].

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