SIP Forum 2006 General Meeting NOTICE
Meeting date: 13 September 2006
1 - General Announcement: Annual Meeting
Section 12 of the By Laws of the SIP Forum (the
"Forum") provides that the Forum hold an annual general meeting that
is open to all members. In
accordance with the By Laws, this document shall serve as official notice for
the Annual Meeting of the SIP Forum to be held as follows:
1.1 - Date / time of meeting
The general meeting will be held:
Wednesday, 13 September 2006
6:00 – 7:30 pm
Commonwealth Room
Sheraton Boston Hotel & Towers, Prudential Center (39 Dalton St.), Boston,
MA, USA
(Held concurrently with Pulver.com's Voice on the Net, Fall, 2006)
Consult hotel meeting directory in the hotel for specific
room information on the date of the meeting.
2 - Subject matter for the meeting
In the meeting, a review of the financial operations,
including a review of the audit for fiscal year 2006, will be provided, as well
as a review of the operational activities that have occurred over the past 12
months since the last General meeting.
In addition, Full Members will be asked to vote on four
items.
2.1 - Voting items
Four official voting items are on the agenda:
Please note:
If you are not planning on
attending the general meeting,
it is imperative that you complete and return a proxy vote.
Votes must be received from > 50% of Full Members in
order to have a valid election.
The deadline described below for
returning ballots is
12 September 2006
3 - Board member elections
Members of the Board of Directors serve for two-year terms, with terms expiring at the general meeting that takes place at the end of this term. Elections for new board members will take place at this general meeting.
At this meeting, there are five Board seats expiring. They are the seats currently held by David Oran, Jim Kruger, Anwar Siddiqui, Robert Sparks, Alan Johnston. (The seats held by Jay Batson, Eric Burger, and Bernard Hammer are not expiring.)
3.1 - Voting limits
Five board seats are up for election. However, our By Laws indicate that only two Directors may be Participating Members at any one time. Jay Batson is a current Participating Member Director whose term is not expiring this year. Therefore, only one Director who is a Participating Member can be elected in this election.
You will be voting by expressing a preference order for candidates.
This preference order will be used to tally the Directors who are elected.
3.2 - Who can vote
Each Full (paying)
member is entitled to a single vote on the matters being presented for a vote.
Each Full Member has the right to vote either in person or by an agent
authorized by a proxy validly executed by the Full Member. A proxy shall be
executed by written authorizations signed by the Full Member, giving the proxy
holder the right to vote the vote.
Members not
planning on attending the meeting in person can utilize a proxy form provided
with this general meeting announcement package. The proxy provides a method to vote for the Director candidates, and grants to the Managing Director of the SIP Forum the right to
cast the vote on behalf of the Full Member giving the proxy.
3.3 - Candidates for election
3.4 - Candidate statements and biographies
The statements by the candidates about their desire to serve
on the board, along with their biographies, are shown here as provided by each
candidate. The Board strongly recommends you read these, as we seek Directors
who will add substantial value, so it is crucial your vote is well informed.
Candidates are listed in alphabetical order by last
name. Please do not allow this
order to influence your voting.
3.4.1.1 - Statement of candidacy
My interest in a
Director position on the SIP Forum Board is founded in my motivation to continue
the advancement of the SIP Forum’s mission to promote the deployment of
SIP. I believe this can happen by continuing the Forum’s activities to
communicate information to industry members as well as driving SIP Forum
recommendations that simplify the deployment scenarios for SIP-based
services. In addition to supporting the pursuits of the SIP Forum team, my
focus would be on increasing service provider participation in the SIP Forum
and increasing the availability of easy-to-use SIP-based services via task
groups that produce business level standards such as SIPconnect.
I would bring to a
SIP Forum board position include proven leadership and board director
experience, a passion for SIP and VoIP-based technology, experience interacting
with press and analysts, good conference presentation skills, and a background
in the service provider side of our industry.
3.4.1.2 - Biography
Chris Gatch is the
CTO and a founder of Cbeyond (NASDAQ: CBEY), a successful managed services
provider started in 1999 and now publicly traded on the NASDAQ. Chris is
responsible for Cbeyond's Engineering department as well as on-going network
technology research and development. Chris has a bachelor's degree in computer engineering from Clemson University and a master's degree in the management of technology from the
Georgia Institute of Technology. He has served on the board of the Cisco BTS
10200 Users Group and the Service Provider Board of the International Packet
Communications Consortium (IPCC). Chris has been professionally committed to
VoIP technology since 1998.
Chris helped lead
the formation of the SIP Forum’s Service Provider to IP PBX Interoperability
Task Group for which he submitted the proposal to create. This task group
produced the SIPconnect SIP Forum recommendation of which Chris was an editor
along with Chris Sibley.
3.4.2.1 - Statement of candidacy
With a solid
understanding of the technical underpinnings of Session Initiation Protocol
(SIP), I believe that I can definitely contribute to the SIP Forum's mission to
advance the adoption of products and services based on SIP. The SIP Forum is
doing an outstanding job of building awareness about what SIP can do for users
and customers, and I feel that I can contribute to strengthening its visibility
through participation in its various activities.
Drawing on my
industry experience and my commitment to SIP, I can definitely bring a lot to
the SIP Forum, not only from past experience but from current involvement. I
currently serve as BlueNote Networks’ representative on the W3C committee; have
presented and continue to present at numerous VoIP, Unified Messaging and Web
Services conferences; have had a number of articles published in industry
publications; and have submitted five patent applications in the SIP space.
3.4.2.2 - Biography
Fergal Glynn is
BlueNote Networks' architect and plays a principal role in the architecture,
design, and product strategy of the SessionSuite™ products. Prior to
BlueNote Networks, Glynn was a network architect at Fidelity Investments,
responsible for the creation of Fidelity’s long-term technical vision and for
improving Fidelity’s global network. Glynn started his career with Oracle in
Dublin, Ireland. Mr. Glynn graduated with honors from the University of
Limerick, Ireland with a B.Eng. in Computer Engineering.
- Statement of candidacy
I would like to
assist the SIP Forum in pushing a broader deployment of SIP into both fixed and
mobile infrastructures, in particular by assisting the Forum in developing better
guidelines and methods for carrier and enterprise system interconnection and
interoperability. I believe that
my experience in real-world carrier and application service deployments, as
well as my work in protocol interoperability and normalization schema, could
assist in a broader deployment of SIP and its related protocols.
3.4.3.2 - Biography
Timothy D. Jasionowski is Senior Manager, Technology for
Nokia's Enterprise Voice Solution group and responsible for technical strategy
relating to real-time communication in its Enterprise and SME product
lines. Before joining Nokia,
Timothy was Chief Technology Officer of Streamdoor (UK), an IP voice
application services provider, and Director of Product Incubation and Strategy
at Qwest Communications and has been active in the Voice over IP community for
six years. He currently resides in
Boston, MA.
3.4.4.1 - Statement of candidacy
Ingate has been
committed to the SIP protocol since it was first introduced by the Internet
Engineering Task Force. Since that time, we have been working to develop
enterprise security products and innovative software solutions that not only
put SIP within reach of any business (from the smallest home office to the
largest corporation), but extend the benefits of SIP beyond the LAN. Our
goal is to help speed the transition to true global connectivity, when everyone
can be reached regardless of location, as long as there’s a connection to the
Internet. We also believe that SIP is the true leveler for businesses. Small
businesses can now offer the same kind of services, leverage the cost-saving
benefits of VoIP, as their largest competitor. It provides a benchmark
for interoperability, which means that one day (hopefully soon) all SIP devices
will be “plug and play.”
There is much to be
done in raising awareness of SIP, its benefits, the possibilities, and in
driving interoperability. We believe the SIP Forum is an excellent resource for
developers and end users alike. We would look forward to the opportunity
to participate as a member of the SIP Forum Board of Directors, to help shape
the direction of SIP.
3.4.4.2 - Biography
As President of
Ingate Systems Inc., the U.S. subsidiary of Ingate Systems A.B., Steven Johnson
is responsible for building market recognition and developing multiple sales
channels for Ingate products within the United States. Johnson most
recently served as CEO of Abrena, Inc., a business development consulting firm
that assists European and North American firms to expand in the United States.
Prior to that, Johnson was President and CEO of Transcept, Inc., a
telecommunications infrastructure company that develops products to
economically enhance wireless network coverage and capacity. Johnson also
served as Division General Manager for Lockheed Martin, and held a number of
senior management positions at Lockheed Martin, Lockheed Corporation and
Sanders Associates, Inc. Johnson was also Treasurer at Telco Systems,
Inc., a supplier of Information and Communication Technology equipment for the
Regional Bell Operating Companies. He holds a Bachelor of Arts in
economics and a Master’s in Business Administration from Boston University.
3.4.5.1 - Statement of candidacy
Ed
was Chairman of the SIP Forum's Marketing Working Group from 2001-2004, and was
Managing Director of the SIP Forum from 2002-2004. Ed brings a wealth of international experience and
especially European experience to the Forum.
3.4.5.2 - Biography
Ed is the founder and president of
ETphones.com, a SIP solutions system integrator, and president of Lukas
Technologies. Prior to his current
roles at Lukas Technologies and ETphones.com, which he founded in 2003, Ed was
Vice President of Business Development at Indigo Software Inc. At Indigo, he
was responsible for putting the company on the VoIP map, in both Europe and
North America, through partnerships and strategic alliances with the world's
leading Carriers, Operators, OEMs, and ISVs, and a highly successful corporate
and product branding campaign. Ed is a regular speaker at industry conferences.
I have been involved with the SIP Forum for
the last 4 years - by way of, participating on the SIP Forum MWG, helping to
work on the SIP Forum website, contributing to the review of SIP Torture Test
cases, and assisting in creating a SIP Primer for the Forum. This apart, I have been contributing to
SIP open source initiatives by contributing to SIP S/MIME support on SIP
Foundry, and SIP PIDF testing on IPTel. I have been the single window into
Wipro for all SIP related activities across the Industry. I have also been
involved in VoIP/SIP standardization related activities on the IETF.
Going forward, I'd like to help accelerate
SIP adoption amongst Service Providers - both Tier 3s/2s and Tier 1s. To
accomplish this, I would like work on converting the SFTF (SIP Forum Test
Framework) - now homed in SIP Foundry, from SIP UA centric TF to a TF that can
also support SIP Server-side Testing. I'd also think the Forum make an attempt
at initiating a SIP Applications development community around a SIP Forum
driven SIP Application Framework (perhaps, homed in SIP Foundry) based on
available Open Source SIP components (SIPX, reSIProcate, IPTel, JBOSS, Mobicent
etc). From a strategy perspective, I'd like to contribute towards the SIPit
activities to improve SIP interoperability, and help support large scale
marketing activities through the SIP Forum MWG. I will work to have Wipro financially support some of these
initiatives, as we have done in doing volunteer development SIP Forum website
programming in the past.
3.4.6.2 - Biography
Ranjith Mukundan has over a decade of
experience in core Telecom Switching R&D, spanning across Solutions design
and architecture, standardization, network architecture, technology
consultancy, technology trends & market analysis and Consultancy to Telecom
Equipment Vendors, Professional Services Group of Equipment Vendors, Service
Providers and Investment (VC) community. He is currently the Head of
Technology, IP Multimedia Technology Labs at Wipro Technologies' IP-Multimedia
Carrier & Enterprise Networks (ICEN) Business Unit. He is also the author
of IETF drafts & RFCs in areas spanning across SIP, SIGTRAN, MEGACO and
MIBs apart from being currently involved in Parlay and IMS Standardization
activities. He is also the author of papers on Packet Network Solutions, NGN
Trends, Kerberos, IEEE/ICIN paper on Service Delivery Platform Evolution and
VoIP SPAM prevention. He is a regular Speaker at various International Forums
on Real-time Multimedia IP Communications & Applications related Areas.
3.4.7.1 - Statement of candidacy
SIP
has transitioned from research upstart, through the hot new technology phase,
to a mature, full-featured protocol suite which is the underpinning of an
entire ecosystem of voice and video products, presence-based systems, and
instant messaging. The SIP Forum has been an important part of SIP's evolution.
The Forum complements the standardization work in the IETF and the innovation
of hundreds of companies building and deploying SIP-based systems by providing
timely technical information, implementation agreements, and the hugely
successful SIPit interoperability events. There is a lot of work still to do,
both in oversight of the current SIP Forum initiatives and in tackling new needs
of our members for the ever-expanding role of SIP in mobile networks,
peer-to-peer deployments, and emerging uses for high-performance video systems.
I have been working on entertainment video systems over the 18 months, and
there is an important role for the Forum in applying SIP to video streaming and
distribution. Through another term on the board, I hope to help guide the
Forum's work in this arena and also continue to contribute to its strong ties
with the IETF and the rest of the Internet community.
3.4.7.2 - Biography
David Oran is a Fellow at Cisco Systems,
responsible primarily for architecture and overall design of protocols and
systems for Cisco's IPTV and associated video networking products. Until 2005
he was a lead architect of Cisco's VoIP product portfolio. He also consults on
a variety of other areas at Cisco, including backbone network design, routing
protocols, and quality of service methods. Prior to joining Cisco Mr. Oran was a Senior Consulting engineer
at Digital Equipment Corporation, where he was Technical Director for the
Mobile Software Business.
Mr. Oran's main interests lie in the area of
the design and implementation of distributed algorithms for computer networks.
He has designed distributed routing algorithms and large scale directory
systems. He is a long-time IETF participant and served as area director for
routing. He currently co-chairs the Speech Services (SPEECHSC) working group
and is a member of the Internet Architecture Board (IAB). He has been a SIP
Forum board member since 2002. Mr.
Oran has a B.A. in English from Haverford College. He holds a number of patents
and patents pending for his work on distributed algorithms, packet telephony
systems, and IP Video.
3.4.8.1 - Statement of candidacy
Convergence is happening in both technology
side and services space. SIP being an IETF standard (the Internet
motherhood) is bringing convergence in the voice communication thus bringing a
new era of communication. Simultaneously another technology web services (SOAP/XML)
is making development and deployment of service applications independent of
platform and network. Ubiquitous in both service components and service logic
execution environment would make communication is an easy and affordable, thus
brining new volume to the Telcos.
So, these two initiatives are paving the way
for innovative thinking and innovative applications evolvement from anywhere or
from any part of the world. So if I am selected I would concentrate, devote and
encourage new participation from innovative thinking tech companies and
individuals to leverage these two advantages in bringing more value added
applications and services. At the same time I would also encourage and work
towards bringing more such participation from this part of the world. An Ultra intelligent client (end point)
is my personal goal, so I would actively advocate and work to make the Forum
achieves the same with everybody’s participation.
3.4.8.2 - Biography
Mr. Pillai is currently head of the
convergence practice (VOIP/SIP) with Servion Global Solutions Limited, an India
based software Services and Products Company in the telecom domain.
Responsibility includes building VOIP –SIP competency across the
organization by training and providing technical guidance and consulting for
their VOIP-SIP projects. Previously he was head of the Wireless and Mobile
practice of SIP Tech limited. Another India based Software Services
Company. He has been an active
evangelist of SIP initiatives with clients in their product and application
development, and also involved in training and building VOIP-SIP competency for
clients. Mr. Pillai is actively involved in tech seminars and presentations
about the convergence’s growth “prospects and challenges.” He believes and advocates that
Convergence and Web services are going to be important and will make all the
differences in the communication domain. His current thinking and acting is towards the improvement of the
client’s intelligence (moving the intelligence from the switch) in the telecom
space.
Further in the past he has been associated
with wireless startups from the US in designing and developing SIP UA from 2003
onwards (mobility management in a subnet mask for an 802.11b handset).
3.4.9.1 - Statement of candidacy
As a charter member of the SIP Forum and
host of the 4th SIP Bakeoff (now SIPit), 3Com has been committed to
SIP since its earliest days. During my time at CommWorks Corporation (a wholly-owned 3Com subsidiary
company sold to UTStarcom in 2002), I worked on VoIP deployments for some of
the world’s largest carriers. At
3Com, I have been focused on IP Telephony and advanced communications for the
enterprise market. This experience
gives me a unique vantage point of requirements from both the carrier and
enterprise markets that I believe will add value to the SIP Forum.
I would welcome the chance to help the SIP
Forum further the cause for multi-vendor interoperability by pushing for
standardization of currently-proprietary extensions and encouraging vendors to
participate in interoperability testing. As telephony features become more interoperable and, to some degree, at
parity among vendors, customers are requiring that vendors look beyond
telephony and focus on using SIP and SIMPLE to enhance existing business
applications (e.g., voice-enabling CRM applications or presence-enabling
contact centers).
If selected as a member of the board of
directors, I will be the voice of global enterprise customers, bringing their
requirements in front of the SIP Forum and championing the adoption of SIP.
3.4.9.2 - Biography
Pat Rudolph is Vice President, Worldwide
Technology for 3Com. He oversees
the definition and implementation of solutions for 3Com's enterprise customers
as the leader of 3Com's worldwide systems engineering team. Rudolph has more than 20 years of
experience in the networking and telecommunications industries and extensive
experience in successfully creating large voice and data networks for Fortune
500 companies and several of the world's largest telecommunications service
providers. Since joining 3Com over
ten years ago, Rudolph has held technical management positions of increasing
responsibility including his current position. From 2000 to 2002, Rudolph served as director of network
consultants for CommWorks Corporation, a wholly-owned subsidiary of 3Com.
Rudolph's career with 3Com began as an
ATM/WAN specialist in the company's Global Design Center where he was
responsible for Fortune 500 network configurations. Prior to joining 3Com,
Rudolph served as systems engineering manager for a US-based systems integrator
and was responsible for the design and implementation of large local- and
wide-area networks. Rudolph earned a bachelor's degree from Hendrix College in
Conway, Arkansas. He received his master's degree in business administration
from Northern Illinois University in DeKalb, Ill.
3.4.10.1 - Statement of candidacy
Throughout my
career, I have been involved in both communications and standards starting with
early data transport standards such as TCP/IP and ISO. As our industry
looked into integration of computers and telephony with CTI standards such as
TAPI, TSAPI, and later CSTA with various companies, I have been involved in
specifying and implementing these standards as well as serving on the board of
the ECTF (Enterprise Computer Telephony Forum). At Polycom, I've driven our
Voice over IP endpoint business through aggressive implementation of SIP and
interoperability with numerous call server partners, including broad
interactions with domestic and international carriers, CLECs, endpoint and call
server manufacturers as well as network infrastructure providers.
With this
visibility into both technical and commercial aspects of the SIP market, I
believe I can assist other board members in defining and administering programs
that would of benefit to SIP Forum members.
3.4.10.2 - Biography
Mr. Seto has over
twenty-five years of marketing and product management experience within the
Communications Industry. As head
of business development for Polycom VoIP products, he is responsible for
identifying emerging markets and products, developing relationships and
overseeing integration efforts with key IP telephony partners including IP PBX
and softswitch vendors. Previously, he was Vice President of Product Management
for the Voice Division at Polycom including the startup and development of
Polycom VoIP products for the conference room and desktop.
Mr. Seto also held
positions as vice president of marketing for Brooktrout Technologys' Voice
Division and Lucent Technologies Computer Telephony Products business unit,
Vice President of Marketing at Voysys Corp., and senior marketing and product
management positions in computer and data networking companies.
3.4.11.1 - Statement of candidacy
I'm a firm believer
in the principal of "If it aint' broke don't fix it." In general I
think this applies to the past and current work of the SIP Forum, however it is
clear there are a couple of areas that could be improved and I would be willing
to use my voice on the Board of Directors to initiate some new activities.
It is clear the SIP
is the de-facto call control protocol of choice for NGN networks. I think,
therefore, that the membership of the SIP forum needs more participation by
service providers, since our membership is somewhat skewed towards equipment
vendors. I strongly support more outreach and membership by service providers
such as Cable Operators.
I'm particularly
proud of what the SIP Forum has accomplished this year with the IP PBX and
Service Provider Interoperability Task Group. I chaired this task group under
the direction of Rohan Mahy and Technical WG. The commercial potential for this "SIP Profile" is
enormous. This type of work needs to continue as relevant standards on SIP
Identity are finalized and need to be incorporated into later versions of the
SIP Connect standard. I support
the principle that the SIP Forum should not attempt to become a
"Certification Body" for SIP and SIP applications. The continuing SIP
Forum sponsorship of SIPit test events is the best use of the Forum's current
resources and capabilities. In addition I strongly support the formation of
additional Task Groups to tackle such pressing issues as SIP Device
configuration.
3.4.11.2 - Biography
Richard Shockey is
a Director& Member of the Technical Staff for NeuStar, Inc. [www.neustar.biz] based in Suburban Washington DC. NeuStar
provides a number of critical services to the communications industry including
the administration of all telephone numbers in North America, management of the
wireline and wireless Number Portability Administration, number pooling and OSS
products for carriers. NeuStar also operates the .BIZ. Internet Top Level
Domain and manages the United States Country Code domain .US for the U.S. Dept
of Commerce. Mr. Shockey is
a founder and has been Co-Chair of the IETF ENUM Work Group for many years and
is an author of several IETF RFC's and numerous articles on Next Generation
Network technologies for various publications. Mr. Shockey has lost count of
how many times he has given a speech on ENUM.
Educated at
Washington University in St. Louis. Mr. Shockey and his wife live in Reston,
Virginia.
3.4.12.1 - Statement of candidacy
I have served SIP
Forum as a Board of Director during last two years and am running for
reelection this year. During my tenure I have actively pushed the board for
focus towards developing an understanding of SIP as a technology as it applies
to enterprise customers needs. My desire is to continue that effort in seeking reelection.
I have frequently represented SIP Forum during my tenure, and wish to continue
to be strong proponent of open Internet technologies such as SIP and advance
its influence within the IP Communication industry.
3.4.12.2 - Biography
Anwar Siddiqui is currently responsible for Avaya’s
Strategic technology direction and actively influence companies investment
priorities in the areas such as Voice over IP, Instant Messaging, Video,
Conferencing and Web Collaboration, Call Center capabilities etc. Anwar brings
in 10 years experience in executive management, product and portfolio
management, software engineering, marketing and business development to his
role at Avaya, Lucent Technologies, AT&T and C-Cube Microsystems. His focus during last seven years has been to develop
appropriate market driven Avaya IP Communication product portfolio and
pragmatic development of Avaya’s VoIP product suit. Anwar helped Avaya achieve a position of VoIP industry
prominence by leading several key VoIP initiatives that lead the company to
succeed in the market place e.g. Avaya’s first and second generation VoIP
product suit that is available in the market today and holds a respectable size
of market share. The last few years of Anwar’s effort have focused on SIP-based
new product introductions such as SIP-based Avaya SIP enabled Server, SIP
Phones, Messaging System, and Collaboration Systems etc.
3.4.13 - Robert Sparks – Estacado
3.4.13.1 - Statement of candidacy
The wonderful growth of the SIP industry brings new
challenges. It is clear that interoperability of implementations of open
standards has been an important part of that growth. In order to retain the
current momentum, I will continue to focus on advancing interoperability and
standards through my continuing oversight of the SIPit events. Being a SIP
Forum Director while managing these events helps guide the Board on operational
and policy decisions surrounding them. As a continuing SIP Forum Board Director, I will continue to
bring to the Board the insights gained through our SIPit events, as well as
identifying areas where our Recommendations will make the industry stronger
through my deep involvement in the IETF standards development process. As our success continues, we must work
carefully to ensure that we retain a single, open SIP standard that pertains to
the real needs in commercial deployments, and that implementations continue to
work together to the highest possible degree.
3.4.13.2 - Biography
Robert Sparks is currently Chair of the SIP Forum Test Event
Working Group, and in this role manages SIP Forum activities required
surrounding the SIPit and SIMPLEt test events, as well as advising the Forum
Board of Directors on suggested future SIPit / SIMPLEt direction. Robert is the VP of Research and
Development at Estacado Systems, providing solutions in real-time IP
communications. Prior to Estacado, Robert held the CTO position at Xten (now
CounterPath), and was a Principal Engineer at dynamicsoft, the company that
pioneered commercial SIP solutions. Robert is a co-author of the core SIP specification, RFC3261 and several
of its extensions, and co-chairs the IETF's SIMPLE working group. He is
co-author of the book "SIP Beyond VoIP: The Next Step in the IP
Communications Revolution." Robert has also contributed directly to improving the level of interoperability
of SIP implementations by contributing to the SIP Forum Interoperability Test
Framework (in addition to managing SIPit events). Robert is currently President
and on the board of directors of the SIP Foundry, and is an active contributor
to the reSIProcate project. Robert
has a BSc in Computer Science and a MSC in Mathematics from Texas A & M
University.
4 - Modification of By Laws to clarify election tally
Currently, Section 12.8 of
the By Laws state the following:
Election of Directors shall be decided by the General Meeting by
simple majority, or, at equal number of votes, by drawing of lots.
In practice, this has not provided a clear way to determine
elections. Three cases are not
handled:
- Given
the number of candidates standing for election and the number of ballots
received, it is possible that an insufficient number of candidates receive the
required "simple majority" of votes;
- There
is no provision for how to allocate votes to apply the limit to the number of
Directors who may be a Participant Member;
- There
is no provision to handle how a vote is to be counted if a candidate is
nominated as representing a Full Member, but that Full Member is not in good
standing at the time the votes are tallied.
As a solution for these issues, the ballot contains a
proposal to amend Section 12.8 of the By Laws to use the most widely-respected
method of tallying votes in the manner most likely to provide proportional
representation and accurately reflect the desires of those voting: The Single Transferable Vote
Method. To achieve this, the
amended Section 12.8 will read as follows:
Election of Directors shall be decided in the General Meeting
(in person or by proxy) by the Single Transferable Vote method, whereby each
voter places the numbers 1, 2, ..., n on the ballot (where n is the number of
candidates on the ballot) indicating the voter’s preference rank for the list
of candidates.
The result is determined through a series of counts. At the
first count, the total number of first-preference votes for each candidate is
ascertained. Any candidate who has a number of first preferences greater than
or equal to a certain minimum number of first-preference votes (the
“Threshold”) is immediately elected. In second and subsequent counts, the surplus votes of elected candidates
(i.e. those votes above the Threshold) are redistributed according to the
second preferences on the ballot papers. After any count, if no candidate has a
surplus of votes over the Threshold, the candidate with the lowest total of
votes is eliminated. His or her votes are then redistributed in the next count
to the candidates left in the race according to the second and then lower
preferences shown on the ballots whose votes are being redistributed. The
process of successive counts, after each of which surplus votes are
redistributed or a candidate is eliminated, continues until either all the
Director positions are filled by candidates who have received the Threshold of
votes. In the case of an equal number of votes in a tally for the last remaining
Director position, or in any round if there is a tie to be broken, it shall be
determined randomly either by electronic means or by a drawing of lots. The Threshold shall be established
using the Droop formula: (total ballots received / (Directors to be elected
+1)) + 1.
If, before all Director positions have been elected, the maximum
number Director positions available to Participating Members have been filled,
votes for any remaining Participating Member Candidates are (similar to above)
redistributed to other candidates during subsequent tallying steps using the
proportionate preferences given by voters on the ballot.
In the case that the tallying method described in this Section
does not describe a tallying case that occurs in practice, the final tally
shall be performed in conformance with widely-accepted best practices for
Fractional Transfer Single Transferable Voting, with deference to the British
Columbia STV rules.
If a candidate has been nominated by, and is representing a Full
Member, but that Full Member is not in good standing at the time the votes are
tallied, that candidate shall be deemed a Participant Member for purposes of
the tally.
This method of tallying votes may be used in the General Meeting
during which this provision is duly adopted.
For additional information about the Single Transferable
Vote tallying method (including a discussion of its fairness in counting
voters’ desires in a multi-seat election and indications of current best
practices) can be found at:
Full members shall vote Yes or No on their ballots to accept
this proposed amendment.
5 - Authorization to optionally reorganize as a U.S.-based
organization
Currently, the SIP
Forum is established as a non-profit association of members, based in
Sweden. In order to facilitate
current financial transactions with both suppliers of services to the Forum and
with SIP Forum members, in 2005 the Forum established a U.S. subsidiary
corporation (SIP Forum LLC) with the Swedish association as the sole
shareholder. This corporation has
registered, and been approved by the U.S. IRS as a non-profit organization, has
opened bank and credit card gateway accounts, and so forth as required to
conduct business.
For most of the
last several fiscal years, virtually all suppliers of services, and most newly
added Full (paying) Members of the SIP Forum have been U.S.-based. Since the U.S. subsidiary was created,
the vast majority all financial transactions have been handled through the
Forum’s U.S.-based LLC.
There is ongoing
cost to maintain both organizations – two sets of accounts, two sets of
governmental filings, etc. If U.S.-based activities continue to dominate, at
some point in the future, it may be more cost-effective for the SIP Forum to
consolidate both organizations into a single one organized in the U.S.
The Board would
request an affirmative vote by the members that would authorize the Board to
perform whatever legal steps are required to effect a merger or consolidation
or reorganization of the Swedish and U.S. organizations, at a time of the
Board’s choosing in the future if the Board deems it financially and
operationally in the best interest of the Forum to do so, subject to the
condition that, subsequent to the reorganization, the operational and financial
practices of, and the By Laws of the organization remain substantially the same
as the current By Laws of the Swedish association, modified only as required to
conform to U.S. non-profit operating laws or standard practices for non-profit
associations.
Note: There is no
current plan to effect the reorganization described here. This voting item is
being presented now (in the 2006 General Meeting) because approval of this
requires 2/3 majority vote of the membership, the General Meeting and required
voting is held only once per year, and it may be useful to make this change
prior to the next General Meeting.
Full Members shall
vote Yes or No on their ballots to authorize the Board as described here.
6 - Discharge of liability for Board Members and Managing Director
The By-Laws of the
SIP Forum require that, at each general meeting, the members vote on whether to
discharge the Board Members and the Managing Director from liability for
actions or inactions resulting from their service to the SIP Forum over the
prior year. This discharge is a
normal practice for non-profit organizations based in Sweden. In all annual General Meetings to date,
this has been presented, and the Board Members have been accordingly
discharged.
At this time, the
Board represents that the Directors have collectively performed all required
responsibilities for this past year, and requests discharge from liability.
Full Members shall
vote Yes or No on their ballots to so discharge the Board.
7 - Procedure for voting
The By Laws permit voting in person at the General Meeting.
Voting can also be done by proxy, using paper ballots or
electronically submitted ballots that are returned using a method that the
Board deems sufficient to establish the authenticity of the ballot. The Board has concluded that it is
sufficient if the Managing Director receives an Internet SMTP email message
containing a ballot marked by the member representative that is sent from a
domain name that appears to be from a Full Member organization.
Included in the bundle distributed to the Full Members,
there will be a ballot document entitled “Voting Form.” If a Full Member intends to
submit a ballot to vote by proxy (instead of in person), each Full Member
should do the following.
7.1 - Minimal procedure for proxy voting
Mark
the ballot (either by modifying the document to indicate the mark, or by
printing the document and marking it in ink) to:
- Rank
your votes for Director’s candidates. Mark your first preference “1”, your
second preference “2”, and so on. You may vote for only as many candidates as you wish, but we recommend
you vote for at least 5.
- Approve
or reject the proposed By Laws change regarding Director election.
- Approve
or reject the proposal to grant the Board the option to perform whatever legal
steps are required to reorganize the SIP Forum as a U.S.-based organization.
- Approve
or reject the discharge of Directors’ liability.
- Email
the marked document to the following email address: m-director "at" sipforum.org . This email must be sent from an
email account at the Full Member company.
7.2 - Alternate procedure for proxy voting
Although not required, the following procedure alternately
be followed:
- Mark
the ballot (as above)
- Print,
and sign a paper copy of the marked ballot document, and return it in one of
three ways:
-
Scan
the marked ballot document, and email the scanned, signed document to the
address above. (PDF, JPG, TIFF, or
GIF are all acceptable electronic formats)
- Paper
ballots can alternately be sent via surface mail to the address on the first
page of this meeting notice;
- Send
a facsimile to the fax number on the first page of this meeting notice.
7.3 - Possible (not-yet-available) procedure for proxy voting
The SIP Forum will investigate providing a web-based
solution for voting before the date of the General Meeting. If a solution can be put in place that
meets the requirements of the By Laws for voter-authentication, you will be
advised of its availability, along with instructions for use. Unless and until this is available,
please presume you must use one of the two methods described above. If, at the time this method is
available, you wish to use it, you can withdraw your prior ballot by contacting
the Managing Director at m-director 'at" sipforum.org.
7.4 - Deadline for ballot return for proxy voting
Ballots sent to the Managing Director to be handled by proxy
must be received ON OR BEFORE 12 SEPTEMBER 2006 (one day before the general meeting) in order to be counted.
7.5 - Casting ballots in person
If a ballot is not received in email or surface mail by the
above deadline, the ballot can still be cast by the voting Full Member by
appearing in person at the general meeting, and providing the signed, marked
ballot when the vote is called.
7.6 - Ballot counting
Ballots, including those received in email, surface mail,
and those cast in person (as well as any web-based ballots should they become
available), will be counted when the vote is called in the general
meeting. Results will be announced
at the meeting (assuming the tally method results in clear winners), and
official minutes taken to reflect the voting.
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