Future Board Discussion Topic(s) - Sponsor Liaison and Other Liaison Language

More comments.

Kent: You are not supposed to use your real name signature when using "A." It's sad that I know this but my wife watched this show and I endured it. 😊

From: Waltermire, David A. (Fed) <>
Sent: Wednesday, May 13, 2020 9:42 PM
To: Landfield, Kent <>; Coffin, Chris <>; CVE Editorial Board Discussion <>
Subject: RE: [EXT] Re: Future Board Discussion Topic(s) - Sponsor Liaison and Other Liaison Language

Comments inline.

From: Landfield, Kent <>
Sent: Wednesday, May 13, 2020 5:32 PM
To: Coffin, Chris <>; CVE Editorial Board Discussion <>
Subject: [EXT] Re: Future Board Discussion Topic(s) - Sponsor Liaison and Other Liaison Language

Comments inline:

A

Thank you, Gracias, Grazie, 谢谢, Merci!, Спасибо!, Bedankt,Danke!, ありがとう, धन्यवाद!

--

Kent Landfield

+1.817.637.8026

From: "Coffin, Chris" <>
Date: Wednesday, May 13, 2020 at 3:20 PM
To: CVE Editorial Board Discussion <>
Subject: Future Board Discussion Topic(s) - Sponsor Liaison and Other Liaison Language

CAUTION : External email. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Board Members,

Katie brought up a good point regarding the possibility of having a CVE Sponsor Liaison position on the Board. I believe we should continue this discussion in a future Board meeting to determine if a Board charter update is required.

Kent: I agree we need to discuss this further.

Dave: Yep.

Additionally, I feel that the current CNA Liaison (and potential Sponsor Liaison) should include language that speaks to whether a Liaison continues as a Board member after serving as a Liaison. Yes, some Liaisons may not contribute much and we let them loose after their term is complete. However, my thinking is that in many cases a Liaison would be in a good position to continue contributing as a Board member even after their Liaison duties come to an end. Serving as a Liaison is plenty of time to evaluate whether a person will contribute and be a good fit for the Board.

Kent: I am not sure we need to have this called out in the Charter. Less is more. Anyone of merit can go through the nomination process and get voted onto the Board. If the Liaison has been a contributor and is a value to the program, then vote then on using the existing process once they leave the Liaison position. I don't understand why that does not suffice.

Dave: My thoughts are that it should be clear that the liaison serves a term. Where I think we could clear things up is around having an existing permanent board member in that role. A permanent board member should be able to serve in any liaison role. After their liaison term expires, they would go back to just being a permanent board member.

Dave mentioned that we should consider some language that allows Liaisons to serve as full Board members, in addition to their Liaison duties. Maybe this also means that we could nominate and vote a Liaison on as a full time Board member during their term as a Liaison.

Kent: This is confusing to me. Liaisons have all the responsibilities of full Board members. They just have a limited term of one year, while the other Board members do not. Additionally, remember WHY the Liaison position exists. It exists to provide the CNA community insight into and participation on the board. The CNA community votes each year as to who will be their representative. We have no statements in the charter that says the CNA liaison cannot be a Board member if they are voted on through the CNA liaison voting process.

Dave: I agree, but we could be more clear in this regard. I also believe we should be able, through the normal process, to make a liaison member a permanent board member. They would continue to have the extra responsibilities of the liaison role until the end of the liaison term.

Last, the Board charter does state that the CNA Liaison cannot be an existing Board member (see section 2.7 below). We may want to revisit this language to determine if it is still needed. Also note that we are missing "Liaison" in the last sentence. 😊

Kent: Section 2.7 was specifically worded that way for a specific case. Since we want the CNA liaison to come from the CNA community, we did not want the Board to select the new CNA liaison from within the Board community. We wanted them to select them from the CNA community to assure better transparency and participation.

https://cve.mitre.org/community/board/charter.html#cna_liaison

Dave: The point here is that the CNA community makes the selection. They can select an existing board member if that makes sense to them. I believe the right board member could provide the needed transparency and participation.

Kent: Section 1.3.3 discusses the CNA liaison position. It does not state that a Board member cannot be the CNA liaison. If the CNA community wishes to vote an existing Board member in as their CNA liaison, that is totally within the charter.

Dave: True.

Kent: Actually, the last sentence should read, "The selected individual cannot be an existing Board member." since the entire CNA organization will not act as the liaison, an individual will.

Dave: I don't like this change for all the reasons I mentioned above.

Chris C: Are we saying that a full Board member can be nominated and become a Liaison under normal circumstances, but in the event that a CNA Liaison resigns or is removed, the newly nominated CNA Liaison cannot be a full time Board member. Why is it different and what are we trying to prevent in 2.7? If it's ok to have a full Board member be nominated as the CNA Liaison under normal circumstances, my thinking would be that this should also be possible in the event of a resignation or removal. In fact, the latter situation would probably necessitate a timely drop-in replacement which a full Board member would probably be better suited for.

Regards,

Chris C

"2.7 CNA Liaison Removal or Resignation

In the event a CNA Liaison either resigns or is removed, the Board moderator will ask for nominations on the CNA mailing list. The Board will select a CNA Liaison from the nominated pool to finish out the term of the departed Liaison. The selected CNA cannot be an existing Board member."

In reply to this post by Landfield, Kent

Additionally, I feel that the current CNA Liaison (and potential Sponsor Liaison) should include language that speaks to whether a Liaison continues as a Board member after serving as a Liaison. Yes, some Liaisons may not contribute much and we let them loose after their term is complete. However, my thinking is that in many cases a Liaison would be in a good position to continue contributing as a Board member even after their Liaison duties come to an end. Serving as a Liaison is plenty of time to evaluate whether a person will contribute and be a good fit for the Board.

Kent: I am not sure we need to have this called out in the Charter. Less is more. Anyone of merit can go through the nomination process and get voted onto the Board. If the Liaison has been a contributor and is a value to the program, then vote the m on using the existing process once they leave the Liaison position. I don't understand why that does not suffice.

Dave: My thoughts are that it should be clear that the liaison serves a term. Where I think we could clear things up is around having an existing permanent board member in that role. A permanent board member should be able to serve in any liaison role. After their liaison term expires, they would go back to just being a permanent board member.

Kent: It is called out and has been from the initial inclusion of the CNA Liaison position was added. Today the charter states:

The Board has authorized the creation of a single seat on the Board for a CNA Liaison who represents the CNA community. This is an elected position which program-of-record CNAs vote on annually. This position is a voting member of the Board, with a one-year term. The person can serve more than one term as long as the CNA community so desires as indicated by the results of the voting. This person is responsible for acting as a representative to the CNA community, assuring CNAs are updated with various status and activity related information. This position is a two-way conduit for CNAs to bring things to and from the Board in a more official and structured way. The Board moderator will conduct the yearly nomination and voting processes with all coordination and communications done through the CNA Mailing list. The Board will be notified of the results at the successful completion of the process.

Kent: Dave, I have to seriously disagree with you on Board members being the actual Liaison. The whole reason we did this was to bring people that were NOT Board members into the Board activities as a voting member, so the CNA community had an advocate with the Board. It was also to bring in a fresh perspective to the Board. The suggestion sort of defeats the purpose and spirit of having an independent serving on the governing body who is looking out for the C NA community first and foremost.

Dave mentioned that we should consider some language that allows Liaisons to serve as full Board members, in addition to their Liaison duties. Maybe this also means that we could nominate and vote a Liaison on as a full time Board member during their term as a Liaison.

Kent: This is confusing to me. Liaisons have all the responsibilities of full Board members. They just have a limited term of one year, while the other Board members do not. Additionally, remember WHY the Liaison position exists. It exists to provide the CNA community insight into and participation on the board. The CNA community votes each year as to who will be their representative. We have no statements in the charter that says the CNA liaison cannot be a Board member if they are voted on through the CNA liaison voting process.

Dave: I agree, but we could be more clear in this regard. I also believe we should be able, through the normal process, to make a liaison member a permanent board member. They would continue to have the extra responsibilities of the liaison role until the end of the liaison term.

Kent: No, what was confusing was the statement "consider some language that allows Liaisons to serve as full Board members". Liaisons have all the rights and responsibilities of “full Board members” today in both voting and participation... That was the confusing statement. And as stated before, there is no reason to add this to the charter as the ONLY difference is they would continue to be a Board member after their term expires. I do not believe an action like this would be beneficial to the CNA community. If the CNA Liaison is worthy of a permanent Board position, what is really different from using the existing means to nominate and vote on them after their focused position, that brought them to the Board is the first place, is successfully completed? Why pollute the focus? Advocating for and representing the CNA community is the only real reason they are there in the first place...

Last, the Board charter does state that the CNA Liaison cannot be an existing Board member (see section 2.7 below). We may want to revisit this language to determine if it is still needed. Also note that we are missing "Liaison" in the last sentence. 😊

Kent: Section 2.7 was specifically worded that way for a specific case. Since we want the CNA liaison to come from the CNA community, we did not want the Board to select the new CNA liaison from within the Board community. We wanted them to select them from the CNA community to assure better transparency and participation.

https://cve.mitre.org/community/board/charter.html#cna_liaison

Dave: The point here is that the CNA community makes the selection. They can select an existing board member if that makes sense to them. I believe the right board member could provide the needed transparency and participation.

Kent: Let's keep focusing on the topic of section 2.7... The Charter states that the Board will ask for nominations on the CNA List for a person to finish out the term of the departed Liaison. If you are saying this section should be changed to a CNA community vote and not be a Board decision, I can deal with that. I think this was initially done for expediency sake instead of organizing a full CNA community vote for a very limited term. I have no issues if the CNA community has full control over their selection in all situations. That was the spirit of the intent of the CNA Liaison position in the first place.

Kent: Section 1.3.3 discusses the CNA liaison position. It does not state that a Board member cannot be the CNA liaison. If the CNA community wishes to vote an existing Board member in as their CNA liaison, that is totally within the charter.

Dave: True.

Kent: So, you are agreeing there is no need to change the Charter since that is already possible? The CNA community can already nominate and vote in an existing Board member?

Kent: Actually, the last sentence should read, "The selected individual cannot be an existing Board member." since the entire CNA organization will not act as the liaison, an individual will.

Dave: I don't like this change for all the reasons I mentioned above.

Kent: I could agree to this personally if section 2.7 was changed to have any Liaison vacancy filled by a full CNA community Liaison vote. This was documented this way to assure the Board did not put their thumb on the scales of CNA advocacy and influence on the Board. There has to be someone whose focus is to speak for the CNA community, and it was deemed at the time a safeguard to assure we did not dilute that influence.

"2.7 CNA Liaison Removal or Resignation

In the event a CNA Liaison either resigns or is removed, the Board moderator will ask for nominations on the CNA mailing list. The Board will select a CNA Liaison from the nominated pool to finish out the term of the departed Liaison. The selected CNA cannot be an existing Board member."

Love to hear what others think of the need to change the Charter....

All,

We have a Board Charter update that is just about to be sent for a review and vote. It is targeting the Charter Exceptions needs. The actual text is below.

Charter Exceptions

In the event there is a needed or desired exception to the existing Board Charter, a Board member may bring the request for the exception up to the Board and request the Board vote on the requested exception. The request can be made either on the Board's private mailing list or on a Board Member call. The Board Moderator will then conduct a vote on the proposed exception. This vote will be handled using the regular Board voting process. If the vote passes, the exception will be allowed.

After the vote, the Board should consider if the exception should be addressed and updated in the Board Charter. Not all exceptions need to be addressed in the Charter.

We have been talking about other changes that may or may not be needed. My question is, should we hold back the Charter Exceptions review/vote to decide the topic below or just move forward with this Exceptions vote and then come back to this topic for future finalization?

Thank you, Gracias, Grazie, 谢谢, Merci!, Спасибо!, Bedankt,Danke!, ありがとう, धन्यवाद!

--

Kent Landfield

+1.817.637.8026

From: Kent Landfield <>
Date: Thursday, May 14, 2020 at 10:38 AM
To: David Waltermire <>, "Coffin, Chris" <>, CVE Editorial Board Discussion <>
Subject: Re: [EXT] Re: Future Board Discussion Topic(s) - Sponsor Liaison and Other Liaison Language

CAUTION : External email. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Additionally, I feel that the current CNA Liaison (and potential Sponsor Liaison) should include language that speaks to whether a Liaison continues as a Board member after serving as a Liaison. Yes, some Liaisons may not contribute much and we let them loose after their term is complete. However, my thinking is that in many cases a Liaison would be in a good position to continue contributing as a Board member even after their Liaison duties come to an end. Serving as a Liaison is plenty of time to evaluate whether a person will contribute and be a good fit for the Board.

Kent: I am not sure we need to have this called out in the Charter. Less is more. Anyone of merit can go through the nomination process and get voted onto the Board. If the Liaison has been a contributor and is a value to the program, then vote the m on using the existing process once they leave the Liaison position. I don't understand why that does not suffice.

Dave: My thoughts are that it should be clear that the liaison serves a term. Where I think we could clear things up is around having an existing permanent board member in that role. A permanent board member should be able to serve in any liaison role. After their liaison term expires, they would go back to just being a permanent board member.

Kent: It is called out and has been from the initial inclusion of the CNA Liaison position was added. Today the charter states:

The Board has authorized the creation of a single seat on the Board for a CNA Liaison who represents the CNA community. This is an elected position which program-of-record CNAs vote on annually. This position is a voting member of the Board, with a one-year term. The person can serve more than one term as long as the CNA community so desires as indicated by the results of the voting. This person is responsible for acting as a representative to the CNA community, assuring CNAs are updated with various status and activity related information. This position is a two-way conduit for CNAs to bring things to and from the Board in a more official and structured way. The Board moderator will conduct the yearly nomination and voting processes with all coordination and communications done through the CNA Mailing list. The Board will be notified of the results at the successful completion of the process.

Kent: Dave, I have to seriously disagree with you on Board members being the actual Liaison. The whole reason we did this was to bring people that were NOT Board members into the Board activities as a voting member, so the CNA community had an advocate with the Board. It was also to bring in a fresh perspective to the Board. The suggestion sort of defeats the purpose and spirit of having an independent serving on the governing body who is looking out for the C NA community first and foremost.

Dave mentioned that we should consider some language that allows Liaisons to serve as full Board members, in addition to their Liaison duties. Maybe this also means that we could nominate and vote a Liaison on as a full time Board member during their term as a Liaison.

Kent: This is confusing to me. Liaisons have all the responsibilities of full Board members. They just have a limited term of one year, while the other Board members do not. Additionally, remember WHY the Liaison position exists. It exists to provide the CNA community insight into and participation on the board. The CNA community votes each year as to who will be their representative. We have no statements in the charter that says the CNA liaison cannot be a Board member if they are voted on through the CNA liaison voting process.

Dave: I agree, but we could be more clear in this regard. I also believe we should be able, through the normal process, to make a liaison member a permanent board member. They would continue to have the extra responsibilities of the liaison role until the end of the liaison term.

Kent: No, what was confusing was the statement "consider some language that allows Liaisons to serve as full Board members". Liaisons have all the rights and responsibilities of “full Board members” today in both voting and participation... That was the confusing statement. And as stated before, there is no reason to add this to the charter as the ONLY difference is they would continue to be a Board member after their term expires. I do not believe an action like this would be beneficial to the CNA community. If the CNA Liaison is worthy of a permanent Board position, what is really different from using the existing means to nominate and vote on them after their focused position, that brought them to the Board is the first place, is successfully completed? Why pollute the focus? Advocating for and representing the CNA community is the only real reason they are there in the first place...

Last, the Board charter does state that the CNA Liaison cannot be an existing Board member (see section 2.7 below). We may want to revisit this language to determine if it is still needed. Also note that we are missing "Liaison" in the last sentence. 😊

Kent: Section 2.7 was specifically worded that way for a specific case. Since we want the CNA liaison to come from the CNA community, we did not want the Board to select the new CNA liaison from within the Board community. We wanted them to select them from the CNA community to assure better transparency and participation.

https://cve.mitre.org/community/board/charter.html#cna_liaison

Dave: The point here is that the CNA community makes the selection. They can select an existing board member if that makes sense to them. I believe the right board member could provide the needed transparency and participation.

Kent: Let's keep focusing on the topic of section 2.7... The Charter states that the Board will ask for nominations on the CNA List for a person to finish out the term of the departed Liaison. If you are saying this section should be changed to a CNA community vote and not be a Board decision, I can deal with that. I think this was initially done for expediency sake instead of organizing a full CNA community vote for a very limited term. I have no issues if the CNA community has full control over their selection in all situations. That was the spirit of the intent of the CNA Liaison position in the first place.

Kent: Section 1.3.3 discusses the CNA liaison position. It does not state that a Board member cannot be the CNA liaison. If the CNA community wishes to vote an existing Board member in as their CNA liaison, that is totally within the charter.

Dave: True.

Kent: So, you are agreeing there is no need to change the Charter since that is already possible? The CNA community can already nominate and vote in an existing Board member?

Kent: Actually, the last sentence should read, "The selected individual cannot be an existing Board member." since the entire CNA organization will not act as the liaison, an individual will.

Dave: I don't like this change for all the reasons I mentioned above.

Kent: I could agree to this personally if section 2.7 was changed to have any Liaison vacancy filled by a full CNA community Liaison vote. This was documented this way to assure the Board did not put their thumb on the scales of CNA advocacy and influence on the Board. There has to be someone whose focus is to speak for the CNA community, and it was deemed at the time a safeguard to assure we did not dilute that influence.

"2.7 CNA Liaison Removal or Resignation

In the event a CNA Liaison either resigns or is removed, the Board moderator will ask for nominations on the CNA mailing list. The Board will select a CNA Liaison from the nominated pool to finish out the term of the departed Liaison. The selected CNA cannot be an existing Board member."

Love to hear what others think of the need to change the Charter....

Hi All,

I think these things are separate issues and should therefore be handled separately. I think we should vote on the Charter Exceptions language and incorporation. Then move on to the next issue on the list.

Best,

Katie Noble

Director, Intel PSIRT and Bug Bounty

503-207-8783

Keybase: katienoble

From: Landfield, Kent <>
Sent: Thursday, May 14, 2020 2:28 PM
To: CVE Editorial Board Discussion <>
Subject: Re: [EXT] Re: Future Board Discussion Topic(s) - Sponsor Liaison and Other Liaison Language

All,

We have a Board Charter update that is just about to be sent for a review and vote. It is targeting the Charter Exceptions needs. The actual text is below.

Charter Exceptions

In the event there is a needed or desired exception to the existing Board Charter, a Board member may bring the request for the exception up to the Board and request the Board vote on the requested exception. The request can be made either on the Board's private mailing list or on a Board Member call. The Board Moderator will then conduct a vote on the proposed exception. This vote will be handled using the regular Board voting process. If the vote passes, the exception will be allowed.

After the vote, the Board should consider if the exception should be addressed and updated in the Board Charter. Not all exceptions need to be addressed in the Charter.

We have been talking about other changes that may or may not be needed. My question is, should we hold back the Charter Exceptions review/vote to decide the topic below or just move forward with this Exceptions vote and then come back to this topic for future finalization?

Thank you, Gracias, Grazie, 谢谢, Merci!, Спасибо!, Bedankt,Danke!, ありがとう, धन्यवाद!

--

Kent Landfield

+1.817.637.8026

From: Kent Landfield <>
Date: Thursday, May 14, 2020 at 10:38 AM
To: David Waltermire <>, "Coffin, Chris" <>, CVE Editorial Board Discussion <>
Subject: Re: [EXT] Re: Future Board Discussion Topic(s) - Sponsor Liaison and Other Liaison Language

CAUTION : External email. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Additionally, I feel that the current CNA Liaison (and potential Sponsor Liaison) should include language that speaks to whether a Liaison continues as a Board member after serving as a Liaison. Yes, some Liaisons may not contribute much and we let them loose after their term is complete. However, my thinking is that in many cases a Liaison would be in a good position to continue contributing as a Board member even after their Liaison duties come to an end. Serving as a Liaison is plenty of time to evaluate whether a person will contribute and be a good fit for the Board.

Kent: I am not sure we need to have this called out in the Charter. Less is more. Anyone of merit can go through the nomination process and get voted onto the Board. If the Liaison has been a contributor and is a value to the program, then vote the m on using the existing process once they leave the Liaison position. I don't understand why that does not suffice.

Dave: My thoughts are that it should be clear that the liaison serves a term. Where I think we could clear things up is around having an existing permanent board member in that role. A permanent board member should be able to serve in any liaison role. After their liaison term expires, they would go back to just being a permanent board member.

Kent: It is called out and has been from the initial inclusion of the CNA Liaison position was added. Today the charter states:

The Board has authorized the creation of a single seat on the Board for a CNA Liaison who represents the CNA community. This is an elected position which program-of-record CNAs vote on annually. This position is a voting member of the Board, with a one-year term. The person can serve more than one term as long as the CNA community so desires as indicated by the results of the voting. This person is responsible for acting as a representative to the CNA community, assuring CNAs are updated with various status and activity related information. This position is a two-way conduit for CNAs to bring things to and from the Board in a more official and structured way. The Board moderator will conduct the yearly nomination and voting processes with all coordination and communications done through the CNA Mailing list. The Board will be notified of the results at the successful completion of the process.

Kent: Dave, I have to seriously disagree with you on Board members being the actual Liaison. The whole reason we did this was to bring people that were NOT Board members into the Board activities as a voting member, so the CNA community had an advocate with the Board. It was also to bring in a fresh perspective to the Board. The suggestion sort of defeats the purpose and spirit of having an independent serving on the governing body who is looking out for the C NA community first and foremost.

Dave mentioned that we should consider some language that allows Liaisons to serve as full Board members, in addition to their Liaison duties. Maybe this also means that we could nominate and vote a Liaison on as a full time Board member during their term as a Liaison.

Kent: This is confusing to me. Liaisons have all the responsibilities of full Board members. They just have a limited term of one year, while the other Board members do not. Additionally, remember WHY the Liaison position exists. It exists to provide the CNA community insight into and participation on the board. The CNA community votes each year as to who will be their representative. We have no statements in the charter that says the CNA liaison cannot be a Board member if they are voted on through the CNA liaison voting process.

Dave: I agree, but we could be more clear in this regard. I also believe we should be able, through the normal process, to make a liaison member a permanent board member. They would continue to have the extra responsibilities of the liaison role until the end of the liaison term.

Kent: No, what was confusing was the statement "consider some language that allows Liaisons to serve as full Board members". Liaisons have all the rights and responsibilities of “full Board members” today in both voting and participation... That was the confusing statement. And as stated before, there is no reason to add this to the charter as the ONLY difference is they would continue to be a Board member after their term expires. I do not believe an action like this would be beneficial to the CNA community. If the CNA Liaison is worthy of a permanent Board position, what is really different from using the existing means to nominate and vote on them after their focused position, that brought them to the Board is the first place, is successfully completed? Why pollute the focus? Advocating for and representing the CNA community is the only real reason they are there in the first place...

Last, the Board charter does state that the CNA Liaison cannot be an existing Board member (see section 2.7 below). We may want to revisit this language to determine if it is still needed. Also note that we are missing "Liaison" in the last sentence. 😊

Kent: Section 2.7 was specifically worded that way for a specific case. Since we want the CNA liaison to come from the CNA community, we did not want the Board to select the new CNA liaison from within the Board community. We wanted them to select them from the CNA community to assure better transparency and participation.

https://cve.mitre.org/community/board/charter.html#cna_liaison

Dave: The point here is that the CNA community makes the selection. They can select an existing board member if that makes sense to them. I believe the right board member could provide the needed transparency and participation.

Kent: Let's keep focusing on the topic of section 2.7... The Charter states that the Board will ask for nominations on the CNA List for a person to finish out the term of the departed Liaison. If you are saying this section should be changed to a CNA community vote and not be a Board decision, I can deal with that. I think this was initially done for expediency sake instead of organizing a full CNA community vote for a very limited term. I have no issues if the CNA community has full control over their selection in all situations. That was the spirit of the intent of the CNA Liaison position in the first place.

Kent: Section 1.3.3 discusses the CNA liaison position. It does not state that a Board member cannot be the CNA liaison. If the CNA community wishes to vote an existing Board member in as their CNA liaison, that is totally within the charter.

Dave: True.

Kent: So, you are agreeing there is no need to change the Charter since that is already possible? The CNA community can already nominate and vote in an existing Board member?

Kent: Actually, the last sentence should read, "The selected individual cannot be an existing Board member." since the entire CNA organization will not act as the liaison, an individual will.

Dave: I don't like this change for all the reasons I mentioned above.

Kent: I could agree to this personally if section 2.7 was changed to have any Liaison vacancy filled by a full CNA community Liaison vote. This was documented this way to assure the Board did not put their thumb on the scales of CNA advocacy and influence on the Board. There has to be someone whose focus is to speak for the CNA community, and it was deemed at the time a safeguard to assure we did not dilute that influence.

"2.7 CNA Liaison Removal or Resignation

In the event a CNA Liaison either resigns or is removed, the Board moderator will ask for nominations on the CNA mailing list. The Board will select a CNA Liaison from the nominated pool to finish out the term of the departed Liaison. The selected CNA cannot be an existing Board member."

Love to hear what others think of the need to change the Charter....

Agree with dealing with them separately.
C
Get Outlook for iOS From: Waltermire, David A. (Fed) <>
Sent: Thursday, May 14, 2020 3:41:01 PM
To: Noble, Kathleen <>; Landfield, Kent <>; CVE Editorial Board Discussion <>
Subject: RE: [EXT] Re: Future Board Discussion Topic(s) - Sponsor Liaison and Other Liaison Language

+1 on keeping these separate. We should do the Charter exception addition vote first.

Dave

From: Noble, Kathleen <>
Sent: Thursday, May 14, 2020 2:33 PM
To: Landfield, Kent <>; CVE Editorial Board Discussion <>
Subject: RE: [EXT] Re: Future Board Discussion Topic(s) - Sponsor Liaison and Other Liaison Language

Hi All,

I think these things are separate issues and should therefore be handled separately. I think we should vote on the Charter Exceptions language and incorporation. Then move on to the next issue on the list.

Best,

Katie Noble

Director, Intel PSIRT and Bug Bounty

503-207-8783

Keybase: katienoble

From: Landfield, Kent <>
Sent: Thursday, May 14, 2020 2:28 PM
To: CVE Editorial Board Discussion <>
Subject: Re: [EXT] Re: Future Board Discussion Topic(s) - Sponsor Liaison and Other Liaison Language

All,

We have a Board Charter update that is just about to be sent for a review and vote. It is targeting the Charter Exceptions needs. The actual text is below.

Charter Exceptions

In the event there is a needed or desired exception to the existing Board Charter, a Board member may bring the request for the exception up to the Board and request the Board vote on the requested exception. The request can be made either on the Board's private mailing list or on a Board Member call. The Board Moderator will then conduct a vote on the proposed exception. This vote will be handled using the regular Board voting process. If the vote passes, the exception will be allowed.

After the vote, the Board should consider if the exception should be addressed and updated in the Board Charter. Not all exceptions need to be addressed in the Charter.

We have been talking about other changes that may or may not be needed. My question is, should we hold back the Charter Exceptions review/vote to decide the topic below or just move forward with this Exceptions vote and then come back to this topic for future finalization?

Thank you, Gracias, Grazie, 谢谢, Merci!, Спасибо!, Bedankt,Danke!, ありがとう, धन्यवाद!

--

Kent Landfield

+1.817.637.8026

From: Kent Landfield <>
Date: Thursday, May 14, 2020 at 10:38 AM
To: David Waltermire <>, "Coffin, Chris" <>, CVE Editorial Board Discussion <>
Subject: Re: [EXT] Re: Future Board Discussion Topic(s) - Sponsor Liaison and Other Liaison Language

CAUTION : External email. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Additionally, I feel that the current CNA Liaison (and potential Sponsor Liaison) should include language that speaks to whether a Liaison continues as a Board member after serving as a Liaison. Yes, some Liaisons may not contribute much and we let them loose after their term is complete. However, my thinking is that in many cases a Liaison would be in a good position to continue contributing as a Board member even after their Liaison duties come to an end. Serving as a Liaison is plenty of time to evaluate whether a person will contribute and be a good fit for the Board.

Kent: I am not sure we need to have this called out in the Charter. Less is more. Anyone of merit can go through the nomination process and get voted onto the Board. If the Liaison has been a contributor and is a value to the program, then vote the m on using the existing process once they leave the Liaison position. I don't understand why that does not suffice.

Dave: My thoughts are that it should be clear that the liaison serves a term. Where I think we could clear things up is around having an existing permanent board member in that role. A permanent board member should be able to serve in any liaison role. After their liaison term expires, they would go back to just being a permanent board member.

Kent: It is called out and has been from the initial inclusion of the CNA Liaison position was added. Today the charter states:

The Board has authorized the creation of a single seat on the Board for a CNA Liaison who represents the CNA community. This is an elected position which program-of-record CNAs vote on annually. This position is a voting member of the Board, with a one-year term. The person can serve more than one term as long as the CNA community so desires as indicated by the results of the voting. This person is responsible for acting as a representative to the CNA community, assuring CNAs are updated with various status and activity related information. This position is a two-way conduit for CNAs to bring things to and from the Board in a more official and structured way. The Board moderator will conduct the yearly nomination and voting processes with all coordination and communications done through the CNA Mailing list. The Board will be notified of the results at the successful completion of the process.

Kent: Dave, I have to seriously disagree with you on Board members being the actual Liaison. The whole reason we did this was to bring people that were NOT Board members into the Board activities as a voting member, so the CNA community had an advocate with the Board. It was also to bring in a fresh perspective to the Board. The suggestion sort of defeats the purpose and spirit of having an independent serving on the governing body who is looking out for the C NA community first and foremost.

Dave mentioned that we should consider some language that allows Liaisons to serve as full Board members, in addition to their Liaison duties. Maybe this also means that we could nominate and vote a Liaison on as a full time Board member during their term as a Liaison.

Kent: This is confusing to me. Liaisons have all the responsibilities of full Board members. They just have a limited term of one year, while the other Board members do not. Additionally, remember WHY the Liaison position exists. It exists to provide the CNA community insight into and participation on the board. The CNA community votes each year as to who will be their representative. We have no statements in the charter that says the CNA liaison cannot be a Board member if they are voted on through the CNA liaison voting process.

Dave: I agree, but we could be more clear in this regard. I also believe we should be able, through the normal process, to make a liaison member a permanent board member. They would continue to have the extra responsibilities of the liaison role until the end of the liaison term.

Kent: No, what was confusing was the statement "consider some language that allows Liaisons to serve as full Board members". Liaisons have all the rights and responsibilities of “full Board members” today in both voting and participation... That was the confusing statement. And as stated before, there is no reason to add this to the charter as the ONLY difference is they would continue to be a Board member after their term expires. I do not believe an action like this would be beneficial to the CNA community. If the CNA Liaison is worthy of a permanent Board position, what is really different from using the existing means to nominate and vote on them after their focused position, that brought them to the Board is the first place, is successfully completed? Why pollute the focus? Advocating for and representing the CNA community is the only real reason they are there in the first place...

Last, the Board charter does state that the CNA Liaison cannot be an existing Board member (see section 2.7 below). We may want to revisit this language to determine if it is still needed. Also note that we are missing "Liaison" in the last sentence. 😊

Kent: Section 2.7 was specifically worded that way for a specific case. Since we want the CNA liaison to come from the CNA community, we did not want the Board to select the new CNA liaison from within the Board community. We wanted them to select them from the CNA community to assure better transparency and participation.

https://cve.mitre.org/community/board/charter.html#cna_liaison

Dave: The point here is that the CNA community makes the selection. They can select an existing board member if that makes sense to them. I believe the right board member could provide the needed transparency and participation.

Kent: Let's keep focusing on the topic of section 2.7... The Charter states that the Board will ask for nominations on the CNA List for a person to finish out the term of the departed Liaison. If you are saying this section should be changed to a CNA community vote and not be a Board decision, I can deal with that. I think this was initially done for expediency sake instead of organizing a full CNA community vote for a very limited term. I have no issues if the CNA community has full control over their selection in all situations. That was the spirit of the intent of the CNA Liaison position in the first place.

Kent: Section 1.3.3 discusses the CNA liaison position. It does not state that a Board member cannot be the CNA liaison. If the CNA community wishes to vote an existing Board member in as their CNA liaison, that is totally within the charter.

Dave: True.

Kent: So, you are agreeing there is no need to change the Charter since that is already possible? The CNA community can already nominate and vote in an existing Board member?

Kent: Actually, the last sentence should read, "The selected individual cannot be an existing Board member." since the entire CNA organization will not act as the liaison, an individual will.

Dave: I don't like this change for all the reasons I mentioned above.

Kent: I could agree to this personally if section 2.7 was changed to have any Liaison vacancy filled by a full CNA community Liaison vote. This was documented this way to assure the Board did not put their thumb on the scales of CNA advocacy and influence on the Board. There has to be someone whose focus is to speak for the CNA community, and it was deemed at the time a safeguard to assure we did not dilute that influence.

"2.7 CNA Liaison Removal or Resignation

In the event a CNA Liaison either resigns or is removed, the Board moderator will ask for nominations on the CNA mailing list. The Board will select a CNA Liaison from the nominated pool to finish out the term of the departed Liaison. The selected CNA cannot be an existing Board member."

Love to hear what others think of the need to change the Charter....