Open Stack

On 07/26/2012 02:42 PM, Soren Hansen wrote:
> Can you (or someone else) be more specific about how our process for our other
> elections don't meet these requirements? If we don't know what's wrong, we
> can't fix it.

I can definitely speak for the PTL elections: Using the etherpad to add
nominees, record endorsement and build the final list of candidates is a
messy, convoluted, error-prone process. I ran it 3 times that way and
every time I wished I had a tool to manage the whole process, allowing
not only for transparency (the main reason why we used etherpad) but
also control and automation.

I'm happy to spin off this discussion and work with volunteers to build
a tool to manage the upcoming PTL elections.

> Does this mean "affiliation" in the same sense as it did on the form for
> joining the foundation (which allowed for affiliation with multiple companies)?
> If so, how does being affiliated with more than one company affect this
> restriction?

Affiliation is defined in the bylaws, 4.17 section b (quoted below).

> Also, what happens if a board member moves to a different company during their
> term on the board?

you should find the answer on the bylaws
http://wiki.openstack.org/Governance/Foundation/Bylaws

4.17 Director Diversity.

    (a) One of the methods which the Members have chosen to ensure the
technical meritocracy of the OpenStack Project is to ensure diversity in
managing the OpenStack Project. This diversity shall be implemented by
limiting the relationships between the Members, the Board of Directors
and the Technical Committee. No more than two directors shall be
Affiliated (the “Director Diversity Requirement”).
    (b) For the purposes of the Director Diversity Requirement, the term
“Affiliated” or “Affiliation” in the Bylaws is defined as follows:

        (i) relationships between Members who are business entities and
Members who are individuals (whether Individual Members, Gold Members or
Platinum Members), the individual is a (i) board member, officer or
employee of the business entity or its Affiliated Group (as defined in
Section 2.5) or (ii) an independent contractor to the business entity or
its Affiliated Group who has earned more than $60,000 in the most recent
twelve month period; or
        (ii) relationship between Members who are all individuals, the
individuals are (a) independent contractors who have earned more than
$60,000 in the most recent twelve month period from the Affiliated Group
(b) board members of one or more entities in the Affiliated Group (c)
officers of one or more entities in the Affiliated Group or (d)
employees of one or more entities in the Affiliated Group.

    The final determination of Affiliation shall be made by the Board of
Directors without the vote of the directors who are alleged to have been
Affiliated.
    (c) No director may take office if the addition of the director
would cause a violation of the Director Diversity Requirement. If the
new director is a Platinum Director, the Platinum Member making such
appointment shall make the determination of which other director shall
resign from the Board of Directors. If the designated director does not
resign, the Executive Director shall call a special meeting of the
relevant class of Members. If the new director is a Gold Director, the
Gold Director Selector making such appointment shall make the
determination of which other director shall resign from the Board of
Directors. If the designated director does not resign, the Executive
Director shall call a special meeting of the relevant class of Members.
If the new director is elected by the Individual Members, then the
individual having the next highest number of votes whose admission would
not cause a violation of the Director Diversity Requirement shall be
become the new director instead of the individual whose election would
cause a violation of the Director Diversity Requirement.
    (d) If a director who is an individual becomes Affiliated during his
or her term and such Affiliation violates the Director Diversity
Requirement, such individual shall resign as a director.
    (e) A violation of the Director Diversity Requirement may be waived
by a vote of two thirds of the Board of Directors (not including the
directors who are Affiliated).