[OpenStack Foundation] Individual Member Director Elections

Joshua McKenty joshua at pistoncloud.com
Thu Oct 10 16:32:10 UTC 2013

I've been holding back from commenting on this issue so I had a chance to see what the range of opinions were. As is bizarrely typical with this board, we already seem to agree.

First, I wanted to restart the PROBLEM that we all seem to be struggling with, so that we can use it as a litmus test against proposed solutions.

We want our board to represent the DIVERSITY of the community, rather than PROPORTIONALLY representing the membership - even of active members.

(I consider the idea of a "Cabal" to be a red herring, aside from being easily dealt with legally using the existing anti-trust policy.)

I believe I was the first person to point out problems with our voting mechanisms, after the first individual member elections.
 - https://gist.github.com/joshuamckenty/3467887
 - https://docs.google.com/spreadsheet/ccc?key=0Av62KoL8f9kAdGh6dGQ2Yjg5dFhXUFFlSFZOZUstUGc#gid=1

During the foundation drafting process, I spent a fair amount of time arguing for the use of Condorset with various lawyers - but I was stymied by the apparent REQUIREMENT for a Delaware corporation to use cumulative voting to elect board members.  (I've dug into this a bit, and afaict there's no requirement in the IRS 501©6 paperwork, just in the Delaware corporation stuff[1]).

There's a loophole, of course - the loophole that we use to elect Gold members.
We don't elect them. We elect a Gold Member "Selector" - who APPOINTS a director. In fact, all of the Platinum and Gold member seats have appointed directors.

(IANAL, so it may not be a loophole - but it sure works like one.)

If we're going to go through the work of putting forward an election ballot to the general membership (which I agree we ought to do), and we're going to rally to get the requisite 25% of the membership to vote on the damn thing, then I suggest we include as many of the following as we can agree on:

Change voting mechanism:
 - Condorset CIVS (might require a loophole or some radical legal work)
 - Limit of one seat per organization (instead of two)

Raise bar on membership:
 - Suspend membership immediately upon failing to vote in a general election

And one last *crazy* idea I had:
 - Require candidates for individual director seats to have attended/dialed-into at least 50% of the board meetings in the past 6 months

(That last one is somewhat preemptive against two issues: Firstly, we've had brand new members with no previous involvement in OpenStack running for the board for political reasons. And secondly, I'd hate to see a high rate of attrition in new Directors once they realize what a mind-numbing job this is ;)

While I fully support the notion of requiring members to remain "active", we haven't been able to come up with an "active" test that folks find even-handed beyond the "membership questionnaire" that's already in the Bylaws. If we can make voting compulsory, we can just thrown an occasional general election to clean the roles.

1. http://www.irs.gov/Charities-&-Non-Profits/Other-Non-Profits/Life-Cycle-of-a-Business-League-(Trade-Association)

Joshua McKenty
Chief Technology Officer
Piston Cloud Computing, Inc.
+1 (650) 242-5683
+1 (650) 283-6846

"Oh, Westley, we'll never survive!"
"Nonsense. You're only saying that because no one ever has."

On Oct 9, 2013, at 4:24 PM, Ryan Lane <rlane at wikimedia.org> wrote:

> On Wed, Oct 9, 2013 at 7:12 PM, Jeremy Stanley <fungi at yuggoth.org> wrote:
> On 2013-10-09 17:06:03 -0400 (-0400), Ryan Lane wrote:
> > Aren't many people in this thread saying there is indeed
> > something wrong with the election method being used? It allows
> > easy ballot stuffing.
> Part of the counterargument is that the mere dozens of us expressing
> concern on a mailing list are but a miniscule portion of the
> thousands of registered foundation members, which supposedly
> suggests that a vast majority of the members are fine with the
> status quo (or more likely completely unaware this conversation is
> going on, or perhaps even simply disinterested in election mechanics
> altogether).
> Which doesn't mean that the argument is invalid, just that it needs more visibility. The voting record clearly shows there's a problem with the voting system (even though there's nothing wrong with the current board). Most people in the community have probably never seen the voting record stats, though.
> - Ryan
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> Foundation mailing list
> Foundation at lists.openstack.org
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