[OpenStack Foundation] Individual Member Director Elections

Monty Taylor mordred at inaugust.com
Thu Oct 10 16:40:44 UTC 2013

On 10/10/2013 12:32 PM, Joshua McKenty wrote:
> 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 think that there are two problems. I think that is one of them. I
think the other is:

*We want the voice of all of our community to be heard, and for the vote
of each of them to be equally valid*

> (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://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.)

Love it. And thank you for looking in to the details.

> 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

I can be on board with this since it wouldn't take effect until the next
election, and by then we should be able to have our asterisk server
rolled in to production (otherwise there's a barrier for the folks who
can't operate webex)

> (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 ;)

Yes to both.

> 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
> http://www.pistoncloud.com
> "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
> <mailto:rlane at wikimedia.org>> wrote:
>> On Wed, Oct 9, 2013 at 7:12 PM, Jeremy Stanley <fungi at yuggoth.org
>> <mailto: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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