[OpenStack Foundation] Individual Member Director Elections

matt matt at nycresistor.com
Thu Oct 10 16:43:39 UTC 2013

I really love the idea of prospective candidates having to pre-game by
attending meetings.  It helps promote continuity in the org and that's

I also think the rest of the ideas are solid as well.  So a big +1 from
me.  For whatever that is worth.


On Thu, Oct 10, 2013 at 12:32 PM, Joshua McKenty <joshua at pistoncloud.com>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 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
> 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> 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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