[OpenStack Foundation] Individual Member Director Elections

Monty Taylor mordred at inaugust.com
Fri Oct 11 12:59:26 UTC 2013

On 10/10/2013 12:32 PM, Joshua McKenty wrote:

> 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]).

I wanted to come back to this real quick, so I went and looked up the
corporations act in delaware:


The cumulative voting requirement only applies to stock corporations. We
are a non-stock body. Section 214 (the cumulative restriction) should
not, unless I'm REALLY bad at reading, apply. There is a basic set of
members rights that are default, but are subject to override by the
certificate of incorporation or they bylaws.

> 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
> <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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