[OpenStack Foundation] Individual Member Director Elections
jimjag at gmail.com
Fri Oct 11 16:32:26 UTC 2013
For non-stock corporations, the Bylaws are expected to detail the ins and
outs of who gets to vote and how votes are cast and how they are tallied.
If the bylaws don't, then the following applies: § 215-c
On Fri, Oct 11, 2013 at 8:59 AM, Monty Taylor <mordred at inaugust.com> wrote:
> 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).
> 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
> > 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
> > (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.
> > --
> > 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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> >> Foundation at lists.openstack.org <mailto:Foundation at lists.openstack.org>
> >> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
> > _______________________________________________
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> > Foundation at lists.openstack.org
> > http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
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