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--- election_proposal [2015/09/22 22:17]
Dave Neary Problem statement, document current rules
+++ election_proposal [2015/10/01 19:34] (current)
Dave Neary
@@ Line 9: / Line 9: @@
   * Lack of transparency in the election process
     * Candidate statements were sent initially only to voters
-    * Detailed results were withheld
+    * Details of the results of the votes are not published
   * Error-prone process for electorate
     * Some duplicates/old emails in INFO files
@@ Line 23: / Line 23: @@
   * Concerns about TSC being made up of nominees of Platinum sponsors, instead of active technical contributors to the project
-==== Current by-laws and election process ====
+===== Proposed process =====
-The election-related sections of the by-laws are as follows (extract from [[https://www.opnfv.org/about/bylaws-and-policies/bylaws|complete by-laws]]):
+==== Proposal 1: "Active Technical Contributor" ====
-> Section 2.3    Privileges of Platinum Membership
+I propose adopting the following processes for member board elections:
-> Each Platinum Member, while in good standing, shall be entitled to:
->
-> (a)  subject to the limitations of Section 4.3(a) of these By-laws, appoint one representative to serve as a member of the Board (a “Director”), in accordance with such Section;
->
-> Section 2.4    Privileges of Platinum Strategic End-User Membership
->
-> Each Platinum Strategic End-User Member, while in good standing, shall be entitled to:
->   (a)  subject to the limitations of Section 4.3(b) of these By-laws, appoint one representative to serve as a member of the Board (a “Director”), in accordance with such Section;
->   (b)  if such Member has a Director representative, nominate such Director to run for election as an officer of the OPNFV (each an “Officer”);
->   (c)  appoint one representative on the Technical Steering Committee;
->   (d)  appoint one voting representative, on a one vote per Member basis, to each Member Committee thereof that the Board may establish;
->   (e)  nominate a director to run for election as the Chairperson of the Board;
->   (f)  nominate a representative to be appointed by the Board to be the Executive Director of the OPNFV;
->
-> Section 2.5    Privileges of Silver Membership
->
-> Each Silver Member, while in good standing, shall be entitled to:
->   (a)  nominate a representative to run for election as a Director and participate in the election of Directors in accordance with Section 4.3(c) of these By-laws;
->
-> Section 2.6    Privileges of Silver Strategic End-User Membership
->
-> Each Silver Strategic End-User Member, while in good standing, shall be entitled to:
->   (a)  nominate a representative to run for election as a Director and participate in the election of Directors in accordance with Section 4.3(d) of these By-laws;
->   (b)  vote on each matter submitted to a vote of the Voting Members;
->
-> Section 2.7    Privileges of Individual Committer Membership
->
-> Each Individual Committer Member, while in good standing as a Committer on a project (as such requirements for such Committer role shall be established by the Technical Steering Committee from time to time), shall be entitled to:
->   (a)  run for election as a Director and participate in the election of Directors in accordance with Section 4.3(e) of these By-laws;
-> Section 3.2  Nomination and Election Procedures
+  * "Individual committer member" to be modified to "Active Technical Contributor", a status to be defined by the board and the TSC, based on active contributions to the project.
->
+  * The level of contributions should be objective, and measurable - automated where possible.
-> Subject to the provisions of Section 4.3, the Board shall establish
+  * Criteria could include (in each case, "in last 12 months" to ensure active contribution):
-> reasonable nomination and election procedures given the nature, size,
+    * Git commits (1 commit, same as OpenStack)
-> and operations of the OPNFV, including a reasonable means for Members
+    * Gerrit reviews (5 Gerrit reviews)
-> of appropriate classes to nominate a person for election as a
+    * Wiki page edits (25 wiki page edits)
-> Director, a reasonable opportunity for a nominee to communicate to
+    * Blueprints submitted to upstream projects (primary submitter of 1 blueprint)
-> the Members the nominee’s qualifications and the reasons for the
+    * OPNFV User Group co-ordination (at least one OPNFV User Group meeting organized)
-> nominee’s candidacy (if requested by such nominee), a reasonable
+    * Membership of any board or TSC committee (marketing, strategic planning, board, TSC, C&C)
-> opportunity for all nominees to solicit votes (if requested by any
+    * Project maintainer
-> such nominee), and a reasonable opportunity for all Members entitled
+  * Other potential criteria could be:
-> to vote thereon to choose among the nominees.
+    * Patches submitted to upstream project on an OPNFV blueprint (hard to measure)
+    * Attendance at weekly technical call (hard to measure)
+    * Project committer (tricky, because relies on maintainers to maintain good "active contributor/committer" lists)
+    * Pharos lab administrator
+    * Project ambassador - speaking about OPNFV in an event, or representing the project to the press
+OPNFV is a "mid-stream" project - many of the most beneficial activities in our community are not source code related (or, at least, not in the OPNFV project), so this is the wrong metric to use. In addition, different projects have different bars for commit access, or do not maintain the committer lists with the same dilligence, and I would expect voting rights to be set to some objective level of participation. Using the committer lists also puts the burden of maintaining the voting list to project maintainers (via the INFO files) and as the number of maintainers grows with the number of projects, the risk of disenfranchising community members by omission grows.
-> Section 4.1    Powers; Voting
+We will soon have community metrics we can use to measure participation in other areas, and we should use these to define voting rights.
->
-> The business and affairs of the OPNFV shall be managed by its Board,
-> which shall be, and shall possess all of the powers of, the
-> “Governing Body” of the OPNFV as a not-for-profit membership
-> corporation under the General Corporation Law of Delaware.  The Board
-> may exercise all powers of the OPNFV and do all such lawful acts and
-> things as are not by statute or by the Certificate of Incorporation
-> or by these By-laws directed or required to be exercised or done by
-> the Members. No director may act for, or speak on behalf of, the
-> Board of Directors or the Corporation except as directed or
-> authorized by the Board of Directors.
->
-> Section 4.2    Number of Directors
->
-> Subject to Sections 4.3 and 4.4, the total number of Directors shall
-> be at least one and not more than three (3) times the number of
-> Platinum Members, plus the number of Platinum Strategic End-User
-> Members, plus two (2) (the "Maximum Director Number").  The Board
-> shall comprise the Directors described in Section 4.3 below.
->
-> Section 4.3    Nomination, Election and Term of Office of Directors
->
-> (a)  Each Platinum Member (while remaining in good standing) shall be
-> entitled individually to appoint one Director (each a “Platinum
-> Director”).  Each Platinum Director shall serve until the next annual
-> action of Members without a meeting and until his or her successor
-> shall be duly appointed or until his or her earlier resignation or
-> removal.
-> (b)  Each Platinum Strategic End-User Member (while remaining in good
-> standing) shall be entitled individually to appoint one Director
-> (each a “Platinum Strategic End-User Director”).  Each Platinum
-> Strategic End-User Director shall serve until the next annual action
-> of Members without a meeting and until his or her successor shall be
-> duly appointed or until his or her earlier resignation or removal.
-> (c)  Each Silver Member (while remaining in good standing) shall have
-> the right to vote, together with the other Silver Members as a class,
-> to elect a number of Directors (each, a “Silver Director”) equal to
-> the number of Silver Members then in good standing divided by ten
-> (10) (rounded down to the nearest whole number).  In any event, the
-> Silver Members shall have at least one Board seat; provided that in
-> no event shall the number of Silver Directors exceed the number of
-> Platinum Directors. Prior to the first annual action of Members, the
-> initial Silver Directors shall be elected by the Board.
->
-> Each Silver Director shall serve in accordance with Section 4.3(h)
-> below and until his or her successor is elected and qualified or
-> until his or her earlier resignation or removal.  The selection of
-> nominees for such position(s) shall be performed under such
-> nominating procedures as may be set by the Board from time to time.
-> Notwithstanding anything to the contrary contained herein, in the
-> event that after any election of Directors, the number of Platinum
-> Members decreases and such decrease causes a situation where the
-> number of Silver Directors previously elected exceeds the number of
-> Platinum Directors, then in such event all Silver Directors
-> previously elected may serve until the next election of Directors, at
-> which time the required decrease in the number of Silver Directors
-> shall take effect pursuant to such procedures as shall be established
-> by the Board.
->
-> (d)  Each Silver Strategic End-User Member (while remaining in good
-> standing) shall have the right to vote, together with the other
-> Silver Strategic End-User Members as a class, to elect a number of
-> Directors (each, a “Silver Strategic End-User Director”) equal to the
-> number of Silver Strategic End-User Members then in good standing
-> divided by ten (10) (rounded down to the nearest whole number).  In
-> any event, the Silver Strategic End-User Members shall have at least
-> one Board seat; provided that in no event shall the number of Silver
-> Strategic End-User Directors exceed the number of Platinum Strategic
-> End-User Directors. Prior to the first annual action of Members, the
-> initial Silver Strategic End-User Directors shall be elected by the
-> Board.
->
-> Each Silver Strategic End-User Director shall serve in accordance
-> with Section 4.3(h) below and until his or her successor is elected
-> and qualified or until his or her earlier resignation or removal.
-> The selection of nominees for such position(s) shall be performed
-> under such nominating procedures as may be set by the Board from time
-> to time.  Notwithstanding anything to the contrary contained herein,
-> in the event that after any election of Directors, the number of
-> Platinum Strategic End-User Members decreases and such decrease
-> causes a situation where the number of Silver Strategic End-User
-> Directors previously elected exceeds the number of Platinum Strategic
-> End-User Directors, then in such event all Silver Strategic End-User
-> Directors previously elected may serve until the next election of
-> Directors, at which time the required decrease in the number of
-> Silver Strategic End-User Directors shall take effect pursuant to
-> such procedures as shall be established by the Board.
-> (e)  Following the first release of the Platform, each Individual
-> Committer Member (while remaining in good standing) shall have the
-> right to vote, together with the other Individual Committer Members
-> as a class, to elect one (1) Individual Committer Member to serve as
-> a Director (the “Individual Director”), to serve until the next
-> annual action of Members without a meeting and until his or her
-> successor is elected and qualified or until his or her earlier
-> resignation or removal.  The selection of nominees for such position
-> shall be made by the Individual Committer Members (as project
-> committers) and approved by the Board through such nominating
-> procedures as may be set by the Board from time to time.
-> (f)  The Chair of the Technical Steering Committee, by virtue of his
-> or her status as such, shall be a voting member of the Board of
-> Directors (the “TSC Director”).
-> (g)  Any Director nominated, appointed or elected by any class of
-> Members or the Technical Steering Committee, or by any Member, may,
-> but shall not automatically, be re-nominated, re-appointed and/or
-> re-elected for additional terms.
-> (h)  In the event of any increase in the number of Silver Members or
-> Silver Strategic End-User Members that results in a right of the
-> Silver Members or Silver Strategic End-User Members, as the case may
-> be, to an additional Board seat prior to the next annual election,
-> then such additional Silver Director or Silver Strategic End-User
-> Director, as the case may be, shall be nominated and elected pursuant
-> to such nominating and election process as may be approved by the
-> Board.  Each such additional Silver Director or Silver Strategic
-> End-User Director, as the case may be, so elected shall serve until
-> the next annual action of Members without a meeting and until his or
-> her successor shall be duly appointed or until his or her earlier
-> resignation or removal.
-> (i)  Each Director (other than Individual Directors) shall be an
-> employee of the Member which nominated or appointed him or her.  Each
-> Director shall hold office until the earliest to occur of the
-> expiration of the term for which such Director was elected and such
-> Director’s successor is elected and qualified, or until his or her
-> earlier death, resignation or removal, and in the case of a Platinum,
-> Platinum Strategic End-User, Silver or Silver Strategic End-User
-> Director, until the earlier of (i) expiration or termination of
-> Membership of the Member that nominated or appointed such Director,
-> (ii) the combination, by merger, acquisition or otherwise, of two
-> Members that each have representatives on the Board, upon which event
-> one of the two representatives, as designated by the surviving
-> Member, shall be deemed to have resigned, or (iii) if requested by
-> the Board or the employer of such Director, upon the termination of
-> the employment of such Director by the Member represented by such
-> Director. In addition, during such times as the Membership of any
-> Member that has a representative serving as a Director is suspended
-> pursuant to Section 2.12 above, the attendance and voting rights of
-> such Director representative shall also be suspended until such time,
-> if ever, as the suspension of such Member is lifted.
-> (j)  Each Platinum, Platinum Strategic End-User, Silver or Silver
-> Strategic End-User Director (or the Member that appointed or is the
-> employer of such Director) and the TSC Director may designate in
-> writing (which designation may be withdrawn in writing at any time by
-> such Director or Member) an individual to act as a Director in his or
-> her stead, whether for a single meeting or as a standing alternate,
-> provided that the alternate for the TSC Director must also be a
-> member of the Technical Steering Committee.  Any such alternate
-> Director (other than the TSC Director) shall also be an employee of
-> the Member that appointed or nominated the original Director.  Any
-> such alternate Director shall be entitled to (i) attend and vote at
-> all meetings which the designating Director does not attend, (ii)
-> sign all written consents in lieu of the designating Director, and
-> (iii) otherwise exercise the duties and enjoy the privileges of the
-> designating Director in the absence or unavailability of the
-> designating Director; provided, however, that no such alternate
-> Director may propose a vote or vote upon any Committee of the Board.
-> In addition, in lieu of making such a substitution, any Director who
-> will be absent for any meeting may deliver a written proxy to the
-> President, authorizing the President to either vote as instructed in
-> such proxy, or to vote in the stead of such absent Director in such
-> manner as the President may believe appropriate.  Any such proxy
-> shall be valid only with respect to the meeting and such specific
-> matters (or with respect to all matters, if so desired) as may be
-> stated in such proxy.
-> (k)  The Board may approve from time to time such reasonable
-> attendance and other requirements as it shall deem to be advisable to
-> ensure that seats on the Board are held by active, contributing
-> individuals.  Such rules may provide that any Member which has
-> appointed or nominated a Director, as the case may be, may lose its
-> ability to appoint and/or nominate a representative to the Board in
-> the event that such requirements have not been met, and/or that a
-> Director who fails to meet such requirements shall automatically be
-> deemed to have resigned from the Board, but no such rule may be
-> imposed retroactively.
-> Section 5.5    Committees of the Members
+==== Proposal 2: Community election process ====
->
-> (a)  From time to time, the Board may establish Member Committees in
-> addition to the Technical Steering Committee  (as described in
-> paragraphs (b) and (c) below).  Membership attendance and voting
-> rights in all Member Committees shall be as specified in Article II,
-> and any such Member Committee may operate under such further rules of
-> process as it may propose and which are approved by the Board.
-> Unless otherwise specified in these By-laws or by the Board, each
-> Member Committee may have such sub-committees, working groups and
-> special interest groups as from time to time may be approved by such
-> Member Committee, within the strategic direction established by the
-> Board (each a “Working Group”).
-> (b)  A Technical Steering Committee of the OPNFV shall be established
-> consisting of (i) a project lead from each top level project, (ii) a
-> representative designated by each of the Platinum Members, subject to
-> Section 2.4(c); (iii) a representative designated by each of the
-> Platinum Strategic End-User Members, subject to Section 2.4(c); and
-> (iv) such number of individuals to be elected by the active
-> committers as may be specified and under such procedures as may from
-> time to time be approved by the Board.  The operation of the
-> Technical Steering Committee shall be governed by the rules of
-> process of such Committee as from time to time approved by the Board.
-> The Technical Steering Committee shall be under the leadership of a
-> Technical Steering Committee Chair elected by the Technical Steering
-> Committee, who shall serve at the pleasure of the Technical Steering
-> Committee and the Board.  The Technical Steering Committee Chair may
-> attend and vote at meetings of the Board.  The Technical Steering
-> Committee Chair shall be elected annually with no term limits.
+=== Publication of election results ===
-==== Proposed process ====
+For all OPNFV community elections full (anonymized) results are published to allow independent verification of the results.
+=== Community board member election ===
+  *Elections are announced on the 1st of September, or the date of the first TSC meeting after September 1st, on the opnfv-tech-discuss mailing list.
+    * At this time the list of eligible voters, who are also eligible to be candidates, will be published to the OPNFV web-site allowing one week for errors and omissions to be corrected.
+  *The nomination period will begin one week after announcing the election and will continue for one week, until 14 days after the election announcement.  Nominations of candidates can be made either as self-nominations, or by any candidate on their behalf although the nomination must be accepted by the nominee to be valid.
+  * The list of valid nominees will be announced on opnfv-tech-discuss at the end of the nomination period and posted to the community wiki.  One week will be allowed for community debate and discussion.
+  * Polls will be open for one week, from the 21st day after announcing the election until the 28th day at which point results will be sent to opnfv-tech-discuss and posted on the wiki.
+=== Community TSC member election ===
+(this is according to current bylaws and aligned with the proposed process, assuming we would aim at the same election cadence even if we don't start there.)
+  *Elections are announced on the 1st of September, or the date of the first TSC meeting after September 1st, on the opnfv-tech-discuss mailing list.
+    * At this time the list of eligible voters, who are also eligible to be candidates, will be published to the OPNFV web-site allowing one week for errors and omissions to be corrected.
+  *The nomination period will begin one week after announcing the election and will continue for one week, until 14 days after the election announcement.  Nominations of candidates can be made either as self-nominations, or by any candidate on their behalf although the nomination must be accepted by the nominee to be valid.
+  * The list of valid nominees will be announced on opnfv-tech-discuss at the end of the nomination period and posted to the community wiki.  One week will be allowed for community debate and discussion.
+  * Polls will be open for one week, from the 21st day after announcing the election until the 28th day at which point results will be sent to opnfv-tech-discuss and posted on the wiki.
+=== TSC Chairperson election ===
+  *Elections are announced on the 7th of September, or the date of the first TSC meeting after September 7th, on the opnfv-tech-discuss mailing list.
+  *The nomination period will begin one week after announcing the election and will continue for one week, until 14 days after the election announcement.  The nomination process for the TSC chairperson is by self-nomination.
+  * Polls will be open for one week, from the 14th day after announcing the election until the 21st day at which point results will be sent to opnfv-tech-discuss and posted on the wiki.

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