Wiki

There have been a number of flags raised around the first committer elections for the board, and the proposed election process for "committer seats" and the chair of the TSC. The goal of this page is to draft an alternate proposal, which will cover guidelines for running elections and proposed by-laws changes to be considered and voted by the board.

Some of the concerns which have been raised are:

• Lack of transparency in the election process
  • Candidate statements were sent initially only to voters
  • Detailed results were withheld
• Error-prone process for electorate
  • Some duplicates/old emails in INFO files
  • Project maintainers need to update the INFO files, create repos after project approval
• Is "committer" the right level of contribution for voting?
  • OPNFV is not a code-driven project: wiki edits, upstream participation, Gerrit reviews, blueprints submission, presentations and event organisation are valuable participation
  • "Committer" status was handed out as a very low bar at project approval, many inactive "committers" across the many OPNFV projects
• Need to increase clarity around the election process
  • The elections "snuck up" on people - seemed quite rushed in terms of process, no clear understanding of what was driving the urgency
  • One potential candidate missed the TSC chair proposal deadline because of a US holiday weekend
  • No "hustings" or questions to candidates - election fundamentally is a popularity contest in the absence of debate
  • See earlier concerns about where election materials were sent - the lack of a documented process has led to some confusion and discontent
• Concerns about TSC being made up of nominees of Platinum sponsors, instead of active technical contributors to the project

The election-related sections of the by-laws are as follows (extract from complete by-laws):

Section 2.3 Privileges of Platinum Membership
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:
- 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;
- if such Member has a Director representative, nominate such Director to run for election as an officer of the OPNFV (each an “Officer”);
- appoint one representative on the Technical Steering Committee;
- appoint one voting representative, on a one vote per Member basis, to each Member Committee thereof that the Board may establish;
- nominate a director to run for election as the Chairperson of the Board;
- 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:
- nominate a representative to run for election as a Director and participate in the election of Directors in accordance with Section 4.3© 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:
- 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;
- 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:
- 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

Subject to the provisions of Section 4.3, the Board shall establish
reasonable nomination and election procedures given the nature, size,
and operations of the OPNFV, including a reasonable means for Members
of appropriate classes to nominate a person for election as a
Director, a reasonable opportunity for a nominee to communicate to
the Members the nominee’s qualifications and the reasons for the
nominee’s candidacy (if requested by such nominee), a reasonable
opportunity for all nominees to solicit votes (if requested by any
such nominee), and a reasonable opportunity for all Members entitled
to vote thereon to choose among the nominees.

Section 4.1 Powers; Voting

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

- 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.
- 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.
- 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.

- 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.
- 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.
- 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”).
- 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.
- 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.
- 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.
- 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.
- 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

- From time to time, the Board may establish Member Committees in addition to the Technical Steering Committee (as described in paragraphs (b) and © 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”).
- 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©; (iii) a representative designated by each of the Platinum Strategic End-User Members, subject to Section 2.4©; 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.