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Revising the Board Election Rules, 2nd iteration

September 29th, 2010 by

A month ago I presented my first draft for the new openSUSE board election rules and received some good feedback, especially on the opensuse-project mailing list. Since the last version presented on the mailing list I reworked the draft some more taking into account the proposal by Henne to remove the split of the elected seats into Novell and non-Novell employees.

So, now the goal of the changes for these rules are:

  • Fill the holes that exist in the existing rules
  • Clarify the existing rules
  • Open up the project even more with removing the restriction on two members beeing Novell employees.  To help ensure that the board will always represent a wide part of the community, I’ve followed the example of the GNOME foundation to have a rule that only 40 % of the elected board members can work at the same company.
    Note that 40 % of 5 elected seats means 2 seats.

I’d like to thank Vincent Untz and Alan Clark who helped me with this revision step.

Below is the new draft, for reference I gave each rule a name.

I’d like to hear now whether those complete rules are fine or where they need further revision and I’d also like to see wordsmithing to clarify and improve the rules.

Complete rules for openSUSE Board Elections

  • Size: The board consists of six members: five seats are elected by the community and additionally an appointed chairperson.
  • Eligible candidates: Only openSUSE members may run for the Board.
    Any previous board member that has previously resigned or has been previously removed from the Board is not eligible for nomination or appointment for or within the next Board election period.
  • Eligible voters: Only openSUSE members may vote, each member having one ballot that has one vote per seat to be elected.
  • Election Committee: The election is run by an Election Committee that consists of at least three openSUSE members and gets appointed for each election by the board. None of the Election Committee can run for or be elected as an openSUSE board member while serving on the Election Committee.
  • Time length: The openSUSE board term is two years. Approximately half of the board is elected every year. This means that every year, the term of approximately half of the board ends, and the term of the other half ends the year after.
    To provide continuity to the organization the chairperson shall be appointed and replaced at Novell’s discretion.  The elected board members can appeal to Novell to have the chairperson replaced.
  • Yearly electing half the board: In case of resignations or removals occured since last elections, the term for elected board members for the current elections will be adjusted to make sure that half of the elected board seats – that means two out of five – will have to be filled during the next elections.
    To implement this adjustment, the elected seats with the most votes will have a two years term, while the seats with the lowest votes will have a one year term. The number of seats with the lowest votes is calculated so that half of the board seats will have to be filled during the next elections.
  • Serving time: openSUSE board members can serve for up to two consecutive election periods. After that they must stand down for at least one year, but may be run again after the one year break.
  • Resignation: A member of the board may resign their current position by giving written notice to the chairperson.
  • Removal: In the event of repeated absence without contact, or other serious misconduct or negligence, a Board member may be subject to removal. Before any other process occurs, the Board member in question will be personally contacted by the chairperson to try to resolve the situation. If this contact does not successfully resolve the situation, the Board member in question may be removed by a vote of 2/3s of the board members. The board should appoint a new board member.
    Repeated absence includes missing three consecutive board meetings without sending regrets, not answering at all to emails or sending regrets for more than 10 meetings.
  • Appointment: The running board is allowed to appoint new members during their term to fill a board vacancy caused by one of the following conditions: 1) Resignation of a Board member or 2) the removal of a Board member, or 3) as part of elections.
    Appointed seats are only appointed until the next election.
    Instead of opting to appointmore than one board member, the board may opt to call for a new board election for the vacant seats.
  • Company affiliation: To help ensure that the board will always represent a wide part of the community, no single organization or company will be allowed to control more than 40% of the elected or appointed board seats, regardless of election results. In the event that individuals affiliated with a corporation or organization hold more than 40% of the seats, affiliates from that corporation will be required to resign until 40% is no longer held.
  • Individuals affiliated with a company or organization are people who are employees, officers, or members of the board of directors of an organization; or have a significant consulting relationship; or own at least 1% of the equity or debt, or derivatives thereof, of a company.
    Notwithstanding the above, members of the openSUSE board shall act on behalf of all openSUSE contributors in the best interest of the openSUSE project. Although board members may be affiliated with companies that have an interest in the success of openSUSE, they will not be considered representatives of companies with which they are affiliated.
  • Affiliation during election: If more than 40 % of the elected seats would be affiliated with one company (as defined above), elections results shall be adjusted as follows. Individuals who are affiliated with the company which has an excess of representatives shall be removed based on the number of votes they received until such individuals no longer hold a majority of the seats on the board. Other candidates shall replace them, based on the number of votes they received.
  • Nominations: The election committee will take self-nominations, nominations by others and can nominate people for election.  The election committee will contact the nominated people and ask them whether they stand for election.  These nominations are private until accepted by the nominated people.
  • Insufficient Nominations: In the event that the number of eligible candidates is less than or equal to the number of available seats, the voting period will be delayed by two weeks.  A public message will be sent out to ask again for candidates.
    In the event that the number of eligible candidates is less than or equal to the number of available seats, voting occurs as normal but each candidate needs to have more than 50 per cent yes votes. In case that seats do not get elected, the new board will appoint them.
  • Constitution: A new board term should start on the first of January, the elections should be finished 14 days before.  In the case of delays, the new board will start 7 days after the election results are published.
  • Tie: In the event of a tie for the final slot on the board, the election committee will schedule run-off elections between the tied candidates within one week, with a voting period of one week to resolve the tie.
    In the event of a tie during the run-off elections, the newly elected board – or the previous board, if all seats are to be filled during the run-off elections – will appoint candidates running in the run-off elections to fill the remaining slots.
  • Forced reelection: If 20 per cent of the openSUSE members require a new board election, an election will be held for the complete elected Board seats.
  • Amendment: Changes by the election rules can be done by vote of the board where 2/3s approve it including the chairperson or by vote of the membership where 2/3 of the openSUSE members approve it.

Open Question

From Vincent: Should we move to some “smarter” voting mechanism. The GNOME Foundation switched to STV [1][2], and I must admit it feels more “right”, when voting. This would need some change in the voting software, though.

References

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2 Responses to “Revising the Board Election Rules, 2nd iteration”

  1. Anonymous Coward

    Are you sure you want to cap the Novell board representation at 40% by fiat, when contributions from Novell still represent more than 80% of the actual work? Having the board membership being disconnected from the contributors they represent is dangerous on several levels.

    I can see opening the spectrum further by eliminating the criterion for 2 Novell “mandatory” members, so that anybody can literally be elected. But I would not introduce a rule that 60% of the board members must come from elsewhere, when so much of our contributions do come from SUSE. Those contributors have a right to be represented (or to be elected) if they choose to vote that way. This rule basically says that at most 40% of the board can represent 80%+ of the contributions… I do not like that tension.

    This is not so much a concern for Novell — the contributors they staff/pay for, obviously the can direct their work to contribute to the areas they see as interesting or strategic. But it is bad for the contributors themselves, as they cannot vote for a colleague (or run themselves), as basically the rule guarantees for the foreseeable future an AJ+Michael representation for Novell (nothing bad with you two, you are both great, but it practically stops the rest of the Novell team to run for election or to meaningfully vote for a colleague). Unless the popularity of either of you tanks, which I sure hope not to be the case ;-)

    You should consider these rules as more than a mathematical exercise, given the Community membership realities we have, they have significant consequences. Forcing the board to have a majority non-Novell membership should follow, not precede, having majority external committers. Politicians come a dime a dozen (no offense to Board members), the value is in Contributors, and external participation is still massively lagging behind the current external board membership, let aside the proposed one.

    Eliminating the mandatory Novell seats opens up participation, and as the rainbow of outside contributors continues to grow, so will the diversity of those voted in. Forcing the issue by requiring 80%+ of the actual work to be represented by a 40% share of the board does not help, as it puts the horses in front of the cart (or the politicians in front of the committers), and creates an unhealthy tension as SUSE’s internal openSUSE members outside of the project leadership become realistically unable to successfully run for election.

    Board diversity has to follow, not precede, committer diversity. Doing it backwards will not be fun, I fear.h

  2. Andreas Jaeger

    Right now out of the 5 elected members, two are Novell employees. So, that number might not change and we could have left it at that. But it’s not only restricting Novell’s power but also that of others.

    With the role that the board has, it does not control contribution to the distribution etc.

    Btw I’m not in the board – currently the elected Novell employees are Henne and Pavol.