[Eg-oversight-board] Proposed Board Composition and Elections

Tue Dec 20 10:58:08 EST 2011

Dan,

Dan Scott wrote at 14:09 (EST) on Monday:
> BTW, I've CCed the Conservancy in case they're interested in our
> ruminations over our plans to add election procedures to our Rules of
> Governance.

Thanks for bringing Conservancy into the discussion.  Indeed, note that
Conservancy does need to approve changes to the Evergreen Oversight
Board structure, pursuant to the FSA.  I see there was some back and
forth between Elizabeth and Lori on the thread about how some of the
material in the existing rules are pre-Conservancy.  That does seem to
be accurate, since Conservancy doesn't have a record of receiving
notification of any changes to the "Representation" section already in
the FSA, which states:

  The Evergreen Oversight Board (``Oversight Board''), each initial
  Member a signatory hereto, shall represent the Project in its official
  communication with the Conservancy.  Oversight Board Members
  (``Members'') may be added or removed from the position at any time by
  a majority vote of the of the Oversight Board.  Any Oversight Board
  member may resign his or her position at any time, effective upon
  receipt of the resignation by the Conservancy.  The Oversight Board
  will elect, by majority vote, a single individual to communicate with
  the Conservancy (the ``Representative'') and shall notify the
  Conservancy promptly following the election of a new Representative.

  The Representative will have the authority to instruct the Conservancy
  on the Project's behalf on all matters.  The initial Representative
  shall be Elizabeth McKinney.

  This section may be modified by a majority vote of the Oversight
  Board, with the consent of the Conservancy, such consent not to be
  unreasonably withheld.

As it stands, that is the only formal definition and structure for the
Evergreen Oversight Board.  Obviously, as you can see in the text above,
the Evergreen Oversight Board, with Conservancy's consent, can change
it, but as mentioned, I haven't received notification of any such
changes.

Meanwhile, I've asked Tony (General Counsel of Conservancy) to join the
call today, since it's the first action item on the agenda for today's
meeting, and because the other agenda items would benefit from his input
as well.

> On Thu, Nov 17, 2011 at 12:54:05PM -0800, Lori Bowen Ayre wrote:
>>   * Composition (c):
>>     At no time may the board consist of more than one individual
>>     that represents a particular vendor or organization.

>     Instead of "consist of", perhaps "include" is the intent? I'm a
>     bit concerned about what "represents a ... organization" means -
>     do nominees have to declare what organization(s) they plan to
>     represent at election time?

FWIW, Conservancy has some text used for another project who wanted a
clause like this.  Would you like me to send it around?  I don't know if
it would work here, but I'm happy to share it if you want to take a
look.

> There's probably some overlap with the Conflict of Interest policy
> here, and to be honest I think I would prefer to see the Conflict of
> Interest policy deal with this rather than trying to block nominations
> or kick people off of the Board due to their (perceived or real)
> affiliations.

Just as a side note here, Conservancy is currently working to institute
a Conservancy-wide conflict of interest policy.  Dan, could you send to
Tony the URL of Evergreen Conflict of Interest policy?  Perhaps we can
include some of the details from it into Conservancy's own.

> So perhaps strike the explicit reference to a section that does not
> exist, and replace with something like "remote voting procedures, if a
> remote voting process has been established in the Rules of
> Governance"?

Conservancy has no particular position on how you set up your voting
rules, but I agree with Dan that they should be defined in text that is
presented to Conservancy as your structure.  In the unlikely event that
Conservancy needs to verify a vote for Oversight Board was legitimate,
we'd need to have on file the formal definition of how it happens so we
can do so.

>   * The same section states "Each Member in good standing will be
>     eligible to have one vote"; I suggest we strike this as we have no
>     defined membership (at least not this year), and go with Lori's
>     suggestion to rely on the conference attendee voting.

To be clear, to execute on a plan like that, you'd first need to change
the rules such that the Evergreen Oversight Board isn't
self-perpetuating anymore, *then* execute that vote.  As it stands, the
Evergreen Oversight Board members elect each other, as noted above.

I'd recommend against having attendance at a particular conference be
the deciders of who can be elected.  What if key people in the community
aren't able to arrange travel to be there?  This is further complicated
if proxies aren't permitted.
-- 
Bradley M. Kuhn, Executive Director, Software Freedom Conservancy