Ensure that bylaws allow holding formal Board votes outside of public Board meetings

[hlapp]

The motivation here is for the bylaws not to require that formal Board votes be held and completed during a public Board meeting, because with all formal votes being conducted electronically there's no technical requirement for holding them during the meeting itself, and doing so can (and in the past has) actually create issues

These issues include having to have quorum during the time of the Board meeting (which is considerably more challenging with a globally distributed Board), everyone having to have received the electronic ballot in time, and everyone necessary maintaining internet connectivity during the time slot.

These issues would all go away if conducting the electronic vote can take place outside the time of the Board meeting, for example in a 24 hour period after the Board meeting. The Board meeting could then be devoted to introducing, arguing for/against, and discussing the choices (or candidates) to be voted on. This means that a vote's outcome wouldn't be known until some time later, but there isn't an obvious reason why this would be a problem, and the delay for knowing the outcome can be kept reasonably short (for example, 24 hours).

[nlharris]

So does "ensuring" this involve proposing edits to the bylaws?

[hlapp]

If we conclude that the current version of the bylaws somehow doesn't, then yes. But this doesn't mean to preclude that after a review we conclude that the bylaws at present make no stipulation that formal board votes can only be held during a public Board meeting. (Having said that, a formal Board vote does need to be conducted in public.)

[nlharris]

The current bylaws don't say whether voting has to take place during a public Board meeting or not. The most relevant point relating to this topic is:

Quorum. a. In elections involving the general membership, a turn-out of at least 10% (ten percent) of the voting members shall constitute a quorum for the purpose of conducting the business of the OBF. b. In votes of the Board Of Directors, the presence of the greater of 75% of the board members or 4 (four) directors shall constitute a quorum for the purpose of conducting the business of the OBF.

It doesn't say whether "turn-out" requires participation in a public Board meeting, but we have not required that in the past for votes (we have not had 10% of members showing up to the meetings).

[hlapp]

Turn-out means number of ballots cast. For the public Board meeting, most decisions are approval votes by the attending Directors (such as approving the minutes from the last Board meeting, and all other motions.)

I think it's clear that we (and the bylaws) want votes of the Board to be public. Public here has meant that anyone can attend the event where such votes are cast, which includes a sufficient advance notice (mandatorily to all members, but we meanwhile in addition make this public for everyone). There have been two kinds of "votes":

• Motions for which it is public and documented in the minutes whether there is unanimous consent, and in the event of non-unanimous consent (or rejection), it would presumably be in the minutes who objected (we actually lack precedence for this, I believe).
• Elections and other private (electronic) ballots, for which the vote tally is public but the ballots cast are not.

It's hard to imagine how we'd disassociate the former from an actual public Board meeting. So I think we're in essence talking about the latter, although it's possible we decide to convert a motion that would need a public Board meeting to be held and a quorum of Directors attending it, to a vote held separate from the Board meeting. For these electronic ballots, the following questions come to mind for which we may well want the bylaws to provide some clarity in regard to properties a permissible mechanism we might choose must have (and it sounds like currently they don't):

1. For a Board vote held via electronic (or other) ballot but outside of a public Board meeting, aside from meeting quorum in terms of ballots cast (which is already defined), I think we want to require measures ensuring awareness of at least the membership (and possibly also the public), so that a Board can't hold a vote on something with members and everyone else learning about it only way after the fact, or not at all. So some advance notice period should probably be met, and (in lieu of a Board meeting agenda) some place should probably be required where people can inform themselves about what (or who) is on the ballot. We may even want to require a public comment mechanism (at a public Board meeting, guests can comment and ask questions; even if that's been rarely used, we may want to ensure that the possibility for comment can't be taken away).
2. We may want to consider having a type of electronic ballot where not only the final vote tally becomes public, but the ballots themselves do, too. And if we do want this type of ballot, we may want to say something about the conditions on which a vote has to use public ballots, or whether that's entirely up to the Board's discretion.

[peterjc]

If we stick with board members (and attending members) being together in person or virtually for a short meeting style (even just one hour), this is fundamentally difficult to participate in from the other side of the world due to the time zones.

We might consider proxy votes, whereby absent board member A assigns their proxy vote to member B, and assuming member B attends both A and B could count to quorum. That might work well in person, but seems less easy to do with electronic ballots tied to email addresses.

The minor wording change currently proposed on #102 explicitly allows the electronic ballot to stay open 24 hours (while paper ballots would explicitly be counted during the in-person meeting) so that absentee members could vote after the public discussion. This does not contribute to being quorum though, the thrust of Hilmar's issue here.

The ideas here is presumably to make asynchronous formal votes of the board practical (e.g. electronic ballot open 24 hours) without being tied to a public board meeting (but with some public announcement still needed for openness).

[hlapp]

We might consider proxy votes, whereby absent board member A assigns their proxy vote to member B, and assuming member B attends both A and B could count to quorum.

I have to say I'm strongly opposed to allowing proxy votes. It opens the door to abuse and gaming. I believe quite strongly that we're better off finding a solution that facilitates global participation while mandating everyone has their own vote, and achieving this without hindering quorum.

The minor wording change currently proposed on #102 explicitly allows the electronic ballot to stay open 24 hours (while paper ballots would explicitly be counted during the in-person meeting) so that absentee members could vote after the public discussion.

Yes I saw this. I don't think it helps solve a problem (there's nothing in the bylaws currently that says a ballot can't stay open for 24 hours), but adds a stipulation that might cause a problem in the future (we might want a ballot to stay open for 36 hours).

If we want to say something about the duration ballots can stay open, then we could add that ballots can remain open past the end of a public Board meeting. But again, the bylaws don't currently say that they can't, and I think what we want clarity on in the Bylaws is not how long a ballot can or cannot stay open, but whether and under which conditions public ballots among the Board can take place separate from a public Board meeting.

The ideas here is presumably to make asynchronous formal votes of the board practical (e.g. electronic ballot open 24 hours) without being tied to a public board meeting (but with some public announcement still needed for openness).

Yes. But how long a ballot can or should stay open is a largely operational question, and IMHO not a policy question. (You could argue that we don't want to allow ballots to stay open beyond some reasonable length of time, say a month, as a matter of policy. That sounds fine on its face, but nothing like this has ever been stipulated for the one type of ballot that is covered by the Bylaws but disconnected from a public Board meeting, namely referendums and other votes put in front of the membership, and it's never been an issue. So I'd still argue this just isn't necessary.)

[peterjc]

I also didn't see proxy votes as a useful change here.

Since @hlapp don't think the ballot clause change in 38b7b11 on #102 is actually helpful (given we have operational freedom to do this as written), we might as well drop that change. i.e. revert it on the pull request.