[Members] board proposals and board meeting minutes

Jack Moffitt jack at collecta.com
Wed Oct 7 17:28:45 CDT 2009

The 9th XSF Board of Directors held its first meeting today to try and
address the issues that arose during yesterday's election.

First, I'd like to say how happy we are that there is so much
involvement in recent months that we have finally gotten to a point
where elections have some drama and tension attached to them. Everyone
is thrilled to see some fresh faces.

The membership voted to change the board to 3 members as a temporary
way to get a board seated and working in short order. We'd like to
have a larger board if possible and to address concerns about odd/even
numbers of members. We'd also like to avoid this issue in the future
if another tie vote occurs. Therefore, the board proposes two changes
to the XSF bylaws:

PROPOSAL 1: Limit the board to 3, 4, or 5 members.
 The bylaws specify the board must have a size of between 3 and 7
members inclusive.  The XSF has already limited to the council to 5,
and it has been proposed to limit the board similarly. The membership
has recently voted to limit the board to 3 members.

 This proposal would change the bylaws so that the board size could
be any number between 3 and 5 members, inclusive.

 In addition, in order to avoid a deadlock vote, if the size of the
board is an even number of members, the Executive Director would cast
the tie breaking vote. Obviously this means the ED cannot break a vote
for the ED; tie votes for the ED position will be resolved by the
process in PROPOSAL 2.

 This should resolve the problems with 4 board members, and also the
problem if a 5 member board lost a member.

 Thanks to David Banes for originally suggesting this.

PROPOSAL 2: Resolve membership election voting ties with a virtual coin toss.

 Currently the bylaws do not give any guidance when several candidates
are tied for a position that only a subset of the candidates can win.
This needs to be addressed.

 This proposal would adopt the methods in RFC 3797 - publicly
verifiable random selection. In essence, a source of randomness is
publicly chosen, and an algorithm used to select randomly among the
candidates.  This is the process used by the IETF, and we feel it
would work well for the XSF as well.

 Thanks to Kurt Zeilenga for refering us to this solution.

These proposals would be voted on by the membership in the upcoming
membership election in approximately 2 weeks. The final wording for
the changes to the bylaws will come soon; we wanted to get conceptual
agreement first.

If PROPOSAL 1 is accepted, then Nicolas Verite would become the
board's fourth member. No tie break procedure is needed for the 5th
possible position as both of the other candidates have withdrawn. In
expectation of this propsal passing, the board will invite Nicolas to
participate in board meetings, without a vote of his own, until the
membership has decided the outcome.

The board will also wait to elect and appoint officers until this
situation is resolved.

The board has also decided to publish its meeting transcripts to the
membership, and the transcript for this meeting will be posted here


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