Re: understanding how the board should behave

[Maciej Stachowiak <mjs eazel com>]

Mark Galassi <rosalia galassi org> writes:

> Amigos, apart from what will be written in the incorporation
> documents, I wonder if we should propose a few other behaviors for our
> eventual directors.
> 
> For example:
> 
> - Should there be candidates for the election, or should anybody who
>   is registered to vote be considered a candidate?  This could be
>   implemented by saying that the votes are tallied and the first N
>   people are offered board positions (N is the number of directors --
>   what's the number, by the way?).  If any turn it down, the next one
>   is selected.
> 
> - Should we specify that the board hold all its discussions and votes
>   in a way that is archived and visible to the rest of the foundation?
> 
> - Problem of a sparse histogram -- suppose we have 204 voters, and 100
>   vote for Miguel, 100 for Federico, and four guys vote for four other
>   people.  This would not be a very 
> 
> - Should we have a limit of the number of directors from a single
>   company?
> 
> If these kinds of questions are answered before the election, then we
> don't have to fumble on it when the directors could get to work.
> 
> PS: I'm not sure what a "slate" is.  Maybe my points are made
> irrelevant because a "slate" takes care of them.
> 

A slate means a complete set of candidates that run and are elected or
not elected as a group. In a sense, "Al Gore + Joe Lieberman" and
"George W. Bush + Dick Cheney" are slates for the offices of President
and Vice President of the United States of America. The election rules
in the charter have a nomination process - any 10 people (at most 5 of
whom may work for any one company) can nominate a slate. Also, it is
forbidden that more than 50% of the people on a slate may be
affiliated with a single company (defined as employee, officer,
director, significant shareholder, etc). The reason for this is to
ensure that the board balances the different constituencies in the
project - different subprojects, different companies, different
geographical regions, etc. Simply picking the top most voted for
people is unlikely to achieve such a balance.

As for dicussions and votes of the board, I believe these are required
to be made public except where confidentiality is required.

 - Maciej