CHARTER: Two-thirds Voting Requirements

[cyphar]

Okay, so the OCI Charter currently states that votes must pass with a super-majority (two-thirds). However, it seems that some sections conflict on the question of exactly how two-thirds are counted and I'd like to clarify whether these different voting rules are intentional:

Section 6 (n) states that all votes are passed with two-thirds of votes cast (this sentence is also phrased very strangely, mentioning the Trademark Board in the middle -- in fact I believe this is a copy-paste error from Section 4 (d) which uses very similar wording.) I also hasten to mention that it looks like voting on GitHub isn't actually okay according to the Charter but 🤷.

The intention is for the TOB to operate by consensus. However, if consensus cannot be achieved, the Trademark Board shall vote on a decision. All TOB Votes, either at TOB meetings, via email or electronic voting service, shall pass with a two-thirds vote of votes cast, on a one (1) vote per TOB member basis. An abstain vote equals not voting at all. [emphasis added]

However, Section 2 (c) appears to say that project approvals require a two-third vote of the entire TOB (so not voting counts as a vote against the motion). Maybe it's okay that this is a different rule, but this is one of the most important roles of the TOB and it's a bit odd that in a later section the rule appears to be contradicted by an unqualified "all".

Any Member can bring forward a new project proposal to the TOB for review. Approval of new OCI Projects requires a two-thirds vote of the TOB. [emphasis added]

And then Section 6 (h) also appears to say that changing the system of voting requires a two-third vote of the entire TOB (so not voting counts as a vote against the motion):

Initial elections of TOB members shall be run using the Condorcet-IRV method through the Cornell online service (http://civs.cs.cornell.edu/). The TOB may change the methodology or service used in future elections via a two-thirds approval vote of the then-serving TOB. [emphasis added]

And again in Section 6 (j)(ii) for calling meetings:

[The TOB shall meet on an as-needed basis, in a timely manner after issues are directed to the TOB from:] as the TOB determines via vote of at least two-thirds of the TOB members [empahsis added]

And yet again in Section 12 (a) for amending the Charter:

This Charter may be amended by a two thirds vote of the Technical Oversight Board, subject to veto by The Linux Foundation Board of Directors for reasonable cause, with thirty (30) days’ notice to the OCI Members before taking effect. [emphasis added]

So it seems like Section 6 (n) is simply an incorrect copy-paste of the Trademark Board's rules (there are literally no more references to TOB votes in the Charter other than the exceptions to Section 6 (n) I've listed). And from memory, we've always run votes as though Section 6 (n) didn't exist. So should we just remove it (as part of the cleanup I'm working on)?

This question is quite important when it comes to non-meeting votes (where we do not technically have to establish a quorum) because in such cases a two-thirds vote could be less than two-thirds of TOB members -- which seems like a bad idea.

[cyphar]

After working on my refactor, I believe this was a copy-paste error and I've cleaned up the voting rules to be much clearer in my draft.

[SteveLasker]

The lack of a vote, due to not having time to engage, or silent vote=no is strange.
To not have the public vote, due to lack of interest is valid.
Having a group of maintainers, including the TOB, which are elected to the role, it seems incumbent on the members to express their opinion. As individuals typically "volunteer" their time to OSS efforts, it's reasonable that some may not be able to vote, or even have enough context for all topics.
For these reasons, I'd agree that non-votes should not be counted and the wording amended to be 2/3 of LGTM/thumbs up votes, and thumbs down should be counted.

Non-votes are a non-count.

[cyphar]

That means we have to explicitly have a quorum for each vote (if you don't have such a rule, then a small number of TOB members could call a vote and immediately pass it because they got 100% of the votes given -- this might be blocked by the quorum rules but there isn't any explicit text in the Charter describing how votes are called and who has the authority to call them). I'm not sure how we can establish a quorum if we allow for asynchronous voting -- generally quorums are formed by members being present at a meeting and thus we'd need to have all votes happen in TOB calls for that to work.

Moreover, if you require a two-thirds quorum (which is the standard and is the current rule for the TOB) then a two-thirds (super-majority) threshold means that you need at least a qualified majority (half of all seats, counting non-votes). And unlike the current text of #86 this would actually be a change to the voting procedures (I'm not against that idea, it's just something to keep in mind because it means there will likely be much more debate on this point).

Also how should abstentions be counted?

[SteveLasker]

We've outlined votes that are set for a period of time. This gives members time to asynchronously vote. It's reasonable to say a minimum number of votes must be cast.

The main issue I'm calling out is the lack of engagement, or being silent is an accepted model. I'm not suggesting everyone has to agree, or even vote on every topic. However, as maintainers, or TOB members, there's a certain obligation to being given the role. If members aren't being active in the discussions, as much as they may have contributed amazing works in the past, we know that lives change and our focuses may change. We just need to respect that there are likely others that are willing and capable to engage to keep the org moving forward.