pmlaw/The-Bitcoin-Foundation-Legal-Repo — pull request #29 by bg002h (2014-11-26 21:14:33+00:00)
Title: Change Quorum to "Active" Members for Board Elections

TOPIC: Change requirements for electing board members.

SCOPE: Restricted to elections of board members.

ISSUE: Inactive members make achieving quorum difficult for electing board members.

PROPOSED CHANGES:
1) Reduce quorum fraction from 2/3 to 1/2
2) Quorum will be established as a fraction of the “active” members
a) Define “active” members as those who confirm themselves as active

COMMENTARY: As the organization matures, members will invariably become inactive, especially lifetime members.

Currently, inactive members essentially function as members who wish all matters submitted to membership vote to fail to achieve quorum and no candidate to be successful. While such wishes must be a choice each member is free to choose, it should not be the default state assigned if no action by a member is taken.

The definition of “active” membership prevents inactive members from increasing quorum requirements and instead makes inactive members of no impact to the business of electing directors.

REVIEWERS:
Brian Goss
Greg Eagan

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END CURRENT PULL REQUEST MESSAGE
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The remainder of this message does not pertain to changes being submitted in this pull request. It is included to facilitate future modification to the bylaws / election procedures.

UNRESOLVED ISSUES (NOT ADDRESSED IN THIS PULL REQUEST):
1) Withheld ballots help for establishing quorum but increase the number of approvals required to elect a director. Thus, members who wish to facilitate foundation business are effectively required to support a candidate. Decoupling quorum from required approvals would permit members more freedom to facilitate foundation elections without having to support a particular candidate.

POSSIBLE FUTURE CHANGES (NOT INCLUDED IN THIS PULL REQUEST):
1) Set number of required approval to a majority of ballots supporting a candidate (e.g., “ the number of approvals required to elect a director shall be the majority of those votes cast that vote for a particular candidate in that election.”).

REASON FOR NON-INCLUSION:
The cryptographic voting system intended for use in this election does not support internal ballot logic (example, if “withheld” option selected on ballot, do not permit candidates to be selected). Thus, approval voting with ballots incapable of implementing logic could permit voters to amplify their voice by both voting for candidates and selecting withheld.

It may be feasible to modify the voting software to support ballots that can implement logic. This may be more difficult than anticipated given that auditing an election would require not only a proof that the ballots tallied correctly but also that no ballot was counted that violated the embedded logic.