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CHARTER: s6: rework TOB description and procedures
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The description of the TOB had several pretty large omissions such as
the election procedure (only the initial TOB election is described, and
it doesn't match the procedure in use today) as well as a lack of
clarity around which group of maintainers need to vote to raise an issue
with the TOB.

This change does introduce new requirements for the TOB and the
Executive Director, but the purpose of this change is to simply bring it
in line with the existing procedure employed by the TOB.

Signed-off-by: Aleksa Sarai <[email protected]>
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cyphar committed Feb 4, 2021
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169 changes: 104 additions & 65 deletions CHARTER.md
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| 1.2+DRAFT | | | &bull; *(Section 2)* Simplify OCI Project definition and clarify scope. |
| 1.2+DRAFT | | | &bull; *(Section 5)* Simplify TDC description and enshrine all maintainers of OCI Projects as TDC Maintainers. |
| 1.2+DRAFT | | | &bull; *(Section 6)* Unify TOB voting rules to always require a qualified super-majority for decisions. |
| 1.2+DRAFT | | | &bull; *(Section 6)* Update TOB procedures, codify election process, and remove outdated sections. |
| 1.2+DRAFT | | | &bull; *(Section 12)* Formalise changelog and version numbers. |

> **NOTE**: The "notice date" is the date at which OCI Members were given
Expand Down Expand Up @@ -316,12 +317,11 @@ g. The TDC will only accept influence through contribution. The primary means

## 6. Technical Oversight Board (TOB)

a. The TOB is responsible for managing conflicts, violations of procedures or
guidelines and any cross-project or high-level issues that cannot be
resolved in the TDC for OCI Projects. The TOB shall also be responsible for
adding, removing or reorganizing OCI Projects. The TOB shall not dictate or
interfere with the day-to-day work of individual OCI Projects or their
decisions.
a. The OCI shall have a Technical Oversight Board ("TOB"), which is responsible
for managing conflicts, violations of procedures or guidelines and any
cross-project or high-level issues that cannot be resolved by the TDC. The
TOB shall not dictate or interfere with the day-to-day work of individual
OCI Projects or their decisions.

b. The TOB shall be responsible for adopting any policies related to the scope
of the TOB and ensuring they are documented publicly.
Expand All @@ -337,79 +337,118 @@ c. The TOB shall operate transparently with any discussions and mailing lists
shall also require a representative from The Linux Foundation to ensure this
option is not being abused.

d. While the initial TDC shall have one TDC, as the OCI evolves, the TOB may
decide to establish a TDC per OCI Project, requiring contributors to earn
maintainer status independently within each OCI Project in which they wish
to participate.

e. The TOB shall be composed of nine (9) individuals elected for their
expertise, contribution to the advancement of container technologies and are
considered to be thought leaders in the OCI ecosystem. Anyone may be elected
to the TOB, regardless of whether the individual is an employee of an OCI
Member, so long as they are an OCI TDC participant. A TOB member is elected
as an individual and not as a representative of his or her employer. No more
than two (2) TOB members may be employed by the same entity or its
affiliates. Affiliates shall be defined as entities owning 50% or more of an
entity, or owned by or under common ownership with each other. TOB members
may not designate alternative representatives.

f. TOB members shall be split into two (2) groups, serving for a term of two
(2) years on a staggered basis, where one group is elected each year. The
initial TOB will have four (4) TOB members who will only serve for a term of
one year and five (5) TOB members that serve for a term of two (2) years.

g. The initial TOB shall be established through a nomination and election
process. The first group from which four (4) TOB members shall be elected,
will be nominated and elected by the current TDC maintainers, initially
identified in Section 4(e), and serve for a period of one (1) year. Each TDC
maintainer may nominate up to two (2) candidates for election, except that
only one (1) nominee may be employed by the TDC maintainer’s own company.
The second group from which five (5) TOB members shall be elected, will be
nominated and elected by the OCI Members and serve for a period of two (2)
years. Each OCI Member may nominate one (1) candidate for election.

h. Elections of TOB members shall be run using the Condorcet-IRV method
through the Cornell online service (http://civs.cs.cornell.edu/).

i. The TOB shall elect a TOB Chair. The nominee with the most votes from the
TOB members shall win the Chair position for a term of one (1) year. In the
event of a tie vote, a random selection process (e.g. coin toss) shall be
used to determine the winner. The TOB Chair shall have the responsibility to
call meetings of the TOB and set TOB meeting agendas with input from TOB
members.

j. The TOB shall meet on an as-needed basis, in a timely manner after issues
are directed to the TOB from:

- i. the TDC by a simple majority vote of the maintainers when there is an
issue that needs the resolution to assist the TDC to move forward,
- ii. the TOB via a decision made using the process outlined in Section 6
d. The TOB shall be composed of nine (9) individuals elected by the
Maintainership Coalition for their expertise, contribution to the
advancement of container technologies and are considered to be thought
leaders in the OCI ecosystem. A TOB member is elected as an individual and
not as a representative of his or her employer. TOB members may not
designate alternative representatives.

e. An individual is incapable of being a member of the TOB if they at any point
during their tenure they:

- i. are not a member of the TDC; or
- ii. become unable to exercise their duties as a TOB member; or
- iii. are employed by the same entity or affiliate as two (2) or more other
TOB members. Affiliates shall be defined as entities owning 50% or more of
an entity, or owned by or under common ownership with each other.

f. TOB members shall be split into two (2) groups counting four (4) and five
(5) members each, both serving for a term of two (2) years on a staggered
basis, with an election being held each year alternating between which
group's seats are up for election.

g. The TOB membership shall be chosen through a nomination and election
process, organised by the Executive Director. The procedure for nomination
and election of seats shall be:

1. The Executive Director shall publicly call for nominations no less than
four (4) weeks before the expiry of the current group of TOB seats, or
immediately if the seats have already become vacant. The nomination
period shall last a minimum of two (2) weeks.
2. Each member of the Maintainership Coalition may privately nominate up to
two (2) candidates, with no more than (1) nominated candidate being
employed by the same entity or affiliate as the Maintainer. Affiliate
shall be defined as in Section 6 (e)(iii) of this Charter. Information
about which member nominated which candidate must remain private.
3. The Executive Director shall call for a vote for the TOB seats with all
nominated candidates (who are elligible under Section 6 (e) of this
Charter) being included as choices on the ballot, using the voting
procedure prescribed in Section 6 (j) of this Charter. Each member of the
Maintainership Coalition is entitled to only one (1) vote, regardless of
whether the individual is a Maintainer of a single or multiple OCI
Projects. The voting period shall last a minimum of two (2) weeks.
4. Upon the conclusion of the election, the members-elect shall become TOB
members upon expiry (or vacancy) of the TOB seats.

h. Notwithstanding Section 6 (f) through (g) of this Charter, the initial TOB
shall have its four (4) member group only serve a term of one (1) year and
will be nominated and elected by OCI Members, with each OCI Member being
permitted to nominate one (1) candidate for election and being given one (1)
vote. For the avoidance of doubt, this procedure only applies to the initial
TOB, and the five (5) member group of the initial TOB shall serve a term of
two (2) years and be nominated and elected through the procedure defined in
Section 6 (g) of this Charter.

i. After each election the TOB shall, before the dispatch of any other
business, elect one (1) TOB member (using the procedure described in
Section 6 (g) of this Charter) to be the TOB Chair, who shall hold that
position for a term of one (1) year. In the event of a tie vote, a random
selection process (such as a fair coin toss) shall be used to determine the
winner. The TOB Chair shall have the responsibility to call meetings of the
TOB and set TOB meeting agendas with input from TOB members.

j. Elections of TOB members and the TOB chair shall be run by the Executive
Director, using the Condorcet-IRV method through the [Condorcet Internet
Voting Service](https://civs.cs.cornell.edu/). Upon the completion of any
vote using this procedure, the Executive Director must announce the results
of the vote publicly.

k. The TOB shall meet on an as-needed basis to discuss any agenda set by the
TOB Chair, who may set such an agenda at any time if they determine a
meeting is necessary. Members of the TDC outside of the TOB may attend and
participate in TOB meetings, but cannot vote on motions nor raise issues
which are not part of the meeting agenda.

l. In the case of any issues being directed to the TOB, the TOB Chair must call
a meeting in a timely manner with an agenda including the issues directed to
the TOB, so that the TOB may resolve them. An issue may be directed to the
TOB from:

- i. the Maintainers of one (1) or more OCI Projects, by a qualified
majority vote of the set of Maintainers of the given OCI Projects, for an
issue involving only the given OCI Projects; or
- ii. the Maintainership Coalition, by a qualified majority vote; or
- iii. the TOB via a decision made using the process outlined in Section 6
(n) of this Charter; or
- iii. the TOB Chair if they determine a meeting is necessary.
- iv. the TOB Chair if they determine a meeting is necessary.

k. TOB meetings may be held in-person or via telephone or electronic
conferencing.

l. Issues should be referred to the TOB sufficiently in advance of a meeting to
m. Issues should be referred to the TOB sufficiently in advance of a meeting to
provide an appropriate time for TOB members to evaluate the issues, and the
positions of the TDC, the positions of users, as well as sufficient time to
explore compromise solutions. It is expected an appropriate review should
require at least a two-week review period, though it is recognized some
timecritical circumstances may call for a shorter review (e.g. security
require at least a two (2) week review period, though it is recognized some
time-critical circumstances may call for a shorter review (such as security
issues).

m. Quorum for holding meetings shall be established when two-thirds of TOB
members are present.
n. TOB meetings may be held in-person or via telephone or electronic
conferencing. Quorum for holding meetings shall be established when
two-thirds of TOB members are present. If the TOB is unable to form a
quorum, the TOB Chair must call subsequent meetings in a timely manner with
the same agenda until a quorum is formed.

n. The intention is for the TOB to operate by consensus. However, if consensus
o. The intention is for the TOB to operate by consensus. However, if consensus
cannot be achieved, the TOB shall vote on a decision. All TOB votes, either
at TOB meetings, via email or electronic voting service, shall pass with a
qualified super-majority (a two-thirds vote of the entire TOB membership in
favour of the motion in question), on a one (1) vote per TOB member basis.
For the avoidance of doubt, an abstain vote (or not voting) equals a vote
against the motion in question.
against the motion in question. If a vote is conducted outside of a TOB
meeting, the vote will be organised by the Executive Director and must have
a clearly established deadline at which point the votes will be tallied and
announced by the Executive Director.

o. Any issues that cannot be resolved by the TOB shall be referred to The Linux
p. Any issues that cannot be resolved by the TOB shall be referred to the Linux
Foundation Executive Director for mediation, and, if necessary, for
resolution by The Linux Foundation Board of Directors.

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