Regarding Voting

[stevetodd]

There was a question in the meeting today about how voting works. The following from the DIF Project Charter specifies the following, which I think applies:

4. Decision Making 4.1. Consensus/Voting/Approval . The Steering Committee and each Working Group will endeavor to make all decisions by consensus. Where the Steering Committee or Working Group cannot reach consensus with respect to a particular decision, the Steering Committee or Working Group will make that decision by a Supermajority Vote of the Steering Committee or Working Group Participants, as applicable. 4.2. Notifications and Electronic Voting . The Executive Director is responsible for issuing all notifications of meetings and votes of the Steering Committee and each Working Group chair is responsible for issuing all notifications of meetings and votes of the Working Group for which it is the chair, in each case subject to the following minimum criteria: (i) in-person meetings require at least 30 days prior written notice, (ii) teleconference meetings require at least 7 days prior written notice (this requirement only applies to the notification of the first meeting of automatically recurring teleconference meetings), (iii) electronic votes require no advance notice but must be made pursuant to a clear and unambiguous ballot with only “yes” and “no” options, and the voting must remain open for no less than 7 days. These notification requirements with respect to the Project or that particular Working Group may be overridden upon unanimous consent of the Steering Committee or all applicable Working Group Participants that have attended and participated in at least 50% of the last 4 meetings of the Steering Committee or Particular Working Group.

Also relevant is the definition of Working Group Participant:

15.15. “​Working Group Participant​” means a Steering Member, Associate, or Contributor who executed the Working Group Charter for a particular Working Group.

[stevetodd]

FWIW, and I'm not an expert on this, but as far as the procedure goes, I'm not sure whether the vote that was held in the meeting when the WG move was announced followed it as outlined above. A call for objections was made rather than a yes/no ballot. I don't think the voting window was left open nor was notification provided about the vote. There also wasn't consent asked for in dropping notification for the vote. I'm also not sure that those that voted had signed the Working Group Charter. IIRC, only companies sign the charter.

All that being said, there's nothing stopping anybody from hoisting a flag to rally around in another venue, such as ToIP.

[SmithSamuelM]

I think the one place we varied was not counting a yeses and not, but we did ask for any no votes or objections which is essentially counting no votes and there were None. We also left the vote open for the following week in that we specifically notified members who had contributed but had not attended

Because our weekly meeting is a teleconference that is sceduled and regularly occurring their is no notice requirement for that meeting. As you quoted. the only requirement for notice of a teleconference meeting is the first one for recurring meetings.

"teleconference meetings require at least 7 days prior written notice (this requirement only applies to the notification of the first meeting of automatically recurring teleconference meetings),"

And in contrast to what Juan Said the vote is not 75% but a majority of those who have attended in at least 50% of the last four meetings

"or all applicable Working Group Participants that have attended and participated in at least 50% of the last 4 meetings of the Steering Committee or Particular Working Group."

Because Jolocom did not attend any of the last four meetings at the time of the vote they do not count. We are being generous in that regard.

The 75% was a custom requirement made up by the steering committee. Thanks for providing a copy of the rules. I was just following the rules as given me by DIF. Clearly they have been treating this as a special case.

On 22 Jun 2021, at 10:47 , Steve Todd @.***> wrote:

FWIW, and I'm not an expert on this, but as far as the procedure goes, I'm not sure whether the vote that was held in the meeting when the WG move was announced followed it as outlined above. A call for objections was made rather than a yes/no ballot. I don't think the voting window was left open nor was notification provided about the vote. There also wasn't consent asked for in dropping notification for the vote. I'm also not sure that those that voted had signed the Working Group Charter. IIRC, only companies sign the charter.

All that being said, there's nothing stopping anybody from hoisting a flag to rally around in another venue, such as ToIP.

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[stevetodd]

And in contrast to what Juan Said the vote is not 75% but a majority of those who have attended in at least 50% of the last four meetings

"or all applicable Working Group Participants that have attended and participated in at least 50% of the last 4 meetings of the Steering Committee or Particular Working Group."

Because Jolocom did not attend any of the last four meetings at the time of the vote they do not count. We are being generous in that regard.

The above quotes are from the notification section 4.2 "Notifications and Electronic Voting" and you didn't include the relevant part of the sentence. In full it says:

These notification requirements with respect to the Project or that particular Working Group may be overridden upon unanimous consent of the Steering Committee or all applicable Working Group Participants that have attended and participated in at least 50% of the last 4 meetings of the Steering Committee or Particular Working Group. [emphasis added]

There was no motion to skip notification of the coming vote and no related unanimous consent that I recall. In my reading, meeting notifications and vote notifications are also separate things.

In regard to the number of votes required, Section 4.1 "Consensus/Voting/Approval " says:

The Steering Committee and each Working Group will endeavor to make all decisions by consensus. Where the Steering Committee or Working Group cannot reach consensus with respect to a particular decision, the Steering Committee or Working Group will make that decision by a Supermajority Vote of the Steering Committee or Working Group Participants, as applicable. [emphasis added]

If there is no consensus on a decision, then Supermajority is the rule. Here's the definition of Supermajority from the definitions:

15.13. “​Supermajority Vote​” means an affirmative vote of no less than 3/4 of Steering Members or Working Group Participants, as applicable, that have attended/participated in at least 50% of the last 4 meetings of the group conducting the vote, where each Steering Member or Working Group Participant will receive only 1 vote regardless of how many individuals from that Steering Member participate. To ensure the group is capable of making decisions, the voting requirement for attendance/participation of at least 50% of the last 4 meetings shall be waived if there have not yet been 4 meetings.

The steering committee didn't make anything up and is not treating this as a special case as far as I can see.

[bumblefudge]

Everything Steve says above is accurate to my understanding of these documents, as they have been applied in other situations in the year I'm worked with DIF to diffuse other conflicts within other WGs. I cannot get into details but this is not my first time seeing any of these rules applied, and they have been applied no differently in other cases I've participated in.

I would only add that WG "participants" are defined by JDF as the COMPANIES that signed the charter, not the subset or venn diagram of github accounts who contribute code, or who contributed recently, or who attended recently. In this particular case, it's barely a venn diagram, and that is cause for alarm in and of itself.

[SmithSamuelM]

I think we are confusing two different issues. Regular working group decision making and an override of a given vote by the steering committee or the community as a body.

Normally anyone is free to join and contribute to any open source community they choose as per the rules of that community. The special case is that DIF when to ToIP and negotiated a bespoke process for moving the WG which is unprecedented. One of the requirements for the process was to hold a vote and that if not unanimous that 75% of the community must vote. The regular rules as outlined are that for regular scheduled meetings there is no requirement of advance notice for a vote. Anyone can propose a motion at a regular scheduled meeting without advance notice. The vote is carried by those in attendance at that meeting. Nonetheless the The vote must remain open for 7 days. Which would allow other members not in attendance an opportunity to vote. What was confusing was repeated statements by Juan that 75% of the members who have signed the charter must vote not 75% of the members who chose to vote according to the rules. Clearly the rules are that a motion is carried by a super-majority of those who CHOOSE to vote not a supermajority of those who CAN vote. This is an important distinction. The latter would result in an inability to carry any and all motions should a sufficient number of members choose to be inactive participants. Thus good governance is the former not the latter. My complaint was the apparent requirement that it be the later not the former in variance with the rules.

The second point is that one inactive member of the community Jolocom wanted to override the vote after the fact. The rule for overriding require a new quorum consisting of a unanimous consensus of either the steering committee or all members who have attended at least 2 of the last four meetings. Neither of which conditions were met and Jolocom was not a member of the pool of members who had attended 2 of the last four meetings.

I hope this clarifies things.