Add process for election of Rust Foundation Project Directors

[yaahc]

Rendered

Minutes for subcommittee working on this proposal: https://hackmd.io/@rust-leadership-council/BJANZIm_h Zulip stream: https://rust-lang.zulipchat.com/#narrow/stream/394329-council.2Fproject-director-election-proposal

Alternatives Considered

Voting

I've rejected voting because it fails to meet most of the aims beyond time efficiency. Most importantly, any vote that is not unanimous fundamentally ignores some people's perspectives. If someone has a strong, well-founded objection to a popular candidate, their need will go unheard, and they will likely feel alienated by the process. By relying on secret ballots instead of open nominations and justifications, we lose a valuable opportunity to connect with each other and share positive feedback. You can object to nominees before the vote, but then you're at the option below.

Selection and vote if multiple options are left

I'm not confident I've understood this properly, but my interpretation is that you're going to do everything up but not including "facilitator proposes a candidate" from the above process, with the possibility of including gathering objections to nominees as a form of winnowing instead of doing it based on the information shared in the nomination and change rounds.

Assuming this interpretation is accurate, I'd push back against it because I think it fails the "avoid unnecessary objections" aim, and I think it fails to take advantage of the most enjoyable parts of the selection process which is the bevy of positive feedback and information. When we gather information and perspectives from the whole team effectively, we can potentially avoid the need to object to anyone at all because it may be obvious who people are generally supportive of (Ask JP how this went with Launchpad).

By checking this box, I confirm that I have fully reviewed the proposal, understand it as stated, have no further clarifying questions, have no further objections, and believe this proposal is ready to be reviewed by the council.

Consent to the content of project-director-election-process.md

• [x] @yaahc
• [x] @eholk
• [x] @rylev

Consent to the content of rust-foundation-project-director.md

• [ ] @yaahc
• [ ] @eholk
• [ ] @rylev

[abibroom]

What's your procedure for ensuring the proposed election process is compliant with Foundation bylaws / Delaware corporation law, and when in the process of review and approval does that happen?

[yaahc]

What's your procedure for ensuring the proposed election process is compliant with Foundation bylaws / Delaware corporation law, and when in the process of review and approval does that happen?

We're unsure about that and could use some guidance. I only know the restrictions in the bylaws:

Each Individual Member (while remaining in good standing) shall have the right to vote, together with the other Individual Members as a class, to elect five (5) Directors (the “Project Directors”).

Since the process I'm proposing uses consent decision-making as the foundation, I'm hoping it is more than compliant with election requirements. I reason that a unanimous decision is strictly more democratic than a majority-vote decision. That said, we've been wondering if we'll have to have a majority vote at the end to confirm the consent decision to be compliant.

[eholk]

What's your procedure for ensuring the proposed election process is compliant with Foundation bylaws / Delaware corporation law, and when in the process of review and approval does that happen?

It might be worth adding a bullet under aims to explicitly say the process must comply with the relevant Foundation bylaws and any other applicable laws (although I hope as a general rule we don't have to start adding "follow the law" to every requirements list we come up with...). Since we have tried to have the aims ranked in order of priority, it seems like this might even be even higher priority than selecting someone in the first place.

I believe we've made a good faith effort to do so with this process, but given that we did spend time talking about the requirements of the Foundation bylaws in designing the process it makes sense to state that we've done so.

[abibroom]

What's your procedure for ensuring the proposed election process is compliant with Foundation bylaws / Delaware corporation law, and when in the process of review and approval does that happen?

We're unsure about that and could use some guidance. I only know the restrictions in the bylaws:

Each Individual Member (while remaining in good standing) shall have the right to vote, together with the other Individual Members as a class, to elect five (5) Directors (the “Project Directors”).

Since the process I'm proposing uses consent decision-making as the foundation, I'm hoping it is more than compliant with election requirements. I reason that a unanimous decision is strictly more democratic than a majority-vote decision. That said, we've been wondering if we'll have to have a majority vote at the end to confirm the consent decision to be compliant.

Yeah, I should say I don't think[^1] anything in the proposal looks like it would be a problem: I raised the question because validating its legal compliance felt like an important guardrail that was missing a mention. I'm happy to coordinate gathering feedback from Foundation staff (and legal counsel if that is desired or thought necessary) but when is that most useful? Do you, in effect, want a fourth checkbox on this PR? Or a legal review after the council has accepted the proposal, at the risk of having to go back and revise it?

[^1]: (obligatory IANAL disclaimer)

[yaahc]

@abibroom I don't think we need an extra checkbox though I would encourage you to raise any blocking objections you see so we can address those before sending it to the council for consent. As for when to consult the legal council, I don't know what the best option is, I'd love a recommendation; I trust your judgment on this.

Trying to think through the three scenarios:

1. We send it to the legal council early in the process, before the proposal has been approved by the proposal subcommittee
2. We send it to the legal council early in the process, before the proposal has been approved by the council
3. We send it to the legal council late in the process, after the proposal has been approved by the council

As I see it, options 1 and 2 require sending it to the legal council twice (2 has a better chance of not needing a second review assuming the council doesn't request changes). I start to wonder what the costs and benefits are. I don't know how much these reviews would cost or if getting a lighter review/vibe check as the first review would be possible. It's also not clear to me how much wasted time we risk if we don't get a vibe check early, would I need to rewrite the whole thing or would I just need to clean up small details? Overall I don't feel like I can make a judgment here because I don't have a clear picture of the costs or the benefits.

[abibroom]

@yaahc I lean towards 2 I think, but let me check in with Bec and others on Monday to see if there are differing sentiments (and I should also re-read the proposal after you've had the chance to address all the current feedback). Putting myself in the position of someone on the council: if I'm asked to review and approve something with legal ramifications, I feel much happier knowing the professionals already gave it the OK.

With legal, I reckon their availability and turnaround time is the more likely difficulty than cost.

[abibroom]

@yaahc agreed that a light-touch legal review on this proposal once it's considered ready for the full council is the best way forward, possibly with a second review if council members then go on to suggest significant changes. LMK when that point is reached and I'll make it happen.

[eholk]

We discussed the proposal in the Council meeting today. While we wait for the minutes to be published, I wanted to share some of the main takeaways from the discussion as I understood them.

My read was that the Council was broadly supportive. There were a couple points of discussion that we should probably address in the proposal.

The main one seemed to be whether the election meeting is a normal Council meeting (i.e. once that is open to observers, once we get that process in place) or a closed meeting. While we emphasized the need to provide feedback, including suggestions for growth, we also recognize that some objections may be inherently sensitive. For example, the mod team's representative might object due to a pending moderation action. In a public meeting, the best the mod team's representative could say is "I object based on reasons I'm not able to share for confidentiality reasons," which already gives away more information than the mods should share.

There was also a discussion about at what point candidates consent to being nominated. We agreed that being able to nominate people without asking them first is important, because this can help inspire people who wouldn't otherwise have thought to volunteer, we also need their consent before we get to the point of publicly announcing them as our suggestion. It seems like a reasonable place to ask them is at the end of the Pre-meeting Coordination phase, after the council has received nominations but before these nominations are publicly announced.

[eholk]

The main one seemed to be whether the election meeting is a normal Council meeting (i.e. one that is open to observers, once we get that process in place) or a closed meeting. While we emphasized the need to provide feedback, including suggestions for growth, we also recognize that some objections may be inherently sensitive.

I think a reasonable middle ground here is to make the election meeting a closed meeting, but we make sure to provide feedback to all candidates. I would suggest that after the meeting the council emails each person who was nominated and consented to their nomination with feedback that includes both their attributes that led us to consider them, as well as opportunities for growth. Then, our public announcement should include who was elected as well as a supporting rationale.

[yaahc]

There was also a discussion about at what point candidates consent to being nominated. We agreed that being able to nominate people without asking them first is important, because this can help inspire people who wouldn't otherwise have thought to volunteer, we also need their consent before we get to the point of publicly announcing them as our suggestion. It seems like a reasonable place to ask them is at the end of the Pre-meeting Coordination phase, after the council has received nominations but before these nominations are publicly announced.

Should be resolved by https://github.com/rust-lang/leadership-council/pull/12/commits/ae36acc3303ca628290088b6ab21c74fdb24df94

I choose to specifically require that the nominations are shared by the team representatives rather than by the council facilitator because they would have participated in the pre-meeting coordination and would have the best understanding of the nomination and reasons. I'm hoping that if the candidates object for reasons based on low self-confidence that the council representatives of that team would be in the best position to provide some support and encouragement and would know when to apply pressure vs not based on the best interest of the candidate in question.

[eholk]

@eholk @yaahc I just have a few nits, but I'm ready to check my checkbox for the process document (not yet for the role description). I do believe we're missing a section on conflict of interest in the process. By that I mean two things:

• Are Council members (i.e., the people who are actively participating in the selection) allowed to run, and if so, how do we avoid conflicts of interest?

I think Council members probably should not run. Partly this is pragmatic, since I think it would be hard to do both jobs well at once. I'd be likely to raise this as a concern if the situation did come up, but if someone wanted to go all in on governance I'm guessing they could manage to do both. My other reason is maybe less well defined, but it seems like a good thing to keep the Council separate from the Board of Directors. It seems like this would help keep the roles separate and make it clearer how communication between the Council and the Board is supposed to go. That said, we'll probably have a small pool of people willing to be Project Directors, and this pool probably has high overlap with people willing to be Council members, so maybe we don't want to constrain that?

As I was writing this I also realized two of the current Project Directors are also Council members (@rylev and @Mark-Simulacrum), so maybe it'd be best to hear from you two how serving both roles has gone.

• Are there limits on affiliations that the Project Director nominees need to adhere too? (e.g., no project directors can be from the same company)

I need to check the bylaws, but I think the affiliation limits already there are in some ways more strict and in some ways less strict than the Council affiliation limits, depending on how one interprets "employment." Regardless, I don't think we should add any additional restrictions beyond what are already in the bylaws.

[cuviper]

This is the relevant section I know of in the bylaws:

4.3 (g) Each Corporate Director shall, at the time of their election, be an employee of the Member which nominated them. No person may be elected Project Director if, at the time of election, that person is employed by a Corporate Member and that Corporate Member or any Related Company already employs a Project Director.

[rylev]

@eholk it might just make sense to adopt conflict of interest rules from the Council. I don't see why those rules wouldn't also work well for Project Directors.

In any case, If we want to start getting Council eyes on the draft, I'd be fine adding a section on conflict of interest and putting a TODO there. That way the Council can review the rest of the document, and we don't risk forgetting to address COI before accepting the proposal.

[eholk]

@rylev - I just pushed da7d690 which includes a short note that says we'll follow the policies in the RFC and that we'd consider being considered as a project director to be a conflict of interest. I think there's enough room in the policy there to find something that would work okay.

We don't necessarily need to hammer out the details now, but I think the normal strategy of recusing yourself from decisions where you have a conflict is less than ideal here. I think in practice it means a conflicted person would have to abstain from the whole decision process, which then significantly limits the amount of representation their team gets. The reason is that we are likely to have roughly as many nominees as we have open slots, and we are selecting representatives as a batch, so very likely any proposed group of representatives would have the conflicted person in it. In other words, it's not as narrow as "the conflicted person recuses themself from the yes/no decision of whether they should be a Project Director."

Because of this, I think one of the other strategies, like sending an alternate from the person's team or simply documenting the conflicts (although I don't know if this would me the "public decisions only" bar). I'd suggest if a council member is nominated as a potential project director that we proactively seek an alternate representative for their team for the project director election meeting.

[rylev]

This should be in a good enough state to start collecting ✅

@rfcbot fcp merge

[eholk]

@rfcbot fcp merge

[rfcbot]

Team member @eholk has proposed to merge this. The next step is review by the rest of the tagged team members:

• [x] @Mark-Simulacrum
• [x] @carols10cents
• [x] @eholk
• [x] @ehuss
• [x] @jackh726
• [ ] @jonathanpallant
• [ ] @khionu
• [x] @m-ou-se
• [x] @rylev

Concerns:

• a contradictory and/or confusing part resolved by https://github.com/rust-lang/leadership-council/pull/12#issuecomment-1683155697
• legal-signoff (https://github.com/rust-lang/leadership-council/pull/12#issuecomment-1670357799)

Once a majority of reviewers approve (and at most 2 approvals are outstanding), this will enter its final comment period. If you spot a major issue that hasn't been raised at any point in this process, please speak up!

See this document for info about what commands tagged team members can give me.

[Mark-Simulacrum]

@rfcbot concern legal-signoff

Flagging a concern that we wanted to get sign-off from Foundation legal on the conclusions here.

[ehuss]

Flagging a concern that we wanted to get sign-off from Foundation legal on the conclusions here.

Has this process been started? Do we have a sense of how long it will take?

[Mark-Simulacrum]

I think we don't expect it to take long, maybe a week at most. I don't think it necessarily needs to block starting the process - the main concern would be around any issues towards the end of the process (e.g., any formal paperwork we might need).

I'll try to make sure this gets kicked off early next week (edit: done, reached out).

[carols10cents]

@rfcbot concern a contradictory and/or confusing part

There's a section called "Why is there no step where we require that people consent to be nominated?" but I see a step that looks like it's requiring that people consent to being nominated; either there's something wrong or something unclear.

[eholk]

@rfcbot concern a contradictory and/or confusing part

There's a section called "Why is there no step where we require that people consent to be nominated?" but I see a step that looks like it's requiring that people consent to being nominated; either there's something wrong or something unclear.

@carols10cents - I updated the wording in the FAQ. Let me know if that resolves your concern.

[rylev]

@Mark-Simulacrum we're getting close to having full sign-off from the Council on this. What is the status of legal review?

[carols10cents]

@rfcbot resolved a contradictory and/or confusing part

Yes, thank you!

[thejpster]

I can't tick that box on this phone, but I approve.

[Mark-Simulacrum]

@Mark-Simulacrum we're getting close to having full sign-off from the Council on this. What is the status of legal review?

We have broad signoff, I think nothing that should block us moving forward. We will need a formal election at the end of the process to satisfy legal obligations, we can probably add wording about that to this document. I'm expecting a note with more specifics in the next day or so.

[rylev]

Form @Mark-Simulacrum :

We will need a formal election at the end of the process to satisfy legal obligations, we can probably add wording about that to this document.

@eholk, we had previously refrained from putting this into the document because we were ensure it was necessary, but it now it seems a formal vote is necessary to satisfy legal requirements.

[eholk]

@rust-lang/leadership-council - I added an FAQ entry based on a discussion we had on Zulip yesterday about what happens if somehow the election and the consensus process yield different results. I don't think this needs to reset the checkboxes since we didn't actually change anything about this policy but instead just highlighted some consequences of already existing policies that would be relevant, but I want to call attention to them to give us a chance to raise any objections we might have.

[eholk]

I think we're at a point where we can merge this. I'm going to pull the role description into another PR though, since I don't think we've had as much discussion on it yet.

[eholk]

The role description has been moved to #51.