2005 Candidates' Info Packet/FAQ
Prepared by the LOPSA Interim Board of Directors:
- Lorette Cheswick
- Geoff Halprin
- Trey Harris
- David Parter
Warning: Information below may be inaccurate or out of date.
Please send any additional questions to the board-candidates mailing list.
The following FAQ is intended for the audience of candidates to the 2005 LOPSA Board of Directors election.
- 1 Being a Director
- 2 Board Meetings
- 2.1 How often does the Board meet?
- 2.2 What about in-person meetings?
- 2.3 Who pays for travel expenses?
- 2.4 Will the Board work by consensus?
- 2.5 How does the Board conduct business?
- 2.6 Why Sturgis? Why not Robert's Rules?
- 2.7 Do abstentions count?
- 2.8 What is quorum?
- 2.9 Can I proxy my vote or vote in absence?
- 2.10 Do I have to deal with Board politics?
- 2.11 Reference
- 3 Calendar and Budget
- 4 Association Management Company
- 5 LOPSA Programs and Continuity
- 6 Non-Disclosure Agreement (NDA)
- 7 Directors & Officers Insurance
- 8 Affidavits and bonding
- 9 The Election
- 9.1 Who can vote?
- 9.2 How will they vote?
- 9.3 How will votes be tabulated?
- 9.4 What happens if the two tabulations don't agree?
- 9.5 Why will the ballots be made publicly available?
- 9.6 What is the voting system?
- 9.7 This sounds complicated. Why was this method chosen?
- 9.8 Will this system change the Board a lot?
- 9.9 Didn't New Zealand have problems with invalid ballots?
- 9.10 What if the membership finds ranking too cumbersome?
Being a Director
What is the composition of the Board?
The Board is composed of nine Directors, elected at large. One of the first tasks of the new Board will be to select the offices of President, Vice President, and Secretary-Treasurer.
What does it mean to be a Director of LOPSA?
Directors are ordinary members of LOPSA, but they can also:
- Propose, discuss and vote on motions before the Board of Directors.
- Be elected to the offices of President, Vice President, and Secretary-Treasurer.
In practice, it is common for Directors to:
- Chair committees.
- Serve as LOPSA's liaison, ambassador or delegate to committees, other organizations, the membership or the public, when the Board so directs.
- Act as the "champion" for programs or projects they believe in.
What doesn't it mean to be a Director of LOPSA?
Directorship is all about organizational governance. The mechanisms for that governance are policy and oversight. It is important to understand that role. In particular:
- A director is not an über volunteer. You are volunteering your time to be a director, so in that sense you are a "volunteer." But if you are running for the Board in order to see a particular program done in a particular way, or just because you want to "pitch in", the Board may not be the right place for you. In the past, LOPSA has had difficulty using volunteers effectively; helping to change that is a Board role. But it is very important that the new organization get away from the Board serving as the implementors for all programs.
- A director has no power above that of any other LOPSA member, except when acting with the consent of the Board. This is an oft-misunderstood fact of directorship. As a director, you will have a voice and a vote when the Board is assembled, but outside of the Board, you cease to have any powers that have not been explicitly given. If you sit on a working group with other volunteers, even if acting as the Board liaison to the working group, you will hold no veto power. You cannot bind LOPSA to any obligation; you cannot speak for LOPSA. This extends even to the officers; while the Bylaws give them additional powers, actions of officers (and staff) are always subject to review by the Board.
- A director must not get lost in the details. In some sense, when it comes to programs, the only proper role of the Board is to specify what to do and limitations on how to do it. For instance, the Board may pass a resolution that LOPSA should enter into a contract, and not spend more than some figure. If the Board thinks it is important, it can specify as much detail as necessary: that LOPSA must not be obligated in certain ways, that the membership should be protected as follows, etc. As system administrators, we're often used to starting with the big concept, say build a datacenter, and then driving all the way down to the smallest detail: consoles shall use blue cat-5 cables to the patch panel. As a director, you must resist the urge to delve into such implementational minutiae. Implementation is for staff and volunteers; for the Board, it is sufficient to ensure acceptable implementation happens, not how it will happen.
What is the time commitment?
That is a hard question to answer -- it really depends on how the Board organizes the work, which projects you take on, etc.
It has been estimated that typically most Board members will need to spend about 4 hours/week on LOPSA Board activity. Some weeks will be more, some will be less. And sometimes you can't tell in advance when something will come up that needs your attention. Other times it is the kind of work that you can schedule -- sending email to members, editing draft documents, etc.
A few of the board members (President, some others) will probably have to put in about 10 hours/week.
it is important to know about the time commitment; it is equally important that Board members know when to say "I can't do this right now -- someone else will have to take this task".
What are the duties and rights of Directorship?
Being a Director of a company or a not-for-profit association carries certain legal obligations and rights. These are summarized as:
- The Duty of Care.
The duty of care describes the level of competence that is expected of a board member. The duty of care calls upon a director to act in a reasonable and informed manner when participating in the board's decisions and its oversight of the corporation's management.
The duty of care requires that first, a director be informed; and second, a director discharge his duties in good faith "with the care that an ordinarily prudent person in a like position would reasonably believe appropriate under similar circumstances".
- The Duty of Loyalty.
The duty of loyalty is a standard of faithfulness; it requires directors to exercise their powers in good faith and in the best interests of the corporation, rather than in their own interests or the interests of another entity or person.
By assuming office, the director acknowledges that with regard to any corporate activity the best interests of the corporation must prevail over the director's individual interests or the particular interests of the constituency selecting him or her. The basic legal principle here is a negative one: The director shall not use a corporate position for individual personal advantage. The duty of loyalty primarily relates to: conflicts of interest; corporate opportunity; and confidentiality.
- The Duty of Obedience.
The duty of obedience requires board members to be faithful to the organization's mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization. A basis for this rule lies in the public's trust that the organization will manage donated funds to fulfill the organization's mission.
You also have certain rights:
- Management Access. Within the bounds of reason, board members should feel free to obtain information needed to fulfill the board's duties.
- Books and Records. A director has a right to inspect, for reasonable purposes and at reasonable intervals, the corporation's books and records.
- Notice of Meetings. All directors should be given ample advance notice of all board and committee meetings that the director is expected to attend.
- Right to Dissent and to Have Dissent Recorded. There are two circumstances in which a director may register dissent regarding actions to be taken at a board meeting. First, any director may dissent from the holding of a board meeting for which the proper notice has not been given or other procedural requirements have not been satisfied. Second, a director has the right not only to vote against any matter put forth for vote at a board meeting, but also to have the minutes of the meeting record that he dissented from the action approved by other members of the board. This right is important in the event that the action is ever challenged. (See the above duties of care and loyalty.)
Basically, this all says that you have a right and an obligation to act as an independent agent when evaluating business before the board, must make informed decisions about these matters, and must make those decisions in what you believe to be the best interests of the Association.
It is also important to understand the limitations placed upon Directors:
- A director acts as part of a board. All power and responsibility over the operation of the association vests with the board, not individual directors. Directors exercise this power by acting as a board, through resolutions at board meetings. Individual directors have no authority as such, save where a board resolution has empowered a particular board member (or other subset) to achieve a certain end, within certain constraints, or to otherwise exercise powers on behalf of the board. Even then, such actions are subject to Board review. The Board can delegate authority; it can never disclaim responsibility.
- A director directs, but does not perform, the corporation's activities. Corporate actions, as determined by the board, will be carried out by officers, employees and agents (including volunteers) - persons chosen, directly or indirectly, by the board. Often a board member may also wear another hat, such as that of an officer or agent, but there is a clear distinction between these roles, and corporate theory assumes that neither the board itself nor any individual director, acting solely as a director, carries out day-to-day activities.
See The Guidebook for Directors of Nonprofit Corporations for more information on the rights and responsibilities of being a Director of a nonprofit. There are other references and online resources detailed later in this FAQ.
What does it mean for a Director to be "obedient"?
It essentially means that you will act in accordance with LOPSA's mission, and that you will abide by the decision of the majority. Obedience does not mean absolute fealty. You can speak your mind about decisions you disagree with, even in public, so long as you make it clear that you are speaking for yourself and not for the Board. (You can never speak for LOPSA unless specifically authorized by the Board to do so; but you must disclaim that fact when there is any chance your audience will think you are speaking for the organization.)
Most especially, obedience means you will not attempt to undermine the Board's actions. For instance, if the Board votes to take some action, and you are in the minority opposed to taking that action, you must set aside your feelings about that choice once the Board considers execution. Trying to force a poor execution or specify an impossible metric for success is a clear example of disobedient behavior.
The following books and sites provide additional information that you may find useful:
- The Guidebook for Directors of Nonprofit Corporations. This book, produced by the American Bar Association, is an extremely useful guide to all aspects of governance of non-profit associations.
Links to useful not-for-profit sites:
- http://www.boardcafe.org/ newsletter for nonprofit boards
- http://www.compasspoint.org/ nonprofit services site
- http://www.ethics.org ethics resource center
- http://www.nonprofitethics.com Ethics in the Not-for-Profit Sector
- http://www.nonprofits.org/ Internet Nonprofit Center and FAQ
- http://www.genie.org/ Resources for nonprofits
- http://www.ncna.org/ National Council of Nonprofit Associations
- http://www.muridae.com/nporegulation/documents/exempt_orgs.html Tax-Exempt Organization Reference Chart
- http://www.nonprofitrisk.org/default.htm Nonprofit Risk Management Center
- http://www.njnonprofits.org/ NJ nonprofit center
- http://www.mapnp.org/library/boards/boards.htm A toolkit for Boards
How often does the Board meet?
The Bylaws require that the Board meet (whether in-person or by telephonic or other means) at least four times per year.
Meetings can include conference calls, and it is likely that, at least as the new Board is getting started, conference calls will happen at least monthly, and probably more frequently than that. Conference calls can be very frustrating, but can also be productive if everyone is prepared. A one-hour call is common; two hours seems to be the limit of productivity and patience. It is highly recommended that you be able to be online during conference calls; electronic dissemination of documents during meetings is common.
The Board would do well to establish a conference call schedule early, so that everyone can plan to attend. Because of the time constraints, when an unexpectedly complicated issue is before the Board, it may sometimes be required to schedule a meeting between regularly-scheduled meetings in order to continue unfinished business.
The Bylaws also allow for special Board meetings with a set agenda, for which the Board is given one week's prior notice. These meetings can be called by the President (like ordinary Board meetings), by any three Directors, or by petition of 75 or more members. These special meetings should be very rare.
What about in-person meetings?
We expect two in-person meetings the first year: soon after the election (likely at the AMC's office), and at the LISA conference. Note that it is likely that one or more directors will not be able to attend in person, and will have to phone in. That isn't ideal—either for the caller who has to be on the phone for eight or more hours, or for the rest of the Board—but it is better than not attending at all. We hope that everyone can attend the first meeting in person, as there will be a lot of interactions outside of the "board room" that will be important to setting up how the Board works.
It is likely that in addition to the scheduled Board meeting at LISA there will be several additional meetings that week (of the whole board, committees, etc.). Board members also have to be visible and available to the membership. LISA is really a work week for the Board, and you should plan accordingly.
Who pays for travel expenses?
In the past, LOPSA has paid for the reasonable travel expenses for in-person meetings, but has also asked Board members to try to find other funding if possible to keep down travel costs. USENIX has also provided complementary tech session registration to the LOPSA Exec for the LISA conference, and provisions for this arrangement to continue for the LOPSA Board are in the draft USENIX-LOPSA LISA agreement.
The new Board will have to develop a policy for travel expenses, taking into account the budgets of both the Association and the board members.
Will the Board work by consensus?
Not always; maybe not even usually. Consensus in a committee is a very desirable thing, but it is not necessary in all circumstances. In fact, seeking consensus when none exists can stall a Board into paralysis. As a Director, you must be a consensus-seeker and be willing to compromise; but you must also understand that there are false compromises (compromises that are worse than either extreme), and cases where no acceptable compromise exists. When this happens, the Board must vote and move on, and the minority must agree to abide by the will of the majority. A decision by a 5-4 vote has every bit of the weight of one carried unanimously.
How does the Board conduct business?
The Bylaws specify that The Standard Code of Parliamentary Procedure by Alice Sturgis ("Sturgis") is the parliamentary authority for Board business.
Sturgis allows for a type of procedure called informal consideration, which is how most Board business will be conducted.
Most meetings will start with a Consent Agenda. The purpose of a Consent Agenda is to streamline consideration of routine items. It is a packet of documents and motions provided to Directors prior to the meeting so that they can consider the items at their leisure. The most common item in the Consent Agenda will be approval of prior meetings' Minutes, though any item that in the opinion of the chair is noncontroversial can be included.
The chair (usually the President) will ask if there are any objections to the Consent Agenda. Any director may ask that an item be moved out of the Consent Agenda and into the regular Agenda of the meeting. This is every director's privilege; no discussion or vote on the item's movement occurs. Any remaining motions in the Consent Agenda are then considered passed ("by consent").
While the chair may ask for non-binding "straw polls" phrased differently, all Board business must be conducted in the form of a motion, where failure of the motion preserves the status quo. Under informal committee rules, motions do not require a second to be considered.
It is common that the chair will first ask if there is any objection to the motion—if there is none, the motion is adopted by consent and business continues. If there is objection, discussion will ensue, followed by a vote. A motion before the Board must pass with a majority vote. A tied vote causes the motion to fail. The chair (usually the President) can always join the discussion and vote, and does not cast an extra tiebreaker.
This is just a thumbnail sketch of ordinary Board procedure. It is recommended that before taking a seat on the Board, you purchase and read Sturgis. (A searchable e-book edition is also available.)
Why Sturgis? Why not Robert's Rules?
In preparing the Bylaws, the Interim Board observed that while many—probably most—organizations specify Robert's Rules of Order, Newly Revised ("Robert's Rules", or "RRONR") as their parliamentary authority, most do not actually use it, because Robert's Rules are very heavyweight, and can be quite arcane to the uninitiated (even when "streamlined" using such facilities as "The Committee of the Whole"). Selecting a parliamentary authority with no intention of using it seems absurd.
The procedure in Sturgis is much lighter weight, and much more practical for a "working Board."
Do abstentions count?
As a Director, it is always your privilege to abstain from voting, with or without explanation. Abstentions do not count except in achieving quorum. In theory, a vote with one yea, no nays, and seven abstentions would carry.
What is quorum?
Quorum (for the Board) is the minimum number of directors that must be present in order for business to be conducted. The quorum of the Board is a majority of the seated directors—in other words, five directors if there is no vacancy or one vacancy, four directors if there are two vacancies, and so on.
The Board can meet and discuss issues without a quorum. It can even make emergency decisions without a quorum. Such decisions must be ratified the next time quorum is achieved; if not ratified, the decision made without quorum must be nullified to whatever extent is possible.
The requirement for quorum protects LOPSA against undemocratic action by a minority. It also makes it all the more important that directors make every effort to attend all meetings.
Can I proxy my vote or vote in absence?
In general, no. Blind trust in another person to vote for you is a dereliction of your duty as a director, so proxies are not allowed.
Voting in absence (i.e., ahead of time) is ambiguous because, even if you know an item is to be discussed and voted on, you cannot know ahead of time exactly the wording of the final motion. (You can vote if you are phoning in to a meeting; in that case, you are not considered absent.)
There is one exception in the Bylaws to this rule. A vote on ratification of an amendment to the Bylaws can be made in absence, because the final wording is already known. A vote in absence cannot be used in counting quorum, however, so this privilege should not be used as an excuse to skip a meeting.
Do I have to deal with Board politics?
It is common for some candidates for Boards everywhere to run on a platform of "eliminating the politics"—while that is an admirable goal, it's important to understand that you will not be a dictator, that other directors will disagree with you, and that sometimes you won't even be able to understand their dissenting points of view. It is natural in such circumstances to lobby for your perspective, to persuade, to build coalitions, to argue via reductio ad absurdum or use other tactics that may seem like "politics" to some. This is healthy Board behavior; to the contrary, those directors who take a "my way or the highway" approach are the ones who are likely to find themselves marginalized.
This is not to say that politicization is desirable. Excessive politicking, building voting blocs without regard to issue, issuing threats (such as threatening to resign) or stonewalling is poisonous behavior that will not be tolerated in a functional Board.
- The Standard Code of Parliamentary Procedure by Alice Sturgis. This book looks at the area of Parliamentary Procedure, being the procedures by which groups such as committees and assemblies interact in order to conduct business in an efficient and just manner. There is also an e-book edition for the impatient.
Calendar and Budget
What are dates I should know about?
- Voting: June 17-24
- Ballot tabulation: June 17-22
- First in-person board meeting: TBD — probably late July
- LISA conference: Dec. 4-9, 2005, San Diego, CA
What is LOPSA's budget?
In the past, there have been two primary sources of LOPSA revenue: Dues income and a share of the LISA revenue. We can count on both for a few years, but the LISA share is not predictable.
With a current membership of 3,600 and dues of $40, dues revenue is $144,000. We previously had a membership of around 7,000 (with combined USENIX+LOPSA dues of $150) -- not all will come back, but we should be able to get a good number, which will increase our revenue without significantly raising expenses. Any AMC selected will be well-equipped to conduct a membership drive if the Board so desires.
The LISA share has historically been about $100,000. That could be lower, however.
There may be opportunities for sponsorships or grants to raise revenue. That will be an issue for the new Board and the AMC to address.
Based on past budgets, about $150,000 will go to the AMC and general administrative costs. An estimate for Board meetings is $20,000. That leaves $30-70,000 for programming, depending on revenue. It isn't as much as we'd like it to be, but there is enough to support some quality programs. Obviously finding ways to increase revenue will be a necessity.
See also: Budget
Association Management Company
What is an AMC?
An Association Management Company is essentially an outsourcing provider for non-profit offices.
At minimum, an AMC will provide the back- and front-office, and executive support functions that the USENIX office has provided for LOPSA, such as managing membership operations, financials, and day-to-day business operations.
The AMC will provide staff as needed, including an Executive Director (ED), who will act as the Board's contact to staff functions. Staff are charged to LOPSA at various hourly rates. The ED and perhaps some other staff are assigned to LOPSA (but not fulltime), providing continuity, and the advantage of their expertise and experience with other associations. Ideally, the ED will take an active role in moving LOPSA forward, organizing volunteers and ensuring program momentum, and developing relationships with third parties (vendors, sponsors, peer organisations, government, etc.).
Virtually all AMC's have staff dedicated to meeting planning and publications. Some also have staff with expertise in public and government relations, training, certifications, law, and other functions helpful to non-profits.
Why is LOPSA contracting with an AMC?
At the time of the USENIX resolution in June 2004 dissolving the LOPSA STG, it was stipulated that an independent LOPSA would have to provide the functions that USENIX staff had been providing to LOPSA members.
LOPSA needs staff of some kind to fulfill those functions; volunteers cannot provide the level of service expected by our membership.
The Interim Board explored two possibilities for staffing: LOPSA hiring staff of its own, or contracting with an AMC. Given the available resources, hiring was judged to be inefficient—while LOPSA could afford an office manager, or an Executive Director, it was unlikely to be able to afford both. An AMC's shared staff is attractive because it can offer the expertise and functions of a large, diverse staff without having to retain them all on a full-time basis.
The main reason for engaging an AMC is a simple one: momentum. By engaging an AMC with many years of experience in running non-profit associations, and with fully trained staff, we get immediate program delivery capability.
Will I have a say in the choice of AMC?
The LOPSA Interim Board has interviewed and made site visits of the finalists, and has subjected the candidates to an exhaustive (and exhausting!) review process. The intent is for an AMC to be contracted with before the new board is seated, so that the permanent board can establish organizational momentum from the beginning of its term. The AMC will conduct board training, both to induct new Directors into "how to be a Board," and to train the board on LOPSA's relationship with the AMC.
LOPSA Programs and Continuity
What is the status of LOPSA programs?
The Interim Board was charged with transition activities: formation of the new corporation, selection of an AMC, negotiating an outsourcing agreement with USENIX, and electing a permanent Board of Directors. Authority for ongoing LOPSA programs has rested with the USENIX office; they have been tasked with keeping LOPSA's programs in a maintenance ("stasis") state.
The Short Topics Booklet series has produced one new title in the interim; otherwise, for the most part, all projects have been on hold during the transition.
Will Rob Kolstad continue as LOPSA Executive Director?
No. LOPSA will have an Executive Director who is employed by the AMC, who will split his or her time between LOPSA and one or more other organizations.
During this transition period, Rob continues to be an employee of the USENIX office, and maintains LOPSA programs.
Who is the LOPSA webmaster?
LOPSA has no dedicated webmaster. In the past, that role has been shared by USENIX staff and LOPSA volunteers.
The LOPSA website will be transferred to the new organization under the terms of the USENIX outsourcing agreement. The site needs revitalization; this is one of the items the new Board will need to consider in prioritizing business.
Non-Disclosure Agreement (NDA)
Why do I have to sign an NDA?
Some have questioned why LOPSA has a non-disclosure agreement, given that we're a non-profit membership organization.
Just like any corporation, LOPSA may from time to time deal with certain issues that legally require confidentiality, such as
- Personnel matters
- Legal action
- Pending financial transactions
- Information obtained under NDA with other entities
- Personal information about members
- The content of tests or certifications
In addition, from time to time the Board may be involved in negotiations which legally may not require confidentiality, but have business sensitivity. For instance, if the Board approves a resolution to negotiate a contract for a service, and specifies that the Board authorizes an expenditure of "up to $10,000," that information going public would obviously put LOPSA in an handicapped negotiating position.
The decision to enter into an NDA is of course the individual's. But a Director in good standing cannot be excluded from discussions of the Board. For this reason, all Directors must agree to abide by the NDA.
Can I wait until I am seated to sign the NDA?
Yes. The documents being released to candidates, except for documents relating to AMC selection, will be released to the public after they have been cleaned up and placed into proper context, so you will not need to sign the NDA to receive them. Eligibility to be seated on the Board, however, requires that you sign the NDA.
What will I get to see once I sign the NDA?
Our review of AMC candidates, the names of the AMCs on the shortlist, and their responses are subject to the NDA, because of business sensitivity.
Directors & Officers Insurance
What is D&O insurance?
As a director, you are a trustee of the corporation; just like in a for-profit corporation, trustees are personally liable for the decisions they make. Directors & Officers (D&O) insurance protects your personal assets in the event of managerial malpractice or other claims against you in your role as a director. A D&O policy will cover legal defense as well as claims adjudicated or settled against you.
D&O insurance is just one tool to mitigate financial impact as a result of mismanagement. Preventing mismanagement, through prudent policies and procedures and director care, is at least as important as carrying D&O insurance.
Despite its name, most nonprofit D&O policies do not just cover directors and officers, but all staff and volunteers.
Is D&O insurance necessary?
It is not legally required. However, over one-third of nonprofits in the U.S. have had a directors and officers liability claim in the past ten years, and the frequency of such claims is rising. Increasing litigiousness means that, even if you are totally blameless, there is a chance that you might find yourself responding to a lawsuit. Without D&O insurance, you must pay for your own defense—LOPSA legally cannot defend you in most circumstances.
Won't my personal umbrella insurance cover me?
Probably not. Umbrella coverage (such as that offered in your homeowner's or renter's policy) will usually cover personal injury claims, but not managerial malpractice when acting as a director.
How expensive is it?
Nonprofit D&O insurance is much less expensive than for-profit D&O insurance, and there is a good deal of competition in the area, which keeps premiums low and fairly consistent from one underwriter to another.
While LOPSA has not yet requested a quote, coverage is likely to be in the realm of a few hundred dollars a month or less.
Does LOPSA have D&O insurance?
The LOPSA STG has been covered by USENIX's D&O policy. The new corporation does not, as yet, have D&O coverage, because it does not fall under the category of "transitional expenses" that were approved by USENIX. The Interim Board is currently attempting to secure a D&O policy prior to the new Board's seating, but that is not yet certain.
What is the timing of D&O coverage?
If not obtained by the Interim Board, obtaining a D&O policy will have to be one of the first tasks of the new Board. The AMC contracted by LOPSA will assist the Board in evaluating insurers and policies.
Up until the time the insurance takes effect, you will face personal liability for decisions you make as a director, so it is important that the Board execute quickly on this matter.
- An overview of D&O insurance prepared for the Chartered Property Casualty Underwriter's Society.
- A description of the coverage offered by one underwriter.
- Nonprofit Risk Management Center
- Legal and Insurance Considerations for Board Members
Affidavits and bonding
What is the trustee affidavit?
All trustees of the corporation—and that will include you, if elected as a director—must sign an affidavit stating your ability to serve legally as a trustee. You will have to swear to your name and address being correct as on file, and certify that you have not been convicted of any felonies. The affidavit is required by New Jersey law (we are incorporated in NJ).
What if I have been convicted of a felony?
You will have to disclose that fact on your affidavit and to the Board. You cannot legally serve as Secretary-Treasurer or directly handle association funds unless your rights of citizenship have been restored.
Are there any special requirements if I am chosen Secretary-Treasurer?
Yes. By New Jersey law, you will have to be bonded in order to certify the books of the association and handle the association's funds. This means you will have to submit to a background check required by the surety corporation providing the bond. The background check may include fingerprinting.
Who can vote?
All members in good standing of USENIX's LOPSA STG as of Monday, June 20, 2005 will be allowed to cast a ballot.
Note that if you establish membership (new or renewal) or change your USENIX password between Friday, June 3, and Monday, June 20, you will not be able to vote until Wednesday, June 22.
You may want to doublecheck that you are a member in good standing and know your password, by visiting: https://db.usenix.org/cgi-bin/memb/cardverify.cgi
How will they vote?
A website voting server is being set up by two LOPSA volunteers, Jesse Trucks and Matt Okeson-Harlow, who are not candidates for election.
How will votes be tabulated?
The administrators of the voting server will make three copies of the ballots. One will be given to Greg Rose, the chairman of the Leadership Committee. One will be given to another non-candidate LOPSA member. These will each be tabulated using different software, to ensure they agree. The third copy will be made publicly available after results are announced.
What happens if the two tabulations don't agree?
A third tabulation will be performed using a third software implementation. Then we'll file a bug report against the implementation it disagrees with. If the third tabulation doesn't agree with either of the other two... we'll have an interesting exercise in algorithmic analysis. :-)
Why will the ballots be made publicly available?
It is good election practice to make ballots available for inspection, and is intended to foster confidence in the fairness of the election.
What is the voting system?
The system is changed from the one previously used for elections for the LOPSA Executive Committee. That system, known as first-past-the-post or plurality voting, is familiar to most voters: the voter can check a box next to from 1-N candidates, where N is the number of seats to be filled. The N candidates with the most votes win election.
This election will instead use the Single Transferable Vote (STV). Voters will rank the candidates they are interested in. They can rank as few or as many candidates as they have an opinion of. Voters cannot rank two candidates equally. Voters may be familiar with this concept from the voting system known as Instant Runoff Vote (IRV)—the ballot is identical.
The tabulation of the ballots, however, differs from IRV. In STV, each voter has a single vote, hence the name. That vote will be applied to the voter's choices in order of rank, and will not be wasted either on candidates who have already been ensured election or who are unelectable.
There are many versions, called "methods", of STV. The one being used in this election is called Meek's method. It allows your vote to be fractionally allocated to multiple candidates. For instance, if your first choice candidate is very popular, while your second choice candidate is not (but still electable), only a small fraction of your vote will be allocated to the first choice, and a larger fraction will go to your second.
Meek's method also has a tie breaking rule using a pseudo-random number generator seeded from the ballots themselves. Other STV methods have arbitrary tie breaking rules, or lack them completely, which can result in vacant seats.
This sounds complicated. Why was this method chosen?
The first-past-the-post system allows for what is known as strategic voting. Simply put, strategic voting is when voting differently from a voter's sincere preferences may be advantageous to the voter's seeing his or her choices elected. For instance, if the voter likes candidates Alice and Bob, but believes Bob is certain to be elected, the voter would have a better chance of seeing both elected if he or she withholds her vote from Bob and votes only for Alice.
Observation of prior LOPSA elections suggests that strategic voting was very common. It is clear that a substantial portion of the members desired a richer mechanism of expressing their preferences than first-past-the-post provides.
The Meek STV system is not susceptible to strategic voting; voters can vote sincerely without fear that their vote may be wasted, or that voting a different way would lead to a better chance of seeing their preferred candidates elected.
Candidates that represent a minority viewpoint have also had trouble being elected in the first-past-the-post system. STV is a type of proportional system; if a significant minority coalesces around a given candidate, that candidate can be elected under STV.
The Meek STV system is the "gold standard" of multi-winner voting systems; it has most of the advantages of other systems and few of the disadvantages.
The biggest disadvantage Meek's method does have is that, due to its apportionment and reapportionment of fractional votes and its use of a pseudo-random tiebreaker, it must be tabulated by computer.
STV is in use in many organizational and government elections around the world. The Meek method of STV is in use in New Zealand, and is the recommended method of the Electoral Reform Society.
Will this system change the Board a lot?
Chances are, not radically; in a simulation run on the 2000 LOPSA Executive Committee's election, a change from first-past-the-post to STV would most likely have only changed one or two of the seven winners.
Didn't New Zealand have problems with invalid ballots?
Yes. When New Zealand switched to STV from first-past-the-post, some voters marked their (paper) ballots with "X" marks instead of ranking, thus spoiling their ballots.
This will not be an issue in the LOPSA election, as the voting system will not accept an invalid ballot. The voter's rankings will be displayed for confirmation before the ballot is cast.
What if the membership finds ranking too cumbersome?
It is possible that voters will dislike the additional work they must put into ranking all the candidates. If so, the Board might for future elections consider a hybrid approach, known as Meek and Warren STV. In a Meek and Warren election, voters can choose the type of ballot they wish to fill out: a standard ranked STV ballot, or an "Approval Ballot" in which they can place an X-mark next to those candidates they approve of. Both types of ballots can be tabulated together using Meek's method, but votes from approval ballots cannot be transferred. This means that voters would have the choice of doing an "easy ballot" where there is a good chance that some of their vote may be wasted on unelectable candidates, or a more time-consuming ballot where their vote will be fully utilized.
Another approach that is currently the subject of a great deal of research is Condorcet STV. The Condorcet Method is frequently used for single-seat elections, and works by discovering which candidate would beat all others in individual pairwise elections. Condorcet STV extends this idea to multi-seat elections by discovering which slate beats all others. The ballot allows two or more candidates to be ranked equally, thus potentially making the ballot easier for voters to use—in the degenerate case, voters could use an approval ballot. The great disadvantage is that, like Meek's method, Condorcet STV must be calculated by computer, but unlike Meek, Condorcet STV is computationally too expensive for real-world elections. Research is ongoing to find ways to optimize the algorithm, and it is likely that by the time of the next election, it will be possible to use Condorcet STV if the Board so desires.