The board of directors is the ultimate authority responsible for the Open Source Initiative as a California public benefit corporation, with 501(c)3 tax-exempt status. Most of the directors are elected by OSI’s members. Each year the individual members and the Affiliate members elect directors in two elections running at the same time.
The OSI board is composed of:
- Four directors elected by OSI Individual Members for two-years terms.
- Four directors elected by OSI Affiliate Members for three-years terms.
- Four directors appointed for two-years terms by the board itself.
The results of elections for both Individual and Affiliate member board seats are advisory with the OSI Board making the formal appointments to open seats based on the community’s votes.
General Election Information
All elections are conducted online using secret ballot and the winners are picked using the Scottish STV (Single Transferable Vote) method.
Annual elections generally begin in March. All the newly elected directors will be seated at the next board meeting after the elections.
No director who has served for six consecutive years is eligible for re-election until a year has elapsed.
The Board will vote on any changes to be made to the election rules no later than the January meeting, and ideally in the December meeting. OSI staff will then post a list of dates and deadlines, as well as any election rule changes, for the upcoming election.
All the newly elected Individual and Affiliate directors will be seated at the next board meeting after the elections.
Voters are allowed one vote only: If you receive an extra ballot by mistake (for example, because you signed twice with different emails) you’re required to immediately notify the election committee.
Board-Appointed Election Procedure
The Board appoints four of its members in order to ensure that the resulting Board has an optimal balance of skills, knowledge, and demographics.
Whenever the Appointed seats are vacant or the Appointed Director’s term is scheduled to end, the Board will appoint seat holders for the required Appointed seat(s). This appointment will happen at a regular Board meeting, and may take place by majority vote. In the event that there are several candidate appointees, the Board may choose to make use of a preference voting mechanism, but are not required to do so.
The Board may postpone filing one or both Appointed seats if good candidates for them are scarce or if there are other reasons to delay. Appointed Board members are removed the same way as other Board members.
Vacancies
Vacancies are filled at the next regular election by electing a person for a full new term, not by serving out the vacant term. As such, vacancies may remain vacant for up to one year.
Bylaws
This election system for Directors is approved by the sitting Directors in accordance with OSI’s bylaws, as an extension of our process for selecting new Directors. Nothing in this election document should contradict the Bylaws, and should any provision do so, the Bylaws take precedence.
The Open Source Initiative is committed to upholding its mission while adapting to the evolving landscape of Open Source. It’s important to reiterate a few key aspects of our governance:
- The board is responsible for acting in the best interest of the organization.
- The board recognizes its fiduciary duty to protect the organization from potential disruption and ensure its stability.
- The board also recognises its duty as an employer to ensure that staff have a safe and supportive working environment.
The community election polls provide valuable input and they have always been advisory in nature (see board and elections pages). The board always makes the final appointments, as required by the above bylaws, taking into account the community input offered by the elections.