Board of Directors Election Policy & Procedures

June 18, 2020

Role of the .NET Foundation Board of Directors

Stated simply, the Board of Directors of the .NET Foundation “runs the organization.” It decides how the money is spent; what projects join the Foundation; where the Executive Director applies focus; what programs the Foundation will run or be involved with; what events the Foundation will sponsor; and so forth. In other words, the Board manages or oversees all the business functions of the Foundation. The operational performance and long-term viability of the Foundation is dependent on a strong and effective Board of Directors.

Board of Directors Composition

Per the Bylaws of the organization, the Board is comprised of up to seven Directors. One Director is appointed by the Microsoft Corporation. The other six Directors are elected by the individual members of the Foundation. For the sake of this policy document, the six elected Director positions shall be considered “At-Large” Director seats.

Voting

Each individual member of the Foundation current at the time of the election is entitled to vote on the election of At-Large Directors, with each member’s vote counting equally.

Director Terms + Term Staggering

At-Large Directors are elected to a two-year term.

For the 2020-2021 Board term only, once the incoming Board of Directors is seated, staggered term durations will be established among the six At-Large Director seats to help enhance the continuity of the organization’s governance. Specifically, three At-Large Director seats will be chosen randomly to serve a one-time, one-year term. The remaining three At-Large Director seats will have the standard two-year term. For all subsequent elections, the Foundation’s members will elect only three At-Large Director seats each year.

Vacancies

In the event that an At-Large Director resigns or is removed prior to the end of their term, the other Directors will nominate a replacement from the remaining candidates of the previous election, giving good faith consideration to the applicable election results (i.e., normally the nominee would be the individual receiving the most votes in the preceding election who is not already serving as a Director). If no candidates from the previous election accept the invitation to serve as a Director, then the other Directors may nominate any Foundation member to serve as a replacement.

Maximum Terms

An At-Large Director may serve for a maximum of two consecutive terms. After two consecutive terms, an At-Large Director may run again after one year.

If a replacement At-Large Director serves for at least half of the original term of the replaced Director, they will be considered to have served a full term for purposes of maximum terms. If they served for less than half of the original term, then such service will not be considered for purposes of the maximum two consecutive term restriction.
There is no limit on the total number non-consecutive terms an individual may serve as At-Large Director, provided they do not exceed the two consecutive term limitation.

Director Candidate Expectations

Given the critical role of the Foundation’s Board of Directors in managing the Foundation and ensuring its long-term well-being and sustainability, it is imperative that the Foundation’s members elect representatives capable of fulfilling these important responsibilities. As such, some considerations for those seeking to serve on the Foundation’s Board of Directors may include:

  • Prior leadership role within the .NET Foundation or other open source communities (e.g., Board Director, Project Leader, Committee chair, etc.)
  • Meaningful engagements in open source communities
  • Recent active involvement in the .NET community
  • A commitment to dedicate up to ten hours per month on Board responsibilities

Diversity Goals

As the .NET Foundation aspires to operate as an open and inclusive organization, it seeks to maintain a commensurate level of diversity among its Directors. This includes considerations for race, gender, geographic location, level of professional experience, among other factors.

Nominating Committee

A Nominating Committee shall be formed by the Board of Directors ahead of each Director election for the purpose of helping to establish a strong slate of candidates for each election. Specifically, the Nominating Committee shall have the following responsibilities:

  • Determine what information shall be collected from At-Large Director candidates to assist both its committee and the voting members to make informed choices
  • Collect all nominations from interested At-Large Director candidates
  • Vet candidates based on established Board of Directors' criteria
  • Encourage members within the .NET Foundation to run for election – especially if they meet the established Board of Directors' criteria and/or could help the Foundation achieve its Board of Directors' diversity goals
  • Present to the Board of Directors the proposed slate of candidates for the Director election
    • The Nominating Committee shall aim to present no more than three candidates for each available At-Large Director seat
  • Notify each nominee not included in the election slate, summarizing the reasons for their exclusion.

The Nominating Committee shall disband once the slate of candidates is presented.

The members of the Nominating Committee shall be appointed by the Board of Directors, based on the following considerations:

  • The Nominating Committee must consist of at least three persons, but not more than five.
  • Any individual member of the Foundation in good standing may serve on the Nominating Committee, except as otherwise set forth in this policy.
  • No company may have more than one employee as a member of the nominating committee.
  • Non-members of the Foundation with relevant knowledge of the Foundation and relevant experience or skills may serve on the Nominating Committee, except as otherwise set forth in this policy.
  • A current Director can serve on the Nominating Committee, only if they are not planning to run for re-election.
  • Persons are not eligible to serve on the Nominating Committee and also be candidates in the current election.
  • The Foundation’s Executive Director shall not be part of the Nominating Committee

A vendor will project manage the Nominating Committee and be responsible for scheduling meetings, tracking progress, and record keeping.

In the future, former Directors may be invited to become ex officio to the Nominating Committee.

Election Schedule

From the time the Nominating Committee submits to the Board of Directors its slate of At-Large Director candidates, the following election schedule shall be followed:

  • Two-week notice period to all current individual Foundation members informing the slate of candidates and that balloting will commence in two weeks
  • Two-week electronic balloting period open to all current individual Foundation members
  • Election results communicated to all current individual Foundation members within one week of the close of balloting

Election Results

The Board election will continue to use Single Transferable Vote (Scottish rules), consistent with recent prior practice.

Key Dates for 2020

  • 6/8: Bylaws, details, and summary on the website. Board of Directors begins forming Nominating Committee.
  • 6/12: Board of Directors selects Nominating Committee.
  • 6/15: Announce Nominating Committee members and open nomination process.
  • 6/26: Nominating Committee closes nominations.
  • 7/3: Nominating Committee tells the board the slate.
  • 7/7: Campaign period opens.
  • 7/21-8/3: Election open for voting by members.
  • 8/4: Results reported to the public.
  • 8/13: Special board meeting with outgoing board and incoming board
  • 8/20: First regular board meeting of new board.