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