How did the rules for selecting the board change?
Previously, all directors were elected directly by membership who cast votes based on the number of open slots on the board, with successful candidates elected to two-year terms. Going forward, at each annual election the members will directly elect two directors to three-year terms. The sitting board will also conduct an internal election of one additional director for a three-year term (there are modifications that apply only during the 2021–2022 transition period—see "What happens in the transition from the old process to the new process?” below). Candidate and voter eligibility, and existing rules about single-company or Oracle representation have not changed.
Why has the process for selecting directors changed?
The environment in which user groups operate and the needs of our community have been changing for some years, and an even more rapid, challenging, and drastic change has resulted from COVID-19. During 2019 the then-board conducted a facilitated strategic planning exercise for ODTUG and established a Governance Subcommittee to make recommendations on (among other issues) our board selection process, and how well-suited it was to providing both a) the stability of leadership needed to execute long-term strategic initiatives and b) the flexibility to ensure we retain necessary skills within the board and the representation of existing or potential technology communities. The board believes that the stability and flexibility needed to lead and serve the community is best ensured by these changes, while retaining overall membership control.
Why have term lengths changed?
Although the bylaws allow the number of directors to fluctuate, we have operated with a nine-member board of directors for many years. The two-year term means that at any one election, more than half of the board may change—either because of election results or because of term limits. In 2021, for example, three directors are due to term-limit out, even before any changes, as result of that year’s election. Moving to a three-year term reduces the inevitable “churn” in leadership at any given election, and equips us to set and execute the long-term strategies we believe are vital.
Who can the board appoint?
The board is able to appoint any eligible ODTUG member who will accept a nomination, which may include candidates who ran in the membership election. The board’s selection will depend on a number of factors, including any strategic initiatives underway, technology community representation or lack thereof in the board-elect, and specific skills the board feels are essential to tackle the challenges facing our community.
Will I know who the board appointed?
Yes. We will announce both the results of the membership election and the board appointee(s) at the same time while identifying the directors selected by both processes. As far as possible (within certain confidentiality restrictions placed on the board), we will explain the rationale for any board appointee.
How will appointed directors differ in duties from directly elected directors?
They will not. They will be subject to the same rules and restrictions as all directors and will have the same overall responsibilities.
Do I only get to vote for two candidates this year?
As a combined result of the two changes, yes; this year and at any given future election membership will be asked to elect two directors. Ultimately members will, in total, directly elect six out of the nine directors.
Why did the board get to make this decision?
The responsibility for changes to the bylaws, including election procedures and the nomination of directors, has always been delegated to the board. The existing board has been working extremely hard to address the challenges facing ODTUG recently, and we take this responsibility very seriously. We collectively believe these changes are the best way to safeguard ODTUG’s continued success, and as such they achieved the unanimous support of the board (including both those directors who are and are not facing future election).
Doesn’t this ensure the current board gets re-elected?
No. There are no guarantees that any member of the board will be re-elected by the membership directly, or by the board appointment process. All members of the present board have, by definition, enjoyed success under the existing system (most more than once), and these changes were supported unanimously regardless of the current term or electoral position of each director.
What happens in the transition from the old process to the new process?
During 2021 and 2022 the shift from two- to three-year terms will create a number of temporary one-year “gaps”. In 2021 there is one such temporary gap, which the board will fill (leaving seven directors directly-elected by the membership). In 2022 there will be three such temporary gaps. To avoid ever having less than two-thirds of the board seats filled directly by the membership, we will be filling at least two of the 2022 gaps via a democratic method (the precise method is under discussion—it will not be exactly the “normal” election process to elect directors since the “normal” election is an election to a three-year term). By 2023 the entire board will have been elected under the new process and will be composed of six directly elected directors and three appointees.
Does this change affect term limits?
Yes and no. The “regular” term limit will continue to be six years of service, although this will now be comprised of two three-year terms rather than three two-year terms. Directors already elected under the “old” two-year term system will now not reach a six-year limit neatly at the end of an elected term, and (if successfully elected or appointed to such a term) will be permitted to serve out the last three-year term that takes them past the six year mark. The math of the situation gave us two options—the one-time-only “waiver” on which we settled, or requiring the “early retirement” of these directors (e.g., at four years). The board decided that forcing “early retirement” ran counter to our objectives of flexibility and stability in making these changes.
Are there any other bylaw changes?
Yes, one more. There has been a longstanding convention that sitting board members do not campaign for or publicly endorse candidates other than themselves. We feel this promotes good relationships on the board and between the board and both successful and unsuccessful candidates. We decided to formalize this convention by including it in the bylaws.
I like/I don’t like these changes.
We have already heard feedback, both positive and negative from some stakeholders—members, key sponsors, and former ODTUG leaders. The board values this feedback and always appreciates constructive engagement. The board can be contacted via email@example.com or directly to board members via the email addresses at https://www.odtug.com/odtug-board.