Okay, so the OCI Charter currently states that votes must pass with a super-majority (two-thirds). However, it seems that some sections conflict on the question of exactly how two-thirds are counted and I'd like to clarify whether these different voting rules are intentional:
Section 6 (n) states that all votes are passed with two-thirds of votes cast (this sentence is also phrased very strangely, mentioning the Trademark Board in the middle -- in fact I believe this is a copy-paste error from Section 4 (d) which uses very similar wording.) I also hasten to mention that it looks like voting on GitHub isn't actually okay according to the Charter but 🤷.
The intention is for the TOB to operate by consensus. However, if consensus cannot be achieved, the Trademark Board shall vote on a decision. All TOB Votes, either at TOB meetings, via email or electronic voting service, shall pass with a two-thirds vote of votes cast, on a one (1) vote per TOB member basis. An abstain vote equals not voting at all. [emphasis added]
However, Section 2 (c) appears to say that project approvals require a two-third vote of the entire TOB (so not voting counts as a vote against the motion). Maybe it's okay that this is a different rule, but this is one of the most important roles of the TOB and it's a bit odd that in a later section the rule appears to be contradicted by an unqualified "all".
Any Member can bring forward a new project proposal to the TOB for review. Approval of new OCI Projects requires a two-thirds vote of the TOB. [emphasis added]
And then Section 6 (h) also appears to say that changing the system of voting requires a two-third vote of the entire TOB (so not voting counts as a vote against the motion):
Initial elections of TOB members shall be run using the Condorcet-IRV method through the Cornell online service (http://civs.cs.cornell.edu/). The TOB may change the methodology or service used in future elections via a two-thirds approval vote of the then-serving TOB. [emphasis added]
And again in Section 6 (j)(ii) for calling meetings:
[The TOB shall meet on an as-needed basis, in a timely manner after issues are directed to the TOB from:] as the TOB determines via vote of at least two-thirds of the TOB members [empahsis added]
And yet again in Section 12 (a) for amending the Charter:
This Charter may be amended by a two thirds vote of the Technical Oversight Board, subject to veto by The Linux Foundation Board of Directors for reasonable cause, with thirty (30) days’ notice to the OCI Members before taking effect. [emphasis added]
So it seems like Section 6 (n) is simply an incorrect copy-paste of the Trademark Board's rules (there are literally no more references to TOB votes in the Charter other than the exceptions to Section 6 (n) I've listed). And from memory, we've always run votes as though Section 6 (n) didn't exist. So should we just remove it (as part of the cleanup I'm working on)?
This question is quite important when it comes to non-meeting votes (where we do not technically have to establish a quorum) because in such cases a two-thirds vote could be less than two-thirds of TOB members -- which seems like a bad idea.