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The Election Committee met to discuss approaches to the fastest path to
having a ballot on changing voting systems for the election of individual
directors.

In attendance: Alan Clark, Jonathan Bryce, Tim Bell, Monty Taylor, Todd
Moore, Mark Radcliffe

The group discussed several options for how to proceed and the timelines
required to make a ballot available to the electorate for a bylaws change.
Jonathan described for the group the mechanics and timing required for
having a ballot and amendment ready to coincide with the November Summit.
Much of the discussion was on this option and how to achieve a tight
schedule.  Mark cautioned us that sufficient time was needed to make sure
we had properly educated the electorate.  This resulted in two ideas for
consideration.

Option 1: Vote concurrent with Summit.  Essentially, We would need to call
a special board meeting by Tuesday for a Friday session of the full board
to meet the time constraints of opening a vote at the Summit.  Normal
secretary tasks of validating voter roles, producing communications, etc
would have to been handled in parallel with the heavy task load associated
with producing the Summit.

Option 2: Education and Feedback at the Summit with a vote in January.  In
this option, we would also want to call a special session of the board to
gain concurrence as to which of the two approaches under consideration
would be put forward.  Jonathan offered to arrange a town hall style
meeting to educate people and seek feedback to tailor a January vote on a
system.

STV or Condorcet are under consideration as both provide a means of
offsetting the effects of casting all 8 votes for a single individual in
the current cumulative voting system.  The impression is that the
electorate is not expressing their complete preference for the elected
slate for fear that they have to cast their vote in a block to ensure their
individual of choice is elected.  Neither of these systems mitigate large
affiliated groups from expressing their vote for a single candidate, but
the they do improve the likelihood that the slate of directors chosen is
more thoughtfully elected as voter angst over the casting of all 8 votes as
1 would no longer be an issue.  Testing against past data would suggest
that the end results would have been the same directors elected in the new
system.  So careful education as to how to use and view either new system
would be required.

Monty took the todo to describe the benefits and operation in simple terms
as he writes up the reasoning behind having a change of systems.

Mark R. discussed the need to have a well described thoroughly vetted
Condorcet systems available for inspection.  This would need to be looked
at from a Delaware law and IRS perspective.  We have not seen any existing
examples of this in practice in an organization like ours that is a
Delaware corporation.

The group discussed various ways to write up a proposed bylaws amendment
that allowed for both the specificity required and the flexibility needed.
Jonathan and others have examined the bylaws of other organizations.
Jonathan and Mark R. will work on a proposed amendment.

Monty and Simon have the task of describing both voting methods.  In order
to provide sufficient time for review documents are needed by EOD Monday.
Todd will schedule another session Tuesday 8AM of the Election Committee.

Based on Tuesday mornings results, Alan will call a session for Friday.
All members of the Election Committee are urged to be available Tuesday AM.

Alan will make sure that all individual directors have been allowed to add
their input into this process.


Todd M. Moore

Director, Interoperability and Partnerships

11501 Burnet Rd. MS 9035H014
Austin, TX , 78758.  (512) 286-7643 (tie-line 363)
tmmoore at us.ibm.com
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