[ARIN-consult] Consultation on Implementing Single Transferrable Voting for ARIN Elections

[Owen DeLong]

> On Jan 6, 2022, at 11:29 , John Curran <jcurran at arin.net> wrote:
> 
> 
>> On 6 Jan 2022, at 11:01 AM, Owen DeLong via ARIN-consult <arin-consult at arin.net> wrote:
>> 
>> I think that the best thing would be for the bylaws to call out a separate document, incorporated by reference
>> which defines the STV process and that the bylaws should simply specify that voting shall be conducted
>> by a Single Transferrable Vote process as documented at <X> location.
>> 
>> That allows appropriate documentation control over the process without the weight of a full bylaw amendment.
> 
> Some additional context on the proposed changes may help here –
> 
> At present ARIN elections are conducted per the "ARIN Election Processes” <https://www.arin.net/participate/oversight/elections/processes/> which are adopted by the Board and published on the ARIN website as required by the ARIN Bylaws.   Ideally, ARIN would have been able to move to a Single-Transferrable-Vote (STV) election process by simply adopting a revised set of ARIN Election Processes specifying such, but alas the Virginia Non-stock Corporation Act requires that "directors be elected by majority of votes cast" unless otherwise specified in the Articles of Incorporation.   
> 
> The proposed change to the Articles of Incorporation would allow the Bylaws to provide for election in a manner other than “majority of votes cast” – such as an updated set of ARIN Election Processes that specify STV.   We did not put the exact election system in the proposed Bylaws change (as the Bylaws are quite sparse on election processes with these instead being contained in the ARIN Election Processes) and continuing that approach would allow for any necessary refinement of the particulars of the election process without having to further revise the bylaws. 
> 
> Thanks,
> /John
> 
> John Curran
> President and CEO
> American Registry for Internet Numbers
> 
> 
> 

That’s all well and good and in keeping with what I suggested. However, I think if you want to seek community approval for a proposal,
then the proposed modification to the processes should also be put somewhere for the community to review and that the community
should be allowed to consider them as a package.

Obviously, the change should require a vote of the members (changing the articles of incorporation), correct?

Currently, the membership is able to have faith that the board will not unilaterally move away from majority election of directors because
Virginia law forbids it without a change to the articles of incorporation that they would have to approve.

The blanket language proposed in the current change, however, would allow the board to adopt any process it so chooses at any
time without being subject to review of the membership.

I think many, myself included, would like to see some level of check and balance requiring membership and/or community involvement
and consideration in changing the election process(es) rather than writing a blank check for the board to do whatever it likes in this
regard.

Owen