15 | Last Bod | 5/7/25

Attendees:

• [x] adi
• [x] adymchenko
• [x] aly
• [x] danliu**
• [ ] erdaifuu
• [x] fengyihuang (superior supreme cyber hyper super duper final ultimate hydra ultra(lisk) coolest)
• [x] finwan
• [ ] jaysa*
• [x] jedakrisnell
• [x] jingwenyang
• [x] joiew
• [x] laksith
• [x] lic
• [x] lukepeters
• [x] ncostello
• [x] rjz
• [x] ronitnath
• [x] rsang
• [x] sawansri
• [x] sbwilliams
• [x] storce
• [x] tabi
• [ ] toke
• [ ] msonmez

Guests:

• Isabelle
• Leos

Agenda:

• Voting
• Fang's proposals
• Ronit's proposals
• Updates
• Any order

Admin:

Start time: xx:xx

Note taker: xxx

Notes:

Voting - Constitution

Fang: @Fengyi Huang

1. Any Director appointed to the Board by the Decision Making Process missing two regularly scheduled meetings will be removed from the Board, regardless of whether the meetings achieve quorum. The only exception to this is if the Director informs the General Manager before the meeting of an emergency, including, but not limited to:

2. A conflicting examination

3. A medical emergency

4. A family emergency

5. BoD appointments and removals will take effect immediately after the vote at which the appointment or removal took place.

6. Any non-Director member who attends a Board meeting can request to be appointed as a Director at that meeting. A current Director must then nominate them, before it is put to a discussion, then the candidate will be appointed under a majority vote of present Directors. The candidate may be asked to leave the facilities during Director deliberations.

(Luke Edit)

Bylaw 16.

At the initial meeting of each Fall and Spring semester, the Board of Directors shall consist of the Cabinet. This shall be termed the "interim Board of Directors" or "interim BoD".

\ 16.1 Any other previous Director able and wishing to continue their directorship for that semester shall indicate such intent at the initial meeting. At that point, the interim BoD shall vote to continue such directorships.

\ 16.2 It is assumed that the interim BoD shall not unreasonably withhold consent for a previous Director to continue their directorship. An example of reasonable grounds to withhold consent is if there are serious reasons that a previous Board member will not be able to fulfill their duties (e.g. due to medical or other concerns).

Additions:

Bylaw Number 20: (Addition) Not Voting

• If a Director fails to be appointed to the Board of Directors, they are ineligible for another appointment for the meeting that they were nominated at, as well as the next two consecutive Board meetings.

Bylaw Number 20: (Addition)

• Manual Director Removal:
• Should a Director be deemed to be malicious, unfit to be a Director, inactive, or some other concern, another Director may initiate a proposal to remove that Director from BoD. 
  • The proposal should be accompanied by reasons that would make the nominated Director unfit for the position.
  • The proposal should have a second from another current Director.
  • The floor will be open to discussion. The nominated Director may be asked to leave the facilities during Director deliberations.
  • A blind vote will be taken from all Directors, excluding the nominated Director. If a majority of Directors finds the nominated Director to be unfit for the position, the nominated Director will be removed from BoD immediately. Otherwise, they will remain on BoD.
  • Nominations against a Director may only occur once per meeting for that given Director.

\

Bylaw Number 21: (Addition)

• Director Appeal
• If a Director is removed from the position, they will be able to submit a written appeal to the GM, which will be discussed at the next BoD meeting. A removed Director wishing to rejoin BoD must appeal, and may not be nominated for the position.
  • The appeal will be shown to BoD.
  • The floor will be open to discussion.
  • A blind vote will be taken from all Directors.
  • If a majority of Directors believes the former Director should be reinstated, they will return to BoD. Otherwise, they are free to appeal again after 2 BoD meetings.

• Adaptation (1 constitutional change and many bylaw changes)
• 3: 9 for, 4 abstain, 0 against - passes
• 7: 14 for, 1 abstain, 0 against - passes
• 14: 13 for, 2 abstain, 0 against - passes
• 16 (Luke Edit): 12 for, 2 abstain, 1 against - passes
• 20: 10 for, 2 abstain, 0 against - passes
• 21: 10 for, 3 abstain, 0 against - passes
• Discussion:
  • Rjz: this amendment might conflict with 7.1.5 of the constitution about the open right to be part of the board of directors
• Summary of changes from @Ronit Nath :
• 1. Committee heads become ex-officio directors
• 1. Removal from board goes from "miss two meetings in a row" to "missing meetings for no reason multiple times" and a formal process for exceptions (midterms, medical, family)
• 1. Explicitly explain our nomination process: in order to join board, you need a director to vouch for your contributions to the organizations, a proxy for other's trust in your stewardship of the organization via prior effort invested
  2. Functionally similar to our current system; we stopped the system of "just show up 3 times" to be this system. Toke was the last elected under the past system. Finna and Mina were elected under this system.
  3. This replaces the "show up 3 consecutive times" system
• 1. Formally cycle board membership each semester. Currently, we take a count at the end of the semester of "who wants to stay." Instead, we move to a model of cabinet being directors, and whoever shows up at next semester's first meeting can get immediately nominated in.
  2. This harmonizes with the explicit nomination process.
• 1. Explicit systems around removing directors (previously, you could only ban a director)

\ * sbwilliams: * disagree with const. amendments at the end of semester * generally agree with the changes * disagree with specifying reasons for excused absence * missed, joe? * i was concerned that it would spend a majority of the 1st voting meeting simply re-adding directors -sbwilliams * "majority of quorum" doesn't make sense * feng: * something about excused absences * first meeting should be appointing people back onto bod * currently if people don't show up at first meeting might have deadlock * Ronit: * The semesterly re-election of board members would mostly involve minimal discussion and therefore will not eat into too much time * Luke: * cabinet is not defined in the consitution * probably should give people time to read over changes before voting * deferred to end of bod * Ronit * It is defined, in bylaw 9 * Laksith * Make a slight modification: add OM to cabinet

Ronit: @Ronit Nath

• Policy Proposals (only voting on ones below)
• Summary of changes:
• 1. Explicitly state that if we have an odd number of directors, you need 51% of the vote to pass something
• 1. Centralize language about voting procedures, so you don't get bamboozled by voting systems requiring supermajority, if you didn't sufficiently thoroughly read everything
• 1. Explicitly state our bylaw annotation and voting policies; we only had ones for the constitution

Voting on these amendments only, to align the constitutional with our organizational practices:

3.3 Quorum

Where N is the number of directors, quorum consists of 1/2 N/2 of the Board of Directors. Quorum must be met at Board meetings for Board votes to be valid. In case of an even number of directors, quorum is (N+1)/2.

\

5.3 Voting

5.3.1 Election of Officers

The election of officers shall be by secret ballot. Each ballot shall be a ranked list of candidate preferences. A candidate wins if there is a unique Condorcet Beatpath winner, otherwise the election will repeat. Write-in votes shall not be counted during the election.

5.3.2 Other Votes Voting Regulations

All other votes require a simple majority to pass unless otherwise specified. All non-electoral, non-governance votes require a majority of quorum to pass.

5.3.3 Voting Eligibility and Proxies

Only Board members present at a meeting may vote.

5.3.4 Governance Voting

All matters related to changes of governance (changing the bylaws or constitution) require a supermajority (2/3rds of directors) to pass. These changes go into effect once the official source of documentation has been updated. The official source may not be modified prior to a vote for its modification passing.

\ \ 8.1.2 Annotation

Whenever this Constitution is amended, an annotation of the date of ratification shall be added to the beginning of this document and shall be further noted immediately following the new amendment. When the bylaws are amended, an annotation of the date and brief description of the changes shall be added to the end of the bylaws.

8.2 Bylaws

Bylaws may be created or modified as needed by the Board of Directors, and amended based on governance voting regulations.

\

Voting - Finance

• Any?

Voting - Space Usage

• Lab space allocation for nix events during the summer
• storce: they really liked the event and a lot of OCF members are interested
• laksith: talked to Dev from ATDP about this and it should be completely fine as long as it's past 5PM
• ronitnath: allow *Ms to allocate space after 5PM for nix events over the summer
• passes with 18 votes
• \

\

Updates

General

• Nix event
• storce: we had a cool nix event where a bunch of people in the general community showed up and gave demos on things they're working on

Site

• purchased 5 toners - $719.27
• @laksith Restructure Outline to make it easier to share publicly (will eliminate the need for mkdocs)
• Laksith: getting rid of mkdocs constitutes getting rid of Joedocs rip
• documentation should end up pointing to outline itself
• @laksith Nix CI for automated builds super close to complete
• you can stalk me in the branch add-ci-host-spike to get some insight into things before I re-write history to make thing clean on main
  • limited edition!!! will get sanitized later. (fake: ocf.io/twitch)

Operations

• If you are a graduating senior and filled out the ASUC Charted Program form, pick up the cord in Lauren's office (tomorrow 9:30-12pm or 3-4:30pm Esh 432B, or email her for alt times)
• Closing early this Saturday (10am-5pm)
• Opstaff is hiring one person (interview notes)
• The likely candidate is Blake
• Plan is to send email on Friday
• For next hiring: do not send the hiring email to the same email pool as this year
  • rsang: please. :(
  • Pool was extremely limited this semester due to the email pool to which the email was sent
  • Emailing pool was also not communicated properly to OCFStaff :(
  • New ideal hiring practice will be recorded in OM Runbook for future semesters
• Eleonore is going to be new Operations Manager for next academic year!
• I am going to onboard her eventually

Internal

• \

Marketing

• \

Finance

• callink broke :(
• no prs :(
• No tissues for the foreseeable future :(
• sorry tears expensive now

Decal

• Enough people passing :)

\

End of semester items

1. Updating runbooks

2. All committees & heads!

3. Updating permissions
4. Root + Admin Kerberos Principal
5. Discord Admin
6. GSuite Admin
7. 1password Admin
8. Outline Admin
9. Github Admin
10. MLK 24/7 Keycard
11. Signatory
12. root mailing list

13. Final speeches

14. @Joe Wang

15. @laksith
16. @Jonathan Zhang
17. @Ronit Nath

\

\ Finish time: 8:55

• 3 hour BoD. I want to go home :(

\

Notes

Fangs' updates

Ronit explains summary

Sophie → don't mark reason in notes, could be personal. Also, this would bloat the size of first BoD

Fang → we can not mark reason. Also, we should do that for first bod. Without this system, we fail to be able to assure we can

Ronit → likely 'previously was a member' is a reason to be nominated to bod

Fang →

Majority of quorum