On November 1st, 2013 Richard Brown will start to work for SUSE. This
will create an imbalance of SUSE employed elected board members over non
SUSE employed elected board members. With Will's resignation we
currently have 3 elected board members as opposed to the expected 5
board members. Two of the 3 will be employed by SUSE, thus constituting
a 66% position on the elected board in favor of one company. This does
not meet the guidelines for board composition.
In order to meet the guidelines two additional SUSE employed elected
board members (Richard and Robert) would have to step down leaving the
board with 1 elected member, Andrew. But hen 1 company would hold 100%
of elected positions on the board, also violating the guidelines. Thus,
we do not consider this to be a workable solution. Another option is to
appoint two new members that do not work for SUSE in short order. This
has it's own complication with the ongoing election process.
As we write this, we also realize that we have been violating the 40%
rule for some time. Ever since Raymond decided to step down and his seat
was not filled. The seat was not filled due to concerns regarding
favoritism with respect to closeness to the election. Both concerns are
valid now as well, of course. The past violation of this rule was an
honest mistake and we apologize for the oversight.
With the election pending we propose to continue as a 3 elected member
board, with 2 seats held by SUSE employees (Richard and Robert) and one
seat held by a member not employed by SUSE (Andrew), until the end of
the year. The new board will take the reigns in January and the
percentage rule will once again be upheld.
Collectively we can jump through a number of hoops to move all the
puzzle pieces in the proper location, the "what-if" scenarios could
probably fill multiple pages. However, with the election period upon us,
it is the board's opinion that this is not necessary. The decision
ultimately rests with the community and we will follow the guidance
provided in the discussion of this topic.
Your openSUSE Board
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