Adding At Large Directors to the OFA Board

1. Adding At Large Directorsto the OFA Board 02/22/2017 3/17/17 Paul Grun – Cray Susan Coulter - LANL

2. New Idea – At Large Directors • The Board of Directors voted to create two non-voting ‘At Large’ Director positions • Idea is to broaden input in driving the OFA’s direction • Make the OFA more open to external influence • But the mechanics of nominating and electing the two At Large Directors were left as a detail • This slide deck addresses those details ISC 2013

3. Already voted • Two At Large Directors • no voting rights, but expected to be influential voices at XWG and Board meetings • anybody, especially non-members, can be an At Large Director EXCEPT a current Promoter Member • Selected at the Annual General Meeting • but deciding on the nominating and voting process was left for later, i.e. now. ISC 2013

4. Voteable – Nominating candidates for At Large Director LANL Motion: Nominations for the At Large OFA Directors will be accepted only from the floor at the Annual General Meeting (AGM) held at the OpenFabrics workshop the week of March 27, 2017. • Anyone registered at the workshop can nominate a candidate. It is permissible to nominate oneself. • Candidates for nomination cannot be affiliated with an organization already represented on the OFA Board of Directors. • Candidates must accept the nomination either verbally at the AGM, or by email sent to the Chair of the Board prior to the conclusion of the AGM. Result (3/23/17) – motion passed by majority vote with a friendly amendment to modify the language of the 1st bullet as shown in red above. ISC 2013

5. Voteable – Electing At Large Directors Result (3/23/17) – motion passed by majority vote with the friendly amendments shown in red. LANL Motion: Voting for the At-Large OFA Directors will be by secret, verifiable ballot. • All attendees at the OFA workshop will be provided a verifiable ballot. • All registered attendees are entitled to two votes. • Voting will begin following the AGM and will end at the close of the workshop. • A sufficient chain-of-custody for the ballots submitted and counted will be maintained by an independent entity. • The two At Large Director positions will be awarded to the top two vote getters. In the event of a tie, the candidates with tying vote counts will select among themselves to serve as At Large Directors. ISC 2013

6. Nominations • Nominations are accepted only from the floor during the Annual General Members meeting • all are welcome at the AGM, members and non-members alike • Anybody can offer a nomination • Self-nominations are acceptable • The prospective nominee must accept the nomination • If present, the prospective nominee can accept his/her nomination from the floor • If not present, the prospective nominee can accept the nomination electronically, but the acceptance has to be written, and in the Secretary’s hands at the time of nomination ISC 2013

7. Nominations – updated 3/2 • Nominations are accepted only from the floor during the Annual General Members meeting • all are welcome at the AGM, members and non-members alike • Anybody can offer a nomination • Self-nominations are acceptable • The prospective nominee must be present to accept the nomination • If present, the prospective nominee can accept his/her nomination from the floor • If not present, the prospective nominee can accept the nomination electronically, but the acceptance has to be written, and in the Secretary’s hands at the time of nomination ISC 2013

8. Voting • Is by secret ballot • Begins at the conclusion of the AGM • Ends in time to allow ballots to be counted and results announced at the close of the Workshop • Voting is limited to OFA member companies • one company, one vote • must be present to vote ISC 2013

9. Voting – as of 3/16/17 • Is by secret ballot • Begins at the conclusion of the AGM • Ends in time to allow ballots to be counted and results announced at the close of the Workshop • No consensus has emerged yet on who is eligible to vote. The options being discussed most actively are: • each organization present (registered?) at the workshop has one vote • everyone present (registered?) at the workshop has one vote ISC 2013

10. Board motions ISC 2013

11. Motion: Outside Representation Motion: The Board of Directors shall include two At-Large Members. The At-Large Members shall be non-voting. Results Discussed and voted at the 12/15/2016 BoD Meeting: The amended motion was: “The BoD shall include two at-large members.” Friendly amendment (Mellanox): “The two members have no voting rights” The amended motion was adopted with 8 Yes, 1 Abstain #OFADevWorkshop

12. Motion: Board Composition – updated 1/25/16 Motion: The Board shall consist of Promoter Directors and two At-Large Directors. Each Promoter Company shall have the right to appoint one Director. The At-Large Directors to be elected as set forth below. The number of Directors shall not exceed the number of Promoters plus two. • Promoter Directors • An individual can represent only one Promoter • Each Promoter may appoint only one Director • At-Large Directors • Two At-Large Directors shall be nominated and elected by the general membership at its annual meeting. Details of the nomination and election process to be decided by the Board prior to the annual meeting. • There is no requirement that a candidate for At-Large Director be an OFA member, however, once elected, an At-Large Director is provided with an Individual Membership, at no cost, for the period of his or her term. • An At-Large Director cannot represent, or be affiliated with, a Promoter member • At-Large Directors serve beginning as of the date of the election and ending at the date of the succeeding election. • An At-Large Director shall have no voting rights, and participation shall not count towards quorum for the purposes of conducting Board business. Results: 01/26/17 Moved and approved by role call vote #OFADevWorkshop

13. Discussion ISC 2013

14. At Large Directors • At Large Directors are not like Promoter Directors… • Don’t vote, but… • …do assert themselves during Board/XWG discussion • The board is anxious for more insight and input • Influential in representing the outside world to the Alliance • Invited to attend (expected?) XWG meetings (three per month) and Board meetings (one per month) ISC 2013

15. Who can be an At-Large Director? • Anybody! (almost) • Need not be an OFA Member • But they are provided with an individual membership • At no cost for the period of his or her term • Cannot be a current Promoter Member • Promoters are already represented, we’re looking for an outside perspective ISC 2013