CHARTER: s6(n): clarify and unify TOB voting rules

Section 6 (n) conflicted with all of the other mentions of TOB votes and
TOB decisions, and we have always required a qualified super-majority
for all TOB votes -- so it is best to properly codify that requirement
in the Charter.

In addition, Section 6 (n) appears to have had a copy-paste error which
made the paragraph nonsensical (the Trademark Board has nothing to do
with TOB votes). This has also been corrected.

In addition, it is unnecessary to have a special carve-out for changing
voting systems in Section 6 (h) because the TOB can simply amend the
Charter to change the electoral system for TOB elections (which requires
the same qualified super-majority -- and would likely be needed purely
to allow TOB candidates to understand how the voting system operates).

This change does (on paper) change the procedure for TOB votes, but the
intention is to simply mirror the current convention of the TOB when it
comes to voting on motions. It also removes an apparent mistake in the
original Charter, as I do not believe it was ever intended that the
Trademark Board be involved in TOB decisions.

Signed-off-by: Aleksa Sarai <[email protected]>

Author: cyphar

CHARTER.md

@@ -5,6 +5,7 @@
 | 1.0       | 2015-11-13  | 2015-11-13     | *Initial release.*                       |
 | 1.1       | 2020-05-06  | 2020-06-05     | • *(Section 1)* Remove scope table. |
 | 1.2       | 2020-06-04  | 2020-07-04     | • *(Section 1)* Simplify mission.   |
+| 1.2+DRAFT |             |                | • *(Section 6)* Unify TOB voting rules to always require a qualified super-majority for decisions. |
 | 1.2+DRAFT |             |                | • *(Section 12)* Formalise changelog and version numbers. |
 
 > **NOTE**: The "notice date" is the date at which OCI Members were given
@@ -42,7 +43,8 @@ b. OCI Projects may be modified by the Technical Oversight Board so long as
    reference implementation for an optional layer item.
 
 c. Any Member can bring forward a new project proposal to the TOB for review.
-   Approval of new OCI Projects requires a two-thirds vote of the TOB.
+   Approval of a new OCI Project requires the TOB to decide in favour of the
+   proposal, following the process outlined in Section 6 (n) of this Charter.
 
 d. A project need not be contributed to the OCI in order to be deemed compliant
    with an associated OCI specification. For avoidance of doubt, a runtime can
@@ -270,10 +272,8 @@ g. The initial TOB shall be established through a nomination and election
    nominated and elected by the OCI Members and serve for a period of two (2)
    years. Each OCI Member may nominate one (1) candidate for election.
 
-h. Initial elections of TOB members shall be run using the Condorcet-IRV method
-   through the Cornell online service (http://civs.cs.cornell.edu/). The TOB
-   may change the methodology or service used in future elections via a
-   two-thirds approval vote of the then-serving TOB.
+h. Elections of TOB members shall be run using the Condorcet-IRV method
+   through the Cornell online service (http://civs.cs.cornell.edu/).
 
 i. The TOB shall elect a TOB Chair. The nominee with the most votes from the
    TOB members shall win the Chair position for a term of one (1) year. In the
@@ -287,9 +287,9 @@ j. The TOB shall meet on an as-needed basis, in a timely manner after issues
 
    - i. the TDC by a simple majority vote of the maintainers when there is an
      issue that needs the resolution to assist the TDC to move forward,
-   - ii. as the TOB determines via vote of at least two-thirds of the TOB
-     members
-   - iii. the TOB Chair determines a meeting is necessary.
+   - ii. the TOB via a decision made using the process outlined in Section 6
+     (n) of this Charter; or
+   - iii. the TOB Chair if they determine a meeting is necessary.
 
 k. TOB meetings may be held in-person or via telephone or electronic
    conferencing.
@@ -306,10 +306,12 @@ m. Quorum for holding meetings shall be established when two-thirds of TOB
    members are present.
 
 n. The intention is for the TOB to operate by consensus. However, if consensus
-   cannot be achieved, the Trademark Board shall vote on a decision. All TOB
-   Votes, either at TOB meetings, via email or electronic voting service, shall
-   pass with a two-thirds vote of votes cast, on a one (1) vote per TOB member
-   basis. An abstain vote equals not voting at all.
+   cannot be achieved, the TOB shall vote on a decision. All TOB votes, either
+   at TOB meetings, via email or electronic voting service, shall pass with a
+   qualified super-majority (a two-thirds vote of the entire TOB membership in
+   favour of the motion in question), on a one (1) vote per TOB member basis.
+   For the avoidance of doubt, an abstain vote (or not voting) equals a vote
+   against the motion in question.
 
 o. Any issues that cannot be resolved by the TOB shall be referred to The Linux
    Foundation Executive Director for mediation, and, if necessary, for
@@ -453,10 +455,10 @@ g. operate under such rules and procedures as may from time to time be approved
 
 ## 12. Amendments and Notice
 
-a. This Charter may be amended by a two thirds vote of the Technical Oversight
-   Board, subject to veto by The Linux Foundation Board of Directors for
-   reasonable cause, with thirty (30) days’ notice to the OCI Members before
-   taking effect.
+a. This Charter may be amended by a TOB decision using the process outlined in
+   Section 6 (n) of this Charter, subject to veto by The Linux Foundation Board
+   of Directors for reasonable cause, with thirty (30) days’ notice to the OCI
+   Members before taking effect.
 
 b. A Member may resign within such thirty-day notice period, or within the
    period provided for in Section 8 (d) of this Charter, to avoid undertaking