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Foundation Structure: An Alternative

 

 

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jbryce at rackspace

Mar 11, 2012, 2:11 PM

Post #26 of 38 (535 views)
Permalink
Foundation Structure: An Alternative [In reply to]

On Mar 11, 2012, at 9:38 AM, Mark McLoughlin wrote:
> In the proposed structure, the Foundation is ultimately in complete
> control of the project just as Rackspace is now. It is not analogous to
> the separation between Linux project governance (i.e. Linus) and its
> evangelism (i.e. the Linux Foundation).

If you look at the structure document, yes, the Board has ultimate legal authority, but the Technical Committee is independent and can change its structure and policies on it's own. We don't explicitly lay it out in the Structure summary (other than saying Governance is one of the policies that would require a 70% supermajority to change), but as we move into drafting the details of Bylaws, I'd suggest we put process protections in place that would set a very high bar for any of those changes to be made. Alice King has already had some thoughts around this and other process details that will need to be in the Bylaws. I don't think it requires two completely separate organizations if the proper protections are in place. Ultimately we are one community (almost all the largest code contributors all work for companies who are also the largest funders and sponsors of community activities), and as you pointed out the combined effect has been pretty powerful to date and I wouldn't want to lose what's working as we transition.

Jonathan.


thierry at openstack

Mar 12, 2012, 2:45 AM

Post #27 of 38 (537 views)
Permalink
Foundation Structure: An Alternative [In reply to]

Boris Renski Jr. wrote:
> While I like the simplicity and elegance of the newly proposed
> structure, I don?t see how it does away with the evils of the
> pay-to-play model?. Which is what you purport we are striving to
> achieve. What you, Josh, proposed is a simplified pay-to-play that
> arguably embraces the evils for the ?market driven selfishness? in an
> even more obvious way than the model before it. In your case, all the
> seats are simply purchased for a fixed price of $200K.

Right, any pay-to-play model will create a threshold effect, and Josh's
proposal is just lowering the price to pay to get a reserved board seat
to something that a company like Piston Cloud can pay. Since a lot of
the 156 companies "supporting" OpenStack can afford such a price tag,
you end up with a board containing too many directors.

> [...] So far the line between technology and marketing been well
> maintained. The bottom line is that a) technical committee must be
> elected and driven by meritocracy; b) foundation board should have
> virtually no influence (which is the case in the current structure) on
> the technical committee. Everything else is noise.

I tend to agree with that, which is why I focused on the Technical
Committee structure.

> Once we accept this, the question of structuring the board really
> becomes the question of how does one raise the maximum amount of money
> to continue to have a centralized body with a mission to evangelize the
> project. You can structure it by tiers to let the bigger guys pay more
> and get a bigger logo on the homepage. You can do a flat structure like
> Josh proposed. You can auction off the board seats etc.

I see four models for this:

All individual seats: All board seats are elected, you get one vote for
every foundation member. Sponsoring is done separately. This is likely
to raise the smallest amount of money, and the problem remains at
another level: "what is a foundation member ?".

Tiered structure: this is the current proposal, which is well balanced.
The only issue is that the board grows by 3 people when (if) a strategic
member is added.

Single-price: this is Josh's proposal, but I think it will result in a
board that is too big and unable to function.

Pay-to-vote: you have two classes: corporate seats and individual seats.
Individual members elect the individual seats (which represent 25-33% of
the total). Corporate seats are also all elected and corporations get a
vote for every ?$ they put in. One drawback is that large corporations
which are no longer guaranteed of getting a board seat will probably pay
less under this model.

Personally, I tend to prefer models that effectively prevent the board
from growing uncontrollably.

--
Thierry Carrez (ttx)
Release Manager, OpenStack


dallas at dreamhost

Mar 12, 2012, 11:06 AM

Post #28 of 38 (546 views)
Permalink
Foundation Structure: An Alternative [In reply to]

On Mar 12, 2012, at 2:45 AM, Thierry Carrez wrote:

> Boris Renski Jr. wrote:
>> While I like the simplicity and elegance of the newly proposed
>> structure, I don?t see how it does away with the evils of the
>> pay-to-play model?. Which is what you purport we are striving to
>> achieve. What you, Josh, proposed is a simplified pay-to-play that
>> arguably embraces the evils for the ?market driven selfishness? in an
>> even more obvious way than the model before it. In your case, all the
>> seats are simply purchased for a fixed price of $200K.
>
> Right, any pay-to-play model will create a threshold effect, and Josh's
> proposal is just lowering the price to pay to get a reserved board seat
> to something that a company like Piston Cloud can pay. Since a lot of
> the 156 companies "supporting" OpenStack can afford such a price tag,
> you end up with a board containing too many directors.

This is something I was wondering about myself. Would there be a limit on the number of directors under Josh's proposal?


>> Once we accept this, the question of structuring the board really
>> becomes the question of how does one raise the maximum amount of money
>> to continue to have a centralized body with a mission to evangelize the
>> project. You can structure it by tiers to let the bigger guys pay more
>> and get a bigger logo on the homepage. You can do a flat structure like
>> Josh proposed. You can auction off the board seats etc.
>
> I see four models for this:
>
> All individual seats: All board seats are elected, you get one vote for
> every foundation member. Sponsoring is done separately. This is likely
> to raise the smallest amount of money, and the problem remains at
> another level: "what is a foundation member ?".

I agree that this model is likely to raise the smallest amount of money.

>
> Tiered structure: this is the current proposal, which is well balanced.
> The only issue is that the board grows by 3 people when (if) a strategic
> member is added.

This is another thing I was wondering about. Will there be a limit on the number of strategic members? I don't see the foundation wanting to turn away someone waving money around, but then you have to deal with board growth.


> Single-price: this is Josh's proposal, but I think it will result in a
> board that is too big and unable to function.

>
> Pay-to-vote: you have two classes: corporate seats and individual seats.
> Individual members elect the individual seats (which represent 25-33% of
> the total). Corporate seats are also all elected and corporations get a
> vote for every ?$ they put in. One drawback is that large corporations
> which are no longer guaranteed of getting a board seat will probably pay
> less under this model.

Also agreed that large corporations will likely pay less without a guaranteed board seat.


We've been watching this conversation with much interest over the last couple of days at DreamHost. Its great to see so many smart people who clearly care a great deal about this project and the foundation!

I've been personally wrestling with this balance of fundraising vs the best leadership for the foundation. I think ultimately the best leadership would be the meritocratic approach insulated from the money side of things, but I also see a lot of value in the financial stability provided by larger companies committing to a significant amount of funding over the longer term.


One additional question I've been pondering relates to both the "Single-price" and "Tiered structure" models as Thierry referred to them here. If you do put limits on total board seats (and thus total foundation membership), what do you do if there are more companies interested in membership than you have spots available? Do companies get turned away and if they do, what process is used to figure out who is in and who is out (in the voice of Heidi Klum).


>
> Personally, I tend to prefer models that effectively prevent the board
> from growing uncontrollably.

Agreed.



- Dallas

--
Co-Founder, DreamHost
dallas at dreamhost.com


seanrob at yahoo-inc

Mar 12, 2012, 11:55 AM

Post #29 of 38 (533 views)
Permalink
Foundation Structure: An Alternative [In reply to]

How about as many companies that want to contribute annually $100K to running the foundation separate from marketing and sponsorship, can do so. Each company or a self-affiliated block of companies can put forward their board candidate. The companies that contributed to the board can then vote on 2/3 of the overall board membership. The 8 candidates with the largest number of votes are board members for one year. The user community would still have 1/3 of the board seats to elect 4 people of note. The board membership would be limited to 12 people. This way, all the committees and boards will be elected.
A board membership code of conduct will be very important in this situation, as to protect the community from some companies up to mischief.

BTW, I see no reason to dirty the good name of Heidi Klum by dragging her into this.
sean
roberts

infrastructure strategy

seanrob at yahoo-inc.com<applewebdata://2E35986A-DC2A-436F-BB4A-C451982006C2/seanrob at yahoo-inc.com>
direct 408-349-5234 mobile 925-980-4729

701 first avenue, sunnyvale, ca, 94089-0703, us
phone (408) 349 3300 fax (408) 349 3301



On 3/12/12 11:06 AM, "Dallas Kashuba" <dallas at dreamhost.com<mailto:dallas at dreamhost.com>> wrote:


On Mar 12, 2012, at 2:45 AM, Thierry Carrez wrote:

Boris Renski Jr. wrote:
While I like the simplicity and elegance of the newly proposed
structure, I don?t see how it does away with the evils of the
pay-to-play model?. Which is what you purport we are striving to
achieve. What you, Josh, proposed is a simplified pay-to-play that
arguably embraces the evils for the ?market driven selfishness? in an
even more obvious way than the model before it. In your case, all the
seats are simply purchased for a fixed price of $200K.
Right, any pay-to-play model will create a threshold effect, and Josh's
proposal is just lowering the price to pay to get a reserved board seat
to something that a company like Piston Cloud can pay. Since a lot of
the 156 companies "supporting" OpenStack can afford such a price tag,
you end up with a board containing too many directors.

This is something I was wondering about myself. Would there be a limit on the number of directors under Josh's proposal?


Once we accept this, the question of structuring the board really
becomes the question of how does one raise the maximum amount of money
to continue to have a centralized body with a mission to evangelize the
project. You can structure it by tiers to let the bigger guys pay more
and get a bigger logo on the homepage. You can do a flat structure like
Josh proposed. You can auction off the board seats etc.
I see four models for this:
All individual seats: All board seats are elected, you get one vote for
every foundation member. Sponsoring is done separately. This is likely
to raise the smallest amount of money, and the problem remains at
another level: "what is a foundation member ?".

I agree that this model is likely to raise the smallest amount of money.

Tiered structure: this is the current proposal, which is well balanced.
The only issue is that the board grows by 3 people when (if) a strategic
member is added.

This is another thing I was wondering about. Will there be a limit on the number of strategic members? I don't see the foundation wanting to turn away someone waving money around, but then you have to deal with board growth.


Single-price: this is Josh's proposal, but I think it will result in a
board that is too big and unable to function.

Pay-to-vote: you have two classes: corporate seats and individual seats.
Individual members elect the individual seats (which represent 25-33% of
the total). Corporate seats are also all elected and corporations get a
vote for every ?$ they put in. One drawback is that large corporations
which are no longer guaranteed of getting a board seat will probably pay
less under this model.

Also agreed that large corporations will likely pay less without a guaranteed board seat.


We've been watching this conversation with much interest over the last couple of days at DreamHost. Its great to see so many smart people who clearly care a great deal about this project and the foundation!

I've been personally wrestling with this balance of fundraising vs the best leadership for the foundation. I think ultimately the best leadership would be the meritocratic approach insulated from the money side of things, but I also see a lot of value in the financial stability provided by larger companies committing to a significant amount of funding over the longer term.


One additional question I've been pondering relates to both the "Single-price" and "Tiered structure" models as Thierry referred to them here. If you do put limits on total board seats (and thus total foundation membership), what do you do if there are more companies interested in membership than you have spots available? Do companies get turned away and if they do, what process is used to figure out who is in and who is out (in the voice of Heidi Klum).


Personally, I tend to prefer models that effectively prevent the board
from growing uncontrollably.

Agreed.



- Dallas

--
Co-Founder, DreamHost
dallas at dreamhost.com<mailto:dallas at dreamhost.com>





_______________________________________________
Foundation mailing list
Foundation at lists.openstack.org<mailto:Foundation at lists.openstack.org>
http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation

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joshua at pistoncloud

Mar 12, 2012, 2:44 PM

Post #30 of 38 (548 views)
Permalink
Foundation Structure: An Alternative [In reply to]

In much the same way we?re struggling with creating a reasonably sized board that?s a fair representation of both the diversity of the (producer and consumer) community, and the investments of its sponsors, it feels like we?re also struggling to identify the key stakeholders in actually forming the foundation and a process to make a decision around the foundation structure.

At the risk of offending the larger organizations involved, what about adopting the same format that we employed in the FITS Working Group and limit planning committee representation to two representatives from each organization? If, as in the case of Rackspace, the organization itself holds individuals with a diverse set of opinions, then we would hope that the two representatives could be selected to adequately capture such diversity.

As a second control, what about limiting the debate to representatives from organizations that are willing to commit (or have already demonstrated) to a minimum of one (1) full-time-equivalent dedicated to OpenStack contributions? This could include not just code contributions, but docs, bugs and localization. However, it would not include directly-commercial activities like training, installation or proprietary extensions.

Finally, I?d like to second Sean Roberts? proposal for a face-to-face meeting, with enough time given to resolve and move forward on the key items of debate. I?m willing to travel if needed, although perhaps we could use a survey or some other method of self-reporting to gather the participants and select a venue.

--
Joshua McKenty, CEO
Piston Cloud Computing, Inc.
w: (650) 24-CLOUD
m: (650) 283-6846
http://www.pistoncloud.com

"Oh, Westley, we'll never survive!"
"Nonsense. You're only saying that because no one ever has."


On Monday, March 12, 2012 at 11:55 AM, Sean Roberts wrote:

> How about as many companies that want to contribute annually $100K to running the foundation separate from marketing and sponsorship, can do so. Each company or a self-affiliated block of companies can put forward their board candidate. The companies that contributed to the board can then vote on 2/3 of the overall board membership. The 8 candidates with the largest number of votes are board members for one year. The user community would still have 1/3 of the board seats to elect 4 people of note. The board membership would be limited to 12 people. This way, all the committees and boards will be elected.
> A board membership code of conduct will be very important in this situation, as to protect the community from some companies up to mischief.
>
> BTW, I see no reason to dirty the good name of Heidi Klum by dragging her into this.
> sean
> roberts
>
> infrastructure strategy
>
> seanrob at yahoo-inc.com (applewebdata://2E35986A-DC2A-436F-BB4A-C451982006C2/seanrob at yahoo-inc.com)
> direct 408-349-5234 mobile 925-980-4729
>
> 701 first avenue, sunnyvale, ca, 94089-0703, us
> phone (408) 349 3300 fax (408) 349 3301
>
>
>
> On 3/12/12 11:06 AM, "Dallas Kashuba" <dallas at dreamhost.com (mailto:dallas at dreamhost.com)> wrote:
>
> >
> > On Mar 12, 2012, at 2:45 AM, Thierry Carrez wrote:
> >
> > > Boris Renski Jr. wrote:
> > > > While I like the simplicity and elegance of the newly proposed
> > > > structure, I don?t see how it does away with the evils of the
> > > > pay-to-play model?. Which is what you purport we are striving to
> > > > achieve. What you, Josh, proposed is a simplified pay-to-play that
> > > > arguably embraces the evils for the ?market driven selfishness? in an
> > > > even more obvious way than the model before it. In your case, all the
> > > > seats are simply purchased for a fixed price of $200K.
> > > >
> > >
> > >
> > > Right, any pay-to-play model will create a threshold effect, and Josh's
> > > proposal is just lowering the price to pay to get a reserved board seat
> > > to something that a company like Piston Cloud can pay. Since a lot of
> > > the 156 companies "supporting" OpenStack can afford such a price tag,
> > > you end up with a board containing too many directors.
> > >
> >
> >
> > This is something I was wondering about myself. Would there be a limit on the number of directors under Josh's proposal?
> >
> >
> > > > Once we accept this, the question of structuring the board really
> > > > becomes the question of how does one raise the maximum amount of money
> > > > to continue to have a centralized body with a mission to evangelize the
> > > > project. You can structure it by tiers to let the bigger guys pay more
> > > > and get a bigger logo on the homepage. You can do a flat structure like
> > > > Josh proposed. You can auction off the board seats etc.
> > > >
> > >
> > >
> > > I see four models for this:
> > >
> > > All individual seats: All board seats are elected, you get one vote for
> > > every foundation member. Sponsoring is done separately. This is likely
> > > to raise the smallest amount of money, and the problem remains at
> > > another level: "what is a foundation member ?".
> > >
> >
> >
> > I agree that this model is likely to raise the smallest amount of money.
> >
> > > Tiered structure: this is the current proposal, which is well balanced.
> > > The only issue is that the board grows by 3 people when (if) a strategic
> > > member is added.
> > >
> >
> >
> > This is another thing I was wondering about. Will there be a limit on the number of strategic members? I don't see the foundation wanting to turn away someone waving money around, but then you have to deal with board growth.
> >
> >
> > > Single-price: this is Josh's proposal, but I think it will result in a
> > > board that is too big and unable to function.
> > >
> >
> >
> > > Pay-to-vote: you have two classes: corporate seats and individual seats.
> > > Individual members elect the individual seats (which represent 25-33% of
> > > the total). Corporate seats are also all elected and corporations get a
> > > vote for every ?$ they put in. One drawback is that large corporations
> > > which are no longer guaranteed of getting a board seat will probably pay
> > > less under this model.
> > >
> >
> >
> > Also agreed that large corporations will likely pay less without a guaranteed board seat.
> >
> >
> > We've been watching this conversation with much interest over the last couple of days at DreamHost. Its great to see so many smart people who clearly care a great deal about this project and the foundation!
> >
> > I've been personally wrestling with this balance of fundraising vs the best leadership for the foundation. I think ultimately the best leadership would be the meritocratic approach insulated from the money side of things, but I also see a lot of value in the financial stability provided by larger companies committing to a significant amount of funding over the longer term.
> >
> >
> > One additional question I've been pondering relates to both the "Single-price" and "Tiered structure" models as Thierry referred to them here. If you do put limits on total board seats (and thus total foundation membership), what do you do if there are more companies interested in membership than you have spots available? Do companies get turned away and if they do, what process is used to figure out who is in and who is out (in the voice of Heidi Klum).
> >
> >
> > > Personally, I tend to prefer models that effectively prevent the board
> > > from growing uncontrollably.
> > >
> >
> >
> > Agreed.
> >
> >
> >
> > - Dallas
> >
> > --
> > Co-Founder, DreamHost
> > dallas at dreamhost.com (mailto:dallas at dreamhost.com)
> >
> >
> >
> >
> >
> > _______________________________________________
> > Foundation mailing list
> > Foundation at lists.openstack.org (mailto:Foundation at lists.openstack.org)
> > http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
> >
> _______________________________________________
> Foundation mailing list
> Foundation at lists.openstack.org (mailto:Foundation at lists.openstack.org)
> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
>
>


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joshua at pistoncloud

Mar 12, 2012, 3:39 PM

Post #31 of 38 (540 views)
Permalink
Foundation Structure: An Alternative [In reply to]

I'm on the look-out for emergent points of consensus, and I think I see one - Sean, you highlighted a 12-member board as being a target, and Dallas mentioned a concern about keeping the board a manageable size as well. Setting aside for a moment the composition (user seats, dev seats, tiered corporate seats vs. all elected, etc) - is a 12-seat board the target?

A second question - how would you define a self-affiliated block of companies? I can imagine throwing my vote behind a shared candidate, but would I have the right to pull support during their term, or would I need to wait for the next election? Can we have a vote of no-confidence for such a representative? (I suppose we could always draft a side letter, but I'm hoping for a general-purpose solution).

Heidi's name is dirty enough as it is.

--
Joshua McKenty, CEO
Piston Cloud Computing, Inc.
w: (650) 24-CLOUD
m: (650) 283-6846
http://www.pistoncloud.com

"Oh, Westley, we'll never survive!"
"Nonsense. You're only saying that because no one ever has."


On Monday, March 12, 2012 at 11:55 AM, Sean Roberts wrote:

> How about as many companies that want to contribute annually $100K to running the foundation separate from marketing and sponsorship, can do so. Each company or a self-affiliated block of companies can put forward their board candidate. The companies that contributed to the board can then vote on 2/3 of the overall board membership. The 8 candidates with the largest number of votes are board members for one year. The user community would still have 1/3 of the board seats to elect 4 people of note. The board membership would be limited to 12 people. This way, all the committees and boards will be elected.
> A board membership code of conduct will be very important in this situation, as to protect the community from some companies up to mischief.
>
> BTW, I see no reason to dirty the good name of Heidi Klum by dragging her into this.
> sean
> roberts
>
> infrastructure strategy
>
> seanrob at yahoo-inc.com (applewebdata://2E35986A-DC2A-436F-BB4A-C451982006C2/seanrob at yahoo-inc.com)
> direct 408-349-5234 mobile 925-980-4729
>
> 701 first avenue, sunnyvale, ca, 94089-0703, us
> phone (408) 349 3300 fax (408) 349 3301
>
>
>
> On 3/12/12 11:06 AM, "Dallas Kashuba" <dallas at dreamhost.com (mailto:dallas at dreamhost.com)> wrote:
>
> >
> > On Mar 12, 2012, at 2:45 AM, Thierry Carrez wrote:
> >
> > > Boris Renski Jr. wrote:
> > > > While I like the simplicity and elegance of the newly proposed
> > > > structure, I don?t see how it does away with the evils of the
> > > > pay-to-play model?. Which is what you purport we are striving to
> > > > achieve. What you, Josh, proposed is a simplified pay-to-play that
> > > > arguably embraces the evils for the ?market driven selfishness? in an
> > > > even more obvious way than the model before it. In your case, all the
> > > > seats are simply purchased for a fixed price of $200K.
> > > >
> > >
> > >
> > > Right, any pay-to-play model will create a threshold effect, and Josh's
> > > proposal is just lowering the price to pay to get a reserved board seat
> > > to something that a company like Piston Cloud can pay. Since a lot of
> > > the 156 companies "supporting" OpenStack can afford such a price tag,
> > > you end up with a board containing too many directors.
> > >
> >
> >
> > This is something I was wondering about myself. Would there be a limit on the number of directors under Josh's proposal?
> >
> >
> > > > Once we accept this, the question of structuring the board really
> > > > becomes the question of how does one raise the maximum amount of money
> > > > to continue to have a centralized body with a mission to evangelize the
> > > > project. You can structure it by tiers to let the bigger guys pay more
> > > > and get a bigger logo on the homepage. You can do a flat structure like
> > > > Josh proposed. You can auction off the board seats etc.
> > > >
> > >
> > >
> > > I see four models for this:
> > >
> > > All individual seats: All board seats are elected, you get one vote for
> > > every foundation member. Sponsoring is done separately. This is likely
> > > to raise the smallest amount of money, and the problem remains at
> > > another level: "what is a foundation member ?".
> > >
> >
> >
> > I agree that this model is likely to raise the smallest amount of money.
> >
> > > Tiered structure: this is the current proposal, which is well balanced.
> > > The only issue is that the board grows by 3 people when (if) a strategic
> > > member is added.
> > >
> >
> >
> > This is another thing I was wondering about. Will there be a limit on the number of strategic members? I don't see the foundation wanting to turn away someone waving money around, but then you have to deal with board growth.
> >
> >
> > > Single-price: this is Josh's proposal, but I think it will result in a
> > > board that is too big and unable to function.
> > >
> >
> >
> > > Pay-to-vote: you have two classes: corporate seats and individual seats.
> > > Individual members elect the individual seats (which represent 25-33% of
> > > the total). Corporate seats are also all elected and corporations get a
> > > vote for every ?$ they put in. One drawback is that large corporations
> > > which are no longer guaranteed of getting a board seat will probably pay
> > > less under this model.
> > >
> >
> >
> > Also agreed that large corporations will likely pay less without a guaranteed board seat.
> >
> >
> > We've been watching this conversation with much interest over the last couple of days at DreamHost. Its great to see so many smart people who clearly care a great deal about this project and the foundation!
> >
> > I've been personally wrestling with this balance of fundraising vs the best leadership for the foundation. I think ultimately the best leadership would be the meritocratic approach insulated from the money side of things, but I also see a lot of value in the financial stability provided by larger companies committing to a significant amount of funding over the longer term.
> >
> >
> > One additional question I've been pondering relates to both the "Single-price" and "Tiered structure" models as Thierry referred to them here. If you do put limits on total board seats (and thus total foundation membership), what do you do if there are more companies interested in membership than you have spots available? Do companies get turned away and if they do, what process is used to figure out who is in and who is out (in the voice of Heidi Klum).
> >
> >
> > > Personally, I tend to prefer models that effectively prevent the board
> > > from growing uncontrollably.
> > >
> >
> >
> > Agreed.
> >
> >
> >
> > - Dallas
> >
> > --
> > Co-Founder, DreamHost
> > dallas at dreamhost.com (mailto:dallas at dreamhost.com)
> >
> >
> >
> >
> >
> > _______________________________________________
> > Foundation mailing list
> > Foundation at lists.openstack.org (mailto:Foundation at lists.openstack.org)
> > http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
> >
> _______________________________________________
> Foundation mailing list
> Foundation at lists.openstack.org (mailto:Foundation at lists.openstack.org)
> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
>
>


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seanrob at yahoo-inc

Mar 12, 2012, 4:03 PM

Post #32 of 38 (534 views)
Permalink
Foundation Structure: An Alternative [In reply to]

Ah, right. You are referring to a more parliamentary structure, where the membership of the board would be based on annual schedule and if a vote of no confidence is taken. I guess that could work, if that was what you meant. I would want a minimum of 6 months or so term as to keep the board from see sawing back and forth. We would want a high bar for the no confidence vote as well.
I like having 9-12 people max in a meeting as a general rule. 20 generally means either a few speak or chaos.
sean
roberts

infrastructure strategy

seanrob at yahoo-inc.com<applewebdata://2E35986A-DC2A-436F-BB4A-C451982006C2/seanrob at yahoo-inc.com>
direct 408-349-5234 mobile 925-980-4729

701 first avenue, sunnyvale, ca, 94089-0703, us
phone (408) 349 3300 fax (408) 349 3301



On 3/12/12 3:39 PM, "Joshua McKenty" <joshua at pistoncloud.com<mailto:joshua at pistoncloud.com>> wrote:

I'm on the look-out for emergent points of consensus, and I think I see one - Sean, you highlighted a 12-member board as being a target, and Dallas mentioned a concern about keeping the board a manageable size as well. Setting aside for a moment the composition (user seats, dev seats, tiered corporate seats vs. all elected, etc) - is a 12-seat board the target?

A second question - how would you define a self-affiliated block of companies? I can imagine throwing my vote behind a shared candidate, but would I have the right to pull support during their term, or would I need to wait for the next election? Can we have a vote of no-confidence for such a representative? (I suppose we could always draft a side letter, but I'm hoping for a general-purpose solution).

Heidi's name is dirty enough as it is.

--
Joshua McKenty, CEO
Piston Cloud Computing, Inc.
w: (650) 24-CLOUD
m: (650) 283-6846
http://www.pistoncloud.com

"Oh, Westley, we'll never survive!"
"Nonsense. You're only saying that because no one ever has."


On Monday, March 12, 2012 at 11:55 AM, Sean Roberts wrote:

How about as many companies that want to contribute annually $100K to running the foundation separate from marketing and sponsorship, can do so. Each company or a self-affiliated block of companies can put forward their board candidate. The companies that contributed to the board can then vote on 2/3 of the overall board membership. The 8 candidates with the largest number of votes are board members for one year. The user community would still have 1/3 of the board seats to elect 4 people of note. The board membership would be limited to 12 people. This way, all the committees and boards will be elected.
A board membership code of conduct will be very important in this situation, as to protect the community from some companies up to mischief.

BTW, I see no reason to dirty the good name of Heidi Klum by dragging her into this.
sean
roberts

infrastructure strategy

seanrob at yahoo-inc.com<applewebdata://2E35986A-DC2A-436F-BB4A-C451982006C2/seanrob at yahoo-inc.com>
direct 408-349-5234 mobile 925-980-4729

701 first avenue, sunnyvale, ca, 94089-0703, us
phone (408) 349 3300 fax (408) 349 3301



On 3/12/12 11:06 AM, "Dallas Kashuba" <dallas at dreamhost.com<mailto:dallas at dreamhost.com>> wrote:


On Mar 12, 2012, at 2:45 AM, Thierry Carrez wrote:

Boris Renski Jr. wrote:
While I like the simplicity and elegance of the newly proposed
structure, I don?t see how it does away with the evils of the
pay-to-play model?. Which is what you purport we are striving to
achieve. What you, Josh, proposed is a simplified pay-to-play that
arguably embraces the evils for the ?market driven selfishness? in an
even more obvious way than the model before it. In your case, all the
seats are simply purchased for a fixed price of $200K.
Right, any pay-to-play model will create a threshold effect, and Josh's
proposal is just lowering the price to pay to get a reserved board seat
to something that a company like Piston Cloud can pay. Since a lot of
the 156 companies "supporting" OpenStack can afford such a price tag,
you end up with a board containing too many directors.

This is something I was wondering about myself. Would there be a limit on the number of directors under Josh's proposal?


Once we accept this, the question of structuring the board really
becomes the question of how does one raise the maximum amount of money
to continue to have a centralized body with a mission to evangelize the
project. You can structure it by tiers to let the bigger guys pay more
and get a bigger logo on the homepage. You can do a flat structure like
Josh proposed. You can auction off the board seats etc.
I see four models for this:
All individual seats: All board seats are elected, you get one vote for
every foundation member. Sponsoring is done separately. This is likely
to raise the smallest amount of money, and the problem remains at
another level: "what is a foundation member ?".

I agree that this model is likely to raise the smallest amount of money.

Tiered structure: this is the current proposal, which is well balanced.
The only issue is that the board grows by 3 people when (if) a strategic
member is added.

This is another thing I was wondering about. Will there be a limit on the number of strategic members? I don't see the foundation wanting to turn away someone waving money around, but then you have to deal with board growth.


Single-price: this is Josh's proposal, but I think it will result in a
board that is too big and unable to function.

Pay-to-vote: you have two classes: corporate seats and individual seats.
Individual members elect the individual seats (which represent 25-33% of
the total). Corporate seats are also all elected and corporations get a
vote for every ?$ they put in. One drawback is that large corporations
which are no longer guaranteed of getting a board seat will probably pay
less under this model.

Also agreed that large corporations will likely pay less without a guaranteed board seat.


We've been watching this conversation with much interest over the last couple of days at DreamHost. Its great to see so many smart people who clearly care a great deal about this project and the foundation!

I've been personally wrestling with this balance of fundraising vs the best leadership for the foundation. I think ultimately the best leadership would be the meritocratic approach insulated from the money side of things, but I also see a lot of value in the financial stability provided by larger companies committing to a significant amount of funding over the longer term.


One additional question I've been pondering relates to both the "Single-price" and "Tiered structure" models as Thierry referred to them here. If you do put limits on total board seats (and thus total foundation membership), what do you do if there are more companies interested in membership than you have spots available? Do companies get turned away and if they do, what process is used to figure out who is in and who is out (in the voice of Heidi Klum).


Personally, I tend to prefer models that effectively prevent the board
from growing uncontrollably.

Agreed.



- Dallas

--
Co-Founder, DreamHost
dallas at dreamhost.com<mailto:dallas at dreamhost.com>





_______________________________________________
Foundation mailing list
Foundation at lists.openstack.org<mailto:Foundation at lists.openstack.org>
http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation

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dave at neary-consulting

Mar 13, 2012, 3:52 AM

Post #33 of 38 (535 views)
Permalink
Foundation Structure: An Alternative [In reply to]

Hi,

On 03/12/2012 07:06 PM, Dallas Kashuba wrote:
> On Mar 12, 2012, at 2:45 AM, Thierry Carrez wrote:
>> Tiered structure: this is the current proposal, which is well balanced.
>> The only issue is that the board grows by 3 people when (if) a strategic
>> member is added.

One board member per highest-paying sponsor is better than 3, I think.

> This is another thing I was wondering about. Will there be a limit on the number of strategic members? I don't see the foundation wanting to turn away someone waving money around, but then you have to deal with board growth.

What the Linux Foundation does is have a maximum number of Platinum
member board seats - once there are more than 10 Platinum sponsors,
there are annual elections for the 10 Platinum board seats, and someone
misses out.

Similarly, for Gold and Silver member seats, there are annual elections
to elect 3 of the 16 Gold members and 1 of the 120 or so Silver members
to the board. And so on for the other board seats.

>> Pay-to-vote: you have two classes: corporate seats and individual seats.
>> Individual members elect the individual seats (which represent 25-33% of
>> the total). Corporate seats are also all elected and corporations get a
>> vote for every ?$ they put in. One drawback is that large corporations
>> which are no longer guaranteed of getting a board seat will probably pay
>> less under this model.
>
> Also agreed that large corporations will likely pay less without a guaranteed board seat.

That all depends on the value the foundation is offering - and that's an
important question. If big corporations will pay less without a
guaranteed board seat, that means that being on the board is important.
Why? And if that's the case, why would anyone pay to be an associate
member, where they're very unlikely to get on the board? I'd like to
think that the Foundation will provide value to its members above and
beyond providing board seats.

Cheers,
Dave.

--
Dave Neary
Neary Consulting - http://www.neary-consulting.com
Tel: +33 982 382 735
Cell: +33 677 019 213


thierry at openstack

Mar 13, 2012, 4:28 AM

Post #34 of 38 (535 views)
Permalink
Foundation Structure: An Alternative [In reply to]

Dave Neary wrote:
> On 03/12/2012 07:06 PM, Dallas Kashuba wrote:
>> On Mar 12, 2012, at 2:45 AM, Thierry Carrez wrote:
>>> Tiered structure: this is the current proposal, which is well balanced.
>>> The only issue is that the board grows by 3 people when (if) a strategic
>>> member is added.
>
> One board member per highest-paying sponsor is better than 3, I think.

Actually in the current proposal, it's already one board member per
highest-paying sponsor. But that class represents exactly one third of
the board. So if you grow that class, you need to grow the other classes
too... Hence the board globally growing by 3 people every time you add a
highest-paying sponsor seat.

> What the Linux Foundation does is have a maximum number of Platinum member board seats - once there are more than 10 Platinum sponsors, there are annual elections for the 10 Platinum board seats, and someone misses out.

I agree that limiting the number of platinum class seats (and force them
to run elections in case the number further grows) is a good way to
limit the board size in a tiered structure. That sounds like a balanced
trade-off.

Cheers,

--
Thierry Carrez (ttx)
Release Manager, OpenStack


jonathan at openstack

Mar 13, 2012, 8:58 AM

Post #35 of 38 (544 views)
Permalink
Foundation Structure: An Alternative [In reply to]

In the wiki, we had laid out a target of the 1/3's being 4-5 members, so that puts the target in 12-15 range. I think it's a reasonable size that allows broad representation. I agree with Sean 20+ begins to be less effective.

In the current proposal with the Affiliate Member class, I'd imagine that some of the similar affiliate organizations would likely work together to support candidates that they feel will represent their interests. When it comes to something like a vote of no confidence who would make the vote? The entire member class? I think it would get overly complicated to try to set up some set of official blocs within a class that might change every year with each election cycle.

Jonathan


On Mar 12, 2012, at 6:03 PM, Sean Roberts wrote:

> Ah, right. You are referring to a more parliamentary structure, where the membership of the board would be based on annual schedule and if a vote of no confidence is taken. I guess that could work, if that was what you meant. I would want a minimum of 6 months or so term as to keep the board from see sawing back and forth. We would want a high bar for the no confidence vote as well.
> I like having 9-12 people max in a meeting as a general rule. 20 generally means either a few speak or chaos.
> sean
> roberts
>
> infrastructure strategy
>
> seanrob at yahoo-inc.com
> direct 408-349-5234 mobile 925-980-4729
>
> 701 first avenue, sunnyvale, ca, 94089-0703, us
> phone (408) 349 3300 fax (408) 349 3301
>
>
>
> On 3/12/12 3:39 PM, "Joshua McKenty" <joshua at pistoncloud.com> wrote:
>
>> I'm on the look-out for emergent points of consensus, and I think I see one - Sean, you highlighted a 12-member board as being a target, and Dallas mentioned a concern about keeping the board a manageable size as well. Setting aside for a moment the composition (user seats, dev seats, tiered corporate seats vs. all elected, etc) - is a 12-seat board the target?
>>
>> A second question - how would you define a self-affiliated block of companies? I can imagine throwing my vote behind a shared candidate, but would I have the right to pull support during their term, or would I need to wait for the next election? Can we have a vote of no-confidence for such a representative? (I suppose we could always draft a side letter, but I'm hoping for a general-purpose solution).
>>
>> Heidi's name is dirty enough as it is.
>>
>> --
>> Joshua McKenty, CEO
>> Piston Cloud Computing, Inc.
>> w: (650) 24-CLOUD
>> m: (650) 283-6846
>> http://www.pistoncloud.com
>>
>> "Oh, Westley, we'll never survive!"
>> "Nonsense. You're only saying that because no one ever has."
>>
>> On Monday, March 12, 2012 at 11:55 AM, Sean Roberts wrote:
>>
>>> How about as many companies that want to contribute annually $100K to running the foundation separate from marketing and sponsorship, can do so. Each company or a self-affiliated block of companies can put forward their board candidate. The companies that contributed to the board can then vote on 2/3 of the overall board membership. The 8 candidates with the largest number of votes are board members for one year. The user community would still have 1/3 of the board seats to elect 4 people of note. The board membership would be limited to 12 people. This way, all the committees and boards will be elected.
>>> A board membership code of conduct will be very important in this situation, as to protect the community from some companies up to mischief.
>>>
>>> BTW, I see no reason to dirty the good name of Heidi Klum by dragging her into this.
>>> sean
>>> roberts
>>>
>>> infrastructure strategy
>>>
>>> seanrob at yahoo-inc.com
>>> direct 408-349-5234 mobile 925-980-4729
>>>
>>> 701 first avenue, sunnyvale, ca, 94089-0703, us
>>> phone (408) 349 3300 fax (408) 349 3301
>>>
>>>
>>>
>>> On 3/12/12 11:06 AM, "Dallas Kashuba" <dallas at dreamhost.com> wrote:
>>>
>>>>
>>>> On Mar 12, 2012, at 2:45 AM, Thierry Carrez wrote:
>>>>
>>>>> Boris Renski Jr. wrote:
>>>>>> While I like the simplicity and elegance of the newly proposed
>>>>>> structure, I don?t see how it does away with the evils of the
>>>>>> pay-to-play model?. Which is what you purport we are striving to
>>>>>> achieve. What you, Josh, proposed is a simplified pay-to-play that
>>>>>> arguably embraces the evils for the ?market driven selfishness? in an
>>>>>> even more obvious way than the model before it. In your case, all the
>>>>>> seats are simply purchased for a fixed price of $200K.
>>>>> Right, any pay-to-play model will create a threshold effect, and Josh's
>>>>> proposal is just lowering the price to pay to get a reserved board seat
>>>>> to something that a company like Piston Cloud can pay. Since a lot of
>>>>> the 156 companies "supporting" OpenStack can afford such a price tag,
>>>>> you end up with a board containing too many directors.
>>>>
>>>> This is something I was wondering about myself. Would there be a limit on the number of directors under Josh's proposal?
>>>>
>>>>
>>>>>> Once we accept this, the question of structuring the board really
>>>>>> becomes the question of how does one raise the maximum amount of money
>>>>>> to continue to have a centralized body with a mission to evangelize the
>>>>>> project. You can structure it by tiers to let the bigger guys pay more
>>>>>> and get a bigger logo on the homepage. You can do a flat structure like
>>>>>> Josh proposed. You can auction off the board seats etc.
>>>>> I see four models for this:
>>>>> All individual seats: All board seats are elected, you get one vote for
>>>>> every foundation member. Sponsoring is done separately. This is likely
>>>>> to raise the smallest amount of money, and the problem remains at
>>>>> another level: "what is a foundation member ?".
>>>>
>>>> I agree that this model is likely to raise the smallest amount of money.
>>>>
>>>>> Tiered structure: this is the current proposal, which is well balanced.
>>>>> The only issue is that the board grows by 3 people when (if) a strategic
>>>>> member is added.
>>>>
>>>> This is another thing I was wondering about. Will there be a limit on the number of strategic members? I don't see the foundation wanting to turn away someone waving money around, but then you have to deal with board growth.
>>>>
>>>>
>>>>> Single-price: this is Josh's proposal, but I think it will result in a
>>>>> board that is too big and unable to function.
>>>>
>>>>> Pay-to-vote: you have two classes: corporate seats and individual seats.
>>>>> Individual members elect the individual seats (which represent 25-33% of
>>>>> the total). Corporate seats are also all elected and corporations get a
>>>>> vote for every ?$ they put in. One drawback is that large corporations
>>>>> which are no longer guaranteed of getting a board seat will probably pay
>>>>> less under this model.
>>>>
>>>> Also agreed that large corporations will likely pay less without a guaranteed board seat.
>>>>
>>>>
>>>> We've been watching this conversation with much interest over the last couple of days at DreamHost. Its great to see so many smart people who clearly care a great deal about this project and the foundation!
>>>>
>>>> I've been personally wrestling with this balance of fundraising vs the best leadership for the foundation. I think ultimately the best leadership would be the meritocratic approach insulated from the money side of things, but I also see a lot of value in the financial stability provided by larger companies committing to a significant amount of funding over the longer term.
>>>>
>>>>
>>>> One additional question I've been pondering relates to both the "Single-price" and "Tiered structure" models as Thierry referred to them here. If you do put limits on total board seats (and thus total foundation membership), what do you do if there are more companies interested in membership than you have spots available? Do companies get turned away and if they do, what process is used to figure out who is in and who is out (in the voice of Heidi Klum).
>>>>
>>>>
>>>>> Personally, I tend to prefer models that effectively prevent the board
>>>>> from growing uncontrollably.
>>>>
>>>> Agreed.
>>>>
>>>>
>>>>
>>>> - Dallas
>>>>
>>>> --
>>>> Co-Founder, DreamHost
>>>> dallas at dreamhost.com
>>>>
>>>>
>>>>
>>>>
>>>>
>>>> _______________________________________________
>>>> Foundation mailing list
>>>> Foundation at lists.openstack.org
>>>> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
>>>>
>>>
>>> _______________________________________________
>>> Foundation mailing list
>>> Foundation at lists.openstack.org
>>> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
>>
> _______________________________________________
> Foundation mailing list
> Foundation at lists.openstack.org
> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation

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jonathan at openstack

Mar 13, 2012, 9:05 AM

Post #36 of 38 (537 views)
Permalink
Foundation Structure: An Alternative [In reply to]

On Mar 13, 2012, at 6:28 AM, Thierry Carrez wrote:
> Dave Neary wrote:
>> What the Linux Foundation does is have a maximum number of Platinum member board seats - once there are more than 10 Platinum sponsors, there are annual elections for the 10 Platinum board seats, and someone misses out.
>
> I agree that limiting the number of platinum class seats (and force them
> to run elections in case the number further grows) is a good way to
> limit the board size in a tiered structure. That sounds like a balanced
> trade-off.

Putting a maximum on the size of each class is a good idea. As you pointed out, the current pricing in the proposal creates some natural limits on how many "Strategic" members there would be, but over the long term, putting in a cap and elections within the class will be a good way to control the overall size.


dallas at dreamhost

Mar 13, 2012, 11:19 AM

Post #37 of 38 (536 views)
Permalink
Foundation Structure: An Alternative [In reply to]

On Mar 13, 2012, at 3:52 AM, Dave Neary wrote:

> Hi,
>
> On 03/12/2012 07:06 PM, Dallas Kashuba wrote:
>> On Mar 12, 2012, at 2:45 AM, Thierry Carrez wrote:
>>> Tiered structure: this is the current proposal, which is well balanced.
>>> The only issue is that the board grows by 3 people when (if) a strategic
>>> member is added.
>
> One board member per highest-paying sponsor is better than 3, I think.
>
>> This is another thing I was wondering about. Will there be a limit on the number of strategic members? I don't see the foundation wanting to turn away someone waving money around, but then you have to deal with board growth.
>
> What the Linux Foundation does is have a maximum number of Platinum member board seats - once there are more than 10 Platinum sponsors, there are annual elections for the 10 Platinum board seats, and someone misses out.
>
> Similarly, for Gold and Silver member seats, there are annual elections to elect 3 of the 16 Gold members and 1 of the 120 or so Silver members to the board. And so on for the other board seats.

An approach like this sounds reasonable to me.


>
>>> Pay-to-vote: you have two classes: corporate seats and individual seats.
>>> Individual members elect the individual seats (which represent 25-33% of
>>> the total). Corporate seats are also all elected and corporations get a
>>> vote for every ?$ they put in. One drawback is that large corporations
>>> which are no longer guaranteed of getting a board seat will probably pay
>>> less under this model.
>>
>> Also agreed that large corporations will likely pay less without a guaranteed board seat.
>
> That all depends on the value the foundation is offering - and that's an important question. If big corporations will pay less without a guaranteed board seat, that means that being on the board is important. Why? And if that's the case, why would anyone pay to be an associate member, where they're very unlikely to get on the board? I'd like to think that the Foundation will provide value to its members above and beyond providing board seats.

I agree with this, but the Foundation doesn't yet exist and its value to any given company is not yet established. There's a lot of expectation of value, but no guarantee. If a company is asked to provide some money as an investment they will want to make sure they do everything they can to ensure that investment pays off. A board seat is the most tangible mechanism for that the Foundation has to offer currently.

After the Foundation has been established and has proven itself as a great shepherd of the project, more companies with the financial ability to be strategic members will likely loosen their desire for a direct board voice. A cap on the platinum/strategic member board seats would then come into play at this point as the size of the membership class grows.

- Dallas


--
Co-Founder, DreamHost
dallas at dreamhost.com


seanrob at yahoo-inc

Mar 13, 2012, 11:53 AM

Post #38 of 38 (543 views)
Permalink
Foundation Structure: An Alternative [In reply to]

Board membership should be partiality elected or fully elected, direct or indirect representation, and if investment determines voice dilution. I believe these are the options we have to choose from. Lets break it on down. Soundtrack optional.
sean
roberts

infrastructure strategy

seanrob at yahoo-inc.com<applewebdata://2E35986A-DC2A-436F-BB4A-C451982006C2/seanrob at yahoo-inc.com>
direct 408-349-5234 mobile 925-980-4729

701 first avenue, sunnyvale, ca, 94089-0703, us
phone (408) 349 3300 fax (408) 349 3301



On 3/13/12 11:19 AM, "Dallas Kashuba" <dallas at dreamhost.com<mailto:dallas at dreamhost.com>> wrote:


On Mar 13, 2012, at 3:52 AM, Dave Neary wrote:

Hi,
On 03/12/2012 07:06 PM, Dallas Kashuba wrote:
On Mar 12, 2012, at 2:45 AM, Thierry Carrez wrote:
Tiered structure: this is the current proposal, which is well balanced.
The only issue is that the board grows by 3 people when (if) a strategic
member is added.
One board member per highest-paying sponsor is better than 3, I think.
This is another thing I was wondering about. Will there be a limit on the number of strategic members? I don't see the foundation wanting to turn away someone waving money around, but then you have to deal with board growth.
What the Linux Foundation does is have a maximum number of Platinum member board seats - once there are more than 10 Platinum sponsors, there are annual elections for the 10 Platinum board seats, and someone misses out.
Similarly, for Gold and Silver member seats, there are annual elections to elect 3 of the 16 Gold members and 1 of the 120 or so Silver members to the board. And so on for the other board seats.

An approach like this sounds reasonable to me.


Pay-to-vote: you have two classes: corporate seats and individual seats.
Individual members elect the individual seats (which represent 25-33% of
the total). Corporate seats are also all elected and corporations get a
vote for every ?$ they put in. One drawback is that large corporations
which are no longer guaranteed of getting a board seat will probably pay
less under this model.
Also agreed that large corporations will likely pay less without a guaranteed board seat.
That all depends on the value the foundation is offering - and that's an important question. If big corporations will pay less without a guaranteed board seat, that means that being on the board is important. Why? And if that's the case, why would anyone pay to be an associate member, where they're very unlikely to get on the board? I'd like to think that the Foundation will provide value to its members above and beyond providing board seats.

I agree with this, but the Foundation doesn't yet exist and its value to any given company is not yet established. There's a lot of expectation of value, but no guarantee. If a company is asked to provide some money as an investment they will want to make sure they do everything they can to ensure that investment pays off. A board seat is the most tangible mechanism for that the Foundation has to offer currently.

After the Foundation has been established and has proven itself as a great shepherd of the project, more companies with the financial ability to be strategic members will likely loosen their desire for a direct board voice. A cap on the platinum/strategic member board seats would then come into play at this point as the size of the membership class grows.

- Dallas


--
Co-Founder, DreamHost
dallas at dreamhost.com<mailto:dallas at dreamhost.com>



_______________________________________________
Foundation mailing list
Foundation at lists.openstack.org<mailto:Foundation at lists.openstack.org>
http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation

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