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Foundation Structure Draft

 

 

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jonathan at openstack

Feb 10, 2012, 2:45 PM

Post #1 of 11 (573 views)
Permalink
Foundation Structure Draft

Hello Everyone,

Now that we've settled on a good baseline of what the mission of the Foundation will be, it's time to set down the details of how it will be organized to accomplish that mission. Over the past couple of months, we've talked to a variety of people involved in other foundations (in leadership positions and as developers on specific projects) as well as individuals and companies already involved in OpenStack. We now have a basic framework for review that we think fits with our mission and community. This framework is not exhaustive, and there are several open questions and details that we have purposefully not taken a stance on yet, such as the details of the Technical Committee. We are working on publishing a list of those questions and we'll post those to the list and discuss in the meetup next week.

http://wiki.openstack.org/Governance/Foundation/Structure

Going forward, we want to have another period of a few weeks where we have review and discussion in a variety of forums to revise the concepts that need to be part of the structure. At that point, we will be forming a Drafting Committee that will take the structure outline and framework and turn it into the legal documents needed to form the entity (Articles of Organization, Bylaws, Code of Conduct, Membership Agreements, etc). The Drafting Committee will primarily consist of lawyers from committed companies who can take our philosophical direction and turn it into cold, hard legalese. They will work in the open, publishing the draft documents they produce and soliciting feedback from the broader community.

As they complete the revision process and publish the final set of documents, there will be a ratification period during which members commit to the Foundation under the published documents. The documents will be considered ratified when a minimum number of Individual Members have joined and minimum level of funding is secured between Strategic Members and Corporate Sponsors. At that point, the entity will be set up, funds will be collected and a 60-day transition period will start where responsibilities are handed over from the existing structure to the new Foundation.

We've continued to fill out more of these details on the timeline to completion, and the schedule has been updated in the wiki on the main Foundation page: http://wiki.openstack.org/Governance/Foundation

Next week we're having a meetup in Sunnyvale on Wednesday at 4:30 PM. You can find the details at http://www.meetup.com/openstack/events/51553992/ . Looks like we should have a pretty good crowd there. We will also hold another set of webinars and will send out the details once those times are scheduled. If anyone has any suggestions on a better system for hosting the webinars that is cross-platform friendly, we'd love to hear it.

Jonathan
@jbryce
210-317-2438


thierry at openstack

Feb 12, 2012, 1:12 PM

Post #2 of 11 (567 views)
Permalink
Foundation Structure Draft [In reply to]

Jonathan Bryce wrote:
> Now that we've settled on a good baseline of what the mission of the Foundation will be, it's time to set down the details of how it will be organized to accomplish that mission. Over the past couple of months, we've talked to a variety of people involved in other foundations (in leadership positions and as developers on specific projects) as well as individuals and companies already involved in OpenStack. We now have a basic framework for review that we think fits with our mission and community. This framework is not exhaustive, and there are several open questions and details that we have purposefully not taken a stance on yet, such as the details of the Technical Committee. We are working on publishing a list of those questions and we'll post those to the list and discuss in the meetup next week.
>
> http://wiki.openstack.org/Governance/Foundation/Structure

Nice! It's a different model from the full individual members
meritocracy that Mark proposed, but with the safeguards you placed
around the technical committee, it can certainly work. A few comments
from my first read:

* How do you limit the number of strategic members to 6-8 ? I agree with
you that you need to have a limit to have a functional board...
Solutions include only allowing "founding members" (first come first
serve, a bit unfair and exclusive to late comers), or have the
"strategic members" as a whole vote for their 6-8 directors seats (more
fair, but meaning each member would not be entitled to a seat).

* Individual members should contribute to the OpenStack project in a
meaningful way. For code contributions, that's easy to measure: if you
commit code, you can be a member. For other contributions that's
harder... I propose that you have a individual membership committee that
is tasked with reviewing proposed non-developer members.

* You use individual members for two elections: board election and
technical committee. While I agree that non-technical roles (think
marketing, advocacy, legal guidance... but also potentially users)
should definitely have a say in the board election, I'm not convinced
non-technical individual members should elect the technical committee
representatives. If you agree, that means you would have two categories
of individual members (technical and non-technical) with slightly
different rights. This probably means two separate membership committees
(one rarely used for technical non-developer types, and one for
non-technical members). If that's too complex, you can avoid extra
complexity by using lazy consensus on the ML for the technical
(non-developer) members, instead of a separate committee.

That's all for now, more on this next week :)

--
Thierry Carrez (ttx)
Release Manager, OpenStack


jaypipes at gmail

Feb 12, 2012, 2:07 PM

Post #3 of 11 (566 views)
Permalink
Foundation Structure Draft [In reply to]

On 02/12/2012 03:12 PM, Thierry Carrez wrote:
> Jonathan Bryce wrote:
>> Now that we've settled on a good baseline of what the mission of the Foundation will be, it's time to set down the details of how it will be organized to accomplish that mission. Over the past couple of months, we've talked to a variety of people involved in other foundations (in leadership positions and as developers on specific projects) as well as individuals and companies already involved in OpenStack. We now have a basic framework for review that we think fits with our mission and community. This framework is not exhaustive, and there are several open questions and details that we have purposefully not taken a stance on yet, such as the details of the Technical Committee. We are working on publishing a list of those questions and we'll post those to the list and discuss in the meetup next week.
>>
>> http://wiki.openstack.org/Governance/Foundation/Structure

Jonathan and others, well done on the above document. Comments on
Thierry's proposals below...

> Nice! It's a different model from the full individual members
> meritocracy that Mark proposed, but with the safeguards you placed
> around the technical committee, it can certainly work. A few comments
> from my first read:
>
> * How do you limit the number of strategic members to 6-8 ? I agree with
> you that you need to have a limit to have a functional board...
> Solutions include only allowing "founding members" (first come first
> serve, a bit unfair and exclusive to late comers), or have the
> "strategic members" as a whole vote for their 6-8 directors seats (more
> fair, but meaning each member would not be entitled to a seat).

Agreed with the above concerns, and I'd also like to point out that I
believe the following two points should be covered in the structure
documents at some point:

* How do members of the board of directors get removed from the board,
if such removal is warranted?

* Is individual and strategic membership granted for a certain amount of
time? For example, if I contributed to a project early on, because an
individual member, and then did not contribute or participate in the
community for 2 years, do I still get the same voting power? Same goes
for strategic/corporate members. If they cease being active in the
projects, do they lose membership?

> * Individual members should contribute to the OpenStack project in a
> meaningful way. For code contributions, that's easy to measure: if you
> commit code, you can be a member. For other contributions that's
> harder... I propose that you have a individual membership committee that
> is tasked with reviewing proposed non-developer members.

While I appreciate Thierry's point here, I'm not sure an individual
membership committee would be seen as anything more than a "clique of
developers who gate the community"...

> * You use individual members for two elections: board election and
> technical committee. While I agree that non-technical roles (think
> marketing, advocacy, legal guidance... but also potentially users)
> should definitely have a say in the board election, I'm not convinced
> non-technical individual members should elect the technical committee
> representatives. If you agree, that means you would have two categories
> of individual members (technical and non-technical) with slightly
> different rights. This probably means two separate membership committees
> (one rarely used for technical non-developer types, and one for
> non-technical members). If that's too complex, you can avoid extra
> complexity by using lazy consensus on the ML for the technical
> (non-developer) members, instead of a separate committee.

I agree with the above point about only technical folks voting for
members of the technical committee.

Cheers,
-jay


markmc at redhat

Feb 12, 2012, 11:17 PM

Post #4 of 11 (567 views)
Permalink
Foundation Structure Draft [In reply to]

Hi Jonathan,

On Fri, 2012-02-10 at 15:45 -0600, Jonathan Bryce wrote:
> Hello Everyone,
>
> Now that we've settled on a good baseline of what the mission of the
> Foundation will be, it's time to set down the details of how it will
> be organized to accomplish that mission.[..]
>
> http://wiki.openstack.org/Governance/Foundation/Structure

Thanks for posting this. It's just awesome to have a detailed draft to
mull over. There's an awful lot to be commended here, not least the very
obvious intent on Rackspace's part to do what it said it was going to
do. I see nothing in this but deep concern for OpenStack's future
success.

So, Kudos to everyone involved!

Defining which companies have made a "strategic commitment" to OpenStack
is really tough. Is it based on the funding provided? The number of
employees dedicated? The impact of those employees? How do we take into
account the size of the company? How do we value contributions to the
ecosystem or the marketing of the project? How do we do all that while
keeping the numbers down to 6-8 without appearing to undervalue the
contributions of some?

Making that kind of a value judgement seems more suited to a fair and
open vote of the foundation membership, rather than a set of
hard-and-fast rules. Perhaps we could have an election each year where
the foundation membership ranks the contributions of the various company
members to the foundation and, from that, 8 companies are awarded
"strategic" status?

Or to go a step further, we could have all 12 seats on the board be
directly elected but some candidates could explicitly be nominated by
their employer as their official representative. The membership would
vote for the candidate on the basis of that companies contributions.
That way the foundation membership implicitly ranks the contributions of
companies alongside individual member candidates.

Also, not all highly committed companies will make it into the elite
"strategic" category and gain a board seat. I think that we need to give
a strong voice to those companies and a sponsors advisory board would
provide such a forum.

Cheers,
Mark.


eglynn at redhat

Feb 13, 2012, 2:49 AM

Post #5 of 11 (567 views)
Permalink
Foundation Structure Draft [In reply to]

> Mark wrote:
>
> Defining which companies have made a "strategic commitment" to
> OpenStack is really tough. Is it based on the funding provided?
> The number of employees dedicated? The impact of those employees?
> How do we take into account the size of the company? How do we
> value contributions to the ecosystem or the marketing of the
> project? How do we do all that while keeping the numbers down to
> 6-8 without appearing to undervalue the contributions of some?


Yep, the danger here is shutting out smaller companies which may
have made a lesser contribution in absolute terms, but are still
being disportionately impactful compared to their size and the
resources available to them.

Ways to avoid that kind of shut-out might include:

- reserving say 1-2 strategic board seats for the representatives
of small-to-medium-sized contributors (self-defined as such)

- allowing smaller contributors to pool their influence, partner
up and leverage their aggregate "weight" in order to gain a board
seat between them, giving voice to their common positions/concerns

Cheers,
Eoghan


seanrob at yahoo-inc

Feb 13, 2012, 11:45 AM

Post #6 of 11 (567 views)
Permalink
Foundation Structure Draft [In reply to]

I want to give props to Jonathan and Mark for the hard work they have put into developing and socializing material that went into this draft. The idea of a foundation board with some paying members and some elected from the user community appeals to my sense of minimum of change to the way things are today.

See you at the foundation meetup this week in Santa Clara.

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


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jonathan at openstack

Feb 13, 2012, 8:38 PM

Post #7 of 11 (569 views)
Permalink
Foundation Structure Draft [In reply to]

You guys hit on some of the unanswered questions that we have as well. I think on some of these things, we want to let the discussion progress a little and see what people think of various options before filling in the gaps. Some other comments inline.

On Feb 12, 2012, at 3:07 PM, Jay Pipes wrote:
> On 02/12/2012 03:12 PM, Thierry Carrez wrote:
>>
>> * How do you limit the number of strategic members to 6-8 ? I agree with
>> you that you need to have a limit to have a functional board...
>> Solutions include only allowing "founding members" (first come first
>> serve, a bit unfair and exclusive to late comers), or have the
>> "strategic members" as a whole vote for their 6-8 directors seats (more
>> fair, but meaning each member would not be entitled to a seat).
>
> Agreed with the above concerns, and I'd also like to point out that I believe the following two points should be covered in the structure documents at some point:

These are good questions that I don't know if we have good answers for yet. Thierry identified a couple of possibilities; there are probably more. I definitely want to put some more thought and hear more input on this issue.

> * How do members of the board of directors get removed from the board, if such removal is warranted?

There's prior art for handling removal or discipline of members. These kinds of details would most likely be hashed out in the Bylaws. Alice King has been helping with the legal aspect of it and had some thoughts around removal of Board members, but I don't know if she had settled on specifics yet.

> * Is individual and strategic membership granted for a certain amount of time? For example, if I contributed to a project early on, because an individual member, and then did not contribute or participate in the community for 2 years, do I still get the same voting power? Same goes for strategic/corporate members. If they cease being active in the projects, do they lose membership?

Strategic membership would require a multi-year commitment from the company who wants to be a Strategic Member. For Individual Members, I'm open to hearing options around requirements or limitations on terms.

>> * Individual members should contribute to the OpenStack project in a
>> meaningful way. For code contributions, that's easy to measure: if you
>> commit code, you can be a member. For other contributions that's
>> harder... I propose that you have a individual membership committee that
>> is tasked with reviewing proposed non-developer members.
>
> While I appreciate Thierry's point here, I'm not sure an individual membership committee would be seen as anything more than a "clique of developers who gate the community"...

A Membership Committee is a possibility we had already tossed around and which markmc laid out in his proposal. I think it's possible to make it work as long as it functions openly and tends towards inclusion vs. exclusion. On the other hand, I also think we haven't seen a negative impact from the open Launchpad group that has served a similar function.

>> * You use individual members for two elections: board election and
>> technical committee. While I agree that non-technical roles (think
>> marketing, advocacy, legal guidance... but also potentially users)
>> should definitely have a say in the board election, I'm not convinced
>> non-technical individual members should elect the technical committee
>> representatives. If you agree, that means you would have two categories
>> of individual members (technical and non-technical) with slightly
>> different rights. This probably means two separate membership committees
>> (one rarely used for technical non-developer types, and one for
>> non-technical members). If that's too complex, you can avoid extra
>> complexity by using lazy consensus on the ML for the technical
>> (non-developer) members, instead of a separate committee.
>
> I agree with the above point about only technical folks voting for members of the technical committee.

This one is tough for me because I don't know how to objectively draw the lines between technical, quasi-technical, and non-technical. For instance, there are technical users who may not contribute code but who potentially should have a voice. My first instinct would again be to favor inclusion over exclusion as I haven't seen a huge problem in the current base of users. I think the biggest thing to watch for is "stuffing the ballot box," and I think there are other ways to catch that and guard against it.

Thanks for the comments,

Jonathan.


zx at twitter

Feb 14, 2012, 10:34 AM

Post #8 of 11 (570 views)
Permalink
Foundation Structure Draft [In reply to]

On Fri, Feb 10, 2012 at 1:45 PM, Jonathan Bryce <jonathan at openstack.org>wrote:

> Hello Everyone,
>
> Now that we've settled on a good baseline of what the mission of the
> Foundation will be, it's time to set down the details of how it will be
> organized to accomplish that mission. Over the past couple of months, we've
> talked to a variety of people involved in other foundations (in leadership
> positions and as developers on specific projects) as well as individuals
> and companies already involved in OpenStack. We now have a basic framework
> for review that we think fits with our mission and community. This
> framework is not exhaustive, and there are several open questions and
> details that we have purposefully not taken a stance on yet, such as the
> details of the Technical Committee. We are working on publishing a list of
> those questions and we'll post those to the list and discuss in the meetup
> next week.
>
> http://wiki.openstack.org/Governance/Foundation/Structure
>
> Going forward, we want to have another period of a few weeks where we have
> review and discussion in a variety of forums to revise the concepts that
> need to be part of the structure. At that point, we will be forming a
> Drafting Committee that will take the structure outline and framework and
> turn it into the legal documents needed to form the entity (Articles of
> Organization, Bylaws, Code of Conduct, Membership Agreements, etc). The
> Drafting Committee will primarily consist of lawyers from committed
> companies who can take our philosophical direction and turn it into cold,
> hard legalese. They will work in the open, publishing the draft documents
> they produce and soliciting feedback from the broader community.
>
> As they complete the revision process and publish the final set of
> documents, there will be a ratification period during which members commit
> to the Foundation under the published documents. The documents will be
> considered ratified when a minimum number of Individual Members have joined
> and minimum level of funding is secured between Strategic Members and
> Corporate Sponsors. At that point, the entity will be set up, funds will be
> collected and a 60-day transition period will start where responsibilities
> are handed over from the existing structure to the new Foundation.
>
> We've continued to fill out more of these details on the timeline to
> completion, and the schedule has been updated in the wiki on the main
> Foundation page: http://wiki.openstack.org/Governance/Foundation
>
> Next week we're having a meetup in Sunnyvale on Wednesday at 4:30 PM. You
> can find the details at http://www.meetup.com/openstack/events/51553992/. Looks like we should have a pretty good crowd there. We will also hold
> another set of webinars and will send out the details once those times are
> scheduled. If anyone has any suggestions on a better system for hosting the
> webinars that is cross-platform friendly, we'd love to hear it.
>

Just a few of comments from previous experiences...

- Ask yourself where small companies, research institutions and academia
would fit in? The line between Individual and Strategic is challenging,
especially when there are fees associated with joining a specific level of
membership. How much should non-profits pay versus small companies versus
large companies? Consider this a barrier to entry for membership, it should
be as easy as possible for someone to join.
- I would recommend that a couple members from the technical community have
an opportunity for a board seat, voted on by the individual members
(technical folks). This is important given this statement: "Board members
are also expected to advocate for the Foundation and the entire OpenStack
community." This has worked well for the Eclipse Foundation as a way to
ensure that committer issues always have a small slice of board meeting
time. While in appearance, this may sound like bringing low-level issues to
the board, it is not always the case. There are cases where strategic
discussion around infrastructure and other things come up.
- Consider having an extra board seat for a relevant outsider (may not be
part of the Openstack community). This is meant to help with
cross-pollination of ideas... for example, you may want someone from the
embedded or auto industry if you were interested in starting to work with
those new verticals.
- Membership driven open source organizations are difficult when it comes
to maintaining the funding funnel. For example, you have a good amount of
members paying membership dues and then a really large member starts going
on a shopping spree and start buying other companies within the membership.
While fantastic for the companies, it can be devastating for the foundation
because these other companies may have been paying a good amount of dues.
Find ways to mitigate this risk by diversifying your revenue stream from
not only membership dues (e.g., conferences or events) or another way.

That's just a brain dump, hope you find it useful. Good luck with the
foundation!

--
Cheers,

Chris Aniszczyk | Open Source Manager | Twitter, Inc.
@cra | +1 512 961 6719
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dave at neary-consulting

Feb 15, 2012, 9:01 AM

Post #9 of 11 (567 views)
Permalink
Foundation Structure Draft [In reply to]

Hi Jonathan,

On 02/10/2012 10:45 PM, Jonathan Bryce wrote:
> Now that we've settled on a good baseline of what the mission of the
> Foundation will be, it's time to set down the details of how it will
> be organized to accomplish that mission. Over the past couple of
> months, we've talked to a variety of people involved in other
> foundations (in leadership positions and as developers on specific
> projects) as well as individuals and companies already involved in
> OpenStack. We now have a basic framework for review that we think
> fits with our mission and community. This framework is not
> exhaustive, and there are several open questions and details that we
> have purposefully not taken a stance on yet, such as the details of
> the Technical Committee. We are working on publishing a list of those
> questions and we'll post those to the list and discuss in the meetup
> next week.
>
> http://wiki.openstack.org/Governance/Foundation/Structure

Thanks for the proposal.

As I said a few days ago, I think it's important to divorce the
technical goings-on of the project from the financial and organisational
aspects of the foundation - and that certainly comes across as a goal in
the structure document.

It's interesting that you include release management as something which
will transition to the Foundation - in most software projects I know,
release management is a side effect of the development process, and is
generally the responsible of the technical project staff. Is that how it
works in OpenStack too?

I think it's great to see the terms lengthened from 6 months to 1 year
for the Technical Board - that makes more sense to me than 6 month
terms. But in the spirit of "leave technical operation alone", perhaps
it makes sense to separate the changes in the technical board/PPB from
the foundation scope & discussion? It may also make sense to discuss
growing the size of the TB to reflect the increasing diversity of the
OpenStack technical community.


In terms of the foundation governance, it makes complete sense to me
that the companies who are putting money into the foundation have a say
in how that money is spent. Other organisations like the GNOME
Foundation have avoided this in the past, while organisations like
Eclipse and the Linux Foundation have embraced it. Usually, the amount
of money involved dictates what's appropriate.

Since the OpenStack Foundation looks to be setting its scope as an
organisation with a staff, it probably makes more sense to follow the
Linux Foundation type structure. They have a board of 15 members, made
up of:
* 7 representatives of 7 Platinum members
* 3 representatives elected by the 14 Gold members
* 1 representative elected by the 111 Silver members
* 2 representatives elected by individual members
* 1 representative nominated from the Technical Advisory Board (their
equivalent of the Technical Board)

The board gets to approve the foundation budget, tell the executive
staff what their priorities are for the year, and do other
board-of-director type things, but they don't get to say what happens in
the Linux kernel. Strangely enough.

The TAB is elected by the kernel hackers at the Kernel Summit every
year, and represents the meritocratic technically savvy group that
serves as a liaison between the different constituencies, the Linux
Foundation and the kernel community. Put simply, they ensure that the
kernel hackers are heard outside the kernel mailing lists, and that
companies investing in Linux get heard inside the mailing lists. The do
things like co-ordinate content for the Plumber's conference, the Kernel
Summit, they talk about how the kernel hackers can do outreach to other
groups, that kind of thing.

Something like this maps closely onto what you're trying to achieve with
OpenStack - the difference being that you're not at the same starting
point. But this type of board & membership/funding structure might make
sense for you.


Like others, I wonder if "Strategic members" is the right way to frame
organisational members. Why not just "Corporate Members"? You could
perhaps define membership levels based on financial commitment - and
there are lots of ways of doing that: straight dollar value (Linux
Foundation has Platinum: $500K, Gold: $100K, Silver: $5k - $20k, based
on # of employees), company size (the Eclipse Foundation sets membership
fees as a percentage of revenues, with a minimum and maximum level), or
some combination of both.

The key point, I think, is that if the technical governance of the
project is truly independent of the organisational governance, then this
is fairly straightforward. What are the financial needs? What value does
Rackspace place on the resources it will be giving to the foundation?
What will the foundatioon actually be doing, and who has an interest in
influencing that? What is the value of being a member?

None of these are easy questions (note: straightforward isn't the same
as easy), but by taking the technical side of things out of the
equation, things get a bit easier.

Cheers,
Dave.

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


jimjag at gmail

Feb 15, 2012, 9:21 AM

Post #10 of 11 (565 views)
Permalink
Foundation Structure Draft [In reply to]

On Wed, Feb 15, 2012 at 11:01 AM, Dave Neary <dave at neary-consulting.com> wrote:
It may also make sense to discuss growing the size of the TB to
> reflect the increasing diversity of the OpenStack technical community.
>

This may sound like a loaded question, but it isn't.

Who *is* the OpenStack technical community? Is it the developer
community? Or the corporate end-user community?


Joe.Heck at nebula

Feb 18, 2012, 12:15 PM

Post #11 of 11 (566 views)
Permalink
Foundation Structure Draft [In reply to]

My impression from the documents written so far, as well as my own personal desire, is that the "OpenStack Technical Community" are the people who are contributing to openstack - reporting bugs, developing code, writing docs, helping folks on IRC, etc. The gist of the bar to pass is "do you give your time to the community to improve the overall health of OpenStack as a product".

- joe

On Feb 15, 2012, at 8:21 AM, "Jim Jagielski" <jimjag at gmail.com> wrote:

> On Wed, Feb 15, 2012 at 11:01 AM, Dave Neary <dave at neary-consulting.com> wrote:
> It may also make sense to discuss growing the size of the TB to
>> reflect the increasing diversity of the OpenStack technical community.
>>
>
> This may sound like a loaded question, but it isn't.
>
> Who *is* the OpenStack technical community? Is it the developer
> community? Or the corporate end-user community?
> _______________________________________________
> Foundation mailing list
> Foundation at lists.openstack.org
> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
>

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