[OpenStack Foundation] Board of directors: scope and composition (a.k.a. the Money board)

Mark McLoughlin markmc at redhat.com
Thu Oct 20 14:15:13 UTC 2011


On Thu, 2011-10-20 at 15:01 +0200, Thierry Carrez wrote:
> Mark McLoughlin wrote:
> > On Wed, 2011-10-12 at 15:23 +0200, Thierry Carrez wrote:
> >> From Jay's original email:
> >>> How are participating organizations going to join the foundation, and
> >>> what dollar amounts grant the donor organization what rights? Is it a
> >>> good idea to look at separating the (currently singular) Project
> >>> Policy Board into at least two boards, one focused on technical
> >>> matters and another focused on legal, copyright, and trademark issues?
> >>
> >> As I said during the Town Hall session at the Conference, I think there
> >> needs to be a Board of directors (where membership is linked to your
> >> company commitment to OpenStack, including monetary) that is separate
> >> from the Technical board (which should become a pure elected code
> >> committer meritocracy).
> >>
> >> This board of directors should handle how the Foundation money is spent
> >> (including setting compensation for Foundation employees, if any),
> >> should encourage participation and focus on legal issues. Should they
> >> also handle (or participate to) the OpenStack scope definition ?
> >>
> >> The board of directors could have Strategic members (that show a
> >> multi-year monetary commitment, together with some measurable level of
> >> strategic involvement in the project, to be defined) with one seat each.
> >> It should also have Sustaining members: a number of seats for
> >> representatives of the wider ecosystem of companies showing interest in
> >> OpenStack. For example, if you have 5 strategic members and 80 ordinary
> >> companies, you could have a total of 9 seats, with all ordinary
> >> companies holding an election to decide who should represent them on
> >> their 4 board seats.
> > 
> > Restricting the board to company representatives jars a little with me,
> > I must admit.
> > 
> > I like how GNOME have it structured[1]:
> > 
> >   - The board is composed of individuals elected by the members of the 
> >     foundation, where each director tries to represent the foundation 
> >     membership rather than their employer. Directors do their best to 
> >     leave their affiliation aside when wearing their director hat. Even 
> >     still, no single company can have employees which make up more than
> >     40% of the board.
> > 
> >   - There is an advisory board composed of representatives of companies 
> >     who sponsor the foundation with either $10k or $20k a year, 
> >     depending on company size. Members of this board are explicitly 
> >     there to represent their employer and provide a perspective that 
> >     may be lacking on the board of directors.
> > 
> > I think this recognizes the contribution of cash to the foundation with
> > a very real voice in the governance of the foundation.
> > 
> > But it also recognizes that cash isn't the most important thing the
> > foundation needs. To be truly sustainable, it first and foremost needs
> > the commitment of the individual foundation members (whether sponsored
> > or not) to do the work which the foundation is there to enable.
> > 
> > - i.e. the "doers" in community drive the direction of the foundation -
> > and not just the technical direction - but they do so with the input and
> > guidance of sponsoring companies.
> > 
> > The board is so critical to the foundation that we need the directors of
> > our foundation to make a serious commitment to that role. They also need
> > to represent the community, not their employers. While both of those
> > requirements aren't incompatible with appointments based on affiliation,
> > I think we'd do a lot better with an election open to all foundation
> > members.
> 
> I guess it depends on the respective attributions of the different
> boards. You are advocating for three boards:
> 
> - Directors board (elected by the general community)
> - Advisory (or "Money") board (paid for by contributing companies)
> - Technical board (elected by code contributors)
> 
> One issue with this setup is the need to define "general community".
> What gives you a right to vote on that election ? Some level of
> involvement ? The other two corpus (corpi ?) are well defined -- code
> contributors and companies contributing money. What makes a general
> community member, with the ability to pick the best directors ? Should
> we setup, first and foremost, a membership board that decides if a given
> individual contribution is enough to make him a "community member" ?

Again, using GNOME as the example ... any member of the foundation can
vote. The membership rules are here:

  http://foundation.gnome.org/membership/

  Who is eligible for membership in the GNOME Foundation?

  Per the GNOME Foundation's charter, any contributor to GNOME is
  eligible for membership. Although it is difficult to specify a precise
  definition, a contributor generally must have contributed to a
  non-trivial improvement of the GNOME Project. Contributions may be
  code, documentation, translations, maintenance of project-wide
  resources, or other non-trivial activities which benefit the GNOME
  Project. [...]

There's a membership committee made up of volunteers who apply the
guidelines:

  http://live.gnome.org/MembershipCommittee

Everything they do is open to scrutiny on their mailing list.

> The second issue is the respective authority of each board. For example,
> who defines what should be accepted as a core project ?

Ultimately, under the foundation's charter, it should probably be the
board but they would delegate the responsibility to the PPB.

In GNOME, the release team makes the equivalent decision by attempting
to judge the consensus reached on the public discussion of the project's
proposal.

> Is it a proposal of the technical board that can be vetoed by the
> directors board ?

Technically, I guess. But I'd hope it would be unusual. You want the
board of directors to have ultimate oversight I think.

> Vetoed by the directors board and the advisory board ?

Nope, the advisory board wouldn't have veto powers.

> What are the actual rights of the advisory board, the way you propose
> to set it up ?

The advisory board is the place where companies who have contributed
money to the foundation have the right to make recommendations to the
board of directors. I'd also expect the board of directors to ask the
advisory board for input on some decisions they need to make.

It's the one place in the foundation where there are people explicitly
there to represent the views of their company. Everywhere else members
are expected to be avoid being "a mouthpiece for whatever company
happens to be signing their paychecks right now" as the ASF puts it[1].

I think this is key - if the board of directors run the foundation and
companies can buy a seat on that board purely by sponsoring the
foundation, then it means you have decision making directors who are
only accountable to the company they work for. You also over-emphasise
the value of cash contributions to the foundation when, ultimately, the
foundation should be able to survive (if needs be) with a minimal cash
budget but cannot survive without the non-cash contributions that the
foundation is there to facilitate.

The GNOME charter puts it nicely:

  http://foundation.gnome.org/about/charter/

  "members of the board of directors shall act on behalf of all GNOME
   contributors in the best interest of the GNOME project. Although
   board members may be affiliated with companies that have an interest
   in the success of GNOME, they will not be considered representatives
   of companies with which they are affiliated. The GNOME Foundation
   Board of Advisors provides a forum for corporate representation."

> What would the directors board do that couldn't fall on the shoulders of
> either the money board or technical board ?

"The board is the primary decision-making body of the [..] foundation.
It is responsible for ratifying all decisions the [..] foundation
makes."

i.e. it has ultimate responsibility for everything but, in practice,
delegates a lot of stuff.

This is a nice example of the kind of things the GNOME board takes
direct responsibility for:

  http://live.gnome.org/FoundationBoard/Minutes/20111004

    - conference planning and budgeting
    - fundraising
    - spending, contracts, etc.
    - preparing an annual report, including accounts
    - affiliations with other organizations
    - working with the advisory board
    - trademark control
    - working with the likes of Google Summer of Code

The board also will mediate disputes if needed.

To summarize my main points:

  - I think the board needs to have ultimate responsibility for the 
    foundation, and I don't think the term "money board" reflects that

  - Membership of the foundation should be open to anyone who makes 
    technical or non-technical contributions to the foundation and/or 
    its projects

  - I don't think corporate representation is appropriate on the board 
    of directors, but I do think corporate sponsors need an official 
    way to make representations to the foundation - i.e. an advisory 
    board

Cheers,
Mark.

[1] - http://www.apache.org/foundation/how-it-works.html#management

  Individuals compose the ASF

  All of the ASF including the board, the other officers, the
  committers, and the members, are participating as individuals. That is
  one strength of the ASF, affiliations do not cloud the personal
  contributions.

  Unless they specifically state otherwise, whatever they post on any
  mailing list is done as themselves. It is the individual
  point-of-view, wearing their personal hat and not as a mouthpiece for
  whatever company happens to be signing their paychecks right now, and
  not even as a director of the ASF.



More information about the Foundation mailing list