[legal-discuss] Trivial contributions and CLAs

Richard Fontana rfontana at redhat.com
Tue Apr 22 18:41:43 UTC 2014


On Tue, Apr 22, 2014 at 06:24:10PM +0200, Thierry Carrez wrote:
> The origin of this requirement is the definition of 'ATC' (active
> technical contributor). Pre-foundation it was simply equivalent to code
> contributor. You contribute, you are an active technical contributor,
> and therefore you're allowed to vote in PTL and PPB/TC elections.
> 
> Unfortunately, the Foundation bylaws state (in Appendix 4) that ATCs
> must be individual members of the Foundation. There are two ways to read
> that -- all contributors must be individual members, or "ATCs" are the
> subset of contributors that happen to also be individual members.

I read it the second way, FWIW.

I also believe that requiring all contributors (even a one-time
contributor of a 'drive-by patch') to be Individual Members would have
been seen as a significant aspect of Foundation membership policy at
the time the Foundation was formed, yet I can recall no discussion on
the issue. I am not saying that it is something that ought to be
stated in the OpenStack Foundation bylaws necessarily, but I am saying
that when the bylaws were initially drafted, if it was really
contemplated that all contributors would be required to become
Individual Members as a *prerequisite* to making an initial
contribution (however trivial), it would probably have been made
explicit in the bylaws much like the CLA requirement is stated in the
IP policy. In other words I do not believe a policy of "you must join
the Foundation if you want to submit a patch" was contemplated when
the Foundation was formed. If anyone else here thinks I'm wrong about
that, or has a different recollection about this issue, I'd be happy
to hear it.

Reinforcing that point, if it is correct to read the bylaws as saying
that all contributors must join the Foundation, why wouldn't the CLAs
be unified with the membership agreements?

I have to emphasize how unusual I believe this policy is. I have been
trying to find some example of an open source project-related
membership foundation (there aren't too many of these) with a similar
policy, with no success. I think Apache requires project leads to
become members by its notion of membership; that's the closest
analogue I've been able to find. It just strikes me intuitively as
*wrong* -- isn't it in effect coercing potential new contributors into
joining an organization they might not necessarily wish to join, or
might not wish to join until later on?

If the effect of the policy is that it creates a larger body of
Individual Members than otherwise might exist, this makes it more
difficult to amend certain provisions of the bylaws, which may be good
or bad or of unclear goodness/badness, but is a significant
side-effect.

Also, it is not beyond the realm of possibility that the Foundation
might someday charge a fee for Individual memberships. If that ever
happened, and the policy remained in place, I believe it would look
really bad. 

> Since it was quite difficult to map contributors to individual members
> and ensure that only the subset of contributors that are individual
> members are considered ATCs, it was simpler to just consider the
> original sense of "ATC" (active contributor) and consider that the
> bylaws state the all contributors must be individual members of the
> Foundation.
> 
> Not saying it wouldn't make sense to fix that, just explaining where it
> comes from.

Understood. It seems that it is well intended as an effort to comply
with the TC policy, and maybe I'm in the minority in thinking it is a
bad policy, but ... I think it is a bad policy.

 - Richard



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