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

Mark McLoughlin markmc at redhat.com
Thu Oct 13 18:11:01 UTC 2011

Hi Thierry,

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


[1] - http://foundation.gnome.org/about/

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