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

Thierry Carrez thierry at openstack.org
Thu Oct 20 13:01:38 UTC 2011

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" ?

The second issue is the respective authority of each board. For example,
who defines what should be accepted as a core project ? Is it a proposal
of the technical board that can be vetoed by the directors board ?
Vetoed by the directors board and the advisory board ? What are the
actual rights of the advisory board, the way you propose to set it up ?

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

Thierry Carrez (ttx)
Release Manager, OpenStack
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