[OpenStack Foundation] Structure updates and next steps

Jonathan Bryce jonathan at openstack.org
Sat Mar 17 00:13:56 UTC 2012

Hi Everyone,

In the last week, we've received a lot of feedback regarding our proposed structure and in response have made some additional changes to the version on the wiki that I would like to mention. Of course, we still have open questions and details to fill in, but at this point, I strongly feel we need to move forward to the drafting phase in order to get to the appropriate level of detail needed to answer many of those points.

We're doing our best to balance a lot of interests, current and future participants, and what's best for OpenStack, while also protecting the technical processes and meritocracy within the community. So far, the tiered member structure with a clear separation between technical governance and corporate governance seems to meet those goals and have the broadest support from everyone we've talked to, so we'd like to keep things moving foward, while continuing to collect feedback, and make changes during the drafting phase.

Here's a summary of the changes:
* One piece of feedback we've heard consistently is that Strategic & Associate are not the best names for the membership levels, especially because we require all members to have a corporate strategy aligned with OpenStack. Following the suggestion several made, we've gone with the old familiar precious metal analogy and referred to the two membership levels as Platinum & Gold respectively.
* Another important concern centered around the ability of one class of members to exercise undue influence and potentially create policies or change the balance of power in a way that favors them to the detriment of others. We've noted that changes to the Bylaws, including member rights, would require approval by a vote of the Members of the Foundation, including all Gold Members and Individual Members, not just the Board of Directors. The specific mechanics of this are one of those details that it makes sense to lay out in the legal drafts not the structure summary, but this will protect against one class gaining additional rights or privileges without the buy-in of the rest of the Membership.
* The term commitment for Platinum Members has also been changed from five years to three years, still paid annually at $500K.
* Instead of a $250K cap for Gold Members, the range has been changed to $50K - $200K, still based on a sliding scale of 0.25% of a company's revenue.
* Another recommendation we've implemented is to reserve certain Individual Member Board seats for User Committee, Technical Committee and Academic/Research representatives. This will help ensure some greater diversity of representation on the Board while also making it less likely that all Individual Members will be employed by a small subset of corporate members. This is now reflected under the Board of Directors summary in the wiki.

As the next step, we are asking organizations who intend to become corporate members of the Foundation and would like to be formally involved in the drafting process to sign a non-binding Framework Acknowledgement letter indicating their interest. The deadline for signing the letter is April 5th, after which point we will be forming a Drafting Committee comprised of committed Platinum Members and elected Gold Member representatives. The Drafting Committee will turn the framework we've developed into detailed, legal Bylaws, Articles of Organization, and Member Agreements. The Drafting Committee will publish documents along the way for review and feedback by the community.

We also intend to engage an independent open-source legal representative to help interpret and publish layperson summaries of legal drafts and revisions, including how they would apply to Individual Members and contributors. We'll be publishing a detailed schedule in the wiki for the Drafting Committee plan in the next few days.

Finally, we're starting a risk list in the wiki to collect a comprehensive list of potential risk and concerns that we should try to address in the drafting process. The Drafting Committee will start their work in mid-April and we can use the 3-4 weeks between now and then to flesh this list out and do some prioritizing exercises. The prioritized risks can be used as a kind of punch list for important items to address in the legal documents.

Links for reference:

Additionally, in the next week, we would like to continue the discussions around the Technical Committee and the User Committee and reach a final proposal on those. If you have comments on either of those, please chime in.

We're excited to keep the progress moving forward. Thank you all very for participating on the mailing list, in the webinar and for the time many of you have taken to speak directly with us about these suggestions. As always, continue to send feedback and comments.


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