[OpenStack Foundation] Foundation Structure: An Alternative

Mark Collier mark at openstack.org
Fri Mar 9 22:27:50 UTC 2012


Thanks for taking the time to consider the proposed structure and provide
your thoughts on it.  I don't think your concerns are very far off from what
we are wanting to address with the Associate Member category, which allows
more companies to be represented at a lower price point.  The current
funding proposal is on the wiki for reference:

Let me address a few of your points regarding the proposed plan:

Accessibility:  Associate Member fees start at $50k/year which is
substantially lower than a $200k/year flat fee model.  The members will
elect resprenstatives as a class to the Board.  Those Board members will
have the same roles and responsibilities as any other Board member.
Additionally, companies who wish to show their support for OpenStack may
also become a sponsor without paying the full Associate Member fee.  Sponsor
levels have not been worked out, but I suspect they will start in the
20k/year range.

Board Size:  My sense is that with a flat fee of 200k/year, we would still
get many more than 15-20 interested parties, which would quickly overwhelm
the board, making it unmanageable.  The Associate Member concept mitigates
this issue by allowing the class to grow (for accessibility), without the
seats balooning, by having elected representatives.  It also reduces the
risk of shaking up the board makeup and size through acquisition.

Strategic Member fees:  One small clarification: the proposal calls for
Strategic Members to make a commitment of $500k/year for 5 years, paid
annually (not up front). This figure was driven primarily by the need to
arrive at a reasonable board size, while also raising substantial funds for
foundation operations.

Strategic Member dominance:  Board members who are appointed by Strategic
Members will make up only 1/3 of the board, and will have the same roles and
responsibilties as the other board members.

Requirement for Strategic Members to have full time staff:  The current
structure proposal states that Strategic Members must "Provide dedicated
resources (e.g. developers, legal resources)" and the funding proposal
states that "...the general expectation is a resource commitment that is
consistent with staffing two full time equivalents" so it looks like we are
on the same page re: 2 FTE requirement.

I hope many other folks take the opporunity to weigh in, both on this
mailing list as well as in the webinars we'll be holding next week and in
any other forum that suits your fancy.  I'll also try to keep up with all of
the blogging and tweeting, as if that's possible!


From:  Joshua McKenty <joshua at pistoncloud.com>
Date:  Fri, 9 Mar 2012 11:20:17 -0800
To:  OpenStack <openstack at lists.launchpad.net>,
<foundation at lists.openstack.org>
Subject:  [OpenStack Foundation] Foundation Structure: An Alternative

I'll be the first to admit that I'm not a diplomatic person. When we were
launching OpenStack, this was a bit of an advantage (if we had waited for
permission before releasing the Nova source code, we'd still be waiting) -
but since the first summit, the community has grown so quickly, and become
so diverse, that I have tried to leave discussions of governance, foundation
structure, dispute resolution, and most particularly monetary corporate
contributions, to others with more... tact.

But now I feel I have no choice but to speak up; I'm deeply concerned.

The biggest, splashiest openstack stories of the past two years have all had
the names of huge, multi-national corporations in them - names like IBM,
AT&T, Dell, HP, and CISCO. And while their participation has been
tremendously positive for the project (with Quantum and Crowbar standing as
examples of this), I see things trending in a direction that makes me
nervous for the smaller players - for the startups who will live or die on
the strength of the OpenStack project. Like Piston Cloud.

The current official proposal for the foundation creates a new class of
super-members - with a sticker price of $2.5M (due up front) that puts it
out of reach of all but a small handful of organizations.

This is not a new idea - it was the first structural proposal for the
foundation that I heard from the organizing team, and I have argued against
it (at times seemingly successfully) continuously since last fall.

I understand why it is appealing; it creates a small and manageable board of
directors, with a large pool of resources, who shouldn't have too much
trouble guiding and directing the outcomes of OpenStack. But it's not a
structure that represents or embodies the principles that OpenStack was
founded upon, and I think that while it may offer some short-term benefits,
it may be damaging to the long-term health of the project because it
strangles the ecosystem of contributing companies we've worked so hard to
The "right" structure is a much harder thing to organize:
 - It recognizes and requires project contribution (code, tests, docs, bugs
and evangelism) along with cash
 - It has a single class of corporate member, a level playing field
 - It has room for non-corporate members in the meaningful governance bodies
(not tucked away in 'advisory' boards)
 - It aggressively and publicly resolves the conflict-of-interest between
the 'company hat' and the 'project hat'

My understanding of the key challenges of this foundation board are the
 - Keep it small enough to be manageable (21 directors or less)
 - Supply enough funding to carry on with most of the current project
support activities
 - Ensure representation of the diversity of the OpenStack community
 - Provide a mechanism for "industry luminaries" as well as OpenStack users
and consumers to provide input and feedback

The target budget of the Foundation is around $3M per year. Without getting
into a discussion about whether that's reasonable or not, I'd like to
brainstorm how we could reach that goal in a way that better reflects our
goals for an open and democratic community. How's this for a proposal:

 - One class of corporate member
 - Provide reasonable evidence of 2 FTE (full time equivalents) working on
OpenStack in some capacity
 - Commit to 2 years of sponsorship, on an evergreen basis, but paid
 - Individual members, if there are any, cannot be employed by a corporate

My rough calculation, having a reasonably good grasp of the interests and
level of engagement of the various corporations in the OpenStack ecosystem,
is that we could expect around 15 of the 150 companies involved to meet
these requirements. $3M divided by 15 = $200,000.

It's a high playing field, but at least it's a level one. It doesn't change
the structure or composition of the technical committee, and it doesn't
limit the ability of the foundation to raise money in other ways (sell
sponsorships for events, charge admission for conferences, even license the
use of the trademark for training or certification).

If we have a simple pay-to-play model, then we can trust market economics
and enforce transparency of spending. If we have a simple "meritocracy",
then we can expect the most skilled and dedicated to rise to the top,
provided we're extremely careful about how we measure skill and dedication.
If we blend the two, I'm deeply concerned that we'll see the worst of both
systems play out over time - the selfishness of market-driven economics
dominating our decisions with the petulant moralism of the meritocracy.
Hoping for any other outcome is, in my opinion, foolish optimism.

At the core of OpenStack is the idea that a single project could address the
needs of ALL of our organizations - large, small, producers, consumers,
non-profits and tool makers. We need to guard that vision, and protect it
from our best intentions. No one in the community, whether individual
contributor or corporate sponsor, can claim to speak for (or even understand
the perspective of) the majority of us. We're simply too numerous, and too
diverse. If you believe, as I do, that *your* company should have a stake in
OpenStack's future, then now is the time to speak up in favor of the level
playing field we originally set out to create.

With (attempted) diplomacy,


Joshua McKenty
Co-Founder, OpenStack
CEO, Piston Cloud Computing, Inc.
w: (650) 24-CLOUD
m: (650) 283-6846

"Oh, Westley, we'll never survive!"
"Nonsense. You're only saying that because no one ever has."

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