VOTE: jQuery Governance Rules

[Yehuda Katz]

This vote is to approve the jQuery Governance Rules, which are included below.

The jQuery Team agrees to provisionally follow these rules, with the understanding that they are being separately submitted for legal review. Once that review is complete, we will hold a separate vote to approve any necessary modifications to the rules.

--- DISCUSSION ---

NOTE: This discussion is provided for background, but is not part of the formal vote.

The jQuery project has followed an ad-hoc series of governance rules for some time now. Those rules were mostly focused on ensuring that a majority of the

jQuery core team approved expenditures of jQuery funds and legal agreements between the jQuery project and other entities.

In order to facilitate those goals, but allow members of the team to focus their attention on areas of interest, we met earlier this month to discuss the

principles that would guide a more detailed governance plan. Among the areas of discussion were:

* defining the membership of the jQuery Core Team, including adding new

  members and removing existing members

* define the voting process, including a procedure for expedited voting

* creating an Executive Board, which would operate under the guidance of the

  jQuery Core Team, and have the ability to handle the day-to-day operations of the

  project (but not unilaterally decide on jQuery project policy)

* defining the policies for retroactive approval of expenditures, and an

  agreement to ban retroactive expenditures without the participation of the

  Executive Board

* defining the formal existence of jQuery sub-teams 

* defining a conflict of interest policy, both for direct and indirect

  conflicts of interest

After jQuery Dev Days, we drafted these governance rules, and incorporated feedback from members of the jQuery Core Team

so that the drafted rules reflected our in-person meeting during jQuery Dev Days.

The one major concern about these rules was that they will still need to be reviewed by our lawyers, and possibly amended

once that review has been completed. As a result, this vote reflects an agreement to follow the rules, pending legal

review. We are moving forward on the rules at this time because we feel that formalizing the policies we came to

agreement on during our in-person meeting should be done quickly.

For this vote, we will continue to follow the ad-hoc rules we have used until now, but as the new rules require a 2/3

majority for certain votes, we will require 2/3 of the membership to agree to change the current majority requirement

in those cases. Since there are 21 current members of the jQuery core team, 14 votes in the affirmative will be required

for passage.

--- VOTING RULES ---

For a vote to occur there needs to be a motion made for a vote (by a

voting project member) and must be seconded by two other voting

project members. The vote will be posted to the public jQuery team

mailing list. Ideally the project leader will publish the vote but in

his absence it can be posted by another team member. If this message

is being read on a vote on the public jQuery team mailing list then a

motion has already been made and seconded by two voting project

members.

For a vote to be determined a majority of all voting members must vote

in the affirmative. A vote is placed by responding to this mailing

list message with a '+1' (affirmative) or '-1' (negative) indicator.

48 hours after the vote has been called the vote will be closed. If at

the close of the vote the majority of all voting members have not

voted in the affirmative then the vote fails.

Voting will be used, primarily, for adding and removing voting project

members, setting budgets and spending money, and making changes to the

charter.

At the time of this vote there are 21 voting members of the jQuery

project. 14 affirmative votes will be required in order for the vote

to pass.

--- JQUERY GOVERNANCE RULES ---

# jQuery Governance Rules (Draft)

## 1 Core Team

a. The core team of jQuery is the body responsible for approving expenditures for the jQuery

   project and approving any legally binding contracts between the jQuery project and another party.

b. The core team may create policies to govern itself in the performance of these duties. Such

   policies require a majority vote of the entire core team.

c. Members of the core team, through a 2/3 vote, and subject to its rules and procedures,

   may add additional members to the core team. Appendix A lists the core team as of the

   approval of this document.

d. Elsewhere in this document, "a member" refers to a member of the core team.

## 2 Voting Process

a. Any member may make a motion to vote on any topic.

b. In order to proceed to a vote, at least two additional members must second the motion within

   48 hours of the original motion.

c. Once a motion has been made and receives two seconds, a 24-hour period will begin for discussion

   about the motion. This does not preclude discussion on any topic prior to a motion being made.

d. After 24 hours has elapsed, a vote is called. The motion, as well as a summary of the discussion

   about the motion, must be posted to a public place. This place should be established by a vote

   of the core team. At the time of the approval of this document, the public place is the

   jquery-team-public Google Group.

e. Once a vote has been called, members have 48 hours during which to register their vote. Each

   vote must be registered in the same public place as the original vote announcement.

f. Once a majority of the entire membership has voted in the affirmative, the vote is considered

   approved. Members can continue to vote until 48 hours has elapsed.

## 3 Expedited Voting Process

a. Any motion may include a request to expedite the process, which would waive the 24-hour waiting

   period specified in 2(c).

b. If such a request is made and at least 1/3 of the core team seconds the motion,

   the motion may go directly to a vote, with no additional waiting required.

c. If such a motion receives more than two seconds, but less than 1/3 of the core team,

   it can proceed as a regular vote once 24 hours have elapsed.

## 4 Executive Board

a. The Executive Board is responsible for the day-to-day operations of the jQuery project,

   and has powers delegated to it by this governance plan or a regular vote of the

   core team.

b. The Executive Board is made up of seven members of the core team, elected twice annually

   by the core team, in October and April.

c. The Executive Board must submit a report of topics discussed and decisions made to the

   core team at least monthly.

d. In all cases, the core team may override a decision of the Executive Board by a majority

   vote.

e. Each member may vote for up to seven members, and the seven candidates receiving the

   most votes become members of the Executive Board, serving until the next Executive

   Board election.

f. If a member of the Executive Board resigns or is removed, an election to replace the

   vacancy must take place within 15 days. In this case, the same process as a normal

   election is followed, but each member may vote for only one candidate.

g. A 2/3 vote of the core team, using the normal voting procedures, can remove

   a member of the Executive Board. Such a vote may not be expedited. The reasons for

   removal must be specified in the original motion, and a response from the member

   under consideration for removal must be included if provided before the vote begins.

h. A member removed from the Executive Board remains a member of the core team

   unless a separate vote to remove the member is approved.

## 5 Subteams

a. The Executive Board may create subteams to oversee specific areas of the project.

b. The Executive Board selects the leader of the subteam, and may replace the leader

   as appropriate.

c. Only the leader of a subteam must be a member of the core team. The leader may

   invite members of the jQuery community to join a subteam to help in performing

   its duties.

d. The leader of each subteam should create a document detailing the purpose of

   the subteam, as well as the format and interval of meetings.

e. The leader of the subteam should decide how to most appropriately conduct its

   operations, and communicate those decisions to the core team.

f. The leader of the subteam should provide regular communication to the general

   membership on its operations.

## 6 Expenditures

a. All expenditures drawing from accounts of the jQuery project require the approval

   of the core team, using normal voting procedures.

b. No expenditures may be approved retroactively by the core team, except for the

   following:

     i.   Expenditures up to $1,000 that are approved in advance

          by a member of the Executive Board.

     ii.  Expenditures up to $5,000 that are approved in advance

          by a majority of the Executive Board.

     iii. Expenditures up to $10,000 that are approved in advance

          by a unanimous vote of the Executive Board.

c. All advance approvals made by the Executive Board must be posted to the general

   membership within 24 hours, and the message must include the members who voted

   to approve the spending.

d. If the core team refuses to approve an expenditure approved in advance by the

   Executive Board, any money laid out by a team member will not be reimbursed.

e. Votes of the core team to approve expenditures of more than $1,000 must be for

   specific items (e.g. hotel), not categories of items (e.g. entertainment).

f. A single vote for a number of expenditures may take place at once. However, individual

   expenditures on such a list that are larger than $1,000 must be for specific items, 

   not categories of items.

g. If a category of expenditures is approved, decisions about specific expenses

   must be made by the Executive Board, and must be posted to the core team

   within 7 days.

## 7 Conflicts of Interest

a. Members are associated with a company if they:

     i.   are employed by the company; or

     ii.  have a significant financial interest in the company; or

     iii. have a fiduciary duty to the company, such as membership

          on the company's Board of Directors.

b. Members are associated with a vote if it pertains to them or a company they

   are associated with.

c. Members are expected not to vote in cases where they have a personal conflict

   of interest (such as votes pertaining to a spouse or close relative). In these

   cases, members should disclose the conflict of interest to the core team.

d. Members must abstain from votes they are associated with, and a majority of

   the remaining members is required for approval.

e. The affirmative or negative votes of no more than 1/4 of the core team may be

   from members associated with the same company. This does not preclude excess

   members associated with a single company from voting, but it means that the

   votes of no more than 1/4 of the membership will count.

f. If votes do not count because they exceed the maximum allowed from those

   associated with a single company, a majority of the counted votes is required

   for approval.

## 8 Removal of Members

a. A 2/3 vote of the core team, using the normal voting procedures, can remove

   a member of the core team. Such a vote may not be expedited. The reasons for

   removal must be specified in the original motion, and a response from the member

   under consideration for removal must be included if provided before the vote begins.

## 9 Amendments

a. This policy may be modified by a 2/3 vote of the membership, following

   the normal voting policy. An expedited vote is not allowed.

b. An amendment replaces the current governance rules with a new document,

   created by applying the change. A motion to amend the governance rules

   must include the proposed change as well as the new governance rules once

   the change has been applied.

c. The effective date of a revised governance document is the date of passage.

   Actions taken prior to the passage of a revised document will be considered

   under the rules in place at the time the action was taken, unless otherwise

   explicitly specified by the rules.

## Appendix A - Members at the Time of Initial Approval

1. Brandon Aaron

2. Mike Alsup

3. Paul Bakaus

4. Rey Bango

5. Scott Gonzalez

6. Mike Hostetler

7. Paul Irish

8. Scott Jehl

9. Yehuda Katz

10. Cody Lindley

11. Dave Methvin

12. Doug Neiner

13. Todd Parker

14. John Resig

15. Jonathan Sharp

16. Remy Sharp

17. Leah Silber

18. Karl Swedberg

19. Ralph Whitbeck

20. Richard Worth

21. Jörn Zaefferer

## Appendix B - Conflict of Interest Example

Suppose the core team is 21 members, with 8 members associated with Acme Inc.

All 8 members may vote, but a maximum of 5 members (1/4 of 21) may vote

in favor or against a motion.

If all 8 members vote for a motion, 3 of those votes do not count, meaning

that the total number of counted votes is 18. As a result, a majority of

18 (or 10 votes) would be required for approval.

In this case, 5 members could vote for a motion, and the other 3 against,

and all votes would count.

[Yehuda Katz]

+1

[ScottJehl]

+1

[Leah Silber]

+1

Leah Silber
917.714.4953

[Dave Methvin]

+1

[Todd Parker]

+1


.............. . . . . . .

Todd Parker
Partner, Filament Group Inc.
102 South St. Boston MA 02111
617.482.7120
to...@filamentgroup.com

.............. . . . . . .

[Douglas Neiner]

+1

[John Resig]

+1

[Paul Irish]

+1

[Ralph Whitbeck]

+1

[Karl Swedberg]

+1

--Karl

[Brandon Aaron]

+1

--
Brandon Aaron

[Rey Bango]

+1

[Jörn Zaefferer]

+1

[Paul Bakaus]

+1

[Mike Alsup]

+1

[Cody Lindley]

+1

Sent from my iPhone

[Scott González]

+1

[Mike Hostetler]

+1

Mike Hostetler
http://mike-hostetler.com

2010/10/25 Scott González <scott.g...@gmail.com>

+1

[Richard D. Worth]

+1

[Jonathan Sharp]

+1

[Jonathan Sharp]

+1

[Remy Sharp]

+1

[Yehuda Katz]

As every member of the jQuery core team has voted, this vote is closed. The vote passes with 21 voting in the affirmative and 0 voting in the negative.

On Mon, Oct 25, 2010 at 2:37 PM, Remy Sharp <re...@leftlogic.com> wrote:

+1