Make-up of the Board

[Adam Goetz]

First off I'm excited about what the foundation could do. Secondly I
am not a lawyer, nor do I play one on tv.

A few concerns I have with the sizing of the board. Excluding the
initial formation, the bylaws set the board at five members, which can
be modified to be a minimum size of three. Personally I'd like to see
more seats added to help bring a broader view to the board. I'd say
seven to eleven directors would be a better size to shoot for.

Currently quorum (the way I'm understanding it) can be as small as one
third of the board. Article 4 Section 7 says, "...but in no event
shall a quorum consist of less than one-third of the number of
directors then in office." So a board of five needs two members to do
business; a board of three only needs one? The latter is especially a
worry.

I know it creates more overhead, but I'd love to see some kind of
membership be created. Add some director positions that members would
vote on. This way the community actually has a larger hand in the
organization.

Thanks,
Adam Goetz

[johnvpetersen]

I agree...The more of a cross section of the community you can get,
the more likely you are to get consensus. That said, I still believe
the basics tenets of the organization need to be hammered out. Here is
the mission statement again:

Enabling the exchange of code and understanding among software
companies and open source communities

What exactly does that mean? Unless you can specify some concrete ways
this mission is going to be fulfilled, there will be real problems.

<JVP>

[Adam Goetz]

I'm in total agreement with you on that John.

[jrwren]

I disagree.

I've never seen anything great come from committee or consensus. I'll
refer you to the JCP.

The 3-5 person board will make take action very easy for the
foundation. Especially in open source, more opinions means more
dissent which means less and less would get done.

Further, I'm sure that the formation of the foundation leveraged
Microsoft's lawyers. I'll bet they are pretty good.

--
Jay R. Wren

[johnvpetersen]

Re: Microsoft lawyers...their job and sole responsibility is to act in
the best interest of MS...period.

A 3-5 member board is too small..it concentrates too much authority
with a small group of people. There are 9 people on the Apache board.
There are 6 on Mozilla. I don't like even numbers because that creates
the possibility of tie votes. I agree that as you add more past an
optimal #, the law of diminishing returns kicks in.

Dissent can be and should be a good thing. The point is, there needs
to be a common goal and mission. The key is how to get their. That's
why a business plan is key.

JVP

[Mark]

Certainly part of the initial thinking was that a smaller board can
act more quickly, and some nimbleness is important in the early
stages. But we welcome a variety of view points on what the best board
structure should be going forward, and are open to changing the
structure based on considered feedback.

There was also a lot of thought put into making this a membership
organization. To do that, though, you have to determine what sort of
people and organizations should have membership status, and what
authority members have in the governance structure. It leads to
questions like, "is there only one kind of member?", "should there be
different categories of members?", "what's the difference between a
member and a project?". Going public with a very minimal structure
that could be quickly adapted just seemed like a better approach than
trying to figure out the right kind of membership organization in a
vacuum. But we'd love to hear people's ideas on this topic.

-Mark Stone
Deputy Director
The CodePlex Foundation

[scott...@gmail.com]

The first suggestion I would make would be to amend the laws to only
permit one employee of a company to sit on the board at any given
time. To increase the diversity of opinions. Ideally, it would
disallow partners/vendors from being on the board as well but given
the complicated web of relationships that exist in the tech industry,
that may be impossible.

[Jay Glynn]

This seems like a reasonable idea. I don't have a huge problem with the size of the board, I can see pros and cons each way there, but either way diversity is key.

[Bill Wagner]

Personally, I think this is impractical.  People change jobs.  Someone should not be required to leave the board for the reason that they took a new position (or their company was purchased). 

 

Also, it may make it harder for a company to find someone to sit on the board.  I’m certain Microsoft will have someone on the board at all times (they do have $1M invested.  If I gave CodePlex that kind of money, I’d demand a seat on the board). If that person were to leave MS, they would lose their representation.  Most reasonable people would see a board where a single company had a significant, but minority representation as functional.

 

I think this issue can be handled by creating a slightly larger board (somewhere between 7 and 9) and some minor modifications to the quorum rules so that the board can conduct business when some board members can’t attend, and yet still prevents a minority from hijacking policy. 

 

-bill wagner

[scott...@gmail.com]

Bill,

Remember the laws do not provide for any election of board members.
The outgoing member chooses his/her successor. So if someone left the
board, it wouldn't mean that the company is necessarily without
representation.

As for having to leave the board because they took another job.
<Shrug> stuff happens.

On Sep 16, 11:25 am, "Bill Wagner" <wagner...@comcast.net> wrote:
> Personally, I think this is impractical.  People change jobs.  Someone
> should not be required to leave the board for the reason that they took a
> new position (or their company was purchased).  
>
> Also, it may make it harder for a company to find someone to sit on the
> board.  I'm certain Microsoft will have someone on the board at all times
> (they do have $1M invested.  If I gave CodePlex that kind of money, I'd
> demand a seat on the board). If that person were to leave MS, they would
> lose their representation.  Most reasonable people would see a board where a
> single company had a significant, but minority representation as functional.
>
> I think this issue can be handled by creating a slightly larger board
> (somewhere between 7 and 9) and some minor modifications to the quorum rules
> so that the board can conduct business when some board members can't attend,
> and yet still prevents a minority from hijacking policy.  
>
> -bill wagner
>
> From: codeplex-...@googlegroups.com
> [mailto:codeplex-...@googlegroups.com] On Behalf Of Jay Glynn
> Sent: Wednesday, September 16, 2009 2:01 PM
> To: codeplex-...@googlegroups.com
> Subject: Re: Make-up of the Board
>
> This seems like a reasonable idea. I don't have a huge problem with the size
> of the board, I can see pros and cons each way there, but either way
> diversity is key.
>

> On Wed, Sep 16, 2009 at 12:53 PM, sc...@lazycoder.com <scottck...@gmail.com>

[Bill Wagner]

Scott,

The board (not the resigning member) chooses the replacement (See sections
3.5, 3.8, and 3.9 of the bylaws.) Of course, the usual IANAL applies and I
could be missing something.

-bill wagner

[johnvpetersen]

I thought that was the case. I took a quick look at the by laws. They
are pretty much still in their boiler-plate status. Boards have to
operate in the best interest of the entity and must vote as a group. I
saw some FUD being passed around that stated that board members could
pick their own successors. That is simply not how entities work...and
all one needs to do is look at the by laws to see that is not how
things work.

Thanks for picking this up.

JVP

[scott...@gmail.com]

That was me FUDding I guess. I misread. It does indeed say that the
Board of Directors picks the successor both at the end of their term
or via resignation/removal.

On Sep 16, 11:50 am, johnvpetersen <johnvpeter...@gmail.com> wrote:

[Bil Simser]

A couple of points on the make-up:

1. I fully agree with Scott in that one company should not dominate the
vote. While I understand MS has $1M invested, the point of the openness is
to not make it a MSFT thing with a few token representations from non-MS
peeps. Diversity is key and I can see more than one from a firm being
represented, but not a majority. If someone leaves a company and joins up
with another where the board representation is already maxxed out, that firm
and it's represented members (along with the rest of the board) need to
communicate and reach some kind of consensus.

2. Small is good for agility but I don't know the correct number. Each
foundation will be different so picking a number based on another
foundation's membership is no more valid than picking one using random.org.
I would suggest however that perhaps while the board makeup might be say 7
it only needs 5 representatives to make any decisions. This allows
flexibility where members may not be able to attend and not bog the system
down waiting to get everyone in the same room. Everyone would have to
unanimously agree to a setup like this of course.

3. The board itself and any vote or decision should be done with an odd
number of participants to avoid any ties. If you can only get 4 onboard for
a vote, the vote waits until 5 are available. There should probably be a
minimum number as well (based on the total number of members).

-----Original Message-----
From: codeplex-...@googlegroups.com
[mailto:codeplex-...@googlegroups.com] On Behalf Of Mark
Sent: September-16-09 10:36 AM
To: CodePlex Foundation
Subject: Re: Make-up of the Board

[Mark]

Some great discussion here. Let me comment on a few things.

While I haven't ever been employed by Microsoft, and certainly don't
speak for them, I can apply some common sense about what I would want
if I gave $1 million to someone. Wanting oversight just seems
sensible. Venture capital firms expect that kind of supervision when
they make an investment. This isn't so very different. If it were my
money, and I were ceding controlling interest to other parties, I
would want to do so with other parties who put some money in as well.

At the same time, I wouldn't expect others to put money in until they
had a clear sense of the details and activities that will give life to
the mission of the Foundation. Those details are not there yet, and --
this is important -- they aren't supposed to be there yet. The
Foundation really wants the details and course corrections to be done
in as open and transparent a manner as possible.

So there's a bit of "chicken and egg" problem here: sharing governance
more broadly makes sense if everyone sharing has a financial stake in
the game, but being willing to put a financial stake in requires real
details to the mission, and to develop those details openly requires
an entity out in the public that already has some governance in
place....

So let me turn this around and ask a question from a different
perspective: if all of the governance and all of the decisions of the
Foundation are open and transparent, what is the fear? What problem
are you trying to solve that requires a change in governance? At any
point that we make a decision or go in a direction that negatively
impacts the mission of the Foundation, we expect you guys to call us
on it. We not only expect it, we're counting on it.

Question the governance, and call for a change, when and if you see
that the Foundation is being governed badly. Until then, is this
really the highest priority issue?

If we can flesh out the details on how the model license and
contribution agreements work, whether changes are needed there,
whether alternative agreements would make sense as part of the
collection of model agreements; if we can spell out what types of
projects should have what types of affiliation with the Foundation; if
we can develop some actual stories of where software companies are
feeling uncomfortable getting involved in open source and where
projects have been impeded by software companies... if we can make
progress on those issues, then we will have a Foundation that makes it
much clearer why other companies would benefit from sponsoring the
Foundation, and why projects would want to affiliate with the
Foundation. At that point I'm confident that a change in governance
will happen as a natural, organic part of the process.

So let's solve the right problems in the right order.

[John Petersen]

I don't think fear is the right way to couch the issue. I think Ayende's basic question sums it up best for me...what value will the CPF bring to a project? What will a project and its team being able to do that it could not do before  - or - what will it be able to accomplish in an easier fashion than it could before. These are the kinds of thing I would expect to see in a plan. Again, I will go back to the WAN Party. Britt Johnson was confronted with specific questions on what the CPF will do. The word he used was facilitate..but it was a word that could not be defined for this context. After Britt dropped off the call - the discussion continued - and it was mostly centered around more questions over what the real purpose of the CPF is.

At this point, I think you have a good number of suggestions.

There are already a number of OSS foundations in existence today. Therefore, it is not a blank slate. Differentiation is going to be key. How will the CPF be the same...and be different from the other groups. The deal is - those questions cannot be continually re-directed to the mission statement. I am not saying anybody is doing that. But at the same time, it does appear there is little to no concreteness. That's fine.. That's what we are doing here...having a conversation and offering suggestions. Again, I think there is some consensus already. I may be in the minority when I suggest that it should be a specific stated purpose that the CPF is geared toward supporting OSS projects in the Windows/.NET space. I don't think there is anything wrong with it. It would certainly be a differentiating aspect of the foundation.

JVP

[Miguel de Icaza]

Hello,

    Scott's idea of limiting the number of representatives from a single company is not new.   We did this with the Gnome Foundation[1] with the idea that the board would not be entirely on one company's pocket and it has worked well. People did change jobs and went in and out of the board due to changes in their affiliation.   I do not feel strongly about going on either way merely on the grounds of control.

    In the end what is most important is to have a functional board of directors, and different board members bring different assets to the foundation.  And this is perhaps where we need to seriously consider the mix of members in the board.  A more diverse board will bring different connections and relationships.

    Imagine a board where we bring the best people from Adobe, IBM, SAP, Intel and Oracle.   There are great minds out there that could do wonders for the goals of the foundation.  If anything, the diversity will make us stronger.

Miguel.

[1] There is an important different though: the board of directors of the Gnome Foundation are elected by the members of the Foundation.   So the rule to limit the company representativity was put in place to avoid a situation where a single company would have most of the contributors dominate an election.

[Pablo Barrera]

Hello,

On 21 sep, 23:54, Miguel de Icaza <miguel.de.ic...@gmail.com> wrote:
> In the end what is most important is to have a functional board of
> directors, and different board members bring different assets to the
> foundation.  And this is perhaps where we need to seriously consider the mix
> of members in the board.  A more diverse board will bring different
> connections and relationships.

In sum of Miguel is saying, and having some experience on organization
concern
in open source community, theres a common problem the "absense of
diversity" on
a first board. When community, begin to need more connection with the
board, begins
the first pushing to bring other members to the board, not originally
chosen for this role.

To not become a board of spitefulness between roles, its needed
diversity, to give clearence
to the project. The problem behind other FLOSS foundations is the
vertical management, that
creates more forks and disagreements than unity. i.e This is a common
tip in latinamerica.

As a lot of time, was written on port25 and other places, MS comes to
OSS world to learn too, so
its good from MS understand than diversity, will give more capability
to understand the inner processes
behind open source foundations and working dynamics.

Structure, doesnt end with the board itself. The different areas of
contribution between companies and
open source community, cannot become such as employers of certain
companies. To get an strong
backbone of contribution, you need community affairs people, with the
proper knowledge to
manage communities, to make a better feedback to the board. MS has a
lot of experience with it, and
OSS community has a lot of actors, ready for that work.

Board need to become the representation of the "relationship" between
community and companies, board, so,
must become the expresion of that union, and this will make more
afluent and abundante the communication flow.

Other thing, not less important ( i dont know if i am asking too
much : ), is the commitement for each memeber of
the board. Theres for sure than some members, if not all, will be part
of a company. But, an strong board, will come
from the commitment to open source relationship with the entire board
itself. Its depends, of course of each company.

> Imagine a board where we bring the best people from Adobe, IBM, SAP,
> Intel and Oracle.   There are great minds out there that could do wonders
> for the goals of the foundation.  If anything, the diversity will make us
> stronger.
>
> Miguel.

+ 1


Pablo Barrera