Suggestions for CodePlex.org via Slashdot
Phil Haack
Found this post by Andy Updegrove, lawyer and founder of ConsortiumInfo.org, (via Slashdot) about the new CodePlex Foundation.
http://consortiuminfo.org/standardsblog/article.php?story=20090914102959510
The author gives the following recommendations:
If Microsoft really wants the open source community, as well as Microsoft’s competitors, to believe that CodePlex is intended to be a safe, neutral place for them to spend their time and efforts, this would be my “must change” list:
1. Provide that the Board will have no fewer than eleven members.
2. Provide that no company and its affiliates (including Microsoft) can have more than one representative on the Board of Directors or Board of Advisors.
3. Provide for a distribution of Board seats by category in order to ensure a truly representative body. That distribution might mean only two seats for commercial software developers, two for open source foundation project managers (a Linux kernel developer lead would be a good choice for one), one for a large enterprise software user, one for a small to medium enterprise (SME), one for a government agency representative (this seat might need to be non-voting), and so on. By a simple majority vote, the Board would be able to change this distribution over time as the marketplace continues to evolve.
4. Establish appropriate membership classes with the right to nominate and elect directors.
5. Commit to an open membership policy, such that anyone can join, subject to meeting minimal, non-discriminatory eligibility criteria (I expect that this is already Microsoft's intention).
There are some additional changes that the Interim Board would be wise to consider implementing as well, each of which would greatly increase credibility and encourage participation:
1. Take back three quarters of the initial funding, and charge corporate members a fee to participate, in order to ensure that the organization is not dependent solely on Microsoft to pay the bills.
2. Provide for the formation of committees and working groups that will carry out the actual work of CodePlex within the strategic plan established by the Board. These committees would develop and adopt deliverables that would be subject to final approval by the Board of Directors, but the Board’s role would be limited to ensuring that proper processes have been followed, and that final deliverables are consistent with the initial charters of the working groups that created them.
3. Hire an outside management company to provide staff, rather than using Microsoft employees.
Yes, that’s a lot of changes. But if there really is a need for individual developers and commercial vendors to get together in a new organization, then community members will need to feel like CodePlex is a safe place to be. Right now, I can’t see that happening without some serious rethinking of the entire governance structure as currently proposed.
Interesting feedback.
Phil
John Petersen
This list was linked on the infoq piece: http://www.infoq.com/news/2009/09/codeplex-foundation
I think attorney Updegrove presents a number of good points. But...there are some that I do take issue with. For example, his missive that MS immediately take back 3/4 of the funding. I am not sure that does. In one way, it sheds light on what appears to be a pretty anti-MS bias. And given his CV, that is not at all surprising. I don't think there is anything inherently wrong with MS putting up the seed money. It has to come from somewhere. As long as the foundation does good things, who cares.
His over-arching theme of independence is spot on. From an external facing standpoint - for the purpose of credibility - I think his points are valid. All I would say is that the CPF needs to be as "independent" as any other entity in the space. Again, I see some of his tone tinged with a bit of anti-MS bias. We have all heard the refrain before, the whole "not invented here..." mind set, etc, etc. We know that. Time to move off that asap...
I don't think the membership class issue point brings much value. I get where he is going...and it has more to do with internal governance. If anything, I would say it is a bit premature...if it is required at all. As an example - look at the Apache Foundation bylaws: http://www.apache.org/foundation/bylaws.html. Notice that there are no membership classes. And yet, if you read the bylaws, it makes reference to membership classes (if they exist). This gets to the boilerplate nature of these things. I can't tell you how many of these bylaws I put together when I practiced law full time!! In this case, some of the unimplemented boilerplate language is in the Apache Foundation bylaws. It actually happens much more often than you realize. That's right, you can find sloppy drafting anywhere!! Also notice that the Apache foundation has 9 members - 2 less than what Mr. Updegrove would suggest is required for the CPF to pass muster. Again, the big point here is that Mr. Updegrove is imputing the CPF, requirements that a bit more onerous that are out there today.
Bottom line, membership classes, by themselves are not that important.
I will go back to the basics on this mission CPF is seeking to fulfill. I have already commented on that - most recently here: http://groups.google.com/group/codeplex-foundation/browse_thread/thread/fbcbd04587e59510. Attorney Updegrove, IMO, gives too much emphasis to the org structure specifics and not enough emphasis to the actual workings and purpose of the CPF.
JVP
________________________________________________________________________