First off - I'd like to apologize for taking so long to respond to this thread. I've had some personal issues that have prevented me from being online, but I'd like to address some of the issues brought up by Adam, as well as by everybody else.
I really want to step back a second, and try to focus the discussion here a bit.
I think it's important to try to put what we're doing in a little perspective. Then I can try to address some specific points. This is, of course, just my view of what's occurring, and I will provide some of my views and perspective on what we should, and most importantly, shouldn't be focused on at this point in time, as well as why.
Tomas and Phil started FSSF informally, with the best of intentions. Don has been involved, as well, and the three of them have been operating it, with support from the community. There has always been, as part of the mission itself, a mention that legal establishment was a goal.
Over the last couple of years, FSSF and fsharp.org
has had quite a bit of success. It has also made some mistakes - and I suspect few people would disagree with either point there. However, I personally think it's successes have outweighed its problems, and it has value which is worth preserving and growing in the future. The question is how do we do that, and what's important for that process.
Given the success, the FSSF and fsharp.org
is now incredibly valuable to the community. There are some assets involved, such as the domain name, social media accounts, the logo, and similar. The value of these, while seemingly small, is actually quite large at this point, especially as searches for "F#" or "fsharp" always pull up the F# Software Foundation as the top search item organically. This brings a lot of exposure, and provides us with a huge opportunity. There is also a huge amount of value for everybody in the ecosystem in having a foundation which supports some of the core functionality (compiler, etc). However, there are some fundamental problems with the current lack of structure. The assets are owned by various people, with no real means of protecting them if something were to happen. There is also a lack of formal structure, and that, in my opinion, is a large part of what's caused most of the valid complaints brought up in these threads. There is a mechanism we can use to try to improve things, both by centralizing the assets and protecting them for the community, as well as providing the structure needed to put in place guidelines which should help mitigate and avoid some of the problems in the past.
Right now, we are just taking that single step - and nothing else. The mandate that those of us are working under right now is to provide legal establishment and the best structure possible for FSSF moving forward. Questions about how we should handle other issues are incredibly important, but can and should come later.
At this point, there are a few issues being raised, a couple of complaints, and some ideas for how to move forward. I'd like to address some of these, and provide some information about my thinking of how we can avoid much of this in the future.
First, I'd like to address the idea of "secrecy" in the process. I completely understand this - but I also would like to point out that, as I mentioned before, the desire to become legally established has always been public, from the first when the mission statement was placed on the website. There is nothing "new" happening here that hasn't been mentioned before on the website. This is just taking that step. I know that nobody involved was intentionally trying to be secretive - we're just trying to do our best and to make sure that the process happens, and that it happens correctly.
Part of the problem here is that there is no real channel for discussion specially about FSSF, as it really hasn't existed in a formal, structured manner. This forum is the best option, which is why everybody is being included here, but it's really not necessarily appropriate for discussions of things like legal details, etc. When a discussion takes place now, where here or on private channels, there is no mechanism to make sure that discussion is implemented correctly or that the correct people are included. This has been a problem, and as time goes by, I've started realizing it's a significant problem with FSSF today. I've been copied on various discussions that have already occurred multiple times over the last year - and many of the ideas brought up haven't gone anywhere because there's no record, nor a good mechanism to make the change that's often needed. This is a huge part of what I hope to address - a formal organization puts rules in place which provides communication channels for people to address issues directly, puts rules in place for how things happens, and creates records of what occurred and decisions that are made.
Those of us involved haven't been trying to be secretive - there are actually a large number of people involved in this effort, and that wouldn't be possible with secrecy as a goal. We are actually trying to be open - and keep a dialogue going, hence this thread, and the complete willingness by myself and others to discuss this publicly, privately, or however people choose in order to address concerns and issues that arise. I do apologize to anybody who feels left out, or that this came out of nowhere. As I've said, I'm very happy to discuss this personally with anybody, and if you want to be involved, please let us know and we can discuss that as well.
Next, I'd like to address Adam's 9 points, but also to bring another perspective to the discussion in terms of what we should focus on at this point in time.
First off- Sorry that the funding page wasn't linked here. I've corrected that - it was accidentally "reverted" in an edit, but the intention was always to have it link here. It now does.
Adam's first two points are all related to spending and day to day operations. The third relates to guidelines and rules about associated projects. All of these are, in essence, operational issues. I will address these last.
Your point #4 I do disagree with. I think that including people and support from the informal organization provides continuity - we're not trying to start a new foundation, we're trying to legally establish and formalize the one that already exists, and set it up in a manner to prevent many of the issues that have arisen in the past. However, this doesn't mean the people who started the informal organization will end up permanently part of the Board due to your issue #5.
For #5 - The current plan is to have a clause in the bylaws which explicitly states that Board members will receive no compensation for their involvement. This is a fairly standard clause in a non-profit in the United States, and something that we will keep as we want to make sure we can have the proper tax status, etc. That doesn't mean that nobody will ever be able to receive compensation - appointed positions and staff members typically do receive compensation in a non-profit, and that's typically required to get the "best people" in place. At a certain size, most larger organizations, for example, pay their Treasurer a (relatively small) salary as they want a professional accountant, not a community member. This won't be an issue for the foreseeable future, as we have no plans to have any paid staff, but we don't want to limit ourselves or our growth as we become more successful. Again, this will all be drafted in a way that's in line with the legal requirements for a proper non-profit charitable organization, which hopefully will address your main concern, as that specifically puts many guidelines and rules in place to discourage favoritism and manage conflict of interest.
#6 - The current plan is to have annual elections for the Board of Trustees. This would allow the entire governing body to be rotated out on an annual cadence should the community decide that is the correct approach.
Points 7 and 8 relate to the goals - and I believe both of these fall under the current mission statement and mandate of FSSF. I would love to discuss ideas of how to be more effective moving forward in both of these topics, but agree 100% that they need to be priorities.
#9 - Agreed. Any "company" type listing should be done in a way that avoids favoritism. I personally prefer random shuffling, as alphabetical always lists certain people first (which provides a bias), but agree with the intent here. This is, again, and operational issue that I'd like to address at some point, but is really a separate issue to the legal formation. We started this process with the revamp of fsharp.org
, btw - sponsors and testimonials are now randomized on the main page. There is still more work to be done here, though.
Back to your operational issues - and I'm addressing this last because I feel this is an important thing. Whether I agree or not with your points here, Adam, I do feel very strongly that now is not the right time to address these. The important thing to have "set in stone" legally is the overarching goals of the Foundation. The mechanism by which those goals are achieved can and should be flexible. Our industry changes far too quickly to try to predict how any of us will feel about this in ten or twenty years time - and I am trying to work to setup the FSSF in a way that it will be sustainable for the long term. As such, operational issues, other than those related to governance of the organization itself, shouldn't be mandated in the Foundation's legal formation. They're much better off done via resolutions after the fact which can be changed when the industry changes around us.
My thinking here is that we need to get better safety, structure, and transparency. A legal basis helps with all of these issues. It moves the assets out of individuals' hands and into the foundation itself. It provides rules and guidelines by which change happens and is documented. It also provides the mechanisms for moving forward and being sustainable in that it provides structure in how the governance works in the long run.
Right now, that has been our focus. All of the other discussions being brought up, such as how and where to spend money (aside from requirements that arise from legal establishment), operational issues, and other issues are incredibly important, but I feel that it's actually a mistake to try to address them now. This somewhat ties back to that "secrecy" problem, and is something that's been on my mind since the beginning. I'd like to point out that, in all communications, we've always referred to ourselves as the "interim Board of Trustees" - this is because we want to potentially be replaced. Right now, our focus has been on getting the right people in place to put everything on the right path, and hold elections for the Board of Trustees moving forward. After that first election, the Board would be comprised of people voted in by the community, which represent their views.
In my mind, the role of the interim Board is purely to get the legal basis established, and to get the proper foundations in place for communication, membership, voting, and the like. Any issues we want to address are going to need to be done with far more care and deliberation, and, if significant, most likely include the members in more formal manners (ie: potentially doing some voting and not just discussion, etc). I want to prioritize establishment, however, as getting the structure in place allows everybody who wishes to be involved to have a voice, and to be part of the governance of FSSF directly. The Sustaining Members, at that point, would be able to elect a new Board of Trustees, which may include some of the original Board, but could also be a completely new set of people.
The second Board would be the people who really should be implementing change. If we try to put this change in place without having the proper foundation, I feel that we're just perpetuating some the problems that have existed in the past, and which you're alluding to in your post. My hope is that this can be done relatively quickly - the interim Board wants to get things setup, and we need some time to make sure that happens. We don't want to dump a load of work with no history, background, or research on the legal requirements on an entirely new Board, which would happen if we switch over too quickly. That being said, I personally want this to happen as soon as practically possible.
Again, this is purely my perspective on how we should approach things. I know some members of the interim board have an interest in trying to address your 2nd and 3rd points right away, but I think that should be a different discussion. Right now, I think we need to focus on questions related specifically to the legal establishment, and focus on operational issues once the establishment has happened, and the proper channels are in place to correctly include the vested community and provide formal mechanisms for implementing any change.