[OpenAFS] Foundation Board - Grandfather In The Elders?

Russ Allbery rra@stanford.edu
Tue, 11 Nov 2008 14:34:31 -0800

Evan Macbeth <emacbeth@sinenomine.net> writes:

> What if we decided to grandfather in the current Elders as the initial
> Board of Directors of the Foundation?

I think that, in practice, this needs to take the form of saying that the
Elders should appoint the initial Board of Directors.  Otherwise, you're
assuming that all existing Elders are willing to and should serve on the
Board, and that's not necessarily a good assumption since the legal
liabilities and obligations change.

Apart from that modification, given that I was arguing for that today, I
clearly agree.  :)

> A. Grandfather in the organizations that currently have Elders as
> organizations with Seats on the Board of Directors of the Foundation,
> with those seats currently occupied by the specific elders, but with the
> possibility of the people being replaced by the organization holding the
> seat at the organizations discretion.

Membership in the Elders is currently individual, not by organization,
although Elders have always been chosen to try to represent a broad range
of the OpenAFS community via the organizations with which they work.

> In my opinion, it is the Board of Directors whose membership is most
> critical, as the BoD has the power and responsibility to define all
> other parts of the Foundation (TAC, etc). We can (and should) debate how
> the TAC should work and be formed, but it is the authority of the Board
> of Directors that gives the TAC its own authority, thus, we need a BoD
> first, and soon.

I think it's important to recognize what the role of the Board is in the
Foundation that's proposed.  In my view, the purpose of the Board is:

1. Ensure that the Foundation meets its legal requirements with respect to
   accounting rules, operating in the public interest, meeting legal
   obligations such as publication of minutes, properly handles potential
   or actual conflicts of interest in negotiation of contracts, and
   publishes proper accounting statements.

2. Oversee the prodecural implementation of the Foundation charter.

3. Oversee disposition of assets of the Foundation, the Foundation web
   presence, allocation of resources to support development, and so

4. Raise funds for the Foundation and represent the broader user community
   in decisions about resource allocation.  The general user community is
   not going to have an effective voice via the TAC or through any
   democratic process for the simple reason that general users are not
   going to participate in governance discussions.  They will rightfully
   view this as a waste of their time.  They are, for the most part, not
   going to be willing to engage in extended discussions on mailing lists.
   They'll either like the softwar and uses it or won't and therefore
   won't.  If they like it, they may be convinced to donate to it.
   They're very unlikely to invest a lot of time in detailed management of
   where their donation goes after that, unless the donation is to
   accomplish a specific project.  The Foundation therefore needs people
   who will actively seek out and get input from users to pass along to
   the development community, particularly in the form of doners, and help
   steer the Foundation in the broad towards actions that help those

The Board should not be a technical body.  Even with point four, where
some understanding of technical issues is worthwhile, I see the Board's
role as determining which projects people want to fund directly, providing
feedback to the TAC and Project Leads on what they're hearing from users
who are considering giving money, and ensuring, through point two, that
doners have a say in the technical decisions if they want them.  The sort
of steering that I see the Board doing is more a matter of focus than a
matter of specific technical decisions.  The Board should not, for
example, get involved in choosing between ways of implementing some
feature or in prioritizing unfunded work, and should ideally only be
involved in prioritizing funded work insofar as that's needed to ensure
that doners stay happy.

This is a governance model that's worked successfully with other projects:
a clear separation between the technical development community and a board
of directors that deals with financial decisions and funding.

The point of forming a Foundation, rather than continuing as we are now,
is to have a framework to handle money.  The point of the Board is
inherently financial.  We need to be able to collect money, enter into
contracts to do funded development, and pool money from multiple doners to
tackle larger projects.  We *don't* need the Board as a new technical
decision-making body.

I say all of this because I want to make sure that people are drawing a
really clear distinction between what the Board of Directors would do and
what the TAC would do.  Most of the people who are providing feedback on
this list are going to be primarily concerned with the TAC.  Most of the
people here are either developers or highly technical users.  The
decision-making body that is involved in those sorts of decisions is the
TAC; the Board should be mostly invisible from that angle in my opinion.

Russ Allbery (rra@stanford.edu)             <http://www.eyrie.org/~eagle/>