Re: Draft of Proposal for the GNOME Foundation.

[Havoc Pennington <hp redhat com>]

Nat Friedman <nat@helixcode.com> writes: 
> I think it's bad that this stuff is getting discussed in private.  I
> want to send my proposal to the gnome-hackers list,

Everyone on gnome-hackers knows about this list, so you shouldn't post
off-topic stuff over there (the point of this list is to keep the
discussion in one place, so people can organize their mail folders,
and so that those on gnome-hackers who aren't interested can ignore
the discussion).

> and maybe other
> places too, to open up the discussion and see what everyone else
> thinks.  Let me know how you feel about that idea.
>

IMHO we will have unfortunate signal-to-noise ratio if we do that. The
list is open to anyone who wants to subscribe, of course, but it's
only been announced on gnome-hackers and that's probably a good idea
(I think), combined with inviting people personally if you know they
should be invited.

Of course it appears you already posted to gnome-list, which is really
damn annoying. That means we now have 2500 random users that know
about this list. This should have at least been discussed before you
did it, because there was agreement previously not to post there.
Come on, at least post to gnome-devel-list instead of gnome-list.
This is not a foundation for users.

I've set the list to require approval of subscriptions (previously it
was open to anyone who knew about it). I'll probably bounce all
subscription requests from people I don't know for the next few days
at least.

You should have at least waited for a consensus proposal from all of
us.

>        This principle  has real, concrete  meaning for the foundation:
>        All discussions must be publicly viewable, any person must have
>        the opportunity  to contribute to  the decision-making process,
>        and every GNOME contributor  must  have the direct  ability  to
>        influence the decisions which are made.  The foundation must be
>        democratic and friendly to  those responsible for  making GNOME
>        what  it is.  We didn't get  here by way  of smoke-filled rooms
>        and power hierarchies.  We got here because of people.
>

 - decisions don't get made in 400-person mailing list discussions;
   they were originally made by Miguel and some advisors, and more
   recently the steering committee ends up doing it. You can of course
   have a discussion on the list, but in practice a huge group can't
   make a decision. (You say later that decisions just "happen", I 
   don't think that's really it; I think rather a small group 
   makes the decisions, and at some point everyone else decides
   to go along with it.)

 - we have some things that have to be private, such as companies 
   interested in GNOME. Right now, these companies talk to other
   companies, like Red Hat or Helix, and non-corporate developers
   have no opportunity to participate in private discussions.
   This is what will keep happening unless we have a board that 
   can have private discussions; at least with the board, everyone
   in GNOME has a chance to be on it. 

I'm sure you agree here, but you might want to tone down the
principles a bit, or we'll get people saying that the board
contradicts our principles.
  
>        Free software  licensing has always been  a mainstay  of GNOME,
>        and we must     ensure that this   tradition  continues.    The
>        foundation must not allow any software module  to become a core
>        GNOME  component unless  it  is licensed   under the GPL,  or a
>        GPL-compatible license.  GNOME should strive  to be free, while
>        still being friendly to ISVs and commercial developers.
>

This paragraph is meaningless unless you define "core component",
which Miguel has refused to do and your above stuff about elitism
would make impossible. ;-)

It sounds like our only definition of "what is contained in GNOME"
will be the contents of the releases; I propose that we require them
to meet the open source definition (or the FSF equivalent), and leave
additional criteria up to the judgment of the board. For example if a
license is technically open source but certainly counter to the spirit
of open source, as many corporate Yet Another Public Licenses are, the
board could reject that license.
     
To pick a concrete exception to your rule, I think we should be
willing to make the Mozilla module of Nautilus part of GNOME, and it's
not GPL-compatible, but the MPL is overall a fine license designed in
good faith.
 
>     Public Image and Voice
>     -----------------------
> 
>        The foundation will be the sole entity with the ability to make
>        official  public statements for GNOME,  such as press releases.
>        The foundation will   also be responsible for   maintaining the
>        "GNOME brand," and will have  to determine the appropriate uses
>        of  the   associated trademarks    (which   will  need    to be
>        registered).  The  foundation    will  also   be  a    hub  for
>        joint-marketing efforts  by those  organizations (corporate and
>        non) which want to make GNOME-related announcements.

I do suspect that the GNOME foot and the word GNOME are already far
too widely-used to trademark meaningfully, but I guess many people
acknowledge Linux as a trademark though it's in the same situation.
 
>   Board of Directors
>   ------------------
> 
>     The  board is  the  primary   decision-making  body of   the GNOME
>     foundation.    It is responsible for   ratifying all decisions the
>     GNOME   foundation makes.  These  decisions    can, of course,  be
>     overturned by referendum.
> 
>     The board  will be made up of  a small,  limited number of people,
>     elected by the General Membership.  New seats on the board will be
>     made  available as the project grows,   subject to approval of the
>     board or referendum of the General Membership.
> 
>     Miguel will be the chairman and will preside  over all meetings of
>     the  board, unless he  is declared legally  insane and  "fit to be
>     tied" by the UN or the Pope.
>

Isn't the chairman typically just the person who enforces Robert's
Rules of Order? That sounds like something Miguel would not want to
do. ;-) He's welcome to it of course.

I don't think we'll have a "chief GNOME dude" position really.
 
>     No  single  organization or  company  will  be allowed  to  have a
>     majority of the  board seats, regardless  of election results.  In
>     the  event that a corporation or  organization holds a majority of
>     the seats,  directors from that   corporation will be  required to
>     resign until a majority is no longer held.
>

That seems sensible. Better yet, let's not allow any slate to come up
for vote which would create this situation.

>     approval  of the board  of directors.  Debian and  the FSF will be
>     given permanent positions in this body.
>

One worry about this is that this forum will certainly require
nondisclosure agreements or at least promises of nondisclosure, and
the FSF has a history of not wanting to sign those. 
 
BTW I think board members will have to be willing to agree to keep
information confidential when that is appropriate. We should make it
clear that that is a prerequisite for serving on the board.
 
>     Minutes shall be kept for all meetings  of the board of directors.
>     Votes on all topics will be recorded and attributed.  All of these
>     records will be archived and made publicly available immediately.
>

With confidential information deleted.
 
>     A   referendum   can be   issued by    any member  of  the general
>     membership.  

We need to require some sane number of seconds to the motion to
vote. Probably a percentage of total membership, say 5%. Otherwise
we'll have a vote every other day.
   
>     In order for a referendum  to pass, 1/3rd  of the total membership
>     must  participate, and 2/3rds   of the participating members  must
>     approve.  There will be a mailing list for all of the members, and
>     all  referenda   must be announced  to the   list by the initiator
>     before they are opened on the voting system.   At least three days
>     must pass before  the referendum is closed,  and no referendum can
>     remain open for  longer than seven  days.  [ These numbers are, of
>     course, eminently debatable. ]
>

7 days is most likely too short, people often take a vacation for a
week. I'd rather see 2 weeks.
 
>   Elections and Board Size
>   ------------------------
> 
>     Elections for the board of directors will  be regularly held every
>     year.  Members will  run  as a slate,  to ensure  that the various
>     parts of  the project have equal  representation on the board.  No
>     slate may be  proposed which violates  any board constraints (such
>     as majority control by a single corporation).
> 

OK you already said this (I guess I suggested it earlier).
 
>     The size of the board will scale with the number of modules in the
>     project.  The ratio (or whether or not this makes sense at all) is
>     an open question.
>

As Alan says I think the board should be a fixed size. Beyond 9 or 11
people, it will be too big to get anything done.
 
>   The  board of directors   will  be responsible for   authorizing the
>   release of a new version of GNOME.  The board will determine the set
>   of  modules which will  make  up the release   at  least 60 days  in
>   advance of the  release date, subject  to unanimous  approval of the
>   module maintainers.
>

There should be a provision to punt modules that are initially planned
on but just don't work out for some catastrophic reason. (For example,
the company writing the module goes bankrupt, or decides they don't
want to do it, or the module turns out to be buggy beyond all
redemption.)
 
>   If a new module is being included in a release, all its contributors
>   have the option to become part of the General Membership.
>

It isn't clear to me whether you're proposing that a module must be
planned for a release before its contributors can become members. 
There are plenty of people on gnome-hackers writing stuff 

>   The board of directors will be primed by the election  of a slate of
>   initial members.  Anyone   may propose a   slate, so long  as it  is
>   approved by at least 5 general members.
>

Let's say a percentage, not a fixed number. Maybe 5%. 

Also we need to put in one of these voting systems as previously
discussed (so you have to get a majority to win, etc.)
 
>     1. Historically, decisions in GNOME  haven't  been  made.  They've
>        just sort of happened.   Does  this foundation really  have any
>        chance of doing  anything useful except issuing press releases?
>        If it's going to be  useful, I think it's  pretty clear that it
>        has to be a natural growth step from whatever "organization" we
>        have now, and it has to be wide, wide open.
>

As I said above, I think the board etc. is actually more open than the
way we've decided stuff in the past. 
 
>     2. How do we determine the size of  the board?  Does it make sense
>        to expand this thing with    the project?  To some extent,   it

No, it will be too big.

>        does, since the  project  is going  to continue to  grow as the
>        industry  does.  And  we don't have   a set of  totally neutral
>        non-affiliated  people to  sit on  the board and  independently
>        represent   several organizations/modules/companies (about  the
>        companies thing, keep reading).  But  too many directors can be
>        a problem too  (deeper hierarchy?).  Do we  put term limits in?
>        Why?
>

Term limits strike me as pointless.
 
>     3. Does this address the  needs of companies in this space, while
>        keeping them sufficiently at  arms distance that they can't  be
>        divisive and use the foundation as leverage  to their own ends?
>        I tried to design something  which would.  Companies have  *no*
>        official   voice   in   the    foundation,  and    *no*  direct
>        decision-making ability.  But realistically, as Havoc has said,
>        you  can't expect people not to  represent their companies when
>        they  vote.  And  does the  Forum do  everything companies will
>        want it to do?
>

We need to hear from companies on this.
 
>     4. Can the general membership  voting system actually be  done?  I
>        think the  software  is pretty  trivial.  But  will it be used?
>        Does democracy work?  Are we going to get gerrymandered?
>

The software is pretty easy, the hard thing is collecting the database
of public keys and keeping it secure.

Havoc