second draft of Charter for Foundation

[Bart Decrem <bart eazel com>]

Hi everyone,

I have taken the liberty to create a second draft for the Charter of the
Gnome Foundation, building on the work that Nat has done.  I'm certain
there'll be lots of feedback and that there's tons of problems with this
document.  I also know that I have not incorporated many of the
suggestions that have been made online.  To the extent possible, I would
appreciate it if you could send feedback in the form of
edit-suggestions.  I'd like to see if we can get to a third iteration of
this document over the next week or so that WILL incorporate many of the
proposed changes.

The major changes are:
- I propose to incorporate the Gnome Foundation as a US nonprofit
foundation
- tons of changes in the election sections

Bart

---

Draft Charter for The GNOME Foundation
Draft Two (18 July 2000)

Bart Decrem (bart@eazel.com)

---

Disclaimer:

This document is based on Nat's earlier draft (aka The Friedman
Manifesto). I have attempted to incorporate some of the feedback that
was posted and have tried to address some of the unresolved issues from
Nat's proposal.

I'm sure there's still plenty of flaws with this proposal and some
controversial aspects. Let's see if we can work through these and find
consensus.

I have made changes to the body of this document. At the end, I have
made a list of changes with some explanations as to why the changes were
made. If there's something wrong with this document in this version,
chances are, it's because of me - so feel free to flame me, instead of
Nat.

Many of the changes are line-edits to make this document ready for
public consumption. So I have taken out some wording that was bound to
stir emotions outside of the Gnome community.


===============================
I.Goals of the GNOME Foundation
===============================

In order to sketch even a rough outline of the foundation's layout and
operational procedures, we must first agree on the entity's raison
d'etre -- why is it here, and what do we want from it? Once we agree
(within epsilon) on our objective, we just have to determine how to get
there.

Different people have different ideas about what the foundation is
supposed to be; for example, is it a collection of individual hackers or
a consortium of corporations? These differences are okay, and a lot of
them can be resolved, but we have to talk about them out-loud. Also, a
clear expression of our common goals will make the foundation's job
easier in the future, when a tricky issue arises and the role of the
foundation in handling it is not clear.

We have divided the goals of the foundation into two categories:
principles and tasks.

Principles are the cultural and moral guideposts which are intended to
help us determine how the foundation should be structured, and how it
should act.

Tasks are the issues and decisions the foundation will face: how to
release new versions of GNOME, how to disburse funds, how to manage
corporate involvement and joint marketing, and other duties. The
day-to-day humdrum of modern living.

The tasks are the letter of the law; the principles are the spirit.
Well, that's the intent, anyway. I don't presume to speak for everyone,
or to have any deep anthropological insight into The GNOME Community.
But I do think that a lot of this stuff is common sense.

Principles of the Foundation
============================
These are the guidelines which we used in determining the proposed
structure of the foundation. Hopefully they will sound ludicrously
obvious, which would mean that we're all on a common ground here.

Open and Public
---------------
In almost every sense of the word, GNOME is an open project. This is one
of our greatest strengths, has always been, and should be the balefire
by which we plot our course into the future.

The foundation should not be exclusionary or elitist. Every GNOME
contributor, however small his contribution, must have the opportunity
to participate in determining the direction and actions of the project.

The openness of GNOME has always been a point of pride for us, and an
important characteristic which distinguishes us from many of the other
open source projects out there. Anyone can become a contributor, write
access to our CVS doesn't involve trial by fire or other masonic
rituals, we don't use ACLs, and we've always been exceedingly good about
folding talented newcomers in our arms and welcoming them to the
project. No resume required.

Major components of GNOME -- things we now consider to be absolutely
core to the project -- were begun by energetic individuals with the
desire to create something cool. Look at glade, zvt, libxml, dia, gnome
vfs, libart, the desktop icons... all of these were created by people
who had not previously contributed heavily to the project, but who are
now considered to be among our heavy hitters.

Look at how the GNOME UI group was created: Miguel mailed gnome-list and
said "We need someone to lead this new project;" Jim Cape appeared out
of the blue and replied "I can do that," and click, clack, it was done.
The GNOME UI group has since become a significant source of usability
ideas for our developers. We don't want to live in a world where we've
put up barriers that make it difficult for us to capture the kind of
spontaneous energy upon which this project has thrived.

The GNOME foundation must not stifle the interest of outsiders. An
ill-conceived foundation could discourage outsider participation
directly, by establishing rules which limit the ability of potential
contributors to make their mark, or indirectly, by engendering an
alienating sense of elitism. The stained glass of the cathedral creates
a colorful spectacle for those inside, but from the outside, the
building is just a hulking grey edifice, intimidating and impenetrable.

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.

On certain occasions, conversations within the Gnome Foundation will be
confidential. On those occasions, notes from meetings etc. may be edited
to maintain confidentiality. We will work to keep confidential
conversations down to a minimum.

GNOME is Free Software
----------------------

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.

GNOME is a Meritocracy
----------------------

Participation in the foundation should only be available to those people
who are responsible for actual contributions to the software which makes
up GNOME. A corporation, organization or individual should not be
granted a place in the foundation unless its presence is justified by
the merits of its contribution. Money cannot buy influence in the GNOME
project: show us the code (or documentation, or translations, or
leadership, or webmastering...).

In the past, being a part of the GNOME project has simply meant "I wrote
some code" or "I hang out on the mailing lists and build the thing from
CVS frenetically every three hours." There is no reason to change this.

Build on What we Have (or: too much structure is poison)
--------------------------------------------------------

In many ways, GNOME is a unique project. Comprised of dozens of
autonomous modules, GNOME has not been subject to iron-fisted structural
leadership. Furthermore, there are many pieces of software which are
core to GNOME which stand with one foot in our camp and one foot
outside. There really is no clear analogue to GNOME among most other
free software projects. GNOME is bigger than almost every other effort
in existence (I count 75 megs of SRPMs), more loosely organized, and
possibly faster growing. Plus, GNOME sits on the frontier of the Linux
application market, and is likely to continue to face growing pains as
we try to meet the needs of ISVs and others who are joining the
movement.

It would be impossible to impose a high degree of bureaucratic structure
onto a heretofore amorphous and somewhat anarchic community. And it
shouldn't be done, anyway. Let's not attempt to imitate some of the
groups which are smaller, or which had more structure in their
beginnings. Any new structure which the GNOME foundation provides, if
taken too far, will be artificial, ignored, or at worst: really really
annoying to developers.

Furthermore, the foundation can have no real powers of enforcement;
compliance with foundation decision should be an act of good-faith. If
we've lost consensus to the point where we're regularly forcibly
ejecting people from the foundation and coopting their projects, we're
sunk anyway.

Heavy bureaucracy is not in our DNA. And it shouldn't be. So let's not
try to graft an administrative superstructure onto the community we've
built. Furthermore, too high a level of administrative overhead will gum
up the works to the point where the foundation will completely cease to
function and become useless and vestigial.

Instead, let's create a foundation that will work with GNOME's strengths
to make it better. A foundation that provides cohesion, vision,
direction, and enough organization will be an incredible asset. A
foundation that attempts to do this, but hides the iron fist under a
velvet glove will not. Such an entity would likely be ignored, and words
like "fork" would be thrown around. Think: Emperor Maximilian.

The foundation should provide the project with just enough organization
to accomplish its goals effectively. Some level of structure will be
important for decision making, communication, and interacting with
outside parties.

Independence
------------

The foundation must act in the best interests of GNOME, independent of
influence from outside organizations and corporations. No single entity
should have the ability to direct GNOME to its own ends.

This is perhaps the single most compelling motivation for the existence
of the GNOME foundation.


Tasks of the Foundation
=======================

These tasks are intended to clearly define the specific ways in which
the foundation will lead and direct the project. This is especially
important in GNOME, where leadership and management has largely occurred
on an ad-hoc basis, coming from whomever has had the energy and
conviction to provide it. GNOME is far-flung: most contributors operate
independently, or under the direction of their employers. And so a
central, all-powerful foundation would not be at home here. A good,
clear-cut elucidation of the foundation's functions will confine its
role appropriately.

Most of these are tasks that we can probably all agree on; a few are
here because they seem to be natural extensions of other duties.

Releasing GNOME, defining GNOME
-------------------------------

The foundation bears the responsibility of coordinating each subsequent
release of GNOME. For each release, this will include setting a schedule
(whether or not it is overlooked), choosing the set of modules which are
a part of the release, and preparing the appropriate marketing
materials.

GNOME is a loose collection of independent projects. The foundation will
determine the set of modules which fall under the GNOME umbrella. The
foundation will be able to endorse a project as a GNOME project simply
by including it in a release. In this way, the foundation will be
"defining GNOME."

It should be apparent that these two tasks (defining GNOME and doing
releases) are deeply interrelated: defining GNOME is just determining
which modules are a part of any given release. You can't coordinate a
release without knowing what you're releasing. The set of packages which
comprises GNOME is defined at every release. And so releasing GNOME and
defining GNOME are one and the same task.

Fund Receipt and Disbursement
-----------------------------

Individuals and organizations that want to make a monetary contribution
to the GNOME project will be able to do so by writing a cheque to the
GNOME foundation. The foundation will be in charge of disbursing these
funds to the benefit of GNOME and, to the extent possible, in accordance
with the wishes of the benefactor.

This is actually the original reason discussions about the foundation
began.

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 (of course, regional
groups may be created to promote Gnome in specific areas, and they may
wish to make their own announcements about their efforts).  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.

Corporate and Organizational Point of Contact
---------------------------------------------

Companies and non-corporate groups which want to communicate with the
GNOME project should be able to use the foundation as their first point
of contact. The foundation will be responsible for helping these
organizations understand the GNOME project and become involved. The
foundation will be vested with the power to represent GNOME in these
conversations.

The foundation will also act as a forum for discussions between the
organizations and companies which have an interest in GNOME. There will
be a subgroup of the foundation which will include members from these
organizations to make this possible.


Standards Definition
--------------------

As GNOME matures, it will become necessary to have an official set of
standards which define GNOME compliance, for ISVs and for distributors.
The foundation will be responsible for ratifying these standards, and
authorizing the application of the GNOME trademark to them.

Direction and Vision
--------------------

The GNOME foundation should provide a sense of leadership and cohesive
direction to the GNOME project. The foundation should attempt to
communicate a vision and set of goals for the future releases of GNOME.
These should be communicated to the general public and to the project at
large.

If the foundation isn't able to do this, then it's basically a
non-integrated adjunct to the project.

It is very likely that there are other duties which are appropriate and
necessary for the foundation to undertake; if so, they should be
mentioned explicitly, to avoid confusion later.

===================================================
II. Basic Structure and Operation of the Foundation
===================================================

The foundation will be global in scope, but incorporated in the United
States.  Affiliated foundations, created for the purpose of promoting
Gnome, supporting developers or disbursement of funds, may be created in
many countries of geographic areas.

The GNOME foundation is divided into three bodies: the Membership, the
Board of Directors, and the Advisory Board.

Membership
----------

The Membership will be a large body made up of people who have made a
contribution to any module which is part of GNOME. The intent of the
Membership is to provide the opportunity for all contributors to have a
place and a voice in the GNOME foundation. The Membership will be open
to all people who want to be a member, and who have made any kind of
contribution to any part of the GNOME project, with no membership fee,
and no requirement of organizational or corporate affiliation.

The membership will have two responsibilities: electing and deposing
members of the Board of Directors, and issuing popular referenda on any
issue under the jurisdiction of the foundation, at any time (hopefully
an infrequent event).

The Membership will be open to all people who want to be a member, and
who have made any kind of contribution to any part of the GNOME project.

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 membership. New seats on the board may be made available as the
project grows, subject to approval of the board or referendum of the
membership.

No single organization or company will be allowed to have a majority of
the board seats, regardless of election results. In the event that
individuals affiliated with a corporation or organization hold a
majority of the seats, affiliates from that corporation will be required
to resign until a majority is no longer held. "Affiliated individuals"
are people who are employed by a company or organization, retained as
consultants, members of the board of directors of an organization, or
owning at least 1% of the shares in a company.

Advisory Board
---------------

The Advisory Board is made up of companies and organizations which have
a desire to participate in advising the foundation about releases and
other decisions. The Advisory Board will have no decision-making ability
whatsoever. The Advisory Board is a place for its members to have open
discussions about their GNOME-related strategies. Membership in the
forum is open to all companies and groups who have contributed to the
GNOME project, subject to the approval of the board of directors. Debian
and the FSF will be given permanent positions in this body.

Corporate members will pay a membership fee to join the Advisory Board.

>From time to time, ad-hoc committees will be formed, formally or
informally, either by the board or the membership. These may be formed
to propose a release schedule, a press release, or a standards
specification. The board will vote on the approval of any such measure.

==========================================
III. Board Voting, Referendum and Election
==========================================

Board Voting
------------

Voting sessions of the board of directors will be formal, performed
either in-person, telephonically, via email, or on IRC. This can be
cryptographically authenticated with a registry of public keys. A simple
majority is required to approve any measure.

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. Notes may be edited
to maintain confidentiality.

Referendum
----------

A referendum can be issued by any member of the membership.

To be accepted, a request for a referendum must be endorsed by 10% of
the Membership. The maximum number of valid   endorsements from Members
affiliated (as defined above) with any one corporation or organization
shall be 5%.

An electronic voting system will be established online, with members
voting on a web page or by email. The voting system will maintain a
database of all members and their passwords/public keys.  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 fourteen days.


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 key parts of the project are
represented. Slates which violate any board constraints (such as
majority control by a single corporation) shall not be entered into an
election.

If the board of directors is recalled by referendum, new elections shall
be held immediately.

Any Member may propose a slate, provided that at least 10 Members
endorse the proposed slate.  The maximum number of valid endorsements
from Members affiliated (as defined above) with any one corporation or
organization shall be 5.

Between elections, board vacancies or new board slots shall be filled by
appointment by the board of directors.

Election of a board members and slates will be executed just like voting
on a referendum.

The board of directors shall have at least 7 members and no more than 15
members.

========================================
IV. Release Engineering / Defining GNOME
========================================

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.

Operational management of the release will be handled by a
board-appointed committee or individual, made up of general members
and/or directors. The membership will be able to affect all these
decisions primarily by participating in the discussions which lead up to
them. In extreme cases, a referendum can be used.

If a new module is being included in a release, all its contributors
have the option to become part of the membership.

========
V. Funds
========

One of the primary purposes of the GNOME foundation is to allow
outsiders to contribute financially to the continued development of
GNOME. These outsiders will make donations to the project, which will be
disbursed by the board, under the advisement of the membership.

======================================
VI. Bootstrapping the GNOME Foundation
======================================

The membership will be populated with all the (consenting) members of
the gnome-hackers mailing list, people holding CVS accounts, and anyone
else who speaks out and wants to join when asked.

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 10 Members.

=====================
VII. Some open issues
=====================

1. Can the 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?

2. How does standards definition *really* work? This is going to be
really important some day, and someone should be cogitating on it.

3. Can we really expect to use a system of non-enforcement and *still*
maintain a legally defensible trademark? Ok, this is getting marginal...

4. There was a discussion about the Licensing provision under "GNOME is
Free Software". Did we decide on a change to that paragraph?

5. There was a discussion about the 60 day waiting period in Release
Engineering.  Did we decide on a change to that paragraph?


=================
VIII.  Change log
=================
I. Goals
----
Principles of the Foundation/Open and Public:
- removed OSF reference (argumentative)
- removed Open Source (TM) reference (argumentative)
- added: On certain occasions, conversations within the Gnome Foundation
will be confidential.  On those occasions, notes from meetings etc. may
be edited to maintain confidentiality.  We will work to keep
confidential conversations down to a minimum.

Principles of the Foundation/Build on What We Have:
- removed "carpetbaggers" (argumentative)

Tasks/Fund receipt and disbursement:
- "The foundation will be in charge of disbursing these funds to the
benefit of GNOME and, to the extent possible, in accordance with the
wishes of the benefactor."  (to account for legal constraints)

Tasks/Public image and voice:
- added: Of course, regional groups may be created to promote Gnome in
specific areas, and they may wish to make their own announcements about
their efforts.

Tasks/Standards definition:
- removed: "Eventually" (adds a bit more urgency)

II. Structure and Operation
-----------------------
- The foundation will be global in scope, but incorporated in the United
States.  Affiliated foundations, created for the purpose of promoting
Gnome, supporting developers or disbursement of funds, may be created in
many countries of geographic areas.

Discussion: this is the most significant change.  While the board of
directors of the foundation and the membership will reflect the
international nature of the Gnome project, there are a number of
problems with creating a "virtual global entity" that are solved by
incorporating the foundation in the US.

- changed names to Board of Directors, Membership and Advisory Board.

Board of Directors:
- removed Miguel-for-life clause
- "new seats on the board may be made available" instead of "will"
- added: "Affiliated individuals" are people who are employed by a
company or organization, retained as consultants, members of the board
of directors of an organization, or owning at least 1% of the shares in
a company.

Advisory Board:
- added: Corporate members will pay a membership fee to join the
Advisory Board.

III. Board Voting, Referendum & Election
----------------------------------------
Board Voting:
- added: Notes may be edited to maintain confidentiality.

Referendum:
- added 10% threshold for a referendum to be accepted, and affiliation
restrictions.
- Extended window for referendum from 7 to 14 days.

Elections and board size:
- changed "to ensure that key parts of the project are represented".
- added: Any Member may propose a slate, provided that at least 10
Members endorse the proposed slate.  The maximum number of valid
endorsements from Members affiliated (as defined above) with any one
corporation or organization shall be 5.
- added: If the board of directors is recalled by referendum, new
elections shall be held immediately.
- added: Between elections, board vacancies or new board slots shall be
filled by appointment by the board of directors. (removed elections for
board substitutions - too cumbersome).
- removed: 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.
- added: The board of directors shall have at least 7 members and no
more than 15 members.

V. Funds:
---------
- removed: Because GNOME is a widely dispersed project, it will be
important to allow people to specify a specific recipient for the money.
The board will direct the donor to send the money either directly to the
recipient, or to the appropriate local legal entities representing the
foundation.

VI. Bootstrapping:
------------------
- changed: slates require 10 members (instead of 5)

VII. Open Issues:
-----------------
- changed.