Re: second draft of Charter for Foundation

[Maciej Stachowiak <mjs eazel com>]

Bart Decrem <bart@eazel.com> writes:

> 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
> 

Some suggestions below.

> 
> 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.

I suggest we strike this paragraph and replace it with

"Free software licensing has always been a mainstay of GNOME, and we
must ensure that this tradition continues. All GNOME components must
be free software, as determined by the Open Source Definition and the
discretion of the board."

This has two semantic differences: 

1) It does not differentiate "core" and "non-core" components.

2) It only requires GNOME to be free software, not to be GPL or
   GPL-compatible. The board is trusted to use it's discretion to
   exclude "loophole licenses".


> 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.

Suggest we replace this section with something that actually defines
the membership requirements.

> 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.

Suggest we strike the entire "build on what we have" section, it's all
propaganda and focuses on what the GNOME Foundation should not be,
rather than what it should be.


> 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.

Suggest we strike the last paragraph of the "Independence" section.

> 
> 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.

This intro should be re-worded but I can't think of better wording at
the moment.

> 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.

This must be changed. We already agreed on-list that some modules are
part of GNOME without having been part of a GNOME release, or without
necessarily having been targeted as part of a release. Thus, releasing
GNOME and defining GNOME are separate tasks.

> 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.

Suggest we strike the last paragraph of this section.

> 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). 

Edit suggestion: replace this sentence with "The foundation shall make
official public announcements for GNOME, such as press releases". I
suggest this because our charter cannot really restrict what other
organizations may do so the whole "sole entity" thing is silly.

> 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
  ^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^

"Companies and other organizations"

> 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.

Suggest we delete the preceding sentence.
 
> 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.

Suggest that we instead add a broad section allowing the foundation to
do things it deems appropriate.

 
> ===================================================
> 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).

Suggest we delete the parenthetical remark. 

Also, I still don't like having general referendum power, but it seems
the consensus goes the other way (maybe we could have a straw poll on
this issue).

> 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.

We should specify who is in charge of determiming what constitutes a
sufficient contribution (nominating committee, etc).

> 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
                    ^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^

"composed of 7-11 members" (or some other specific range)   

> by the membership. New seats on the board may be made available as the
                   ^

insert " as a slate".

> project grows, subject to approval of the board or referendum of the
> membership.

Suggest striking last sentence and instead make proposing a slate
constitute choosing the size of the board.

> 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.

Haw about

"Affiliated individuals" are people who are employees, officers, or
memers of the board of directors of an organization; or are retained
as consultants; or own at least 1% of the shares in a company."

Also, I think it may be necessary to replace "shares" with "common
stock" or some other such more precise term.


> 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.

We should probably use the official names ("The Debian Project" and
"The Free Software Foundation" I think?). I'm also not sure we should
special-case these; how about we just say that non-profit
organizations that promote free software can be given a seat without
paying a fee, subject to the approval of the board of directors?

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

The paragraph below should be part of it's own separate section "Other
Committees" or something.

> 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.

How about we just say the board can delegate decision-making authority
on various tasks to a committee appointed by them, and not enumerate
what tasks they may do this for.

> ==========================================
> 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.

Are email or IRC votes legally kosher?

> 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.

Maybe we want a higher nomination threshold than that, or perhaps it
should be a percentage rather than a fixed number.

> 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.

Suggest we strike the last sentence; as discussed before, both the
60-day requirement and the unanimous approval requirement are undue
burdens.

> 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.

Suggest we strike this paragraph and replace it with

"The GNOME Foundation

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

As I said before, we need a separate "defining GNOME" section; in
particular, contributors should probably have the option to become
members _before_ the first GNOME release that includes the module.

> ========
> 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.

(subject to approval of some sort, I guess, since we have a membership
committee?)

> 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
> ut 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.
> 
> 
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