Mailing List Archive

Foundation Structure: An Alternative
I'll be the first to admit that I'm not a diplomatic person. When we were launching OpenStack, this was a bit of an advantage (if we had waited for permission before releasing the Nova source code, we'd still be waiting) - but since the first summit, the community has grown so quickly, and become so diverse, that I have tried to leave discussions of governance, foundation structure, dispute resolution, and most particularly monetary corporate contributions, to others with more... tact.

But now I feel I have no choice but to speak up; I'm deeply concerned.

The biggest, splashiest openstack stories of the past two years have all had the names of huge, multi-national corporations in them - names like IBM, AT&T, Dell, HP, and CISCO. And while their participation has been tremendously positive for the project (with Quantum and Crowbar standing as examples of this), I see things trending in a direction that makes me nervous for the smaller players - for the startups who will live or die on the strength of the OpenStack project. Like Piston Cloud.

The current official proposal for the foundation creates a new class of super-members - with a sticker price of $2.5M (due up front) that puts it out of reach of all but a small handful of organizations.

This is not a new idea - it was the first structural proposal for the foundation that I heard from the organizing team, and I have argued against it (at times seemingly successfully) continuously since last fall.

I understand why it is appealing; it creates a small and manageable board of directors, with a large pool of resources, who shouldn't have too much trouble guiding and directing the outcomes of OpenStack. But it's not a structure that represents or embodies the principles that OpenStack was founded upon, and I think that while it may offer some short-term benefits, it may be damaging to the long-term health of the project because it strangles the ecosystem of contributing companies we've worked so hard to create.

The "right" structure is a much harder thing to organize:
- It recognizes and requires project contribution (code, tests, docs, bugs and evangelism) along with cash
- It has a single class of corporate member, a level playing field
- It has room for non-corporate members in the meaningful governance bodies (not tucked away in 'advisory' boards)
- It aggressively and publicly resolves the conflict-of-interest between the 'company hat' and the 'project hat'

My understanding of the key challenges of this foundation board are the following:
- Keep it small enough to be manageable (21 directors or less)
- Supply enough funding to carry on with most of the current project support activities
- Ensure representation of the diversity of the OpenStack community
- Provide a mechanism for "industry luminaries" as well as OpenStack users and consumers to provide input and feedback

The target budget of the Foundation is around $3M per year. Without getting into a discussion about whether that's reasonable or not, I'd like to brainstorm how we could reach that goal in a way that better reflects our goals for an open and democratic community. How's this for a proposal:

- One class of corporate member
- Provide reasonable evidence of 2 FTE (full time equivalents) working on OpenStack in some capacity
- Commit to 2 years of sponsorship, on an evergreen basis, but paid annually
- Individual members, if there are any, cannot be employed by a corporate member

My rough calculation, having a reasonably good grasp of the interests and level of engagement of the various corporations in the OpenStack ecosystem, is that we could expect around 15 of the 150 companies involved to meet these requirements. $3M divided by 15 = $200,000.

It's a high playing field, but at least it's a level one. It doesn't change the structure or composition of the technical committee, and it doesn't limit the ability of the foundation to raise money in other ways (sell sponsorships for events, charge admission for conferences, even license the use of the trademark for training or certification).

If we have a simple pay-to-play model, then we can trust market economics and enforce transparency of spending. If we have a simple "meritocracy", then we can expect the most skilled and dedicated to rise to the top, provided we're extremely careful about how we measure skill and dedication. If we blend the two, I'm deeply concerned that we'll see the worst of both systems play out over time - the selfishness of market-driven economics dominating our decisions with the petulant moralism of the meritocracy. Hoping for any other outcome is, in my opinion, foolish optimism.

At the core of OpenStack is the idea that a single project could address the needs of ALL of our organizations - large, small, producers, consumers, non-profits and tool makers. We need to guard that vision, and protect it from our best intentions. No one in the community, whether individual contributor or corporate sponsor, can claim to speak for (or even understand the perspective of) the majority of us. We're simply too numerous, and too diverse. If you believe, as I do, that *your* company should have a stake in OpenStack's future, then now is the time to speak up in favor of the level playing field we originally set out to create.

With (attempted) diplomacy,

Joshua

--
Joshua McKenty
Co-Founder, OpenStack
CEO, Piston Cloud Computing, Inc.
w: (650) 24-CLOUD
m: (650) 283-6846
http://www.pistoncloud.com

"Oh, Westley, we'll never survive!"
"Nonsense. You're only saying that because no one ever has."

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Foundation Structure: An Alternative [ In reply to ]
Dumping this back onto the lists...

I believe the primary challenge with the Apache foundation is that it's not structured well to fund marketing or evangelism activities, nor is it designed to take in new members that are primarily interested in a single project. OpenStack is large enough to justify its own organization, and I don't think anyone objects to that foundation being "friendly" to commercial activities - that's part of why we're Apache2 licensed. We just need to balance the commercial mechanics with the community mechanics.

This is a hard problem - I don't believe ANY open source project has ever had this much commercial involvement, and certainly not this early in its evolution. But if we want to continue to have a community that's supportive of participation by a diverse set of stakeholders, we all need to speak up.

On Friday, March 9, 2012 at 12:28 PM, Thor Wolpert wrote:

> Joshua:
>
> I have not been following this, but had thought that the Foundation
> was being modelled on the Apache Group. I did ask a couple of times,
> and did get responses that this was the case. What it sounds like is
> it continues to stray from that, and that could be the desire of some
> special interest groups.
>
> I thought a Foundation that paid for legal, marketing and core
> services; along with a hosted set of projects whose membership was
> based upon meritocracy was the model.
>
> It is sounding like that is not going to be the case. Maybe starting
> a new Foundation wasn't the right way to go and asking instead to be a
> sub-project of the Apache Group, added in through the incubator
> would've been better?
>
>
> >
> > With (attempted) diplomacy,
> >
> > Joshua
> >
> > --
> > Joshua McKenty
> > Co-Founder, OpenStack
> > CEO, Piston Cloud Computing, Inc.
> > w: (650) 24-CLOUD
> > m: (650) 283-6846
> > http://www.pistoncloud.com
> >
> > "Oh, Westley, we'll never survive!"
> > "Nonsense. You're only saying that because no one ever has."
> >
> >
> > _______________________________________________
> > Foundation mailing list
> > Foundation at lists.openstack.org (mailto:Foundation at lists.openstack.org)
> > http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
> >
>
>
>


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Foundation Structure: An Alternative [ In reply to ]
On 03/09/2012 02:38 PM, Joshua McKenty wrote:
> I don't believe ANY open source project has ever had this much
> commercial involvement, and certainly not this early in its evolution.

I suspect Linus might disagree with the first part.

--
Robbie Williamson <robbie at ubuntu.com>
robbiew[irc.freenode.net]

"Don't make me angry...you wouldn't like me when I'm angry."
-Bruce Banner
Foundation Structure: An Alternative [ In reply to ]
Really? Linux was postcard-ware for the first... what, two years?

--
Joshua McKenty, CEO
Piston Cloud Computing, Inc.
w: (650) 24-CLOUD
m: (650) 283-6846
http://www.pistoncloud.com

"Oh, Westley, we'll never survive!"
"Nonsense. You're only saying that because no one ever has."


On Friday, March 9, 2012 at 12:48 PM, Robbie Williamson wrote:

> On 03/09/2012 02:38 PM, Joshua McKenty wrote:
> > I don't believe ANY open source project has ever had this much
> > commercial involvement, and certainly not this early in its evolution.
> >
>
>
> I suspect Linus might disagree with the first part.
>
> --
> Robbie Williamson <robbie at ubuntu.com (mailto:robbie at ubuntu.com)>
> robbiew[irc.freenode.net (http://irc.freenode.net)]
>
> "Don't make me angry...you wouldn't like me when I'm angry."
> -Bruce Banner
> _______________________________________________
> Foundation mailing list
> Foundation at lists.openstack.org (mailto:Foundation at lists.openstack.org)
> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
>
>


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Foundation Structure: An Alternative [ In reply to ]
Why not just create a marketing association if that's what you are really looking to have?

Has anyone considered to run the technical part of the projects in some existing Open source foundation structure (that already provides legal protection, corporate independence, recruitment of developers, a well-understood management and governance process) like Apache (or one of the others), and then create a separate trade association (a 501(c)(6), which is what I assume you were planning to create anyway) for the marketing and promotion of the ecosystem partners around the project?

Those companies who plan to make money from Open Stack could join the Open Stack trade association / foundation -- something that will promote the community, fund conferences and sponsorships, and improve the visibility of the many smaller commercial players in the space. And those companies who simply seek to develop, enhance, and use the code -- as a purely open source project can do so focused on the technical project as managed in a familiar existing foundation.

This way the marketing needs don't drive the technical governance / direction setting process. Those who care about marketing, create the foundation, and those who care about code don't have to worry about inventing new foundations who's real goal is to be a marketing engine. The resulting trade association should raise funds and work with the existing open source foundation to enhance their ability to promote their project. (do I hear a "win-win"?)

As to Apache's lack of ability to take in new members who only care about one project -- I'm not sure if that's really a deal breaker here. Open Stack is already more than one project. And there are many Apache participants who are only focused on one or two of the many projects they manage. That said, you don't have to go with Apache for my suggestion to have merit. Just have to decouple the marketing needs from the open source governance piece, and I think you'll have a much simpler problem to solve. One that might sell better too, since it positioning itself with much more clarity about its purpose.

I'm hoping this helps. I'm not sure if this already came up, but if not, I hope you chew on this and discuss if this might be an option.

This is in reaction to ...
****** Joshua McKenty Wrote:
I believe the primary challenge with the Apache foundation is that it's not structured well to fund marketing or evangelism activities, nor is it designed to take in new members that are primarily interested in a single project. OpenStack is large enough to justify its own organization, and I don't think anyone objects to that foundation being "friendly" to commercial activities - that's part of why we're Apache2 licensed. We just need to balance the commercial mechanics with the community mechanics. [...], we all need to speak up.

******


Gil Yehuda
Open Source guy at Yahoo!
Foundation Structure: An Alternative [ In reply to ]
> On Friday, March 9, 2012 at 12:28 PM, Thor Wolpert wrote:
>
>> I thought a Foundation that paid for legal, marketing and core
>> services; along with a hosted set of projects whose membership was
>> based upon meritocracy was the model.

That is and always has been the plan and can be seen in the existing detailed structure proposal: http://wiki.openstack.org/Governance/Foundation/Structure

I think Josh is really focusing more on the details of membership on the Board, which is separate from the the governance and membership of the projects.
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Foundation Structure: An Alternative [ In reply to ]
Josh,

Thanks for taking the time to consider the proposed structure and provide
your thoughts on it. I don't think your concerns are very far off from what
we are wanting to address with the Associate Member category, which allows
more companies to be represented at a lower price point. The current
funding proposal is on the wiki for reference:
http://wiki.openstack.org/Governance/Foundation/Funding

Let me address a few of your points regarding the proposed plan:

Accessibility: Associate Member fees start at $50k/year which is
substantially lower than a $200k/year flat fee model. The members will
elect resprenstatives as a class to the Board. Those Board members will
have the same roles and responsibilities as any other Board member.
Additionally, companies who wish to show their support for OpenStack may
also become a sponsor without paying the full Associate Member fee. Sponsor
levels have not been worked out, but I suspect they will start in the
20k/year range.

Board Size: My sense is that with a flat fee of 200k/year, we would still
get many more than 15-20 interested parties, which would quickly overwhelm
the board, making it unmanageable. The Associate Member concept mitigates
this issue by allowing the class to grow (for accessibility), without the
seats balooning, by having elected representatives. It also reduces the
risk of shaking up the board makeup and size through acquisition.

Strategic Member fees: One small clarification: the proposal calls for
Strategic Members to make a commitment of $500k/year for 5 years, paid
annually (not up front). This figure was driven primarily by the need to
arrive at a reasonable board size, while also raising substantial funds for
foundation operations.

Strategic Member dominance: Board members who are appointed by Strategic
Members will make up only 1/3 of the board, and will have the same roles and
responsibilties as the other board members.

Requirement for Strategic Members to have full time staff: The current
structure proposal states that Strategic Members must "Provide dedicated
resources (e.g. developers, legal resources)" and the funding proposal
states that "...the general expectation is a resource commitment that is
consistent with staffing two full time equivalents" so it looks like we are
on the same page re: 2 FTE requirement.

I hope many other folks take the opporunity to weigh in, both on this
mailing list as well as in the webinars we'll be holding next week and in
any other forum that suits your fancy. I'll also try to keep up with all of
the blogging and tweeting, as if that's possible!

Mark



From: Joshua McKenty <joshua@pistoncloud.com>
Date: Fri, 9 Mar 2012 11:20:17 -0800
To: OpenStack <openstack at lists.launchpad.net>,
<foundation at lists.openstack.org>
Subject: [OpenStack Foundation] Foundation Structure: An Alternative



I'll be the first to admit that I'm not a diplomatic person. When we were
launching OpenStack, this was a bit of an advantage (if we had waited for
permission before releasing the Nova source code, we'd still be waiting) -
but since the first summit, the community has grown so quickly, and become
so diverse, that I have tried to leave discussions of governance, foundation
structure, dispute resolution, and most particularly monetary corporate
contributions, to others with more... tact.

But now I feel I have no choice but to speak up; I'm deeply concerned.

The biggest, splashiest openstack stories of the past two years have all had
the names of huge, multi-national corporations in them - names like IBM,
AT&T, Dell, HP, and CISCO. And while their participation has been
tremendously positive for the project (with Quantum and Crowbar standing as
examples of this), I see things trending in a direction that makes me
nervous for the smaller players - for the startups who will live or die on
the strength of the OpenStack project. Like Piston Cloud.

The current official proposal for the foundation creates a new class of
super-members - with a sticker price of $2.5M (due up front) that puts it
out of reach of all but a small handful of organizations.

This is not a new idea - it was the first structural proposal for the
foundation that I heard from the organizing team, and I have argued against
it (at times seemingly successfully) continuously since last fall.

I understand why it is appealing; it creates a small and manageable board of
directors, with a large pool of resources, who shouldn't have too much
trouble guiding and directing the outcomes of OpenStack. But it's not a
structure that represents or embodies the principles that OpenStack was
founded upon, and I think that while it may offer some short-term benefits,
it may be damaging to the long-term health of the project because it
strangles the ecosystem of contributing companies we've worked so hard to
create.

The "right" structure is a much harder thing to organize:
- It recognizes and requires project contribution (code, tests, docs, bugs
and evangelism) along with cash
- It has a single class of corporate member, a level playing field
- It has room for non-corporate members in the meaningful governance bodies
(not tucked away in 'advisory' boards)
- It aggressively and publicly resolves the conflict-of-interest between
the 'company hat' and the 'project hat'

My understanding of the key challenges of this foundation board are the
following:
- Keep it small enough to be manageable (21 directors or less)
- Supply enough funding to carry on with most of the current project
support activities
- Ensure representation of the diversity of the OpenStack community
- Provide a mechanism for "industry luminaries" as well as OpenStack users
and consumers to provide input and feedback

The target budget of the Foundation is around $3M per year. Without getting
into a discussion about whether that's reasonable or not, I'd like to
brainstorm how we could reach that goal in a way that better reflects our
goals for an open and democratic community. How's this for a proposal:

- One class of corporate member
- Provide reasonable evidence of 2 FTE (full time equivalents) working on
OpenStack in some capacity
- Commit to 2 years of sponsorship, on an evergreen basis, but paid
annually
- Individual members, if there are any, cannot be employed by a corporate
member

My rough calculation, having a reasonably good grasp of the interests and
level of engagement of the various corporations in the OpenStack ecosystem,
is that we could expect around 15 of the 150 companies involved to meet
these requirements. $3M divided by 15 = $200,000.

It's a high playing field, but at least it's a level one. It doesn't change
the structure or composition of the technical committee, and it doesn't
limit the ability of the foundation to raise money in other ways (sell
sponsorships for events, charge admission for conferences, even license the
use of the trademark for training or certification).

If we have a simple pay-to-play model, then we can trust market economics
and enforce transparency of spending. If we have a simple "meritocracy",
then we can expect the most skilled and dedicated to rise to the top,
provided we're extremely careful about how we measure skill and dedication.
If we blend the two, I'm deeply concerned that we'll see the worst of both
systems play out over time - the selfishness of market-driven economics
dominating our decisions with the petulant moralism of the meritocracy.
Hoping for any other outcome is, in my opinion, foolish optimism.

At the core of OpenStack is the idea that a single project could address the
needs of ALL of our organizations - large, small, producers, consumers,
non-profits and tool makers. We need to guard that vision, and protect it
from our best intentions. No one in the community, whether individual
contributor or corporate sponsor, can claim to speak for (or even understand
the perspective of) the majority of us. We're simply too numerous, and too
diverse. If you believe, as I do, that *your* company should have a stake in
OpenStack's future, then now is the time to speak up in favor of the level
playing field we originally set out to create.

With (attempted) diplomacy,

Joshua

--
Joshua McKenty
Co-Founder, OpenStack
CEO, Piston Cloud Computing, Inc.
w: (650) 24-CLOUD
m: (650) 283-6846
http://www.pistoncloud.com

"Oh, Westley, we'll never survive!"
"Nonsense. You're only saying that because no one ever has."

_______________________________________________ Foundation mailing list
Foundation at lists.openstack.org
http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation

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Foundation Structure: An Alternative [ In reply to ]
While I like the simplicity and elegance of the newly proposed structure, I don?t see how it does away with the evils of the pay-to-play model?. Which is what you purport we are striving to achieve. What you, Josh, proposed is a simplified pay-to-play that arguably embraces the evils for the ?market driven selfishness? in an even more obvious way than the model before it. In your case, all the seats are simply purchased for a fixed price of $200K.



In my view the price tag for the sponsorship and the ultimate means for raising the money is not what drives OpenStack?s vendor independence principles. What matters the most is the degree of decoupling between the front-end, marketing and the technical governance. Much of the OpenStack current momentum is due to this fairly unique way of doing open source where on one end you have an open, meritocracy-based technology community and, on the other ? structured commercial interest that evangelizes it. As long as the two sides remain sufficiently decoupled (as they have been so far) ? no OpenStack principles will be compromised.



I think that the community needs to do away with this geek, open source mentality of ?all corporations are evil? and harness the value in strong commercial forces evangelizing and battling for the interest of the independent technology community. This is what got OpenStack to where it is now. So far the line between technology and marketing been well maintained. The bottom line is that a) technical committee must be elected and driven by meritocracy; b) foundation board should have virtually no influence (which is the case in the current structure) on the technical committee. Everything else is noise.



Once we accept this, the question of structuring the board really becomes the question of how does one raise the maximum amount of money to continue to have a centralized body with a mission to evangelize the project. You can structure it by tiers to let the bigger guys pay more and get a bigger logo on the homepage. You can do a flat structure like Josh proposed. You can auction off the board seats etc.



The one thing I would do away with is the ?elected board members? in favor of more associate member seats. This almost feels like a way to compensate the technology side for giving the marketing side leverage over the former. If we feel that this is necessary, it is a symptom of presence of technology-commercial coupling and we need to fix something else. All technical members should be elected based on merit. All board members ? appointed based on monetary/evangelism contribution. Decoupling between technology direction and purchasing power should be rock solid.



-Boris











From: foundation-bounces@lists.openstack.org [mailto:foundation-bounces@lists.openstack.org] On Behalf Of Joshua McKenty
Sent: Friday, March 09, 2012 11:20 AM
To: OpenStack; foundation at lists.openstack.org
Subject: [OpenStack Foundation] Foundation Structure: An Alternative



I'll be the first to admit that I'm not a diplomatic person. When we were launching OpenStack, this was a bit of an advantage (if we had waited for permission before releasing the Nova source code, we'd still be waiting) - but since the first summit, the community has grown so quickly, and become so diverse, that I have tried to leave discussions of governance, foundation structure, dispute resolution, and most particularly monetary corporate contributions, to others with more... tact.



But now I feel I have no choice but to speak up; I'm deeply concerned.



The biggest, splashiest openstack stories of the past two years have all had the names of huge, multi-national corporations in them - names like IBM, AT&T, Dell, HP, and CISCO. And while their participation has been tremendously positive for the project (with Quantum and Crowbar standing as examples of this), I see things trending in a direction that makes me nervous for the smaller players - for the startups who will live or die on the strength of the OpenStack project. Like Piston Cloud.



The current official proposal for the foundation creates a new class of super-members - with a sticker price of $2.5M (due up front) that puts it out of reach of all but a small handful of organizations.



This is not a new idea - it was the first structural proposal for the foundation that I heard from the organizing team, and I have argued against it (at times seemingly successfully) continuously since last fall.



I understand why it is appealing; it creates a small and manageable board of directors, with a large pool of resources, who shouldn't have too much trouble guiding and directing the outcomes of OpenStack. But it's not a structure that represents or embodies the principles that OpenStack was founded upon, and I think that while it may offer some short-term benefits, it may be damaging to the long-term health of the project because it strangles the ecosystem of contributing companies we've worked so hard to create.



The "right" structure is a much harder thing to organize:

- It recognizes and requires project contribution (code, tests, docs, bugs and evangelism) along with cash

- It has a single class of corporate member, a level playing field

- It has room for non-corporate members in the meaningful governance bodies (not tucked away in 'advisory' boards)

- It aggressively and publicly resolves the conflict-of-interest between the 'company hat' and the 'project hat'



My understanding of the key challenges of this foundation board are the following:

- Keep it small enough to be manageable (21 directors or less)

- Supply enough funding to carry on with most of the current project support activities

- Ensure representation of the diversity of the OpenStack community

- Provide a mechanism for "industry luminaries" as well as OpenStack users and consumers to provide input and feedback



The target budget of the Foundation is around $3M per year. Without getting into a discussion about whether that's reasonable or not, I'd like to brainstorm how we could reach that goal in a way that better reflects our goals for an open and democratic community. How's this for a proposal:



- One class of corporate member

- Provide reasonable evidence of 2 FTE (full time equivalents) working on OpenStack in some capacity

- Commit to 2 years of sponsorship, on an evergreen basis, but paid annually

- Individual members, if there are any, cannot be employed by a corporate member



My rough calculation, having a reasonably good grasp of the interests and level of engagement of the various corporations in the OpenStack ecosystem, is that we could expect around 15 of the 150 companies involved to meet these requirements. $3M divided by 15 = $200,000.



It's a high playing field, but at least it's a level one. It doesn't change the structure or composition of the technical committee, and it doesn't limit the ability of the foundation to raise money in other ways (sell sponsorships for events, charge admission for conferences, even license the use of the trademark for training or certification).



If we have a simple pay-to-play model, then we can trust market economics and enforce transparency of spending. If we have a simple "meritocracy", then we can expect the most skilled and dedicated to rise to the top, provided we're extremely careful about how we measure skill and dedication. If we blend the two, I'm deeply concerned that we'll see the worst of both systems play out over time - the selfishness of market-driven economics dominating our decisions with the petulant moralism of the meritocracy. Hoping for any other outcome is, in my opinion, foolish optimism.



At the core of OpenStack is the idea that a single project could address the needs of ALL of our organizations - large, small, producers, consumers, non-profits and tool makers. We need to guard that vision, and protect it from our best intentions. No one in the community, whether individual contributor or corporate sponsor, can claim to speak for (or even understand the perspective of) the majority of us. We're simply too numerous, and too diverse. If you believe, as I do, that *your* company should have a stake in OpenStack's future, then now is the time to speak up in favor of the level playing field we originally set out to create.



With (attempted) diplomacy,



Joshua



--

Joshua McKenty

Co-Founder, OpenStack

CEO, Piston Cloud Computing, Inc.

w: (650) 24-CLOUD

m: (650) 283-6846
http://www.pistoncloud.com



"Oh, Westley, we'll never survive!"
"Nonsense. You're only saying that because no one ever has."



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Foundation Structure: An Alternative [ In reply to ]
Josh,

Good work on the alternate proposal.

Mark, Jonathan,

Thanks for the quick response.

I tend to prefer a simpler approach to membership classes and I like the
idea of only having one corporate class. The only real difference between
the associate member and the strategic member is the amount of money they
put in and that paying more money guarantees them a position on the board.

Here's another idea: What if we decouple the fundraising from the board
membership? I think there are enough benefits that companies would want to
pay the foundation for like:

- Logo and trademark usage
- Access to benchmarks, best practices, and other intelligent materials
- And most important, IMO, having the foundation defend the member in cause
of a legal threat or patent issue

Most companies building businesses around OpenStack would pay for
protection.

Then, you can decide who is on the Foundation board without thinking about
how much they're corporation paid and rather elect people based on value
and merit.

Thoughts?

- Ben


On Fri, Mar 9, 2012 at 2:27 PM, Mark Collier <mark at openstack.org> wrote:

> Josh,
>
> Thanks for taking the time to consider the proposed structure and provide
> your thoughts on it. I don't think your concerns are very far off from
> what we are wanting to address with the Associate Member category, which
> allows more companies to be represented at a lower price point. The
> current funding proposal is on the wiki for reference:
> http://wiki.openstack.org/Governance/Foundation/Funding
>
> Let me address a few of your points regarding the proposed plan:
>
> *Accessibility*: Associate Member fees start at $50k/year which is
> substantially lower than a $200k/year flat fee model. The members will
> elect resprenstatives as a class to the Board. Those Board members will
> have the same roles and responsibilities as any other Board member.
> Additionally, companies who wish to show their support for OpenStack may
> also become a sponsor without paying the full Associate Member fee.
> Sponsor levels have not been worked out, but I suspect they will start in
> the 20k/year range.
>
> *Board Size*: My sense is that with a flat fee of 200k/year, we wouldstillget many more than 15-20 interested parties, which would quickly overwhelm
> the board, making it unmanageable. The Associate Member concept mitigates
> this issue by allowing the class to grow (for accessibility), without the
> seats balooning, by having elected representatives. It also reduces the
> risk of shaking up the board makeup and size through acquisition.
>
> *Strategic Member fees*: One small clarification: the proposal calls for
> Strategic Members to make a commitment of $500k/year for 5 years, paid
> annually (not up front). This figure was driven primarily by the need to
> arrive at a reasonable board size, while also raising substantial funds for
> foundation operations.
>
> *Strategic Member dominance*: Board members who are appointed by
> Strategic Members will make up only 1/3 of the board, and will have the
> same roles and responsibilties as the other board members.
>
> *Requirement** for **S**trategic **M**embers** to have full time staff*:
> The current structure proposal states that Strategic Members must "Provide
> dedicated resources (e.g. developers, legal resources)" and the funding
> proposal states that "...the general expectation is a resource commitment
> that is consistent with staffing two full time equivalents" so it looks
> like we are on the same page re: 2 FTE requirement.
>
> I hope many other folks take the opporunity to weigh in, both on this
> mailing list as well as in the webinars we'll be holding next week and in
> any other forum that suits your fancy. I'll also try to keep up with all
> of the blogging and tweeting, as if that's possible!
>
> Mark
>
>
>
> From: Joshua McKenty <joshua at pistoncloud.com>
> Date: Fri, 9 Mar 2012 11:20:17 -0800
> To: OpenStack <openstack at lists.launchpad.net>, <
> foundation at lists.openstack.org>
> Subject: [OpenStack Foundation] Foundation Structure: An Alternative
>
> I'll be the first to admit that I'm not a diplomatic person. When we
> were launching OpenStack, this was a bit of an advantage (if we had waited
> for permission before releasing the Nova source code, we'd still be
> waiting) - but since the first summit, the community has grown so quickly,
> and become so diverse, that I have tried to leave discussions of
> governance, foundation structure, dispute resolution, and most particularly
> monetary corporate contributions, to others with more... tact.
>
> But now I feel I have no choice but to speak up; I'm deeply concerned.
>
> The biggest, splashiest openstack stories of the past two years have all
> had the names of huge, multi-national corporations in them - names like
> IBM, AT&T, Dell, HP, and CISCO. And while their participation has been
> tremendously positive for the project (with Quantum and Crowbar standing as
> examples of this), I see things trending in a direction that makes me
> nervous for the smaller players - for the startups who will live or die on
> the strength of the OpenStack project. Like Piston Cloud.
>
> The current official proposal for the foundation creates a new class of
> super-members - with a sticker price of $2.5M (due up front) that puts it
> out of reach of all but a small handful of organizations.
>
> This is not a new idea - it was the first structural proposal for the
> foundation that I heard from the organizing team, and I have argued against
> it (at times seemingly successfully) continuously since last fall.
>
> I understand why it is appealing; it creates a small and manageable board
> of directors, with a large pool of resources, who shouldn't have too much
> trouble guiding and directing the outcomes of OpenStack. But it's not a
> structure that represents or embodies the principles that OpenStack was
> founded upon, and I think that while it may offer some short-term benefits,
> it may be damaging to the long-term health of the project because it
> strangles the ecosystem of contributing companies we've worked so hard to
> create.
>
> The "right" structure is a much harder thing to organize:
> - It recognizes and requires project contribution (code, tests, docs,
> bugs and evangelism) along with cash
> - It has a single class of corporate member, a level playing field
> - It has room for non-corporate members in the meaningful governance
> bodies (not tucked away in 'advisory' boards)
> - It aggressively and publicly resolves the conflict-of-interest between
> the 'company hat' and the 'project hat'
>
> My understanding of the key challenges of this foundation board are the
> following:
> - Keep it small enough to be manageable (21 directors or less)
> - Supply enough funding to carry on with most of the current project
> support activities
> - Ensure representation of the diversity of the OpenStack community
> - Provide a mechanism for "industry luminaries" as well as OpenStack
> users and consumers to provide input and feedback
>
> The target budget of the Foundation is around $3M per year. Without
> getting into a discussion about whether that's reasonable or not, I'd like
> to brainstorm how we could reach that goal in a way that better reflects
> our goals for an open and democratic community. How's this for a proposal:
>
> - One class of corporate member
> - Provide reasonable evidence of 2 FTE (full time equivalents) working on
> OpenStack in some capacity
> - Commit to 2 years of sponsorship, on an evergreen basis, but paid
> annually
> - Individual members, if there are any, cannot be employed by a corporate
> member
>
> My rough calculation, having a reasonably good grasp of the interests and
> level of engagement of the various corporations in the OpenStack ecosystem,
> is that we could expect around 15 of the 150 companies involved to meet
> these requirements. $3M divided by 15 = $200,000.
>
> It's a high playing field, but at least it's a level one. It doesn't
> change the structure or composition of the technical committee, and it
> doesn't limit the ability of the foundation to raise money in other ways
> (sell sponsorships for events, charge admission for conferences, even
> license the use of the trademark for training or certification).
>
> If we have a simple pay-to-play model, then we can trust market economics
> and enforce transparency of spending. If we have a simple "meritocracy",
> then we can expect the most skilled and dedicated to rise to the top,
> provided we're extremely careful about how we measure skill and dedication.
> If we blend the two, I'm deeply concerned that we'll see the worst of both
> systems play out over time - the selfishness of market-driven economics
> dominating our decisions with the petulant moralism of the meritocracy.
> Hoping for any other outcome is, in my opinion, foolish optimism.
>
> At the core of OpenStack is the idea that a single project could address
> the needs of ALL of our organizations - large, small, producers, consumers,
> non-profits and tool makers. We need to guard that vision, and protect it
> from our best intentions. No one in the community, whether individual
> contributor or corporate sponsor, can claim to speak for (or even
> understand the perspective of) the majority of us. We're simply too
> numerous, and too diverse. If you believe, as I do, that *your* company
> should have a stake in OpenStack's future, then now is the time to speak up
> in favor of the level playing field we originally set out to create.
>
> With (attempted) diplomacy,
>
> Joshua
>
> --
> Joshua McKenty
> Co-Founder, OpenStack
> CEO, Piston Cloud Computing, Inc.
> w: (650) 24-CLOUD
> m: (650) 283-6846
> http://www.pistoncloud.com
>
> "Oh, Westley, we'll never survive!"
> "Nonsense. You're only saying that because no one ever has."
>
> _______________________________________________ Foundation mailing list
> Foundation at lists.openstack.org
> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
>
> _______________________________________________
> Foundation mailing list
> Foundation at lists.openstack.org
> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
>
>
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Foundation Structure: An Alternative [ In reply to ]
Mark, one thing that I am curious about - there doesn't seem to be language in the foundation structure document that would prevent "individual" members from organizations that are also "strategic" members from also being on the board. Is there any language that prevents board stacking?

Devin


On Friday, March 9, 2012 at 2:27 PM, Mark Collier wrote:

> Josh,
>
> Thanks for taking the time to consider the proposed structure and provide your thoughts on it. I don't think your concerns are very far off from what we are wanting to address with the Associate Member category, which allows more companies to be represented at a lower price point. The current funding proposal is on the wiki for reference: http://wiki.openstack.org/Governance/Foundation/Funding
>
> Let me address a few of your points regarding the proposed plan:
>
> Accessibility: Associate Member fees start at $50k/year which is substantially lower than a $200k/year flat fee model. The members will elect resprenstatives as a class to the Board. Those Board members will have the same roles and responsibilities as any other Board member. Additionally, companies who wish to show their support for OpenStack may also become a sponsor without paying the full Associate Member fee. Sponsor levels have not been worked out, but I suspect they will start in the 20k/year range.
>
> Board Size: My sense is that with a flat fee of 200k/year, we would still get many more than 15-20 interested parties, which would quickly overwhelm the board, making it unmanageable. The Associate Member concept mitigates this issue by allowing the class to grow (for accessibility), without the seats balooning, by having elected representatives. It also reduces the risk of shaking up the board makeup and size through acquisition.
>
> Strategic Member fees: One small clarification: the proposal calls for Strategic Members to make a commitment of $500k/year for 5 years, paid annually (not up front). This figure was driven primarily by the need to arrive at a reasonable board size, while also raising substantial funds for foundation operations.
>
> Strategic Member dominance: Board members who are appointed by Strategic Members will make up only 1/3 of the board, and will have the same roles and responsibilties as the other board members.
>
> Requirement for Strategic Members to have full time staff: The current structure proposal states that Strategic Members must "Provide dedicated resources (e.g. developers, legal resources)" and the funding proposal states that "...the general expectation is a resource commitment that is consistent with staffing two full time equivalents" so it looks like we are on the same page re: 2 FTE requirement.
>
> I hope many other folks take the opporunity to weigh in, both on this mailing list as well as in the webinars we'll be holding next week and in any other forum that suits your fancy. I'll also try to keep up with all of the blogging and tweeting, as if that's possible!
>
> Mark
>
>
>
> From: Joshua McKenty <joshua at pistoncloud.com (mailto:joshua at pistoncloud.com)>
> Date: Fri, 9 Mar 2012 11:20:17 -0800
> To: OpenStack <openstack at lists.launchpad.net (mailto:openstack at lists.launchpad.net)>, <foundation at lists.openstack.org (mailto:foundation at lists.openstack.org)>
> Subject: [OpenStack Foundation] Foundation Structure: An Alternative
>
> I'll be the first to admit that I'm not a diplomatic person. When we were launching OpenStack, this was a bit of an advantage (if we had waited for permission before releasing the Nova source code, we'd still be waiting) - but since the first summit, the community has grown so quickly, and become so diverse, that I have tried to leave discussions of governance, foundation structure, dispute resolution, and most particularly monetary corporate contributions, to others with more... tact.
>
> But now I feel I have no choice but to speak up; I'm deeply concerned.
>
> The biggest, splashiest openstack stories of the past two years have all had the names of huge, multi-national corporations in them - names like IBM, AT&T, Dell, HP, and CISCO. And while their participation has been tremendously positive for the project (with Quantum and Crowbar standing as examples of this), I see things trending in a direction that makes me nervous for the smaller players - for the startups who will live or die on the strength of the OpenStack project. Like Piston Cloud.
>
> The current official proposal for the foundation creates a new class of super-members - with a sticker price of $2.5M (due up front) that puts it out of reach of all but a small handful of organizations.
>
> This is not a new idea - it was the first structural proposal for the foundation that I heard from the organizing team, and I have argued against it (at times seemingly successfully) continuously since last fall.
>
> I understand why it is appealing; it creates a small and manageable board of directors, with a large pool of resources, who shouldn't have too much trouble guiding and directing the outcomes of OpenStack. But it's not a structure that represents or embodies the principles that OpenStack was founded upon, and I think that while it may offer some short-term benefits, it may be damaging to the long-term health of the project because it strangles the ecosystem of contributing companies we've worked so hard to create.
>
> The "right" structure is a much harder thing to organize:
> - It recognizes and requires project contribution (code, tests, docs, bugs and evangelism) along with cash
> - It has a single class of corporate member, a level playing field
> - It has room for non-corporate members in the meaningful governance bodies (not tucked away in 'advisory' boards)
> - It aggressively and publicly resolves the conflict-of-interest between the 'company hat' and the 'project hat'
>
> My understanding of the key challenges of this foundation board are the following:
> - Keep it small enough to be manageable (21 directors or less)
> - Supply enough funding to carry on with most of the current project support activities
> - Ensure representation of the diversity of the OpenStack community
> - Provide a mechanism for "industry luminaries" as well as OpenStack users and consumers to provide input and feedback
>
> The target budget of the Foundation is around $3M per year. Without getting into a discussion about whether that's reasonable or not, I'd like to brainstorm how we could reach that goal in a way that better reflects our goals for an open and democratic community. How's this for a proposal:
>
> - One class of corporate member
> - Provide reasonable evidence of 2 FTE (full time equivalents) working on OpenStack in some capacity
> - Commit to 2 years of sponsorship, on an evergreen basis, but paid annually
> - Individual members, if there are any, cannot be employed by a corporate member
>
> My rough calculation, having a reasonably good grasp of the interests and level of engagement of the various corporations in the OpenStack ecosystem, is that we could expect around 15 of the 150 companies involved to meet these requirements. $3M divided by 15 = $200,000.
>
> It's a high playing field, but at least it's a level one. It doesn't change the structure or composition of the technical committee, and it doesn't limit the ability of the foundation to raise money in other ways (sell sponsorships for events, charge admission for conferences, even license the use of the trademark for training or certification).
>
> If we have a simple pay-to-play model, then we can trust market economics and enforce transparency of spending. If we have a simple "meritocracy", then we can expect the most skilled and dedicated to rise to the top, provided we're extremely careful about how we measure skill and dedication. If we blend the two, I'm deeply concerned that we'll see the worst of both systems play out over time - the selfishness of market-driven economics dominating our decisions with the petulant moralism of the meritocracy. Hoping for any other outcome is, in my opinion, foolish optimism.
>
> At the core of OpenStack is the idea that a single project could address the needs of ALL of our organizations - large, small, producers, consumers, non-profits and tool makers. We need to guard that vision, and protect it from our best intentions. No one in the community, whether individual contributor or corporate sponsor, can claim to speak for (or even understand the perspective of) the majority of us. We're simply too numerous, and too diverse. If you believe, as I do, that *your* company should have a stake in OpenStack's future, then now is the time to speak up in favor of the level playing field we originally set out to create.
>
> With (attempted) diplomacy,
>
> Joshua
>
> --
> Joshua McKenty
> Co-Founder, OpenStack
> CEO, Piston Cloud Computing, Inc.
> w: (650) 24-CLOUD
> m: (650) 283-6846
> http://www.pistoncloud.com
>
> "Oh, Westley, we'll never survive!"
> "Nonsense. You're only saying that because no one ever has."
>
> _______________________________________________ Foundation mailing list Foundation at lists.openstack.org (mailto:Foundation at lists.openstack.org) http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
> _______________________________________________
> Foundation mailing list
> Foundation at lists.openstack.org (mailto:Foundation at lists.openstack.org)
> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
>
>


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Foundation Structure: An Alternative [ In reply to ]
On Mar 9, 2012, at 4:50 PM, Boris Renski Jr. wrote:
> The one thing I would do away with is the ?elected board members? in favor of more associate member seats. This almost feels like a way to compensate the technology side for giving the marketing side leverage over the former. If we feel that this is necessary, it is a symptom of presence of technology-commercial coupling and we need to fix something else. All technical members should be elected based on merit. All board members ? appointed based on monetary/evangelism contribution. Decoupling between technology direction and purchasing power should be rock solid.

Thanks for the thoughts, Boris. One point I'd make: the Individual Member seats are not just about compensating the technology side. It gives an opportunity for the entire community to elect representatives. These could be some of the "luminaries" Josh spoke of or others unaffiliated with any corporate member. Individual Membership is not limited solely to developers who are contributing code, but would include users, deployers, translators, marketers and people with all sorts of involvement in the community. Individual Membership is free and a great place for participants academic institutions, non-profits, etc. to participate with no price tag.

Jonathan.
Foundation Structure: An Alternative [ In reply to ]
This is me speaking up.
There are enough open issues on the board structure and funding that warrant a meeting. Representatives of companies interested in being board members would discuss unresolved issues. Consider it to be a pre-drafting meeting. The results of this meeting would be openly discussed with the community at large.
I am asking for this meeting to take place as soon as possible and definitely before anything final is agreed to.

~sean roberts, strategic yahoo

On Mar 9, 2012, at 11:21 AM, "Joshua McKenty" <joshua at pistoncloud.com<mailto:joshua at pistoncloud.com>> wrote:

I'll be the first to admit that I'm not a diplomatic person. When we were launching OpenStack, this was a bit of an advantage (if we had waited for permission before releasing the Nova source code, we'd still be waiting) - but since the first summit, the community has grown so quickly, and become so diverse, that I have tried to leave discussions of governance, foundation structure, dispute resolution, and most particularly monetary corporate contributions, to others with more... tact.

But now I feel I have no choice but to speak up; I'm deeply concerned.

The biggest, splashiest openstack stories of the past two years have all had the names of huge, multi-national corporations in them - names like IBM, AT&T, Dell, HP, and CISCO. And while their participation has been tremendously positive for the project (with Quantum and Crowbar standing as examples of this), I see things trending in a direction that makes me nervous for the smaller players - for the startups who will live or die on the strength of the OpenStack project. Like Piston Cloud.

The current official proposal for the foundation creates a new class of super-members - with a sticker price of $2.5M (due up front) that puts it out of reach of all but a small handful of organizations.

This is not a new idea - it was the first structural proposal for the foundation that I heard from the organizing team, and I have argued against it (at times seemingly successfully) continuously since last fall.

I understand why it is appealing; it creates a small and manageable board of directors, with a large pool of resources, who shouldn't have too much trouble guiding and directing the outcomes of OpenStack. But it's not a structure that represents or embodies the principles that OpenStack was founded upon, and I think that while it may offer some short-term benefits, it may be damaging to the long-term health of the project because it strangles the ecosystem of contributing companies we've worked so hard to create.

The "right" structure is a much harder thing to organize:
- It recognizes and requires project contribution (code, tests, docs, bugs and evangelism) along with cash
- It has a single class of corporate member, a level playing field
- It has room for non-corporate members in the meaningful governance bodies (not tucked away in 'advisory' boards)
- It aggressively and publicly resolves the conflict-of-interest between the 'company hat' and the 'project hat'

My understanding of the key challenges of this foundation board are the following:
- Keep it small enough to be manageable (21 directors or less)
- Supply enough funding to carry on with most of the current project support activities
- Ensure representation of the diversity of the OpenStack community
- Provide a mechanism for "industry luminaries" as well as OpenStack users and consumers to provide input and feedback

The target budget of the Foundation is around $3M per year. Without getting into a discussion about whether that's reasonable or not, I'd like to brainstorm how we could reach that goal in a way that better reflects our goals for an open and democratic community. How's this for a proposal:

- One class of corporate member
- Provide reasonable evidence of 2 FTE (full time equivalents) working on OpenStack in some capacity
- Commit to 2 years of sponsorship, on an evergreen basis, but paid annually
- Individual members, if there are any, cannot be employed by a corporate member

My rough calculation, having a reasonably good grasp of the interests and level of engagement of the various corporations in the OpenStack ecosystem, is that we could expect around 15 of the 150 companies involved to meet these requirements. $3M divided by 15 = $200,000.

It's a high playing field, but at least it's a level one. It doesn't change the structure or composition of the technical committee, and it doesn't limit the ability of the foundation to raise money in other ways (sell sponsorships for events, charge admission for conferences, even license the use of the trademark for training or certification).

If we have a simple pay-to-play model, then we can trust market economics and enforce transparency of spending. If we have a simple "meritocracy", then we can expect the most skilled and dedicated to rise to the top, provided we're extremely careful about how we measure skill and dedication. If we blend the two, I'm deeply concerned that we'll see the worst of both systems play out over time - the selfishness of market-driven economics dominating our decisions with the petulant moralism of the meritocracy. Hoping for any other outcome is, in my opinion, foolish optimism.

At the core of OpenStack is the idea that a single project could address the needs of ALL of our organizations - large, small, producers, consumers, non-profits and tool makers. We need to guard that vision, and protect it from our best intentions. No one in the community, whether individual contributor or corporate sponsor, can claim to speak for (or even understand the perspective of) the majority of us. We're simply too numerous, and too diverse. If you believe, as I do, that *your* company should have a stake in OpenStack's future, then now is the time to speak up in favor of the level playing field we originally set out to create.

With (attempted) diplomacy,

Joshua

--
Joshua McKenty
Co-Founder, OpenStack
CEO, Piston Cloud Computing, Inc.
w: (650) 24-CLOUD
m: (650) 283-6846
http://www.pistoncloud.com

"Oh, Westley, we'll never survive!"
"Nonsense. You're only saying that because no one ever has."

_______________________________________________
Foundation mailing list
Foundation at lists.openstack.org<mailto:Foundation at lists.openstack.org>
http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
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Foundation Structure: An Alternative [ In reply to ]
On Mar 9, 2012, at 5:00 PM, Devin Carlen wrote:
> Mark, one thing that I am curious about - there doesn't seem to be language in the foundation structure document that would prevent "individual" members from organizations that are also "strategic" members from also being on the board. Is there any language that prevents board stacking?
>
> Devin

We hadn't put language in the overall structure summary around this, but have mentioned that this was something the Bylaws would probably cover. Setting the specific limitations is probably somewhat dependent on the Board size. I think it makes sense to have some limit (one company cannot employ more than X percentage of the Board members), but not say that it can only be one per company. If there are really good candidates who happen to share an employer, eliminating them completely could be counterproductive. Also, Individual Member seats would be tied to the individual instead of an organization, meaning the member would retain the seat even if he or she changed employers.
Foundation Structure: An Alternative [ In reply to ]
This is great!

Jonathan, do you think a completely-elected board is something that the larger corporations would go along with? Ben's suggestion to that effect certainly seems to be the simplest model, since we can scale the membership, deliver specific value for cash contributions, and still manage the size of the board.

Regarding the "Individual Member" seats - I would like to echo Devin's concerns about stacking by strategic members. If these are truly independent, meaning that they're not employees of the corporate members, then I think it's a great benefit to have them be part of the board! I'm imagining folks like Tim Bell (CERN), Peter Mell (NIST) or Vint Cerf on there.

Boris, I completely agree with decoupling of the "business side" of OpenStack from the technical side, and I think managing two separate organizations would be one way to achieve this. My concerns are solely on the business side right now. I've spent a lot of time chatting with the PTLs today, and I have confidence that they can hold the technical community to a meritocratic standard. I think the proposal to vote for seats on the foundation board is more about managing board size, than any crossover of technical community management.

Having said that, I'm still concerned with the idea that we would "let the bigger guys pay more and get a bigger logo on the homepage". If we're going to "sell" OpenStack privileges, I think we need to do it ala-cart, and explicitly.

Some examples (echoing Ben Cherian's comments) might be:
- Use of the trademark (for products, training, or certification)
- Sponsorship of openstack events
- Priority registration for summits and conferences (not necessarily in favor of this one...)

While I was drafting this up, I saw Sean Robert's email suggesting that we meet face-to-face and work through some of this together - it seems like a fantastic plan to me, and I'll bump everything else from my schedule to make it happen if others are interested. What do you guys think?


--
Joshua McKenty, CEO
Piston Cloud Computing, Inc.
w: (650) 24-CLOUD
m: (650) 283-6846
http://www.pistoncloud.com

"Oh, Westley, we'll never survive!"
"Nonsense. You're only saying that because no one ever has."


On Friday, March 9, 2012 at 3:06 PM, Jonathan Bryce wrote:

> On Mar 9, 2012, at 4:50 PM, Boris Renski Jr. wrote:
> > The one thing I would do away with is the ?elected board members? in favor of more associate member seats. This almost feels like a way to compensate the technology side for giving the marketing side leverage over the former. If we feel that this is necessary, it is a symptom of presence of technology-commercial coupling and we need to fix something else. All technical members should be elected based on merit. All board members ? appointed based on monetary/evangelism contribution. Decoupling between technology direction and purchasing power should be rock solid.
>
>
> Thanks for the thoughts, Boris. One point I'd make: the Individual Member seats are not just about compensating the technology side. It gives an opportunity for the entire community to elect representatives. These could be some of the "luminaries" Josh spoke of or others unaffiliated with any corporate member. Individual Membership is not limited solely to developers who are contributing code, but would include users, deployers, translators, marketers and people with all sorts of involvement in the community. Individual Membership is free and a great place for participants academic institutions, non-profits, etc. to participate with no price tag.
>
> Jonathan.

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Foundation Structure: An Alternative [ In reply to ]
On Fri, Mar 9, 2012 at 2:27 PM, Mark Collier <mark at openstack.org> wrote:
>
> Strategic Member fees:? One small clarification: the proposal calls for
> Strategic Members to make a commitment of $500k/year for 5 years, paid
> annually (not up front). This figure was driven primarily by the need to
> arrive at a reasonable board size, while also raising substantial funds for
> foundation operations.

What do you do if more than than 5 companies pony up? What a good
problem to have! ;-)

Although 5 years align to ensure the longevity of the project, the
project is too young to sell away 5 years at this critical time in
strengthening the direction.

It should be desirable for the young companies who's success is
accelerating and are making an all-in strategic investment to be able
to make the same strategic contributions with the same benefits each
year --- natural incentives. This young blood shouldn't have to jockey
for two thirds of the remaining seats. With the success of OpenStack,
our foundations coffers will fill each year.

Joshua's proposal, our proposal (Piston Cloud), provides OpenStack
much more guaranteed resources as each of the say 15 members would be
providing 2 FTE = ~30, and the same financial characteristics. This
in-house investment formalizes the good behavior of committed
participants and brings home the OpenStack hats.

In this model seats are more easily lotteried each year among those
that are making the strategic investment, and we eliminate the unique
timing of the opportunity.

Better yet decouple the board all together from the benefits of
strategic membership -- why restrict full meritocracy to the
technical.


Thank you,
--
@lloyddewolf
http://www.pistoncloud.com/
Foundation Structure: An Alternative [ In reply to ]
My two cents :

In the words of John Lydgate, ?You can please some of the people all of the time, you can please all of the people some of the time, but you can?t please all of the people all of the time?.

There is enough here to like OR dislike if you are looking. I think Rackspace has done the best they could with the feedback they've been given from this community both openly and behind closed doors and will continue to pursue the best course of action for the community. I think the bigger question now is, "Which community"? We have the startups, smaller established companies that are relying on the success of OpenStack and we have the huge companies that will survive whatever fate has in store for OpenStack or at least that's how I think it's being perceived.

There is also sort of a catch 22 here. If 1/3 of the board is strategic and more than x(where x is probably more than 5) companies are willing to pony up that money then we STILL have a massive board and with the announcement from Sony and the possibility of heavyweights like Red Hat entering this space, there is a real concern on that front too since in todays laws and bylaws 2/3 of the board would be associate or individual and that would very obviously increase the size of the board so some could argue that the price is too high and others would argue that it's not high enough.

I do agree that if the wish of the openstack ecosystem is to meet and make sure we're all on the same page then we should do so sooner than later as I think a major announcement is forthcoming(Tuesday?).

Either way, I like the discussion and I'm sure Rackspace will listen to the people and companies that want to see OpenStack succeed.

Cole


From: Sean Roberts <seanrob@yahoo-inc.com<mailto:seanrob@yahoo-inc.com>>
Date: Fri, 9 Mar 2012 15:16:51 -0800
To: Joshua McKenty <joshua at pistoncloud.com<mailto:joshua at pistoncloud.com>>
Cc: "foundation at lists.openstack.org<mailto:foundation at lists.openstack.org>" <foundation at lists.openstack.org<mailto:foundation at lists.openstack.org>>, OpenStack <openstack at lists.launchpad.net<mailto:openstack at lists.launchpad.net>>
Subject: Re: [OpenStack Foundation] Foundation Structure: An Alternative

This is me speaking up.
There are enough open issues on the board structure and funding that warrant a meeting. Representatives of companies interested in being board members would discuss unresolved issues. Consider it to be a pre-drafting meeting. The results of this meeting would be openly discussed with the community at large.
I am asking for this meeting to take place as soon as possible and definitely before anything final is agreed to.

~sean roberts, strategic yahoo

On Mar 9, 2012, at 11:21 AM, "Joshua McKenty" <joshua at pistoncloud.com<mailto:joshua at pistoncloud.com>> wrote:

I'll be the first to admit that I'm not a diplomatic person. When we were launching OpenStack, this was a bit of an advantage (if we had waited for permission before releasing the Nova source code, we'd still be waiting) - but since the first summit, the community has grown so quickly, and become so diverse, that I have tried to leave discussions of governance, foundation structure, dispute resolution, and most particularly monetary corporate contributions, to others with more... tact.

But now I feel I have no choice but to speak up; I'm deeply concerned.

The biggest, splashiest openstack stories of the past two years have all had the names of huge, multi-national corporations in them - names like IBM, AT&T, Dell, HP, and CISCO. And while their participation has been tremendously positive for the project (with Quantum and Crowbar standing as examples of this), I see things trending in a direction that makes me nervous for the smaller players - for the startups who will live or die on the strength of the OpenStack project. Like Piston Cloud.

The current official proposal for the foundation creates a new class of super-members - with a sticker price of $2.5M (due up front) that puts it out of reach of all but a small handful of organizations.

This is not a new idea - it was the first structural proposal for the foundation that I heard from the organizing team, and I have argued against it (at times seemingly successfully) continuously since last fall.

I understand why it is appealing; it creates a small and manageable board of directors, with a large pool of resources, who shouldn't have too much trouble guiding and directing the outcomes of OpenStack. But it's not a structure that represents or embodies the principles that OpenStack was founded upon, and I think that while it may offer some short-term benefits, it may be damaging to the long-term health of the project because it strangles the ecosystem of contributing companies we've worked so hard to create.

The "right" structure is a much harder thing to organize:
- It recognizes and requires project contribution (code, tests, docs, bugs and evangelism) along with cash
- It has a single class of corporate member, a level playing field
- It has room for non-corporate members in the meaningful governance bodies (not tucked away in 'advisory' boards)
- It aggressively and publicly resolves the conflict-of-interest between the 'company hat' and the 'project hat'

My understanding of the key challenges of this foundation board are the following:
- Keep it small enough to be manageable (21 directors or less)
- Supply enough funding to carry on with most of the current project support activities
- Ensure representation of the diversity of the OpenStack community
- Provide a mechanism for "industry luminaries" as well as OpenStack users and consumers to provide input and feedback

The target budget of the Foundation is around $3M per year. Without getting into a discussion about whether that's reasonable or not, I'd like to brainstorm how we could reach that goal in a way that better reflects our goals for an open and democratic community. How's this for a proposal:

- One class of corporate member
- Provide reasonable evidence of 2 FTE (full time equivalents) working on OpenStack in some capacity
- Commit to 2 years of sponsorship, on an evergreen basis, but paid annually
- Individual members, if there are any, cannot be employed by a corporate member

My rough calculation, having a reasonably good grasp of the interests and level of engagement of the various corporations in the OpenStack ecosystem, is that we could expect around 15 of the 150 companies involved to meet these requirements. $3M divided by 15 = $200,000.

It's a high playing field, but at least it's a level one. It doesn't change the structure or composition of the technical committee, and it doesn't limit the ability of the foundation to raise money in other ways (sell sponsorships for events, charge admission for conferences, even license the use of the trademark for training or certification).

If we have a simple pay-to-play model, then we can trust market economics and enforce transparency of spending. If we have a simple "meritocracy", then we can expect the most skilled and dedicated to rise to the top, provided we're extremely careful about how we measure skill and dedication. If we blend the two, I'm deeply concerned that we'll see the worst of both systems play out over time - the selfishness of market-driven economics dominating our decisions with the petulant moralism of the meritocracy. Hoping for any other outcome is, in my opinion, foolish optimism.

At the core of OpenStack is the idea that a single project could address the needs of ALL of our organizations - large, small, producers, consumers, non-profits and tool makers. We need to guard that vision, and protect it from our best intentions. No one in the community, whether individual contributor or corporate sponsor, can claim to speak for (or even understand the perspective of) the majority of us. We're simply too numerous, and too diverse. If you believe, as I do, that *your* company should have a stake in OpenStack's future, then now is the time to speak up in favor of the level playing field we originally set out to create.

With (attempted) diplomacy,

Joshua

--
Joshua McKenty
Co-Founder, OpenStack
CEO, Piston Cloud Computing, Inc.
w: (650) 24-CLOUD
m: (650) 283-6846
http://www.pistoncloud.com

"Oh, Westley, we'll never survive!"
"Nonsense. You're only saying that because no one ever has."

_______________________________________________
Foundation mailing list
Foundation at lists.openstack.org<mailto:Foundation at lists.openstack.org>
http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
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Foundation Structure: An Alternative [ In reply to ]
Comments inline:


On 3/9/12 3:53 PM, "Lloyd Dewolf" <lloydostack at gmail.com> wrote:

>On Fri, Mar 9, 2012 at 2:27 PM, Mark Collier <mark at openstack.org> wrote:
>>
>> Strategic Member fees: One small clarification: the proposal calls for
>> Strategic Members to make a commitment of $500k/year for 5 years, paid
>> annually (not up front). This figure was driven primarily by the need to
>> arrive at a reasonable board size, while also raising substantial funds
>>for
>> foundation operations.
>
>What do you do if more than than 5 companies pony up? What a good
>problem to have! ;-)


On this I have to disagree a bit. Any board wants a stable, functional
group capable of making decisions and the old "too many cooks" applies
here.



>
>Although 5 years align to ensure the longevity of the project, the
>project is too young to sell away 5 years at this critical time in
>strengthening the direction.
>
>It should be desirable for the young companies who's success is
>accelerating and are making an all-in strategic investment to be able
>to make the same strategic contributions with the same benefits each
>year --- natural incentives. This young blood shouldn't have to jockey
>for two thirds of the remaining seats. With the success of OpenStack,
>our foundations coffers will fill each year.
>
>Joshua's proposal, our proposal (Piston Cloud), provides OpenStack
>much more guaranteed resources as each of the say 15 members would be
>providing 2 FTE = ~30, and the same financial characteristics. This
>in-house investment formalizes the good behavior of committed
>participants and brings home the OpenStack hats.
>
>In this model seats are more easily lotteried each year among those
>that are making the strategic investment, and we eliminate the unique
>timing of the opportunity.

I think this is dangerous to some degree as well. You want "hungry"
companies that want to participate but you also want a "hungry" though
stable board. I'll again call out the Linux Foundation here as I think
they do a good job of making sure that they manage memberships to a degree
that keeps them functionally marching forward with regards to innovation
and community and that pretty much means that there is a very repetitive
group of platinum(strategic) members.

>
>Better yet decouple the board all together from the benefits of
>strategic membership -- why restrict full meritocracy to the
>technical.

I don't think the bigger companies will like this very much as this is not
how they operate.

>
>
>Thank you,
>--
>@lloyddewolf
>http://www.pistoncloud.com/
>_______________________________________________
>Foundation mailing list
>Foundation at lists.openstack.org
>http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
>
Foundation Structure: An Alternative [ In reply to ]
I currently don?t see a meaningful path around selling board seats in some shape of form.



Having a single, structured body dedicated to project evangelism has been key to OpenStack success so far. It is important that the foundation is able to raise meaningful amounts of money to fund its operations, staff and PR activities. On the other hand, expecting companies to commit $50K - $500K / year to the foundation without offering the credibility and nominal influence that comes with the board seat is not likely to work IMHO.



Selling board seats is like saying ?thank you for your donation, we publically acknowledge your goodwill and commitment to the foundation ? here is a board seat so you can supervise?



Selling rights to trademarks, training licenses and event sponsorships is like saying ?bitch, we are important, if you want to benefit from OpenStack ? pay us money?



One is about motivating donations?i.e. giving organizations a way to publically demonstrate their commitment to the good cause that is OpenStack; the other - about selling assets and milking the momentum of the brand. One has the ?goodwill donation mentality?, the other ? ?extortion mentality.? I feel that fewer will favor the latter.



-Boris



From: foundation-bounces@lists.openstack.org [mailto:foundation-bounces@lists.openstack.org] On Behalf Of Joshua McKenty
Sent: Friday, March 09, 2012 3:40 PM
To: Jonathan Bryce
Cc: <foundation at lists.openstack.org>; OpenStack
Subject: Re: [OpenStack Foundation] Foundation Structure: An Alternative



This is great!



Jonathan, do you think a completely-elected board is something that the larger corporations would go along with? Ben's suggestion to that effect certainly seems to be the simplest model, since we can scale the membership, deliver specific value for cash contributions, and still manage the size of the board.



Regarding the "Individual Member" seats - I would like to echo Devin's concerns about stacking by strategic members. If these are truly independent, meaning that they're not employees of the corporate members, then I think it's a great benefit to have them be part of the board! I'm imagining folks like Tim Bell (CERN), Peter Mell (NIST) or Vint Cerf on there.



Boris, I completely agree with decoupling of the "business side" of OpenStack from the technical side, and I think managing two separate organizations would be one way to achieve this. My concerns are solely on the business side right now. I've spent a lot of time chatting with the PTLs today, and I have confidence that they can hold the technical community to a meritocratic standard. I think the proposal to vote for seats on the foundation board is more about managing board size, than any crossover of technical community management.



Having said that, I'm still concerned with the idea that we would "let the bigger guys pay more and get a bigger logo on the homepage". If we're going to "sell" OpenStack privileges, I think we need to do it ala-cart, and explicitly.



Some examples (echoing Ben Cherian's comments) might be:

- Use of the trademark (for products, training, or certification)

- Sponsorship of openstack events

- Priority registration for summits and conferences (not necessarily in favor of this one...)



While I was drafting this up, I saw Sean Robert's email suggesting that we meet face-to-face and work through some of this together - it seems like a fantastic plan to me, and I'll bump everything else from my schedule to make it happen if others are interested. What do you guys think?





--

Joshua McKenty, CEO

Piston Cloud Computing, Inc.
w: (650) 24-CLOUD

m: (650) 283-6846
http://www.pistoncloud.com



"Oh, Westley, we'll never survive!"
"Nonsense. You're only saying that because no one ever has."



On Friday, March 9, 2012 at 3:06 PM, Jonathan Bryce wrote:

On Mar 9, 2012, at 4:50 PM, Boris Renski Jr. wrote:

The one thing I would do away with is the ?elected board members? in favor of more associate member seats. This almost feels like a way to compensate the technology side for giving the marketing side leverage over the former. If we feel that this is necessary, it is a symptom of presence of technology-commercial coupling and we need to fix something else. All technical members should be elected based on merit. All board members ? appointed based on monetary/evangelism contribution. Decoupling between technology direction and purchasing power should be rock solid.



Thanks for the thoughts, Boris. One point I'd make: the Individual Member seats are not just about compensating the technology side. It gives an opportunity for the entire community to elect representatives. These could be some of the "luminaries" Josh spoke of or others unaffiliated with any corporate member. Individual Membership is not limited solely to developers who are contributing code, but would include users, deployers, translators, marketers and people with all sorts of involvement in the community. Individual Membership is free and a great place for participants academic institutions, non-profits, etc. to participate with no price tag.



Jonathan.



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Foundation Structure: An Alternative [ In reply to ]
We will make ourselves available. I am offering up a Yahoo meeting space in SF, Santa Clara, or Sunnyvale. Teleconference may be available on short notice.

~sean

On Mar 9, 2012, at 3:41 PM, "Joshua McKenty" <joshua at pistoncloud.com<mailto:joshua at pistoncloud.com>> wrote:

This is great!

Jonathan, do you think a completely-elected board is something that the larger corporations would go along with? Ben's suggestion to that effect certainly seems to be the simplest model, since we can scale the membership, deliver specific value for cash contributions, and still manage the size of the board.

Regarding the "Individual Member" seats - I would like to echo Devin's concerns about stacking by strategic members. If these are truly independent, meaning that they're not employees of the corporate members, then I think it's a great benefit to have them be part of the board! I'm imagining folks like Tim Bell (CERN), Peter Mell (NIST) or Vint Cerf on there.

Boris, I completely agree with decoupling of the "business side" of OpenStack from the technical side, and I think managing two separate organizations would be one way to achieve this. My concerns are solely on the business side right now. I've spent a lot of time chatting with the PTLs today, and I have confidence that they can hold the technical community to a meritocratic standard. I think the proposal to vote for seats on the foundation board is more about managing board size, than any crossover of technical community management.

Having said that, I'm still concerned with the idea that we would "let the bigger guys pay more and get a bigger logo on the homepage". If we're going to "sell" OpenStack privileges, I think we need to do it ala-cart, and explicitly.

Some examples (echoing Ben Cherian's comments) might be:
- Use of the trademark (for products, training, or certification)
- Sponsorship of openstack events
- Priority registration for summits and conferences (not necessarily in favor of this one...)

While I was drafting this up, I saw Sean Robert's email suggesting that we meet face-to-face and work through some of this together - it seems like a fantastic plan to me, and I'll bump everything else from my schedule to make it happen if others are interested. What do you guys think?


--
Joshua McKenty, CEO
Piston Cloud Computing, Inc.
w: (650) 24-CLOUD
m: (650) 283-6846
http://www.pistoncloud.com

"Oh, Westley, we'll never survive!"
"Nonsense. You're only saying that because no one ever has."


On Friday, March 9, 2012 at 3:06 PM, Jonathan Bryce wrote:

On Mar 9, 2012, at 4:50 PM, Boris Renski Jr. wrote:
The one thing I would do away with is the ?elected board members? in favor of more associate member seats. This almost feels like a way to compensate the technology side for giving the marketing side leverage over the former. If we feel that this is necessary, it is a symptom of presence of technology-commercial coupling and we need to fix something else. All technical members should be elected based on merit. All board members ? appointed based on monetary/evangelism contribution. Decoupling between technology direction and purchasing power should be rock solid.

Thanks for the thoughts, Boris. One point I'd make: the Individual Member seats are not just about compensating the technology side. It gives an opportunity for the entire community to elect representatives. These could be some of the "luminaries" Josh spoke of or others unaffiliated with any corporate member. Individual Membership is not limited solely to developers who are contributing code, but would include users, deployers, translators, marketers and people with all sorts of involvement in the community. Individual Membership is free and a great place for participants academic institutions, non-profits, etc. to participate with no price tag.

Jonathan.

_______________________________________________
Foundation mailing list
Foundation at lists.openstack.org<mailto:Foundation at lists.openstack.org>
http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
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Foundation Structure: An Alternative [ In reply to ]
Having more than 5 companies pony up big dollars *is* a great problem
to have. I didn't mean to suggest the solution stays the same. We need
to plan for this scenario as there is a real chance of more
participants than what has been negotiated in the back rooms.


Of course, everyone wants the greatest up-front value for their
investment. Capital is actually the least strategic type of investment
a big company can make. The biggest companies are the biggest
companies because they put their best people on strategic investments.

Having been at IBM in a group, DB2, dependent on the success of Linux
during many of the pivotal years of Linux's commercial rise
(2000-2004), IBM truly made that strategic investment. There were no
guarantees.

Although the Linux Foundation is an exceptional organization there is
no model for what OpenStack has achieved with the leadership of
Rackspace and others in the areas of strategic, business development,
marketing, and events in hand with the technical leadership and
achievements of the the community. If we agree that this investment is
essential to our success, and the budget that it requires, then let's
retire the possibly insulting argument that a meritocratic board is
anything but a requirement, that there is something extortive about
this, or that everyone else should be content jockeying for part of
the board, or that technical contribution is the only full domain of
participation for everyone.

Rackspace reserving long term influence for themselves and selling it
to a BIG four will forever shadow the OpenStack project.



Thank you,
--
@lloyddewolf
http://www.pistoncloud.com/
Foundation Structure: An Alternative [ In reply to ]
One of the options we can consider is to meet during the OpenStack Conference in San Francisco. Since it is in San Francisco, I can host it at Riverbed's corporate facilities in San Francisco or Sunnyvale. Just let me know how many people and how long. If need be, I can also order some pizzas or sandwiches.

Thanks & Regards
Raja Srinivasan

From: Sean Roberts <seanrob@yahoo-inc.com<mailto:seanrob@yahoo-inc.com>>
Date: Sat, 10 Mar 2012 08:55:31 -0800
To: Joshua McKenty <joshua at pistoncloud.com<mailto:joshua at pistoncloud.com>>
Cc: "<foundation at lists.openstack.org<mailto:foundation at lists.openstack.org>>" <foundation at lists.openstack.org<mailto:foundation at lists.openstack.org>>, OpenStack <openstack at lists.launchpad.net<mailto:openstack at lists.launchpad.net>>, Jonathan Bryce <jbryce at rackspace.com<mailto:jbryce at rackspace.com>>
Subject: Re: [OpenStack Foundation] Foundation Structure: An Alternative

We will make ourselves available. I am offering up a Yahoo meeting space in SF, Santa Clara, or Sunnyvale. Teleconference may be available on short notice.

~sean

On Mar 9, 2012, at 3:41 PM, "Joshua McKenty" <joshua at pistoncloud.com<mailto:joshua at pistoncloud.com>> wrote:

This is great!

Jonathan, do you think a completely-elected board is something that the larger corporations would go along with? Ben's suggestion to that effect certainly seems to be the simplest model, since we can scale the membership, deliver specific value for cash contributions, and still manage the size of the board.

Regarding the "Individual Member" seats - I would like to echo Devin's concerns about stacking by strategic members. If these are truly independent, meaning that they're not employees of the corporate members, then I think it's a great benefit to have them be part of the board! I'm imagining folks like Tim Bell (CERN), Peter Mell (NIST) or Vint Cerf on there.

Boris, I completely agree with decoupling of the "business side" of OpenStack from the technical side, and I think managing two separate organizations would be one way to achieve this. My concerns are solely on the business side right now. I've spent a lot of time chatting with the PTLs today, and I have confidence that they can hold the technical community to a meritocratic standard. I think the proposal to vote for seats on the foundation board is more about managing board size, than any crossover of technical community management.

Having said that, I'm still concerned with the idea that we would "let the bigger guys pay more and get a bigger logo on the homepage". If we're going to "sell" OpenStack privileges, I think we need to do it ala-cart, and explicitly.

Some examples (echoing Ben Cherian's comments) might be:
- Use of the trademark (for products, training, or certification)
- Sponsorship of openstack events
- Priority registration for summits and conferences (not necessarily in favor of this one...)

While I was drafting this up, I saw Sean Robert's email suggesting that we meet face-to-face and work through some of this together - it seems like a fantastic plan to me, and I'll bump everything else from my schedule to make it happen if others are interested. What do you guys think?


--
Joshua McKenty, CEO
Piston Cloud Computing, Inc.
w: (650) 24-CLOUD
m: (650) 283-6846
http://www.pistoncloud.com

"Oh, Westley, we'll never survive!"
"Nonsense. You're only saying that because no one ever has."


On Friday, March 9, 2012 at 3:06 PM, Jonathan Bryce wrote:

On Mar 9, 2012, at 4:50 PM, Boris Renski Jr. wrote:
The one thing I would do away with is the ?elected board members? in favor of more associate member seats. This almost feels like a way to compensate the technology side for giving the marketing side leverage over the former. If we feel that this is necessary, it is a symptom of presence of technology-commercial coupling and we need to fix something else. All technical members should be elected based on merit. All board members ? appointed based on monetary/evangelism contribution. Decoupling between technology direction and purchasing power should be rock solid.

Thanks for the thoughts, Boris. One point I'd make: the Individual Member seats are not just about compensating the technology side. It gives an opportunity for the entire community to elect representatives. These could be some of the "luminaries" Josh spoke of or others unaffiliated with any corporate member. Individual Membership is not limited solely to developers who are contributing code, but would include users, deployers, translators, marketers and people with all sorts of involvement in the community. Individual Membership is free and a great place for participants academic institutions, non-profits, etc. to participate with no price tag.

Jonathan.

_______________________________________________
Foundation mailing list
Foundation at lists.openstack.org<mailto:Foundation at lists.openstack.org>
http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
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Foundation Structure: An Alternative [ In reply to ]
On that note: I noticed a few of you will be at CloudCamp
Austin<http://cloudcamp.org/austin>tomorrow (@sxsw) We could meet face
2 face in our own breakout session

Dave

On Sat, Mar 10, 2012 at 12:52 PM, Raja Srinivasan <
Raja.Srinivasan at riverbed.com> wrote:

> One of the options we can consider is to meet during the OpenStack
> Conference in San Francisco. Since it is in San Francisco, I can host it at
> Riverbed's corporate facilities in San Francisco or Sunnyvale. Just let me
> know how many people and how long. If need be, I can also order some
> pizzas or sandwiches.
>
> Thanks & Regards
> Raja Srinivasan
>
> From: Sean Roberts <seanrob at yahoo-inc.com>
> Date: Sat, 10 Mar 2012 08:55:31 -0800
> To: Joshua McKenty <joshua at pistoncloud.com>
> Cc: "<foundation at lists.openstack.org>" <foundation at lists.openstack.org>,
> OpenStack <openstack at lists.launchpad.net>, Jonathan Bryce <
> jbryce at rackspace.com>
> Subject: Re: [OpenStack Foundation] Foundation Structure: An Alternative
>
> We will make ourselves available. I am offering up a Yahoo meeting
> space in SF, Santa Clara, or Sunnyvale. Teleconference may be available on
> short notice.
>
> ~sean
>
> On Mar 9, 2012, at 3:41 PM, "Joshua McKenty" <joshua at pistoncloud.com>
> wrote:
>
> This is great!
>
> Jonathan, do you think a completely-elected board is something that the
> larger corporations would go along with? Ben's suggestion to that effect
> certainly seems to be the simplest model, since we can scale the
> membership, deliver specific value for cash contributions, and still manage
> the size of the board.
>
> Regarding the "Individual Member" seats - I would like to echo Devin's
> concerns about stacking by strategic members. If these are truly
> independent, meaning that they're not employees of the corporate members,
> then I think it's a great benefit to have them be part of the board! I'm
> imagining folks like Tim Bell (CERN), Peter Mell (NIST) or Vint Cerf on
> there.
>
> Boris, I completely agree with decoupling of the "business side" of
> OpenStack from the technical side, and I think managing two separate
> organizations would be one way to achieve this. My concerns are solely on
> the business side right now. I've spent a lot of time chatting with the
> PTLs today, and I have confidence that they can hold the technical
> community to a meritocratic standard. I think the proposal to vote for
> seats on the foundation board is more about managing board size, than any
> crossover of technical community management.
>
> Having said that, I'm still concerned with the idea that we would "let
> the bigger guys pay more and get a bigger logo on the homepage". If we're
> going to "sell" OpenStack privileges, I think we need to do it ala-cart,
> and explicitly.
>
> Some examples (echoing Ben Cherian's comments) might be:
> - Use of the trademark (for products, training, or certification)
> - Sponsorship of openstack events
> - Priority registration for summits and conferences (not necessarily in
> favor of this one...)
>
> While I was drafting this up, I saw Sean Robert's email suggesting that
> we meet face-to-face and work through some of this together - it seems like
> a fantastic plan to me, and I'll bump everything else from my schedule to
> make it happen if others are interested. What do you guys think?
>
>
> --
> Joshua McKenty, CEO
> Piston Cloud Computing, Inc.
> w: (650) 24-CLOUD
> m: (650) 283-6846
> http://www.pistoncloud.com
>
> "Oh, Westley, we'll never survive!"
> "Nonsense. You're only saying that because no one ever has."
>
> On Friday, March 9, 2012 at 3:06 PM, Jonathan Bryce wrote:
>
> On Mar 9, 2012, at 4:50 PM, Boris Renski Jr. wrote:
>
> The one thing I would do away with is the ?elected board members? in favor
> of more associate member seats. This almost feels like a way to compensate
> the technology side for giving the marketing side leverage over the former.
> If we feel that this is necessary, it is a symptom of presence of
> technology-commercial coupling and we need to fix something else. All
> technical members should be elected based on merit. All board members ?
> appointed based on monetary/evangelism contribution. Decoupling between
> technology direction and purchasing power should be rock solid.
>
>
> Thanks for the thoughts, Boris. One point I'd make: the Individual
> Member seats are not just about compensating the technology side. It gives
> an opportunity for the entire community to elect representatives. These
> could be some of the "luminaries" Josh spoke of or others unaffiliated with
> any corporate member. Individual Membership is not limited solely to
> developers who are contributing code, but would include users, deployers,
> translators, marketers and people with all sorts of involvement in the
> community. Individual Membership is free and a great place for participants
> academic institutions, non-profits, etc. to participate with no price tag.
>
> Jonathan.
>
>
> _______________________________________________
> Foundation mailing list
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> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
>
> _______________________________________________ Foundation mailing list
> Foundation at lists.openstack.org
> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
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> _______________________________________________
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Foundation Structure: An Alternative [ In reply to ]
I am open to any site, almost anywhere. It will be the most useful if it is communicated in advance for maximum attendance.

~sean

On Mar 10, 2012, at 1:51 PM, "Dave Nielsen" <dnielsen at gmail.com<mailto:dnielsen at gmail.com>> wrote:

On that note: I noticed a few of you will be at CloudCamp Austin<http://cloudcamp.org/austin> tomorrow (@sxsw) We could meet face 2 face in our own breakout session

Dave

On Sat, Mar 10, 2012 at 12:52 PM, Raja Srinivasan <Raja.Srinivasan at riverbed.com<mailto:Raja.Srinivasan at riverbed.com>> wrote:
One of the options we can consider is to meet during the OpenStack Conference in San Francisco. Since it is in San Francisco, I can host it at Riverbed's corporate facilities in San Francisco or Sunnyvale. Just let me know how many people and how long. If need be, I can also order some pizzas or sandwiches.

Thanks & Regards
Raja Srinivasan

From: Sean Roberts <seanrob@yahoo-inc.com<mailto:seanrob@yahoo-inc.com>>
Date: Sat, 10 Mar 2012 08:55:31 -0800
To: Joshua McKenty <joshua at pistoncloud.com<mailto:joshua at pistoncloud.com>>
Cc: "<foundation at lists.openstack.org<mailto:foundation at lists.openstack.org>>" <foundation at lists.openstack.org<mailto:foundation at lists.openstack.org>>, OpenStack <openstack at lists.launchpad.net<mailto:openstack at lists.launchpad.net>>, Jonathan Bryce <jbryce at rackspace.com<mailto:jbryce at rackspace.com>>
Subject: Re: [OpenStack Foundation] Foundation Structure: An Alternative

We will make ourselves available. I am offering up a Yahoo meeting space in SF, Santa Clara, or Sunnyvale. Teleconference may be available on short notice.

~sean

On Mar 9, 2012, at 3:41 PM, "Joshua McKenty" <joshua at pistoncloud.com<mailto:joshua at pistoncloud.com>> wrote:

This is great!

Jonathan, do you think a completely-elected board is something that the larger corporations would go along with? Ben's suggestion to that effect certainly seems to be the simplest model, since we can scale the membership, deliver specific value for cash contributions, and still manage the size of the board.

Regarding the "Individual Member" seats - I would like to echo Devin's concerns about stacking by strategic members. If these are truly independent, meaning that they're not employees of the corporate members, then I think it's a great benefit to have them be part of the board! I'm imagining folks like Tim Bell (CERN), Peter Mell (NIST) or Vint Cerf on there.

Boris, I completely agree with decoupling of the "business side" of OpenStack from the technical side, and I think managing two separate organizations would be one way to achieve this. My concerns are solely on the business side right now. I've spent a lot of time chatting with the PTLs today, and I have confidence that they can hold the technical community to a meritocratic standard. I think the proposal to vote for seats on the foundation board is more about managing board size, than any crossover of technical community management.

Having said that, I'm still concerned with the idea that we would "let the bigger guys pay more and get a bigger logo on the homepage". If we're going to "sell" OpenStack privileges, I think we need to do it ala-cart, and explicitly.

Some examples (echoing Ben Cherian's comments) might be:
- Use of the trademark (for products, training, or certification)
- Sponsorship of openstack events
- Priority registration for summits and conferences (not necessarily in favor of this one...)

While I was drafting this up, I saw Sean Robert's email suggesting that we meet face-to-face and work through some of this together - it seems like a fantastic plan to me, and I'll bump everything else from my schedule to make it happen if others are interested. What do you guys think?


--
Joshua McKenty, CEO
Piston Cloud Computing, Inc.
w: (650) 24-CLOUD
m: (650) 283-6846<tel:%28650%29%20283-6846>
http://www.pistoncloud.com

"Oh, Westley, we'll never survive!"
"Nonsense. You're only saying that because no one ever has."


On Friday, March 9, 2012 at 3:06 PM, Jonathan Bryce wrote:

On Mar 9, 2012, at 4:50 PM, Boris Renski Jr. wrote:
The one thing I would do away with is the ?elected board members? in favor of more associate member seats. This almost feels like a way to compensate the technology side for giving the marketing side leverage over the former. If we feel that this is necessary, it is a symptom of presence of technology-commercial coupling and we need to fix something else. All technical members should be elected based on merit. All board members ? appointed based on monetary/evangelism contribution. Decoupling between technology direction and purchasing power should be rock solid.

Thanks for the thoughts, Boris. One point I'd make: the Individual Member seats are not just about compensating the technology side. It gives an opportunity for the entire community to elect representatives. These could be some of the "luminaries" Josh spoke of or others unaffiliated with any corporate member. Individual Membership is not limited solely to developers who are contributing code, but would include users, deployers, translators, marketers and people with all sorts of involvement in the community. Individual Membership is free and a great place for participants academic institutions, non-profits, etc. to participate with no price tag.

Jonathan.

_______________________________________________
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_______________________________________________ Foundation mailing list Foundation at lists.openstack.org<mailto:Foundation at lists.openstack.org> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation

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Foundation Structure: An Alternative [ In reply to ]
On Fri, 2012-03-09 at 14:50 -0800, Boris Renski Jr. wrote:

> In my view the price tag for the sponsorship and the ultimate means
> for raising the money is not what drives OpenStack?s vendor
> independence principles. What matters the most is the degree of
> decoupling between the front-end, marketing and the technical
> governance. Much of the OpenStack current momentum is due to this
> fairly unique way of doing open source where on one end you have an
> open, meritocracy-based technology community and, on the other ?
> structured commercial interest that evangelizes it. As long as the two
> sides remain sufficiently decoupled (as they have been so far) ? no
> OpenStack principles will be compromised.
>
> I think that the community needs to do away with this geek, open
> source mentality of ?all corporations are evil?

FWIW, I don't think I've noticed the "all corporations are evil"
mentality during any of the foundation discussions to date.

Then again, I haven't noticed the "petulant moralism of the meritocracy"
in OpenStack either.

So, perhaps those attributing such unreasonable behaviour to folks could
call out specific examples in future as they occur?

> and harness the value in strong commercial forces evangelizing and
> battling for the interest of the independent technology community.
> This is what got OpenStack to where it is now. So far the line between
> technology and marketing been well maintained. The bottom line is that
> a) technical committee must be elected and driven by meritocracy; b)
> foundation board should have virtually no influence (which is the case
> in the current structure) on the technical committee. Everything else
> is noise.

Rackspace and others have done an awesome job of evangelising and
promoting OpenStack to date. I'm sure no-one wants that marketing
success to falter.

However, you're overstating the current and proposed independence
between the project's technical community and the entity evangelising
the project (i.e. Rackspace currently, the Foundation in future).

Looking at:

http://wiki.openstack.org/Governance/Foundation/Structure

the Foundation is responsible for "project management", community
management (including the technical community, I assume), release
management, "encouraging and rewarding contribution" and, importantly,
the governance structure of the project itself. Any power the technical
community has over the project is devolved to it by the Foundation.

In the proposed structure, the Foundation is ultimately in complete
control of the project just as Rackspace is now. It is not analogous to
the separation between Linux project governance (i.e. Linus) and its
evangelism (i.e. the Linux Foundation).

If the primary motivation for the current proposal's emphasis - decision
making by corporate appointees, very large corporate cash contributions
and a multi-million dollar annual budget - is purely on the evangelism
and marketing side, perhaps the notion of having two separate
organizations is worth considering.

However, to make that work, the organization responsible for the project
would have to own the OpenStack mark (so that e.g. it has full control
over decisions about what can be announced as an official OpenStack
project release), but perhaps delegate the responsibility for
administering that mark to the marketing organization.

Cheers,
Mark.
Foundation Structure: An Alternative [ In reply to ]
The structure of the Board seems to be the last issue generating most of the discussion here. We can dedicate as much time as people would like to this during our scheduled webinars on Tuesday and Wednesday of this week. If required after that, I'm up for an in-person meeting as well, although, just doing another one in the Bay area may not get the broadest representation.

Looking forward to the conversation,

Jonathan.


On Mar 10, 2012, at 6:24 PM, Sean Roberts wrote:

> I am open to any site, almost anywhere. It will be the most useful if it is communicated in advance for maximum attendance.
>
> ~sean
>
> On Mar 10, 2012, at 1:51 PM, "Dave Nielsen" <dnielsen at gmail.com> wrote:
>
>> On that note: I noticed a few of you will be at CloudCamp Austin tomorrow (@sxsw) We could meet face 2 face in our own breakout session
>>
>> Dave
>>
>> On Sat, Mar 10, 2012 at 12:52 PM, Raja Srinivasan <Raja.Srinivasan at riverbed.com> wrote:
>> One of the options we can consider is to meet during the OpenStack Conference in San Francisco. Since it is in San Francisco, I can host it at Riverbed's corporate facilities in San Francisco or Sunnyvale. Just let me know how many people and how long. If need be, I can also order some pizzas or sandwiches.
>>
>> Thanks & Regards
>> Raja Srinivasan
>>
>> From: Sean Roberts <seanrob at yahoo-inc.com>
>> Date: Sat, 10 Mar 2012 08:55:31 -0800
>> To: Joshua McKenty <joshua at pistoncloud.com>
>> Cc: "<foundation at lists.openstack.org>" <foundation at lists.openstack.org>, OpenStack <openstack at lists.launchpad.net>, Jonathan Bryce <jbryce at rackspace.com>
>> Subject: Re: [OpenStack Foundation] Foundation Structure: An Alternative
>>
>> We will make ourselves available. I am offering up a Yahoo meeting space in SF, Santa Clara, or Sunnyvale. Teleconference may be available on short notice.
>>
>> ~sean
>>
>> On Mar 9, 2012, at 3:41 PM, "Joshua McKenty" <joshua at pistoncloud.com> wrote:
>>
>>> This is great!
>>>
>>> Jonathan, do you think a completely-elected board is something that the larger corporations would go along with? Ben's suggestion to that effect certainly seems to be the simplest model, since we can scale the membership, deliver specific value for cash contributions, and still manage the size of the board.
>>>
>>> Regarding the "Individual Member" seats - I would like to echo Devin's concerns about stacking by strategic members. If these are truly independent, meaning that they're not employees of the corporate members, then I think it's a great benefit to have them be part of the board! I'm imagining folks like Tim Bell (CERN), Peter Mell (NIST) or Vint Cerf on there.
>>>
>>> Boris, I completely agree with decoupling of the "business side" of OpenStack from the technical side, and I think managing two separate organizations would be one way to achieve this. My concerns are solely on the business side right now. I've spent a lot of time chatting with the PTLs today, and I have confidence that they can hold the technical community to a meritocratic standard. I think the proposal to vote for seats on the foundation board is more about managing board size, than any crossover of technical community management.
>>>
>>> Having said that, I'm still concerned with the idea that we would "let the bigger guys pay more and get a bigger logo on the homepage". If we're going to "sell" OpenStack privileges, I think we need to do it ala-cart, and explicitly.
>>>
>>> Some examples (echoing Ben Cherian's comments) might be:
>>> - Use of the trademark (for products, training, or certification)
>>> - Sponsorship of openstack events
>>> - Priority registration for summits and conferences (not necessarily in favor of this one...)
>>>
>>> While I was drafting this up, I saw Sean Robert's email suggesting that we meet face-to-face and work through some of this together - it seems like a fantastic plan to me, and I'll bump everything else from my schedule to make it happen if others are interested. What do you guys think?
>>>
>>>
>>> --
>>> Joshua McKenty, CEO
>>> Piston Cloud Computing, Inc.
>>> w: (650) 24-CLOUD
>>> m: (650) 283-6846
>>> http://www.pistoncloud.com
>>>
>>> "Oh, Westley, we'll never survive!"
>>> "Nonsense. You're only saying that because no one ever has."
>>>
>>> On Friday, March 9, 2012 at 3:06 PM, Jonathan Bryce wrote:
>>>
>>>> On Mar 9, 2012, at 4:50 PM, Boris Renski Jr. wrote:
>>>>> The one thing I would do away with is the ?elected board members? in favor of more associate member seats. This almost feels like a way to compensate the technology side for giving the marketing side leverage over the former. If we feel that this is necessary, it is a symptom of presence of technology-commercial coupling and we need to fix something else. All technical members should be elected based on merit. All board members ? appointed based on monetary/evangelism contribution. Decoupling between technology direction and purchasing power should be rock solid.
>>>>
>>>> Thanks for the thoughts, Boris. One point I'd make: the Individual Member seats are not just about compensating the technology side. It gives an opportunity for the entire community to elect representatives. These could be some of the "luminaries" Josh spoke of or others unaffiliated with any corporate member. Individual Membership is not limited solely to developers who are contributing code, but would include users, deployers, translators, marketers and people with all sorts of involvement in the community. Individual Membership is free and a great place for participants academic institutions, non-profits, etc. to participate with no price tag.
>>>>
>>>> Jonathan.
>>>
>>> _______________________________________________
>>> Foundation mailing list
>>> Foundation at lists.openstack.org
>>> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
>>
>> _______________________________________________ Foundation mailing list Foundation at lists.openstack.org http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
>>
>> _______________________________________________
>> Foundation mailing list
>> Foundation at lists.openstack.org
>> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
>>
>>
>
> _______________________________________________
> Foundation mailing list
> Foundation at lists.openstack.org
> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation

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Foundation Structure: An Alternative [ In reply to ]
On Mar 11, 2012, at 9:38 AM, Mark McLoughlin wrote:
> In the proposed structure, the Foundation is ultimately in complete
> control of the project just as Rackspace is now. It is not analogous to
> the separation between Linux project governance (i.e. Linus) and its
> evangelism (i.e. the Linux Foundation).

If you look at the structure document, yes, the Board has ultimate legal authority, but the Technical Committee is independent and can change its structure and policies on it's own. We don't explicitly lay it out in the Structure summary (other than saying Governance is one of the policies that would require a 70% supermajority to change), but as we move into drafting the details of Bylaws, I'd suggest we put process protections in place that would set a very high bar for any of those changes to be made. Alice King has already had some thoughts around this and other process details that will need to be in the Bylaws. I don't think it requires two completely separate organizations if the proper protections are in place. Ultimately we are one community (almost all the largest code contributors all work for companies who are also the largest funders and sponsors of community activities), and as you pointed out the combined effect has been pretty powerful to date and I wouldn't want to lose what's working as we transition.

Jonathan.
Foundation Structure: An Alternative [ In reply to ]
Boris Renski Jr. wrote:
> While I like the simplicity and elegance of the newly proposed
> structure, I don?t see how it does away with the evils of the
> pay-to-play model?. Which is what you purport we are striving to
> achieve. What you, Josh, proposed is a simplified pay-to-play that
> arguably embraces the evils for the ?market driven selfishness? in an
> even more obvious way than the model before it. In your case, all the
> seats are simply purchased for a fixed price of $200K.

Right, any pay-to-play model will create a threshold effect, and Josh's
proposal is just lowering the price to pay to get a reserved board seat
to something that a company like Piston Cloud can pay. Since a lot of
the 156 companies "supporting" OpenStack can afford such a price tag,
you end up with a board containing too many directors.

> [...] So far the line between technology and marketing been well
> maintained. The bottom line is that a) technical committee must be
> elected and driven by meritocracy; b) foundation board should have
> virtually no influence (which is the case in the current structure) on
> the technical committee. Everything else is noise.

I tend to agree with that, which is why I focused on the Technical
Committee structure.

> Once we accept this, the question of structuring the board really
> becomes the question of how does one raise the maximum amount of money
> to continue to have a centralized body with a mission to evangelize the
> project. You can structure it by tiers to let the bigger guys pay more
> and get a bigger logo on the homepage. You can do a flat structure like
> Josh proposed. You can auction off the board seats etc.

I see four models for this:

All individual seats: All board seats are elected, you get one vote for
every foundation member. Sponsoring is done separately. This is likely
to raise the smallest amount of money, and the problem remains at
another level: "what is a foundation member ?".

Tiered structure: this is the current proposal, which is well balanced.
The only issue is that the board grows by 3 people when (if) a strategic
member is added.

Single-price: this is Josh's proposal, but I think it will result in a
board that is too big and unable to function.

Pay-to-vote: you have two classes: corporate seats and individual seats.
Individual members elect the individual seats (which represent 25-33% of
the total). Corporate seats are also all elected and corporations get a
vote for every ?$ they put in. One drawback is that large corporations
which are no longer guaranteed of getting a board seat will probably pay
less under this model.

Personally, I tend to prefer models that effectively prevent the board
from growing uncontrollably.

--
Thierry Carrez (ttx)
Release Manager, OpenStack
Foundation Structure: An Alternative [ In reply to ]
On Mar 12, 2012, at 2:45 AM, Thierry Carrez wrote:

> Boris Renski Jr. wrote:
>> While I like the simplicity and elegance of the newly proposed
>> structure, I don?t see how it does away with the evils of the
>> pay-to-play model?. Which is what you purport we are striving to
>> achieve. What you, Josh, proposed is a simplified pay-to-play that
>> arguably embraces the evils for the ?market driven selfishness? in an
>> even more obvious way than the model before it. In your case, all the
>> seats are simply purchased for a fixed price of $200K.
>
> Right, any pay-to-play model will create a threshold effect, and Josh's
> proposal is just lowering the price to pay to get a reserved board seat
> to something that a company like Piston Cloud can pay. Since a lot of
> the 156 companies "supporting" OpenStack can afford such a price tag,
> you end up with a board containing too many directors.

This is something I was wondering about myself. Would there be a limit on the number of directors under Josh's proposal?


>> Once we accept this, the question of structuring the board really
>> becomes the question of how does one raise the maximum amount of money
>> to continue to have a centralized body with a mission to evangelize the
>> project. You can structure it by tiers to let the bigger guys pay more
>> and get a bigger logo on the homepage. You can do a flat structure like
>> Josh proposed. You can auction off the board seats etc.
>
> I see four models for this:
>
> All individual seats: All board seats are elected, you get one vote for
> every foundation member. Sponsoring is done separately. This is likely
> to raise the smallest amount of money, and the problem remains at
> another level: "what is a foundation member ?".

I agree that this model is likely to raise the smallest amount of money.

>
> Tiered structure: this is the current proposal, which is well balanced.
> The only issue is that the board grows by 3 people when (if) a strategic
> member is added.

This is another thing I was wondering about. Will there be a limit on the number of strategic members? I don't see the foundation wanting to turn away someone waving money around, but then you have to deal with board growth.


> Single-price: this is Josh's proposal, but I think it will result in a
> board that is too big and unable to function.

>
> Pay-to-vote: you have two classes: corporate seats and individual seats.
> Individual members elect the individual seats (which represent 25-33% of
> the total). Corporate seats are also all elected and corporations get a
> vote for every ?$ they put in. One drawback is that large corporations
> which are no longer guaranteed of getting a board seat will probably pay
> less under this model.

Also agreed that large corporations will likely pay less without a guaranteed board seat.


We've been watching this conversation with much interest over the last couple of days at DreamHost. Its great to see so many smart people who clearly care a great deal about this project and the foundation!

I've been personally wrestling with this balance of fundraising vs the best leadership for the foundation. I think ultimately the best leadership would be the meritocratic approach insulated from the money side of things, but I also see a lot of value in the financial stability provided by larger companies committing to a significant amount of funding over the longer term.


One additional question I've been pondering relates to both the "Single-price" and "Tiered structure" models as Thierry referred to them here. If you do put limits on total board seats (and thus total foundation membership), what do you do if there are more companies interested in membership than you have spots available? Do companies get turned away and if they do, what process is used to figure out who is in and who is out (in the voice of Heidi Klum).


>
> Personally, I tend to prefer models that effectively prevent the board
> from growing uncontrollably.

Agreed.



- Dallas

--
Co-Founder, DreamHost
dallas at dreamhost.com
Foundation Structure: An Alternative [ In reply to ]
How about as many companies that want to contribute annually $100K to running the foundation separate from marketing and sponsorship, can do so. Each company or a self-affiliated block of companies can put forward their board candidate. The companies that contributed to the board can then vote on 2/3 of the overall board membership. The 8 candidates with the largest number of votes are board members for one year. The user community would still have 1/3 of the board seats to elect 4 people of note. The board membership would be limited to 12 people. This way, all the committees and boards will be elected.
A board membership code of conduct will be very important in this situation, as to protect the community from some companies up to mischief.

BTW, I see no reason to dirty the good name of Heidi Klum by dragging her into this.
sean
roberts

infrastructure strategy

seanrob at yahoo-inc.com<applewebdata://2E35986A-DC2A-436F-BB4A-C451982006C2/seanrob at yahoo-inc.com>
direct 408-349-5234 mobile 925-980-4729

701 first avenue, sunnyvale, ca, 94089-0703, us
phone (408) 349 3300 fax (408) 349 3301



On 3/12/12 11:06 AM, "Dallas Kashuba" <dallas at dreamhost.com<mailto:dallas at dreamhost.com>> wrote:


On Mar 12, 2012, at 2:45 AM, Thierry Carrez wrote:

Boris Renski Jr. wrote:
While I like the simplicity and elegance of the newly proposed
structure, I don?t see how it does away with the evils of the
pay-to-play model?. Which is what you purport we are striving to
achieve. What you, Josh, proposed is a simplified pay-to-play that
arguably embraces the evils for the ?market driven selfishness? in an
even more obvious way than the model before it. In your case, all the
seats are simply purchased for a fixed price of $200K.
Right, any pay-to-play model will create a threshold effect, and Josh's
proposal is just lowering the price to pay to get a reserved board seat
to something that a company like Piston Cloud can pay. Since a lot of
the 156 companies "supporting" OpenStack can afford such a price tag,
you end up with a board containing too many directors.

This is something I was wondering about myself. Would there be a limit on the number of directors under Josh's proposal?


Once we accept this, the question of structuring the board really
becomes the question of how does one raise the maximum amount of money
to continue to have a centralized body with a mission to evangelize the
project. You can structure it by tiers to let the bigger guys pay more
and get a bigger logo on the homepage. You can do a flat structure like
Josh proposed. You can auction off the board seats etc.
I see four models for this:
All individual seats: All board seats are elected, you get one vote for
every foundation member. Sponsoring is done separately. This is likely
to raise the smallest amount of money, and the problem remains at
another level: "what is a foundation member ?".

I agree that this model is likely to raise the smallest amount of money.

Tiered structure: this is the current proposal, which is well balanced.
The only issue is that the board grows by 3 people when (if) a strategic
member is added.

This is another thing I was wondering about. Will there be a limit on the number of strategic members? I don't see the foundation wanting to turn away someone waving money around, but then you have to deal with board growth.


Single-price: this is Josh's proposal, but I think it will result in a
board that is too big and unable to function.

Pay-to-vote: you have two classes: corporate seats and individual seats.
Individual members elect the individual seats (which represent 25-33% of
the total). Corporate seats are also all elected and corporations get a
vote for every ?$ they put in. One drawback is that large corporations
which are no longer guaranteed of getting a board seat will probably pay
less under this model.

Also agreed that large corporations will likely pay less without a guaranteed board seat.


We've been watching this conversation with much interest over the last couple of days at DreamHost. Its great to see so many smart people who clearly care a great deal about this project and the foundation!

I've been personally wrestling with this balance of fundraising vs the best leadership for the foundation. I think ultimately the best leadership would be the meritocratic approach insulated from the money side of things, but I also see a lot of value in the financial stability provided by larger companies committing to a significant amount of funding over the longer term.


One additional question I've been pondering relates to both the "Single-price" and "Tiered structure" models as Thierry referred to them here. If you do put limits on total board seats (and thus total foundation membership), what do you do if there are more companies interested in membership than you have spots available? Do companies get turned away and if they do, what process is used to figure out who is in and who is out (in the voice of Heidi Klum).


Personally, I tend to prefer models that effectively prevent the board
from growing uncontrollably.

Agreed.



- Dallas

--
Co-Founder, DreamHost
dallas at dreamhost.com<mailto:dallas at dreamhost.com>





_______________________________________________
Foundation mailing list
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http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation

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Foundation Structure: An Alternative [ In reply to ]
In much the same way we?re struggling with creating a reasonably sized board that?s a fair representation of both the diversity of the (producer and consumer) community, and the investments of its sponsors, it feels like we?re also struggling to identify the key stakeholders in actually forming the foundation and a process to make a decision around the foundation structure.

At the risk of offending the larger organizations involved, what about adopting the same format that we employed in the FITS Working Group and limit planning committee representation to two representatives from each organization? If, as in the case of Rackspace, the organization itself holds individuals with a diverse set of opinions, then we would hope that the two representatives could be selected to adequately capture such diversity.

As a second control, what about limiting the debate to representatives from organizations that are willing to commit (or have already demonstrated) to a minimum of one (1) full-time-equivalent dedicated to OpenStack contributions? This could include not just code contributions, but docs, bugs and localization. However, it would not include directly-commercial activities like training, installation or proprietary extensions.

Finally, I?d like to second Sean Roberts? proposal for a face-to-face meeting, with enough time given to resolve and move forward on the key items of debate. I?m willing to travel if needed, although perhaps we could use a survey or some other method of self-reporting to gather the participants and select a venue.

--
Joshua McKenty, CEO
Piston Cloud Computing, Inc.
w: (650) 24-CLOUD
m: (650) 283-6846
http://www.pistoncloud.com

"Oh, Westley, we'll never survive!"
"Nonsense. You're only saying that because no one ever has."


On Monday, March 12, 2012 at 11:55 AM, Sean Roberts wrote:

> How about as many companies that want to contribute annually $100K to running the foundation separate from marketing and sponsorship, can do so. Each company or a self-affiliated block of companies can put forward their board candidate. The companies that contributed to the board can then vote on 2/3 of the overall board membership. The 8 candidates with the largest number of votes are board members for one year. The user community would still have 1/3 of the board seats to elect 4 people of note. The board membership would be limited to 12 people. This way, all the committees and boards will be elected.
> A board membership code of conduct will be very important in this situation, as to protect the community from some companies up to mischief.
>
> BTW, I see no reason to dirty the good name of Heidi Klum by dragging her into this.
> sean
> roberts
>
> infrastructure strategy
>
> seanrob at yahoo-inc.com (applewebdata://2E35986A-DC2A-436F-BB4A-C451982006C2/seanrob at yahoo-inc.com)
> direct 408-349-5234 mobile 925-980-4729
>
> 701 first avenue, sunnyvale, ca, 94089-0703, us
> phone (408) 349 3300 fax (408) 349 3301
>
>
>
> On 3/12/12 11:06 AM, "Dallas Kashuba" <dallas at dreamhost.com (mailto:dallas at dreamhost.com)> wrote:
>
> >
> > On Mar 12, 2012, at 2:45 AM, Thierry Carrez wrote:
> >
> > > Boris Renski Jr. wrote:
> > > > While I like the simplicity and elegance of the newly proposed
> > > > structure, I don?t see how it does away with the evils of the
> > > > pay-to-play model?. Which is what you purport we are striving to
> > > > achieve. What you, Josh, proposed is a simplified pay-to-play that
> > > > arguably embraces the evils for the ?market driven selfishness? in an
> > > > even more obvious way than the model before it. In your case, all the
> > > > seats are simply purchased for a fixed price of $200K.
> > > >
> > >
> > >
> > > Right, any pay-to-play model will create a threshold effect, and Josh's
> > > proposal is just lowering the price to pay to get a reserved board seat
> > > to something that a company like Piston Cloud can pay. Since a lot of
> > > the 156 companies "supporting" OpenStack can afford such a price tag,
> > > you end up with a board containing too many directors.
> > >
> >
> >
> > This is something I was wondering about myself. Would there be a limit on the number of directors under Josh's proposal?
> >
> >
> > > > Once we accept this, the question of structuring the board really
> > > > becomes the question of how does one raise the maximum amount of money
> > > > to continue to have a centralized body with a mission to evangelize the
> > > > project. You can structure it by tiers to let the bigger guys pay more
> > > > and get a bigger logo on the homepage. You can do a flat structure like
> > > > Josh proposed. You can auction off the board seats etc.
> > > >
> > >
> > >
> > > I see four models for this:
> > >
> > > All individual seats: All board seats are elected, you get one vote for
> > > every foundation member. Sponsoring is done separately. This is likely
> > > to raise the smallest amount of money, and the problem remains at
> > > another level: "what is a foundation member ?".
> > >
> >
> >
> > I agree that this model is likely to raise the smallest amount of money.
> >
> > > Tiered structure: this is the current proposal, which is well balanced.
> > > The only issue is that the board grows by 3 people when (if) a strategic
> > > member is added.
> > >
> >
> >
> > This is another thing I was wondering about. Will there be a limit on the number of strategic members? I don't see the foundation wanting to turn away someone waving money around, but then you have to deal with board growth.
> >
> >
> > > Single-price: this is Josh's proposal, but I think it will result in a
> > > board that is too big and unable to function.
> > >
> >
> >
> > > Pay-to-vote: you have two classes: corporate seats and individual seats.
> > > Individual members elect the individual seats (which represent 25-33% of
> > > the total). Corporate seats are also all elected and corporations get a
> > > vote for every ?$ they put in. One drawback is that large corporations
> > > which are no longer guaranteed of getting a board seat will probably pay
> > > less under this model.
> > >
> >
> >
> > Also agreed that large corporations will likely pay less without a guaranteed board seat.
> >
> >
> > We've been watching this conversation with much interest over the last couple of days at DreamHost. Its great to see so many smart people who clearly care a great deal about this project and the foundation!
> >
> > I've been personally wrestling with this balance of fundraising vs the best leadership for the foundation. I think ultimately the best leadership would be the meritocratic approach insulated from the money side of things, but I also see a lot of value in the financial stability provided by larger companies committing to a significant amount of funding over the longer term.
> >
> >
> > One additional question I've been pondering relates to both the "Single-price" and "Tiered structure" models as Thierry referred to them here. If you do put limits on total board seats (and thus total foundation membership), what do you do if there are more companies interested in membership than you have spots available? Do companies get turned away and if they do, what process is used to figure out who is in and who is out (in the voice of Heidi Klum).
> >
> >
> > > Personally, I tend to prefer models that effectively prevent the board
> > > from growing uncontrollably.
> > >
> >
> >
> > Agreed.
> >
> >
> >
> > - Dallas
> >
> > --
> > Co-Founder, DreamHost
> > dallas at dreamhost.com (mailto:dallas at dreamhost.com)
> >
> >
> >
> >
> >
> > _______________________________________________
> > Foundation mailing list
> > Foundation at lists.openstack.org (mailto:Foundation at lists.openstack.org)
> > http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
> >
> _______________________________________________
> Foundation mailing list
> Foundation at lists.openstack.org (mailto:Foundation at lists.openstack.org)
> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
>
>


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Foundation Structure: An Alternative [ In reply to ]
I'm on the look-out for emergent points of consensus, and I think I see one - Sean, you highlighted a 12-member board as being a target, and Dallas mentioned a concern about keeping the board a manageable size as well. Setting aside for a moment the composition (user seats, dev seats, tiered corporate seats vs. all elected, etc) - is a 12-seat board the target?

A second question - how would you define a self-affiliated block of companies? I can imagine throwing my vote behind a shared candidate, but would I have the right to pull support during their term, or would I need to wait for the next election? Can we have a vote of no-confidence for such a representative? (I suppose we could always draft a side letter, but I'm hoping for a general-purpose solution).

Heidi's name is dirty enough as it is.

--
Joshua McKenty, CEO
Piston Cloud Computing, Inc.
w: (650) 24-CLOUD
m: (650) 283-6846
http://www.pistoncloud.com

"Oh, Westley, we'll never survive!"
"Nonsense. You're only saying that because no one ever has."


On Monday, March 12, 2012 at 11:55 AM, Sean Roberts wrote:

> How about as many companies that want to contribute annually $100K to running the foundation separate from marketing and sponsorship, can do so. Each company or a self-affiliated block of companies can put forward their board candidate. The companies that contributed to the board can then vote on 2/3 of the overall board membership. The 8 candidates with the largest number of votes are board members for one year. The user community would still have 1/3 of the board seats to elect 4 people of note. The board membership would be limited to 12 people. This way, all the committees and boards will be elected.
> A board membership code of conduct will be very important in this situation, as to protect the community from some companies up to mischief.
>
> BTW, I see no reason to dirty the good name of Heidi Klum by dragging her into this.
> sean
> roberts
>
> infrastructure strategy
>
> seanrob at yahoo-inc.com (applewebdata://2E35986A-DC2A-436F-BB4A-C451982006C2/seanrob at yahoo-inc.com)
> direct 408-349-5234 mobile 925-980-4729
>
> 701 first avenue, sunnyvale, ca, 94089-0703, us
> phone (408) 349 3300 fax (408) 349 3301
>
>
>
> On 3/12/12 11:06 AM, "Dallas Kashuba" <dallas at dreamhost.com (mailto:dallas at dreamhost.com)> wrote:
>
> >
> > On Mar 12, 2012, at 2:45 AM, Thierry Carrez wrote:
> >
> > > Boris Renski Jr. wrote:
> > > > While I like the simplicity and elegance of the newly proposed
> > > > structure, I don?t see how it does away with the evils of the
> > > > pay-to-play model?. Which is what you purport we are striving to
> > > > achieve. What you, Josh, proposed is a simplified pay-to-play that
> > > > arguably embraces the evils for the ?market driven selfishness? in an
> > > > even more obvious way than the model before it. In your case, all the
> > > > seats are simply purchased for a fixed price of $200K.
> > > >
> > >
> > >
> > > Right, any pay-to-play model will create a threshold effect, and Josh's
> > > proposal is just lowering the price to pay to get a reserved board seat
> > > to something that a company like Piston Cloud can pay. Since a lot of
> > > the 156 companies "supporting" OpenStack can afford such a price tag,
> > > you end up with a board containing too many directors.
> > >
> >
> >
> > This is something I was wondering about myself. Would there be a limit on the number of directors under Josh's proposal?
> >
> >
> > > > Once we accept this, the question of structuring the board really
> > > > becomes the question of how does one raise the maximum amount of money
> > > > to continue to have a centralized body with a mission to evangelize the
> > > > project. You can structure it by tiers to let the bigger guys pay more
> > > > and get a bigger logo on the homepage. You can do a flat structure like
> > > > Josh proposed. You can auction off the board seats etc.
> > > >
> > >
> > >
> > > I see four models for this:
> > >
> > > All individual seats: All board seats are elected, you get one vote for
> > > every foundation member. Sponsoring is done separately. This is likely
> > > to raise the smallest amount of money, and the problem remains at
> > > another level: "what is a foundation member ?".
> > >
> >
> >
> > I agree that this model is likely to raise the smallest amount of money.
> >
> > > Tiered structure: this is the current proposal, which is well balanced.
> > > The only issue is that the board grows by 3 people when (if) a strategic
> > > member is added.
> > >
> >
> >
> > This is another thing I was wondering about. Will there be a limit on the number of strategic members? I don't see the foundation wanting to turn away someone waving money around, but then you have to deal with board growth.
> >
> >
> > > Single-price: this is Josh's proposal, but I think it will result in a
> > > board that is too big and unable to function.
> > >
> >
> >
> > > Pay-to-vote: you have two classes: corporate seats and individual seats.
> > > Individual members elect the individual seats (which represent 25-33% of
> > > the total). Corporate seats are also all elected and corporations get a
> > > vote for every ?$ they put in. One drawback is that large corporations
> > > which are no longer guaranteed of getting a board seat will probably pay
> > > less under this model.
> > >
> >
> >
> > Also agreed that large corporations will likely pay less without a guaranteed board seat.
> >
> >
> > We've been watching this conversation with much interest over the last couple of days at DreamHost. Its great to see so many smart people who clearly care a great deal about this project and the foundation!
> >
> > I've been personally wrestling with this balance of fundraising vs the best leadership for the foundation. I think ultimately the best leadership would be the meritocratic approach insulated from the money side of things, but I also see a lot of value in the financial stability provided by larger companies committing to a significant amount of funding over the longer term.
> >
> >
> > One additional question I've been pondering relates to both the "Single-price" and "Tiered structure" models as Thierry referred to them here. If you do put limits on total board seats (and thus total foundation membership), what do you do if there are more companies interested in membership than you have spots available? Do companies get turned away and if they do, what process is used to figure out who is in and who is out (in the voice of Heidi Klum).
> >
> >
> > > Personally, I tend to prefer models that effectively prevent the board
> > > from growing uncontrollably.
> > >
> >
> >
> > Agreed.
> >
> >
> >
> > - Dallas
> >
> > --
> > Co-Founder, DreamHost
> > dallas at dreamhost.com (mailto:dallas at dreamhost.com)
> >
> >
> >
> >
> >
> > _______________________________________________
> > Foundation mailing list
> > Foundation at lists.openstack.org (mailto:Foundation at lists.openstack.org)
> > http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
> >
> _______________________________________________
> Foundation mailing list
> Foundation at lists.openstack.org (mailto:Foundation at lists.openstack.org)
> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
>
>


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Foundation Structure: An Alternative [ In reply to ]
Ah, right. You are referring to a more parliamentary structure, where the membership of the board would be based on annual schedule and if a vote of no confidence is taken. I guess that could work, if that was what you meant. I would want a minimum of 6 months or so term as to keep the board from see sawing back and forth. We would want a high bar for the no confidence vote as well.
I like having 9-12 people max in a meeting as a general rule. 20 generally means either a few speak or chaos.
sean
roberts

infrastructure strategy

seanrob at yahoo-inc.com<applewebdata://2E35986A-DC2A-436F-BB4A-C451982006C2/seanrob at yahoo-inc.com>
direct 408-349-5234 mobile 925-980-4729

701 first avenue, sunnyvale, ca, 94089-0703, us
phone (408) 349 3300 fax (408) 349 3301



On 3/12/12 3:39 PM, "Joshua McKenty" <joshua at pistoncloud.com<mailto:joshua at pistoncloud.com>> wrote:

I'm on the look-out for emergent points of consensus, and I think I see one - Sean, you highlighted a 12-member board as being a target, and Dallas mentioned a concern about keeping the board a manageable size as well. Setting aside for a moment the composition (user seats, dev seats, tiered corporate seats vs. all elected, etc) - is a 12-seat board the target?

A second question - how would you define a self-affiliated block of companies? I can imagine throwing my vote behind a shared candidate, but would I have the right to pull support during their term, or would I need to wait for the next election? Can we have a vote of no-confidence for such a representative? (I suppose we could always draft a side letter, but I'm hoping for a general-purpose solution).

Heidi's name is dirty enough as it is.

--
Joshua McKenty, CEO
Piston Cloud Computing, Inc.
w: (650) 24-CLOUD
m: (650) 283-6846
http://www.pistoncloud.com

"Oh, Westley, we'll never survive!"
"Nonsense. You're only saying that because no one ever has."


On Monday, March 12, 2012 at 11:55 AM, Sean Roberts wrote:

How about as many companies that want to contribute annually $100K to running the foundation separate from marketing and sponsorship, can do so. Each company or a self-affiliated block of companies can put forward their board candidate. The companies that contributed to the board can then vote on 2/3 of the overall board membership. The 8 candidates with the largest number of votes are board members for one year. The user community would still have 1/3 of the board seats to elect 4 people of note. The board membership would be limited to 12 people. This way, all the committees and boards will be elected.
A board membership code of conduct will be very important in this situation, as to protect the community from some companies up to mischief.

BTW, I see no reason to dirty the good name of Heidi Klum by dragging her into this.
sean
roberts

infrastructure strategy

seanrob at yahoo-inc.com<applewebdata://2E35986A-DC2A-436F-BB4A-C451982006C2/seanrob at yahoo-inc.com>
direct 408-349-5234 mobile 925-980-4729

701 first avenue, sunnyvale, ca, 94089-0703, us
phone (408) 349 3300 fax (408) 349 3301



On 3/12/12 11:06 AM, "Dallas Kashuba" <dallas at dreamhost.com<mailto:dallas at dreamhost.com>> wrote:


On Mar 12, 2012, at 2:45 AM, Thierry Carrez wrote:

Boris Renski Jr. wrote:
While I like the simplicity and elegance of the newly proposed
structure, I don?t see how it does away with the evils of the
pay-to-play model?. Which is what you purport we are striving to
achieve. What you, Josh, proposed is a simplified pay-to-play that
arguably embraces the evils for the ?market driven selfishness? in an
even more obvious way than the model before it. In your case, all the
seats are simply purchased for a fixed price of $200K.
Right, any pay-to-play model will create a threshold effect, and Josh's
proposal is just lowering the price to pay to get a reserved board seat
to something that a company like Piston Cloud can pay. Since a lot of
the 156 companies "supporting" OpenStack can afford such a price tag,
you end up with a board containing too many directors.

This is something I was wondering about myself. Would there be a limit on the number of directors under Josh's proposal?


Once we accept this, the question of structuring the board really
becomes the question of how does one raise the maximum amount of money
to continue to have a centralized body with a mission to evangelize the
project. You can structure it by tiers to let the bigger guys pay more
and get a bigger logo on the homepage. You can do a flat structure like
Josh proposed. You can auction off the board seats etc.
I see four models for this:
All individual seats: All board seats are elected, you get one vote for
every foundation member. Sponsoring is done separately. This is likely
to raise the smallest amount of money, and the problem remains at
another level: "what is a foundation member ?".

I agree that this model is likely to raise the smallest amount of money.

Tiered structure: this is the current proposal, which is well balanced.
The only issue is that the board grows by 3 people when (if) a strategic
member is added.

This is another thing I was wondering about. Will there be a limit on the number of strategic members? I don't see the foundation wanting to turn away someone waving money around, but then you have to deal with board growth.


Single-price: this is Josh's proposal, but I think it will result in a
board that is too big and unable to function.

Pay-to-vote: you have two classes: corporate seats and individual seats.
Individual members elect the individual seats (which represent 25-33% of
the total). Corporate seats are also all elected and corporations get a
vote for every ?$ they put in. One drawback is that large corporations
which are no longer guaranteed of getting a board seat will probably pay
less under this model.

Also agreed that large corporations will likely pay less without a guaranteed board seat.


We've been watching this conversation with much interest over the last couple of days at DreamHost. Its great to see so many smart people who clearly care a great deal about this project and the foundation!

I've been personally wrestling with this balance of fundraising vs the best leadership for the foundation. I think ultimately the best leadership would be the meritocratic approach insulated from the money side of things, but I also see a lot of value in the financial stability provided by larger companies committing to a significant amount of funding over the longer term.


One additional question I've been pondering relates to both the "Single-price" and "Tiered structure" models as Thierry referred to them here. If you do put limits on total board seats (and thus total foundation membership), what do you do if there are more companies interested in membership than you have spots available? Do companies get turned away and if they do, what process is used to figure out who is in and who is out (in the voice of Heidi Klum).


Personally, I tend to prefer models that effectively prevent the board
from growing uncontrollably.

Agreed.



- Dallas

--
Co-Founder, DreamHost
dallas at dreamhost.com<mailto:dallas at dreamhost.com>





_______________________________________________
Foundation mailing list
Foundation at lists.openstack.org<mailto:Foundation at lists.openstack.org>
http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation

_______________________________________________
Foundation mailing list
Foundation at lists.openstack.org<mailto:Foundation at lists.openstack.org>
http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation

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Foundation Structure: An Alternative [ In reply to ]
Hi,

On 03/12/2012 07:06 PM, Dallas Kashuba wrote:
> On Mar 12, 2012, at 2:45 AM, Thierry Carrez wrote:
>> Tiered structure: this is the current proposal, which is well balanced.
>> The only issue is that the board grows by 3 people when (if) a strategic
>> member is added.

One board member per highest-paying sponsor is better than 3, I think.

> This is another thing I was wondering about. Will there be a limit on the number of strategic members? I don't see the foundation wanting to turn away someone waving money around, but then you have to deal with board growth.

What the Linux Foundation does is have a maximum number of Platinum
member board seats - once there are more than 10 Platinum sponsors,
there are annual elections for the 10 Platinum board seats, and someone
misses out.

Similarly, for Gold and Silver member seats, there are annual elections
to elect 3 of the 16 Gold members and 1 of the 120 or so Silver members
to the board. And so on for the other board seats.

>> Pay-to-vote: you have two classes: corporate seats and individual seats.
>> Individual members elect the individual seats (which represent 25-33% of
>> the total). Corporate seats are also all elected and corporations get a
>> vote for every ?$ they put in. One drawback is that large corporations
>> which are no longer guaranteed of getting a board seat will probably pay
>> less under this model.
>
> Also agreed that large corporations will likely pay less without a guaranteed board seat.

That all depends on the value the foundation is offering - and that's an
important question. If big corporations will pay less without a
guaranteed board seat, that means that being on the board is important.
Why? And if that's the case, why would anyone pay to be an associate
member, where they're very unlikely to get on the board? I'd like to
think that the Foundation will provide value to its members above and
beyond providing board seats.

Cheers,
Dave.

--
Dave Neary
Neary Consulting - http://www.neary-consulting.com
Tel: +33 982 382 735
Cell: +33 677 019 213
Foundation Structure: An Alternative [ In reply to ]
Dave Neary wrote:
> On 03/12/2012 07:06 PM, Dallas Kashuba wrote:
>> On Mar 12, 2012, at 2:45 AM, Thierry Carrez wrote:
>>> Tiered structure: this is the current proposal, which is well balanced.
>>> The only issue is that the board grows by 3 people when (if) a strategic
>>> member is added.
>
> One board member per highest-paying sponsor is better than 3, I think.

Actually in the current proposal, it's already one board member per
highest-paying sponsor. But that class represents exactly one third of
the board. So if you grow that class, you need to grow the other classes
too... Hence the board globally growing by 3 people every time you add a
highest-paying sponsor seat.

> What the Linux Foundation does is have a maximum number of Platinum member board seats - once there are more than 10 Platinum sponsors, there are annual elections for the 10 Platinum board seats, and someone misses out.

I agree that limiting the number of platinum class seats (and force them
to run elections in case the number further grows) is a good way to
limit the board size in a tiered structure. That sounds like a balanced
trade-off.

Cheers,

--
Thierry Carrez (ttx)
Release Manager, OpenStack
Foundation Structure: An Alternative [ In reply to ]
In the wiki, we had laid out a target of the 1/3's being 4-5 members, so that puts the target in 12-15 range. I think it's a reasonable size that allows broad representation. I agree with Sean 20+ begins to be less effective.

In the current proposal with the Affiliate Member class, I'd imagine that some of the similar affiliate organizations would likely work together to support candidates that they feel will represent their interests. When it comes to something like a vote of no confidence who would make the vote? The entire member class? I think it would get overly complicated to try to set up some set of official blocs within a class that might change every year with each election cycle.

Jonathan


On Mar 12, 2012, at 6:03 PM, Sean Roberts wrote:

> Ah, right. You are referring to a more parliamentary structure, where the membership of the board would be based on annual schedule and if a vote of no confidence is taken. I guess that could work, if that was what you meant. I would want a minimum of 6 months or so term as to keep the board from see sawing back and forth. We would want a high bar for the no confidence vote as well.
> I like having 9-12 people max in a meeting as a general rule. 20 generally means either a few speak or chaos.
> sean
> roberts
>
> infrastructure strategy
>
> seanrob at yahoo-inc.com
> direct 408-349-5234 mobile 925-980-4729
>
> 701 first avenue, sunnyvale, ca, 94089-0703, us
> phone (408) 349 3300 fax (408) 349 3301
>
>
>
> On 3/12/12 3:39 PM, "Joshua McKenty" <joshua at pistoncloud.com> wrote:
>
>> I'm on the look-out for emergent points of consensus, and I think I see one - Sean, you highlighted a 12-member board as being a target, and Dallas mentioned a concern about keeping the board a manageable size as well. Setting aside for a moment the composition (user seats, dev seats, tiered corporate seats vs. all elected, etc) - is a 12-seat board the target?
>>
>> A second question - how would you define a self-affiliated block of companies? I can imagine throwing my vote behind a shared candidate, but would I have the right to pull support during their term, or would I need to wait for the next election? Can we have a vote of no-confidence for such a representative? (I suppose we could always draft a side letter, but I'm hoping for a general-purpose solution).
>>
>> Heidi's name is dirty enough as it is.
>>
>> --
>> Joshua McKenty, CEO
>> Piston Cloud Computing, Inc.
>> w: (650) 24-CLOUD
>> m: (650) 283-6846
>> http://www.pistoncloud.com
>>
>> "Oh, Westley, we'll never survive!"
>> "Nonsense. You're only saying that because no one ever has."
>>
>> On Monday, March 12, 2012 at 11:55 AM, Sean Roberts wrote:
>>
>>> How about as many companies that want to contribute annually $100K to running the foundation separate from marketing and sponsorship, can do so. Each company or a self-affiliated block of companies can put forward their board candidate. The companies that contributed to the board can then vote on 2/3 of the overall board membership. The 8 candidates with the largest number of votes are board members for one year. The user community would still have 1/3 of the board seats to elect 4 people of note. The board membership would be limited to 12 people. This way, all the committees and boards will be elected.
>>> A board membership code of conduct will be very important in this situation, as to protect the community from some companies up to mischief.
>>>
>>> BTW, I see no reason to dirty the good name of Heidi Klum by dragging her into this.
>>> sean
>>> roberts
>>>
>>> infrastructure strategy
>>>
>>> seanrob at yahoo-inc.com
>>> direct 408-349-5234 mobile 925-980-4729
>>>
>>> 701 first avenue, sunnyvale, ca, 94089-0703, us
>>> phone (408) 349 3300 fax (408) 349 3301
>>>
>>>
>>>
>>> On 3/12/12 11:06 AM, "Dallas Kashuba" <dallas at dreamhost.com> wrote:
>>>
>>>>
>>>> On Mar 12, 2012, at 2:45 AM, Thierry Carrez wrote:
>>>>
>>>>> Boris Renski Jr. wrote:
>>>>>> While I like the simplicity and elegance of the newly proposed
>>>>>> structure, I don?t see how it does away with the evils of the
>>>>>> pay-to-play model?. Which is what you purport we are striving to
>>>>>> achieve. What you, Josh, proposed is a simplified pay-to-play that
>>>>>> arguably embraces the evils for the ?market driven selfishness? in an
>>>>>> even more obvious way than the model before it. In your case, all the
>>>>>> seats are simply purchased for a fixed price of $200K.
>>>>> Right, any pay-to-play model will create a threshold effect, and Josh's
>>>>> proposal is just lowering the price to pay to get a reserved board seat
>>>>> to something that a company like Piston Cloud can pay. Since a lot of
>>>>> the 156 companies "supporting" OpenStack can afford such a price tag,
>>>>> you end up with a board containing too many directors.
>>>>
>>>> This is something I was wondering about myself. Would there be a limit on the number of directors under Josh's proposal?
>>>>
>>>>
>>>>>> Once we accept this, the question of structuring the board really
>>>>>> becomes the question of how does one raise the maximum amount of money
>>>>>> to continue to have a centralized body with a mission to evangelize the
>>>>>> project. You can structure it by tiers to let the bigger guys pay more
>>>>>> and get a bigger logo on the homepage. You can do a flat structure like
>>>>>> Josh proposed. You can auction off the board seats etc.
>>>>> I see four models for this:
>>>>> All individual seats: All board seats are elected, you get one vote for
>>>>> every foundation member. Sponsoring is done separately. This is likely
>>>>> to raise the smallest amount of money, and the problem remains at
>>>>> another level: "what is a foundation member ?".
>>>>
>>>> I agree that this model is likely to raise the smallest amount of money.
>>>>
>>>>> Tiered structure: this is the current proposal, which is well balanced.
>>>>> The only issue is that the board grows by 3 people when (if) a strategic
>>>>> member is added.
>>>>
>>>> This is another thing I was wondering about. Will there be a limit on the number of strategic members? I don't see the foundation wanting to turn away someone waving money around, but then you have to deal with board growth.
>>>>
>>>>
>>>>> Single-price: this is Josh's proposal, but I think it will result in a
>>>>> board that is too big and unable to function.
>>>>
>>>>> Pay-to-vote: you have two classes: corporate seats and individual seats.
>>>>> Individual members elect the individual seats (which represent 25-33% of
>>>>> the total). Corporate seats are also all elected and corporations get a
>>>>> vote for every ?$ they put in. One drawback is that large corporations
>>>>> which are no longer guaranteed of getting a board seat will probably pay
>>>>> less under this model.
>>>>
>>>> Also agreed that large corporations will likely pay less without a guaranteed board seat.
>>>>
>>>>
>>>> We've been watching this conversation with much interest over the last couple of days at DreamHost. Its great to see so many smart people who clearly care a great deal about this project and the foundation!
>>>>
>>>> I've been personally wrestling with this balance of fundraising vs the best leadership for the foundation. I think ultimately the best leadership would be the meritocratic approach insulated from the money side of things, but I also see a lot of value in the financial stability provided by larger companies committing to a significant amount of funding over the longer term.
>>>>
>>>>
>>>> One additional question I've been pondering relates to both the "Single-price" and "Tiered structure" models as Thierry referred to them here. If you do put limits on total board seats (and thus total foundation membership), what do you do if there are more companies interested in membership than you have spots available? Do companies get turned away and if they do, what process is used to figure out who is in and who is out (in the voice of Heidi Klum).
>>>>
>>>>
>>>>> Personally, I tend to prefer models that effectively prevent the board
>>>>> from growing uncontrollably.
>>>>
>>>> Agreed.
>>>>
>>>>
>>>>
>>>> - Dallas
>>>>
>>>> --
>>>> Co-Founder, DreamHost
>>>> dallas at dreamhost.com
>>>>
>>>>
>>>>
>>>>
>>>>
>>>> _______________________________________________
>>>> Foundation mailing list
>>>> Foundation at lists.openstack.org
>>>> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
>>>>
>>>
>>> _______________________________________________
>>> Foundation mailing list
>>> Foundation at lists.openstack.org
>>> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
>>
> _______________________________________________
> Foundation mailing list
> Foundation at lists.openstack.org
> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation

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Foundation Structure: An Alternative [ In reply to ]
On Mar 13, 2012, at 6:28 AM, Thierry Carrez wrote:
> Dave Neary wrote:
>> What the Linux Foundation does is have a maximum number of Platinum member board seats - once there are more than 10 Platinum sponsors, there are annual elections for the 10 Platinum board seats, and someone misses out.
>
> I agree that limiting the number of platinum class seats (and force them
> to run elections in case the number further grows) is a good way to
> limit the board size in a tiered structure. That sounds like a balanced
> trade-off.

Putting a maximum on the size of each class is a good idea. As you pointed out, the current pricing in the proposal creates some natural limits on how many "Strategic" members there would be, but over the long term, putting in a cap and elections within the class will be a good way to control the overall size.
Foundation Structure: An Alternative [ In reply to ]
On Mar 13, 2012, at 3:52 AM, Dave Neary wrote:

> Hi,
>
> On 03/12/2012 07:06 PM, Dallas Kashuba wrote:
>> On Mar 12, 2012, at 2:45 AM, Thierry Carrez wrote:
>>> Tiered structure: this is the current proposal, which is well balanced.
>>> The only issue is that the board grows by 3 people when (if) a strategic
>>> member is added.
>
> One board member per highest-paying sponsor is better than 3, I think.
>
>> This is another thing I was wondering about. Will there be a limit on the number of strategic members? I don't see the foundation wanting to turn away someone waving money around, but then you have to deal with board growth.
>
> What the Linux Foundation does is have a maximum number of Platinum member board seats - once there are more than 10 Platinum sponsors, there are annual elections for the 10 Platinum board seats, and someone misses out.
>
> Similarly, for Gold and Silver member seats, there are annual elections to elect 3 of the 16 Gold members and 1 of the 120 or so Silver members to the board. And so on for the other board seats.

An approach like this sounds reasonable to me.


>
>>> Pay-to-vote: you have two classes: corporate seats and individual seats.
>>> Individual members elect the individual seats (which represent 25-33% of
>>> the total). Corporate seats are also all elected and corporations get a
>>> vote for every ?$ they put in. One drawback is that large corporations
>>> which are no longer guaranteed of getting a board seat will probably pay
>>> less under this model.
>>
>> Also agreed that large corporations will likely pay less without a guaranteed board seat.
>
> That all depends on the value the foundation is offering - and that's an important question. If big corporations will pay less without a guaranteed board seat, that means that being on the board is important. Why? And if that's the case, why would anyone pay to be an associate member, where they're very unlikely to get on the board? I'd like to think that the Foundation will provide value to its members above and beyond providing board seats.

I agree with this, but the Foundation doesn't yet exist and its value to any given company is not yet established. There's a lot of expectation of value, but no guarantee. If a company is asked to provide some money as an investment they will want to make sure they do everything they can to ensure that investment pays off. A board seat is the most tangible mechanism for that the Foundation has to offer currently.

After the Foundation has been established and has proven itself as a great shepherd of the project, more companies with the financial ability to be strategic members will likely loosen their desire for a direct board voice. A cap on the platinum/strategic member board seats would then come into play at this point as the size of the membership class grows.

- Dallas


--
Co-Founder, DreamHost
dallas at dreamhost.com
Foundation Structure: An Alternative [ In reply to ]
Board membership should be partiality elected or fully elected, direct or indirect representation, and if investment determines voice dilution. I believe these are the options we have to choose from. Lets break it on down. Soundtrack optional.
sean
roberts

infrastructure strategy

seanrob at yahoo-inc.com<applewebdata://2E35986A-DC2A-436F-BB4A-C451982006C2/seanrob at yahoo-inc.com>
direct 408-349-5234 mobile 925-980-4729

701 first avenue, sunnyvale, ca, 94089-0703, us
phone (408) 349 3300 fax (408) 349 3301



On 3/13/12 11:19 AM, "Dallas Kashuba" <dallas at dreamhost.com<mailto:dallas at dreamhost.com>> wrote:


On Mar 13, 2012, at 3:52 AM, Dave Neary wrote:

Hi,
On 03/12/2012 07:06 PM, Dallas Kashuba wrote:
On Mar 12, 2012, at 2:45 AM, Thierry Carrez wrote:
Tiered structure: this is the current proposal, which is well balanced.
The only issue is that the board grows by 3 people when (if) a strategic
member is added.
One board member per highest-paying sponsor is better than 3, I think.
This is another thing I was wondering about. Will there be a limit on the number of strategic members? I don't see the foundation wanting to turn away someone waving money around, but then you have to deal with board growth.
What the Linux Foundation does is have a maximum number of Platinum member board seats - once there are more than 10 Platinum sponsors, there are annual elections for the 10 Platinum board seats, and someone misses out.
Similarly, for Gold and Silver member seats, there are annual elections to elect 3 of the 16 Gold members and 1 of the 120 or so Silver members to the board. And so on for the other board seats.

An approach like this sounds reasonable to me.


Pay-to-vote: you have two classes: corporate seats and individual seats.
Individual members elect the individual seats (which represent 25-33% of
the total). Corporate seats are also all elected and corporations get a
vote for every ?$ they put in. One drawback is that large corporations
which are no longer guaranteed of getting a board seat will probably pay
less under this model.
Also agreed that large corporations will likely pay less without a guaranteed board seat.
That all depends on the value the foundation is offering - and that's an important question. If big corporations will pay less without a guaranteed board seat, that means that being on the board is important. Why? And if that's the case, why would anyone pay to be an associate member, where they're very unlikely to get on the board? I'd like to think that the Foundation will provide value to its members above and beyond providing board seats.

I agree with this, but the Foundation doesn't yet exist and its value to any given company is not yet established. There's a lot of expectation of value, but no guarantee. If a company is asked to provide some money as an investment they will want to make sure they do everything they can to ensure that investment pays off. A board seat is the most tangible mechanism for that the Foundation has to offer currently.

After the Foundation has been established and has proven itself as a great shepherd of the project, more companies with the financial ability to be strategic members will likely loosen their desire for a direct board voice. A cap on the platinum/strategic member board seats would then come into play at this point as the size of the membership class grows.

- Dallas


--
Co-Founder, DreamHost
dallas at dreamhost.com<mailto:dallas at dreamhost.com>



_______________________________________________
Foundation mailing list
Foundation at lists.openstack.org<mailto:Foundation at lists.openstack.org>
http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation

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