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Openness and the OpenStack Foundation
snoble at sonn
Oct 15, 2012, 5:17 AM
Post #1 of 5 (1185 views)
Permalink
Greetings,

I am concerned by an action taken by the Foundation Board in the Sept 7th, 2012 meeting.

According to the Sept 7th meeting minutes (http://wiki.openstack.org/Governance/Foundation/07Sept2012BoardMinutes) the following happened:

--- begin minutes ---

Amendment to the Bylaws relating to Board Discussions.

The Board discussed the value of having a private discussion in executive session to discuss the candidates for Gold Members and Platinum Members. Upon motion duly made and seconded, the Board voted by more than two thirds of the attendees (Jesse Andrews abstained from the vote and the following members voted against the motion: Jon Mittelhauser, Alan Clark and Troy Toman) to delete Section 4.16 in its entirety and replace it with the following new Section 4.16:

"4.16 Open Meetings and Records. Except as necessary to protect attorney-client privilege, sensitive personnel information and discuss the candidacy of potential Gold Members and Platinum Members, the Board of Directors shall: (i) permit observation of its meetings by Members via remote teleconference or other electronic means, and (ii) publish the Board of Directors minutes and make available to any Member on request other information and records of the Foundation as required by Delaware Corporate Law."

….

Executive Session.

The Board went into executive session and all attendees other than Board members left the meeting with the exception of Mr. Bryce and Mr. Radcliffe. The Board discussed the advisability of admitting the candidates for Gold Member.

--- end minutes ---

The minutes show that the Foundation voted to amend its bylaws to close off observation of discussions surrounding the candidacy of new Gold/Platinum members and then utilized the amended bylaws later in the same meeting to privately discuss the current applicants.

Can someone explain how this change fits with the Foundations statements on Openness?

The definition of Openness wrt the OpenStack Foundation is laid out here :

http://wiki.openstack.org/Open

Open Community

One of our core goals is to maintain a healthy, vibrant developer and user community. Most decisions are made using a lazy consensus model. All processes are documented, open and transparent.

Thank You.




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Re: Openness and the OpenStack Foundation [ In reply to ]
vuntz at suse
Oct 18, 2012, 9:12 AM
Post #2 of 5 (1159 views)
Permalink
Hi,

Le lundi 15 octobre 2012, à 05:17 -0700, Steven Noble a écrit :
> Greetings,
>
> I am concerned by an action taken by the Foundation Board in the Sept 7th, 2012 meeting.
>
> According to the Sept 7th meeting minutes (http://wiki.openstack.org/Governance/Foundation/07Sept2012BoardMinutes) the following happened:
>
> --- begin minutes ---
>
> Amendment to the Bylaws relating to Board Discussions.
>
> The Board discussed the value of having a private discussion in executive session to discuss the candidates for Gold Members and Platinum Members. Upon motion duly made and seconded, the Board voted by more than two thirds of the attendees (Jesse Andrews abstained from the vote and the following members voted against the motion: Jon Mittelhauser, Alan Clark and Troy Toman) to delete Section 4.16 in its entirety and replace it with the following new Section 4.16:
>
> "4.16 Open Meetings and Records. Except as necessary to protect attorney-client privilege, sensitive personnel information and discuss the candidacy of potential Gold Members and Platinum Members, the Board of Directors shall: (i) permit observation of its meetings by Members via remote teleconference or other electronic means, and (ii) publish the Board of Directors minutes and make available to any Member on request other information and records of the Foundation as required by Delaware Corporate Law."
>
> ….

I must admit I was surprised with this amendment too...

One thing that I'm missing from the minutes is the rationale for this
change. During the breakfast with the board yesterday, I asked the
question... but I was sitting with Troy who voted against ;-) So could
one board member who voted for share some insights?

Also, Jonathan, Thierry, it seems you're the only ones you can update
the by-laws on the wiki [1]. Could one of you reflect the change there?

Cheers,

Vincent

[1] http://wiki.openstack.org/Governance/Foundation/Bylaws

--
Les gens heureux ne sont pas pressés.

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Re: Openness and the OpenStack Foundation [ In reply to ]
bluejay.ahn at gmail
Oct 18, 2012, 1:27 PM
Post #3 of 5 (1154 views)
Permalink
+1

I also would like to hear the rational of this change. It would be great if
any board member can share the reason behind this change.

Thanks.

Jaesuk Ahn, Ph.D.
Cloud OS Dev. Team Lead
KT
... sent from mobile
2012. 10. 19. 오전 1:15에 "Vincent Untz" <vuntz@suse.com>님이 작성:

> Hi,
>
> Le lundi 15 octobre 2012, à 05:17 -0700, Steven Noble a écrit :
> > Greetings,
> >
> > I am concerned by an action taken by the Foundation Board in the Sept
> 7th, 2012 meeting.
> >
> > According to the Sept 7th meeting minutes (
> http://wiki.openstack.org/Governance/Foundation/07Sept2012BoardMinutes)
> the following happened:
> >
> > --- begin minutes ---
> >
> > Amendment to the Bylaws relating to Board Discussions.
> >
> > The Board discussed the value of having a private discussion in
> executive session to discuss the candidates for Gold Members and Platinum
> Members. Upon motion duly made and seconded, the Board voted by more than
> two thirds of the attendees (Jesse Andrews abstained from the vote and the
> following members voted against the motion: Jon Mittelhauser, Alan Clark
> and Troy Toman) to delete Section 4.16 in its entirety and replace it with
> the following new Section 4.16:
> >
> > "4.16 Open Meetings and Records. Except as necessary to protect
> attorney-client privilege, sensitive personnel information and discuss the
> candidacy of potential Gold Members and Platinum Members, the Board of
> Directors shall: (i) permit observation of its meetings by Members via
> remote teleconference or other electronic means, and (ii) publish the Board
> of Directors minutes and make available to any Member on request other
> information and records of the Foundation as required by Delaware Corporate
> Law."
> >
> > ….
>
> I must admit I was surprised with this amendment too...
>
> One thing that I'm missing from the minutes is the rationale for this
> change. During the breakfast with the board yesterday, I asked the
> question... but I was sitting with Troy who voted against ;-) So could
> one board member who voted for share some insights?
>
> Also, Jonathan, Thierry, it seems you're the only ones you can update
> the by-laws on the wiki [1]. Could one of you reflect the change there?
>
> Cheers,
>
> Vincent
>
> [1] http://wiki.openstack.org/Governance/Foundation/Bylaws
>
> --
> Les gens heureux ne sont pas pressés.
>
> _______________________________________________
> Foundation mailing list
> Foundation@lists.openstack.org
> http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation
>
Re: Openness and the OpenStack Foundation [ In reply to ]
stefano at openstack
Oct 19, 2012, 1:24 PM
Post #4 of 5 (1146 views)
Permalink
Thanks for spotting it: this level of attention is what will help the
Foundation avoid mistakes.

On 10/15/2012 05:17 AM, Steven Noble wrote:
> Can someone explain how this change fits with the Foundations
> statements on Openness?

Openness is a balancing act. The myth of the 'fully transparent
organization' much like the 'glass man' that the Nazis liked so much
(the man that is fully transparent because he has nothing to hide) is a
dangerous myth. The details of some discussions, like the selection of
people to hire, should IMHO never be made public (only the results of
that selection should). I wouldn't want to have the reasoning of a
failure to get a job to be put online forever archived in the never
forgetting web. Same goes for discussions about new members, IMHO: only
private conversation will allow the board to express all of their
concerns, including the ones that may damage them if made public. The
right to privacy is a good thing for democracy.

Like any right it *can* be abused: our job is to keep the board balanced
and fair, balancing the principles of openness and transparency with the
right to protect the members of the board (and the Foundation itself).

That said, I hope to see the rationale for the changes made to the
bylaws published and defended by the board.

/stef

--
this is my opinion and not that of my current, former and even future
employers

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Re: Openness and the OpenStack Foundation [ In reply to ]
vuntz at suse
Oct 20, 2012, 5:34 AM
Post #5 of 5 (1152 views)
Permalink
Le vendredi 19 octobre 2012, à 13:24 -0700, Stefano Maffulli a écrit :
> Thanks for spotting it: this level of attention is what will help
> the Foundation avoid mistakes.
>
> On 10/15/2012 05:17 AM, Steven Noble wrote:
> >Can someone explain how this change fits with the Foundations
> >statements on Openness?
>
> Openness is a balancing act. The myth of the 'fully transparent
> organization' much like the 'glass man' that the Nazis liked so much
> (the man that is fully transparent because he has nothing to hide)
> is a dangerous myth. The details of some discussions, like the
> selection of people to hire, should IMHO never be made public (only
> the results of that selection should). I wouldn't want to have the
> reasoning of a failure to get a job to be put online forever
> archived in the never forgetting web. Same goes for discussions
> about new members, IMHO: only private conversation will allow the
> board to express all of their concerns, including the ones that may
> damage them if made public. The right to privacy is a good thing for
> democracy.

Right, but I don't think someone applying to a job and some org applying
to the Foundation is the same. In the first case, I don't expect to even
know that someone who failed to get the job applied to the job. And
that's good for the privacy of that person.

In the second case, we already know that the org is applying. And we
will know if it won't get accepted. So I think it's fair to also know
why it wasn't accepted (or why it was accepted, although that's usually
less of an issue). I'm not saying I should know all the details, but
it's a topic that is public, with the decision that is also public in
all cases; so it's fair to ask for a summary of the reasons for that
decision.

I wonder if the issue is the fact that anybody can call in to listen to
board meetings. That might pressure some board members to only give
their opinion in the private executive session. I think I'd prefer the
option of not being able to listen to the board meetings and have
minutes with good information, instead of being able to listen to the
meeting but not have the information for some important topics.

Cheers,

Vincent

--
Les gens heureux ne sont pas pressés.

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