Charter, 3d draft

[Bart Decrem <bart eazel com>]

Hi everyone,

Here's a third draft of the charter that includes a number of changes
that were proposed.  I've also made numerous line edits and tried to
make the tone a bit less conversational, and make it read a bit more
like a charter.  Unless there are major substantive changes proposed, I
would like to start working with attorneys on Articles of Incorporation
and By-Laws.  The next version of the charter would then be drafted to
work together with those documents (a bunch of voting provisions etc.
will be picked up in those documents and removed from the charter I
suspect),

There's an incomplete change log at the end of this document.

Let me know what you think.

Bart


=================
VIII.  Change log
=================
Draft Charter for The GNOME Foundation
Draft Three (25 July 2000)

Bart Decrem (bart@eazel.com)

---

This document describes the purpose, basic structure and operational
policies of a proposed GNOME foundation. Although certain issues are not
addressed fully, the core functions of the foundation are defined and
procedures for them are described.

This document includes broad "mission level" statements and operational
provisions.  We now need to create Articles of Incorporation and By-Laws
that will incorporate this charter, cast in stone our fundamental
beliefs, and give us the flexibility to amend implementation items.

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

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

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

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

The tasks are the letter of the law; the principles are the spirit.

Principles of the Foundation
============================

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

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

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

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

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

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

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

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

Free software licensing has always been a mainstay of GNOME, and we must
ensure that this tradition continues.   GNOME will include only Free
software, as determined by the Board of Directors of the Gnome
Foundation.

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

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

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

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

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

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

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

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

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

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

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



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

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

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

GNOME is a loose collection of independent projects. The foundation will
determine the set of modules which fall under the GNOME umbrella.   Most
often, the foundation will endorse a project as a GNOME project simply
by including it in a release.  In some cases, however, a project that is
not scheduled to be included in any particular release will be
designated as a part of GNOME.  In these ways, the foundation will be
"defining GNOME."

It should be apparent that these two tasks (defining GNOME and doing
releases) are  interrelated: most often, defining GNOME is just
determining which modules are a part of any given release.

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

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

Public Image and Voice
-----------------------

The foundation will be the principal entity with the ability to make
official public statements for GNOME, such as press releases.  The
foundation will also be responsible for maintaining the "GNOME brand,"
and will have to determine the appropriate uses of the associated
trademarks (which will need to be registered). The foundation will also
be a hub for joint-marketing efforts by those organizations (corporate
and non) which want to make GNOME-related announcements. Regional
groups, created to promote GNOME in specific areas, may wish to make
their own announcements about their efforts.

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

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

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


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

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

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

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

As GNOME evolves, other duties which are appropriate and necessary for
the foundation to undertake will emerge.   Before the board of directors
of the foundation takes on any major new duties, it shall consult with
the broader GNOME community.


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

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

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

Membership
----------

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

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


Board of Directors
------------------

The board is the primary decision-making body of the GNOME foundation.
It is responsible for ratifying all decisions the GNOME foundation
makes. These decisions can be overturned by referendum.

The board will be made up of a small, limited number of people, elected
by the membership. New seats on the board may be made available as the
project grows, subject to approval of the board or referendum of the
membership.

No single organization or company will be allowed to have a majority of
the board seats, regardless of election results. In the event that
individuals affiliated with a corporation or organization hold a
majority of the seats, affiliates from that corporation will be required
to resign until a majority is no longer held.   Individuals affiliated
with a company or organization are people who are employees, officers,
or members of the board of directors of an organization; or are retained
as consultants; or own at least 1% of the common or preferred stock in a
company.


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

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

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

>From time to time, ad-hoc committees may be formed, formally or
informally, either by the board or the membership.


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

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

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

Minutes shall be kept for all meetings of the board of directors. Votes
on all topics will be recorded and attributed. All of these records will
be archived and made publicly available immediately. Notes may be edited
to maintain confidentiality.

Referendum
----------

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

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

An electronic voting system will be established online, with members
voting on a web page or by email.  In order for a referendum to pass,
1/3d of the total membership must participate, and 2/3ds of the
participating members must approve. There will be a mailing list for all
of the members, and all referenda must be announced to the list by the
initiator before they are opened on the voting system. At least three
days must pass before the referendum is closed, and no referendum can
remain open for longer than fourteen days.


Elections and Board Size
------------------------

Elections for the board of directors will be regularly held every year.
Members will run as a slate to ensure that key parts of the project are
represented. Slates which violate any board constraints (such as
majority control by a single corporation) shall not be entered into an
election.

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

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

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

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

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

The board of directors will be responsible for authorizing the release
of a new version of GNOME. The board will determine the set of modules
which will make up the release .

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


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

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

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

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

A committee shall be established by the current GNOME Steering Committee
to manage the membership list and add new members.

An interim board of directors may be appointed by the GNOME Steering
Committee.      The first elections shall be held within 90 days from
the incorporation of the GNOME Foundation.  Anyone may propose a slate,
so long as it is approved by at least 10 Members.


VII.  Amending the by-laws
========================
[We still need to define criteria for amending the final Charter, the
Articles of Incorporation and the By-laws of the Foundation.  This is
most usefully done in consultation with our attorneys.]

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


1. We need a mission statement for the foundation.  Anyone want to
propose one?

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

3.  We need to start drafting legal documents.  Working on it.


============================
VIII.  Incomplete Change log
============================

I made numerous line edits to improve wording, remove inconsistencies,
and turn this document into a real charter (removed lots of
conversational language).  I have probably made some substantive changes
that are not flagged below. Sorry about that.

I.Goals
- Removed a number of introductory comments that were part of the
discussion, not the charter.

Principles of the Foundation/Open and Public:
Removed example paragraph about UI list.


Principles/Free Software:
changed language to just say that GNOME includes only Free Software.

Tasks/Release GNOME
- clarified that releases and defining GNOME are not always the same.

Tasks:
- added: As GNOME evolves, other duties which are appropriate and
necessary for the foundation to undertake will emerge.   Before the
board of directors of the foundation takes on any major new duties, it
shall consult with the broader GNOME community.

II. Structure and Operation
-----------------------
Board of Directors:
- incorporated MJS suggestion about wording for "affiliated individuals"

Advisory Board:
- at MJS suggestion, strike explicit reference to Debian, FSF.
Unnecessary.
- at MJS suggestion, strike sentence detailing what ad hoc committees
may do.

IV.  Release engineering
------------------
- per suggestion of a number of people, removed 60 day requirement and
'unanimous approval' requirement.
- per suggestion of a number of people, removed provision making all
contributors of Gnome modules part of Gnome.  Inconsistent with
membership requirements listed earlier.


VI. Bootstrapping:
------------------
-  Changes to allow interim board; elections within 90 days.