“We don't see a problem”
or
Why “I am not a lawyer but…” Should Be the
Most Terrifying Words You Ever Hear
or
Michael Dexter Goes All Martin Luther* and Stuff
Thesis:
Governance is a Thing!
Who Embraces Governance?
The FreeBSD Foundation https://www.freebsdfoundation.org/legal/
The NetBSD Foundation https://www.netbsd.org/foundation/bylaws.html
The OpenBSD Foundation https://www.openbsdfoundation.org/foundation/bylaws.html
The Apache Foundation and is Projects https://www.apache.org/foundation/bylaws
The Software Freedom Conservancy https://sfconservancy.org/docs/conservancy_by-laws.pdf
The Free Software Foundation https://static.fsf.org/nosvn/fsf-amended-bylaws-current.pdf
Software in the Public Interest (OpenZFS) https://www.spi-inc.org/corporate/by-laws/
The Open Source Initiative https://opensource.org/bylaws
The Linux Foundation https://www.linuxfoundation.org/bylaws/
Debian.ch https://wiki.debian.org/debian.ch/TrustedOrganizationCriteria
The Arch Linux Project https://aur.archlinux.org/trusted-user/TUbylaws.html
The openSUSE Project https://en.opensuse.org/openSUSE:Guiding_principles
The GNOME Foundation https://www.gnome.org/foundation/governance/
The Gentoo Foundation https://wiki.gentoo.org/wiki/Foundation:Bylaws
The KDE e.V. https://ev.kde.org/rules/
Who Embraces Governance?
The University of California https://regents.universityofcalifornia.edu/governance/bylaws/index.html#bylaw2
The Japan Radiological Society http://www.radiology.jp/english/policy.html
American Association of Teachers of German https://c.ymcdn.com/sites/aatg.site-ym.com/resource/resmgr/ExCo/Conflict-of-Interest-Stateme.pdf
The Botanical Society of America https://botany.org/governance/ethics.php
The University of Texas System https://www.utsystem.edu/sites/policy-library/policies/hop-112-outside-activity-policy
The Oregon Region of the Classic Car Club of America https://www.oregonccca.com/A-029-bylaws.htm
The City of Vancouver, Canada https://vancouver.ca/your-government/find-a-bylaw.aspx
The Automotive License Plate Collectors Association https://www.alpca.org/bylaws/
Canadian Federation of University Women (CFUW)-Ottawa https://cfuw-ottawa.org
The Huntsville Chess Club https://www.huntsvillecc.com/policies/
The International Team for Implantology https://www.iti.org/Conflict-of-interest
The Latvian Open Technology Association (LATA)https://lata.org.lv/wp-content/LATA_statuti.pdf
The Board of Control for Cricket in India http://www.bcci.tv/news/2015/bcci-news/11912/bcci-rules-on-conflict-of-interest
Who here has participated in such an organization?
Why do they embrace Governance?
The Australian Institute of Company Directors writes:
“Good governance is at the heart of any successful business. It is essential for a company or organisation to achieve its objectives and drive improvement, as well as maintain legal and ethical standing in the eyes of shareholders, regulators and the wider community. Governance is not simply a concern for large companies, but for any business or organisation of any shape or size.”
“Benefits of good governance outweigh the costs”
“Good governance is too broad a concept to be covered under a single political system in any country. But the crucial factor underpinning effective governance is where the decision-making authority lies, and how it is exercised. Authority should be accompanied by accountability and responsibility, without which good governance cannot be enshrined into any system.”
�https://blogs.adb.org/blog/benefits-good-governance-outweigh-costs
“The essence of good corporate governance includes safeguarding the interests of stakeholders through transparency, accountability, trustworthiness and responsibility. It is incumbent upon the board of directors of companies to disclose how the principles subscribed to have been applied in practice.
The board must ensure that a sound strategy is in place with adequate instruments to control hazards and to maximise opportunities, in addition to upholding integrity and high ethical values, and monitoring and measuring company performance.
… Good corporate governance also calls for good communications for the transmission of reliable, relevant and timely information to [stakeholders]. Last but not least, corporate governance is also about culture, values and style.”��https://www.thestar.com.my/business/business-news/2005/03/28/importance-of-good-corporate-governance/
“Your organization's reputation is
its most valuable asset.”*
“Reputation” • “Trust” • “Confidence”
Contributors love^H^H^H^H require these!
*https://www.thebalancesmb.com/how-board-members-can-avoid-conflicts-of-interest-2502289
“The FreeBSD Bylaws created the Core Team as “the governing body of FreeBSD,” but gave no further guidance.”*
“It was what I could get at the time.��But I did get you a democracy, so you can change it.”
– PHK
*https://docs.google.com/document/d/1lgzGYJlnE41FjQCMFkeoUo3UDIVXuMEM1nPcro-YC78
“The core team is elected by the committers from the pool of committers and serves as the board of directors of the FreeBSD project. It promotes active contributors to committers, assigns people to well-defined hats, and is the final arbiter of decisions involving which way the project should be heading.”
https://www.freebsd.org/doc/en_US.ISO8859-1/books/dev-model/book.html
“The Project and Foundation are separate!”
The Project could indeed continue
without the Foundation
The Foundation would be irrelevant
without the Project
The Foundation legal and fiscal obligations and
its Mission is to serve the Project
The FreeBSD Foundation is a 501(c)(3), US based, non-profit organization dedicated to supporting and promoting the FreeBSD Project and community worldwide. https://www.freebsdfoundation.org/about/overview/
The FreeBSD Foundation is a 501(c)(3), US based, non-profit organization dedicated to supporting and building the FreeBSD Project and community worldwide. https://www.freebsdfoundation.org/what-we-do/
If the Foundation is dependent on the Project,
the Project must not jeopardize the public-benefit, non-profit status of the Foundation.
If it does, revenue may become taxable.
For the most part, they are legally separate.
What does 501(c)(6) “pay to play” look like?
“The Linux Foundation Board of Directors is comprised of 22 senior leaders from across the IT industry. Board members represent Linux Foundation members and the Linux developer community, and set the strategic direction for the organization.”
GitLab, Facebook, AT&T Labs, Samsung, Qualcomm, Cisco, VMware,
Micro Focus, Bitnami, Panasonic, Hitachi, Intel, IBM, Microsoft, Fujitsu,
Comcast, Huawei, Google, NEC, Oracle...
What Conflict of Interest (CoI) policies can the Project and Foundation provide a contributor or tax authority, should an employee of a Foundation Donor serve on the Project “board of directors” Core Team, to alleviate any concerns that the employee will only act for the Project and thus public benefit mission of the Foundation?
Do all all Project “board of directors” Core Team candidates submit (potential) conflicts of interest statements?
The International Team for Implantology:��“In order to clarify any potential conflicts of interest, the ITI Research Committee members have submitted the statements below.
Lisa Heitz-Mayfield, West Perth, Australia (Chair)
Professor Dr. Heitz-Mayfield reports grant support for a research project from the Osteology Foundation as well as lecturing fees from Straumann, Nobel Biocare and the ITI.”
… The Huntsville Chess Club has more infrastructure in place.
Simple fixes to consider
Election rules receive Impeachment rules
Conflict of Interest policy adopted
Obligations to the Foundation are established
“Election rules receive Impeachment rules”
Correction: The bylaws include an “early election” clause, arguably the softest way of saying “impeach”. This term is common outside the U.S. but was too subtle to this untrained ear. Will submit a suggestion for clarification for U.S. and non-native English audiences.
“But I did get you a democracy”
Transparency with Execution Session Option
Rule of Law
Rights of the Citizen/Constituent
Separation of Powers
Social Norms, Expectation, Rules
Distinction between Authority and Leadership
Transparency
“Leaders of charitable nonprofits know that financial transparency will help preserve the very-important trust each donor places in a nonprofit with each contribution.“
https://www.councilofnonprofits.org/tools-resources/financial-transparency
“Transparent nonprofits received 53% more in contributions, were stronger organizations”
Transparency is a trust building tool; the more transparent your organization becomes, the more trustworthy you will be viewed by the public, donors, and regulators. It is important for non-profit organizations to clearly state their mission and communicate the outcomes of their actions to the outside world.�https://www.bkc-cpa.com/transparency-in-non-profit-organizations/
How Do We Rate Charities' Accountability and Transparency?�
Nonprofit transparency builds trust and trust leads to more donations.
https://www.araize.com/how-nonprofit-transparency-impacts-your-organization/
Transparency
“Transparent nonprofits received 53% more in contributions, were stronger organizations”
Rule of Law
Policies for FreeBSD Project Members�https://www.freebsd.org/internal/policies.html
The FreeBSD Committers' Big List of Rules�https://www.freebsd.org/doc/en/articles/committers-guide/rules.html
Pre-Commit Review
https://www.freebsd.org/doc/en/articles/committers-guide/pre-commit-review.html
Software License Policy�https://www.freebsd.org/internal/software-license.html
Overall Very Good Rules!
Rule of Law
Perhaps add:
Do not modify other people’s Copyrights.
Make sure they read! “...the above copyright…”
And, obtain qualified legal counsel
It was like, what, just six files?��"I cried because I had no shoes, until I met a man who had no feet, and he told me that he'd cried because he had no feet, until he met a man who was being sued by the Unix Systems Laboratory." (Keith Bostic .fortune file, circa 1995.)
“Just REMEMBER? I still have to disclose my AT&T Cease and Desist letter for my clearance every five years.”
– Dave Burgess
“If 386BSD had been available when I started on Linux, Linux would probably never had happened.”
– Linux Torvalds
I suggest a visceral understanding of the
issues and risks at hand.
“I am not a lawyer but…” Should Be the
Most Terrifying Words You Ever Hear
(especially in a volunteer project)
Rule of Law
Perhaps add:
A pattern of code reversion triggers mentorship by qualified mentors (primarily, review).
Bring back the pointy hats.
100% of OpenBSD code is reviewed,
regardless of size or scope.
Rule of Law
“While using strlnlen() here will guard against the insane notion that progname could be longer than PATH_MAX, it won't prevent fprintf from outputting an insane number of characters for progname should it be an unbounded string.”
“I specifically objected as well and was blown off. What gives?”��https://reviews.freebsd.org/D19016
https://lists.freebsd.org/pipermail/svn-src-all/2019-February/175905.html
Rights of the Citizen/Constituent
Right to be heard… vote…
“The most important participants in the project are people who use our software.
The majority of our developers start out as users and guide their development
efforts from the user's perspective.”
– Apache Project Guidelines
Separation of Powers
“We had 5 (CoC) complaints in June,
all directed against me.”
(Not separate)
Social Norms, Expectation, Rules
Address the most frequent behavioral issues in addition the least frequent.
Profanity. Verbal abuse. Bullying. Piling on.
“Locker room” talk.
Do people realize that the archives of
svn-src-all@ are public?
Are you sure you want to say
these things in public?
Distinction between Authority and Leadership
The authority provided by commit rights provides zero implicit leadership skills.
Just because you can, doesn’t mean you should…
Require leadership abilities to “lead”.
All of my project heroes have made mistakes.
�Broken build, MASSIVE performance regressions…
Be humble. Be as terrified to commit as I am.
“Are we losing Developers?”
I don’t know, but I’m welcoming them back
on a weekly basis.
Developers abort silently.
Privacy
We have many EU Citizens and Residents
subject to GDPR requirements including
the “right to be forgotten”.
We have few rules on the sharing of
private communication.
Timeouts
Unconstructive criticism
Undisclosed duplication of efforts
< Insert what you have experienced here>
Bonus: Check the spelling of Core messages
README
The 28 Best Practices of High Performing
Volunteer Organizations
https://www.huffingtonpost.com/mitch-ditkoff/best-practices-volunteer-organizations_b_2624967.html
“Many volunteer organizations, in various unconscious ways, sabotage the value their volunteers bring to the table.”
1. Clearly (and often) communicate the vision.
2. Provide clearly written job descriptions.
3. Take the time to authentically welcome volunteers and�orient them to their new role.
4.Ensure that volunteers know exactly what’s expected of them.
5. Start new volunteers off small. Don’t scare them off with too huge of a commitment too soon.
6. Keep the workloads manageable.
7. Communicate progress being made on a regular basis. Volunteers need to see that their efforts are having impact.
8. When there are setbacks or breakdowns, learn from them — and share your learnings with others.
9. Be prepared so you don’t waste people’s time.
10. Create a trusting environment that ensures open communication, teamwork, and respect for diversity.
11. Keep everyone on your team informed of the inevitable changes (i.e. direction, policy, timelines, goals, personnel etc.)
12. Provide opportunities for volunteers to switch to different roles they might find more enjoyable.
13. Give and receive feedback (both formally and informally).
14. Provide opportunities for volunteers to learn and grow.
15. Honor your commitments (and if, for any reason, you cannot — renegotiate them with volunteers).
16. Give volunteers the opportunity to take breaks from the project.
17. Make sure volunteers know they can say “no” if they are overextended or overwhelmed.
18. Enthusiastically acknowledge successes, especially “small wins”).
19. Be kind and respectful in all your interactions.
20. Do your best to make sure everyone is enjoying the process of participating.
21. Respond to input, questions, and feedback as soon as possible. Don’t leave people hanging.
22. Build some interpersonal chat time into your meetings and conference calls.
23. Teach volunteers, in leadership positions, how to delegate.
24. Even when you are stressed or behind deadline, take the time to make sure your emails have a feeling of warmth to them.
25. Fill out Project Briefs on all projects you are inviting volunteer participation — and share them with volunteers.
26. Conduct exit interviews whenever a volunteer ends their participation or is asked to step aside.
27. Share your learnings from the exit interviews with other managers.
28. Follow the Golden Rule: Do unto others as you would have them do unto you.��Article #3 - Dealing with difficult people�https://brucetrail.org/system/downloads/0000/0651/Dealing_With_Difficult_Volunteers_Resource_-_January_2012.pdf
The Risks of Governance
Discuss
Tip: Read how Apache balances
individual and corporate interests.��Thank You!