Chef Board of Governance
Chef Board of Governance
Chef was designed from the outset to have a very open structure, including open design, open contribution, and consistent use of tools across the project. Given the large numbers of contributors, users, and companies with a stake in the future of the project, Chef leadership is looking to establish an advisory board, as part of its long term commitment to open governance.
The purpose of this RFC is to create that governance board and define how it will work.
Before talking about certain roles and ideals, we want to make sure we’re clear about what we mean:
- Means the Chef Board for Governance – the group of up to 12 representatives who will advise on the roadmap and core criteria of the Project.
- Company Leadership
- Means the CEO of Chef Software Inc.
- Corporate Contributor
- Means a company that (a) is one of the top eight companies in terms of non-trivial pull requests in the past six months as measured by contributions by all employees; (b) a company that has employees as Maintainers who make significant contributions to the Project; and (c) has committed to integrate Chef software into its products.
- Means the CBGB, Company Leadership, and Project Maintainers.
- Means someone who (a) is willing to perform the duties of a Lieutenant; (b) receives an absolute majority of affirmative votes of existing Lieutenants; and (c) is approved as a Lieutenant by the Project Lead.
- Means the Chef open source software and all applicable policies and procedures and guidelines.
- Project Lead
- means a leader in the Chef Community. The initial Project Lead will be Adam Jacob.
- Project Maintainers
- means the current list of maintainers, lieutenants, and project lead as defined in the Maintenance Policy.
- Means the issues under the CBGB purview such as: (a) advising on the long term roadmap; (b) project policies and procedures around maintenance and contributions; and (c) long term governance model. All initiatives within the Chef Project are required to reside within the Scope.
- Means (a) an organization that uses Chef and that has published at least one use case; and/or (b) an individual contributor to the Project who is not a Company employee or Corporate Contributor.
The primary purpose of the CBGB is to advise the Leadership on matters related to supporting the long-term governance, structure, and roadmap of the Project.
The following main areas are included in this proposal:
Provide a forum for individuals, users, and companies to discuss the issues within the CBGB Scope.
Provide guidance and input to Leadership, and where possible, present a consistent and consolidated opinion from the broader Chef community.
Produce a formal, twice yearly report to the Leadership and broader Chef community of the status of and progress made in all areas under the purview of the CBGB.
Promote and support the use of Chef in a manner consistent with the Scope.
What’s NOT Included
The CBGB is not:
Intended to serve as a decision-making governance board. The CBGB advises, but does not manage, the Leadership.
Intended to replace existing mechanisms for community input, governance, or contribution.
Intended to assume a formal, fiduciary role with respect to the Project. The CBGB membership will not be asked to provide funds to the Project, assume liabilities with respect to the Project or their activities, or assume responsibility for enforcing either trademarks or CBGB recommendations.
The CBGB is expected to provide input and formal recommendations regarding the project Scope. It can modify its Scope by a majority vote of its members.
Membership and Voting:
The CBGB will have up to 12 members.
Composition of CBGB:
(1) Project Lead: Adam Jacob
(4) Corporate Contributors:
Except for the Project Lead, who will serve an indefinite term unless replaced as provided herein, each member of the CBGB will serve a term of 12 months and no member will serve more than two consecutive terms.
Voting and Selection Process
The selection process is intended to be open, transparent, and guided by objective criteria for membership.
The CBGB shall elect a Chair and Vice Chair from amongst their members to serve a renewable 6 month term.
The Chair or Vice-Chair shall prepare an agenda for and preside over regular meetings of the CBGB. These meetings shall occur as frequently as the CBGB determines is in the project’s best interest, but no less than twice per calendar year.
The Project Lead will appoint a temporary chair to set the agenda for the first meeting and preside until the election shall occur.
The CBGB may fill any vacancy arising by removal or resignation by a simple majority vote to fill the remainder of the term of the vacating member.
The rules of election and membership outlined in this section may be varied by a resolution of the CBGB supported by more than two thirds of its voting membership.
All Project contributors are welcome as participants and observers at CBGB meetings.
Selection and Succession
Project Lead: Initial Project Lead will be Adam Jacob. Any new Project Lead candidate will be selected by a majority vote of the Lieutenants, and approved by Company Leadership. This selection will happen according to the Maintenance Policy.
All Other Seats: Candidates who meet the criteria for each group identified above will be elected by at least a majority vote of all qualified voters: +1. Qualified voters are defined as those holding an open account on Chef Supermarket.
(i) Project Lead: If a new Project Lead is nominated and receives majority vote of the Lieutenants, and not vetoed by Company Leadership.
(ii) All Other Seats: All other members of the CBGB will be replaced upon any of the following: (1) End of term; or (2) majority vote of all other members of the CBGB.
The CBGB is authorized to seek advice and counsel from other interested parties and invited experts as appropriate
Any outside party wishing to bring an issue before the CBGB may do so by emailing the CBGB mailing list, email@example.com.
The CBGB shall provide transparent and timely reporting (through any mechanism it deems appropriate) to the Community at large on all of its activities, subject to the right of any individual to designate their comments and the ensuing discussion as "in confidence," in which case the public report shall contain only a note of the request and an agreed summary (if any) of the substance.
The CBGB is being formed at the discretion of the Company Leadership. The Company Leadership alone may decide to terminate the CBGB in its sole discretion; provided however, that the Company Leadership shall first consult the CBGB Chair.
The CBGB and its members shall abide by appropriate antitrust guidelines.
Open Governance Principles
The CBGB will formulate recommendations in conjunction with the following, open governance principles:
Throughout the project: anyone should be able to participate and contribute. All bugs and tasks will be tracked in a public tracker and all of the source code and all of the tools needed to build it will be available under an open license permitting unrestricted use
Open technical value: technical value over pride of authorship. Code is contributed for the express purpose of advancing technologies relevant to the project, effectively separating technology advancement from individual or commercial intent.
Open design: Roadmaps are discussed in the open, and design receives input from all contributors and maintainers
Influence through contribution: organizations and individuals gain influence over the project through contribution.
IP Cleanliness: Steps are taken to ensure that all incoming code is legally contributed (CLAs, terms-of-use, etc.), that use of approved third party libraries does not create incompatible dependencies
Open Licensing: code should be licensed using approved, standard, open-source licenses. (Chef is currently licensed under Apache 2.0).
When a member has a concern about the Chef Project, the member may raise that concern with the CBGB. If the member is not satisfied with the result, the member can raise the concern directly with the Project Lead. All appeals and discussions will be open, transparent and public.
Please help us improve this draft by sending your comments and feedback to firstname.lastname@example.org.
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